6-K
Cango Inc. (CANG)
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
OF THE SECURITIES EXCHANGE ACT OF 1934
For the month of March 2025
Commission File Number: 001-38590
CANGO INC.
8F, New Bund Oriental Plaza II
556 West Haiyang Road, Pudong New Area
Shanghai 200124
People’s Republic of China
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F x Form 40-F ¨
EXHIBIT INDEX
Exhibit 99.2 — Amendment No.1 to the Sales and Purchase Agreement, dated March 25, 2025
2
SIGNATURE
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.
| CANGO INC. | |
|---|---|
| By: | /s/ Yongyi Zhang |
| Name: | Yongyi Zhang |
| Title: | Chief Financial Officer |
Date: March 26, 2025
3
Exhibit 99.1
Cango Inc. Announces Extension of Deadlineto Close Share-Settled Crypto Mining Assets Acquisitions
SHANGHAI, March 26, 2025 -- Cango Inc. (NYSE: CANG) (“Cango” or the “Company”) today announced an extension of the deadline to close its proposed acquisitions of on-rack crypto mining machines with an aggregate hashrate of 18 Exahash per second (“EH”) through issuance of Class A ordinary shares of the Company to the sellers (the “Share-Settled Transactions”). The Company announced signing of the On-Rack Sales and Purchase Agreement (the “Purchase Agreement”) for the Share-Settled Transactions on November 6, 2024, which contemplated closing of the Share-Settled Transactions by March 31, 2025 (the “Long Stop Date”). The Company announced on March 14, 2025 that it received a preliminary non-binding letter of intent (the “Letter of Intent”) from Enduring Wealth Capital Limited (“EWCL”), which proposed acquisition of control of the Company by EWCL and disposal of the Company’s existing business in the PRC to a buyer introduced by EWCL. As the transactions proposed in the Letter of Intent may affect certain provisions in the Purchase Agreement, the Company reached an amendment agreement with the sellers for the Share-Settled Transactions on March 25, 2025 for the sole purpose of extending the Long Stop Date to July 31, 2025 so that the Company and the sellers have sufficient time to assess the necessity of any further revisions to the Purchase Agreement if the Company decides to pursue any of the transactions proposed in the Letter of Intent.
As previously announced by the Company, the Company completed the acquisition of on-rack crypto mining machines with an aggregate hashrate of 32EH for a total purchase price of US$256 million in cash, or the Cash-Settled Transaction, on November 15, 2024. The closing of the Share-Settled Transactions is subject to certain closing conditions that are yet to be satisfied or waived and the Company is working with the relevant parties towards the closing of the Share-Settled Transactions. There can be no assurance that the closing conditions will be satisfied nor that the Share-Settled Transactions will be completed before the extended Long Stop Date or at all.
About Cango Inc.
Cango Inc. (NYSE: CANG) primarily operates a leading Bitcoin mining business. Headquartered in Shanghai, China, Cango has deployed its mining operation across strategic locations including North America, Middle East, South America, and East Africa. Cango expanded into the crypto assets market in November 2024, driven by the development in blockchain technology, increasing prevalence of crypto assets and its endeavor to diversify its business. Meanwhile, Cango has continued to operate the automotive transaction service in China since 2010, aiming to make car purchases simple and enjoyable. For more information, please visit: www.cangoonline.com.
1
Safe Harbor Statement
This announcement contains forward-looking statements. These statements are made under the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates” and similar statements. Cango may also make written or oral forward-looking statements in its periodic reports to the SEC, in its annual report to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Statements that are not historical facts, including statements about Cango’s beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to the following: Cango’s goal and strategies; Cango’s expansion plans; Cango’s future business development, financial condition and results of operations; Cango’s expectations regarding demand for, and market acceptance of, its solutions and services; Cango’s expectations regarding keeping and strengthening its relationships with dealers, financial institutions, car buyers and other platform participants; general economic and business conditions; and assumptions underlying or related to any of the foregoing. Further information regarding these and other risks is included in Cango’s filings with the SEC. All information provided in this press release and in the attachments is as of the date of this press release, and Cango does not undertake any obligation to update any forward-looking statement, except as required under applicable law.
Investor RelationsContact
Yihe Liu
Cango Inc.
Tel: +86 21 3183 5088 ext.5581
Email: ir@cangoonline.com
Helen Wu
Piacente Financial Communications
Tel: +86 10 6508 0677
Email: ir@cangoonline.com
2
Exhibit 99.2
EXECUTION VERSION
AMENDMENT NO. 1 TO THE SALES AND PURCHASE AGREEMENT
This AMENDMENT NO. 1 (this “Amendment”), dated as of March 25, 2025, to the Sales and Purchase Agreement (as defined below), is made by and among:
| (a) | Golden TechGen Limited, a company incorporated under the laws of British Virgin Islands (“GT”);<br>and |
|---|---|
| (b) | Cango Inc., an exempted company incorporated with limited liability under the laws of the Cayman Islands<br>(the “Purchaser”). |
| --- | --- |
Capitalized terms not defined in this Amendment shall have the meaning ascribed to it in the Sales and Purchase Agreement.
RECITALS
WHEREAS, the Purchaser and the Sellers entered into an On-Rack Sales and Purchase Agreement, dated November 6, 2024 (as may be amended, supplemented, modified and varied from time to time, the “Sales and Purchase Agreement”), pursuant to which the Purchaser agrees to purchase the Purchased Assets from the Sellers in accordance with the terms and conditions set forth therein; and
WHEREAS, pursuant to Clause 16 of the Sales and Purchase Agreement, the Purchaser and GT intend to amend the Sales and Purchase Agreement as set forth in this Amendment, and this Amendment shall be binding on all the Parties to the Sales and Purchase Agreement.
NOW, THEREFORE, in consideration of the promises and the mutual covenants and agreements hereinafter contained, and intending to be legally bound, the Purchaser and GT hereby agree as follows:
Section 1. Amendments.
(a) The reference to “March 31, 2025” in Clause 11 of the Sales and Purchase Agreement shall be replaced with “July 31, 2025”.
Section 2. No Other Amendment. The Purchaser and GT hereby confirm that, (i) all references to “this Agreement” in the Sales and Purchase Agreement and any other Transaction Document shall be deemed to mean the Sales and Purchase Agreement, as amended by this Amendment, and (ii) except as expressly set forth herein, the terms and conditions of the Sales and Purchase Agreement shall not be or be deemed to be amended, modified or waived by this Amendment and shall continue in full force and effect.
Section 3. Miscellaneous. Clause 10 (Confidentiality and Communications), Clause 12 (Notice), Clause 20 (Governing Law and Dispute Resolution), Clause 22 (Counterparts and Electronic Signatures) and Clause 23 (Specific Performance) of the Sales and Purchase Agreement shall apply to this Amendment mutatis mutandis.
Section 4. Governing Law. This Amendment shall be governed by, and construed in accordance with, the Laws of the Hong Kong Special Administrative Region without giving effect to any choice or conflict of law provision or rule thereof.
Section 5. Transaction Document. This Amendment shall constitute a Transaction Document for purposes of the Sales and Purchase Agreement and each other Transaction Document. In the event of any conflict between the terms of this Amendment and the terms of the Sales and Purchase Agreement, the terms of this Amendment shall prevail.
** REMAINDER OF PAGE INTENTIONALLY LEFT BLANK **
[SignaturePage to Share Purchase and Subscription Agreement]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as a deed as of the date first written above.
SIGNEDas a deed
By GOLDEN TECHGEN LIMITED
Acting by
| /s/ Jinxiang Leo Li | |
|---|---|
| Name: | Jinxiang Leo Li |
| Title: | Director |
[Signature Page to Amendment No. 1]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as a deed as of the date first written above.
SIGNEDas a deed
By CANGO INC.
Acting by
| /s/ Xiaojun Zhang | |
|---|---|
| Name: | Xiaojun Zhang |
| Title: |
[SignaturePage to Amendment No. 1]