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): August 21, 2023
FINNOVATE
ACQUISITION CORP.
(Exact
name of registrant as specified in its charter)
| Cayman
Islands |
|
001-41012 |
|
N/A |
| (State
or other jurisdiction |
|
(Commission |
|
(I.R.S.
Employer |
| of
incorporation) |
|
File
Number) |
|
Identification
No.) |
| The
White House, |
|
|
| 20
Genesis Close, George Town |
|
|
| Grand
Cayman, Cayman Islands |
|
KY1
1208 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
+86
131-2230-7009
(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
7.01 Regulation FD Disclosure
On
August 21, 2023, Finnovate Acquisition Corp., a Cayman Islands exempted company (“Finnovate”), issued a press
release announcing the execution of a Business Combination Agreement (the “Business Combination Agreement”)
providing for the business combination (the “Business Combination”) of Finnovate and Scage International Limited,
a Cayman Islands company engaged in the business of providing renewable energy solutions for the commercial vehicle and logistics industry
by developing hybrid, electric and hydrogen powered vehicles and vehicle components (“Scage”). Pursuant to
the Business Combination Agreement, each of Finnovate and Scage will merge with newly formed subsidiaries of Scage Future, a Cayman Islands
company (“Pubco”), which will serve as the parent company of each of Finnovate and Scage following the consummation
of the Business Combination. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
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 Scage’s operating companies following the proposed Business Combination;
changes in the market for Scage’s products and services and expansion plans and opportunities; Scage’s ability to successfully
execute its expansion plans and business initiatives; ability for Scage 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 Scage and its competitors; ability of Scage 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 Scage’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 Scage 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 Scage; Scage’s ability to successfully and timely develop, manufacture, sell and expand its technology and products,
including implement its growth strategy; Scage’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 Scage’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 Scage and its employees; Scage’s ability to successfully collaborate with business partners;
demand for Scage’s current and future offerings; risks that orders that have been placed for Scage’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 Scage is unable to secure or protect its intellectual property; risks of product
liability or regulatory lawsuits relating to Scage’s 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 Scage, Finnovate, Pubco or others following announcement of the proposed Business Combination and transactions contemplated
thereby; the ability of Scage 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 Scage’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 Scage presently know or that Finnovate and Scage 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 Scage’s expectations, plans or forecasts of future events and views as of the date
of this press release. Finnovate, Pubco and Scage anticipate that subsequent events and developments will cause Finnovate’s, Pubco’s
and Scage’s assessments to change. However, while Finnovate, Pubco and Scage may elect to update these forward-looking statements
at some point in the future, Finnovate, Pubco and Scage 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 Scage 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 Scage. 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, SCAGE, 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., 20 Genesis
Close, George Town, The White House, Grand Cayman, KY1 1208, Cayman Islands, at +852 6290-1860 or at tomwg98@gmail.com.
Participants
in The Solicitation
Pubco,
Finnovate, Scage, 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 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.
| (d) |
Exhibits. |
| |
|
| |
The
following exhibits are being 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:
August 21, 2023
| |
Finnovate
Acquisition Corp. |
| |
|
|
| |
By: |
/s/
Calvin Kung |
| |
Name: |
Calvin
Kung |
| |
Title: |
Chief
Executive Officer |
Exhibit
99.1
Finnovate
Acquisition Corp. Announces Business Combination with
Scage
International Limited, a zero-emission solution provider focused on new energy heavy-duty commercial vehicles and e-fuel solutions
George
Town, Grand Cayman and Nanjing, China, August 21, 2023 — Finnovate Acquisition Corp. (Nasdaq: FNVT) (“Finnovate”),
a publicly traded special purpose acquisition company, and Scage International Limited (“Scage”) announced today that they
have entered into a definitive Business Combination Agreement (the “Business Combination Agreement”). Upon consummation of
the two mergers and the other transaction contemplated by the Business Combination Agreement (the “Business Combination”),
Scage Future, a newly formed holding company (“Pubco”) will seek to be listed on the Nasdaq Stock Market. The outstanding
securities of Scage and Finnovate will be converted into the right to receive securities of Pubco. The transaction represents a post-combination
valuation of $1.0 billion ($1,000,000,000) for Scage upon closing of the Business Combination, subject to adjustment.
Headquartered
in Nanjing, China, Scage is a zero-emission solution provider focused on new energy heavy-duty commercial vehicles and e-fuel solutions.
Scage has completed the design, production and testing of several new energy commercial vehicles (including the Galaxy II truck), covering
application scenarios for logistics, mining and port transportation. Scage’s competitive advantages are characterized by robust
R&D capabilities, an accelerated delivery process and an experienced management team. According to Frost & Sullivan, a third-party research firm commissioned by Scage in connection with
the proposed Business Combination,
Scage’s Galaxy II truck is one of the earliest new energy hybrid heavy-duty trucks in China to operate with a driving range of
2,000 km, which aims to solve the range anxiety problem of new energy heavy trucks. Scage has entered the batch delivery stage for Galaxy
II and expects the new Galaxy series based on hydrogen and hydrogen derivatives (e-fuel) will achieve zero carbon while meeting the economic
needs of most customers.
Commenting
on today’s announcement, Scage’s Founder and Chairman, Chao Gao, said, “I have been an engineer in the automotive industry
for nearly 18 years. Throughout my career, I have done a lot of innovative work, but this has been the most exciting one for me. We can
see the near future of new energy, intelligent heavy trucks galloping all over the world. This is not only a clean energy revolution
but also a gorgeous performance of artificial intelligence, and we have made it a reality. I am very grateful to my team, whose unremitting
efforts have brought the company to this historic moment. I’d also like to extend special thanks to Finnovate for its trust. This
proposed merger will make more people know about Scage and has given us full confidence in the future. As our next step, we plan to build
lean plants in various locations, expanding the reach of Scage products to a broader audience.”
The
boards of directors or similar governing bodies of Scage and Finnovate have approved the proposed Business Combination, subject to, among
other things, the approval by Scage’s and Finnovate’s shareholders of the proposed Business Combination, satisfaction of
the conditions stated in the Business Combination Agreement and other customary closing conditions, including that the U.S. Securities
and Exchange Commission (the “SEC”) completes its review of the proxy statement/prospectus relating to the proposed Business
Combination, the receipt of certain regulatory approvals, and approval by The Nasdaq Stock Market to list the securities of Pubco.
Scage’s
Founder and Chairman, Chao Gao, is expected to continue to lead Pubco after the closing of the Business Combination.
ABOUT
SCAGE
Scage
is a zero-emission solution provider focused on new energy heavy-duty commercial vehicles and e-fuel solutions. Scage is engaged in the
design, testing and commercialization of new energy heavy-duty commercial vehicles for logistics, mining, and port transportation uses.
ABOUT
FINNOVATE
Finnovate
Acquisition Corp. (Nasdaq: FNVT) 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.
ADVISORS
Ellenoff
Grossman & Schole LLP is serving as legal advisor to Finnovate. Wilson Sonsini Goodrich & Rosati, Jingtian & Gongcheng and
Ogier are serving as legal advisors to Scage.
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 Scage 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 Scage. 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, SCAGE, 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., 20 Genesis
Close, George Town, The White House, Grand Cayman, KY1 1208, Cayman Islands, at +852 6290-1860 or at tomwg98@gmail.com.
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.
NO
ASSURANCES
There
can be no assurance that the proposed Business Combination will be completed, nor can there be any assurance, if the Business Combination
is completed, that the potential benefits of combining the companies will be realized. The description of the Business Combination contained
herein is only a summary and is qualified in its entirety by reference to the definitive agreements relating to the Business Combination,
copies of which will be filed by Finnovate with the SEC as an exhibit to a Current Report on Form 8-K.
PARTICIPANTS
IN THE SOLICITATION
Pubco,
Finnovate, Scage 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 filed with the SEC.
FORWARD-LOOKING
STATEMENTS
The
information in this press release 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 Scage’s operating companies following the proposed Business Combination;
changes in the market for Scage’s products and services and expansion plans and opportunities; Scage’s ability to successfully
execute its expansion plans and business initiatives; ability for Scage 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 Scage and its competitors; ability of
Scage 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 Scage’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 Scage 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 Scage; Scage’s
ability to successfully and timely develop, manufacture, sell and expand its technology and products, including implement its growth
strategy; Scage’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 Scage’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
Scage and its employees; Scage’s ability to successfully collaborate with business partners; demand for Scage’s current and
future offerings; risks that orders that have been placed for Scage’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 Scage is unable to secure or protect its intellectual property; risks of product liability or regulatory lawsuits
relating to Scage’s 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 Scage,
Finnovate, Pubco or others following announcement of the proposed Business Combination and transactions contemplated thereby; the ability
of Scage 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 Scage’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 Scage presently know or that Finnovate and Scage 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 Scage’s expectations, plans or forecasts of future events and views as of the date of this press release. Finnovate,
Pubco and Scage anticipate that subsequent events and developments will cause Finnovate’s, Pubco’s and Scage’s assessments
to change. However, while Finnovate, Pubco and Scage may elect to update these forward-looking statements at some point in the future,
Finnovate, Pubco and Scage 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.
Contact:
Finnovate
Acquisition Corp.
Calvin
Kung
The
White House 20 Genesis Close
George
Town, Grand Cayman KY1 1208
+1
(424) 253-0908
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