Linkage Global Inc

The Additional Note is a senior unsecured convertible note of the Company with 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. The Additional Note will mature on October 30, 2028. Interest will accrue at a rate of 10% per annum and generally will be payable monthly in cash or, subject to the satisfaction of specified equity conditions, in Class A Ordinary Shares. The first interest payment date will be November 2, 2026. During the continuance of an Event of Default (as defined by the Additional Note), the interest rate will increase to 18% per annum.

The Additional Note is initially convertible into Class A Ordinary Shares at a conversion price equal to the closing sale price of the Class A Ordinary Shares on the trading day immediately preceding the Closing Date, subject to adjustment as provided in the Additional Note (the “Conversion Price”). On the effectiveness date of the applicable resale registration statement and on each six-month anniversary thereafter, the Conversion Price will automatically be reduced if it exceeds the applicable Alternate Conversion Price. The “Alternate Conversion Price” is generally the lower of (i) the Conversion Price then in effect and (ii) the greater of (a) the Floor Price (as defined below) and (b) 90% of the lowest daily volume-weighted average price of the Class A Ordinary Shares during the ten trading days preceding the applicable determination date.

Under the Additional Note, the floor price is US$0.202 per Class A Ordinary Share (the “Floor Price”). The amount converted under the Additional Note generally equals 110% of the sum of the applicable principal, accrued and unpaid interest, accrued and unpaid late charges and other unpaid amounts under the Additional Note or the other transaction documents.

The Additional Note contains customary adjustments for share dividends, share splits, share combinations and similar transactions, as well as price-based anti-dilution adjustments in connection with certain future issuances by the Company. The number of Class A Ordinary Shares issuable upon conversion may therefore increase if the market price of the Class A Ordinary Shares declines, subject to the Floor Price and the other terms of the Additional Note.

The Holder may not convert the Additional Note to the extent that, after giving effect to the conversion, the Holder and its affiliates and other attribution parties would beneficially own more than 4.99% of the outstanding Class A Ordinary Shares. Subject to the temporary reserve arrangement described above, the Company generally is required to reserve for issuance under the Additional Note and the other outstanding notes covered by the applicable transaction documents, at least 200% of the number of Class A Ordinary Shares calculated to be issuable at the Floor Price, without regard to conversion limitations and assuming the notes remain outstanding until maturity.

Subject to the terms of the Additional Note, the Company may redeem all or a portion of the Additional Note at a price generally equal to 130% of the amount being redeemed. Following specified events of default, the Holder may require the Company to redeem all or a portion of the Additional Note at the greater of a 130% premium and an amount determined using the market-price formula set forth in the Additional Note. The Additional Note also provides the Holder with redemption rights in connection with certain change-of-control transactions, subsequent placements and asset sales. The Additional Note was issued and sold to the Holder in a private placement in reliance on the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), provided by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated thereunder.

The foregoing descriptions of the Amendment and the Additional Note do not purport to be complete and are qualified in their entirety by reference to the full texts of the Amendment and the Additional Note, copies of which are furnished as Exhibits 10.1 and 4.1, respectively, to this Report on Form 6-K and are incorporated herein by reference.