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 June 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. 4 to the Sales and Purchase Agreement, dated June 23, 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/ Jiayuan Lin |
| Name: | Jiayuan Lin |
| Title: | Director and Chief Executive Officer |
Date: June 23, 2025
3
Exhibit 99.1
Cango Inc. Announces Fourth Amendment to Share-SettledCrypto Mining Assets Acquisitions
HONG KONG, June 23, 2025 -- Cango Inc. (NYSE: CANG) ("Cango" or the "Company") today announced that it has entered into the fourth amendment (the “Fourth Amendment”) to the On-Rack Sales and Purchase Agreement (the “Purchase Agreement”) dated November 6, 2024 for the acquisitions of on-rack crypto mining machines with an aggregate hashrate of 18 Exahash per second through issuance of Class A ordinary shares of the Company to the sellers (the “Share-Settled Transactions”).
The Company announced signing of the Purchase Agreement on November 6, 2024, and amendments to the agreement on March 26, 2025, April 3, 2025 and June 4, 2025. The Fourth Amendment adjusted the split of hashrate represented by the crypto mining machines sold by certain sellers, including Golden TechGen Limited ("GT"), Fortune Peak Limited and Silver Crest Limited, and accordingly, adjusted the split of the number of Class A ordinary shares to be issued to these sellers at closing and the bonus shares that may be issued to these sellers upon the bonus triggering event as provided in the original Purchase Agreement. Upon closing of the Share-Settled Transactions as amended (and before completion of the transactions contemplated by the definitive agreement announced by the Company on June 2, 2025), GT, which is expected to be the largest seller in these transactions, will own approximately 19.85% of the Company’s total outstanding shares. The total hashrate represented by the crypto mining machines sold by all sellers, the total number of Class A ordinary shares of the Company to be issued to all sellers at the closing and the total number of bonus shares to be issued to all sellers upon the bonus triggering event remain unchanged.
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 contemplated closing date stipulated in the Purchase Agreement or at all.
About Cango Inc.
Cango Inc. (NYSE: CANG) is primarily engaged in the Bitcoin mining business, with operations strategically deployed across North America, the Middle East, South America, and East Africa. The Company entered the crypto asset space in November 2024, driven by advancements in blockchain technology, the growing adoption of digital assets, and its commitment to diversifying its business portfolio. In parallel, Cango continues to operate an online international used car export business through AutoCango.com, making it easier for global customers to access high-quality vehicle inventory from China. 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: 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.
Investor Relations Contact
Yihe Liu
Cango Inc.
Tel: +86 21 3183 5088 ext.5581
Email: [email protected]
Helen Wu
Piacente Financial Communications
Tel: +86 10 6508 0677
Email: [email protected]
2
Exhibit 99.2
EXECUTION VERSION
*** Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and is the type the registrant treats as private or confidential. Such omitted information is indicated by brackets (“[Redacted]”) in this exhibit. ***
**AMENDMENT NO.**4 TO THE SALES AND PURCHASE AGREEMENT
This AMENDMENT NO. 4 (this “Amendment”), dated as of June 23, 2025 (the “Effective Date”), to the Sales and Purchase Agreement (as defined below), is made by and between:
| (a) | Golden TechGen Limited, a company incorporated under the laws of British<br>Virgin Islands (“GT”); 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 (as defined below).
RECITALS
WHEREAS, the Purchaser and the Sellers entered into an On-Rack Sales and Purchase Agreement, dated November 6, 2024 (as amended by Amendment No. 1 to the Sales and Purchase Agreement dated as of March 25, 2025 entered into by and between GT and the Purchaser (the “Amendment No. 1”), Amendment No. 2 to the Sales and Purchase Agreement dated as of April 3, 2025 entered into by and between GT and the Purchaser (the “Amendment No. 2”), Amendment No.3 to the Sales and Purchase Agreement dated as of June 4, 2025 entered into by and among GT, the Purchaser and certain other parties thereto (the “Amendment No.3”), and as may be further 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;
WHEREAS, the parties hereto 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 parties hereto hereby agree as follows:
Section 1. List of Sellers. Section 1 of Appendix A of the Sales and Purchase Agreement shall be replaced with the following in its entirety.
1 List of Sellers and Details of Products
| Sellers | Total hashrate (T) represented by the Products |
|---|---|
| Golden TechGen Limited, a company incorporated under the laws of the British Virgin Islands | [Redacted] |
| Fortune Peak Limited, a company incorporated under the laws of the British Virgin Islands | [Redacted] |
| Silver Crest Limited, a company incorporated under the laws of the British Virgin Islands | [Redacted] |
| --- | --- |
| Novo Start Global (BVI) Inc., a company incorporated under the laws of the British Virgin Islands | [Redacted] |
| ECHO ONE CONSULTANCY PTE. LTD, a company incorporated under the laws of Singapore | [Redacted] |
| Zentek Limited, a company incorporated under the laws of Hong Kong | [Redacted] |
| Hashing LLC., a limited liability company incorporated under the laws of the United States | [Redacted] |
| Spider Digital PTE. Ltd., a company incorporated under the laws of Singapore | [Redacted] |
Section 2. No Other Amendment. The parties hereto hereby confirm that, (a) 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 the Amendment No. 1, the Amendment No. 2, the Amendment No. 3 and this Amendment, and (b) 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 (Notices), Clause 20 (Governing Law andDispute 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. 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 **
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as a deed as of the date first written above.
SIGNED as a deed
By GOLDEN TECHGEN LIMITED
Acting by
| /s/<br> Ning Wang |
|---|
| Name: Ning Wang |
| Title: Director |
[SignaturePage to Amendment No.4]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as a deed as of the date first written above.
SIGNED as a deed
By CANGO INC.
Acting by
| /s/ Jiayuan Lin |
|---|
| Name: Jiayuan Lin (林佳元) |
| Title: Director |
[Signature Page to Amendment No.4]