SecProbe.io

United States securities and exchange commission logo
July 28, 2022
Chenxi Yu
Chief Financial Officer
TuanChe Ltd
9F, Ruihai Building, No. 21 Yangfangdian Road
Haidian District
Beijing, PRC 100038
Re:TuanChe Ltd
Amendment No. 2 to Registration Statement on Form F-3
Filed July 14, 2022
File No. 333-264942
Dear Mr. Yu:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our July 6, 2022 letter.
Amendment No. 2 to Registration Statement on Form F-3 filed July 14, 2022
Prospectus Cover Page, page i
1.We note your response to comment 2, including your inclusion of the statement that you
"could receive the economic rights and exercise control that results in consolidation of the
VIEs’ operations and financial results into our financial statements through the contractual
arrangements."  We note this sentence references control and benefits accruing to you
because of the VIEs, but is not limited by a clear description of the conditions you have
satisfied for consolidation of the VIE under U.S. GAAP.  Please include such a
description.

 FirstName LastNameChenxi Yu
 Comapany NameTuanChe Ltd
 July 28, 2022 Page 2
 FirstName LastName
Chenxi Yu
TuanChe Ltd
July 28, 2022
Page 2

Prospectus Summary, page 2
2.We note your response to comment 6.  For TuanChe Limited (Cayman), please disclose in
a footnote the other shareholders who own 5% or more of the outstanding securities or
who are directors or executive officers. In addition, please further revise your chart to
indicate who owns the equity for both Shenzhen Drive New Media Co., LTD and Beijing
Internet Drive Technology Co., LTD.
3.We note your revisions in response to comment 8 and your disclosure on page 8 that you
have obtained all license, permits or approvals for your "main business."  Please
clarify what you mean by "main business" in this context and disclose whether you need
these approvals to operate your current business.  Furthermore, please clarify whether any
permissions or approvals related to your current business have been denied; your
disclosure only discusses denial of permissions pertaining to offline events only.
4.We note your revised disclosure on page 8 that you “have endeavored . . . to obtain all
necessary permits [for offline events] according to our estimate of the condition of each
specific event, we cannot assure you that we have been . . . in full compliance with the
licensing requirements for all the offline events we have held.” Please disclose whether
your past offline events were held in full compliance with applicable licensing
requirements. In addition, please add new risk factor disclosure to address the risks
associated with any actual or potential noncompliance. In this regard, we note your
disclosure on page 9 that historically you generated your net revenues primarily through
our offline events.
            You may contact Ryan Lichtenfels at 202-551-4457 or Dietrich King at 202-551-
8071 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Dan Ouyang