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Correspondence 0001213900-24-066123 from Scage Future (SCAG)

Scage Future
Date: Aug. 7, 2024 · CIK: 0002000366 · Accession: 0001213900-24-066123

AI Filing Summary & Sentiment

Referenced dates: July 2, 2024

Date
Aug. 7, 2024
Author
/s/ Dan Ouyang
Form
CORRESP
Company
Scage Future

Letter

Unit 2901, 29F, Tower C

Beijing Yintai Centre

No. 2 Jianguomenwai Avenue

Chaoyang District, Beijing 100022

People’s Republic of China

Phone: 86-10-6529-8300

Fax: 86-10-6529-8399

Website: www.wsgr.com

中国北京市朝阳区建国门外大街2号

银泰中心写字楼C座29层2901室

邮政编码:

电话: 86-10-6529-8300

传真: 86-10-6529-8399

网站: www.wsgr.com

Via EDGAR

August 7, 2024

Attention:

Beverly Singleton

Jean Yu

Patrick Fullem

Evan Ewing

Division of Corporation Finance

Office of Manufacturing

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re: Scage Future (CIK No. 000200366)

Response to the Staff’s Comments on

Amendment No. 2 to Draft Registration Statement on Form F-4 Confidentially Submitted on June 20, 2024

Ladies and Gentlemen,

On behalf of our client, Scage Future, a foreign private issuer incorporated under the laws of the Cayman Islands (the “Company”), we are hereby submitting to the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) this letter setting forth the Company’s responses to the comments contained in the Staff’s letter dated July 2, 2024 on the Company’s Draft Registration Statement on Form F-4 confidentially submitted to the Commission on June 20, 2024 (the “Draft Registration Statement”). Concurrently with the submission of this letter, the Company is filing its registration statement on Form F-4 (the “Registration Statement”) and certain exhibits via EDGAR to the Commission. To facilitate your review, we have separately emailed you a courtesy copy of the Registration Statement, marked to show changes to Draft Registration Statement, and the submitted exhibits.

The Company has included in this Registration Statement (i) its audited consolidated financial statements as of and for the fiscal years ended June 30, 2023 and 2022, and (ii) its unaudited consolidated financial statements as of December 31, 2023 and for each of the six-month periods ended December 31, 2023 and 2022. The Company respectfully advises the Commission that it is submitting a representation letter filed as Exhibit 99.9 to the Registration Statement pursuant to Instruction 2 to Item 8.A.4 of Form 20-F to comply with the 15-month requirement instead of the 12-month requirement for its financial statements.

The Staff’s comments are repeated below in bold and are followed by the Company’s responses. We have included page references in the Registration Statement where the disclosure addressing a particular comment appears. Capitalized terms used but not otherwise defined herein have the meanings set forth in the Registration Statement.

Wilson Sonsini Goodrich & Rosati, Professional Corporation

威尔逊 ● 桑西尼 ● 古奇 ● 罗沙迪律师事务所

austin beijing boston BOULDER brussels hong kong london los angeles new york palo alto SALT LAKE CITY san diego san francisco seattle shanghai washington, dc wilmington, de

Amendment No. 2 to Draft Registration Statement on Form F-4 submitted June 20, 2024

The PRC government has significant authority to exert influence on the China operations..., page 49

1. We note the changes you made to your disclosure appearing in the risk factor section relating to legal and operational risks associated with operating in China and PRC regulations. It is unclear to us that there have been changes in the regulatory environment in the PRC since the amendment that was submitted on March 8, 2024 warranting revised disclosure to mitigate the challenges you face and related disclosures. The Sample Letters to China-Based Companies sought specific disclosure relating to the risk that the PRC government may intervene in or influence your operations at any time, or may exert control over operations of your business, which could result in amaterial change in your operations and/or the value of the securities you are registering for sale. We remind you that, pursuant to federal securities rules, the term “control” (including the terms “controlling,” “controlled by,” and “under common control with”) as defined in Securities Act Rule 405 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.” We do not believe that your revised disclosure conveys the same risk. Please restore your disclosure in this risk factor to the disclosure as it existed in the registration statement as of March 8, 2024.

Response: In response to the Staff’s comment, the Company has revised the disclosure on page 49 of the Registration Statement.

Certain Unaudited Projected Financial Information, page 105

2. We note your response to comment 3. Revise to clearly describe the basis for projected revenue growth, quantifying where applicable, along with the factors or contingencies that would affect such growth ultimately materializing.

Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 108-112 of the Registration Statement.

Compensation of Directors and Executive Officers, page 223

3. Please update your compensation disclosure for the fiscal year ended June 30, 2024.

Response: In response to the Staff’s comment, the Company has revised the disclosure on page 225 of the Registration Statement.

***

If you have any questions regarding the Registration Statement, please contact Ms. Dan Ouyang by telephone at 86-10-6529-8308 or via e-mail at douyang@wsgr.com, or Mr. K. Ronnie Li by telephone at 86-10-6529-8312 or via e-mail at keli@wsgr.com.

Very truly yours,
/s/ Dan Ouyang

Show Raw Text
CORRESP
1
filename1.htm

    Unit
    2901, 29F, Tower C

    Beijing
    Yintai Centre

    No.
    2 Jianguomenwai Avenue

    Chaoyang
    District, Beijing 100022

    People’s
    Republic of China

    Phone:
    86-10-6529-8300

    Fax:
    86-10-6529-8399

    Website:
    www.wsgr.com

    中国北京市朝阳区建国门外大街2号

    银泰中心写字楼C座29层2901室

    邮政编码:
    100022

    电话:
    86-10-6529-8300

    传真:
    86-10-6529-8399

    网站:
    www.wsgr.com

Via EDGAR

August 7, 2024

Attention:

Beverly Singleton

Jean Yu

Patrick Fullem

Evan Ewing

Division of Corporation Finance

Office of Manufacturing

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Scage Future (CIK No. 000200366)

    Response to the Staff’s Comments on

    Amendment No. 2 to Draft Registration Statement on Form F-4 Confidentially Submitted on June 20, 2024

Ladies and Gentlemen,

On behalf of our client, Scage Future, a foreign
private issuer incorporated under the laws of the Cayman Islands (the “Company”), we are hereby submitting to the staff
(the “Staff”) of the Securities and Exchange Commission (the “Commission”) this letter setting forth
the Company’s responses to the comments contained in the Staff’s letter dated July 2, 2024 on the Company’s Draft Registration
Statement on Form F-4 confidentially submitted to the Commission on June 20, 2024 (the “Draft Registration Statement”).
Concurrently with the submission of this letter, the Company is filing its registration statement on Form F-4 (the “Registration
Statement”) and certain exhibits via EDGAR to the Commission. To facilitate your review, we have separately emailed you a courtesy
copy of the Registration Statement, marked to show changes to Draft Registration Statement, and the submitted exhibits.

The Company has included in this Registration Statement
(i) its audited consolidated financial statements as of and for the fiscal years ended June 30, 2023 and 2022, and (ii) its unaudited
consolidated financial statements as of December 31, 2023 and for each of the six-month periods ended December 31, 2023 and 2022. The
Company respectfully advises the Commission that it is submitting a representation letter filed as Exhibit 99.9 to the Registration Statement
pursuant to Instruction 2 to Item 8.A.4 of Form 20-F to comply with the 15-month requirement instead of the 12-month requirement for its
financial statements.

The Staff’s comments are repeated below in
bold and are followed by the Company’s responses. We have included page references in the Registration Statement where the disclosure
addressing a particular comment appears. Capitalized terms used but not otherwise defined herein have the meanings set forth in the Registration
Statement.

Wilson Sonsini Goodrich
& Rosati, Professional Corporation

威尔逊
● 桑西尼 ● 古奇
● 罗沙迪律师事务所

austin     beijing     boston     BOULDER     brussels     hong
kong     london     los angeles     new
york     palo alto
 SALT LAKE CITY     san
diego     san
francisco     seattle     shanghai     washington,
dc     wilmington, de

Amendment No. 2 to Draft Registration Statement
on Form F-4 submitted June 20, 2024

The PRC government has significant authority to
exert influence on the China operations..., page 49

 1. We note the changes you made to your disclosure appearing in the risk factor section relating to legal and operational risks associated
with operating in China and PRC regulations. It is unclear to us that there have been changes in the regulatory environment in the PRC
since the amendment that was submitted on March 8, 2024 warranting revised disclosure to mitigate the challenges you face and related
disclosures. The Sample Letters to China-Based Companies sought specific disclosure relating to the risk that the PRC government may intervene
in or influence your operations at any time, or may exert control over operations of your business, which could result in amaterial change
in your operations and/or the value of the securities you are registering for sale. We remind you that, pursuant to federal securities
rules, the term “control” (including the terms “controlling,” “controlled by,” and “under common
control with”) as defined in Securities Act Rule 405 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.”
We do not believe that your revised disclosure conveys the same risk. Please restore your disclosure in this risk factor to the disclosure
as it existed in the registration statement as of March 8, 2024.

Response: In response to the Staff’s
comment, the Company has revised the disclosure on page 49 of the Registration Statement.

Certain Unaudited Projected Financial Information,
page 105

 2. We note your response to comment 3. Revise to clearly describe the basis for projected revenue growth, quantifying where applicable,
along with the factors or contingencies that would affect such growth ultimately materializing.

Response: In response to the Staff’s
comment, the Company has revised the disclosure on pages 108-112 of the Registration Statement.

Compensation of Directors and Executive Officers,
page 223

 3. Please update your compensation disclosure for the fiscal year ended June 30, 2024.

Response: In response to the Staff’s
comment, the Company has revised the disclosure on page 225 of the Registration Statement.

***

    2

If you have any questions regarding the Registration
Statement, please contact Ms. Dan Ouyang by telephone at 86-10-6529-8308 or via e-mail at douyang@wsgr.com, or Mr. K. Ronnie Li by telephone
at 86-10-6529-8312 or via e-mail at keli@wsgr.com.

    Very truly yours,

    /s/ Dan Ouyang

    Dan Ouyang

Enclosures

cc:

Chao Gao, Chairman, Scage Future

Calvin Kung, Chief Executive Officer, Finnovate Acquisition
Corp.

K. Ronnie Li, Esq., Partner, Wilson Sonsini Goodrich & Rosati, Professional Corporation

Jessica Yuan, Esq., Ellenoff Grossman & Schole
LLP

Erin Liu, Engagement Partner, Marcum Asia CPAs LLP

Nico Thomas, Partner, Marcum LLP

3