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February 6, 2024
Chao Gao
Chief Executive Officer
Scage Future
2F, Building 6, No. 6 Fengxin Road
Yuhuatai District, Nanjing City
Jiangsu Province, 210012
People’s Republic of China
Re:Scage Future
Draft Registration Statement on Form F-4
Submitted January 8, 2024
CIK No. 0002000366
Dear Chao Gao:
            We have reviewed your draft registration statement and have the following comment(s).
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. If you do not believe a comment applies to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional comments.
Draft Registration Statement on Form F-4 submitted January 8, 2024
General
1.We note that your definition of "PRC" on page vii excludes Hong Kong and Macau for
the purposes of your proxy statement/prospectus. Please revise to clarify, where
appropriate, that the legal and operational risks of doing business in China also apply to
operations in Hong Kong and Macau.
2.We note your disclosure on page 44 that you will be required to complete the filing with
the CSRC for the business combination. We also note your disclosure on page 43
indicating the approval of the CSRC may be required in connection with this offering.
Please revise or clarify.

 FirstName LastNameChao Gao
 Comapany NameScage Future
 February 6, 2024 Page 2
 FirstName LastName
Chao Gao
Scage Future
February 6, 2024
Page 2
3.Please highlight the risk that the sponsor will benefit from the completion of a business
combination and may be incentivized to complete an acquisition of a less favorable target
company or on terms less favorable to shareholders rather than liquidate.
4.Revise your disclosure to show the potential impact of redemptions on the per share value
of the shares owned by non-redeeming shareholders by including a sensitivity analysis
showing a range of redemption scenarios, including minimum, maximum and interim
redemption levels.
5.We note that certain shareholders agreed to waive their redemption rights. Please describe
any consideration provided in exchange for this agreement.
6.It appears that underwriting fees remain constant and are not adjusted based on
redemptions. Revise your disclosure to disclose the effective underwriting fee on a
percentage basis for shares at each redemption level presented in your sensitivity analysis
related to dilution.
7.Please tell us, with a view toward disclosure, whether you have received notice from the
underwriters or any other firm engaged in connection with the SPAC’s initial public
offering about ceasing involvement in your transaction and how that may impact your
deal, including the deferred underwriting compensation owed for the SPAC’s initial
public offering.
8.Please disclose whether and how your business segments, products, lines of service,
projects, or operations are materially impacted by supply chain disruptions, especially in
light of Russia’s invasion of Ukraine or in light of the effectiveness of the UFLPA. For
example, discuss whether you have or expect to:
•suspend the production, purchase, sale or maintenance of certain items due to a lack
of raw materials, parts, or equipment; inventory shortages; closed factories or stores;
reduced headcount; or delayed projects;
•experience labor shortages that impact your business;
•experience cybersecurity attacks in your supply chain;
•experience higher costs due to constrained capacity or increased commodity prices or
challenges sourcing materials (e.g., nickel, palladium, neon, cobalt, iron, platinum or
other raw material sourced from Russia, Belarus, or Ukraine or cotton,
polysilicon, lithium, nickel, manganese, beryllium, copper, gold or other raw material
sourced from Western China);
•experience surges or declines in consumer demand for which you are unable to
adequately adjust your supply;
•be unable to supply products at competitive prices or at all due to export
restrictions, sanctions, tariffs, trade barriers, or political or trade tensions among
countries;
•exposed to supply chain risk in light of Russia’s invasion of Ukraine, the
effectiveness of the UFLPA and/or related geopolitical tension or have sought to “de-
globalize” your supply chain.

 FirstName LastNameChao Gao
 Comapany NameScage Future
 February 6, 2024 Page 3
 FirstName LastNameChao Gao
Scage Future
February 6, 2024
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Explain whether and how you have undertaken efforts to mitigate the impact and where
possible quantify the impact to your business.
What conditions must be satisfied or waived to complete the Business Combination?, page xiv
9.Please revise your disclosure to clearly identify all material closing conditions
and indicate which may be waived.
What equity stake will current Finnovate Public Shareholders, the Sponsor and the Scage
International shareholders and their affiliates..., page xv
10.Please revise the table to disclose the sponsor and its affiliates’ total potential ownership
interest in the combined company, assuming the exercise and conversion of all securities.
Proxy Statement/ Prospectus Summary, page 1
11.Disclose each permission or approval that you or your subsidiaries are required to obtain
from Chinese authorities to operate your business and to offer the securities being
registered to foreign investors. State whether you or your subsidiaries are covered by
permissions requirements from the China Securities Regulatory Commission (CSRC),
Cyberspace Administration of China (CAC) or any other governmental agency that is
required to approve your or your subsidiaries’ operations, and state affirmatively whether
you have received all requisite permissions or approvals and whether any permissions or
approvals have been denied. Please also describe the consequences to you and your
investors if you or your subsidiaries: (i) do not receive or maintain such permissions or
approvals, (ii) inadvertently conclude that such permissions or approvals are not required,
or (iii) applicable laws, regulations, or interpretations change and you are required to
obtain such permissions or approvals in the future.
12.Provide a clear description of how cash is transferred through your organization. Disclose
your intentions to distribute earnings or settle amounts owed under your operating
structure. Quantify any cash flows and transfers of other assets by type that have occurred
between the holding company and its subsidiaries, and direction of transfer. Quantify any
dividends or distributions that a subsidiary has made to the holding company and which
entity made such transfer, and their tax consequences. Similarly quantify dividends or
distributions made to U.S. investors, the source, and their tax consequences. Your
disclosure should make clear if no transfers, dividends, or distributions have been made to
date. Describe any restrictions on foreign exchange and your ability to transfer cash
between entities, across borders, and to U.S. investors. Describe any restrictions and
limitations on your ability to distribute earnings from the company, including your
subsidiaries, to the parent company and U.S. investors as well as the ability to settle
amounts owed under applicable agreements.
13.Please revise to disclose the sources and uses of funds in connection with the business
combination and clearly disclose all expected payments to be made in connection with the
closing of the business combination.

 FirstName LastNameChao Gao
 Comapany NameScage Future
 February 6, 2024 Page 4
 FirstName LastName
Chao Gao
Scage Future
February 6, 2024
Page 4
14.Please revise to disclose the material terms of Scage International's convertible debt.
Summary Risk Factors
Risks Related to Doing Business in China, page 15
15.In your summary of risk factors, disclose the risks that your corporate structure and being
based in or having the majority of the company’s operations in China poses to investors.
In particular, describe the significant regulatory, liquidity, and enforcement risks with
cross-references to the more detailed discussion of these risks in the prospectus. For
example, specifically discuss risks arising from the legal system in China, including risks
and uncertainties regarding the enforcement of laws and that rules and regulations in
China can change quickly with little advance notice; and the risk that the Chinese
government may intervene or influence your operations at any time, or may exert more
control over offerings conducted overseas and/or foreign investment in China-based
issuers, which could result in a material change in your operations and/or the value of the
securities you are registering for sale. Acknowledge any risks that any actions by the
Chinese government to exert more oversight and control over offerings that are conducted
overseas and/or foreign investment in China-based issuers could significantly limit or
completely hinder your ability to offer or continue to offer securities to investors and
cause the value of such securities to significantly decline or be worthless.
Selected Historical Financial Information of Finnovate, page 20
16.In the introductory paragraph, please clarify in the first sentence which specific periods
have been derived from the audited versus unaudited financial statements of Finnovate
included elsewhere in the proxy statement/prospectus. In this regard, we note the filing
includes audited financial statements of Finnovate as of December 31, 2022 and 2021 and
for the year ended December 31, 2022 and for the period from March 15, 2021 (inception)
through December 31, 2021, along with unaudited interim financial statements as of
September 30, 2023 and for the three and nine months ended September 30, 2023 and
2022. Please also disclose that selected financial data as of June 30, 2023 and for the six
months ended June 30, 2023 are derived from unaudited interim financial statements not
included in the filing.
17.Refer to the summary of condensed statements of operations for the period from March
15, 2021 (inception) through December 31, 2021. Please reconcile the number of
weighted average shares outstanding of both redeemable ordinary shares and non-
redeemable ordinary shares with the weighted average shares shown on page F-68.

 FirstName LastNameChao Gao
 Comapany NameScage Future
 February 6, 2024 Page 5
 FirstName LastName
Chao Gao
Scage Future
February 6, 2024
Page 5
Risk Factors
We depend and expect to continue to significantly depend..., page 27
18.We note your disclosure that you plan to release Andromeda, Fairy+, and Sky Turtle
within the next two years. Please reconcile this with your business section,
which indicates that each vehicle will be released in 2024. Additionally, please revise your
business section to state whether or not you expect to rely on currently-unknown advances
in technology to finish development of any of your products.
Any adverse change in our cooperation with our business partners..., page 30
19.We note your disclosure that you have established joint ventures to improve vehicle sales
and enlarge your service scope. If material, please revise to disclose the terms of the joint
ventures.
We are dependent on our suppliers, a significant number of which..., page 35
20.We note that you rely on a significant number of single or limited source suppliers. Please
disclose any disruptions you have experienced due to such reliance.
Risks Related to Doing Business in China, page 42
21.Given the Chinese government’s significant oversight and discretion over the conduct and
operations of your business, please revise to describe any material impact that
intervention, influence, or control by the Chinese government has or may have on your
business or on the value of your securities. Highlight separately the risk that the Chinese
government may intervene or influence your operations at any time, which could result in
a material change in your operations and/or the value of your securities. Also, given recent
statements by the Chinese government indicating an intent to exert more oversight and
control over offerings that are conducted overseas and/or foreign investment in China-
based issuers, acknowledge the risk that any such action could significantly limit or
completely hinder your ability to offer or continue to offer securities to investors and
cause the value of such securities to significantly decline or be worthless. We remind you
that, pursuant to federal securities rules, the term “control” (including the terms
“controlling,” “controlled by,” and “under common control with”) means “the possession,
direct or indirect, of the power to direct or cause the direction of the management and
policies of a person, whether through the ownership of voting securities, by contract, or
otherwise.”

 FirstName LastNameChao Gao
 Comapany NameScage Future
 February 6, 2024 Page 6
 FirstName LastName
Chao Gao
Scage Future
February 6, 2024
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Description of Negotiations between Finnovate and Scage International, page 87
22.We note Finnovate's initial proposed transaction consideration of $500 million was based
on its preliminary due diligence findings, information provided by Scage International’s
management and its initial financial analyses. Please revise to further discuss the material
assumptions and factors that the Finnovate board relied upon in determining the
initial valuation.
Summary of the Opinion of ValueScope as Financial Advisor to Finnovate, page 93
23.Please furnish the information required by Item 1015(b) of Regulation M-A for
ValueScope, Inc. Additionally, revise to disclose the key assumptions and conclusions,
quantifying where applicable, made by ValueScope, Inc. in formulating its opinion.
Financial Analysis, page 96
24.We note Finnovate’s Board relied on ValueScope's financial analyses and fairness
opinion. We also note Scage International’s management provided projections from June
2024 through June 2027 to ValueScope. Please revise to disclose the projections. Describe
the material assumptions underlying the projections and the limitations of
those projections, including, as applicable, assumptions with respect to general business,
economic, regulatory, market and financial conditions and other factors. Please revise to
describe such assumptions with specificity and quantify where practicable. Disclose the
process undertaken to formulate the projections and the parties who participated in the
preparation of the projections. Please disclose any other information to facilitate investor
understanding of the basis for, and limitations of, the projections.
25.We note that financial models were presented on June 29, 2023, July 6, 2023 and August
17, 2023. Disclose the extent to which Scage International developed or obtained multiple
financial projections, outlining the differences between those scenarios and the scenario
presented. To the extent multiple scenarios were provided to either Finnovate or
ValueScope, consider disclosing those projections.
Interests of Finnovate's Directors and Officers and Others in the Business Combination, page
104
26.Please quantify the aggregate dollar amount and describe the nature of what the sponsor
and its affiliates have at risk that depends on completion of a business combination.
Include the current value of securities held, loans extended, fees due, and out-of-pocket
expenses for which the sponsor and its affiliates are awaiting reimbursement. Provide
similar disclosure for the company’s officers and directors, if material.
Finnovate's Board of Directors' Reasons for the Business Combination, page 105
27.We note the section titled Finnovate’