Correspondence 0001213900-24-100312 from Scage Future (SCAG)
Scage Future
Date: Nov. 19, 2024 · CIK: 0002000366 · Accession: 0001213900-24-100312
AI Filing Summary & Sentiment
File numbers found in text: 333-281332
Referenced dates: November 12, 2024
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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
November 19, 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)
Scage International Limited
(CIK No. 0002033057)
Response to the Staff’s Comments on
Registration Statement on Form F-4 Filed on October 31, 2024 (File No. 333-281332)
Ladies and Gentlemen,
On behalf of our client, Scage Future, a foreign
private issuer incorporated under the laws of the Cayman Islands (the “Company”) and Scage International Limited, a
company incorporated under the laws of the Cayman Islands (the “Co-registrant”), 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 November 12, 2024 on the Company’s Amendment
No. 3 to Registration Statement on Form F-4 filed with the Commission on October 31, 2024 (the “Third Amended Registration Statement”).
Concurrently with the submission of this letter, the Company is filing amendment no. 4 to Registration Statement on Form F-4 (the “Fourth
Amended Registration Statement”) with the Commission. To facilitate your review, we have separately emailed you a courtesy copy
of the Fourth Amended Registration Statement, marked to show changes to the Third Amended Registration Statement.
The Staff’s comments are repeated below
in bold and are followed by the Company’s responses. We have included page references in the Fourth Amended 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 Fourth Amended Registration Statement.
Amendment No. 3 to Registration Statement on
Form F-4 filed on October 31, 2024
Questions and Answers about the Business Combination
and the Extraordinary General Meeting
Dilution, page xxi
1. We have reviewed your disclosures made in response to comments 5 and 6. Please address the following,
respectively:
· Refer to the last three line items in the
dilution table on page xxi, and include dollar signs accordingly for these per share dollar amount computations. Also, the last line item
should be labeled dilution, rather than representing dilution.
· Refer to subnote (1) to the table on page
xxii, and reconcile the first and second sentences with respect to either having two investors for an aggregate $20 million in subscription
agreements or a single investor with subscriptions agreements aggregating $20 million. Please also clearly indicate if the subscribed
for 3,442,342 ordinary shares of Scage International will be converted, at the Exchange Ratio, into 1,683,704 ordinary shares of PubCo
and that such are included in the 68,182,926 ordinary shares within the table.
Response: In response to the Staff’s
comment, the Company has revised the disclosure on pages xxi and xxii of the Fourth Amended 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
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
Maggie Chiang, Engagement Partner, Marcum Asia CPAs LLP
Matt Taylor, Partner, Marcum LLP