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): January 27, 2025
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
8.01. Other Events.
Postponement
of Special Meeting of Shareholders
On
January 27, 2025, Finnovate Acquisition Corporation (“Finnovate”) issued a press release (the “Press Release”)
announcing that its upcoming extraordinary general meeting of shareholders (the “Special Meeting”) to approve its proposed
initial business combination has been postponed to 10:00 a.m., Eastern Time on Thursday, February 27, 2025. At the meeting, shareholders
of Finnovate will be asked to vote on proposals to approve, among other things, its proposed initial business combination (the “Business
Combination”) with Scage International Limited, a Cayman Islands exempted company (“Scage International” or the “Company”),
Scage Future, a Cayman Islands exempted company (“Pubco”), Hero 1, a Cayman Islands exempted company and a direct wholly
owned subsidiary of PubCo (“Merger Sub I”), and Hero 2, a Cayman Islands exempted company and a direct wholly owned subsidiary
of PubCo (“Merger Sub II”) pursuant to a Business Combination Agreement (as amended, the “Business Combination Agreement”).
There is no change to the location, the record date, the purpose or any of the proposals to be acted upon at the Special Meeting.
The
Special Meeting is being postponed to allow for additional time for Scage International to obtain requisite listing approvals from the
China Securities Regulatory Commission (“CSRC”), which is a condition for consummating the Business Combination. Therefore,
Finnovate has decided to postpone the Special Meeting to allow more time for the closing conditions under the Business Combination Agreement
to be met.
As
a result of this change, the Special Meeting will now be held at 10:00 a.m., Eastern time, on Thursday, February 27, 2025, via a live
webcast at https://www.cstproxy.com/finnovateacquisition/2025. Also 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.
Shareholders
who may wish to withdraw their previously submitted redemption requests may do so at any time prior to the Special Meeting or such other
date as determined by Finnovate, by requesting Finnovate’s transfer agent Continental Stock Transfer & Trust Company to return
such shares.
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 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, approvals, 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 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, which has been declared effective by SEC (the “Registration Statement”),
which includes a definitive 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 has been mailed to shareholders of Finnovate as of the record date of January 6, 2025. SHAREHOLDERS OF FINNOVATE AND
OTHER INTERESTED PARTIES ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND AMENDMENTS THERETO 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.
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 the Registration Statement. Additional information regarding the interests of such potential participants
are also included in the Registration Statement and other relevant documents to be filed or has been 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.
Item 9.01 Financial Statements and Exhibits.
The
following exhibit is filed herewith:
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.
| Dated:
January 27, 2025 |
Finnovate
Acquisition Corp. |
| |
|
|
| |
By: |
/s/
Calvin Kung |
| |
Name: |
Calvin
Kung |
| |
Title: |
Chief
Executive Officer |
Exhibit
99.1
FINNOVATE
ACQUISITION CORP. ANNOUNCES POSTPONEMENT OF SHAREHOLDER MEETING
TO
10:00 AM EASTERN TIME FEBRUARY 27, 2025
Boston,
MA, January 28, 2025 (GLOBE NEWSWIRE) – Finnovate Acquisition Corp. (“Finnovate”) (OTC: “FNVUF”, “FNVTF”,
“FNVWF”) announced today that its upcoming extraordinary general meeting of shareholders (the “Special Meeting”)
to approve its proposed initial business combination has been postponed to 10:00 a.m., Eastern Time on Thursday, February 27, 2025. At
the meeting, shareholders of Finnovate will be asked to vote on proposals to approve, among other things, its proposed initial business
combination (the “Business Combination”) with Scage International Limited, a Cayman Islands exempted company (“Scage
International” or the “Company”), Scage Future, a Cayman Islands exempted company (“Pubco”), Hero 1, a
Cayman Islands exempted company and a direct wholly owned subsidiary of PubCo (“Merger Sub I”), and Hero 2, a Cayman Islands
exempted company and a direct wholly owned subsidiary of PubCo (“Merger Sub II”) pursuant to a Business Combination Agreement
(as amended, the “Business Combination Agreement”). There is no change to the location, the record date, the purpose or any
of the proposals to be acted upon at the Special Meeting.
The
Special Meeting is being postponed to allow for additional time for Scage International to obtain requisite listing approvals from the
China Securities Regulatory Commission (“CSRC”), which is a condition for consummating the Business Combination. Therefore,
Finnovate has decided to postpone the Special Meeting to allow more time for the closing conditions under the Business Combination Agreement
to be met.
As
a result of this change, the Special Meeting will now be held at 10:00 a.m., Eastern time, on Thursday, February 27, 2025, via a live
webcast at https://www.cstproxy.com/finnovateacquisition/2025. Also 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.
Finnovate
plans to continue to solicit proxies from shareholders during the period prior to the Special Meeting. Only the holders of Finnovate’s
ordinary shares as of the close of business on January 6, 2025, the record date for the Special Meeting, are entitled to vote at the
Special Meeting.
About
Finnovate Acquisition Corp.
Finnovate
Acquisition Corp. is a blank check company incorporated in the Cayman Islands with the purpose of acquiring one and more businesses and
assets, via a merger, capital stock exchange, asset acquisition, stock purchase, and reorganization.
Forward-Looking
Statements
The
information in this Press Release 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, approvals 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 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, which has been declared effective by SEC (the “Registration Statement”),
which includes a definitive 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 has been mailed to shareholders of Finnovate as of the record date of January 6, 2025. SHAREHOLDERS OF FINNOVATE AND
OTHER INTERESTED PARTIES ARE URGED TO READ, THE DEFINITIVE PROXY STATEMENT, AND AMENDMENTS THERETO 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.
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 the Registration Statement. Additional information regarding the interests of such potential participants
are also included in the Registration Statement and other relevant documents to be filed or has been filed with the SEC.
No
Offer Or Solicitation
This
Press Release 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.
INVESTOR
RELATIONS CONTACT
Finnovate
Acquisition Corp.
Calvin
Kung
265
Franklin Street
Suite
1702
Boston,
MA 02110
+1
(424) 253-0908
Finnovate Acquisition (NASDAQ:FNVTW)
Gráfico Histórico do Ativo
De Jan 2025 até Fev 2025
Finnovate Acquisition (NASDAQ:FNVTW)
Gráfico Histórico do Ativo
De Fev 2024 até Fev 2025
