View:
United States securities and exchange commission logo
February 2, 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.
Registration
Statement on Form F-4
Filed January 18,
2023
File No. 333-269295
Dear Yongsheng Liu:
We have reviewed your 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.
Registration Statement on Form F-4 filed January 18, 2023
Cover Page
1. We note your statement
that "[a]s of [], 2022, there was approximately $[] in
Goldenbridge s trust
account." Please disclose whether Goldenbridge converted all of the
assets held in the
Trust Account into cash on or about October 28, 2022, as disclosed in its
proxy statement filed
on October 21, 2022. If not, disclose why not.
Q: After redemptions, how many shares will be outstanding?, page 9
2. Please revise the table
to include the exercise and conversion of all securities, including
the shares underlying
the GBRG public warrants and private warrants, the unit purchase
Yongsheng Liu
SunCar Technology Group Inc.
February 2, 2023
Page 2
option held by Maxim, and the earn-out shares, as well as the GEM
Shares and GEM
Warrant Shares. Additionally, we note that the Question and Answer on
page 10
captioned "Q: Will I experience dilution as a result of the Business
Combination" details
additional sources of dilution, i.e. underwriting fee payable to Maxim
and certain
promissory notes. Please revise as applicable.
Q: Will I experience dilution as a result of the Business Combination?, page 10
3. Please name the "other financial advisor" that will receive 160,000
PubCo Class A
Ordinary Shares as compensation for its financial advisory service in
connection with the
Business Combination.
Regulatory Approvals, page 20
4. We note your disclosure that you applied for a cybersecurity review
with respect to the
proposed listing pursuant to the Measures for Cybersecurity Review
(2021) and received a
notice from CAC confirming a cybersecurity review was not required for
such listing.
Please revise to discuss in greater detail when you submitted your
application and when
CAC confirmed a cybersecurity review was not required.
5. We note your amended disclosure with respect to your CAC review and
notice from the
CAC confirming that a cybersecurity review is not required for
listing. However, we also
note that you have removed disclosure related to considerations and
oversight of the
CAC. Please revise to include such disclosure and describe the reasons
that you decided
to apply for CAC review.
SunCar Share Subscription Facility, page 28
6. Please elaborate on the terms of the SunCar Share Subscription
Facility by providing:
an example of the price per share that GEM would pay using
current trading prices;
the number of shares currently equal to 3.3% of the total
equity interests currently
outstanding; and
the current price of Goldenbridge shares, as compared to the
exercise price of the
GEM Warrants.
Risk Factors
"Goldenbridge shareholders will experience immediate dilution ... .", page 72
7. Please revise here or add another risk factor to reflect the amount of
future dilution that
FirstName LastNameYongsheng Liu
shareholders may experience as a result of the SunCar Share Subscription
Facility and any
Comapany NameSunCar
possible Technology
negative impact Group
on future Inc.prices. Please add a Question
and Answer to
stock
discuss
February thePage
2, 2023 same.2
FirstName LastName
Yongsheng Liu
FirstName LastNameYongsheng
SunCar Technology Group Inc. Liu
Comapany2,NameSunCar
February 2023 Technology Group Inc.
February
Page 3 2, 2023 Page 3
FirstName LastName
Selected Historical Financial Information of Goldenbridge, page 151
8. Please revise to include selected financial information for
Goldenbridge for the three
months ended September 30, 2022 and 2021 consistent with the financial
statements
included elsewhere in the registration statement.
General
9. Please update your disclosure regarding the December 29, 2022
amendments to the
Holding Foreign Companies Accountable Act and related statues and
regulations. In this
regard, please disclose that the number of "non-inspection years" has
decreased from three
years to two years, and thus, has reduced the time before your
securities may be prohibited
from trading or delisting.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
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.