Linkers Industries Ltd-A美股招股说明书(2026-03-24版)

Up to 23,088,023 Pre-Funded Units(Each Contains One Pre-Funded Warrant,One SeriesA Warrant to Purchase One Class A Ordinary Share andOne SeriesB Warrant to Purchase One Class A Ordinary Share) Up to 23,088,023 Series A Warrants to Purchase One Class A Ordinary Shareincluded in the Units or Pre-Funded Units Up to 23,088,023 Series B Warrants to Purchase One Class A Ordinary Shareincluded in the Units or Pre-Funded Units Up to 23,088,023 Class A Ordinary Shares included in the Ordinary UnitsUp to 23,088,023 Class A Ordinary Shares Underlying the Pre-Funded WarrantsUp to 121,212,121 Class A Ordinary Shares Underlying the SeriesA WarrantsUp to 346,320,346 Class A Ordinary Shares Underlying the SeriesB Warrants(which contains a zero exercise price option) LINKERS INDUSTRIES LIMITED Linkers Industries Limited (the “Company,” “LIL,” the “registrant,” “we,” “our” or “us”) is offering on a best-efforts basis up to23,088,023 ordinary units (“Ordinary Units”). Each Ordinary Unit consists of one class A ordinary share, par value $0.00001 per share(each a “Class A Ordinary Share,” and, collectively, the “Class A Ordinary Shares”), one SeriesA warrant to purchase one Class AOrdinary Share (each a “SeriesA Warrant,” and, collectively, the “SeriesA Warrants”), and one SeriesB warrant to purchase one ClassA Ordinary Share (each a “SeriesB Warrant,” and, collectively, the “SeriesB Warrants”), at the public offering price of $0.693 perOrdinary Unit. We are also offering to those purchasers, if any, whose purchase of the Ordinary Unitsin this offering would result in thepurchaser, together with its affiliates, beneficially owning more than 4.99% (or, at the election of the purchaser, 9.99%) of ouroutstanding Class A Ordinary Shares immediately following the consummation of this offering, the opportunity to purchase, if they sochoose, pre-funded units (“Pre-Funded Units,” and collectively with the Ordinary Units, the “Units”), each consisting of one pre-funded warrant to purchase one Class A Ordinary Share (each a “Pre-Funded Warrant,” and, collectively, the “Pre-Funded Warrants”),one SeriesA Warrant and one SeriesB Warrant in lieu of the Ordinary Unitsthat would otherwise result in ownership in excess of4.99% (or 9.99%, as applicable) of our outstanding Class A Ordinary Shares. The purchase price of each Pre-Funded Unit will equalthe price per Ordinary Unit being sold to the public in this offering minus $0.00001 and the remaining exercise price of each Pre-Funded Warrants will equal $0.00001 per share. For each Pre-Funded Unit that we sell, the number of Ordinary Unitsthat we areoffering will be decreased on a one-for-one basis. The Pre-Funded Warrants, the SeriesA Warrants and the SeriesB Warrants arecollectively referred to as the “Warrants.” The Warrants will not be listed on the Nasdaq Capital Market (“Nasdaq”) and are notexpected to trade in any market. The SeriesA Warrants and the SeriesB Warrants are immediately exercisable and will expire on the one-year anniversary of theoriginal issuance date. Each SeriesA Warrant have an initial exercise price per share equal to 105% of the price per Ordinary Unit soldin this offering, or $0.7277. The exercise price of each SeriesA Warrant will be reset immediately following the thirtieth (30th)calendar day (the “Reset Date”) following the issuance date of the SeriesA Warrants to a price equal to 105% of the arithmetic averageof the sum of the three lowest per share VWAPs (as defined below) of the Class A Ordinary Shares on Nasdaq for the five (5)tradingdays immediately prior to the Reset Date; provided that such price shall not be lower than $0.1386 (the “Floor Price”). On the ResetDate, at the Floor Price, the number of Class A Ordinary Shares then available for issuance upon exercise of the Series A Warrants willbe increased so the aggregate exercise price of the Series A Warrants on the issuance date of each Series A Warrant will remainunchanged following such reset. On the Reset Date, a holder of Series A Warrant may be entitled to 5.25 Class A Ordinary Shares uponexercise 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 SeriesA Warrants are exercised in full, at the Floor Price. Each SeriesB Warrant has an exercise price per share equal to 170% of the price per Ordinary Unit sold in this offering, or$1.1781. “VWAP” means, with respect to anytrading day, the price determined by the first of the following clauses that applies: (a)ifthe Class A Ordinary Shares are then listed or quoted on Nasdaq or a similar trading market (a “Trading Market”), the daily volumeweighted average price of the Class A Ordinary Shares for such date (or the nearest preceding date) on the Trading Market on whichthe Class A Ordinary Shares are then listed or quoted as reported by Bloomberg L.P. (based on a trading day from 9:30a.m. (NewYorkCity time) to 4:02p.m. (NewYork City time)), (b)if OTCQB or OTCQX is not a Trading Market