盛大科技美股招股说明书(2023-12-05版)

17,513,608 Class A Ordinary Shares SunCar Technology Group Inc. This prospectus relates to the resale or other disposition from time to time of (i) up to 2,839,951 of ourClass A Ordinary Shares issuable upon the exercise of a warrant (the “Warrant Shares”) to purchase ourClass A Ordinary Shares (the “GEM Warrant”) by GEM Yield Bahamas Ltd. (“GYBL”); (ii) up to12,500,000 of our Class A Ordinary Shares (the “Draw Down Shares”, collectively with the WarrantShares, the “GEM Shares”) by GEM Global Yield LLC SCS (“GEM Investor”, collectively with GYBL,the “GEM Entities”); and (iii) up to 2,173,657 of our Class A Ordinary Shares (the “Anji Shares”,collectively with the GEM Shares, the “Shares”) by Anji Zerun Private Equity Investment Partnership(Limited Partnership) (“Anji”, collectively with the GEM Entities, the “Selling Securityholders”). We are registering the Shares on behalf of the Selling Securityholders, to be offered and sold by them fromtime to time. The GEM Shares being offered by the GEM Entities have been or may be issued pursuant to the SharePurchase Agreement, originally dated November 4, 2022 and as amended September 19, 2023, that AutoServices Group Limited (“ASGL”) entered into with GEM Investor and GYBL (as amended, the “GEMAgreement”) and the GEM Warrant under the GEM Agreement granting GYBL the right to purchase theWarrant Shares. The Anji Shares being offered by Anji have been issued to Anji pursuant to a ShareSubscription Agreement (the “Anji Agreement”), dated May 19, 2023, by and between SunCar TechnologyGroup Inc. and Anji. See “Prospectus Summary – Background – GEM Agreement” for a description of theGEM Agreement and the GEM Warrant, “Prospectus Summary – Background – Anji Agreement” for adescription of the Anji Agreement, and “Selling Securityholders” for additional information regarding theSelling Securityholders. The prices at which the Selling Securityholders may sell the Shares will bedetermined by the prevailing market price for the Shares or in negotiated transactions. We are not selling any securities under this prospectus and will not receive any of the proceeds from thesale of shares by the Selling Securityholders. We will, however, receive proceeds from any shares issuedpursuant to the exercise of the GEM Warrant through the payment of the exercise price in cash and the saleof Class A Ordinary Share from any draw downs under the GEM Agreement. The exercise price of theGEM Warrant is $11.50 per share. We believe the likelihood that warrant holders will exercise the GEMWarrant, and therefore the amount of cash proceeds that we would receive, is dependent upon the tradingprice of our Class A Ordinary Share. If the trading price for our Class A Ordinary Share is less than $11.50per share, we believe holders of the GEM Warrant will be unlikely to exercise this warrant. The SellingSecurityholders will bear all commissions and discounts, if any, attributable to the sale of the Shares. The Selling Securityholders may sell or otherwise dispose of the Class A Ordinary Shares described in thisprospectus in a number of different ways and at varying prices. See “Plan of Distribution” for moreinformation about how the Selling Securityholders may sell or otherwise dispose of the Class A OrdinaryShares being registered pursuant to this prospectus. We do not know the price at which the GEM Investorwill acquire the Draw Down Shares but, based on the terms of the GEM Agreement, we anticipate that the GEM Investor will acquire the Draw Down Shares at an average of a 10% discount to the market price ofour Class A Ordinary Share. This will create an incentive for the GEM Investor to sell our Class AOrdinary Shares because they purchase the shares at prices lower than the then-current trading price. Whilethe GEM Investor may experience a positive rate of return on their investment in our Class A OrdinaryShares, the public securityholders may not experience a similar rate of return on the securities theypurchased due to differences in their purchase prices and the trading price. The GEM Entities areunderwriters under the Securities Act of 1933, as amended (the “Securities Act”) and any profit on sales ofthe GEM Shares by them and any discounts, commissions or concessions received by them may be deemedto be underwriting discounts and commissions under the Securities Act. Although GEM Investor isobligated to purchase the Draw Down Shares under the terms of the GEM Agreement to the extent wechoose to sell such Draw Down Shares to it (subject to certain conditions), there can be no assurances thatGEM Investor will sell any or all of the Draw Down Shares purchased under the GEM Agreement pursuantto this prospectus. GEM Investor will bear all commissions and discounts, if any, attributable to its sale ofthe Draw Down Shares. See “Plan of Distribution.” We will pay the expenses of registering these shares, but all selling and other expenses incurred by theSelling Securityholders will be paid by the