F-1: Linkage Global Inc Files for Resale of Class A Ordinary Shares by Selling Shareholders

Linkage Global Inc has filed a registration statement for the resale of up to 12,663,692 Class A Ordinary Shares by existing selling shareholders.

Summary

• Linkage Global Inc, a Cayman Islands holding company, has filed a registration statement for the resale of up to 12,663,692 Class A Ordinary Shares.
• These shares are issuable upon conversion of 8% OID Convertible Promissory Notes issued on September 18, 2024.
• The selling shareholders, identified in the prospectus, will receive all net proceeds from the sale of these shares.
• The company will not receive any proceeds from this offering.
• The Class A Ordinary Shares are currently traded on the Nasdaq Capital Market under the symbol LGCB.
• The last reported closing price of the Class A Ordinary Shares on November 26, 2024 was $0.2159.
• Linkage Global Inc is a controlled company and qualifies as a foreign private issuer, which allows for reduced reporting requirements.

Sentiment

Score: 5

Explanation: The document is a neutral filing for a secondary offering, with no clear positive or negative sentiment. It is a routine process for existing shareholders to sell their shares.

Positives

• The selling shareholders are offering their securities to further enhance liquidity in the public trading market for the company's equity securities in the United States.
• The company qualifies as a foreign private issuer, which allows for reduced reporting requirements.

Negatives

• The company will not receive any proceeds from the sale of the Class A Ordinary Shares by the Selling Shareholders.
• The sale of shares by the Selling Shareholders is not being underwritten by any investment bank.

Risks

• Investing in the Class A Ordinary Shares involves a high degree of risk, including the risk of losing the entire investment.
• The company is subject to legal and operational risks associated with business operations in mainland China and Hong Kong.
• The company may be subject to cybersecurity review by the Cyberspace Administration of China.
• The company may be prohibited from trading on a national exchange under the Holding Foreign Companies Accountable Act if the PCAOB is unable to inspect the company's auditors for two consecutive years.
• The price of the Class A Ordinary Shares could be subject to rapid and substantial volatility.

Future Outlook

The selling shareholders are offering their securities to further enhance liquidity in the public trading market for the company's equity securities in the United States.

Industry Context

This announcement is related to the company's need to provide liquidity for its existing shareholders and is not related to any new capital raising for the company itself. The company is operating in the cross-border e-commerce sector, which is subject to various regulatory and competitive pressures.

Comparison to Industry Standards

• The company's status as a controlled company and a foreign private issuer is not uncommon among companies listed on U.S. exchanges with significant operations in China.
• The company's reliance on a holding company structure in the Cayman Islands is a common practice for companies with operations in China.
• The company's risk factors related to cybersecurity and the HFCA Act are consistent with the risks faced by other companies with operations in China and Hong Kong.

Stakeholder Impact

• The offering is intended to enhance liquidity for existing shareholders.
• The company will not receive any proceeds from the sale of shares, so there is no direct financial impact on the company's operations.

Next Steps

• The selling shareholders may sell all or a portion of the Class A Ordinary Shares from time to time.
• The company will continue to operate its business through its subsidiaries in Japan, Hong Kong, and mainland China.

Key Dates

Keywords

Class A Ordinary Shares, resale, selling shareholders, convertible promissory notes, Nasdaq Capital Market, foreign private issuer, liquidity, cybersecurity, HFCA Act, PCAOB