Linkage Global Inc (NASDAQ: UZX) has opened an at-the-market equity programme of up to $16,000,000, signing a sales agreement with Craft Capital Management LLC on July 20, 2026 and reporting it to the U.S. Securities and Exchange Commission on Form 6-K. The Cayman Islands exempted company, whose principal executive office sits in the Toshima ward of Tokyo, filed the accompanying prospectus supplement the same day.
The shares on offer are Class A ordinary shares with a par value of $0.0025 each, sold from time to time to or through Craft Capital Management as sales agent. They come off a base prospectus dated March 10, 2026 and a shelf registration statement on Form F-3, as amended, File No. 333-293678, which the SEC declared effective on March 10, 2026 after an initial filing on February 24, 2026. The 6-K contents were incorporated by reference into that shelf and into the company’s Form S-8, File No. 333-295394, filed on April 29, 2026.
The mechanics of the facility
An at-the-market programme is not a block trade. Rule 415 under the Securities Act defines an at the market offering as an offering of equity securities into an existing trading market for outstanding shares of the same class at other than a fixed price, and requires such an offering by or on behalf of the registrant to come within the shelf provision at paragraph (a)(1)(x). Shares reach the market at prevailing prices, on the company’s instruction, over whatever period the company chooses.
Linkage Global is not obliged to sell anything, and Craft Capital Management is not obliged to buy on a principal basis unless the two sign a separate agreement. The agent is to use commercially reasonable efforts consistent with its normal trading and sales practices and with the rules of The Nasdaq Stock Market LLC, working from the company’s sales notices and any price, time or size limits those notices set.
The fee is a commission of 3.0% of the gross proceeds of each sale. The company also agreed to reimburse the agent for certain expenses up to $75,000, plus up to a further $2,500 for each calendar quarter in which the agreement is used, and to provide customary indemnification and contribution rights. Assuming the full $16,000,000 is sold, the company estimates net proceeds of approximately $15,455,000, to be used for general corporate purposes, with management retaining broad discretion over the allocation. An opinion of Ogier (Cayman) LLP on the legality of the issuance was filed as Exhibit 5.1 and the sales agreement as Exhibit 10.1.
Size against the share count
The prospectus supplement puts numbers on what a full drawdown would mean. As of July 10, 2026 the company had 59,138,185 Class A ordinary shares outstanding, alongside 7,000,000 Class B ordinary shares that carry 100 votes each and convert one for one into Class A shares. Selling the whole programme at an assumed price of $0.299 per share, the last reported Class A sale price on Nasdaq on July 8, 2026, would take the Class A count to 112,649,890 shares, implying the issue of an additional 53,511,705 shares. No shares had been sold under the agreement as of the date of the supplement. On July 17, 2026 the last reported sale price was $0.264 per share.
The programme also runs into the shelf capacity rule for smaller issuers. The aggregate market value of the Class A ordinary shares held by non-affiliates was $49,226,740.92, based on 58,603,263 of the 59,138,185 outstanding shares being held by non-affiliates and a per share price of $0.84, the closing price on May 27, 2026. Under General Instruction I.B.5 of Form F-3, the company may not sell shares in a public primary offering with a value exceeding one third of its public float in any 12-month period while that float stays below $75,000,000, and it had not used the instruction in the previous 12 calendar months.
The listing problem in the background
On June 3, 2026 Nasdaq notified the company in writing that it was not in compliance with the minimum bid price requirement for continued listing on the Nasdaq Capital Market under Listing Rule 5550(a)(2), because the closing bid price of its Class A ordinary shares had been below $1.00 for the previous 30 consecutive business days. The company was granted 180 calendar days, to November 30, 2026, to regain compliance, and may be eligible for a further 180 calendar day grace period if it meets the market value of publicly held shares requirement and all other standards and notifies Nasdaq of its intent. The filing states that the company is considering various measures to resolve the deficiency and gives no assurance that it will succeed.
The operating record behind that share price is one of contraction. Revenues fell from $12.73 million in the fiscal year ended September 30, 2023 to $10.29 million in the year ended September 30, 2024 and to $5.10 million in the year ended September 30, 2025, a decline of 50.45% in the latest year, attributed mainly to a fall in cross-border sales. Cross-border revenue itself dropped 81.10%, from approximately USD6.48 million to approximately USD1.22 million. Net loss widened by USD6.93 million, or 1577.10%, from USD0.44 million to USD7.37 million. Cash at period end stood at 734,711 against 2,000,732 a year earlier, a fall of 63.28%.
Analysis: a financing that has to work against its own price
The tension in this filing is arithmetic. The facility is sized at $16,000,000 while the cash balance disclosed in the last annual report was 734,711, so a full drawdown would be many times the disclosed cash balance. But the price at which it would be drawn is $0.264 as of July 17, 2026, and the supplement’s own illustration needs 53,511,705 new shares at $0.299 to reach the target. That is close to doubling the Class A share count, and the shares would be sold while the quoted price sits below the $1.00 minimum bid price that Listing Rule 5550(a)(2) sets for continued listing.
The I.B.5 cap tightens the same knot from the other direction. Shelf capacity is one third of public float, and public float moves with the share price. The $49,226,740.92 float figure rests on a $0.84 price from May 27, 2026; at the July level the float supporting that capacity is materially lower, and the maximum the company may sell in a 12-month window falls with it. The capacity available under a baby shelf ATM therefore moves in the same direction as the share price: as the price falls, the dollar amount the instruction permits falls with it. That is a property of the I.B.5 mechanism rather than of this particular agreement.
What the 6-K establishes is the existence and terms of the facility, nothing about intent. It sets no floor price, no schedule and no minimum, and the company is explicit that it may sell nothing. The document does not disclose a targeted raise, a runway calculation or a plan for the bid price deficiency, and management’s stated use of proceeds is general corporate purposes.
The reader’s checkpoints are therefore mechanical. Sales under an ATM surface in subsequent prospectus supplements and periodic reports, so the first evidence of actual usage will be a filing rather than an announcement. The November 30, 2026 compliance deadline is fixed and public. And the ratio worth tracking is not the dollars raised but the share count: whether the Class A total moves toward the 112,649,890 illustrated in the supplement, and at what average price, determines what the programme cost existing holders.
