SEC Form SC 13G filed by Linkage Global Inc
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Linkage Global Inc
(Name of Issuer)
Ordinary Share, par value US$0.00025 per share
(Title of Class of Securities)
G5500B 102
(CUSIP Number)
October 16, 2024
(Date of Event Which Requires Filing of This Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ☐ | Rule 13d-1(b) |
| ☒ | Rule 13d-1(c) |
| ☐ | Rule 13d-1(d) |
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. G5500B 102 | Page 2 of 7 |
| 1. |
Names of Reporting Persons.
Shuyan Liu |
| 2. |
Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐ |
| 3. |
SEC Use Only
|
| 4. |
Citizenship or Place of Organization
People’s Republic of China |
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5. |
Sole Voting Power
3,163,148* |
| 6. |
Shared Voting Power
0 | |
| 7. |
Sole Dispositive Power
3,163,148* | |
| 8. |
Shared Dispositive Power
0 |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
3,163,148* |
| 10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
|
| 11. |
Percent of Class Represented by Amount in Row (9)
9.99%** |
| 12. |
Type of Reporting Person
IN |
| * | SHELF ADVISOR LIMITED, a Hong Kong limited liability company (“SHELF”), beneficially owns certain Ordinary Shares of the issuer, par value $0.00025 per share, underlying the convertible note that is convertible within 60 days, issued on October 16, 2024, and 2,300,000 Ordinary Shares issued pursuant to a certain securities purchase agreement dated September 18, 2024. The aforementioned convertible note is subject to a beneficial ownership maximum limitation of 9.99%. Shuyan Liu currently exercises exclusive voting and dispositive control over the Ordinary Shares beneficially owned by SHELF. |
| ** | This percentage is calculated based upon (i) 21,500,000 Ordinary Shares issued and outstanding (as of March 31, 2024), as set forth in the Issuer’s current report on Form 6-K as filed with the Securities and Exchange Commission on September 11, 2024; (ii) 9,300,000 Ordinary Shares to be issued as pre-delivery shares in connection with the securities purchase agreement dated September 18, 2024, as detailed in the Issuer’s current report on Form 6-K, filed with the Securities and Exchange Commission on October 18, 2024; and (iii) such number of Ordinary Shares issuable upon conversion of a convertible note dated October 16, 2024 beneficially owned by the reporting person. |
| CUSIP No. G5500B 102 | Page 3 of 7 |
| 1. |
Names of Reporting Persons.
SHELF ADVISOR LIMITED |
| 2. |
Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐ |
| 3. |
SEC Use Only
|
| 4. |
Citizenship or Place of Organization
Hong Kong |
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5. |
Sole Voting Power
3,163,148* |
| 6. |
Shared Voting Power
0 | |
| 7. |
Sole Dispositive Power
3,163,148* | |
| 8. |
Shared Dispositive Power
0 |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
3,163,148* |
| 10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
|
| 11. |
Percent of Class Represented by Amount in Row (9)
9.99%** |
| 12. |
Type of Reporting Person
CO |
| * | SHELF ADVISOR LIMITED, a Hong Kong limited liability company (“SHELF”), beneficially owns certain Ordinary Shares of the issuer, par value $0.00025 per share, underlying the convertible note that is convertible within 60 days, issued on October 16, 2024, and 2,300,000 Ordinary Shares issued pursuant to a certain securities purchase agreement dated September 18, 2024. The aforementioned convertible note is subject to a beneficial ownership maximum limitation of 9.99%. |
| ** | This percentage is calculated based upon (i) 21,500,000 Ordinary Shares issued and outstanding (as of March 31, 2024), as set forth in the Issuer’s current report on Form 6-K as filed with the Securities and Exchange Commission on September 11, 2024; (ii) 9,300,000 Ordinary Shares to be issued as pre-delivery shares in connection with the securities purchase agreement dated September 18, 2024, as detailed in the Issuer’s current report on Form 6-K, filed with the Securities and Exchange Commission on October 18, 2024; and (iii) such number of Ordinary Shares issuable upon conversion of a convertible note dated October 16, 2024 beneficially owned by the reporting person. |
| CUSIP No. G5500B 102 | Page 4 of 7 |
ITEM 1.
(a) Name of Issuer:
Linkage Global Inc
(b) Address of Issuer’s Principal Executive Offices:
2-23-3 MINAMI-IKEBUKURO, TOSHIMA-KU
TOKYO, JAPAN 171-0022
ITEM 2.
(a) Name of Person Filing:
(i) Shuyan Liu
(ii) SHELF ADVISOR LIMITED
(b) Address of Principal Business Office, or if None, Residence:
(i) Shuyan Liu
2660 river Ave, Rosemead, CA 91770-3302
(ii) SHELF ADVISOR LIMITED
2660 river Ave, Rosemead, CA 91770-3302
(c) Citizenship:
(i) Shuyan Liu
People’s Republic of China
(ii) SHELF ADVISOR LIMITED
Hong Kong
(d) Title of Class of Securities:
Ordinary Shares, par value US$0.00025 per share
(e) CUSIP Number:
G5500B 102
| CUSIP No. G5500B 102 | Page 5 of 7 |
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SS.240.13d-1(b) OR 240.13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
Not Applicable.
ITEM 4. OWNERSHIP.
The information requested in these paragraphs is incorporated herein by reference to the cover pages to this Schedule 13G.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
Not applicable.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
Not applicable.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
Not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not applicable.
ITEM 10. CERTIFICATIONS.
Not applicable.
| CUSIP No. G5500B 102 | Page 6 of 7 |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: October 23, 2024
| /s/ Shuyan Liu | ||
| Name: | Shuyan Liu |
| SHELF ADVISOR LIMITED | ||
| By: | /s/ Shuyan Liu | |
| Name: | Shuyan Liu | |
| Title: | CEO | |
| CUSIP No. G5500B 102 | Page 7 of 7 |
EXHIBIT INDEX
| Exhibit A. | Joint Filing Agreement |
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13G to which this Agreement is annexed as Exhibit A, and any amendments thereto, is and will be filed on behalf of each of them in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
Date: October 23, 2024
| /s/ Shuyan Liu | ||
| Name: | Shuyan Liu |
| SHELF ADVISOR LIMITED | ||
| By: | /s/ Shuyan Liu | |
| Name: | Shuyan Liu | |
| Title: | CEO | |