Scage Future (SCAG) CEO Gao Chao reports large indirect and concert share stakes

Rhea-AI Filing Summary

Scage Future director and Chief Executive Officer Gao Chao has filed an initial ownership report showing only existing holdings, with no new share purchases or sales. The filing lists indirect ownership of 29,785,174 Ordinary Shares held by Upward Stars Group Limited, which is wholly owned by Mr. Gao.

It also reports beneficial ownership of a further 15,656,008 Ordinary Shares under an acting-in-concert agreement among several shareholder entities that became effective on June 24, 2025. Decisions made by Mr. Gao are deemed binding on these parties for matters requiring coordinated action.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Gao Chao

Role Chief Executive Officer

Type	Security	Shares	Price	Value
holding	Ordinary Shares	--	--	--
holding	Ordinary Shares	--	--	--

Holdings After Transaction: Ordinary Shares — 29,785,174 shares (Indirect, See footnote)

Footnotes (1)

1. Represents 29,785,174 Ordinary Shares held by Upward Stars Group Limited, a British Virgin Islands company wholly owned by Mr. Chao Gao. Represents 15,656,008 Ordinary Shares beneficially owned by Mr. Chao Gao under an acting-in-concert agreement (the "Agreement") entered into in August 2024 and effective June 24, 2025, among Upward Stars Group Limited, Two Courage Brothers Limited, Three Action Brothers Limited, Victorious Lights Holding Limited, Five Epic Brothers Limited and Four Genuine Brothers Limited. Under the Agreement, Mr. Gao's decisions are deemed unanimously approved and binding on all parties in the absence of unanimous agreement on matters requiring actions in concert. Mr. Gao is therefore deemed to beneficially own all shares held by the foregoing entities.

Understanding Insider Trading Forms →

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Gao Chao

(Last) (First) (Middle)

C/O SCAGE FUTURE, 2F, BUILDING 6

NO. 6 FENGXIN ROAD, YUHUATAI DISTRICT

(Street)

NANJING CITY JIANGSU PROVINCE 210012

(City) (State) (Zip)

CHINA

(Country)

2. Date of Event Requiring Statement (Month/Day/Year)
03/18/2026

3. Issuer Name and Ticker or Trading Symbol
Scage Future [ SCAG ]

3a. Foreign Trading Symbol

5. If Amendment, Date of Original Filed (Month/Day/Year)

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Ordinary Shares	29,785,174	I	See footnote(1)
Ordinary Shares	15,656,008	I	See footnote(2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents 29,785,174 Ordinary Shares held by Upward Stars Group Limited, a British Virgin Islands company wholly owned by Mr. Chao Gao.

2. Represents 15,656,008 Ordinary Shares beneficially owned by Mr. Chao Gao under an acting-in-concert agreement (the "Agreement") entered into in August 2024 and effective June 24, 2025, among Upward Stars Group Limited, Two Courage Brothers Limited, Three Action Brothers Limited, Victorious Lights Holding Limited, Five Epic Brothers Limited and Four Genuine Brothers Limited. Under the Agreement, Mr. Gao's decisions are deemed unanimously approved and binding on all parties in the absence of unanimous agreement on matters requiring actions in concert. Mr. Gao is therefore deemed to beneficially own all shares held by the foregoing entities.

	/s/ Chao Gao	03/18/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 3: SEC 1473 (03-26)

FAQ

What does Gao Chao’s Form 3 filing reveal about his SCAG shareholdings?

The Form 3 shows only existing holdings, with no new trades. It discloses indirect ownership of 29,785,174 Ordinary Shares via Upward Stars Group Limited and beneficial ownership of 15,656,008 Ordinary Shares through an acting-in-concert agreement.

How does Upward Stars Group Limited relate to Gao Chao’s SCAG ownership?

Upward Stars Group Limited holds 29,785,174 Ordinary Shares of Scage Future and is wholly owned by Gao Chao. Because he owns this British Virgin Islands company, these shares are reported as indirectly owned by him in the filing.

What is the acting-in-concert agreement mentioned in Scage Future’s Form 3?

The acting-in-concert agreement, effective June 24, 2025, links several shareholder entities. Under it, Gao Chao’s decisions are deemed unanimously approved and binding on all parties when coordinated action is required, giving him beneficial ownership of 15,656,008 Ordinary Shares.

Which entities are part of the acting-in-concert agreement in SCAG?

The agreement covers Upward Stars Group Limited, Two Courage Brothers Limited, Three Action Brothers Limited, Victorious Lights Holding Limited, Five Epic Brothers Limited and Four Genuine Brothers Limited. Through this structure, 15,656,008 Ordinary Shares are reported as beneficially owned by Gao Chao.

Does Gao Chao’s Form 3 for SCAG show any recent buying or selling activity?

No recent trading activity is shown. The Form 3 records holdings only, with transaction entries classified as holdings and transaction shares left blank. It simply establishes Gao Chao’s indirect and beneficial ownership positions as of the reported date.

Why is Gao Chao considered a ten percent owner of Scage Future (SCAG)?

He is classified as a ten percent owner because of large indirect and beneficial holdings. These include 29,785,174 Ordinary Shares via Upward Stars Group Limited and 15,656,008 Ordinary Shares under the acting-in-concert agreement, giving him significant voting influence.