Welcome to our dedicated page for Token Cat SEC filings (Ticker: TC), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Token Cat Limited's SEC filings document foreign private issuer reporting through Form 6-K current reports and Form 20-F annual reporting. The filings cover material-event disclosures, securities purchase agreements and private placement arrangements, authorized share-capital changes, and amendments to the company's memorandum and articles of association.
Regulatory documents for TC also record governance changes, shareholder meeting notices and voting results, and the company's Class A and Class B ordinary share structure underlying its ADR program. These filings frame the company as a Cayman Islands exempted issuer with disclosures spanning capital structure, material agreements, corporate governance, and strategic transaction matters.
Token Cat Limited files its annual report on Form 20-F, highlighting a major shift in its business and significant financial strain. The company disposed of its legacy, VIE-based operations in China in October 2025 and now focuses on a new auto electronics resale business launched in the third quarter of 2025. Continuing operations generated net revenues of RMB5.9 million (approximately US$0.8 million) in 2025, while most historical revenue is now classified as discontinued operations. As of December 31, 2025, Token Cat had an accumulated deficit of RMB1,418.8 million, cash and cash equivalents of about RMB1.0 million, and net cash used in operating activities of RMB176.4 million for 2025, leading auditors to include a going concern explanatory paragraph. Results from continuing operations include a RMB49.0 million gain on disposal of subsidiaries and VIEs and a RMB28.0 million fair value gain on warrants, while loss from operations was RMB34.5 million. The report stresses extensive PRC regulatory, structural and HFCA Act-related risks, notes past reliance on VIEs (now fully disposed), and explains that ADS holders invest in the Cayman holding company, not directly in PRC subsidiaries.
Token Cat Limited has completed a large private placement, issuing 96,000,000,001 Class A ordinary shares at $0.0012457 per share for an aggregate purchase price of approximately $119,590,000.
The shares were sold to non-U.S. investors under a securities purchase agreement, with the purchase price payable in either fiat currency or cryptocurrencies at the Company’s discretion. All closing conditions were satisfied and the issuance is now finalized.
Token Cat Limited has entered into a private placement with certain non-U.S. investors to sell an aggregate of 96,000,000,001 Class A ordinary shares at $0.0012457 per share. This represents total gross proceeds of approximately $119,590,000, providing substantial new equity capital for the company.
The purchase price may be paid in fiat currencies or cryptocurrencies, at the company’s sole discretion, giving flexibility in how funds are received. The transaction relies on exemptions under Section 4(a)(2) of the Securities Act and Regulation S, with all purchasers represented as non-U.S. persons. Closing is expected in the first quarter of 2026, subject to customary conditions.
Token Cat Limited reported changes to its board of directors. Effective February 6, 2026, Mr. Jintao Lin resigned as a director. The company stated his resignation was not due to any disagreement with its operations, policies, or procedures.
On the same date, the board appointed Ms. Furong Tian as a director and chair of the Audit Committee. She brings finance and audit experience from prior roles at Beijing Taihua Digital Intelligence Business Management Co., Ltd., Shenzhou Wangwei Technology (Beijing) Co., Ltd., and PricewaterhouseCoopers Zhong Tian LLP, and holds a master’s degree in Financial Management.
Token Cat Limited reported that shareholders approved major corporate changes at a February 2026 extraordinary general meeting. The company’s authorized share capital was increased from US$3,000,000 divided into 30,000,000,000 shares to US$480,600,000 divided into 4,806,000,000,000 shares.
This was achieved by creating an additional 4,776,000,000,000 Class A Ordinary Shares with a par value of US$0.0001 each, while the authorized amounts of Class B Ordinary Shares and other classes remained unchanged. Shareholders also approved the adoption of the company’s Ninth Amended and Restated Memorandum and Articles of Association, replacing the prior version. The updated charter documents, which govern share structure and corporate rules, were adopted by special resolution and are included as an exhibit.
Token Cat Limited has called a 2026 extraordinary general meeting for February 3, 2026. Shareholders of record at the close of business on January 14, 2026 are entitled to receive notice and vote.
Shareholders will vote on increasing the Company’s authorized share capital from US$3,000,000 (30,000,000,000 shares) to US$480,600,000 (4,806,000,000,000 shares). This is achieved mainly by creating an additional 4,776,000,000,000 Class A Ordinary Shares with a par value of US$0.0001 each, giving the Company the capacity to issue many more Class A shares in the future. They will also vote on adopting a Ninth Amended and Restated Memorandum and Articles of Association, which would replace the current governing documents if the capital increase is approved.
Token Cat Limited, a Cayman Islands holding company, has filed a shelf program allowing it to offer up to US$500,000,000 of Class A ordinary shares (including ADSs), preferred shares, debt securities, warrants and units from time to time. Any specific terms will be set in future prospectus supplements.
The business in mainland China is conducted through subsidiaries and variable interest entities (VIEs), so ADS investors hold shares in the Cayman holding company, not in the VIEs. The filing highlights significant legal and operational risks tied to PRC restrictions on foreign investment, cash transfer limits, licensing requirements, and the possibility that regulators could challenge or alter the VIE structure, which could severely affect the value of the ADSs.
The ADSs trade on Nasdaq under the symbol “TC,” with each ADS representing 4,800 Class A ordinary shares. As of December 16, 2025, the public float was about US$29.48 million, and sales under this program are capped at one-third of that amount in any 12-month period under Form F-3 rules. The company recently completed a US$23 million private placement, adopted a 2025 stock incentive plan and issued over 1.23 billion new Class A shares, and is in the process of disposing certain legacy China businesses. The company also notes potential delisting risk in the future under the HFCAA if PCAOB inspection issues arise.
Token Cat Limited (TC) announced leadership changes. Effective October 30, 2025, Wei Wen resigned as director, Chief Executive Officer, and Chairman, and Simon Li resigned as Chief Financial Officer. The company stated both departures were not due to disagreements on operations, policies, or practices.
Effective November 6, 2025, the Board appointed Guangsheng Liu, formerly Co‑Chief Executive Officer, as Chief Financial Officer and Chairman. Liu will continue to serve as Chief Executive Officer, combining CEO, CFO, and Chairman roles.
Token Cat Limited reported results of its extraordinary general meeting held on October 13, 2025 in Beijing. Shareholders representing 7,377,895,200 Class A ordinary shares and 55,260,580 Class B ordinary shares participated, establishing a quorum. Each Class A share carries one vote; each Class B share carries 100 votes.
Shareholders approved both proposals. One vote totaled 12,903,953,200, with 12,492,505,600 For, 2,692,800 Against, and 408,754,800 Abstain. The other totaled 12,901,697,200, with 12,488,843,200 For, 4,099,200 Against, and 408,754,800 Abstain. As context, 8,064,960,523 Class A shares and 55,260,580 Class B shares were issued and outstanding and entitled to vote as of the meeting.
Token Cat Limited reported that its President, Jianchen Sun, and its Chief Operating Officer, Hui Yuan, resigned from their roles effective September 29, 2025. The company states that neither resignation resulted from any disagreement over operations, policies, or practices. The Board plans to conduct a thorough search and make new appointments in due course to fill both positions. Management also notes it will act promptly to remain in compliance with Nasdaq listing rules and other applicable regulations.