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].

Core Viewpoint - TuanChe Limited has regained compliance with Nasdaq's Minimum Bid Price Requirement after its American depositary shares (ADSs) closed at or above $1.00 for ten consecutive business days [1][2]. 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 [3]. - The company offers automotive marketing and transaction-related services by integrating online platforms with offline sales events, facilitating large-scale collective purchase activities [3]. - TuanChe leverages proprietary data analytics and advanced digital marketing systems to enhance the efficiency and effectiveness of advertising placements for its industry customers [3].

BEIJING, Jan. 23, 2024 /PRNewswire/ — TuanChe Limited ("TuanChe" or the "Company") (NASDAQ: TC), a leading integrated automotive marketplace in China, today announced that it plans to change the ratio of its American Depositary Shares ("ADSs") to Class A ordinary shares (the "ADS Ratio") from the current ADS Ratio of one (1) ADS to sixteen (16) Class A ordinary shares to a new ADS Ratio of one (1) ADS to two hundred and forty (240) Class A ordinary shares. TuanChe's ADSs will continue to be traded on the Na ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of January 2024 Commission File Number 001-38737 TuanChe Limited (Exact name of registrant as specified in its charter) 9F, Ruihai Building, No. 21 Yangfangdian Road Haidian District Beijing 100038, People's Republic of China (86-10) 6399-8902 (Address of principal executive office) Indicate by check mark w ...

PART I [Item 3. Key Information](index=6&type=section&id=Item%203.%20KEY%20INFORMATION) The company's holding structure relies on Chinese VIEs, presenting significant regulatory and operational risks - TuanChe Limited is a Cayman Islands holding company with no material operations, conducting its business primarily through subsidiaries and **Variable Interest Entities (VIEs)** in China, a structure subject to PRC laws restricting foreign investment[8](index=8&type=chunk)[13](index=13&type=chunk) **Revenue Contribution by Entity Type (in thousands RMB)** | Entity Type | 2020 | 2021 | 2022 | | :--- | :--- | :--- | :--- | | The VIEs | 104,819 (31.7%) | 93,975 (26.3%) | 95,382 (52.1%) | | Our subsidiaries | 225,409 (68.3%) | 263,577 (73.7%) | 87,806 (47.9%) | | **Total revenues** | **330,228** | **357,552** | **183,188** | **Total Assets by Entity Type (as of Dec 31, in thousands RMB)** | Entity Type | 2020 | 2021 | 2022 | | :--- | :--- | :--- | :--- | | The VIEs | 122,876 (25.9%) | 132,602 (37.6%) | 181,215 (77.0%) | | Our subsidiaries | 351,531 (74.1%) | 220,473 (62.4%) | 54,054 (23.0%) | | **Total assets** | **474,407** | **353,075** | **235,269** | - The company faces significant risks from its reliance on China's automotive industry, the impact of COVID-19, a limited track record in the **New Energy Vehicle (NEV) industry**, and intense competition[31](index=31&type=chunk) - The company's **VIE structure is a major risk**, as PRC authorities could find contractual arrangements non-compliant, leading to severe penalties or loss of control[31](index=31&type=chunk)[153](index=153&type=chunk)[162](index=162&type=chunk) - The company is subject to risks from the PRC legal system, including potential government intervention, cybersecurity oversight, and the **Holding Foreign Companies Accountable Act (HFCA Act)**, which could lead to delisting[9](index=9&type=chunk)[11](index=11&type=chunk)[206](index=206&type=chunk) - On February 17, 2023, the company received a Nasdaq notice for failing to meet the **minimum bid price of US$1.00 per ADS**, facing potential delisting if compliance is not regained by August 16, 2023[297](index=297&type=chunk) [Item 4. Information on the Company](index=67&type=section&id=Item%204.%20INFORMATION%20ON%20THE%20COMPANY) The company operates an omni-channel automotive marketplace and is expanding into the NEV industry - The company operates an omni-channel automotive marketplace, integrating its online platform with offline events like auto shows to facilitate vehicle sales[388](index=388&type=chunk)[392](index=392&type=chunk) - In January 2022, the company announced a strategic expansion into the **electric vehicle (EV) manufacturing business**[383](index=383&type=chunk) **Key Operational Metrics (Auto Shows)** | Metric | 2020 | 2021 | 2022 | | :--- | :--- | :--- | :--- | | Number of Auto Shows | 449 | 450 | 150 | | Cities Covered | 172 | 142 | 76 | | Automobile Sales Facilitated | 140,264 | 104,689 | 22,176 | | Gross Merchandise Value (GMV) | N/A | ~RMB 14.6B | ~RMB 3.4B | - The company's business is conducted through a **VIE structure** due to PRC legal restrictions on foreign ownership in value-added telecommunications services[369](index=369&type=chunk)[380](index=380&type=chunk)[535](index=535&type=chunk) - The company faces a complex regulatory environment in China covering telecommunications, foreign investment, data security, and automobile sales, posing significant compliance risks[441](index=441&type=chunk)[443](index=443&type=chunk)[463](index=463&type=chunk) [Item 5. Operating and Financial Review and Prospects](index=100&type=section&id=Item%205.%20OPERATING%20AND%20FINANCIAL%20REVIEW%20AND%20PROSPECTS) Financial performance shows declining revenue, recurring net losses, and substantial doubt about its going concern status **Consolidated Financial Summary (in thousands RMB)** | Metric | 2020 | 2021 | 2022 | | :--- | :--- | :--- | :--- | | **Net Revenues** | **330,228** | **357,552** | **183,188** | | Gross Profit | 241,427 | 272,262 | 121,001 | | Loss from Operations | (171,325) | (110,847) | (110,945) | | **Net Loss** | **(163,478)** | **(101,945)** | **(158,140)** | | Adjusted EBITDA | (141,097) | (82,864) | (65,070) | | Adjusted Net Loss | (145,797) | (89,907) | (69,481) | - Net revenues **decreased by 48.8% in 2022**, primarily due to a 77.8% drop in auto show revenue caused by COVID-19 restrictions that reduced the number of events[598](index=598&type=chunk)[599](index=599&type=chunk) - The company has incurred recurring operating losses and negative cash flows, with **net cash used in operations of RMB 109.7 million in 2022**, raising substantial doubt about its ability to continue as a going concern[635](index=635&type=chunk)[904](index=904&type=chunk) - In 2022, the company recognized significant impairment charges, including **RMB 69.9 million for goodwill** and **RMB 19.7 million for long-lived assets**[613](index=613&type=chunk)[614](index=614&type=chunk)[681](index=681&type=chunk) **Cash Flow Summary (in thousands RMB)** | Cash Flow Activity | 2020 | 2021 | 2022 | | :--- | :--- | :--- | :--- | | Net cash used in operating activities | (88,854) | (92,255) | (109,679) | | Net cash generated from/(used in) investing activities | 37,698 | 47,865 | (212) | | Net cash (used in)/ generated from financing activities | (63) | 7,000 | 91,241 | [Item 6. Directors, Senior Management and Employees](index=122&type=section&id=Item%206.%20DIRECTORS%2C%20SENIOR%20MANAGEMENT%20AND%20EMPLOYEES) This chapter details the company's leadership, compensation, board practices, and declining employee headcount - Co-founder Wei Wen serves as Chairman, Chief Executive Officer, and, since February 2023, as acting Chief Financial Officer[692](index=692&type=chunk) - The aggregate cash compensation for directors and executive officers in 2022 was approximately **RMB 2.1 million (US$0.3 million)**[700](index=700&type=chunk) - On March 13, 2023, the company adopted a new 2023 Share Incentive Plan, reserving **169,172,564 Class A ordinary shares** for future issuance[709](index=709&type=chunk) **Employee Headcount by Function (as of Dec 31)** | Functional Area | 2020 | 2021 | 2022 | | :--- | :--- | :--- | :--- | | Sales and marketing | 610 | 488 | 329 | | General and administrative | 91 | 73 | 58 | | Research and development | 68 | 60 | 44 | | **Total** | **769** | **621** | **431** | - As of March 20, 2023, Chairman and CEO Wei Wen beneficially owns **15.2% of total ordinary shares** but controls **71.4% of the aggregate voting power** due to the dual-class share structure[302](index=302&type=chunk)[742](index=742&type=chunk)[748](index=748&type=chunk) [Item 7. Major Shareholders and Related Party Transactions](index=132&type=section&id=Item%207.%20MAJOR%20SHAREHOLDERS%20AND%20RELATED%20PARTY%20TRANSACTIONS) Key related party transactions are centered on the VIE structure and dealings with the company's CEO - The company's core operations rely on contractual arrangements with its VIEs and their shareholders, which constitute the most significant related party transactions[759](index=759&type=chunk) - In 2022, the company provided **RMB 13.6 million** to CEO Wei Wen for business development, which was subsequently repaid in the same year[762](index=762&type=chunk) - The company incurred outsourcing expenses of **RMB 1.5 million** in 2022 with Shanghai Three Drivers Culture Media Co, an affiliated entity[761](index=761&type=chunk) [Item 8. Financial Information](index=134&type=section&id=Item%208.%20FINANCIAL%20INFORMATION) The company has not paid dividends and intends to retain future earnings for business growth - The company has not declared or paid any dividends and has no current plans to do so, intending to retain earnings for business growth[766](index=766&type=chunk) - As a holding company, its ability to pay dividends depends on receiving them from its PRC subsidiaries, which is subject to PRC regulations that may restrict such payments[768](index=768&type=chunk) [Item 10. Additional Information](index=135&type=section&id=Item%2010.%20ADDITIONAL%20INFORMATION) This chapter covers material contracts, exchange controls, and taxation policies in various jurisdictions - In November 2022, the company entered into a securities purchase agreement for a registered direct offering of ADSs, Pre-Funded Warrants, and Warrants[774](index=774&type=chunk) - The company is not subject to income or capital gains tax in its jurisdiction of incorporation, the Cayman Islands[777](index=777&type=chunk) - The company's PRC subsidiaries are subject to a standard **25% Enterprise Income Tax**, though key entities qualify for a reduced **15% rate** as High and New Technology Enterprises[594](index=594&type=chunk)[1007](index=1007&type=chunk) - The company does not believe it was a **Passive Foreign Investment Company (PFIC)** for U.S. federal income tax purposes for fiscal year 2022, but this status is determined annually[325](index=325&type=chunk)[786](index=786&type=chunk) [Item 11. Quantitative and Qualitative Disclosures About Market Risk](index=144&type=section&id=Item%2011.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) The company's primary market risk exposures are credit risk from receivables and foreign exchange risk - The company's primary market risks are credit risk and foreign exchange risk[823](index=823&type=chunk)[824](index=824&type=chunk) - Credit risk is concentrated in cash and accounts receivable, with **three customers each exceeding 10%** of the total accounts receivable balance as of December 31, 2022[823](index=823&type=chunk) - Foreign exchange risk is limited operationally as most transactions are in RMB, but the value of the USD-traded ADSs is affected by RMB/USD exchange rate fluctuations[824](index=824&type=chunk) PART II [Item 15. Controls and Procedures](index=147&type=section&id=Item%2015.%20CONTROLS%20AND%20PROCEDURES) Management concluded internal controls were ineffective due to a material weakness in financial reporting personnel - Management concluded that the company's internal control over financial reporting was **ineffective** as of December 31, 2022[837](index=837&type=chunk) - A material weakness was identified relating to a **lack of sufficient financial reporting and accounting personnel** with expertise in U.S. GAAP, which has not yet been fully remediated[838](index=838&type=chunk)[841](index=841&type=chunk) - Remediation plans include hiring additional qualified staff, but implementation has been delayed, and an auditor attestation report is not required as an emerging growth company[839](index=839&type=chunk)[842](index=842&type=chunk) [Item 16. Corporate Governance and Accountant Information](index=148&type=section&id=Item%2016.%20Corporate%20Governance%20and%20Accountant%20Information) This chapter details corporate governance, accountant fees, and a change in the independent auditor in 2021 - On September 13, 2021, the company dismissed PricewaterhouseCoopers Zhong Tian LLP and engaged **Marcum Asia CPAs LLP** as its new independent auditor[848](index=848&type=chunk) **Principal Accountant Fees (in thousands RMB)** | Year | Audit Fees | | :--- | :--- | | 2020 | 4,500 | | 2021 | 5,796 | | 2022 | 3,509 | - As a foreign private issuer, the company follows certain home country (Cayman Islands) corporate governance practices, which differ from Nasdaq standards[853](index=853&type=chunk) - The board has determined that independent director Ms. Wendy Hayes qualifies as an "audit committee financial expert"[844](index=844&type=chunk) PART III [Item 18. Financial Statements](index=150&type=section&id=Item%2018.%20FINANCIAL%20STATEMENTS) The audited financial statements include a going concern warning from the independent auditor - The independent auditor's report includes an explanatory paragraph highlighting **substantial doubt about the company's ability to continue as a going concern** due to recurring losses and negative cash flows[867](index=867&type=chunk) **Consolidated Balance Sheet Highlights (in thousands RMB)** | Metric | Dec 31, 2021 | Dec 31, 2022 | | :--- | :--- | :--- | | Cash and cash equivalents | 63,461 | 69,895 | | Total Assets | 353,075 | 235,269 | | Total Liabilities | 159,765 | 134,135 | | Total Shareholders' Equity | 193,310 | 101,134 | | Accumulated Deficit | (983,645) | (1,141,785) | - In November 2022, the company completed a registered direct offering that raised net proceeds of approximately **$13.7 million**[1037](index=1037&type=chunk)[1039](index=1039&type=chunk) - The company's PRC subsidiaries and VIEs are restricted in their ability to transfer a portion of their net assets to the parent company due to PRC regulations[1053](index=1053&type=chunk)