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Scage Future, a Cayman Islands company listed on Nasdaq, reports that it will rely on a 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 requirement to obtain shareholder approval under Nasdaq Listing Rule 5620(a). This approach will be reflected in its Form 20-F for the fiscal year ending June 30, 2026.
Scage Future reported unaudited results for the first six months of fiscal 2026, showing strong revenue growth but continued losses. Net revenue rose to $13.7M from $7.1M, driven mainly by higher sales of NEV batteries, hybrid tractor trucks and Q-trucks, and expanded component sales.
The company moved from a gross loss to a small gross profit of $0.2M, with a gross margin of 1.4%. Net loss narrowed to $3.7M from $4.0M, and loss per share improved to $0.05 from $0.08.
Scage Future’s balance sheet remains stretched. As of December 31, 2025, cash and restricted cash totaled $0.6M, while total liabilities were $36.9M and shareholders’ deficit was $8.7M. Short-term borrowings increased to $12.7M, and interest expense rose sharply to $1.1M.
Scage Future reports several board and audit committee changes. On June 27, 2026, Chairman and CEO Chao Gao resigned from his role as a member of the audit committee for personal reasons, with no disagreements related to the company’s operations or policies. Independent director Kevin Chen, already serving on the audit committee, was appointed its new chairman, while independent director Yixian Wang joined as a member. The board determined that Mr. Chen qualifies as an audit committee financial expert under SEC rules or has financial sophistication under Nasdaq corporate governance rules. Separately, on June 25, 2026, independent director Yuanchi Guo resigned from the board for personal reasons, also without any disagreement with the company, and his board seat remains vacant.
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.
Scage Future reports that Nasdaq has notified the company its ADSs no longer meet the exchange’s $1.00 minimum bid price requirement after trading below that level for 30 consecutive business days. The company has 180 calendar days, until December 8, 2026, to regain compliance by maintaining at least a $1.00 closing bid for 10 consecutive business days and avoiding a closing bid price of $0.10 or less for over 10 consecutive trading days. Failure to comply could lead to delisting, though the company could appeal and is considering options such as a reverse stock split.
The company also discloses that on April 8, 2026, independent director Calvin Kung resigned due to an unresolved disagreement related to the company’s operations, and no successor has yet been appointed.
Scage Future reported that independent director Calvin Kung resigned from the board on April 8, 2026, effective the same day. The company states that his resignation followed a certain unresolved disagreement with the company related to its operations. Scage Future has not yet named a replacement to fill the resulting board vacancy.
Scage Future director Peng Qiuliang has filed an initial Form 3, which is a statement of beneficial ownership for company insiders. This snapshot shows no reported share purchases, sales, gifts, option exercises, or derivative positions associated with this reporting person.
Scage Future director Guo Yuanchi has filed an initial ownership report showing indirect control of 3,903,900 Ordinary Shares. These shares are held through Three Action Brothers Limited, a British Virgin Islands company wholly owned by Mr. Guo.
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 the parties cannot unanimously agree on voting matters, a decision by Mr. Gao, as sole owner of Upward Stars Group Limited, becomes binding on all parties.
Scage Future executive Xiang Jie, the company’s Chief Financial Officer, has filed an initial Form 3 statement of beneficial ownership. The filing identifies Jie as an officer but does not report any share purchases, sales, or other transactions in Scage Future securities.
Scage Future director Chen Kevin filed an initial ownership report on Form 3. This filing identifies him as a member of the board but does not report any common stock or derivative security holdings. It is a routine compliance step required when someone becomes an insider.