SEC Form 3 filed by new insider Chiu Chang-Wei
$CANG
Computer Software: Prepackaged Software
Technology
| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
(Country) | 2. Date of Event Requiring Statement
(Month/Day/Year) 03/18/2026 | 3. Issuer Name and Ticker or Trading Symbol
Cango Inc. [ CANG ] | |||||||||||||||
| 3a. Foreign Trading Symbol
| 5. If Amendment, Date of Original Filed
(Month/Day/Year) | ||||||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
| 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
|---|---|---|---|
| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Class A Ordinary Shares | 47,250,392 | I(1) | By Fortune Peak Limited |
| Class A Ordinary Shares | 1,952,116 | I | By Evermo Limited |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
|---|---|---|---|---|---|---|---|
| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Warrants to purchase Class A Ordinary Shares | (2)(3) | (2)(3) | Class A Ordinary Shares | 11,516,837 | $0.0001 | I(1) | By Fortune Peak Limited |
| Warrants to purchase Class A Ordinary Shares | (2)(3) | (2)(3) | Class A Ordinary Shares | 833,351 | $0.0001 | I | By Evermo Limited |
| Options (right to buy) | (4) | (4) | Class A Ordinary Shares | 320,000 | $0.0001 | D | |
| Explanation of Responses: |
| 1. Mr. Chiu Chang-Wei disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. |
| 2. The warrants to purchase Class A Shares are exercisable upon certain events described in the on-rack sales and purchase agreement between Cango Inc. and certain sellers of on-rack crypto mining machines dated November 6, 2024 as amended, supplemented, modified and varied as of March 25, 2025, April 3, 2025, June 4, 2025 and June 23, 2025. |
| 3. Specifically, the warrants are exercisable, in whole or in part by the warrant holder, at any time or from time to time during the period commencing on the date when the Additional Issuance Condition is first satisfied (the "Exercise Start Date"), and ending on the date falling three (3) months after the Exercise Start Date. "Additional Issuance Condition" refers to the occurrence of first Test Period in which the market capitalization of the Issuer of each of the trading days during such Test Period, calculated by multiplying the per ordinary share price of the Purchaser implied by the daily VWAP of such trading day by the total number of outstanding shares of the Issuer at the close of market on such trading day, is at least US$1,825,000,000 (excluding any effect of future straight equity financing from and after the date hereof). "Test Period" means any consecutive 30-trading day period that commences after June 27, 2025 and ends prior to the date falling 30 months thereafter. |
| 4. 25% of the options held by Mr. Chiu Chang-Wei will vest and become exercisable on October 31, 2026, and the remaining 75% will vest and become exercisable in 36 equal monthly installments on the last day of each month thereafter. Each tranche expires on the third anniversary of the date it becomes exercisable. |
| /s/ Chiu Chang-Wei | 03/18/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
| * Form 3: SEC 1473 (03-26) | ||