Scage Future schedules beneficial ownership showing a controlling stake: 45,441,182 Ordinary Shares, representing 62.90% of the class based on 72,243,992 Ordinary Shares outstanding as of June 30, 2025. The filing states an acting-in-concert agreement effective June 24, 2025 that aggregates an additional 15,656,008 Ordinary Shares with holdings held by affiliated BVI entities and individuals.
The schedule lists the primary holder Upward Stars Group Limited (29,785,174 shares) and identifies related parties including Victorious Lights Holding Limited (5,004,625 shares) and Three Action Brothers Limited (3,903,900 shares). Signatures and exhibits include a Joint Filing Agreement and the Act-in-Concert Agreement.
Positive
None.
Negative
None.
Insights
Majority control appears consolidated through an acting‑in‑concert arrangement.
The schedule documents that 45,441,182 Ordinary Shares equal 62.90% of the class as of June 30, 2025, and that an acting‑in‑concert agreement effective June 24, 2025 binds several BVI entities to vote concertedly. The filing explains decision mechanics giving Mr. Gao decisive authority when unanimity is not reached.
Practical dependencies include the enforceability of the acting‑in‑concert agreement under applicable law and the internal voting alignment among the named parties. Subsequent public disclosures or amendments would show whether voting control is exercised in specific corporate actions.
Filing documents beneficial ownership and group classification with supporting exhibits.
The schedule attaches Exhibit 99.1 (Joint Filing Agreement) and Exhibit 99.2 (Act‑in‑Concert Agreement) and lists signatories. The ownership percentages—62.90% of 72,243,992 shares—are explicitly stated, establishing a group for Section 13 reporting purposes.
Key legal points to watch: the acting‑in‑concert terms described and the effective date June 24, 2025. Any material change to holdings or voting arrangements must be reflected in amended filings under the securities rules.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Scage Future
(Name of Issuer)
Ordinary Share
(Title of Class of Securities)
06/30/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP Number(s):
1
Names of Reporting Persons
Chao Gao
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CHINA
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
45,441,182.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
29,785,174.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
45,441,182.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
62.90 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: (1) Represents (i) 29,785,174 Ordinary Shares held by Upward Stars Group Limited, a British Virgin Islands company wholly owned by Mr. Chao Gao; and (ii) 15,656,008 Ordinary Shares that Mr. Chao Gao beneficially owns by virtue of an acting-in-concert agreement. 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. Therefore, Mr. Gao also beneficially owns (a) 5,004,625 Ordinary Shares held by Victorious Lights Holding Limited, a British Virgin Islands company wholly owned by Mr. Qinghua Zeng; (b) 3,903,900 Ordinary Shares held by Three Action Brothers Limited, a British Virgin Islands company wholly owned by Mr. Yuanchi Guo; (c) 3,123,110 Ordinary Shares held by Two Courage Brothers Limited, a British Virgin Islands company; (d) 2,843,596 Ordinary Shares held by Five Epic Brothers Limited, a British Virgin Islands company; and (e) 780,777 Ordinary Shares held by Four Genuine Brothers Limited, a British Virgin Islands company.
(2) Represents 29,785,174 Ordinary Shares held by Upward Stars Group Limited, a British Virgin Islands company wholly owned by Mr. Chao Gao.
(3) Based on 72,243,992 Ordinary Shares issued and outstanding as of June 30, 2025.
SCHEDULE 13G
CUSIP Number(s):
1
Names of Reporting Persons
Upward Stars Group Limited
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
VIRGIN ISLANDS, BRITISH
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
45,441,182.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
29,785,174.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
45,441,182.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
62.90 %
12
Type of Reporting Person (See Instructions)
FI
Comment for Type of Reporting Person: (1) Represents (i) 29,785,174 Ordinary Shares held by Upward Stars Group Limited, a British Virgin Islands company wholly owned by Mr. Chao Gao; and (ii) 15,656,008 Ordinary Shares that Mr. Chao Gao beneficially owns by virtue of an acting-in-concert agreement. 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. Therefore, Mr. Gao also beneficially owns (a) 5,004,625 Ordinary Shares held by Victorious Lights Holding Limited, a British Virgin Islands company wholly owned by Mr. Qinghua Zeng; (b) 3,903,900 Ordinary Shares held by Three Action Brothers Limited, a British Virgin Islands company wholly owned by Mr. Yuanchi Guo; (c) 3,123,110 Ordinary Shares held by Two Courage Brothers Limited, a British Virgin Islands company; (d) 2,843,596 Ordinary Shares held by Five Epic Brothers Limited, a British Virgin Islands company; and (e) 780,777 Ordinary Shares held by Four Genuine Brothers Limited, a British Virgin Islands company.
(2) Represents 29,785,174 Ordinary Shares held by Upward Stars Group Limited, a British Virgin Islands company wholly owned by Mr. Chao Gao.
(3) Based on 72,243,992 Ordinary Shares issued and outstanding as of June 30, 2025.
SCHEDULE 13G
CUSIP Number(s):
1
Names of Reporting Persons
Qinghua Zeng
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CHINA
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
5,004,625.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
5,004,625.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
5,004,625.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
6.93 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: (1) Represents 5,004,625 Ordinary Shares held by Victorious Lights Holding Limited, a British Virgin Islands company wholly owned by Mr. Qinghua Zeng.
(2) Based on 72,243,992 Ordinary Shares issued and outstanding as of June 30, 2025.
SCHEDULE 13G
CUSIP Number(s):
1
Names of Reporting Persons
Victorious Lights Holding Limited
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
VIRGIN ISLANDS, BRITISH
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
5,004,625.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
5,004,625.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
5,004,625.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
6.93 %
12
Type of Reporting Person (See Instructions)
FI
Comment for Type of Reporting Person: (1) Represents 5,004,625 Ordinary Shares held by Victorious Lights Holding Limited, a British Virgin Islands company wholly owned by Mr. Qinghua Zeng.
(2) Based on 72,243,992 Ordinary Shares issued and outstanding as of June 30, 2025.
SCHEDULE 13G
CUSIP Number(s):
1
Names of Reporting Persons
Yuanchi Guo
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CHINA
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
3,903,900.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
3,903,900.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,903,900.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.40 %
12
Type of Reporting Person (See Instructions)
FI
Comment for Type of Reporting Person: (1) Represents 3,903,900 Ordinary Shares held by Three Action Brothers Limited, a British Virgin Islands company wholly owned by Mr. Yuanchi Guo.
(2) Based on 72,243,992 Ordinary Shares issued and outstanding as of June 30, 2025.
SCHEDULE 13G
CUSIP Number(s):
1
Names of Reporting Persons
Three Action Brothers Limited
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
VIRGIN ISLANDS, BRITISH
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
3,903,900.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
3,903,900.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,903,900.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.40 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: (1) Represents 3,903,900 Ordinary Shares held by Three Action Brothers Limited, a British Virgin Islands company wholly owned by Mr. Yuanchi Guo.
(2) Based on 72,243,992 Ordinary Shares issued and outstanding as of June 30, 2025.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Scage Future
(b)
Address of issuer's principal executive offices:
2F, Building 6, No. 6 Fengxin Road, Yuhuatai District, Nanjing City, Jiangsu Province, 210012, People's Republic of China
Address or principal business office or, if none, residence:
1. Chao Gao:
2. Qinghua Zeng:
3. Yuanchi Guo:
4. The address for each of Upward Stars Group Limited, Victorious Lights Holding Limited, and Three Action Brothers Limited is Start Chambers, Wickham's Cay II, P.O. Box 2221, Road Town, Tortola, British Virgin Islands.
(c)
Citizenship:
1. Chao Gao is a Chinese citizen.
3. Qinghua Zeng is a Chinese citizen.
5. Yuanchi Guo is a Chinese citizen.
6. Each of Upward Stars Group Limited, Victorious Lights Holding Limited, and Three Action Brothers Limited is organized under the laws of the British Virgin Islands.
(d)
Title of class of securities:
Ordinary Share
(e)
CUSIP No.:
80590A105
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
The information regarding ownership set forth in Items 5-9 and 11 of each cover page is hereby incorporated herein by reference.
(b)
Percent of class:
The information regarding ownership set forth in Items 5-9 and 11 of each cover page is hereby incorporated herein by reference.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
The information regarding ownership set forth in Items 5-9 and 11 of each cover page is hereby incorporated herein by reference.
(ii) Shared power to vote or to direct the vote:
The information regarding ownership set forth in Items 5-9 and 11 of each cover page is hereby incorporated herein by reference.
(iii) Sole power to dispose or to direct the disposition of:
The information regarding ownership set forth in Items 5-9 and 11 of each cover page is hereby incorporated herein by reference.
(iv) Shared power to dispose or to direct the disposition of:
The information regarding ownership set forth in Items 5-9 and 11 of each cover page is hereby incorporated herein by reference.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(K), so indicate under Item 3(k) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
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. Therefore, Mr. Chao Gao beneficially owns (i) 29,785,174 ordinary Shares held by Upward Stars Group Limited; and (ii) 15,656,008 Ordinary Shares that Mr. Chao Gao beneficially owns by virtue of the acting-in-concert agreement, including (a) 5,004,625 Ordinary Shares held by Victorious Lights Holding Limited, a British Virgin Islands company wholly owned by Mr. Qinghua Zeng; (b) 3,903,900 Ordinary Shares held by Three Action Brothers Limited, a British Virgin Islands company wholly owned by Mr. Yuanchi Guo; (c) 3,123,110 Ordinary Shares held by Two Courage Brothers Limited, a British Virgin Islands company; (d) 2,843,596 Ordinary Shares held by Five Epic Brothers Limited, a British Virgin Islands company; and (e) 780,777 Ordinary Shares held by Four Genuine Brothers Limited, a British Virgin Islands company.
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
Not Applicable
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
How many shares does Scage Future beneficially report as controlled by the group (SCAG)?
The filing reports 45,441,182 Ordinary Shares beneficially controlled by the group, equal to 62.90% of the class. This percentage is calculated using 72,243,992 Ordinary Shares outstanding as of June 30, 2025.
What is the acting‑in‑concert agreement disclosed in the SCAG filing?
The document discloses an acting‑in‑concert agreement effective June 24, 2025 among several BVI entities. It provides that Mr. Gao’s decision as sole owner of Upward Stars Group Limited is deemed unanimous if parties cannot agree.
Which entities and individuals are named as part of the beneficial‑ownership group?
Named filers include Chao Gao, Upward Stars Group Limited, Qinghua Zeng, Victorious Lights Holding Limited, Yuanchi Guo, and Three Action Brothers Limited, with specific share counts listed for each entity and individual.
What exhibits accompany the Schedule 13G for Scage Future (SCAG)?
The schedule includes Exhibit 99.1: Joint Filing Agreement and Exhibit 99.2: Act‑in‑Concert Agreement, which the filing cites to document the group classification and voting arrangements.
