Deregistration and Compliance - Linkage Cayman is in the process of deregistration of HQT NETWORK, which ceased operations in April 2025[29]. - The PRC subsidiaries have not provided critical data and personal information outside the territory of the PRC, ensuring compliance with the Personal Information Protection Law[32]. - The Company is not required to complete filing procedures with the CSRC for continued offerings, as the PRC subsidiaries' contributions are under 50% of total financial metrics[33]. - The Company has not received any inquiries or sanctions from the CSRC regarding its planned overseas listing as of the report date[33]. - No permission is required from PRC authorities for the overseas listing of Class A Ordinary Shares, but cybersecurity review may be necessary[46][51]. - The Cybersecurity Review Measures require data processing operators with over one million users to undergo a cybersecurity review before foreign listings[48]. - The Overseas Listing Trial Measures require domestic companies to complete filing procedures with the CSRC within three working days of submitting an application for overseas listing[50]. - The company is not classified as a domestic company under PRC law, thus not subject to certain filing requirements for overseas offerings[51]. - The PRC subsidiaries have not provided personal information outside of China and are believed to be compliant with existing data protection laws[177]. Financial Performance and Dividends - As of the date of the report, no dividends or distributions have been made to shareholders, with future earnings intended to finance business expansion[38]. - Cash dividends on Class A Ordinary Shares may be subject to a withholding tax rate of up to 10% from PRC subsidiaries[41]. - The withholding tax rate may be reduced to 5% if a Hong Kong resident enterprise owns at least 25% of a PRC project, subject to specific requirements[42]. - The value of Class A Ordinary Shares may significantly decline if the company fails to obtain necessary permissions or approvals in the future[51]. - The company does not intend to pay dividends for the foreseeable future, opting to retain earnings for business operation and expansion[126]. - The company relies on dividends from its PRC subsidiaries for cash and financing, which are subject to PRC laws that restrict dividend payments to retained earnings[194]. - Current PRC regulations allow dividends to be paid only from accumulated profits, with at least 10% of profits required to be set aside for reserve funds until reaching 50% of registered capital[218]. Market and Competition - Revenues decreased from $12.73 million in the fiscal year ended September 30, 2023, to $10.29 million in the fiscal year ended September 30, 2024, and further decreased to $5.10 million for the year ended September 30, 2025, primarily due to a decrease in cross-border sales[59]. - The Operating Entities operate in a highly competitive market, facing competition from both offline and online supply chain providers, retailers, and wholesalers, which could adversely affect their results of operations[58]. - The market price of the Class A Ordinary Shares may be volatile or decline regardless of the company's operating performance, making it difficult for prospective investors to assess the rapidly changing value[55]. - The company has no long-term supply agreements with major suppliers, making it reliant on maintaining good relationships to ensure a sufficient selection and volume of products[66]. Regulatory Environment - Recent regulatory changes in China may impose additional compliance requirements for companies seeking to list overseas, impacting future operations[33]. - The enactment of the Hong Kong National Security Law could impact the company's subsidiaries in Hong Kong, introducing legal and operational uncertainties[57]. - The U.S. government has removed Hong Kong's preferential trade status, which could lead to similar tariffs and trade restrictions as those imposed on mainland China[155]. - The Competition Ordinance in Hong Kong prohibits anti-competitive conduct, and the Hong Kong subsidiaries have complied with these regulations[158]. - Changes in China's economic, political, or social conditions could materially affect the PRC subsidiaries' business and operations[160]. - The PRC legal system's rapid evolution and uncertainties in law enforcement may limit legal protections for the company and its subsidiaries[163]. - The interpretation and enforcement of PRC laws may change quickly, leading to uncertainties that could materially affect business operations[164]. - Recent policies from the Chinese government have impacted various industries, including the internet sector, and future regulations could adversely affect the business and financial condition of PRC subsidiaries[169]. Operational Risks - System interruptions or performance failures in technology infrastructure could damage the company's reputation and results of operations, particularly affecting customer data and order fulfillment[61]. - The Operating Entities may face difficulties in attracting and retaining key personnel, which could adversely affect their business plan implementation[77]. - The Operating Entities are materially dependent on third-party manufacturers, and any disruptions could adversely affect their financial performance[71]. - The Operating Entities' international expansion may encounter various risks, including compliance with different legal and regulatory standards in Southeast Asia[75]. - The Operating Entities face potential disruptions and significant relocation expenses due to increases in rental expenses or lease terminations for their warehouse and offices[88]. - Cybersecurity risks pose a significant threat to the Operating Entities, potentially leading to operational disruptions and financial data misstatements[99][100]. - The Operating Entities have established measures to address cybersecurity threats, but there is no assurance that these measures will be fully effective[102]. Corporate Governance and Compliance - The audit committee is responsible for reviewing and approving all material related party transactions, which may present potential conflicts of interest[105]. - The Operating Entities have engaged in substantial transactions with related parties, with amounts due to related parties being $426,043, $314,544, and $1,413,604 for the fiscal years ended September 30, 2025, 2024, and 2023 respectively[103]. - The company may face challenges in maintaining compliance with SEC regulations, which could strain its management and financial resources[123]. - The company is classified as an "emerging growth company" and may take advantage of reduced reporting requirements until it no longer meets the criteria[122]. Currency and Taxation - Fluctuations in exchange rates could materially affect the company's results of operations and the value of investments, with the RMB having appreciated over 20% against the USD since 2005[207]. - The company's financial statements are presented in U.S. dollars, and changes in RMB/USD exchange rates affect asset values and operational results[208]. - The PRC government imposes controls on the convertibility of RMB into foreign currencies, which may restrict the company's ability to pay dividends in foreign currencies[195]. - The PRC tax authority may challenge the company's qualification for preferential tax treatment, potentially subjecting it to a higher withholding tax rate[221]. - If classified as a PRC "resident enterprise," the company could face a 25% enterprise income tax on worldwide income, adversely affecting net income and shareholder returns[210]. Future Outlook and Strategic Plans - The company plans to venture into the Southeast Asian market, indicating a strategy for international expansion[63]. - The Operating Entities plan to expand integrated e-commerce services into Southeast Asia, starting with Thailand, Malaysia, and Indonesia over the next two years[74]. - The company's historical performance may not be sustainable, and it cannot guarantee future growth, with potential negative impacts from inflation and changing economic conditions[59]. - The company is currently evaluating options to regain compliance with Nasdaq's continued listing requirements[138].

Core Insights - Linkage Global Inc. has announced strategic intellectual property partnerships with ClickClack and VIBELENS at CES 2026, focusing on licensing its acoustic algorithms and smart wearable technologies for new headphone products [1][4] - The partnerships are expected to significantly enhance revenue growth for Linkage Global while fostering innovation in the headphone industry [1][4] Product Highlights - The ClickClack S7 all-scenario headphones and VIBELENS A35 bone-conduction camera headphones utilize Linkage Global's proprietary technology, breaking traditional headphone functionality boundaries [2][3] - The ClickClack S7 features aviation-grade titanium-magnesium-aluminum alloy drivers and advanced sound reproduction technology, delivering Hi-Fi sound quality [6] - The VIBELENS A35 integrates bone-conduction audio with a 2K camera, designed for extreme sports, and supports various functionalities including music playback and video recording [6] Financial Implications - Linkage Global will charge a patent licensing fee of USD 10 per unit sold, with expected retail prices for the products ranging from USD 150 to 200, indicating a strong potential for revenue generation [4] - The strategic partnerships are anticipated to significantly boost Linkage Global's future revenues through enhanced product offerings [4] Business Strategy - Linkage Global operates as a U.S.-listed company providing cross-border e-commerce services, leveraging its technological expertise to support partner brands [4] - The company's "ICH + Technology" strategy aims to promote Eastern aesthetics globally, supported by an efficient ERP system and robust supply-chain resources [5] Technological Innovations - The headphones support advanced features such as real-time translation in 134 languages, AI meeting transcription, and acoustic therapy modules, catering to diverse use cases [6] - The VIBELENS A35 offers a fast charge capability, providing 80% power in just 15 minutes, enhancing user experience for audio playback and video recording [6]

As filed with the Securities and Exchange Commission on December 17, 2025 Registration No. 333-289688 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Amendment No. 2 to Form F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 LINKAGE GLOBAL INC (Exact name of registrant as specified in its charter) Cayman Islands 5961 Not Applicable (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identifica ...

Core Points - Linkage Global Inc has successfully closed a private investment in public equity (PIPE) financing, raising approximately US$1,000,000 by issuing 689,655 Class A Ordinary Shares at US$1.45 per share [1][3] - The net proceeds from this financing will be utilized for general corporate purposes, including working capital and the expansion of cross-border sales operations [1][3] Company Overview - Linkage Global Inc is a holding company incorporated in the Cayman Islands, operating through subsidiaries in Japan, Hong Kong, and mainland China [4] - The company specializes in cross-border e-commerce integrated services, offering two complementary lines of business: cross-border sales and integrated e-commerce services [4]

Core Viewpoint - Linkage Global Inc has entered into a non-binding Letter of Intent to potentially acquire 100% of Cicada Tech Limited for $60 million, which includes $3 million in cash and the remainder in Linkage Global class A ordinary shares [1][2]. Group 1: Company Overview - Linkage Global Inc is a cross-border e-commerce integrated services provider headquartered in Japan, operating through subsidiaries in Japan, Hong Kong, and mainland China [5]. - The company has developed a comprehensive service system that includes cross-border sales and integrated e-commerce services [5]. Group 2: Acquisition Details - The proposed acquisition of Cicada Tech aims to allow Linkage Global to enter the on-chain asset management and RWA tokenization market, enhancing its strategic objectives [2]. - The acquisition is subject to customary financial, technical, and legal due diligence, as well as an independent appraisal of Cicada Tech's enterprise value [2][3]. - The transaction requires negotiation and execution of a definitive purchase agreement, regulatory approvals, and the absence of any material adverse changes [3]. Group 3: Cicada Tech Overview - Cicada Tech Limited specializes in tokenizing real-world assets into liquid, yield-bearing digital instruments, combining proprietary protocol engineering with multi-strategy quantitative portfolios [4]. - The firm emphasizes regulatory compliance and asset security through institutional custody partnerships and smart-contract audits, aiming to bridge traditional capital markets with decentralized finance [4].

Core Points - Linkage Global Inc has announced a private investment in public equity (PIPE) financing, issuing 689,655 Class A Ordinary Shares at a price of US$1.45 per share, resulting in total gross proceeds of approximately US$1,000,000 [1][2][3] - The PIPE is expected to close on or before December 3, 2025, subject to customary closing conditions [2] - The net proceeds from the offering will be used for general corporate purposes, including working capital needs and expansion of cross-border sales operations [3] Company Overview - Linkage Global Inc is a holding company incorporated in the Cayman Islands, operating through subsidiaries in Japan, Hong Kong, and mainland China, focusing on cross-border e-commerce integrated services [5] - The company has developed a comprehensive service system with two complementary lines of business: cross-border sales and integrated e-commerce services [5] Management Commentary - The CEO of Linkage Global, Yang (Angela) Wang, stated that the PIPE financing is a significant milestone for the company, enhancing its financial position and supporting its strategic objectives [4]

Core Insights - Premarket trading is showing notable activity with significant price movements indicating potential trading opportunities before the market opens [1] Premarket Gainers - rYojbaba Co., Ltd. (RYOJ) increased by 134% to $5.09 - Linkage Global Inc (LGCB) rose by 101% to $3.33 - MIRA Pharmaceuticals, Inc. (MIRA) gained 87% to $2.46 - Auddia Inc. (AUUD) went up by 23% to $2.54 - SOPHiA GENETICS SA (SOPH) increased by 16% to $4.99 - J.B. Hunt Transport Services, Inc. (JBHT) rose by 13% to $157.44 - AlphaVest Acquisition Corp (ATMV) increased by 11% to $13.09 - New Era Energy & Digital, Inc. (NUAI) went up by 10% to $3.71 - Critical Metals Corp. (CRML) rose by 9% to $24.80 - Blaize Holdings, Inc. (BZAI) increased by 9% to $6.90 [3] Premarket Losers - Fossil Group, Inc. (FOSL) decreased by 40% to $2.23 - Pinnacle Food Group Limited (PFAI) fell by 25% to $3.41 - American Battery Technology Company (ABAT) declined by 22% to $6.91 - Sadot Group Inc. (SDOT) dropped by 20% to $6.15 - TechCreate Group Ltd. (TCGL) decreased by 14% to $4.14 - PMGC Holdings Inc. (ELAB) fell by 13% to $6.43 - Arcadia Biosciences, Inc. (RKDA) decreased by 13% to $4.73 - ATIF Holdings Limited (ZBAI) dropped by 11% to $9.28 - Roma Green Finance Limited (ROMA) fell by 7% to $2.62 - Australian Oilseeds Holdings Limited (COOT) decreased by 6% to $2.46 [4]

As filed with the Securities and Exchange Commission on October 9, 2025 Registration No. 333-289688 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Amendment No. 1 to Form F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 LINKAGE GLOBAL INC (Exact name of registrant as specified in its charter) Cayman Islands 5961 Not Applicable (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identificati ...

As filed with the Securities and Exchange Commission on August 18, 2025 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 LINKAGE GLOBAL INC (Exact name of registrant as specified in its charter) Cayman Islands 5961 Not Applicable (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) 2-23-3 Minami-Ikebukuro, Toshima-ku Tokyo, Japan 171-0 ...

As filed with the Securities and Exchange Commission on July 25, 2025 Registration No. 333-288089 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 AMENDMENT NO. 2 TO Form F-1/A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 (Name, address, including zip code, and telephone number, including area code, of agent for service) LINKAGE GLOBAL INC (Exact name of registrant as specified in its charter) Cayman Islands 5961 Not Applicable (State or other jurisdiction of incorporation or ...