SecProbe.io

March 13, 2020
Wenxian Fan
Chief Executive Officer
Pony Group Inc.
Engineer Experiment Building, A202
7 Gaoxin South Avenue, Nanshan District,
Shenzhen, Guangdong Province,
People’s Republic of China
Re:Pony Group Inc.
Amendment No. 2 to Registration Statement on Form S-1
Filed March 2, 2020
File No. 333-234358
Dear Ms. Fan:
            We have reviewed your amended 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.
Amended Form S-1 filed March 2, 2020
Executive Compensation, page 42
1.Please update to provide the compensation disclosure required for your most recent fiscal
year end.  Refer to Item 402 of Regulation S-K.
Principal Stockholders, page 43
2.We note the beneficial ownership table is dated as of September 30, 2019.  Please update
the beneficial ownership table to the most recent practicable date.

 FirstName LastNameWenxian Fan
 Comapany NamePony Group Inc.
 March 13, 2020 Page 2
 FirstName LastName
Wenxian Fan
Pony Group Inc.
March 13, 2020
Page 2
Item 16. Exhibits
Exhibit 10.3, page II-3
3.Please refer to section 6.5 of your Subscription Agreement.  We note the forum
selection provision in your subscription agreement identifies the exclusive jurisdiction of
the Federal District Court of New York and if such court does not have proper
jurisdiction, the State Courts of New York County, New York.  Please disclose this
exclusive forum provision in your prospectus. Provide risk factor disclosure discussing the
potential impact on investors, including increased costs to bring a claim and that this
provisions could discourage claims or limit investors’ ability to bring a claim in a judicial
forum that they find favorable.  Also, we note that Section 22 of the Securities Act creates
concurrent jurisdiction for federal and state courts over all suits brought to enforce any
duty or liability by the Securities Act or the rules and regulations thereunder.  As such,
please also revise your prospectus to state that there is uncertainty as to whether a court
would enforce such a provision as to Securities Act claims. Additionally clarify whether
this provision would apply to subsequent secondary purchasers.
4.Please refer to Item 6.15 of your Subscription Agreement.  Please disclose the waiver of
trial by jury in your prospectus, under "Description of Capital Stock," at page 45.  Please
also clarify if the provision applies to claims under the federal securities laws and whether
or not these provisions would apply to secondary purchasers.  To the extent this provision
applies to claims under the federal securities laws, provide risk factor disclosure
describing the attendant risks, including any question whether or not a court would
enforce the provision, as well as impacts of limitations on claims arising under other
applicable state or federal laws.  If this provision does not apply to federal securities law
claims, please ensure that the jury trial waiver provision in the subscription agreement
states this clearly.
            You may contact Melissa Gilmore at 202-551-3777 or Melissa Raminpour at 202-551-
3379 if you have questions regarding comments on the financial statements and related
matters.  Please contact Susan Block at 202-551-3210 or John Dana Brown at 202-551-3859
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Finance