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
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(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
Peoples Republic of China
+(86-21) 3183-5087
(Address, including zip code, and telephone number, including area code, of registrants 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
Peoples 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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☒
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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
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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
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TOTAL
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27,845,526
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$61,598,948
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$7,995.54
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(1)
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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 Registrants 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)
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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)
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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)
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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 Registrants 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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