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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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SUNCAR TECHNOLOGY GROUP INC. (Name of Issuer) |
Class A Ordinary Shares, $0.0001 par value per share (Title of Class of Securities) |
G85727108 (CUSIP Number) |
Andrew Hin Yeung Lo Suite 2202A, South Island Place, 8 Wong Chuk Hang Road Hong Kong, F4, 00000 (852) 3556-0101 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
11/21/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | G85727108 |
| 1 |
Name of reporting person
KMBP Holdings Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
VIRGIN ISLANDS, BRITISH
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
20,832,142.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
37.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO, HC |
Comment for Type of Reporting Person:
This amount consists of Class A Ordinary Shares of SunCar Technology Group Inc., an exempted company incorporated in the Cayman Islands (the "Issuer"), directly held by KMBP Holdings Limited ("KMBP"). The voting power and investment power of KMBP is exercised in accordance with the direction of its board of directors. The directors of KMBP on the date hereof are Mark Qiu, Yu Chun Yin and Bai Wei. In accordance with the rule of three, no single director has the power by himself to vote or dispose of the shares of the Issuer and, as a result, none of the directors are deemed to have beneficial ownership of the Issuer's shares held by KMBP.
The percentage ownership calculation is based on 55,569,794 outstanding Class A Ordinary Shares reported by the Issuer as of June 30, 2025 as set forth in the Issuer's Report of Foreign Private Issuer on Form 6-K filed with the U.S. Securities and Exchange Commission (the "SEC") on October 27, 2025. See Item 3.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A Ordinary Shares, $0.0001 par value per share | |
| (b) | Name of Issuer:
SUNCAR TECHNOLOGY GROUP INC. | |
| (c) | Address of Issuer's Principal Executive Offices:
SUITE 209, NO. 656 LINGSHI ROAD, JING'AN DISTRICT, SHANGHAI,
CHINA
, 200072. | |
Item 1 Comment:
This Amendment No. 3 (this "Amendment No. 3") is filed by KMBP Holdings Limited ("KMBP" or the "Reporting Person") and amends and supplements certain information in the Schedule 13D filed with the SEC on May 30, 2023 (the "Original 13D") as amended by Amendment No. 1 filed with the SEC on November 8, 2023 ("Amendment No.1") and Amendment No. 2 filed with the SEC on January 26, 2024 ("Amendment No. 2"). The Original 13D. as amended by Amendment No. 1, Amendment No. 2, and this Amendment No. 3 (the "Schedule 13D"), relates to the Class A Ordinary Shares, $0.0001 par value per share (the "Class A Ordinary Shares"), of SunCar Technology Group Inc., a Cayman Islands exempted company (the "Issuer").
This Amendment No. 3 is being filed to report KMBP's percentage of beneficial ownership of Class A Ordinary Shares calculated in accordance with Item 5 of Schedule 13D, and to make certain other amendments as set forth herein.
The Original 13D, as amended by Amendment No. 1 and Amendment No. 2 is referred to herein as the "Prior 13D". Except as set forth below, all Items of the Prior 13D remain unchanged. All capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Original 13D. | ||
| Item 4. | Purpose of Transaction | |
The second paragraph of Item 4 in the Prior 13D is hereby replaced by the following:
"The Reporting Person from time to time intends to review its investment in the Issuer on the basis of various factors, including the Issuer's business, financial condition, results of operations and prospects, general economic and industry conditions, the securities markets in general and those for the Issuer's shares in particular, other investment and business opportunities available to the Reporting Person, tax considerations, as well as other developments and factors deemed relevant by the Reporting Person. Based upon such review, the Reporting Person will take such actions in the future as the Reporting Person may deem appropriate in light of the circumstances existing from time to time. The Reporting Person may determine to dispose of some or all of the Class A Ordinary Shares currently owned by the Reporting Person either in the open market, in underwritten offerings, in block trades, in bought deals, or in privately negotiated transactions, or by way of pro rata distributions-in-kind to the shareholders of KMBP."
The last paragraph of Item 4 in the Prior 13D is deleted in its entirety. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The first and second paragraphs of Item (a) of Item 5 of the Prior 13D are hereby amended as follows:
The following disclosure is based upon 55,569,794 Class A Ordinary Shares outstanding as of June 30, 2025 as set forth in the Issuer's Report of Foreign Private Issuer on Form 6-K filed with the SEC on October 27, 2025.
As of the date of this filing, KMBP has sole voting and dispositive power over 20,832,142 Class A Ordinary Shares, which constitute approximately 37.5% of the Class A Ordinary Shares outstanding as of June 30, 2025. | |
| (b) | The first and second paragraphs of Item (b) of Item 5 of the Prior 13D are hereby amended as follows:
The following disclosure is based upon 55,569,794 Class A Ordinary Shares outstanding as of June 30, 2025 as set forth in the Issuer's Report of Foreign Private Issuer on Form 6-K filed with the SEC on October 27, 2025.
As of the date of this filing, KMBP has sole voting and dispositive power over 20,832,142 Class A Ordinary Shares, which constitute approximately 37.5% of the Class A Ordinary Shares outstanding as of June 30, 2025. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 of the Prior 13D is hereby amended by replacing the last paragraph under the heading "Registration Rights as follows:
"The Issuer filed a re-sale registration statement on August 23, 2024 covering all of the Class A Ordinary Shares held by KMBP (the "Resale Registration Statement"). The Resale Registration Statement was declared effective on September 13, 2024 and remains effective as of the date hereof. The Reporting Person from time to time intends to review its investment in the Issuer on the basis of various factors, including the Issuer's business, financial condition, results of operations and prospects, general economic and industry conditions, the securities markets in general and those for the Issuer's shares in particular, other investment and business opportunities available to the Reporting Person, tax considerations, as well as other developments and factors deemed relevant by the Reporting Person. Based upon such review, the Reporting Person will take such actions in the future as the Reporting Person may deem appropriate in light of the circumstances existing from time to time. The Reporting Person may determine to dispose of some or all of the Class A Ordinary Shares currently owned by the Reporting Person either in the open market, in underwritten offerings, in block trades, in bought deals, or in privately negotiated transactions, or by way of pro rata distributions-in-kind to the shareholders of KMBP." | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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