Scage Future (SCAG) director discloses 3.12M shares via BVI entity

Rhea-AI Filing Summary

Scage Future director Guan Ziqian has filed an initial ownership report showing a large indirect stake in the company. The filing reports indirect ownership of 3,123,110 Ordinary Shares held through Two Courage Brothers Limited, a British Virgin Islands company wholly owned by Guan.

The filing also notes an acting-in-concert agreement among several shareholder entities entered in August 2024 and effective on June 24, 2025. Under this agreement, if they cannot reach unanimous decisions on specified matters, a decision made by Mr. Gao, as sole owner of Upward Stars Group Limited, becomes binding on all parties.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Guan Ziqian

Role Director

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

Holdings After Transaction: Ordinary Shares — 3,123,110 shares (Indirect, By Two Courage Brothers Limited)

Footnotes (1)

1. [object Object]

Key Figures

Indirectly held Ordinary Shares: 3,123,110 shares Shares following reported holding: 3,123,110 shares Acting-in-concert agreement date: August 2024 +1 more

4 metrics

Indirectly held Ordinary Shares 3,123,110 shares Held via Two Courage Brothers Limited, wholly owned by Guan Ziqian

Shares following reported holding 3,123,110 shares Total Ordinary Shares indirectly owned as shown in Form 3

Acting-in-concert agreement date August 2024 Date the acting-in-concert agreement was entered

Agreement effective date June 24, 2025 Date acting-in-concert agreement became effective

Key Terms

Ordinary Shares, acting-in-concert agreement, indirect ownership, British Virgin Islands company

4 terms

Ordinary Shares financial

"Represents 3,123,110 Ordinary Shares held by Two Courage Brothers Limited"

Ordinary shares are a type of ownership stake in a company, giving shareholders a right to participate in the company’s profits and decision-making through voting. They are similar to owning a piece of a business, and their value can rise or fall based on the company's performance. Investors buy ordinary shares to potentially earn dividends and benefit from the company's growth over time.

acting-in-concert agreement regulatory

"entered into an acting-in-concert agreement, which has become effective on June 24, 2025"

indirect ownership financial

"Represents 3,123,110 Ordinary Shares held by Two Courage Brothers Limited, a British Virgin Islands company wholly owned by Ziqian Guan"

British Virgin Islands company other

"Two Courage Brothers Limited, a British Virgin Islands company wholly owned by Ziqian Guan"

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^*

Guan Ziqian

(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		10% Owner
	Officer (give title below)		Other (specify below)

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	3,123,110	I(1)	By Two Courage Brothers Limited

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 3,123,110 Ordinary Shares held by Two Courage Brothers Limited, a British Virgin Islands company wholly owned by Ziqian Guan. In August 2024, 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 entered into an acting-in-concert agreement, which has become effective on June 24, 2025. Pursuant to the acting-in-concert agreement, the parties agree to vote on the matters that require action in concert, and if the parties thereof are unable to reach a unanimous opinion in relation to such matters, a decision that is made by Mr. Gao as the sole owner of Upward Stars Group Limited shall be deemed as a decision that is unanimously passed and agreed by the parties and shall be binding on the parties.

	/s/ Ziqian Guan	04/09/2026
	** 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 Scage Future (SCAG) director Guan Ziqian report on this Form 3?

Guan Ziqian reports an initial ownership position in Scage Future, consisting of 3,123,110 Ordinary Shares held indirectly. These shares are owned through Two Courage Brothers Limited, a British Virgin Islands company that is wholly owned by Guan, indicating substantial existing exposure to the company’s equity.

How are the 3,123,110 Scage Future (SCAG) shares held by Guan Ziqian structured?

The 3,123,110 Ordinary Shares are held indirectly through Two Courage Brothers Limited. This entity is a British Virgin Islands company wholly owned by Guan Ziqian, meaning his interest is represented through this corporate vehicle rather than direct personal share registration in his own name.

What is the acting-in-concert agreement mentioned in the Scage Future (SCAG) Form 3?

The footnote describes an acting-in-concert agreement entered in August 2024 among several shareholder entities, including Two Courage Brothers Limited. Effective June 24, 2025, these parties agree to vote together on certain matters, coordinating their decisions rather than acting independently on those issues.

Who ultimately makes binding decisions under the Scage Future (SCAG) acting-in-concert agreement?

If the acting-in-concert parties cannot reach unanimous agreement on relevant matters, the decision of Mr. Gao, as sole owner of Upward Stars Group Limited, becomes binding. His decision is deemed unanimously passed and agreed by all parties to the agreement for those covered voting matters.

Does this Scage Future (SCAG) Form 3 show any insider buy or sell transactions?

The Form 3 functions as an initial ownership report and does not show any explicit buy or sell transactions. It instead discloses that 3,123,110 Ordinary Shares are held indirectly through Two Courage Brothers Limited, along with governance details about an acting-in-concert voting agreement.