Cango Inc. Amends Crypto Mining Assets Acquisition, Issues 146.67 Million Shares

Cango Inc. has announced a third amendment to its share-settled crypto mining assets acquisitions, further adjusting the terms of its agreement to acquire on-rack crypto mining machines. The original agreement, signed on November 6, 2024, involved the acquisition of crypto mining machines with an aggregate hashrate of 18 Exahash per second through the issuance of Class A ordinary shares. The latest amendment, effective June 4, 2025, modifies the number of shares to be issued to the sellers based on the updated total number of shares outstanding on a fully diluted basis. As a result, a total of 146,670,925 Class A ordinary shares will be issued at closing, with an additional 97,780,616 bonus shares potentially issuable upon the triggering of specific events as outlined in the original agreement.

The amendment also addresses changes necessitated by the company's sale of its PRC business, which was completed on May 27, 2025. Under the original terms, the company would have been required to issue additional shares if the net asset value of its PRC business decreased by RMB50 million or more by the end of 2026 compared to September 30, 2024. The third amendment adjusts this requirement, stipulating that additional shares will be issued if the total consideration from the PRC business disposal is reduced by approximately US$7.0 million or more. This reduction could result from indemnifiable losses payable to the buyer or the portion of the purchase price held back by the buyer and not released to the company.

Upon closing of the amended share-settled transactions, Golden TechGen Limited (GT), expected to be the largest seller, will own approximately 18.79% of the company's total outstanding shares. Collectively, all sellers in the share-settled transactions will own approximately 41.38% of the company's total outstanding shares before the issuance of any bonus shares or adjustment shares.

Additionally, the company announced a definitive agreement on June 2, 2025, involving its co-founders, Mr. Xiaojun Zhang and Mr. Jiayuan Lin, and their holding company, Enduring Wealth Capital Limited (EWCL). Upon completion of the transactions contemplated by this agreement, assuming the share-settled transactions are consummated as amended and no bonus shares or adjustment shares are issued, EWCL will hold approximately 2.82% of the company's total outstanding shares and 36.74% of the total voting power. The founders collectively will hold 18.54% of the total outstanding shares and 12.07% of the total voting power, while GT will hold 18.79% of the total outstanding shares and 12.23% of the total voting power.

GT recently underwent a change of control, with Mr. Max Hua, the previous owner, no longer holding any shares. The new shareholders are Mr. Ning Wang, Mr. Youngil Kim, and Mr. Wye Sheng Kong, each holding one-third of the total voting power of GT's shares. Mr. Ning Wang, CFA, FRM, is a finance professional with over 16 years of experience in equities, fixed-income, and digital-asset markets. Mr. Youngil Kim has extensive experience in fintech, strategic planning, and business development, particularly in the crypto and blockchain industry. Mr. Wye Sheng Kong has rich experience in treasury management, wealth planning, banking operations, and financial advisory services. Pursuant to the third amendment, Mr. Ning Wang or his successor, approved by the company's board of directors, will exercise the director nomination and appointment rights previously granted to Mr. Hua.

The closing of the share-settled transactions is subject to certain conditions that are yet to be satisfied or waived. The company is working with relevant parties to meet these conditions, but there is no assurance that the transactions will be completed by the stipulated closing date or at all. Cango Inc. 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 and the growing adoption of digital assets. 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.