As Filed with the Securities and Exchange
Commission on May 18, 2020
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Cango Inc.
(Exact name of registrant as specified in its
charter)
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Cayman Islands |
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Not Applicable |
(State or other jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification No.)
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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:
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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
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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
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Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-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 Rule
12b-2 of the Exchange
Act.
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Large accelerated filer |
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☐ |
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Accelerated filer |
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☒ |
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Non-accelerated filer |
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☐ |
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Smaller reporting company |
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☐ |
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Emerging growth company |
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☒ |
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
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Title of Securities
to be Registered(1)
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Amount
to be
Registered(2)
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Proposed
Maximum
Offering Price
per Class A
Ordinary Share
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Proposed
Maximum
Aggregate
Offering Price
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Amount of
Registration Fee
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Class A ordinary shares, par value US$0.0001 per share
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10,826,997(3) |
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$1.80(3) |
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$19,435,542 |
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$2,522.73 |
Class A ordinary shares, par value US$0.0001 per share
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17,018,529(4) |
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$2.48(4) |
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$42,163,406 |
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$5,472.81 |
TOTAL
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27,845,526 |
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— |
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$61,598,948 |
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$7,995.54 |
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(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 on Form F-6 (Registration
No. 333-226083).
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(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.
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(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.
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(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 Ordinary Share-to-ADS ratio.
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