0001104659-24-004251.txt : 20240117 0001104659-24-004251.hdr.sgml : 20240117 20240117061923 ACCESSION NUMBER: 0001104659-24-004251 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20240117 DATE AS OF CHANGE: 20240117 GROUP MEMBERS: K2 EVERGREEN PARTNERS L.P. GROUP MEMBERS: K2 FAMILY PARTNERS LTD GROUP MEMBERS: K2 PARTNERS II L.P. GROUP MEMBERS: K2 PARTNERS III LTD GROUP MEMBERS: RUI ZHANG SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TuanChe Ltd CENTRAL INDEX KEY: 0001743340 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] ORGANIZATION NAME: 07 Trade & Services IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-90786 FILM NUMBER: 24536665 BUSINESS ADDRESS: STREET 1: 9F, RUIHAI BUILDING STREET 2: NO. 21 YANGFANGDIAN ROAD CITY: BEIJING STATE: F4 ZIP: 100038 BUSINESS PHONE: 00861063998902 MAIL ADDRESS: STREET 1: 9F, RUIHAI BUILDING STREET 2: NO. 21 YANGFANGDIAN ROAD CITY: BEIJING STATE: F4 ZIP: 100038 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KPartners Ltd CENTRAL INDEX KEY: 0001727042 ORGANIZATION NAME: IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: ROOM C, 20/F, LUCKY PLAZA STREET 2: 315-321 LOCKHART ROAD, WAN CHAI CITY: HONG KONG STATE: K3 ZIP: 000000 BUSINESS PHONE: 85239023783 MAIL ADDRESS: STREET 1: ROOM C, 20/F, LUCKY PLAZA STREET 2: 315-321 LOCKHART ROAD, WAN CHAI CITY: HONG KONG STATE: K3 ZIP: 000000 SC 13G/A 1 tm243334d1_sc13ga.htm SC 13G/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

SCHEDULE 13G

(Rule 13d-102)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO § 240.13d-2

 

 

 

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

TUANCHE LIMITED

(Name of Issuer)

 

 

 

Class A ordinary shares, $0.0001 par value per share

(Title of Class of Securities)

 

89856T203**

(CUSIP Number)

 

 

 

December 31, 2023

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

¨ Rule 13d-1(b)
¨ Rule 13d-1(c)
x Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
**CUSIP number 89856T203 has been assigned to the American Depositary Shares (“ADSs”) of the Issuer, which are quoted on the Nasdaq Capital Market under the symbol “TC.” Each ADS represents 16 Class A ordinary shares of the Issuer. No CUSIP number has been assigned to ordinary shares of the Issuer.

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

CUSIP No. 89856T203**13GPage 2 of 12 Pages  

 

1 Names of Reporting Persons
Rui Zhang
 
2 Check the Appropriate Box if a Member of a Group
  (a) o
  (b) o
 
3 SEC Use Only
 
4 Citizenship or Place of Organization
The Republic of Singapore

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:		 5 Sole Voting Power
17,384,727 Class A ordinary shares(1) 
 
6 Shared Voting Power
0
 
7 Sole Dispositive Power
17,384,727 Class A ordinary shares(1) 
 
8 Shared Dispositive Power
0

 

9 Aggregate Amount Beneficially Owned by Each Reporting Person
17,384,727 Class A ordinary shares(1) 
   
10 Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o
   
11 Percent of Class Represented by Amount in Row (9)
4.5% (2) 
   
12 Type of Reporting Person
IN

 

  (1) Represents (i) 6,971,174 Class A ordinary shares directly held by K2 Evergreen Partners L.P., a Cayman Islands exempted limited partnership, (ii) 10 Class A ordinary shares directly held by K2 Partners II L.P., a Cayman Islands exempted limited partnership, (iii) 3,076,757 Class A ordinary shares directly held by K2 Partners III Limited, a Hong Kong limited company, (iv) 1,025,586 Class A ordinary shares directly held by K2 Family Partners Limited, a Hong Kong limited company, (v) 126,496 Class A ordinary shares held in the form of ADS by K2 Partners II GP, L.P., a Cayman Islands exempted limited partnership, and (vi) 6,184,704 Class A ordinary shares held in the form of ADS by Evergreen Holdings II Limited, a British Virgin Islands company. K2 Evergreen Partners LLC acts as the general partner of K2 Evergreen Partners L.P., K2 Partners II GP, LLC is the general partner of K2 Partners II GP, L.P., which is the general partner of K2 Partners II L.P. K2 Partners III GP, L.P. acts as the general partner of K2 Partners III L.P., which is the sole shareholder of K2 Partners III Limited. K2 Family Partners GP, L.P. acts as the general partner of K2 Family Partners L.P., which is the sole shareholder of K2 Family Partners Limited. K2 Evergreen Partners LLC, K2 Partners II GP, LLC, K2 Partners III GP, L.P. and K2 Family Partners GP, L.P. are all controlled by KPartners Limited, a Cayman Islands limited company. Rui Zhang is the controlling shareholder of KPartners Limited. Evergreen Holdings II Limited is indirectly controlled by Rui Zhang.
  (2) The percentage is based upon 386,395,529 ordinary shares of the Issuer outstanding as reported in the Issuer’s interim results for the six months ended June 30, 2023, furnished to the United States Securities and Exchange Commission on Form 6-K on September 28, 2023.

 

 

CUSIP No. 89856T203**13GPage 3 of 12 Pages  

 

1 Names of Reporting Persons
KPartners Limited
 
2 Check the Appropriate Box if a Member of a Group
  (a) o
  (b) o
 
3 SEC Use Only
 
4 Citizenship or Place of Organization
Cayman Islands

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:		 5 Sole Voting Power
11,200,023 Class A ordinary shares(3) 
 
6 Shared Voting Power
0
 
7 Sole Dispositive Power
11,200,023 Class A ordinary shares(3) 
 
8 Shared Dispositive Power
0

 

9 Aggregate Amount Beneficially Owned by Each Reporting Person
11,200,023 Class A ordinary shares(3) 
   
10 Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o
   
11 Percent of Class Represented by Amount in Row (9)
2.9% (4) 
   
12 Type of Reporting Person
CO

 

  (3) Represents (i) 6,971,174 Class A ordinary shares directly held by K2 Evergreen Partners L.P., a Cayman Islands exempted limited partnership, (ii) 10 Class A ordinary shares directly held by K2 Partners II L.P., a Cayman Islands exempted limited partnership, (iii) 3,076,757 Class A ordinary shares directly held by K2 Partners III Limited, a Hong Kong limited company, (iv) 1,025,586 Class A ordinary shares directly held by K2 Family Partners Limited, a Hong Kong limited company, and (v) 126,496 Class A ordinary shares held in the form of ADS by K2 Partners II GP, L.P., a Cayman Islands exempted limited partnership. K2 Evergreen Partners LLC acts as the general partner of K2 Evergreen Partners L.P., K2 Partners II GP, LLC is the general partner of K2 Partners II GP, L.P., which is the general partner of K2 Partners II L.P. K2 Partners III GP, L.P. acts as the general partner of K2 Partners III L.P., which is the sole shareholder of K2 Partners III Limited. K2 Family Partners GP, L.P. acts as the general partner of K2 Family Partners L.P., which is the sole shareholder of K2 Family Partners Limited. K2 Evergreen Partners LLC, K2 Partners II GP, LLC, K2 Partners III GP, L.P. and K2 Family Partners GP, L.P. are all controlled by KPartners Limited, a Cayman Islands limited company.
  (4) The percentage is based upon 386,395,529 ordinary shares of the Issuer outstanding as reported in the Issuer’s interim results for the six months ended June 30, 2023, furnished to the United States Securities and Exchange Commission on Form 6-K on September 28, 2023.

 

 

CUSIP No. 89856T203**13GPage 4 of 12 Pages  

 

1 Names of Reporting Persons
K2 Partners II L.P.
 
2 Check the Appropriate Box if a Member of a Group
  (a) o
  (b) o
 
3 SEC Use Only
 
4 Citizenship or Place of Organization
Cayman Islands

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:		 5 Sole Voting Power
10 Class A ordinary shares
 
6 Shared Voting Power
0
 
7 Sole Dispositive Power
10 Class A ordinary shares
 
8 Shared Dispositive Power
0

 
9 Aggregate Amount Beneficially Owned by Each Reporting Person
10 Class A ordinary shares
 
10 Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o
 
11 Percent of Class Represented by Amount in Row (9)
0.0% (5) 
 
12 Type of Reporting Person
PN

 

  (5) The percentage is based upon 386,395,529 ordinary shares of the Issuer outstanding as reported in the Issuer’s interim results for the six months ended June 30, 2023, furnished to the United States Securities and Exchange Commission on Form 6-K on September 28, 2023.

 

 

CUSIP No. 89856T203**13GPage 5 of 12 Pages  

 

1 Names of Reporting Persons
K2 Evergreen Partners L.P.
 
2 Check the Appropriate Box if a Member of a Group
  (a) o
  (b) o  
3 SEC Use Only
 
4 Citizenship or Place of Organization
Cayman Islands

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:		 5 Sole Voting Power
6,971,174 Class A ordinary shares
 
6 Shared Voting Power
0
 
7 Sole Dispositive Power
6,971,174 Class A ordinary shares
 
8 Shared Dispositive Power
0

 

9 Aggregate Amount Beneficially Owned by Each Reporting Person
6,971,174 Class A ordinary shares
 
10 Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o
 
11 Percent of Class Represented by Amount in Row (9)
1.8% (6) 
 
12 Type of Reporting Person
PN

 

(6) The percentage is based upon 386,395,529 ordinary shares of the Issuer outstanding as reported in the Issuer’s interim results for the six months ended June 30, 2023, furnished to the United States Securities and Exchange Commission on Form 6-K on September 28, 2023.

 

 

CUSIP No. 89856T203**13GPage 6 of 12 Pages  

 

1 Names of Reporting Persons
K2 Partners III Limited
 
2 Check the Appropriate Box if a Member of a Group
  (a) o
  (b) o  
 
3 SEC Use Only
 
4 Citizenship or Place of Organization
Hong Kong

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:		 5 Sole Voting Power
3,076,757 Class A ordinary shares
 
6 Shared Voting Power
0
 
7 Sole Dispositive Power
3,076,757 Class A ordinary shares
 
8 Shared Dispositive Power
0

 

9 Aggregate Amount Beneficially Owned by Each Reporting Person
3,076,757 Class A ordinary shares
 
10 Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o
 
11 Percent of Class Represented by Amount in Row (9)
0.8% (7) 
 
12 Type of Reporting Person
CO

 

  (7) The percentage is based upon 386,395,529 ordinary shares of the Issuer outstanding as reported in the Issuer’s interim results for the six months ended June 30, 2023, furnished to the United States Securities and Exchange Commission on Form 6-K on September 28, 2023.

 

 

CUSIP No. 89856T203**13GPage 7 of 12 Pages  

 

1 Names of Reporting Persons
K2 Family Partners Limited
 
2 Check the Appropriate Box if a Member of a Group
  (a) o
  (b) o  
 
3 SEC Use Only
 
4 Citizenship or Place of Organization
Hong Kong

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:		 5 Sole Voting Power
1,025,586 Class A ordinary shares
 
6 Shared Voting Power
0 Shares
 
7 Sole Dispositive Power
1,025,586 Class A ordinary shares
 
8 Shared Dispositive Power
0 Shares

 

9 Aggregate Amount Beneficially Owned by Each Reporting Person
1,025,586 Class A ordinary shares
 
10 Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o
 
11 Percent of Class Represented by Amount in Row (9)
0.3%(8) 
 
12 Type of Reporting Person
CO

 

(8) The percentage is based upon 386,395,529 ordinary shares of the Issuer outstanding as reported in the Issuer’s interim results for the six months ended June 30, 2023, furnished to the United States Securities and Exchange Commission on Form 6-K on September 28, 2023.

 

 

CUSIP No. 89856T203**13GPage 8 of 12 Pages  

 

Item 1(a). Name of Issuer:
TuanChe Limited
Item 1(b).

Address of Issuer’s Principal Executive Offices:
9F, Ruihai Building, No. 21 Yangfangdian Road

Haidian District

Beijing 100038

People’s Republic of China

Item 2(a).

Name of Person Filing:
This Schedule 13G is being jointly filed by:

 

Rui Zhang

KPartners Limited

K2 Partners II L.P.

K2 Evergreen Partners L.P.

K2 Partners III Limited

K2 Family Partners Limited

Item 2(b).

Address of Principal Business Office, or, if none, Residence:
The address for KPartners Limited, K2 Partners II L.P. and K2 Evergreen Partners L.P. is Osiris International Cayman Limited, Suite #4-210, Governors Square, 23 Lime Tree Bay Avenue, P.O. Box 32311, Grand Cayman KY1-1209, Cayman Islands.

The address for K2 Partners III Limited and K2 Family Partners Limited is RM C 20/F, Lucky Plaza, 315-321, Lockhart Road, Wanchai, Hong Kong.

Item 2(c). Citizenship:

 

  Rui Zhang A Singapore Citizen
  KPartners Limited Cayman Islands limited company
  K2 Partners II L.P. Cayman Islands exempted limited partnership
  K2 Evergreen Partners L.P. Cayman Islands exempted limited partnership
  K2 Partners III Limited Hong Kong limited company
  K2 Family Partners Limited Hong Kong limited company

 

Item 2(d). Title of Class of Securities:
Class A ordinary shares, par value $0.0001 per share		  
Item 2(e). CUSIP No.:
89856T203. The CUSIP number has been assigned to the ADSs of the Issuer, which are quoted on the Nasdaq Capital Market under the symbol “TC.” Each ADS represents 16 Class A ordinary shares of the Issuer. No CUSIP number has been assigned to ordinary shares of the Issuer.		  
 
Item 3. Not Applicable.

 

 

CUSIP No. 89856T203**13GPage 9 of 12 Pages  

 

Item 4. Ownership

 

The following information with respect to the ownership of Class A ordinary shares of the Issuer by the Reporting Persons filing this statement on Schedule 13G was provided as of December 31, 2023. As of the date hereof, the Reporting Persons are no longer beneficial owners of more than five percent of the Issuer’s outstanding ordinary shares as a single class. This filing represents an exit filing for the Reporting Persons.

 

Reporting Persons  Shares Held
Directly		   Sole
Voting
Power		   Shared
Voting
Power		   Sole
Dispositive
Power		   Shared
Dispositive
Power		   Beneficial
Ownership		  

Percentage
of Class(1)

 
Rui Zhang   17,384,727(2)    17,384,727    0    17,384,727    0    17,384,727    4.5%
                                    
KPartners Limited   11,200,023(3)    11,200,023    0    11,200,023    0    11,200,023    2.9%
                                    
K2 Partners II L.P.   10    10    0    10    0    10    0.0%
                                    
K2 Evergreen Partners L.P.   6,971,174    6,971,174    0    6,971,174    0    6,971,174    1.8%
                                    
K2 Partners III Limited   3,076,757    3,076,757    0    3,076,757    0    3,076,757    0.8%
                                    
K2 Family Partners Limited   1,025,586    1,025,586    0    1,025,586    0    1,025,586    0.3%

 

(1)Calculation is based on 386,395,529 ordinary shares of the Issuer as a single class, being the sum of (i) 331,134,949 Class A ordinary shares and (ii) 55,260,580 Class B ordinary shares issued and outstanding, assuming conversion of all Class B ordinary shares into Class A ordinary shares, as reported in the Issuer’s interim results for the six months ended June 30, 2023, furnished to the United States Securities and Exchange Commission on Form 6-K on September 28, 2023. Each Class B ordinary share is convertible into one Class A ordinary share at any time at the option of the holder thereof. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances.

 

(2)Represents (i) 6,971,174 Class A ordinary shares directly held by K2 Evergreen Partners L.P., a Cayman Islands exempted limited partnership, (ii) 10 Class A ordinary shares directly held by K2 Partners II L.P., a Cayman Islands exempted limited partnership, (iii) 3,076,757 Class A ordinary shares directly held by K2 Partners III Limited, a Hong Kong limited company, (iv) 1,025,586 Class A ordinary shares directly held by K2 Family Partners Limited, a Hong Kong limited company, (v) 126,496 Class A ordinary shares held in the form of ADS by K2 Partners II GP, L.P., a Cayman Islands exempted limited partnership, and (vi) 6,184,704 Class A ordinary shares held in the form of ADS by Evergreen Holdings II Limited, a British Virgin Islands company. K2 Evergreen Partners LLC acts as the general partner of K2 Evergreen Partners L.P., K2 Partners II GP, LLC is the general partner of K2 Partners II GP, L.P., which is the general partner of K2 Partners II L.P. K2 Partners III GP, L.P. acts as the general partner of K2 Partners III L.P., which is the sole shareholder of K2 Partners III Limited. K2 Family Partners GP, L.P. acts as the general partner of K2 Family Partners L.P., which is the sole shareholder of K2 Family Partners Limited. K2 Evergreen Partners LLC, K2 Partners II GP, LLC, K2 Partners III GP, L.P. and K2 Family Partners GP, L.P. are all controlled by KPartners Limited, a Cayman Islands limited company. Rui Zhang is the controlling shareholder of KPartners Limited. Evergreen Holdings II Limited is indirectly controlled by Rui Zhang.

 

(3)Represents (i) 6,971,174 Class A ordinary shares directly held by K2 Evergreen Partners L.P., a Cayman Islands exempted limited partnership, (ii) 10 Class A ordinary shares directly held by K2 Partners II L.P., a Cayman Islands exempted limited partnership, (iii) 3,076,757 Class A ordinary shares directly held by K2 Partners III Limited, a Hong Kong limited company, (iv) 1,025,586 Class A ordinary shares directly held by K2 Family Partners Limited, a Hong Kong limited company, and (v) 126,496 Class A ordinary shares held in the form of ADS by K2 Partners II GP, L.P., a Cayman Islands exempted limited partnership. K2 Evergreen Partners LLC acts as the general partner of K2 Evergreen Partners L.P., K2 Partners II GP, LLC is the general partner of K2 Partners II GP, L.P., which is the general partner of K2 Partners II L.P., K2 Partners III GP, L.P. acts as the general partner of K2 Partners III L.P., which is the sole shareholder of K2 Partners III Limited. K2 Family Partners GP, L.P. acts as the general partner of K2 Family Partners L.P., which is the sole shareholder of K2 Family Partners Limited. K2 Evergreen Partners LLC, K2 Partners II GP, LLC, K2 Partners III GP, L.P. and K2 Family Partners GP, L.P. are all controlled by KPartners Limited, a Cayman Islands limited company.

 

 

CUSIP No. 89856T203**13GPage 10 of 12 Pages  

 

Item 5. Ownership of Five Percent or Less of a Class.
   
If this statement is being filed to report the fact that as of the date hereof, the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following: x
 
Item 6. Ownership of More than Five Percent on Behalf of Another Person
   
Not applicable
 
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
   
Not applicable
 
Item 8. Identification and Classification of Members of the Group
   
Not applicable
 
Item 9. Notice of Dissolution of Group
   
Not applicable

 

Item 10. Certifications
   
Not applicable.

 

 

 

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: January 17, 2024

 

  Rui Zhang
     
  By: /s/ Rui Zhang
     
  KPartners Limited
     
  By: /s/ Rui Zhang
    Rui Zhang, Director
     
  K2 Partners II L.P.
     
  By: K2 Partners II GP, L.P.
  Its: General Partner
   

By: K2 Partners II GP, LLC

Its: General Partner

     
  By: /s/ Rui Zhang
    Rui Zhang, Director
     
  K2 Evergreen Partners L.P.
     
  By: K2 Evergreen Partners LLC
  Its: General Partner
     
  By: /s/ Rui Zhang 
    Rui Zhang, Director 
     
  K2 Partners III Limited
     
  By: /s/ Rui Zhang 
    Rui Zhang, Director
     
  K2 Family Partners Limited
     
  By: /s/ Rui Zhang 
    Rui Zhang, Director

 

 

CUSIP No. 89856T203**13GPage 12 of 12 Pages  

 

EXHIBIT INDEX

 

Exhibit No.    
     
99.1   Joint Filing Agreement

 

 

 

 EX-99.1 2 tm243334d1_ex99-1.htm EXHIBIT 99.1

 

Exhibit 99.1

 

CUSIP No. 89856T203** 13G  

 

JOINT FILING AGREEMENT

 

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Class A ordinary shares, par value US$0.0001 per share, of TuanChe Limited, a Cayman Islands exempted company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

 

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of January 17, 2024.

 

  Rui Zhang
     
  By: /s/ Rui Zhang
     
  KPartners Limited
     
  By: /s/ Rui Zhang
    Rui Zhang, Director
     
  K2 Partners II L.P.
     
  By: K2 Partners II GP, L.P.
  Its: General Partner
   

By: K2 Partners II GP, LLC

Its: General Partner

     
  By: /s/ Rui Zhang
    Rui Zhang, Director
     
  K2 Evergreen Partners L.P.
     
  By: K2 Evergreen Partners LLC
  Its: General Partner
     
  By: /s/ Rui Zhang 
    Rui Zhang, Director 
     
  K2 Partners III Limited
     
  By: /s/ Rui Zhang 
    Rui Zhang, Director
     
  K2 Family Partners Limited
     
  By: /s/ Rui Zhang 
    Rui Zhang, Director