{"url_path":"/sec/tc/10-k/2026/item-16f","section_key":"item-16f","section_title":"Item 16F CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT**","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-05-08","source_url":"https://www.sec.gov/Archives/edgar/data/1743340/0001213900-26-053942-index.html","accession_number":"0001213900-26-053942","cik":"0001743340","ticker":"TC","issuer_name":"Token Cat Ltd","edgar_url":"https://www.sec.gov/Archives/edgar/data/1743340/0001213900-26-053942-index.html","primary_entity_key":"0001743340","primary_entity_name":"Token Cat Ltd"},"word_count":554,"has_tables":true,"body_markdown":"**ITEM\n16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT**\n\n \n\nOn\nJuly 12, 2024, the audit committee of our board approved the dismissal of Marcum Asia CPAs LLP. (“MarcumAsia”) as the Company’s\nindependent registered public accounting firm, effective July 8, 2024. The auditor’s report of MarcumAsia on the Company’s\nconsolidated financial statements as of and for the years ended December 31, 2022 and 2023 did not contain an adverse opinion or a disclaimer\nof opinion, and was not qualified or modified as to uncertainty, audit scope or accounting principles, except that the audit report contained\nan uncertainty about the Company’s ability to continue as a going concern.\n\n \n\nDuring\nthe year ended December 31, 2023 and through the subsequent interim period preceding MarcumAsia’s dismissal, there were no “disagreements”\n(as that term is defined in Item 304(a)(1)(iv) of Regulation S-K) between the Company and MarcumAsia on any matter of accounting principles\nor practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to the satisfaction\nof MarcumAsia would have caused MarcumAsia to make reference to the subject matter thereof in its reports for such fiscal years and interim\nperiod.\n\n \n\nDuring\nthe year ended December 31, 2023 and through the subsequent interim period preceding the dismissal of MarcumAsia, there were no “reportable\nevents” within the meaning of Item 16F(a)(1)(v) of Form 20-F, other than material weaknesses in the Company’s internal control\nover financial reporting, occurred within the two fiscal years of the Company ended December 31, 2022 and 2023 and subsequently up to\nthe date of dismissal, the material weaknesses relate to (1) lack of sufficient financial reporting and accounting personnel, especially\nthose with U.S. GAAP knowledge, and (2) lack of a proper and timely financial account closing procedures for certain expenditures.\n\n \n\nWe furnished a copy of this disclosure to MarcumAsia and have requested\nthat MarcumAsia furnish us with a letter addressed to the SEC stating whether such firm agrees with the above statements or, if not, stating\nthe respects in which it does not agree. We have received the requested letter from MarcumAsia, and a copy of the letter was furnished\nas Exhibit 99.1 to the report on Form 6-K we furnished to the Commission on July 12, 2024.\n\n \n\nOn\nJuly 12, 2024, the Audit Committee approved the engagement of JWF Assurance PAC (“JWF”) as the Company’s independent\nregistered public accounting firm to audit the Company’s consolidated financial statements as of and for the fiscal year ending\nDecember 31, 2024. On July 12, 2024, the Audit Committee approved the engagement of JWF as the Company’s independent registered\npublic accounting firm to audit the Company’s consolidated financial statements as of and for the fiscal year ending December 31,\n2025.\n\n \n\nDuring\nthe year ended December 31, 2023 and through the subsequent interim period preceding JWF’s engagement, the Company has not consulted\nwith JWF regarding (i) the application of accounting principles to a specified transaction, either completed or proposed; or the type\nof audit opinion that might be rendered on the Company’s financial statements, and neither a written report was provided to the\nCompany nor oral advice was provided that JWF concluded was an important factor considered by the Company in reaching a decision as to\nthe accounting, auditing or financial reporting issue, or (ii) any matter that was either the subject of a disagreement (as defined in"}