SecProbe.io

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 Token Cat Limited

 9F, Ruihai Building, No. 21 Yangfangdian Road

 Haidian District, Beijing 100038

 The People's Republic of China

 January 06, 2026

 VIA EDGAR

 Rucha Pandit

 Division of Corporation Finance

 Office of Trade & Services

 U.S. Securities and Exchange Commission

 100 F Street, NE

 Washington, D.C. 20549

 Re:
 Token Cat Limited (CIK No. 0001743340)

 Registration Statement on Form F-3

 (Registration No.: 333-292192)

 Dear Sir/Madam,

 Pursuant to Rule 461 under the Securities Act
of 1933, as amended (the " Securities Act "), Token Cat Limited (the " Company ") hereby requests that
the effectiveness of the above-referenced Registration Statement on Form F-3 (the " Registration Statement ") of the
Company be accelerated by the Securities and Exchange Commission (the " Commission ") to, and that the Registration Statement
become effective at 10:00 A.M., Eastern Time , on January 07, 2026 , or as soon thereafter as practicable.

 If there is any change in the acceleration request
set forth above, the Company will promptly notify you of the change, in which case the Company may be making an oral request of acceleration
of the effectiveness of the Registration Statement in accordance with Rule 461 under the Securities Act. Such request may be made by an
executive officer of the Company or by any attorney from the Company's U.S. counsel, United Securities Legal Group, APC ,
a Professional Law Corporation.

 The Company hereby acknowledges the following:

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

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

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

 Very Truly Yours,

 Token Cat Limited

 By:
 /s/ Guangsheng Liu

 Name:
 Guangsheng Liu

 Title:
 Chairman and Chief Executive Officer

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TuanChe Limited

9F, Ruihai Building, No. 21 Yangfangdian Road

Haidian District, Beijing 100038

The People’s Republic of China

September 2, 2022

VIA EDGAR

Erin Jaskot

Ryan Lichtenfels

Division of Corporation Finance

Office of Trade & Services

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

  Re:
  TuanChe Limited (CIK No. 0001743340)

  Registration Statement on Form F-3

  (Registration No.: 333-264942)

Dear Ms. Jaskot and Mr. Lichtenfels,

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

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

The Company hereby acknowledges
the following:

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

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

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

[Signature page follows]

  Very truly yours,

  TuanChe Limited

  By:
  /s/ Wei Wen

  Name:
  Wei Wen

  Title:
  Chairman and Chief Executive Officer

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    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 EDAGR 

August 16, 2022

Mr. Ryan Lichtenfels

Ms. Erin Jaskot

Division of Corporation Finance

Office of Trade & Services

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

    Re:
    TuanChe Ltd (CIK No. 0001743340)

    Response to the Staff’s
    Comments on the Registration Statement on Form F-3 Filed on August 2, 2022

Dear Mr. Lichtenfels and Ms. Jaskot,

On
behalf of our client, TuanChe Ltd, a foreign private issuer organized under the laws of the Cayman
Islands (the “Company”), we hereby submit to the staff (the “Staff”) of the Securities and Exchange
Commission (the “Commission”) this letter setting forth the Company’s response to the comments from the Staff
on August 10, 2022 on the amendment No.3 to the registration statement on Form F-3 filed on August 2, 2022. Concurrently
with the submission of this letter, the Company is submitting its amendment No.4 to the Registration Statement (“Amendment No.4”)
via EDGAR with 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.4 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.4.

Responses
to the comments contained in the Staff’s letter dated August 10, 2022

Recent Regulatory Development,
page 7

 1. We note your revisions in response
                                            to comment 3. Please revise your disclosure to state, if accurate, that you have obtained
                                            all permissions and approvals to operate your business and the business of the VIE, and remove
                                            the reference to your "main business operations." Please make similar revisions
                                            elsewhere as necessary.

In response to the Staff’s
comment, the Company has revised the disclosure on page 8 of Amendment No.4.

Exhibit Index,
page II-4

 2. Your exhibit index indicates
that certain exhibits, such as the legal opinions regarding the validity of the securities and certain Cayman Islands and PRC tax matters,
will be filed as an exhibit to a post-effective amendment or as an exhibit to a report filed under the Exchange Act. These exhibits must
be filed with the Form F-3 prior to effectiveness. Please file these exhibits, and revise the Exhibit Index accordingly.

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

In response to the Staff’s
comment, the Company has revised the exhibit index on page II-4 of Amendment No.4 and filed (1) a form of opinion regarding
the legality of the securities being registered under the registration statement on Form F-3 first filed on May 13, 2022 and
the amendments thereto as exhibit 5.2 and (2) a form of  opinion of the Company’s PRC legal counsel regarding certain PRC tax matters
as exhibit 8.2. The Company will file the executed opinions as exhibits to an Exchange Act report, which will be incorporated by reference into the registration
statement on Form F-3 and the accompanying prospectus supplement(s) when the type of securities that will be issued and associated disclosure
that will be needed are determined.

If you have any
questions regarding the Amendment No.4, please contact the undersigned by telephone at 86-10-6529-8308 or via e-mail at douyang@wsgr.com.
Questions pertaining to auditing matters may be directed to Charles Yin at Marcum Bernstein & Pinchuk, LLP, by telephone at
86-20-3877-1089, or by email at charles.yin@marcumbp.com. Marcum Bernstein & Pinchuk, LLP is the independent registered public
accounting firm of the Company.

    Very truly yours,

    /s/ Dan Ouyang

    Dan Ouyang

Enclosures

 cc: Wei
                                            Wen, Chairman and Chief Executive Officer, TuanChe Ltd

                                            Chenxi Yu, Chief Financial Officer, TuanChe Ltd

United States securities and exchange commission logo
August 10, 2022
Chenxi Yu
Chief Financial Officer
TuanChe Ltd
9F, Ruihai Building, No. 21 Yangfangdian Road
Haidian District
Beijing, PRC 100038
Re:TuanChe Ltd
Amendment No. 3 to Registration Statement on Form F-3
Filed August 2, 2022
File No. 333-264942
Dear Mr. Yu:
            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.
Amendment No. 3 to Form F-3 filed August 2, 2022
Recent Regulatory Development, page 7
1.We note your revisions in response to comment 3.  Please revise your disclosure to state,
if accurate, that you have obtained all permissions and approvals to operate your business
and the business of the VIE, and remove the reference to your "main business
operations."  Please make similar revisions elsewhere as necessary.
Exhibit Index, page II-4
2.Your exhibit index indicates that certain exhibits, such as the legal opinions regarding the
validity of the securities and certain Cayman Islands and PRC tax matters, will be filed as
an exhibit to a post-effective amendment or as an exhibit to a report filed under the

 FirstName LastNameChenxi Yu
 Comapany NameTuanChe Ltd
 August 10, 2022 Page 2
 FirstName LastName
Chenxi Yu
TuanChe Ltd
August 10, 2022
Page 2
Exchange Act.  These exhibits must be filed with the Form F-3 prior to effectiveness.
Please file these exhibits, and revise the Exhibit Index accordingly.
            Please contact Ryan Lichtenfels at 202-551-4457 or Erin Jaskot at 202-551-3442 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Dan Ouyang

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    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 EDAGR

August
2, 2022

Mr. Ryan Lichtenfels

Mr. Dietrich King

Division of Corporation Finance

Office of Trade & Services

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Re: TuanChe Ltd (CIK No. 0001743340)

Response to the Staff’s
Comments on the Registration Statement on Form F-3 Filed on July 14, 2022

Dear Mr. Lichtenfels and Mr. King,

On behalf of our
client, TuanChe Ltd, a foreign private issuer organized under the laws of the Cayman Islands (the “Company”),
we hereby submit to the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
this letter setting forth the Company’s response to the comments from the Staff on July 28, 2022 on the amendment No.2 to the registration
statement on Form F-3 filed on July 14, 2022. Concurrently with the submission of this letter, the Company is submitting its amendment
No.3 to the Registration Statement (“Amendment No.3”) via EDGAR with 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 language addressing
a particular comment appears. Capitalized terms used but not otherwise defined herein have the meanings set forth in the Amendment No.3.

Responses to
the comments contained in the Staff’s letter dated July 28, 2022

Prospectus Cover Page, page i

 1. We note your response to comment 2, including your inclusion of the statement that you "could receive the economic rights
and exercise control that results in consolidation of the VIEs’ operations and financial results into our financial statements through
the contractual arrangements." We note this sentence references control and benefits accruing to you because of the VIEs, but is
not limited by a clear description of the conditions you have satisfied for consolidation of the VIE under U.S. GAAP. Please include such
a description.

In response to the Staff’s comment,
the Company has revised the disclosure on the cover page and page 3 of 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     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

Prospectus Summary,
page 2

 2. We note your response to comment 6. For TuanChe Limited (Cayman), please disclose in a footnote the other shareholders who own
5% or more of the outstanding securities or who are directors or executive officers. In addition, please further revise your chart to
indicate who owns the equity for both Shenzhen Drive New Media Co., LTD and Beijing Internet Drive Technology Co., LTD.

In response to the Staff’s comment,
the Company has revised the disclosure on page 2 of Amendment No.3.

 3. We note your revisions in response to comment 8 and your disclosure on page 8 that you have obtained all license, permits or approvals
for your "main business." Please clarify what you mean by "main business" in this context and disclose whether you
need these approvals to operate your current business. Furthermore, please clarify whether any permissions or approvals related to your
current business have been denied; your disclosure only discusses denial of permissions pertaining to offline events only.

In response to the Staff’s comment,
the Company has revised the disclosure on page 8 of Amendment No.3.

 4. We note your revised disclosure on page 8 that you “have endeavored . . . to obtain all necessary permits [for offline events]
according to our estimate of the condition of each specific event, we cannot assure you that we have been . . . in full compliance with
the licensing requirements for all the offline events we have held.” Please disclose whether your past offline events were held
in full compliance with applicable licensing requirements. In addition, please add new risk factor disclosure to address the risks associated
with any actual or potential noncompliance. In this regard, we note your disclosure on page 9 that historically you generated your net
revenues primarily through our offline events.

In response to the Staff’s comment,
the Company has revised the disclosure on pages 8 and 15 of Amendment No.3.

If you have any questions regarding the Amendment
No.3, please contact the undersigned by telephone at 86-10-6529-8308 or via e-mail at douyang@wsgr.com. Questions pertaining to auditing
matters may be directed to Charles Yin at Marcum Bernstein & Pinchuk, LLP, by telephone at 86-20-3877-1089, or by email at charles.yin@marcumbp.com.
Marcum Bernstein & Pinchuk, LLP is the independent registered public accounting firm of the Company.

    Very truly yours,

    /s/ Dan Ouyang

    Dan Ouyang

Enclosures

cc: Wei Wen, Chairman and Chief Executive Officer, TuanChe Ltd

Chenxi Yu, Chief Financial Officer, TuanChe Ltd

United States securities and exchange commission logo
July 28, 2022
Chenxi Yu
Chief Financial Officer
TuanChe Ltd
9F, Ruihai Building, No. 21 Yangfangdian Road
Haidian District
Beijing, PRC 100038
Re:TuanChe Ltd
Amendment No. 2 to Registration Statement on Form F-3
Filed July 14, 2022
File No. 333-264942
Dear Mr. Yu:
            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 July 6, 2022 letter.
Amendment No. 2 to Registration Statement on Form F-3 filed July 14, 2022
Prospectus Cover Page, page i
1.We note your response to comment 2, including your inclusion of the statement that you
"could receive the economic rights and exercise control that results in consolidation of the
VIEs’ operations and financial results into our financial statements through the contractual
arrangements."  We note this sentence references control and benefits accruing to you
because of the VIEs, but is not limited by a clear description of the conditions you have
satisfied for consolidation of the VIE under U.S. GAAP.  Please include such a
description.

 FirstName LastNameChenxi Yu
 Comapany NameTuanChe Ltd
 July 28, 2022 Page 2
 FirstName LastName
Chenxi Yu
TuanChe Ltd
July 28, 2022
Page 2

Prospectus Summary, page 2
2.We note your response to comment 6.  For TuanChe Limited (Cayman), please disclose in
a footnote the other shareholders who own 5% or more of the outstanding securities or
who are directors or executive officers. In addition, please further revise your chart to
indicate who owns the equity for both Shenzhen Drive New Media Co., LTD and Beijing
Internet Drive Technology Co., LTD.
3.We note your revisions in response to comment 8 and your disclosure on page 8 that you
have obtained all license, permits or approvals for your "main business."  Please
clarify what you mean by "main business" in this context and disclose whether you need
these approvals to operate your current business.  Furthermore, please clarify whether any
permissions or approvals related to your current business have been denied; your
disclosure only discusses denial of permissions pertaining to offline events only.
4.We note your revised disclosure on page 8 that you “have endeavored . . . to obtain all
necessary permits [for offline events] according to our estimate of the condition of each
specific event, we cannot assure you that we have been . . . in full compliance with the
licensing requirements for all the offline events we have held.” Please disclose whether
your past offline events were held in full compliance with applicable licensing
requirements. In addition, please add new risk factor disclosure to address the risks
associated with any actual or potential noncompliance. In this regard, we note your
disclosure on page 9 that historically you generated your net revenues primarily through
our offline events.
            You may contact Ryan Lichtenfels at 202-551-4457 or Dietrich King at 202-551-
8071 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Dan Ouyang

CORRESP
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    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 EDAGR

July
14, 2022

Mr. Ryan Lichtenfels

Ms. Erin Jaskot

Division of Corporation Finance

Office of Trade & Services

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

  Re:
  TuanChe Ltd (CIK No. 0001743340)

  Response to the Staff’s Comments on the Registration Statement

  on Form F-3 Filed on June 15, 2022

Dear Mr. Lichtenfels and Ms. Jaskot,

On behalf of our client, TuanChe Ltd, a foreign
private issuer organized under the laws of the Cayman Islands (the “Company”), we hereby submit to the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) this letter setting forth the Company’s response
to the comments from the Staff on July 6, 2022 on the amendment No.1 to the registration statement on Form F-3 filed on June 15, 2022
(“Amendment No.1”). Concurrently with the submission of this letter, the Company is submitting its amendment No.2 to
the Registration Statement (“Amendment No.2”) via EDGAR with 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 language addressing
a particular comment appears. Capitalized terms used but not otherwise defined herein have the meanings set forth in the Amendment No.2.

Responses to the comments contained in the
Staff’s letter dated July 6, 2022

Prospectus Cover Page, page i

 1. We note your revisions in response to comment 1. Please further revise your disclosure to state that the VIE structure involves
unique risks to investors and disclose that investors may never hold equity interests in the Chinese operating companies. Please also
clarify that the VIE structure is used to provide investors with exposure to foreign investment in China-based companies where Chinese
law prohibits direct foreign investment in the operating companies, as we note that your current disclosure says that the VIE structure
provides your "business operations in China with contractual exposure to foreign investment."

In response to the Staff’s comment,
the Company has revised the disclosure on the cover page and pages 2 and 3 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       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

 2. We note your disclosure here and elsewhere in the filing that you operate the value-added communications business in China through
the VIEs and their subsidiaries, and rely on contractual agreements to control the business operations of the VIE. However, neither the
investors in the holding company nor the holding company itself have an equity ownership in, direct foreign investment in, or control
of, through such ownership or investment, the VIE. Accordingly, please refrain from implying that the contractual agreements are equivalent
to equity ownership in the business of the VIE. Any references to control or benefits that accrue to you because of the VIE should be
limited to a clear description of the conditions you have satisfied for consolidation of the VIE under U.S. GAAP. Additionally, your disclosure
should clarify that you are the primary beneficiary of the VIE for accounting purposes.

In response to the Staff’s comment,
the Company has revised the disclosure on the cover page and page 3 of Amendment No.2.

 3. We note your response to comment 5. Please further revise your disclosure to briefly discuss the various PRC laws and regulations
that could limit your ability to transfer cash between you, your subsidiaries, the VIEs, or investors.

In response to the Staff’s comment,
the Company has revised the disclosure on the cover page and pages 5 and 17 of Amendment No.2.

 4. Where you discuss the legal and operational risks related to being based in and having significant operations in China, please
include cross-references to the specific risk factors that discuss such risks.

In response to the Staff’s comment,
the Company has revised the disclosure on the cover page of Amendment No.2.

About this Prospectus, page 1

 5. Please revise the definition of “China” and “PRC” to remove the carve out for Hong Kong and Macau.

In response to the Staff’s comment,
the Company has revised the disclosure on the cover page and pages 1, 7 and 22 of Amendment No.2 and references to “China” and “PRC”
throughout Amendment No.2.

Prospectus Summary, page 2

 6. Please revise to increase the font size of the corporate structure diagram so that it is readable. Please also identify the persons
or entities that own the equity in TuanChe Limited (Cayman), and identify the place of incorporation for Long Ye International Limited
and Long Ye Information Technology Limited. Please also indicate the percentage ownership for each entity. We note, for example, that
you do not indicate the percentage of TuanChe Information Group Limited that is owned by TuanChe Group Inc.

In response to the Staff’s comment,
the Company has revised the disclosure on page 2 of Amendment No.2.

 7. We note your response to comment 8. Please further revise your disclosure to discuss the 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. Please provide a cross reference to the more detailed discussion of these risks in the prospectus or Form
20-F.

Page 3

In response to the Staff’s comment,
the Company has revised the disclosure on pages 11 and 18 of Amendment No.2.

 8. We note your revisions in response to our prior comment 10 and your disclosure that you have obtained all material license, permits
or approvals. The disclosure here should not be qualified by materiality. Please make appropriate revisions to your disclosure. In addition,
where you note that you and/or the VIEs may need to obtain certain permits each time before you hold an offline event, please clarify
whether you need these approvals to operate your current business, and, if so, whether you have obtained such permits. Please also disclose
whether any permissions or approvals have been denied.

In response to the Staff’s comment,
the Company has revised the disclosure on page 8 of Amendment No.2.

 9. You indicate that believe you are not required to obtain approval or clearance from either the CSRC or the CAC "as advised
by [y]our PRC counsel." Please revise your disclosure to clarify whether you are relying on an opinion of counsel, and, if so please
file the consent of counsel. Please make similar revisions elsewhere that you discuss approval by the CAC or CSRC, such as your risk factors
beginning on page 18.

In response to the Staff’s comment,
the Company has revised the disclosure on pages 8, 18 and 19 of Amendment No.2.

 10. Where you discuss the transfer of cash through your organization on page 5, please include a cross reference to your consolidated
financial statements contained in your Form 20-F. Please include a similar cross-reference for your related disclosure which appears on
the cover page.

In response to the Staff’s comment,
the Company has revised the disclosure on the cover page and page 5 of Amendment No.2.

Financial Information Related to the VIEs,
page 6

11. We note your response to comment 12. Please address the following:

 • Revise your schedules to disaggregate the WFOEs that are
the primary beneficiary of the VIEs.

 • Revise your balance sheet information to separately present a line item for investment in subsidiaries.

 • Revise your operations information to separately present a line item for equity in loss of subsidiaries, VIEs and subsidiaries
of VIEs.

 • Tell us why the net loss of Parent for each year presented does not agree to the condensed financial information of the Parent
company as shown on page F-41 of your Form 20-F filed on April 29, 2022.

In response to the Staff’s
comment, the Company has revised the disclosure on pages 6 and 7 of Amendment No.2. The Company respectfully submits that the
Parent’s net loss position as disclosed on Amendment No.1 differs from that as shown on page F-41 of the 2021 Form 20-F
because the Company did not include equity in loss of subsidiaries, the VIEs and subsidiaries of the VIEs as a separate line item in
the consolidated statements of operations and comprehensive loss relating to the Parent, the VIEs and the non-variable interest
entities as of December 31, 2019, 2020 and 2021 on Amendment No.1, as such amounts would be set off by the corresponding
intercompany elimination amounts in full and therefore would not affect the Group’s consolidated financial position, while
the financial information of the Parent, as disclosed on page F-41 of the 2021 Form 20-F, reported such equity in loss in a separate
line item, resulting in the difference in the Parent’s net loss position between Amendment No.1 and page F-41 of the 2021 Form
20-F. The Company has revised the consolidated statements of operations and comprehensive loss relating to the Parent, the VIEs and
the non-variable interest entities as of December 31, 2019, 2020 and 2021 to add a separate line item for equity in loss of
subsidiaries, the VIEs and subsidiaries of the VIEs and reconciled the net loss position of the Parent with the condensed financial
information of the Parent as shown on page F-41 of the 2021 Form 20-F.

Page 4

Failure to Comply with governmental regulations…,
page 20

 12. We note your disclosure that there remain uncertainties as to whether your data processing activities may be deemed to affect national
security and whether you would be required to apply for a cybersecurity review. You also state that you will closely monitor the rule-marking
process and will assess and determine if you are required to apply for a cybersecurity review. However, we note that the Measures for
Cybersecurity Review took effect on February 15, 2022. We note further your disclosure elsewhere that you have been advised by PRC counsel
that you are not required to obtain the approval or clearance of the CAC in connection with any offering. Please reconcile your disclosure
in the risk factor with your disclosure elsewhere. Please also disclose to what extent you believe you are compliant with the regulations
or policies that have been issued by the CAC to date.

In response to the Staff’s comment,
the Company has revised the disclosure on pages 8, 18 and 19 of Amendment No.2.

Enforceability of Civil Liabilities, page 58

 13. Please revise to identify the directors, officers or members of senior management that are located in the PRC or Hong Kong. Please
also add a risk factor addressing the challenges of bringing actions and enforcing judgments against such individuals.

In response to the Staff’s comment,
the Company has revised the disclosure on pages 22 and 58 of Amendment No.2.

General

 14. Please revise throughout to update your disclosure, as necessary. As examples only, we note that you disclose the last reported
sales price and aggregate market value as of May 12, 2022.

In response to the Staff’s comment,
the Company has revised the disclosure on the cover page of Amendment No.2.

If you have any questions regarding the Amendment
No.2, please contact the undersigned by telephone at 86-10-6529-8308 or via e-mail at douyang@wsgr.com. Questions pertaining to auditing
matters may be directed to Charles Yin at Marcum Bernstein & Pinchuk, LLP, by telephone at 86-20-3877-1089, or by email at charles.yin@marcumbp.com.
Marcum Bernstein & Pinchuk, LLP is the independent registered public accounting firm of the Company.

    Very
    truly yours,

    /s/
    Dan Ouyang

    Dan
    Ouyang

Enclosures

cc: Wei Wen, Chairman and Chief Executive Officer, TuanChe Ltd

Chenxi Yu, Chief Financial Officer, TuanChe Ltd

United States securities and exchange commission logo
July 6, 2022
Chenxi Yu
Chief Financial Officer
TuanChe Ltd
9F, Ruihai Building, No. 21 Yangfangdian Road
Haidian District
Beijing, PRC 100038
Re:TuanChe Ltd
Amendment No. 1 to Registration Statement on Form F-3
Filed June 15, 2022
File No. 333-264942
Dear Mr. Yu:
            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 June 7, 2022 letter.
Amendment No. 1 to Form F-3
Prospectus Cover Page, page i
1.We note your revisions in response to comment 1. Please further revise your disclosure to
state that the VIE structure involves unique risks to investors and disclose that investors
may never hold equity interests in the Chinese operating companies. Please also clarify
that the VIE structure is used to provide investors with exposure to foreign investment in
China-based companies where Chinese law prohibits direct foreign investment in the
operating companies, as we note that your current disclosure says that the VIE structure
provides your "business operations in China with contractual exposure to foreign
investment."

 FirstName LastNameChenxi Yu
 Comapany NameTuanChe Ltd
 July 6, 2022 Page 2
 FirstName LastNameChenxi Yu
TuanChe Ltd
July 6, 2022
Page 2
2.We note your disclosure here and elsewhere in the filing that you operate the value-added
communications business in China through the VIEs and their subsidiaries, and rely on
contractual agreements to control the business operations of the VIE.  However, neither
the investors in the holding company nor the holding company itself have an equity
ownership in, direct foreign investment in, or control of, through such ownership or
investment, the VIE. Accordingly, please refrain from implying that the contractual
agreements are equivalent to equity ownership in the business of the VIE. Any references
to control or benefits that accrue to you because of the VIE should be limited to a clear
description of the conditions you have satisfied for consolidation of the VIE under U.S.
GAAP. Additionally, your disclosure should clarify that you are the primary beneficiary
of the VIE for accounting purposes.
3.We note your response to comment 5.  Please further revise your disclosure to briefly
discuss the various PRC laws and regulations that could limit your ability to transfer cash
between you, your subsidiaries, the VIEs, or investors.
4.Where you discuss the legal and operational risks related to being based in and having
significant operations in China, please include cross-references to the specific risk factors
that discuss such risks.
About this Prospectus, page 1
5.Please revise the definition of "China" and "PRC" to remove the carve out for Hong Kong
and Macau.
Prospectus Summary, page 2
6.Please revise to increase the font size of the corporate structure diagram so that it is
readable.  Please also identify the persons or entities that own the equity in TuanChe
Limited (Cayman), and identify the place of incorporation for Long Ye International
Limited and Long Ye Information Technology Limited. Please also indicate the
percentage ownership for each entity.  We note, for example, that you do not indicate the
percentage of TuanChe Information Group Limited that is owned by TuanChe Group Inc.
7.We note your response to comment 8.  Please further revise your disclosure to discuss the
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.  Please provide a cross reference to the more detailed discussion of
these risks in the prospectus or Form 20-F.
8.We note your revisions in response to our prior comment 10 and your disclosure that you
have obtained all material license, permits or approvals.  The disclosure here should not
be qualified by materiality.  Please make appropriate revisions to your disclosure.  In
addition, where you note that you and/or the VIEs may need to obtain certain permits each
time before you hold an offline event, please clarify whether you need these approvals to
operate your current business, and, if so, whether you have obtained such permits.  Please

 FirstName LastNameChenxi Yu
 Comapany NameTuanChe Ltd
 July 6, 2022 Page 3
 FirstName LastNameChenxi Yu
TuanChe Ltd
July 6, 2022
Page 3
also disclose whether any permissions or approvals have been denied.
9.You indicate that believe you are not required to obtain approval or clearance from either
the CSRC or the CAC "as advised by [y]our PRC counsel."  Please revise your disclosure
to clarify whether you are relying on an opinion of counsel, and, if so please file the
consent of counsel.  Please make similar revisions elsewhere that you discuss approval
by the CAC or CSRC, such as your risk factors beginning on page 18.
10.Where you discuss the transfer of cash through your organization on page 5, please
include a cross-reference to your consolidated financial statements contained in your Form
20-F.  Please include a similar cross-reference for your related disclosure which appears
on the cover page.
Financial Information Related to the VIEs, page 6
11.We note your response to comment 12. Please address the following:
•Revise your schedules to disaggregate the WFOEs that are the primary beneficiary of
the VIEs.
•Revise your balance sheet information to separately present a line item for investment
in subsidiaries.
•Revise your operations information to separately present a line item for equity in loss
of subsidiaries, VIEs and subsidiaries of VIEs.
•Tell us why the net loss of Parent for each year presented does not agree to the
condensed financial information of the Parent company as shown on page F-41 of
your Form 20-F filed on April 29, 2022.
Failure to comply with governmental regulations..., page 20
12.We note your disclosure that there remain uncertainties as to whether your data processing
activities may be deemed to affect national security and whether you would be required to
apply for a cybersecurity review.  You also state that you will closely monitor the rule-
marking process and will assess and determine if you are required to apply for a
cybersecurity review.  However, we note that the Measures for Cybersecurity Review
took effect on February 15, 2022.  We note further your disclosure elsewhere that you
have been advised by PRC counsel that you are not required to obtain the approval or
clearance of the CAC in connection with any offering.  Please reconcile your disclosure in
the risk factor with your disclosure elsewhere.  Please also disclose to what extent you
believe you are compliant with the regulations or policies that have been issued by the
CAC to date.
Enforceability of Civil Liabilities, page 58
13.Please revise to identify the directors, officers or members of senior management that are
located in the PRC or Hong Kong.  Please also add a risk factor addressing the challenges
of bringing actions and enforcing judgments against such individuals.

 FirstName LastNameChenxi Yu
 Comapany NameTuanChe Ltd
 July 6, 2022 Page 4
 FirstName LastName
Chenxi Yu
TuanChe Ltd
July 6, 2022
Page 4
General
14.Please revise throughout to update your disclosure, as necessary.  As examples only, we
note that you disclose the last reported sales price and aggregate market value as of May
12, 2022.
            Please contact Ryan Lichtenfels at 202-551-4457 or Erin Jaskot at 202-551-3442 if you
have any questions
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Dan Ouyang

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 EDAGR

June
15, 2022

Mr. Ryan Lichtenfels

Ms. Erin Jaskot

Division of Corporation Finance

Office of Trade & Services

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

 Re: TuanChe Ltd (CIK No. 0001743340)

Response to the Staff’s
Comments on the Registration Statement on Form F-3 Filed on May 13, 2022

Dear Mr. Lichtenfels and Ms. Jaskot,

On behalf of our client, TuanChe Ltd, a foreign
private issuer organized under the laws of the Cayman Islands (the “Company”), we hereby submit to the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) this letter setting forth the Company’s response
to the comments from the Staff on June 7, 2022 on the registration statement on Form F-3 filed on May 13, 2022 (the “Registration
Statement”). Concurrently with the submission of this letter, the Company is submitting its amendment No.1 to the Registration
Statement (“Amendment No.1”) via EDGAR with 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 language addressing
a particular comment appears. Capitalized terms used but not otherwise defined herein have the meanings set forth in the Amendment No.1.

Responses to the comments contained in the
Staff’s letter dated June 7, 2022

Prospectus Cover Page, page i

 1. Please revise your cover page to include the following disclosure:

 · You are not a Chinese operating company.

 · Your VIE structure involves unique risks to investors, and the VIE contracts
have not been tested in court.

 · The VIE structure is used to provide investors with exposure to foreign
investment in China-based companies where Chinese law prohibits direct foreign investment in the operating companies, and that investors
may never hold equity interests in the Chinese operating companies.

 · Chinese regulatory authorities could disallow your VIE structure, which
would likely result in a material change in your operations and/or a material change in the value of the securities you are registering
for sale, including that it could cause the value of such securities to significantly decline or become worthless.

Please also provide a cross-reference
to the specific risk factors addressing the risks facing the company and the offering as a result of your VIE structure.

    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

In response to the Staff’s comment,
the Company has revised the disclosure on the cover page of Amendment No. 1.

 2. Clearly disclose how you will refer to the holding company, subsidiaries, and VIEs when providing the disclosure throughout the
document so that it is clear to investors which entity the disclosure is referencing and which subsidiaries or entities are conducting
the business operations. Refrain from using terms such as “we” or “our” when describing activities or functions
of a VIE, such as your disclosure on the cover referencing “our VIE structure.” Disclose, if true, that your subsidiaries
and/or the VIE conduct operations in China and that the VIE is consolidated for accounting purposes.

In response to the Staff’s comment,
the Company has revised the disclosure on the cover page of Amendment No. 1 and relevant disclosure throughout Amendment No. 1.

 3. Provide a description of how cash is transferred through your organization and disclose your intentions to distribute earnings
or settle amounts owed under the VIE agreements. State whether any transfers, dividends, or distributions have been made to date between
the holding company, its subsidiaries, and consolidated VIEs, or to investors, and quantify the amounts where applicable. Provide cross-references
to the condensed consolidating schedule and the consolidated financial statements.

In response to the Staff’s comment,
the Company has revised the disclosure on the cover page and page 5 of Amendment No. 1.

 4. Please amend your disclosure here and in the summary risk factors and risk factors sections to state that, to the extent cash or
assets in the business is in the PRC or Hong Kong or a PRC or Hong Kong entity, the funds or assets may not be available to fund operations
or for other use outside of the PRC or Hong Kong due to interventions in or the imposition of restrictions and limitations on the ability
of you, your subsidiaries, or the consolidated VIEs by the PRC government to transfer cash or assets. On the cover page, provide cross-references
to these other discussions.

In response to the Staff’s comment,
the Company has revised the disclosure on the cover page and page 5 of Amendment No. 1.

 5. Discuss whether there are limitations on your ability to transfer cash between you, your subsidiaries, the consolidated VIEs or
investors. Provide a cross-reference to your discussion of this issue in your summary, summary risk factors, and risk factors sections,
as well.

In response to the Staff’s comment,
the Company has revised the disclosure on the cover page and pages 5 and 17 of Amendment No. 1.

 6. To the extent you have cash management policies that dictate how funds are transferred between you, your subsidiaries, the consolidated
VIEs or investors, summarize the policies on your cover page and in the prospectus summary, and disclose the source of such policies (e.g.,
whether they are contractual in nature, pursuant to regulations, etc.); alternatively, state on the cover page and in the prospectus summary
that you have no such cash management policies that dictate how funds are transferred. Provide a cross-reference on the cover page to
the discussion of this issue in the prospectus summary.

In response to the Staff’s comment,
the Company has revised the disclosure on the cover page and page 5 of Amendment No. 1.

Prospectus Summary, page 1

Page 3

 7. Please add a prospectus summary section. Provide early in the summary a diagram of the company’s corporate structure, identifying
the person or entity that owns the equity in ach depicted entity. Describe all contracts and arrangements through which you claim to have
economic rights and exercise control that results in consolidation of the VIE’s operations and financial results into your financial
statements. Identify clearly the entity in which investors are purchasing their interest and the entity(ies) in which the company's operations
are conducted. Describe the relevant contractual agreements between the entities and how this type of corporate structure may affect investors
and the value of their investment, including how and why the contractual arrangements may be less effective than direct ownership and
that the company may incur substantial costs to enforce the terms of the arrangements. Disclose the uncertainties regarding the status
of the rights of the Cayman Islands holding company with respect to its contractual arrangements with the VIE, its founders and owners,
and the challenges the company may face enforcing these contractual agreements due to legal uncertainties and jurisdictional limits.

In response to the Staff’s comment,
the Company has revised the disclosure on pages 2 to 12 of Amendment No. 1.

 8. Please add disclosure clarifying that you are the primary beneficiary of the VIE for accounting purposes. Please also disclose,
if true, that the VIE agreements have not been tested in a court of law.

In response to the Staff’s comment,
the Company has revised the disclosure on the cover page and pages  3 and 15 of Amendment No. 1.

 9. Please add a summary of risk factors section, and 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 or the Form 20-F. 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.

In response to the Staff’s comment,
the Company has revised the disclosure on pages 9  to 12 and pages 15 to 22 of Amendment No. 1.

 10. 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. To the extent that you determined that you are not covered by, or
required to obtain, such permissions or approvals, please explain why and disclose the basis on which you made that determination.

Page 4

In response to the Staff’s comment,
the Company has revised the disclosure on the cover page, pages 7, 8 and 11 and pages 18 to 22 of Amendment No. 1.

 11. Provide a clear description of how cash is transferred through your organization. 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 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. Please also provide cross-references to the condensed consolidating schedule
and the consolidated financial statements.

In response to the Staff’s comment,
the Company has revised the disclosure on the cover page and pages 5 and 17 of Amendment No. 1.

 12. We note that the consolidated VIEs constitute a material part of your consolidated financial statements. Please provide in tabular
form a condensed consolidating schedule that disaggregates the operations and depicts the financial position, cash flows, and results
of operations as of the same dates and for the same periods for which audited consolidated financial statements are required. The schedule
should present major line items, such as revenue and cost of goods/services, and subtotals and disaggregated intercompany amounts, such
as separate line items for intercompany receivables and investment in subsidiary. The schedule should also disaggregate the parent company,
the VIEs and its consolidated subsidiaries, the WFOEs that are the primary beneficiary of the VIEs, and an aggregation of other entities
that are consolidated. The objective of this disclosure is to allow an investor to evaluate the nature of assets held by, and the operations
of, entities apart from the VIE, as well as the nature and amounts associated with intercompany transactions. Any intercompany amounts
should be presented on a gross basis and when necessary, additional disclosure about such amounts should be included in order to make
the information presented not misleading.

In response to the Staff’s comment,
the Company has revised the disclosure on pages 6 and 7 of Amendment No. 1.

 13. Disclose that trading in your securities may be prohibited under the Holding Foreign Companies Accountable Act if the PCAOB determines
that it cannot inspect or investigate completely your auditor, and that as a result an exchange may determine to delist your securities.
Disclose whether your auditor is subject to the determinations announced by the PCAOB on December 16, 2021.

In response to the Staff’s comment,
the Company has revised the disclosure on the cover page and pages 7, 8, 11 and 22 of Amendment No. 1.

Risk Factors, page 5

 14. Revise to include a risk factor acknowledging that if the PRC government determines that the contractual arrangements constituting
part of the VIE structure do not comply with PRC regulations, or if these regulations change or are interpreted differently in the future,
the securities you are registering may decline in value or become worthless if the determinations, changes, or interpretations result
in your inability to assert contractual control over the assets of your PRC subsidiaries or the VIEs that conduct all or substantially
all of your operations.

Page 5

In response to the Staff’s comment,
the Company has revised the disclosure on pages 15 to 17 of Amendment No. 1.

 15. We note the disclosure in your Form 20-F filed on April 29, 2022 that you are closely monitoring the CAC's Measures for Cybersecurity
Review and will assess and determine whether you are required to apply for the cybersecurity review. Please tell us whether you have made
any further assessments or determination as to applicability of the CAC regulations. If so, please provide updated disclosure in the prospectus.
Please also disclose to what extent you believe that you are in compliance with the regulations or policies that have been issued by the
CAC to date. To the extent that you have concluded that you are not required to obtain any approvals from the CAC, please disclose how
you came to that conclusion.

In response to the Staff’s comment,
the Company has revised the disclosure on pages 19 to 22 of Amendment No. 1.

If you have any questions regarding the Amendment
No.1, please contact the undersigned by telephone at 86-

United States securities and exchange commission logo
June 7, 2022
Chenxi Yu
Chief Financial Officer
TuanChe Ltd
9F, Ruihai Building, No. 21 Yangfangdian Road
Haidian District
Beijing, PRC 100038
Re:TuanChe Ltd
Registration Statement on Form F-3
Filed May 13, 2022
File No. 333-264942
Dear Mr. Yu:
            We have limited our review of your registration statement to those issues we have
addressed in our 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.
Registration Statement on Form F-3 filed May 13, 2022
Prospectus Cover Page, page i
1.Please revise your cover page to include the following disclosure:

•You are not a Chinese operating company.
•Your VIE structure involves unique risks to investors, and the VIE contracts have not
been tested in court.
•The VIE structure is used to provide investors with exposure to foreign investment in
China-based companies where Chinese law prohibits direct foreign investment in the
operating companies, and that investors may never hold equity interests in the
Chinese operating companies.

 FirstName LastNameChenxi Yu
 Comapany NameTuanChe Ltd
 June 7, 2022 Page 2
 FirstName LastNameChenxi Yu
TuanChe Ltd
June 7, 2022
Page 2
•Chinese regulatory authorities could disallow your VIE structure, which would likely
result in a material change in your operations and/or a material change in the value of
the securities you are registering for sale, including that it could cause the value of
such securities to significantly decline or become worthless.

Please also provide a cross-reference to the specific risk factors addressing the risks facing
the company and the offering as a result of your VIE structure.
2.Clearly disclose how you will refer to the holding company, subsidiaries, and VIEs when
providing the disclosure throughout the document so that it is clear to investors which
entity the disclosure is referencing and which subsidiaries or entities are conducting the
business operations. Refrain from using terms such as “we” or “our” when describing
activities or functions of a VIE, such as your disclosure on the cover referencing "our VIE
structure." Disclose, if true, that your subsidiaries and/or the VIE conduct operations in
China and that the VIE is consolidated for accounting purposes.
3.Provide a description of how cash is transferred through your organization and disclose
your intentions to distribute earnings or settle amounts owed under the VIE agreements.
State whether any transfers, dividends, or distributions have been made to date between
the holding company, its subsidiaries, and consolidated VIEs, or to investors, and quantify
the amounts where applicable. Provide cross-references to the condensed consolidating
schedule and the consolidated financial statements.
4.Please amend your disclosure here and in the summary risk factors and risk factors
sections to state that, to the extent cash or assets in the business is in the PRC or Hong
Kong or a PRC or Hong Kong entity, the funds or assets may not be available to fund
operations or for other use outside of the PRC or Hong Kong due to interventions in or the
imposition of restrictions and limitations on the ability of you, your subsidiaries, or the
consolidated VIEs by the PRC government to transfer cash or assets. On the cover page,
provide cross-references to these other discussions.
5.Discuss whether there are limitations on your ability to transfer cash between you, your
subsidiaries, the consolidated VIEs or investors. Provide a cross-reference to your
discussion of this issue in your summary, summary risk factors, and risk factors sections,
as well.
6.To the extent you have cash management policies that dictate how funds are transferred
between you, your subsidiaries, the consolidated VIEs or investors, summarize the
policies on your cover page and in the prospectus summary, and disclose the source of
such policies (e.g., whether they are contractual in nature, pursuant to regulations, etc.);
alternatively, state on the cover page and in the prospectus summary that you have no
such cash management policies that dictate how funds are transferred. Provide a cross-
reference on the cover page to the discussion of this issue in the prospectus summary.

 FirstName LastNameChenxi Yu
 Comapany NameTuanChe Ltd
 June 7, 2022 Page 3
 FirstName LastNameChenxi Yu
TuanChe Ltd
June 7, 2022
Page 3
Prospectus Summary, page 1
7.Please add a prospectus summary section. Provide early in the summary a diagram of the
company’s corporate structure, identifying the person or entity that owns the equity in
each depicted entity. Describe all contracts and arrangements through which you claim to
have economic rights and exercise control that results in consolidation of the VIE’s
operations and financial results into your financial statements. Identify clearly the entity in
which investors are purchasing their interest and the entity(ies) in which the company's
operations are conducted. Describe the relevant contractual agreements between the
entities and how this type of corporate structure may affect investors and the value of their
investment, including how and why the contractual arrangements may be less effective
than direct ownership and that the company may incur substantial costs to enforce the
terms of the arrangements. Disclose the uncertainties regarding the status of the rights of
the Cayman Islands holding company with respect to its contractual arrangements with the
VIE, its founders and owners, and the challenges the company may face enforcing these
contractual agreements due to legal uncertainties and jurisdictional limits.
8.Please add disclosure clarifying that you are the primary beneficiary of the VIE for
accounting purposes. Please also disclose, if true, that the VIE agreements have not been
tested in a court of law.
9.Please add a summary of risk factors section, and 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 or the Form 20-F. 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.
10.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

 FirstName LastNameChenxi Yu
 Comapany NameTuanChe Ltd
 June 7, 2022 Page 4
 FirstName LastNameChenxi Yu
TuanChe Ltd
June 7, 2022
Page 4
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.  To the extent that you determined that
you are not covered by, or required to obtain, such permissions or approvals, please
explain why and disclose the basis on which you made that determination.
11.Provide a clear description of how cash is transferred through your organization. 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 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.  Please also provide cross-references to the condensed consolidating schedule
and the consolidated financial statements.
12.We note that the consolidated VIEs constitute a material part of your consolidated
financial statements. Please provide in tabular form a condensed consolidating schedule
that disaggregates the operations and depicts the financial position, cash flows, and results
of operations as of the same dates and for the same periods for which audited consolidated
financial statements are required. The schedule should present major line items, such as
revenue and cost of goods/services, and subtotals and disaggregated intercompany
amounts, such as separate line items for intercompany receivables and investment in
subsidiary. The schedule should also disaggregate the parent company, the VIEs and its
consolidated subsidiaries, the WFOEs that are the primary beneficiary of the VIEs, and an
aggregation of other entities that are consolidated. The objective of this disclosure is to
allow an investor to evaluate the nature of assets held by, and the operations of, entities
apart from the VIE, as well as the nature and amounts associated with intercompany
transactions. Any intercompany amounts should be presented on a gross basis and when
necessary, additional disclosure about such amounts should be included in order to make
the information presented not misleading.
13.Disclose that trading in your securities may be prohibited under the Holding Foreign
Companies Accountable Act if the PCAOB determines that it cannot inspect or investigate
completely your auditor, and that as a result an exchange may determine to delist your

 FirstName LastNameChenxi Yu
 Comapany NameTuanChe Ltd
 June 7, 2022 Page 5
 FirstName LastName
Chenxi Yu
TuanChe Ltd
June 7, 2022
Page 5
securities. Disclose whether your auditor is subject to the determinations announced by
the PCAOB on December 16, 2021.
Risk Factors, page 5
14.Revise to include a risk factor acknowledging that if the PRC government determines that
the contractual arrangements constituting part of the VIE structure do not comply with
PRC regulations, or if these regulations change or are interpreted differently in the future,
the securities you are registering may decline in value or become worthless if the
determinations, changes, or interpretations result in your inability to assert contractual
control over the assets of your PRC subsidiaries or the VIEs that conduct all or
substantially all of your operations.
15.We note the disclosure in your Form 20-F filed on April 29, 2022 that you are closely
monitoring the CAC's Measures for Cybersecurity Review and will assess and
determine whether you are required to apply for the cybersecurity review.  Please tell us
whether you have made any further assessments or determination as to applicability of the
CAC regulations.  If so, please provide updated disclosure in the prospectus.  Please also
disclose to what extent you believe that you are in compliance with the regulations or
policies that have been issued by the CAC to date.  To the extent that you have concluded
that you are not required to obtain any approvals from the CAC, please disclose how you
came to that conclusion.
            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 Ryan Lichtenfels at 202-551-4457 or Erin Jaskot at 202-551-3442 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Dan Ouyang

United States securities and exchange commission logo
August 11, 2020
Chenxi Yu
Deputy Chief Financial Officer
TuanChe Ltd
9F, Ruihai Building, No. 21 Yangfangdian Road
Haidian District Beijing 100038
The People’s Republic of China
Re:TuanChe Ltd
Form 20-F the Fiscal Year Ended December 31, 2019
Filed May 18, 2020
File No. 1-38737
Dear Mr. Yu:
            We have completed our review of your filing.  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.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

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

August 10, 2020

VIA EDGAR

Mr. Tony Watson

Mr. Bill Thompson

Division of Corporation Finance

Office of Trade & Services

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

 Re: TuanChe Limited

Response to the Staff’s Comments on

Form 20-F for the Fiscal Year Ended December 31,
2019 (File No. 1-38737)

Dear Mr. Watson and Mr. Thompson,

On behalf of our client, TuanChe Limited,
a foreign private issuer organized 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 June 24, 2020 on
the Company’s Form 20-F for the fiscal year ended December 31, 2019 filed on May 18, 2020 (the “2019 Form 20-F”).

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 2019 Form 20-F.

Form 20-F the Fiscal Year Ended December 31, 2019

Consolidated Statements of Changes in Shareholders' (Deficit)/
Equity, page F-7

 1. Please tell us the nature of the transaction that created the non-controlling interest for the year ended December 31, 2019.
Also, please tell us your consideration of the disclosure guidance in ASC 810-10-50-1A.c.2 and ASC 810-10-50-1A.d

The Company respectfully advises
the Staff as background that, based on strategic expansion and multiple policy promoted by Wuqing Development Area, Tianjin City
(the "UDA”), the Company began its auto show business in the fourth quarter of 2016 to promote large scale auto shows
across Mainland China. For this purpose, on September 7, 2017, the Company set up a 100% wholly owned subsidiary named Expert Exhibition
(Tianjin) Co., Ltd. (“Tianjin Expert”) in the UDA, being a limited liability company with a registered capital of RMB5,000
thousand which has not been paid. Pursuant to Tianjin Expert’s initial articles of association, cash payments for prescribed
capital are due before June 25, 2038. In China, this is legally allowed and a common practice by reference to Articles 23, 26 and
28, Chapter II of Company Law of the People’s Republic of China (then effective) (“PRC Company Law”), as extracted
below for reference:

    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

…the establishment
of a limited liability company shall fulfill the condition that the capital contribution subscribed by all shareholders
is consistent with the prescribed in the articles of association; The registered capital of a limited liability
company shall be the capital contribution subscribed by all shareholders as registered with the company registration authority;
Each shareholder shall make the capital contribution it subscribes as specified in the articles of association of the company
on time and in full.

Tianjin Expert had remained dormant
since its inception, and its carrying value of net assets remained as zero. On April 10, 2019 (the “Transfer Date”),
the Company transferred 45% of shareholder interest of Tianjin Expert to four unrelated third-party partners (collectively, the
“Partners”) to help start its large scale auto shows business. The Partners brought with them industry experience and
network resources to attract potential customers and auto shows with diversified brands. Tianjin Expert’s articles of association
were amended to reflect that the Company and Partners would each contribute capital of RMB2,750 thousand and RMB2,250 thousand
in cash, representing 55% and 45% of the total registered capital respectively, before June 25, 2038.

Given the above background, the
Company referred to the Staff’s guidance: ASC 810-10-1A.c.2, Either in the consolidated statement of changes in equity,
if presented, or in the notes to consolidated financial statements, a reconciliation at the beginning and the end of the period
of the carrying amount of total equity (net assets), equity (net assets) attributable to the parent, and equity (net assets) attributable
to the noncontrolling interest. That reconciliation shall separately disclose the transactions with owners acting in their
capacity as owners, showing separately; ASC 810-10-50-1A.d, In notes to the consolidated financial statements, a
separate schedule that shows the effects of any changes in a parent’s ownership interest in a subsidiary on the equity attributable
to the parent.

Since the capital of Tianjin Expert
was not yet paid after the share transfer, both the non-controlling interest (“NCI”) for the 45% shareholder interest
transfer and the offsetting entry to additional paid-in capital would be zero. For the period from Transfer Date to December 31,
2019, the Company owned 55% share interest in Tianjin Expert and attributed net loss and comprehensive loss of Tianjin Expert to
the 55% controlling interest and 45% NCI, respectively.

The Company considered the disclosure
guidance in ASC 810-10-50-1A.c.2, because at the Transfer Date, the initial NCI balance and the financial impact of the transactions
with owners were zero, the Company did not disclose the share transfer. In the consolidated statements of changes in equity, the
Company disclosed the reconciliation from the Transfer Date to December 31, 2019 of the items attributable to the NCI because the
shareholders are obligated to make their contributions and are therefore entitled to the profits and losses of Tianjin Expert and
as a result considered these disclosures as appropriate. For the disclosure guidance in ASC 810-10-50-1A.d, the Company did not
disclose a separate schedule in the notes to the consolidated financial statements as related to change of share interest in Tianjin
Expert as these amounts were considered immaterial for disclosure.

Consolidated Statements of Cash Flows, page F-8

 2. Please tell us why cash payments for repurchase of restricted shares from employees and cash payments for repurchase of
shares presented in cash flows from financing activities do not agree to amounts presented in the consolidated statements of changes
in shareholders' (deficit)/equity.

Page 3

In respect of repurchase of restricted
shares from employees, cash payments presented in cash flows from financing activities was RMB26,228 thousand while amounts presented
in the consolidated statements of changes in shareholders’(deficit)/equity was RMB32,784 thousand. The difference of RMB6,556
thousand was attributable to the withholding tax payable applicable to employees in connection to the repurchase of vested restricted
shares. The Company withheld this amount as required by law. As the withholding tax was not paid as of December 31, 2019, this
balance was included in the financial statement line item of “other taxes payable” in cash flows from operating activities
and therefore excluded from cash payments presented in cash flows from financing activities. The Company considered the current
classification is appropriate.

In respect of repurchase of shares,
cash payments presented in cash flows from financing activities was RMB13,749 thousand while amounts presented in the consolidated
statements of changes in shareholders’(deficit)/equity was RMB15,104 thousand. The difference of RMB1,355 thousand was due
to an incorrect foreign exchange rate used in the translation of U.S. dollars to Renminbi amounts for repurchase shares in the
consolidated statements of changes in shareholders’ (deficit)/equity. The Company concluded the difference to be immaterial
for the periods presented in the Company’s 2019 Form 20-F and respectfully informs the Staff the Company will correct this
difference upon filing of the Company’s Form 20-F for the fiscal year ended December 31, 2020 (the “2020 Form 20-F”).

Note 4. Accounts receivable, net, page F-30

 3. Please tell us the nature and terms of the notes receivables and your consideration of the guidance in ASC 310-10-45-13
and ASC 850-10-50-2.

The Company respectfully advises
the Staff that notes receivables represents short-term non-interest bearing bank acceptance notes due from third-party customers
issued by reputable financial institutions that entitle the Company to receive the full face amount from the financial institutions
at maturity, which generally range from three to six months from the date of issuance.

The Company referred to the guidance
in ASC 310-10-45-13, as indicated in paragraph 850-10-50-2, notes or accounts receivable due from officers, employees,
or affiliated companies shall be shown separately and not included under a general heading such as notes receivable or accounts
receivable.

Based on the above guidance, the
Company has assessed that the notes receivables were not due from officers, employees, or affiliated companies as described in
ASC 310-10-45-13 and ASC 850-10-50-2, and the Company has followed Rule 5-02 of Regulation S-X on evaluating notes receivables
of such nature and terms. Accordingly, the Company considered the current disclosure in Note 2(j) Accounts receivable, net
on page F-19 and Note 4 Accounts receivable, net on page F-30 of the 2019 Form-20 were sufficient.

Note 14. Share-based Compensation

(f) Transfer of ordinary shares, page F-43

 4. Please tell us why it was necessary and the GAAP guidance you relied upon to recognize the incremental value of the consideration
and fair value of the Class A ordinary shares transferred between First Aqua Inc. and ACEE Capital Ltd in your financial statements.

Page 4

The Company respectfully advises
the Staff that on September 29, 2018 (the “share transfer date”), a Class A ordinary shareholder of the Company, First
Aqua Inc. (“First Aqua”), which is wholly owned by Mr. A, the Company’s co-founder and an employee, entered
into a share transfer agreement with ACEE Capital Ltd. (“ACEE”), a Series D preferred shareholder of the Company, and
transferred 521,962 Class A ordinary shares to ACEE. The aggregate selling price of the share transfer was US$1.14 million (US$2.18
per share). On the share transfer date, the aggregate fair value of these Class A ordinary shares was US$0.89 million (US$1.71
per share).

The Company referred to the guidance
codified in ASC 718-10-15-4, share-based payments awarded to an employee of the reporting entity by a related party or other
holder of an economic interest in the entity as compensation for service provided to the entity are share-based payment transactions
to be accounted for under this topic unless the transfer is clearly for a purpose other than compensation for services to the reporting
entity. The substance of such a transaction is that the economic interest holder makes a capital contribution to the reporting
entity, and that entity makes a share-based payment to its employee in exchange for services rendered. An example of a situation
in which such a transfer is not compensation is a transfer to settle an obligation of the economic interest holder to the employee
that is unrelated to employment by the entity.

ACEE purchased the Company’s
Class A ordinary shares from First Aqua at the purchase price of US$2.18 per share, which was higher than the fair value of the
Class A ordinary shares on the share transfer date. The substance of the share transfer transaction between ACEE and First Aqua
was that ACEE made the capital contribution to the Company. First Aqua has no business operations and is wholly owned by an employee
A of the Company. Employee A’s founder role in First Aqua offers no value to ACEE as a preferred shareholder to the Company,
except for acting as the Company’s Chief Marketing Officer and oversaw marketing and advertising initiatives for the Company,
and the Company simultaneously made the share-based payment to Employee A in exchange for his service rendered. The excess of purchase
price (US$2.18 per share) paid by ACEE over the fair value of the Class A ordinary share (US$1.71 per share) on the share transfer
date was recognized as additional compensation cost. Hence, the total compensation cost recognized was RMB1.7 million (US$0.25
million) on the Company’s consolidated statements of comprehensive income.

The Company disclosed this share
transfer in the Note 14(f) on page F-43 of the 2019 Form 20-F and Note 15(g) on page F-42 of its Form 20-F for the fiscal year
ended December 31, 2018 as the following:

“Accordingly, the Company
recognized the incremental value of RMB1.7 million between the consideration and the fair value of 521,962 Class A ordinary shares
in general and administrative expenses as share based compensation on the transfer date.”

The Company respectfully advises
the Staff that the Company considered disclosures to be adequate in the 2019 Form 20-F.

Note 15. Ordinary shares, page F-43

 5. We note your disclosure regarding the issuance of 80,000 ordinary shares to a nonemployee related to consulting services
and the share-based compensation to nonemployee in the consolidated statements of shareholders' (deficit)/equity. Please tell us
how the RMB433 of stock-based compensation is classified in the consolidated statements of cash flows.

Page 5

The Company respectfully advises
the Staff that the issuance of 80,000 ordinary shares to a non-employee with the amount of RMB433 thousand was incorrectly included
in the caption of changes in operating assets and liabilities – Other current liabilities in the Consolidated Statements
of Cash Flows. The Company concluded the amounts to be immaterial for the periods presented in the Company’s 2019 Form 20-F
and determined to correct consolidated financial statement of 2019 upon filing of the Company’s 2020 Form 20-F.

Note 19. Subsequent events

Acquisition of Longye International, page F-46

 6. It appears that your investment in Longye International may be significant based on the investment test in Rule 8-04(b)(1)
of Regulation S-X. Please tell us your consideration of the guidance in Rules 8-04 and 8-05 of Regulation S-X.

The Company respectfully advises
the Staff that the Company has assessed Rule 8-04 and 8-05 of Regulation S-X and other guidance, noted these sections are not applicable
to financial statements prepared for the purpose of Item 17 or Item 18 of Form 20-F as below:

 · The Company referred to below guidance,
Rule 8-01 Preliminary Notes to Article 8, Rules 8-01 to 8-08 shall be applicable to financial statements filed for smaller reporting
companies. These sections are not applicable to financial statements prepared for the purposes of Item 17
or Item 18 of Form 20-F.

 · The Company also referred to Financial
Reporting Manual, Topic 6-Foreign Private Issuer & Foreign Business, 6410.6.a, The reporting requirements of Form 8-K do
not apply to foreign private issuers. However, foreign p

CORRESP
1
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    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 3, 2020

VIA EDGAR

Mr. Tony Watson

Mr. Bill Thompson

Division of Corporation Finance

Office of Trade & Services

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

 Re: TuanChe Limited

Response to the Staff’s Comments on

Form 20-F for the Fiscal Year Ended December 31,
2019 (File No. 1-38737)

Dear Mr. Watson and Mr. Thompson,

On behalf of our client, TuanChe Limited,
a foreign private issuer organized 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 requesting an extension of time to respond to the comments of the Staff contained in the letter dated June 24, 2020 relating
to the Company’s annual report on Form 20-F for the fiscal year ended December 31, 2019 filed on May 18, 2020.

Pursuant to the telephonic discussion between
Mr. Ke (Ronnie) Li of Wilson Sonsini Goodrich & Rosati and Mr. Bill Thompson of the Staff on August 3, 2020, the Company respectfully
requests that the Commission grant an extension of 10 business days to allow the Company to provide more thoughtful response to
the Staff’s comments no later than August 17, 2020.

Should the Staff have any additional comments
or questions, please contact the undersigned by telephone at 86-10-6529-8308 or via e-mail at douyang@wsgr.com.

    Very truly yours,

    /s/ Dan Ouyang

    Dan Ouyang

cc:

Wei Wen, Chief Executive Officer, TuanChe Limited

Chenxi Yu, Deputy Chief Financial Officer, TuanChe Limited

Der Hua You, Partner, PricewaterhouseCoopers Zhong Tian LLP

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

United States securities and exchange commission logo
June 24, 2020
Zhihai Mao
Chief Financial Officer
TuanChe Ltd
9F, Ruihai Building, No. 21 Yangfangdian Road
Haidian District Beijing 100038
The People’s Republic of China
Re:TuanChe Ltd
Form 20-F the Fiscal Year Ended December 31, 2019
Filed May 18, 2020
File No. 1-38737
Dear Mr. Mao:
            We have limited our review of your filing to the financial statements and related
disclosures 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 20-F the Fiscal Year Ended December 31, 2019
Consolidated Statements of Changes in Shareholders' (Deficit)/ Equity, page F-7
1.Please tell us the nature of the transaction that created the non-controlling interest for the
year ended December 31, 2019.  Also, please tell us your consideration of the disclosure
guidance in ASC 810-10-50-1A.c.2 and ASC 810-10-50-1A.d.
Consolidated Statements of Cash Flows, page F-8
2.Please tell us why cash payments for repurchase of restricted shares from employees and
cash payments for repurchase of shares presented in cash flows from financing activities
do not agree to amounts presented in the consolidated statements of changes in
shareholders' (deficit)/equity.

 FirstName LastNameZhihai Mao
 Comapany NameTuanChe Ltd
 June 24, 2020 Page 2
 FirstName LastName
Zhihai Mao
TuanChe Ltd
June 24, 2020
Page 2
Note 4. Accounts receivable, net, page F-30
3.Please tell us the nature and terms of the notes receivables and your consideration of the
guidance in ASC 310-10-45-13 and ASC 850-10-50-2.
Note 14. Share-based Compensation
(f) Transfer of ordinary shares, page F-43
4.Please tell us why it was necessary and the GAAP guidance you relied upon to recognize
the incremental value of the consideration and fair value of the Class A ordinary shares
transferred between First Aqua Inc. and ACEE Capital Ltd in your financial statements.
Note 15. Ordinary shares, page F-43
5.We note your disclosure regarding the issuance of 80,000 ordinary shares to a non-
employee related to consulting services and the share-based compensation to non-
employee in the consolidated statements of shareholders' (deficit)/equity.  Please tell us
how the RMB433 of stock-based compensation is classified in the consolidated statements
of cash flows.
Note 19. Subsequent events
Acquisition of Longye International, page F-46
6.It appears that your investment in Longye International may be significant based on the
investment test in Rule 8-04(b)(1) of Regulation S-X.  Please tell us your consideration of
the guidance in Rules 8-04 and 8-05 of Regulation S-X.
            In closing, 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.
            You may contact Tony Watson at (202) 551-3318 or Bill Thompson at (202) 551-3344
with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
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November 16, 2018

Confidential

Ms. Melissa Walsh

Mr. Stephen Krikorian

Mr. Michael Foland

Ms. Barbara Jacobs

Division of Corporation Finance

Office of Information Technologies and Services

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C.  20549

 Re: TuanChe Limited (CIK No. 0001743340)

Registration Statement on Form F-1 (File
No. 333-227940)

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

On behalf of our client, TuanChe Limited,
a foreign private issuer organized under the laws of the Cayman Islands (the “Company”), we hereby submit to
the staff (the “Staff”) of the Securities and Exchange Commission this letter in connection with Company’s
registration statement on Form F-1 initially filed on October 23, 2018 (the “Registration Statement”). Concurrent
with the submission of this letter, the Company is filing its Amendment No.5 to the Registration Statement (“Amendment
No.5”) to reflect a decrease of the proposed maximum base offering size from 4,000,000 American depositary shares to
3,000,000 American depositary shares.

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

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

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

    Very truly
    yours,

    /s/ Dan Ouyang

    Dan Ouyang

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

November 16, 2018

Page 2

Enclosures

 cc: Wei Wen, Chief Executive Officer, TuanChe Limited

Zhihai Mao, Chief Financial Officer, TuanChe
Limited

Der Hua You, Partner, PricewaterhouseCoopers
Zhong Tian LLP

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

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

CORRESP
1
filename1.htm

TuanChe Limited

9F, Ruihai Building, No. 21 Yangfangdian
Road

Haidian District, Beijing 100038

The People’s Republic of
China

November 15, 2018

VIA EDGAR

Ms. Barbara Jacobs

Mr. Michael Foland

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

U.S.A.

    Re:
    TuanChe Limited (CIK No. 0001743340)

    Registration Statement on Form F-1 (Registration No.: 333-227940)

    Registration Statement on Form 8-A (Registration No.: 001-38737)

Ladies and Gentlemen:

Pursuant to Rule 461
of Regulation C (“Rule 461”) promulgated under the Securities Act of 1933, as amended, TuanChe Limited (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 November 19, 2018, or as soon thereafter as practicable.

The Company also requests
that the Registration Statement on Form 8-A under the Securities Exchange Act of 1934, as amended, covering the American depositary
shares representing ordinary shares of the Company, be declared effective concurrently with the F-1 Registration Statement (the
F-1 Registration Statement, together with the Registration Statement on Form 8-A, the “Registration Statements”).

If there is any change
in the acceleration requests set forth above, the Company will promptly notify you of the change, in which case the Company may
be making an oral request of acceleration of the effectiveness of the Registration Statements 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.

The Company understands
that Maxim Group LLC and AMTD Global Markets Limited on behalf of the prospective underwriters of the offering, have joined in
this request in a separate letter delivered to you today.

[Signature page follows]

    Very truly yours,

    TuanChe Limited

    By:
    /s/ Wei Wen

    Name:
    Wei Wen

    Title:
    Chairman and Chief Executive Officer

CORRESP
1
filename1.htm

Confidential

Ms. Melissa Walsh

Mr. Stephen Krikorian

Mr. Michael Foland

Ms. Barbara Jacobs

Division of Corporation Finance

Office of Information Technologies and Services

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C.  20549

    Re:
    TuanChe Limited (CIK No. 0001743340)

    Response to the Staff’s Comments on the Registration
    Statement on

    Amendment No. 3 to Registration Statement on Form
    F-1 Filed on November 9, 2018

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

On behalf of our client, TuanChe Limited,
a foreign private issuer organized under the laws of the Cayman Islands (the “Company”), we hereby submit to
the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) this
letter setting forth the Company’s response to the oral comment from the Staff on November 14, 2018 on amendment No.3 to
the registration statement on Form F-1 filed on November 9, 2018 (“Amendment No.3”). Concurrently with the submission
of this letter, the Company is submitting its amendment No.4 to its registration statement on Form F-1 (“Amendment No.4”)
together with certain exhibits via EDGAR with the Commission.

To facilitate your review, we have separately
delivered to you today five courtesy copies of Amendment No.4, marked to show changes to Amendment No.3, and two copies of the
submitted exhibits.

The Staff’s oral
comment is repeated below in bold and is followed by the Company’s response. We have included the page reference in
Amendment No.4 where the language addressing the comment appears. Capitalized terms used but not otherwise defined
herein have the meanings set forth in Amendment No. 4.

The Company has commenced road show
and contemplates to price the deal on or about November 19, 2018. As such, we would be grateful if the Staff could respond
promptly with additional comments, if any, on Amendment No.4 prior to the contemplated public offering.

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

      November 15, 2018

     Page 2

Underwriting, page 172

 1. We note that “[i]f certain potential purchasers introduced to the underwriters other
than by Maxim Group LLC fail to fund their allocated portion of the offering, then the amount of the total offering will be reduced
by the amount which they failed to fund.” Please reconcile this arrangement with the firm commitment offering structure disclosed
elsewhere in Amendment No.3.

In response to the Staff’s comment, the
Company has revised the underwriting arrangements and deleted this statement on page 172 of Amendment No. 4.

If you have any questions regarding the
Registration Statement, please contact the undersigned by telephone at 86-10-6529-8308 or via e-mail at douyang@wsgr.com.

Very truly yours,

/s/ Dan Ouyang

Dan Ouyang

Enclosures

    cc:
    Wei Wen, Chief Executive Officer, TuanChe Limited

    Zhihai Mao, Chief Financial Officer, TuanChe Limited

    Der Hua You, Partner, PricewaterhouseCoopers Zhong Tian LLP

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

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

CORRESP
1
filename1.htm

Maxim Group LLC

405 Lexington Avenue

New York, New York 10174

AMTD Global Markets Limited

23/F-25/F Nexxus Building

41 Connaught Road

Central, Hong Kong

November 15, 2018

VIA EDGAR

Ms. Melissa Walsh

Mr. Stephen Krikorian

Mr. Michael Foland

Ms. Barbara Jacobs

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

 Re: TuanChe Limited (CIK No. 0001743340)

Registration Statement on Form F-1 (File No.
333-227940)

Ladies and Gentlemen:

We hereby join TuanChe Limited (the “Company”) in
connection with its request for acceleration of the above-referenced Registration Statement, requesting effectiveness at 4:00 p.m.,
Eastern Time, on November 19, 2018, or as soon thereafter as practicable.

Pursuant to Rule 460 of the General Rules and Regulations promulgated
under the Securities Act of 1933, as amended, we wish to advise you that, through the date hereof, approximately 760 copies of
the Company’s preliminary prospectus dated November 7, 2018 were distributed to prospective underwriters, institutional investors,
dealers and others.

The undersigned advise that the underwriters have complied and
will continue to comply with Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

[Signature pages follow]

    Very truly yours,

    As a representative of the several underwriters

    Maxim Group LLC

    By:
    /s/ Clifford A. Teller

    Name:
    Clifford A. Teller

    Title:
    Executive Managing Director

[Signature Page to the Acceleration Request]

    Very truly yours,

    As a representative of the several underwriters

    AMTD Global Markets Limited

    By:
    /s/ Emily Shi

    Name:
    Emily Shi

    Title:
    Managing Director

[Signature Page to the Acceleration Request]

CORRESP
1
filename1.htm

Confidential

Ms. Melissa Walsh

Mr. Stephen Krikorian

Mr. Michael Foland

Ms. Barbara Jacobs

Division of Corporation Finance

Office of Information Technologies and Services

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C.  20549

 Re: TuanChe Limited (CIK No. 0001743340)

Response to the Staff’s Comments
on the Registration Statement on

Amendment No. 1 to Registration Statement on
Form F-1 Filed on November 5, 2018

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

On behalf of our client, TuanChe Limited,
a foreign private issuer organized under the laws of the Cayman Islands (the “Company”), we hereby submit to
the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) this
letter setting forth the Company’s responses to the comments contained in the Staff’s letter dated November 7, 2018
on the Amendment No. 1 to the registration statement on Form F-1 filed on November 5, 2018 (“Amendment No. 1”).
Concurrently with the submission of this letter, the Company is submitting its Amendment No. 3 to its registration statement on
Form F-1 (“Amendment No. 3”).

To facilitate your review, we have separately
delivered to you today five courtesy copies of the Registration Statement, marked to show changes to the Amendment No. 3, and two
copies of the submitted exhibits.

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.

The Company has commenced its road show
on November 8, 2018 and plans to price the deal on or about November 19, 2018. As such, we would be grateful if the Staff could
respond promptly with any additional comments on Amendment No. 3 prior to the contemplated public offering.

Prospectus Summary

Recent Development, page 4

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

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

November 9, 2018

Page 2

 1. Please revise to explain why only partial financial
information is provided for the three months ended September 30, 2018.

The
Company respectfully submits that it is not required to disclose the updated financial data for the three months ended September
30, 2018; however, the Company considers it beneficial to voluntarily disclose certain updated financial and operating data because
these data provide more timely information to aid potential investors in making informed investment decisions. The Company believes
that the selected financial and operating data as disclosed under the heading “Recent Development” in the Amendment
No. 3 fairly represents its results of operations and financial performance for the three months ended September 30, 2018. The
Company confirms that it has not published the financial information for the three months ended September 30, 2018 anywhere as
of the date of Amendment No.3 and does not expect to publish it as of the date of the final 424(b) prospectus.

In response to the Staff's comments, the Company has revised
its disclosure on page 4 of Amendment No.3

 2. We note that you have addressed certain key metrics
for the three months ended September 30, 2018. Please revise to also disclose the total number of industry customers served through
your auto shows and the number of cities in which you operated, as discussed for prior periods in the Specific Factors Affecting
Our Results of Operations section on page 64.

In response to the Staff’s comment, the
Company has revised its disclosure on pages 5 and 65 of Amendment No. 3.

 3. Please revise to reconcile the non-GAAP measures of
adjusted EBITDA and adjusted net loss to the most directly comparable financial measure or measures calculated and presented in
accordance with GAAP. Refer to Item 10(e)(1)(i)(B) of Regulation S-K.

In response to the Staff’s comment, the
Company has revised its disclosure on page 4 of Amendment No. 3.

 4. Please revise to quantify the impact of each of the
factors identified as contributing to the decrease in net revenue in three months ended September 30, 2018 compared to the three
months ended June 30, 2018.

In response to the Staff’s comment, the
Company has revised its disclosure on page 4 of Amendment No. 3.

 5. You indicate that 38 outdoor auto shows were cancelled
during the three months ended September 30, 2018 due to severe weather conditions. To provide context for the risk and uncertainties
related to weather conditions, please disclose the number of outdoor auto shows in each of the periods presented.

In response to the Staff’s comment, the
Company has revised its disclosure on page 15 of Amendment No. 3.

November 9, 2018

Page 3

Management’s Discussion and Analysis of
Financial Condition and Results of Operations

Specific Factors Affecting Our Results of Operations,
page 64

 6. Please ensure that the factors affecting your results
in the three months ended September 30, 2018 are addressed in your discussion of specific factors affecting your results of operations.
For example, address how weather conditions and the number of weekends during a period can affect the scale of your business and
operational efficiency. In addition, discuss the effect of your plans to mitigate weather contingencies by securing backup indoor
venues and setting up temporary facilities outdoors. In this regard, address the risk and uncertainties associated with these
contingency plans and the impact on costs and margins.

In response to the Staff’s comment, the
Company has revised its disclosure on pages 15, 16 and 66 of Amendment No. 3.

If you have any questions regarding the
Registration Statement, please contact the undersigned by telephone at 86-10-6529-8308 or via e-mail at douyang@wsgr.com.

    Very truly yours,

    /s/ Dan Ouyang

    Dan Ouyang

Enclosures

 cc: Wei Wen, Chief Executive Officer, TuanChe Limited

Zhihai Mao, Chief Financial Officer, TuanChe
Limited

Der Hua You, Partner, PricewaterhouseCoopers
Zhong Tian LLP

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

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

November 7, 2018
Zhihai Mao
Chief Financial Officer
TuanChe Limited
9F, Ruihai Building, No. 21 Yangfangdian Road
Haidian District
Beijing 100038, People's Republic of China
Re:TuanChe Limited
Amendment No. 1 to Registration Statement on Form F-1
Filed November 5, 2018
File No. 333-227940
Dear Mr. Mao:
            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.
Amendment No. 1 to Registration Statement on Form F-1 Filed November 5, 2018
Prospectus Summary
Recent Development, page 4
1.Please revise to explain why only partial financial information is provided for the three
months ended September 30, 2018.
2.We note that you have addressed certain key metrics for the three months ended
September 30, 2018.  Please revise to also disclose the total number of industry customers
served through your auto shows and the number of cities in which you operated, as
discussed for prior periods in the Specific Factors Affecting Our Results of Operations

 FirstName LastNameZhihai Mao
 Comapany NameTuanChe Limited
 November 7, 2018 Page 2
 FirstName LastName
Zhihai Mao
TuanChe Limited
November 7, 2018
Page 2
section on page 64.
3.Please revise to reconcile the non-GAAP measures of adjusted EBITDA and adjusted net
loss to the most directly comparable financial measure or measures calculated and
presented in accordance with GAAP.  Refer to Item 10(e)(1)(i)(B) of Regulation S-K.
4.Please revise to quantify the impact of each of the factors identified as contributing to the
decrease in net revenue in three months ended September 30, 2018 compared to the three
months ended June 30, 2018.
5.You indicate that 38 outdoor auto shows were cancelled during the three months ended
September 30, 2018 due to severe weather conditions.  To provide context for the risk and
uncertainties related to weather conditions, please disclose the number of outdoor auto
shows in each of the periods presented.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Specific Factors Affecting Our Results of Operations, page 64
6.Please ensure that the factors affecting your results in the three months ended September
30, 2018 are addressed in your discussion of specific factors affecting your results of
operations.  For example, address how weather conditions and the number of weekends
during a period can affect the scale of your business and operational efficiency.  In
addition, discuss the effect of your plans to mitigate weather contingencies by securing
backup indoor venues and setting up temporary facilities outdoors.  In this regard, address
the risk and uncertainties associated with these contingency plans and the impact on costs
and margins.
            You may contact Melissa Walsh, Staff Accountant, at (202) 551-3224 or Stephen
Krikorian, Accounting Branch Chief, at (202) 551-3488 if you have questions regarding
comments on the financial statements and related matters.  Please contact Michael
Foland, Attorney-Advisor, at (202) 551-6711 or Barbara Jacobs, Assistant Director, at (202) 551-
3735 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Information Technologies
and Services

CORRESP
1
filename1.htm

Confidential

Ms. Melissa Walsh

Mr. Stephen Krikorian

Mr. Michael Foland

Ms. Barbara Jacobs

Division of Corporation Finance

Office of Information Technologies and Services

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C.  20549

 Re: TuanChe Limited (CIK No. 0001743340)

Registration Statement on Form F-1 (File
No. 333-227940)

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

On behalf of our client, TuanChe Limited,
a foreign private issuer organized under the laws of the Cayman Islands (the “Company”), we hereby submit to
the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) this
letter in connection with the Company’s registration statement on Form F-1 initially filed on October 23, 2018 (the “Registration
Statement”). Concurrent with the submission of this letter, the Company is filing its Amendment No. 2 to the Registration
Statement (the “Amended Registration Statement”).

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

The Company currently contemplates to commence
the road show on or about November 8, 2018 and price the deal on or about November 19, 2018. As such, we would be grateful if the
Staff could respond promptly with additional comments, if any, on the Amended Registration Statement prior to the contemplated
public offering.

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

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

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

November 7, 2018

Page 2

    Very truly
    yours,

    /s/ Dan Ouyang

    Dan Ouyang

Enclosures

 cc: Wei Wen, Chief Executive Officer, TuanChe Limited

Zhihai Mao, Chief Financial Officer, TuanChe
Limited

Der Hua You, Partner, PricewaterhouseCoopers
Zhong Tian LLP

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

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

CORRESP
1
filename1.htm

Confidential

Ms. Melissa Walsh

Mr. Stephen Krikorian

Mr. Michael Foland

Ms. Barbara Jacobs

Division of Corporation Finance

Office of Information Technologies and Services

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C.  20549

 Re: TuanChe Limited (CIK No. 0001743340)

Registration Statement on Form F-1 (File
No. 333-227940)

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

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

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

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

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

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

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

November 5, 2018

Page 2

    Very truly yours,

/s/ Dan Ouyang

Dan Ouyang

Enclosures

 cc: Wei Wen, Chief Executive Officer, TuanChe Limited

Zhihai Mao, Chief Financial Officer, TuanChe
Limited

Der Hua You, Partner, PricewaterhouseCoopers
Zhong Tian LLP

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

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

CORRESP
1
filename1.htm

Confidential

Ms. Melissa Walsh

Mr. Stephen Krikorian

Mr. Michael Foland

Ms. Barbara Jacobs

Division of Corporation Finance

Office of Information Technologies and Services

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C.  20549

 Re: TuanChe Limited (CIK No. 0001743340)

Response to the Staff’s Comments
on the Draft Registration Statement on

Form F-1 Confidentially Submitted
on September 19, 2018

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

On behalf of our client, TuanChe Limited,
a foreign private issuer organized under the laws of the Cayman Islands (the “Company”), we hereby submit to
the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) this
letter setting forth the Company’s responses to the comments contained in the Staff’s letter dated October 4, 2018
on the Company’s draft registration statement on Form F-1 confidentially submitted on September 19, 2018 (the “Draft
Registration Statement”). Concurrently with the submission of this letter, the Company is submitting its registration
statement on Form F-1 (the “Registration Statement”) and certain exhibits via EDGAR to the Commission.

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

The Staff’s comments are repeated
below in bold and are followed by the Company’s responses. We have included page references in the Registration Statement
where the language addressing a particular comment appears. Capitalized terms used but not otherwise defined herein have the meanings
set forth in the Registration Statement.

The Company currently contemplates to launch
the offering, subject to market conditions, in November 2018. As such, we would be grateful if the Staff could respond promptly
with additional comments, if any, on the Registration Statement prior to the contemplated public offering.

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

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

October 23, 2018

Page 2

Management’s Discussion and Analysis of Financial Condition
and Results of Operations Liquidity and Capital Resources, page 84

 1. We note your revised disclosure of the amount of cash
held in offshore accounts and in China in response to prior comment 1. Please ensure that the updated amounts as of June 30, 2018
reconcile to the amount of cash and cash equivalents on the balance sheet.

In response to the Staff’s comments, the
Company has revised the disclosure on pages  90 and 91 of the Registration Statement.

Contractual Obligations, page 87

 2. We note the significant contractual obligation under
operating lease agreements related to your auto show venues, which appears to represent a significant increase to your historical
venue rental costs. Please revise your discussion in the applicable sections of Management’s Discussion and Analysis of
Financial Condition and Results of Operations to address the reasonably expected impact from these commitments on your liquidity,
capital resources and results of operations. Refer to Item 5.D of Part I of Form 20-F.

The Company noted a typographical error in the
amount of contractual obligation related to its auto show venues. Accordingly, in response to the Staff’s comments, the Company
has revised the disclosure on pages 94 and F-96 of the Registration Statement. The Company respectfully submits that
it believes that the revised amount of contractual obligations related to its auto show venues no longer represents a significant
increase to its historical venue rental costs, and therefore, does not impose a material impact on its liquidity, capital resources
and results of operations.

Unaudited Interim Condensed Consolidated Statements
of Cash Flows, page F-58

 3. Please ensure that your supplemental schedule of noncash
investing and financing activities is materially complete. That is, disclose the conversion of the August 2017 Loan plus its accrued
interests into Series C-4 preferred shares in June 2018. Refer to ASC 230-10-50-3 and 50-4.

In response to the Staff’s comments, the
Company has revised the disclosure on page F-58 of the Registration Statement.

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

    Very truly yours,

    /s/ Dan Ouyang

    Dan Ouyang

October 23, 2018

Page 3

Enclosures

 cc: Wei Wen, Chief Executive Officer, TuanChe Limited

Zhihai Mao, Chief Financial Officer, TuanChe
Limited

Der Hua You, Partner, PricewaterhouseCoopers
Zhong Tian LLP

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

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

October 4, 2018
Zhihai Mao
Chief Financial Officer
TuanChe Limited
9F, Ruihai Building, No. 21 Yangfangdian Road
Haidian District
Beijing 100038, People's Republic of China
Re:TuanChe Limited
Amendment No. 1 to Draft Registration Statement on Form F-1
Submitted September 19, 2018
CIK No. 0001743340
Dear Mr. Mao:
            We have reviewed your draft 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 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.  Unless we note otherwise, our references to prior comments are to comments in our
August 27, 2018 letter.
Amendment No. 1 to Draft Registration Statement on Form F-1 Submitted September 19, 2018
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources, page 84
1.We note your revised disclosure of the amount of cash held in offshore accounts and in
China in response to prior comment 1.  Please ensure that the updated amounts as of June
30, 2018 reconcile to the amount of cash and cash equivalents on the balance sheet.

 FirstName LastNameZhihai Mao
 Comapany NameTuanChe Limited
 October 4, 2018 Page 2
 FirstName LastName
Zhihai Mao
TuanChe Limited
October 4, 2018
Page 2
Contractual Obligations, page 87
2.We note the significant contractual obligation under operating lease agreements related to
your auto show venues, which appears to represent a significant increase to your historical
venue rental costs.  Please revise your discussion in the applicable sections of
Management’s Discussion and Analysis of Financial Condition and Results of Operations
to address the reasonably expected impact from these commitments on your liquidity,
capital resources and results of operations.  Refer to Item 5.D of Part I of Form 20-F.
Unaudited Interim Condensed Consolidated Statements of Cash Flows, page F-58
3.Please ensure that your supplemental schedule of noncash investing and financing
activities is materially complete.  That is, disclose the conversion of the August 2017
Loan plus its accrued interests into Series C-4 preferred shares in June 2018.  Refer to
ASC 230-10-50-3 and 50-4.
            You may contact Melissa Walsh, Staff Accountant, at (202) 551-3224 or Stephen
Krikorian, Accounting Branch Chief, at (202) 551-3488 if you have questions regarding
comments on the financial statements and related matters.  Please contact Michael
Foland, Attorney-Advisor, at (202) 551-6711 or Barbara Jacobs, Assistant Director, at (202) 551-
3735 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Information Technologies
and Services

August 27, 2018
Zhihai Mao
Chief Financial Officer
TuanChe Limited
9F, Ruihai Building, No. 21 Yangfangdian Road
Haidian District
Beijing 100038, People's Republic of China
Re:TuanChe Limited
Draft Registration Statement on Form F-1
Filed July 31, 2018
File No. 377-02195
Dear Mr. Mao:
            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-1 Filed July 31, 2018
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources, page 76
1.Please reconcile the disclosure indicating that your cash and cash equivalents were
substantially all held in China and predominantly denominated in Renminbi as of
December 31, 2017 with the related disclosures on page F-20.
Business, page 88

 FirstName LastNameZhihai Mao
 Comapany NameTuanChe Limited
 August 27, 2018 Page 2
 FirstName LastNameZhihai Mao
TuanChe Limited
August 27, 2018
Page 2
2.You define “MAU” or “monthly active users” as the number of active users of your online
platform during each month, which include your website tuanche.com and your mobile
applications.  While we note limited references to MAU in your submission, we would
like to better understand your reference to MAU in connection with your online channels
to attract automobile consumers to participate in your auto shows. Specifically, you state
that in March 2018 your MAU reached 16.9 million. Please help us to understand your
reference to MAU in this context since users may access your website or access your
WeChat account to provide certain limited information but there is no assurance that users
will attend any of your offline events.  Define the nature of the activity that counts a user
as being “active.”  That is, clarify whether these user are recurring.  Indicate why a user
would remain active on a monthly basis and whether there is a requirement to access your
platforms on a monthly basis. Explain why MAU is a depiction of your consumer base.
Notes to the Consolidated Financial Statements
Note 2. Significant Accounting Policies
cc) Recently issued accounting pronouncements, page F-26
3.You indicate that ASU No. 2016-09 is effective for annual periods beginning after
December 15, 2016, so this amendment should already be reflected in your financial
statements.  In addition, the description of the amendment does not appear to be consistent
with the guidance in ASU No. 2016-09.  Please revise accordingly.
Note 20. Subsequent events, page F-44
4.Please disclose the financial effects, including the related compensation expense and
vesting terms, of the restricted share units granted in 2018.  Refer to ASC 855-10-50-2.
General
5.We note TuanChe Limited commissioned an industry report prepared by iResearch, an
independent research firm, to provide information regarding the industry and your market
position in China.  Please supplementally provide us with a copy of the commissioned
iResearch report for our review.
6.Please supplementally provide us with copies of any graphical materials or artwork you
intend to use in your prospectus.  Upon review of such materials, we may have further
comments.  For guidance, refer to Question 101.02 of our Securities Act Forms
Compliance and Disclosure Interpretations.
7.Please supplementally provide us with copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
present to potential investors in reliance on Section 5(d) of the Securities Act, whether or
not they retain copies of the communications.
            You may contact Melissa Walsh, Staff Accountant, at (202) 551-3224 or Stephen

 FirstName LastNameZhihai Mao
 Comapany NameTuanChe Limited
 August 27, 2018 Page 3
 FirstName LastName
Zhihai Mao
TuanChe Limited
August 27, 2018
Page 3
Krikorian,  Accounting Branch Chief, at (202) 551-3488 if you have questions regarding
comments on the financial statements and related matters.  Please contact Michael Foland,
Attorney-Advisor, at (202) 551-6711 or Barbara Jacobs, Assistant Director, at (202) 551-3735
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Information Technologies
and Services