UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO
RULE 13a-16
OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT
OF 1934
For the month of March 2026
Commission File Number 001-41999
Linkers Industries Limited
(Registrant’s Name)
Lot A99, Jalan 2A-3, A101 & A102, Jalan
2A, Kawasan Perusahaan MIEL
Sungai Lalang, 08000 Sungai Petani, Kedah Darul
Aman, Malaysia
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒
Form 40-F ☐
Best Efforts Offering
On March 23, 2026, Linkers
Industries Limited (the “Company”), a British Virgin Islands business company, entered into a securities purchase agreement
with certain investors (the “Securities Purchase Agreement”) for the offering and sale of units in a best efforts offering
as described below (the “Offering”) for aggregate gross proceeds to the Company of approximately $16 million, before deducting
placement agent fees and other estimated expenses payable by the Company. Pursuant to the Securities Purchase Agreement and the Registration
Statement (as defined below), the Company issued and sold: (i) 4,065,957 units (the “Ordinary Units”), each consisting of
one Class A ordinary shares of the Company, par value $0.00001 per share (the “Class A Ordinary Shares”), one series A warrant
to purchase one Class A Ordinary Shares (each a “Series A Warrant”) and one series B Warrant to purchase one Class A Ordinary
Share (each a “Series B Warrant”), and (ii) 19,022,066 pre-funded units (the “Pre-Funded Units”), each consisting
of one pre-funded warrant to purchase one Class A Ordinary Share (each a “Pre-Funded Warrant”), one Series A Warrant and one
Series B Warrant at a public offering price of $0.693 per Ordinary Unit and $0.69299 per Pre-Funded Unit. The Offering closed on March
24, 2026.
The Company anticipates receiving
approximately $14 million after fees and expenses payable by the Company in connection with the Offering. The Company intends to use a
portion of the net proceeds from the Offering to finance its potential acquisition of additional equity interests in LPW Electronics Co.,
Ltd of which it currently owns 20% of the outstanding shares, and the remainder for capital expenditures, operating capacity, working
capital, general corporate purposes and potential mergers and acquisitions in the future. However, the management of the Company will
have discretion in allocating the net proceeds in accordance with the above priorities and purposes, which will depend upon numerous factors,
including the progress of expansion and development efforts, whether or not the Company enters into strategic transactions, general operating
costs and expenditures, and the changing needs of the Company’s business.
Each Pre-Funded Warrant is
immediately exercisable at an exercise price of $0.00001 per share and will expire once exercised in full. The Series A Warrants and the
Series B Warrants are immediately exercisable and will expire on March 24, 2027. Each Series A Warrant has an initial exercise price per
share equal to $0.7277. The exercise price of each Series A Warrant will be reset immediately following the thirtieth (30th) calendar
day (the “Reset Date”) following the issuance date of the Series A Warrants to a price equal to 105% of the arithmetic average
of the sum of the three lowest per share VWAPs (as defined in the Series A Warrant) of the Ordinary Shares for the give (5) trading days
immediately prior to the Reset Date, provided that such price shall not be lower than $0.1386 (the “Floor Price”). On the
Reset Date, the number of Class A Ordinary Shares then available for issuance upon exercise of the Series A Warrants will be increased
so the aggregate exercise price of the Series A Warrants on the issuance date of each Series A Warrant will remain unchanged following
such reset. On the Reset Date, at the assumed Floor Price of $0.1386, a holder of Series A Warrant may be entitled to 5.25 Class A Ordinary
Shares upon exercise of a Series A Warrant and holders of Series A Warrants may be issued up to 121,212,121 Class A Ordinary Shares if
all Series A Warrants are exercised in full at the Floor Price after the Reset Date.
Each Series B Warrant
has an exercise price per share equal to $1.1781. A holder of Series B Warrants may, at any time and in its sole discretion, exercise
its Series B Warrants in whole or in part by means of a “zero exercise price” option in which the holder is entitled
to receive a number of Class A Ordinary Shares equal to the product of (a) the number of Class A Ordinary Shares that would be issuable
upon exercise of the Series B Warrant in accordance with the terms of such Series B Warrant if such exercise were by means of
a cash exercise rather than a cashless exercise and (b) the quotient obtained by dividing (i) the exercise price minus the lowest
VWAP of the Class A Ordinary Shares during the five (5) trading days immediately prior to the applicable exercise date (such VWAP,
the “Low Price”) by (ii) 50% of the Low Price. This “zero exercise price” option is only available at a time
when the applicable Low Price is lower than the then applicable Exercise Price. At no time can the Low Price be lower than the Floor Price.
Accordingly, if the holder elects the zero price exercise option, the number of shares of Class A Ordinary Shares issuable upon exercise
of the Series B Warrants could increase to up to an aggregate of 346,320,346 Class A Ordinary Shares, assuming the Low Price equals the
Floor Price at the time of such election.
Pursuant to the Securities Purchase Agreement, the Company agreed not
to (i) issue or enter into an agreement to issue any Ordinary Shares or Ordinary Share Equivalents (as defined in the Securities Purchase
Agreement), or (ii) file any registration statement or amendment or supplement thereto, subject to certain exceptions, for a period 30
days beginning on the date of the Securities Purchase Agreement. The Company also agreed not to enter into or effect any Variable Rate
Transaction (as defined in the Securities Purchase Agreement) beginning on the date of the Securities Purchase Agreement for a period
of 30 days, subject to certain exceptions. The Securities Purchase Agreement contains customary representations, warranties and closing
conditions therein.
Also on March 23, 2026, the
Company entered into a placement agency agreement (the “Placement Agency Agreement”) with Univest Securities, LLC (the “Placement
Agent”), pursuant to which the Placement Agent acted as sole placement agent for the Offering. Pursuant to the Placement Agency
Agreement, the Company agreed to pay the Placement Agent a cash fee equal to 7% of the gross proceeds
of the Offering and reimburse the Placement Agent for legal fees and other out-of-pocket fees, costs and expenses in the amount of up
to $164,900.
The securities offered and
sold by the Company were registered on the Company’s registration statement on Form F-1 (File No. 333-294360), as amended, which
was initially filed with the Securities and Exchange Commission (the “SEC”) on March 16, 2026 and was declared effective by
the SEC on March 20, 2026.
On March 23, 2026, the Company
issued a press release announcing the pricing of the Offering.
This report does not constitute
an offer to sell, or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction
in which such offer, solicitation, or sale would be unlawful prior to the registration or qualification under the securities laws of any
such state or jurisdiction.
Copies of the (i) form of
Pre-Funded Warrant, (ii) form of Series A Warrant, (iii) form of Series B Warrant, (iv) form of Securities Purchase Agreement, (v) Placement
Agency Agreement, and (vi) press release on March 23, 2026 are attached hereto as Exhibits 4.1, 4.2, 4.3, 10.1, 10.2 and 99.1, respectively,
and are incorporated by reference herein. The foregoing summaries of the terms of each agreement mentioned above are subject to, and qualified
in their entirety by, such documents.
Issuance of Class B Ordinary Shares
As reported previously, on
March 16, 2026, the Company entered into a share subscription agreement (the “Share Subscription Agreement”) with Man Tak
Lau, its controlling shareholder (the “Controlling Shareholder”), pursuant to which the Company agreed to issue and sell,
and the Controlling Shareholder agreed to subscribe for, 60,000,000 Class B ordinary shares of the Company, par value US$0.00001 (the
“Class B Ordinary Shares”, and, together with the Class A Ordinary Shares, the “Ordinary Shares”) for the total
consideration of $600 (the “Subscription”), subject to certain closing conditions. In connection with the Subscription, the
board of directors of the Company approved to re-classify and re-designate 60,000,000 Class A Ordinary Shares out of the authorized but
unissued Class A Ordinary Shares to Class B Ordinary Shares and adopted the fourth amended and restated memorandum and articles of association
to effect the reclassification and redesignation (the “New M&A”).
On March 16, 2026, the filing
of the New M&A was accepted by the Registrar of Corporate Affairs of the British Virgin Islands. The Subscription was closed on March
24, 2026. Immediately following the closing of the Subscription, the Controlling Shareholder owns 68,329,500 Ordinary Shares, including
5,829,500 Class A Ordinary Shares and 62,500,000 Class B Ordinary Shares, which represents approximately 70.8% of the total issued and
outstanding Ordinary Shares and approximately 97.8% of the total voting power after giving effect to the Offering and assuming no exercise
of the Pre-Funded Warrants, the Series A Warrants and Series B Warrants. The New M&A is attached hereto as Exhibit 3.1, and is incorporated
by reference herein.
EXHIBIT INDEX
| Exhibit No. |
|
Description |
| 3.1 |
|
Fourth Amended and Restated Memorandum and Articles of Association of the Registrant |
| 4.1 |
|
Form of Pre-Funded Warrant |
| 4.2 |
|
Form of Series A Warrant |
| 4.3 |
|
Form of Series B Warrant |
| 10.1 |
|
Form of Securities Purchase Agreement |
| 10.2 |
|
Placement Agency Agreement, dated as of March 23, 2026 |
| 99.1 |
|
Press Release, dated as of March 23, 2026 |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| |
LINKERS INDUSTRIES LIMITED |
| |
|
|
| |
By: |
/s/ Wai Kee Kan |
| |
Name: |
Wai Kee Kan |
| |
Title: |
Director and Chief Executive Officer |
Date: March 24, 2026
4
Exhibit 99.1
Linkers
Industries Announces Pricing of $16 Million Best Efforts Public Offering
SUNGAI
PENTANI, Malaysia, March 23, 2026 (GLOBE NEWSWIRE) -- Linkers Industries Limited (NASDAQ: LNKS) (the “Company”), a manufacturer
and supplier of wire and cable harnesses with operations in Malaysia, today announced the pricing of a best efforts public offering with
gross proceeds to the Company of approximately $16 million, before deducting placement agent fees and other estimated expenses payable
by the Company.
The
offering is comprised of 23,088,023 units consisting of one of the Company’s Class A ordinary shares (“Ordinary Shares”)
(or a pre-funded warrant to purchase one Ordinary Share in lieu thereof), one Series A Warrant to purchase one Ordinary Share at an initial
exercise price of $0.7277 per share (the “Series A Warrants”) and one Series B Warrant to purchase one Ordinary Share at
an initial exercise price of $1.1781 per share, (the “Series B Warrants” and, together with the Series A Warrants, the “Warrants”).
The pre-funded warrants are exercisable immediately upon issuance and expire when exercised in full. The Series A Warrants are exercisable
immediately upon issuance and will expire on the one-year anniversary of their issuance date and the Series B Warrants are exercisable
immediately upon issuance and will expire on the one-year anniversary of their issuance date.
The
purchase price of each unit is $0.693, and the purchase price of each pre-funded unit is such price minus $0.00001. The Ordinary Shares,
pre-funded warrants, Series A Warrants and Series B Warrants as part of the units or the pre-funded units are being sold together but
are immediately separable and issued separately.
The
Company intends to use a portion of the net proceeds to finance its potential acquisition of additional equity interests in LPW Electronics
Co Ltd, of which it currently owns 20% of the outstanding shares, and the remainder for capital expenditures, operating capacity, working
capital, general corporate purposes and potential business combinations or acquisitions in the future. The offering is expected to close
on or about March 24, 2026.
Univest
Securities, LLC is acting as sole placement agent for the offering.
The
securities described above are being offered by the Company pursuant to a registration statement on Form F-1 (File No. 333-294360) (the
“Registration Statement”) previously filed and declared effective, by the Securities and Exchange Commission (the “SEC”).
The offering is being made only by means of a preliminary prospectus which is a part of the Registration Statement. A final prospectus
relating to the offering will be filed with the SEC and, once filed, will be available on the SEC’s website at www.sec.gov.
Electronic copies of the final prospectus relating to this offering may be obtained, when available, by contacting Univest Securities,
LLC at info@univest.us, or by calling +1 (212) 343-8888.
This
press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities
in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under
the securities laws of any such state or jurisdiction.
About
Linkers Industries Limited
Linkers
Industries Limited is a manufacturer and a supplier of wire/cable harnesses with manufacturing operations in Malaysia and have more than
20 years’ experience in the wire/cable harnesses industry. The Company offers customized wire harness for different applications
and electrics designs. Our customers are generally global brand name manufacturers and original equipment manufacturers in the home appliances,
industrial products and automotive industries that are mainly based in the Asia Pacific Region.
Forward-Looking
Statements
This
press release may contain “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act
of 1995 that are based on the beliefs and assumptions and on information currently available to management of the Company. All statements
other than statements of historical fact contained in this press release are forward-looking statements, including statements regarding
the completion and timing of the offering, the anticipated total gross proceeds from the offering and the uses thereof. In some cases,
you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expects,”
“plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential”
or “continue” or the negative of these terms or other comparable terminology. Forward-looking statements involve known and
unknown risks, uncertainties and other factors that may cause the Company’s actual results, performance or achievements to be materially
different from any future results, performance or achievements expressed or implied by the forward-looking statements. These risks and
uncertainties include, but are not limited to, the risks and uncertainties related to global economic or market conditions, changes in
the operating plans or funding requirements, satisfaction of customary closing conditions related to the offering and the risks and uncertainties
set forth in the “Risk Factors” section of the Company’s Annual Report on Form 20-F for the year ended June 30, 2025,
and subsequent reports that the Company files with the SEC. Forward-looking statements represent the Company’s beliefs and assumptions
only as of the date of this press release. Although the Company believes that the expectations reflected in the forward-looking statements
are reasonable, it cannot guarantee future results, levels of activity, performance or achievements. Except as required by law, the Company
assumes no obligation to publicly update any forward-looking statements for any reason after the date of this press release to conform
any of the forward-looking statements to actual results or to changes in its expectations
For
investor and media inquiries, please contact:
Lot
A99, Jalan 2A-3, A101 & A102, Jalan 2A,
Kawasan Perusahaan MIEL Sungai Lalang,
08000 Sungai Petani, Kedah Darul Aman, Malaysia
Tel
: +60 4 4417802
Email:
linkers.ir@linkers-hk.com
