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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
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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) |
09/08/2026 (Date of Event Which Requires Filing of This Statement) |
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
19,093,366.00 | ||||||||
| 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)
34.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO, HC |
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. 6 (this "Amendment No. 6") 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"), Amendment No. 4 filed with the SEC on April 3, 2026 ("Amendment No. 4") and Amendment No. 5 filed with the SEC on April 27, 2026 ("Amendment No. 5"). The Original 13D. as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5 and this Amendment No. 6 (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. 6 is being filed to report KMBP's percentage of beneficial ownership of Class 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. 5.
The Original 13D, as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4 and Amendment No. 5 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 of Item 2(a) is replaced by "KMBP was the direct owner of 19,093,366 shares of the Issuer as of the close of business on the date of the event which requires the filing of this Amendment No. 6." | |
| 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 55,969,794 Class A Ordinary Shares outstanding as of March 31, 2026 as set forth in the Issuer's Report of Foreign Private Issuer on Form 6-K filed with the SEC on May 27, 2026.
As of the date of the event which requires the filing of this Amendment No. 6, KMBP has sole voting and dispositive power over 19,093,366 Class A Ordinary Shares, which constitute approximately 34.1% of the Class A Ordinary Shares outstanding as of March 31, 2026. | |
| (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 Amendment No. 5, up to the date of the event which requires the filing of this Amendment No. 6, KMBP sold 539,907 Class A Ordinary Shares as more fully described in Annex A."
ANNEX A
Transactions in Class A Ordinary Shares since the filing of Amendment No. 5
The table below sets forth transactions in Class A Ordinary Shares of the Issuer since the filing of Amendment No. 5. Each of the transactions set forth below is an open market sales transaction on NASDAQ.
Trade Date Shares Sold Price Per Share(1)
4/24/2026 600 $1.507(2)
7/13/2026 24,244 $0.871(3)
7/14/2026 13,200 $0.876(4)
7/15/2026 4,100 $0.854(5)
8/10/2026 1,000 $0.856(6)
8/28/2026 38,000 $0.691(7)
9/02/2026 51,800 $0.640(8)
9/03/2026 65,300 $0.620(9)
9/04/2026 96,720 $0.586(10)
9/08/2026 244,943 $0.499(11)
Total Shares Sold 539,907
(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.
(2) These shares were sold in multiple transactions at prices ranging from $1.50 to $1.53, inclusive.
(3) These shares were sold in multiple transactions at prices ranging from $0.85 to $0.93, inclusive.
(4) These shares were sold in multiple transactions at prices ranging from $0.85 to $0.89, inclusive.
(5) These shares were sold in multiple transactions at prices ranging from $0.85 to $0.89, inclusive.
(6) These shares were sold in multiple transactions at prices ranging from $0.85 to $0.87, inclusive.
(7) These shares were sold in multiple transactions at prices ranging from $0.65 to $0.73, inclusive.
(8) These shares were sold in multiple transactions at prices ranging from $0.63 to $0.69, inclusive.
(9) These shares were sold in multiple transactions at prices ranging from $0.59 to $0.69, inclusive.
(10) These shares were sold in multiple transactions at prices ranging from $0.57 to $0.63, inclusive.
(11) These shares were sold in multiple transactions at prices ranging from $0.44 to $0.59, inclusive. | |
| 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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