M&A - Finnovate Acquisition Corp.

Form Type: 425

Filing Date: 2025-04-08

Corporate Action: Merger

Type: New

Accession Number: 000121390025029909

Filing Summary: On March 28, 2025, Finnovate Acquisition Corp. held an extraordinary general meeting of shareholders to vote on several proposals related to a business combination agreement with Scage International Limited and others. The shareholders approved amendments to the articles of association to facilitate the transaction, with significant support for merging with Scage International, which will also involve merging Finnovate into a new entity named Pubco. All major proposals, including the Business Combination Proposal and the specific terms of the mergers, received overwhelming shareholder approval, with the final merger scheduled to close in April 2025, subject to certain conditions. Additionally, shareholders were given the option to redeem their shares, with some opting to redeem 856,543 shares for a pro rata portion of the trust account.

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Form Type: 425

Filing Date: 2025-04-08

Corporate Action: Merger

Type: Update

Accession Number: 000121390025029910

Filing Summary: Finnovate Acquisition Corp. held an extraordinary general meeting on March 28, 2025, where shareholders approved several proposals related to its business combination with Scage International Limited. The first proposal amended Finnovate's articles of association to remove restrictions on business combinations related to net tangible assets. The second and third proposals approved a Business Combination Agreement with Scage International and the plan of merger terms, respectively, allowing Finnovate to merge with Scage International as part of an overall transaction. Further proposals adjusted organizational documents for the newly formed Pubco resulting from the merger, including changes in board structure and authorized capital. Redemption requests were made by shareholders prior to the merger, and the closing is anticipated to occur before the end of April 2025, pending final conditions and approvals.

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Form Type: 425

Filing Date: 2025-04-08

Corporate Action: Merger

Type: Update

Accession Number: 000121390025029912

Filing Summary: Finnovate Acquisition Corp. reported on April 8, 2025, regarding an update to its Business Combination Agreement with Scage Future and associated entities. The update outlines the Third Amendment to this agreement, extending the Outside Date from March 31, 2025, to July 31, 2025, which allows additional time for the completion of the proposed merger. This report aims to satisfy the filing obligations under Rule 425 of the Securities Act, marking significant steps towards the merger's completion. It includes caution regarding forward-looking statements about potential risks and uncertainties associated with the Business Combination and its impact on future operations and performance.

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Form Type: 425

Filing Date: 2025-04-08

Corporate Action: Merger

Type: Update

Accession Number: 000121390025029913

Filing Summary: On April 2, 2025, Finnovate Acquisition Corp. entered into the Third Amendment to the Business Combination Agreement, extending the Outside Date from March 31, 2025, to July 31, 2025. The agreement involves Finnovate, Scage Future, and Scage International Limited, among others, and aims to facilitate the proposed business combination. The document also clarifies that this Current Report on Form 8-K is for informational purposes and does not constitute an offer to buy or sell securities. It includes disclosures about emerging growth company status, risks associated with forward-looking statements, and makes a reference to a prior Business Combination Agreement established on August 21, 2023, and amended on June 18, 2024, and October 31, 2024.

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Form Type: 425

Filing Date: 2025-04-02

Corporate Action: Merger

Type: New

Accession Number: 000164117225002433

Filing Summary: Finnovate Acquisition Corp held an extraordinary general meeting on March 28, 2025, where shareholders approved several key proposals related to a business combination. The proposals included amendments to the company's articles of association to facilitate the initial business combination, a business combination agreement with Scage International Limited and its subsidiaries for a merger arrangement, and approval for the new organizational documents of the resultant entity, Pubco. A total of 4,428,102 shares were voted, with significant majority support for each proposal. Shareholders also had the option to redeem their shares, and approximately 856,543 shares were redeemed. The transaction is anticipated to close by the end of April 2025, pending final disclosures and exchange approvals, with numerous conditions to be met. The report asserts that it is for informational purposes only and does not constitute an offer of securities.

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Form Type: 8-K

Filing Date: 2025-04-02

Corporate Action: Merger

Type: New

Accession Number: 000164117225002428

Filing Summary: On March 28, 2025, Finnovate Acquisition Corp. held an extraordinary general meeting of shareholders to vote on several proposals related to its forthcoming Business Combination. The shareholders approved multiple amendments to the corporate articles, including the removal of limitations on conducting an initial business combination based on net tangible assets. A key element was the approval of a Business Combination Agreement with Scage International Limited and associated entities, which involves two mergers: the first merger where Merger Sub I will merge into Scage International, and a second merger where Merger Sub II will merge into Finnovate, leaving Finnovate as a wholly owned subsidiary of Pubco. A total of 4,428,102 shares were present at the meeting, with final votes indicating strong approval across various proposals, ensuring the completion of the Business Combination expected before the end of April 2025, pending fulfillment of other conditions, including Nasdaq approval. Additionally, shareholders had the opportunity to redeem their shares, with reports stating 856,543 shares were redeemed in anticipation of the merger.

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Form Type: 8-K

Filing Date: 2025-03-13

Corporate Action: Merger

Type: Update

Accession Number: 000149315225010143

Filing Summary: On March 13, 2025, Finnovate Acquisition Corporation announced the postponement of its Special Meeting of shareholders, initially scheduled for January 30, 2025, then rescheduled to March 17, 2025, now set for March 27, 2025, at 10:00 a.m. ET. This meeting will include a vote on the proposed business combination with Scage International Limited, along with its subsidiaries Hero 1 and Hero 2. The delay allows additional time for Scage International to obtain necessary approvals from the China Securities Regulatory Commission, essential for the completion of the business combination. Additionally, the redemption deadline for holders of Finnovate’s Class A ordinary shares has been extended to March 25, 2025. Finnovate will make monthly deposits into its trust account until May 8, 2025, to facilitate the business combination effort, with a current total deposit of $86,942 as of March 6, 2025.

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Form Type: DEFA14A

Filing Date: 2025-03-13

Corporate Action: Merger

Type: Update

Accession Number: 000149315225010145

Filing Summary: Finnovate Acquisition Corp. announced the postponement of its Special Meeting of Shareholders, originally scheduled for January 30, 2025, and then postponed to March 17, 2025. The meeting will now take place at 10:00 a.m. Eastern Time on March 27, 2025, to allow Scage International Limited additional time to obtain the necessary listing approvals from the China Securities Regulatory Commission, which is a condition for completing the business combination with Scage International and related entities. The deadline for shareholders to submit their Class A shares for redemption is extended to March 25, 2025. Shareholders are encouraged to read the definitive proxy statement related to the business combination, accessible through the SEC link provided. The company has committed to deposit funds into the trust account to support the completion of the business combination, with $43,264.60 deposited monthly until May 8, 2025, to cover expenses associated with the merger.

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Form Type: 8-K

Filing Date: 2025-02-25

Corporate Action: Merger

Type: Update

Accession Number: 000149315225008141

Filing Summary: On February 25, 2025, Finnovate Acquisition Corp. announced a further postponement of its Special Meeting of Shareholders, initially set for January 30, 2025 and then rescheduled to February 27, 2025. The meeting is now set for March 17, 2025, at 10:00 a.m. Eastern Time. The shareholders will vote on a proposed initial business combination with Scage International Limited and related entities. This postponement allows additional time for Scage International to obtain necessary approvals from the China Securities Regulatory Commission, a condition for the Business Combination. The deadline for Class A ordinary shares redemption requests has also been extended to March 13, 2025.

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Form Type: DEFA14A

Filing Date: 2025-02-25

Corporate Action: Merger

Type: Update

Accession Number: 000149315225008142

Filing Summary: On February 25, 2025, Finnovate Acquisition Corp. announced a further postponement of its Special Meeting of Shareholders regarding the approval of its proposed initial business combination. Originally scheduled for January 30, 2025, and postponed to February 27, 2025, the meeting will now take place on March 17, 2025, at 10:00 a.m. Eastern Time. Shareholders will vote on the merger with Scage International Limited and related entities. The postponement is to allow Scage International more time to obtain listing approvals from the China Securities Regulatory Commission, a condition for completing the merger. The deadline for shareholders to submit shares for redemption is also extended to March 13, 2025.

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Form Type: DEFA14A

Filing Date: 2025-01-30

Corporate Action: Merger

Type: Update

Accession Number: 000149315225004259

Filing Summary: Finnovate Acquisition Corp. has postponed its extraordinary general meeting of shareholders originally scheduled to approve its initial business combination with Scage International Limited and its subsidiaries. The Special Meeting is now set for February 27, 2025. This delay allows additional time for Scage International to secure necessary listing approvals from the China Securities Regulatory Commission, a prerequisite for completing the business combination. The deadline for shareholders to submit their shares for redemption in connection with the business combination has also been extended to February 25, 2025. Shareholders who wish to withdraw redemption requests may do so prior to the Special Meeting.

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Form Type: 8-K

Filing Date: 2025-01-28

Corporate Action: Merger

Type: Update

Accession Number: 000149315225003920

Filing Summary: On January 27, 2025, Finnovate Acquisition Corp. announced a postponement of its Special Meeting of Shareholders set to approve its proposed initial business combination with Scage International Limited and its subsidiaries. This meeting is now rescheduled for 10:00 a.m. on February 27, 2025. The delay is to provide additional time for Scage International to secure necessary listing approvals from the China Securities Regulatory Commission, a condition for completing the Business Combination. Consequently, the deadline for holders of Finnovate’s Class A ordinary shares to submit requests for redemption has been extended to 5:00 p.m. on February 25, 2025. Shareholders can withdraw redemption requests prior to the Special Meeting or as determined by Finnovate.

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Form Type: DEFM14A

Filing Date: 2025-01-06

Corporate Action: Merger

Type: New

Accession Number: 000121390025001247

Filing Summary: Finnovate Acquisition Corp. has obtained unanimous approval from its board of directors for a Business Combination Agreement with Scage International Limited and other subsidiaries, set to be executed in two sequential mergers. The first merger involves Merger Sub I merging with Scage International, making it a wholly-owned subsidiary of the new parent company, PubCo. Following that, Finnovate will merge into Merger Sub II, making it, too, a wholly-owned subsidiary of PubCo. The business combination results in conversion of shares from Finnovate and Scage International into PubCo Ordinary Shares, with a comprehensive plan for stock conversion detailed according to the Exchange Ratio specified in the Business Combination Agreement. Financial evaluations suggested an enterprise value of US$800 million for Scage International in this merger. Fairness opinions reflected the financial viability for Finnovate's shareholders. The completion of this combination hinges on shareholder approval and regulatory confirmations, especially related to compliance with PRC regulations. There are risks associated with the ability to conduct overseas offerings, particularly for businesses conducted in jurisdictions like China, which could significantly affect the operations and securities valuations post-merger. The document also outlines the implications for shareholders, including expected changes in stock listings and potential deregulatory actions under U.S. securities laws.

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