M&A - Cango Inc.

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Form Type: SCHEDULE 13D/A

Filing Date: 2025-06-04

Corporate Action: Acquisition

Type: Update

Accession Number: 000110465925056381

Filing Summary: This Amendment No. 4 to Schedule 13D primarily updates information related to a securities purchase agreement executed on June 2, 2025, in which Traveler Enterprise Limited, controlled by Jiayuan Lin, will sell 5,000,000 Class B ordinary shares to Enduring Wealth Capital Limited (EWCL) for a total price of $35 million. Mr. Xiaojun Zhang, the chairman of the Issuer, will participate similarly in the sale of another 5,000,000 Class B ordinary shares. This agreement mandates the Issuer to take certain corporate actions to ensure the shares sold retain their Class B status with enhanced voting rights. Post-transaction, both Jiayuan Lin and Mr. Zhang will no longer collectively hold more than 50% of the Issuer's voting power, and a restructuring of the board and management team will occur in line with EWCL's requests. The closing of this transaction hinges on shareholder approval and other conditions without guarantees of consummation. The document adds detailed share ownership information and reinforces the voting power dynamics affected by this acquisition.

Additional details:

Entity Name: Traveler Enterprise Limited

Class B Shares: 34,702,890

Class A Shares: 2,736,370


Entity Name: Traveler Holdings Limited

Class B Shares: 34,702,890


Entity Name: Mr. Jiayuan Lin

Options To Acquire Class A: 15,548,816


Securities Purchase Agreement Date: 2025-06-02

Total Purchase Price: 35000000

Conditional Payment: 7500000

Number Of Shares Sold: 5000000


Form Type: SCHEDULE 13D/A

Filing Date: 2025-06-04

Corporate Action: Acquisition

Type: Update

Accession Number: 000110465925056383

Filing Summary: Amendment No. 3 to Schedule 13D has been filed on behalf of Mr. Xiaojun Zhang and Eagle Central Holding Limited. On June 2, 2025, these parties entered into a securities purchase agreement with Enduring Wealth Capital Limited, where Eagle Central will sell 5,000,000 Class B ordinary shares for US$35 million. This transaction includes specific conditions where a part of the payment will be made upon satisfaction of certain conditions. Mr. Xiaojun Zhang will convert his remaining Class B shares into Class A shares, resulting in a loss of majority voting power by him and Mr. Jiayuan Lin. The agreement is subject to a shareholder vote and approvals from the Issuer's audit committee and board. Closing of the transaction is contingent on various closing conditions. There is no assurance that the conditions will be met or that the transaction will be approved or completed.

Additional details:

Class A Ordinary Shares Outstanding: 134,798,949


Class B Ordinary Shares Beneficially Owned: 38,275,787


Options To Purchase Class A: 13,780,866


Voting Power Percentage: 48.5%


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