Cango Inc. Announces Fourth Amendment to Share-Settled Crypto Mining Assets Acquisitions

Rhea-AI Summary

Cango Inc. (NYSE: CANG) has announced a fourth amendment to its November 2024 Purchase Agreement for acquiring crypto mining machines with 18 Exahash/second capacity through share issuance. The amendment modifies the hashrate distribution and corresponding Class A ordinary share allocation among sellers, including Golden TechGen Limited, Fortune Peak Limited, and Silver Crest Limited. Upon closing, Golden TechGen Limited will become the largest shareholder with approximately 19.85% ownership. The total hashrate (18 Exahash/s), total shares to be issued at closing, and potential bonus shares remain unchanged. The transaction's completion depends on satisfying certain closing conditions, with no guarantee of completion by the stipulated date.

Positive

• Acquisition of significant mining capacity of 18 Exahash per second strengthens company's crypto mining capabilities
• Strategic restructuring of share distribution maintains the same total hashrate while optimizing seller allocation

Negative

• Potential significant shareholder dilution with Golden TechGen Limited acquiring 19.85% ownership
• Uncertainty in transaction completion due to pending closing conditions
• Risk of share price volatility due to large-scale share issuance

Insights

Cryptocurrency and Blockchain Analyst

Cango's fourth amendment to crypto mining acquisition maintains 18EH/s total hashrate but redistributes ownership stakes among sellers.

Cango's fourth amendment to its crypto mining machine acquisition agreement represents a significant structural adjustment to the previously announced transaction. While maintaining the overall scale of 18 Exahash per second of computing power, this amendment reorganizes how the hashrate and corresponding shares will be distributed among the selling parties.

The most notable aspect is that Golden TechGen Limited (GT) will emerge as the largest seller and consequently control approximately 19.85% of Cango's total outstanding shares post-closing. This level of ownership gives GT substantial influence, though not control, over Cango's future governance decisions.

The amendment specifically alters the distribution of hashrate between GT, Fortune Peak Limited, and Silver Crest Limited, with proportional adjustments to both the initial share issuance and potential bonus shares tied to performance triggers. Importantly, the aggregate transaction size remains unchanged in terms of both total hashrate acquired and total shares to be issued.

Investors should note the transaction remains subject to closing conditions that haven't yet been satisfied, with explicit language that there's no guarantee the deal will close by the stipulated date or at all. This fourth amendment, following three previous modifications since November 2024, suggests ongoing negotiation complexities that could potentially impact the final execution of this strategic pivot into crypto mining.

HONG KONG, June 23, 2025 /PRNewswire/ -- 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. 

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: ir@cangoonline.com 

Helen Wu
Piacente Financial Communications
Tel: +86 10 6508 0677
Email: ir@cangoonline.com

 

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SOURCE Cango Inc.

FAQ

What changes were made in Cango's (CANG) fourth amendment to the crypto mining acquisition agreement?

The fourth amendment adjusted the distribution of hashrate and corresponding Class A ordinary shares among sellers, including Golden TechGen Limited, Fortune Peak Limited, and Silver Crest Limited, while maintaining the total 18 Exahash/second capacity and total share issuance.

How many shares will Golden TechGen Limited own in Cango (CANG) after the transaction?

Upon closing, Golden TechGen Limited will own approximately 19.85% of Cango's total outstanding shares, becoming the largest shareholder from this transaction.

What is the total mining capacity being acquired by Cango (CANG) in this transaction?

Cango is acquiring crypto mining machines with a total hashrate capacity of 18 Exahash per second.

When was the original Purchase Agreement signed by Cango (CANG)?

The original Purchase Agreement was signed on November 6, 2024.

Is the Cango (CANG) crypto mining acquisition guaranteed to close?

No, the transaction's completion is subject to certain closing conditions that are yet to be satisfied or waived, with no guarantee of completion by the stipulated closing date or at all.