F-1: Scage Future Registers 35.6M Shares, 8.8M Warrants for Resale

Scage Future filed an F-1 registration statement for the resale of up to 35.6 million ordinary shares and 8.8 million private warrants, alongside the potential issuance of 21.7 million ordinary shares underlying warrants.

Summary

• The filing is a Form F-1 registration statement for the resale of up to 35,638,795 ordinary shares (represented by American Depositary Shares or ADSs) and 8,800,000 private warrants by selling security holders.
• It also relates to the issuance and sale by Scage Future of up to 21,734,165 ordinary shares (represented by ADSs) underlying private and public warrants, exercisable at $11.50 per share.
• Scage Future will not receive any proceeds from the resale of securities by the selling security holders, only from the exercise of any warrants.
• The company is an innovative zero-emission solution provider in China, focusing on the development and commercialization of heavy-duty New Energy Vehicle (NEV) trucks and e-fuel solutions.
• Net revenues were US$11.1 million for the fiscal year ended June 30, 2025, US$6.1 million for FY2024, and US$0.4 million for FY2023.
• Net losses were US$13.1 million for FY2025, US$6.0 million for FY2024, and US$6.6 million for FY2023.
• The company's audited financial statements for FY2025 and FY2024 contain an explanatory paragraph regarding substantial doubt about its ability to continue as a going concern.
• On June 26, 2025, the company entered into two promissory note agreements with EarlyBirdCapital, Inc. (EBC) for an aggregate principal amount of $2,518,750, converting overdue service fees into convertible debt.
• The company defaulted on the first and second installments of a $1,009,375 promissory note to EBC, leading to a default interest rate of 15% per annum and potential legal action, including foreclosure on 1,000,000 pledged Ordinary Shares.
• Scage Future's ADSs are traded on the Nasdaq Capital Market under the symbol SCAG, with a last reported sales price of $2.525 per share on January 16, 2026.

Sentiment

Score: 2

Explanation: The filing highlights severe financial distress, including substantial doubt about going concern, consistent net losses, negative operating cash flow, and a recent default on a significant debt obligation. While it mentions growth strategies and innovative technology, these are overshadowed by the immediate financial challenges and regulatory uncertainties in China.

Positives

• The company is positioned as an innovative zero-emission solution provider in China, focusing on heavy-duty NEV trucks and e-fuel solutions, aiming to capitalize on increasing governmental support and customer demand for such vehicles.
• It offers a comprehensive vehicle portfolio, including Dragon King, Galaxy II, Q-truck, Andromeda, Andromeda+, Sky Turtle, and farm tractors, addressing diverse commercial transportation needs.
• Proprietary technologies include an electric control and steering system, an intelligently distributed hybrid power (IDHP) system, and solid oxide electrolysis cell (SOEC) hydrogen production technology.
• The company has demonstrated revenue growth, increasing from US$0.4 million in FY2023 to US$11.1 million in FY2025.
• Scage Future completed the required CSRC filing procedures for its Business Combination on March 12, 2025, and submitted a report on overseas listing on July 17, 2025, without notification of further inquiries or comments from the CSRC regarding these filings.

Negatives

• The company's audited financial statements for the years ended June 30, 2025, and 2024, contain an explanatory paragraph regarding substantial doubt about its ability to continue as a going concern, citing net loss, negative cash flow from operations, and working capital level.
• It has consistently incurred net losses, reporting US$13.1 million in FY2025, US$6.0 million in FY2024, and US$6.6 million in FY2023, and has not been profitable.
• The company defaulted on a $1,009,375 promissory note installment to EarlyBirdCapital, Inc., resulting in a default interest rate of 15% per annum and the threat of legal proceedings and foreclosure on 1,000,000 pledged Ordinary Shares.
• The company relies on dividends and other distributions from its PRC subsidiaries, which are subject to PRC regulations and potential government intervention, posing risks to cash transfers and funding requirements outside of China.
• The current ADS market price of $2.525 per share (as of January 16, 2026) is significantly below the warrant exercise price of $11.50 per share, making it unlikely that warrants will be exercised for cash, thereby limiting potential capital inflow from these instruments.

Risks

• There is substantial doubt about the company's ability to continue as a going concern.
• The company has a limited operating history and faces significant challenges in the heavy-duty commercial NEV and e-fuel solution industries.
• Its business model has yet to be fully tested, and failure to implement strategic plans could have a material adverse effect.
• The company may need to raise additional funds, which may not be available on favorable terms or at all.
• It has had negative net cash flows from operating activities and has not been profitable, which may continue.
• The company may be unable to adequately control the costs associated with its operations.
• Future growth is dependent upon customers' willingness to adopt NEV trucks; slow market development would adversely affect the business.
• The company depends significantly on revenue generated from a limited number of vehicle models.
• Manufacturing in collaboration with partners is subject to risks.
• It has a limited number of customers and pending orders, and non-binding agreements may not convert to actual orders.
• Significant delays in the design and delivery of collaborative trucks could harm the business.
• Plans to build a network of hydrogen fueling stations require significant financial investments and management resources.
• The company may not be able to produce or source the hydrogen needed for planned fueling stations.
• Performance issues with collaborative trucks could adversely affect sales and reputation.
• Any adverse change in cooperation with business partners could harm the business.
• The company may fail to compete effectively in the zero-emission transportation industry.
• Inadequate availability of hydrogen or failure to secure e-fuel supply at competitive prices could materially and adversely affect the business.
• Risks associated with construction, cost overruns, and delays in hydrogen infrastructure.
• The business depends substantially on the continued efforts of executive officers, key employees, and qualified personnel; loss of services could severely disrupt operations.
• The company needs to develop complex technology and operating systems, and there is no assurance such systems will be successfully developed.
• It may be unable to expand its intellectual property portfolio or develop the technology needed to operate its business.
• Material losses and costs may be incurred from warranty claims, product recalls, and product liabilities.
• Developments in alternative technology or improvements in internal combustion engines may adversely affect demand for NEVs.
• Increases in costs, disruption of supply, or shortage of raw materials, particularly lithium-ion battery cells, could harm the business.
• Limited insurance coverage could expose the company to significant costs and business disruption.
• Failure to establish, maintain, and strengthen its brand, or negative publicity, could harm the brand and reputation.
• The company is and may be subject to claims, disputes, lawsuits, and other legal and administrative proceedings.
• Risks are associated with strategic alliances or acquisitions.
• Unauthorized control or manipulation of vehicle systems could result in loss of confidence.
• Interruption or failure of information technology and communications systems could impact service provision.
• The company may need to defend against intellectual property right infringement claims.
• Inability to protect intellectual property rights may adversely affect reputation and disrupt business.
• Failure to protect the confidentiality of trade secrets or wrongful use/disclosure by employees would harm the business.
• Challenges and risks exist in connection with expansion into overseas markets.
• Research and development efforts may not yield expected results.
• The company is subject to various environmental, safety, and other laws and regulations that could impose substantial costs and cause delays.
• The unavailability, reduction, or elimination of government and economic subsidies could have a material adverse effect.
• Risks are associated with autonomous driving technology.
• Natural disasters, widespread health epidemics, or other outbreaks could have a material adverse effect.
• Failure to maintain an effective system of internal control over financial reporting could adversely affect financial reporting and investor confidence.
• The company is subject to anti-corruption, anti-bribery, anti-money laundering, financial, and economic sanctions laws, with non-compliance leading to penalties.
• The PRC government has significant authority to exert influence on China operations and overseas offerings, and changes in conditions or policies could have a material adverse effect.
• Recent regulatory developments in China may exert more oversight and control over overseas listings and foreign investment, potentially limiting capital raising and causing securities value to decline.
• Uncertainty exists regarding CSRC approval/filing requirements for this offering and future capital raising activities.
• Greater oversight by the Cyberspace Administration of China (CAC) over data security could significantly limit capital raising activities.
• Securities will be delisted and prohibited from trading under the Holding Foreign Companies Accountable Act (HFCAA) if the PCAOB cannot inspect auditors in China for two consecutive years.
• A severe or prolonged downturn in the global or Chinese economy could materially and adversely affect the business.
• The development of the PRC legal system and changes in interpretation/enforcement of laws could materially and adversely affect the company.
• Difficulties may be experienced in effecting service of legal process, enforcing foreign judgments, or bringing actions in China or the Cayman Islands.
• It may be difficult for overseas regulators to conduct investigations or collect evidence within China.
• Recent litigation and negative publicity surrounding China-based companies listed in the U.S. may result in increased regulatory scrutiny and negatively impact the trading price.
• Tension in international trade and rising political tension, particularly between the United States and China, may adversely impact the business.
• Restrictions on the remittance of Renminbi into and out of China and governmental regulation over currency conversion may limit the ability to pay dividends and affect investment value.
• China's M&A Rules and other PRC regulations could make it difficult to pursue growth through acquisitions in China.
• PRC regulations of loans to and direct investment in PRC entities by offshore holding companies may delay or prevent the use of proceeds from offshore fund-raising activities.
• PRC regulations relating to the establishment of offshore special purpose companies by PRC residents may subject beneficial owners or PRC subsidiaries to liability or penalties.
• Failure to comply with PRC regulations regarding employee stock ownership plans or share option plans could result in fines and penalties.
• Classification as a PRC resident enterprise for PRC income tax purposes could result in unfavorable tax consequences.
• Shareholders face uncertainties with respect to indirect transfers of equity interests in PRC resident enterprises.
• Custodians or authorized users of Nanjing Scage's controlling non-tangible assets (e.g., chops and seals) may fail to fulfill responsibilities or misuse these assets.
• Fluctuations in exchange rates could have a material adverse effect.
• The enforcement of the PRC Labor Contract Law and other labor-related regulations may adversely affect the business.
• The price of the company's securities may be volatile, and their value may decline.
• The company may redeem unexpired warrants prior to their exercise at a disadvantageous time, making them worthless.
• As a foreign private issuer, the company is exempt from certain U.S. proxy rules and has more lenient/less frequent reporting obligations.
• Investors may face difficulties in protecting their interests, and their ability to protect rights through U.S. courts may be limited.
• The Amended and Restated Memorandum and Articles of Association (A&R MAA) contain anti-takeover provisions.
• A market for the company's securities may not develop or be sustained.
• If securities or industry analysts cease publishing research or change recommendations adversely, the price and trading volume could decline.
• Holders of ADSs may not have the same voting rights as registered shareholders and might not receive voting materials in time.
• The voting rights of ADS holders are limited by the deposit agreement, which can be amended or terminated without prior consent.
• Holders of ADSs may be subject to limitations on transfer.
• ADS holders might not receive distributions if it is unlawful or impracticable to make them available.
• Rights to pursue claims against the depositary bank as an ADS holder are limited.
• ADS holders may not be entitled to a jury trial with respect to claims arising under the deposit agreement.
• Additional SEC disclosure requirements and regulatory scrutiny for China-based companies could increase compliance costs and hinder future securities offerings.
• Principal shareholders, including the Founder, have the ability to exert significant influence over corporate matters.
• The issuance of additional share capital will dilute all other shareholders.
• The company does not intend to pay dividends before it becomes profitable.
• A significant portion of outstanding shares may be sold into the market in the near future, potentially causing the market price to drop.
• Reduced reporting and disclosure requirements applicable to emerging growth companies may make securities less attractive to investors.
• The company will incur increased costs and management time as a public company.
• If characterized as a passive foreign investment company (PFIC) for U.S. federal income tax purposes, U.S. Holders may experience adverse tax consequences.
• If ADSs or warrants are not eligible for deposit and clearing within the facilities of the Depository Trust Company, transactions may be disrupted.
• Potential delisting from Nasdaq if the company cannot continue to satisfy listing requirements (e.g., minimum market value of $8 million, minimum share price of $1.00).

Future Outlook

The company intends to pursue private financing of debt or equity to address its capital requirements. Its future capital needs are dependent on various factors, including its growth rate, market acceptance of its offerings, the timing and extent of research and development spending, efforts to strengthen service abilities, expansion of sales and marketing activities, and penetration into different geographies and markets. The company may require additional cash resources for changes in business conditions, investments, acquisitions, capital expenditures, or similar actions.

Management Comments

• We believe that our advanced technologies allow us to develop vehicles capable of delivering optimal function in collaboration with vehicle manufacturers.
• Quality is of utmost importance to our business.
• We believe our platform-based vehicle design and development system will enable us to economically develop a wide range of vehicle models and provide customized solutions for our customers in collaboration with vehicle manufacturers.

Industry Context

Scage Future operates in the rapidly evolving heavy-duty commercial new energy vehicle (NEV) and e-fuel solutions industry in China. The company aims to leverage increasing governmental support and customer demand for zero-emission vehicles. This sector is characterized by complex and evolving regulatory oversight from the PRC government, particularly concerning overseas listings, data security, and foreign investment. The company's strategy involves collaboration with vehicle manufacturers, such as C&C Trucks Co., Ltd., to ensure manufacturing and delivery capabilities.

Comparison to Industry Standards

• NA

Corporate Governance

Legal Proceedings

• EarlyBirdCapital, Inc. (EBC) has retained counsel to take action, including the commencement of legal proceedings, to seek damages due to the company's default under a promissory note agreement and to foreclose on 1,000,000 pledged Ordinary Shares.

Stakeholder Impact

• Shareholders face potential dilution from future equity offerings, significant risk of delisting from Nasdaq, volatility in share price, limited voting rights for ADS holders, and a high risk of losing their entire investment due to going concern issues and regulatory uncertainties in China.
• Creditors, particularly EarlyBirdCapital, Inc., are pursuing legal action due to the company's default on promissory notes, indicating significant credit risk.
• Employees may face uncertainty regarding job security and future compensation due to the company's business challenges and financial distress.
• Customers could be impacted by potential delays in the design and delivery of trucks, performance issues, and the company's inability to overcome commercialization barriers.
• Suppliers may face risks related to the company's ability to make timely payments due to its financial difficulties.

Next Steps

• Selling Securityholders may proceed with the resale of their registered securities from time to time.
• The company plans to pursue private financing of debt or equity to secure additional funds.
• Executive officers and directors will be required to file Section 16(a) reports with the SEC, disclosing their beneficial ownership and trading activities, effective March 18, 2026.

Key Dates

Recommendation

The company faces severe financial challenges, including substantial doubt about its ability to continue as a going concern, consistent net losses, and negative operating cash flow. A recent default on a significant promissory note has led to legal action and potential foreclosure on pledged shares. Furthermore, the current ADS price of $2.525 is significantly below the warrant exercise price of $11.50, making future capital raises through warrant exercises highly unlikely. The company also operates under significant and evolving regulatory uncertainties in China, including potential delisting risks under the HFCAA and stringent data security and overseas listing regulations, which could severely hinder its operations and capital-raising abilities. These factors collectively point to a high risk of capital loss and significant downside potential, warranting a strong sell recommendation.

Keywords

Scage Future, NEV trucks, zero-emission, e-fuel, heavy-duty vehicles, electric vehicles, hydrogen technology, Cayman Islands, China, SEC filing, F-1 registration, resale, warrants, ADSs, Nasdaq, going concern, CSRC, CAC, HFCAA, capital raise, promissory notes, default