Linkers Industries (NASDAQ: LNKS) plans 60M Class B share issue, shifts rules

Rhea-AI Filing Summary

Linkers Industries Limited has told Nasdaq it will follow Malaysian home country practices instead of certain Nasdaq rules. It will not be bound by requirements to hold an annual shareholder meeting within one year of fiscal year-end, obtain shareholder approval for many share issuances related to acquisitions or non-public transactions, or disclose third-party director and nominee compensation as Nasdaq otherwise requires.

The company also signed a share subscription agreement with its controlling shareholder, Man Tak Lau, for 60,000,000 Class B ordinary shares at a total consideration of $600. These shares will come from reclassifying 60,000,000 authorized but unissued Class A ordinary shares into Class B shares, under a new fourth amended and restated memorandum and articles of association. Closing of this subscription depends on completion of an offering under a registration statement filed the same day and successful filing of the new governing documents.

Positive

• None.

Negative

• Reduced shareholder protections under Nasdaq rules: Linkers Industries will follow home country practice instead of holding timely annual meetings, seeking shareholder approval for many equity issuances, or disclosing third-party director compensation, materially weakening typical U.S.-style governance safeguards.

Insights

Corporate governance analyst

Linkers reduces Nasdaq-style shareholder protections while reshaping its capital structure.

Linkers Industries has chosen to rely on Malaysian home country practice instead of key Nasdaq rules on annual meetings, shareholder approval for many equity issuances, and disclosure of third-party director compensation. This weakens the formal role U.S. shareholders normally have in governance decisions.

The company also agreed that its controlling shareholder, Man Tak Lau, will subscribe for 60,000,000 Class B ordinary shares for total consideration of $600, by reclassifying authorized but unissued Class A shares. This appears primarily structural rather than capital-raising, as the cash amount is minimal relative to the large share count.

Completion of this subscription depends on closing an offering under a registration statement filed on March 16, 2026 and successfully filing new memorandum and articles of association. Subsequent disclosures in that registration and future reports will clarify how these changes affect voting dynamics and ongoing governance arrangements.

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 ☐

On March 16, 2026, Linkers Industries Limited (the “Company”) notified The Nasdaq Stock Market, LLC (“Nasdaq”), that it intends to follow its home country practice in lieu of the following Nasdaq Rules:

	●	Rule 5620, which requires the holding of an annual meeting of shareholders no later than one year after each fiscal year-end;
	●	Rule 5635(a) and (d), which require shareholder approval prior to an issuance of securities in connection with the acquisition of the stock or assets of another company, and with any transactions other than public offerings; and
	●	Rule 5250(b)(3), which requires disclosure of third party director and nominee compensation.

On March 16, 2026, the Company also entered into a share subscription agreement with Man Tak Lau (the “Share Subscription Agreement”), its controlling shareholder (the “Controlling Shareholder”), pursuant to which the Company has agreed to issue and allot, and the Controlling Shareholder has agreed to subscribe for, 60,000,000 Class B ordinary shares of the Company, par value US$0.00001 (the “Class B Ordinary Shares”) in 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, par value US$0.00001 (the “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 (the “New M&A”). Closing of the Subscription is conditional upon the closing of the offering under its registration statement filed with the Securities and Exchange Commission today and the successful filing of the New M&A.

Copy of the Share Subscription Agreement and the form of the New M&A are attached hereto as Exhibits 10.1 and 3.1 respectively, and are incorporated by reference herein.

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EXHIBIT INDEX

Exhibit No.		Description
3.1		Form of the Fourth Amended and Restated Memorandum and Articles of Association of the Registrant
10.1		Share Subscription Agreement, dated as of March 16, 2026, by and between the Registrant and Man Tak Lau

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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 16, 2026

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FAQ

What Nasdaq rules is Linkers Industries Limited (LNKS) opting out of?

Linkers Industries will follow home country practice instead of Nasdaq Rules 5620, 5635(a) and (d), and 5250(b)(3). This means it will not be bound by Nasdaq’s requirements on annual shareholder meetings, many share-issuance approvals, or disclosure of third-party director and nominee compensation.

What share subscription did Linkers Industries (LNKS) agree with its controlling shareholder?

Linkers Industries agreed a share subscription where controlling shareholder Man Tak Lau will subscribe for 60,000,000 Class B ordinary shares. The total consideration is just $600, highlighting this is primarily a structural capital reclassification rather than a significant cash-raising transaction for the company.

How will Linkers Industries create the 60,000,000 new Class B shares?

The company’s board approved reclassifying 60,000,000 authorized but unissued Class A ordinary shares into Class B ordinary shares. This reclassification is tied to adopting a fourth amended and restated memorandum and articles of association, which will govern the new share structure going forward.

What conditions must be satisfied before the Linkers Industries subscription closes?

Closing of the subscription is conditional on two events: the closing of an offering under a registration statement filed the same day, and successful filing of the fourth amended and restated memorandum and articles of association. Both steps must occur before the share issuance completes.

How does following home country practice affect Linkers Industries (LNKS) shareholders?

By following home country practice, Linkers Industries will not be required by Nasdaq to hold an annual meeting within one year of fiscal year-end or seek shareholder approval for many share issuances. It also avoids mandatory disclosure of third-party director compensation, altering typical transparency expectations.

Who is Man Tak Lau in relation to Linkers Industries Limited (LNKS)?

Man Tak Lau is identified as the controlling shareholder of Linkers Industries. Under a share subscription agreement dated March 16, 2026, he agreed to subscribe for 60,000,000 Class B ordinary shares, subject to closing conditions tied to a concurrent offering and new governing documents.

Filing Exhibits & Attachments

2 documents

Agreements & Contracts

• EX-10.1 SHARE SUBSCRIPTION AGREEMENT, DATED AS OF MARCH 16, 2026, BY AND BETWEEN THE REG 46.6 KB

Other Documents

• EX-3.1 FORM OF THE FOURTH AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION O 283.8 KB