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Linkage Global Inc, a Cayman Islands holding company for e-commerce operations in Japan, Hong Kong, the United States, and mainland China, has established an at-the-market program to sell up to $16,000,000 of Class A ordinary shares through Craft Capital Management LLC as sales agent. The company will pay the sales agent a 3.0% commission on gross proceeds and expects, if the full amount is sold, to receive estimated net proceeds of about $15,455,000 for general corporate purposes. Class A ordinary shares outstanding were 59,138,185 as of July 10, 2026, and could increase to up to 112,649,890 shares if 53,511,705 shares are sold at an assumed price of $0.299 per share; this is a baseline share count illustration, not a commitment. The company highlights significant legal and operational risks tied to its PRC and Hong Kong subsidiaries, including evolving cybersecurity, data, foreign listing, and capital-control regimes, as well as potential HFCAA-related delisting risk and existing Nasdaq minimum bid-price deficiency risk. Investors buy shares in the Cayman holding company, not directly in the operating subsidiaries, and the company currently does not expect to pay dividends in the foreseeable future.
Linkage Global Inc entered a sales agreement with Craft Capital Management LLC permitting an at-the-market offering of Class A ordinary shares with an aggregate offering price of up to $16,000,000 under its effective Form F-3 shelf registration.
The company may instruct the sales agent to sell shares over time, paying a 3.0% commission on gross proceeds and reimbursing up to $75,000 of expenses plus $2,500 per quarter when the program is used. The arrangement imposes no obligation on either party to sell or purchase shares.
Linkage Global Inc reported unaudited results for the six months ended March 31, 2026, showing lower revenue but a smaller loss. Revenue was $2.62 million, down from $3.50 million a year earlier, mainly due to reduced cross‑border sales and digital marketing activity, partly offset by new headset licensing and fully managed e‑commerce services.
The net loss narrowed to $1.67 million from $3.09 million, helped by much lower interest expense and a $0.50 million fair value gain on a convertible note derivative. Operating cash outflow rose to $3.43 million, funded by $1.50 million of new equity, additional convertible notes and short‑term loans to third parties, while cash ended at $0.53 million.
Linkage Global Inc entered into a Securities Purchase Agreement with two non-U.S. investors for a private placement of up to 5,000,000 Class A ordinary shares at US$0.12 per share, for total proceeds of up to US$600,000. The offering closed on June 12, 2026, and the company plans to use the cash for general corporate purposes. The shares were issued under Regulation S and were not registered under the U.S. Securities Act. Within thirty business days after closing, the company intends to file a registration statement on Form F-1 or, if eligible, Form F-3 to register these shares with the SEC.
Linkage Global Inc registers up to 833,333 Class A Ordinary Shares for resale by a selling shareholder under a Form F-3 shelf registration. This prospectus relates to resale from time to time after the registration statement is declared effective and states that the Company will not receive proceeds from these sales.
The prospectus describes the Company as a Cayman Islands holding company operating through entities in Japan, Hong Kong, the PRC and the U.S., summarizes key business lines (cross-border sales and integrated e-commerce services), discloses voting/control by a 93.12% holder, and highlights material risks tied to PRC/Hong Kong regulatory, cybersecurity, data‑transfer and dividend‑repatriation uncertainties.
Linkage Global Inc director Chen Hong has filed an initial Form 3, which is the statement of beneficial ownership for company insiders. In this filing, no stock transactions are reported and no derivative positions are listed, indicating this is a baseline disclosure of insider status.
Wu Zhihua reported acquisition or exercise transactions in this Form 4 filing.
Linkage Global Inc reported that Chairman Wu Zhihua received a board-approved share issuance as part of his compensation. On April 15, 2026, the company issued 6,000,000 Class B ordinary shares at a subscription price of US$0.0025 per share, for total consideration of US$15,000. Following this grant, Wu directly holds 7,000,000 Class B ordinary shares. The company notes that this Form 4 was filed late due to an inadvertent administrative error, not an error by the reporting person.
Linkage Global Inc director Wu Zhihua filed an amended Form 3 to report his ownership in the company. The filing shows he directly holds 1,000,000 Class B Ordinary Shares and indirectly holds 494,922 Class A Ordinary Shares through Smart Bloom Global Limited, a British Virgin Islands company he controls. This amendment reflects ownership positions rather than new share purchases or sales.
Linkage Global Inc filed an insider ownership report identifying Chen Shiming as a director of the company. The data provided shows no reported transactions, no share purchases or sales, and no derivative positions or holdings listed for this reporting person.