盛大科技美股招股说明书(2023-08-17版)

Exercise of Warrants SunCar Technology Group Inc. This prospectus relates to the issuance by SunCar Technology Group Inc. of an aggregate of up to3,050,000 of our Class A Ordinary Shares, consisting of (i) up to 2,875,000 of our Class A Ordinary Shares(the “Public Warrant Shares”) issuable upon the exercise of 5,750,000 warrants (the “Public Warrants”) topurchase our Class A Ordinary Shares, with each Public Warrant exercisable to purchase one-half (1/2) ofone Class A Ordinary Share at a price of $11.50 per share, such Public Warrants originally issued in theinitial public offering of Goldenbridge Acquisition Limited (“GBRG”) by holders thereof, and (ii) up to175,000 of our Class A Ordinary Shares (the “Private Warrant Shares”, collectively with the PublicWarrant Shares, the “Shares”) issuable upon the exercise of 350,000 warrants (the “Private Warrants”, andcollectively with the Public Warrants, the “Warrants”) to purchase our Class A Ordinary Shares, with eachPrivate Warrant exercisable to purchase one-half (1/2) of one Class A Ordinary Share at a price of $11.50per share, such Private Warrants originally issued in a private placement by GBRG in connection with theinitial public offering of GBRG by the holders thereof. See “Prospectus Summary – Background –Business Combination” for a description of our recently completely Business Combination involvingGBRG and of the original issuance of and terms of the Warrants. Subsequent to March 30, 2023 and priorto the consummation of the Business Combination, 1,660,102 shares were redeemed by a number ofshareholders of GBRG in an aggregate principal amount of $18.0 million. The 3,050,000 Class A OrdinaryShares registered in this prospectus, if fully issued as of August 8, 2023, would constitute around one thirdof our public float. As such, the sale of these shares underlying the Warrants upon the warrant exercisecould have a significant negative impact on the public trading price of our Class A Ordinary Shares at anytime such trading price is above $11.50 per share. We will receive the proceeds from any exercise of any ofthe Warrants for cash as long as there is an effective registration statement. We will receive up to an aggregate of approximately $35.1 million from the exercise of the Warrants,assuming the exercise in full of all of the Warrants for cash. We expect to use the net proceeds from theexercise of the Warrants for general corporate purposes. We believe the likelihood that warrant holders willexercise their Public Warrants and Private Warrants, and therefore the amount of cash proceeds that wewould receive, is dependent upon the trading price of our Class A Ordinary Shares. If the trading price forour Class A Ordinary Shares is less than $11.50 per share, we believe holders of our Public Warrants andPrivate Warrants will be unlikely to exercise their Warrants. To the extent that the Warrants are exercisedon a “cashless basis,” the amount of cash we would receive from the exercise of the Warrants will decrease.See the section entitled “Use of Proceeds.” Our Class A Ordinary Shares and our Public Warrants are listedon the Nasdaq under the symbols “SDA” and “SDAWW”, respectively. On August 7, 2023, the lastreported sales price of our Class A Ordinary Shares was $19.99 per share, and the last reported sales priceof our Public Warrants was $0.70 per share. We are an “emerging growth company” as defined under U.S. federal securities laws and, as such, haveelected to comply with reduced public company reporting requirements. This prospectus complies with therequirements that apply to an issuer that is an emerging growth company. 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 co