IPO - Linkage Global Inc

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Form Type: 424B4

Filing Date: 2025-01-03

Corporate Action: Ipo

Type: New

Accession Number: 000121390025000513

Filing Summary: Linkage Global Inc has filed a registration statement for the resale of up to 45,125,000 Class A Ordinary Shares, which are to be sold by identified selling shareholders. These shares include those from the conversion of 8% OID Convertible Promissory Notes issued on September 18, 2024. The Company will not receive proceeds from these sales; instead, all proceeds will benefit the selling shareholders aiming to enhance liquidity in the public market. The Class A Ordinary Shares are traded on The Nasdaq Capital Market under the symbol LGCB. As of December 20, 2024, the last reported closing price was $0.3699. The document also details the status of Linkage Global as a controlled company and foreign private issuer, presenting information on its subsidiary structure in Hong Kong and mainland China, potential regulatory risks from the PRC, especially in terms of cybersecurity, and implications of recent legislative changes affecting overseas listings. It elaborates on the compliance measures regarding data protection laws in Hong Kong and addresses possible impacts from U.S. laws like the HFCA Act on its ability to maintain a public listing.

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Additional details:

Share Class: Class A Ordinary Shares


Number Of Shares: 45,125,000


Offering Type: resale


Conversion Notes: 8% OID Convertible Promissory Notes


Notes Issue Date: 2024-09-18


Market Symbol: LGCB


Closing Price: $0.3699


Last Reported Price Date: 2024-12-20


Form Type: CORRESP

Filing Date: 2024-12-31

Corporate Action: Ipo

Type: New

Accession Number: 000121390024113687

Filing Summary: Linkage Global Inc requested the acceleration of effectiveness for their Registration Statement on Form F-1, initially filed on November 27, 2024. They aim for the registration to become effective at 5:00 p.m. Eastern Time on December 31, 2024, or as soon thereafter as practicable. This indicates their intention to go public through an IPO.

Document Link: View Document

Additional details:

Registration Statement: F-1


Initial File Date: 2024-11-27


Requested Effectivity Time: 2024-12-31 17:00 EST


Contact Person: Cara Wirth


Ceo Name: Zhihua Wu


Ceo Title: Chief Executive Officer


Form Type: F-1/A

Filing Date: 2024-12-31

Corporate Action: Ipo

Type: Update

Accession Number: 000121390024113621

Filing Summary: This document is an Amendment No. 2 to Registration Statement on Form F-1 for Linkage Global Inc, filed with the SEC, indicating the registration of securities under the Securities Act of 1933. It serves the purpose of including two additional exhibits. The approximate date for the proposed sale to the public is set soon after this registration's effective date. The registrant declares itself as an emerging growth company and has indicated that it has amended its articles of association for indemnification of its directors and officers against liabilities, barring specific actions such as actual fraud. The filing outlines recent unregistered securities sales, including the issuance of convertible promissory notes totaling $10,830,000 and Class A Ordinary Shares, emphasizing the agreements for future financing rights and repayment conditions. Additionally, details of a securities purchase agreement and an amendment related to the terms of the convertible notes are provided, highlighting significant financial transactions and corporate governance aspects.

Document Link: View Document

Additional details:

Exact Name Of Registrant: Linkage Global Inc


State Or Jurisdiction: Cayman Islands


Address Of Principal Executive Offices: 2-23-3 Minami-Ikebukuro, Toshima-ku, Tokyo, Japan 171-0022


Agent For Service Address: Cogency Global Inc. 122 East 42nd Street, 18th Floor, New York, NY 10168


Type Of Securities Being Registered: Class A Ordinary Shares and convertible promissory notes


Amount Of Indemnification: Against all actions, proceedings, costs, charges, expenses, losses, damages, or liabilities


Notable Exemption: Section 4(a)(2) of the Securities Act


Gross Proceeds From Sales: $10,830,000


Date Of Recent Sales: 2024-09-18


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