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United States securities and exchange commission logo
October 10, 2023
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
Draft Registration Statement on Form F-1
Submitted September
13, 2023
CIK No. 0001969302
Dear Tian Gao:
We have reviewed your amended draft registration statement and have
the following
comment(s).
Please respond to this letter by providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. 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 the information you provide in response to this
letter and your amended
draft registration statement or filed registration statement, we may
have additional comments.
Amendment No. 2 to Draft Registration Statement on Form S-1 Submitted
September 13, 2023
Our Summary Consolidated Financial Data
Condensed Consolidating Schedule, page 20
1. Please update to
include condensed consolidating financial information through June 30,
2023. Further revise
your presentation of Condensed consolidating cash flows
information to clearly
indicate loans and contributions between and among entities
to align with your
disclosure on pages 9-10.
2. Due to a significant
portion of your revenues derived from related parties, please re-
characterize "revenues
from external parties" as appropriate.
Tian Gao
FirstName LastNameTian Gao
Pony AI Inc.
Comapany
October 10,NamePony
2023 AI Inc.
October
Page 2 10, 2023 Page 2
FirstName LastName
Capitalization , page 92
3. Refer to your disclosure on pages F-87 and F-89. Please revise your
"pro forma" and "pro
forma as adjusted" presentations of the capitalization table hereunder
and the dilution
table on page 94 to give effect to the compensatory impact of the
following:
certain performance options and RSUs for which both the
performance and relevant
service conditions will have been satisfied in the period when an
IPO or a sale event
is completed
outstanding RSAs which shall be fully vested as of completion of
the IPO.
4. Please further quantify and disclose the total number of Class A and
Class B ordinary
shares outstanding as of the most recent balance sheet date, excluding
such
shares underlying share-based awards (if not exercised or converted as
of the date of the
IPO), shares reserved for future issuance under the Pony AI 2016 Share
Plan, and
the Series D preferred shares issuable upon the exercise of a warrant
held by China-UAE
Investment Cooperation Fund, L.P. We note your disclosure on page 17.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Key Components of Results of Operations
Revenues, page 104
5. Addressing seasonality, customer licensing (perpetual or annual), new
offerings or work
orders, and other factors, please disclose how and why you experienced
a significant
increase in your revenue from licensing and applications during the
second half of 2022.
In this regard, we note that such revenues were $908,000 for the six
months ended June
30, 2022, and rose to $37.1 million by year-end. Refer to Item 303(b)
of Regulation S-K.
Please also address whether you expect a similar surge in revenues
from licensing and
applications during the second half of 2023.
Please contact Robert Littlepage at 202-551-3361 if you have questions
regarding
comments on the financial statements and related matters. Please contact Mariam
Mansaray at
202-551-5176 or Matthew Crispino at 202-551-3456 with any other questions.
Sincerely,
Division of
Corporation Finance
Office of
Technology
cc: Hi Le