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    Davis Polk & Wardwell
 Hong Kong Solicitors
 The Hong Kong Club Building
 3A Chater Road
 Hong Kong

    davispolk.com

    Resident Hong Kong Partners

    James C. Lin *

    Gerhard Radtke *
 Martin Rogers **
    Miranda So *

    James Wadham **

    Xuelin Wang *

    Hong Kong Solicitors

    * Also Admitted in New York

    ** Also Admitted in England and Wales

    November 25,
    2024

    Re:
    Pony AI Inc.

    Amendment No. 3 to Registration Statement on Form F-1

    CIK No. 0001969302

Joseph Cascarano

Robert Littlepage

Mariam Mansaray

Matthew Crispino

Division of Corporation Finance

Office of Technology

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Ladies and Gentlemen:

On behalf of our client, Pony AI Inc., an exempted
company incorporated under the laws of the Cayman Islands (the “Company”), we submit to the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) this letter setting forth the Company’s responses
to the comments contained in the Staff’s letter dated November 22, 2024 on the Amendment No. 3 to the Company’s
registration statement on Form F-1 publicly filed on November 20, 2024 (the “Registration Statement Amendment No. 3”).

Concurrently with the submission of this letter,
the Company is filing an amendment to the Registration Statement (“Registration Statement Amendment No. 4”) and
certain exhibit via EDGAR to the Commission, together with a free writing prospectus containing certain changes made to the preliminary
prospectus previously filed as part of the Registration Statement Amendment No. 3. The Company confirms that its securities have
not been previously sold pursuant to an effective registration statement under the Securities Act of 1933, as amended.

The Company, together with the underwriters, expects
to file joint acceleration requests to have the registration statement declared effective as soon as the outstanding comments are resolved.
The Company would greatly appreciate the Staff’s continuing assistance in meeting the proposed timetable.

*	     *	     *	     *

Registration Statement Amendment No. 3
Filed November 20, 2024

Risk Factors, page 30

 1. We note that you have conducted transactions with Sinotrans,
                                            a non-controlling shareholder of your subsidiary Cyantron and you offered Virtual Driver
                                            operation services to Sinotrans in exchange for services fees of approximately US$21.2 million
                                            in 2022, US$22.5 million in 2023 and US$12.3 million in the six months ended June 30,
                                            2024. Please add risk factor disclosure addressing the extent to which your revenue is derived
                                            from related party transactions as indicated in the table at the bottom of page 195.
                                            Additionally, discuss risks arising from your reliance on related party transactions to conduct
                                            ordinary business transactions and the impact such transactions and continuous service fees,
                                            such as through your partnership with Sinotrans, could have on the company's future business
                                            and operations.

In response to the Staff’s comment, the Company has
revised its disclosure on pages 36 and 37 of the Registration Statement Amendment No. 4.

November 25, 2024

“Our business is subject to substantial regulations and
may be adversely affected by changes in automotive safety regulations...”, page 37

 2. We note this risk factor focuses on part of “surveying
                                            and mapping” activities; however, your disclosure elsewhere suggests that these activities
                                            are outsourced to unrelated third parties. Please clarify how existing regulations affect
                                            your Company when these activities are outsourced. In addition, tell us the name of the company
                                            that provides you these services and why your agreement with this third party is not being
                                            filed as a material agreement.

The Company respectfully advises the Staff that the
referenced risk factor was intended to address the potential regulatory risks the Company faces as a China-based autonomous driving
company, including the possibility of heightened laws and regulations in the future. With respect to surveying and mapping
activities that are outsourced to third parties, the Company notes that existing PRC laws and regulations generally prohibit any
company from engaging in such activities without obtaining the requisite license, which is currently subject to foreign investment prohibition and available exclusively to PRC domestic companies. This prohibition led
to the Company’s engagement of external qualified surveying and mapping service providers (which is permitted by PRC laws).
The Company has revised its disclosure on page 38 of Registration Statement Amendment No. 4 to clarify this.

Due to such prohibition, the Company currently outsources
its surveying and mapping activities to the below three independent third-party service providers, who deliver a range of services on
arm’s-length terms typically ranging from one to three years (renewal options in some cases).

    Name
    of

    Service

    Provider
    Background

    Information
    Principal
    Services

    Procured by Pony
    Fee
    Terms

    Amap
    A
    leading domestic digital map, navigation, and location service provider
    Real-time
    maps and transit information on the PonyPilot mobile app and web pages
    One-time
    fixed service fees for the entire contract term

    NavInfo
    A
    top-tier domestic supplier of integrated solutions for smart mobility applications
    Provision of
    high-definition digital maps
    One-time
    fixed service fees for the entire contract term

    Xianli
    A
    leading domestic supplier of data annotation services for autonomous driving and other commercial applications
    The collection and handling of mapping and surveying related data
    Service
    fees determined based on factors including the data quantities and complexity of deliverables and outputs

The Company acknowledges the requirements of paragraph
(b)(10) of Item 601 of Regulation S-K, which state that contracts made in the ordinary course of business are generally not required
to be filed unless, among other categories, the registrant’s business is substantially dependent on such contracts for the
purchase of goods, services, or raw materials. The Company has not filed the agreements with these service providers because it
considers these agreements to be made in the ordinary course of business and not of such nature as to make the Company substantially
dependent on them, or otherwise constitute a material contract under any other category specified
under paragraph (b)(10) of Item 601 of Regulation S-K Specifically:

    2

November 25, 2024

 (i) Ordinary-course-of-business procurements. These agreements align with the ordinary procurement practices of the Company
                                                                for purposes of paragraph (b)(10)(ii) of Item 601 of Regulation S-K, where the agreements are negotiated at arm's length and
                                                                procured in the same manner as other outsourced components and services, such as automotive-grade sensors and other raw materials
                                                                and technology services, and are subject to the Company’s standard procurement policies and procedures for onboarding
                                                                qualified suppliers and placing orders with them, which is consistent with industry practices in China according to the Company’s industry consultant.

 (ii) Lack of substantial dependence or significance. The Company is not substantially dependent on any of these agreements, either
                                                                 operationally or financially. The contract value of the agreements with each service provider was financially insignificant, with
                                                                 none exceeding 5% of the Company’s total procurement expenditures in 2022, 2023 or the first nine months of 2024. Also, the
                                                                 management considers alternative service providers to be readily available in the PRC market, should the Company decide to replace
                                                                 any of these service providers.  Actually the Company has historically replaced other independent third-party vendors for
                                                                 surveying and mapping activities without experiencing any material disruptions to its operations.

Nevertheless, in response to the Staff’s comment,
the Company has enhanced its disclosure on pages 165 and 166 of Registration Statement Amendment No. 4 to provide more background
information about, and contractual relationships with, its third-party surveying and mapping service providers.

Regulations

Regulations on Foreign Investment, page 162

 3. We note your response to prior comment 2, which indicates
                                            “that no part of [the Company’s] business falls under any of the “encouraged,
                                            restricted or prohibited” categories. Your existing disclosure, however, highlights
                                            that foreign investment is classified under one of three categories but does not highlight
                                            which category. Please revise your disclosure on your cover page and under this section
                                            to make clear how foreign investment in your Company is regulated under the Special Administrative
                                            Measures (Negative List) for the Access of Foreign Investment (2024 Version) and the Catalogue
                                            of Encouraged Industries for Foreign Investment (2022 Version).

The Company advises the Staff that:

 (i) the Special Administrative Measures (Negative List) for the Access
                                            of Foreign Investment (2024 Version) identify industries in China where foreign investments
                                            are either “prohibited” or “restricted.” Industries that do not fall
                                            with such categories are considered open to foreign investment.  The development and
                                            application of autonomous driving technology, which constitutes the Company’s main
                                            business, does not fall under either “prohibited” or “restricted”
                                            categories and is therefore permitted for foreign investment.

 (ii) the Catalogue of Encouraged Industries for Foreign Investment
                                            (2022 Version) identifies industries in China where foreign investments are proactively
                                            encouraged (which are also neither “prohibited” or “restricted” under
                                            the Negative List discussed above).  This catalogue often serves as a reference for
                                            local governments in China to formulate and implement their foreign investment support policies.
                                            While the development and application of autonomous driving system is included in this catalogue,
                                            the Company has not received any specific benefits or preferential treatment as a result
                                            of this inclusion. For details of the government grants historically received by the Company
                                            for other reasons, see “Risk Factors – Risks Relating to Our Business and Industry
                                            – Our inability to obtain or agree on acceptable terms and conditions for all or a
                                            significant portion of the government grants, loans, subsidies, tax treatment and other incentives
                                            for which we may apply could have a material adverse effect on our business, results of operations
                                            or financial condition” on page 58 of the Registration Statement Amendment No. 4.

The Company has
revised its disclosure on the cover page and pages 163 and 164 of the Registration Statement Amendment No. 4 to clarify
this.

    3

November 25, 2024

 4. We note your disclosure in response to our previous comment
                                            1 that "[N]one of the Company, its subsidiaries and its former VIEs engages in any mapping
                                            or surveying activities before or after the termination of the former VIE arrangements. Rather,
                                            the relevant subsidiaries and former VIEs (which subsequently became wholly-owned subsidiaries)
                                            have been procuring mapping and surveying data and services that support their driving algorithms
                                            and functions from multiple external PRC mapping data and surveying suppliers that hold the
                                            relevant mapping and surveying qualifications." However, we note recent articles that
                                            suggest that the Company has secured patents on certain technology used for mapping and surveying
                                            in connection with autonomous driving technology. For example, a March 2024 article
                                            from GlobalData indicates that your Company has been granted a patent for a system that uses
                                            processors and memory to identify and predict changes in entities on a map over time and
                                            the system updates the map based on predicted changes and navigates a vehicle accordingly.
                                            Please advise as to current state of your mapping and surveying activities.

The
Company respectfully clarifies that it procures standard and ancillary surveying and mapping services from independent suppliers in
China because none of the Company or its subsidiaries holds the requisite mapping and surveying license (which is subject to foreign
investment prohibition and is currently available exclusively to PRC domestic companies), and neither does the Company plan to
obtain such license by adopting a VIE structure. This decision was made not due to a lack of technological capability, but rather
both from an economic perspective and for PRC regulatory compliance reasons. In China, such services are generally readily
attainable on reasonable terms from a number of renowned domestic technology firms specialized in digital maps and related data
services (including, but not limited to, those engaged by the Company). Those firms provide standard mapping services not only to
autonomous driving companies like the Company but also to automakers and other ride-hailing and logistics companies. The
patent referenced in the GlobalData article