Cross-border e-commerce provider finalizes a strategic private placement to fuel expansion.

TOKYO, Japan, July 18, 2025 — Linkage Global Inc (NASDAQ: LGCB), a Japan-based cross-border e-commerce services company, announced today it has signed a Securities Purchase Agreement for a private placement of $3.5 million in senior unsecured convertible notes to an accredited investor, in accordance with Rule 506(b) of the Securities Act of 1933.

Initial Closing and Transaction Details

The company anticipates receiving $2.7 million in gross proceeds upon the initial closing. An additional $450,000 is expected within one business day of the registration statement becoming effective for the resale of the underlying conversion shares, contingent upon ongoing compliance with Nasdaq Capital Market listing requirements.

The convertible notes, sold at 90% of their principal amount, are senior unsecured obligations convertible into the Company’s Class A ordinary shares (US$0.0025 par value) at the holder’s discretion, based on fixed terms designed to link investor returns to long-term value creation.

Potential for Up to $30 Million in Additional Capital

The financing establishes a framework for up to $26.5 million in additional convertible notes to be issued in future tranches, subject to standard conditions. These conditions include meeting Equity Conditions (as defined in the Notes) by the Additional Closing Date, an effective SEC registration statement covering Ordinary Shares issuable upon conversion of such Additional Notes, a minimum daily trading volume exceeding the required threshold during the relevant Equity Conditions Measuring Period, a volume-weighted average price (VWAP) of the Ordinary Shares exceeding the conversion price during that period, and an aggregate outstanding principal amount of no more than $500,000 immediately before each Additional Closing.

Strategic Purpose and Application of Funds

“This financing marks a significant step in our capital strategy, offering the necessary flexibility to enhance our cross-border e-commerce platform,” stated Yang (Angela) Wang, CEO of Linkage Global. “The structure provides near-term capital access while allowing for further scaling as conditions allow.”

The company plans to use the net proceeds for general corporate purposes, including expanding its cross-border sales operations and integrated e-commerce service lines.

Registration and Investor Safeguards

In connection with the transaction, the Company entered into a Registration Rights Agreement, committing to file a resale registration statement with the SEC covering shares issuable upon conversion of the notes. The Company is still eligible to utilize Form F-1 for this registration.

While the notes are outstanding, the Company is subject to standard investor protections, including limits on issuing variable-rate securities and typical anti-dilution adjustments.

Financial Advisor

Craft Capital Management LLC acted as the placement agent for the transaction.

This press release is not an offer to sell or a solicitation of an offer to buy any securities, nor will any securities be sold in any jurisdiction where such offer, solicitation, or sale would be unlawful before registration or qualification under the securities laws of that jurisdiction.

About Linkage Global Inc

Linkage Global Inc, a holding company incorporated in the Cayman Islands without direct operations, conducts its business through operating subsidiaries in Japan, Hong Kong, and mainland China. As a cross-border e-commerce integrated services provider based in Japan, the company, via its subsidiaries, offers a comprehensive service system with two complementary business lines: cross-border sales and integrated e-commerce services.

For more details, please visit . Information on the Company’s website is not part of this press release and is not incorporated by reference.

Safe Harbor Statement

This announcement contains forward-looking statements involving risks and uncertainties. These statements are based on current expectations and projections about future events that may affect the company’s financial condition, results of operations, business strategy, and financial needs. These statements can be identified by terms such as “approximates,” “assesses,” “believes,” “hopes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,” “plans,” “will,” “would,” “should,” “could,” “may” or similar expressions. The Company is not obligated to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law. While the Company believes its expectations are reasonable, it cannot guarantee their accuracy and cautions investors that actual results may differ materially from anticipated results. Investors are encouraged to review other factors affecting future results in the Company’s annual reports on Form 20-F and other filings with the SEC.

For more information, please contact:

Investor Relations
WFS Investor Relations Inc.
Connie Kang, Partner
Email: 
Tel: +86 1381 185 7742

“`