Scage Future (SCAG) uses Nasdaq home country rule exemption on shareholder approvals

Rhea-AI Filing Summary

Scage Future has filed a Form 6-K explaining that it will use the Nasdaq “home country rule exemption” for corporate governance. Under Nasdaq Listing Rule 5615, the company has elected to follow its home country rules instead of Nasdaq’s requirements to obtain shareholder approval under Listing Rule 5635(a) and (c). This disclosure is intended for inclusion in its next Form 20-F for the fiscal year ending June 30, 2026.

Insights

Corporate governance analyst

Scage Future opts to follow home country rules instead of certain Nasdaq shareholder approval requirements.

Scage Future is using Nasdaq’s home country rule exemption, choosing its domestic corporate governance standards over specific Nasdaq shareholder approval rules 5635(a) and (c). This approach is common among foreign private issuers and primarily affects how major corporate actions are approved.

The change can give the board more flexibility on transactions that would otherwise need shareholder votes under Nasdaq rules. However, investors still rely on home country protections and disclosure in the Form 20-F for understanding how significant issuances may be authorized.

Key Terms

home country rule exemption, Nasdaq Listing Rule 5615, Nasdaq Listing Rule 5635(a) and (c), Form 6-K, +1 more

5 terms

home country rule exemption regulatory

"Pursuant to the home country rule exemption set forth under Nasdaq Listing Rule 5615"

Nasdaq Listing Rule 5615 regulatory

"home country rule exemption set forth under Nasdaq Listing Rule 5615"

Nasdaq Listing Rule 5635(a) and (c) regulatory

"exemption from the requirements to obtain shareholder approval under Nasdaq Listing Rule 5635(a) and (c)"

Form 6-K regulatory

"This report of foreign private issuer on Form 6-K is being filed"

A Form 6-K is a report that companies listed in certain countries file to provide important updates, such as financial results, corporate changes, or other significant information, to regulators and investors. It functions like an official company update or news release, helping investors stay informed about developments that could affect their investment decisions.

Form 20-F regulatory

"to be included in the next Form 20-F of Scage Future"

Form 20-F is the standardized annual disclosure that non-U.S. companies must file with the U.S. securities regulator when their shares are traded in the U.S.; it contains audited financial statements, a plain-language description of the business, management discussion, governance details and key risk factors. It matters to investors because it provides a consistent, comparable company “report card” and rulebook, helping buyers assess financial health, governance and risks before investing.

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FAQ

What did Scage Future (SCAG) announce in this Form 6-K?

Scage Future disclosed that it will use Nasdaq’s home country rule exemption for corporate governance. It elected to follow its home country rules instead of Nasdaq Listing Rule 5635(a) and (c) shareholder approval requirements, with this disclosure to be included in its next Form 20-F.

What is the Nasdaq home country rule exemption used by Scage Future (SCAG)?

The home country rule exemption under Nasdaq Listing Rule 5615 allows foreign private issuers to follow home country governance practices. Scage Future elected this exemption for requirements tied to shareholder approval under Listing Rule 5635(a) and (c), aligning its governance more closely with its domestic standards.

Which Nasdaq rules will Scage Future (SCAG) not follow for shareholder approval?

Scage Future stated it will be exempt from obtaining shareholder approval under Nasdaq Listing Rule 5635(a) and (c) by using the home country rule exemption. Instead, it will follow its home country’s applicable rules for approving these types of corporate actions and equity-related decisions.

How will this governance choice by Scage Future (SCAG) be disclosed to investors?

The company indicates that this home country rule exemption disclosure will be included in its next Form 20-F. That Form 20-F will cover the fiscal year ending June 30, 2026, providing investors formal annual-report context for the governance approach.

Why does Scage Future (SCAG) qualify as a foreign private issuer?

Scage Future describes itself as a Cayman Islands exempted company and files reports as a foreign private issuer. Its use of Form 6-K and reference to Form 20-F are consistent with that status, which permits reliance on Nasdaq’s home country rule exemption for governance.

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 ☐

Explanatory Note 

This report of foreign private issuer on Form 6-K is being filed to provide the home country rule exemption disclosure to be included in the next Form 20-F of Scage Future, a Cayman Islands exempted company (the “Company”), for the fiscal year ending June 30, 2026.

Corporate Governance

Pursuant to the home country rule exemption set forth under Nasdaq Listing Rule 5615, the Company has elected to follow the Company’s home country rules for exemption from the requirements to obtain shareholder approval under Nasdaq Listing Rule 5635(a) and (c).

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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 29, 2026	By:	/s/ Chao Gao
	Name:	Chao Gao
	Title:	Chairman and Chief Executive Officer

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