SecProbe.io

CORRESP
 1
 filename1.htm

 June
13, 2025

 Via
 EDGAR

 Tonya
Aldave

 Todd Schiffman

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 Office
of Finance

 100
F Street, N.E.

 Washington,
D.C. 20549

 Re:

 Cheche
 Group Inc. (CIK No. 0001965473)

 Registration
 Statement on Form F-3 (Registration No. 333-287000)

 Ladies
and Gentlemen,

 Pursuant
to Rule 461 of Regulation C (" Rule 461 ") promulgated under the Securities Act of 1933, as amended, Cheche Group Inc.
(the " Company ") hereby requests that the effectiveness of the above-referenced registration statement on Form F-3,
as amended (the " F-3 Registration Statement "), be accelerated to, and that the F-3 Registration Statement become effective
at, 4:30 p.m., Eastern Time on June 17, 2025 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 F-3 Registration Statement in accordance with Rule
461. Such request may be made by an executive officer of the Company or by any attorney from the Company's U.S. counsel, Baker
McKenzie LLP.

 [Signature
page follows]

 Very
 truly yours,

 Cheche
 Group Inc.

 By:
 /s/
 Lei Zhang

 Name:
 Lei
 Zhang

 Title:
 Director
 and Chief Executive Officer

CORRESP
 1
 filename1.htm

 Baker
 & McKenzie LLP

 Suite
 3401, China World Office 2
 China
 World Trade Centre
 1
 Jianguomenwai Dajie
 Beijing
 100004
 People's
 Republic of China

 中国北京建国门外大街1
 号
 中国国际贸易中心
 国贸写字楼
 2 座 3401 室
 邮编:
 100004

 Tel:
 +86 10 6535 3800
 Fax:
 +86 10 6505 2309 chinalaw@bakermckenzie.com www.bakermckenzie.com

 Asia
 Pacific
 Bangkok
 Beijing
 Brisbane
 Hanoi
 Ho Chi Minh City
 Hong
 Kong
 Jakarta
 Kuala
 Lumpur*
 Manila*
 Melbourne
 Seoul
 Shanghai
 Singapore
 Sydney
 Taipei
 Tokyo
 Yangon

 May
 29, 2025

 Tonya
 Aldave
 Todd
 Schiffman

 Division
 of Corporation Finance
 Office
 of Finance
 U.S.
 Securities and Exchange Commission
 100
 F Street, N.E.
 Washington,
 D.C. 20549

 Europe,
 Middle East
 &
 Africa
 Abu
 Dhabi
 Almaty
 Amsterdam
 Antwerp
 Bahrain
 Barcelona
 Berlin
 Brussels
 Budapest
 Cairo
 Casablanca
 Doha
 Dubai
 Dusseldorf
 Frankfurt/Main
 Geneva
 Istanbul
 Jeddah*
 Johannesburg
 Kyiv
 London
 Luxembourg
 Madrid
 Milan
 Munich
 Paris
 Prague
 Riyadh*
 Rome
 Stockholm
 Vienna
 Warsaw
 Zurich

 The
 Americas
 Bogota
 Brasilia**
 Buenos
 Aires
 Caracas
 Chicago
 Dallas
 Guadalajara
 Houston
 Juarez
 Lima
 Los
 Angeles
 Mexico
 City
 Miami
 Monterrey
 New
 York
 Palo
 Alto
 Porto
 Alegre**
 Rio
 de Janeiro**
 San
 Francisco
 Santiago
 Sao
 Paulo**
 Tijuana
 Toronto
 Washington,
 DC

 *
 Associated Firm
 **
 In cooperation with
 Trench,
 Rossi e Watanabe
 Advogados
 Re:
 Cheche
 Group Inc. (CIK No. 0001965473)
 Response
 to the Staff's Comments on
 Registration
 Statement on Form F-3
 Filed
 May 6, 2025
 File
 No. 333-287000

 Ladies
 and Gentlemen,

 On
 behalf of our client, Cheche Group Inc., a foreign private issuer incorporated under the laws of the Cayman Islands (the " Company "),
 we are hereby submitting to the staff (the " Staff ") of the Securities and Exchange Commission (the " Commission ")
 this letter setting forth the Company's responses to the comments contained in the Staff's letter dated May 22, 2025
 on the Company's Registration Statement on Form F-3 filed on May 6, 2025 (the " Registration Statement ").
 Concurrently with the submission of this letter, the Company is filing its Amendment No. 1 to the Registration Statement (the " Amendment
 No. 1 ") via EDGAR to the Commission. To facilitate your review, we have separately sent to you via email today a copy of
 the Amendment No. 1, marked to show changes to the Registration Statement, and will, upon your request, deliver paper copies of the
 same to you.

 The
 Staff's comments are repeated below in bold and are followed by the Company's responses. We have included page references
 in the Amendment No. 1 where the language addressing a particular comment appears. Capitalized terms used but not otherwise defined
 herein have the meanings set forth in the Amendment No. 1.

 Beijing
 Suite
 3401, China World Office 2
 China
 World Trade Centre
 1
 Jianguomenwai Dajie
 Beijing
 100004
 People's
 Republic of China
 Tel:
 +86 10 6535 3800
 Fax:
 +86 10 6505 2309
 Hong
 Kong
 14th
 Floor, One Taikoo Place
 979
 King's Road, Quarry Bay
 Hong
 Kong SAR
 People's
 Republic of China
 Tel:
 +852 2846 1888
 Fax:
 +852 2845 0476
 Shanghai
 Unit
 1601, Jin Mao Tower
 88
 Century Avenue
 Pudong,
 Shanghai 200121
 People's
 Republic of China
 Tel:
 +86 21 6105 8558
 Fax:
 +86 21 5047 0020

 Registered
 foreign lawyers not admitted to practice in the PRC.

 Baker
 & McKenzie LLP is a member of Baker & McKenzie International.

 Post-Effective
Amendment No. 2 to Form F-1 on Form F-3

 General

 1.
 We
 note your disclosure that the "PRC government has significant oversight and discretion over the conduct of [your] business
 and may intervene with or influence [your] operations as the government deems appropriate to further regulatory, political and societal
 goals." Please remove the phrase "to further regulatory, political and societal goals."

 Response:
In response to the Staff's comment, the Company has revised the disclosure on the cover page of the Amendment No. 1 to remove the
phrase "to further regulatory, political and societal goals."

 2.
 Please
 revise the first bullet point in this section to disclose the risks that your corporate structure and being based in or having the
 majority of the company's operations in China poses to investors. In particular, describe the significant regulatory, liquidity,
 and enforcement risks. For example, specifically discuss risks arising from the legal system in China, including risks and uncertainties
 regarding the enforcement of laws and that rules and regulations in China can change quickly with little advance notice; and the
 risk that the Chinese government may intervene or influence your operations at any time, or may exert more control over offerings
 conducted overseas and/or foreign investment in China-based issuers, which could result in a material change in your operations and/or
 the value of the securities you are registering for sale. Acknowledge any risks that any actions by the Chinese government to exert
 more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers could significantly
 limit or completely hinder your ability to offer or continue to offer securities to investors and cause the value of such securities
 to significantly decline or be worthless.

 Response:
In response to the Staff's comment, the Company has revised the disclosure on page 11 of the Amendment No. 1.

 3.
 Please
 revise the second paragraph in the first bullet point in this section to disclose each permission or approval that you, your subsidiaries,
 or the VIEs are required to obtain from Chinese authorities to operate your business and to offer the securities being registered
 to foreign investors. State whether you, your subsidiaries, or VIEs are covered by permissions requirements from the China Securities
 Regulatory Commission (CSRC), Cyberspace Administration of China (CAC) or any other governmental agency that is required to approve
 the VIE's operations, and state affirmatively whether you have received all requisite permissions or approvals and whether
 any permissions or approvals have been denied. Please also describe the consequences to you and your investors if you, your subsidiaries,
 or the VIEs: (i) do not receive or maintain such permissions or approvals, (ii) inadvertently conclude that such permissions or approvals
 are not required, or (iii) applicable laws, regulations, or interpretations change and you are required to obtain such permissions
 or approvals in the future.

 Response:
In response to the Staff's comment, the Company has revised the disclosure on page 12 of the Amendment No. 1.

 4.
 Please
 revise the second bullet point to disclose that trading in your securities may be prohibited under the Holding Foreign Companies
 Accountable Act, as amended by the Consolidated Appropriations Act, 2023, and related regulations if the PCAOB determines that it
 cannot inspect or investigate completely your auditor for a period of two consecutive years, and that as a result an exchange may
 determine to delist your securities.

 Response:
In response to the Staff's comment, the Company has revised the disclosure on page 13 of the Amendment No. 1.

 2

 If
you have any questions regarding the Revised Draft Registration Statement, please contact Mr. K. Ronnie Li at Baker & McKenzie LLP
by telephone at +86 138 1033 4784 or via e-mail at Ronnie.Li@bakermckenziefenxun.com, or the undersigned by telephone at +852 2846 1016
or via e-mail at Dan.Ouyang@bakermckenzie.com.

 Very
 truly yours,

 /s/
 Dan Ouyang

 Dan
 Ouyang

 Enclosures

 cc:

 Lei
Zhang, Chairman and Chief Executive Officer, Cheche Group Inc.

 K.
Ronnie Li, Esq., Baker & McKenzie LLP

 3

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 22, 2025

Lei Zhng
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-3
 Filed May 6, 2025
 File No. 333-287000
Dear Lei Zhng:

 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-3
Cover page

1. We note your disclosure that the "PRC government has significant
oversight and
 discretion over the conduct of [your] business and may intervene with or
influence
 [your] operations as the government deems appropriate to further
regulatory, political
 and societal goals." Please remove the phrase "to further regulatory,
political and
 societal goals."
 May 22, 2025
Page 2
Summary of the prospectus
Risks Related to Doing Business in China, page 11

2. Please revise the first bullet point in this section to disclose the
risks that your
 corporate structure and being based in or having the majority of the
company s
 operations in China poses to investors. In particular, describe the
significant
 regulatory, liquidity, and enforcement risks. For example, specifically
discuss risks
 arising from the legal system in China, including risks and
uncertainties regarding the
 enforcement of laws and that rules and regulations in China can change
quickly with
 little advance notice; and the risk that the Chinese government may
intervene or
 influence your operations at any time, or may exert more control over
offerings
 conducted overseas and/or foreign investment in China-based issuers,
which could
 result in a material change in your operations and/or the value of the
securities you are
 registering for sale. Acknowledge any risks that any actions by the
Chinese
 government to exert more oversight and control over offerings that are
conducted
 overseas and/or foreign investment in China-based issuers could
significantly limit or
 completely hinder your ability to offer or continue to offer securities
to investors and
 cause the value of such securities to significantly decline or be
worthless.
3. Please revise the second paragraph in the first bullet point in this
section to disclose
 each permission or approval that you, your subsidiaries, or the VIEs are
required to
 obtain from Chinese authorities to operate your business and to offer
the securities
 being registered to foreign investors. State whether you, your
subsidiaries, or VIEs are
 covered by permissions requirements from the China Securities Regulatory
 Commission (CSRC), Cyberspace Administration of China (CAC) or any other
 governmental agency that is required to approve the VIE s operations,
and state
 affirmatively whether you have received all requisite permissions or
approvals and
 whether any permissions or approvals have been denied. Please also
describe the
 consequences to you and your investors if you, your subsidiaries, or the
VIEs: (i) do
 not receive or maintain such permissions or approvals, (ii)
inadvertently conclude that
 such permissions or approvals are not required, or (iii) applicable
laws, regulations, or
 interpretations change and you are required to obtain such permissions
or approvals in
 the future.
4. Please revise the second bullet point to disclose that trading in your
securities may be
 prohibited under the Holding Foreign Companies Accountable Act, as
amended by the
 Consolidated Appropriations Act, 2023, and related regulations if the
PCAOB
 determines that it cannot inspect or investigate completely your auditor
for a period of
 two consecutive years, and that as a result an exchange may determine to
delist your
 securities.

 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.
 May 22, 2025
Page 3

 Please contact Tonya Aldave at 202-551-3601 or Todd Schiffman at
202-551-3491
with any other questions.

 Sincerely,

 Division of Corporation
Finance
 Office of Finance
cc: Ke Ronnie Li, Esq.
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 Baker
 & McKenzie LLP

 Suite
 3401, China World Office 2
 China
 World Trade Centre
 1
 Jianguomenwai Dajie
 Beijing
 100004
 People's
 Republic of China

 中国北京建国门外大街1
 号
 中国国际贸易中心
 国贸写字楼
 2 座 3401 室
 邮编:
 100004

 Tel:
 +86 10 6535 3800
 Fax:
 +86 10 6505 2309 chinalaw@bakermckenzie.com www.bakermckenzie.com

 Asia
 Pacific
 Bangkok
 Beijing
 Brisbane
 Hanoi
 Ho Chi Minh City
 Hong
 Kong
 Jakarta
 Kuala
 Lumpur*
 Manila*
 Melbourne
 Seoul
 Shanghai
 Singapore
 Sydney
 Taipei
 Tokyo
 Yangon

 May
 15, 2025

 Tonya
 Aldave
 Christian
 Windsor

 Division
 of Corporation Finance
 Office
 of Finance
 U.S.
 Securities and Exchange Commission
 100
 F Street, N.E.
 Washington,
 D.C. 20549

 Europe,
 Middle East
 &
 Africa
 Abu
 Dhabi
 Almaty
 Amsterdam
 Antwerp
 Bahrain
 Barcelona
 Berlin
 Brussels
 Budapest
 Cairo
 Casablanca
 Doha
 Dubai
 Dusseldorf
 Frankfurt/Main
 Geneva
 Istanbul
 Jeddah*
 Johannesburg
 Kyiv
 London
 Luxembourg
 Madrid
 Milan
 Munich
 Paris
 Prague
 Riyadh*
 Rome
 Stockholm
 Vienna
 Warsaw
 Zurich

 The
 Americas
 Bogota
 Brasilia**
 Buenos
 Aires
 Caracas
 Chicago
 Dallas
 Guadalajara
 Houston
 Juarez
 Lima
 Los
 Angeles
 Mexico
 City
 Miami
 Monterrey
 New
 York
 Palo
 Alto
 Porto
 Alegre**
 Rio
 de Janeiro**
 San
 Francisco
 Santiago
 Sao
 Paulo**
 Tijuana
 Toronto
 Washington,
 DC

 *
 Associated Firm
 **
 In cooperation with
 Trench,
 Rossi e Watanabe
 Advogados
 Re:
 Cheche Group Inc. (CIK No. 0001965473)

 Response to the Staff's Comments on

 Post-Effective
Amendment No. 3 to Form F-1 on Form F-3

 Filed May 6, 2025

 File No. 333-274806

 Ladies and Gentlemen,

 On
behalf of our client, Cheche Group Inc., a foreign private issuer incorporated under the laws of the Cayman Islands (the " Company "),
we are hereby submitting to the staff (the " Staff ") of the Securities and Exchange Commission (the " Commission ")
this letter setting forth the Company's responses to the comments contained in the Staff's letter dated May 7, 2025 on the
Company's Post-Effective Amendment No. 3 to Form F-1 on Form F-3 filed on May 6, 2025 (the " Post-Effective Amendment No.
3 "). Concurrently with the submission of this letter, the Company is filing its Post-Effective Amendment No. 4 to Form F-1
on Form F-3 (the " Post-Effective Amendment No. 4 ") via EDGAR to the Commission. To facilitate your review, we have
separately sent to you via email today a copy of the Post-Effective Amendment No. 4, marked to show changes to the Post-Effective Amendment
No. 3, and will, upon your request, deliver paper copies of the same to you.

 The
Staff's comments are repeated below in bold and are followed by the Company's responses. We have included page references
in the Post-Effective Amendment No. 4 where the language addressing a particular comment appears. Capitalized terms used but not otherwise
defined herein have the meanings set forth in the Post-Effective Amendment No. 4.

 Beijing
 Suite
 3401, China World
 Office
 2
 China
 World Trade Centre
 1
 Jianguomenwai Dajie
 Beijing
 100004
 People's
 Republic of China
 Tel:
 +86 10 6535 3800
 Fax:
 +86 10 6505 2309

 Hong
 Kong
 14th
 Floor, One Taikoo Place
 979
 King's Road, Quarry Bay
 Hong
 Kong SAR
 People's
 Republic of China
 Tel:
 +852 2846 1888
 Fax:
 +852 2845 0476

 Shanghai
 Unit
 1601, Jin Mao Tower
 88
 Century Avenue
 Pudong,
 Shanghai 200121
 People's
 Republic of China
 Tel:
 +86 21 6105 8558
 Fax:
 +86 21 5047 0020

 Registered
 foreign lawyers not admitted to practice in the PRC.

 Baker
 & McKenzie LLP is a member of Baker & McKenzie International.

 Post-Effective
Amendment No. 3 to Form F-1 on Form F-3

 Cover
page

 1.
 We
 note your response to prior comment 1 and your revised disclosure that the "PRC government has significant oversight and discretion
 over the conduct of [your] business and may intervene with or influence [your] operations as the government deems appropriate to
 further regulatory, political and societal goals." Please remove the phrase "to further regulatory, political and societal
 goals."

 Response:
In response to the Staff's comment, the Company has revised the disclosure on the cover page of the Post-Effective Amendment No.
4 to remove the phrase "to further regulatory, political and societal goals."

 Summary
of the Prospectus

 Risks
Related to Doing Business in China, page 11

 2.
 We
 note your response to prior comment 2 and your revised disclosure. Please further revise the first bullet point in this section to
 disclose the risks that your corporate structure and being based in or having the majority of the company's operations in China
 poses to investors. In particular, describe the significant regulatory, liquidity, and enforcement risks. For example, specifically
 discuss risks arising from the legal system in China, including risks and uncertainties regarding the enforcement of laws and that
 rules and regulations in China can change quickly with little advance notice; and the risk that the Chinese government may intervene
 or influence your operations at any time, or may exert more control over offerings conducted overseas and/or foreign investment in
 China-based issuers, which could result in a material change in your operations and/or the value of the securities you are registering
 for sale. Acknowledge any risks that any actions by the Chinese government to exert more oversight and control over offerings that
 are conducted overseas and/or foreign investment in China-based issuers could significantly limit or completely hinder your ability
 to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless.

 Response:
In response to the Staff's comment, the Company has revised the disclosure on page 11 of the Post-Effective Amendment No. 4.

 3.
 We
 note your response to prior comment 2 and your revised disclosure. Please further revise the second bullet point in this section
 to disclose each permission or approval that you, your subsidiaries, or the VIEs are required to obtain from Chinese authorities
 to operate your business and to offer the securities being registered to foreign investors. State whether you, your subsidiaries,
 or VIEs are covered by permissions requirements from the China Securities Regulatory Commission (CSRC), Cyberspace Administration
 of China (CAC) or any other governmental agency that is required to approve the VIE's operations, and state affirmatively whether
 you have received all requisite permissions or approvals and whether any permissions or approvals have been denied. Please also describe
 the consequences to you and your investors if you, your subsidiaries, or the VIEs: (i) do not receive or maintain such permissions
 or approvals, (ii) inadvertently conclude that such permissions or approvals are not required, or (iii) applicable laws, regulations,
 or interpretations change and you are required to obtain such permissions or approvals in the future.
 Response:
 In response to the Staff's comment, the Company has revised the disclosure on pages 11 and 12 of the Post-Effective
 Amendment No. 4.

 4.
 We
 note your response to prior comment 2 and your revised disclosure in this section. Please further revise the third bullet point to
 disclose that trading in your securities may be prohibited under the Holding Foreign Companies Accountable Act, as amended by the
 Consolidated Appropriations Act, 2023, and related regulations if the PCAOB determines that it cannot inspect or investigate completely
 your auditor for a period of two consecutive years, and that as a result an exchange may determine to delist your securities.

 Response:
 In response to the Staff's comment, the Company has revised the disclosure on page 12 of the Post-Effective Amendment
 No. 4.

 2

 If
you have any questions regarding the Revised Draft Registration Statement, please contact Mr. K. Ronnie Li at Baker & McKenzie LLP
by telephone at +86 138 1033 4784 or via e-mail at Ronnie.Li@bakermckenziefenxun.com, or the undersigned by telephone at +852 2846 1016
or via e-mail at Dan.Ouyang@bakermckenzie.com.

 Very
 truly yours,

 /s/
 Dan Ouyang

 Dan
 Ouyang

 Enclosures

 cc:

 Lei
Zhang, Chairman and Chief Executive Officer, Cheche Group Inc.

 K.
Ronnie Li, Esq., Baker & McKenzie LLP

 3

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 7, 2025

Lei Zhang
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.
 Post-Effective Amendment No. 3 to Form F-1 on Form F-3
 Filed May 6, 2025
 File No. 333-274806
Dear Lei Zhang:

 We have reviewed your post-effective amendment 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.

Post-Effective Amendment No. 3 to Form F-1 on Form F-3
Cover page

1. We note your response to prior comment 1 and your revised disclosure
that the "PRC
 government has significant oversight and discretion over the conduct of
[your]
 business and may intervene with or influence [your] operations as the
 government deems appropriate to further regulatory, political and
societal goals."
 Please remove the phrase "to further regulatory, political and societal
goals."
Summary of the Prospectus
Risks Related to Doing Business in China, page 11

2. We note your response to prior comment 2 and your revised disclosure.
Please further
 revise the first bullet point in this section to disclose the risks that
your corporate
 structure and being based in or having the majority of the company s
operations in
 May 7, 2025
Page 2

 China poses to investors. In particular, describe the significant
regulatory, liquidity,
 and enforcement risks. For example, specifically discuss risks arising
from the legal
 system in China, including risks and uncertainties regarding the
enforcement of laws
 and that rules and regulations in China can change quickly with little
advance notice;
 and the risk that the Chinese government may intervene or influence your
operations
 at any time, or may exert more control over offerings conducted overseas
and/or
 foreign investment in China-based issuers, which could result in a
material change in
 your operations and/or the value of the securities you are registering
for sale.
 Acknowledge any risks that any actions by the Chinese government to
exert more
 oversight and control over offerings that are conducted overseas and/or
foreign
 investment in China-based issuers could significantly limit or
completely hinder your
 ability to offer or continue to offer securities to investors and cause
the value of such
 securities to significantly decline or be worthless.
3. We note your response to prior comment 2 and your revised disclosure.
Please further
 revise the second bullet point in this section to disclose each
permission or approval
 that you, your subsidiaries, or the VIEs are required to obtain from
Chinese authorities
 to operate your business and to offer the securities being registered to
foreign
 investors. State whether you, your subsidiaries, or VIEs are covered by
permissions
 requirements from the China Securities Regulatory Commission (CSRC),
Cyberspace
 Administration of China (CAC) or any other governmental agency that is
required to
 approve the VIE s operations, and state affirmatively whether you have
received all
 requisite permissions or approvals and whether any permissions or
approvals have
 been denied. Please also describe the consequences to you and your
investors if you,
 your subsidiaries, or the VIEs: (i) do not receive or maintain such
permissions or
 approvals, (ii) inadvertently conclude that such permissions or
approvals are not
 required, or (iii) applicable laws, regulations, or interpretations
change and you are
 required to obtain such permissions or approvals in the future.
4. We note your response to prior comment 2 and your revised disclosure in
this section.
 Please further revise the third bullet point to disclose that trading in
your securities
 may be prohibited under the Holding Foreign Companies Accountable Act,
as
 amended by the Consolidated Appropriations Act, 2023, and related
regulations if the
 PCAOB determines that it cannot inspect or investigate completely your
auditor for a
 period of two consecutive years, and that as a result an exchange may
determine to
 delist your securities.
 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.
 May 7, 2025
Page 3

 Please contact Tonya Aldave at 202-551-3601 or Christian Windsor at
202-551-3419
with any other questions.

 Sincerely,

 Division of Corporation
Finance
 Office of Finance
cc: Ke Ronnie Li, Esq.
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 Baker
 & McKenzie LLP

 Suite
 3401, China World Office 2
 China
 World Trade Centre
 1
 Jianguomenwai Dajie
 Beijing
 100004
 People's
 Republic of China

 中国北京建国门外大街1
 号
 中国国际贸易中心
 国贸写字楼
 2 座 3401 室
 邮编:
 100004

 Tel:
 +86 10 6535 3800
 Fax:
 +86 10 6505 2309 chinalaw@bakermckenzie.com www.bakermckenzie.com

 Asia
 Pacific
 Bangkok
 Beijing
 Brisbane
 Hanoi
 Ho Chi Minh City
 Hong
 Kong
 Jakarta
 Kuala
 Lumpur*
 Manila*
 Melbourne
 Seoul
 Shanghai
 Singapore
 Sydney
 Taipei
 Tokyo
 Yangon

 May
 6, 2025

 Tonya
 Aldave
 Christian
 Windsor

 Division
 of Corporation Finance
 Office
 of Finance
 U.S.
 Securities and Exchange Commission
 100
 F Street, N.E.
 Washington,
 D.C. 20549

 Europe,
 Middle East
 &
 Africa
 Abu
 Dhabi
 Almaty
 Amsterdam
 Antwerp
 Bahrain
 Barcelona
 Berlin
 Brussels
 Budapest
 Cairo
 Casablanca
 Doha
 Dubai
 Dusseldorf
 Frankfurt/Main
 Geneva
 Istanbul
 Jeddah*
 Johannesburg
 Kyiv
 London
 Luxembourg
 Madrid
 Milan
 Munich
 Paris
 Prague
 Riyadh*
 Rome
 Stockholm
 Vienna
 Warsaw
 Zurich

 The
 Americas
 Bogota
 Brasilia**
 Buenos
 Aires
 Caracas
 Chicago
 Dallas
 Guadalajara
 Houston
 Juarez
 Lima
 Los
 Angeles
 Mexico
 City
 Miami
 Monterrey
 New
 York
 Palo
 Alto
 Porto
 Alegre**
 Rio
 de Janeiro**
 San
 Francisco
 Santiago
 Sao
 Paulo**
 Tijuana
 Toronto
 Washington,
 DC

 *
 Associated Firm
 **
 In cooperation with
 Trench,
 Rossi e Watanabe
 Advogados
 Re:
 Cheche Group Inc. (CIK No. 0001965473)

 Response to the Staff's Comments on

 Post-Effective Amendment No. 2 to Form F-1 on Form F-3

 Filed March 17, 2025

 File No. 333-274806

 Ladies and Gentlemen,

 On behalf of our client, Cheche Group Inc., a foreign private issuer incorporated under the laws of the Cayman Islands (the " Company "), we are hereby submitting to the staff (the " Staff ") of the Securities and Exchange Commission (the " Commission ") this letter setting forth the Company's responses to the comments contained in the Staff's letter dated March 31, 2025 on the Company's Post-Effective Amendment No. 2 to Form F-1 on Form F-3 filed on March 17, 2025 (the " Post-Effective Amendment No. 2 "). Concurrently with the submission of this letter, the Company is filing its Post-Effective Amendment No. 3 to Form F-1 on Form F-3 (the " Post-Effective Amendment No. 3 ") via EDGAR to the Commission. To facilitate your review, we have separately sent to you via email today a copy of the Post-Effective Amendment No. 3, marked to show changes to the Post-Effective Amendment No. 2, and will, upon your request, deliver paper copies of the same to you.

 The Staff's comments are repeated below in bold and are followed by the Company's responses. We have included page references in the Post-Effective Amendment No. 3 where the language addressing a particular comment appears. Capitalized terms used but not otherwise defined herein have the meanings set forth in the Post-Effective Amendment No. 3.

 Beijing
 Suite
 3401, China World
 Office 2
 China
 World Trade Centre
 1
 Jianguomenwai Dajie
 Beijing
 100004
 People's
 Republic of China
 Tel:
 +86 10 6535 3800
 Fax:
 +86 10 6505 2309

 Hong
 Kong
 14th
 Floor, One Taikoo Place
 979
 King's Road, Quarry Bay
 Hong
 Kong SAR
 People's
 Republic of China
 Tel:
 +852 2846 1888
 Fax:
 +852 2845 0476

 Shanghai
 Unit
 1601, Jin Mao Tower
 88
 Century Avenue
 Pudong,
 Shanghai 200121
 People's
 Republic of China
 Tel:
 +86 21 6105 8558
 Fax:
 +86 21 5047 0020

 Registered
 foreign lawyers not admitted to practice in the PRC.

 Baker
 & McKenzie LLP is a member of Baker & McKenzie International.

 Post-Effective
Amendment No. 2 to Form F-1 on Form F-3

 General

 1.
 We
 note that you have attempted to add an unallocated shelf to Registration Statement 333-274806 in the post-effective amendment filed
 on March 17, 2025. Rule 413 of the Securities Act does not permit the inclusion of additional securities in a post-effective amendment,
 other than amendments to automatically-effective registration statements, submitted originally under form type F-3ASR or S-3ASR.
 This is not the case for Registration Statement 333-274806. Also, you do not appear to meet the eligibility requirements to file
 an automatically effective registration statement. As such, please revise your filing to remove all references to a shelf registration
 from the post- effective amendment, and update disclosures appropriately. To the extent that you wish to register additional securities,
 please file a new registration statement on a form that you are currently eligible to use.

 Response:
In response to the Staff's comment, the Company has revised the Post-Effective Amendment No. 3 to remove all references to a shelf
registration and update disclosures appropriately.

 2.
 We
 note the changes you have made on the cover page and in the summary
 section removing or significantly revising the discussion of the HFCAA and the risks related to doing business in China and the cross-references
 to specific risks discussed. The Sample Letters to China-Based Companies sought specific disclosures relating to uncertainties regarding
 the enforcement of laws and that the rules and regulations in China can change quickly with little advance notice. Please reinstate
 prior disclosure on the cover page and summary of the registration statement discussing the risks related to doing business in China.

 Response:
In response to the Staff's comment, the Company has revised the disclosure on the cover page and pages 6, 7, 9, 10 and
11 of the Post-Effective Amendment No. 3.

 2

 If
you have any questions regarding the Revised Draft Registration Statement, please contact Mr. K. Ronnie Li at Baker & McKenzie LLP
by telephone at +86 138 1033 4784 or via e-mail at Ronnie.Li@bakermckenziefenxun.com, or the undersigned by telephone at +852 2846 1016
or via e-mail at Dan.Ouyang@bakermckenzie.com.

 Very
 truly yours,

 /s/
 Dan Ouyang

 Dan
 Ouyang

 Enclosures

 cc:

 Lei
Zhang, Chairman and Chief Executive Officer, Cheche Group Inc.

 K.
Ronnie Li, Esq., Baker & McKenzie LLP

 3

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 31, 2025

Lei Zhang
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.
 Post-Effective Amendment No. 2 to Form F-1 on Form F-3
 Filed March 17, 2025
 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.

Post-Effective Amendment No. 2 to Form F-1 on Form F-3
General

1. We note that you have attempted to add an unallocated shelf to
Registration Statement
 333-274806 in the post-effective amendment filed on March 17, 2025. Rule
413 of the
 Securities Act does not permit the inclusion of additional securities in
a post-effective
 amendment, other than amendments to automatically-effective registration
statements,
 submitted originally under form type F-3ASR or S-3ASR. This is not the
case for
 Registration Statement 333-274806. Also, you do not appear to meet the
eligibility
 requirements to file an automatically effective registration statement.
As such, please
 revise your filing to remove all references to a shelf registration from
the post-
 effective amendment, and update disclosures appropriately. To the extent
that you
 wish to register additional securities, please file a new registration
statement on a form
 March 31, 2025
Page 2

 that you are currently eligible to use.
2. We note the changes you have made on the cover page and in the summary
 section removing or significantly revising the discussion of the HFCAA
and the risks
 related to doing business in China and the cross-references to specific
risks
 discussed. The Sample Letters to China-Based Companies sought specific
disclosures
 relating to uncertainties regarding the enforcement of laws and that the
rules and
 regulations in China can change quickly with little advance notice.
Please reinstate
 prior disclosure on the cover page and summary of the registration
statement
 discussing the risks related to doing business in China.
 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 Tonya Aldave at 202-551-3601 or Christian Windsor at
202-551-3419
with any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Finance
cc: Ke Li, Esq.
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

February 15, 2024

Attention:

Ms. Aisha Adegbuyi

Ms. Tonya Aldave

Division of Corporation Finance

Office of Finance

U.S. Securities and Exchange Commission

100 F Street, N.E. Washington, D.C. 20549

 Re: Cheche Group Inc. (CIK No. 0001965473)

Registration Statement
on Form F-1 (Registration No. 333-274806)

Dear Ladies and Gentlemen,

Pursuant to Rule 461 of Regulation C (“Rule
461”) promulgated under the Securities Act of 1933, as amended, Cheche Group Inc. (the “Company”) hereby requests that
the effectiveness of the above-referenced registration statement on Form F-1, as amended (the “F-1 Registration Statement”),
be accelerated to, and that the F-1 Registration Statement become effective at, 4:00 p.m., Eastern Time on February 20, 2024, 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 F-1 Registration Statement in accordance with Rule 461. 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.

    Very truly yours,

    Cheche Group Inc.

    By:

    /s/ Lei Zhang

    Name:
    Lei Zhang

    Title:
    Director and Co-Chief Executive Officer

CORRESP
1
filename1.htm

    Unit
    2901, 29F, Tower C

    Beijing
    Yintai Centre

    No.
    2 Jianguomenwai Avenue

    Chaoyang
    District, Beijing 100022

    People’s
    Republic of China

    Phone:
    86-10-6529-8300

    Fax:
    86-10-6529-8399

    Website:
    www.wsgr.com

    中国北京市朝阳区建国门外大街2号

    银泰中心写字楼C座29层2901室

    邮政编码:
    100022

    电话:
    86-10-6529-8300

    传真:
    86-10-6529-8399

    网站:
    www.wsgr.com

Via
EDGAR

January
26, 2024

Ms.
Aisha Adegbuyi

Ms.
Tonya Aldave

Division
of Corporation Finance

Office
of Finance

U.S.
Securities and Exchange Commission

100
F Street, NE

Washington,
D.C. 20549

Re: Cheche
                                            Group Inc. (CIK No. 0001965473)

Response
to the Staff’s Comments on

Amendment
No. 2 to Registration Statement on Form F-1

Filed
January 4, 2024

File
No. 333-274806

Dear
Ms. Adegbuyi and Ms. Aldave,

On
behalf of our client, Cheche Group Inc., a foreign private issuer incorporated under the laws of the Cayman Islands (the “Company”),
we are hereby submitting to the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
this letter setting forth the Company’s responses to the comments contained in the Staff’s letter dated January 18, 2024
on the Company’s amendment no.2 to the registration statement on Form F-1 filed on January 4, 2024. Concurrently with the submission
of this letter, the Company is filing the amendment no.3 to the to the registration statement on Form F-1 (“Amendment No.3”)
and certain exhibits via EDGAR to the Commission.

The
Staff’s comments are repeated below in bold and are followed by the Company’s responses. We have included page references
in Amendment No.3 where the language addressing a particular comment appears. Capitalized terms used but not otherwise defined herein
have the meanings set forth in Amendment No.3.

Responses
to the comments contained in the Staff’s letter dated January 18, 2024

Management

Compensation
of Directors and Executive Officers, page 198

 1. Please
                                            update your executive compensation disclosure for the 2023 fiscal year. Refer to Item 6.B.
                                            of Form 20-F.

Response:
The Company has revised the disclosure on page 201 of the Amendment No.3.

***

Wilson
Sonsini Goodrich & Rosati, Professional Corporation

威尔逊·桑西尼·古奇·罗沙迪律师事务所

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

Page 2

If
you have any questions regarding Amendment No.3, please contact Ms. Dan Ouyang by telephone at 86-10-6529-8308 or via e-mail at douyang@wsgr.com.

    Very truly yours,

    /s/
    Dan Ouyang

    Dan Ouyang

Enclosures

    cc:
    Lei Zhang, Chairman and Chief Executive Officer,
    Cheche Group Inc.

    Der Hua You, Partner, PricewaterhouseCoopers
    Zhong Tian LLP

    Carl Scheuten, Partner, WithumSmith+Brown, PC

United States securities and exchange commission logo
January 18, 2024
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.
Amendment No. 2 to Registration Statement on Form F-1
Filed January 4, 2024
File No. 333-274806
Dear Lei Zhang:
            We have reviewed your amended registration statement and have the following comment.
            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.
Amendment No. 2 to Registration Statement on Form F-1
Management
Compensation of Directors and Executive Officers, page 198
1.Please update your executive compensation disclosure for the 2023 fiscal year. Refer to
Item 6.B. of Form 20-F.

 FirstName LastNameLei Zhang
 Comapany NameCheche Group Inc.
 January 18, 2024 Page 2
 FirstName LastName
Lei Zhang
Cheche Group Inc.
January 18, 2024
Page 2
            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.

CORRESP
1
filename1.htm

    Unit
2901, 29F, Tower C

    Beijing
    Yintai Centre

No.
2 Jianguomenwai Avenue

    Chaoyang
    District, Beijing 100022

People’s
Republic of China

    Phone:
    86-10-6529-8300

Fax:
86-10-6529-8399

    Website:
    www.wsgr.com

    中国北京市朝阳区建国门外大街2号

    银泰中心写字楼C座29层2901室

    邮政编码:
    100022

    电话:
    86-10-6529-8300

    传真:
    86-10-6529-8399

    网站:
    www.wsgr.com

Via EDGAR

January 4, 2024

Ms. Aisha Adegbuyi

Ms. Tonya Aldave

Division of Corporation Finance

Office of Finance

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

    Re:
    Cheche Group Inc. (CIK No. 0001965473)
    Response to the Staff’s Comments on

    Amendment No. 1 to Registration Statement on Form F-1

    Filed December 15, 2023

    File No. 333-274806

Dear Ms. Adegbuyi and Ms. Aldave,

On behalf of our client, Cheche Group Inc., a foreign
private issuer incorporated under the laws of the Cayman Islands (the “Company”), we are hereby submitting to the staff
(the “Staff”) of the Securities and Exchange Commission (the “Commission”) this letter setting forth
the Company’s responses to the comments contained in the Staff’s letter dated December 26, 2023 on the Company’s amendment
no.1 to the registration statement on Form F-1 (“Amendment No.1”) filed on December 15, 2023. Concurrently with the
submission of this letter, the Company is filing the amendment no.2 to the to the registration statement on Form F-1 (“Amendment
No.2”) and certain exhibits via EDGAR to the Commission.

The Staff’s comments are repeated below in
bold and are followed by the Company’s responses. We have included page references in Amendment No.2 where the language addressing
a particular comment appears. Capitalized terms used but not otherwise defined herein have the meanings set forth in Amendment No.2.

Responses to the comments contained in the
Staff’s letter dated December 26, 2023

Cover Page

 1. We note your disclosure in several places throughout your prospectus that “[you] are not required to complete the CSRC filing
procedures and obtain the CSRC approval under the Overseas Listing Trial Measures in connection with the sale of Registered Securities
as described in this prospectus, because the sale of Registered Securities does not involve the issuance of new securities of [y]our Company
in addition to those previously included in our filing with the CSRC in connection with the Business Combination.” It appears that
in the future you may issue new securities pursuant to the exercise of warrants. Please revise your disclosure to address the applicability
of the Trial Measures to such securities or advise.

Response: The Company respectfully advises
the Staff that, based on the advises of its PRC legal counsel, the Company is not required to complete the CSRC filing procedures and
obtain the CSRC approval under the Overseas Listing Trial Measures in connection with the resale of Registered Securities because the
resale of Registered Securities, including the Class A Ordinary Shares issuable from the exercise of Warrants, does not involve the issuance
of new securities of the Company that have not been previously included in its filing with the CSRC in connection with the Business Combination.
The Company has revised the disclosure on the cover page, pages 9, 37 and 49 of Amendment No.2.

Wilson
Sonsini Goodrich & Rosati, Professional Corporation

威尔逊 ● 桑西尼 ● 古奇 ● 罗沙迪律师事务所

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

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

Page 2

Risk Factors, page 17

 2. We note the risk factor on page 47 detailing the risk of non-compliance with the CSRC rules and regulations in connection with
future overseas fund-raising activities. Please either include a separately captioned risk factor or revise this risk factor to describe
material risks to investors if the CSRC approval is required for this resale registration statement, but you do not obtain such approval.
In addition, update your disclosure on the cover page and page 9 accordingly.

Response: The Company has revised the
relevant disclosure on page 49 to clarify that the Company is not required to complete the CSRC filing procedures and obtain the CSRC
approval under the Overseas Listing Trial Measures in connection with the resale of Registered Securities because the resale of Registered
Securities, including the Class A Ordinary Shares issuable from the exercise of Warrants, does not involve the issuance of new securities
of the Company that have not been previously included in its filing with the CSRC in connection with the Business Combination. The Company
has made conforming changes on the cover page and pages 9 and 37.

Exhibits

 3. Please have counsel revise the legality opinion filed as Exhibit 5.1
                                                                                                                                                                    to opine that the warrants are binding obligations
of the company. For guidance, refer to Section II.B.1.f of the Staff Legal Bulletin No. 19.

Response: The Company respectfully advises
the Staff that the warrant opinion with respect to the binding obligations of the company has been filed as exhibit 5.2 to Amendment No.2.

***

Page 3

If you have any questions regarding Amendment No.2,
please contact Ms. Dan Ouyang by telephone at 86-10-6529-8308 or via e-mail at douyang@wsgr.com.

    Very truly yours,

    /s/ Dan Ouyang

    Dan Ouyang

Enclosures

    cc:
    Lei Zhang, Chairman and Chief Executive Officer, Cheche Group Inc.

    Der Hua You, Partner, PricewaterhouseCoopers Zhong Tian LLP

    Carl Scheuten, Partner, WithumSmith+Brown, PC

United States securities and exchange commission logo
December 26, 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.
Amendment No. 1 to Registration Statement on Form F-1
Filed December 15, 2023
File No. 333-274806
Dear Lei Zhang:
            We have reviewed your amended 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. Unless we note otherwise,
any references to prior comments are to comments in our October 18, 2023 letter.
Amendment No. 1 to Registration Statement on Form F-1
Cover Page
1.We note your disclosure in several places throughout your prospectus that "[you] are not
required to complete the CSRC filing procedures and obtain the CSRC approval under the
Overseas Listing Trial Measures in connection with the sale of Registered Securities as
described in this prospectus, because the sale of Registered Securities does not involve the
issuance of new securities of [y]our Company in addition to those previously included in
our filing with the CSRC in connection with the Business Combination." It appears that in
the future you may issue new securities pursuant to the exercise of warrants. Please revise
your disclosure to address the applicability of the Trial Measures to such securities or
advise.

 FirstName LastNameLei Zhang
 Comapany NameCheche Group Inc.
 December 26, 2023 Page 2
 FirstName LastName
Lei Zhang
Cheche Group Inc.
December 26, 2023
Page 2

Risk Factors, page 17
2.We note the risk factor on page 47 detailing the risk of non-compliance with the CSRC
rules and regulations in connection with future overseas fund-raising activities. Please
either include a separately captioned risk factor or revise this risk factor to describe
material risks to investors if the CSRC approval is required for this resale registration
statement, but you do not obtain such approval. In addition, update your disclosure on the
cover page and page 9 accordingly.
Exhibits
3.Please have counsel revise the legality opinion filed as Exhibit 5.1 to opine that the
warrants are binding obligations of the company. For guidance, refer to Section II.B.1.f of
the Staff Legal Bulletin No. 19.
            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.

CORRESP
1
filename1.htm

    Unit 2901, 29F, Tower C

    Beijing Yintai Centre

    No. 2 Jianguomenwai Avenue

    Chaoyang District, Beijing 100022

    People’s Republic of China

    Phone: 86-10-6529-8300

    Fax: 86-10-6529-8399

    Website: www.wsgr.com

    中国北京市朝阳区建国门外大街2号

    银泰中心写字楼C座29层2901室

    邮政编码:
    100022

    电话:
    86-10-6529-8300

    传真:
    86-10-6529-8399

    网站:
    www.wsgr.com

Via EDGAR

December 15, 2023

Ms. Aisha Adegbuyi

Ms. Tonya Aldave

Division of Corporation Finance

Office of Finance

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

    Re:
    Cheche Group Inc. (CIK No. 0001965473)

    Response to the Staff’s Comments on

    Registration Statement on Form F-1

    Filed September 29, 2023

    File No. 333-274806

Dear Ms. Adegbuyi and Ms. Aldave,

On behalf of our client, Cheche Group Inc., a foreign
private issuer incorporated under the laws of the Cayman Islands (the “Company”), we are hereby submitting to the staff
(the “Staff”) of the Securities and Exchange Commission (the “Commission”) this letter setting forth
the Company’s responses to the comments contained in the Staff’s letter dated October 18, 2023 on the Company’s Registration
Statement on Form F-1 filed on September 29, 2023 (the “Registration Statement”). Concurrently with the submission
of this letter, the Company is filing the amendment no.1 to the Registration Statement (“Amendment No.1”) and certain
exhibits via EDGAR to the Commission.

The Staff’s comments are repeated below in
bold and are followed by the Company’s responses. We have included page references in Amendment No.1 where the language addressing
a particular comment appears. Capitalized terms used but not otherwise defined herein have the meanings set forth in Amendment No.1.

Responses to the comments contained in the
Staff’s letter dated October 18, 2023

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.

Response: The Company acknowledges the
Staff’s comments and has revised the disclosure on the cover page and page 62 of Amendment No.1.

Wilson Sonsini Goodrich & Rosati, Professional Corporation

威尔逊·桑西尼·古奇·罗沙迪律师事务所

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

Page 2

 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 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.

Response: The Company acknowledges the Staff’s comments and has
revised the disclosure throughout Amendment No.1, including the disclosure on the cover page and pages 58, 59 and 64 of Amendment No.1.

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.

Response: The Company acknowledges the
Staff’s comments and has revised the disclosure on the cover page and page 62 of Amendment No.1.

 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.

Response: The Company acknowledges the Staff’s comments and has
revised the disclosure on the cover page and pages 15, 61, 69, 94 and 238 of Amendment No.1.

 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.

Response: The Company acknowledges the
Staff’s comments and has revised the disclosure on the cover page and pages 9 and 49 of Amendment No.1.

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.

Response: The Company acknowledges the Staff’s comments and has
revised the disclosure on pages 61 and 62 of Amendment No.1.

Page 3

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.

Response: The Company acknowledges the Staff’s comments and has
revised the disclosure on pages 62 and 189 of Amendment No.1.

Liquidity and Capital Resources, page 185

 8. In light of the significant number of redemptions and the unlikelihood that the company 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.

Response: The Company acknowledges the
Staff’s comments and has revised the disclosure on pages 188 and 189 of Amendment No.1.

***

If you have any questions regarding Amendment No.1,
please contact Ms. Dan Ouyang by telephone at 86-10-6529-8308 or via e-mail at douyang@wsgr.com, or Mr. Dan Espinoza by telephone at 650-752-3152
or via e-mail at DEspinoza@goodwinlaw.com.

    Very truly yours,

    /s/ Dan Ouyang

    Dan Ouyang

Enclosures

    cc:
    Lei Zhang, Chairman and Chief Executive Officer, Cheche Group Inc.

    Mark Long, Co-Chief Executive Officer of Prime Impact Acquisition I

    Der Hua You, Partner, PricewaterhouseCoopers Zhong Tian LLP

    Carl Scheuten, Partner, WithumSmith+Brown, PC

United States securities and exchange commission logo
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

 FirstName LastNameLei Zhang
 Comapany NameCheche Group Inc.
 October 18, 2023 Page 2
 FirstName LastNameLei Zhang
Cheche Group Inc.
October 18, 2023
Page 2
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

 FirstName LastNameLei Zhang
 Comapany NameCheche Group Inc.
 October 18, 2023 Page 3
 FirstName LastName
Lei Zhang
Cheche Group Inc.
October 18, 2023
Page 3
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.

CORRESP
1
filename1.htm

CORRESP

 Unit 2901, 29F, Tower C

 Beijing Yintai
Centre

 No. 2 Jianguomenwai Avenue

 Chaoyang District,
Beijing 100022

 People’s Republic of China

 Phone: 86-10-6529-8300

 Fax: 86-10-6529-8399

 Website: www.wsgr.com

中国北京市朝阳区建国门外大街
2号

 银泰中心写字楼C座29层2901室

邮政编码: 100022

电话: 86-10-6529-8300

 传真: 86-10-6529-8399

 网站: www.wsgr.com

 August 29, 2023

Attention:

 Mr. Ben Phippen

Mr. John Spitz

 Ms. Madeleine Mateo

Mr. Christian Windsor

 Division of Corporation Finance

Office of Finance

 U.S. Securities and Exchange Commission

100 F Street, N.E. Washington, D.C. 20549

Re:
 Cheche Group Inc. (CIK No. 0001965473)

Response to the Staff’s Comments on

Amendment No. 3 to Registration Statement on Form F-4 (File
No. 333-273400)

 Filed on August 25, 2023

Dear Mr. Phippen, Mr. Spitz, Ms. Mateo and Mr. Windsor,

On behalf of our client, Cheche Group Inc., a foreign private issuer incorporated under the laws of the Cayman Islands (the
“Company”), we are hereby submitting to the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) this letter setting forth the Company’s responses to the comments contained in the
Staff’s letter dated August 28, 2023 on the Amendment No.3 to the Company’s Registration Statement on Form F-4 filed to the Commission on August 25, 2023 (the “Amendment No.3”). The
Staff’s comments are repeated below in bold and are followed by the Company’s responses. Capitalized terms used but not otherwise defined herein have the meanings set forth in the Amendment No.3.

Amendment No. 3 to Registration Statement on Form F-4

General

1.
 You are requesting effectiveness of your F-4 registration statement
before completing the CSRC process. Please confirm in writing that you will notify us promptly of any changes to your disclosure regarding or requested by the CSRC.

Response: The Company acknowledges the Staff’s comments and confirms that the Company will promptly notify the Staff before any changes to
the disclosure are made to the Registration Statement regarding or requested by the CSRC.

 If you have any questions regarding the
Amendment No.3, please contact Ms. Dan Ouyang by telephone at 86-10-6529-8308 or via e-mail at douyang@wsgr.com, or
Mr. Dan Espinoza by telephone at 650-752-3152 or via e-mail at DEspinoza@goodwinlaw.com.

Very truly yours,

 /s/ Dan Ouyang

Dan Ouyang

 Enclosures

 Wilson Sonsini Goodrich &
Rosati, Professional Corporation

 威尔逊 • 桑西尼 • 古奇 •
罗沙迪律师事务所

AUSTIN        BEIJING        BOSTON
   BOULDER        BRUSSELS        HONG KONG        LONDON        LOS
ANGELES        NEW YORK        PALO ALTO

 SALT LAKE
CITY        SAN DIEGO        SAN
FRANCISCO        SEATTLE        SHANGHAI        WASHINGTON, DC        WILMINGTON, DE

  Page
 2

 cc:

 Lei
Zhang, Chairman and Chief Executive Officer, Cheche Group Inc.

 Mark Long, Co-Chief Executive Officer of Prime
Impact Acquisition I

 Der Hua You, Partner, PricewaterhouseCoopers Zhong Tian LLP

Carl Scheuten, Partner, WithumSmith+Brown, PC

CORRESP
1
filename1.htm

CORRESP

 August 29, 2023

Attention:

 Mr. Ben Phippen

Mr. John Spitz

 Ms. Madeleine Mateo

Ms. Tonya Aldave

 Mr. Christian Windsor

Division of Corporation Finance

 Office of Finance

U.S. Securities and Exchange Commission

 100 F Street, N.E.
Washington, D.C. 20549

Re:
 Cheche Group Inc. (CIK No. 0001965473)

Registration Statement on Form F-4 (Registration
No. 333-273400)

 Dear Ladies and Gentlemen,

Pursuant to Rule 461 of Regulation C (“Rule 461”) promulgated under the Securities Act of 1933, as amended, Cheche Group Inc. (the
“Company”) hereby requests that the effectiveness of the above-referenced registration statement on Form F-4, as amended (the “F-4 Registration
Statement”), be accelerated to, and that the F-4 Registration Statement become effective at, 10:00 a.m., Eastern Time on August 30, 2023, 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 F-4 Registration Statement in accordance with Rule 461. 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.

Very truly yours,

Cheche Group Inc.

By:

 /s/ Lei Zhang

Name:

Lei Zhang

Title:

Director and Chief Executive Officer

United States securities and exchange commission logo
August 28, 2023
Lei Zhang
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.
Amendment No. 3 to Registration Statement on Form F-4
Filed August 25, 2023
File No. 333-273400
Dear Lei Zhang:
            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 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.  Unless we note
otherwise, our references to prior comments are to comments in our August 24, 2023 letter.
Amendment No. 3 to Form F-4 filed August 25, 2023
General
1.You are requesting effectiveness of your F-4 registration statement before completing the
CSRC process.  Please confirm in writing that you will notify us promptly of any changes
to your disclosure regarding or requested by the CSRC.

 FirstName LastNameLei Zhang
 Comapany NameCheche Group Inc.
 August 28, 2023 Page 2
 FirstName LastName
Lei Zhang
Cheche Group Inc.
August 28, 2023
Page 2
            You may contact Ben Phippen at 202-551-3697 or John Spitz at 202-551-3484 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Madeleine Mateo at 202-551-3465 or Christian Windsor, Legal Branch Chief, at 202-
551-3419 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:       Dan Espinoza, Esq.

CORRESP
1
filename1.htm

CORRESP

 Unit 2901, 29F, Tower C

 Beijing Yintai
Centre

 No. 2 Jianguomenwai Avenue

 Chaoyang District,
Beijing 100022

 People’s Republic of China

 Phone: 86-10-6529-8300

 Fax: 86-10-6529-8399

 Website: www.wsgr.com

中国北京市朝阳区建国门外大街
2号

 银泰中心写字楼C座29层2901室

邮政编码: 100022

电话: 86-10-6529-8300

 传真: 86-10-6529-8399

 网站: www.wsgr.com

 August 25, 2023

Attention:

 Mr. Ben Phippen

Mr. John Spitz

 Ms. Madeleine Mateo

Ms. Tonya Aldave

 Division of Corporation Finance

Office of Finance

 U.S. Securities and Exchange Commission

100 F Street, N.E. Washington, D.C. 20549

Re:
 Cheche Group Inc. (CIK No. 0001965473)

Response to the Staff’s Comments on

Amendment No. 2 to Registration Statement on Form F-4 (File
No. 333-273400)

 Filed on August 23, 2023

Dear Mr. Phippen, Mr. Spitz, Ms. Mateo and Ms. Aldave,

On behalf of our client, Cheche Group Inc., a foreign private issuer incorporated under the laws of the Cayman Islands (the
“Company”), we are hereby submitting to the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) this letter setting forth the Company’s responses to the comments contained in the
Staff’s letter dated August 24, 2023 on the Amendment No.2 to the Company’s Registration Statement on Form F-4 filed to the Commission on August 23, 2023 (the “Amendment No.2”).
Concurrently with the submission of this letter, the Company is submitting amendment No.3 to the Registration Statement (the “Amendment No.3”) and certain exhibits via EDGAR to the Commission.

The Staff’s comments are repeated below in bold and are followed by the Company’s responses. We have included page references in the
Amendment No.3 where the disclosure addressing a particular comment appears. Capitalized terms used but not otherwise defined herein have the meanings set forth in the Amendment No.3.

Amendment No. 2 to Registration Statement on Form F-4

General

1.
 We note your response to our prior comment 1 and reissue in part. Please restore your disclosures on pages
54, 101, and 232 to the disclosures as they existed in your confidential submission as of June 27, 2023. Specifically, please continue to discuss the following:

•

 “[c]hanges in China’s economic, political and social conditions” in the second sentence of the
second bullet point on page 54;

•

 “there can be no assurance that the Chinese government will continue to pursue a policy of economic
reform” in the last sentence of the first partial paragraph on page 101; and

•

 “CCT and its subsidiaries would have to rely on legal remedies under PRC law, which may not always be
effective, particularly in light of uncertainties in the PRC legal system” in the last sentence of the second full paragraph on page 232.

Response: The Company acknowledges the Staff’s comments and has revised the disclosure on pages 54, 101, and 232 of the Amendment No.3.

 If you have any questions regarding the Amendment No.3, please contact Ms. Dan Ouyang by telephone at
86-10-6529-8308 or via e-mail at douyang@wsgr.com, or Mr. Dan Espinoza by telephone at 650-752-3152 or via e-mail at DEspinoza@goodwinlaw.com.

Wilson Sonsini Goodrich & Rosati, Professional Corporation

威尔逊
• 桑西尼 • 古奇 • 罗沙迪律师事务所

AUSTIN        BEIJING        BOSTON
   BOULDER        BRUSSELS        HONG KONG        LONDON        LOS
ANGELES        NEW YORK        PALO ALTO

 SALT LAKE
CITY        SAN DIEGO        SAN
FRANCISCO        SEATTLE        SHANGHAI        WASHINGTON, DC        WILMINGTON, DE

  Page
 2

Very truly yours,

 /s/ Dan Ouyang

Dan Ouyang

 Enclosures

 cc:

Lei Zhang, Chairman and Chief Executive Officer, Cheche Group Inc.

Mark Long, Co-Chief Executive Officer of Prime Impact Acquisition I

Der Hua You, Partner, PricewaterhouseCoopers Zhong Tian LLP

 Carl
Scheuten, Partner, WithumSmith+Brown, PC

United States securities and exchange commission logo
August 24, 2023
Lei Zhang
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.
Amendment No. 2 to Registration Statement on Form F-4
Filed August 23, 2023
File No. 333-273400
Dear Lei Zhang:
            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.  Unless we note
otherwise, our references to prior comments are to comments in our August 21, 2023 letter.
Amendment No. 2 to Registration Statement on Form F-4
General
1.We note your response to our prior comment 1 and reissue in part.   Please restore your
disclosures on pages 54, 101, and 232 to the disclosures as they existed in your
confidential submission as of June 27, 2023. Specifically, please continue to discuss the
following:
•"[c]hanges in China's economic, political and social conditions" in the second
sentence of the second bullet point on page 54;
•"there can be no assurance that the Chinese government will continue to pursue a
policy of economic reform" in the last sentence of the first partial paragraph on page

 FirstName LastNameLei Zhang
 Comapany NameCheche Group Inc.
 August 24, 2023 Page 2
 FirstName LastName
Lei Zhang
Cheche Group Inc.
August 24, 2023
Page 2
101; and
•"CCT and its subsidiaries would have to rely on legal remedies under PRC law,
which may not always be effective, particularly in light of uncertainties in the PRC
legal system" in the last sentence of the second full paragraph on page 232.
            You may contact Ben Phippen at 202-551-3697 or John Spitz at 202-551-3484 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Madeleine Mateo at 202-551-3465 or Tonya Aldave at 202-551-3601 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:       Dan Espinoza, Esq.

CORRESP
1
filename1.htm

CORRESP

 Unit 2901, 29F, Tower C

 Beijing Yintai
Centre

 No. 2 Jianguomenwai Avenue

 Chaoyang District,
Beijing 100022

 People’s Republic of China

 Phone: 86-10-6529-8300

 Fax: 86-10-6529-8399

 Website: www.wsgr.com

中国北京市朝阳区建国门外大街
2号

 银泰中心写字楼C座29层2901室

邮政编码: 100022

电话: 86-10-6529-8300

 传真: 86-10-6529-8399

 网站: www.wsgr.com

 August 23, 2023

Attention:

 Mr. Ben Phippen

Mr. John Spitz

 Ms. Madeleine Mateo

Ms. Tonya Aldave

 Division of Corporation Finance

Office of Finance

 U.S. Securities and Exchange Commission

100 F Street, N.E. Washington, D.C. 20549

Re:
 Cheche Group Inc. (CIK No. 0001965473)

Response to the Staff’s Comments on

Amendment No. 1 to Registration Statement on Form F-4 (File
No. 333-273400)

 Filed on August 8, 2023

Dear Mr. Phippen, Mr. Spitz, Ms. Mateo and Ms. Aldave,

On behalf of our client, Cheche Group Inc., a foreign private issuer incorporated under the laws of the Cayman Islands (the
“Company”), we are hereby submitting to the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) this letter setting forth the Company’s responses to the comments contained in the
Staff’s letter dated August 21, 2023 on the Amendment No.1 to the Company’s Registration Statement on Form F-4 filed to the Commission on August 8, 2023 (the “Amendment No.1”). Concurrently
with the submission of this letter, the Company is submitting amendment No.2 to the Registration Statement (the “Amendment No.2”) and certain exhibits via EDGAR to the Commission.

The Staff’s comments are repeated below in bold and are followed by the Company’s responses. We have included page references in the
Amendment No.2 where the disclosure addressing a particular comment appears. Capitalized terms used but not otherwise defined herein have the meanings set forth in the Amendment No.2.

Amendment No. 1 to Registration Statement on Form F-4

General

1.
 We note the changes you made to your disclosure appearing in the Summary and Risk Factor sections, relating
to legal and operational risks associated with operating in China and PRC regulations. It is unclear to us that there have been changes in the regulatory environment in the PRC since the amendment that was confidentially submitted on June 27, 2023,
warranting revised disclosure to mitigate the challenges you face and related disclosures. The Sample Letters to China-Based Companies sought specific disclosure relating to the risk that the PRC government may intervene in or influence your
operations at any time, or may exert control over operations of your business, which could result in a material change in your operations and/or the value of the securities you are registering for sale. We remind you that, pursuant to federal
securities rules, the term “control” (including the terms “controlling,” “controlled by,” and “under common control with”) as defined in Securities Act Rule 405 means “the possession, direct or indirect,
of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract, or otherwise.” The Sample Letters also sought specific disclosures relating to
uncertainties regarding the enforcement of laws and that the rules and regulations in China can change quickly with little advance notice. We do not believe that your revised disclosure referencing the PRC government’s intent to strengthen
its regulatory oversight conveys the same risk. Please restore your disclosures in these areas to the disclosures as they existed in your confidential submission as of June 27, 2023.

 Wilson Sonsini Goodrich & Rosati, Professional Corporation

威尔逊
• 桑西尼 • 古奇 • 罗沙迪律师事务所

AUSTIN        BEIJING        BOSTON
   BOULDER        BRUSSELS        HONG KONG        LONDON        LOS
ANGELES        NEW YORK        PALO ALTO

 SALT LAKE
CITY        SAN DIEGO        SAN
FRANCISCO        SEATTLE        SHANGHAI        WASHINGTON, DC        WILMINGTON, DE

  Page
 2

 Response: The Company
acknowledges the Staff’s comments and has revised the disclosure on pages 46, 47, 53, 54, 86, 95, 96, 99, 101 to 104, 111 and 112 of the Amendment No. 2.

PRC Regulatory Permissions for the Business Combination

CSRC Filing, page 49

2.
 We note your disclosure that there is still uncertainty as to whether you will be able to complete the Trial
Measures filings process with the CSRC, and if you are unable to do so, “Prime Impact, HoldCo and CCT will not consummate the Business Combination without first completing the CSRC filing.” Please clarify, if true, that you will not
complete the business combination without first receiving CSRC approval under the Trial Measures. Include this disclosure in the summary section where regulatory approvals are discussed starting on page 49 and revise the risk factor disclosure
on page 104 under the Trial Measures discussion. In addition, tell us how you plan to notify investors about receiving the CSRC approval.

Response: The Company acknowledges the Staff’s comments and has revised the disclosure on the cover page and pages 51, 106 and 130 of the
Amendment No.2. The Company respectfully advises the Staff that it plans to notify investors about receiving the CSRC approval through press release, current report on Form 8-K issued by Prime Impact, current
report on Form 6-K issued by the Company, and prospectus supplement to the Registration Statement.

 Exhibits

3.
 Please refer to Exhibit 5.1 and have counsel remove assumptions in paragraphs 4 and 12 on pages 5 and 6 of
the legality opinion, respectively, or advise. For guidance, please refer to Staff Legal Bulletin No. 19.

Response: The Company acknowledges the Staff’s comments and has filed the revised exhibit 5.1 to the Amendment No. 2.

If you have any questions regarding the Amendment No.2, please contact Ms. Dan Ouyang by telephone at 86-10-6529-8308 or via e-mail at douyang@wsgr.com, or Mr. Dan Espinoza by telephone at
650-752-3152 or via e-mail at DEspinoza@goodwinlaw.com.

Very truly yours,

 /s/ Dan Ouyang

Dan Ouyang

 Enclosures

 cc:

Lei Zhang, Chairman and Chief Executive Officer, Cheche Group Inc.

Mark Long, Co-Chief Executive Officer of Prime Impact Acquisition I

Der Hua You, Partner, PricewaterhouseCoopers Zhong Tian LLP

 Carl
Scheuten, Partner, WithumSmith+Brown, PC

United States securities and exchange commission logo
August 21, 2023
Lei Zhang
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.
Amendment No. 1 to Registration Statement on Form F-4
Filed August 8, 2023
File No. 333-273400
Dear Lei Zhang:
            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.  Unless we note
otherwise, our references to prior comments are to comments in our August 4, 2023 letter.
Amendment No. 1 to Registration Statement on Form F-4
General
1.We note the changes you made to your disclosure appearing in the Summary and Risk
Factor sections, relating to legal and operational risks associated with operating in China
and PRC regulations.  It is unclear to us that there have been changes in the regulatory
environment in the PRC since the amendment that was confidentially submitted on June
27, 2023, warranting revised disclosure to mitigate the challenges you face and related
disclosures.  The Sample Letters to China-Based Companies sought specific disclosure
relating to the risk that the PRC government may intervene in or influence your operations
at any time, or may exert control over operations of your business, which could result in a

 FirstName LastNameLei Zhang
 Comapany NameCheche Group Inc.
 August 21, 2023 Page 2
 FirstName LastName
Lei Zhang
Cheche Group Inc.
August 21, 2023
Page 2
material change in your operations and/or the value of the securities you are registering
for sale.  We remind you that, pursuant to federal securities rules, the term “control”
(including the terms “controlling,” “controlled by,” and “under common control with”) as
defined in Securities Act Rule 405 means “the possession, direct or indirect, of the power
to direct or cause the direction of the management and policies of a person, whether
through the ownership of voting securities, by contract, or otherwise.”  The Sample
Letters also sought specific disclosures relating to uncertainties regarding the enforcement
of laws and that the rules and regulations in China can change quickly with little advance
notice.  We do not believe that your revised disclosure referencing the PRC government’s
intent to strengthen its regulatory oversight conveys the same risk.  Please restore your
disclosures in these areas to the disclosures as they existed in your confidential submission
as of June 27, 2023.
PRC Regulatory Permissions for the Business Combination
CSRC Filing, page 49
2.We note your disclosure that there is still uncertainty as to whether you will be able to
complete the Trial Measures filings process with the CSRC, and if you are unable to do
so, "Prime Impact, HoldCo and CCT will not consummate the Business Combination
without first completing the CSRC filing."  Please clarify, if true, that you will not
complete the business combination without first receiving CSRC approval under the Trial
Measures.  Include this disclosure in the summary section where regulatory approvals are
discussed starting on page 49 and revise the risk factor disclosure on page 104 under the
Trial Measures discussion.  In addition, tell us how you plan to notify investors about
receiving the CSRC approval.
Exhibits
3.Please refer to Exhibit 5.1 and have counsel remove assumptions in paragraphs 4 and 12
on pages 5 and 6 of the legality opinion, respectively, or advise.  For guidance, please
refer to Staff Legal Bulletin No. 19.
            You may contact Ben Phippen at 202-551-3697 or John Spitz at 202-551-3484 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Madeleine Mateo at 202-551-3465 or Tonya Aldave at 202-551-3601 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:       Dan Espinoza, Esq.

CORRESP
1
filename1.htm

CORRESP

 Unit 2901, 29F, Tower C

 Beijing Yintai
Centre

 No. 2 Jianguomenwai Avenue

 Chaoyang District,
Beijing 100022

 People’s Republic of China

 Phone: 86-10-6529-8300

 Fax: 86-10-6529-8399

 Website: www.wsgr.com

中国北京市朝阳区建国门外大街
2号

银泰中心写字楼C座29层2901室

邮政编码: 100022

电话:
86-10-6529-8300

传真:
86-10-6529-8399

网站: www.wsgr.com

 August 8, 2023

Attention:

 Mr. Ben Phippen

Mr. John Spitz

 Ms. Madeleine Mateo

Ms. Susan Block

 Division of Corporation Finance

Office of Finance

 U.S. Securities and Exchange Commission

100 F Street, N.E. Washington, D.C. 20549

Re:
 Cheche Group Inc. (CIK No. 0001965473)

Response to the Staff’s Comments on

Registration Statement on Form F-4 Filed on July 24, 2023

Dear Mr. Phippen, Mr. Spitz, Ms. Mateo and Ms. Block,

On behalf of our client, Cheche Group Inc., a foreign private issuer incorporated under the laws of the Cayman Islands (the
“Company”), we are hereby submitting to the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) this letter setting forth the Company’s responses to the comments contained in the
Staff’s letter dated August 4, 2023 on the Company’s Registration Statement on Form F-4 filed to the Commission on July 24, 2023 (the “Registration Statement”). Concurrently with the
submission of this letter, the Company is submitting amendment No.1 to the Registration Statement (the “Amendment No.1”) and certain exhibits via EDGAR to the Commission.

The Staff’s comments are repeated below in bold and are followed by the Company’s responses. We have included page references in the
Amendment No.1 where the disclosure addressing a particular comment appears. Capitalized terms used but not otherwise defined herein have the meanings set forth in the Amendment No.1.

Form F-4 filed July 24, 2023

General

1.
 We note your disclosure that Prime Impact, HoldCo and CCT will not consummate the Business Combination
without first completing the CSRC filing, even if the securityholders of Prime Impact have approved the Business Combination in the extraordinary general meeting. Please advise us where you are in the process of completing the CSRC filing, and
explain to us your plan if there is a delay even after the business combination may be approved at the meeting.

Response: The Company acknowledges the Staff’s comments and respectfully advises the Staff that CCT submitted a filing with the CSRC with
respect to the Business Combination on May 29, 2023. Subsequent to the initial submission of the CSRC filing, CCT has continued to correspond with the CSRC to address its comments. Based on CCT’s communication with the CSRC, the Company
currently expects that the CSRC will complete the review of CCT’s submission in the first week of September 2023. As disclosed on the cover page and pages 51, 106 and 130 of the Amendment No.1, Prime Impact, HoldCo and CCT will not consummate
the Business Combination without first completing the CSRC filing, even if the securityholders of Prime Impact have approved the Business Combination in the extraordinary general meeting.

Wilson Sonsini Goodrich & Rosati, Professional Corporation

威尔逊·桑西尼·古奇·罗沙迪律师事务所

AUSTIN        BEIJING        BOSTON
   BOULDER        BRUSSELS        HONG KONG        LONDON        LOS
ANGELES        NEW YORK        PALO ALTO

 SALT LAKE
CITY        SAN DIEGO        SAN
FRANCISCO        SEATTLE        SHANGHAI        WASHINGTON, DC        WILMINGTON, DE

  Page
 2

 Exhibits

2.
 Please refer to paragraph 7, which begins with the assumption that the Company has been duly incorporated.
Please revise to remove assumptions (i) - (vi) in paragraph 7, or advise. For guidance, please refer to Staff Legal Bulletin No. 19.

Response: The Company acknowledges the Staff’s comments and has filed the revised exhibit 5.2 to the Amendment No. 1.

If you have any questions regarding the Revised Draft Registration Statement, please contact Ms. Dan Ouyang by telephone at 86-10-6529-8308 or via e-mail at douyang@wsgr.com, or Mr. Dan Espinoza by telephone at 650-752-3152 or via e-mail at DEspinoza@goodwinlaw.com.

Very truly yours,

 /s/ Dan Ouyang

Dan Ouyang

 Enclosures

 cc:

Lei Zhang, Chairman and Chief Executive Officer, Cheche Group Inc.

Mark Long, Co-Chief Executive Officer of Prime Impact Acquisition I

Der Hua You, Partner, PricewaterhouseCoopers Zhong Tian LLP

 Carl
Scheuten, Partner, WithumSmith+Brown, PC

United States securities and exchange commission logo
August 4, 2023
Lei Zhang
Director and 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-4
Filed July 24, 2023
File No. 333-273400
Dear Lei Zhang:
            We have reviewed your 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.
Form F-4 filed July 24, 2023
General
1.We note your disclosure that Prime Impact, HoldCo and CCT will not consummate the
Business Combination without first completing the CSRC filing, even if the
securityholders of Prime Impact have approved the Business Combination in the
extraordinary general meeting.  Please advise us where you are in the process of
completing the CSRC filing, and explain to us your plan if there is a delay even after the
business combination may be approved at the meeting.
Exhibits
2.Please refer to paragraph 7, which begins with the assumption that the Company has been

 FirstName LastNameLei Zhang
 Comapany NameCheche Group Inc.
 August 4, 2023 Page 2
 FirstName LastName
Lei Zhang
Cheche Group Inc.
August 4, 2023
Page 2
duly incorporated.  Please revise to remove assumptions (i) - (vi) in paragraph 7, or
advise.  For guidance, please refer to Staff Legal Bulletin No. 19.
            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.
            You may contact Ben Phippen at 202-551-3697 or John Spitz at 202-551-3484 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Madeleine Mateo at 202-551-3465 or Susan Block at 202-551-3210 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:       Dan Espinoza

United States securities and exchange commission logo
June 8, 2023
Lei Zhang
Director and 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.
Amendment No. 1 to Draft Registration Statement on Form F-4
Submitted May 24, 2023
CIK No. 0001965473
Dear Lei Zhang:
            We have reviewed your amended draft 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 providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  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 the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 1 to Draft Registration Statement Submitted May 24, 2023
The Sponsor or Prime Impact's directors, officers, advisors or any of their respective affiliates
may elect to purchase, page 125
1.We note your response to our prior comment 18 that such purchases may be made
following an agreement by the purchaser thereof not to exercise redemption rights and not
to vote such shares in favor of the Business Combination. However, you also state that the
purpose of any such purchases of Public Shares could be to vote such shares in favor of
the Business Combination. Please provide your analysis on how such potential purchases
would comply with Rule 14e-5.

 FirstName LastNameLei Zhang
 Comapany NameCheche Group Inc.
 June 8, 2023 Page 2
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Lei Zhang
Cheche Group Inc.
June 8, 2023
Page 2
Prime Impact does not have a specified maximum redemption threshold, page 126
2.We note your disclosure that in no event will Prime Impact redeem Public Shares in an
amount that would cause its net tangible assets to be less than $5,000,001 after giving
effect to the transactions contemplated by the Business Combination Agreement and the
PIPE Investment, if consummated, "unless the Prime Impact Class A Ordinary
Shares otherwise do not constitute 'penny stock' as such term is defined in Rule 3a51-1 of
the Exchange Act."  Please revise here and elsewhere as appropriate to clearly discuss the
impact that the trust falling below $5,000,001 would have upon your exchange listing in
the event you believed the Prime Impact Class A Ordinary Shares otherwise do not
constitute “penny stock” as such term is defined in Rule 3a51-1.  Please also provide
disclosure that, if true, allowing the trust to fall below $5,000,001 could result in your
securities falling within the definition of penny stock and clearly discuss the risk to you
and investors if your securities were to fall within the definition of penny stock.
            You may contact Ben Phippen at 202-551-3697 or John Spitz at 202-551-3484 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Madeleine Mateo at 202-551-3465 or John Dana Brown at 202-551-3859 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:       Dan Espinoza

United States securities and exchange commission logo
April 26, 2023
Lei Zhang
Director and 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.
Draft Registration Statement on Form F-4
Submitted March 30, 2023
CIK No. 0001965473
Dear Lei Zhang:
            We have reviewed your draft 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 providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  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 the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form F-4
General
1.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or
has substantial ties with a non-U.S. person.  Please also tell us whether anyone or any
entity associated with or otherwise involved in the transaction, is, is controlled by, or has
substantial ties with a non-U.S. person.  If so, also include risk factor disclosure that
addresses how this fact could impact your ability to complete your initial business
combination. For instance, discuss the risk to investors that you may not be able to
complete an initial business combination with a U.S. target company should the
transaction be subject to review by a U.S. government entity, such as the Committee on

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 Comapany NameCheche Group Inc.
 April 26, 2023 Page 2
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Cheche Group Inc.
April 26, 2023
Page 2
Foreign Investment in the United States (CFIUS), or ultimately prohibited. Further,
disclose that the time necessary for government review of the transaction or a decision to
prohibit the transaction could prevent you from completing an initial business
combination and require you to liquidate. Disclose the consequences of liquidation to
investors, such as the losses of the investment opportunity in a target company, any price
appreciation in the combined company, and the warrants, which would expire worthless.
Proxy/Prospectus Cover Page, page iv
2.Describe further how cash is transferred through your organization.  Disclose your
intentions to distribute earnings or settle amounts owed under the VIE agreements. State
whether any transfers or other payments have been made to date from the holding
company to its subsidiaries and consolidated VIEs, or from the holding company's
subsidiaries to the consolidated VIEs, and quantify the amounts where applicable. Provide
cross-references to the condensed consolidating schedule and the consolidated financial
statements.
3.We note that the CSRC recently published Trial Measures that impose certain filing
requirements for direct and indirect overseas listings and offerings. Please disclose how, if
at all, the Trial Measures apply to this transaction, whether you and relevant parties to this
transaction have complied with your obligations under the Trial Measures, and the risks to
investors of non-compliance.
4.Please disclose the location of your auditor’s headquarters and whether and how the
Holding Foreign Companies Accountable Act, as amended by the Consolidated
Appropriations Act, 2023, and related regulations will affect your company.
Conventions That Apply to This Proxy Statement/Prospectus, page 7
5.Please revise your definition of "China" or "PRC" to include Hong Kong and Macau and
to clarify that the “legal and operational” risks associated with operating in China also
apply to your operations in Hong Kong. The definition may clarify that the only time that
“China or the PRC” does not include Hong Kong or Macau is when you are referencing
specific laws and regulations adopted by the PRC. If it does, please revise your disclosure
to discuss any commensurate laws or regulations in Hong Kong, if applicable, and any
risks and consequences to the company associated with those laws and regulations.
Questions and Answers About The Business Combination and Extraordinary General Meeting,
page 10
6.Please clearly disclose how you define "we" in this section.
Will Prime Impact obtain new financing in connection with the Business Combination, page 13
7.Please highlight here or where appropriate the material differences in the terms and price
of securities issued at the time of the IPO as compared to private placements contemplated

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Page 3
at the time of the business combination. Disclose if the SPAC's sponsors, directors,
officers or their affiliates will participate in the private placement.
What is the expected per share value of the cash consideration to be received by HoldCo in the
Business Combination, page 22
8.We note your disclosure on page 120 that your organizational documents do not provide a
specified maximum redemption threshold, except that in no event will Prime Impact
redeem Public Shares in an amount that would cause its net tangible assets to be less than
$5,000,001 after giving effect to the transactions contemplated by the Business
Combination Agreement and the PIPE Investment. Please discuss such disclosure here.
Please also discuss why the columns assuming 75% redemption and maximum
redemption have the values "N/A." Additionally, please include a legend defining all
symbols, such as the asterisk next to "Estimated Transaction Expenses" in your table.
Proxy Statement/Prospectus Summary
CCT's Business, page 29
9.We note your disclosure that CCT has no substantive operations and carries out its
business in China through its wholly-owned PRC subsidiary and its VIE contractual
arrangements. Please highlight in the beginning of your discussion of CCT's Business
your structural arrangements and that CCT has no substantive operations.
Ownership Structure, page 33
10.We note your diagrams depicting CCT and Prime Impact's ownership structure before and
after the Business Combination. Please revise to provide a chart with a more legible font.
Charts should also illustrate the states or countries of incorporation of various legal
entities and various affiliations that exist.
Agreements Entered into in Connection with the Business Combination, page 36
11.We note that the Sponsor and certain officers, directors and advisors of Prime Impact
agreed to waive their redemption rights. Please describe any consideration provided in
exchange for this agreement.
Cash and Asset Flows through Organization, page 45
12.Disclose your intentions to distribute earnings or settle amounts owed under the VIE
agreements. Quantify any cash flows and transfers of other assets by type that have
occurred between the holding company, its subsidiaries, and the consolidated VIEs, and
direction of transfer. Quantify any dividends or distributions that a subsidiary or
consolidated VIE have made to the holding company and which entity made such transfer,
and their tax consequences. Similarly quantify dividends or distributions made to U.S.
investors, the source, and their tax consequences. Your disclosure should make clear if no
transfers, dividends, or distributions have been made to date. Describe any restrictions on

 FirstName LastNameLei Zhang
 Comapany NameCheche Group Inc.
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Cheche Group Inc.
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Page 4
foreign exchange and your ability to transfer cash between entities, across borders, and to
U.S. investors. Describe any restrictions and limitations on your ability to distribute
earnings from the company, including your subsidiaries and/or the consolidated VIEs, to
the parent company and U.S. investors as well as the ability to settle amounts owed under
the VIE agreements.
The Holding Foreign Companies Accountable Act, page 46
13.Please reflect that the HFCAA was amended by the Consolidated Appropriations Act,
2023.
Risks Related to CCT's Corporate Structure, page 50
14.In your summary of risk factors, disclose the risks that your corporate structure and being
based in or having the majority of the company’s operations in China poses to investors.
In particular, describe the significant regulatory, liquidity, and enforcement risks with
cross-references to the more detailed discussion of these risks in the prospectus. For
example, specifically discuss risks arising from the legal system in China, including risks
and uncertainties regarding the enforcement of laws and that rules and regulations in
China can change quickly with little advance notice; and the risk that the Chinese
government may intervene or influence your operations at any time, or may exert more
control over offerings conducted overseas and/or foreign investment in China-based
issuers, which could result in a material change in your operations and/or the value of the
securities you are registering for sale. Acknowledge any risks that any actions by the
Chinese government to exert more oversight and control over offerings that are conducted
overseas and/or foreign investment in China-based issuers could significantly limit or
completely hinder your ability to offer or continue to offer securities to investors and
cause the value of such securities to significantly decline or be worthless.
Risk Factors
Recent greater oversight by the CAC over data security, particularly for companies seeking to
list on a foreign exchange, page 96
15.In light of recent events indicating greater oversight by the Cyberspace Administration of
China (CAC) over data security, particularly for companies seeking to list on a foreign
exchange, please revise your disclosure to explain how this oversight impacts your
business and your offering and to what extent you believe that you are compliant with the
regulations or policies that have been issued by the CAC to date.
Trading in HoldCo's securities on any U.S. stock exchange or the U.S. over-the-counter market
may be prohibited under the HFCAA, page 107
16.We note your disclosure about the Holding Foreign Companies Accountable Act. Please
expand your risk factors to disclose that the Holding Foreign Companies Accountable Act,
as amended by the Consolidated Appropriations Act, 2023, decreases the number of

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 Comapany NameCheche Group Inc.
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Lei Zhang
Cheche Group Inc.
April 26, 2023
Page 5
consecutive “non-inspection years” from three years to two years, and thus, reduces the
time before your securities may be prohibited from trading or delisted.  Also update your
disclosure to describe the potential consequences to you if the PRC adopts positions at any
time in the future that would prevent the PCAOB from continuing to inspect or investigate
completely accounting firms headquartered in mainland China or Hong Kong.
Prime Impact's directors and officers have agreed to vote in favor of the Business Combination,
page 110
17.Please highlight the risk that the sponsor and Prime Impact's directors and officers will
benefit from the completion of a business combination and may be incentivized to
complete an acquisition of a less favorable target company or on terms less favorable to
shareholders rather than liquidate.
The Sponsor or Prime Impact's directors, officers, advisors or any of their respective affiliates
may elect to purchase, page 118
18.We note the disclosure here that the Sponsor, Prime Impact’s directors, officers, advisors
or any of their respective affiliates may purchase Public Shares in privately negotiated
transactions or in the open market either prior to or following the completion of the
Business Combination.  Please provide your analysis on how such potential purchases
would comply with Rule 14e-5.
Outstanding Prime Impact Warrants will be assumed by HoldCo and converted into
corresponding warrants, page 127
19.Please disclose that the exclusive forum provision in the A&R warrant agreement can
result in increased costs to investors to bring a claim.
Opinion of Financial Advisor to the Prime Impact Board, page 179
20.Please provide a clear explanation as to the reason the fairness opinion was obtained.
Interests of the Sponsor and Prime Impact Directors and Officers in the Business Combination,
page 191
21.Please clarify if the sponsor and its affiliates or Prime Impact's directors and officers can
earn a positive rate of return on their investment, even if other SPAC shareholders
experience a negative rate of return in the post-business combination company.
22.We note that Prime Impact's Amended and Restated Memorandum and Articles of
Association, incorporated herein by reference, waives the corporate opportunity doctrine.
Please address this potential conflict of interest and whether it impacted your search for an
acquisition target.

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23.Please quantify the aggregate dollar amount or describe any additional consideration
provided, if any, by Prime Impact's independent directors and advisors for the Prime
Impact Founder Shares transferred from the Sponsor.
Management's Discussion and Analysis of Financial Condition and Results of Operations of
CCT, page 240
24.Please revise the Management’s Discussion and Analysis (“MD&A”) section of your
filing to include a discussion of changes in financial position for each of the periods
presented in your financial statements.
Results of Operations, page 247
25.Please revise your discussion of net revenues on page 248 to provide quantification,
discussion and analysis of the key metrics and any other significant factors driving the
fluctuation in insurance transaction services income (e.g., number of policies written
through the platform, gross premiums written through platform referrals, gross premiums
written through third-party platform partners, changes in insurance premiums charged by
insurance carriers, changes in transaction service fee rates, quantification of the expansion
in the number of referral partners, etc.) accompanied by a discussion of any known trends
likely to impact future earnings.
26.Please revise your discussion of net revenues on page 248 to provide an enhanced analysis
of changes in SaaS income, including quantification of the number of subscription
services provided for each period presented and any changes in service fees for using Sky
Frontier and Digital Surge, respectively.  Please also include a discussion of any known
trends likely to impact future earnings.
27.Please revise your discussion of cost of revenues on page 248 to provide an analysis of
changes in the cost of referral partners, including quantification, discussion and analysis
of the key metrics and any other significant factors driving the fluctuation (e.g., number of
referral partners, changes in percentage rate paid by CCT to referral partners, etc.),
accompanied by a discussion of any known trends likely to impact future earnings.
Unaudited Pro Forma Condensed Combined Financial Information, page 296
28.We note your reference here, and in other sections of your filing, that HoldCo may enter
into one or more subscription agreements (each, a “PIPE Subscription Agreement”) with
PIPE investors. Please revise your disclosure on page 297, and elsewhere throughout
relevant sections of the document, to clarify whether you have any committed PIPE
investment amounts and whether the amount of the PIPE investment is dependent upon