UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
SunCar Technology Group Inc.
(Exact name of registrant as specified in its charter)
| Cayman Islands | Not applicable | |
| (State
or other jurisdiction of incorporation or organization) |
(I.R.S.
Employer Identification No.) |
c/o
Shanghai Feiyou Trading Co., Ltd. Jing’an
District, Shanghai |
200072 | |
| (Address of principal executive offices) | (Zip Code) |
Securities to be registered pursuant to Section 12(b) of the Act:
| Title of each class to be so registered | Name of each exchange on which each class is to be registered | |
| Class A Ordinary Shares, $0.0001 par value per share | The NASDAQ Capital Market | |
| Warrants, each exercisable for one-half of one Class A Ordinary Share at an exercise price of $11.50 per full share | The NASDAQ Capital Market |
If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. ☒
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. ☐
If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ☐
Securities Act registration statement or Regulation A offering statement file number to which this form relates: 333-269295
Securities to be registered pursuant to Section 12(g) of the Act: None
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant’s Securities to be Registered.
The securities to be registered hereby are the Class A ordinary shares, par value of $0.0001 per share (the “Class A Ordinary Shares”) and warrants, each entitling the holder thereof to purchase one-–half of one Class A Ordinary Shares at an exercise price of $11.50 per full share (the “Warrants”), of SunCar Technology Group Inc., a Cayman Islands exempted company (the “Company”).
The description of the Class A Ordinary Shares and Warrants contained in the section entitled “Description of Pubco’s Securities” in the proxy statement/prospectus included in the Company’s Registration Statement on Form F-4 (File No. 333-269295) originally filed with the Securities and Exchange Commission (the “SEC”) on January 18, 2023, as amended, supplemented or otherwise modified from time to time and was declared effective by the SEC on March 30, 2023 (the “Registration Statement”), to which this Form 8-A relates, is incorporated herein by reference. Any form of prospectus or prospectus supplement to the Registration Statement that includes such descriptions and that is subsequently filed is also incorporated by reference herein.
Item 2. Exhibits.
Under the “Instructions as to Exhibits” section of Form 8-A, no exhibits are required to be filed because no other securities of the Registrant are to be registered on The Nasdaq Capital Market and the securities to be registered hereby are not being registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended.
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.
| Date: May 17, 2023 | ||
| SunCar Technology Group Inc. | ||
| By: | /s/ Yongsheng Liu | |
| Name: | Yongsheng Liu | |
| Title: | Director | |
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