UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of June 2026
Commission File Number: 001-42632
Scage Future
2F, Building 6, No. 6 Fengxin Road,
Yuhuatai District, Nanjing City
Jiangsu Province, 210012
People’s Republic of China
(Address of principal executive office)
Indicate by check mark whether the registrant
files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F ☒ Form
40-F ☐
Unaudited Financial Results for the First Six
Months of Fiscal Year 2026
Scage Future (NASDAQ: SCAG) (“Scage Future,”
“we” or the “Company”), a Cayman Islands exempted company hereby furnishes its unaudited financial results for
the six months ended December 31, 2025, representing the first half of fiscal year 2026.
First Six Months of Fiscal Year 2026 Financial
Highlights
| |
● |
Revenue increased by 91.3% from US$7.1 million for the six months ended December 31, 2024 to US$13.7 million for the six months ended December 31, 2025, primarily driven by increased sales of NEVs and components. |
| |
● |
Gross profit improved to US$0.2 million, representing a gross margin of 1.4%, for the six months ended December 31, 2025, compared to a gross loss of US$0.7 million, representing a negative gross margin of 10.1%, for the six months ended December 31, 2024. |
| |
● |
Interest expense, net increased by 652.5% from US$0.1 million for the six months ended December 31, 2024 to US$1.1 million for the six months ended December 31, 2025, primarily due to increased short-term borrowings and interest expense related to convertible notes issued in the second half of fiscal year 2025. |
| |
● |
Net loss was US$3.7 million for the six months ended December 31, 2025, compared to US$4.0 million for the six months ended December 31, 2024. |
| |
● |
Basic and diluted loss per share was US$0.05 for the six months ended December 31, 2025, compared to US$0.08 for the six months ended December 31, 2024. |
First Six Months of Fiscal Year 2026 Financial Results
Net revenue
Net revenue increased from US$7.1
million for the six months ended December 31, 2024 to US$13.7 million for the six months
ended December 31, 2025.
Revenue from sales of NEVs and components increased
from US$7.0 million for the six months ended December 31, 2024 to US$13.5
million for the six months ended December 31, 2025. The increase was primarily attributable to higher sales of NEV batteries and
vehicles, as well as the expansion of our component sales into other new energy applications, including electronic power controllers and
electronic devices such as communication modules and power control chips. The increase was partially offset by lower sales of Artificial-Intelligence
Robot Transportation (“ART”) components during the six months ended December 31, 2025. We sold 131 sets of NEV batteries,
30 hybrid tractor trucks and 19 Q-trucks for the six months ended December 31, 2025, compared with 24 sets of ART components, 54 sets
of NEV batteries and 6 Dragon II for the six months ended December 31, 2024.
Revenue from provision of vehicle modification
services remained stable at US$0.1 million for both the six months ended December 31, 2025
and 2024.
Revenue from leasing of NEVs was US$10,883
and US$6,955 for the six months ended December 31, 2025 and 2024, respectively.
Cost of revenue
Cost of revenue increased significantly from US$7.9
million for the six months ended December 31, 2024 to US$13.5 million for the six months
ended December 31, 2025.
Cost of revenue related to sales of NEVs and components
increased significantly from US$7.8 million for the six months ended December 31, 2024 to
US$13.4 million for the six months ended December 31, 2025, generally in line with the growth
in the sales of NEVs and components.
Cost of revenue related to provision of vehicle
modification services were US$89,392 and US$25,763
for the six months ended December 31, 2025 and 2024, respectively.
Cost of revenue related to leasing of NEVs were
US$4,595 and US$2,947 for the six months ended December 31, 2025 and 2024, respectively.
Gross profit/(loss) and gross profit/(loss) margin
We recorded gross
profit of US$0.2 million and gross loss of US$0.7 million for the six months ended
December 31, 2025 and 2024, respectively, representing a gross profit margin of 1.4% and a gross
loss margin of 10.1%, respectively. We achieved gross profit for
the six months ended December 31, 2025, primarily due to (i) higher profit margin in the sales of NEV components, which accounted for
the majority of our revenue for the six months ended December 31, 2025; and (ii) the absence of losses incurred from the dismantling and
discounted sale of 6 Dragon King vehicles and one Galaxy I high-end version model, which adversely affected gross profit
during the six months ended December 31, 2024 due to declining market demand for these models.
Operating expenses
Operating expenses increased by 8.3% from
US$3.2 million for the six months ended December 31, 2024 to US$3.5 million for the six months ended December 31, 2025, primarily
due to (i) an increase of US$0.5 million in general and administrative expenses, including an increase of US$0.6 million in agent
and professional fees for expenses related to compliance requirements as a public company following the completion of our business
combination, and a decrease of US$0.1 million in entertainment expense, partially offset by (ii) a decrease of US$0.2 million in
research and development expenses, primarily due to lower rental expenses following lease renewals at lower rental rates and a
decrease in technical service fees due to reduced dismantling activities during the six months ended December 31, 2025.
Other expenses, net
Other expenses, net increased
by 333.2% from US$0.1 million for the six months ended December 31, 2024 to US$0.4 million
for the six months ended December 31, 2025, primarily attributable to an increase of US$0.9 million
in interest expense, net driven by increased short-term borrowings during the six months ended December 31, 2025 and interest incurred
on convertible notes issued in the second half of fiscal year 2025, partially offset by a US$0.4
million favorable change in the fair value of derivative liabilities.
Net loss
Net loss decreased
by 30.5% from US$4.0 million for the six months ended December 31, 2024 to US$3.7 million
for the six months ended December 31, 2025.
Basic and diluted
loss per share
Basic and diluted loss per share was US$0.05
for the six months ended December 31, 2025, compared to US$0.08 for the six months ended December
31, 2024.
Financial Condition
As of December 31, 2025, we had cash and restricted
cash of US$0.6 million, compared to US$0.1 million
as of June 30, 2025.
Net cash used in operating activities was US$2.0
million for the six months ended December 31, 2025, compared to US$1.7 million for
the six months ended December 31, 2024.
Net cash provided by investing activities
was US$21,161 for the six months ended December 31, 2025, compared to net cash used in investing activities of US$20.6 million for
the six months ended December 31, 2024.
Net cash provided by financing activities was
US$2.5 million for the six months ended December 31, 2025, compared to US$21.0
million for the six months ended December 31, 2024.
SCAGE FUTURE
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(In U.S. dollars, except for share and per share
data, or otherwise noted)
| | |
As
of December 31, | | |
As
of
June 30, | |
| | |
2025 | | |
2025 | |
| ASSETS | |
| | |
| |
| Current
assets: | |
| | |
| |
| Cash | |
$ | 609,892 | | |
$ | 90,758 | |
| Restricted
cash | |
| - | | |
| 6,980 | |
| Accounts
receivable, net | |
| 8,019,553 | | |
| 2,580,730 | |
| Contract
assets, current | |
| 432,083 | | |
| 236,054 | |
| Inventories,
net | |
| 1,584,826 | | |
| 1,013,303 | |
| Amounts
due from related parties, net | |
| - | | |
| 11,387 | |
| Prepaid
expenses and other current assets, net | |
| 920,162 | | |
| 1,075,837 | |
| Total
current assets | |
| 11,566,516 | | |
| 5,015,049 | |
| | |
| | | |
| | |
| Non-current
assets: | |
| | | |
| | |
| Property
and equipment, net | |
| 447,506 | | |
| 713,402 | |
| Right-of-use
assets, net | |
| 489,705 | | |
| 126,173 | |
| Long-term
investments | |
| 20,425,130 | | |
| 20,336,325 | |
| Contract
assets, non-current | |
| 24,024 | | |
| 292,814 | |
| Other
non-current assets | |
| 20,402 | | |
| - | |
| Total
non-current assets | |
| 21,406,767 | | |
| 21,468,714 | |
| | |
| | | |
| | |
| TOTAL
ASSETS | |
$ | 32,973,283 | | |
$ | 26,483,763 | |
| | |
| | | |
| | |
| LIABILITIES,
MEZZANINE EQUITY AND SHAREHOLDERS’ DEFICIT | |
| | | |
| | |
| Current
liabilities: | |
| | | |
| | |
| Short-term
borrowings | |
$ | 12,725,401 | | |
$ | 9,632,029 | |
| Accounts
payable | |
| 8,448,354 | | |
| 2,713,803 | |
| Contract
liabilities | |
| 976,634 | | |
| 192,898 | |
| Amounts
due to related parties | |
| 3,558,486 | | |
| 1,884,129 | |
| Accrued
expenses and other payables | |
| 8,422,595 | | |
| 7,765,385 | |
| Operating
lease liabilities, current | |
| 102,267 | | |
| 131,141 | |
| Derivative
liabilities | |
| 255,675 | | |
| 676,890 | |
| Convertible
debt, current | |
| 2,115,424 | | |
| 2,411,553 | |
| Total
current liabilities | |
| 36,604,836 | | |
| 25,407,828 | |
| | |
| | | |
| | |
| Non-current
liabilities: | |
| | | |
| | |
| Amounts
due to a related party, non-current | |
| - | | |
| 2,019,233 | |
| Operating
lease liabilities, non-current | |
| 329,146 | | |
| - | |
| Total
non-current liabilities | |
| 329,146 | | |
| 2,019,233 | |
| | |
| | | |
| | |
| TOTAL
LIABILITIES | |
| 36,933,982 | | |
| 27,427,061 | |
| | |
| | | |
| | |
| Commitments
and contingencies | |
| | | |
| | |
| | |
| | | |
| | |
| Mezzanine
equity | |
| | | |
| | |
| Redeemable
non-controlling interests | |
| 4,764,697 | | |
| 4,651,293 | |
| Total
mezzanine equity | |
$ | 4,764,697 | | |
$ | 4,651,293 | |
| | |
| | | |
| | |
| Shareholders’
deficit | |
| | | |
| | |
| Ordinary
shares (par value of $0.0001 per share; 500,000,000 shares authorized as of December 31, 2025 and June 30, 2025, respectively;
72,609,665 and 72,243,992 shares issued and outstanding as of December 31, 2025 and June 30, 2025, respectively) | |
| 7,261 | | |
| 7,224 | |
| Additional
paid-in capital | |
| 35,075,521 | | |
| 34,042,059 | |
| Accumulated
deficit | |
| (43,903,566 | ) | |
| (40,217,153 | ) |
| Accumulated
other comprehensive income | |
| 452,771 | | |
| 900,287 | |
| Total
shareholders’ deficit attributable to Scage Future | |
| (8,368,013 | ) | |
| (5,267,583 | ) |
| Non-controlling
interests | |
| (357,383 | ) | |
| (327,008 | ) |
| Total
shareholders’ deficit | |
| (8,725,396 | ) | |
| (5,594,591 | ) |
| TOTAL
LIABILITIES, MEZZANINE EQUITY AND SHAREHOLDERS’ DEFICIT | |
$ | 32,973,283 | | |
$ | 26,483,763 | |
SCAGE FUTURE
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS
OF OPERATIONS AND COMPREHENSIVE LOSS
(In U.S. dollars, except for share and
per share data, or otherwise noted)
| | |
For
the Six Months Ended
December 31, | |
| | |
2025 | | |
2024 | |
| Revenue | |
$ | 13,674,735 | | |
$ | 7,147,668 | |
| Cost
of revenue | |
| (13,485,656 | ) | |
| (7,868,925 | ) |
| Gross
profit/(loss) | |
| 189,079 | | |
| (721,257 | ) |
| | |
| | | |
| | |
| Operating
expenses: | |
| | | |
| | |
| Selling
and marketing expenses | |
| (207,679 | ) | |
| (202,659 | ) |
| Research
and development expenses | |
| (676,995 | ) | |
| (843,083 | ) |
| General
and administrative expenses | |
| (2,545,715 | ) | |
| (2,095,600 | ) |
| Impairment
of long-lived assets | |
| (26,426 | ) | |
| (49,180 | ) |
| Total
operating expenses | |
| (3,456,815 | ) | |
| (3,190,522 | ) |
| | |
| | | |
| | |
| Loss
from operations | |
| (3,267,736 | ) | |
| (3,911,779 | ) |
| | |
| | | |
| | |
| Interest
expense, net | |
| (1,057,976 | ) | |
| (140,601 | ) |
| Other
income, net | |
| 107,183 | | |
| 38,848 | |
| Fair
value change in derivative liability | |
| 421,215 | | |
| - | |
| Gain
on investments | |
| 88,805 | | |
| - | |
| Total
other expenses, net | |
| (440,773 | ) | |
| (101,753 | ) |
| | |
| | | |
| | |
| Loss
before income taxes | |
| (3,708,509 | ) | |
| (4,013,532 | ) |
| | |
| | | |
| | |
| Income
tax expense | |
| - | | |
| - | |
| | |
| | | |
| | |
| Net
loss | |
| (3,708,509 | ) | |
| (4,013,532 | ) |
| Less:
Net loss attributable to non-controlling interests | |
| (21,991 | ) | |
| (62,324 | ) |
| Less:
Net loss attributable to redeemable non-controlling interests | |
| (105 | ) | |
| (409 | ) |
| Net
loss attributable to Scage Future | |
| (3,686,413 | ) | |
| (3,950,799 | ) |
| Net
loss attributable to Scage Future’s ordinary shareholders | |
$ | (3,686,413 | ) | |
$ | (3,950,799 | ) |
| | |
| | | |
| | |
| Net
loss | |
| (3,708,509 | ) | |
| (4,013,532 | ) |
| Other
comprehensive (loss)/income | |
| | | |
| | |
| Foreign
currency translation adjustment, net of tax of nil | |
| (342,391 | ) | |
| 137,501 | |
| Comprehensive
loss | |
| (4,050,900 | ) | |
| (3,876,031 | ) |
| Less:
Comprehensive loss attributable to non-controlling interests | |
| (30,375 | ) | |
| (104,100 | ) |
| Less:
Comprehensive income/(loss) attributable to redeemable non-controlling interests | |
| 113,404 | | |
| (20,163 | ) |
| Comprehensive
loss attributable to Scage Future | |
| (4,133,929 | ) | |
| (3,751,768 | ) |
| Comprehensive
loss attributable to Scage Future’s ordinary shareholders | |
$ | (4,133,929 | ) | |
$ | (3,751,768 | ) |
| | |
| | | |
| | |
| Loss
per share | |
| | | |
| | |
| Basic
and Diluted | |
| (0.05 | ) | |
| (0.08 | ) |
| Weighted
average number of ordinary shares outstanding used in computing loss per share | |
| | | |
| | |
| Basic
and Diluted | |
| 72,376,235 | | |
| 52,382,856 | |
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, thereunto duly authorized.
| |
Scage Future |
| |
|
|
| Date: June 30, 2026 |
By: |
/s/ Chao Gao |
| |
Name: |
Chao Gao |
| |
Title: |
Chairman and Chief Executive Officer |
