车车科技美股招股说明书(2023-08-31版)

PROXY STATEMENTFOR EXTRAORDINARY GENERAL MEETING OFPRIME IMPACT ACQUISITION I(A CAYMAN ISLANDS EXEMPTED COMPANY)PROSPECTUS FOR65,535,067 CLASS A ORDINARY SHARES,18,596,504 CLASS B ORDINARY SHARES,AND13,663,365 WARRANTSAND13,663,365 CLASS A ORDINARY SHARESISSUABLE UPON EXCHANGE OF WARRANTSOFCHECHE GROUP INC.(AFTER THE MERGERS DESCRIBED HEREIN) The board of directors of Prime Impact Acquisition I, a Cayman Islands exempted company (“Prime Impact”), has unanimously approved the BusinessCombination Agreement, dated as of January 29, 2023 (the “Business Combination Agreement”), by and among Prime Impact, Cheche Technology Inc.,a Cayman Islands exempted company (“CCT”), Cheche Group Inc., a Cayman Islands exempted company and wholly owned direct subsidiary of PrimeImpact Cayman LLC (“HoldCo”) and Cheche Merger Sub Inc., a Cayman Islands exempted company and a direct wholly owned subsidiary of HoldCo(“Merger Sub”), a copy of which is attached to this proxy statement/prospectus asAnnex A. Pursuant to the Business Combination Agreement, the business combination will be effected in two steps. Subject to the approval and adoption of theBusiness Combination Agreement by the shareholders of Prime Impact, on the date of the consummation of the Business Combination (the “ClosingDate”): (1) Prime Impact will merge with and into HoldCo (the “Initial Merger”), with HoldCo surviving the Initial Merger as a publicly traded entity(the time at which the Initial Merger becomes effective is sometimes referred to herein as the “Initial Merger Effective Time”); and (2) immediatelyfollowing the Initial Merger, Merger Sub will merge with and into CCT (the “Acquisition Merger” and, together with the Initial Merger, the “Mergers,”and together with all other transactions contemplated by the Business Combination Agreement, the “Business Combination”), with CCT surviving theAcquisition Merger as a wholly owned subsidiary of HoldCo (CCT, in its capacity as the surviving corporation of the Acquisition Merger, is sometimesreferred to herein as the “Surviving Subsidiary Company”). At the Initial Merger Effective Time, pursuant to the Initial Merger: (1) each ordinary share of HoldCo, par value $0.00001 per share, issued andoutstanding immediately prior to the Initial Merger Effective Time will be redeemed for par value; (2) each then issued and outstanding Class A OrdinaryShare of Prime Impact, par value $0.0001 per share (“Prime Impact Class A Ordinary Share”) and Class B Ordinary Share of Prime Impact, par value$0.0001 per share (“Prime Impact Class B Ordinary Share”), will be canceled and convert automatically, on a one-for-one basis, into one Class Aordinary share of HoldCo, par value $0.00001 per share (“Class A Ordinary Shares”); (3) each then issued, outstanding and unexercised whole warrantexercisable for one Prime Impact Class A Ordinary Share (including public warrants sold as part of the units in Prime Impact’s initial public offering, andwarrants sold to the Sponsor, collectively, the “Prime Impact Warrants”) will be assumed and converted automatically into one whole warrant exercisablefor one Class A Ordinary Share (each resulting warrant, an “Assumed Public Warrant”); and (4) each then issued and outstanding Prime Impact Class AOrdinary Share and Prime Impact Class B Ordinary Share and held by shareholders of Prime Impact who have demanded properly in writing dissenters’rights for such Prime Impact Class A Ordinary Shares or Prime Impact Class B Ordinary Shares, as applicable, shall be canceled and cease to exist inconsideration for the right to receive payment of such Prime Impact Class A Ordinary Shares or Prime Impact Class B Ordinary Shares as provided in theBusiness Combination Agreement. On the Closing Date and immediately prior to the effective time of the Acquisition Merger (the “Acquisition Merger Effective Time”), each CCTPreferred Share (as defined herein) that is issued and outstanding immediately prior to the Acquisition Merger Effective Time will convert automaticallyinto a number of ordinary shares, par value $0.00001 per share, of CCT at the then-effective conversion rate in accordance with CCT’s sixth amendedand restated articles of association (the “Conversion”). At the Acquisition Merger Effective Time, pursuant to the Acquisition Merger: (1) each ordinary share of CCT, par value $0.00001 per share (“CCTOrdinary Shares”), including CCT Ordinary Shares resulting from the Conversion, that is (i) then issued and outstanding and (ii) held in CCT’s treasury,will be canceled and converted into the right to receive a number of Class A Ordinary Shares based on the Per Share Merger Consideration (as definedherein); (2) each then issued and outstanding CCT Ordinary Share held by Mr. Lei Zhang and Mutong Holding Limited (“CCT Founder Shares”) will becanceled and converted into the right to receive a number of Class B ordinary shares of HoldCo, par value $0.00001 per share (“Class B OrdinaryShares”), based on the Per