424B4 1 tv507481-424b4.htm FINAL PROSPECTUS TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(4) Registration No. 333-2279402,600,000 American depositary sharesTuanChe Limited Representing 10,400,000 Class A ordinary shares TuanChe Limited is offering 2,600,000 American depositary shares, or ADSs, each representing four of our Class A ordinary shares, par value US$0.0001 per share. This is our initial public offering and no public market currently exists for the ADS or shares. The initial public offering price per ADS is US$7.80.We have been approved to list the ADSs on the Nasdaq Capital Market under the symbol “TC.”We are an “emerging growth company” under applicable U.S. federal securities laws and are eligible for reduced public company reporting requirements. We are a “controlled company” under the Nasdaq Stock Market Rules, and may be exempt from certain corporate governance requirements, though we do not intend to rely on such exemptions. See “Risk Factors—Risks Related to the ADSs and this Offering—As a ‘controlled company’ under the Nasdaq Stock Market Rules, we may be exempt from certain corporate governance requirements that could adversely affect our public shareholders.” Honour Depot Limited and K2 Partners II L.P., each an existing shareholder, have been allocated 641,000 ADSs and 128,200 ADSs, respectively, in this offering at the initial public offering price and on the same terms as the other ADSs being offered. The underwriters will receive the same underwriting discounts and commissions on any ADSs purchased by these investors as they will on any other ADSs sold to the public in this offering.Investing in the ADSs involves risks. See “Risk Factors” beginning on page 13.PRICE US$7.80 PER ADS Price to publicUnderwriting discounts and commissions(1)Proceeds before expenses to us Per ADSUS$7.80US$0.546US$7.254TotalUS$20,280,000US$1,419,600US$18,860,400(1)For a description of compensation payable to the underwriters, see “Underwriting.”We have granted the underwriters the right to purchase up to 390,000 additional ADSs to cover over-allotments within 30 days after the date of this prospectus from us at the initial public offering price less the underwriting discounts and commissions. Immediately prior to the completion of this offering, our outstanding share capital will consist of Class A ordinary shares and Class B ordinary shares. Holders of Class A ordinary shares and Class B ordinary shares have the same rights except for voting and conversion rights. Each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to fifteen votes and is convertible into one Class A ordinary share. Immediately after the completion of this offering, Mr. Wei Wen, our co-founder, chairman of the board and chief executive officer, will beneficially own all of our issued and outstanding Class B ordinary shares. Class B ordinary shares beneficially owned by Mr. Wei Wen immediately after the completion of this offering will constitute approximately 17.5% of our total issued and outstanding share capital and 76.1% of the aggregate voting power of our total issued and outstanding share capital, taking into account the special conversion adjustments for Series D preferred shares based on the initial public offering price of US$7.80 per ADS assuming the underwriters do not exercise their over-allotment option to purchase additional ADSs. Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities, or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The underwriters expect to deliver the ADSs to purchasers on November 23, 2018. Maxim Group LLCAMTD TigerProspectus dated November 19, 2018. TABLE OF CONTENTS TABLE OF CONTENTS TABLE OF CONTENTS TABLE OF CONTENTSTABLE OF CONTENTS Page Prospectus Summary 1Risk Factors 13Special Note Regarding Forward-Looking Statements 49Use of Proceeds 51Dividend Policy 52Dilution 53Capitalization 55Exchange Rate Information 56Corporate History and Structure 57Selected Consolidated Financial Data 61Management’s Discussion and Analysis of Financial Condition and Results of Operations 63Industry Overview 97Business 104Page Regulation 118Management 130Principal Shareholders137Related Party Transactions 141Shares Eligible for Future Sales 142Description of Share Capital 144Description of American Depositary Shares157Taxation 165Underwriting 171Expenses Related to this Offering183Legal Matters 184Experts 185Enforceability of Civil Liabilities 186Where You Can Find More Information 188Index to Consolidated Financial F-1 StatementsYou should rely only on the information contained in this prospectus or in any related free-writing prospectus. We have not authorized anyone to provide you with information differ