UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO
RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of July 2024
TuanChe Limited
(Exact name of registrant as specified in its charter)
9F, Ruihai Building, No. 21 Yangfangdian
Road
Haidian District
Beijing, 100038
The People’s Republic of China
(+86-10) 6399-8902
(Address and telephone number of registrant’s
principal executive offices)
Indicate by check mark whether the registrant
files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F x Form 40-F
¨
Changes in Company’s Certifying Accountant.
Previous independent registered public accounting
firm
On
July 12, 2024, the audit committee (the “Audit Committee”) of the board of directors (“Board”)
of TuanChe Limited (the “Company”) approved the dismissal of Marcum Asia CPAs LLP. (“MarcumAsia”)
as the Company’s independent registered public accounting firm, effective July 8, 2024. The auditor’s report of MarcumAsia
on the Company’s consolidated financial statements as of and for the years ended December 31, 2022 and 2023 did not contain
an adverse opinion or a disclaimer of opinion, and was not qualified or modified as to uncertainty, audit scope or accounting principles,
except that the audit report contained an uncertainty about the Company’s ability to continue as a going concern.
During
the years ended December 31, 2022 and 2023 and through the subsequent interim period preceding MarcumAsia’s dismissal,
there were no “disagreements” (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K) between the Company and
MarcumAsia on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which
disagreements, if not resolved to the satisfaction of MarcumAsia would have caused MarcumAsia to make reference to the subject matter
thereof in its reports for such fiscal years and interim period.
During
the years ended December 31, 2022 and 2023 and through the subsequent interim period preceding the dismissal of MarcumAsia,
there were no “reportable events” within the meaning of Item 16F(a)(1)(v) of Form 20-F, other than material weaknesses
in the Company’s internal control over financial reporting, occurred within the two fiscal years of the Company ended December 31,
2022 and 2023 and subsequently up to the date of dismissal.
We
furnished a copy of this disclosure to MarcumAsia and have requested that MarcumAsia furnish us with a letter addressed to the
U.S. Securities and Exchange Commission (the “SEC”) stating whether such firm agrees with the above statements or,
if not, stating the respects in which it does not agree. We have received the requested letter from MarcumAsia, and a copy of the letter
is filed with this report on Form 6-K as Exhibit 99.1.
New independent registered public accounting
firm
On
July 12, 2024, the Audit Committee approved the engagement of JWF Assurance PAC (“JWF”) as the Company’s
independent registered public accounting firm to audit the Company’s consolidated financial statements as of and for the fiscal
year ending December 31, 2024.
During
the years ended December 31, 2022 and 2023 and through the subsequent interim period preceding JWF’s engagement, the
Company has not consulted with JWF regarding (i) the application of accounting principles to a specified transaction, either completed
or proposed; or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report
was provided to the Company nor oral advice was provided that JWF concluded was an important factor considered by the Company in reaching
a decision as to the accounting, auditing or financial reporting issue, or (ii) any matter that was either the subject of a disagreement
(as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K) or a reportable event
(as described in Item 304(a)(1)(v) of Regulation S-K).
Exhibits
SIGNATURES
Pursuant to the requirements
of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
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TuanChe
Limited |
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| Date: July 12, 2024 |
By: |
/s/ Simon Li |
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Simon Li
Chief Financial Officer |
