SEC Form SCHEDULE 13D filed by Linkage Global Inc.
$LGCB
Catalog/Specialty Distribution
Consumer Discretionary
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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LINKAGE GLOBAL INC (Name of Issuer) |
Class A Ordinary Share, par value $0.0025 per share (Title of Class of Securities) |
G5500B128 (CUSIP Number) |
Guojian Chen 9 TEMASEK BOULEVARD, #07-01,, SUNTEC TOWER TWO SINGAPORE, U0, 038989 65 82243679 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
06/06/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on 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).
SCHEDULE 13D
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| CUSIP No. | G5500B128 |
| 1 |
Name of reporting person
Guojian Chen | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
CHINA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
1,800,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
27.36 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
(1) Consists of 1,800,000 shares of Class A Ordinary Shares held of record by Guojian Chen.
(2) Based on the quotient obtained by dividing (a) the number of shares of Class A Ordinary Shares beneficially owned by the Reporting Person as set forth in Row 11 by (b) the total of 6,580,022 shares of Class A Ordinary Shares outstanding as of June 9, 2025 as reported by the Issuer to the Reporting Person.
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Class A Ordinary Share, par value $0.0025 per share |
| (b) | Name of Issuer:
LINKAGE GLOBAL INC |
| (c) | Address of Issuer's Principal Executive Offices:
2-23-3 Minami-Ikebukuro, Toshima-ku, Tokyo,
JAPAN
, 171-0022. |
| Item 2. | Identity and Background |
| (a) | This statement is filed by the Reporting Person. The Reporting Person is the holder of record of approximately 27.36% of the Issuer's outstanding Class A Ordinary Shares based on the number of Class A Ordinary Shares outstanding as of June 9, 2025. |
| (b) | The principal business address of the Reporting Person is 9 TEMASEK BOULEVARD, #07-01, SUNTEC TOWER TWO, SINGAPORE 038989. |
| (c) | INFINITY-STAR ASSETS PTE. LTD.
Principal Business: Consulting company
Business Address: 9 TEMASEK BOULEVARD, #07-01, SUNTEC TOWER TWO, SINGAPORE 038989 |
| (d) | During the past five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | During the past five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was the subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal and state securities laws of findings any violation with respect to such laws. |
| (f) | People's Republic of China. |
| Item 3. | Source and Amount of Funds or Other Consideration |
The Reporting Person entered into a Securities Purchase Agreement with the Issuer on May 14, 2025. Pursuant to the agreement, the Reporting Person purchased an aggregate of 1,800,000 Class A Ordinary Shares for a total consideration of $900,000, funded by the Reporting Person's personal funds. | |
| Item 4. | Purpose of Transaction |
The Reporting Person has purchased the Issuer's Class A Ordinary Shares as an individual for the purposes of passive investment in the Issuer's Class A Ordinary Shares. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | The responses to Items 7 - 13 of the cover pages of this Schedule 13D are incorporated herein by reference. The aggregate number and percentage of Class A Ordinary Shares beneficially or directly owned by the Reporting Person is based upon a total of 6,580,022 Class A Ordinary Shares outstanding as of June 9, 2025. The Reporting Person beneficially owns 1,800,000 Class A Ordinary Shares, representing approximately 27.36% of issued and outstanding Class A Ordinary Shares. |
| (b) | The responses to Items 7 - 13 of the cover pages of this Schedule 13D are incorporated herein by reference. The beneficial ownership of the Reporting Person is 1,800,000 Class A Ordinary Shares, representing approximately 27.36% of issued and outstanding Class A Ordinary Shares. |
| (c) | The Reporting Person has not effected any transactions of the Issuer's Ordinary Shares during the 60 days preceding the date of this report, except as described in Item 6 of this Schedule 13D which information is incorporated herein by reference. |
| (d) | N/A |
| (e) | N/A |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
Pursuant to the Securities Purchase Agreement dated May 14, 2025, the Issuer issued an aggregate of 1,800,000 Ordinary Shares on June 6, 2025 to the Reporting Person for the purchase price of $900,000. | |
| Item 7. | Material to be Filed as Exhibits. |
Exhibit 10.1 Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 on Form 6-K filed by the Issuer with the SEC on May 16, 2025) |
| 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.
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