SecProbe.io

October 28, 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
Chao Gao
Chief Executive Officer
Scage International Ltd
2F, Building 6, No. 6 Fengxin Road
Yuhuatai District, Nanjing City
Jiangsu Province, 210012
People’s Republic of China
Re:Scage Future
Amendment No. 2 to Registration Statement on Form F-4
Filed October 18, 2024
File No. 333-281332
Dear Chao Gao and Chao Gao:
            We have reviewed your amended registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration statement and providing
the requested information. 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 any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our September 30, 2024
letter.

October 28, 2024
Page 2
Amendment No. 2 to Registration Statement on Form F-4 filed October 18, 2024
General
1.We note you are planning to request effectiveness of your Form F-4 registration
statement before completing the CSRC process. Please confirm in writing that you
will notify us promptly of any changes to your disclosure regarding or requested by
the CSRC.
2.We note your disclosure that there is still uncertainty as to whether you will be able to
complete the Trial Measures filings process with the CSRC, and you are required "to
complete the filing with the CSRC for the Business Combination... prior to the listing
of PubCo ADSs and the Assumed Warrants." Please clarify, if true, that you will not
complete the business combination without first receiving CSRC approval under the
Trial Measures. Include this disclosure in the summary section where regulatory
approvals are discussed starting on page 18 and revise the risk factor disclosure on
page 50 under the Trial Measures discussion. In addition, tell us how you plan to
notify investors about receiving the CSRC approval.
3.We note footnote 1 on page F-29. Please tell us what consideration was given to
disclosing these loans to third parties pursuant to Item 1603(a)(6) of Regulation S-K.
4.We note your response to comment 2. If true, please revise to clearly state that the
subscription agreements satisfy the closing condition that the cash proceeds from the
PIPE Investment shall not be less than an aggregate of $15 million. We further note
the disclosure on page viii in the definition of PIPE Investment that “[a]s of the date
of this proxy statement/prospectus, none of Finnovate, PubCo and Scage International
has entered into any PIPE subscription agreements with respect to potential PIPE
Investment.” Please revise or clarify.
Questions and Answers about the Business Combination and the Extraordinary General
Meeting
Dilution, page xxi
We have reviewed your disclosures made in response to comment 5. Refer to the table
on page xxi and address the following:

•Refer to the line item, potential source of dilution. Provide a subnote to the table
stating the reasons why no share transactions are provided, similar to the
disclosure provided in the narrative on page xxii as pertaining to the June 2023
Note and the compensation fee due to 3A Partners. For example, we note you
include the related $400,000 compensation payable to 3A Partners as a cash
adjustment to the amount of net tangible book value, rather than as being settled
by conversion into shares of equity. Please disclose or advise accordingly.

•Refer to the line item description, fully diluted shares outstanding as of June 30,
2024, and revise to indicate this is Finnovate's shares outstanding as of June 30,
2024, as adjusted. Also, double underline this figure to show it represents the total
number of shares.5.

October 28, 2024
Page 3

•Refer to the section of the calculation of net tangible book value and related per
share amounts. Please indicate the amounts are stated in dollars. Also, consider
presenting a double underline under net tangible book value, as adjusted to
indicate this figure represents the total.

•Refer to the last line in this table, difference between offering price and adjusted
net tangible book value per share, and instead describe this line item as
representing dilution and provide a subnote to the table disclosing its calculation.
Also, disclose here or within the opening paragraph that precedes the table,
Finnovate's IPO price per share paid by the original investors.
6.We note from your disclosures on page 15 Scage International entered into
subscription agreements with two investors on August 23, 2024, pursuant to which
each of the investors subscribed for 1,721,171 ordinary shares of Scage International
in a private placement transaction. We also note such shares will be cancelled and
converted to PubCo ADSs as part of the business combination and that the conversion
will not have dilutive impact on the shareholders of Finnovate prior to the closing as
the subscribers will initially receive ordinary shares of the Scage International and
only upon closing they will convert into PubCo Ordinary shares. In this regard, please
clarify if such shares are included in the table under the 68,182,926 shares issued to
shareholders of Scage in the Business Combination and if not, revise to disclose that
such shares represent a material source of potential dilution following the offering that
nonredeeming shareholders may experience. Refer to disclosure requirements in Item
1604(c) of Regulation S-K.
Summary Historical Financial Information of Scage international, page 25
7.Refer to the mezzanine equity section disclosed on page 27. For the parenthetical
amounts shown as the aggregate liquidation preference, please clarify the respective
amounts as of June 30, 2024 and June 30, 2023, as the current disclosure provides
three rather than two amounts. Similarly, for the line item description, Series A
convertible redeemable shares, clarify the issued and outstanding shares as of June 30,
2024 and June 30, 2023, as the current disclosure provides three rather than two years
of shares. Further, on page 31 for Selected Unaudited Pro Forma Condensed
Combined Financial Information, please include dollar signs for the applicable
amounts for the pro forma combined statements of operations.
If we fail to consummate our initial Business Combination by November 4, 2024..., page 70
8.We note that you are currently listed on Nasdaq and that Nasdaq Rule 5815 was
amended effective October 7, 2024 to provide for the immediate suspension and
delisting upon issuance of a delisting determination letter for failure to meet the
requirement in Nasdaq Rule IM 5101-2(b) to complete one or more business
combinations within 36 months of the date of effectiveness of its IPO registration
statement. Please revise to state that your securities will face immediate suspension
and delisting action once you receive a delisting determination letter from Nasdaq
after the 36-month window ends on November 4, 2024.

October 28, 2024
Page 4
Unaudited Pro Forma Combined Financial Information
Notes and adjustments to Unaudited Pro Forma Condensed Combined Statement of
Operations, page 215
9.Please address the following:

•Refer to adjustment (3) narrative explanation on page 216 and reconcile for us the
actual adjustment amount recorded in the pro forma statement of operations.

•Refer to adjustment (4) narrative explanation on page 216, and advise where the
adjustment is reflected in the pro forma statement of operations.
            Please contact Beverly Singleton at 202-551-3328 or Jean Yu at 202-551-3305 if you
have questions regarding comments on the financial statements and related matters. Please
contact Patrick Fullem at 202-551-8337 or Evan Ewing at 202-551-5920 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:Ke (Ronnie) Li