Linkage Global Inc-A美股招股说明书(2026-07-20版)

Linkage Global Inc傳丞環球股份有限公司 Linkage Global Inc (the “Company,” “Linkage,” “we,” “us” or “our”) has entered into a sales agreement (the “Sales Agreement”),with Craft Capital Management LLC (the “Sales Agent”) relating to the sale of our Class A ordinary shares, par value $0.0025 pershare (“Class A Ordinary Shares”), offered by this prospectus supplement and the accompanying base prospectus. In accordance withthe Sales Agreement, we may offer Class A Ordinary Shares, from time to time through or to the Sales Agent, as agent, for anaggregate offering price of up to $16,000,000. Sales of our Class A Ordinary Shares, if any, under this prospectus supplement and the accompanying base prospectus will be made byany method permitted by applicable law deemed to be an “at the market offering” as defined in Rule 415 under the Securities Act of1933, as amended (the “Securities Act”). Subject to the terms of the Sales Agreement, the Sales Agent will make all sales usingcommercially reasonable efforts consistent with its normal sales and trading practices on terms mutually agreed upon between theSales Agent and us. There is no arrangement for funds to be received in an escrow, trust or similar arrangement. The Sales Agent will be entitled to compensation of 3.0% of the gross proceeds from each sale of our Class A Ordinary Shares throughit pursuant to the Sales Agreement. The net proceeds to us that we receive from sales of our Class A Ordinary Shares will depend onthe number of such shares actually sold and the offering price for such shares. See “Plan of Distribution” beginning on page S-9 foradditional information regarding the compensation to be paid to the Sales Agent. We are limited to the sale of not more than$16,000,000 of our Class A Ordinary Shares pursuant to the Sales Agreement. Based on the trading price of our Class A OrdinaryShares and because there is no minimum offering amount provided for under the Sales Agreement, the actual proceeds to us will vary. In connection with the sale of the Class A Ordinary Shares on our behalf, the Sales Agent will be deemed to be an “underwriter” withinthe meaning of the Securities Act, and the compensation of the Sales Agent will be deemed to be underwriting commissions ordiscounts. We have also agreed to provide indemnification and contribution to the Sales Agent against certain civil liabilities, includingliabilities under the Securities Act or the Securities Exchange Act of 1934, as amended, or the Exchange Act. We will pay all of the expenses incident to the registration, offering and sale of the Class A Ordinary Shares under this prospectussupplement and the accompanying base prospectus. As of the date of this prospectus supplement, the authorized share capital of the Company is US$2,525,000 divided into 998,000,000Class A Ordinary Shares of par value US$0.0025 each and 12,000,000 Class B Ordinary Shares of par value US$0.0025 each (the“Class B Ordinary Shares”). Holders of Class A Ordinary Shares and Class B Ordinary Shares have the same rights and privilegesexcept for voting and conversion rights. In respect of all matters subject to vote by way of poll at general meetings of the Company,each holder of Class A Ordinary Shares are entitled to one vote per one Class A Ordinary Share and each holder of Class B OrdinaryShares are entitled to 100 votes per one Class B Ordinary Share. Class B Ordinary Shares are convertible into Class A Ordinary Sharesat any time at the option of the holder. Each one (1) Class B Ordinary Share is convertible into one (1) Class A Ordinary Share. ClassA Ordinary Shares are not convertible into shares of any other class. As of the date of this prospectus supplement, we have 59,138,185Class A Ordinary Shares and 7,000,000 Class B Ordinary Shares issued and outstanding, respectively. Our Class A Ordinary Shares are listed on the Nasdaq Capital Market under the symbol “UZX.” On July 17, 2026, the last reportedsale price of our Class A Ordinary Shares on The Nasdaq Capital Market was $0.264 per share. As of the date of this prospectus supplement, the aggregate market value of our outstanding Class A Ordinary Shares held by non-affiliates is $49,226,740.92 based on 59,138,185 shares of outstanding Class A Ordinary Shares on July 10, 2026, of which 58,603,263shares are held by non-affiliates, and a per share price of $0.84 based on the closing sale price of our Class A Ordinary Shares on May27, 2026. Pursuant to General Instruction I.B.5 of Form F-3, in no event will we sell our Class A Ordinary Shares in a public primaryoffering with a value exceeding more than one-third of our public float in any 12-month period so long as our public float remainsbelow $75,000,000. During the previous 12 calendar months prior to and including the date of this prospectus supplement, we had notoffered any of our securities pursuant to General Instruction I.B.5 of Form F-3. We are a holding company incorporated in the Cayman Islands with no operations of i