As filed with the Securities and Exchange Commission on September 1, 2026
Registration No.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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.
Suite 209, No. 656 Lingshi Road
Jing’an District, Shanghai, 200072
People’s Republic of China
Tel: (86) 138-1779-6110
(Address, including zip code, of Principal Executive Offices)
SunCar Technology Group Inc.
2024 Equity Incentive Plan
(Full title of the plan)
Puglisi & Associates
850 Library Avenue, Suite 204
Newark, Delaware 19711
+1 302-738-6680
(Name, address and telephone number, including area code, of agent for service)
With a Copy to:
Elizabeth Fei Chen, Esq.
Pryor Cashman LLP
7 Times Square
New York, NY 10036
Tel: 212-326-0199
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | Accelerated filer ☒ | |
| Non-accelerated filer ☐ | Smaller reporting company ☒ | |
| Emerging growth company ☒ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
On March 28, 2024, the board of directors of SunCar Technology Group Inc. (the “Registrant”) approved the Registrant’s 2024 Equity Incentive Plan (the “2024 Plan”). The 2024 Plan initially reserved an aggregate of 8,800,000 Class A ordinary shares of the Registrant, par value of $0.0001 per share (the “Ordinary Shares”), for issuance pursuant to awards granted thereunder. On August 21, 2026, the board of directors of the Registrant approved an increase of 5,000,000 Ordinary Shares in the maximum aggregate number of Ordinary Shares reserved and available for issuance under the 2024 Plan, from 8,800,000 Ordinary Shares to 13,800,000 Ordinary Shares.
The purpose of this Registration Statement on Form S-8 (this “Registration Statement”) is to register the additional 5,000,000 Ordinary Shares reserved and available for issuance under the 2024 Plan.
PART I
INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS
Item 1. Plan Information*
Item 2. Registrant Information and Employee Plan Annual information*
| * | Information required by Part I to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act of 1933, as amended (the “Securities Act”) and the Note to Part I of Form S-8. The documents containing information specified in Part I will be separately provided to the participants covered by the 2024 Plan, as specified by Rule 428(b)(1) under the Securities Act. |
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents previously filed by the Registrant with the Securities and Exchange Commission (the “Commission”) are incorporated by reference herein:
| (a) | The Registrant’s annual report on Form 20-F for its fiscal year ended December 31, 2025, filed with the Commission on April 28, 2026 (Commission File No. 001-41706); |
| (b) | All other reports filed by the Registrant pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), since the end of the fiscal year covered by the Annual Report on Form 20-F referred to in (b) above (other than portions of those documents furnished or not otherwise deemed to be filed); and |
| (c) | The description of the Registrant’s securities incorporated by reference in the Registrant’s registration statement on Form F-4 Commission File No. 333-269295) filed with the Commission on March 27, 2023, including any amendment and report subsequently filed for the purpose of updating that description. |
All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment that indicates that all securities offered hereby have been sold or that deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents; provided, however, that documents or information deemed to have been furnished and not filed in accordance with Commission rules shall not be deemed incorporated by reference into this Registration Statement. Any statement contained herein or in a document, all or a portion of which is incorporated or deemed to be incorporated by reference herein, shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or amended, to constitute a part of this Registration Statement.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
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Item 6. Indemnification of Directors and Officers
Cayman Islands law does not limit the extent to which a company’s articles of association may provide for indemnification of directors and officers, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against civil fraud or the consequences of committing a crime. The Registrant’s second amended and restated memorandum and articles of association, adopted by its shareholders on May 16, 2023, provides that the Registrant shall indemnify and secure harmless against each of its directors and officers and their personal representatives (each, an “Indemnified Person”) against actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or sustained by such Indemnified Person, other than by reason of such Indemnified Person’s own dishonesty, willful default or fraud, in or about the conduct of the Registrant’s business or affairs (including as a result of any mistake of judgment) or in the execution or discharge of his duties, powers, authorities or discretions, including without prejudice to the generality of the foregoing, any costs, expenses, losses or liabilities incurred by such Indemnified Person in defending (whether successfully or otherwise) any civil proceedings concerning the Registrant or its affairs in any court whether in the Cayman Islands or elsewhere.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the Registrant pursuant to the foregoing provisions, the Registrant has been informed that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
Item 7. Exemption From Registration Claimed
Not applicable.
Item 8. Exhibits
See the Index to Exhibits attached hereto.
Item 9. Undertakings
| a) | The undersigned Registrant hereby undertakes: |
| 1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
| i) | to include any prospectus required by Section 10(a)(3) of the Securities Act; |
| ii) | to reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement; and |
| iii) | to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to that information in the registration statement; |
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this registration statement;
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| 2) | That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
| 3) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
| b) | The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
| c) | Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. |
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EXHIBIT INDEX
| * | Filed herewith. |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Shanghai, China, on September 1, 2026.
| SunCar Technology Group Inc. | ||
| By: | /s/ Zaichang Ye | |
| Zaichang Ye | ||
|
Chief Executive Officer and Director (Principal Executive Officer) | ||
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below appoints Zaichang Ye, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto any said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or would do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| /s/ Zaichang Ye | Chief Executive Officer and Director | September 1, 2026 | ||
| Zaichang Ye | (Principal Executive Officer) | |||
| /s/ Bohong Du | Chief Financial Officer and Director | September 1, 2026 | ||
| Bohong Du | (Principal Financial Officer and Principal Accounting Officer) | |||
| /s/ Zhunfu Lei | Chief Technology Officer and Chief Operating Officer | September 1, 2026 | ||
| Zhunfu Lei | ||||
| /s/ Breaux Walker | Chief Strategy Officer | September 1, 2026 | ||
| Breaux Walker | ||||
| /s/ Saiye Gu | Vice President | September 1, 2026 | ||
| Saiye Gu | ||||
| /s/ Yizhi Qian | Vice President | September 1, 2026 | ||
| Yizhi Qian | ||||
| /s/ Yongsheng Liu | Independent Director | September 1, 2026 | ||
| Yongsheng Liu | ||||
| /s/ Haidong Zhang | Independent Director | September 1, 2026 | ||
| Haidong Zhang | ||||
| /s/ Lin Bao | Independent Director | September 1, 2026 | ||
| Lin Bao |
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SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of SunCar Technology Group Inc. has signed this registration statement or amendment thereto in Newark, Delaware on September 1, 2026.
| Authorized U.S. Representative | |||
| By: | /s/ Donald J. Puglisi | ||
| Name: | Donald J. Puglisi | ||
| Title: | Managing Director | ||
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Exhibit 4.3
FIRST AMENDMENT TO
SUNCAR TECHNOLOGY GROUP INC.
2024 EQUITY INCENTIVE PLAN
The Suncar Technology Group Inc. 2024 Equity Incentive Plan, effective as of March 28, 2024 (the “Incentive Plan”), is hereby amended as of August 21, 2026 as set forth below.
WHEREAS, Suncar Technology Group Inc., a Cayman Islands exempted company (the “Company”) maintains the Incentive Plan, which was previously adopted by the Board of Directors of the Company (the “Board”) and approved by the shareholders of the Company;
WHEREAS, pursuant to the Incentive Plan, the maximum aggregate number of Class A ordinary shares of the Company, par value $0.0001 per share (“Ordinary Shares”), that may be issued pursuant to awards granted under the Plan is 8,800,000 Ordinary Shares;
WHEREAS, all 8,800,000 Ordinary Shares currently reserved for issuance under the Incentive Plan have been allocated or otherwise utilized;
WHEREAS, the Board has determined that it is in the best interests of the Company to amend the Incentive Plan, effective immediately, to increase the aggregate number of Ordinary Shares reserved and available for issuance thereunder by 5 million shares from 8.8 million shares to 13.8 shares in order to accommodate the Company’s anticipated future equity compensation needs;
WHEREAS, Section 10.4 of the Incentive Plan provides that the Board may amend the Incentive Plan at any time, subject to certain conditions set forth therein; and
WHEREAS, this amendment (the “First Amendment”) will become effective upon approval by the Board.
NOW, THEREFORE, the Incentive Plan is hereby amended as follows:
| 1. | The first sentence of Section 4.1 of the Incentive Plan shall be deleted in its entirety and replaced with the following: |
“Number of Shares. Subject to adjustment under Article VIII and the terms of this Article IV, no more than 13,800,000 shares of Common Stock shall be available for the grant of Awards under the Plan (the “Overall Share Limit”). Shares issued under the Plan may consist of authorized but unissued Shares, Shares purchased on the open market or treasury Shares.”
| 2. | Except as set forth above, the Incentive Plan is hereby ratified and affirmed in all respects. |
| /s/ Zaichang Ye | ||
| Name: | Zaichang Ye | |
| Title: | Chief Executive Officer | |
Exhibit 5.1
| Ref: | SQG/833993-000001/87343175v1 |
SunCar Technology Group Inc.
Shanghai Feiyou Trading Co., Ltd.
Suite 209, No. 656 Lingshi Road
Jing’an District, Shanghai, 200072
People’s Republic of China
September 1, 2026
Dear Sirs,
SunCar Technology Group Inc. (the “Company”)
We have acted as Cayman Islands legal counsel to the Company in connection with a registration statement on Form S-8 to be filed with the Securities and Exchange Commission (the “Commission”) on September 1, 2026 (the “Registration Statement”) relating to the registration under the United States Securities Act of 1933, as amended, (the “Securities Act”) of 5,000,000 Class A ordinary shares of par value of US$0.0001 each (the “Shares”), issuable by the Company pursuant to the Company’s 2024 Equity Incentive Plan adopted by the board of directors of the Company on 28 March 2024 and amended on 21 August 2026 (the “Plan”).
For the purposes of giving this opinion, we have examined copies of the Registration Statement and the Plan. We have also reviewed copies of the second amended and restated memorandum and articles of association of the Company adopted by a special resolution of the Company passed on 16 May 2023 and effective upon the effective date of the merger between the Company and Goldenbridge Acquisition Limited (the “Memorandum and Articles”), and the written resolutions of the board of directors of the Company dated 21 August 2026 (the “Resolutions”).
Based upon, and subject to, the assumptions and qualifications set out below, and having regard to such legal considerations as we deem relevant, we are of the opinion that:
| 1. | The Shares to be issued by the Company and registered under the Registration Statement have been duly and validly authorized. |
| 2. | When issued and paid for in accordance with the terms of the Plan and in accordance with the Resolutions, and when appropriate entries are made in the register of members (shareholders) of the Company, the Shares will be validly issued, fully paid and non-assessable. |
In this opinion the phrase “non-assessable” means, with respect to the issuance of shares, that a shareholder shall not, in respect of the relevant shares and in the absence of a contractual arrangement, or an obligation pursuant to the memorandum and articles of association, to the contrary, have any obligation to make further contributions to the Company’s assets (except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose or other circumstances in which a court may be prepared to pierce or lift the corporate veil).
These opinions are subject to the qualification that under the Companies Act (As Revised) of the Cayman Islands (the “Companies Act”), the register of members of a Cayman Islands company is by statute regarded as prima facie evidence of any matters which the Companies Act directs or authorises to be inserted therein. A third party interest in the shares in question would not appear. An entry in the register of members may yield to a court order for rectification (for example, in the event of fraud or manifest error).
These opinions are given only as to, and based on, circumstances and matters of fact existing and known to us on the date of this opinion letter. These opinions only relate to the laws of the Cayman Islands which are in force on the date of this opinion letter. We express no opinion as to the meaning, validity or effect of any references to foreign (i.e. non-Cayman Islands) statutes, rules, regulations, codes, judicial authority or any other promulgations.
We have also relied upon the assumptions, which we have not independently verified, that (a) all signatures, initials and seals are genuine, (b) copies of documents, conformed copies or drafts of documents provided to us are true and complete copies of, or in the final forms of, the originals, (c) where a document has been provided to us in draft or undated form, it will be duly executed, dated and unconditionally delivered in the same form as the last version provided to us, (d) the Memorandum and Articles remain in full force and effect and are unamended, (e) the Resolutions were duly passed in the manner prescribed in the Memorandum and Articles and have not been amended, varied or revoked in any respect, (f) there is nothing under any law (other than the laws of the Cayman Islands) which would or might affect the opinions set out above, and (g) upon the issue of any Shares, the Company will receive consideration which shall be equal to at least the par value of such Shares.
We consent to the use of this opinion as an exhibit to the Registration Statement and further consent to all references to us in the Registration Statement and any amendments thereto. In giving such consent, we do not consider that we are “experts” within the meaning of such term as used in the Securities Act, or the rules and regulations of the Commission issued thereunder, with respect to any part of the Registration Statement, including this opinion as an exhibit or otherwise.
Yours faithfully
/s/ Mapes and Calder (Hong Kong) LLP
Maples and Calder (Hong Kong) LLP
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement on Form S-8 of our audit report dated April 28, 2026 relating to the consolidated financial statements of SunCar Technology Group Inc. and its subsidiaries, as of December 31, 2025 and 2024 and for the years ended December 31, 2025, 2024 and 2023, appearing in the Annual Report on Form 20-F of SunCar Technology Group Inc. for the year ended December 31, 2025.
/s/ Enrome LLP
Singapore
September 1, 2026
| Enrome LLP |
143 Cecil Street #19-03/04 GB Building, Singapore 069542 |
admin@enrome-group.com www.enrome-group.com |
Ex-Filing Fees
CALCULATION OF FILING FEE TABLES
Table 1: Newly Registered Securities
| Security Type | Security Class Title | Notes | Fee Calculation Rule |
Amount Registered | Proposed Maximum Offering Price Per Unit |
Maximum Aggregate Offering Price | Fee Rate | Amount of Registration Fee | |||||||||||
| (1) | $ | $ | $ | ||||||||||||||||
| Total Offering Amounts: | $ | ||||||||||||||||||
| Total Fee Offsets: | |||||||||||||||||||
| Net Fee Due: | $ | ||||||||||||||||||
__________________________________________
Offering Note(s)
| (1) | These Class A ordinary shares are reserved for future award grants under the Plan and represent the additional 5,000,000 Class A ordinary shares reserved and available for issuance under the Plan. The proposed maximum offering price per share, estimated solely for purposes of calculating the registration fee pursuant to Rules 457(c) and 457(h) under the Securities Act, is based on the average of the high and low prices of the Registrant’s Class A ordinary shares as quoted on the Nasdaq Capital Market on August 28, 2026. |