Linkage Global (UZX) completes US$600,000 Regulation S private placement

Rhea-AI Filing Summary

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.

Insights

Equity capital markets analyst

Linkage Global raises US$600,000 via small offshore private placement.

Linkage Global Inc completed a private placement of up to 5,000,000 Class A ordinary shares at US$0.12 per share, raising up to US$600,000 from two non-U.S. investors under Regulation S. Proceeds are earmarked for general corporate purposes.

The transaction modestly strengthens liquidity while adding equity dilution, though the filing does not quantify company size to gauge relative impact. Because the shares were sold offshore and unregistered, near-term trading depends on the planned registration statement.

The company agreed to file a registration statement on Form F-1 or, if eligible, Form F-3 within thirty business days after the June 12, 2026 closing. Subsequent SEC effectiveness of that registration will determine when these investors can freely resell the shares into the U.S. market.

Key Figures

Shares issued: Up to 5,000,000 shares Share price: US$0.12 per share Total proceeds: Up to US$600,000 +3 more

6 metrics

Shares issued Up to 5,000,000 shares Class A ordinary shares in private placement

Share price US$0.12 per share Private placement purchase price

Total proceeds Up to US$600,000 Gross purchase price from private placement

Par value US$0.0025 per share Class A ordinary shares par value

Registration deadline 30 business days Time to file SEC registration after June 12, 2026 closing

Closing date June 12, 2026 Private placement closed

Key Terms

Securities Purchase Agreement, private placement, Regulation S, Rule 903, +2 more

6 terms

Securities Purchase Agreement financial

"entered into a Securities Purchase Agreement (the “Purchase Agreement”) with two investors"

A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.

private placement financial

"issue and sell, in a private placement offering (the “Private Placement”), up to an aggregate of 5,000,000 Class A ordinary shares"

A private placement is a way for companies to raise money by selling securities directly to a small group of investors instead of through a public offering. This process is often quicker and less regulated, making it similar to offering a special, exclusive investment opportunity to select individuals or institutions. For investors, it can provide access to unique investment options that are not available on public markets.

Regulation S regulatory

"offered in reliance on the exemption provided by Rule 903 of Regulation S under the Securities Act"

Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.

Rule 903 regulatory

"reliance on the exemption provided by Rule 903 of Regulation S under the Securities Act"

registration statement regulatory

"the Company will file a registration statement with the U.S. Securities and Exchange Commission"

A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.

Form F-3 regulatory

"either on Form F-1 or, at the Company’s discretion and if eligible, on Form F-3"

Form F-3 is a U.S. securities filing that lets eligible foreign companies pre-register and then quickly sell shares or other securities to raise money, because they already meet ongoing reporting and size tests. For investors it signals that the company is up-to-date with regulatory disclosure and has an efficient way to issue new securities — similar to a pre-approved credit line — which can mean faster capital raises but also potential dilution of existing holdings.

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Form 6-K: How Foreign Companies Report to the SEC →

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 June 2026

Commission File Number: 001-41887

Linkage Global Inc

2-23-3 Minami-Ikebukuro, Toshima-ku
Tokyo, Japan 171-0022

(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 ☐ 

Entry into Securities Purchase Agreement

On June 5, 2026, Linkage Global Inc., a Cayman Islands exempted company (the “Company”), entered into a Securities Purchase Agreement (the “Purchase Agreement”) with two investors (the “Purchasers”). Pursuant to the Purchase Agreement, the Company agreed to issue and sell, in a private placement offering (the “Private Placement”), up to an aggregate of 5,000,000 Class A ordinary shares, par value US$0.0025 per share, for a total purchase price of up to US$600,000, at a purchase price of US$0.12 per share (the “Shares”). The net proceeds from the Private Placement will be used for general corporate purposes. The Private Placement was closed on June 12, 2026.

The Shares have not been registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and were not offered pursuant to a registration statement. Instead, they were offered in reliance on the exemption provided by Rule 903 of Regulation S under the Securities Act, as the Purchasers are non-U.S. persons.

Pursuant to the Purchase Agreement, no later than thirty (30) business days after the Closing (as defined in the Purchase Agreement), the Company will file a registration statement with the U.S. Securities and Exchange Commission (“SEC”) to register the Shares, either on Form F-1 or, at the Company’s discretion and if eligible, on Form F-3.

The foregoing description of the Purchase Agreement is not complete and is qualified in its entirety by reference to the text of such document, which is filed as Exhibit 10.1 hereto and which is incorporated herein by reference

EXHIBIT INDEX

Exhibit No.		Description
10.1		Form of Securities Purchase Agreement

1 

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.

	Linkage Global Inc
Date: June 12, 2026	By:	/s/ Hong Chen
	Name:	Hong Chen
	Title:	Chief Executive Officer

2 

FAQ

What did Linkage Global Inc (UZX) announce in its June 2026 Form 6-K?

Linkage Global Inc reported a private placement of up to 5,000,000 Class A ordinary shares at US$0.12 per share. This raises up to US$600,000 from two non-U.S. investors, with proceeds designated for general corporate purposes.

How much capital is Linkage Global Inc (UZX) raising in the private placement?

The company agreed to sell up to 5,000,000 Class A ordinary shares for total proceeds of up to US$600,000. Each share is priced at US$0.12, providing additional funding for general corporate purposes after the June 12, 2026 closing.

Under what exemption did Linkage Global Inc (UZX) issue the new shares?

The new shares were issued under Rule 903 of Regulation S, relying on an exemption from U.S. registration because the purchasers are non-U.S. persons. The shares were not offered pursuant to a U.S. Securities Act registration statement.

When will Linkage Global Inc (UZX) register the private placement shares with the SEC?

The company committed to file a registration statement with the SEC no later than thirty business days after the June 12, 2026 closing. It may use Form F-1 or, at its discretion and if eligible, Form F-3 to register these shares.

How will Linkage Global Inc (UZX) use proceeds from the private placement?

The filing states that net proceeds from selling up to 5,000,000 Class A ordinary shares at US$0.12 per share, totaling up to US$600,000, will be used for general corporate purposes. No further breakdown of specific projects or expenditures is provided.

Filing Exhibits & Attachments

1 document

Agreements & Contracts

• EX-10.1 FORM OF SECURITIES PURCHASE AGREEMENT 158.6 KB