On February 12, 2026, Eastern Time, the Bitcoin mining company Cango Inc. (NYSE: CANG) announced the completion of a $10.5 million Class B common stock investment from Enduring Wealth Capital Limited (EWCL), while also signing a proposed $65 million Class A common stock investment agreement with entities related to the chairman and directors. This is a typical "two-step" equity financing arrangement, with the Class B shares already established and the large issuance of Class A shares still pending. More controversially, while EWCL only holds 4.71% equity, it controls 49.71% voting rights (both based on a single source), leading to a significant discrepancy between equity and voting rights. In this seemingly "capital replenishment + expansion" financing scenario, who truly controls Cango and how the voices of minority shareholders will be marginalized becomes an unavoidable central issue.
4.71% Equity Leverages 49.71% Voting Rights
● Extreme contrast between shareholding and voting rights: According to a single source, EWCL subscribed for 7 million Class B common shares at a price of $1.50 per share, corresponding to an equity stake of approximately 4.71%, but with voting rights proportion reaching as high as 49.71%. This means that EWCL, which is only an "important shareholder" at the equity level, almost has a "lock-in voting" capability in shareholder meetings, sufficient to directly influence key proposals such as board re-elections, major asset transactions, and adjustments in business direction.
● General logic of differential voting rights and the extremity of this case: In the U.S. stock structure, dual or multiple share structures are not uncommon; a common practice is to help founders or core management maintain control even after equity dilution through high-vote shares (e.g., 10 votes per share). However, even so, the relationship between shareholding and voting rights usually presents an "amplification" relationship rather than a "disruption" relationship, and it is rare to see an extreme ratio like 5% equity leveraging nearly 50% voting rights. The voting rights amplification coefficient attached to Class B shares in this case is evidently much higher than common practices, resulting in an exceptionally asymmetric corporate governance structure.
● Information gap regarding voting rights terms and limitations of single sources: Currently available public information only indicates that EWCL has gained the aforementioned voting rights proportion through Class B common shares, but specific terms have not been disclosed, such as the number of votes per Class B share, whether they can be converted to Class A shares, and whether there are adjustments to voting rights triggered by time or scenario are all information voids. All related data comes from a single source, and without regulatory documents or complete company announcements as proof, no definitive judgment on the refined design of this voting rights structure can be made, and it remains an important but unverifiable lead to observe.
● Potential consequences of controlling rights transfer under low shareholding ratio: Once the aforementioned voting rights arrangement is implemented, the substantive control of Cango may very well transfer beneath the seemingly modest equity ratio. For the company internally, this may accelerate decision-making efficiency, making strategic and capital operations more concentrated; but for other shareholders, especially minority shareholders, this means that without simultaneous changes in shareholding, control is quietly rewritten, and in the future, the voting weight in major matters such as mergers and acquisitions, financing, and asset disposal will be significantly diluted, raising concerns regarding governance transparency and benefit distribution mechanisms.
$65 Million Related Share Issuance
● The scale and pricing of the related party's $1.32 per share directed subscription: In addition to the EWCL Class B share trading, Cango also signed a proposed $65 million Class A common stock investment agreement with entities related to the chairman and multiple directors, at a subscription price of $1.32 per share (according to a single source). This price represents a discount to the $1.50 Class B shares of EWCL, and combined with the highly related investment entities and the current board of directors, this issuance carries a more "internal heavy investment" color, thus deeply binding the company's future capital structure with the risk-return of the management team itself.
● Comparison of total financing scale and company size: If both the $10.5 million Class B stock investment and the $65 million proposed financing for the Class A stock are counted, the theoretical highest scale of Cango's current equity financing is approximately $75.8 million (according to a single source). For a Bitcoin mining company, this absolute amount is sufficient to reshape the balance sheet and production capacity planning: whether used to expand computing power, optimize the debt structure, or layout energy and data center assets, it will significantly amplify the existing company size and may even determine its competitive position in the next round of mining cycles.
● Impact of the large related party capital increase on capital structure: When the chairman and director-related entities participate in the directed capital increase with large funds, the direct result is a significant increase in internal holding concentration, diluting the proportion of external shareholders in the total share capital. The capital structure shifts from a relatively dispersed configuration to that of a "core group + peripheral shareholders," which may bring decision-making consistency and execution power in the short term, while in the medium to long term, it will depend on whether related parties can "reward" diluted old shareholders by raising the company’s value, or more reflect the consolidation of internal power.
● Potential controversy over fairness and dilution pressure: Directing the capital increase at a price of $1.32 per share to related parties in the context of market price fluctuations and opaque company fundamentals inevitably raises discussions about whether the pricing is fair. For original shareholders, the addition of Class A shares will result in tangible dilution of shareholding proportions, and the pressure from future dividends and capital gains being diluted objectively exists; at the same time, the voting weight will also decrease. Although there are currently no publicly available market comments or controversy details to cite, from the basic principles of corporate governance, the pricing logic and approval process of this related party transaction are evidently risk points that need to be closely examined subsequently.
Dual-Line Power Restructuring: EWCL and Internal Capital Convergence
● The power landscape of strong voting rights and large internal funding: One line is that EWCL obtains nearly half the voting rights through Class B shares + super voting rights, and the other line is that related parties of the chairman and directors reinforce economic interests and equity voice through $65 million Class A share subscription. When these two forces simultaneously enter Cango's capital structure, the company's power landscape will be reshaped into a dual-center structure of "external strong voting rights shareholders + internal high-holding management," further marginalizing the traditional checks and balances that used to consist of dispersed institutions and minority shareholders.
● Potential alliances in the board and major decisions: In future arrangements of board seats, committee composition, and major transaction voting, a variety of alliances and counterbalancing scenarios may form between EWCL and the chairman and his related parties. One path may see both sides form a stable cooperation axis, highly coordinating on key directions such as business expansion, mergers and acquisitions, and financing rhythms, thus pushing the company towards a more aggressive growth trajectory; another possibility may see divergences over resource allocation and risk preferences, forming a game between "high voting rights external shareholders" and "high holding internal management," making internal governance of the company more uncertain.
● The significance of control stability in a highly volatile business: The Bitcoin mining business inherently possesses cyclicality and high volatility, requiring rapid and significant decision-making between computing power investment, energy costs, leverage use, and hedging strategies. If the control structure is too dispersed, it may delay decision-making during critical windows; but if it is overly concentrated, it may lack effective correction mechanisms when poor decisions arise. If this power restructuring is ultimately established, it will seek a new balance between improving decision-making efficiency and amplifying the consequences of a single decision error, with its success or failure directly reflected in the performance fluctuations in the next few mining cycles.
● Potential external scrutiny of unusual voting rights structure: The design of close to 5% equity corresponding to nearly 50% voting rights belongs to a clearly “abnormal structure” in the capital market, theoretically likely to draw the attention of regulators and professional investors. However, there is currently no publicly available information regarding the specific attitudes of the New York Stock Exchange or other regulatory parties towards this voting rights arrangement, nor are there verifiable public opinion or inquiry actions disclosed. Relevant reactions remain in a "await observation, await verification" state, and how external parties interpret this structure will become an important variable in measuring Cango’s governance risk premium.
Gold Price Surge and Mild Rise of Crypto Stocks: Cango's Timing Choice
● The record inflow into Chinese gold ETFs as a signal of risk aversion: Data from the World Gold Council shows that in January 2026, net inflows into Chinese gold ETFs reached 44 billion yuan, setting a historic record, indicating a significant increase in demand for traditional risk aversion and asset allocation. Against the backdrop of macro uncertainty and intertwining inflation expectations, a large amount of capital chose to increase exposure to physical assets through gold ETFs, a standardized tool, casting a more cautious shadow over the valuation system of overall risk assets.
● Mild strengthening of crypto concept stocks reflecting external sentiments: During the same period, overseas crypto concept stocks such as MicroStrategy, Coinbase, etc., recorded an increase of approximately 1% (moderate credibility), although the increase is limited, it reflects the market's continued risk appetite for crypto-related assets. In contrast to the substantial net inflows into gold ETFs, it can be seen that funds are layered between “defensive risk aversion” and “offensive risk assets,” with overall sentiment neither extremely fearful nor entirely optimistic, but closer to an active balance in an uncertain environment.
● Market environment backdrop against the distribution of capital: On one hand, tens of billions of funds are pouring into gold ETFs, pushing gold prices to a higher platform; on the other hand, crypto-related stocks maintain a moderate upward trend, showing marginal interest in technological narratives and high-beta assets. In this diverse capital pattern, Cango’s position in the Bitcoin mining track can benefit from the warming sentiment towards crypto assets, but will inevitably bear valuation pressure brought by the rise of macro risk aversion, adding a sense of urgency for it to "replenish blood" through equity financing.
● The significance of Cango choosing the timing of equity financing: Against the backdrop of soaring gold funds and mild rises in crypto stocks, Cango’s choice to launch an equity financing of up to approximately $75.8 million in February 2026 reflects more of a forward-looking layout for future mining cycles and capital expenditures, rather than an attempt to manipulate short-term trends across the entire crypto sector. Its timing choice can be understood as locking in funds before macro uncertainty intensifies, in exchange for more ample cash and expansion flexibility, but the impact on the overall valuation of the sector or the flow of funds should still be regarded as marginal and limited.
Losers and Winners in the Governance Gamble
● The real risk of dilution of minority shareholders’ voices: Under the dual effect that EWCL holds 49.71% voting rights with 4.71% equity, and that related parties significantly increase their holdings through capital increases, the voting rights and influence of minority shareholders will be systematically diluted. Even if they still hold a substantial proportion of shares in economic interests, their actual voices in board re-elections, compensation plans, major mergers, and related party transaction approvals may come close to being "passively accepted," leading to a formal retention of traditional “shareholder democracy” while contractually shrinking in substance.
● Positive scenario: Opportunities brought by deep binding and financing replenishment: From an optimistic perspective, the major shareholders and management tying their destinies closely with the company’s prospects through significant monetary inputs can help form a “shared fortunes” incentive mechanism. If the $75.8 million funding is effectively invested in expanding computing power, cost optimization, and technological upgrades, Cango has the opportunity to amplify profit elasticity in the next Bitcoin bull market, allowing all holders, including minority shareholders, to share higher capital gains.
● Negative scenario: Risks of highly concentrated control and governance black-box: A pessimistic scenario points to potential governance issues that may arise after overly concentrated control, such as related party transaction proposals easily passing without sufficient questioning and negotiation, information disclosure becoming more "selective," and the review process for major decisions closing off to external shareholders. For a capital-intensive and cyclically volatile business like mining, incorrect expansion rhythms or risk management errors, if lacking external checks and transparent oversight, often only reveal their negative consequences at cycle turning points, by which time it may be too late for minority shareholders to recover losses.
● Key information nodes for investors to track: During periods when key information remains opaque, it is more suitable for investors to view current judgments as scenario simulations rather than definitive conclusions. Future key nodes that need to be closely monitored include: the complete disclosure of the EWCL investment agreement, specific voting rights terms for Class B shares, the formal implementation of Class A stock issuance by the chairman and related parties, and the progress of related issuance approvals by the New York Stock Exchange, etc. This information will directly determine Cango's final control structure and governance framework, ultimately deciding who wins and who loses in this "financing subplot."
Where is Cango headed after rewriting control rights?
The financing arrangement surrounding the $10.5 million Class B stock investment and $65 million proposed Class A stock issuance is essentially not just a sizable capital replenishment but also a rewriting of Cango’s power structure and corporate governance framework. Through the extremely asymmetric design of voting rights and large-related party capital increases, control rights are gradually shifting from a relatively dispersed shareholder system to a few core entities, deeply embedding strategic decision-making and resource allocation in future paths.
However, critical aspects of information remain missing: the specific voting rights terms of EWCL Class B shares have not been made public, and the approval and execution details of related capital increases also await further disclosure, making discussions about Cango’s governance risks and opportunities largely remain at the level of structural analysis and scenario deduction, rather than definitive judgments. In an environment intertwined with fluctuations of Bitcoin mining cycles and global capital market volatility, Cango may take one of three paths: firstly, using concentrated control and abundant capital to rapidly expand in the next bull market, increasing scale and ultimately benefiting all shareholders; secondly, getting caught in a cyclic backlash amidst aggressive expansion and high-leverage gambles, turning governance risks into actual losses; thirdly, making moderate adjustments to current voting rights and capital increase structures under pressure from external regulation and market feedback, seeking a compromise between efficiency and checks and balances.
For investors, what truly needs vigilance is the asymmetrical distribution of “risk-return” behind the voting rights design and related capital increase: when minority subjects hold decision-making authority while risks and losses are averaged among all shareholders, any seemingly enticing growth story should be treated with more prudent scrutiny. Cango’s current $75.8 million financing scheme may serve as a bet on the next mining cycle, as well as a reality exam on control rights and governance boundaries.
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