Alta Partners, LLC v. Suncar Technology Group, Inc.

Filing 74

MEMORANDUM OPINION & ORDER re: 41 MOTION to Dismiss The Amended Complaint For Failure To State A Claim Under Rule 12(b)(6). filed by Suncar Technology Group, Inc. For the foregoing reasons, Defendant's motion to dismiss is granted. Count I of the Amended Complaint is dismissed with prejudice. The Clerk of Court is directed to terminate the motion pending at Dkt. No. 41. SO ORDERED. (Signed by Judge Gregory H. Woods on 3/4/2025) (sgz)

UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK
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:
ALTA PARTNERS, LLC,
:
:
Plaintiff,
:
:
-v:
:
SUNCAR TECHNOLOGY GROUP, INC.,
:
:
Defendant.
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GREGORY H. WOODS, United States District Judge:
I.

USDC SDNY
DOCUMENT
ELECTRONICALLY FILED
DOC #: _________________
DATE FILED: 3/4/2025

1:23-cv-7974-GHW
MEMORANDUM OPINION &
ORDER

INTRODUCTION
Plaintiff Alta Partners, LLC (“Alta”) purchased and attempted to exercise certain warrants to

purchase shares in Defendant SunCar Technology Group, Inc. (“SunCar”). When SunCar refused
to allow Alta to exercise the warrants, Alta commenced this action for breach of the warrant
agreement. The warrant agreement provides that a cash exercise is available to a registered warrant
holder only after completion of a business combination involving SunCar and only at such time as
there is an effective registration statement and prospectus covering the shares issuable upon exercise
of the warrants. SunCar filed a Form F-4 registering certain securities related to the business
combination, but the parties dispute whether the Form F-4 effectively registered the securities
underlying the warrants. SunCar moves to dismiss one of Alta’s breach of contract claims, arguing
that the Form F-4 failed to register effectively the securities issuable upon exercise of the warrants
and that the prospectus in the Form F-4 was not current when Alta attempted to exercise the
warrants. Because the Form F-4 did not specify that it registered the shares issuable upon exercise
of the warrants, and because SunCar did not pay the proper registration fee to register those shares,
SunCar’s motion to dismiss is GRANTED.

II.

BACKGROUND
A. Facts1
1. Parties and Relevant Non-Parties
SunCar is a Cayman Islands company with its principal place of business in Shanghai,

People’s Republic of China. Dkt. No. 40 (“Am. Compl.”) ¶ 11. Alta is a limited liability company.
Id. ¶ 9. Alta’s sole member, Steven Cohen, is a resident of Puerto Rico. Id.
Goldenbridge Acquisition Corp. (“Goldenbridge” or “GBRG”) is a special purpose
acquisition company or “SPAC.” Id. ¶ 2. A SPAC is a “publicly traded company that holds cash in
trust for its investors and exists for the purpose of identifying a non-public target company” with
which to enter a business combination. Id. ¶ 14. The SPAC “provides the target company with
capital and brings it public as an alternative to the traditional initial public offering process.” Id.
“Following a successful business combination with a target company, investors in the SPAC become
shareholders of the target company.” Id. ¶ 15. This process is referred to as a “de-SPAC”
transaction. Id.
In May 2022, Goldenbridge announced a business combination with SunCar as part of a deSPAC transaction whereby SunCar would become a publicly listed company. Id. ¶ 16. The business
combination was completed on May 17, 2023. Id. ¶ 23.
2. The Warrant Agreement
Goldenbridge issued public warrants (the “Public Warrants”) pursuant to a warrant
agreement dated March 1, 2021 (the “Warrant Agreement”). Id. ¶ 2; see Dkt. No. 40-1 (Warrant
Agreement). Each warrant “entitle[s] its holder to purchase one-half (1/2) of one Ordinary Share”
of Goldenbridge (the “Warrant Shares”). Warrant Agreement at 1. Section 4.5 of the Warrant

1 The following facts are drawn from the Amended Complaint, exhibits attached thereto, and public filings with the

SEC. See ATSI Commc’ns, Inc. v. Shaar Fund, Ltd., 493 F.3d 87, 98 (2d Cir. 2007).

2

Agreement provides that in the event of a business combination, registered holders of the Public
Warrants “shall thereafter have the right to purchase and receive, upon the basis and upon the terms
and conditions specified in the Warrants . . . , the kind and amount of shares of stock . . . , that the
Registered Holder would have received if such Registered Holder had exercised his, her or its
Warrant(s) immediately prior to such event.” In effect, “upon the close of the Business
Combination” the “Public Warrants’ issuer [changed] from Goldenbridge to SunCar.” Am. Compl.
¶ 18.
The Warrant Agreement provides that a cash exercise is available to a registered holder of
the Public Warrants only after “completion of [Goldenbridge’s] initial business combination,” § 3.2,
and “only during such times that there is an effective registration statement registering the Warrant
Shares, with the prospectus contained therein being available for the resale of the Warrant Shares,”
§ 3.3.1. The Warrant Agreement sets the exercise price at “$11.50 per full share.” Warrant
Agreement § 3.1. The Warrant Agreement provides for a cashless exercise “if there is no effective
registration statement registering the Warrant Shares on any day the Registered Holder desires to
exercise the Warrants and more than 90 days have passed since [Goldenbridge] complete its initial
business combination.” Warrant Agreement § 3.3.2.
Section 7.4 of the Warrant Agreement states:
Registration of Ordinary Shares. [Goldenbridge] agrees that as soon as
practicable, but in no event later than thirty (30) business days after the closing of a
Business Combination, it shall use its best efforts to file with the SEC a registration
statement for the registration under the Act of the Ordinary Shares issuable upon
exercise of the Warrants, and to cause the same to become effective and to maintain
the effectiveness of such registration statement, and a current prospectus relating
thereto, until the expiration of the Warrants in accordance with the provisions of this
Agreement.
3. Goldenbridge Files a Form F-4
On January 18, 2023, Goldenbridge filed a Form F-4, which was subsequently amended on
February 24, 2023; March 9, 2023; March 20, 2023; and March 27, 2023. Am. Compl. ¶ 24. The
3

Form F-4 was declared effective by the SEC on March 30, 2023. Id.; see Dkt. No. 43-1 (the effective
“Form F-4”). The prospectus attached to the Form F-4 opens with a paragraph “about this proxy
statement”:
This document, which forms part of a registration statement on Form F-4 filed
by PubCo2 (File No. 333-269295) with the SEC, constitutes a prospectus of PubCo
under Section 5 of the Securities Act, with respect to the issuance of (i) the PubCo
Class A Ordinary Shares to Goldenbridge’s shareholders, (ii) the PubCo Warrants to
holders of GBRG Warrants in exchange for the GBRG Warrants, (iii) the PubCo
Class A Ordinary Shares underlying the PubCo Rights, and (iv) the PubCo Class A
Ordinary Shares and the PubCo Class B Ordinary Shares to SunCar’s shareholders, if
the Business Combination is consummated. This document also constitutes a notice
of meeting and a proxy statement under Section 14(a) of the Exchange Act, with
respect to the Extraordinary General Meeting at which Goldenbridge’s shareholders
will be asked to consider and vote upon the Proposals.
Form F-4 at 14 (emphasis added).
In various places, the Form F-4 states that the Public Warrants “will become exercisable
upon the completion of the Business Combination and will expire five years after the completion of
the Business Combination or earlier upon redemption or liquidation.” Id. at 38; see also id. at 281,
311, 333.
The Form F-4 also contains language that states that it is Goldenbridge’s “current intention
to have an effective and current registration statement covering the ordinary shares issuable upon
exercise of the warrants and a current prospectus relating to such ordinary shares in effect promptly
following consummation of an initial business combination.” Form F-4 at 311. It goes on to state
that “[n]otwithstanding the foregoing, if a registration statement covering the ordinary shares
issuable upon exercise of the public warrants is not effective within 90 days following the
consummation of our initial business combination, public warrant holders may . . . exercise warrants
on a cashless basis.” Id. Further, the Form F-4 reiterates that the Public Warrants will not be
exercisable “unless at the time a holder seeks to exercise such warrant, a prospectus relating to the
2 The Form F-4 refers to the surviving post-combination entity as “PubCo.”

4

See Form F-4 at 1.

PubCo Class A Ordinary Shares issuable upon exercise of the PubCo Warrants is current and the
PubCo Class A Ordinary Shares have been registered.” Id. at 282. It also reiterates that PubCo
“agreed to use its best efforts to meet these conditions and to maintain a current prospectus relating
to the PubCo Class A Ordinary Shares issuable upon exercise of the PubCo Warrants,” with a
warning that “PubCo cannot assure you that it will be able to do so.” Id. at 209.
Table 1 of the Calculation of Filing Fee Tables to the Form F-4, Dkt. No. 43-3 (the “Fee
Table”), shows the registration fees for “newly registered securities.” A footnote to that table
contains the following text:
Based on the maximum number of Class A ordinary shares, $0.0001 par value
per share (“Class A Ordinary Shares”) and Class B ordinary shares, $0.0001 par value
per share (“Class B Ordinary Shares”), of the registrant issuable upon a business
combination (the “Business Combination”) involving Goldenbridge Acquisition
Limited (“GBRG”) and Auto Services Group Limited, a Cayman Islands exempted
company (“SunCar”). This number is based on the 30,371,435 Class A Ordinary
Shares and 49,628,565 Class B Ordinary Shares issuable as consideration in connection
with the Business Combination to the existing shareholders of SunCar in accordance
with the terms of the Agreement and Plan of Merger, dated May 23, 2022. This
number includes: (1) 30,371,435 Class A Ordinary Shares to be issued to the existing
shareholders of SunCar, (2) 49,628,565 Class B Ordinary Shares to be issued to the
existing shareholders of SunCar, (3) 1,745,613 Class A Ordinary Shares to be issued to
GBRG public shareholders, (4) 1,816,250 Class A Ordinary Shares to be issued to the
GBRG Sponsor, GBRG directors, certain affiliates of GBRG and certain other
shareholders, including Class A Ordinary Shares underlying the Private Units, (5)
6,100,000 Warrants to purchase Class A Ordinary Shares held by GBRG shareholders,
including the Warrants underlying the Private Units, (6) 3,050,000 Class A Ordinary
Shares underlying the Warrants, including the Warrants underlying the Private
Units, (7) 610,000 Class A Ordinary Shares underlying the Rights, (8) 287,500 Class
A Ordinary Shares included in the Units underlying the Unit Purchase Option, (9)
28,750 Class A Ordinary Shares underlying the Rights included in the Units underlying
the Unit Purchase Option, (10) 287,500 Warrants included in the Units underlying the
Unit Purchase Option, (11) 143,750 Class A Ordinary Shares underlying the Warrants
included in the Units underlying the Unit Purchase Option; and (12) 1,001,250 Class
A Ordinary Shares to be issued to advisors. Pursuant to Rule 416(a) of the Securities
Act of 1933, as amended (the “Securities Act”), there are also being registered an
indeterminable number of additional securities as may be issued to prevent dilution
resulting from share sub-divisions, share dividends or similar transactions.
Fee Table at 2 (emphasis added). The Fee Table shows that SunCar calculated the fee under 17
CFR § 230.457(f). Id. at 1–2. The Fee Table also shows that SunCar calculated a fee of $102 *
5

0.0001102 = $0.01 total for the 3,050,000 shares underlying the Public Warrants. Id. at 1.
4. SunCar Blocks Alta from Exercising Its Public Warrants
“Alta is the registered holder of 421,060 Public Warrants of SunCar.” Am. Compl. ¶ 10. In
or around May 2023, Alta contacted SunCar to ascertain whether the Warrant Shares were registered
pursuant to an effective registration statement. Id. ¶ 45. SunCar responded that the Public Warrants
could not be exercised “until a registration statement on Form F-1 is filed and declared effective by
the SEC.” Id. ¶ 46. Around this time, SunCar’s shares were worth as much as $45.73. Id. ¶ 49.
5. SunCar Files a Form F-1
On July 24, 2023, SunCar filed a Form F-1, Dkt. No. 43-2 (the “Form F-1”), which was
declared effective by the SEC on August 15, 2023, Am. Compl. ¶ 50. The Form F-1 explicitly
registers the issuance of “3,050,000 Class A Ordinary Shares Issuable Upon Exercise of Warrants.”
Form F-1 at 3. The Form F-1 contains a filing fee table that calculates the “registration fee” for the
3,050,000 Class A Ordinary Shares “issuable upon the exercise” of the Public and Private Warrants.
Dkt. No. 43-4. The Form F-1 fee table shows a fee calculation pursuant to 17 CFR § 230.457(c),
with a total registration fee amount of $3,371.20 for the Warrant Shares. Id. After the Form F-1
was considered effective, SunCar’s shares were trading at around $12.00. Am. Compl. ¶ 50.
B. Procedural History
Alta commenced this action on September 8, 2023. Dkt. No. 1. On September 10, 2024,
Alta filed the Amended Complaint. Dkt. No. 40. Alta alleges that SunCar breached the Warrant
Agreement by forbidding “Alta and other holders to exercise their Public Warrants on or after May
17, 2023,” id. ¶ 63, and by failing “to act in good faith to register the Warrant Shares in a timely
fashion . . . [and] to keep the prospectus relating to the Warrant Shares current,” id. ¶ 72.
On September 20, 2024, SunCar filed a motion to dismiss Alta’s first claim—that SunCar
breached the Warrant Agreement by preventing exercise of the Public Warrants—pursuant to Fed.
6

R. Civ. P. 12(b)(6). Dkt. No. 41. SunCar filed an accompanying memorandum of law that same
day. Dkt. No. 42 (“MOL”). Alta filed its opposition on October 11, 2024. Dkt. No. 44
(“Opposition”). SunCar filed a reply on October 18, 2024. Dkt. No. 46. On November 12, 2024,
and November 14, 2024, Alta filed notices of supplemental authority. Dkt. Nos. 48, 49. On
November 14, 2024, SunCar filed a response to Alta’s first notice of supplemental authority. Dkt.
No. 50. The Court held oral argument on the motion during a conference held on the record on
February 25, 2025. See Transcript of February 25, 2025, Conference, Dkt. No. 70 (“Oral Arg. Tr.”).
III.

LEGAL STANDARD
To survive a motion to dismiss under Fed. R. Civ. P. 12(b)(6), “a complaint must allege

sufficient facts, taken as true, to state a plausible claim for relief.” Johnson v. Priceline.com, Inc., 711
F.3d 271, 275 (2d Cir. 2013) (citing Bell Atl. Corp. v. Twombly, 550 U.S. 544, 555–56 (2007)). To
determine plausibility, courts follow a “two-pronged approach.” Ashcroft v. Iqbal, 556 U.S. 662, 679
(2009). “First, although a court must accept as true all of the allegations contained in a complaint,
that tenet is inapplicable to legal conclusions, and threadbare recitals of the elements of a cause of
action, supported by mere conclusory statements, do not suffice.” Harris v. Mills, 572 F.3d 66, 72
(2d Cir. 2009) (alterations and internal quotation marks omitted) (quoting Iqbal, 556 U.S. at 663).
Second, a court determines “whether the ‘well-pleaded factual allegations,’ assumed to be true,
‘plausibly give rise to an entitlement to relief.’” Hayden v. Paterson, 594 F.3d 150, 161 (2d Cir. 2010)
(quoting Iqbal, 556 U.S. at 679). Determining whether a complaint states a plausible claim is a
“context-specific task that requires the reviewing court to draw on its judicial experience and
common sense.” Iqbal, 556 U.S. at 679.
In resolving a motion to dismiss under Rule 12(b)(6), courts generally may not consider
materials extrinsic to the complaint. Fed. R. Civ. P. 12(d). However, that rule is not absolute. In
addition to the facts alleged in the complaint, courts “may consider any written instrument attached
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to the complaint, statements or documents incorporated into the complaint by reference, legally
required public disclosure documents filed with the SEC, and documents possessed by or known to
the plaintiff and upon which it relied in bringing the suit.” ATSI Commc’ns, Inc. v. Shaar Fund, Ltd.,
493 F.3d 87, 98 (2d Cir. 2007). Courts may also consider “matters of which judicial notice may be
taken.” Goel v. Bunge, Ltd., 820 F.3d 554, 559 (2d Cir. 2016) (citation omitted). Furthermore, on a
motion to dismiss, the Court can consider statements made in a company’s public filings with the
SEC. Kramer v. Time Warner, Inc., 937 F.2d 767, 774 (2d Cir. 1991). However, the Court can consider
them “‘only to determine what the documents stated,’ and ‘not to prove the truth of their
contents.’” Roth v. Jennings, 489 F.3d 499, 509 (2d Cir. 2007) (quoting Kramer v. Time Warner Inc., 937
F.2d 767, 774 (2d Cir. 1991)).
IV.

DISCUSSION
Alta’s first breach of contract claim is premised on the allegations that SunCar’s Form F-4

registered the Warrant Shares and contained a current prospectus relating to the Warrant Shares.
SunCar moves to dismiss, arguing that the Form F-4 failed to register the Warrant Shares and that
the Form F-4 prospectus was not current when Alta attempted to exercise the Public Warrants.
Because the Form F-4 failed to effectively register the Warrant Shares, Alta has not pleaded a breach
of the cash exercise provision of the Warrant Agreement.
A. The Form F-4 Failed to Register the Warrant Shares
1. Legal Standard
“A registration statement shall be deemed effective only as to the securities specified therein
as proposed to be offered.” 15 U.S.C. § 77f(a). The law thus requires issuers to “specify” the
securities proposed to be offered in a registration statement. Section 77f does not suggest that an
issuer can register securities indirectly or by implication. See id.; cf. Barnes v. Osofsky, 373 F.2d 269,
273 (2d Cir. 1967) (“[A]n action under § 11 may be maintained ‘only by one who comes within a
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narrow class of persons, i.e. those who purchase securities that are the direct subject of the
prospectus and registration statement.’”).3
Section 77aa, the “schedule of information required in registration a statement,” provides
some insight into what information must be so “specified” pursuant to section 77f(a). 15 U.S.C.
§ 77aa. Relevant here, item 13 of section 77aa requires that an issuer provide “the specific purposes
in detail and the approximate amounts to be devoted to such purposes, so far as determinable, for
which the security to be offered is to supply funds.” Id. § 77aa(13). Item 15 requires that an issuer
provide “the estimated net proceeds to be derived from the security to be offered.” Id. § 77aa(15).
It is for the Court to decide as a matter of law whether the Form F-4 effectively registered
the Warrant Shares; the Court disagrees with Alta’s argument that this is a fact-intensive inquiry unfit
for resolution at the motion to dismiss stage. The Court, not a factfinder, determines the “legal
effect” of a legal document. Cf. Liang v. City of New York, No. 10-cv-3089 (ENV) (VVP), 2013 WL
5366394, at *5 (E.D.N.Y. Sept. 24, 2013), aff’d sub nom. Liang v. Zee, 764 F. App’x 103 (2d Cir. 2019).
The Court’s role, at this stage, is to determine the legal effect of the Form F-4 by analyzing the
words on the page, construed in light of the applicable securities laws and regulations. Whether the
Form F-4 specifies the securities pursuant to 15 U.S.C. § 77f(a) is “a matter of statutory
interpretation, rather than a matter of analyzing a factual record.” Securities and Exch. Comm’n v.
Coinbase, Inc., No. 23-cv-4738 (KPF), 2025 WL 40782, at *7 (S.D.N.Y. Jan. 7, 2025). As further
evidence of the fact that this question is ripe for resolution at this stage, counsel for Alta at oral

3 SunCar raises strong policy arguments for this rule as well.

Securities law “imposes strict liability on offerors and
sellers of unregistered securities regardless of any degree of fault, negligence or intent on the seller’s part.” S.E.C. v.
Bronson, 14 F. Supp. 3d 402, 408 (S.D.N.Y. 2014) (internal quotation marks omitted). And “[r]egistration exemptions are
construed strictly to promote full disclosure of information for the protection of the investing public.” S.E.C. v.
Cavanagh, 445 F.3d 105, 115 (2d Cir. 2006). The purpose of a strict liability regime for failing to register a security and
the purpose of strict construction of exemptions would both be defeated if an issuer could meet registration
requirements by merely including ambiguous language in a registration filing. The consequent incentive would be for
issuers to include vague, broad, and ambiguous language in registration statements to later evade liability for selling
unregistered securities.

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argument failed to articulate the nature of the evidence—except for legal experts—that Alta could
marshal in discovery to aid in determining whether the Form F-4 adequately specifies the Warrant
Shares. Oral Arg. Tr. at 27:4–19.
Alta cites Tang Capital Partners, LP. v. BRC Inc. (“Tang I”) for the proposition that Alta, at this
stage, need only plead that it is “plausible” that the Form F-4 registered the Warrant Shares. 661 F.
Supp. 3d 48, 70–72 (S.D.N.Y. 2023). Alta thus asks the Court to reserve final judgment on whether
the securities were effectively registered until a factual record has been established. But Alta
misreads Tang I. In Tang I, the S-4 form explicitly stated that it was registering the “common stock
underlying [the] warrants.” Id. at 56. As discussed below, no such language appears in the Form F4. Thus, the issue in Tang I was not, as it is here, whether the S-4 registered the underlying securities.
The issue in Tang I was whether the registered securities (the shares “underlying” the warrants) were
registered for the purpose required by the warrant agreement (to be “issuable upon exercise” of the
warrants). Id. at 63. Put differently, the question in Tang I was a matter of contract interpretation:
what “was required . . . under the [w]arrant [a]greement.” Tang Capital Partners, LP v. BRC Inc. (“Tang
II”), No. 22-cv-3476 (RWL), 2024 WL 4716315, at *23 (S.D.N.Y. Nov. 8, 2024).
The Tang I court found that the warrant agreement was ambiguous and thus denied dismissal
because the court found it “plausible” that the purpose referenced in the warrant agreement was
effectuated by the S-4’s registration of the underlying securities. See Tang II, 2024 WL 4716315, at
*23 (“Tang I further found that . . . the Warrant Agreement was ambiguous as to the number and
type of SEC filings contractually required before BRC must issue stock upon exercise of a warrant.
To resolve that ambiguity, the Court determined it would need to consider extrinsic evidence.”
(internal quotation marks omitted)). Here, by contrast, the Warrant Agreement is not ambiguous,
and the question is whether the underlying Warrant Shares were registered at all. Thus, the
plausibility standard employed in Tang I is inapplicable here, and extrinsic evidence is not required to
10

resolve the relevant question before this Court.
2. The Form F-4 Does Not Directly Specify that the Form F-4 Proposes
an Offering of the Warrant Shares
While Alta points to vague language that might implicitly suggest that the Form F-4 intends
to register the Warrant Shares, the Form F-4 fails to directly specify that Goldenbridge was
proposing to offer the Warrant Shares. The Form F-4 noticeably omits any mention of the shares
underlying the Public Warrants on the first page of the prospectus, which defines what the
document “constitutes” and “does not constitute.” Form F-4 at 14. The Form F-4 states that it
constitutes “part of a registration statement” and “prospectus . . . with respect to the issuance of”
several securities. Id. It explicitly lists, among others, “the PubCo Warrants to holders of GBRG
Warrants in exchange for the GBRG Warrants.” Id. This statement only specifies the exchange of
warrants—the overlying securities—and not the shares issuable upon exercise of the warrants—the
underlying securities.4 Contrast the language regarding the warrants with the language in that very

4 It is permissible for SunCar to register the exchange of the Public Warrants separately from the issuance of the

underlying Warrant Shares. The Securities Act differentiates the issuance or transfer of a convertible security from “an
offer or sale” of the underlying security. See 15 U.S.C. § 77b(a)(3):
The issue or transfer of a right or privilege, when originally issued or transferred with a security, giving
the holder of such security the right to convert such security into another security of the same issuer or
of another person, . . . which right cannot be exercised until some future date, shall not be deemed to
be an offer or sale of such other security; but the issue or transfer of such other security upon the
exercise of such right of conversion or subscription shall be deemed a sale of such other security.
See also 17 CFR § 230.457(i) (applies “[w]here convertible securities and the securities into which conversion is offered
are registered at the same time”); see also id. § 230.457(g) (“If the warrants or rights are to be registered for distribution in
the same registration statement as the securities to be offered pursuant thereto, no separate registration fee shall be
required.”). Alta cites SEC guidance which states that “[w]here the offer and sale of convertible securities or warrants
are being registered under the Securities Act, and such securities are convertible or exercisable within one year, [] the
underlying securities [must] be registered at that time.” SEC Division of Corporate Finance, Compliance and Disclosure
Interpretations, Securities Act Sections, Section 139. Securities Act Section 5, Q. 139.01 (Aug. 14, 2009). However, it was
not necessarily the case that the Public Warrants were convertible or exercisable within one year of the filing of the
Form F-4. The Form F-4 states that “[t]he PubCo Warrants will become exercisable on the later of the completion of
the Business Combination and 12 months from the date of the IPO.” Form F-4 at 281. Thus, the Public Warrants may
have been convertible or exercisable within one year, but they also may not have been, contingent on the date of the
business combination and IPO.
Further, SEC Compliance and Disclosure Interpretations (“C&DIs”) are “not binding due to their highly
informal nature”; “[t]hey are not rules, regulations, or statements of the Commission.” SEC, Compliance and Disclosure
Interpretations (July 31, 2024), https://www.sec.gov/rules-regulations/staff-guidance/compliance-disclosureinterpretations. See also Chechele v. Stand. Gen. L.P., No. 20-CV-3177 (KPF), 2021 WL 2853438, at *7 (S.D.N.Y. July 8,
2021) (stating that C&DIs can be “persuasive, particularly in light of the absence of any contrary precedent”). And even
if the Court were persuaded by C&DI 139.01, it only follows that SunCar should have registered both the underlying and

11

same paragraph explicitly specifying that the Form F-4 is registering the shares “underlying the PubCo
Rights.” Id. (emphasis added). The notable lack of specification of the shares “underlying” the
Public Warrants demonstrates a different intention—that SunCar was not in fact registering the
Warrant Shares. Id.
Additionally, as SunCar raised at oral argument, the Form F-4 fails to satisfy the
requirements of section 77aa for the registration of the Warrant Shares. The Form F-4 does not
describe the purpose of the proceeds to be earned from the exercise of the Warrant Shares, nor does
the Form F-4 even specify how much is expected to be raised from the exercise of the Warrant
Shares. See Form F-4; Oral Arg. Tr. at 16:15–17. By contrast, the Form F-1 clearly specifies that
SunCar “will receive up to an aggregate of approximately $35.1 million from the exercise of the
Warrants” and sets out the intended “use of [the] proceeds.” Dkt. No. 43-2 at 3, 60.
Alta fails to point to clear language in which the Form F-4 specifies or purports to register
the Warrant Shares. Alta cites language scattered across the over 500-page document stating that the
Public Warrants “will become exercisable” upon completion of the business combination. Form F4 at 38, 281, 311, 333. Alta’s contention is that this is an implicit statement that the requirements for
exercise will be met upon completion of the business combination—specifically that there is an
effective registration statement registering the Warrant Shares. The Court cannot rely on this
language alone to rule that the Form F-4 effectively registered the shares.
At best, Alta’s appeal to these ambiguous phrases amounts to an argument that the Form F4 is ambiguous and registered the shares indirectly or by implication.5 But indirect registration or

overlying securities together, not that SunCar did do so. Therefore, the Court cannot rule that the Form F-4, in
purporting to register the exchange of the Public Warrants, necessarily registered the underlying shares, without clear
language to that effect.
5 The Court notes that the Form F-4 also contains language that suggests the contrary implication: the Form F-4 states
that it was SunCar’s “intention” to have an effective registration statement for the shares promptly following the
business combination, but that SunCar “cannot assure” that it will be done. Form F-4 at 209, 311. These statements
create an equally strong implication that no effective registration statement existed at the time the Form F-4 was filed.

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registration by implication is not the standard set forth in the Securities Act for effective registration,
and Alta provides no case law that employs a more lenient rule than direct specification. In the
Matter of United Combustion Corp., 3 S.E.C. 1062 (S.E.C. Release Oct. 19, 1938) (“[I]t would be
contrary to the obvious intent of the Securities Act to permit the registration of more securities than
are presently intended to be offered, and thus give securities offered at some remote future time at
least the appearance of a registered status.”). Alta’s proposed standard would allow clever lawyers to
draft or find ambiguous excerpts in lengthy filing statements to defend against claims of selling
unregistered securities, and could, as here, allow a party to assert that securities an issuer had not
intended to register in fact were. The clear, bright line rule, established by the Securities Act, that a
registration statement must directly “specify” the registered securities avoids such gamesmanship.
The Form F-4 fails to “specify” that it registered the shares underlying the Public Warrants, and
therefore the Form F-4 failed to effectively register those shares.
3. The Form F-4 Fee Table Shows that SunCar Did Not Pay the
Registration Fee Required to Register the Warrant Shares
The Fee Table further demonstrates that the Form F-4 failed to effectively register the
Warrant Shares. While the Fee Table does list the 3,050,00 “Class A Ordinary Shares underlying the
Warrants” as “newly registered securities,” the fee shown in the table for these securities is
calculated under the rule for an “exchange” of securities, not an issuance of securities, and
consequently the fee paid is too small for proper registration of the Warrant Shares under the
Securities Act. “The filing of a registration statement shall not be deemed to have taken place unless
it is accompanied by a United States postal money order or a certified bank check or cash for the
amount of the fee required under subsection (b).” 15 U.S.C. § 77f(c). However, “[t]he failure to pay
an insignificant amount of the required fee at the time of filing, as the result of a bona fide error,
shall not be deemed to affect the date of filing.” 17 CFR § 230.457(a).
Subsection (b) provides that “[a]t the time of filing a registration statement, the applicant
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shall pay . . . a fee at a rate” based on “the maximum aggregate price at which such securities are
proposed to be offered.” 15 U.S.C. § 77f(b)(1). Rule 457(i) provides the method of computing the
registration fee when registering a warrant while simultaneously registering the common stock
underlying the warrant. See SEC Division of Corporate Finance, Compliance and Disclosure
Interpretations, Securities Act Rules, Section 240. Rule 457 – Computation of Fee, Q. 240.06 (Jan. 26,
2009). Specifically, Rule 457(i) provides:
Where convertible securities and the securities into which conversion is
offered are registered at the same time, the registration fee is to be calculated on the
basis of the proposed offering price of the convertible securities alone, except that if
any additional consideration is to be received in connection with the exercise of the
conversion privilege the maximum amount which may be received shall be added to
the proposed offering price of the convertible securities.
17 CFR § 230.457(i). By contrast, Rule 457(f)(2), which applies “[w]hen securities are to be offered
in exchange for other securities,” provides that the registration fee may be calculated using “onethird of the . . . par value.” 17 CFR § 230.457(f)(2).
When SunCar filed the Form F-4, it calculated the registration fee under Rule 457(f)(2)
rather than Rule 457(i). See Fee Table at 2 (“calculating the registration fee in accordance with Rule
457(f)(2)”). That was not the correct rule for registering the Warrant Shares. Alta concedes this
point. See Opposition at 13 (“SunCar calculated the filing fee under Rule 457(f) when it should have
instead calculated the fee under Rule 457(i).”). The Fee Table shows that the fee for registering the
Warrant Shares was calculated using “one third” of the “$0.0001 par value per share.” Fee Table at
2; see 17 CFR § 230.457(f)(2). The Fee Table does not calculate the fee for the Warrant Shares using
the $11.50 exercise price, pursuant to Rule 457(i) for registering warrants and their underlying shares.
See Fee Table; Warrant Agreement § 3.1. Thus, not only does the prospectus purport to register
only the “exchange” of the Public Warrants, but the Fee Table calculates a registration fee pursuant
to the rule only for the “exchange” of warrants. SunCar did not specify that it was offering the
shares underlying the Public Warrants in the Form F-4, nor did SunCar pay the proper fee to do so.
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The result of calculating the registration fee pursuant to Rule 457(f)(2) is that SunCar paid a
nominal fee of just one cent. Fee Table at 1. Tellingly, in the Form F-1, in which SunCar purported
to register the Warrant Shares, SunCar calculated the registration fee pursuant to Rule 457(c) and
came out with a total fee amount of $3,371.20. Dkt. No. 43-4. Therefore, as Alta concedes, if
SunCar was attempting to register the Warrant Shares in the Form F-4, SunCar underpaid the
applicable registration fee. See Opposition at 13. And at oral argument, counsel for Alta further
conceded that this underpayment was not “insignificant.” Oral Arg. Tr. at 31:2–9; see 17 CFR
§ 230.457(a) (“[F]ailure to pay an insignificant amount of the required fee at the time of filing, as the
result of a bona fide error, shall not be deemed to affect the date of filing.”). Because SunCar
calculated the registration fee under Rule 457(f) and therefore underpaid the required registration
fee, the Form F-4 did not effectively register the Warrant Shares.
B. Because the Form F-4 Did Not Effectively Register the Warrant Shares, Alta
Fails to Plead that SunCar Breached the Warrant Agreement
Because the Form F-4 did not effectively register the Warrant Shares, SunCar did not breach
the Warrant Agreement when it prevented Alta from exercising the Public Warrants. The Warrant
Agreement is governed by New York law. Warrant Agreement § 9.3. Under New York law, to state
a claim for breach of contract “the complaint must allege: (i) the formation of a contract between
the parties; (ii) performance by the plaintiff; (iii) failure of defendant to perform; and (iv) damages.”
Orlander v. Staples, Inc., 802 F.3d 289, 294 (2d Cir. 2015) (quoting Johnson v. Nextel Commc’ns, Inc., 660
F.3d 131, 142 (2d Cir. 2011)). “When interpreting a contract, our ‘primary objective is to give effect
to the intent of the parties as revealed by the language of their agreement.’” Chesapeake Energy Corp.
v. Bank of N.Y. Mellon Tr. Co., 773 F.3d 110, 113–14 (2d Cir. 2014) (ellipsis omitted) (quoting
Compagnie Financiere de CIC et de L’Union Europeenne v. Merrill Lynch, Pierce, Fenner & Smith, Inc., 232
F.3d 153, 157 (2d Cir. 2000)). “The words and phrases in a contract should be given their plain
meaning, and the contract should be construed so as to give full meaning and effect to all of its
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provisions.” Id. at 114 (brackets omitted) (quoting Olin Corp. v. Am. Home Assur. Co., 704 F.3d 89, 99
(2d Cir. 2012)).
On a motion to dismiss, “a district court may dismiss a breach of contract claim only if the
terms of the contract are unambiguous.” Orchard Hill Master Fund Ltd. v. SBA Commc’ns Corp., 830
F.3d 152, 156 (2d Cir. 2016). In other words, courts are not “obliged to accept the allegations of the
complaint as to how to construe a contract,” but they “should resolve any contractual ambiguities in
favor of the plaintiff on a motion to dismiss.” Maniolos v. United States, 741 F. Supp. 2d 555, 567
(S.D.N.Y. 2010), aff’d, 469 F. App’x 56 (2d Cir. 2012) (internal quotation marks omitted) (quoting
Subaru Distrib. Corp. v. Subaru of Am., Inc., 425 F.3d 119, 122 (2d Cir. 2005)).
Thus, as a “threshold question,” courts must consider if “the terms of the contract are
ambiguous.” Alexander & Alexander Servs., Inc. v. These Certain Underwriters at Lloyd’s, 136 F.3d 82, 86
(2d Cir. 1998). “Whether or not a writing is ambiguous is a question of law to be resolved by the
courts.” Orlander v. Staples, 802 F.3d 289, 294 (2d Cir. 2015) (quoting W.W.W. Assocs., Inc. v.
Giancontieri, 77 N.Y.2d 157, 162 (1990)). “Ambiguity is determined by looking within the four
corners of the document, not to outside sources.” CVS Pharmacy, Inc. v. Press Am., Inc., 377 F. Supp.
3d 359, 374 (S.D.N.Y. 2019) (quoting JA Apparel Corp. v. Abboud, 568 F.3d 390, 396 (2d Cir. 2009));
see also Brad H. v. City of New York, 17 N.Y.3d 180, 186 (2011) (“Ambiguity is determined within the
four corners of the document; it cannot be created by extrinsic evidence that the parties intended a
meaning different than that expressed in the agreement . . . .”). A contract is unambiguous when it
has “a definite and precise meaning, unattended by danger of misconception . . . and concerning
which there is no reasonable basis for a difference of opinion.” Olin Corp. v. Am. Home Assur. Co.,
704 F.3d 89, 99 (2d Cir. 2012) (citation omitted). Conversely,
[a] contract is ambiguous under New York law if its terms could suggest more than
one meaning when viewed objectively by a reasonably intelligent person who has
examined the context of the entire integrated agreement and who is cognizant of the
customs, practices, usages and terminology as generally understood in the particular
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trade or business.
Orchard Hill, 830 F.3d at 156–57 (internal quotation marks omitted) (quoting Chesapeake Energy Corp.
v. Bank of N.Y. Mellon Tr. Co., 773 F.3d 110, 114 (2d Cir. 2014)). “The language of a contract . . . is
not made ambiguous simply because the parties urge different interpretations.” Oppenheimer & Co. v.
Trans Energy, Inc., 946 F. Supp. 2d 343, 348 (S.D.N.Y. 2013) (internal quotation marks omitted).
Courts analyze ambiguity using the “normal rules of contract interpretation: words and
phrases should be given their plain meaning and a contract should be construed so as to give full
meaning and effect to all of its provisions.” Orchard Hill, 830 F.3d at 157 (internal quotation marks
omitted) (quoting Orlander, 802 F.3d at 295); see also Brad H., 17 N.Y.3d at 185 (“To determine
whether a writing is unambiguous, language should not be read in isolation because the contract
must be considered as a whole.”). But a court applying New York law “may neither rewrite, under
the guise of interpretation, a term of the contract when the term is clear and unambiguous, nor
redraft a contract to accord with its instinct for the dispensation of equity upon the facts of a given
case.” Bank of N.Y. Mellon v. WMC Mortg., LLC, No. 12-cv-7096 (DLC), 2015 WL 2449313, at *2
(S.D.N.Y. May 22, 2015) (quoting Cruden v. Bank of N.Y., 957 F.2d 961, 976 (2d Cir. 1992)). Rather,
“a written agreement that is complete, clear and unambiguous on its face must be enforced
according to the plain meaning of its terms.” MHR Cap. Partners LP v. Presstek, Inc., 12 N.Y.3d 640,
645 (2009) (internal quotation marks omitted).
Alta has failed to adequately plead that SunCar failed to perform under the unambiguous
terms of the Warrant Agreement. Alta’s claim is that SunCar failed to allow the warrant holders to
exercise the Public Warrants after an effective registration statement registering the Warrant Shares
had been filed, in violation of § 3.3.1 of the Warrant Agreement. Am. Compl. ¶¶ 4–6. Because the
Court holds that the Form F-4 did not effectively register the Warrant Shares, there was no effective
registration statement covering the Warrant Shares at the time Alta attempted to exercise the Public
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Warrants. Counsel for Alta raised for the first time at oral argument the contention that the Warrant
Agreement only requires that the registration statement be “deemed effective by the SEC” in order
to trigger cash exercise, even if that statement fails to effectively register the Warrant Shares. Oral
Arg. Tr. at 33:15–34:19. However, § 3.3.1 of the Warrant Agreement requires that there be “an
effective registration statement registering the Warrant Shares” to trigger cash exercise. The plain
meaning of this term is that the registration statement must effectively register the Warrant Shares.
Plaintiff previously acknowledged this point. See Am. Compl. ¶ 4 (alleging that “the Warrant
Agreement’s clear, unambiguous terms” provide that “the shares of common stock underlying the
Public Warrants . . . must be registered under the Securities Act via an effective registration
statement.”). Thus, because the Public Shares were not effectively registered in the Form F-4, Alta
was not required to allow exercise of the Public Warrants, and thus Alta did not breach the Warrant
Agreement when it refused to do so.
C. The Tang and Getty Decisions Do Not Control the Present Motion
Alta cites the decisions in Tang I, Tang II, and Alta Partners, LLC v. Getty Images Holdings, Inc.,
700 F. Supp. 3d 32 (S.D.N.Y. 2023), but those decisions do not control in resolving the present
motion. In both of those cases, the S-4 forms were found to register the shares issuable upon
exercise of public warrants. However, the S-4 forms in those cases explicitly stated that they were
registering the shares “underlying warrants” or “issuable upon exercise” of the warrants. See Getty
Images, 700 F. Supp. 3d at 37; Tang I, 661 F. Supp. 3d at 56. No such language appears in the Form
F-4.
Therefore, unlike in those cases, the Court need not grapple with what Judge Rakoff called
an “invented-for-litigation distinction” between registering the underlying shares for an exchange
and registering the underlying shares for issuance. Getty Images, 700 F. Supp. 3d at 42. The question
here is simply whether the underlying shares were registered at all, for any purpose. The relevant
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statutes and regulations make a distinction between registering the “convertible securit[y] and the
securit[y] into which conversion is offered.” 17 CFR § 230.457(i). Therefore, it is not discordant
with Tang and Getty for the Court to hold, as it does, that the Form F-4 effectively registered the
exchange of the Public Warrants but failed to register the underlying Warrant Shares.
V.

CONCLUSION
For the foregoing reasons, Defendant’s motion to dismiss is granted. Count I of the

Amended Complaint is dismissed with prejudice. The Clerk of Court is directed to terminate the
motion pending at Dkt. No. 41.
SO ORDERED.
Dated: March 4, 2025
New York, New York

__________________________________
GREGORY H. WOODS
United States District Judge

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