IPO - Linkage Global Inc

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Form Type: F-1/A

Filing Date: 2025-06-30

Corporate Action: Ipo

Type: New

Accession Number: 000121390025059747

Filing Summary: Linkage Global Inc has filed an Amendment No. 1 to its Registration Statement on Form F-1/A with the SEC for the proposed public offering of up to 4,000,000 Class A Ordinary Shares. These shares were initially issued on June 6, 2025, in private placements to certain selling shareholders, who will resell the shares with the intent to enhance liquidity in the public trading market. The company will not receive any proceeds from the resell, as all net proceeds will go to the selling shareholders. The shares are intended to trade on The Nasdaq Capital Market under the symbol LGCB, with the last reported closing price on June 9 being $2.32. The company identifies itself as an emerging growth company and lays out various regulatory risks associated with its operations in China and Hong Kong. Furthermore, there are notes on compliance with PRC laws and regulations regarding cybersecurity and data privacy, as well as potential impacts due to the Holding Foreign Companies Accountable Act (HFCA Act). Legal counsel has deemed there is no current need for CSRC filing procedures for their continued offerings.

Additional details:

Class A Ordinary Shares Offered: 4,000,000


Date Of Issue Of Class A Shares: 2025-06-06


Offering Method: resale by selling shareholders


Listing Symbol: LGCB


Last Reported Closing Price: $2.32


Emerging Growth Company: yes


Form Type: F-1

Filing Date: 2025-06-16

Corporate Action: Ipo

Type: New

Accession Number: 000121390025054816

Filing Summary: Linkage Global Inc has filed a Registration Statement (Form F-1) with the SEC for the resale of up to 4,000,000 Class A Ordinary Shares, with no proceeds going to the company. These Class A Ordinary Shares were issued in private placements with certain Selling Shareholders and aim to enhance liquidity in public trading. The securities are intended for sale in market transactions by the Selling Shareholders, whose identities are listed in the prospectus. The Class A Ordinary Shares are traded on The Nasdaq Capital Market under the symbol 'LGCB', with a last closing price of $2.32 on June 9, 2025. Linkage Global Inc is recognized as a 'controlled company' and a 'foreign private issuer' under SEC definitions, offering reduced reporting requirements. The filing indicates operational and regulatory compliance with PRC laws and evolving laws regarding data transfer and cybersecurity, with potential risks highlighted in relation to compliance and future operational restrictions that may impact profitability and share valuation. The document provides specific reference to the risks of cybersecurity reviews and regulations affecting companies conducting business overseas. Emerging growth company status is confirmed, facilitating the proposed securities offering.

Additional details:

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


Phone Number: +03-5927-9261


Agent For Service: Cogency Global Inc. 122 East 42nd Street, 18th Floor New York, NY 10168 (212) 947-7200


Class A Ordinary Shares Offered: 4,000,000


Total Proceeds: none


Last Reported Closing Price: $2.32


Emerging Growth Company: yes


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.

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.

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.

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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