424B5 1 tm2230821d1424b5.htm 424B5 Filed Pursuant to Rule 424(b)(5)Registration No. 333-264942 Prospectus Supplement(To Prospectus dated August 25, 2022) 3,654,546 American Depositary Shares Representing 58,472,736 Class A Ordinary SharesPre-Funded Warrants to Purchase up to 1,800,000 American Depositary SharesWarrants to Purchase up to 5,454,546 American Depositary SharesUp to 7,254,546 American Depositary Shares (representing up to 116,072,736 Class A Ordinary Shares underlying the Warrants and Pre-Funded Warrants) TuanChe Limited We are offering (1) 3,654,546 American depositary shares (the “ADSs”), (2) certain pre-funded warrants to purchase 1,800,000 ADSs (the “Pre-Funded Warrants”) in lieu of the ADSs being offered, and (3) certain warrants to purchase up to 5,454,546 ADSs (the “Warrants”), to certain institutional investors pursuant to a securities purchase agreement dated November 21, 2022 (the “offering”). The Warrants are offered together with the ADSs or the Pre-Funded Warrants. The combined purchase price of each ADS and the accompanying Warrants is US$2.75. The combined purchase price of each Pre-Funded Warrant and the accompanying Warrants is US$2.749, which is equal to the offering price of the ADSs and accompanying Warrants minus US$0.001. This prospectus supplement also relates to the offer and sale of up to 7,254,546 ADSs that are issuable, following issuance and delivery of the underlying Class A ordinary shares, upon exercise of the Pre-Funded Warrants and the Warrants. Each ADS represents sixteen (16) Class A ordinary shares, par value US$0.0001 per share. Each Warrant is exercisable for one ADS at an exercise price of US$2.75 per ADS. The Warrants will be immediately exercisable and will expire on the fifth anniversary of the original issuance date. Each Pre-Funded Warrant is exercisable for one ADS at an exercise price of US$0.001. We are offering the Pre-Funded Warrants to certain purchasers whose purchase of the ADSs in this offering would otherwise result in such purchase, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the purchase, 9.99%) of our outstanding ordinary shares immediately following the consummation of this offering. The Pre-Funded Warrants are exercisable immediately and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full. On November 22, 2022, certain investor partially exercised the Pre-Funded Warrants to purchase 800,000 ADSs at an exercise price of US$0.001 per ADS (the “Partial Exercise”). The ADSs are listed on the Nasdaq Capital Market under the symbol “TC.” The last reported sale price of the ADSs on November 22, 2022 was US$1.20 per ADS. There is no established public trading market for the Warrants or the Pre-Funded Warrants, and we do not expect a market to develop. We do not intend to apply for listing of the Warrants or the Pre-Funded Warrants on any securities exchange or other nationally recognized trading system. Without an active trading market, the liquidity of the Warrants and Pre-Funded Warrants will be limited. We have retained Aegis Capital Corp. (the “Placement Agent”) to act as our placement agent in connection with this offering. The Placement Agent is not purchasing or selling any of the securities offered pursuant to this prospectus supplement and the accompanying prospectus and the Placement Agent is not required to arrange the purchase or sale of any specific number of securities or dollar amount. We will pay the Placement Agent a cash fee of 8.0% of the gross proceeds raised in the offering. See “Plan of Distribution” beginning on page S-84 of this prospectus supplement for more information regarding these arrangements. The aggregate market value of our outstanding Class A ordinary shares held by non-affiliates, or public float calculated pursuant to General Instruction I.B.5 of Form F-3, was approximately US$103.7 million, which was based on 164,496,607 Class A ordinary shares held by non-affiliates and the per ADS price of US$10.09, which was the closing price of our ADSs on November 10, 2022. As a result, we believe we may sell the securities covered hereby without regard to the value limitation under General Instruction I.B.5 of Form F-3. Our ordinary shares consist of Class A ordinary shares and Class B ordinary shares. Each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to fifteen (15) votes on all matters subject to vote at general meetings of our company. Each Class B ordinary share is convertible into one Class A ordinary share at any time at the option of the holder thereof, while Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. Upon any sale, transfer, assignment or disposition of Class B ordinary shares by a holder to any person or entity which is not an affiliate of such holder, or upon a change of ultimate beneficial ownersh