View:
United States securities and exchange commission logo
March 16, 2023
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
Registration Statement on Form F-4
Filed March 9, 2023
File No. 333-269295
Dear Yongsheng Liu:
We have reviewed your amended 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 amending your registration
statement and providing the
requested information. 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 any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our March
7, 2023 letter.
Amendment No. 2 to Registration Statement on Form F-4 Filed March 9,
2023
Q: What is the effect of the GEM Purchase Agreement?, page 12
1. We note your revised
disclosure in response to comment 1, including your statement that
"[s]ince SunCar
controls the timing, quantity, as well as the threshold price (the lowest
price at which SunCar
may sell its shares) of each draw down, SunCar fully controls the
impact on the prices of
its ordinary shares in case of draw downs under the GEM Purchase
Agreement, and can
limit the negative price impact to any extent it requires." Please
revise to acknowledge
that a negative price impact is a possible result under the GEM
Purchase Agreement and
remove the disclosure that you are able to "fully control" and
Yongsheng Liu
SunCar Technology Group Inc.
March 16, 2023
Page 2
"limit" any such negative price impact.
Prospectus Summary
Regulatory Approvals, page 20
2. We note your disclosure regarding the regulatory updates on February 17,
2023 and
February 24, 2023. Please revise as follows:
With respect to the Trial Measures, please elaborate on the type
of sanctions that you
might be subject to (quantify such sanctions if possible) and
disclose who and/or
which entity(ies) would be subject to such sanctions.
Please disclose whether your offering is effectively contingent
upon complying with
the Trial Measures and receiving CSRC approval. If it is not, please
explain the
consequences of listing and being declared effective and then
subsequently failing to
comply with the Trial Measures and/or being denied CSRC approval.
Please revise to
quantify any fines, penalties, or sanctions, and clarify who or
which entity(ies) would
be subject to such fines, penalties, or sanctions. If delisting is a
potential
consequence, please revise to state as much, disclose the impact on
the value of your
shares, and update your risk factor on pages 52-53 to reflect all
material risks to
investors.
Recent Developments
Nasdaq Deficiency Notice, page 28
3. Please revise to disclose the current number of Goldenbridge public
holders.
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,
FirstName LastNameYongsheng Liu
Division of
Corporation Finance
Comapany NameSunCar Technology Group Inc.
Office of Trade &
Services
March 16, 2023 Page 2
cc: Giovanni Caruso, Esq.
FirstName LastName