Linkage Global Secures Up to $20 Million in Strategic PIPE Investment

Linkage Global Inc, a technology-driven enterprise focused on AI-enabled wellness infrastructure, has entered into a non-binding agreement with Capital Finance Limited, a Hong Kong-based professional investment institution, to secure a strategic PIPE investment of up to $20 million. The investment is structured as a two-tranche deal aimed at accelerating the development of the company’s AI-enabled wellness infrastructure.

Under the terms of the agreement, the first tranche of $5 million will be invested in newly issued Class A ordinary shares of Linkage Global. The subscription price for this tranche will be set at $3.00 per share or 105% of the closing price of the Class A ordinary shares on the trading day immediately prior to closing, whichever is higher. At a baseline price of $3.00 per share, the first tranche represents approximately 1,666,667 Class A ordinary shares. The earliest target closing date for the first tranche is September 30, 2026.

Following the successful completion of the first tranche, Linkage Global and Capital Finance plan to jointly identify and evaluate an AI hardware manufacturing target company with an estimated enterprise valuation between $20 million and $50 million. Within 5 business days after the execution of an acquisition agreement with the target, Capital Finance will inject a second PIPE investment of up to $15 million. The subscription price for the second tranche will be the higher of $3.00 per share and 105% of the closing price of the Class A ordinary shares on the trading day immediately prior to the second tranche closing.

The transaction is structured exclusively as Class A ordinary share PIPE issuances, with no warrants, convertible notes, stock options, RSUs, or other convertible securities involved. The aggregate number of Class A ordinary shares issued to Capital Finance in the first tranche and to be issued in the second tranche shall not exceed 49% of the company's then issued and outstanding Class A ordinary shares at the time of issuance of the second tranche Class A ordinary shares to Capital Finance.

The agreement includes a 60-day due diligence period, accompanied by customary exclusivity covenants. The terms of the transaction are non-binding, except for certain standard provisions, and there can be no assurance that any definitive agreement will be reached or that the proposed transaction will be completed on the terms described or at all.

Linkage Global Inc, founded on March 24, 2022, is headquartered in Tokyo, Japan. Through its proprietary Human Resonance OS, the company integrates self-developed neural acoustic algorithms, a portfolio of original wellness audio copyrights, and next-generation smart wearables to deliver data-driven, proactive wellness solutions to B2B and B2C markets worldwide.