As Filed with the Securities and Exchange Commission on May 18, 2020
RegistrationNo. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORMS-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Cango Inc.
(Exact name of registrant as specified in its charter)
| Cayman Islands | Not Applicable | |
(State or other jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) |
10A, Building 3, Youyou Century Plaza
428 South Yanggao Road, Pudong New Area
Shanghai 200127
People’s Republic of China
+(86-21) 3183-5087
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Cango Inc. Share Incentive Plan 2018
(Full title of the Plan)
Cogency Global Inc.
122 East 42nd Street, 18th Floor
New York, N.Y. 10168
+1 (800)221-0102
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Yongyi Zhang Chief Financial Officer 10A, Building 3, Youyou Century Plaza 428 South Yanggao Road, Pudong New Area Shanghai 200127 People’s Republic of China +(86-21) 3183-5087 | Chris K.H. Lin, Esq. Yi Gao, Esq. Simpson Thacher & Bartlett LLP c/o 35th Floor, ICBC Tower 3 Garden Road Central, Hong Kong +852-2514-7600 |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☒ | |||
| Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||
| Emerging growth company | ☒ | |||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
| ||||||||
Title of Securities to be Registered(1) | Amount to be Registered(2) | Proposed Maximum Offering Price per Class A | Proposed Maximum Aggregate Offering Price | Amount of Registration Fee | ||||
Class A ordinary shares, par value US$0.0001 per share | 10,826,997(3) | $1.80(3) | $19,435,542 | $2,522.73 | ||||
Class A ordinary shares, par value US$0.0001 per share | 17,018,529(4) | $2.48(4) | $42,163,406 | $5,472.81 | ||||
TOTAL | 27,845,526 | — | $61,598,948 | $7,995.54 | ||||
| ||||||||
| ||||||||
| (1) | These Class A ordinary shares, par value US$0.0001 per share (the “Class A Ordinary Shares”) of Cango Inc. (the “Company” or “Registrant”) may be represented by the Registrant’s American depositary shares (“ADSs”), each of which represents two Class A Ordinary Shares. ADSs issuable upon deposit of the securities registered hereby have been registered under a separate registration statement onForm F-6 (RegistrationNo. 333-226083). |
| (2) | Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement includes an indeterminate number of additional Class A Ordinary Shares, which may be offered and issued under the Cango Inc. Share Incentive Plan 2018 (the “2018 Plan”) to prevent dilution from stock splits, stock dividends or similar transactions. |
| (3) | The amount to be registered represents Class A Ordinary Shares to be issued upon exercise of outstanding options granted under the 2018 Plan. Pursuant to Rule 457(h), the corresponding proposed maximum offering price per share represents the exercise price of these options. |
| (4) | The amount to be registered represents Class A Ordinary Shares reserved for future award grants under the 2018 Plan. Estimated in accordance with Rule 457(c) and (h) solely for the purpose of calculating the registration fee based on the average of the high and low prices of the Registrant’s ADSs as quoted on the New York Stock Exchange on May 14, 2020 divided by two, the then Class A OrdinaryShare-to-ADS ratio. |
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information specified in Item 1 and Item 2 of Part I ofForm S-8 is omitted from this Registration Statement onForm S-8 (the “Registration Statement”) in accordance with the provisions of Rule 428 under the Securities Act of 1933, as amended (the “Securities Act”), and the introductory note to Part I ofForm S-8. In accordance with the rules and regulations of the Securities and Exchange Commission (the “Commission”) and the instructions toForm S-8, such documents are not being filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424. The documents containing the information specified in Part I ofForm S-8 will be delivered to the participants in the equity incentive plan covered by this Registration Statement as specified by Rule 428(b)(1) under the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| ITEM 3. | Incorporation of Documents by Reference |
The following documents filed by the Registrant with the Commission are incorporated by reference herein:
a. The Registrant’s annual report on Form20-F filed with the Commission on April 27, 2020, which includes audited financial statements for the fiscal year ended December 31, 2019; and
b. The description of the Registrant’s Class A Ordinary Shares contained in its Registration Statement onForm 8-A (RegistrationNo. 001-38590) filed with the Commission on July 16, 2018 pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which incorporates by reference the description of the Registrant’s Class A Ordinary Shares set forth in the Registrant’s Registration Statement onForm F-1 (RegistrationNo. 333-225813), as amended, initially filed with the Commission on June 22, 2018, including any amendments or reports filed for the purpose of updating such description.
All documents filed pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
| ITEM 4. | Description of Securities |
Not applicable.
| ITEM 5. | Interests of Named Experts and Counsel |
Not applicable.
2
| ITEM 6. | Indemnification of Directors and Officers |
Cayman Islands law does not limit the extent to which a company’s articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as providing indemnification against civil fraud or the consequences of committing a crime. The Registrant’s articles of association provide that each officer or director of the Registrant shall be indemnified against all actions, costs, charges, expenses, losses and damages incurred or sustained by such director or officer in their capacities as such unless arising from dishonesty or fraud which may attach to such director or officer.
In addition, the Registrant has entered, and intends to continue to enter into, indemnification agreements, substantially in the form filed as Exhibit 10.1 to the Registrant’s Registration Statement on FormF-1 (RegistrationNo. 333-225813), as amended, originally filed with the Commission on June 22, 2018, with its directors and executive officers to indemnify such persons in connection with claims made by reason of their being such a director or executive officer.
| ITEM 7. | Exemption from Registration Claimed |
Not applicable.
| ITEM 8. | Exhibits |
The Exhibits listed on the accompanying Exhibit Index are filed as a part of, or incorporated by reference into, this Registration Statement. (See Exhibit Index below).
| ITEM 9. | Undertakings |
| (a) | The undersigned Registrant hereby undertakes: |
| (1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement; |
| (i) | to include any prospectus required by Section 10(a)(3) of the Securities Act; |
| (ii) | to reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement; and |
| (iii) | to include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; |
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is onForm S-3,Form S-8 orForm F-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.
3
| (2) | That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
| (3) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
| (b) | The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
| (c) | Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. |
4
EXHIBIT INDEX
| * | Filed herewith. |
5
Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing onForm S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Shanghai, China on May 18, 2020.
| Cango Inc. | ||||
| By: | /s/ Xiaojun Zhang | |||
| Name: | Xiaojun Zhang | |||
| Title: | Chairman | |||
6
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below does hereby constitute and appoint Xiaojun Zhang, Jiayuan Lin and Yongyi Zhang, and each of them singly, as his or her true and lawfulattorneys-in-fact and agents, each with full power of substitution andre-substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, as amended, and all post-effective amendments thereto and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto saidattorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | |||
/s/ Xiaojun Zhang | Chairman | |||
| Xiaojun Zhang | ||||
/s/ Jiayuan Lin | Director, Chief Executive Officer (principal executive officer) | |||
| Jiayuan Lin | ||||
/s/ Langlang Zhou | Director | |||
| Langlang Zhou | ||||
/s/ Yongyi Zhang | Chief Financial Officer and Director (Principal Financial and Accounting Officer) | |||
| Yongyi Zhang | ||||
/s/ Xiaoyu Liu | Director | |||
| Xiaoyu Liu | ||||
/s/ Zhipeng Song | Director | |||
| Zhipeng Song | ||||
/s/ Yun Ye | Director | |||
| Yun Ye | ||||
/s/ Chi Ming Lee | Independent Director | |||
| Chi Ming Lee | ||||
/s/ Dongsheng Zhou | Independent Director | |||
| Dongsheng Zhou | ||||
/s/ Rong Liu | Independent Director | |||
| Rong Liu | ||||
7
SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Cango Inc. has signed this registration statement or amendment thereto in New York, New York on May 18, 2020.
| By: | /s/ Colleen A. De Vries | |||
| Name: | Colleen A. De Vries | |||
| Title: | Senior Vice President | |||
8
