Cango Inc. (CANG) announced its third amendment to the On-Rack Sales and Purchase Agreement dated November 6, 2024, for acquiring crypto mining machines with an 18 Exahash per second hashrate.
Under this Third Amendment, the Company will issue 146,670,925 Class A ordinary shares to the sellers at closing, with up to 97,780,616 bonus shares possible upon a triggering event.
The amendment adjusts share issuance based on the Company's fully diluted outstanding shares and reflects changes due to Cango's May 27, 2025 sale of its PRC business. The amendment changes the criteria for issuing additional "Adjustment Shares" if the PRC Business Disposal consideration is reduced by about US$7 million or more. This reduction may arise from indemnifiable losses or withheld purchase price portions, and additional shares will be issued proportionally if the reduction exceeds the threshold and increases over time.
Post-closing, Golden TechGen Limited - GT, the largest seller, will own about 18.79% of Cango's total shares, with all sellers holding approximately 41.38% before any bonus or adjustment shares issuance.
Separately, on June 2, 2025, Cango announced a definitive agreement with co-founders Xiaojun Zhang and Jiayuan Lin, and Enduring Wealth Capital Limited (EWCL). After these transactions and assuming no bonus or adjustment shares, EWCL will hold 2.82% of total shares and 36.74% voting power; the founders will hold 18.54% of shares and 12.07% voting power; and GT will hold 18.79% shares and 12.23% voting power.
GT recently changed control: Mr. Max Hua no longer holds shares, replaced by three new shareholders—Ning Wang, Youngil Kim, and Wye Sheng Kong—each holding one-third voting power. Ning Wang, a finance professional, will assume director nomination rights previously held by Mr. Hua.
The Share-Settled Transactions closing depends on conditions yet to be met or waived, and completion is not guaranteed.
Wednesday, CANG closed at $5.24, up 6.29%, and traded after hours at $5.30, rising 1.15% on the NYSE.
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