Token Cat (NASDAQ: TC) plans $1 transfer of key subsidiaries and liabilities

Rhea-AI Filing Summary

Token Cat Limited has agreed to sell 100% of its ownership in a group of subsidiaries, including Long Ye, Tuanche Cayman, and several related China and Hong Kong entities, to Prime Management Group Limited for nominal cash consideration of $1 (the “Disposition”). Upon closing, the Buyer will become the sole shareholder of these target companies and will assume all of their assets and liabilities.

The closing of this Disposition is conditioned on payment of the nominal consideration, receipt of a fairness opinion from an independent firm, and approval by Token Cat’s shareholders. The company is also furnishing a notice and proxy statement for a shareholder meeting, along with a voting instruction card for holders of American Depositary Shares.

Insights

Equity restructuring analyst

Token Cat plans to transfer key subsidiaries and their obligations for $1, pending shareholder approval.

Token Cat Limited has signed an agreement to dispose of 100% of its equity in multiple subsidiaries, including PRC and Hong Kong entities such as Long Ye, Tuanche Cayman, and others, to Prime Management Group Limited for nominal cash consideration of $1. After closing, the Buyer will own all target entities and take on all related assets and liabilities, meaning the economic exposure tied to these businesses moves off Token Cat’s balance sheet.

The transaction will only close if several conditions are met: payment of the nominal consideration, an independent fairness opinion, and shareholder approval. These conditions indicate a formal review of whether the terms are fair from a financial point of view and place final decision-making with shareholders at the upcoming meeting. Actual impact on Token Cat’s remaining operations and financial profile will depend on what portion of its business these subsidiaries represent, which is not detailed in the excerpt.

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 September 2025

Token Cat Limited

(Exact name of registrant as specified in its charter)

6F, 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 ☒            Form 40-F ☐

Entry into a Material Agreement

On September 10, 2025, Token Cat Limited (“Token Cat” or the “Company”) entered into a share purchase agreement with Prime Management Group Limited, a British Virgin Islands company (the “Buyer”), Long Ye International Limited, a Cayman Islands company (“Long Ye”), Long Ye Information Technology Limited, a Hong Kong company (“Long Ye HK”), Beijing Sangu Maolu Information Technology Co., Ltd., a PRC company (“Sangu Maolu”), TuanChe Information Limited, a Hong Kong company, (“Tuanche HK”), TuanYuan Internet Technology (Beijing) Co., Ltd., a PRC company (“TuanYuan”), TuanChe Group Inc., a Cayman Islands company, (“Tuanche Cayman”), Tuanche Information Group Limited, a Hong Kong company (“Tuanche Info”), Chema Technology (Beijing) Co., Ltd., a PRC company (“Chema”, together with Long Ye, Long Ye HK, Beijing Maolu, Tuanche HK, TuanYuan, Tuanche Cayman and Tuanche Info, the “Targets”) (the “Agreement”). The Company owns 100% of the issued shares of the Targets. Under the Agreement, the Company will sell 100% equity interest of the Targets to the Buyer in exchange for nominal cash consideration of $1 (the “Disposition”). 

Upon the closing of the Disposition, the Buyer will become the sole shareholder of the Targets and as a result, assume all assets and liabilities of the Targets and subsidiaries owned or controlled by the Target.

The closing of the Disposition is subject to the satisfaction or waiver of certain closing conditions including the payment of the nominal cash consideration, the receipt of a fairness opinion from an independent firm, and approval by the Company’s shareholders.

A copy of the Agreement is attached hereto as Appendix A to Exhibit 99.1. The foregoing description of the form of the Agreement is a summary of the material terms of such agreement and does not purport to be complete and is qualified in their entirety by reference to the Agreement.

Extraordinary Meeting of Shareholders

Token Cat Limited furnishes under the cover of Form 6-K the following:

EXHIBIT INDEX

Exhibit No.		Description
99.1		Notice and Proxy Statement for Annual General Meeting
99.2		Voting Instruction Card to Registered Holders of American Depositary Shares

1

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: September 17, 2025

	Token Cat Limited
	By:	/s/ Guangsheng Liu
	Name:	Guangsheng Liu
	Title:	Co-Chief Executive Officer

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FAQ

What major transaction did Token Cat Limited (TC) disclose in this Form 6-K?

Token Cat Limited disclosed that it entered into a share purchase agreement on September 10, 2025, to sell 100% of its equity interests in a group of subsidiaries (the “Targets”) to Prime Management Group Limited for nominal cash consideration of $1.

Who is buying Token Cat Limited’s subsidiaries and what do they receive?

The buyer is Prime Management Group Limited, a British Virgin Islands company. Upon closing, it will become the sole shareholder of the target entities and will assume all assets and liabilities of those targets and their subsidiaries.

What conditions must be satisfied before Token Cat Limited’s Disposition can close?

Closing is subject to several conditions, including payment of the $1 nominal cash consideration, receipt of a fairness opinion from an independent firm, and approval by Token Cat’s shareholders.

Which entities are included in the Targets being sold by Token Cat Limited (TC)?

The Targets include Long Ye International Limited, Long Ye Information Technology Limited, Beijing Sangu Maolu Information Technology Co., Ltd., TuanChe Information Limited, TuanYuan Internet Technology (Beijing) Co., Ltd., TuanChe Group Inc., Tuanche Information Group Limited, and Chema Technology (Beijing) Co., Ltd..

What shareholder materials did Token Cat Limited furnish with this Form 6-K?

Token Cat furnished a Notice and Proxy Statement for an Annual General Meeting as Exhibit 99.1 and a Voting Instruction Card for registered holders of American Depositary Shares as Exhibit 99.2.

How will Token Cat Limited’s shareholders be involved in approving the Disposition?

The Disposition must be approved by the Company’s shareholders, and Token Cat has provided a notice, proxy statement, and ADS voting instruction card to facilitate shareholder voting at the meeting.