SEC Comment Letter 0000000000-23-007840 to SunCar Technology Group Inc. (SDA)
SunCar Technology Group Inc.
Date: July 24, 2023 · CIK: 0001936804 · Accession: 0000000000-23-007840
AI Filing Summary & Sentiment
File numbers found in text: 333-273286
Letter
United States securities and exchange commission logo July 24, 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 17, 2023 File No. 333-273286 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 17, 2023 Cover Page 1.Please revise your cover page and Plan of Distribution to identify each of GEM Investor and GYBL as underwriters. In this regard, we note your disclosure on page 93 that "GEM Investor may be deemed an "underwriter" within the meaning of Section 2(a)(11) of the Securities Act." We also note that GYBL received a warrant in connection with execution of the Share Purchase Agreement, dated November 4, 2022, and you disclose on page F-6 that you granted such warrant "as consideration for GEM Investor’s irrevocable commitment to purchase the GEM Shares." For guidance, refer to Securities Act Compliance and Disclosure Interpretation 139.13.
FirstName LastNameZaichang Ye Comapany NameSunCar Technology Group Inc. July 24, 2023 Page 2 FirstName LastName Zaichang Ye SunCar Technology Group Inc. July 24, 2023 Page 2 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 Brian Fetterolf at 202-551-6613 or Dietrich King at 202-551-8071 if you have any questions. Sincerely, Division of Corporation Finance Office of Trade & Services cc: Elizabeth Fei Chen
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United States securities and exchange commission logo
July 24, 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 17, 2023
File No. 333-273286
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 17, 2023
Cover Page
1.Please revise your cover page and Plan of Distribution to identify each of GEM Investor
and GYBL as underwriters. In this regard, we note your disclosure on page 93 that "GEM
Investor may be deemed an "underwriter" within the meaning of Section 2(a)(11) of the
Securities Act." We also note that GYBL received a warrant in connection with execution
of the Share Purchase Agreement, dated November 4, 2022, and you disclose on page F-6
that you granted such warrant "as consideration for GEM Investor’s irrevocable
commitment to purchase the GEM Shares." For guidance, refer to Securities Act
Compliance and Disclosure Interpretation 139.13.
FirstName LastNameZaichang Ye
Comapany NameSunCar Technology Group Inc.
July 24, 2023 Page 2
FirstName LastName
Zaichang Ye
SunCar Technology Group Inc.
July 24, 2023
Page 2
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 Brian Fetterolf at 202-551-6613 or Dietrich King at 202-551-8071 if
you have any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc: Elizabeth Fei Chen