SEC Comment Letter for Token Cat (TC) — Aug 10, 2022
Token Cat Ltd
Date: Aug. 10, 2022 · CIK: 0001743340 · Accession: 0000000000-22-008493
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File numbers found in text: 333-264942
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United States securities and exchange commission logo
August 10, 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. 3 to Registration Statement on Form F-3
Filed August 2, 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.
Amendment No. 3 to Form F-3 filed August 2, 2022
Recent Regulatory Development, page 7
1.We note your revisions in response to comment 3. Please revise your disclosure to state,
if accurate, that you have obtained all permissions and approvals to operate your business
and the business of the VIE, and remove the reference to your "main business
operations." Please make similar revisions elsewhere as necessary.
Exhibit Index, page II-4
2.Your exhibit index indicates that certain exhibits, such as the legal opinions regarding the
validity of the securities and certain Cayman Islands and PRC tax matters, will be filed as
an exhibit to a post-effective amendment or as an exhibit to a report filed under the
FirstName LastNameChenxi Yu
Comapany NameTuanChe Ltd
August 10, 2022 Page 2
FirstName LastName
Chenxi Yu
TuanChe Ltd
August 10, 2022
Page 2
Exchange Act. These exhibits must be filed with the Form F-3 prior to effectiveness.
Please file these exhibits, and revise the Exhibit Index accordingly.
Please contact Ryan Lichtenfels at 202-551-4457 or Erin Jaskot at 202-551-3442 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc: Dan Ouyang