TuanChe (TC) Prices 761.72K Share Offering at $1.45/sh

TuanChe Limited (NASDAQ: TC) today announced that it has entered into a definitive agreement with a single institutional investor for the purchase and sale of 761,719 of the Company's American Depositary Shares ("ADSs") (or pre-funded warrants to purchase ADSs ("ADS Equivalents") in lieu thereof). In a concurrent private placement, the Company agreed to issue and sell unregistered warrants to purchase up to an aggregate of 761,719 ADSs. The combined effective offering price for each ADS (or ADS Equivalent) and accompanying warrant is $1.449 per ADS. The private placement warrants will be immediately exercisable, will expire five years from the date of issuance and will have an exercise price of $1.449 per share. The transaction is expected to close on or about October 28, 2024, subject to the satisfaction of customary closing conditions.

Maxim Group LLC is acting as the exclusive Placement Agent.

The registered direct offering is being made pursuant to an effective shelf registration statement on Form F-3 (No. 333-264942) previously filed with the U.S. Securities and Exchange Commission (the "SEC") and declared effective by the SEC on September 8, 2022. The offering of ADSs (or ADS Equivalents) will be made only by means of a prospectus supplement that forms a part of such registration statement. The warrants to be issued in the concurrent private placement and the ADSs issuable upon exercise of such warrants were offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”), and Regulation D promulgated thereunder and have not been registered under the Act or applicable state securities laws.

This press release does not constitute an offer to sell or the solicitation of an offer to buy, nor will there be any sales of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. A prospectus supplement relating to the ADSs and ADS Equivalents offered in the registered direct offering will be filed by the Company with the SEC. When available, copies of the prospectus supplement relating to the registered direct offering, together with the accompanying prospectus, can be obtained at the SEC's website at www.sec.gov or from Maxim Group LLC, 300 Park Avenue, New York, NY 10022, Attention: Syndicate Department, or via email at [email protected] or telephone at (212) 895-3500.

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