Business Context and Reporting Period
This Form 6-K filing by Linkage Global Inc. covers the month of July 2025, specifically reporting on transactions closed on July 17, 2025. The company, a foreign private issuer headquartered in Tokyo, Japan, entered into a material definitive agreement involving the unregistered sale of equity securities.
Key Financial Metrics and Transaction Details
- Transaction Type: Sale of senior unsecured convertible notes.
- Total Commitment: Up to $30,000,000 in aggregate original principal amount.
- Initial Closing Amount: $3,500,000 principal amount (Initial Note).
- Gross Proceeds Received: $2,700,000 at initial closing.
- Expected Additional Funding: $450,000 (subject to Registration Statement effectiveness and Nasdaq compliance).
- Interest Rate: 10% per annum.
- Maturity Date: July 17, 2027.
- Original Issue Discount (OID): 10% (purchased at approximately $900 per $1,000 principal).
- Placement Fee: 1.5% of gross proceeds.
Material Changes and Terms
The filing details the issuance of convertible notes with specific dilution protection and redemption features:
- Conversion Terms: Notes are convertible at the investor's option into Class A ordinary shares. The initial conversion price is based on the closing sale price prior to closing. The price resets upon SEC registration effectiveness and every three months thereafter to the lower of the current price or 90% of the lowest daily VWAP over the prior 10 days, subject to a floor price of $0.494 per share.
- Default Conversion: In the event of a default, the conversion rate increases to 130% of the conversion amount.
- Redemption Rights: The company may redeem notes in cash at 130% of the outstanding amount or the product of the conversion rate and the highest closing share price, plus accrued interest, provided no default exists. The investor may also require redemption of up to 30% of gross proceeds from any subsequent placement.
- Regulatory Status: The transaction relied on Section 4(a)(2) and Rule 506 exemptions. The company utilized home country practices to bypass Nasdaq Rule 5635(d) shareholder approval requirements.
Guidance, Outlook, and Risks
The filing does not provide forward-looking financial guidance, revenue projections, or management commentary on operational outlook. Key contingencies and risks identified include:
- Liquidity Contingency: The receipt of the additional $450,000 is contingent upon the effectiveness of the Registration Statement and continued compliance with Nasdaq Capital Market listing requirements.
- Dilution Risk: The conversion price mechanism includes a "reset" feature that could significantly dilute existing shareholders if the stock price declines, subject to the $0.494 floor.
- Redemption Risk: The company faces potential cash outflow obligations if a subsequent placement occurs or if the company elects to redeem the notes.
Investor Verification Checklist
- Verify the effectiveness date of the Registration Statement to confirm the release of the remaining $450,000 funding.
- Review the current trading price of Linkage Global Inc. ordinary shares relative to the $0.494 floor price and the initial conversion price.
- Confirm the company's current cash position to assess its ability to meet potential redemption obligations or interest payments.
- Check for any subsequent equity placements that might trigger the investor's right to demand redemption of 30% of proceeds.
- Examine the full text of the Securities Purchase Agreement (Exhibit 10.1) for specific definitions of "Event of Default" and "Subsequent Placement."