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 2025
Token Cat 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 ☒ Form 40-F
☐
Nasdaq Compliance Deficiency
On January 16, 2025, Token Cat Limited (the “Company”)
received a notification letter from The Nasdaq Stock Market LLC (“Nasdaq”), which notified the Company of its non-compliance
with the minimum stockholders’ equity requirement, as outlined in the Nasdaq Listing Rules (the “Rules”) for continued
listing on the Nasdaq stock exchange. Under Rule 5550(b)(1), the Company is required to maintain a minimum of $2,500,000 in stockholders’
equity for continued listing. The Company reported a stockholder’s deficit of ($787,000) as of June 30, 2024, and as of January
15, 2025, the Company did not meet the alternative continued listing standards of market value of listed securities or net income from
continuing operations. Under the Rules, the Company was given 45 calendar days to submit a plan to regain compliance.
On February 28, 2025, the Company entered into
certain securities purchase agreement (the “SPA”) with certain “non-U.S. Persons” as defined in Regulation S of
the Securities Act of 1933, as amended (the “Purchasers”), pursuant to which the Company agreed to sell up to an aggregate
of 7,357,500,000 Class A ordinary shares, par value $0.0001 per share (the “Shares”), at a price of $0.0031317 per Share,
for an aggregate purchase price of approximately $23.04 million (the “Offering”). The Company plans to use the proceeds from
the Offering to enter into new business and for general corporate purposes.
On March 3, 2025, the Company submitted a compliance
plan to Nasdaq outlining its intention to complete the Offering. The proceeds from the Offering, upon closing, would provide sufficient
capital for the Company to exceed the minimum shareholders’ equity requirement of $2,500,000, as set forth in Rule 5550(b)(1), thereby
remediating the deficiency.
On June 27, 2025, upon satisfying all closing
conditions, the Offering was consummated. The Company issued an aggregate of 7,357,500,000 Class A Ordinary Shares to the Purchasers and
received the gross proceeds of approximately $23 million.
As of the date of this report, the Company believes
it has regained compliance with the stockholders’ equity requirement based upon the consummation of the Offering.
Nasdaq will continue to monitor the Company’s ongoing compliance
with the stockholders’ equity requirement. If the Company fails to evidence compliance upon filing its interim financial statements
as of and for the six-month period ended June 30, 2025, with the U.S. Securities and Exchange Commission and the Nasdaq, the Company may
be subject to delisting.
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: July 11, 2025
| |
Token Cat Limited |
| |
|
|
| |
By: |
/s/ Guangsheng Liu |
| |
Name: |
Guangsheng Liu |
| |
Title: |
Co-Chief Executive Officer |
