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United States securities and exchange commission logo
August 7, 2023
Zaichang Ye
Chief Executive Officer and Director
SunCar Technology Group Inc.
c/o Shanghai Feiyou Trading Co., Ltd.
Suite 209, No. 656 Lingshi Road
Jing an District, Shanghai, 200072
PRC
Re: SunCar Technology
Group Inc.
Registration
Statement on Form F-1
Filed July 24, 2023
File No. 333-273391
Dear Zaichang Ye:
We have limited our review of your registration statement to
those issues we have
addressed in our 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-1 filed July 24, 2023
Cover Page
1. We note your disclosure
on page 5 of your registration statement on Form F-4 (File No.
333-269295), declared
effective on March 30, 2023, that "[o]n November 23, 2022,
4,004,387 GBRG Ordinary
Shares were redeemed," thereby indicating that you have
1,745,613 public shares
currently outstanding, assuming that there were no additional
redemptions in
connection with the consummation of the business combination. We also
note that the 3,050,000
shares being registered by this registration statement will therefore
constitute a
considerable percentage of your public float. Revise your disclosure to
highlight the
significant negative impact sales of shares on this registration statement
Zaichang Ye
FirstName LastNameZaichang
SunCar Technology Group Inc.Ye
Comapany
August NameSunCar Technology Group Inc.
7, 2023
August
Page 2 7, 2023 Page 2
FirstName LastName
could have on the public trading price of your Class A Ordinary
Shares, and also revise
your risk factor on page 42 entitled "Future sales or perceived sales
.. . . " so as to address
this risk. To the extent that shareholders redeemed any additional
amount of
the 1,745,613 remaining public shares prior to the consummation of the
business
combination, revise to also state as much, to provide investors with a
complete picture of
the potential impact of future sales on your public trading price.
Risk Factors
"The issuances of additional our Class A Ordinary Shares under the GEM
Agreement and the
GEM Warrant may result in dilution . . . ", page 43
2. We your disclosure that you "are entitled to draw down up to $125
million of gross
proceeds from GEM Investor in exchange for our Class A Ordinary Shares
at a price equal
to 90% of the average closing bid price of our Class A Ordinary Share
on Nasdaq for a 30
day period . . . ." To provide investors with additional context
regarding a scenario in
which you exercise your option in the near future, please estimate the
purchase price per
share by using recent trading prices as a proxy for the "average
closing bid price"
referenced in your disclosure. Please also disclose that the GEM
Investor may experience
a potential profit compared to other public investors due to the
commitment arrangement
that they entered into in connection with the business combination,
and disclose that they
may be incentivized to sell their shares when your public investors
are not. Make
changes, as applicable, throughout your registration statement on Form
F-1 (File No. 333-
273286), filed July 17, 2023.
Management s Discussion and Analysis of Financial Condition and Results of
Operations, page
46
3. We note the disclosure in Goldenbridge Acquisition Limited's Current
Report on Form 8-
K filed May 12, 2023 that refers to the "projections for SunCar for
the years ending
December 31, 2022 through December 31, 2026," and that "SunCar s
management has
indicated that it is not able to meet its original projections for
2022." Please update your
disclosure in your Liquidity and Capital Resources section, and
elsewhere, to provide
updated information about the company s financial position and
further risks to the
business operations and liquidity in light of these circumstances.
4. In light of the significant number of redemptions and the possibility
that the company will
not receive significant proceeds from exercises of the warrants if the
warrants are either
out of the money or exercised on a cashless basis, expand your
discussion of capital
resources to address any changes in the company s liquidity position
since the business
combination. If the company is likely to have to seek additional
capital, discuss the effect
of this offering on the company s ability to raise additional
capital.
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.
Zaichang Ye
SunCar Technology Group Inc.
August 7, 2023
Page 3
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 Brian Fetterolf at 202-551-6613 or Dietrich King at
202-551-8071 if
you have any questions.
Sincerely,
FirstName LastNameZaichang Ye
Division of
Corporation Finance
Comapany NameSunCar Technology Group Inc.
Office of Trade &
Services
August 7, 2023 Page 3
cc: Elizabeth Chen
FirstName LastName