Business Context and Reporting Period
This Form 6-K filing by Linkage Global Inc covers the month of December 2024. The report details an amendment to a Material Definitive Agreement regarding a securities purchase agreement originally entered into on September 18, 2024, and completed on October 16, 2024.
Key Financial Metrics
The filing does not provide standard financial statements, revenue, profit, cash flow, or liquidity metrics. It focuses exclusively on the terms of a financing arrangement:
- Convertible Promissory Notes: Aggregate principal amount of US$10,830,000.
- Interest Rate: 8% per annum.
- Term: One year from issuance.
- Original Issue Discount: US$800,000.
- Equity Issued: 9,300,000 Class A ordinary shares at US$0.00025 per share (subject to repurchase rights).
Material Changes
On December 18, 2024, the Company and Investors amended the original Securities Purchase Agreement with the following changes:
- Conversion Floor Price: A new floor price of US$0.24 per share was added to the convertible promissory notes.
- Conversion Caps: The parties agreed to establish a maximum number of conversion shares each Investor may receive and the Company shall issue.
Guidance, Outlook, and Risks
The filing contains no forward-looking guidance, management commentary on future operations, or specific risk factors beyond the terms of the amended agreement. The unusual item noted is the specific amendment to the conversion mechanics of the outstanding debt and equity instruments.
Investor Verification Checklist
- Verify the impact of the new US$0.24 conversion floor on the potential dilution of existing shareholders.
- Confirm the specific maximum conversion share limits agreed upon in the December 18 amendment.
- Review the status of the repurchase rights attached to the 9,300,000 Class A ordinary shares issued at par value.
- Assess the Company's ability to service the US$10,830,000 principal plus 8% interest within the one-year term.