공시 • Jun 29
Scage International Limited completed the acquisition of Finnovate Acquisition Corp. (NasdaqGM:FNVT) from a group of shareholders in a reverse merger transaction.
Scage International Limited entered into a definitive agreement to acquire Finnovate Acquisition Corp. (NasdaqGM:FNVT) from a group of shareholders in a reverse merger transaction for $800 million on August 21, 2023. Post the merger, the newly formed entity Scage Future will seek to be listed on the Nasdaq Stock Market. The outstanding securities of Scage and Finnovate will be converted into the right to receive securities of Scage Future. Post-combination company, the current shareholders of Scage International will have a majority of the voting power of the post-combination company, Scage International’s senior management comprising all of the senior management of the post-combination company, the relative size of Scage International compared to Finnovate, and Scage International’s operations comprising the ongoing operations. The boards of directors or similar governing bodies of Scage and Finnovate have approved the proposed transaction. Scage’s Founder and Chairman, Chao Gao, is expected to continue to lead Scage Future after the closing of the transaction. The parties anticipate that, following the Business Combination, the PubCo ADSs and Assumed Warrants will be listed on the Nasdaq Stock Market under the symbols “SCAG” and “SCAGW,” respectively, and the Finnovate Units, Finnovate Class A Ordinary Shares, and Finnovate Public Warrants will cease trading on the Nasdaq. The extraordinary general meeting of shareholders in lieu of an annual general meeting will be held on on May 2, 2024.
The transaction is further conditional upon (1) the approval of the Scage Business Combination Agreement and the Scage Business Combination and related matters by the requisite vote of our Company’s and Scage’s shareholders; (2) obtaining material regulatory approvals; (3) receipt of specified third party consents from any bank that has granted a valid credit facility to Scage or any notifications to be made to any such bank; (4) no law or order preventing or prohibiting the Business Combination; (5) our Company or Pubco shall have consolidated net tangible assets of at least $5,000,001 (as calculated and determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) either immediately prior to the Closing (after giving effect to the redemption) or upon the Closing after giving effect to the Mergers (including the redemption), or Pubco otherwise is exempt from the provisions of Rule 419 promulgated under the Exchange Act (i.e. one of several exclusions from the “penny stock” rules of the SEC applies and we rely on another exclusion); (6) amendment by the shareholders of Pubco of Pubco’s memorandum and articles of association; (7) the effectiveness of the Scage Registration Statement; (8) appointment of the post-closing directors of Pubco; and (9) Nasdaq listing requirements having been fulfilled.
As of June 18, 2024, the parties to the Business Combination Agreement entered into the First Amendment to Business Combination Agreement. The amendment provides for, among other things, the: reduction of the aggregate consideration to the shareholders of Scage International from $1 billion to $800 million subject to net debt adjustment. On May 2, 2024, we held an extraordinary general meeting in lieu of an annual general meeting of shareholders to amend the Finnovate Articles to approve the extension of the date by which the company has to consummate an initial business combination from May 8, 2024 to November 8, 2024. As of January 28, 2025, the upcoming extraordinary general meeting of shareholders of Finnovate Acquisition has been postponed to 10:00 a.m., Eastern Time on Thursday, February 27, 2025. As a result of this change, the deadline for holders of Finnovate’s Class A ordinary shares issued in its initial public offering to submit their shares for redemption in connection with the Business Combination, is being extended to 5:00 p.m., Eastern time, on Tuesday, February 25, 2025. As of February 25, 2025, Finnovate Acquisition postponed its upcoming extraordinary general meeting of shareholders to March 17, 2025 to allow for additional time for Scage International to obtain requisite listing approvals from the China Securities Regulatory Commission. As of March 13, 2025, Finnovate Acquisition postponed its upcoming extraordinary general meeting of shareholders to March 27, 2025, to allow for additional time for Scage International to obtain requisite listing approvals from the China Securities Regulatory Commission. As of March 13, 2025 China Securities Regulatory Commission has approved the transaction. As of March 25, 2025 Finnovate Acquisition postponed its upcoming extraordinary general meeting of shareholders to March 28, 2025. The Registration Statement on Form F-4 has been declared effective by SEC on December 27, 2024. On March 28, 2025, Finnovate held an extraordinary general meeting of shareholders where the shareholders of Finnovate approved the business combination and Finnovate expects the Business Combination to close before the end of April 2025.
Barry I. Grossman and Jessica Yuan of Ellenoff Grossman & Schole LLP is serving as legal advisor to Finnovate. Dan Ouyang, Myra A. Sutanto Shen, Derek E. Wallace and K. Ronnie Li of Wilson Sonsini Goodrich & Rosati, Jingtian & Gongcheng and Florence Chan, Rachel Huang, Anna Cheung and Chloe Yip of Ogier are serving as legal advisors to Scage. Steven C. Hastings of ValueScope, Inc. acted as financial advisor and fairness opinion provider to Finnovate. Cayman Islands legal matters will be passed upon for PubCo and Finnovate by Ogier. Mark Zimkind of Continental Stock Transfer & Trust Company acted as transfer agent to Finnovate. Advantage Proxy, Inc. acted as proxy solicitor to Finnovate. Advantage Proxy received $12,500 for their role as proxy solicitor. ValueScope received $99,055 for their role as financial opinion provider.
Scage International Limited completed the acquisition of Finnovate Acquisition Corp. (NasdaqGM:FNVT) from a group of shareholders in a reverse merger transaction on June 27, 2025.