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Token Cat Limited Announces Receipt of Minimum Bid Price Notice From Nasdaq

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Token Cat (NASDAQ: TC) has received a notification from Nasdaq on March 19, 2025, indicating non-compliance with the minimum bid price requirement. The company's American depositary shares (ADS) have traded below $1.00 for 30 consecutive business days.

The company has been granted a 180-day compliance period until September 15, 2025 to regain compliance. To meet requirements, TC's closing bid price must reach at least $1.00 for a minimum of 10 consecutive business days. If unsuccessful, TC may be eligible for an additional 180-day extension if it meets other Nasdaq Capital Market listing standards.

Token Cat is considering options including adjusting its ADS-to-Class A ordinary share ratio to regain compliance. The company maintains compliance with all other Nasdaq listing standards, and this notice does not affect business operations or SEC reporting requirements.

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Positive

  • Company remains compliant with all other Nasdaq listing standards
  • Immediate delisting is not required
  • Possibility for additional 180-day extension if initial deadline isn't met

Negative

  • Stock trading below $1.00 for 30 consecutive business days
  • Risk of potential delisting if compliance isn't achieved
  • Company may need to implement ADS ratio adjustment, potentially affecting share structure

Insights

Token Cat's receipt of a Nasdaq minimum bid price notice represents a significant compliance challenge that investors should monitor carefully. With the stock trading below $1.00 for 30 consecutive business days, the company has entered a standard regulatory remediation process that affects numerous Nasdaq-listed entities annually.

The 180-day compliance window (until September 15, 2025) provides substantial runway for remediation, with a possible additional 180-day extension if certain requirements are met. The most critical aspect for investors is that Token Cat must maintain a closing bid price of at least $1.00 for 10 consecutive business days during this period to regain compliance.

While the notice doesn't trigger immediate delisting, it initiates a formalized process with specific deadlines and requirements. The company's statement that it remains compliant with all other Nasdaq continued listing standards is moderately reassuring, as multiple compliance failures would compound regulatory concerns.

The mentioned consideration of an ADS-to-Class A ordinary share ratio adjustment represents a typical corporate response to such notices. However, such adjustments merely change the mathematical representation without addressing fundamental valuation concerns that led to the price decline.

This minimum bid price notice reflects deteriorating market perception of Token Cat, with material implications for shareholder value. The sustained sub-$1.00 trading price potentially signals broader investor concerns about the company's fundamentals or growth prospects in China's automotive marketplace sector.

The compliance remediation options available to Token Cat carry significant trade-offs. The mentioned ADS ratio adjustment would be a technical solution that mathematically increases the trading price by reducing the number of ADSs outstanding. While this approach avoids dilution, it doesn't address underlying valuation issues and often fails to sustain price improvements long-term.

From an investor perspective, the main concerns include:

  • Potential future liquidity constraints if the stock eventually moves to OTC markets
  • Institutional investor limitations, as many funds cannot hold non-compliant securities
  • Challenging capital-raising environment if listing concerns persist

While current operations remain unaffected, the 180-day compliance window becomes a critical period for demonstrating value-creation initiatives that could organically lift the share price. Companies facing similar situations frequently experience increased volatility as compliance deadlines approach, creating both risks and tactical opportunities for different investor classes.

BEIJING, March 21, 2025 (GLOBE NEWSWIRE) -- Token Cat Limited ("Token Cat" or the "Company") (NASDAQ: TC), a leading automotive marketplace in China, today announced that it received a notification letter dated March 19, 2025 (the "Deficiency Letter") from the Listing Qualifications Department of The Nasdaq Stock Market Inc. (the "Nasdaq"), indicating that the Company is no longer in compliance with the minimum bid price requirement set forth in Rule 5550(a)(2) of the Nasdaq Listing Rules as the Company's closing bid price per American depositary share ("ADS"), each representing two hundred and forty (240) Class A ordinary shares, par value US$0.0001 per share, of the Company, has been below US$1.00 for a period of 30 consecutive business days. The Deficiency Letter does not result in the immediate delisting of the Company's securities.

Pursuant to Rule 5810(c)(3)(A) of the Nasdaq Listing Rules, the Company has a compliance period of 180 calendar days, or until September 15, 2025 (the "Compliance Period"), to regain compliance with Nasdaq's minimum bid price requirement. If at any time during the Compliance Period, the closing bid price per ADS is at least US$1.00 for a minimum of 10 consecutive business days, Nasdaq will provide the Company a written confirmation of compliance and the matter will be closed.

In the event that the Company does not regain compliance by September 15, 2025, subject to the determination by the staff of Nasdaq, it may be eligible for an additional 180 calendar days compliance period if it meets the continued listing requirements for market value of publicly held shares and all other initial listing standards, with the exception of bid price requirement, of the Nasdaq Capital Market, and provides written notice to Nasdaq of its intention to cure the deficiency.

The Company intends to monitor the closing bid price of its ADSs between now and September 15, 2025 and is considering its options, including an adjustment of its ADS-to-Class A ordinary share ratio, to regain compliance with the minimum bid price requirement under the Nasdaq Listing Rules. The Company is currently in compliance with all other Nasdaq continued listing standards. The Deficiency Letter does not affect the Company's business operations, its U.S. Securities and Exchange Commission reporting requirements or contractual obligations.

About Token Cat Limited

Founded in 2010, Token Cat Limited, formerly known as TuanChe Limited (NASDAQ: TC), is China's leading automotive marketplace platform. Token Cat is dedicated to connecting automotive consumers with manufacturers, dealers, and service providers. By integrating its digital platforms with offline sales events, Token Cat offers comprehensive automotive marketing and transaction services. Through its integrated marketing strategies, Token Cat transforms individual and independent car purchases into large-scale group buying experiences, using an interactive many-to-many model. Furthermore, leveraging its proprietary data analytics and advanced digital marketing system, Token Cat's online marketing service platform helps industry customers increase the efficiency and effectiveness of their advertising placements. Token Cat is currently exploring ways to enter into the cryptocurrency sector.

Safe Harbor Statement

This announcement contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended and as defined in the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements include, without limitation, the Company's business plans and development, business outlook, which can be identified by terminology such as "may," "will," "expect," "anticipate," "aim," "estimate," "intend," "plan," "believe," "potential," "continue," "is/are likely to" or other similar expressions. Such statements are based upon management's current expectations and current market and operating conditions, and relate to events that involve known or unknown risks, uncertainties and other factors, all of which are difficult to predict and many of which are beyond the Company's control. Further information regarding these and other risks, uncertainties or factors is included in the Company's filings with the U.S. Securities and Exchange Commission. The Company does not undertake any obligation to update any forward-looking statement as a result of new information, future events or otherwise, except as required under law.

For investor and media inquiries, please contact:

Token Cat Limited
Investor Relations
Tel: +86 (10) 6397-6232
Email: ir@tuanche.com


FAQ

What is the deadline for Token Cat (TC) to meet Nasdaq's minimum bid price requirement?

Token Cat has until September 15, 2025 to meet the $1.00 minimum bid price requirement.

How long must Token Cat (TC) maintain a $1.00 share price to regain Nasdaq compliance?

TC must maintain a closing bid price of at least $1.00 for a minimum of 10 consecutive business days.

What happens if Token Cat (TC) fails to meet the September 2025 deadline?

TC may be eligible for an additional 180-day compliance period if it meets other Nasdaq Capital Market listing standards.

What solutions is Token Cat (TC) considering to address the Nasdaq compliance issue?

TC is considering options including adjusting its ADS-to-Class A ordinary share ratio to meet the minimum bid requirement.
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