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
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): October 31, 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.
As
previously disclosed, on August 21, 2023, Finnovate Acquisition Corp., an exempted company incorporated with limited liability in the
Cayman Islands (“Finnovate”), entered into a Business Combination Agreement (as amended on June 18, 2024, 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, Hero 2, an exempted company incorporated with limited liability in the Cayman Islands
and a wholly-owned subsidiary of Pubco, and Scage International Limited, an exempted company incorporated with limited liability in the
Cayman Islands (the “Company”).
On
October 31, 2024, the parties to the Business Combination Agreement entered into the Second Amendment to Business Combination Agreement
(the “Second Amendment”), pursuant to which the parties agreed to extend the Outside Date (as defined in the
Business Combination Agreement) from October 31, 2024 to March 31, 2025.
The
foregoing description of the Second Amendment is qualified in its entirety by reference to the full text of the Second Amendment, a copy
of which is filed as Exhibit 2.1 hereto and is incorporated herein by reference.
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 federal securities
laws. 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 transactions contemplated by the Business Combination Agreement (the “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
has filed with the SEC a Registration Statement on Form F-4 (as may be amended, the “Registration Statement”),
which includes 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, THE PRELIMINARY
PROXY STATEMENT, AND AMENDMENTS THERETO, AND, WHEN AVAILABLE, 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 are able to obtain copies of the
Registration Statement and the proxy statement/prospectus, without charge, 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
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:
November 1, 2024 |
By: |
/s/
Calvin Kung |
| |
Name: |
Calvin
Kung |
| |
Title: |
Chief
Executive Officer |
Exhibit
2.1
SECOND
AMENDMENT
TO
BUSINESS
COMBINATION AGREEMENT
This
Second Amendment (this “Second Amendment”) to the Business Combination Agreement (as defined below) is made
and entered into as of October 31, 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 the First Amendment (as
defined below) and this Second Amendment, the “Business Combination Agreement”); and
WHEREAS,
on June 18, 2024, the Parties entered into that certain First Amendment to the Business Combination Agreement (the “First
Amendment”);
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 extend the Outside Date from October 31, 2024 to March 31, 2025, 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 10.1(b) of the Original Agreement, as amended by the First Amendment, is hereby amended by deleting the date “October
31, 2024” and replacing it with the date “March 31, 2025”.
2.
Miscellaneous. Except as expressly provided in the First Amendment and this Second 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 Second Amendment does not constitute, directly or by implication, an amendment or waiver of
any provision of the Business Combination 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 the First Amendment and this Second 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 the First Amendment
and this Second 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, as amended by the First Amendment, is materially different from or inconsistent with any provision of this Second
Amendment, the provision of this Second 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 Second Amendment as if all references
to the “Agreement” contained therein were instead references to this Second Amendment.
[Remainder
of Page Intentionally Left Blank; Signature Pages Follow]
IN
WITNESS WHEREOF, each Party hereto has caused this Second 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
