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 May 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 and Waiver to the Share Purchase Agreement, dated May 23, 2025
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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/ Jiayuan Lin |
| Name: | Jiayuan Lin |
| Title: | Director and Chief Executive Officer |
Date: May 27, 2025
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Exhibit 99.1
Cango Inc. Announces Closing of PRC BusinessDisposal and Certain Changes to Board of Directors and Senior Management
SHANGHAI, May 27, 2025 -- Cango Inc. (NYSE: CANG) ("Cango" or the "Company") today announced that it has completed the previously announced disposal of all of its business in the PRC (the “PRC Business”). The Company announced on April 3, 2025 that it entered into definitive agreements to sell its PRC Business to Ursalpha Digital Limited (the “Purchaser”) for a total consideration of approximately US$351.94 million in cash (the “PRC Business Disposal”), and announced on May 16, 2025 that its shareholders approved the PRC Business Disposal. All closing conditions for the PRC Business Disposal were satisfied or waived and the transaction was closed on May 27, 2025.
Concurrently with closing of the PRC Business Disposal, the Company entered into a waiver and amendment agreement pursuant to which the Purchaser irrevocably waived its right to request the reversal of the PRC Business Disposal under certain circumstances as provided in the original agreements for the PRC Business Disposal, and the parties also waived or amended certain related provisions.
In addition, concurrently with closing of the PRC Business Disposal, Mr. Yongyi Zhang, Mr. Zhipeng Song, Mr. Dongsheng Zhou and Mr. Rong Liu resigned from their positions as directors of the Company, and Mr. Yongyi Zhang also resigned from his position as the chief financial officer of the Company. The board of directors of the Company have appointed Mr. Yanjun Lin and Mr. Haitian Lu as independent directors of the Company, effective May 27, 2025. Mr. Yanjun Lin has also been appointed as a member of the audit committee and the compensation committee of the Company’s board, and Mr. Haitian Lu has been appointed as a member of the audit committee and the nominating and corporate governance committee of the Company’s board. Mr. Jiayuan Lin was appointed as interim chief financial officer of the Company.
Mr. Yanjun Lin is a FinTech pioneer in digital banking and virtual asset wealth management, as well as a seasoned investment banker and investor. As a founding partner of I.N Capital, a blockchain and AI investment and consulting company, Mr. Lin focuses on financial market investments and services, particularly in AI and Web 3.0 technologies. Mr. Lin was also a senior investment banker at Credit Suisse and Barclays Capital. From 2021 to 2022, Mr. Lin was the chief executive officer for Asia at AMINA Bank AG, a FINMA-licensed Swiss bank specializing in virtual asset banking services, and from 2015 to 2021, the executive director and chief financial officer at 9F Inc. (NASDAQ: JFU), a FinTech company offering digital financial services. Mr. Lin graduated with a bachelor's degree from Guanghua School of Management at Peking University and obtained his EMBA degree from Tsinghua University PBC School of Finance. He is a fellow of the Aspen Institute’s China Fellowship Program and a member of the Aspen Global Leadership Network.
Prof. Haitian Lu is a professor in accounting and finance and the co-director of the Center for Economic Sustainability and Entrepreneurial Finance at the Hong Kong Polytechnic University, with aboundant expertise in FinTech, RegTech and SustainTech. Prof. Lu also serves as a director at Wiselaw Digital Technology Ltd., Wise International Development Ltd, Chinese FI Finance & Treasury Association of Hong Kong Limited, China Life Trustees Limited, Bosera Asset Management Co., Ltd. and Vitalink Technology Co., Ltd. Prof. Lu obtained his Ph.D in law from National University of Singapore, master of law from Liverpool University and bachelor of law from Nanjing University.
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As the Company no longer has any business in the PRC, the Company will submit a filing with the China Securities Regulatory Commission (“CSRC”) for the termination of the Company’s status as a “China Concept Stock” subject to CSRC’s jurisdiction.
About Cango Inc.
Cango Inc. (NYSE: CANG) primarily operates a leading Bitcoin mining business. Cango has deployed its mining operation across strategic locations including North America, the 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.
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: the completion, amendment or reversal of any transactions entered into, proposed or considered by Cango; 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.
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Investor Relations Contact
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
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Exhibit 99.2
EXECUTION VERSION
AMENDMENT AND WAIVER
This AMENDMENT AND WAIVER, dated as of May 23, 2025 (this “Amendment and Waiver”), is by and between:
| (i) | Cango Inc., an exempted company incorporated with limited liability under the Laws of the Cayman Islands (the “Seller”);<br>and |
|---|---|
| (ii) | Ursalpha Digital Limited, a company incorporated under the Laws of British Virgin Islands (the “Purchaser”). |
| --- | --- |
The parties to this Amendment and Waiver are collectively referred to as the “Parties” and individually, a “Party.”
WHEREAS, the Parties have entered into that certain Share Purchase Agreement, dated as of April 3, 2025 (as amended or restated, the “SPA”). Any capitalized term used but not defined herein shall have the meaning ascribed to such term in the SPA.
WHEREAS, the Purchaser has the right to, pursuant to Section 5.7 of the SPA, deliver a Sale Reversal Notice in connection with the occurrence of a Trigger Event;
WHEREAS, pursuant to Section 6.3(b) of the SPA, the Voting Proxy having been entered into and remaining in full force and effect is a condition to the obligations of the Seller to proceed to consummate the sale and purchase of the Sale Shares;
WHEREAS, each Party desires to consent to the amendments and waivers set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants, agreements and undertakings contained herein, and other good and valuable consideration, and subject to and on the terms and conditions set forth in this Amendment and Waiver, the receipt and sufficiency of which are hereby acknowledged, the Parties, each intending to be legally bound, hereby agree as follows:
SECTION 1. Voting Proxy.
| (a) | The Seller hereby irrevocably waives the condition set forth in Section 6.3(b) of the SPA as a condition to its obligations<br>to proceed to consummate the sale and purchase of the Sale Shares. |
|---|---|
| (b) | The Seller hereby irrevocably waives the Purchaser’s obligation under Section 2.6(c) of the SPA. |
| --- | --- |
| (c) | The Purchaser hereby irrevocably waives the Seller’s obligation under Section 2.5(e) of the SPA. |
| --- | --- |
SECTION 2. Sale Reversal. The Purchaser hereby irrevocably waives the right to deliver a Sale Reversal Notice pursuant to Section 5.7 of the SPA and confirms that it will not exercise any rights in respect of the Sale Reversal thereunder.
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SECTION 3. Termination Report. Section 5.4 of the SPA shall be deleted in its entirety and replaced with the following:
“As soon as practicable, but in any event within three (3) Business Days after the Closing Date, the Seller shall submit a report of the termination of the Seller’s status as a China Concept Stock (中概股) to the CSRC (the “Termination Report”), and shall promptly deliver a copy of the Termination Report to the Purchaser after such submission.
To the extent legally permissible, the Seller shall promptly notify the Purchaser of the receipt by it of all comments, feedbacks or communications (collectively, “Comments”) of CSRC with respect to the Termination Report, including any request for an amendment or supplement to such Termination Report, and shall provide the Purchaser and its counsel with copies of any written Comments and update the Purchaser in reasonable details with respect to oral Comments. The Seller shall use its reasonable efforts promptly to (i) provide responses to CSRC with respect to all such Comments received and (ii) resolve such objections, if any, as may be asserted by the CSRC with respect to the Termination Report. The Purchaser shall have the right to review the draft responses to be submitted to the CSRC in connection with any such Comments.”
SECTION 4. Compliance. The following language shall be inserted after Section 5.12 of the SPA as a new Section 5.13, to which, for the avoidance of doubt, Section 7.17 of the SPA shall apply in the event of any breach thereof:
“Section 5.13. Compliance. The Seller shall, and shall cause the Founders and their respective Affiliates to, comply in all material respects with applicable Laws where such compliance is required or necessary in connection with the transactions contemplated under the SPA, including such applicable Laws of the PRC. For the avoidance of doubt, the failure by the Founders and their respective Affiliates to comply with the obligations described in this Section 5.13 shall be deemed a breach by the Seller of this Section 5.13.”
SECTION 5. General Provisions.
| (a) | Except as expressly provided herein, nothing in this Amendment and Waiver shall be deemed to constitute a waiver of compliance by<br>any Party with respect to any other term, provision or condition of the SPA or shall be deemed or construed to amend, supplement or modify<br>the SPA or otherwise affect the rights and obligations of any Party thereto, all of which remain in full force and effect. |
|---|---|
| (b) | This Amendment and Waiver shall be binding upon and shall inure to the benefit of the Parties and their respective successors and<br>permitted assigns. |
| --- | --- |
| (c) | This Amendment and Waiver may be executed and delivered in any number of counterparts, each of which, when so executed, will be deemed<br>an original and all of which taken together will constitute one and the same agreement. Signatures of a Party which are sent to the other<br>Party by e-mail (pdf.) or by facsimile transmission shall be binding as evidence of acceptance to the terms hereof by such Party. |
| --- | --- |
| (d) | This Amendment and Waiver, the SPA, the Transaction Documents and any other documents and instruments and agreements among the Parties<br>as contemplated hereby and thereby or referred to herein and therein, constitute the entire agreement among the Parties with respect to<br>the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the Parties with respect<br>to the subject matter hereof. |
| --- | --- |
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IN WITNESS WHEREOF, the Parties have duly executed this Amendment and Waiver as of the date first written above.
| SELLER | |
|---|---|
| CANGO INC. | |
| By: | /s/ Jiayuan Lin |
| --- | --- |
Name: Jiayuan Lin ( ) |
|
| Title: Director |
[Signature Page to Amendment and Waiver]
IN WITNESS WHEREOF, the Parties have duly executed this Amendment and Waiver as of the date first written above.
| PURCHASER | |
|---|---|
| URSALPHA DIGITAL LIMITED | |
| By: | /s/ Chang-Wei Chiu |
| --- | --- |
| Name: Chang-Wei Chiu | |
| Title: Authorised Signatory |
[Signature Page to Amendment and Waiver]