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SEC Company Response from Token Cat Ltd (TC) (CIK 0001743340) (TC) — Nov 5, 2018

Token Cat Ltd (TC) (CIK 0001743340)
Date: Nov. 5, 2018 · CIK: 0001743340 · Accession: 0001144204-18-057293

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Document Type
Confidence
SEC Posture
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Reasoning

File numbers found in text: 333-227940

Date
October 23, 2018
Author
/s/ Dan Ouyang
Form
CORRESP
Company
Token Cat Ltd (TC) (CIK 0001743340)

Letter

Division of Corporation Finance Office of Information Technologies and Services 100 F Street, NE Washington, D.C. 20549 Re: TuanChe Limited (CIK No. 0001743340) Registration Statement on Form F-1 (File No. 333-227940)

Dear Ms. Walsh, Mr. Krikorian, Mr. Foland, and Ms. Jacobs,

On behalf of our client, TuanChe Limited, a foreign private issuer organized under the laws of the Cayman Islands (the “Company”), we hereby submit to the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) this letter in connection with the Company’s registration statement on Form F-1 initially filed on October 23, 2018 (the “Registration Statement”). Concurrent with the submission of this letter, the Company is filing its Amendment No. 1 to the Registration Statement (the “Amended Registration Statement”).

To facilitate your review, we have separately delivered to you today five courtesy copies of the Amended Registration Statement, marked to show changes to the Amended Registration Statement, and two copies of the submitted exhibits.

The Company currently contemplates to commence the road show as early as November 8, 2018. As such, we would be grateful if the Staff could respond promptly with additional comments, if any, on the Amended Registration Statement prior to the contemplated public offering.

If you have any questions regarding the Amended Registration Statement, please contact the undersigned by telephone at 86-10-6529-8308 or via e-mail at douyang@wsgr.com. Questions pertaining to accounting and auditing matters may be directed to the audit engagement partner at PricewaterhouseCoopers Zhong Tian LLP, Der Hua You, by telephone at 86-10-6533-2221, or by email at der.hua.you@cn.pwc.com. PricewaterhouseCoopers Zhong Tian LLP is the independent registered public accounting firm of the Company.

austin beijing boston brussels hong kong london los angeles new york palo alto

san diego san francisco seattle shanghai washington, dc wilmington, de

November 5, 2018

Page 2

Very truly yours,
/s/ Dan Ouyang

Show Raw Text
CORRESP
1
filename1.htm

Confidential

Ms. Melissa Walsh

Mr. Stephen Krikorian

Mr. Michael Foland

Ms. Barbara Jacobs

Division of Corporation Finance

Office of Information Technologies and 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-1 (File
No. 333-227940)

Dear Ms. Walsh, Mr.
Krikorian, Mr. Foland, and Ms. Jacobs,

On behalf of our client, TuanChe Limited,
a foreign private issuer organized under the laws of the Cayman Islands (the “Company”), we hereby submit to
the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) this
letter in connection with the Company’s registration statement on Form F-1 initially filed on October 23, 2018 (the “Registration
Statement”). Concurrent with the submission of this letter, the Company is filing its Amendment No. 1 to the Registration
Statement (the “Amended Registration Statement”).

To facilitate your review, we have separately
delivered to you today five courtesy copies of the Amended Registration Statement, marked to show changes to the Amended Registration
Statement, and two copies of the submitted exhibits.

The Company currently contemplates to commence
the road show as early as November 8, 2018. As such, we would be grateful if the Staff could respond promptly with additional comments,
if any, on the Amended Registration Statement prior to the contemplated public offering.

If you have any questions regarding the
Amended Registration Statement, please contact the undersigned by telephone at 86-10-6529-8308 or via e-mail at douyang@wsgr.com.
Questions pertaining to accounting and auditing matters may be directed to the audit engagement partner at PricewaterhouseCoopers
Zhong Tian LLP, Der Hua You, by telephone at 86-10-6533-2221, or by email at der.hua.you@cn.pwc.com.
PricewaterhouseCoopers Zhong Tian LLP is the independent registered public accounting firm of the Company.

austin  beijing  boston  brussels  hong kong  london  los angeles  new york  palo alto

san diego  san francisco  seattle  shanghai  washington, dc  wilmington, de

November 5, 2018

Page 2

    Very truly yours,

/s/ Dan Ouyang

Dan Ouyang

Enclosures

 cc: Wei Wen, Chief Executive Officer, TuanChe Limited

Zhihai Mao, Chief Financial Officer, TuanChe
Limited

Der Hua You, Partner, PricewaterhouseCoopers
Zhong Tian LLP

Benjamin W. James, Partner, Kirkland &
Ellis International LLP

David T. Zhang, Partner, Kirkland &
Ellis International LLP