Correspondence 0001213900-23-090250 from SunCar Technology Group Inc. (SDA)
SunCar Technology Group Inc.
Date: Nov. 27, 2023 · CIK: 0001936804 · Accession: 0001213900-23-090250
AI Filing Summary & Sentiment
File numbers found in text: 333-273286
Letter
Via Edgar Division of Corporation Finance Re: SunCar Technology Group Inc. Amendment No. 1 to Registration Statement on Form F-1 Filed November 17, 2023 File No. 333-273286
Dear Mr. Fetterolf and Mr. King:
We have set forth below response to the comment of the staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”) contained in its letter of November 22, 2023 with respect to Amendment No. 1 to the Registration Statement on Form F-1 (File No. 333-273286) filed with the SEC on November 17, 2023 by SunCar Technology Group Inc. (the “Company”). For your convenience, the text of the Staff’s comment is set forth below followed by the Company’s response in bold. Please note that all references in the response refer to the relevant revisions in the Amendment No. 2 to the Registration Statement on Form F-1 (the “F-1/A No. 2”) filed with the SEC concurrently with the submission of this letter.
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.
Response: In accordance with the Staff’s comment, the Company has revised the Cover Page and the Plan of Distribution section of the F-1/A No. 2.
Should you have any questions relating to the foregoing or wish to discuss any aspect of the Company’s filing, please call or email our legal counsel, Elizabeth F. Chen at (212) 326-0199, echen@pryorcashman.com. Thank you for your time and attention to this filing.
Sincerely,
/s/ Zaichang Ye
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SunCar Technology Group Inc.
c/o Shanghai Feiyou Trading Co., Ltd.
Suite 209, No. 656 Lingshi Road
Jing’an District, Shanghai, 200072
People’s Republic of China
November 27, 2023
Via Edgar
Brian Fetterolf/Dietrich King
Division of Corporation Finance
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re:
SunCar Technology Group Inc.
Amendment No. 1 to Registration Statement on Form F-1
Filed November 17, 2023
File No. 333-273286
Dear Mr. Fetterolf and Mr. King:
We have set forth below response
to the comment of the staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”) contained in
its letter of November 22, 2023 with respect to Amendment No. 1 to the Registration Statement on Form F-1 (File No. 333-273286) filed
with the SEC on November 17, 2023 by SunCar Technology Group Inc. (the “Company”). For your convenience, the text of the Staff’s
comment is set forth below followed by the Company’s response in bold. Please note that all references in the response
refer to the relevant revisions in the Amendment No. 2 to the Registration Statement on Form F-1 (the “F-1/A No. 2”) filed
with the SEC concurrently with the submission of this letter.
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.
Response: In accordance with the
Staff’s comment, the Company has revised the Cover Page and the Plan of Distribution section of the F-1/A No. 2.
Should you have any questions
relating to the foregoing or wish to discuss any aspect of the Company’s filing, please call or email our legal counsel, Elizabeth
F. Chen at (212) 326-0199, echen@pryorcashman.com. Thank you for your time and attention to this filing.
Sincerely,
/s/ Zaichang Ye
Zaichang Ye
Chief Executive Officer, and President
(Principal Executive Officer)
cc:
Elizabeth F. Chen, Pryor Cashman LLP