SEC Company Response from Token Cat (TC) — Sep 2, 2022

Token Cat Ltd
Date: Sept. 2, 2022 · CIK: 0001743340 · Accession: 0001104659-22-097358

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AI Filing Summary & Sentiment

File numbers found in text: 333-264942

Date

September 2, 2022

Author

TuanChe Limited

Form

CORRESP

Company

Token Cat Ltd

Letter

VIA EDGAR Division of Corporation Finance Office of Trade & Services Washington, D.C. 20549 Re: TuanChe Limited (CIK No. 0001743340) Registration Statement on Form F-3 (Registration No.: 333-264942)

Dear Ms. Jaskot and Mr. Lichtenfels,

Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), TuanChe Limited (the “Company”) hereby requests that the effectiveness of the above-referenced Registration Statement on Form F-3 (the “Registration Statement”) of the Company be accelerated by the Securities and Exchange Commission (the “Commission”) to, and that the Registration Statement become effective at 10:00 A.M., Eastern Time, on September 8, 2022, or as soon thereafter as practicable.

If there is any change in the acceleration request set forth above, the Company will promptly notify you of the change, in which case the Company may be making an oral request of acceleration of the effectiveness of the Registration Statement in accordance with Rule 461 under the Securities Act. Such request may be made by an executive officer of the Company or by any attorney from the Company’s U.S. counsel, Wilson Sonsini Goodrich & Rosati, Professional Corporation.

The Company hereby acknowledges the following:

· should the Commission or the staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

· the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

· the Company may not assert the Staff’s comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

[Signature page follows]

Very truly yours,
TuanChe Limited

Show Raw Text

CORRESP
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filename1.htm

TuanChe Limited

9F, Ruihai Building, No. 21 Yangfangdian Road

Haidian District, Beijing 100038

The People’s Republic of China

September 2, 2022

VIA EDGAR

Erin Jaskot

Ryan Lichtenfels

Division of Corporation Finance

Office of Trade & Services

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

  Re:
  TuanChe Limited (CIK No. 0001743340)

  Registration Statement on Form F-3

  (Registration No.: 333-264942)

Dear Ms. Jaskot and Mr. Lichtenfels,

Pursuant to Rule 461 under the
Securities Act of 1933, as amended (the “Securities Act”), TuanChe Limited (the “Company”) hereby
requests that the effectiveness of the above-referenced Registration Statement on Form F-3 (the “Registration
Statement”) of the Company be accelerated by the Securities and Exchange Commission (the “Commission”) to,
and that the Registration Statement become effective at 10:00 A.M., Eastern Time, on September 8, 2022, or as soon thereafter as practicable.

If there is any change in the
acceleration request set forth above, the Company will promptly notify you of the change, in which case the Company may be making an oral
request of acceleration of the effectiveness of the Registration Statement in accordance with Rule 461 under the Securities Act. Such
request may be made by an executive officer of the Company or by any attorney from the Company’s U.S. counsel, Wilson Sonsini Goodrich &
Rosati, Professional Corporation.

The Company hereby acknowledges
the following:

 · should
                                            the Commission or the staff of the Commission (the “Staff”), acting pursuant
                                            to delegated authority, declare the filing effective, it does not foreclose the Commission
                                            from taking any action with respect to the filing;

 · the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the
filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing;
and

 · the Company may not assert the Staff’s comments and the declaration of effectiveness as a defense
in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

[Signature page follows]

  Very truly yours,

  TuanChe Limited

  By:
  /s/ Wei Wen

  Name:
  Wei Wen

  Title:
  Chairman and Chief Executive Officer

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