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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): June 27, 2025
Finnovate
Acquisition Corp.
(Exact
name of registrant as specified in its charter)
| Cayman
Islands |
|
001-41012 |
|
N/A 00-0000000 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
265
Franklin Street
Suite
1702
Boston,
MA 02110
(Address
of principal executive offices, including zip code)
Registrant’s
telephone number, including area code: 424-253-0908
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act: None
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Introductory
Note
On
June 27, 2025, Finnovate Acquisition Corp., a Cayman Islands exempted company (“Finnovate”)
and Scage International Limited, a Cayman Islands exempted company (“Scage International”) consummated (the “Closing”)
the transactions (collectively, the “Business Combination”) contemplated by that certain Business Combination Agreement,
dated as of August 21, 2023, as amended on June 18, 2024, on October 31, 2024 and on April 2, 2025 (the “Business Combination Agreement”),
by and among Finnovate, Scage International, Scage Future, a Cayman Islands exempted company (“PubCo”), Hero 1, a Cayman
Islands exempted company and a direct wholly owned subsidiary of PubCo (“Merger Sub I”), and Hero 2, a Cayman Islands exempted
company and a direct wholly owned subsidiary of PubCo (“Merger Sub II”).
Pursuant
to the Business Combination Agreement, the Business Combination was effected in two steps, (a) on June 24, 2025, Merger Sub I merged
with and into Scage International (the “First Merger”), with Scage International surviving the First Merger as a wholly-owned
subsidiary of PubCo (the time at which the First Merger becomes effective is referred to herein as the “First Merger Effective
Time”); and (b) following the First Merger, on June 27, 2025 (the “Closing Date”), Merger Sub II merged with and into
Finnovate, with Finnovate surviving the Second Merger as a wholly owned subsidiary of PubCo (the time at which the Second Merger becomes
effective is referred to herein as the “Effective Time”).
Prior
to the Closing Date, Scage International caused a sponsored American depositary share facility for the ordinary shares, par value $0.0001
per share, of Pubco (the “Pubco Ordinary Shares”) to be established with CITIBANK N.A. for the purpose of issuing
and distributing the American depositary shares of PubCo, each representing one PubCo Ordinary Share (the “PubCo ADSs”).
In
connection with the Closing, Pubco ADSs began trading on The Nasdaq Global Market under the ticker symbol “SCAG” on June
30, 2025.
Item
1.01 Entry into a Material Definitive Agreement.
The
information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference. In connection
with the Closing, the parties to the Business Combination entered into the following agreements. Unless otherwise defined herein, the
capitalized terms used below are defined in the Business Combination Agreement.
Seller
Lock-up Agreement
On
the Closing Date, Finnovate, Pubco, Scage International and certain shareholders of Scage International entered into lock-up agreements
(each, a “Seller Lock-Up Agreement). Pursuant to each Lock-Up Agreement, an aggregate of 28,103,818 Pubco Ordinary Shares issued
to such Scage International shareholders in connection with the Closing may not be transferred during the period commencing from the
Closing Date and ending on the 6-month anniversary of the Closing Date, subject to certain limited exceptions.
Prior
to the Closing of the Business Combination, Finnovate and Scage International released certain Pubco Ordinary Shares issuable to certain
non-affiliate shareholders of Scage International from the transfer restrictions under the Seller Lock-up Agreement in order to satisfy
the initial listing requirements of the Nasdaq Stock Market.
The
foregoing description is qualified in its entirety by reference to the Seller Lock-Up Agreement, a copy of the form of which was filed
as Exhibit 10.2 to Finnovate’s Current Report on Form 8-K filed on August 25, 2023.
Amendment
to Registration Rights Agreement
On
the Closing Date, Finnovate, Pubco, Finnovate Sponsor
L.P. (the “Sponsor”), EarlyBirdCapital, Inc. (the “Representative”) and certain other holders (“Holders”)
of ordinary shares of Finnovate entered into the Amendment to Registration Rights Agreement (the “Registration Rights Agreement
Amendment”), which amended that certain Registration Rights Agreement, dated as of November 8, 2021, by and among Finnovate, the
Sponsor, the Representative and such Holders (the “Registration Rights Agreement”). Pursuant to the Registration Rights Agreement
Amendment, (i) Pubco was added as a party to the Registration Rights Agreement and (ii) Pubco agreed to undertake certain resale shelf
registration obligations in accordance with the Securities Act of 1933, as amended, and the other parties thereto have been granted customary
demand and piggyback registration rights.
The
form of Registration Rights Agreement Amendment is filed as Exhibit 10.1 to this Current Report on Form 8-K, and the foregoing description
thereof is qualified in its entirety by reference to the full text of the form of the Registration Rights Agreement Amendment and the
terms of which are incorporated by reference herein.
Item
2.01 Completion of Acquisition or Disposition of Assets.
The
information set forth in the Introductory Note of this Current Report is incorporated by reference herein. Pursuant to the Business Combination
Agreement, the First Merger was consummated on June 24, 2025 and the Second Merger (collectively with the First Merger, the “Mergers”)
was consummated on June 27, 2025.
On
June 24, 2025, pursuant to the Business Combination Agreement, at the First Merger Effective Time, First Merger Sub merged with and into
Scage International, with Scage International surviving the First Merger as a wholly-owned subsidiary of Pubco and the outstanding ordinary
shares of Scage International were converted into the right to receive Pubco Ordinary Shares or PubCo ADSs. On June 27, 2025, pursuant
to the Business Combination Agreement, Second Merger Sub merged with and into Finnovate, with Finnovate surviving the Second Merger as
a wholly-owned subsidiary of Pubco and the outstanding securities of Finnovate being converted into the right to receive substantially
equivalent securities of Pubco.
As
previously disclosed on a Current Report on Form 8-K filed with the SEC on April 2, 2025, an extraordinary general meeting (the “Business
Combination Meeting”) of shareholders of Finnovate was held on March 28, 2025, public shareholders holding an aggregate of 766,207
ordinary shares of Finnovate exercised their right to have such shares redeemed for a pro rata portion of the trust account holding the
proceeds from Finnovate’s initial public offering, with redemption price calculated at approximately $12.18 per share.
Immediately
following the consummation of the Business Combination, on June 27, 2025, there were 72,243,992 PubCo Ordinary Shares issued and outstanding.
Item
3.03 Material Modification to Rights of Security Holders.
To
the extent required by Item 3.03 of Form 8-K, the disclosure set forth in Items 1.01 and 2.01 of this Current Report on Form 8-K is incorporated
by reference in this Item 3.03.
Item
5.01 Changes in Control of Registrant.
The
information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference in its entirety.
To the extent required by Item 5.01 of Form 8-K, the disclosure set forth in Item 2.01 of this Current Report on Form 8-K is incorporated
by reference in this Item 5.01.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
The
information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference in its entirety.
To the extent required by Item 5.02 of Form 8-K, the disclosure set forth in Item 5.01 of this Current Report on Form 8-K is incorporated
by reference in this Item 5.02.
In
connection with the consummation of the Business Combination, each of Calvin Kung, Wang Chiu (Tommy) Wong, Chunyi (Charlie) Hao, Tiemei
(Sarah) Li and Sanjay Prasad resigned and ceased to be directors and/or officers of Finnovate.
Following
the consummation of the Business Combination, Chao Gao was appointed to serve as the sole director of Finnovate. Additionally, each of
Chao Gao, Yuanchi Guo, Ziqian Guan, Qiuliang Peng, Kevin Chen, Calvin Kung and Yixian Wang was appointed to serve as a director of Pubco
following the consummation of the Business Combination.
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The
information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference herein.
In
connection with the consummation of the Business Combination, at the Effective Time of the Business Combination, Finnovate adopted an
amended and restated memorandum and articles of association which is substantially in the form as described in the definitive proxy statement/prospectus
filed by Finnovate with the SEC on January 6, 2025, and in accordance with which, Finnovate became a wholly-owned subsidiary of Pubco
in connection with the Second Merger.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits:
| Exhibit |
|
Description |
| 10.1 |
|
Form of Seller Lock-Up Agreement, by and among Scage International Limited, Scage Future, Finnovate Acquisition Corp., and certain shareholders of Scage International Limited (incorporated by reference to Exhibit 10.2 of Finnovate’s Current Report on Form 8-K filed with SEC on August 25, 2023).
|
| |
|
|
| 10.2 |
|
Registration
Rights Agreement Amendment, dated as of June 27, 2025, by and among Scage Future, Finnovate
Acquisition Corp., Finnovate Sponsor L.P., EarlyBirdCapital, Inc. and certain other holders
as signatories thereto.
|
| |
|
|
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
Finnovate
Acquisition Corp. |
| |
|
|
| Date:
July 3, 2025 |
By: |
/s/
Calvin Kung |
| |
Name: |
Calvin
Kung |
| |
Title: |
Chief
Executive Officer |
