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 atdouyang@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