Core Insights - Token Cat Limited filed its annual report on Form 20-F for the fiscal year ended December 31, 2024, with the SEC on March 28, 2025 [1][2]. Company Overview - Token Cat Limited, founded in 2010 and formerly known as TuanChe Limited, is a leading automotive marketplace platform in China [3]. - The company connects automotive consumers with manufacturers, dealers, and service providers, integrating digital platforms with offline sales events [3]. - Token Cat offers comprehensive automotive marketing and transaction services, transforming individual car purchases into large-scale group buying experiences through an interactive many-to-many model [3]. - The company leverages proprietary data analytics and an advanced digital marketing system to enhance the efficiency and effectiveness of advertising placements for industry customers [3]. - Token Cat is currently exploring opportunities to enter the cryptocurrency sector [3].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F (Mark One) ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 19 ...

Company Overview - TuanChe Limited, founded in 2010, is a leading automotive marketplace platform in China, connecting automotive consumers with manufacturers, dealers, and service providers [2] - The company integrates digital platforms with offline sales events to offer comprehensive automotive marketing and transaction services [2] - TuanChe transforms individual car purchases into large-scale group buying experiences through an interactive many-to-many model [2] Recent Developments - Effective on or around February 28, 2025, TuanChe Limited will change its name to "Token Cat Limited" while its ADSs will continue trading on the Nasdaq Capital Market under the symbol "TC" [1] - The CUSIP number will remain unchanged following the name change [1] Strategic Initiatives - TuanChe is exploring ways to enter the cryptocurrency sector, indicating a potential shift in business strategy [2] - The company leverages proprietary data analytics and advanced digital marketing systems to enhance the efficiency and effectiveness of advertising placements for industry customers [2]

Core Viewpoint - TuanChe Limited plans to adopt DeepSeek's R1 model to enhance its intelligent service system, aiming to improve smart marketing and user interaction in the automotive marketplace [1][5]. Group 1: Technological Integration - The DeepSeek R1 model features advanced reasoning capabilities through a multi-stage loop training approach, excelling in mathematical operations, code analysis, and natural language reasoning tasks [2]. - TuanChe's selection of the DeepSeek R1 model highlights its robust reasoning abilities and self-learning characteristics, which will optimize user data analysis and intelligent recommendation systems [3]. Group 2: Service Enhancement - By incorporating the DeepSeek R1 model, TuanChe aims to leverage deep learning algorithms to analyze user behavior and market data, enabling more personalized service recommendations [4]. - The open-source nature of the R1 model allows TuanChe flexibility for secondary development and tailored applications, addressing diverse customer needs and business requirements [4]. Group 3: Strategic Implications - The adoption of DeepSeek R1 represents a significant milestone in TuanChe's digital and intelligent strategic upgrade, expected to drive the digital transformation of the automotive marketplace [5]. - This strategic decision is anticipated to inject new momentum into TuanChe's growth and facilitate the application of intelligent technologies within the automotive industry [5]. Group 4: Company Overview - TuanChe Limited, founded in 2010, is a leading automotive marketplace platform in China, connecting consumers with manufacturers, dealers, and service providers [6]. - The company integrates digital platforms with offline sales events to offer comprehensive automotive marketing and transaction services, transforming individual car purchases into large-scale group buying experiences [6].

Core Insights - TuanChe Limited plans to adopt DeepSeek's R1 model to enhance its holographic AI applications, aiming to improve technological capabilities in digital content generation and interaction [1][6] Group 1: Technological Advancements - The DeepSeek R1 model enhances deep reasoning abilities through a multi-stage loop training approach, excelling in mathematics, coding, and natural language reasoning [2] - DeepSeek R1's reinforcement learning allows for autonomous learning of complex reasoning strategies, reducing the need for large labeled datasets [2][3] - TuanChe aims to optimize holographic image creation processes by leveraging R1's robust inference algorithms, enabling precise capture and reconstruction of 3D objects [4] Group 2: Strategic Integration - The integration of DeepSeek R1 is a pivotal step in TuanChe's technological development, with plans for continued investment in AI and holographic technologies [6] - TuanChe intends to utilize R1's open-source nature for secondary development and customization to meet diverse customer needs [5] Group 3: Future Outlook - As TuanChe advances its integration of DeepSeek R1, it is expected to unveil more realistic and intelligent holographic digital content in the near future [7]

Core Points - TuanChe Limited has received notification letters from Nasdaq regarding non-compliance with annual meeting and minimum stockholders' equity requirements [1][2][3] - The company reported a stockholder's deficit of ($787,000) as of June 30, 2024, failing to meet the minimum requirement of $2,500,000 in stockholders' equity [3] - TuanChe plans to submit a compliance plan within 45 days and seeks an exemption from the annual meeting requirement [4][5] Company Overview - TuanChe Limited, founded in 2010, is a leading automotive marketplace platform in China, connecting consumers with manufacturers, dealers, and service providers [6] - The company integrates digital platforms with offline sales events to offer comprehensive automotive marketing and transaction services [6] - TuanChe is exploring entry into the cryptocurrency sector [6]

Group 1 - TuanChe Limited has entered into an advisory agreement with Waterside Inc. to explore opportunities in cryptocurrency mining equipment and resources [1][2] - The price of Bitcoin has surged past $90,000, indicating the high-return potential of the cryptocurrency mining industry [2] - This initiative marks TuanChe's first step towards diversifying its business portfolio into the digital currency sector [3] Group 2 - Waterside will provide consulting support on product design, specifications, electricity pricing, and hosting service rates for TuanChe [2] - TuanChe plans to keep its shareholders updated on the progress of this new initiative [4] - Founded in 2010, TuanChe is a leading automotive marketplace platform in China, connecting consumers with manufacturers, dealers, and service providers [5]

Core Viewpoint - TuanChe Limited has entered into a definitive agreement for the purchase and sale of 761,719 American Depositary Shares (ADSs) with a single institutional investor, alongside a concurrent private placement of unregistered warrants to purchase the same number of ADSs at an effective offering price of $1.449 per ADS [1]. Group 1: Transaction Details - The transaction involves the issuance of 761,719 ADSs and warrants, with the combined effective offering price set at $1.449 per ADS [1]. - The private placement warrants will be immediately exercisable, expiring five years from issuance, with an exercise price of $1.449 per share [1]. - The transaction is expected to close on or about October 28, 2024, pending customary closing conditions [1]. Group 2: Regulatory Information - Maxim Group LLC is acting as the exclusive Placement Agent for this offering [2]. - The registered direct offering is made under an effective shelf registration statement previously filed with the SEC, and the offering will be conducted via a prospectus supplement [2]. - The warrants and ADSs are offered in a private placement under Section 4(a)(2) of the Securities Act of 1933 and have not been registered under the Act or applicable state securities laws [2]. Group 3: Company Overview - TuanChe Limited, founded in 2010, is a leading integrated automotive marketplace in China, connecting automotive consumers with industry players such as automakers and dealers [4]. - The company provides automotive marketing and transaction-related services by integrating online platforms with offline sales events, facilitating large-scale collective purchase activities [4]. - TuanChe leverages proprietary data analytics and advanced digital marketing systems to enhance the efficiency and effectiveness of advertising placements for its industry customers [4].

Core Viewpoint - TuanChe Limited reported significant declines in net revenues and gross profit for the first half of 2024, attributed to intensified competition and a challenging macroeconomic environment, while also highlighting improvements in operational efficiency and cost management [3][4]. Financial Performance - Net revenues decreased by 64.9% to RMB32.3 million (US$4.4 million) from RMB92.2 million in the same period of the prior year [4]. - Gross profit fell by 61.7% to RMB22.4 million (US$3.1 million) compared to RMB58.4 million in the same period of the prior year, with a gross margin of 69.2% [6]. - Adjusted net loss attributable to shareholders decreased by 25.9% to RMB27.2 million (US$3.7 million) from RMB36.7 million in the same period of the prior year [10]. Revenue Breakdown - Revenues from offline marketing services decreased by 71.2% to RMB19.9 million (US$2.7 million) due to reduced customer marketing budgets [5]. - Revenues from online marketing services decreased by 70.7% to RMB2.6 million (US$0.4 million), primarily due to fewer live streaming events [5]. - Revenues from other services decreased by 12.7% to RMB9.6 million (US$1.3 million) [5]. Operating Expenses - Total operating expenses decreased by 38.5% to RMB69.8 million (US$9.6 million) from RMB113.6 million in the same period of the prior year [7]. - Selling and marketing expenses decreased by 54.7% to RMB36.5 million (US$5.0 million) [8]. - General and administrative expenses increased by 2.6% to RMB24.3 million (US$3.3 million) [8]. Loss from Operations - Loss from operations decreased by 14.0% to RMB47.5 million (US$6.5 million) from RMB55.2 million in the same period of the prior year [9]. Cash Flow and Balance Sheet - As of June 30, 2024, the company had RMB5.0 million (US$0.7 million) in cash and cash equivalents and RMB4.3 million (US$0.6 million) in restricted cash [11]. - Net cash used in operating activities was RMB11.1 million (US$1.5 million), a significant reduction from RMB52.4 million in the same period of the prior year [11].

Financing and Capital - The company raised approximately US$146.8 million in equity financing since its incorporation in 2012[335]. - In November 2018, the company completed an initial public offering of 2,600,000 ADSs, raising approximately US$15.0 million in net proceeds[342]. - The company raised approximately US$50 million from the issuance of 20,630,925 Series D-2 preferred shares in September 2018[341]. - The company has raised US$13.6 million through a registered direct offering completed on November 25, 2022[343]. Business Strategy and Operations - The company announced plans to expand into the NEV industry in January 2021 and has formed strategic collaborations with YangMing, S-TECH, and IAT for research and development[356]. - The company ceased its referral service for commercial banks in 2022, indicating a strategic shift in its business model[353]. - The company has developed a business model integrating online platforms and offline events to enhance consumer acquisition and data analytics capabilities[354]. - The company has shifted its revenue generation strategy, moving from primarily offline events to a more integrated online and offline approach[492]. Market Performance and Customer Engagement - In 2023, the company facilitated 299 auto shows, resulting in 61,020 automobile sales transactions with a total GMV of approximately RMB9.7 billion (US$1.4 billion)[357]. - The average monthly unique visits to the company's online platform decreased from 3.1 million in 2021 to 1.2 million in 2023[361]. - The company attracted approximately 3.1 million consumers to offline events in 2023, a decrease from 4.0 million in 2022[363]. - The company served over 3,440 industry customers in China as of December 31, 2023, facilitating the sale of 82,364 automobiles with a GMV of approximately RMB13.5 billion (US$1.9 billion)[367]. Revenue and Financial Performance - The company's net revenues were RMB162.4 million (US$22.9 million) in 2023, a decrease from RMB183.2 million in 2022 and RMB357.6 million in 2021[493]. - The net loss for the company in 2023 was RMB83.0 million (US$11.7 million), an improvement compared to RMB166.5 million in 2022[493]. - The adjusted EBITDA for 2023 was RMB(92.5) million (US$(13.0) million), reflecting a decline from RMB(73.4) million in 2022[493]. - The total number of automobile sales transactions facilitated by the company increased to 61,020 in 2023, up from 22,176 in 2022, but down from 104,689 in 2021[496]. Marketing and Sales Activities - The company organized 750 special promotion events in 2023, a significant increase from 90 events in 2022[381]. - The company's offline marketing services revenue primarily comes from auto shows, which generated RMB 111.35 million (68.6% of total net revenues) in 2023[513]. - Online marketing services generated net revenues of RMB23.4 million (US$3.3 million) in 2023, making up 14.4% of total net revenues[517]. - Referral service revenues for the commercial bank dropped to RMB2.6 million (US$0.4 million) in 2023, constituting 1.6% of total net revenues, after ceasing operations in April 2022[516]. Regulatory Compliance and Legal Environment - The company must comply with the Administrative Measures for Automobile Sales, which require auto dealers to submit basic information and sales data to the National Automobile Circulation Information Administration System[410]. - The Internet Advertising Measures, effective May 1, 2023, mandate that internet advertisements must be identifiable and marked as advertisements[412]. - The PRC Data Security Law, effective September 2021, introduces a security review procedure for data activities that may affect national security[418]. - The company is subject to strict regulations regarding the collection and use of personal information, requiring user consent and protection measures[415]. Human Resources and Organizational Structure - The company has a total of 324 full-time employees, with 252 in sales and marketing, 44 in general and administrative, and 28 in research and development as of December 31, 2023[398]. - The company’s sales and marketing team consists of 252 personnel, responsible for organizing and supervising auto shows and marketing activities[386]. Technology and Innovation - The company has utilized big-data technologies to analyze user interests and adjust sales and marketing plans accordingly[365]. - The company utilizes big-data analytics technology to provide precise and targeted industry analysis and projections, helping industry customers understand local market trends[387].