SEC Comment Letter for Cango Inc. (CANG) (CIK 0001725123) (CANG) — Jul 5, 2018
Cango Inc. (CANG) (CIK 0001725123)
Date: July 5, 2018 · CIK: 0001725123 · Accession: 0000000000-18-020691
AI Filing Summary & Sentiment
Reasoning
Letter
Mail Stop 4561 July 5 , 2018 Jiayuan Lin Chief Executive Officer Cango Inc. 10A, Building 3, Youyou Century Plaza 428 South Yanggao Road Pudong New Area, Shanghai 200127 People’s Republic of China
Re: Cango Inc. Registration Statement on Form F -1 Filed June 22, 2018 File No. 333 -225813
Dear Mr. Lin:
We have reviewed your registration statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. Unless we note otherwise, our references to prior comments are to comments in our June 20, 2018 letter.
Cover Page
1. We note your risk factor disclosure on page 43 that you will be a controlled company under the rules of the NYSE. Please disclose your status as a contr olled company on the cover page and in the summary section.
Description of American Depositary Shares
Governing Law/Waiver of Jury Trial, page 201
2. Please clarify whether the waiver of the right to a jury trial applies to claims made under the federal securities laws .
Jiayuan Lin Cango Inc. July 5 , 2018 Page 2
Notes to the Consolidated Financial Statements
Note 26. Subsequent Events, page F -55
3. We note your response to prior comment 4. Please expand your disclosure to incorporate more of the information provided in your response to provide context to your readers. In this regard, your current disclosures appear unclear as to the nature and sign ificance of Chehejia.
We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
Refer to Rules 460 and 461 re garding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement.
You may contact Ryan Rohn, Staff Accountant, at (202) 551 -3739, or Craig Wilson, Senior Assistant Chief Accountant, at (202) 551 -3226, if you have questions regarding comments on the financial statements and related matters. Please contact Jeff Kauten, Attorney -Advisor, at (202) 551 - 3447, or in his absence, me at (202) 551 -3483, with any ot her questions. If you require further assistance, please contact Barbara C. Jacobs, Assistant Director, at (202) 551 -3730.
Sincerely,
/s/ Katherine Wray
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Mail Stop 4561 July 5 , 2018 Jiayuan Lin Chief Executive Officer Cango Inc. 10A, Building 3, Youyou Century Plaza 428 South Yanggao Road Pudong New Area, Shanghai 200127 People’s Republic of China Re: Cango Inc. Registration Statement on Form F -1 Filed June 22, 2018 File No. 333 -225813 Dear Mr. Lin: We have reviewed your registration statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. Unless we note otherwise, our references to prior comments are to comments in our June 20, 2018 letter. Cover Page 1. We note your risk factor disclosure on page 43 that you will be a controlled company under the rules of the NYSE. Please disclose your status as a contr olled company on the cover page and in the summary section. Description of American Depositary Shares Governing Law/Waiver of Jury Trial, page 201 2. Please clarify whether the waiver of the right to a jury trial applies to claims made under the federal securities laws . Jiayuan Lin Cango Inc. July 5 , 2018 Page 2 Notes to the Consolidated Financial Statements Note 26. Subsequent Events, page F -55 3. We note your response to prior comment 4. Please expand your disclosure to incorporate more of the information provided in your response to provide context to your readers. In this regard, your current disclosures appear unclear as to the nature and sign ificance of Chehejia. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 re garding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. You may contact Ryan Rohn, Staff Accountant, at (202) 551 -3739, or Craig Wilson, Senior Assistant Chief Accountant, at (202) 551 -3226, if you have questions regarding comments on the financial statements and related matters. Please contact Jeff Kauten, Attorney -Advisor, at (202) 551 - 3447, or in his absence, me at (202) 551 -3483, with any ot her questions. If you require further assistance, please contact Barbara C. Jacobs, Assistant Director, at (202) 551 -3730. Sincerely, /s/ Katherine Wray Katherine Wray Attorney -Advisor Office of Information Technologies and Services cc: Chris K.H. Lin, Esq. Simpson Thacher & Bartlett LLP