盛大科技美股招股说明书(2023-10-27版)

PROSPECTUS 2,567,238 Class A Ordinary Shares Common Warrants to Purchase up to 3,850,857 Class A Ordinary Shares (and up to 3,850,857 ClassAOrdinary Shares issuable upon the exercise of the Common Warrants) PA Warrants to Purchase up to 25,672 Class A Ordinary Shares (and up to 25,672 ClassA Ordinary Shares issuable upon the exercise of the Common Warrants) SunCar Technology Group Inc. SunCar Technology Group Inc. is offering 2,567,238 Class A Ordinary Shares, together with warrants topurchase up to 3,850,857 Class A Ordinary Shares, which we refer to as “Common Warrants,” at acombined offering price of $8.18 per Class A Ordinary Share and the accompanying Common Warrants.Each Class A Ordinary Share will be sold together with one and a half (1.5) Common Warrants. EachCommon Warrant can purchase one Class A Ordinary Share, and has an exercise price of $9.00 per Class AOrdinary Share. The Common Warrant will expire on the fifth anniversary of the original issuance date.The Common Warrant is not tradable on the Nasdaq Capital Market, or Nasdaq. Our Class A Ordinary Shares and tradable warrants are currently traded on Nasdaq, under the symbol“SDA” and “SDAWW”, respectively. On October 26, 2023, the last reported sale price of our Class AOrdinary Shares and the tradable warrants on Nasdaq were $8.20 and $0.27, respectively. We are both an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012(or the JOBS Act), and a “foreign private issuer,” as defined under the U.S. federal securities law and aresubject to reduced public company reporting requirements. See “Prospectus Summary – Implications ofBeing an Emerging Growth Company and Foreign Private Issuer” for additional information. SunCar is not an operating company but a Cayman Islands holding company with operations primarilyconducted by its subsidiaries in China. SunCar’s PRC Operating Entities (as defined below) face various legal and operational risks anduncertainties related to doing business in China. For instance, SunCar’s PRC Operating Entities face risksassociated with regulatory approvals on offshore offerings, anti-monopoly regulatory actions, and oversighton cybersecurity and data privacy, as well as the ability of the Public Company Accounting OversightBoard (United States) (“PCAOB”) to inspect SunCar’s auditors, which may impact the ability of SunCar’ssubsidiaries to conduct certain businesses, accept foreign investors, or its continuing listing on the Nasdaq. These risks could result in a material adverse change in SunCar’s business operations and the value of ourClass A Ordinary Shares, significantly limit or hinder our ability to offer or continue to offer securities toinvestors, or cause such securities to significantly decline in value or become worthless. As SunCar’s PRCOperating Entities do business in China, Chinese regulatory authorities could disallow such structure,which would likely result in a material change in our operations and/or a material change in the value of thesecurities we are registering for sale, including that it could cause the value of such securities tosignificantly decline or become worthless. For a detailed description of risks related to doing business inChina, see “Risk Factors — Risk Factors Relating to Doing Business in China” in this prospectus. China Securities Regulatory Commission, or the “CSRC”, promulgated the Trial Administrative Measuresof Overseas Securities Offering and Listing by Domestic Companies (the “Trial Measures”), which becameeffective on March 31, 2023. SunCar’s securities are currently publicly listed on the Nasdaq Stock Market,and it shall make filings on the offering with the CSRC within three working days after the offering iscompleted. As the Trial Measures are newly issued, there remains uncertainty as to how it will beinterpreted or implemented, and SunCar may be subject to additional requirements if there are any changesto the Trial Measures. SunCar’s corporate structure as a Cayman Islands holding company with operations primarily conducted byits subsidiaries in China involves unique risks to investors. Chinese regulatory authorities could disallowthis structure, which cause the incapability to continue operation without changing the corporate structureor switching the business focus. This may in turn cause the value of the securities to significantly decline oreven become worthless. According to the Foreign Investment Law in China, the State Council shallpromulgate or approve a list of special administrative measures for market access of foreign investments, orthe Negative List. The Foreign Investment Law grants national treatment to foreign-invested entities,except for those foreign-invested entities that operate in industries specified as either “restricted” or“prohibited” from foreign investment in the Negative List. The Foreign Investment Law provides thatforeign-invested entities operating in “restricted” or “prohibited” industries wil