SEC Comment Letter 0000000000-23-012793 to SunCar Technology Group Inc. (SDA)
SunCar Technology Group Inc.
Date: Nov. 22, 2023 · CIK: 0001936804 · Accession: 0000000000-23-012793
AI Filing Summary & Sentiment
File numbers found in text: 333-273286
Letter
United States securities and exchange commission logo November 22, 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. Amendment No. 1 to Registration Statement on Form F-1 Filed November 17, 2023 File No. 333-273286 Dear Zaichang Ye: We have reviewed your amended registration statement and have the following comment. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies 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 this letter, we may have additional comments. Unless we note otherwise, any references to prior comments are to comments in our July 24, 2023 letter. Amendment No. 1 to Registration Statement on Form F-1 filed November 17, 2023 Cover Page 1.We note your response to comment 1, as well as your revised disclosure that "[t]he GEM Entities may be deemed as underwriters under the Securities Act of 1933 . . . ." We reissue the comment. Please revise to name the GEM Entities as underwriters here and in the Plan of Distribution, by stating that they are underwriters under the Securities Act of 1933 as opposed to your disclosure that they "may be deemed as underwriters." For guidance, refer to Securities Act Compliance and Disclosure Interpretation 139.13.
FirstName LastNameZaichang Ye Comapany NameSunCar Technology Group Inc. November 22, 2023 Page 2 FirstName LastName Zaichang Ye SunCar Technology Group Inc. November 22, 2023 Page 2 Please contact Brian Fetterolf at 202-551-6613 or Dietrich King at 202-551-8071 with any other 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
November 22, 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.
Amendment No. 1 to Registration Statement on Form F-1
Filed November 17, 2023
File No. 333-273286
Dear Zaichang Ye:
We have reviewed your amended registration statement and have the following comment.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our July 24, 2023 letter.
Amendment No. 1 to Registration Statement on Form F-1 filed November 17, 2023
Cover Page
1.We note your response to comment 1, as well as your revised disclosure that "[t]he GEM
Entities may be deemed as underwriters under the Securities Act of 1933 . . . ." We
reissue the comment. Please revise to name the GEM Entities as underwriters here and in
the Plan of Distribution, by stating that they are underwriters under the Securities Act of
1933 as opposed to your disclosure that they "may be deemed as underwriters." For
guidance, refer to Securities Act Compliance and Disclosure Interpretation 139.13.
FirstName LastNameZaichang Ye
Comapany NameSunCar Technology Group Inc.
November 22, 2023 Page 2
FirstName LastName
Zaichang Ye
SunCar Technology Group Inc.
November 22, 2023
Page 2
Please contact Brian Fetterolf at 202-551-6613 or Dietrich King at 202-551-8071 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc: Elizabeth Fei Chen