Item 1 Comment:
This Amendment No. 5 (this "Amendment No. 5") is filed by KMBP Holdings Limited ("KMBP" or the "Reporting Person") and amends and supplements certain information in the Schedule 13D filed with the SEC on May 30, 2023 (the "Original 13D") as amended by Amendment No. 1 filed with the SEC on November 8, 2023 ("Amendment No.1"), Amendment No. 2 filed with the SEC on January 26, 2024 ("Amendment No. 2"), Amendment No. 3 filed with the SEC on November 21, 2025 ("Amendment No. 3") and Amendment No. 4 filed with the SEC on April 3, 2026 ("Amendment No. 4"). The Original 13D. as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4 and this Amendment No. 5 (the "Schedule 13D"), relates to the Class A Ordinary Shares, $0.0001 par value per share (the "Class A Ordinary Shares"), of SunCar Technology Group Inc., a Cayman Islands exempted company (the "Issuer").
This Amendment No. 5 is being filed to report KMBP's percentage of beneficial ownership of Class A Ordinary Shares calculated in accordance with Item 5 of Schedule 13D and the sale of Class A Ordinary Shares by KMBP since the filing date of Amendment No. 4.
The Original 13D, as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3 and Amendment No. 4 is referred to herein as the "Prior 13D". Except as set forth below, all Items of the Prior 13D remain unchanged. All capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Original 13D. |
| (a) | The first and second paragraphs of Items (a) and (b) of Item 5 of the Prior 13D are hereby amended as follows:
(a) -- (b) The following disclosure is based upon 55,569,794 Class A Ordinary Shares outstanding as of September 30, 2025 as set forth in the Issuer's Report of Foreign Private Issuer on Form 6-K filed with the SEC on December 22, 2025.
As of the date of the event which requires this filing of this Amendment No. 5, KMBP has sole voting and dispositive power over 19,633,273 Class A Ordinary Shares, which constitute approximately 35.3% of the Class A Ordinary Shares outstanding as of September 30, 2025. |
| (c) | Item (c) of the Prior 13D is hereby amended by adding a new paragraph after the first paragraph as follows:
"Since the filing of the Amendment No. 4, KMBP sold 570,169 Class A Ordinary Shares as more fully described in Annex A."
ANNEX A
TRANSACTIONS IN THE CLASS A ORDINARY SHARES
The table below sets forth transactions in Class A Ordinary Shares of the Issuer since the date of the event which required the Reporting Person to file its most recent Schedule 13D amendment. Each of the transactions set forth is an open market sales transaction on NASDAQ.
Trade Date Shares Sold Price Per Share(1)
4/2/2026 44,486 $1.688(2)
4/6/2026 42,207 $1.671(3)
4/7/2026 49,535 $1.610(4)
4/8/2026 34,845 $1.651(5)
4/9/2026 27,046 $1.652(6)
4/10/2026 30,246 $1.679(7)
4/13/2026 15,688 $1.661(8)
4/14/2026 34,930 $1.672(9)
4/15/2026 50,000 $1.686(10)
4/15/2026 49,058 $1.675(11)
4/16/2026 57,923 $1.680(12)
4/17/2026 40,211 $1.660(13)
4/20/2026 18,330 $1.634(14)
4/21/2026 19,271 $1.622(15)
4/22/2026 16,674 $1.590(16)
4/23/2026 39,719 $1.505(17)
Total Shares Sold 570,169
(1) The prices reported in this column represent the weighted average price for each trade date. The Reporting Person undertakes to provide to the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (2) through (17) below.
(2) These shares were sold in multiple transactions at prices ranging from $1.60 to $1.78, inclusive.
(3) These shares were sold in multiple transactions at prices ranging from $1.61 to $1.75, inclusive.
(4) These shares were sold in multiple transactions at prices ranging from $1.58 to $1.67, inclusive.
(5) These shares were sold in multiple transactions at prices ranging from $1.60 to $1.71, inclusive.
(6) These shares were sold in multiple transactions at prices ranging from $1.60 to $1.705, inclusive.
(7) These shares were sold in multiple transactions at prices ranging from $1.65 to $1.71, inclusive.
(8) These shares were sold in multiple transactions at prices ranging from $1.65 to $1.70, inclusive.
(9) These shares were sold in multiple transactions at prices ranging from $1.65 to $1.71, inclusive.
(10) These shares were sold in multiple transactions at prices ranging from $1.66 to $1.71, inclusive.
(11) These shares were sold in multiple transactions at prices ranging from $1.66 to $1.71, inclusive.
(12) These shares were sold in multiple transactions at prices ranging from $1.66 to $1.705, inclusive.
(13) These shares were sold in multiple transactions at prices ranging from $1.63 to $1.68, inclusive.
(14) These shares were sold in multiple transactions at prices ranging from $1.60 to $1.67, inclusive.
(15) These shares were sold in multiple transactions at prices ranging from $1.60 to $1.66, inclusive.
(16) These shares were sold in multiple transactions at prices ranging from $1.57 to $1.62, inclusive.
(17) These shares were sold in multiple transactions at prices ranging from $1.50 to $1.58, inclusive. |
