车车科技美股招股说明书(2024-05-17版)

UP TO 13,663,325 CLASS A ORDINARY SHARES ISSUABLE UPON THE EXERCISE OFWARRANTS UP TO 59,328,073 CLASS A ORDINARY SHARES AND 2,860,561 WARRANTS TO PURCHASECLASS A ORDINARY SHARES OFFERED BY SELLING SECURITYHOLDERS OF CHECHE GROUP INC. This prospectus relates to the issuance by Cheche Group Inc. (“we,” “us,” or the “Company”) ofup to 13,663,325 Class A ordinary shares, par value $0.00001 per share, of the Company (the “Class AOrdinary Shares”), including (1) 10,802,764 Class A Ordinary Shares issuable upon the exercise ofwarrants to purchase Class A Ordinary Shares at an exercise price of $11.50, which were issued onSeptember 14, 2023 (the “Closing Date”) in exchange for the public warrants of Prime Impact Acquisition I(“Prime Impact”) that were issued in the initial public offering of Prime Impact (the “Public Warrants”) aspart of the units (each consisting of one Class A ordinary share of Prime Impact and one-third of oneredeemable warrant) at an offering price of US$10.0 per unit; and (2) 2,860,561 Class A Ordinary Sharesissuable upon the exercise of warrants to purchase Class A Ordinary Shares at an exercise price of $11.50per share, which were issued to Prime Impact Cayman LLC (the “Sponsor”) on the Closing Date (the“Sponsor Warrants”) in exchange for the private placement warrants purchased by the Sponsor for a totalconsideration of $8.6 million (representing a purchase price of US$3.0 per Sponsor Warrant, after takingaccount of the forfeiture of 2,860,561 Sponsor Warrants in connection with the Business Combination (asdefined below)) in a private placement concurrent with the initial public offering of Prime Impact. ThePublic Warrants and the Sponsor Warrants are collectively referred herein as the “Warrants”. This prospectus also relates to the potential offer and sale from time to time by the sellingsecurityholders named in this prospectus or their pledgees, donees, transferees, assignees or othersuccessors in interest (that receive any of the securities as a gift, distribution, or other non-sale relatedtransfer) (collectively, the “Selling Securityholders”) of up to (A) 59,328,073 Class A Ordinary Shares,which include (1) an aggregate of 49,692,232 Class A Ordinary Shares beneficially owned by certainformer shareholders of Cheche Technology Inc. (“CCT”), which, without accounting for any share transferbetween the then shareholders of CCT, were acquired by Tank Stone Ltd. at a price of approximatelyRMB0.0419 per share, CISG Holdings Ltd. at a price of approximately $6.4886 per share, CICW HoldingsLimited at a price of approximately RMB1.3263 per share, Dongprosper Holdings Limited at a price ofapproximately RMB0.0347 per share, Ruiyuan Technology Holdings Limited at a price of approximatelyRMB6.7111 per share, Beijing Zhongyuan Ronghui Investment Center, LLP and Ningbo Shiwei EnterpriseManagement Partnership (L.P.) at a price of approximately RMB5.4054 per share (in Series A investment)and RMB21.1516 per share (at Series B investment), respectively, Lian Jia Enterprises Limited andEAGLE ROVER LTD. at a price of approximately RMB21.1516, respectively, United Gemini HoldingsLimited at a price of approximately RMB46.7232 per share, entities affiliated with Yong He and entitiesaffiliated with Tencent Holding Limited at a price of approximately $7.1608 per share, respectively; (2)4,975,280 Class A Ordinary Shares issued to the Sponsor and certain former directors of Prime Impact (the“Sponsor Shares”) on the Closing Date, of which (i) 4,341,052 Sponsor Shares were exchanged from4,341,052 Class B ordinary shares of Prime Impact purchased by the Sponsor at a price of approximately$0.003 per share, and (ii) 634,228 Sponsor Shares were acquired by the Sponsor at a price of $10.00 pershare; (3) 2,860,561 Class A Ordinary Shares issuable upon the exercise of the Sponsor Warrants; (4)1,800,000 Class A Ordinary Shares issued to certain investors pursuant to certain private placementtransactions on the September 11, 2023 (the “PIPE Shares”), at a price of $10.00 per share; and (B)2,860,561 Sponsor Warrants. We are registering these securities to satisfy certain registration rights we have granted to permit the Selling Securityholders to sell securities from time to time, in amounts, at pricesand on terms determined at the time of offering. The securities registered herein are identified in this prospectus as the Registered Securities. Weare registering the offer and sale of the Registered Securities, in part, to satisfy certain registration rights wehave granted. The Selling Securityholders may offer all or part of the Registered Securities for resale fromtime to time through public or private transactions, at either prevailing market prices or at privatelynegotiated prices. The Registered Securities are being registered to permit the Selling Securityholders tosell securities from time to time, in amounts, at prices and on terms determined at the time of offering. TheSelling Securityholders may sell the Regi