Filed
by Scage Future and Scage International Limited
Pursuant
to Rule 425 under the Securities Act of 1933, as amended, and deemed filed
pursuant
to Rule 14a-12 under the Securities Exchange Act of 1934, as amended
Subject
Company: Finnovate Acquisition Corp.
Commission
File No.: 001-41012
Date:
June 18, 2024
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d)
of
The Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): June 18, 2024
FINNOVATE
ACQUISITION CORP.
(Exact
name of registrant as specified in its charter)
| Cayman
Islands |
|
001-41012 |
|
N/A |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification
No.) |
265
Franklin Street
Suite
1702
Boston,
MA |
|
02110 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
+1
424-253-0908
(Registrant’s
telephone number, including area code)
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☒ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Units,
each consisting of one Class A ordinary share and three-quarters of one redeemable warrant |
|
FNVTU |
|
The
Nasdaq Stock Market LLC |
| |
|
|
|
|
| Class
A ordinary shares, par value $0.0001 per share |
|
FNVT |
|
The
Nasdaq Stock Market LLC |
| |
|
|
|
|
| Redeemable
warrants, each warrant exercisable for one Class A ordinary share at an exercise price of $11.50 |
|
FNVTW |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
1.01 Entry Into A Material Definitive Agreement.
BUSINESS
COMBINATION AGREEMENT
Amendment
to Business Combination Agreement
As
previously disclosed, On August 21, 2023, Finnovate Acquisition Corp., an exempted company incorporated with limited liability in the
Cayman Islands (“Finnovate” or the “Purchaser”), entered into a Business Combination
Agreement (the “Business Combination Agreement”) with Scage Future, an exempted company incorporated with limited
liability in the Cayman Islands (“Pubco”), Hero 1, an exempted company incorporated with limited liability
in the Cayman Islands and a wholly-owned subsidiary of Pubco (the “First Merger Sub”), Hero 2, an exempted
company incorporated with limited liability in the Cayman Islands and a wholly-owned subsidiary of Pubco (the “Second Merger
Sub”), and Scage International Limited, an exempted company incorporated with limited liability in the Cayman Islands (the
“Company”).
On
June 18, 2024, the parties to the Business Combination Agreement entered into the First Amendment to Business Combination Agreement (the
“First Amendment”). The First Amendment provides for, among other things, the:
| |
● |
reduction
of the aggregate consideration to the shareholders of the Company from $1,000,000,000 to $800,000,000; |
| |
● |
correction
of a scrivener’s error to clarify that the Company is not an investment company; |
| |
● |
the
establishment of an American depositary share (“ADS”) facility by the Pubco so that the ordinary shares to be issued
by Pubco pursuant to the Business Combination Agreement may be represented by ADSs; |
| |
● |
extension
of the deadline for the Reorganization (as defined in the Business Combination Agreement) from September 30, 2023 to July 20, 2024;
and |
| |
● |
extend
the Outside Date (as defined in the Business Combination Agreement) from February 29, 2024 to October 31, 2024. |
A
copy of the First Amendment is filed with this Current Report on Form 8-K (this “Current Report”) as Exhibit
2.1 and is incorporated herein by reference, and the foregoing description of the First Amendment is qualified in its entirety by reference
thereto.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
Forward-Looking
Statements
The
information in this Current Report on Form 8-K includes “forward-looking statements” within the meaning of the “safe
harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified
by the use of words such as “estimate,” “plan,” “project,” “forecast,” “intend,”
“may,” “will,” “expect,” “continue,” “should,” “would,” “anticipate,”
“believe,” “seek,” “target,” “predict,” “potential,” “seem,”
“future,” “outlook” or other similar expressions that predict or indicate future events or trends or that are
not statements of historical matters, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking
statements include, but are not limited to, statements regarding estimates and forecasts of financial and performance metrics and projections
of market opportunity and market share; references with respect to the anticipated benefits of the proposed Business Combination and
the projected future financial performance of Finnovate and the Company’s operating companies following the proposed Business Combination;
changes in the market for the Company’s products and services and expansion plans and opportunities; the Company’s ability
to successfully execute its expansion plans and business initiatives; ability for the Company to raise funds to support its business;
the sources and uses of cash of the proposed Business Combination; the anticipated capitalization and enterprise value of the combined
company following the consummation of the proposed Business Combination; the projected technological developments of the Company and
its competitors; ability of the Company to control costs associated with operations; the ability to manufacture efficiently at scale;
anticipated investments in research and development and the effect of these investments and timing related to commercial product launches;
and expectations related to the terms and timing of the proposed Business Combination. These statements are based on various assumptions,
whether or not identified in this press release, and on the current expectations of the Company’s and Finnovate’s management
and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not
intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement
of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many
actual events and circumstances are beyond the control of the Company and Finnovate. These forward-looking statements are subject to
a number of risks and uncertainties, including the occurrence of any event, change or other circumstances that could give rise to the
termination of the Business Combination Agreement; the risk that the Business Combination disrupts current plans and operations as a
result of the announcement and consummation of the transactions described herein; the inability to recognize the anticipated benefits
of the Business Combination; the ability to obtain or maintain the listing of the Pubco’s securities on The Nasdaq Stock Market,
following the Business Combination, including having the requisite number of shareholders; costs related to the Business Combination;
changes in domestic and foreign business, market, financial, political and legal conditions; risks relating to the uncertainty of certain
projected financial information with respect to the Company; the Company’s ability to successfully and timely develop, manufacture,
sell and expand its technology and products, including implement its growth strategy; the Company’s ability to adequately manage
any supply chain risks, including the purchase of a sufficient supply of critical components incorporated into its product offerings;
risks relating to the Company’s operations and business, including information technology and cybersecurity risks, failure to adequately
forecast supply and demand, loss of key customers and deterioration in relationships between the Company and its employees; the Company’s
ability to successfully collaborate with business partners; demand for the Company’s current and future offerings; risks that orders
that have been placed for the Company’s products are cancelled or modified; risks related to increased competition; risks relating
to potential disruption in the transportation and shipping infrastructure, including trade policies and export controls; risks that the
Company is unable to secure or protect its intellectual property; risks of product liability or regulatory lawsuits relating to the Company
products and services; risks that the post-combination company experiences difficulties managing its growth and expanding operations;
the uncertain effects of the COVID-19 pandemic and certain geopolitical developments; the inability of the parties to successfully or
timely consummate the proposed Business Combination, including the risk that any required shareholder or regulatory approvals are not
obtained, are delayed or are subject to unanticipated conditions that could adversely affect the combined company or the expected benefits
of the proposed Business Combination; the outcome of any legal proceedings that may be instituted against the Company, Finnovate, Pubco
or others following announcement of the proposed Business Combination and transactions contemplated thereby; the ability of the Company
to execute its business model, including market acceptance of its planned products and services and achieving sufficient production volumes
at acceptable quality levels and prices; technological improvements by the Company’s peers and competitors; and those risk factors
discussed in documents of Pubco and Finnovate filed, or to be filed, with the SEC. If any of these risks materialize or our assumptions
prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional
risks that neither Finnovate nor the Company presently know or that Finnovate and the Company currently believe are immaterial that could
also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect
Finnovate’s, Pubco’s and the Company’s expectations, plans or forecasts of future events and views as of the date of
this press release. Finnovate, Pubco and the Company anticipate that subsequent events and developments will cause Finnovate’s,
Pubco’s and the Company’s assessments to change. However, while Finnovate, Pubco and the Company may elect to update these
forward-looking statements at some point in the future, Finnovate, Pubco and the Company specifically disclaim any obligation to do so.
Readers are referred to the most recent reports filed with the SEC by Finnovate. Readers are cautioned not to place undue reliance upon
any forward-looking statements, which speak only as of the date made, and we undertake no obligation to update or revise the forward-looking
statements, whether as a result of new information, future events or otherwise.
Additional
Information
Pubco
intends to file with the SEC a Registration Statement on Form F-4 (as may be amended, the “Registration Statement”),
which will include a preliminary proxy statement of Finnovate and a prospectus in connection with the proposed Business Combination involving
Finnovate, Pubco, Hero 1, Hero 2 and the Company pursuant to the Business Combination Agreement. The definitive proxy statement and other
relevant documents will be mailed to shareholders of Finnovate as of a record date to be established for voting on Finnovate’s
proposed Business Combination with the Company. SHAREHOLDERS OF FINNOVATE AND OTHER INTERESTED PARTIES ARE URGED TO READ, WHEN AVAILABLE,
THE PRELIMINARY PROXY STATEMENT, AND AMENDMENTS THERETO, AND THE DEFINITIVE PROXY STATEMENT IN CONNECTION WITH FINNOVATE’S SOLICITATION
OF PROXIES FOR THE SPECIAL MEETING OF ITS SHAREHOLDERS TO BE HELD TO APPROVE THE BUSINESS COMBINATION BECAUSE THESE DOCUMENTS WILL CONTAIN
IMPORTANT INFORMATION ABOUT FINNOVATE, THE COMPANY, PUBCO AND THE BUSINESS COMBINATION. Shareholders will also be able to obtain copies
of the Registration Statement and the proxy statement/prospectus, without charge, once available, on the SEC’s website at www.sec.gov
or by directing a request to Finnovate by contacting its Chief Financial Officer, Wang Chiu (Tommy) Wong, c/o Finnovate Acquisition Corp.,
265 Franklin Street, Suite 1702, Boston, MA 02110, at +852 6290-1860 or at tomwg98@gmail.com.
Participants
in The Solicitation
The
Pubco, Finnovate, the Company, and their respective directors and executive officers may be deemed to be participants in the solicitation
of proxies from the shareholders of Finnovate in connection with the Business Combination. Information regarding the officers and directors
of Finnovate is set forth in Finnovate’s information statement on Schedule 14F-1, which was filed with the SEC on May 19, 2023.
Additional information regarding the interests of such potential participants will also be included in the Registration Statement on
Form F-4 (and will be included in the definitive proxy statement/prospectus for the Business Combination) and other relevant documents
to be filed with the SEC.
No
Offer Or Solicitation
This
Current Report on Form 8-K is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer
to buy any securities, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be
unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall
be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
Finnovate
Acquisition Corp. |
| |
|
|
| Date:
June 18, 2024 |
By: |
/s/
Calvin Kung |
| |
Name: |
Calvin
Kung |
| |
Title: |
Chief
Executive Officer |
Exhibit
2.1
FIRST
AMENDMENT
TO
BUSINESS
COMBINATION AGREEMENT
This
First Amendment (“First Amendment”) to the Business Combination Agreement (as defined below) is made and entered
into as of June 18, 2024, by and among (i) Finnovate Acquisition Corp, an exempted company incorporated with limited liability
in the Cayman Islands (“Purchaser”), (ii) Scage Future, an exempted company incorporated with limited
liability in the Cayman Islands (“Pubco”), (iii) Hero 1, an exempted company incorporated with limited
liability in the Cayman Islands and a wholly-owned subsidiary of Pubco (“First Merger Sub”), (iv) Hero
2, an exempted company incorporated with limited liability in the Cayman Islands and a wholly-owned subsidiary of Pubco (“Second
Merger Sub”) and (v) Scage International Limited, an exempted company incorporated with limited liability in the
Cayman Islands (the “Company”). Capitalized terms used but not defined herein shall have the meanings ascribed
to them in the Business Combination Agreement (defined below).
RECITALS:
WHEREAS,
Purchaser, Pubco, First Merger Sub, Second Merger Sub and the Company have entered into that certain Business Combination Agreement,
dated as of August 21, 2023 (the “Original Agreement,” and as amended, including by this First Amendment, the
“Business Combination Agreement”); and
WHEREAS,
Section 12.9 of the Business Combination Agreement provides that the Business Combination Agreement may be amended, supplemented
or modified only by execution of a written instrument signed by Purchaser, Pubco, First Merger Sub, Second Merger Sub and the Company;
and
WHEREAS,
the Parties now desire to amend the Original Agreement to, among other matters, (i) amend the Aggregate Merger Consideration Amount,
(ii) extend the date by which the Reorganization must be completed, (iii) adopt an ADS facility, and (iv) extend the Outside Date from
February 29, 2024 to October 31, 2024, as set forth herein.
NOW,
THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, and in accordance with the terms of the Business Combination Agreement, the Parties hereto, intending to be
legally bound, do hereby acknowledge and agree as follows:
1.
Amendments to Business Combination Agreement.
(a)
Section 1.3(b) of the Original Agreement is hereby deleted in its entirety and replaced with the following:
“At
the Effective Time, the effect of the Second Merger shall be as provided in this Agreement and the applicable provisions of the Cayman
Companies Act. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, (i) all the rights, the
property of every description including choses in action, business, undertaking, goodwill, benefits, immunities and privileges of the
Purchaser and Second Merger Sub shall immediately vest in the Surviving Entity, (ii) all outstanding shares of Purchaser Ordinary Shares
shall be converted into the right to receive Pubco Securities, as provided in Section 2.1, (iii) all outstanding Purchaser Warrants
shall be converted into Pubco Warrants, as provided in Section 2.2; (iv) all Second Merger Sub Share(s) immediately prior to the
Second Merger Effective Time shall be cancelled and converted into the right to receive the same class and number of shares of the Surviving
Entity; (v) all the mortgages, charges or security interests, and all contracts, obligations, claims, debts and liabilities of each of
the Purchaser and Second Merger Sub shall become the mortgages, charges or security interests, and all contracts, obligations, claims,
debts and liabilities of the Surviving Entity and (vi) the separate corporate existence of Second Merger Sub shall cease.”
(b)
Article I of the Original Agreement is hereby amended by adding Section 1.6 as follows:
“1.6
Establishment of ADS Facility; Deposit of Pubco Ordinary Shares; Distribution of Pubco ADSs.
| |
a) |
Prior to the First Merger Effective Time, the Company shall
cause a sponsored American depositary share facility for the Pubco Ordinary Shares (the “ADS Facility”) to
be established with a reputable depositary bank reasonably acceptable to SPAC (such bank or any successor depositary bank, the “Depositary
Bank”) for the purpose of issuing and distributing the Pubco ADSs, including specifically and without limitation (i) entering
into a customary deposit agreement with the Depositary Bank (the “Deposit Agreement”) establishing the ADS
Facility, to be effective as of the First Merger Effective Time, in form and substance reasonably acceptable to SPAC, and (ii) filing
with the SEC a registration statement on Form F-6 relating to the registration under the Securities Act for the issuance of the Pubco
ADSs (the “Form F-6”). The Company shall use its reasonable best efforts to cause the Depositary Bank to file
such Form F-6 with the SEC prior to or in conjunction with the declaration of the effectiveness of the Registration Statement by the
SEC. |
| |
|
|
| |
b) |
Purchaser shall, as promptly as reasonably practicable following
Purchaser’s receipt of the final determination of such number from the Trustee, notify the Company and Pubco in writing of the
number of the redeemed Purchaser Shares. Prior to the First Merger Effective Time, Pubco shall (i) allot and issue, or cause to be allotted
and issued, to the Depositary Bank (or its custodian), credited as fully paid and free of all Encumbrance, such number of Pubco Ordinary
Shares equal to the aggregate number of Pubco ADSs to be issued pursuant to Section 2.1 and Section 2.2 (such holder, the
“ADS Recipients”) , and (ii) deposit or cause to be deposited with the Depositary Bank (or its custodian) such
Pubco Ordinary Shares representing the aggregate number of such Pubco ADSs to be issued for the benefit of the ADS Recipients, for exchange
in accordance with this Section 2.1 and Section 2.2, and (iii) the Depositary Bank shall be authorized to issue and distribute
the Pubco ADSs to the ADS Recipients in accordance with this Agreement, the Deposit Agreement and an instruction provided by the Company. |
| |
|
|
| |
c) |
Following the First Merger Effective Time, (i) the Depositary
Bank shall distribute the Pubco ADSs to the ADS Recipients in accordance with this Section 2.1 and Section 2.2 and the Deposit
Agreement; and (ii) Pubco shall distribute Pubco Ordinary Shares to the Insiders pursuant to Section 2.2(b). |
| |
d) |
The Pubco ADSs (other than the Pubco ADSs representing those
Pubco Ordinary Shares that are Restricted Securities as defined in the Deposit Agreement) shall be accepted into the Depository Trust
Company, and each of the ADS Recipients that holds Pubco ADSs shall be entitled to receive a book-entry authorization representing the
number of Pubco ADSs that such holder has the right to receive pursuant to this Agreement, the Assignment, Assumption and Amendment to
Warrant Agreement, and the terms of the Pubco Warrant, as applicable. |
| |
|
|
| |
e) |
The Depositary Bank will hold the Pubco Ordinary Shares from
time to time in accordance with the terms of the Deposit Agreement, and holders of Pubco ADSs will have the rights with respect to the
Pubco Ordinary Shares underlying the Pubco ADSs they hold that are specified in the Deposit Agreement.” |
(c)
Section 2.1(b) of the Original Agreement is hereby deleted in its entirety and replaced with the following:
“(b)
Company Ordinary Shares. Each Company Ordinary Share that is issued and outstanding immediately prior to the First Merger Effective
Time and after the Conversion shall, as of the First Merger Effective Time, be canceled by virtue of the First Merger and converted into
the right to receive 100% of such number of Pubco Ordinary Shares equal to the Exchange Ratio in the form of Pubco ADS (the “Company
Share Consideration”, in accordance with Section 1.3. All of the Company Ordinary Shares converted into the right
to receive Pubco Ordinary Shares in the form of Pubco ADS shall no longer be issued and outstanding and shall automatically be cancelled
and shall cease to exist, the register of members of the Company shall be updated promptly at the First Merger Effective Time to reflect
such cancellation, and each holder of a share certificate of the Company previously representing any such shares of Company Ordinary
Shares shall thereafter cease to have any rights with respect to such securities, except the right to receive the Pubco ADS into which
such Company Ordinary Shares shall have been converted in the First Merger and as otherwise provided under the Cayman Companies Act.”
(d)
Section 2.2(b) of the Original Agreement is hereby deleted in its entirety and replaced with the following:
“(b)
Purchaser Ordinary Share. At the Effective Time, (i) every issued and outstanding Purchaser Ordinary Share (other than those held
by the Insiders and those described in Section 2.2(d) and Section 2.2(e) below) immediately prior to the Effective Time
shall be canceled by virtue of the Second Merger and converted automatically into the right to receive one Pubco ADS, and (ii) every
issued and outstanding Purchaser Ordinary Share held by the Insiders immediately prior to the Effective Time shall be canceled by virtue
of the Second Merger and converted automatically into the right to receive one Pubco Ordinary Share (such consideration, the “Purchaser
Merger Consideration”). All Purchaser Ordinary Shares shall cease to be issued and outstanding and shall automatically
be canceled and shall cease to exist, the register of members of the Purchaser shall be updated promptly at the Effective Time to reflect
such cancellation, and each holder of a share certificate of the Purchaser previously representing any such shares of Purchaser Ordinary
Shares shall thereafter cease to have any rights with respect to such shares, except the right to receive the Pubco Ordinary Shares or
the Pubco ADSs into which such Purchaser Ordinary Shares shall have been converted in the Second Merger and as otherwise provided under
the Cayman Companies Act.”
(e)
Section 2.2(c) of the Original Agreement is hereby deleted in its entirety and replaced with the following:
“(c)
Purchaser Warrants. Pursuant to the Assignment, Assumption and Amendment to Warrant Agreement, at the Effective Time, by virtue
of the Second Merger and without any action on the part of any holder, each outstanding Purchaser Public Warrant shall be converted into
one Pubco Public Warrant, and each outstanding Purchaser Private Warrant shall be converted into one Pubco Private Warrant, in accordance
with the terms of the Assignment, Assumption and Amendment to Warrant Agreement. At the Effective Time, the Purchaser Warrants shall
cease to be outstanding and shall automatically be canceled and retired and shall cease to exist. Each of the Pubco Public Warrants shall
have, and be subject to, substantially the same terms and conditions set forth in the Purchaser Public Warrants, and each of the Pubco
Private Warrants shall have, and be subject to, substantially the same terms and conditions set forth in the Purchaser Private Warrants,
except that in each case they shall represent the right to acquire Pubco Ordinary Shares in the form of ADSs in lieu of Purchaser Ordinary
Shares. At or prior to the Effective Time, Pubco shall take all corporate actions necessary to reserve for future issuance and shall
maintain such reservation for so long as any of the Pubco Warrants remain outstanding, a sufficient number of Pubco Ordinary Shares for
delivery upon the exercise of such Pubco Warrants.
(f)
Section 2.6 of the Original Agreement is hereby deleted in its entirety and replaced with the following:
“2.6
Fractional Shares. Notwithstanding anything to the contrary contained herein, no fraction of a Pubco Ordinary Share will be issued
by Pubco by virtue of this Agreement or the transactions contemplated hereby, and each Person who would otherwise be entitled to a fraction
of a Pubco Ordinary Share (after aggregating all fractional Pubco Ordinary Shares that would otherwise be received by such Person) shall
instead have the number of Pubco Ordinary Shares issued to such Person (or in the form of Pubco ADS to the extent applicable) rounded
down in the aggregate to the nearest whole Pubco Ordinary Share.”
(g)
Section 6.12(a)(xv) of the Original Agreement is hereby amended by deleting the term “Form S-1” and replacing it with
the term “Form F-1”.
(h)
Section 6.26 of the Original Agreement is hereby deleted in its entirety and replaced with the following:
“6.26
Investment Company Act. The Company is not an “investment company” or a Person directly or indirectly “controlled”
by or acting on behalf of an “investment company”, or required to register as an “investment company”, in each
case within the meaning of the Investment Company Act.
(i)
Section 7.5 of the Original Agreement is hereby deleted and replaced with the following:
“7.5
Purchaser Public Filings. During the Interim Period, Purchaser will (i) keep current and timely file all of its public filings
with the SEC and otherwise comply in all material respects with applicable securities Laws and shall use its commercially reasonable
efforts prior to the Closing to maintain the listing of the Purchaser Public Units, the Purchaser Ordinary Shares and the Purchaser Public
Warrants on Nasdaq; provided, that the Parties acknowledge and agree that from and after the Closing, the Parties intend to list on Nasdaq
only the Pubco ADSs and the Pubco Warrants, and (ii) cooperate with the Company to cause the Pubco ADSs and the Pubco Warrants to be
issued in connection with the Mergers to be approved for listing as of the Closing Date on Nasdaq and to do such things as are necessary,
proper or advisable which may be requested by Nasdaq in connection with a listing pursued pursuant to this Section 7.5.”
(j)
Section 7.18 of the Original Agreement is hereby deleted and replaced with the following:
“7.18
PIPE Investment. Without limiting anything to the contrary contained herein, during the Interim Period, Purchaser (and if requested
by Purchaser, the Company and Pubco) may enter into and consummate subscription agreements with investors relating to a private equity
investment in Purchaser, Pubco or the Company to purchase shares of Purchaser, Pubco or the Company, as applicable, in connection with
a private placement, and/or enter into backstop or other alternative financing arrangements with potential investors (a “PIPE
Investment”). If Purchaser, Pubco or the Company elect to seek a PIPE Investment, Purchaser, Pubco and the Company shall,
and shall cause their respective Representatives to, cooperate with each other and their respective Representatives in connection with
such PIPE Investment and use their respective commercially reasonable efforts to cause such PIPE Investment to occur (including having
the Company’s senior management participate in any investor meetings and roadshows as reasonably requested by Purchaser).”
(k)
Section 7.20 of the Original Agreement is hereby amended by deleting the date “September 30, 2023” and replacing it
with the date “July 20, 2024”.
(l)
Section 8.1(j) of the Original Agreement is hereby deleted and replaced with the following:
“(j)
Nasdaq Listing Requirements. The Pubco ADSs and Pubco Warrants contemplated to be listed pursuant to this Agreement shall have
been approved for listing on Nasdaq and shall be eligible for listing on Nasdaq immediately following the Closing, subject only to official
notice of issuance thereof and any applicable requirement to have a sufficient number of round lot holders.”
(m)
Section 8.2(d) of the Original Agreement is hereby amended by deleting the word “aggregated” and replacing it with
the word “aggregate”.
(n)
Section 10.1(b) of the Original Agreement is hereby amended by deleting the date “February 29, 2024” and replacing
it with the date “October 31, 2024”.
(o)
Section 13.1 of the Original Agreement is hereby amended by deleting the definition of “Aggregate Merger Consideration Amount”
and replacing it with the following:
“Aggregate
Merger Consideration Amount” means (a) Eight Hundred Million U.S. Dollars ($800,000,000) minus (b) if Closing Net
Debt is a positive number, the amount of Closing Net Debt, plus (c) if Closing Net Debt is a negative number, the absolute value
of the amount of Closing Net Debt.
(p)
Section 13.1 of the Original Agreement is hereby amended by adding the definition of “Pubco ADS” as follows:
“Pubco
ADS” means an American depositary share of Pubco duly and validly issued against the deposit of one (1) underlying Pubco
Ordinary Share deposited with the Depositary Bank in accordance with the Deposit Agreement.
(q)
Section 13.1 of the Original Agreement is hereby amended by deleting the definition of “Pubco Securities” and replacing
it with the following:
“Pubco
Securities” means the Pubco Ordinary Shares, the Pubco Convertible Securities and the Pubco ADSs, collectively.
2.
Miscellaneous. Except as expressly provided in this First Amendment, all of the terms and provisions in the Original Agreement
and the Ancillary Documents are and shall remain unchanged and in full force and effect, on the terms and subject to the conditions set
forth therein. This First Amendment does not constitute, directly or by implication, an amendment or waiver of any provision of the Original
Agreement or any Ancillary Document, or any other right, remedy, power or privilege of any party, except as expressly set forth herein.
Any reference to the Business Combination Agreement in the Business Combination Agreement or any other agreement, document, instrument
or certificate entered into or issued in connection therewith shall hereinafter mean the Original Agreement, as amended by this First
Amendment (or as the Business Combination Agreement may be further amended or modified after the date hereof in accordance with the terms
thereof). The Original Agreement, as amended by this First Amendment, and the documents or instruments attached hereto or thereto or
referenced herein or therein, constitutes the entire agreement between the parties with respect to the subject matter of the Business
Combination Agreement, and supersedes all prior agreements and understandings, both oral and written, between the parties with respect
to its subject matter. If any provision of the Original Agreement is materially different from or inconsistent with any provision of
this First Amendment, the provision of this First Amendment shall control, and the provision of the Original Agreement shall, to the
extent of such difference or inconsistency, be disregarded. Sections 12.1 through 12.10, and 12.12 through 12.15 of the Original Agreement
are hereby incorporated herein by reference as if fully set forth herein, and such provisions apply to this First Amendment as if all
references to the “Agreement” contained therein were instead references to this First Amendment.
[Remainder
of Page Intentionally Left Blank; Signature Pages Follow]
IN
WITNESS WHEREOF, each Party hereto has caused this First Amendment to be signed and delivered as of the date first written above.
| |
The
Purchaser: |
| |
|
| |
FINNOVATE
ACQUISITION CORP |
| |
|
| |
By: |
/s/
Calvin Kung |
| |
Name: |
Calvin
Kung |
| |
Title: |
Chief
Executive Officer |
| |
|
|
| |
Pubco: |
| |
|
| |
SCAGE
FUTURE |
| |
|
| |
By: |
/s/
Chao Gao |
| |
Name: |
Chao
Gao |
| |
Title: |
Director |
| |
|
|
| |
First
Merger Sub: |
| |
|
| |
HERO
1 |
| |
|
| |
By: |
/s/
Chao Gao |
| |
Name: |
Chao
Gao |
| |
Title: |
Director |
| |
|
|
| |
Second
Merger Sub: |
| |
|
| |
HERO
2 |
| |
|
| |
By: |
/s/
Chao Gao |
| |
Name: |
Chao
Gao |
| |
Title: |
Director |
| |
|
|
| |
The
Company: |
| |
|
| |
SCAGE
INTERNATIONAL LIMITED |
| |
|
| |
By: |
/s/
Chao Gao |
| |
Name: |
Chao
Gao |
| |
Title: |
Director |
Finnovate Acquisition (NASDAQ:FNVTW)
過去 株価チャート
から 10 2024 まで 11 2024
Finnovate Acquisition (NASDAQ:FNVTW)
過去 株価チャート
から 11 2023 まで 11 2024
