| SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment
No. 2
)*
|
Cango Inc. (Name of Issuer) |
Class A Ordinary Shares, par value US$0.0001 per share (Title of Class of Securities) |
137586103 (CUSIP Number) |
12/31/2024 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule
13d-1(b) |
| Rule
13d-1(c) |
 Rule
13d-1(d) |
SCHEDULE 13G |
| CUSIP No. | 137586103 |
| 1 | Names of Reporting Persons Boyu Capital Fund III, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization CAYMAN ISLANDS | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 23,635,636.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 10.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) PN |
Comment for Type of Reporting Person:
Boyu Capital Fund III, L.P. owns 100% of the shares of Galactic Gain Limited, which directly holds 23,635,636 Class A ordinary shares of the Issuer represented by ADSs.
Percentage in Row 11 is calculated based on a total of 217,835,808 outstanding ordinary shares of the Issuer, as reported in the Issuer's annual report on form 20-F for the fiscal year ended December 31, 2023 filed with the Securities and Exchange Commission (the "SEC") on April 26, 2024.
SCHEDULE 13G |
| CUSIP No. | 137586103 |
| 1 | Names of Reporting Persons Galactic Gain Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization CAYMAN ISLANDS | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 23,635,636.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 10.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) CO |
Comment for Type of Reporting Person:
Galactic Gain Limited directly holds 23,635,636 Class A ordinary shares of the Issuer represented by ADSs.
Percentage in Row 11 is calculated based on a total of 217,835,808 outstanding ordinary shares of the Issuer, as reported in the Issuer's annual report on form 20-F for the fiscal year ended December 31, 2023 filed with the SEC on April 26, 2024.
SCHEDULE 13G |
| CUSIP No. | 137586103 |
| 1 | Names of Reporting Persons Boyu Capital General Partner III, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization CAYMAN ISLANDS | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 23,635,636.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 10.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) PN |
Comment for Type of Reporting Person:
Boyu Capital General Partner III, L.P. is the general partner of Boyu Capital Fund III, L.P., which owns 100% of the shares of Galactic Gain Limited. Galactic Gain Limited directly holds 23,635,636 Class A ordinary shares of the Issuer represented by ADSs.
Percentage in Row 11 is calculated based on a total of 217,835,808 outstanding ordinary shares of the Issuer, as reported in the Issuer's annual report on form 20-F for the fiscal year ended December 31, 2023 filed with the SEC on April 26, 2024.
SCHEDULE 13G |
| CUSIP No. | 137586103 |
| 1 | Names of Reporting Persons Boyu Capital General Partner III, Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization CAYMAN ISLANDS | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 23,635,636.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 10.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) CO |
Comment for Type of Reporting Person:
Boyu Capital General Partner III, Ltd. is the general partner of Boyu Capital General Partner III, L.P., the general partner of Boyu Capital Fund III, L.P., which owns 100% of the shares of Galactic Gain Limited. Galactic Gain Limited directly holds 23,635,636 Class A ordinary shares of the Issuer represented by ADSs.
Percentage in Row 11 is calculated based on a total of 217,835,808 outstanding ordinary shares of the Issuer, as reported in the Issuer's annual report on form 20-F for the fiscal year ended December 31, 2023 filed with the SEC on April 26, 2024.
SCHEDULE 13G |
| CUSIP No. | 137586103 |
| 1 | Names of Reporting Persons Boyu Capital Group Holdings Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization CAYMAN ISLANDS | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 23,635,636.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 10.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) CO |
Comment for Type of Reporting Person:
Boyu Capital Group Holdings Ltd. holds 100% of the shares of Boyu Capital General Partner III, Ltd., which is the general partner of Boyu Capital General Partner III, L.P. The latter is the general partner of Boyu Capital Fund III, L.P., which owns 100% of the shares of Galactic Gain Limited. Galactic Gain Limited directly holds 23,635,636 Class A ordinary shares of the Issuer represented by ADSs.
Percentage in Row 11 is calculated based on a total of 217,835,808 outstanding ordinary shares of the Issuer, as reported in the Issuer's annual report on form 20-F for the fiscal year ended December 31, 2023 filed with the SEC on April 26, 2024.
SCHEDULE 13G |
| CUSIP No. | 137586103 |
| 1 | Names of Reporting Persons Boyu Group, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization CAYMAN ISLANDS | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 23,635,636.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 10.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) CO |
Comment for Type of Reporting Person:
Boyu Group, LLC holds 100% of the shares of Boyu Capital Group Holdings Ltd., which holds 100% of the shares of Boyu Capital General Partner III, Ltd., the general partner of Boyu Capital General Partner III, L.P. Boyu Capital General Partner III, L.P. is the general partner of Boyu Capital Fund III, L.P., which owns 100% of the shares of Galactic Gain Limited. Galactic Gain Limited directly holds 23,635,636 Class A ordinary shares of the Issuer represented by ADSs.
Percentage in Row 11 is calculated based on a total of 217,835,808 outstanding ordinary shares of the Issuer, as reported in the Issuer's annual report on form 20-F for the fiscal year ended December 31, 2023 filed with the SEC on April 26, 2024.
SCHEDULE 13G |
| CUSIP No. | 137586103 |
| 1 | Names of Reporting Persons XYXY Holdings Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization VIRGIN ISLANDS, BRITISH | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 23,635,636.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 10.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) CO |
Comment for Type of Reporting Person:
XYXY Holdings Ltd. is the controlling shareholder of Boyu Group, LLC, which holds 100% of the shares of Boyu Capital Group Holdings Ltd. Boyu Capital Group Holdings Ltd. holds 100% of the shares of Boyu Capital General Partner III, Ltd., which is the general partner of Boyu Capital General Partner III, L.P. Boyu Capital General Partner III, L.P. is the general partner of Boyu Capital Fund III, L.P., which owns 100% of the shares of Galactic Gain Limited. Galactic Gain Limited directly holds 23,635,636 Class A ordinary shares of the Issuer represented by ADSs.
Percentage in Row 11 is calculated based on a total of 217,835,808 outstanding ordinary shares of the Issuer, as reported in the Issuer's annual report on form 20-F for the fiscal year ended December 31, 2023 filed with the SEC on April 26, 2024.
SCHEDULE 13G |
| CUSIP No. | 137586103 |
| 1 | Names of Reporting Persons Xiaomeng Tong | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization HONG KONG | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 23,635,636.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 10.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN |
Comment for Type of Reporting Person:
Xiaomeng Tong holds 100% of the shares of XYXY Holdings Ltd., which is the controlling shareholder of Boyu Group, LLC, which holds 100% of the shares of Boyu Capital Group Holdings Ltd. Boyu Capital Group Holdings Ltd. holds 100% of the shares of Boyu Capital General Partner III, Ltd., which is the general partner of Boyu Capital General Partner III, L.P. Boyu Capital General Partner III, L.P. is the general partner of Boyu Capital Fund III, L.P., which owns 100% of the shares of Galactic Gain Limited. Galactic Gain Limited directly holds 23,635,636 Class A ordinary shares of the Issuer represented by ADSs.
Percentage in Row 11 is calculated based on a total of 217,835,808 outstanding ordinary shares of the Issuer, as reported in the Issuer's annual report on form 20-F for the fiscal year ended December 31, 2023 filed with the SEC on April 26, 2024.
SCHEDULE 13G |
| Item 1. | ||
| (a) | Name of issuer: Cango Inc. | |
| (b) | Address of issuer's principal executive
offices: 8F, New Bund Oriental Plaza II, 556 West Haiyang Road, Pudong New Area, Shanghai, China, 200124 | |
| Item 2. | ||
| (a) | Name of person filing: Galactic Gain Limited
Boyu Capital Fund III, L.P.
Boyu Capital General Partner III, L.P.
Boyu Capital General Partner III, Ltd.
Boyu Capital Group Holdings Ltd.
Boyu Group, LLC
XYXY Holdings Ltd.
Xiaomeng Tong
The above persons have agreed to jointly file this statement pursuant to Rule 13d-1(k). A copy of such agreement is attached as an exhibit to this statement.
Any disclosure herein with respect to persons other than the Reporting Persons is made on information and belief after making inquiry to the appropriate parties.
Galactic Gain Limited is an exempted company incorporated under the laws of the Cayman Islands. Boyu Capital Fund III, L.P., a limited partnership organized under the laws of the Cayman Islands, holds 100% of the outstanding shares of Galactic Gain Limited. Boyu Capital General Partner III, L.P., a limited partnership organized under the laws of the Cayman Islands, is the general partner of Boyu Capital Fund III, L.P. Boyu Capital General Partner III, Ltd., an exempted company incorporated under the laws of the Cayman Islands, is the general partner of Boyu Capital General Partner III, L.P. Boyu Capital Group Holdings Ltd., an exempted company incorporated under the laws of the Cayman Islands, holds 100% of the outstanding shares of Boyu Capital General Partner III, Ltd.Boyu Group, LLC, a limited liability company incorporated under the laws of the Cayman Islands, holds 100% of the outstanding shares of Boyu Capital Group Holdings Ltd.
XYXY Holdings Ltd., a company incorporated under the laws of the British Virgin Islands, is the controlling shareholder of Boyu Group, LLC. Xiaomeng Tong holds 100% of the outstanding shares in XYXY Holdings Ltd. | |
| (b) | Address or principal business office or, if
none, residence: c/o Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands | |
| (c) | Citizenship: The information required by Item 2(c) is set forth in Row 4 of the cover page for each Reporting Person which is incorporated herein by reference. | |
| (d) | Title of class of securities: Class A Ordinary Shares, par value US$0.0001 per share | |
| (e) | CUSIP No.: 137586103 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); | |
| (i) | A
church plan that is excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: | |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned: See responses on the cover page hereto. | |
| (b) | Percent of class: See responses on the cover page hereto. % | |
| (c) | Number of shares as to which the person has: | |
| (i) Sole power to vote or to direct the vote: See responses on the cover page hereto. | ||
| (ii) Shared power to vote or to direct the
vote: See responses on the cover page hereto. | ||
| (iii) Sole power to dispose or to direct the
disposition of: See responses on the cover page hereto. | ||
| (iv) Shared power to dispose or to direct the
disposition of: See responses on the cover page hereto. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
Not Applicable
|
| SIGNATURE | |
After reasonable inquiry and to the
best of my knowledge and belief, I certify that the information set forth in this statement is
true, complete and correct. |
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Exhibit
Information |
Exhibit A - Joint Filing Agreement |