SecProbe.io

November 19, 2024
Tian Gao
Vice President
Pony AI Inc.
1301 Pearl Development Building
1 Mingzhu 1st Street, Hengli Town, Nansha District,
Guangzhou, People’s Republic of China, 511458
Re:Pony AI Inc.
Amendment No. 2 to Registration Statement on Form F-1
Filed November 14, 2024
File No. 333-282700
Dear Tian Gao:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies 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 this letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our November 5, 2024 letter.
Form S-1 filed November 14, 2024
Risk Factors
"Tensions in international trade and investment and rising political tensions, particularly
between the United States and China...", page 30
We note your response to prior comment one. Your disclosure regarding your
dependence on R&D activities and your continued investment in such activities show
that R&D is material to your business. In particular, we note that you plan to use a
significant percentage of the proceeds from your offering for continued investments in
R&D.  Accordingly, please revise your disclosure to discuss how the U.S. Commerce
Department’s proposed ban may impact your R&D/testing in the U.S. and whether
that may materially affect your R&D activities overall. Additionally, in regard to the 1.

November 19, 2024
Page 2
VCS hardware you use in U.S.-based testing that is partly sourced from Chinese
suppliers, please advise whether you are going to continue these activities if your
supply chain is impacted.
Regulations on Foreign Investment, page 162
2.Disclose whether your business is considered “encouraged, restricted or prohibited”
under the applicable PRC regulations relating to foreign investment in PRC
companies.  We note that other PRC based companies engaged in developing
autonomous driving vehicles have recently restructured their businesses so that they
no longer operate their businesses through VIEs.  Clarify whether you did the same
and how you were able to do so.  For example, if certain of your operations, such as
mapping and surveying technologies, were transferred to a third party, please disclose
the details of the transaction.
Amendment No. 1 to Registration Statement on Form F-1
Financial Statements
Note 13. Subsequent Events, page F-84
3.We note your response to prior comment 11. Please disclose your accounting and the
financial impact of this modification. Refer to ASC 855-10-50-2. Indicate whether the
amendment to the preferred stock represents an extinguishment or modification.
            Please contact Joseph Cascarano at 202-551-3376 or Robert Littlepage at 202-551-
3361 if you have questions regarding comments on the financial statements and related
matters. Please contact Mariam Mansaray at 202-551-6356 or Matthew Crispino at 202-551-
3456 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Hi Le