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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
|
Cango Inc. (Name of Issuer) |
Class A Ordinary Shares, par value US$0.0001 per share (Title of Class of Securities) |
137586103 (CUSIP Number) |
Mr. Jiayuan Lin 8F, New Bund Oriental Plaza II, 556 West Haiyang Road, Pudong New Area Shanghai, F4, 200124 86-21-3183-5087 Yi Gao, Esq. Simpson Thacher & Bartlett, 35th Floor,, ICBC Tower, 3 Garden Road Central, Hong Kong, K3, 00000 852-2514-7600 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
01/02/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 137586103 |
| 1 |
Name of reporting person
Jiayuan Lin | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CHINA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
52,316,231.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
28.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Box 7, Box 9 and Box 11 -
Represents (i) 34,702,890 Class B ordinary shares held by Traveler Enterprise Limited, (ii) 2,730,370 Class A ordinary shares represented by American Depositary Shares that are beneficially owned by Traveler Enterprise Limited, (iii) 1 Class A ordinary share held by Medway Brilliant Holding Limited and (iv) 14,882,970 Class A ordinary shares that Mr. Jiayuan Lin has the right to acquire within 60 days after the date hereof pursuant to the terms of the options granted to him.
Box 13 -
The percentage of the class of securities beneficially owned by such reporting person is calculated based on (i) 135,751,299 Class A ordinary shares of the Issuer issued and outstanding as of March 31, 2024, as provided by the Issuer, (ii) 34,702,890 Class B ordinary shares beneficially owned by the reporting person, assuming the conversion of all such Class B ordinary shares into the same number of Class A ordinary shares and (iii) 14,882,970 Class A ordinary shares that Mr. Jiayuan Lin has the right to acquire within 60 days after the date hereof pursuant to the terms of the options granted to him, assuming such options were exercised.
The voting power of the shares beneficially owned by the reporting person represents 44.2 percent of the total outstanding voting power. The percentage of voting power is calculated by dividing the voting power beneficially owned by such reporting person by the voting power of (i) a total of 135,751,299 Class A ordinary shares and 72,978,677 Class B ordinary shares of the Issuer issued and outstanding as of March 31, 2024, as provided by the Issuer, as well as (ii) 14,882,970 Class A ordinary shares that Mr. Jiayuan Lin has the right to acquire within 60 days after the date hereof pursuant to the terms of the options granted to him, assuming such options were exercised. In respect of all matters subject to a shareholders' vote, each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to 20 votes, voting together as one class. Each Class B ordinary share is convertible into one Class A ordinary share at any time by the holder thereof. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances.
SCHEDULE 13D
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| CUSIP No. | 137586103 |
| 1 |
Name of reporting person
Traveler Holdings Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
VIRGIN ISLANDS, BRITISH
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
37,433,260.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
22.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Box 7, Box 9 and Box 11 -
Represents (i) 34,702,890 Class B ordinary shares held by Traveler Enterprise Limited and (ii) 2,730,370 Class A ordinary shares represented by American Depositary Shares that are beneficially owned by Traveler Enterprise Limited. Traveler Enterprise Limited is wholly owned by Traveler Holdings Limited.
Box 13 -
The percentage of the class of securities beneficially owned by such reporting person is calculated based on (i) 135,751,299 Class A ordinary shares of the Issuer issued and outstanding as of March 31, 2024 and (ii) 34,702,890 Class B ordinary shares beneficially owned by the reporting person, assuming the conversion of all such Class B ordinary shares into the same number of Class A ordinary shares.
SCHEDULE 13D
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| CUSIP No. | 137586103 |
| 1 |
Name of reporting person
Traveler Enterprise Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
VIRGIN ISLANDS, BRITISH
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
37,433,260.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
22.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Box 7, Box 9 and Box 11 -
Represents (i) 34,702,890 Class B ordinary shares held by Traveler Enterprise Limited and (ii) 2,730,370 Class A ordinary shares represented by American Depositary Shares that are beneficially owned by Traveler Enterprise Limited.
Box 13 -
The percentage of the class of securities beneficially owned by such reporting person is calculated based on (i) 135,751,299 Class A ordinary shares of the Issuer issued and outstanding as of March 31, 2024 and (ii) 34,702,890 Class B ordinary shares beneficially owned by the reporting person, assuming the conversion of all such Class B ordinary shares into the same number of Class A ordinary shares.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A Ordinary Shares, par value US$0.0001 per share | |
| (b) | Name of Issuer:
Cango Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
8F, New Bund Oriental Plaza II, 556 West Haiyang Road, Pudong New Area, Shanghai,
CHINA
, 200124. | |
Item 1 Comment:
Explanatory Note
This Amendment No. 3 to Schedule 13D (this "Amendment No. 3") hereby amends the prior statement on Schedule 13D initially filed with the U.S. Securities and Exchange Commission on June 23, 2022, as amended by the Amendment No. 1 to Schedule 13D filed on March 3, 2023 and the Amendment No. 2 to Schedule 13D filed on August 20, 2024 (as so amended, collectively, the "Schedule 13D"), on behalf of each of Mr. Jiayuan Lin, a citizen of the People's Republic of China, Traveler Holdings Limited, a company established in the British Virgin Islands, and Traveler Enterprise Limited, a company established in the British Virgin Islands and wholly owned by Traveler Holdings Limited. Except as amended and supplemented herein, the information previously reported in the Schedule 13D remains unchanged. Capitalized terms used but not defined herein have the meanings assigned thereto in the Schedule 13D. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 of the Schedule 13D is hereby amended by adding the following as the fourth paragraph thereof:
On January 2, 2025, the Issuer has granted Mr. Jiayuan Lin options to purchase 1,672,034 Class A ordinary shares in consideration of Mr. Jiayuan Lin's role in guiding the Issuer's business expansion in the acquisition of crypto mining assets. All of such share options vested immediately upon grant and have an exercise price of US$0.2951 per Class A ordinary share. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:
The information set forth in Items 2, 3 and 6 of this Schedule 13D and the cover pages of this Schedule 13D is hereby incorporated by reference into this Item 5.
(a)-(b) The responses of each Reporting Person to rows 7, 8, 9, 10, 11 and 13 of the cover pages of this Schedule 13D are hereby incorporated by reference into this Item 5.
As of the date hereof, (i) 34,702,890 Class B ordinary shares are held directly by Traveler Enterprise Limited, (ii) 2,730,370 Class A ordinary shares represented by American Depositary Shares are beneficially owned by Traveler Enterprise Limited, (iii) 1 Class A ordinary share is held by Medway Brilliant Holding Limited and (iv) Mr. Jiayuan Lin holds options to purchase up to 14,882,970 Class A ordinary shares exercisable within 60 days of the date hereof.
The percentage of the class of securities beneficially owned is calculated based on (i) 135,751,299 Class A ordinary shares of the Issuer issued and outstanding as of March 31, 2024, as provided by the Issuer, (ii) 34,702,890 Class B ordinary shares beneficially owned by the Reporting Persons, assuming the conversion of all such Class B ordinary shares into the same number of Class A ordinary shares and (iii) 14,882,970 Class A ordinary shares that Mr. Jiayuan Lin has the right to acquire within 60 days after the date hereof pursuant to the terms of the options granted to him, assuming such options were exercised, as applicable.
The voting power of the shares beneficially owned by Mr. Jiayuan Lin represents 44.2% of the total outstanding voting power. The percentage of voting power is calculated by dividing the voting power beneficially owned by such reporting person by the voting power of (i) a total of 135,751,299 Class A ordinary shares and 72,978,677 Class B ordinary shares of the Issuer issued and outstanding as of March 31, 2024, as provided by the Issuer, as well as (ii) 14,882,970 Class A ordinary shares that Mr. Jiayuan Lin has the right to acquire within 60 days after the date hereof pursuant to the terms of the options granted to him, assuming such options were exercised. In respect of all matters subject to a shareholders' vote, each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to 20 votes, voting together as one class. Each Class B ordinary share is convertible into one Class A ordinary share at any time by the holder thereof. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances.
In addition to the Special Option Grant, as described further in Item 6 below, the Issuer granted certain options to purchase Class A ordinary shares to Mr. Jiayuan Lin pursuant to the Issuer's 2018 share incentive plan (the "2018 Plan").
By virtue of the voting agreement described further in Item 6 below, the Reporting Persons and certain parties thereto may each be deemed to be a member of a "group" for purposes of Section 13(d) of the Exchange Act. However, neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that the Reporting Persons are members of any such group. Each Reporting Person disclaims beneficial ownership of the Class A ordinary shares that may be deemed to be beneficially owned solely by virtue of the voting agreement. | |
| (b) | Please refer to item 5(a). | |
| (c) | The information set forth in Items 3 and 6 of this Schedule 13D is hereby incorporated by reference into this Item 5. Mr. Jiayuan Lin became the beneficial owner of 1,672,034 additional Class A ordinary shares underlying share options which will vest within 60 days from the date hereof. Except as disclosed in this Schedule 13D, none of the Reporting Persons has effected any transactions relating to the Class A ordinary Shares during the past 60 days. | |
| (d) | Not applicable. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 of the Schedule 13D is hereby amended by adding the following paragraph before the last paragraph under the caption "Option Grants" thereof:
On January 2, 2025, the Issuer has granted Mr. Jiayuan Lin options to purchase 1,672,034 Class A ordinary shares in consideration of Mr. Jiayuan Lin's role in guiding the Issuer's business expansion in the acquisition of crypto mining assets. All of such share options vested immediately upon grant and have an exercise price of US$0.2951 per Class A ordinary share. | ||
| 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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