Correspondence 0001104659-24-123130 from Pony AI Inc. (PONY)
Pony AI Inc.
Date: Nov. 26, 2024 · CIK: 0001969302 · Accession: 0001104659-24-123130
AI Filing Summary & Sentiment
File numbers found in text: 001-42409, 333-282700
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CORRESP
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Goldman Sachs (Asia) L.L.C.
68th Floor, Cheung Kong Center
2 Queen’s Road Central
Hong Kong
Merrill Lynch (Asia Pacific) Limited
55/F Cheung Kong Center
2 Queen’s Road Central
Hong Kong
Deutsche Bank AG, Hong Kong Branch
60/F, International Commerce Centre
1 Austin Road West, Kowloon
Hong Kong
Huatai Securities (USA), Inc.
21 Floor East, 280 Park Avenue
New York, NY 10017
United States
As
representatives of the underwriters
VIA EDGAR
November 26,
2024
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
Re: Pony AI Inc. (the “Company”)
Registration Statement on Form F-1, as amended (File
No. 333-282700)
Registration Statement on Form 8-A (File No. 001-42409)
Dear Ladies and Gentlemen:
We
hereby join the Company’s request for acceleration of the above-referenced Registration Statements, requesting effectiveness at
5:00 p.m., Eastern Time on November 26, 2024, 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 will take reasonable steps to secure adequate distribution of the preliminary prospectus, dated November 14, 2024, to underwriters,
institutional investors, dealers and others prior to the requested effective time of the Registration Statements.
The undersigned advise that
the underwriters have complied and will continue to comply with Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
[Signature page follows]
Very truly yours,
Goldman Sachs (Asia) L.L.C.,
Merrill Lynch (Asia Pacific) Limited,
Deutsche Bank AG, Hong Kong Branch
Huatai Securities (USA), Inc.
As
representatives of the underwriters
Goldman Sachs
(Asia) L.L.C.
(Incorporated in Delaware, U.S.A.
with limited liability)
By:
/s/ Darius
Naraghi
Name:
Darius Naraghi
Title:
Managing Director
Merrill Lynch (Asia Pacific) Limited
By:
/s/ Lei
Shao
Name:
Lei Shao
Title:
Managing Director
Deutsche Bank AG, Hong Kong Branch
By:
/s/ Rui
Wang
Name:
Rui Wang
Title:
Managing Director
By:
/s/ Albert Chang
Name:
Albert Chang
Title:
Managing Director
Huatai Securities (USA), Inc.
By:
/s/ Bryan
Lin
Name:
Bryan Lin
Title:
Managing Director