Form SCHEDULE 13D/A SunCar Technology Group Filed by: KMBP Holdings Ltd
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
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SUNCAR TECHNOLOGY GROUP INC. (Name of Issuer) |
Class A Ordinary Shares, $0.0001 par value per share (Title of Class of Securities) |
(CUSIP Number) |
Andrew Hin Yeung Lo Suite 2202A, South Island Place, 8 Wong Chuk Hang Road Hong Kong, F4, 00000 (852) 3556-0101 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
04/01/2026 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
KMBP Holdings Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
VIRGIN ISLANDS, BRITISH
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
20,203,442.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
36.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO, HC |
Comment for Type of Reporting Person:
This amount consists of Class A Ordinary Shares of SunCar Technology Group Inc., an exempted company incorporated in the Cayman Islands (the "Issuer"), directly held by KMBP Holdings Limited ("KMBP"). The voting power and investment power of KMBP is exercised in accordance with the direction of its board of directors. The directors of KMBP on the date hereof are Mark Qiu, Yu Chun Yin and Bai Wei. In accordance with the rule of three, no single director has the power by himself to vote or dispose of the shares of the Issuer and, as a result, none of the directors are deemed to have beneficial ownership of the Issuer's shares held by KMBP.
The percentage ownership calculation is based on 55,569,794 outstanding Class A Ordinary Shares reported by the Issuer as of September 30, 2025 as set forth in the Issuer's Report of Foreign Private Issuer on Form 6-K filed with the U.S. Securities and Exchange Commission (the "SEC") on December 22, 2025. See Item 3.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A Ordinary Shares, $0.0001 par value per share | |
| (b) | Name of Issuer:
SUNCAR TECHNOLOGY GROUP INC. | |
| (c) | Address of Issuer's Principal Executive Offices:
SUITE 209, NO. 656 LINGSHI ROAD, JING'AN DISTRICT, SHANGHAI,
CHINA
, 200072. | |
Item 1 Comment:
This Amendment No. 4 (this "Amendment No. 4") 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") and Amendment No. 3 filed with the SEC on November 21, 2025 ("Amendment No. 3"). The Original 13D. as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3 and this Amendment No. 4 (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. 4 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. 3.
The Original 13D, as amended by Amendment No. 1, Amendment No. 2 and Amendment No. 3 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. | ||
| Item 2. | Identity and Background | |
| (a) | Item 2(a) of the Prior 13D is amended as follows:
The second sentence in Item 2(a) is replaced by "KMBP was the direct owner of 20,203,442 shares of the Issuer as of the close of business of the date of event which requires filing of this Amendment No. 4." | |
| Item 5. | Interest in Securities of the Issuer | |
| (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 this filing, KMBP has sole voting and dispositive power over 20,203,442 Class A Ordinary Shares, which constitute approximately 36.4% 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:
"During the sixty days prior to April 1, 2026, the reporting date, KMBP sold 628,700 Class A Ordinary Shares as more fully described in Annex A."
ANNEX A
Transactions in the Class A Ordinary Shares in the Past 60 Days
The table below sets forth transactions in Class A Ordinary Shares of the Issuer in the past 60 days. Each of the transactions set forth is an open market sales transaction on NASDAQ.
Trade Date Shares Sold Price Per Share(1)
3/12/2026 33,441 $1.933
3/13/2026 50,000 $1.809
3/13/2026 50,000 $1.804
3/13/2026 3,000 $1.800
3/16/2026 50,000 $1.822
3/16/2026 17,396 $1.809
3/17/2026 22,564 $1.807
3/18/2026 8,716 $1.807
3/19/2026 488 $1.804
3/20/2026 2,980 $1.805
3/23/2026 5,309 $1.805
3/24/2026 5,603 $1.815
3/25/2026 4,496 $1.801
3/26/2026 2,911 $1.773
3/27/2026 9,331 $1.699
3/30/2026 21,274 $1.744
3/31/2026 87,464 $1.709
4/1/2026 253,727 $1.800
Total Shares Sold 628,700
(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 on each trade date. | |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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