8-K: Finnovate Acquisition Corp. Completes Business Combination with Scage International, PubCo Shares to Trade as SCAG on Nasdaq

Finnovate Acquisition Corp. has successfully completed its business combination with Scage International Limited, resulting in Scage Future (PubCo) becoming the parent entity, with its American Depositary Shares commencing trading on Nasdaq under the ticker symbol SCAG.

Summary

• Finnovate Acquisition Corp. and Scage International Limited consummated their Business Combination on June 27, 2025, forming Scage Future (PubCo) as the new parent entity.
• The Business Combination was effected in two steps: the First Merger of Merger Sub I into Scage International on June 24, 2025, and the Second Merger of Merger Sub II into Finnovate on June 27, 2025.
• PubCo American Depositary Shares (ADSs) began trading on The Nasdaq Global Market under the ticker symbol SCAG on June 30, 2025.
• An aggregate of 28,103,818 Pubco Ordinary Shares issued to certain Scage International shareholders are subject to a 6-month lock-up period commencing from the Closing Date of June 27, 2025.
• The Registration Rights Agreement was amended to include PubCo as a party, obligating it to undertake resale shelf registration and granting customary demand and piggyback registration rights to holders.
• Public shareholders holding 766,207 ordinary shares of Finnovate exercised their right to redeem shares for approximately $12.18 per share.
• Immediately following the consummation of the Business Combination on June 27, 2025, there were 72,243,992 PubCo Ordinary Shares issued and outstanding.

Sentiment

Score: 6

Explanation: The successful completion of the business combination and Nasdaq listing are positive milestones, but the significant share redemptions indicate some investor skepticism or lack of confidence in the combined entity's immediate prospects.

Positives

• Successful completion of the Business Combination, establishing Scage Future (PubCo) as a new publicly traded entity.
• PubCo ADSs commenced trading on The Nasdaq Global Market under SCAG, providing market access and liquidity.
• A significant portion of shares (28,103,818 Pubco Ordinary Shares) are subject to a 6-month lock-up, potentially indicating long-term commitment from key shareholders.

Negatives

• A notable number of Finnovate public shareholders, totaling 766,207 shares, exercised their redemption rights, indicating a portion of investors chose not to remain invested in the combined entity.

Future Outlook

PubCo has agreed to undertake certain resale shelf registration obligations in accordance with the Securities Act of 1933, and other parties have been granted customary demand and piggyback registration rights, indicating potential future share sales.

Industry Context

This filing represents the completion of a SPAC (Special Purpose Acquisition Company) business combination, a common method for private companies to go public. The successful listing on Nasdaq Global Market is a standard outcome for such transactions, providing the combined entity with access to public capital markets.

Management Changes

Corporate Governance

Stakeholder Impact

• Shareholders of Finnovate who redeemed shares received cash at approximately $12.18 per share.
• Remaining shareholders of Finnovate had their securities converted into substantially equivalent PubCo securities.
• Shareholders of Scage International had their shares converted into PubCo Ordinary Shares or ADSs, with a significant portion subject to a 6-month lock-up.
• New investment opportunities are available for investors in PubCo (SCAG) on Nasdaq.
• Significant changes occurred in the board composition for both Finnovate and PubCo, impacting management and governance.

Next Steps

• PubCo ADSs trading on The Nasdaq Global Market under SCAG.
• Expiration of the 6-month lock-up period for certain Pubco Ordinary Shares around December 27, 2025.
• PubCo to undertake resale shelf registration obligations.

Key Dates

Recommendation

Keywords

Finnovate Acquisition Corp., Scage International Limited, Scage Future, Business Combination, Merger, SPAC, Nasdaq, SCAG, SEC Filing, 8-K, Lock-up Agreement, Registration Rights, Share Redemption, Corporate Governance, Management Changes