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United States securities and exchange commission logo
October 26, 2022
Yongsheng Liu
Chief Executive Officer
SunCar Technology Group Inc.
c/o Shanghai Feiyou Trading Co., Ltd.
Suite 209, No. 656 Lingshi Road
Jing an District, Shanghai, 200072
People s Republic of China
Re: SunCar Technology
Group Inc.
Amendment No. 2 to
Draft Registration Statement on Form F-4
Submitted October
11, 2022
CIK No. 0001936804
Dear Yongsheng Liu:
We have reviewed your amended draft registration statement and
have the following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
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 our comments apply 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 these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Amendment No. 2 to Draft Registration Statement on Form F-4 Submitted
October 11, 2022
Cover Page
1. We note your response
to comment 1 and we reissue. Your corporate structure as a
Cayman Islands holding
company with operations primarily conducted by its subsidiaries
in China involves
unique risks to investors. Please revise to acknowledge this risk.
Regulatory Approvals, page 20
2. We note your amended
disclosure in response to comment 6. Please revise to discuss
more fully the
permissions and approvals required to operate your business. In this
Yongsheng Liu
SunCar Technology Group Inc.
October 26, 2022
Page 2
regard, we note your statement that "as advised by our PRC counsel,
our PRC Operating
Entities have obtained all permissions and approvals required for our
operations under the
relevant PRC laws and regulations in the PRC." Please revise to state
whether this
statement applies to the holding company as well. Finally, we note
that you deleted the
following statement "[a]s of the date of this prospectus, we are not
denied any permissions
or approvals that we and our subsidiaries are required to obtain from
Chinese authorities
to operate our business." Please revise to state affirmatively whether
any permissions or
approvals have been denied to you or your PRC Operating Entities.
Risk Factors
"The approval of the China Securities Regulatory Commission may be required ...
", page 55
3. We note your response to comment 10. However it does not appear that
you have revised
the risk factors regarding CSRC and CAC oversight to explicitly state
whether you
or your subsidiaries are covered by permissions requirements from the
CSRC, CAC, or
any other governmental agency that is required to approve your
operations, and to state
affirmatively whether you have received all requisite permissions or
approvals and
whether any permissions or approvals have been denied. To the extent
you conclude no
permissions or approvals are required or are applicable, please
discuss the basis for these
conclusions and disclose whether an opinion of counsel was obtained.
Material U.S. Federal Income Tax Consequences, page 87
4. We note your response to comment 15. Please revise to remove all
language stating that
the information in this section is a "general discussion" and
"summary" or that "it should
not be construed as tax advice." With respect to your statements
regarding tax advisors,
you may recommend that investors consult their own tax advisors or
counsel, particularly
with respect to the personal tax consequences of the investment, which
may vary for
investors in different tax situations; however, you may not advise
that investors should
consult their own tax advisors as to the consequences of the
transactions. Please refer to
Section III.D.1 of Staff Legal Bulletin 19.
U.S. Federal Income Tax Consequences of the Acquisition Merger to U.S. Holders,
page 90
5. We note your response to comment 14 and reissue. Please revise this
section to address
the material federal income tax consequences to investors of the
Acquisition Merger. We
note that a description of the law does not satisfy the requirement to
provide an opinion on
the material federal income tax consequences of the transaction. Refer
to Section III.C.2
of Staff Legal Bulletin No. 19. In this regard, we note the phrase in
the second paragraph
"[i]f the Acquisition Merger qualifies as a 'reorganization' within the
meaning of section
FirstName LastNameYongsheng Liu
368 of the Code ... ." Company counsel should provide a "will,"
"should," or "more likely
Comapany
than NameSunCar Technology
not" opinion with Group
respect to Inc.
the material tax consequences of the
transaction. Refer
Octoberto26,
Section
2022 III.C.4
Page 2 of Staff Legal Bulletin No. 19. Please revise
accordingly.
FirstName LastName
Yongsheng Liu
FirstName LastNameYongsheng
SunCar Technology Group Inc. Liu
Comapany
October 26,NameSunCar
2022 Technology Group Inc.
October
Page 3 26, 2022 Page 3
FirstName LastName
Auto Services Group Limited Unaudited Financial Statements
Note 3. Discontinued Operations, page F-64
6. You disclose the transfer of the total equity of Shengda Group at a
nominal consideration
of RMB1 to an affiliate of Mr. Ye Zaichang due to the net liability
position of Shengda
Group as of the transfer date. However, it appears there was a RMB282
million ($42,000)
payable owed to Shengda Group for the transfer of SUNCAR Online as
disclosed in Note
11. Please clarify how you accounted for the related party payables
due to Shengda
Group that was previously eliminated upon consolidation in connection
with the transfer
of the equity of the Shengda Group. If it was not included in the
transfer of the equity in
the Shengda Group, please explain why.
You may contact Tony Watson at (202) 551-3318 or Linda Cvrkel at (202)
551-3813 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Cara Wirth at (202) 551-7127 or Donald Field at (202) 551-3680 with any
other
questions.
Sincerely,
Division of
Corporation Finance
Office of Trade &
Services
cc: Giovanni Caruso, Esq.