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 October 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 ☐
Exhibit Index
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release — Scage Future Announces Effective Date for ADS Ratio Change |
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: October 28, 2026 |
By: |
/s/ Chao Gao |
| |
Name: |
Chao Gao |
| |
Title: |
Chairman and Chief Executive Officer |
2
Exhibit 99.1
Scage Future Announces Effective Date for ADS
Ratio Change
Nanjing, China, October 22, 2026 /PRNewswire/ -- Scage Future (“Scage
Future” or the “Company”) (Nasdaq: SCAG), a provider of new energy and zero-emission heavy-duty commercial vehicles
and e-fuel solutions, today announced the effective date and new CUSIP number for the previously announced change in the ratio of its
American Depositary Shares (“ADSs”) to its ordinary shares (the “ADS Ratio”), from the current ADS Ratio of one
(1) ADS to one (1) ordinary share to a new ADS Ratio of one (1) ADS to fifteen (15) ordinary shares (the “ADS Ratio Change”).
The ADS Ratio Change will be effective on October 27, 2026 (the “Effective Date”).
For Scage Future’s ADS holders, the change in the ADS Ratio will
have the same effect as a one-for-fifteen reverse ADS split. On the Effective Date, holders of ADSs will be entitled to receive one (1) new
ADS for every fifteen (15) existing ADSs then held, and the exchange will occur automatically, with the then-held ADSs being cancelled
and new ADSs being issued by Citibank, N.A., as the depositary bank for the Company’s ADS program (the “Depositary Bank”).
Holders of ADSs will not be required to take any action in connection with the ADS Ratio Change.
No fractional new ADSs will be issued in connection with the change
in the ADS Ratio. Instead, fractional entitlements to new ADSs will be aggregated and sold by the Depositary Bank, and the net cash proceeds
from the sale of the fractional ADS entitlements (after deduction of fees, taxes and expenses) will be distributed to the applicable ADS
holders by the Depositary Bank.
The change in the ADS Ratio will have no impact on Scage Future’s
underlying ordinary shares, and no ordinary shares will be issued or cancelled in connection with the change in the ADS Ratio. Scage Future’s
ADSs will continue to be traded on the Nasdaq Global Market under the symbol “SCAG.” In connection with the ADS Ratio Change,
the CUSIP number for the ADSs will change from 80590A105 to a new CUSIP number of 80590A204, effective as of the Effective Date.
As a result of the change in the ADS Ratio, the ADS trading price is
expected to increase proportionally, although the Company can give no assurance that the ADS trading price after the change in the ADS
Ratio will be equal to or greater than fifteen times the ADS trading price before the change.
About Scage Future
Scage Future is a leading zero-emission technology provider in China,
dedicated to decarbonizing global commercial transportation through its portfolio of advanced heavy-duty NEV trucks and innovative e-fuel
systems. Through strategic partnerships with top-tier vehicle manufacturers and a strong quality control framework, the Company delivers
intelligent, high-performance NEVs addressing the transport needs across logistics, mining and port operations. The Company has a proven
track record in the design, production, and testing of next-generation heavy-duty NEVs, including the Dragon II plug-in hybrid dump truck,
Galaxy II plug-in hybrid truck, and autonomous tractor trailer.
Forward-Looking Statements
Certain statements in this announcement are forward-looking statements.
These forward-looking statements include, but are not limited to, statements regarding the completion of the ADS Ratio Change on the Effective
Date, the anticipated effects of the ADS Ratio Change on the trading price of the Company’s ADSs, and the Company’s expectations
regarding the treatment of fractional ADS entitlements and the exchange of existing ADSs for new ADSs. These forward-looking statements
involve known and unknown risks and uncertainties and are based on the Company’s current expectations and projections about future
events that the Company believes may affect its financial condition, results of operations, business strategy and financial needs. Investors
can identify these forward-looking statements by words or phrases such as “approximates,” “assesses,” “believes,”
“hopes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,”
“plans,” “will,” “would,” “should,” “could,” “may” or similar
expressions. The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequently
occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that
the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out
to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages
investors to review other factors that may affect its future results in the Company’s registration statement and other filings with
the U.S. Securities and Exchange Commission.
For more information, please contact:
Scage Future
Investor Relations
Emily Wang
Head of Investor Relations
Email: scageIR@scagefd.com
