Cango Inc. (NYSE: CANG) has announced a third amendment to its agreement for acquiring crypto mining assets, reflecting significant changes following the company’s recent divestiture of its PRC business. The amendment adjusts the share issuance structure and ownership distribution, aligning with Cango’s strategic shift towards cryptocurrency mining.

Revised Share Issuance Structure

Under the amended terms, Cango will issue 146,670,925 Class A ordinary shares to the sellers upon closing. Additionally, up to 97,780,616 bonus shares may be issued if specific performance targets are met. This structure results in the sellers collectively owning approximately 41.38% of Cango’s outstanding shares post-transaction.

Adjustment Shares Contingent on PRC Business Sale Proceeds

The amendment introduces a mechanism for issuing additional shares, termed “Adjustment Shares,” if the proceeds from the PRC business disposal decrease by more than US$7.0 million due to indemnifiable losses or holdbacks. This replaces the previous condition, which was based on a reduction in net asset value.

Ownership Changes at Golden TechGen Limited

Golden TechGen Limited (GT), expected to be the largest seller in the transaction, will own approximately 18.79% of Cango’s total outstanding shares post-closing. GT has undergone a change in control, with three new shareholders—Ning Wang, Youngil Kim, and Wye Sheng Kong—each holding one-third of the voting power. Ning Wang, a finance professional with over 16 years of experience, will assume the director nomination and appointment rights previously held by GT’s former owner.

Strategic Shift Towards Crypto Mining

These amendments signify Cango’s strategic pivot towards cryptocurrency mining, moving away from its traditional PRC-focused business model. The company completed the disposal of its PRC business on May 27, 2025, for approximately US$351.94 million in cash. This transition allows Cango to concentrate on its Bitcoin mining operations, which are strategically deployed across North America, the Middle East, South America, and East Africa.

Pending Closing Conditions

The completion of the share-settled transactions remains subject to certain closing conditions that are yet to be satisfied or waived. Cango is actively working with relevant parties to fulfill these conditions, but there is no assurance that the transactions will be completed as contemplated.