SecProbe.io

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 Cango Inc.

 3131 McKinney Avenue

 Dallas, Texas 75204, U.S.A.

 December 17, 2025

 VIA EDGAR

 Division of Corporation Finance

 Office of Technology

 U.S. Securities & Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention:
 Ms. Jan Woo

 Ms. Becky Chow

 Mr. Stephen Krikorian

 Mr. Kyle Wiley

 Mr. Larry Spirgel

 Re:
 Cango Inc.

 Registration Statement on Form F-3 (File
No. 333-292184)

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities
Act of 1933, as amended (the "Securities Act"), Cango Inc. (the "Company") hereby requests that the effectiveness
of the above-referenced Registration Statement on Form F-3 (the "Registration Statement") of the Company be accelerated
by the Securities and Exchange Commission (the "Commission") to, and that the Registration Statement become effective at 4:00
P.M., Eastern Time, on December 19, 2025, or as soon thereafter as practicable.

 If there is any change in the acceleration request
set forth above, the Company will promptly notify you of the change, in which case the Company may be making an oral request of acceleration
of the effectiveness of the Registration Statement in accordance with Rule 461 under the Securities Act. Such request may be made
by an executive officer of the Company or by any attorney from the Company's U.S. counsel, Simpson Thacher & Bartlett LLP.

 Very truly yours,

 Cango Inc.

 By:
 /s/ Yongyi Zhang

 Name:
 Yongyi Zhang

 Title:
 Chief Financial Officer

United States securities and exchange commission logo
November 6, 2023
Yongyi Zhang
Chief Financial Officer
Cango Inc.
8F, New Bund Oriental Plaza II
556 West Haiyang Road , Pudong New Area
Shanghai 200124
People’s Republic of China
Re:Cango Inc.
Form 20-F filed on April 26, 2023
File No. 001-38590
Dear Yongyi Zhang :
            We have completed our review of your filing. 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.
Sincerely,
Division of Corporation Finance
Office of Technology

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CORRESP

 Simpson Thacher & Bartlett

 ICBC TOWER, 35TH FLOOR

3 GARDEN ROAD, CENTRAL

HONG KONG

TELEPHONE: +852-2514-7600

FACSIMILE: +852-2869-7694

 Direct Dial Number

+852-2514-7620

 E-mail Address

 ygao@stblaw.com

 September 12, 2023

CONFIDENTIAL AND VIA EDGAR

 Division of
Corporation Finance

 U.S. Securities and Exchange Commission

100 F Street, N.E.

 Washington, D.C. 20549

Attention:      Ms. Becky Chow

Mr. Stephen Krikorian

Mr. Kyle Wiley

Mr. Larry Spirgel

Re:
 Cango Inc.

Form 20-F filed on April 26, 2023

File No. 001-38590

Ladies and Gentlemen:

 On behalf of our client,
Cango Inc., a company organized under the laws of the Cayman Islands (the “Company”), we respond to the comments contained in the letter from the staff (the “Staff”) of the Securities and Exchange Commission (the
“Commission”), dated August 8, 2023 (the “August 8 Comment Letter”) relating to the Company’s annual report on Form 20-F for the fiscal year ended
December 31, 2022 filed with the Commission on April 26, 2023 (the “Annual Report”).

 Set forth below are the
Company’s responses to the Staff’s comments in the August 8 Comment Letter. The Staff’s comments are retyped below in bold italic font for your ease of reference. The Company respectfully advises the Staff that where the Company
proposes to add or revise disclosure in its future annual reports on Form 20-F in response to the Staff’s comments, the changes to be made will be subject to relevant factual updates and changes in
relevant laws or regulations, or in interpretations thereof.

MICHAEL J.C.M. CEULEN

MARJORY J. DING

DANIEL FERTIG

ADAM C. FURBER

YI GAO

ADAM S. GOLDBERG

MAKIKO HARUNARI

IAN C. HO

JONATHAN HWANG

ANTHONY D. KING

JIN HYUK PARK

KATHRYN KING SUDOL

CHRISTOPHER K.S. WONG

 RESIDENT PARTNERS

SIMPSON THACHER & BARTLETT, HONG KONG IS AN AFFILIATE OF SIMPSON THACHER & BARTLETT LLP WITH OFFICES IN:

NEW YORK

BEIJING

BRUSSELS

HOUSTON

LONDON

LOS ANGELES

PALO ALTO

SÃO PAULO

TOKYO

WASHINGTON, D.C.

 Simpson Thacher & Bartlett

September 12, 2023

 -
 2
-

 Division of Corporation Finance

U.S. Securities and Exchange Commission

 Form 20-F filed on April 26, 2023

Item 3. Key information

 Our Corporate
Structure, page 4

1.
 We noted your disclosure that you engage in value-added telecommunications services, or VATS,
namely value-added online services for platform participants within the key information section, and we also note telecommunications services related disclosures beginning pages 48,55,58,120 and 122. However, based on your financial statements
disclosures and the rest of the filing disclosures, you operates as an automotive transaction service platform that connects dealers, original equipment manufacturer, financial institutions, car buyers, and other industry participants in the
People’s Republic of China. Please advise or revise your conflicting disclosures.

 The Company
respectfully advises the Staff that the disclosures that the Company operates as an automotive transaction service platform that connects dealers, original equipment manufacturer, financial institutions, car buyers, and other industry participants
in the PRC aims to provide a general and direct overview of the Company’s business model and its role in upstream and downstream of the automotive transaction value chain.

The Company further advises the Staff that as an automotive transaction service platform, its provision of the relevant services, such as
managing sales/purchase posts and processing data on Cango Haoche and Cango U-Car apps, are deemed as engaging in VATS under PRC laws. Therefore, the Company is required to and have obtained the relevant VATS
licenses.

 In sum, the Company respectfully advises the Staff that the aforementioned disclosures are not conflicting, but describe the
Company’s business from different perspectives. The first one focuses on a more commercial angle and the other provides more details on the licensing requirements to operate the Company’s automotive transaction service platform under PRC
laws.

 Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections, page 201

2.
 We note the certification by your Chief Executive Officer in connection with your required
submission under paragraph (a). Please supplementally describe the materials that were reviewed and tell us whether you relied upon any legal opinions or additional third party certifications such as affidavits as the basis for your submission. In
your response, please provide a similarly detailed discussion of the materials reviewed and legal opinions or third party certifications relied upon in connection with the required disclosures under paragraphs (b)(2) and (3).

 Simpson Thacher & Bartlett

September 12, 2023

 -
 3
-

 Division of Corporation Finance

U.S. Securities and Exchange Commission

 The Company respectfully advises the Staff that the Company checked and confirmed with all of
the Company’s directors and officers in order to confirm that none of such directors or officers are representatives of any government entity in the PRC. Among the seven directors of the Company, two of the Company’s directors have non-PRC nationalities and therefore would not be eligible for membership in the Chinese Communist Party (“CCP”), let alone being any representative of any government entity in the PRC.

As to the Company’s shareholders that beneficially owned 10% or more of the total outstanding ordinary shares of the Company as of the
date of the submission of its Annual Report, namely, (i) Traveler Enterprise Limited, (ii) Warburg Pincus Cango Fintech Investment Company Limited, (iii) Eagle Central Holding Limited and (iv) Didi Chuxing entities (consisting of
Links Advance Holdings Limited and DiDi Sunshine Investments L.P. Information), to the best of the Company’s knowledge, none of them is controlled by any government entity in the PRC. The Company further advises the Staff that Warburg Pincus
Cango Fintech Investment Company Limited is no longer its shareholder as of the date of this submission.

 The Company did not rely upon any
legal opinions or third party certifications such as affidavits in connection with its required submission under Item 16I(a).

 In
connection with the required disclosures under Item 16I(b)(2) and (3), as to the Company itself, the Company respectfully advises the Staff that the Company checked and confirmed its register of members in order to confirm that, to the best of its
knowledge, (b)(2) no governmental entity in the PRC or the Cayman Islands owns any shares of the Company, and (b)(3) no governmental entity in the PRC has a controlling financial interest with respect to the Company.

In connection with the required disclosures under Item 16I(b)(2) and (3), as to the consolidated foreign operating entities, and as such
disclosures have been revised and updated pursuant to Comment 4 of the August 8 Comment Letter, the Company checked and confirmed the shareholdings of the consolidated foreign operating entities in order to confirm that, to the best of its
knowledge, (b)(2) no governmental entity in any of the PRC, Hong Kong or the Cayman Islands owns any shares of any of the consolidated foreign operating entities, and (b)(3) no governmental entity in the PRC has a controlling financial interest with
respect to any of the consolidated foreign operating entities.

 The Company did not rely upon any legal opinions or third party
certifications such as affidavits in connection with its required disclosures under Item 16I(b)(2) and (3).

3.
 In order to clarify the scope of your review, please supplementally describe the steps you have taken to
confirm that none of the members of your board or the boards of your consolidated foreign operating entities are officials of the Chinese Communist Party. For instance, please tell us how the board members’ current or prior memberships on, or
affiliations with, committees of the Chinese Communist Party factored into your determination. In addition, please tell us whether you have relied upon third party certifications such as affidavits as the basis for your disclosure.

 Simpson Thacher & Bartlett

September 12, 2023

 -
 4
-

 Division of Corporation Finance

U.S. Securities and Exchange Commission

 The Company respectfully advises the Staff that the Company checked and confirmed with all of
its directors, and all of the directors of its consolidated foreign operating entities, in order to confirm that none of such members are officials of the CCP. Furthermore, among the seven directors of the Company, two directors have non-PRC nationalities and therefore would not be eligible for membership in, let alone being any official of, the CCP. The Company did not rely upon third party certifications such as affidavits in connection with
its disclosure.

4.
 Please note that Item 16I(b) requires that you provide disclosures for yourself and all of your
consolidated foreign operating entities. With respect to (b)(2), please supplementally clarify the jurisdictions in which your material consolidated foreign operating entities are organized or incorporated and tell us the percentage of your shares
or the shares of your consolidated operating entities owned by governmental entities in each foreign jurisdiction in which you have consolidated operating entities. In this regard we note that Exhibit 8.1 indicates that you have subsidiaries in Hong
Kong.

 In response to the Staff’s comment, in the Company’s annual report on Form 20-F for the fiscal year ended December 31, 2023, the Company will revise its disclosures under Item 16I(b), consistent with the updated disclosures set forth in Annex A.

*        *         *

 Simpson Thacher & Bartlett

September 12, 2023

 -
 5
-

 Division of Corporation Finance

U.S. Securities and Exchange Commission

 If you have any question regarding the Company’s responses to the Staff’s comments,
please do not hesitate to contact me at +852-2514-7620 (work), +852-6588-7136 (mobile) or ygao@stblaw.com (email).

 Very truly yours,

 /s/ Yi Gao

 Yi Gao

 Enclosure:            Annex A

cc:
 Yongyi Zhang, Chief Financial Officer Cango Inc.

 Annex A

Comment 4

 Our company is incorporated
in the Cayman Islands. Our VIEs and other operating entities being consolidated in our financial statements, or our consolidated foreign operating entities, are incorporated or otherwise organized in the PRC and Hong Kong.

To the best of our knowledge, no governmental entity in any of the PRC, Hong Kong or the Cayman Islands owns any shares of our company or any
of our consolidated foreign operating entities.

 To the best of our knowledge, no governmental entity in the PRC (i.e., the applicable
foreign jurisdiction with respect to Ernst & Young Hua Ming LLP) has a controlling financial interest with respect to our company or any of our consolidated foreign operating entities.

No member of the board of directors of our company or any of our consolidated foreign operating entities is any official of the Chinese
Communist Party.

 Neither the memorandum and articles of association of our company nor the articles of incorporation (or equivalent
organizing document) of our consolidated foreign operating entities contains any charter of the Chinese Communist Party.

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 Simpson Thacher & Bartlett

 ICBC TOWER, 35TH FLOOR

3 GARDEN ROAD, CENTRAL

HONG KONG

TELEPHONE: +852-2514-7600

FACSIMILE: +852-2869-7694

 Direct Dial Number

+852-2514-7620

 E-mail Address

 ygao@stblaw.com

 September 5, 2023

CONFIDENTIAL AND VIA EDGAR

 Division of
Corporation Finance

 U.S. Securities and Exchange Commission

100 F Street, N.E.

 Washington, D.C. 20549

Attention:       Ms. Becky Chow

 Mr. Stephen Krikorian

 Mr. Kyle Wiley

 Mr. Larry Spirgel

Re:
 Cango Inc.

Form 20-F filed on April 26, 2023

File No. 001-38590

Ladies and Gentlemen:

 On behalf of our client,
Cango Inc. (the “Company”), we are submitting this letter in response to your correspondence dated August 8, 2023 (the “August 8 Letter”) concerning the above-referenced annual report on Form
20-F that the Company filed with the Commission on April 26, 2023.

 In the August 8
Letter, you requested that the Company respond to the Staff’s comments within ten business days or advise the Staff as soon as possible when the Company will respond. The Company respectfully advises the Staff that it is working on its
responses and that it will require additional time in order to respond fully to your letter.

 The Company is therefore requesting an
extension until September 15, 2023 and expects to respond no later than that date.

*        *        *

 Simpson Thacher & Bartlett

September 5, 2023

-2-

 Division of Corporation Finance

U.S. Securities and Exchange Commission

 In the meantime, please do not hesitate to contact me at
+852-2514-7620 (work) or ygao@stblaw.com (email).

Very truly yours,

/s/ Yi Gao

Yi Gao

cc:
 Cango Inc.

Mr. Yongyi Zhang, Chief Financial Officer

United States securities and exchange commission logo
August 8, 2023
Yongyi Zhang
Chief Financial Officer
Cango Inc.
8F, New Bund Oriental Plaza II
556 West Haiyang Road , Pudong New Area
Shanghai 200124
People’s Republic of China
Re:Cango Inc.
Form 20-F filed on April 26, 2023
File No. 001-38590
Dear Yongyi Zhang :
            We have limited our review of your filing to the financial statements and related
disclosures 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 20-F filed on April 26, 2023
Item 3. Key information
Our Corporate Structure, page 4
1.We noted your disclosure that you engage in value-added telecommunications services, or
VATS, namely value-added online services for platform participants within the key
information section, and we also note telecommunications services related disclosures
beginning pages 48,55,58, 120 and 122.  However, based on your financial statements
disclosures and the rest of the filing disclosures, you operates as an automotive transaction
service platform that connects dealers, original equipment manufacturer, financial
institutions, car buyers, and other industry participants in the People's Republic of China.
Please advise or revise your conflicting disclosures.
Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections, page 201

 FirstName LastNameYongyi  Zhang
 Comapany NameCango Inc.
 August 8, 2023 Page 2
 FirstName LastName
Yongyi  Zhang
Cango Inc.
August 8, 2023
Page 2
2.We note the certification by your Chief Executive Officer in connection with your
required submission under paragraph (a). Please supplementally describe the materials
that were reviewed and tell us whether you relied upon any legal opinions or additional
third party certifications such as affidavits as the basis for your submission. In your
response, please provide a similarly detailed discussion of the materials reviewed and
legal opinions or third party certifications relied upon in connection with the required
disclosures under paragraphs (b)(2) and (3).
3.In order to clarify the scope of your review, please supplementally describe the steps you
have taken to confirm that none of the members of your board or the boards of your
consolidated foreign operating entities are officials of the Chinese Communist Party. For
instance, please tell us how the board members’ current or prior memberships on, or
affiliations with, committees of the Chinese Communist Party factored into your
determination. In addition, please tell us whether you have relied upon third party
certifications such as affidavits as the basis for your disclosure.
4.Please note that Item 16I(b) requires that you provide disclosures for yourself and all of
your consolidated foreign operating entities. With respect to (b)(2), please supplementally
clarify the jurisdictions in which your material consolidated foreign operating entities are
organized or incorporated and tell us the percentage of your shares or the shares of your
consolidated operating entities owned by governmental entities in each foreign
jurisdiction in which you have consolidated operating entities. In this regard we note that
Exhibit 8.1 indicates that you have subsidiaries in Hong Kong.
            In closing, 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.
            You may contact Becky Chow, Staff Accountant at 202-551-6524, or Stephen Krikorian,
Accounting Branch Chief, at 202-551-3488 if you have questions regarding comments on the
financial statements and related matters. Please contact Kyle Wiley, Staff Attorney, at 202- 551-
6756, or Larry Spirgel, Office Chief, at 202-551-34870 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology

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Company acceleration request

 Cango Inc.

10A, Building 3, Youyou Century Plaza

428 South Yanggao Road

 Pudong New
Area, Shanghai 200127

 People’s Republic of China

July 25, 2018

 VIA EDGAR

Division of Corporation Finance

 U.S. Securities &
Exchange Commission

 100 F Street, N.E.

 Washington, D.C.
20549

Attention:

 Ms. Katherine Wray, Esq., Attorney-Advisor

Mr. Jeff Kauten, Esq., Attorney-Advisor

 Mr. Craig
Wilson, Senior Assistant Chief Accountant

 Mr. Ryan Rohn, Staff Accountant

Re:
Cango Inc.

 Registration Statement on Form
F-1, as amended (File Number: 333-225813)

Registration Statement on Form 8-A, as amended (File Number:
001-38590)

 Ladies and Gentlemen:

Pursuant to Rule 461 of Regulation C (“Rule 461”) promulgated under the Securities Act of 1933, as amended, Cango Inc. (the
“Company”) hereby requests that the effectiveness of the above-referenced Registration Statement on Form F-1 (the “F-1 Registration Statement”) be
accelerated to, and that the F-1 Registration Statement become effective at, 4:00 P.M., Eastern Daylight Time on July 25, 2018, or as soon as practicable thereafter.

The Company also requests that the Registration Statement on Form 8-A, as amended (File Number: 001-38590), under the Securities Exchange Act of 1933, as amended, covering the American depositary shares representing Class A ordinary shares of the Company (the “Registration Statement on Form 8-A,” together with the F-1 Registration Statement, the “Registration Statements”), be declared effective concurrently with the
F-1 Registration Statement.

 If there is any change in the acceleration request set forth above,
the Company will promptly notify you of the change, in which case the Company may be making an oral request of acceleration of the effectiveness of the Registration Statements in accordance with Rule 461. Such request may be made by an executive
officer of the Company or by any attorney from the Company’s U.S. counsel, Simpson Thacher & Bartlett LLP.

 The Company
understands that Morgan Stanley & Co. International plc, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Goldman Sachs (Asia) L.L.C., on behalf of the prospective underwriters of the offering, have joined in this request in
a separate letter delivered to you today.

 [Signature page follows]

Very truly yours,

CANGO INC.

By:

 /s/ Xiaojun Zhang

Name:

Xiaojun Zhang

Title:

Chairman

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Underwriters acceleration request

 Morgan Stanley & Co. International plc

25 Cabot Square, Canary Wharf

 London E14 4QA

United Kingdom

 Merrill Lynch, Pierce, Fenner & Smith
Incorporated

 One Bryant Park

 New York, New York 10036

United States

 Goldman Sachs (Asia) L.L.C.

68th Floor, Cheung Kong Center

 2 Queen’s Road Central

Hong Kong

 As representatives of the prospective underwriters

 VIA EDGAR

 July 25, 2018

Division of Corporation Finance

 U.S. Securities &
Exchange Commission

 100 F Street, N.E.

 Washington, D.C.
20549

Attention:

 Ms. Katherine Wray, Esq., Attorney-Advisor

Mr. Jeff Kauten, Esq., Attorney-Advisor

 Mr. Craig
Wilson, Senior Assistant Chief Accountant

 Mr. Ryan Rohn, Staff Accountant

Re:
Cango Inc. (the “Company”)

 Registration Statement on Form F-1, as amended (File Number: 333-225813)

 Registration
Statement on Form 8-A, as amended (File Number: 001-38590)

 Ladies and
Gentlemen:

 We hereby join the Company’s request for acceleration of the above-referenced Registration Statements, requesting
effectiveness at 4:00 P.M., Eastern Daylight Time on July 25, 2018, or as soon thereafter as is practicable.

 Pursuant to Rule 460 of the General Rules and Regulations promulgated under the Securities Act of
1933, as amended, we wish to advise you that we have effected the following distribution of the Company’s Preliminary Prospectus dated July 16, 2018, through the date hereof:

Preliminary Prospectus dated July 16, 2018:

765 copies to prospective underwriters, institutional investors, dealers and others.

The undersigned advise that the prospective underwriters have complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

 [Signature page follows]

Very truly yours,

MORGAN STANLEY & CO. INTERNATIONAL PLC

By:

 /s/ Daniel Wetstein

Name:

Daniel Wetstein

Title:

Managing Director

 [Signature Page to Acceleration Request]

Very truly yours,

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED

By:

 /s/ Akram Zaman

Name:

Akram Zaman

Title:

Managing Director

 [Signature Page to Acceleration Request]

Very truly yours,

GOLDMAN SACHS (ASIA) L.L.C.

By:

 /s/ John Mahoney

Name:

John Mahoney

Title:

Managing Director

 [Signature Page to Acceleration Request]

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CORRESPONDENCE

 Simpson Thacher & Bartlett

 ICBC TOWER, 35TH FLOOR

 3 GARDEN ROAD

HONG KONG

TELEPHONE: +852-2514-7600

FACSIMILE: +852-2869-7694

 Direct Dial Number

 (852) 2514-7650

 E-mail Address

clin@stblaw.com

 July 16, 2018

VIA EDGAR

 Division of Corporation Finance

U.S. Securities and Exchange Commission

 100 F Street, N.E.

Mail Stop 4561

 Washington, D.C. 20549

Attention:
Ms. Katherine Wray, Esq., Attorney-Advisor

Mr. Jeff Kauten, Esq., Attorney-Advisor

Mr. Craig Wilson, Senior Assistant Chief Accountant

Mr. Ryan Rohn, Staff Accountant

Re:
Cango Inc.

Registration Statement on Form F-1

File No. 333-225813

 Ladies and Gentlemen:

On behalf of our client, Cango Inc., an exempted company incorporated under the laws of the Cayman Islands with limited liability (the
“Company”), we are filing herewith Amendment No. 2 (“Amendment No. 2”) to the Company’s above-referenced Registration Statement on Form F-1 (the “Registration
Statement”) via EDGAR with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”). The Company notes that it has included the estimated range of the
offering price for its initial public offering and related disclosure in the preliminary prospectus which forms a part of Amendment No. 2.

We enclose herewith five (5) courtesy copies of Amendment No. 2, which has been marked to show changes to the Company’s
Registration Statement filed with the Commission on July 9, 2018.

 Simpson Thacher & Bartlett

 July 16, 2018

 The Company will commence its road show activities on July 17, 2018 and expects to price
the initial public offering on or about July 25, 2018. We would greatly appreciate the Staff’s willingness to work with the Company to achieve this offering timetable.

*    *    *    *    *

 -2-

 Simpson Thacher & Bartlett

 July 16, 2018

 If you have any question regarding the Registration Statement, please do not hesitate to
contact me at +852-2514-7650 (work), +852-9198-4235 (mobile) or clin@stblaw.com (email) or David Lee at +852-2514-7655 (work), +852-9036-9375 (mobile) or dlee@stblaw.com (email).

 Questions pertaining to accounting and auditing
matters may also be directed to Ron Yan at +86-21-2228-2332 (work) or ron.yan@cn.ey.com (email) of Ernst & Young Hua Ming LLP, the independent registered public
accounting firm of the Company.

Very truly yours,

/s/ Chris K.H. Lin

Chris K.H. Lin

 Enclosures

cc:
Xiaojun Zhang, Chairman

 Jiayuan Lin, Chief Executive Officer and Director

Yongyi Zhang, Chief Financial Officer and Director

Cango Inc.

 Daniel Fertig

David Lee

 Simpson
Thacher & Bartlett

 Li He

James C. Lin

 Davis
Polk & Wardwell

 Ron Yan

Ernst & Young Hua Ming LLP

 -3-

CORRESP
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CORRESPONDENCE

 Simpson Thacher & Bartlett

 ICBC TOWER, 35TH FLOOR

3 GARDEN ROAD

HONG KONG

 TELEPHONE: +852-2514-7600

FACSIMILE: +852-2869-7694

 Direct Dial Number

 (852) 2514-7650

 E-mail Address

clin@stblaw.com

 July 9, 2018

VIA EDGAR

 Division of Corporation Finance

U.S. Securities and Exchange Commission

 100 F Street, N.E.

Mail Stop 4561

 Washington, D.C. 20549

Attention:

Ms. Katherine Wray, Esq., Attorney-Advisor

Mr. Jeff Kauten, Esq., Attorney-Advisor

Mr. Craig Wilson, Senior Assistant Chief Accountant

Mr. Ryan Rohn, Staff Accountant

Re:

Cango Inc.

Registration Statement on Form F-1

File No. 333-225813

 Ladies and Gentlemen:

On behalf of our client, Cango Inc., an exempted company incorporated under the laws of the Cayman Islands with limited liability (the
“Company”), we are filing herewith Amendment No. 1 (“Amendment No. 1”) to the Company’s above-referenced Registration Statement on Form F-1 (the “Registration
Statement”) via EDGAR with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”).

We enclose herewith five (5) courtesy copies of Amendment No. 1, which has been marked to show changes to the Company’s
Registration Statement filed with the Commission on June 22, 2018 (the “June 22 Filing”).

 Simpson Thacher & Bartlett

July 9, 2018

 The Company has responded to the Staff’s comments contained in the comment letter dated
July 5, 2018 from the Staff (the “July 5 Comment Letter”) by revising the June 22 Filing or providing explanations in response to the comments.

Set forth below are the Company’s responses to the Staff’s comments in the July 5 Comment Letter. The Staff’s comments are
retyped in bold italics below for your ease of reference. We have included page numbers to refer to the location in Amendment No. 1 where the disclosure addressing a particular comment appears.

*        *        *
 *        *

 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 controlled company on the cover page and in the summary
section.

 In response to the Staff’s comment, the Company has included the referenced disclosure on the
cover page and pages 7 and 8 of the Amendment No. 1.

 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.

The Company respectfully advises the Staff that the waiver applies to any legal proceeding arising out of or relating to the deposit agreement
or the ADSs, including claims under federal securities laws, against the Company or the depositary to the fullest extent permitted by applicable law.

The Company has included risk factor disclosure on page 67 of the Amendment No. 1

 -2-

 Simpson Thacher & Bartlett

July 9, 2018

 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 significance of Chehejia.

 In response to the Staff’s
comment, the Company has revised the disclosure on page F-55 of the Amendment No. 1.

*        *        *
 *        *

 -3-

 Simpson Thacher & Bartlett

July 9, 2018

 If you have any question regarding the Registration Statement, please do not hesitate to
contact me at +852-2514-7650 (work), +852-9198-4235 (mobile) or clin@stblaw.com (email) or David Lee at +852-2514-7655 (work), +852-9036-9375 (mobile) or dlee@stblaw.com (email).

 Questions pertaining to accounting and auditing
matters may also be directed to Ron Yan at +86-21-2228-2332 (work) or ron.yan@cn.ey.com (email) of Ernst & Young Hua Ming LLP, the independent registered public
accounting firm of the Company.

Very truly yours,

/s/ Chris K.H. Lin

Chris K.H. Lin

 Enclosures

cc:
Xiaojun Zhang, Chairman

 Jiayuan Lin, Chief Executive Officer and Director

Yongyi Zhang, Chief Financial Officer and Director

      Cango Inc.

Daniel Fertig

 David Lee

      Simpson Thacher & Bartlett

Li He

 James C. Lin

      Davis Polk & Wardwell

Ron Yan

      Ernst & Young Hua Ming LLP

 -4-

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

CORRESP
1
filename1.htm

CORRESP

 Simpson Thacher & Bartlett

 ICBC TOWER, 35TH FLOOR

 3 GARDEN ROAD

HONG KONG

 TELEPHONE: +852-2514-7600

FACSIMILE: +852-2869-7694

 Direct Dial Number

 (852) 2514-7650

 E-mail Address

clin@stblaw.com

 June 22, 2018

CONFIDENTIAL AND VIA EDGAR

 Division of
Corporation Finance

 U.S. Securities and Exchange Commission

100 F Street, N.E.

 Mail Stop 4561

Washington, D.C. 20549

Attention:
Ms. Katherine Wray, Esq., Attorney-Advisor

 Mr. Jeff Kauten, Esq.,
Attorney-Advisor

 Mr. Craig Wilson, Senior Assistant Chief Accountant

Mr. Ryan Rohn, Staff Accountant

Re:
Cango Inc.

 Registration Statement on Form
F-1

 CIK No. 0001725123

Ladies and Gentlemen:

 On behalf of our client,
Cango Inc., an exempted company incorporated under the laws of the Cayman Islands with limited liability (the “Company”), we are filing herewith the Company’s Registration Statement on Form F-1
(the “Registration Statement”) via EDGAR with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”).

We enclose herewith five (5) courtesy copies of the Registration Statement, which has been marked to show changes to the Company’s
Registration Statement confidentially submitted to the Commission on June 11, 2018 (the “June 11 Submission”).

.

Simpson Thacher & Bartlett

June 22, 2018

 The Company has responded to the Staff’s comments contained in the comment letter dated
June 20, 2018 from the Staff (the “June 20 Comment Letter”) by revising the June 11 Submission or providing explanations in response to the comments.

Set forth below are the Company’s responses to the Staff’s comments in the June 20 Comment Letter. The Staff’s comments
are retyped in bold italics below for your ease of reference. We have included page numbers to refer to the location in the Registration Statement where the disclosure addressing a particular comment appears.

*        *
*        *        *

 Our History and Corporate Structure, page 5

1.
We note your expanded disclosures in response to prior comment 1. It does not appear that you have fully addressed the prior comment. In this regard, revise the corporate structure diagram headnote here and on
page 78 to disclose the degree of certainty over your pending acquisition of the remaining equity interest in Shanghai Autohome. For example, disclose the remaining steps to consummate this transactions and degree of uncertainty in executing each of
those steps (e.g., regulatory approval). Since you have portrayed this as a probable transaction in the unaudited pro forma condensed combined financial information on page P-1, we would expect the revised
headnote to clearly disclose that determination.

 In response to the Staff’s comment, the Company has revised
the referenced disclosure on pages 5 and 80 of the Registration Statement.

 The Company respectfully advises the Staff that while it is
required to register the changes in Shanghai Autohome’s equity ownership with the relevant government authorities, it does not expect any material uncertainty with respect to such registration or other aspects of the Acquisition.

Liquidity and Capital Resources Operating Activities, page 100

2.
We note your expanded disclosures in response to prior comment 2. Your disclosures now appear to explain approximately RMB92 million of the RMB115.6 million decrease in other current and non-current liabilities. Please confirm or explain if there are any additional material items in the remaining difference. In this regard, it does not appear fully apparent why your accrued expenses and other
current liabilities decreased from RMB328.52 as of December 31, 2017 to RMB 235.78 as of March 31, 2018.

In response to the Staff’s comment, the Company has revised the referenced disclosure on page 106 of the Registration Statement.

 2

.

Simpson Thacher & Bartlett

June 22, 2018

 Notes to the Consolidated Financial Statements for the Years Ended December 31, 2016 and 2017

 Note 2. Summary of Significant Accounting Policies

Non-controlling interests, page F-29

3.
We have reviewed your response to prior comment 6, which indicates that the non-controlling interests include equity interests through the share based compensation program
as noted in Note 22 of page F-50. We further note in your consolidated statements of changes in shareholders’ deficit on page F-9, that you have recorded
share-based compensation as additional paid-in capital. Please explain this apparent discrepancy.

The Company respectfully advises the Staff that the equity interests described in previous response as “options” were equity
interests issued but capital have not been contributed by the shareholders. These equity interests represented equity interests granted to employees through share based compensation program. For equity interests issued as its share based
compensation program, the Company recorded these share based compensation as an expense based on fair value at grant date. The carrying value of the non-controlling interest is measured based on the equity interests’ share of net assets and the
difference between the share based compensation expense and the non-controlling interest is recorded as additional paid-in capital. The non-controlling interest subsequently includes attribution of net income/loss and comprehensive income/loss.

In response to the Staff’s comment, the Company has revised its disclosures on pages F-50 and F-51.

Note 26. Subsequent Events, page F-55

4.
Your disclosure of the agreement entered into on June 6, 2018 identifies Chehejia. It does not appear that this entity has been previously disclosed in prior filings. Please provide additional disclosures to
describe Chehejia and whether this transaction represents a business acquisition. Tell us what consideration you gave to including this entity within your corporate structure on page 6.

The Company respectfully advises the Staff that Chehejia was established in 2015 and is in the business of providing information technology
services. Upon closing of the Capital Contribution Agreement, the Company will hold less than 1% of Chehejia’s total equity and therefore does not have control or significant influence over Chehejia. Accordingly, the transaction does not
represent a business acquisition and the Company plans to account for the transaction as a cost method equity investment under long-term investment.

The Company further respectfully advises the Staff that the Company does not believe that its investment in Chehejia is material. As such, the
Company does not believe that it is necessary to include the entity within the Company’s corporate structure.

*        *
*        *        *

 3

.

Simpson Thacher & Bartlett

June 22, 2018

 If you have any question regarding the Registration Statement, please do not hesitate to
contact me at +852-2514-7650 (work), +852-9198-4235 (mobile) or clin@stblaw.com (email) or David Lee at +852-2514-7655 (work), +852-9036-9375 (mobile) or dlee@stblaw.com (email).

 Questions pertaining to accounting and auditing
matters may also be directed to Ron Yan at +86-21-2228-2332 (work) or ron.yan@cn.ey.com (email) of Ernst & Young Hua Ming LLP, the independent registered public
accounting firm of the Company.

Very truly yours,

 /s/    Chris K.H. Lin

 Chris
K.H. Lin

 Enclosures

cc:

Xiaojun Zhang, Chairman

Jiayuan Lin, Chief Executive Officer and Director

Yongyi Zhang, Chief Financial Officer and Director

 Cango Inc.

Daniel Fertig

David Lee

 Simpson Thacher & Bartlett

Li He

James C. Lin

 Davis Polk & Wardwell

Ron Yan

 Ernst & Young Hua Ming LLP

 4

Mail Stop 4561
June 20, 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.
Amendment No. 4 to Draft Registration Statement on Form F-1
Submitted June 11, 2018
CIK No. 0001725123

Dear Mr. Lin :

We have reviewed your  amended draft  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 providing the requested information and either s ubmitting an
amended draft registration statement or publicly filing your registration statement on EDGAR.  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 r esponse.

After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.  Unless we note otherwise, our references to prior comment s are to comments in our
June 8 , 2018  letter.

Our History and Corporate Structure, page 5

1. We note your expanded disclosures in response to prior comment 1.  It does not appear that
you have fully addressed the prior comment.  In this regard, revise the corporate structure
diagram headnote here and on page 78 to disclose the degree of certainty over your pending
acquisition of the remaining equity interest in Shanghai Autohome.  For example, disclose
the remaining steps to consummate this transactions and  degree of uncertainty in executing
each of those steps (e.g., regulatory approval).  Since you have portrayed this as a probable
transaction in the unaudited pro forma condensed combined financial information on page
P-1, we would expect the revised headn ote to clearly disclose that determination.

Jiayuan Lin
Cango Inc.
June 20, 2018
Page 2

 Liquidity and Capital Resources

Operating Activities, page 100

2. We note your expanded disclosures in response to prior comment 2.  Your disclosures now
appear to explain approximately RMB92 million of the RMB115.6 million decrease in other
current and non -current liabilities.  Please confirm or explain if there are any ad ditional
material items in the remaining difference.  In this regard, it does not appear fully apparent
why your accrued expenses and other current liabilities decreased from RMB328.52 as of
December 31, 2017 to RMB 235.78 as of March 31, 2018.

Notes to  the Consolidated Financial Statements for the Years Ended December 31, 2016 and 2017

Note 2. Summary of Significant Accounting Policies

Non-controlling interests, page F -29

3. We have reviewed your response to prior comment 6 , which indicates that the non -
controlling interests include equity interests through the share based compensation program
as noted in Note 22 of page F -50.  We further note in your consolidated statements of
changes in shareholders’ deficit on page F -9, that you have recorded share -based
compensation as additional paid -in capital.  Please explain this apparent discrepancy.

Note 26. Subsequent Events, page F -55

4. Your disclosure of the agreement entered into on June 6, 2018 identifies Chehejia.  It does
not appear that this entity has  been previously disclosed in prior filings.  Please provide
additional disclosures to describe Chehejia and whether this transaction represents a
business acquisition.  Tell us what consideration you gave to including this entity within
your corporate str ucture on page 6.

Jiayuan Lin
Cango Inc.
June 20, 2018
Page 3

 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 s tatements and related matters.  Please contact Jeff Kauten, Attorney -Advisor, at (202) 551 -
3447 , or in his absence, me at (202) 551 -3483 , with any other 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

Mail Stop 4561

June 8, 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.
Amendment No. 3 to Draft Registration Statement on Form F-1
Submitted June 4, 2018
CIK No. 0001725123

Dear Mr. Lin :

We have reviewed your  amended draft  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 providing the requested information and either s ubmitting an
amended draft registration statement or publicly filing your registration statement on EDGAR.  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 r esponse.

After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.  Unless we note otherwise, our references to prior comment s are to comments in our
May 31, 2018  letter.

Our History and Corporate Structure, page 5

1. Revise the corporate structure diagram headnote here and on page 78 to disclose the degree
of certainty over your pending acquisition of the remaining equity inter est in Shanghai
Autohome.   Since you have portrayed this as a probable transaction in the unaudited pro
forma condensed combined financial information on page P -1 and following, we would
expect the revised headnote to indicate this with assumptions clearly  disclosed for that
determination.   In addition, disclose the accounting and financial statement implications of
this pending acquisition.

Jiayuan Lin
Cango Inc.
June 8 , 2018
Page 2

 Liquidity and Capital Resources

Operating Activities, page 100

2. We note that for the three months ended March 31, 2018, net cash used in operating
activities was impacted by a decrease in other current and non -current liabilities of
RMB115.6 million.   Please provide disclosure to explain the nature of this decrease and
disclose any related trends, events or uncertainties that are reasonably expected to have a
material impact on your liquidity, capital resources.   Refer to Item 5(D) of Form 20 -F for
guidance.

Related Party Transactions, page 169

3. We note the risk factor  disclosure on page 19 relating to your strategic partnership, and your
plans to form a comprehensive partnership, with Didi Chuxing.  Please provide the
disclosure called for by Item 7.B.1 of Form 20 -F with respect to these arrangements, or tell
us why yo u believe such disclosure is not required.

Description of Share Capital

History of Securities Issuances, page 178

4. We note that you entered into a share purchase agreement with DiDi Sunshine Investments
L.P.  Please file the share purchase agreement as  an exhibit to your registration statement, or
advise.  Refer to Instruction 4.b.i in the Instructions as to Exhibits to Form 20 -F.

Consolidated Statements of Comprehensive Income, page F -7

5. We note the dividend distribution by Nanjing Canyuan as descri bed on page F -55 and the
distributions to non -controlling interest holders through the periods ended March 31,
2018.    Please tell us how you considered the guidance in SAB Topic 1:B.3 to provide
unaudited pro forma earnings per share for the latest year a nd interim period in the
statements of comprehensive income giving effect to use of proceeds to pay cash dividends.

Notes to the Consolidated Financial Statements, page F -12

6. Disclose your policy related to non -controlling interests, including what this amount
represents and the applicable terms.   Revise pursuant to the guidance in ASC 235 -10-
50.  Supplementally tell us who these interests are attributable or relate to as of Ma rch 31,
2018.

Jiayuan Lin
Cango Inc.
June 8 , 2018
Page 3

 Unaudited Interim Financial Statements, page F -59

7. Please remove the label “Audited” from the statements within your interim financial
statements.   Similar concerns apply to the interim financial statements for Shanghai
Autohome Financing Lease Co., Ltd. that begin on page F -105.  Refer to paragraph 14 of
AS 3320.

You may contact Ryan Rohn , Staff Accountant, at (202) 551 -3739 , or Craig D.Wilson , Senior
Assistant Chief Accountant, at (202) 551 -3226 , if you have questions regarding comments on the
financial s tatements and related matters.  Please contact Jeff Kauten, Attorney -Advisor, at (202) 551 -
3447 , or in his absence, me at (202) 551 -3483 , with any other questions.  If you require further
assistance, please contact Barbara C. Jacobs , Assistant Director, at (202) 551 -3730.

Sincerely,

Craig D.Wilson   for

Katherine Wray
Attorney -Advisor
Office of Information Technologies and
Services

cc:  Chris K.H. Lin, Esq.
Simpson Thacher & Bartlett LLP

Mail Stop 4561

May 31, 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.
Amendment No. 2 to Draft Registration Statement on Form F-1
Submitted May 22 , 2018
CIK No. 0001725123

Dear Mr. Lin :

We have reviewed your  amended draft  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 providing the requested information and either s ubmitting an
amended draft registration statement or publicly filing your registration statement on EDGAR.  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 r esponse.

After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.  Unless we note otherwise, our references to prior comment s are to comments in our
May 18, 2018  letter.

Report of Independent Registered Public Accounting Firm, page F -2

1. Please have your independent registered public accounting firm revise its report to add the
related notes as part of the collectively referen ced financial statements within the Opinion
Section of the report.  We refer you to PCAOB Release No. 2017 -001.

Jiayuan Lin
Cango Inc.
May 31, 2018
Page 2

 Notes to the Consolidated Financial Statements

Note 26. Subsequent Events, page F -54

2. Please update your subsequent events disclosure through the date of issuance of your
financial statements.  Refer to ASC 855 -10-50.

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 s tatements and related matters.  Please contact Jeff Kauten, Attorney -Advisor, at (202) 551 -
3447 , or in his absence, me at (202) 551 -3483 , with any other 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

Mail Stop 4561

May 18, 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.
Amendment No. 1 to Draft Registration Statement on Form F-1
Submitted May 4, 2018
CIK No. 0001725123

Dear Mr. Lin :

We have reviewed your  amended draft  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 providing the requested information and either submitting an
amended draft registration statement or publicly filing your registration statement on EDGAR.  If
you do not believe our comments apply to your facts and circumst ances or do not believe an
amendment is appropriate, please tell us why in your response.

After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may hav e additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
April 19, 2018  letter.

Risk Factors

Risks Relating to Our Corporate Structure

We rely on contractual arrangements with our consolidated VIE …, page 44

1. We note that the VIE agreements contain provisions for the resolution of disputes through
arbitration pursuant to PRC laws.  Please expand the disclosure here and in your Description
of Share Capital section to discuss the impact, if any, of these prov isions on your security

Jiayuan Lin
Cango Inc.
May 18, 2018
Page 2

 holders’ rights to pursue claims under the United States federal securities laws, or to state
that there is no such impact.

Critical Accounting Policies, Judgements and Estimates

Share -Based Compensation, page 100

2. We have reviewed your response to prior comment 20 and note these equity interests were
fully vested and that there is no exercise price for such awards.   You currently disclose that
you granted “equity interests” to employees.   Clarify the characteristics  of these equity
interests and revise your disclosures to indicate whether these equity interests are shares or
options.

3. We note your expanded disclosures in response to prior comment 21.   Further disclose the
fair value of your shares at the time of va luation.

Description of American Depositary Shares, page 171

4. We note your response to prior comment 24.  Please include a statement in this section
confirming that the arbitration provision in the deposit agreement does not impact ADS
holders’ rights to  bring claims under the federal securities laws.

Notes to the Consolidated Financial Statements

Note 2. Summary of Significant Accounting Policies

Restricted cash, page F -23

5. We note your response to prior comment 28.   Your disclosure indicates that yo ur restricted
cash balance consists of general collaboration deposits and guarantee deposits for risk
assured arrangements.   Tell us your consideration of providing a break -out of restricted cash
between these two items.

Financing receivables, page F -24

6. We note your revised disclosure in response to prior comment 26 that you record financing
receivables in accordance with ASC 310 -30.  Provide the disclosures required by ASC 310 -
30-50.  Please advise or revise.

7. Your disclosure on page F -25 indicates that any gain or loss from the disposal of the
repossessed assets is recognized as other income or expense in the consolidated statements
of comprehensive income.   We note your disclosure on page 132 that Repossession  and
Disposal are two of the six distinct stages of your Delinquent Asset Management.   As such,

Jiayuan Lin
Cango Inc.
May 18, 2018
Page 3

 tell us how you determined that this gain or loss should not be recorded as an operating
expense.   Refer to Rule 5 -03 of Regulation S -X.

Note 20. Fair Value M easurements, page F -44

8. We note your expanded disclosures on page F -28 in response to prior comment 31.   We
continue to note that your fair value measurement disclosures appear to be incomplete.   In
this regard, other assets and liabilities that are measur ed at fair value either on a recurring or
nonrecurring basis are not identified as such in your footnote.   For example, long -term
investments, risk assurance liabilities, short -term borrowings and long -term borrowings
should be identified respectively.   Refer to ASC 820 -10-50.

9. We note your response to prior comment 32.   We further note the changes in your Level 3
balances from December 31, 2016 to December 31, 2017.   Provide reconciliation in your
footnote that reconciles the opening balances to the clos ing balances, disclosing separately
changes during the period.   Refer to ASC 820 -10-50-2(c).

Note 22. Share -Based Compensation, page F -49

10. We note your expanded disclosure in response to prior comment 34.   It continues to appear
that you are missing sev eral disclosures.   Revise to provide the disclosures required by ASC
718-10-50.

Note 23. Commitments and Contingencies, page F -49

11. We have reviewed your response to prior comment 35.   In accordance with ASC 450 -20-50,
please expand your disclosure to cl early disclose the following information for your legal
contingencies in the aggregate or individually: (1) the amount or range of reasonably
possible losses in addition to the amounts accrued or (2) a statement that the reasonably
possible losses cannot b e estimated or are not material to your financial statements.

Jiayuan Lin
Cango Inc.
May 18, 2018
Page 4

 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 other 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

Mail Stop 4561

April 19, 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.
Draft Registration Statement on Form F-1
Submitted March 23, 2018
CIK No. 0001725123

Dear Mr. Lin :

We have reviewed your  draft  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 providing the requested information and either s ubmitting an
amended draft registration statement or publicly filing your registration statement on EDGAR.  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 r esponse.

After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.

Prospectus Summary

Overview, page 1

1. Please define car buyers and clarify whether an individual or entity must purchase a car to
be considered a car buyer and the time period during which such purchase must occur.
Further, please disclose here, if accurate, that the number of car buyers pres ented is a
cumulative total of car buyers served by your platform since inception, as indicated on page
126.  Clarify whether each of the other figures presented (i.e., the number of registered
dealers, third -party financial institutions, and other industr y participants connected by your
platform) represents a cumulative total or current users of your platform.

Jiayuan Lin
Cango Inc.
April 1 9, 2018
Page 2

 2. Please disclose in your summary the percentage of your financing transactions that were
funded by Jincheng Bank , as well as the percentage of your revenues attributable to service
fees for automotive financing facilitation services provided to Jincheng Bank.  In addition,
disclose here that Jincheng Bank was a related party of the company’s until September 2017.

3. We note the concentration of ownership of your common stock among your existing
officers, directors and principal stockholders.  Disclose  in your summary that your directors,
executive officers and principal stockholders together will continue to have a s ubstantial
control over the company after the offering and disclose the percentage of your voting
power to be held by affiliates following the offering.

Our History and Corporate Structure, page 5

4. Please define the term Acquisition the first time it is u sed in the prospectus.  Further, we
note the disclosure on page 6 and elsewhere throughout the registration statement that upon
completion of the Acquisition, you will “own 75% of equity interest in Shanghai
Autohome.”  The organizational chart on page 5 i ndicates, however, that you will indirectly
own only 25% of equity in Shanghai Autohome and that two of your variable interest
entities , whom you control contractually and not due to  equity ownership, will each own
25% of Shanghai Autohome.  Please revise your disclosure accordingly to reflect the nature
of your  anticipated  interest in Shanghai Autohome.

The Offering, page 9

5. We refer to the disclosure on page 11 regarding the total number of ordinary shares that will
be outstanding following the offering.   Please revise to clarify whether this number assumes
automatic conversion of your outstanding convertible preferred shares.

Risk Factors

Risks Related to our Industry and Business

We rely on a limited number…, page 17

6. Please revise to disclose the re venue attributable to each financing partner that , together with
its related borrowers,  contributes 10% or more to your loan facilitation services revenues
and/or total revenues for each period presented.  In this regard, we note that substantially all
of your revenues are derived from service fees for providing automotive financing
facilitation.

We may not be able to effectively manage our growth…, page 19

7. Please briefly describe the differences in Autohome Shanghai’s cost structure.

Jiayuan Lin
Cango Inc.
April 1 9, 2018
Page 3

 If we are unable to  maintain low overdue ratios…, page 20

8. Please disclose the percentage of financing transactions you have facilitated that are not
fully seasoned and disclose the period of time required before a financing transaction is
classified as fully seasoned.

We h ave not independently verified…, page 36

9. We note your statement that some of the information in the prospectus is based on industry
publications and reports generated by third parties and that you have not independently
verified the third -party data.  You  are responsible for the entire content of the registration
statement and should not include language that can be interpreted as a disclaimer of
information you have chosen to include.  Please revise  and make corresponding revisions on
page 66 .

Our failure to fully comply with PRC labor -related laws…, page 37

10. To the extent material and ascertainable, please disclose the unpaid amounts for social
insurance and housing fund contributions.

As a company incorporated in the Cayman Islands…, page 64

11. Please clarify which of the exemptions from the corporate governance listing standards of
the applicable exchange you intend to rely on  following the offering .

Use of Proceeds, page 67

12. Please revise your disclosure to state the estimated amount of proceeds from this offering
that you expect to use for each of your principal intended purposes.  Refer to Item 3.C.1  of
Form 20 -F.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Credit Performance, page 86

13. To the extent ma terial, p lease disclose the percentage of financing transactions for which
any installment payment is greater than 180 days  overdue .

Jiayuan Lin
Cango Inc.
April 1 9, 2018
Page 4

 Results of Operations

Nine Months Ended September 30, 2017 Compared to Nine Months Ended September 30, 2016,
page 91

14. In several instances, you identify two or more sources of a material change in your results of
operations period -over-period, but you do not quantify or otherwise discuss the extent to
which the identified sources contributed to the material change. For ex ample, you identify
several factors within your operating cost and expenses line items, but do not quantify these
factors.  Expand your disclosures to quantify, or otherwise describe the extent of the impact
of, each such source that contributed to a mater ial change.  See Item 5.A of Form 20 -F, and
refer to Section III.D of SEC Interpretive Release No. 33 -6835 for guidance.

Revenues, page 91

15. Tell us your consideration of quantifying the changes in revenue period -over-period by loan
facilitation fees and p ost-origination service fees.

Liquidity and Capital Resources, page 93

16. Your disclosures indicate that you have entered into several credit agreements in 2016 and
2017.  Please expand your disclosures to clarify if there are debt covenants associated with
these credit agreements.  Refer to Section IV.C of SEC Release  No. 33-8350.

Critical Accounting Policies, Judgements and Estimates

Revenue Recognition, page 98

17. Please disclose the nature and obligations of the post -origination services, or POS, that you
provide throughout the term of the loan.  Your disclosure indicates that the financial
institutions remit the recurring service fee to you on a periodic basis.  Clarify your
disclosure to indicate whether you recognize this service fee on an accrual basis or as
received and provide us the guidance to support your accounting.

18. We note your disclosure that you provide risk assurance obligation to certain financial
institutions under your revenue recognition policy.  Please clarify what revenues are
associated with this obligation.

19. Expand your revenue recognition policy to include your policies for each of your material
solutions and services.  In this regard, it does no t appear that you address revenue
recognition for your Automotive Transaction Facilitation and After -market Services
Facilitation.  Further, we note your disclosure regarding your co -partnership model under
Revenues on page 91 that does not appear to be di sclosed in your policy.

Jiayuan Lin
Cango Inc.
April 1 9, 2018
Page 5

 Share -Based Compensation, page 100

20. Expand your disclosures to provide the assumptions used in the valuation model for your
equity interests.  Also disclose the exercise price of these equity interests.  To the extent
there were any significant fluctuations in the fair values from period -to-period,  please
describe for us the factors that contributed to these fluctuations, including any intervening
events within the company or changes in your valuation assumptions or methodology.

21. Provide disclosure to explain how you determined the fair value of y our ordinary shares at
the time of equity issuances.  Provide and discuss the assumptions used.

Business

Our Strengths, page 113

22. We note your disclosure that your system is supported by advanced technologies in cloud
computing, distributed ledgers and b ig data analytics.  Please explain the nature and purpose
of distributed ledgers in the context of your business, and discuss any significant challenges
and risks with regard to its implementation and accessibility.

Our Relationships with Our Platform P articipants

Financial Institutions, page 124

23. Please discuss the material terms of your agreements with Jincheng Bank and WeBank ,
including the term of the agreements and related material termination  and renewal
provisions.

Description of American Deposi tary Shares, page 170

24. We note from  your risk factor disclosure on page 60 that  the deposit agreement contains a
provision that permits the depositary to elect to resolve any dispute under the deposit
agreement through arbitration.   Please expand the description of the ADSs to clarify
whether, and if so how, this provision  affects the rights of your ADS  holders to pursue
claims under United States  federal securities laws.

Taxation, page 181

25. We note that you intend to file the opinion of Simpson Thach er & Bartlett LLP regarding
certain United States tax matters, Conyers Dill & Pearman regarding certain Cayman Islands
tax matters and the opinion of Fangda Partners regarding certain PRC tax matters as
Exhibits 8.1, 8.2 and 8.3, respectively.  To the exte nt that you use short -form tax opinions ,
please revise to clearly identify each material tax consequence being opined upon and
identify the tax counsels.  For guidance, refer to Section III of Staff Legal Bulletin No. 19.

Jiayuan Lin
Cango Inc.
April 1 9, 2018
Page 6

Notes to the Consolidated Financial Statements

For the Year Ended December 31, 2016 and Nine Months Ended September 30,

2017(Unaudited)

Note 2. Summary of Significant Accounting Policies

Repossessed Assets, page F -24

26. Please tell us how you have provided the disclosures requir ed by ASC 310 -10-50 for your
purchased delinquent loans.   Please advise or revise.

Segment Information, page F -27

27. Your disclosures beginning on page 117 appear to show you have three distinct solutions
and services; Automotive Financing Facilit ation, Aut omotive Transaction Facilitation, and
After -market Services Facil itation.  Revise to disclose r evenue for the periods provided by
these three solutions and services and revise your MD&A discussion of revenues and related
costs accordingly.   Refer to ASC 2 80-10-50-40 and Item 5.A. of Form 20 -F.

Restricted Cash, page F -23

28. Please revise to disclose the nature of terms and restrictions on cash ; for example quantify
the proportion or percentage rate required to support the loans outstanding.  See ASC 230 -
10-50-7.  In addition, revise your Liquidity and Capital Resources discussion on page 98 to
provide the disclosures required by Form 20 -F, Part I, Item 5.B.1(b).

Note 13. Risk Assurance Liabilities, page F -39

29. Expand your disclosures to comply with each of the requirements in ASC 310 -10-50.  As an
example, tell us your consideration of providing disclosures related to credit quality,
impaired loans, modifications and nonaccrual status and past due financing rece ivables.

30. For the non -contingent aspect of your arrangements revise to provide the disclosures
required by ASC 460 -10-50-1 to 5.

Note 20. Fair Value Measurements, page F -47

31. Your fair value measurement disclosures appear to be incomplete.  In this regard , other
assets and liabilities that are measured at fair value either on a recurring or nonrecurring
basis appear to be not included.  For example, long -term investments, risk assurance

Jiayuan Lin
Cango Inc.
April 1 9, 2018
Page 7

 liabilities, short -term borrowings and long -term borrowings  should be included .  Refer to
ASC 820 -10-50.

32. Your statement on page F -48 that “the Company did not transfer any assets in or out of level
3 during the year ended December 31, 2016 and for the nine months ended September 30,
2017” is unclear.  In this regard, we no te that your table shows available -for-sale securities
of RMB 122,400,000 as Level 3 assets as of December 31, 2016 and no Level 3 assets as of
September 30, 2017.  Please advise or revise accordingly.  Further, provide reconciliation in
your footnote that  reconciles the opening balances to the closing balances, disclosing
separately changes during the period.  Refer to ASC 820 -10-50-2(c).

Note 21.2 Amounts due from related parties, page F -50

33. Tell us how you have complied with the disclosure requirement s of ASC 850 -10-50. Please
revise or advise.

Note 22. Share -based Compensation, page F -51

34. Revise to provide the disclosures required by ASC 718 -10-50.

Note 23. Commitments and Contingencies, page F -51

35. In accordance with ASC 450 -20-50, please expand you r disclosure to clearly disclose the
following information for your loss contingencies in aggregate or individually: (1) the
amount or range of reasonably possible losses in addition to the amounts accrued or (2) a
statement that the reasonably possible lo sses cannot be estimated or are not material to your
financial statements.

Schedules

36. Upon your restructuring to establish the Company as the parent company, provide
condensed financial information of the Parent Company.  Refer to Rule 12 -04 of Regulation
S-X.

General

37. You state that the prospectus contains information from an industry r eport commissioned by
you and prepared by Oliver Wyman Consulting (Shanghai) Ltd.  Please revise to provide the
date of the report and provide  us with a copy for our review.  C learly mark the specific
language in the supporting materials that supports each  statement in the prospectus.

38. Please supplementally provide us with copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,

Jiayuan Lin
Cango Inc.
April 1 9, 2018
Page 8

 present to potential investors in reliance o n Section 5(d) of the Securities Act, whether or not
they retain copies of the communications.

39. Please supplementally provide us with copies of any graphical materials or artwork you
intend to use in your prospectus.  Upon review of such materials, we may  have further
comments.   For guidance, refer to Question 101.02 of our Securities Act Forms Compliance
and Disclosure Interpretations.

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 s tatements and related matters.  Please contact Jeff Kauten, Attorney -Advisor, at (202) 551 -
3447 , or in his absence, me at (202) 551 -3483 , with any other questions.  If you require further
as