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Finnovate Acquisition Corp. *

Finnovate Acquisition Corp. *

Oct 15, 2021 by Anthony Sozzi

PROPOSED BUSINESS COMBINATION: Scage International Limited 

ENTERPRISE VALUE: TBD
ANTICIPATED SYMBOL: TBD

Finnovate Acquisition Corp. entered into a definitive Business Combination Agreement with Scage International Limited

  • Scage is a zero-emission solution provider focused on new energy heavy-duty commercial vehicles and e-fuel solutions.
  • Scage is engaged in the design, testing and commercialization of new energy heavy-duty commercial vehicles for logistics, mining, and port transportation uses.

EXTENSION – 11/12/24 – LINK

  • The SPAC approved the extension from November 8, 2024 to May 8, 2025.
    • 1,383,214 shares were redeemed.
    • $0.05/Share per month will be deposited into the trust account.

SUBSEQUENT EVENT – 6/18/24 – LINK

Amendment to Business Combination Agreement

  • Merger consideration was reduced from $1 billion to $800 million.
  • The establishment of an American depositary share (“ADS”) facility by the Pubco so that the ordinary shares to be issued by Pubco pursuant to the Business Combination Agreement may be represented by ADSs;
  • Extension of the deadline for the Reorganization (as defined in the Business Combination Agreement) from September 30, 2023 to July 20, 2024; and
  • The Outside Date was extended from February 29, 2024 to October 31, 2024.

EXTENSION – 5/8/24 – LINK

  • The SPAC approved the extension from May 8, 2024 to November 8, 2024.
    • 2,374,826 shares were redeemed.
    • $37.5K per month will be deposited into the trust account.

TRANSACTION

  • The transaction represents a post-combination valuation of $1.0 billion for Scage upon closing of the Business Combination.
    • Merger consideration was reduced from $1 billion to $800 million. – LINK
  • The boards of directors or similar governing bodies of Scage and Finnovate have approved the proposed Business Combination.
  • Scage’s Founder and Chairman, Chao Gao, is expected to continue to lead Pubco after the closing of the Business Combination.
  • The establishment of an American depositary share (“ADS”) facility by the Pubco so that the ordinary shares to be issued by Pubco pursuant to the Business Combination Agreement may be represented by ADSs;

SPAC FUNDING

  • The SPAC has not entered into a funding agreement to date.

LOCK-UP

  • Company and Sponsor:
    • Each Key Shareholder agreed not to transfer nor sell their shares, during the period commencing from the Closing Date and ending on:
      • (A) the 6-month anniversary of the Closing Date with respect to 40% of the restricted securities and
      • (B) the 36-month anniversary of the Closing Date with respect to the remaining 60% of the restricted securities.

NOTABLE CONDITIONS TO CLOSING

  • Finnovate and Scage shareholder approvals
  • The cash proceeds from the PIPE Investment must be at least an aggregate of $15,000,000

NOTABLE CONDITIONS TO TERMINATION

  • The Business Combination Agreement may be terminated at any time prior to the Closing by either Finnovate or the Company if the Closing does not occur by February 29, 2024.
    • The Outside Date was extended from February 29, 2024 to October 31, 2024. – LINK

ADVISORS

  • Scage Advisors:
    • Wilson Sonsini Goodrich & Rosati, Jingtian & Gongcheng and Ogier are serving as legal advisors
  • Finnovate Advisors:
    • Ellenoff Grossman & Schole LLP is serving as legal advisor

EXTENSION – 5/12/23 – LINK

  • The SPAC approved the extension from May 8, 2023 to May 8, 2024.
    • 12,626,668 shares were redeemed.
    • $100K per month will be deposited into the trust account.

SUBSEQUENT EVENT – 5/3/23 – LINK

  • Finnovate Acquisition Corp has agreed to a deal with Finnovate Sponsor LP and Sunorange Limited.
  • Sunorange Limited will acquire a stake in the Sponsor and certain Class B ordinary shares.
    • Sunorange Limited will receive 3,557,813 Class B ordinary shares and 6,160,000 private placement warrants.
  • The Company will undergo a change in management and board, with new officers and directors designated by Sunorange Limited.
    • Calvin Kung was appointed as Chairman of the Board and CEO
    • Tommy Chiu Wang Wong was appointed as CFO and director.

MANAGEMENT & BOARD

Executive Officers

Calvin Kung, 38 [Appointed 5/8/23]
Chairman of the Board and Chief Executive Officer

Mr. Kung recently served as a senior director at GDS Holdings Limited, a developer and operator of high-performance data centers in mainland China and Hong Kong from June 2020 to March 2023. During his tenure at GDS, Mr. Kung coordinated its secondary listing on the Hong Kong Stock Exchange, and the release of its sustainability strategy and inaugural ESG report. He assisted with other projects at GDS across operations, finance, legal and investor relations. From February 2017 to June 2020, Mr. Kung was director at RADII, a media and entertainment platform. Prior to joining RADII, Mr. Kung worked as a corporate attorney in Beijing and New York with a focus on capital markets. He began his career in credit research at Goldman Sachs & Co. in New York. Mr. Kung received a bachelor’s degree from Duke University and Juris Doctor from Northwestern University. We believe he is well qualified to serve as a director due to his extensive industry, investment research, financial market and related experience.

Wang Chiu Wong, 49 [Appointed 5/8/23]
Chief Financial Officer and Director

Wang (Tommy) Chiu Wong is a seasoned finance and investment professional with more than 20 years of experience. Since November 2012, Mr. Wong has worked at Yitian Group in various roles, and most recently as a vice president with responsibility for urban renewal projects. During his tenure, Mr. Wong led negotiations with numerous stakeholders and overseen various managerial finance and property management functions. From August 2004 to October 2012, he worked at Safe Chemical, a Hong Kong-based chemicals company, as general manager. Mr. Wong was also a business development manager at iiLcorp Limited, a communications firm from January 2003 to August 2004. Mr. Wong received his Bachelor of Science degree from the Chinese University of Hong Kong and was a visiting student at the University California, Los Angeles. He received a Master of Public Affairs from Indiana University with a concentration in Information Systems and Public Finance. We believe he is well qualified to serve as a director due to his extensive managerial finance related experience.

David Gershon, 56 [Resigned 5/8/23]
Chairman of the Board and Chief Executive Officer

Professor Gershon was appointed as a professor at the business school of the Hebrew University of Jerusalem in 2017. In 2018, Prof. Gershon founded the Gershon Fintech Center at the Hebrew University of Jerusalem. Mr. Gershon serves as a director of Gershon Capital Ltd. (since 2010). Prof. Gershon is the founder and served as the Chief Executive Officer of SuperDerivatives Inc., a cloud-based real time market data company that provides derivatives technology and valuation services for the financial and commodity markets, from 1999 until 2014 when it was sold to the Intercontinental Exchange. Prior to that, from 1998 to 2000, Prof. Gershon served as Global Head of Exotic Options at Barclays Capital at their London headquarters. Early in his career, Prof. Gershon worked at Barclays Capital New York from 1997 to 1998 and at Deutsche Bank New York from 1994 to 1996. Prof. Gershon has received numerous awards, including CEO of the Year by Acquisition International in 2016. He was also ranked among the top 50 most influential people in financial technology by the Institutional Investor magazine in each year from 2004 to 2015. Professor Gershon holds a B.Sc in Physics and Mathematics from Tel Aviv University, M.Sc in Physics from the Weizman Institute, MBA in Finance from the Tel Aviv University, Ph.D in Physics from the Tel Aviv University and M.Sc in Finance from Kellog School of Management.

Ron Golan, 56 [Resigned 5/8/23]
Director and Chief Financial Officer

Mr. Golan has more than twenty years of experience in investment banking and capital markets. Mr. Golan serves as a director of GCM Capital LTD (since April 2019), GCM Advisors LTD (since April 2019) and as a Trustee of the British Friends of Kishorit, a UK charity (since November 2019). From 2017 to 2019, Mr. Golan was a Managing Director at VTB Capital Plc, based in London with responsibility for coverage of Israel and Africa. From 2013 to 2015, Mr. Golan was global co-head of investment banking at Renaissance Capital, based in London, where he helped develop the firm’s international business. Prior to that, from 1997 to 2012, Mr. Golan worked for Morgan Stanley as a member of the Morgan Stanley real estate funds and private equity investment teams before serving as the head of investment banking and capital markets at Morgan Stanley for Israel, Central and Eastern Europe, and Africa. Mr. Golan holds an MBA from Harvard Business School.

Jonathan Ophir, 44 [Resigned 5/8/23]
Chief Investment Officer

Mr. Ophir is an seasoned investment professional, with more than fifteen years of international experience in investment management, mergers and acquisitions, finance and law. Mr. Ophir is currently the CEO of Finova Capital, a hedge fund he founded in 2019 that specializes in digital assets and blockchain technology investments. Mr. Ophir also currently serves as a director of TrafficPoint, a company focused on consumer decision-making processes by interacting with relevant products and services platforms. Prior to founding Finova Capital, Mr. Ophir served in a variety of positions at Altshuler Shaham Investment House, a leading $75 billion Israeli asset manager, from February 2013 until March 2019, including head of the credit division, investment committee member, credit committee member and board member. Mr. Ophir also served as Executive Vice President at the U.S. real estate group of Kushner Companies from January 2020 until June 2021, as VP of Investments at Origo Investments G.P. an Israeli private equity/debt fund from March 2010 until January 2013, as an investment banker for Raymond James Financial, a publicly traded company on the NYSE (NYSE: RJF), from September 2008 until October 2009, and as a lawyer for Paul Weiss Rifkind, Wharton & Garrison LLP in New York City from September 2005 until August 2008. Mr. Ophir holds a LL.M. in law and Executive M.B.A. from New York University, and an LL.B. in law and B.A. in economics from Tel- Aviv University. Mr. Ophir is admitted to practice law in both Israel and New York State Bar.

Uri Chaitchik, 51 [Resigned 5/8/23]
Senior Consultant

Mr. Chaitchik is an entrepreneur and investor with twenty five years of experience in the high-tech, real estate, shipping and upscale art markets. Mr. Chaitchik has served as Chief Executive Officer of Netivim ASP Ltd., a real estate company listed on the Tel Aviv Stock Exchange, since 1999Mr. Chaitchik is currently the Chairman of the Board of Directors of TrafficPoint. Mr. Chaitchik also serves as a director of Aiola, a virtual advisor for sales teams utilizing dialogue systems (WhatsApp/Teams/Slack) focused on obtaining AI driven insights to improve key performance indicators.

Board of Directors

Chunyi Hao, 63 [Appointed 5/8/23]
Director 

Chunyi (Charlie) Hao is a founding partner and has been a managing director of East Stone Capital Limited, a private equity firm focusing on emerging industries, since October 2017. He served as chief executive officer and president of Shandong Haizhishe Energy Engineering Co., Ltd., a solar and wind engineering company in China, and was in charge of the daily operations and business development of the company from December 2015 to March 2019. Prior to that, Mr. Hao was an investment officer of Shanghai Guxin Investment Limited, a firm engaging in the investment of solar farms across China, from 2014 to June 2015. He served as chief financial officer at Delphi Automotive Corp (Saginaw Steering System) (“Delphi”) of General Motors Inc., overseeing joint venture operation across China and Asia Pacific from 1995 to 1998. Mr. Hao is an independent director of Cogobuy Group PLC (HKSE: 0400.HK), an e-commerce platform and distributor for electronic goods in China. He served as chief executive officer and director at China Fundamental Acquisition Corporation and a board director and president of China operations at Asia Automotive Acquisition Corporation, two SPACs in 2008 and 2005, respectively. Most recently, Mr. Hao served as Chairman of the Board and Chief Financial Officer of East Stone Acquisition Corporation from August 2018 through November 2022, when it completed its business combination with NWTN, Inc. (Nasdaq: NWTN). Mr. Hao received his Bachelor’s degree in French from Beijing Language and Culture University, a Master of Arts degree from the University of Notre Dame and an MBA degree from Pace University. Mr. Hao is well qualified to serve as a director due to his extensive experience with SPACs, as well as his expertise in management, finance and capital investments.

Tiemei Li, 56 [Appointed 5/8/23]
Director 

Tiemei (Sarah) Li has been an associate professor at Telfer School of Management, University of Ottawa since 2011. From February 1995 to August 2005, Ms, Li was a managing director at Guotai & Junan Securities Co. Ltd., an investment banking and securities firm in China. Prior to that, she served as an accountant for Mini Refrigerating Co. Ltd. from July 1991 to August 1992. Ms. Li received her Bachelor’s degree in management from HuaZhong University of Science & Technology, Master’s degree in Economics from Central University of Finance and Economics, a CPA from the Chinese Institute of Certified Public Accountants and a Ph.D in Accounting from Concordia University. Ms. Li is well qualified to serve as a director due to her financial and accounting expertise as well as her experience in management across various countries.

Sanjay Prasad, 59 [Appointed 5/8/23]
Director 

Sanjay Prasad has been the founder, chief executive officer and president of Global Business Dimensions Inc., a manufacturer, seller and distributor of PC components, semiconductor and consumer electronic products, since June 1994. Mr. Prasad also founded Cinemagic Entertainment, a home cinema and audio video installation company, in June 2006 and Buyonlineled.com, a seller of LED lighting products, in April 2017. Mr. Prasad is a member of the New Jersey District Export Council. Mr. Prasad has helped numerous companies export their products overseas providing guidance on financing, export license controls and help in marketing to Asia, Europe and Middle East. Mr. Prasad served as a director of East Stone Acquisition Corporation from February 2020 through November 2022, when it completed its business combination with NWTN, Inc. (Nasdaq: NWTN). Mr. Prasad received his Bachelor’s degree in industrial engineering from BIT India, Master’s degree in industrial engineering from Kansas State University and an MBA degree from Adelphi University. Mr. Prasad is well qualified to serve as a director due to his extensive experience in entrepreneurship and management across various countries.

Mitch Garber, 56 [Resigned 5/8/23]
Director 

Mr. Garber was CEO of Paysafe (formerly Optimal Payments), from 2003 to 2006, PartyGaming Plc / PartyBwin from 2006 to 2008 and Caesars Interactive Entertainment and Caesars Acquisition Company from 2009 to 2017. Under his leadership at Caesars, Mr. Garber purchased, developed and ultimately sold Playtika, an Israeli-based mobile games business. Mr. Garber is the Chairman of Invest in Canada (since 2018), the Canadian agency responsible for foreign investment in Canada. Mr. Garber also serves as a director of Rackspace Technology (since 2016), Aiola (since 2020), Shutterfly (since 2019), Fosun Fashion Group (since 2019), and Apollo Strategic Growth Capital (since 2021). He is also a director of Artisan Acquisition Corp. (since 2021) a blank check company like our company. From 2015 to 2020, Mr. Garber was the non-executive Chairman of Cirque du Soleil. Mr. Garber is a minority owner and executive committee member of the NHL Seattle Kraken. Mr. Garber holds a BA from McGill University, a JD and an honorary doctorate from the University of Ottawa and was awarded the prestigious Order of Canada in 2019.

Gustavo Schwed, 59 [Resigned 5/8/23]
Director 

Mr. Schwed is a professor of management practice at the Leonard N. Stern School of Business, New York University and a visiting professor at Princeton University. Mr. Schwed currently serves on the Board of Managers of Swarthmore College, where he is a member of the Finance, Development and Communications, Audit, and Investment Committees. Mr. Schwed is the Chairman of the Venture Capital and Private Equity Committee of Swarthmore’s Investment Committee, in charge of selection of private equity and venture capital managers for the College’s endowment. He also serves on the Board of Oliver Scholars, a provider of educational and support services to Black and Latino students from underserved New York City communities, where he is Treasurer and Chair of the Finance Committee. Prior to his academic career, Mr. Schwed had a 24-year career in the venture capital and private equity industries. From 2004 to 2012, Mr. Schwed was a partner and Managing Director at Providence Equity Partners, the world’s largest private equity firm specializing in media and telecommunications, where he, with over $40 billion of assets under management. Working in the London office of Providence Equity Partners, he was one of the partners responsible for the firm’s European business. While at Providence Equity Partners, Mr. Schwed led, among other deals, one of the largest leveraged buyouts in European history at the time. Mr. Schwed sat on the committee, responsible for the oversight of the firm’s portfolio of over fifty companies. From 1998 to 2004, Mr. Schwed was a Managing Director of Morgan Stanley Private Equity, where he launched and ran the firm’s Latin American private equity business and became the Chairman of the firm’s Global Emerging Markets Fund, Morgan Stanley’s vehicle for private equity investing in Latin America, Asia, and Central Europe. Mr. Schwed subsequently became one of three partners running Morgan Stanley’s European private equity business and a member of the investment committee. From 1995 to 1998, Mr. Schwed was an Executive Director at Bassini, Playfair + Associates (BPA). He began his post MBA career at the New York office of Sprout Group, the venture capital affiliate of Donaldson, Lufkin & Jenrette (DLJ) where he developed the firm’s practice in medical devices venture investing. Professor Schwed holds a BA with High Honors from Swarthmore College and an MBA from the Stanford University Graduate School of Business.

Nadav Zohar, 55 [Resigned 5/8/23]
Director 

Mr. Zohar is the Chairman of LRC Europe, a property and property technology company with €6 billion in assets under management. Since 2006, Mr. Zohar has been the ultimate beneficial owner of Impact Equity, an advisory and investment firm specializing in Israeli-related technology investing. Since joining Impact Equity, Mr. Zohar has advised it on several transactions including: an investment in Soluto Inc., which was sold to Asurian Inc. for approximately $130 million in 2013; an investment in REE Automotive, which became a public company in 2021 through a merger with blank check company 10X Capital (Nasdaq Ticker VCVC) for a combined value of about $3.1 billion in 2021; the sale of Eglue, a customer service technology company to Nice (Nasdaq Ticker NICE); and, the sale of Intellinx, an enterprise security technology company to Bottomline Inc. (Nasdaq Ticker EPAY). In addition, he advised XLMedia (London XLM) in pre-IPO and IPO matters and Delek Global Real Estate in its IPO on the AIM market in London. Mr. Zohar has also served as Chairman of Stoa inc, a property technology company based in Phoenix, Arizona, since 2017. Additionally, he currently serves on the Board of Allot Communications, a Nasdaq listed company based in Tel Aviv. Mr. Zohar has over 24-years of experience in the venture capital and investment banking industries. From 2014 to 2018, Mr. Zohar was the head of business development for Gett, a European ride hailing platform where he was responsible for the strategic partnership and $300 million fund raise from VW. From 2007 to 2008, Mr. Zohar served as COO of Delek Global Real Estate. Prior to that, from 1999 to 2006, Mr. Zohar was an Executive Director at Morgan Stanley responsible for building the investment banking business in Israel as part of the global technology team. While at Morgan Stanley, from 2005 to 2006, Mr. Zohar was part of the Morgan Stanley Private Equity coverage group which provided leveraged buyout advice to leading European private equity firms, a role he held after serving in the European Banking Operations Office from 2003 to 2005, working with the head of banking, Bob Bradway, to restructure the banking operation after the dot-com market crash in 2000. From 1996 to 1999, Mr. Zohar was a Vice President at Lehman Brothers International where he advised European Telecommunication companies on European wide consolidation efforts and investments. From 1991 to 1996, Mr. Zohar was an associate at Gouldens Solicitors (now Jones Day). Mr. Zohar holds a LLB with Honors from Reading University and a Master of Finance from the London Business School where he graduated with merit.

 

ByAnthony Sozzi