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) |
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| 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 | |