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SEC Company Response from Token Cat Ltd (TC) (CIK 0001743340) (TC) — Nov 16, 2018

Token Cat Ltd (TC) (CIK 0001743340)
Date: Nov. 16, 2018 · CIK: 0001743340 · Accession: 0001144204-18-060372

Offering / Registration Process Regulatory Compliance Capital Structure

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File numbers found in text: 333-227940

Date
November 16, 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 this letter in connection with 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.5 to the Registration Statement (“Amendment No.5”) to reflect a decrease of the proposed maximum base offering size from 4,000,000 American depositary shares to 3,000,000 American depositary shares.

To facilitate your review, we have separately delivered to you today five courtesy copies of Amendment No.5, marked to show changes to the Amendment No.4 to the Registration Statement filed on November 15, 2018.

The Company has commenced road show and contemplates to price the deal on or about November 19, 2018. As such, we would be grateful if the Staff could respond promptly with additional comments, if any, on Amendment No.5 prior to the contemplated public offering.

If you have any questions regarding the Amendment No.5, please contact the undersigned by telephone at 86-10-6529-8308 or via e-mail at douyang@wsgr.com.

Very truly
yours,
/s/ Dan Ouyang

Show Raw Text
CORRESP
1
filename1.htm

November 16, 2018

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 this letter in connection with 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.5 to the Registration Statement (“Amendment
No.5”) to reflect a decrease of the proposed maximum base offering size from 4,000,000 American depositary shares to
3,000,000 American depositary shares.

To facilitate your review, we have separately
delivered to you today five courtesy copies of Amendment No.5, marked to show changes to the Amendment No.4 to the Registration
Statement filed on November 15, 2018.

The Company has commenced road show and
contemplates to price the deal on or about November 19, 2018. As such, we would be grateful if the Staff could respond promptly
with additional comments, if any, on Amendment No.5 prior to the contemplated public offering.

If you have any questions regarding the
Amendment No.5, please contact the undersigned by telephone at 86-10-6529-8308 or via e-mail at douyang@wsgr.com.

    Very truly
    yours,

    /s/ Dan Ouyang

    Dan Ouyang

austin      beijing      boston      brussels      hong kong      london      los angeles      new york      palo alto
 san diego      san francisco      seattle      shanghai      washington, dc      wilmington, de

November 16, 2018

Page 2

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