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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.
 Chenxi Yu
FirstName  LastNameChenxi Yu
TuanChe Ltd
Comapany
June 7, 2022NameTuanChe Ltd
June 7,
Page 2 2022 Page 2
FirstName LastName
                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.
 Chenxi Yu
FirstName  LastNameChenxi Yu
TuanChe Ltd
Comapany
June 7, 2022NameTuanChe Ltd
June 7,
Page 3 2022 Page 3
FirstName LastName
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
 Chenxi Yu
FirstName  LastNameChenxi Yu
TuanChe Ltd
Comapany
June 7, 2022NameTuanChe Ltd
June 7,
Page 4 2022 Page 4
FirstName LastName
         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
 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,
FirstName LastNameChenxi Yu
                                                             Division of
Corporation Finance
Comapany NameTuanChe Ltd
                                                             Office of Trade &
Services
June 7, 2022 Page 5
cc:       Dan Ouyang
FirstName LastName
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