United States securities and exchange commission logo
August 28, 2023
Lei Zhang
Chief Executive Officer
Cheche Group Inc.
8/F, Desheng Hopson Fortune Plaza
13-1 Deshengmenwai Avenue
Xicheng District, Beijing 100088, China
Re: Cheche Group Inc.
Amendment No. 3 to
Registration Statement on Form F-4
Filed August 25,
2023
File No. 333-273400
Dear Lei Zhang:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by providing the requested
information. If you do not believe
our comments apply to your facts and circumstances or do not believe an
amendment is
appropriate, please tell us why in your response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our
August 24, 2023 letter.
Amendment No. 3 to Form F-4 filed August 25, 2023
General
1. You are requesting
effectiveness of your F-4 registration statement before completing the
CSRC process. Please
confirm in writing that you will notify us promptly of any changes
to your disclosure
regarding or requested by the CSRC.
Lei Zhang
FirstName LastNameLei Zhang
Cheche Group Inc.
Comapany
August 28, NameCheche
2023 Group Inc.
August
Page 2 28, 2023 Page 2
FirstName LastName
You may contact Ben Phippen at 202-551-3697 or John Spitz at
202-551-3484 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Madeleine Mateo at 202-551-3465 or Christian Windsor, Legal Branch
Chief, at 202-
551-3419 with any other questions.
Sincerely,
Division of
Corporation Finance
Office of Finance
cc: Dan Espinoza, Esq.