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Correspondence 0001493152-23-008177 from SunCar Technology Group Inc. (SDA)

SunCar Technology Group Inc.
Date: March 20, 2023 · CIK: 0001936804 · Accession: 0001493152-23-008177

AI Filing Summary & Sentiment

File numbers found in text: 333-269295

Date
March 20, 2023
Author
/s/
Form
CORRESP
Company
SunCar Technology Group Inc.

Letter

Via Edgar Division of Corporation Finance Re: SunCar Technology Group Inc. Amendment No. 2 to Registration Statement on Form F-4 Filed March 9, 2023, File No. 333-269295

Dear Ms. Wirth and Mr. Field:

We have set forth below responses to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”) contained in its letter of March 16, 2023 with respect to the Amendment No. 2 to Registration Statement on Form F-4 filed with the SEC on March 9, 2023 by SunCar Technology Group Inc. (the “Company”). For your convenience, the text of the Staff’s comments is set forth below followed in each case by the Company’s response. Please note that all references in the responses refer to the relevant revisions in the Amendment No. 3 to the Registration Statement on Form F-4 (the “F-4/A No.3”) filed with the SEC concurrently with the submission of this letter.

Amendment No. 2 to Registration Statement on Form F-4 Filed March 9, 2023

Q: What is the effect of the GEM Purchase Agreement?, page 12

1. We note your revised disclosure in response to comment 1, including your statement that “[s]ince SunCar controls the timing, quantity, as well as the threshold price (the lowest price at which SunCar may sell its shares) of each draw down, SunCar fully controls the impact on the prices of its ordinary shares in case of draw downs under the GEM Purchase Agreement, and can limit the negative price impact to any extent it requires.” Please revise to acknowledge that a negative price impact is a possible result under the GEM Purchase Agreement and remove the disclosure that you are able to “fully control” and “limit” any such negative price impact.

Response: In response to the Staff’s comments, the Company has revised its disclosure on Page 12 and Page 72 of the F-4/A No.3 to acknowledge the possible negative price impact under the GEM Purchase Agreement and removed the disclosure that the Company is able to “fully control” and “limit” any such negative price impact.

Prospectus Summary

Regulatory Approvals, page 20

2. We note your disclosure regarding the regulatory updates on February 17, 2023 and February 24, 2023. Please revise as follows:

● With respect to the Trial Measures, please elaborate on the type of sanctions that you might be subject to (quantify such sanctions if possible) and disclose who and/or which entity(ies) would be subject to such sanctions.

● Please disclose whether your offering is effectively contingent upon complying with the Trial Measures and receiving CSRC approval. If it is not, please explain the consequences of listing and being declared effective and then subsequently failing to comply with the Trial Measures and/or being denied CSRC approval. Please revise to quantify any fines, penalties, or sanctions, and clarify who or which entity(ies) would be subject to such fines, penalties, or sanctions. If delisting is a potential consequence, please revise to state as much, disclose the impact on the value of your shares, and update your risk factor on pages 52-53 to reflect all material risks to investors.

Response:

○ In response to the Staff’s comment, the Company has revised its disclosure on pages 21, 53 and 196 of the F-4/A No.3 to elaborate the sanctions the Company might subject to in the event there is any noncompliance with the Trial Measures, including quantifying such sanctions based on the Trial Measures and the parties that would be subject to such sanctions.

○ The Company has revised the disclosure on pages 21 and 53 of the F-4/A No.3 to clarify that if the SEC declares the Company’s registration statement effective prior to March 31, 2023, it will not be required to comply with the requirements of the Trial Measures.

There are no specific sanctions under the Confidentiality and Archives Provisions dated February 24, 2023. Therefore, the Company has not revised the disclosure the way it is. However, the Company included a potential risk of delisting, not derived from the Trial Measures but in the event Chinese government exerts more oversight and control over transactions that are conducted overseas on page 53 of the F-4/A No.3.

Recent Developments

Nasdaq Deficiency Notice, page 28

3. Please revise to disclose the current number of Goldenbridge public holders.

Response: In response to the Staff’s comment, the Company has revised its disclosure on page 28 of the F-4/A No.3.

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, Giovanni Caruso at (212) 407-4866, gcaruso@loeb.com. Thank you for your time and attention to this filing.

Sincerely,
/s/
Yongsheng Liu

Show Raw Text
CORRESP
1
filename1.htm

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

  March
  20, 2023

Via
Edgar

Cara
Wirth/Donald Field

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. 2 to Registration Statement on Form F-4

    Filed
    March 9, 2023, File No. 333-269295

Dear
Ms. Wirth and Mr. Field:

We
have set forth below responses to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the
“SEC”) contained in its letter of March 16, 2023 with respect to the Amendment No. 2 to Registration Statement on Form F-4 filed with the SEC on March 9, 2023 by SunCar Technology Group Inc. (the “Company”). For your convenience,
the text of the Staff’s comments is set forth below followed in each case by the Company’s response. Please note that all
references in the responses refer to the relevant revisions in the Amendment No. 3 to the Registration Statement on Form F-4 (the “F-4/A
No.3”) filed with the SEC concurrently with the submission of this letter.

Amendment
No. 2 to Registration Statement on Form F-4 Filed March 9, 2023

Q:
What is the effect of the GEM Purchase Agreement?, page 12

 1. We
                                            note your revised disclosure in response to comment 1, including your statement that “[s]ince
                                            SunCar controls the timing, quantity, as well as the threshold price (the lowest price at
                                            which SunCar may sell its shares) of each draw down, SunCar fully controls the impact on
                                            the prices of its ordinary shares in case of draw downs under the GEM Purchase Agreement,
                                            and can limit the negative price impact to any extent it requires.” Please revise to
                                            acknowledge that a negative price impact is a possible result under the GEM Purchase Agreement
                                            and remove the disclosure that you are able to “fully control” and “limit”
                                            any such negative price impact.

Response:
In response to the Staff’s comments, the Company has revised its disclosure on Page 12 and Page 72 of the F-4/A No.3 to acknowledge
the possible negative price impact under the GEM Purchase Agreement and removed the disclosure that the Company is able to “fully
control” and “limit” any such negative price impact.

Prospectus
Summary

Regulatory
Approvals, page 20

 2. We
                                            note your disclosure regarding the regulatory updates on February 17, 2023 and February 24,
                                            2023. Please revise as follows:

 ● With
                                            respect to the Trial Measures, please elaborate on the type of sanctions that you might be
                                            subject to (quantify such sanctions if possible) and disclose who and/or which entity(ies)
                                            would be subject to such sanctions.

 ● Please
                                            disclose whether your offering is effectively contingent upon complying with the Trial Measures
                                            and receiving CSRC approval. If it is not, please explain the consequences of listing and
                                            being declared effective and then subsequently failing to comply with the Trial Measures
                                            and/or being denied CSRC approval. Please revise to quantify any fines, penalties, or sanctions,
                                            and clarify who or which entity(ies) would be subject to such fines, penalties, or sanctions.
                                            If delisting is a potential consequence, please revise to state as much, disclose the impact
                                            on the value of your shares, and update your risk factor on pages 52-53 to reflect all material
                                            risks to investors.

Response:

  ○
  In response to the Staff’s
comment, the Company has revised its disclosure on pages 21, 53 and 196 of the F-4/A No.3 to elaborate the sanctions
the Company might subject to in the event there is any noncompliance with the Trial Measures, including quantifying such sanctions
based on the Trial Measures and the parties that would be subject to such sanctions.

  ○
  The Company has revised the disclosure on pages 21 and 53 of the F-4/A No.3 to clarify that if
  the SEC declares the Company’s registration statement effective prior to March 31, 2023, it will not be required to comply with
  the requirements of the Trial Measures.

There are no specific sanctions
under the Confidentiality and Archives Provisions dated February 24, 2023. Therefore, the Company has not revised the disclosure the
way it is. However, the Company included a potential risk of delisting, not derived from the Trial Measures but in the event Chinese
government exerts more oversight and control over transactions that are conducted overseas on page 53 of the F-4/A No.3.

Recent Developments

Nasdaq
Deficiency Notice, page 28

 3. Please
                                            revise to disclose the current number of Goldenbridge public holders.

Response:
In response to the Staff’s comment, the Company has revised its disclosure on page 28 of the F-4/A No.3.

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, Giovanni Caruso at (212) 407-4866, gcaruso@loeb.com. Thank you for your time and attention to this filing.

    Sincerely,

    /s/
    Yongsheng Liu

    Yongsheng
    Liu

    Sole
    Director

    cc:
    Giovanni
    Caruso, Esq.