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

1.     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
 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