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United States securities and exchange commission logo
March 7, 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. 1 to
Registration Statement on Form F-4
Filed February 24,
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
February 2, 2023 letter.
Amendment No. 1 to Registration Statement on Form F-4 Filed February 24,
2023
Questions and Answers about the Business Combination and the
Extraordinary General Meeting
Q: What is the effect of the GEM Purchase Agreement?, page 12
1. We note your amended
disclosure in response to comment 7 and we reissue it in part. In
the answer to this
Question and in the Risk Factor on page 72, please revise to quantify
the number of
securities that may be issued under the GEM Purchase Agreement and any
possible negative
impact on future stock prices as a result.
Yongsheng Liu
FirstName LastNameYongsheng
SunCar Technology Group Inc. Liu
Comapany
March NameSunCar Technology Group Inc.
7, 2023
March2 7, 2023 Page 2
Page
FirstName LastName
Summary of the Proxy Statement/Prospectus
Regulatory Approvals, page 20
2. We note your amended disclosure regarding the Provisions on
Strengthening
Confidentiality and Archives Administration of Overseas Securities
Offering and Listing
by Domestic Companies, or the Confidentiality and Archives Provisions,
announced on
February 24, 2023. Please revise to discuss in detail:
the provisions, including whether the provisions apply beyond
the initial issuance and
listing period;
the applicability of the provisions to you and your
subsidiaries;
the compliance requirements, and if those requirements are
currently uncertain,
please state as much; and
the risks of non-compliance.
Additionally, please revise to define "work manuscripts" and provide
examples of such
documents that might be generated by securities companies and
securities service
institutions. Please also name the "competent authorities" that are
required to approve the
work manuscripts and describe the relevant "approval procedures" that
must be followed
in order to transfer such documents outside of the PRC. If you already
have the relevant
confidentiality and archives management systems in place, please
revise to state as much.
Unaudited Pro Forma Condensed Combined Balance Sheet, page 164
3. Please revise to put footnote (2) next to the pro forma adjustments
decreasing amounts
due to related party, current, and note payable to related party.
Unaudited Pro Forma Condensed Combined Statement of Operations
For the Six Months Ended December 31, 2022, page 165
4. It appears that adjustment (1) decreasing general and administrative
expenses for the six
months ended December 31, 2022 by $575,000 should not be included in
your pro forma
statement of operations for this period. This adjustment has already
been included as a
pro forma adjustment in the unaudited pro forma condensed statement of
operations for
the year ended June 30, 2022 and footnote (1) on page 169 indicates
that these are costs
that will be expensed upon the closing of the business combination, as
if it occurred on
July 1, 2021, and are non-recurring. Please revise or advise.
Consolidated Financial Statements of Auto Services Group Inc., page F-1
5. Since this is an initial registration of Suncar's Class A ordinary
shares, please update to
include audited financial statements for Auto Services Group Inc. for
the year ended
December 31, 2022. Alternatively, please provide as an exhibit to your
filing, a
Yongsheng Liu
SunCar Technology Group Inc.
March 7, 2023
Page 3
representation by management that this entity is not required to comply
with the 12-month
requirement in any other jurisdiction outside the United States and that
complying with
the 12-month requirement is impracticable or involves undue hardship.
Refer to the
Instructions to Item 8.A.4 of Form 20-F.
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 7, 2023 Page 3
cc: Giovanni Caruso, Esq.
FirstName LastName