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October 18, 2023
Lei Zhang
Co-Chief Executive Officer
Cheche Group Inc.
8/F, Desheng Hopson Fortune Plaza
13-1 Deshengmenwai Avenue
Xicheng District, Beijing 100088, China
Re:Cheche Group Inc.
Registration Statement on Form F-1
Filed September 29, 2023
File No. 333-274806
Dear Lei Zhang:
            We have conducted a limited review of your registration statement and have the
following comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.
Registration Statement on Form F-1
General
1.Revise your prospectus to disclose the price that the sponsor, private placement investors
and other selling securityholder paid for the shares, warrants and shares underlying
warrants being registered for resale. Highlight any differences in the current trading price,
the prices that the selling securityholders acquired their shares, warrants and shares
underlying warrants, and the price that the public securityholders acquired their shares and
warrants. Please also disclose the potential profit the selling securityholders will earn
based on the current trading price. Lastly, please include appropriate risk factor disclosure.
2.Please update your disclosures throughout the filing and address areas that appear to need
updating or that present inconsistencies. Non-exclusive examples of areas where
disclosure should be updated are as follows:
•consider addressing recent volatility in your stock prices after completion of the

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business combination in the last risk factor on page 59; and
•update the discussion relating to the risk that your securities may not be listed on
Nasdaq Stock Market in the second risk factor on page 65.
Prospectus Cover Page, page ii
3.For each of the shares, warrants and shares underlying warrants being registered for
resale, disclose the price that the selling securityholders paid for such securities.
4.Update your disclosure on the cover page, prospectus summary, risk factors and
management discussion and analysis sections, to reflect the current market price of the
underlying securities compared to the exercise price of the warrants. Because the warrants
are now out the money, please disclose the likelihood that warrant holders will not
exercise their warrants. Please also revise the use of proceeds section accordingly. As
applicable, describe the impact on your liquidity and update the discussion on the ability
of your company to fund your operations on a prospective basis with your current cash on
hand.
5.We note your disclosure here that "[b]ased on the Overseas Listing Trial Measures and the
clarification issued by at a press conference held by CSRC, [you] shall complete the filing
procedures with the CSRC in connection with this Business Combination as required by
the Overseas Listing Trial Measures prior to the listing of [your] securities on
Nasdaq." Please update this disclosure because it appears that you have already completed
the business combination. Please also discuss the application of the Trial Measures to this
secondary offering.
Risk Factors, page 18
6.Include an additional risk factor highlighting the negative pressure potential sales of
shares pursuant to this registration statement could have on the public trading price of the
Class A ordinary shares. To illustrate this risk, disclose the purchase price of each of the
securities being registered for resale and the percentage that these shares currently
represent of the total number of shares outstanding. Also disclose whether the current
trading price is at or significantly below the SPAC IPO price, and explain that the private
investors have an incentive to sell because they will still profit on sales because of the
lower price that they purchased their shares than the public investors.
Management's Discussion and Financial Condition and Results of Operations, page 175
7.Please expand your discussion here to reflect the fact that this offering involves the
potential sale of a substantial portion of shares for resale and discuss how such sales could
impact the market price of the company’s common stock.
Liquidity and Capital Resources, page 185
8.In light of the significant number of redemptions and the unlikelihood that the company

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will receive significant proceeds from exercises of the warrants because of the disparity
between the exercise price of the warrants and the current trading price of the Class A
ordinary shares, expand your discussion of capital resources to address any changes in the
company’s liquidity position since the business combination. If the company is likely to
have to seek additional capital, discuss the effect of this offering on the company’s ability
to raise additional capital.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Aisha Adegbuyi at 202-551-8754 or Tonya Aldave at 202-551-3601 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:       Dan Ouyang, Esq.