Linkage Global Inc-A美股招股说明书(2025-12-30版)

Linkage Global Inc This prospectus relates to the resale from time to time by the selling shareholder identified in this prospectus (the “SellingShareholder”) of up to 9,352,227 Class A Ordinary Shares, par value US$0.0025 per share (“Class A Ordinary Shares”), consisting ofClass A Ordinary Shares issuable upon exercise of the unsecured convertible note in the principal amount of $3,500,000 issued by theCompany on July 17, 2025, and amended on October 6, 2025 (the “Initial Note”). The Initial Note was issued to the SellingShareholder in a private placement at an original issue discount of ten percent (10%), with each $1,000 principal amount of InitialNote being purchased at a price of approximately $900. The Initial Note bears interest at a rate of ten percent (10%) per annum andhas a maturity date of July 17, 2027. The Initial Note is convertible at the option of the Selling Shareholder into Class A Ordinary Shares at a conversion rate equal to(i) 110% of the sum of the principal, interest and any late charges of the Note or any applicable unpaid amounts (the “ConversionAmount”) divided by (ii) the applicable conversion price (the “Conversion Price”). The initial Conversion Price is equal to the closingsale price of the Company’s Class A Ordinary Shares on the trading day prior to the issuance of the Initial Note (such closing price onJuly 16, 2025, was $2.47) , subject to adjustment as provided in the Initial Note, including without limitation, in the event of anysubsequent dilutive issuance at a price lower than the Conversion Price then in effect. The Conversion Price will reset on the date theRegistration Statement is declared effective by the SEC and every three months thereafter to the lower of (i) the Conversion Price thenin effect, and (ii) the applicable Alternate Conversion Price, which means the lowest of (A) the applicable Conversion price as in effecton the applicable conversion date of the applicable alternate conversion, and (B) the greater of (x) the Floor Price then in effect and (y)90% of the lowest daily VWAP of the Company’s Class A Ordinary Shares in the prior ten (10) consecutive trading day period endingand including the trading day immediately preceding the delivered or deemed delivery of the applicable conversion notice (the“Alternate Conversion Price”). As a result of such terms, and if the applicable Alternate Conversion Price will fall below the applicableConversion Price then in effect, the potential number of Class A Ordinary Shares underlying the Notes will increase. We are registering the securities listed above pursuant to the Selling Shareholder’s registration rights contained in that certainRegistration Rights Agreement, dated July 17, 2025, as amended on October 6, 2025, between us and such Selling Shareholder. The Selling Shareholder is identified in the table commencing on page 100. No Class A Ordinary Shares are being registeredhereunder for sale by us. We will not receive any proceeds from the sale of the Class A Ordinary Shares by the Selling Shareholder. Allnet proceeds from the sale of the Class A Ordinary Shares covered by this prospectus will go to the Selling Shareholder (see “Use ofProceeds”). The Selling Shareholder is offering its securities to further enhance liquidity in the public trading market for our equitysecurities in the United States. Unlike an initial public offering, any sale by the Selling Shareholder of the Class A Ordinary Shares isnot being underwritten by any investment bank. The Selling Shareholder may sell all or a portion of the Class A Ordinary Shares fromtime to time in market transactions through any market on which our Class A Ordinary Shares are then traded, in negotiatedtransactions or otherwise, and at prices and on terms that will be determined by the then prevailing market price or at negotiated pricesdirectly or through a broker or brokers, who may act as agent or as principal or by a combination of such methods of sale (see “Plan ofDistribution”). Our Class A Ordinary Shares currently trade on The Nasdaq Capital Market under the symbol “LGCB.” The last reported closingprice of our Class A Ordinary Shares on August 14, 2025 was $2.35. We are a “controlled company” as defined under the Listing Rules of The Nasdaq Stock Market LLC (“Nasdaq”) and we qualifyas a “foreign private issuer,” as defined in Rule 405 under the U.S. Securities Act of 1933, as amended, or the Securities Act, and areeligible for reduced public company reporting requirements. Unless otherwise stated, as used in this prospectus, the terms “we,” “us,” “our,” “Linkage Cayman,” “Linkage,” “our Company,”and the “Company” refer to Linkage Global Inc, a Cayman Islands exempted company, and when describing Linkage Cayman’sconsolidated financial information for the fiscal years ended September 30, 2024 and 2023, also includes Linkage Cayman’ssubsidiaries; “Linkage Holding” refers to Linkage Holding (Hong Kong) Limited, a Hong Kong corporation, which is wholly ow