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                             August 21, 2023

       Lei Zhang
       Chief Executive Officer
       Cheche Group Inc.
       8/F, Desheng Hopson Fortune Plaza
       13-1 Deshengmenwai Avenue
       Xicheng District, Beijing 100088, China

                                                        Re: Cheche Group Inc.
                                                            Amendment No. 1 to
Registration Statement on Form F-4
                                                            Filed August 8,
2023
                                                            File No. 333-273400

       Dear Lei Zhang:

             We have reviewed your amended registration statement and have the
following
       comments. In some of our comments, we may ask you to provide us with
information so we
       may better understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.
Unless we note
       otherwise, our references to prior comments are to comments in our
August 4, 2023 letter.

       Amendment No. 1 to Registration Statement on Form F-4

       General

   1.                                                   We note the changes you
made to your disclosure appearing in the Summary and Risk
                                                        Factor sections,
relating to legal and operational risks associated with operating in China
                                                        and PRC regulations. It
is unclear to us that there have been changes in the regulatory
                                                        environment in the PRC
since the amendment that was confidentially submitted on June
                                                        27, 2023, warranting
revised disclosure to mitigate the challenges you face and related
                                                        disclosures. The Sample
Letters to China-Based Companies sought specific disclosure
                                                        relating to the risk
that the PRC government may intervene in or influence your operations
                                                        at any time, or may
exert control over operations of your business, which could result in a
 Lei Zhang
Cheche Group Inc.
August 21, 2023
Page 2
      material change in your operations and/or the value of the securities you
are registering
      for sale. We remind you that, pursuant to federal securities rules, the
term    control
      (including the terms    controlling,       controlled by,    and    under
common control with   ) as
      defined in Securities Act Rule 405 means    the possession, direct or
indirect, of the power
      to direct or cause the direction of the management and policies of a
person, whether
      through the ownership of voting securities, by contract, or otherwise.
The Sample
      Letters also sought specific disclosures relating to uncertainties
regarding the enforcement
      of laws and that the rules and regulations in China can change quickly
with little advance
      notice. We do not believe that your revised disclosure referencing the
PRC government   s
      intent to strengthen its regulatory oversight conveys the same risk.
Please restore your
      disclosures in these areas to the disclosures as they existed in your
confidential submission
      as of June 27, 2023.
PRC Regulatory Permissions for the Business Combination
CSRC Filing, page 49

2.    We note your disclosure that there is still uncertainty as to whether you
will be able to
      complete the Trial Measures filings process with the CSRC, and if you are
unable to do
      so, "Prime Impact, HoldCo and CCT will not consummate the Business
Combination
      without first completing the CSRC filing." Please clarify, if true, that
you will not
      complete the business combination without first receiving CSRC approval
under the Trial
      Measures. Include this disclosure in the summary section where regulatory
approvals are
      discussed starting on page 49 and revise the risk factor disclosure on
page 104 under the
      Trial Measures discussion. In addition, tell us how you plan to notify
investors about
      receiving the CSRC approval.
Exhibits

3.    Please refer to Exhibit 5.1 and have counsel remove assumptions in
paragraphs 4 and 12
      on pages 5 and 6 of the legality opinion, respectively, or advise. For
guidance, please
      refer to Staff Legal Bulletin No. 19.
       You may contact Ben Phippen at 202-551-3697 or John Spitz at
202-551-3484 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Madeleine Mateo at 202-551-3465 or Tonya Aldave at 202-551-3601 with
any other
questions.



                                                            Sincerely,
FirstName LastNameLei Zhang
                                                            Division of
Corporation Finance
Comapany NameCheche Group Inc.
                                                            Office of Finance
August 21, 2023 Page 2
cc:       Dan Espinoza, Esq.
FirstName LastName