Finnovate Acquisition (FNVTF) 425Business combination disclosure

Filed by Scage Future and Scage International Limited

Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed

pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended

Subject Company: Finnovate Acquisition Corp.

Commission File No.: 001-41012

Date: August 21, 2023

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 21, 2023

FINNOVATE ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

+86 131-2230-7009

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01 Regulation FD Disclosure

On August 21, 2023, Finnovate Acquisition Corp., a Cayman Islands exempted company (“Finnovate”), issued a press release announcing the execution of a Business Combination Agreement (the “Business Combination Agreement”) providing for the business combination (the “Business Combination”) of Finnovate and Scage International Limited, a Cayman Islands company engaged in the business of providing renewable energy solutions for the commercial vehicle and logistics industry by developing hybrid, electric and hydrogen powered vehicles and vehicle components (“Scage”). Pursuant to the Business Combination Agreement, each of Finnovate and Scage will merge with newly formed subsidiaries of Scage Future, a Cayman Islands company (“Pubco”), which will serve as the parent company of each of Finnovate and Scage following the consummation of the Business Combination. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Forward-Looking Statements

The information in this Current Report on Form 8-K includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “may,” “will,” “expect,” “continue,” “should,” “would,” “anticipate,” “believe,” “seek,” “target,” “predict,” “potential,” “seem,” “future,” “outlook” or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements include, but are not limited to, statements regarding estimates and forecasts of financial and performance metrics and projections of market opportunity and market share; references with respect to the anticipated benefits of the proposed Business Combination and the projected future financial performance of Finnovate and Scage’s operating companies following the proposed Business Combination; changes in the market for Scage’s products and services and expansion plans and opportunities; Scage’s ability to successfully execute its expansion plans and business initiatives; ability for Scage to raise funds to support its business; the sources and uses of cash of the proposed Business Combination; the anticipated capitalization and enterprise value of the combined company following the consummation of the proposed Business Combination; the projected technological developments of Scage and its competitors; ability of Scage to control costs associated with operations; the ability to manufacture efficiently at scale; anticipated investments in research and development and the effect of these investments and timing related to commercial product launches; and expectations related to the terms and timing of the proposed Business Combination. These statements are based on various assumptions, whether or not identified in this press release, and on the current expectations of Scage’s and Finnovate’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of Scage and Finnovate. These forward-looking statements are subject to a number of risks and uncertainties, including the occurrence of any event, change or other circumstances that could give rise to the termination of the Business Combination Agreement; the risk that the Business Combination disrupts current plans and operations as a result of the announcement and consummation of the transactions described herein; the inability to recognize the anticipated benefits of the Business Combination; the ability to obtain or maintain the listing of the Pubco’s securities on The Nasdaq Stock Market, following the Business Combination, including having the requisite number of shareholders; costs related to the Business Combination; changes in domestic and foreign business, market, financial, political and legal conditions; risks relating to the uncertainty of certain projected financial information with respect to Scage; Scage’s ability to successfully and timely develop, manufacture, sell and expand its technology and products, including implement its growth strategy; Scage’s ability to adequately manage any supply chain risks, including the purchase of a sufficient supply of critical components incorporated into its product offerings; risks relating to Scage’s operations and business, including information technology and cybersecurity risks, failure to adequately forecast supply and demand, loss of key customers and deterioration in relationships between Scage and its employees; Scage’s ability to successfully collaborate with business partners; demand for Scage’s current and future offerings; risks that orders that have been placed for Scage’s products are cancelled or modified; risks related to increased competition; risks relating to potential disruption in the transportation and shipping infrastructure, including trade policies and export controls; risks that Scage is unable to secure or protect its intellectual property; risks of product liability or regulatory lawsuits relating to Scage’s products and services; risks that the post-combination company experiences difficulties managing its growth and expanding operations; the uncertain effects of the COVID-19 pandemic and certain geopolitical developments; the inability of the parties to successfully or timely consummate the proposed Business Combination, including the risk that any required shareholder or regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the combined company or the expected benefits of the proposed Business Combination; the outcome of any legal proceedings that may be instituted against Scage, Finnovate, Pubco or others following announcement of the proposed Business Combination and transactions contemplated thereby; the ability of Scage to execute its business model, including market acceptance of its planned products and services and achieving sufficient production volumes at acceptable quality levels and prices; technological improvements by Scage’s peers and competitors; and those risk factors discussed in documents of Pubco and Finnovate filed, or to be filed, with the SEC. If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that neither Finnovate nor Scage presently know or that Finnovate and Scage currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect Finnovate’s, Pubco’s and Scage’s expectations, plans or forecasts of future events and views as of the date of this press release. Finnovate, Pubco and Scage anticipate that subsequent events and developments will cause Finnovate’s, Pubco’s and Scage’s assessments to change. However, while Finnovate, Pubco and Scage may elect to update these forward-looking statements at some point in the future, Finnovate, Pubco and Scage specifically disclaim any obligation to do so. Readers are referred to the most recent reports filed with the SEC by Finnovate. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made, and we undertake no obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise.

Additional Information

Pubco intends to file with the SEC a Registration Statement on Form F-4 (as may be amended, the “Registration Statement”), which will include a preliminary proxy statement of Finnovate and a prospectus in connection with the proposed Business Combination involving Finnovate, Pubco, Hero 1, Hero 2 and Scage pursuant to the Business Combination Agreement. The definitive proxy statement and other relevant documents will be mailed to shareholders of Finnovate as of a record date to be established for voting on Finnovate’s proposed Business Combination with Scage. SHAREHOLDERS OF FINNOVATE AND OTHER INTERESTED PARTIES ARE URGED TO READ, WHEN AVAILABLE, THE PRELIMINARY PROXY STATEMENT, AND AMENDMENTS THERETO, AND THE DEFINITIVE PROXY STATEMENT IN CONNECTION WITH FINNOVATE’S SOLICITATION OF PROXIES FOR THE SPECIAL MEETING OF ITS SHAREHOLDERS TO BE HELD TO APPROVE THE BUSINESS COMBINATION BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT FINNOVATE, SCAGE, PUBCO AND THE BUSINESS COMBINATION. Shareholders will also be able to obtain copies of the Registration Statement and the proxy statement/prospectus, without charge, once available, on the SEC’s website at www.sec.gov or by directing a request to Finnovate by contacting its Chief Financial Officer, Wang Chiu (Tommy) Wong, c/o Finnovate Acquisition Corp., 20 Genesis Close, George Town, The White House, Grand Cayman, KY1 1208, Cayman Islands, at +852 6290-1860 or at tomwg98@gmail.com.

Participants in The Solicitation

Pubco, Finnovate, Scage, and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of Finnovate in connection with the Business Combination. Information regarding the officers and directors of Finnovate is set forth in Finnovate’s information statement on Schedule 14F-1, which was filed with the SEC on May 19, 2023. Additional information regarding the interests of such potential participants will also be included in the Registration Statement on Form F-4 (and will be included in the definitive proxy statement/prospectus for the Business Combination) and other relevant documents filed with the SEC.

No Offer Or Solicitation

This Current Report on Form 8-K is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

Item 9.01. Financial Statements and Exhibits.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: August 21, 2023