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November 22, 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. 3 to Registration Statement on Form F-1
Filed November 20, 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 19,
2024
letter.
Registration Statement on Form F-1 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
November 22, 2024
Page 2
transactions and continuous service fees, such as through your
partnership
with Sinotrans, could have on the company's future business and
operations.
"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.
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).
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.
Note 2. Summary of Significant Accounting Policies
(k) Revenue Recognition, page F-17
5. In regard to your "Virtual driver operation services" disclosures,
please expand your
revenue recognition policy to provide sufficient information regarding
the nature,
amount, timing, and uncertainty of revenue and cash flows arising from
your contracts
with customers, consistent with the disclosure objective in ASC
606-10-50. In this
regard, please disclose the following.
November 22, 2024
Page 3
Describe the material terms, obligations and conditions of the
virtual driver
operation services arrangements.
Clarify who your customers are, and how you generate revenue (a)
from
the operation of the driverless taxi services and robot truck
logistics services and
(b) incur the associated cost of revenue and what these costs
consist of. In
connection with this, explain precisely what your performance
obligations are for
operating driverless taxi and robot truck logistics services and how
you fulfill the
performance obligations.
Explain whether completion of the performance obligations of
ride-hailing and
logistics services occur at a point in time or over time, including
the judgments,
and changes in the judgments, made that significantly affect the
determination of
the amount and timing of your revenue, including explaining the
judgments, and
changes in the judgments, used in determining the timing of
satisfaction of the
performance obligations and the transaction price. Refer to ASC
606-10-50-17 to
50-19.
Disclose information about the methods, inputs, and assumptions
used for
determining the transaction price.
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