Linkage Global Inc filed a Form 6-K on November 2, 2026, reporting that on October 30, 2026 the company issued an additional senior unsecured convertible note with an original principal amount of US$1,000,000 and simultaneously amended its Securities Purchase Agreement and Registration Rights Agreement with an institutional investor.

Key Highlights

  • Additional Note principal: US$1,000,000, issued with a 10% original issue discount, generating gross proceeds of US$900,000 before fees and transaction expenses.
  • Maturity and interest: The Additional Note matures on October 30, 2028 and bears interest at 10% per annum, rising to 18% per annum during an Event of Default.
  • Floor Price: The conversion floor price is set at US$0.202 per Class A Ordinary Share.
  • Amended SPA capacity: The amendment provides for issuance of additional senior unsecured convertible notes in aggregate original principal of up to US$26,500,000, including the Additional Note, at 90% of original principal amount.
  • Automatic additional closing: An automatic closing for notes with aggregate original principal of US$2,500,000 is triggered on the first trading day following a share consolidation effectiveness or ten consecutive trading days with a closing price above US$1.00 (with shareholder approval obtained).
  • Registration deadlines: The amendment sets a filing deadline of December 1, 2026 and an effectiveness deadline of December 29, 2026 for the resale registration statement covering the additional conversion shares.
  • Beneficial ownership cap: The Holder may not convert the Additional Note to the extent conversion would result in the Holder and its affiliates beneficially owning more than 4.99% of outstanding Class A Ordinary Shares.

Linkage Global's October 2026 Convertible Note Issuance and Agreement Amendment

According to the filing, Linkage Global Inc (NASDAQ:UZX), a Cayman Islands exempted company headquartered in Tokyo, Japan, entered into the Amendment on October 30, 2026 with an unnamed institutional investor described as the "Holder." Concurrently, the company issued the Additional Note under a Securities Purchase Agreement originally dated July 17, 2025. The Additional Note carries an original principal amount of US$1,000,000 and was issued for a funding amount of US$900,000, reflecting a 10% original issue discount of US$100,000. The first interest payment date is stated as November 2, 2026.

The filing describes the conversion mechanics in detail. The initial conversion price equals the closing sale price of the Class A Ordinary Shares on the trading day immediately preceding the closing date. The conversion price is subject to automatic reduction on the effectiveness date of the applicable resale registration statement and on each six-month anniversary thereafter, if it exceeds the Alternate Conversion Price, which the filing defines as generally the lower of the then-current conversion price and the greater of the Floor Price (US$0.202) and 90% of the lowest daily volume-weighted average price during the ten preceding trading days. The company disclosed that the amount converted generally equals 110% of the sum of applicable principal, accrued and unpaid interest, and other unpaid amounts. The company may redeem all or a portion of the Additional Note at generally 130% of the amount being redeemed.

The Amendment also restates additional closing provisions, allowing each buyer to require the company to issue additional notes no earlier than thirty trading days after the original or most recent additional closing, with a maximum original principal amount of US$2,944,444.44 per closing. These rights terminate on the fifth anniversary of the original closing date. The filing noted that until an authorized share capital increase sufficient to cover the full required reserve becomes effective, a temporary reserve of 10,000,000 Class A Ordinary Shares applies. The Additional Note was issued in a private placement under Section 4(a)(2) of the Securities Act of 1933 and Rule 506(b) of Regulation D.

What Was Disclosed

Linkage Global reported the October 30, 2026 issuance of a US$1,000,000 senior unsecured convertible note for US$900,000 in gross proceeds, alongside an amendment to its Securities Purchase Agreement expanding additional closing capacity to up to US$26,500,000 in aggregate original principal and updating registration deadlines.