SecProbe.io

CORRESP
1
filename1.htm

Scage
Future

Via
EDGAR

Division
of Corporation Finance

Office
of Manufacturing

U.S.
Securities and Exchange Commission

100
F Street, NE

Washington,
D.C., 20549

    Attention:
    Ms. Erin Donahue

January
28, 2026

    Re:
    Scage Future

    Registration Statement on Form F-1 (File No. 333-292840)

    Filed January 20, 2026

Dear
Ms. Donahue:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Scage Future hereby requests acceleration of effectiveness of the above referenced
Registration Statement, so that it will become effective at 4:00 p.m. ET on January 30, 2026, or as soon as thereafter practicable.

Very
truly yours,

    /s/ Chao
    Gao

    Name:
    Chao Gao

    Title:
    Director and chief executive officer

    cc:
    Ying Li, Esq.

    Hunter Taubman Fischer & Li LLC

January 23, 2026
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
Registration Statement on Form F-1
Filed January 20, 2026
File No. 333-292840
Dear Chao Gao:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Erin Donahue at 202-551-6063 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
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SCAGE FUTURE

SCAGE INTERNATIONAL LIMITED

December 23, 2024

Via EDGAR

Beverly Singleton

Jean Yu

Patrick Fullem

Evan
Ewing

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, N.E.

Washington, D.C. 20549

 Re: Scage Future (CIK No. 0002000366)

Scage International Limited (CIK No. 0002033057)

Registration Statement on Form F-4 (Registration
No. 333-281332)

Ladies and Gentlemen,

Pursuant to Rule 461 of Regulation C (“Rule
461”) promulgated under the Securities Act of 1933, as amended, Scage Future (the “Registrant”) and Scage
International Limited (the “Co-Registrant”) hereby request that the effectiveness of the above-referenced registration
statement on Form F-4, as amended (the “F-4 Registration Statement”), be accelerated to, and that the F-4 Registration
Statement become effective at, 5:00 p.m., Eastern Time on December 27, 2024 or as soon thereafter as practicable.

If there is any change in the acceleration request
set forth above, the Registrant and Co-Registrant will promptly notify you of the change, in which case the Registrant and Co-Registrant
may be making an oral request of acceleration of the effectiveness of the F-4 Registration Statement in accordance with Rule 461. Such
request may be made by an executive officer of the Registrant and Co-Registrant or by any attorney from their U.S. counsel, Wilson Sonsini
Goodrich & Rosati, Professional Corporation.

[Signature page follows]

    Very truly yours,

    Scage Future

    By:
    /s/ Chao Gao

    Name:
    Chao Gao

    Title:
    Chairman and Chief Executive Officer

    Scage International Limited

    By:
    /s/ Chao Gao

    Name:
    Chao Gao

    Title:
    Director and Chief Executive Officer

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

December 11, 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 November 20, 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 December 4, 2024 on the Company’s Amendment
No. 4 to Registration Statement on Form F-4 filed with the Commission on November 20, 2024 (the “Fourth Amended Registration
Statement”). Concurrently with the submission of this letter, the Company is filing amendment no. 5 to Registration Statement
on Form F-4 (the “Fifth Amended Registration Statement”) with the Commission. To facilitate your review, we have separately
emailed you a courtesy copy of the Fifth Amended Registration Statement, marked to show changes to the Fourth 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 Fifth 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 Fifth Amended Registration Statement.

Amendment No. 4 to Registration Statement on
Form F-4 filed on November 20, 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 comment 1. Please address the following:

 ● See the table on page xxi. Refer to the computation
of Total Finnovate’s shares outstanding as of June 30, 2024. Please revise the line items Finnovate public shares and Founder Shares in
the table to present the actual number of shares outstanding of 2,248,506 and 6,711,006, respectively, as of June 30, 2024. We note you
have adjusted the actual Finnovate public shares to account for the November 2024 redemption of 1,383,214 shares, equating to 865,292
shares outstanding in the first column of no redemptions, and subsequently adjusted for in the 25%, 50%, 75% and Maximum Redemption columns.
However, the November 2024 redemption of 1,383,214 shares should be reflected as an adjustment to arrive at the 5,327,792 fully diluted
shares outstanding as of June 30, 2024, as adjusted, and to the various the redemption scenarios accordingly.

 ● Refer to the line item, Adjusted for: Trust
account balance as of November 4, 2024. In a separate footnote, disclose when in November 2024 the redemption of 1,383,214 Public Shares
occurred, along with the aggregate redemption amount, and whether the redemption was in connection with approval by the Finnovate Shareholders
of the Third Extension Amendment extending the business combination date to May 8, 2025.

 ● Refer to the line item, Net tangible book
value per share as of June 30, 2024. This amount should represent the net tangible book value on an actual basis prior to any adjustments.
ou may then separately present an adjustment to give effect to the material probable or consummated transactions such as the November
2024 redemption of shares.

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

Nasdaq may delist Finnovate’s securities
from trading on its exchange prior to the Business Combination..., page 72

 2. We note that you removed the risk factor that you will be subject to immediate delisting under Nasdaq
Rule 5815. Please revise to clearly state (i) that your deadline of November 4, 2024 under Rule 5815 has passed, (ii) if the November
8, 2024 Notice Letter also related to your failure to meet the requirements set forth in Nasdaq Rule IM 5101-2(b) to complete one or more
business combinations within 36 months of the date of effectiveness of your IPO registration statement or if you have received an additional
delisting determination letter from Nasdaq and (iii) that Nasdaq may only reverse the determination to delist Finnovate’s securities
if it finds that it made a factual error when applying the new framework, including Nasdaq Rule IM 5101-2(b).

Response: In response to the Staff’s
comment, the Company has revised the disclosure on pages 72 to 73 of the Fifth Amended Registration Statement.

 3. We note your revised disclosure that you have received a written notice from Nasdaq that you have
been delisted and suspended from trading beginning on November 12, 2024 due to failure to comply with the terms of the Nasdaq Hearing
Panel’s July 3, 2024 decision. We also note that “Nasdaq will complete the delisting… after the applicable Nasdaq review
and appeal periods have lapsed” and that you are “working to satisfy or waive applicable closing conditions to complete the
Business Combination before the expiration of such appeals period and to effect trading of PubCo on Nasdaq as soon as practicable.”
Please revise to provide a detailed description of the appeals process and timeline.

Response: In response to the Staff’s
comment, the Company has revised the disclosure on pages 72 to 73 of the Fifth Amended Registration Statement.

Unaudited Pro Forma Condensed Combined
Balance Sheet as of June 30, 2024, page 215

 4. Refer to the mezzanine line item Class A ordinary shares subject to possible redemption, and clarify
within the description that there are 2,248,506 shares outstanding at June 30, 2024, rather than 865,292 shares. Also refer to the shareholders’
(deficit)/equity line item of Class B Ordinary Shares and related amount of $446 shown in the historical column for Finnovate. This historical
amount and the related transaction adjustment (4) should instead be placed at the line item for Finnovate’s Class A Ordinary Shares.

Response: In response to the Staff’s
comment, the Company has revised the disclosure on pages 216 and 217 of the Fifth Amended Registration Statement.

Exhibits

 5. Please revise your exhibit index to remove the reference to “Form of opinion” with respect
to Exhibit 8.1. In addition, please file a final tax opinion, as the opinion currently filed as Exhibit 8.1 is undated.

Response: In response to the Staff’s
comment, the Company has revised the tax opinion as Exhibit 8.1 to the Fifth Amended 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

Matt Taylor, Partner, Marcum LLP

3

December 4, 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. 4 to Registration Statement on Form F-4
Filed November 20, 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 November 12, 2024
letter.

December 4, 2024
Page 2
Amendment No. 4 to Registration Statement on Form F-4 filed November 20, 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 comment 1. Please address
the following:

•See the table on page xxi. Refer to the computation of Total Finnovate's shares
outstanding as of June 30, 2024. Please revise the line items Finnovate public
shares and Founder Shares in the table to present the actual number of shares
outstanding of 2,248,506 and 6,711,006, respectively, as of June 30, 2024. We
note you have adjusted the actual Finnovate public shares to account for the
November 2024 redemption of 1,383,214 shares, equating to 865,292 shares
outstanding in the first column of no redemptions, and subsequently adjusted for
in the 25%, 50%, 75% and Maximum Redemption columns. However, the
November 2024 redemption of 1,383,214 shares should be reflected as an
adjustment to arrive at the 5,327,792 fully diluted shares outstanding as of June
30, 2024, as adjusted, and to the various the redemption scenarios accordingly.

•Refer to the line item, Adjusted for: Trust account balance as of November 4,
2024. In a separate footnote, disclose when in November 2024 the redemption of
1,383,214 Public Shares occurred, along with the aggregate redemption
amount, and whether the redemption was in connection with approval by the
Finnovate Shareholders of the Third Extension Amendment extending the
business combination date to May 8, 2025.

•Refer to the line item, Net tangible book value per share as of June 30, 2024. This
amount should represent the net tangible book value on an actual basis prior to
any adjustments. You may then separately present an adjustment to give effect to
the material probable or consummated transactions such as the November 2024
redemption of shares.
Nasdaq may delist Finnovate's securities from trading on its exchange prior to the Business
Combination..., page 72
2.We note that you removed the risk factor that you will be subject to immediate
delisting under Nasdaq Rule 5815. Please revise to clearly state (i) that your deadline
of November 4, 2024 under Rule 5815 has passed, (ii) if the November 8, 2024 Notice
Letter also related to your failure to meet the requirements set forth in Nasdaq Rule
IM 5101-2(b) to complete one or more business combinations within 36 months of the
date of effectiveness of your IPO registration statement or if you have received an
additional delisting determination letter from Nasdaq and (iii) that Nasdaq may only
reverse the determination to delist Finnovate’s securities if it finds that it made a
factual error when applying the new framework, including Nasdaq Rule IM 5101-
2(b).

December 4, 2024
Page 3
3.We note your revised disclosure that you have received a written notice from Nasdaq
that you have been delisted and suspended from trading beginning on November 12,
2024 due to failure to comply with the terms of the Nasdaq Hearing Panel’s July 3,
2024 decision. We also note that “Nasdaq will complete the delisting… after the
applicable Nasdaq review and appeal periods have lapsed” and that you are “working
to satisfy or waive applicable closing conditions to complete the Business
Combination before the expiration of such appeals period and to effect trading of
PubCo on Nasdaq as soon as practicable.” Please revise to provide a detailed
description of the appeals process and timeline.
Unaudited Pro Forma Condensed Combined Balance Sheet as of June 30, 2024, page 215
4.Refer to the mezzanine line item Class A ordinary shares subject to possible
redemption, and clarify within the description that there are 2,248,506 shares
outstanding at June 30, 2024, rather than 865,292 shares. Also refer to the
shareholders' (deficit)/equity line item of Class B Ordinary Shares and related amount
of $446 shown in the historical column for Finnovate. This historical amount and the
related transaction adjustment (4) should instead be placed at the line item for
Finnovate's Class A Ordinary Shares.
Exhibits
5.Please revise your exhibit index to remove the reference to "Form of opinion" with
respect to Exhibit 8.1. In addition, please file a final tax opinion, as the opinion
currently filed as Exhibit 8.1 is undated.
            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

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

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

November 12, 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. 3 to Registration Statement on Form F-4
Filed October 31, 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 October 28, 2024 letter.

November 12, 2024
Page 2
Amendment No. 3 to Registration Statement on Form F-4 filed 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.

            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

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

October 31,
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 18, 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 October 28, 2024 on the Company’s Amendment
No. 2 to Registration Statement on Form F-4 filed with the Commission on October 18, 2024 (the “Second Amended Registration Statement”).
Concurrently with the submission of this letter, the Company is filing amendment no. 3 to Registration Statement on Form F-4 (the “Third
Amended Registration Statement”) with the Commission. To facilitate your review, we have separately emailed you a courtesy copy
of the Third Amended Registration Statement, marked to show changes to the Second 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 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 Registration Statement.

Amendment No. 2 to Registration Statement on
Form F-4 filed on 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.

Response: The Company undertakes to notify
the Commission promptly of any changes to its disclosure in the registration statement on Form F-4, as amended, regarding or requested
by the CSRC.

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

 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.

 Response: In response to the Staff’s
comment, the Company has revised the disclosure on pages 19 and 52 of the Third Amended Registration Statement. The Company respectfully
submits that the Company plans to notify investors about receiving the CSRC approval through a prospectus supplement to the registration
statement on Form F-4 pursuant to Rule 424(b)(3).

 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.

Response: In response to the
Staff’s comment, the Company respectfully clarifies that the transactions described on page F-29 did not represent any
compensation that has been or will be awarded to, earned by, or paid to the SPAC sponsor, its affiliates, and any promoters. Since
July 2023, Scage International has provided multiple non-interest bearing loans to a couple of third-party borrowers
(“Borrowers”), in order to facilitate the Business Combination. The aggregate balance was approximately $1,409,774 as of
June 30, 2024. There were arrangements in place between parties and those loans are expected to be repaid by the Borrowers to Scage
International within one year from the remittance date of each loan.

 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.

Response: In response to the Staff’s
comment, the Company has revised the disclosure on the cover page and pages viii, 15 and 106 of the Third Amended Registration Statement.

Questions and Answers about the Business Combination
and the Extraordinary General Meeting

Dilution, page xxi

 5. 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.

 ● 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.

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

    2

 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.

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

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.

Response: In response to the Staff’s
comment, the Company has revised the disclosure on page 25 of the Third Amended Registration Statement.

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.

Response: In response to the Staff’s
comment, the Company has revised the disclosure on pages 71 and 72 of the Third Amended Registration Statement.

Unaudited Pro Forma Combined Financial Information

Notes and adjustments to Unaudited Pro Forma Condensed
Combined Statement of Operations, page 125

 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.

Response: In response to the Staff’s
comment, the Company has revised the disclosure on page 216 of the Third Amended Registration Statement.

***

    3

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

Matt Taylor, Partner, Marcum LLP

    4

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

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

October 18, 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 September 16, 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 September 30, 2024 on the Company’s Amendment No. 1 to Registration Statement on Form F-4 filed
with the Commission on September 16, 2024 (the “First Amended Registration Statement”). Concurrently with the
submission of this letter, the Company is filing Amendment No. 2 to Registration Statement on Form F-4 (the “Second Amended
Registration Statement”) with the Commission. To facilitate your review, we have separately emailed you a courtesy copy of
the Second Amended Registration Statement, marked to show changes to the First 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 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 Registration Statement.

Amendment No. 1 to Registration Statement on
Form F-4 filed on September 16, 2024

General

 1. We note your response to comment 2 that the sponsor is controlled by its general partner, Sunorange
Limited. Please revise to provide the nature and amount of their interests in the sponsor. Refer to Item 1603(a)(7) of Regulation S-K.

Response: In response to the
Staff’s comment, the Company has revised the disclosure on pages xiii, xxiv, 13, 65, 131 and 193 of the Second Amended
Registration Statement.

 2. We note your response to comment 3. Please revise to also discuss the PIPE Investment. Refer to Item
1605(c) of Regulation S-K.

Response: In response to the Staff’s
comment, the Company has revised the disclosure on the cover page and pages 15, 16 and 106 of the Second 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

 3. We note from your prospectus cover page you are registering up to 75,354,970 Ordinary Shares represented
by American Depositary Shares. Based upon your disclosures, here and elsewhere in the filing, such shares include 68,277,600 and 6,711,006
PubCo ordinary shares to be issued to Scage International and Finnovate, respectively, in connection with the business combination. Please
disclose the nature of the remaining 366,364 shares to be issued. Additionally, footnote (1) to the table in Exhibit 107 appears to indicate
that PubCo will issue up to 6,711,006 PubCo Ordinary Shares to the shareholders of Finnovate and separately, up to 75,354,970 PubCo Ordinary
Shares issuable to the shareholders of Scage International. In this regard, the information provided herein appears to be inconsistent
with the rest of the filing. Reconcile for us or revise your filing to fix the discrepancies, accordingly.

Response: In response to the Staff’s
comment, the Company has revised share information throughout the proxy statement/prospectus and updated Exhibit 107. The Company respectfully clarifies that the Second Amended Registration Statement covers up to 74,893,932 PubCo ordinary shares, including
(i) up to 68,182,926 PubCo ordinary shares to be issued to Scage International’s shareholders, and (ii) up to 6,711,006 PubCo ordinary
shares to be issued to Finnovate’s shareholders.

Cover Page

 4. Revise to ensure all of the information required by Item 1603(a)(6) of Regulation S-K is disclosed,
including, but not limited to, the compensation and/or amount of securities issued or to be issued with respect to the private warrants
and a discussion of any circumstances or arrangements under which the sponsor, its affiliates, and promoters, directly or indirectly,
could transfer ownership of securities of the SPAC, or that could result in the surrender or cancellation of such securities. We note
your response to comment 8 and reissue the comment in full. Refer to Item 1604(a)(3) of Regulation S-K.

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

Questions and Answers about the Business Combination
and the Extraordinary General Meeting Dilution, page xx

 5. We note your disclosure in response to comment 11. Please address the following:

 ● Consider expanding or revising the table
presentation to first give dilution effect solely for the SPAC entity, that is, the shareholders of Finnovate, and its net tangible book
value per share, as adjusted, while excluding the de-SPAC transaction, while giving effect to material probable or consummated transactions
and other material effects on Finnovate's net tangible book value per share. To the extent there are no such transactions, so state. In
this regard, you may consider beginning the table with the dilution impact solely to the SPAC, and then expanding the table to further
adjust for the dilution impact to the SPAC non-redeeming shareholders for the total PubCo shares and net tangible book value per share,
as adjusted, as you currently disclose. Refer to Item 1604(c) of Regulation S-K.

 ● For each of the five redemption scenarios,
disclose outside of the table the Company valuation at or above which the potential dilution results in the amount of the nonredeeming
shareholders' interest per share being at least the IPO price per share of ordinary share. Refer to Item 1604(c)(1) of Regulation S-K.

 ● Describe, outside of the table in accordance
with Item 1604(c) of Regulation S-K, each material potential source of future dilution that non-redeeming shareholders' may experience
by electing not to tender their ordinary shares in connection with the de-SPAC transaction, including sources not included in the table
with respect to the determination of net tangible book value per share, as adjusted.

Response: In response to the Staff’s
comment, the Company has revised the disclosure on page xxi and page xxii of the Second Amended Registration Statement.

    2

Consideration Received by the Sponsor Parties,
page xxiii

 6. We note your response to comment 13. Please revise this section to include the private warrants held
by the sponsor. Refer to Item 1604(b)(4) of Regulation S-K.

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

Material Financing Transactions, page
15

 7. We note your response to comment 7. Please revise to disclose the anticipated use of proceeds from
these financing transactions and the dilutive impact of these financing transactions on non-redeeming shareholders. Refer to Item 1604(b)(5)
of Regulation S-K.

Response: In response to the Staff’s
comment, the Company has revised the disclosure on the cover page and pages 15, 16 and 106 of the Second Amended Registration Statement.

Scage International's Reasons for Approval
of the Business Combination, page 106

 8. We note your response to comment 15. Please revise to discuss the reasons for the PIPE Investment
and any related financing transactions. Refer to Item 1605(b)(3) of Regulation S-K.

Response: In response to the Staff’s
comment, the Company has revised the disclosure on pages 2, 16 and 106 of the Second Amended Registration Statement.

***

    3

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

Nico Thomas, Partner, Marcum LLP

4

September 30, 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. 1 to Registration Statement on Form F-4
Filed September 16, 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 4, 2024 letter.

September 30, 2024
Page 2
Amendment No. 1 to Registration Statement on Form F-4 filed September 16, 2024
General
1.We note your response to comment 2 that the sponsor is controlled by its general partner,
Sunorange Limited. Please revise to provide the nature and amount of their interests in
the sponsor. Refer to Item 1603(a)(7) of Regulation S-K.
2.We note your response to comment 3. Please revise to also discuss the PIPE Investment.
Refer to Item 1605(c) of Regulation S-K.
3.We note from your prospectus cover page you are registering up to 75,354,970 Ordinary
Shares represented by American Depositary Shares. Based upon your disclosures, here
and elsewhere in the filing, such shares include 68,277,600 and 6,711,006
PubCo ordinary shares to be issued to Scage International and Finnovate, respectively, in
connection with the business combination. Please disclose the nature of the remaining
366,364 shares to be issued. Additionally, footnote (1) to the table in Exhibit 107 appears
to indicate that PubCo will issue up to 6,711,006 PubCo Ordinary Shares to the
shareholders of Finnovate and separately, up to 75,354,970 PubCo Ordinary Shares
issuable to the shareholders of Scage International. In this regard, the information
provided herein appears to be inconsistent with the rest of the filing. Reconcile for us or
revise your filing to fix the discrepancies, accordingly.
Cover Page
4.We note your response to comment 8 and reissue the comment in full. Refer to Item
1604(a)(3) of Regulation S-K.
Questions and Answers about the Business Combination and the Extraordinary General Meeting
Dilution, page xx
We note your disclosure in response to comment 11. Please address the following:

•Consider expanding or revising the table presentation to first give dilution effect
solely for the SPAC entity, that is, the shareholders of Finnovate, and its net tangible
book value per share, as adjusted, while excluding the de-SPAC transaction, while
giving effect to material probable or consummated transactions and other material
effects on Finnovate's net tangible book value per share. To the extent there are no
such transactions, so state. In this regard, you may consider beginning the table with
the dilution impact solely to the SPAC, and then expanding the table to further adjust
for the dilution impact to the SPAC non-redeeming shareholders for the total PubCo
shares and net tangible book value per share, as adjusted, as you currently disclose.
Refer to Item 1604(c) of Regulation S-K.

•For each of the five redemption scenarios, disclose outside of the table the Company
valuation at or above which the potential dilution results in the amount of the non-
redeeming shareholders' interest per share being at least the IPO price per share of
ordinary share. Refer to Item 1604(c)(1) of Regulation S-K.

Describe, outside of the table in accordance with Item 1604(c) of Regulation S-•5.

September 30, 2024
Page 3
K, each material potential source of future dilution that non-redeeming shareholders'
may experience by electing not to tender their ordinary shares in connection with the
de-SPAC transaction, including sources not included in the table with respect to the
determination of net tangible book value per share, as adjusted.
Consideration Received by the Sponsor Parties, page xxiii
6.We note your response to comment 13. Please revise this section to include the private
warrants held by the sponsor. Refer to Item 1604(b)(4) of Regulation S-K.
Material Financing Transactions, page 15
7.We note your response to comment 7. Please revise to disclose the anticipated use of
proceeds from these financing transactions and the dilutive impact of these financing
transactions on non-redeeming shareholders. Refer to Item 1604(b)(5) of Regulation S-K.
Scage International's Reasons for Approval of the Business Combination, page 106
8.We note your response to comment 15. Please revise to discuss the reasons for the PIPE
Investment and any related financing transactions. Refer to Item 1605(b)(3) of Regulation
S-K.

September 30, 2024
Page 4
            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

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

September 16, 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 August 7, 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 September 4, 2024 on the Company’s Registration
Statement on Form F-4 filed with the Commission on August 7, 2024 (the “Registration Statement”). Concurrently with
the submission of this letter, the Company is filing amendment no. 1 to Registration Statement on Form F-4 (the “Amended Registration
Statement”) with the Commission. To facilitate your review, we have separately emailed you a courtesy copy of the Amended Registration
Statement, marked to show changes to the 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 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 Registration Statement.

Registration Statement on Form F-4 filed on
August 7, 2024

General

 1. We note your added disclosure on pages xxiii and xxiv. Please revise to disclose, in a tabular format
to the extent practicable, the material terms of any agreement, arrangement, or understanding regarding restrictions on whether and when
the sponsor and its affiliates may sell securities of the SPAC. As an example only, we note the Sponsor Support Agreement prevents transfers
of securities held by the sponsor between the date of the Sponsor Support Agreement and the termination of the Sponsor Support Agreement.
Refer to Item 1603(a)(9) of Regulation S-K.

Response: In response to the Staff’s
comment, the Company has revised pages xxv – xxvii of the 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

 2. We note your disclosure on page 226 that Sunorange Limited serves as the sole general partner of
the sponsor and is controlled by Mr. Kung and Mr. Wong. As applicable, please revise to identify the controlling persons of the sponsor
and disclose, as of the most recent practicable date, the persons who have direct and indirect material interests in the sponsor, as well
as the nature and amount of their interests. Refer to Item 1603(a)(7) of Regulation S-K.

Response: In response to the
Staff’s comment, the Company has revised the disclosure on pages xiii, xxii, 3, 13, 65, 129, 192 and 231 of the Amended
Registration Statement.

 3. Please revise your disclosure to discuss both the benefits and detriments of the de-SPAC transaction
and any related financing transactions, including the PIPE investment, on Finnovate, the sponsor, Scage International, and unaffiliated
security holders of the SPAC. The benefits and detriments of the de-SPAC transaction and any related financing transactions must be qualified
to the extent practicable. Refer to Item 1605(c) of Regulation S-K.

Response: In response to the Staff’s
comment, the Company has revised the disclosure on pages xii, xxii, 1, 2 and 12 of the Amended Registration Statement.

 4. Revise to ensure all of the information required by Item 1603(a)(6) of Regulation S-K is disclosed,
including, but not limited to, the compensation and/or amount of securities issued or to be issued with respect to the private warrants
and a discussion of any circumstances or arrangements under which the sponsor, its affiliates, and promoters, directly or indirectly,
could transfer ownership of securities of the SPAC, or that could result in the surrender or cancellation of such securities.

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

 5. We note your disclosure that “[a]ll information contained in this proxy statement/prospectus
relating to Scage International has been supplied by Scage International, and all such information relating to Finnovate has been supplied
by Finnovate. Information provided by one another does not constitute any representation, estimate or projection of the other.” Because
these statements could be read as disclaimers of your responsibility for the disclosure in your filing, please revise to remove any implication
that Finnovate or Scage International disclaim responsibility for any of the disclosures contained in the registration statement.

Response: In response to the Staff’s
comment, the Company has revised the disclosure on page 280 of the Amended Registration Statement.

Cover Page

 6. Please revise the cover page to disclose that you have obtained a fairness opinion in connection
with the business combination. Refer to Item 1604(a)(1) of Regulation S-K.

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

 7. Please provide the disclosure required by Item 1604(a)(2) of Regulation S-K. Also, provide similar
disclosure in your summary section pursuant to Item 1604(b)(5) of Regulation S-K.

Response: In response to the Staff’s
comment, the Company has revised the disclosure on the cover page and pages 15-16 of the Amended Registration Statement.

 8. Please provide the information required by Item 1604(a)(3) of Regulation S-K.

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

 9. Please provide the information required by Item 1604(a)(4) of Regulation S-K.

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

    2

What vote is required to approve the proposals…,
page xxiv

 10. Please revise to state whether or not the de-SPAC transaction is structured so that approval of at
least a majority of unaffiliated security holders of Finnovate is required. Refer to Item 1606(c) of Regulation S-K.

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

Proxy Statement/ Prospectus Summary, page 1

 11. Please revise to include the Dilution Table and related disclosures as required by Item 1604(c) of
Regulation S-K.

Response: In response to the Staff’s
comment, the Company has revised page xx of the Amended Registration Statement.

 12. We note your disclosure on page 11 that “the Finnovate Board considered a range of factors”
when making the determination to recommend that Finnovate’s shareholders approve the business combination. Please revise the summary section
to discuss the material factors that the board considered in making such determination. Please also revise the summary section to discuss
the fairness opinion that was obtained in connection with the business combination. Refer to Item 1604(b)(2) of Regulation S-K.

Response: In response to the Staff’s
comment, the Company has revised the disclosure on pages 11, 13 and 14 of the Amended Registration Statement.

 13. We note your disclosure on page xxi regarding the compensation received by the sponsor. Please revise
the table to include the price paid or to be paid for the securities provided in the table and, outside of the table, discuss the extent
to which that compensation and securities issuance has resulted or may result in a material dilution of the equity interests of non-redeeming
shareholders of the SPAC. Refer to Item 1604(b)(4) of Regulation S-K.

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

Interests of Finnovate’s Directors and Officers
in the Business Combination, page 11

 14. Please describe any actual or potential material conflicts of interest of the sponsor, its affiliates,
the SPAC’s officers, directors or promoters and the unaffiliated security holders of the SPAC. Please refer to Items 1604(b)(3) and 1603(b)
of Regulation S-K.

Response: In response to the Staff’s
comment, the Company has revised the disclosure on pages xxiv, 12-14 and 64-66 of the Amended Registration Statement.

Description of Negotiations between
Finnovate and Scage International, page 97

 15. Please revise to expand the discussion of Finnovate’s and Scage International’s reasons for engaging
in the de-SPAC transaction, including whether either entity considered other transactions, such as Scage International conducting a traditional
IPO in lieu of a de-SPAC transaction, and reasons of the SPAC for the structure and timing of the de-SPAC transaction and any related
financing transaction. Refer to Item 1605(b)(3) of Regulation S-K.

Response: In response to the Staff’s
comment, the Company has revised the disclosure on pages 1, 2 and 106 of the Amended Registration Statement.

 16. State whether or not a majority of the directors who are not employees of Finnovate have retained
an unaffiliated representative to act solely on behalf of unaffiliated security holders for purposes of negotiating the terms of the de-SPAC
transaction and/or preparing a report concerning the approval of the de-SPAC transaction. Refer to Item 1606(d) of Regulation S-K.

Response: In response to the Staff’s
comment, the Company has revised the disclosure on page 101 of the Amended Registration Statement

    3

Updated Projections, page 110

 17. Please provide the disclosure required by Item 1609(c) of Regulation S-K.

Response: In response to the Staff’s
comment, the Company has revised the disclosure on page 116 of the Amended Registration Statement.

Finnovate’s Business, page 187

 18. We note your disclosure that “[o]ur directors have significant experience with acquisitions,
divestitures and corporate strategy and implementation, as well as the public markets...”. Please revise, as applicable, to describe
the experience of the sponsor, its affiliates, and any promoters in organizing SPACs and the extent to which the sponsor, its affiliates,
and the promoters are involved in other SPACs. Refer to Item 1603(a)(3) of Regulation S-K.

Response: In response to the Staff’s
comment, the Company has revised the disclosure on pages 191 and 221 of the Amended Registration Statement.

 19. Describe the material roles and responsibilities of the sponsor, its affiliates, and any promoters
in directing and managing the SPAC’s activities. Refer to Item 1603(a)(4) of Regulation S-K.

Response: In response to the Staff’s
comment, the Company has revised the disclosure on pages 191 and 192 of the Amended Registration Statement.

 20. Describe any agreement, arrangement, or understanding between the sponsor and the SPAC, its officers,
directors, or affiliates with respect to determining whether to proceed with a de-SPAC transaction. Refer to Item 1603(a)(5) of Regulation
S-K.

Response: In response to the Staff’s
comment, the Company has revised the disclosure on pages 191 and 192 of the Amended Registration Statement.

U.S. Federal Income Tax Considerations,
page 234

 21. Please revise to address the tax consequences of the de-SPAC transaction to the target company and
their security holders. Refer to Item 1605(b)(6) of Regulation S-K.

Response: In response to the Staff’s comment, the Company has revised the disclosure through out the Amended Registration Statement, including
the “U.S. Federal Income Tax Considerations” section.

Index to Financial Statements, page
F-1

 22. We note the disclosure as to the reasons why no financial statements of PubCo are included. However,
pursuant to SEC Release No. 33-33-11265, which was effective on July 1, 2024, Section IV.B.3 and B.15 requires financial statements of
the issuers involved in the transaction be audited. To the extent that PubCo has not commenced any operations, please instead include
an audited balance sheet as of a most recent date with footnote disclosure as to the reasons why there are no statements of operations,
equity, or cash flows being presented. Refer to Item 14(h) of Form F-4. Please also file a currently dated accountant’s consent pertaining
to the audited financial statements of PubCo.

Response: In response to the Staff’s
comment, the Company has included the audited financial statements of Pubco as of June 30, 2024 and for the period from July 14, 2023
(inception) to June 30, 2024. The auditor’s consent pertaining to the audited financial statements of Pubco is also filed.

Exhibits

 23. Refer to the Exhibit 23.1 consent of Marcum Asia CPAs LLP regarding the audited financial statements
of Scage International Limited. We note the City and State of auditor is Beijing, China, whereas the auditors’ report on page F-2 discloses
the City and State of auditor as New York, New York. Please reconcile and revise as appropriate.

Response: Please kindly note that
such situation is resulted due to partner rotation. The engagement partner of Scage International Limited for the auditor’s report
is associated with Marcum Asia CPAs LLP’s New York office. After the audit report was issued in January 2024, in March 2024, the
engagement partner has rotated. The current engagement partner of Scage International Limited is associated with Marcum Asia CPAs LLP’s
Beijing office and issued the consent in August 2024.

***

    4

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

Chris Zhao, Engagement Partner, Marcum Asia CPAs LLP

Nico Thomas, Partner, Marcum LLP

5

September 4, 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
Registration Statement on Form F-4
Filed August 7, 2024
File No. 333-281332
Dear Chao Gao and Chao Gao:
            We have reviewed your 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.
Registration Statement on Form F-4 filed on August 7, 2024
General
We note your added disclosure on pages xxiii and xxiv. Please revise to disclose, in a
tabular format to the extent practicable, the material terms of any agreement, arrangement, 1.

September 4, 2024
Page 2
or understanding regarding restrictions on whether and when the sponsor and its affiliates
may sell securities of the SPAC. As an example only, we note the Sponsor Support
Agreement prevents transfers of securities held by the sponsor between the date of the
Sponsor Support Agreement and the termination of the Sponsor Support Agreement.
Refer to Item 1603(a)(9) of Regulation S-K.
2.We note your disclosure on page 226 that Sunorange Limited serves as the sole general
partner of the sponsor and is controlled by Mr. Kung and Mr. Wong. As applicable, please
revise to identify the controlling persons of the sponsor and disclose, as of the most recent
practicable date, the persons who have direct and indirect material interests in the sponsor,
as well as the nature and amount of their interests. Refer to Item 1603(a)(7) of Regulation
S-K.
3.Please revise your disclosure to discuss both the benefits and detriments of the de-SPAC
transaction and any related financing transactions, including the PIPE investment, on
Finnovate, the sponsor, Scage International, and unaffiliated security holders of the
SPAC. The benefits and detriments of the de-SPAC transaction and any related financing
transactions must be qualified to the extent practicable. Refer to Item 1605(c) of
Regulation S-K.
4.Revise to ensure all of the information required by Item 1603(a)(6) of Regulation S-K is
disclosed, including, but not limited to, the compensation and/or amount of securities
issued or to be issued with respect to the private warrants and a discussion of any
circumstances or arrangements under which the sponsor, its affiliates, and promoters,
directly or indirectly, could transfer ownership of securities of the SPAC, or that could
result in the surrender or cancellation of such securities.
5.We note your disclosure that "[a]ll information contained in this proxy statement/
prospectus relating to Scage International has been supplied by Scage International, and
all such information relating to Finnovate has been supplied by Finnovate. Information
provided by one another does not constitute any representation, estimate or projection of
the other." Because these statements could be read as disclaimers of your responsibility
for the disclosure in your filing, please revise to remove any implication that Finnovate or
Scage International disclaim responsibility for any of the disclosures contained in the
registration statement.
Cover Page
6.Please revise the cover page to disclose that you have obtained a fairness opinion in
connection with the business combination. Refer to Item 1604(a)(1) of Regulation S-K.
7.Please provide the disclosure required by Item 1604(a)(2) of Regulation S-K. Also,
provide similar disclosure in your summary section pursuant to Item 1604(b)(5) of
Regulation S-K.
8.Please provide the information required by Item 1604(a)(3) of Regulation S-K.
9.Please provide the information required by Item 1604(a)(4) of Regulation S-K.

September 4, 2024
Page 3
What vote is required to approve the proposals..., page xxiv
10.Please revise to state whether or not the de-SPAC transaction is structured so that
approval of at least a majority of unaffiliated security holders of Finnovate is required.
Refer to Item 1606(c) of Regulation S-K.
Proxy Statement/ Prospectus Summary, page 1
11.Please revise to include the Dilution Table and related disclosures as required by Item
1604(c) of Regulation S-K.
12.We note your disclosure on page 11 that "the Finnovate Board considered a range of
factors" when making the determination to recommend that Finnovate's
shareholders approve the business combination. Please revise the summary section to
discuss the material factors that the board considered in making such
determination. Please also revise the summary section to discuss the fairness opinion that
was obtained in connection with the business combination. Refer to Item 1604(b)(2) of
Regulation S-K.
13.We note your disclosure on page xxi regarding the compensation received by the sponsor.
Please revise the table to include the price paid or to be paid for the securities provided in
the table and, outside of the table, discuss the extent to which that compensation and
securities issuance has resulted or may result in a material dilution of the equity interests
of non-redeeming shareholders of the SPAC. Refer to Item 1604(b)(4) of Regulation S-K.
Interests of Finnovate's Directors and Officers in the Business Combination, page 11
14.Please describe any actual or potential material conflicts of interest of the sponsor, its
affiliates, the SPAC's officers, directors or promoters and the unaffiliated security holders
of the SPAC. Please refer to Items 1604(b)(3) and 1603(b) of Regulation S-K.
Description of Negotiations between Finnovate and Scage International, page 97
15.Please revise to expand the discussion of Finnovate's and Scage International's reasons for
engaging in the de-SPAC transaction, including whether either entity considered other
transactions, such as Scage International conducting a traditional IPO in lieu of a de-
SPAC transaction, and reasons of the SPAC for the structure and timing of the de-SPAC
transaction and any related financing transaction. Refer to Item 1605(b)(3) of Regulation
S-K.
16.State whether or not a majority of the directors who are not employees of Finnovate have
retained an unaffiliated representative to act solely on behalf of unaffiliated security
holders for purposes of negotiating the terms of the de-SPAC transaction and/or preparing
a report concerning the approval of the de-SPAC transaction. Refer to Item 1606(d) of
Regulation S-K.
Updated Projections, page 110
17.Please provide the disclosure required by Item 1609(c) of Regulation S-K.

September 4, 2024
Page 4
Finnovate's Business, page 187
18.We note your disclosure that "[o]ur directors have significant experience with
acquisitions, divestitures and corporate strategy and implementation, as well as the public
markets...". Please revise, as applicable, to describe the experience of the sponsor, its
affiliates, and any promoters in organizing SPACs and the extent to which the sponsor, its
affiliates, and the promoters are involved in other SPACs. Refer to Item 1603(a)(3) of
Regulation S-K.
19.Describe the material roles and responsibilities of the sponsor, its affiliates, and any
promoters in directing and managing the SPAC's activities. Refer to Item 1603(a)(4) of
Regulation S-K.
20.Describe any agreement, arrangement, or understanding between the sponsor and the
SPAC, its officers, directors, or affiliates with respect to determining whether to proceed
with a de-SPAC transaction. Refer to Item 1603(a)(5) of Regulation S-K.
U.S. Federal Income Tax Considerations, page 234
21.Please revise to address the tax consequences of the de-SPAC transaction to the target
company and their security holders. Refer to Item 1605(b)(6) of Regulation S-K.
Index to Financial Statements, page F-1
22.We note the disclosure as to the reasons why no financial statements of PubCo are
included. However, pursuant to SEC Release No. 33-33-11265, which was effective on
July 1, 2024, Section IV.B.3 and B.15 requires financial statements of the issuers involved
in the transaction be audited. To the extent that PubCo has not commenced any
operations, please instead include an audited balance sheet as of a most recent date with
footnote disclosure as to the reasons why there are no statements of operations, equity, or
cash flows being presented. Refer to Item 14(h) of Form F-4. Please also file a currently
dated accountant's consent pertaining to the audited financial statements of PubCo.
Exhibits
23.Refer to the Exhibit 23.1 consent of Marcum Asia CPAs LLP regarding the audited
financial statements of Scage International Limited. We note the City and State of auditor
is Beijing, China, whereas the auditors' report on page F-2 discloses the City and State of
auditor as New York, New York. Please reconcile and revise as appropriate.

September 4, 2024
Page 5
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            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

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

July 2, 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
Amendment No. 2 to Draft Registration Statement on Form F-4
Submitted June 20, 2024
CIK No. 0002000366
Dear Chao Gao:
            We have reviewed your amended 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. Unless we note otherwise, any references to prior comments are to comments in our
March 21, 2024 letter.
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
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 1.

July 2, 2024
Page 2
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 a
material 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.
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.
Compensation of Directors and Executive Officers, page 223
3.Please update your compensation disclosure for the fiscal year ended June 30, 2024.

July 2, 2024
Page 3
            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

United States securities and exchange commission logo
March 21, 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
Amendment No. 1 to Draft Registration Statement on Form F-4
Submitted March 8, 2024
CIK No. 0002000366
Dear Chao Gao:
            We have reviewed your amended 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. Unless we note otherwise, any references to prior comments are to comments in our
February 6, 2024 letter.
Amendment No. 1 to Draft Registration Statement on Form F-4 submitted March 8, 2024
General
1.We note your response to prior comment 46 that counsel is unable to opine whether the
Business Combination qualifies as a reorganization under Section 368 of the Code. Please
revise your Q&A section to include a similar disclosure.

 FirstName LastNameChao Gao
 Comapany NameScage Future
 March 21, 2024 Page 2
 FirstName LastName
Chao Gao
Scage Future
March 21, 2024
Page 2
Selected Historical Financial Information of Finnovate, page 27
2.We have reviewed your response to prior comment 16. Please expand disclosure in item
(ii) of the introductory paragraph to disclose that Finnovate's unaudited interim financial
statements as of and for the six months ended June 30, 2023 are derived from unaudited
interim financial statements not included in the proxy statement/prospectus.
Description of Negotiations between Finnovate and Scage International, page 94
3.We note your response to prior comment 25 and reissue. Please clearly 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.
Unaudited Pro Forma Combined Financial Information
Basis of Pro Forma Presentation, page 188
4.We have reviewed your revisions made in response to prior comment 37. In the first
paragraph, please clarify in the first sentence, if true, that the pro forma financial
information does not give effect to any anticipated synergies and dis-synergies identified
by management in the business combination and that you have elected not to present any
Management Adjustments. The last sentence of this paragraph should be combined therein
with the revised disclosure. Similar revisions should be made to the disclosure in the
penultimate paragraph on page 29.
Comparative Share Information, page 195
5.We note your revisions made in response to prior comment 44. Please explain to us the
purpose for including book value per share in the table on page 196 as the measure is
presented outside of a dilution table. Assuming a satisfactory response, revise to
explain, including a description of how book value per share has been calculated. Be
advised the denominator used in determining book value per share is typically shares
outstanding as of the period presented rather than on a weighted-average basis.
Additionally, it appears the basic and diluted net loss per ordinary share shown for the
columns of Scage (Historical) and the two pro forma columns do not agree with the basic
and diluted amounts shown in the historical and pro forma statements of operations,
respectively. Please revise as appropriate.

 FirstName LastNameChao Gao
 Comapany NameScage Future
 March 21, 2024 Page 3
 FirstName LastName
Chao Gao
Scage Future
March 21, 2024
Page 3
            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

United States securities and exchange commission logo
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
Page 3
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
Page 6
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’