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October 7, 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 Draft Registration Statement on Form F-1
Submitted September 9, 2024
CIK No. 0001969302
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 October 10,
2023 letter.
Amendment No. 3 to Draft Registration Statement on Form F-1 Submitted September
9,
2024
Condensed Consolidating Schedule, page 21
1. Please update to include condensed consolidating financial information
through June
30, 2024. 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 page 10.
2. Since a significant portion of your revenues were derived from related
parties, please
re-characterize "revenues from external parties" as appropriate.
October 7, 2024
Page 2
Risk Factors
"We use third-party providers of cloud infrastructure to operate our
business...", page 38
3. We note your disclosure here and elsewhere that you use third-party
providers of
cloud infrastructure to operate your business. Please clarify whether
any of those
third-party providers are located in China and whether user and non-user
data,
including mapping data, is stored in China. In addition, disclose any
material risks
relating to regulations regarding the storage and transmission of such
data from other
jurisdictions to China.
"Our inability to obtain or agree on acceptable terms and conditions for all or
a significant
portion of the government grants, loans...", page 54
4. We note your disclosure that you received government grants. Please
disclose the
terms and conditions of the government grants received and anticipated
to be
received. We also your disclosure of the cash flows for each period
presented. Clarify
which countries provided the grants and the currency received.
Capitalization, page 91
5. We refer you to your disclosure on pages F-82 and F-83. Please revise
your "pro
forma" and "pro forma as adjusted" presentations of the capitalization
table and the
dilution table on page 93 to give effect to the compensatory impact of
the 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.
6. 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, as
noted in your disclosure on page 18.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations, page 101
7. Your discussion comparing the results of operations for the June 30,
2024, quarter to
the June 30, 2023, quarter provides little quantification where a
material change is
attributed to two or more factors. For example, in regard to robotruck
service
revenues, you charge customers service fees by mileage depending on
specific
transport routes and/or by tonnage. Therefore, please revise and discuss
the increase in
transportation service fees by quantifying changes in mileage on
specific transport
routes and tonnage. Additionally, discuss how and why you experienced a
significant
increase in your revenue from licensing and applications by quantifying
increases
of your various services, such as POV intelligent solutions, value-added
technological
services and V2X (vehicle-to-everything) products and services. Please
revise
throughout your results of operations discussion to separately quantify
how each
factor contributed to the changes in your revenue and expenses for the
periods
presented. Refer to Item 303(b) of Regulation S-K.
October 7, 2024
Page 3
Business, page 129
8. We note your disclosure on page 147 that you have operations in the
United States
with a team of 101 employees and currently have R&D and autonomous
vehicle
testing programs in the Bay Area, California, as well as Tucson, Arizona.
Please
include a risk factor highlighting potential impediments to your
involvement in the
U.S. market, such as the U.S. Commerce Department's proposed ban on on
the sale of
connected and autonomous vehicles in the U.S. that are equipped with
Chinese
software and hardware.
9. Please expand your disclosure of your operations in the U.S to include a
discussion of
the products or services currently in the U.S. market that generate
revenue.
Financial Statements
Note 1. Operations and Principal Activities
(b) Consolidated VIEs in the PRC, page F-61
10. We note prior to the "completion date of Reorganization in February
2024, the VIEs
were engaged in research and development activities without any revenue
generated,
and the related results of operations and cash flows of the VIEs were not
material."
With a view towards expanded disclosure, please tell us:
the nature and extent of Beijing ZX's and Guangzhou ZX's operating
activities
after the completion of the Reorganization;
if any rights to technology, intellectual property, licenses, or any
ongoing research
and development activities were transferred out of the Company as part
of the
Reorganization; and
if any of the former employees of Beijing ZX and Guangzhou ZX are no
longer
employed with the Company in connection with the Reorganization.
Note 13. Subsequent Events, page F-84
11. Please explain to us how you are accounting for the modification of the
terms of the
outstanding Preferred Shares. Provide references to the accounting
literature relied
upon as a basis for your accounting.
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