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1、F-1 1 tm2310344-12_f1.htm F-1TABLE OF CONTENTSAs filed with the Securities and Exchange Committee on October 17,2024Registration No.333-UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549 FORM F-1REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933 Pony AI Inc.(Exact name of Registr
2、ant as specified in its charter)Not Applicable(Translation of Registrants name into English)Cayman Islands(State or other jurisdiction ofincorporation or organization)7373(Primary Standard IndustrialClassification Code Number)Not Applicable(I.R.S.EmployerIdentification Number)1301 Pearl Development
3、Building1 Mingzhu 1st Street,Hengli Town,Nansha District,Guangzhou,Peoples Republic of China,511458+86 020-3466 7656(Address,Including Zip Code,and Telephone Number,Including Area Code,of Registrants Principal Executive Offices)Cogency Global Inc.122 East 42nd Street,18th FloorNew York,NY 10168(800)
4、221-0102(Name,address,including zip code,and telephone number,including area code,of agent for service)Copies to:Li He,Esq.James C.Lin,Esq.Davis Polk&Wardwell LLPc/o 18th Floor,The Hong KongClub Building3A Chater Road,CentralHong Kong+852 2533-3300 Shuang Zhao,Esq.Cleary Gottlieb Steen&Hamilton LLPc
5、/o 37th Floor,Hysan Place500 Hennessy Road,Causeway BayHong Kong+852 2521-4122 Approximate date of commencement of proposed sale to the public:As soon as practicable after the effective date of this registrationstatement.If any of the securities being registered on this Form are to be offered on a d
6、elayed or continuous basis pursuant to Rule 415 under theSecurities Act of 1933,check the following box.If this Form is filed to register additional securities for an offering pursuant to Rule 462(b)under the Securities Act,check the followingbox and list the Securities Act registration statement nu
7、mber of the earlier effective registration statement for the same offering.If this Form is a post-effective amendment filed pursuant to Rule 462(c)under the Securities Act,check the following box and list theSecurities Act registration statement number of the earlier effective registration statement
8、 for the same offering.If this Form is a post-effective amendment filed pursuant to Rule 462(d)under the Securities Act,check the following box and list theSecurities Act registration statement number of the earlier effective registration statement for the same offering.Indicate by check mark whethe
9、r the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.Emerging growth company If an emerging growth company that prepares its financial statements in accordance with U.S.GAAP,indicate by check mark if theregistrant has elected not to use the extended tra
10、nsition period for complying with any new or revised financial accounting standards providedpursuant to Section 7(a)(2)(B)of the Securities Act.The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until theregistrant shall fil
11、e a further amendment which specifically states that this registration statement shall thereafter become effective in accordancewith Section 8(a)of the Securities Act of 1933,as amended,or until the registration statement shall become effective on such date as the UnitedStates Securities and Exchang
12、e Commission,acting pursuant to such Section 8(a),may determine.The term“new or revised financial accounting standard”refers to any update issued by the Financial Accounting Standards Board to itsAccounting Standards Codification after April 5,2012.TABLE OF CONTENTSSubject to CompletionPreliminary P
13、rospectus Dated,2024American Depositary SharesPony AI Inc.Representing Class A Ordinary Shares This is an initial public offering of American depositary shares,or ADSs,representing Class A ordinary shares of Pony AI Inc.We areoffering a total of ADSs,each representing of our Class A ordinary shares,
14、par value US$0.0005 per share.The underwritersmay also purchase up to Class A ordinary shares within 30 days to cover over-allotments,if any.Prior to this offering,there has been no public market for the ADSs.We expect the initial public offering price will be betweenUS$and US$per ADS.We have applie
15、d to list the ADSs representing our Class A ordinary shares on the Nasdaq Global SelectMarket under the symbol“PONY.”The closing of this offering is conditioned upon the final approval from the Nasdaq Global Select Marketof our listing application.Neither the United States Securities and Exchange Co
16、mmission nor any other regulatory body has approved or disapproved of thesesecurities,or determined if this prospectus is truthful or complete.Any representation to the contrary is a criminal offense.Following the completion of this offering,our issued and outstanding share capital will consist of C
17、lass A ordinary shares and Class Bordinary shares.Dr.Jun Peng,our Chief Executive Officer and director,and Dr.Tiancheng Lou,our Chief Technology Officer and director,will collectively beneficially own all of our issued Class B ordinary shares and will collectively be able to exercise%of the total vo
18、tingpower of our issued and outstanding share capital immediately following the completion of this offering,assuming the underwriters do notexercise their option to purchase additional ADSs.Holders of Class A ordinary shares and Class B ordinary shares have the same rightsexcept for voting and conve
19、rsion rights.Each Class A ordinary share is entitled to one vote and each Class B ordinary share is entitled to ten(10)votes.Each Class B ordinary share is convertible into one Class A ordinary share at any time by the holder thereof,while Class Aordinary shares are not convertible into Class B ordi
20、nary shares under any circumstances.Upon any sale,transfer,assignment or dispositionof any Class B ordinary share by a holder thereof to any non-affiliate to such holder,each of such Class B ordinary share will beautomatically and immediately converted into one Class A ordinary share.See“Description
21、 of Share Capital.”Immediately following thecompletion of this offering,we will be a“controlled company”within the meaning of the Nasdaq rules.See“Principal Shareholders.”Pony AI Inc.(the“Company”)is a Cayman Islands holding company which does not have any substantive business operations by itself.I
22、n China,Pony AI Inc.conducts operations through its PRC subsidiaries.Historically,Pony AI Inc.also operated its business in Chinathrough its former consolidated variable interest entities(the“former VIEs”or“former VIE Entities”).The former VIEs were owned bycertain nominee shareholders,not Pony AI I
23、nc.The former VIEs were consolidated for accounting purpose only and Pony AI Inc.did notown any equity interest in the former VIEs.We terminated the contractual arrangements among our former WFOEs,the former VIEs andtheir respective nominee shareholders,and acquired the shares of the former VIEs fro
24、m their respective nominee shareholders,after whichthe former VIEs have become wholly-owned subsidiaries of our company since February 2024.In the United States,Pony AI Inc.operatesits business through Pony.AI,Inc,a Delaware corporation.For a summary of our prior contractual arrangements among the f
25、ormer WFOEs,the former VIEs and their respective nominee shareholders,see“Our History and Corporate StructurePrior Contractual Arrangementswith the Former VIEs and Their Shareholders.”Investors in the ADSs are purchasing equity securities of a Cayman Islands holding companyrather than equity securit
26、ies of Ponys subsidiaries.As used in this prospectus,“we,”“us,”“our company,”“our,”or“Pony”refers to PonyAI Inc.and its subsidiaries,and,in the context of describing our historical consolidated financial information,business operations andoperating data,refers to Pony AI Inc.and its subsidiaries and
27、 the former VIEs.We refer to Beijing(ZX)Pony.AI Technology Co.,Ltd.andGuangzhou(ZX)Pony.AI Technology Co.,Ltd.and their subsidiaries as the former VIEs in the context of describing their activities andcontractual arrangements.Our former VIE structure involves unique risks to investors in the ADSs.As
28、 of December 31,2022 and 2023,total assets of the formerVIEs,excluding amounts due from the group companies,equaled to 10.1%and 9.1%of our consolidated total assets as of the same dates,respectively.In 2022 and 2023,total revenues generated from the former VIEs accounted for 22.5%and 31.5%of our tot
29、al revenues on aconsolidated basis.Our prior contractual arrangements with the former VIEs and their respective shareholders have not been tested in a courtof law in the PRC.If the PRC regulatory authority deems that the prior contractual arrangements with the former VIEs did not comply withPRC regu
30、lations,or if these regulations change or are interpreted differently in the future,the ADSs may decline in value or becomeworthless if we are deemed to be unable to assert our contractual control rights over the assets of the former VIEs through which weconducted our operations during the period wh
31、en the VIE structure existed.As of December 31,2022 and 2023 and June 30,2024,Pony AI Inc.had made cumulative capital contributions and loans ofUS$530.0 million,US$595.0 million and US$630.0 million,respectively,to its PRC subsidiaries through intermediate holding companies.Under relevant PRC laws a
32、nd regulations,Pony AI Inc.was permitted to remit funds to the former VIEs through loans rather than capitalcontributions.Hongkong Pony AI Limited(“Hongkong Pony AI”),one of Pony AI Inc.s subsidiaries,offered a loan of US$105.0 million toBeijing(ZX)Pony,one of the former VIEs,to support business exp
33、ansion in China,out of which US$5.0 million and nil was drawn down byBeijing(ZX)Pony in 2022 and 2023,respectively.Beijing(ZX)Pony repaid the loan of US$5.0 million in June 2024.There were also cashand non-cash assets transferred between the former VIEs and other entities within our organization.Non
34、-cash assets were primarilyintellectual property rights,and equipment and facilities.In 2022 and 2023,the total amount of service fees that the former VIEs paid toother entities within our organization was US$0.9 million and US$3.5 million,respectively.In 2022 and 2023,the aggregate amount of theund
35、erlying non-cash assets transferred through our organization was US$0.2 million and nil,respectively.Pony AI Inc.has not previously declared or paid any cash dividend or dividend in kind,and has no plan to declare or pay any dividendsin the near future on our shares or the ADSs representing our Clas
36、s A ordinary shares.None of our PRC subsidiaries have issued anydividends or distributions to their respective holding companies,including Pony AI Inc.,or any investors as of the date of this prospectus.We currently intend to retain most,if not all,of our available funds and any future earnings to o
37、perate and expand our business.See“Prospectus SummaryTransfer of Funds and Other Assets.”The information in this prospectus is not complete and may be changed.We may not sell these securities until the registration statement filed with the Securities and Exchange Commissionis effective.This prospect
38、us is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.(1)Huatai SecuritiesTABLE OF CONTENTSTo the extent our cash in the business is in the PRC or a PRC entity,the funds may not be available to dist
39、ribute dividends to ourinvestors,or for other use outside of the PRC,due to interventions in or the imposition of restrictions and limitations on the ability of us orour subsidiaries by the PRC regulatory authority to transfer cash.The PRC regulatory authority imposes controls on the convertibility
40、ofRenminbi into foreign currencies and,in certain cases,the remittance of currency out of China.Our cash dividends,if any,will be paid inU.S.dollars.As a consequence,we might not be able to pay dividends in foreign currencies to our shareholders.If we are considered a PRCtax resident enterprise for
41、tax purposes,any dividends we pay to our overseas shareholders may be regarded as China-sourced income and asa result may be subject to PRC withholding tax.In addition,relevant PRC laws and regulations permit the PRC companies to pay dividendsonly out of their retained earnings,if any,as determined
42、in accordance with PRC accounting standards and regulations.Our companys PRCsubsidiaries may pay dividends only out of their accumulated after-tax profits upon satisfaction of relevant statutory conditions andprocedures,if any,determined in accordance with Chinese accounting standards and regulation
43、s;each of the PRC subsidiaries is required toset aside at least 10%of its after-tax profits each year,if any,to fund certain reserve funds until the total amount set aside reaches 50%of itsregistered capital.Additionally,our PRC subsidiaries can only distribute dividends upon approval of the shareho
44、lders after they have met thePRC requirements for appropriation to the statutory reserves.Such laws and regulations would limit our ability to transfer cash between ourcompany and our investors.See“Risk FactorsRisks Related to Doing Business in ChinaWe may rely on dividends and otherdistributions on
45、 equity paid by our PRC subsidiaries to fund any cash and financing requirements we may have,and any limitation on theability of our PRC subsidiaries to make payments to us could have a material and adverse effect on our ability to conduct our business.”and“RegulationRegulations on Foreign Exchange
46、Control and Dividend Distribution.”The PRC regulatory authorities have significant oversight and discretion over the conduct of our business and may intervene with orinfluence our operations as they deem appropriate to further economic,regulatory,political and societal goals.The PRC regulatoryauthor
47、ities have recently published new policies that affected certain industries with respect to matters such as cybersecurity,data privacy,antitrust and competition,foreign investments,and overseas listings,and we cannot rule out the possibility that it will in the future releaseregulations or policies
48、regarding our industry that could adversely affect our business,financial condition and results of operations.Furthermore,the PRC regulatory authority has recently issued new laws and regulations to exert more oversight and control over overseassecurities offerings and other capital markets activiti
49、es and foreign investment in China-based companies like us.Any such action,oncetaken by the PRC regulatory authority,could significantly limit or completely hinder our ability to offer or continue to offer securities toinvestors and cause the value of such securities to significantly decline or in e
50、xtreme cases,become worthless.For more details,see“RiskFactorsRisks Related to Doing Business in ChinaThe enforcement of PRC laws and regulations is evolving and subject to change,andchanges in policies,laws and regulations in China,could materially and adversely affect us.”Trading in our securities
51、 on U.S.markets,including the Nasdaq,may be prohibited under the Holding Foreign Companies AccountableAct,as amended by the Consolidated Appropriations Act,2023(the“HFCAA”)if the Public Company Accounting Oversight Board(the“PCAOB”)determines that it is unable to inspect or investigate completely ou
52、r auditor for two consecutive years because of the positiontaken by authorities in a foreign jurisdiction.On December 16,2021,the PCAOB issued the HFCAA Determination Report to notify the SECof its determinations that the PCAOB was unable to inspect or investigate completely registered public accoun
53、ting firms headquartered inmainland China and Hong Kong(the“2021 Determinations”),including our auditor.On December 15,2022,the PCAOB announced that itwas able to conduct inspections and investigations of PCAOB-registered public accounting firms headquartered in mainland China and HongKong in 2022.T
54、he PCAOB vacated its previous 2021 Determinations accordingly.As a result,we do not expect to be identified as a“Commission-Identified Issuer”under the HFCAA.However,whether the PCAOB will continue to be able to satisfactorily conduct inspections and investigations of PCAOB-registeredpublic accounti
55、ng firms headquartered in mainland China and Hong Kong is subject to uncertainty and depends on a number of factors out ofour,and our auditors,control,including positions taken by authorities of the PRC.The PCAOB is expected to continue to demand completeaccess to inspections and investigations agai
56、nst accounting firms headquartered in mainland China and Hong Kong in the future.ThePCAOB is required under the HFCAA to make its determination on an annual basis with regards to its ability to inspect and investigatecompletely accounting firms based in the mainland China and Hong Kong.The possibili
57、ty of being a“Commission-Identified Issuer”andrisk of delisting could continue to adversely affect the trading price of our securities.If the PCAOB determines in the future that it no longerhas full access to inspect and investigate accounting firms headquartered in mainland China and Hong Kong and
58、we continue to use suchaccounting firm to conduct audit work,we would be identified as a“Commission-Identified Issuer”under the HFCAA following the filing ofthe annual report for the relevant fiscal year,and if we were so identified for two consecutive years,trading in our securities on U.S.marketsw
59、ould be prohibited under the HFCAA,and U.S.national securities exchanges,such as the Nasdaq,may determine to delist our securities.For more details,see“Risk FactorsRisks Related to Doing Business in ChinaTrading in our securities may be prohibited under theHolding Foreign Companies Accountable Act i
60、f the PCAOB determines that it is unable to inspect or investigate completely our auditor,andas a result,U.S.national securities exchanges,such as the Nasdaq,may determine to delist our securities.”We are an“emerging growth company”under the U.S.federal securities laws and will be subject to reduced
61、 public company reportingrequirements.Investing in the ADSs involves risks.See“Risk Factors”beginning on page 28 of this prospectus.Per ADS Total Public offering price US$US$Underwriting discounts and commissions US$US$Proceeds,before expenses,to us US$US$For a description of the compensation payabl
62、e to the underwriters,see“Underwriting.”The underwriters have an over-allotment option to purchase up to an additional ADSs from us at the initial public offeringprice,less the underwriting discounts and commissions,within days from the date of this prospectus.The underwriters expect to deliver the
63、ADSs against payment in U.S.dollars in New York,New York on,2024.Goldman Sachs(Asia)L.L.C.BofA Securities Deutsche BankTiger BrokersThe date of this prospectus is ,2024.The information in this prospectus is not complete and may be changed.We may not sell these securities until the registration state
64、ment filed with the Securities and Exchange Commissionis effective.This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.(1)TABLE OF CONTENTSTABLE OF CONTENTSTABLE OF CONTENTSTABLE OF C
65、ONTENTSTABLE OF CONTENTSTABLE OF CONTENTS TABLE OF CONTENTS Page Prospectus Summary 1 The Offering 16 Our Summary Consolidated Financial Data 19 Risk Factors 28 Cautionary Statement Regarding Forward-Looking Statements 89 Use of Proceeds 90 Dividend Policy 91 Capitalization 92 Dilution 94 Enforceabi
66、lity of Civil Liabilities 96 Our History and Corporate Structure 98 Managements Discussion and Analysis of Financial Condition and Results of Operations 102 Industry Overview 121 Business 130 Regulation 160 Management 178 Principal Shareholders 187 Related Party Transactions 190 Description of Share
67、 Capital 192 Description of American Depositary Shares 204 Shares Eligible for Future Sale 214 Taxation 215 Underwriting 222 Expenses Relating to this Offering 236 Legal Matters 237 Experts 238 Change in Registrants Certifying Accountant 239 Where You Can Find Additional Information 240 No dealer,sa
68、lesperson or other person is authorized to give any information or to represent anythingnot contained in this prospectus or in any free writing prospectus we may authorize to be delivered or madeavailable to you.You must not rely on any unauthorized information or representations.This prospectus isa
69、n offer to sell only the ADSs offered hereby,and only under circumstances and in jurisdictions where it islawful to do so.The information contained in this prospectus is current only as of its date.Neither we nor any of the underwriters has done anything that would permit this offering or possession
70、or distribution of this prospectus or any filed free writing prospectus in any jurisdiction where action forthat purpose is required,other than in the United States.Persons outside the United States who come intopossession of this prospectus or any free writing prospectus must inform themselves abou
71、t,and observe anyrestrictions relating to,the offering of the ADSs and the distribution of this prospectus or any free writingprospectus outside of the United States.This offering is being made in the United States and elsewheresolely on the basis of the information contained in this prospectus.You
72、should assume that the informationappearing in this prospectus is accurate only as of the date on the front cover of this prospectus,regardlessof the time of delivery of this prospectus or any sale of the ADSs representing our Class A ordinary shares.iTABLE OF CONTENTS Our business,financial conditi
73、on,results of operations and prospects may have changed since the date onthe front cover of this prospectus.Until ,2024(the 25th day after the date of this prospectus),all dealers that buy,sell or trade theADSs,whether or not participating in this offering,may be required to deliver a prospectus.Thi
74、s is in additionto the obligation of dealers to deliver a prospectus when acting as underwriters and with respect to their unsoldallotments or subscriptions.iiTABLE OF CONTENTS PROSPECTUS SUMMARYThe following summary is qualified in its entirety by,and should be read in conjunction with,the moredeta
75、iled information and financial statements and the related notes appearing elsewhere in this prospectus.In addition to this summary,we urge you to read the entire prospectus carefully,especially the risks ofinvesting in the ADSs discussed under“Risk Factors,”“Business,”and information contained in“Ma
76、nagements Discussion and Analysis of Financial Condition and Results of Operations”before decidingwhether to buy the ADSs.This prospectus contains certain information from an industry reportcommissioned by us and prepared by Frost&Sullivan,Inc.,Shanghai Branch Co.,or Frost&Sullivan,athird-party indu
77、stry research firm.Our VisionWe aim to mass commercialize our revolutionary autonomous driving technology to deliver safe,sustainable,and accessible mobility to people and businesses around the world.Our CompanyPony is a global leader in achieving large-scale commercialization of autonomous mobility
78、.On the public roads of Chinas metropolises,Pony has achieved what was once only depicted in sciencefictionbuilding a car that drives itself.Today,a commute in a driverless Pony robotaxi is not merely adisplay of groundbreaking technology,but becoming a part of the daily lives for many residents in
79、thesecommunities.As intuitive as a trip in a traditional taxi,hailing a ride with Ponys robotaxi offers everyone arevolutionary mobility option to make our streets safer and greener,changing the way the world moves.After one summons a ride on the PonyPilot mobile app,a robotaxi shows up at the desig
80、nated pick-upspot quicklylooking no different from a traditional taxi,except for the equipped sensors watching andcoping with the streets.But the difference lies beneath the surfaceno one is behind the driving wheel.Passengers,wide-eyed with wonder,unlock the door using the app and climb into the ba
81、ck seat.Therobotaxi hits the road and navigates the crowded urban districts confidently and smoothly,expertly handlingunexpected snags with ease and intelligently identifying all the obstacles in its path,including other cars,pedestrians,construction zones,and even in inclement weather conditions.As
82、 the steering wheel turns itselfwith seamless precision,the car brakes and accelerates without any human intervention,until it pulls oversteadily at the destination.Stepping out of the car,the passengers pay the fare through the app and conclude this awe-inspiringride.Meanwhile,the robotaxi drives i
83、tself away to pick up the next passenger,leaving one to ponder whatother marvels the future holds.Starting from scratch and bringing our technology to peoples lives is by itself a testament to ourcommitment to autonomous mobility.Yet the progress we have made to date is what sets Pony apart fromour
84、peers:We were among the first in China to obtain licenses to operate fully driverless robotaxis in all fourTier-1 cities in China(namely Beijing,Shanghai,Guangzhou and Shenzhen),and we are the onlyautonomous driving technology company that has obtained all available regulatory permits essentialfor p
85、roviding public-facing robotaxi services within these Tier-1 cities,according to Frost&Sullivan.We currently operate a fleet of over 250 robotaxis,which has accumulated over 33.5 millionkilometers of autonomous driving mileage,including over 3.9 million kilometers of driverlessmileage.We have formed
86、 a joint venture with Toyota and GTMC to advance the mass production and large-scale deployment of fully driverless robotaxis in China.In addition,we have partnered with otherleading OEMs,such as SAIC,GAC and FAW,to co-develop and mass produce robotaxi vehicles.Empowered by our strong partnerships w
87、ith leading TNCs,such as OnTime Mobility,Amap andAlipay,we were among the first to offer fully driverless fare-charging,public-facing robotaxiservices with substantial safety benefits and compelling passenger experience,according to Frost&Sullivan.1TABLE OF CONTENTS Our average daily orders received
88、 per robotaxi exceeded 15 in the six months ended June 30,2024,setting a key milestone towards large-scale commercialization of Level 4 robotaxis.We currently operate a fleet of over 190 robotrucks,both independently and in collaboration withSinotrans,Chinas largest freight logistics company accordi
89、ng to CIFA,which has amassedapproximately 5.0 million kilometers of autonomous driving mileage.Over the course of itscommercial operations,our robotruck fleet offers hub-to-hub long-haul freight transportation acrossChina,accumulating over 767 million freight ton-kilometers.In addition,we have colla
90、borated withSANY,Chinas leading truck manufacturer,to co-develop Level 4 robotrucks.Building upon our initial market success in China,Pony is steadfastly committed to providing this safe,sustainable,and accessible autonomous mobility on a global scale.To date,our presence has extendedbeyond China to
91、 encompass Europe,East Asia,the Middle East and other regions,ensuring widespreadaccessibility to our advanced technology.With these milestones,Pony is on track to achieve large-scale commercialization of our Virtual Drivertechnology.Specifically,we aim to develop a commercially viable and sustainab
92、le business model thatenables the mass production and deployment of vehicles equipped with our Virtual Driver technology acrosstransportation use cases,providing autonomous mobility to people and businesses around the world.Our StrengthsTechnological readiness for Level 4 large-scale commercializati
93、onActionable large-scale commercialization roadmapsThriving collaborative ecosystemWorld-class team led by visionary and experienced senior managementOur Growth StrategiesAccelerate commercialization across our portfolio of solutionsInvest in technology to drive the future of autonomous mobilityDeep
94、en our partnerships and expand our collaborative ecosystemSummary of Risk FactorsAn investment in our ADSs involves significant risks.You should consider carefully all of theinformation in this prospectus,including the risks and uncertainties described below,before making aninvestment in our ADSs.Be
95、low is a summary of material risks we face,organized under relevant headings.Full-fledged discussion of each of these summary risk factors can be found under the same subheading inthe section headed“Risk Factors.”Risks Related to Our Business and IndustryAutonomous driving is an emerging and rapidly
96、 evolving technology and involves significant risksand uncertainties.(page 28)Our limited operating history makes it difficult to predict our future prospects,business and financialperformance.Our historical revenue mix and growth,cost mix,margin profile and financial results ingeneral are not indic
97、ative of future trends as we are still in a nascent stage of commercializing ourtechnologies and diversifying our customer base based on our go-to market strategies.(page 28)Since the markets for autonomous driving technology are still at relatively early stages of growth,ifsuch markets do not conti
98、nue to grow,grow more slowly than expected,fail to grow as large asexpected,or if our autonomous driving technology fails to gain acceptance or traction from users andother stakeholders in such markets,our business,prospects,operating results,and financial conditioncould be materially harmed.(page 2
99、9)2TABLE OF CONTENTS We face risks associated with autonomous driving technology and may not be able to developsolutions on schedule,or at all,and we may experience significant delays in the design,commercialization and launch of new solutions.We may fail to develop partnerships with othercompanies
100、to offer autonomous driving technologies in a timely manner.(page 30)The autonomous driving industry is highly competitive.We face competition against a large numberof both established competitors and new market entrants.If we are not able to compete effectivelywith others,our business,financial con
101、dition and results of operations may be materially andadversely affected.(page 30)Any failure to commercialize our strategic plans at scale would have an adverse effect on ouroperating results and business,harm our reputation and could result in substantial liabilities thatexceed our resources.(page
102、 31)We have been and intend to continue investing significantly in research and development,and ourattempt to develop new solutions and services may be unsuccessful,which may negatively impactour profitability and operating cash flow in the short-term and may not generate the results we expectto ach
103、ieve.(page 35)Our business is subject to substantial regulations and may be adversely affected by changes inautomotive safety regulations or concerns that drive further regulation of the automobile safetymarket.(page 35)Risks Related to Doing Business in ChinaThe PRC legal system is a civil law syst
104、em based on written statutes,where prior court decisionshave limited precedential value.The PRC legal system is evolving rapidly,and the interpretations ofmany laws,regulations and rules and enforcement of these laws,regulations and rules may changefrom time to time.As such,the enforcement of laws a
105、nd that rules and regulations in China canchange quickly with little advance notice.For a detailed discussion of the underlying risks,see“RiskFactorsRisks Related to Doing Business in ChinaThe enforcement of PRC laws andregulations is evolving and subject to change,and changes in policies,laws and r
106、egulations in China,could materially and adversely affect us.”(page 61)The current tensions in international trade and rising political tensions,particularly between theUnited States and China,may adversely impact our business,financial condition,and results ofoperations.(page 61)We are subject to U
107、.S.export controls that could restrict our ability to transfer certain of our productsand technologies,both within our company or to external parties,including potential customers;increasingly restrictive U.S.export controls directed toward China,in particular its artificialintelligence industry,cou
108、ld also limit our ability to obtain advanced semiconductors and othertechnology that could be needed to develop our products.(page 64)The PRC government may exert more oversight and control over offerings that are conductedoverseas and/or foreign investment in China-based issuers,which could signifi
109、cantly limit orcompletely hinder our ability to offer or continue to offer securities to investors and cause the valueof such securities to significantly decline or be worthless.For a detailed discussion of the underlyingrisks,see“Risk FactorsRisks Related to Doing Business in ChinaWe have completed
110、 therequired filings with the CSRC for this offering.However,the approval,filing or other requirementsof the CSRC or other PRC regulatory authorities is required under PRC law in connection with ourfuture issuance of securities overseas,and we cannot predict whether or for how long we will be ableto
111、 obtain such approval or complete such filing.”(page 65)Risks Related to Our Former VIE StructureIf the PRC regulatory authority determines that the prior contractual arrangements constituting partof the former VIE structure did not comply with PRC regulations,or if these regulations change orare in
112、terpreted differently in the future,the ADSs may decline in value or become worthless if we aredeemed to be unable to assert our contractual control rights over the assets of the former VIEs duringthe period when the VIE structure existed.(page 76)3TABLE OF CONTENTS Risks Related to the ADS and this
113、 OfferingAn active trading market for our shares or our ADSs may not develop and the trading price for ourADSs may fluctuate significantly.(page 77)The trading price of our ADSs is likely to be volatile,which could result in substantial losses toinvestors.(page 78)Because our initial public offering
114、 price is substantially higher than our net tangible book value pershare,you will experience immediate and substantial dilution.(page 78)Our dual-class share structure with different voting rights will limit your ability to influencecorporate matters and could discourage others from pursuing any cha
115、nge of control transactions thatholders of our Class A ordinary shares and ADSs may view as beneficial.(page 79)As an exempted company incorporated in the Cayman Islands,we are permitted to adopt certainhome country practices in relation to corporate governance matters that differ significantly from
116、 theNasdaq corporate governance listing standards.These practices may afford less protection toshareholders than they would enjoy if we complied fully with the Nasdaq corporate governancelisting standards.(page 81)There is a substantial risk that we will be a passive foreign investment company,or PF
117、IC,for U.S.federal income tax purposes for our current and future taxable years,which could result in adverseU.S.federal income tax consequences to U.S.investors in our ADSs or Class A ordinary shares.(page 82)Permissions Required from the PRC Authorities for Our Operations and This OfferingRegulato
118、ry Licenses,Permits and Approvals Required for OperationsExcept as disclosed in“Risk FactorsRisk Related to Our Business and IndustryWe are requiredto comply with laws and regulations across jurisdictions,including obtaining and maintaining permits andlicenses to operate certain aspects of our busin
119、ess operations”,we believe that our PRC subsidiaries haveobtained the material requisite licenses and permits from the PRC regulatory authorities that are necessaryfor their business operations in China.Given the uncertainties of interpretation and implementation of relevant laws and regulations and
120、 theenforcement practice by relevant government authorities,we may be required to obtain additional licenses,permits,filings,or approvals for our business operations in the future.If we are found to be in violation ofany existing or future PRC laws or regulations,or fail to obtain or maintain any of
121、 the required permits orapprovals,the relevant PRC regulatory authorities would have broad discretion to take action in dealingwith such violations or failures.In addition,if we had inadvertently concluded that such approvals,permits,registrations or filings were not required,or if applicable laws,r
122、egulations or interpretations change in away that requires us to obtain such approval,permits,registrations or filings in the future,we may be unableto obtain such necessary approvals,permits,registrations or filings in a timely manner,or at all,and suchapprovals,permits,registrations or filings may
123、 be rescinded even if obtained.Any such circumstance maysubject us to fines and other regulatory,civil or criminal liabilities,and we may be ordered by the competentgovernment authorities to suspend relevant operations,which will materially and adversely affect ourbusiness operation.For details of t
124、he associated risks,see“Risk FactorsRisks Related to Our Businessand IndustryOur business is subject to substantial regulations and may be adversely affected by changesin automotive safety regulations or concerns that drive further regulation of the automobile safety market.”and“Risk FactorsRisk Rel
125、ated to Our Business and IndustryWe are required to comply with laws andregulations across jurisdictions,including obtaining and maintaining permits and licenses to operate certainaspects of our business operations.”Cybersecurity ReviewOn December 28,2021,the Cyberspace Administration of China(the“C
126、AC”)and several otherregulatory authorities in China jointly promulgated the amended Cybersecurity Review Measures(the“Cybersecurity Review Measures”),which came into effect on February 15,2022.Pursuant to theCybersecurity Review Measures,(i)where the relevant activity affects or may affect national
127、 security,a 4TABLE OF CONTENTS“critical information infrastructure operator(“CIIO”)”that purchases network products and services,or aninternet platform operator that conducts data process activities,shall be subject to the cybersecurity review,(ii)an application for the cybersecurity review shall be
128、 made by an issuer who is an internet platformoperator holding personal information of more than one million users before such issuers apply to list itssecurities on a foreign stock exchange,and(iii)relevant regulatory authorities in the PRC may initiatecybersecurity review if they determine an oper
129、ators network products or services or data processingactivities affect or may affect national security.As of the date of this prospectus,uncertainties still exist in relation to the interpretation andimplementation of the Cybersecurity Review Measures.Although we have not received any regulatorynoti
130、ce that identifies us as a CIIO from any PRC regulatory authority,we cannot rule out the possibility thatwe or certain of our customers,may be deemed as a CIIO.If we are deemed as a CIIO,our purchases ofnetwork products or services,if deemed to be affecting or may affect national security,will need
131、to besubject to cybersecurity review,before we can enter into agreements with relevant suppliers,and before theconclusion of such procedures,we are not allowed to purchase products or services from our suppliers.Additionally if any of our customers is deemed as a CIIO,our provision of products or se
132、rvices,if deemedto be affecting or may affect national security,will need to be subject to cybersecurity review,before we canenter into agreements with relevant customer,and before the conclusion of such procedures,the customerwill not be allowed to use our products or services.We also have not been
133、 involved in any cybersecurity-related investigation initiated by the CAC or anyother mainland China regulatory authority,and have not received any cybersecurity-related warning,penaltyor sanction from the PRC regulatory authorities,or any notice from relevant authorities requiring us to filefor a c
134、ybersecurity review.As the definitions for terms such as“internet platform operator”and“nationalsecurity”are broad,and the government will likely retain significant discretion as to the interpretation andenforcement of these terms as well as the Cybersecurity Review Measures and any implementation r
135、ules,wemay be subject to additional requirements and risks associated with such regulatory requirements.Fordetails of the associated risks,see“Risk FactorsRisks Related to Our Business and IndustryComplying with evolving laws and regulations across multiple jurisdictions regarding cybersecurity,info
136、rmation security,privacy and data protection and other related laws and requirements may be expensiveand force us to make adverse changes to our business.Many of these laws and regulations are subject tochanges and uncertain interpretations,including in ways that may result in conflicting requiremen
137、ts amongvarious jurisdictions.Any failure or perceived failure to comply with these laws and regulations could resultin negative publicity,legal and regulatory proceedings,suspension or disruption of operations,fines,increased cost of operations,remediation costs,indemnification expenditures or othe
138、rwise harm ourbusiness.”As announced by the CAC,the China Cybersecurity Review Technology and Certification Center(the“CCRC”)is entrusted by the Cybersecurity Review Office and under its guidance,to undertake specificwork of the cybersecurity review such as receipt of materials and formal review of
139、such materials and setupa hotline for the consultation regarding cybersecurity review.In connection with this offering,we havereceived confirmation from the CCRC that we are not required to apply for a cybersecurity review inconnection with this offering and our proposed listing in the U.S.if we do
140、not possess over one millionusers personal information prior to the completion of this offering and our proposed listing.Accordingly,asthe number of users whose personal information is processed by us does not reach one million as of the dateof this prospectus,we are not required under the Cybersecu
141、rity Review Measures to apply for acybersecurity review in connection with this offering and the contemplated listing of our ADSs on theNasdaq.However,if we plan to list our securities on other foreign stock exchanges in the future,and if by thattime the amount of users personal information we posse
142、ss exceeds one million,we will be obligated toapply for a cybersecurity review.If and when we are required to go through a cybersecurity review,we maynot be able to timely complete the review,or at all,which may bring substantial uncertainties to our futurelisting and financing plan,and therefore ad
143、versely affect our business and results of operations.CSRC Filing and Reporting RequirementsOn February 17,2023,the China Securities Regulatory Commission(the“CSRC”)published the TrialAdministrative Measures of the Overseas Securities Offering and Listing by Domestic Companies and fivesupporting gui
144、delines,collectively the Overseas Listing Filing Rules,which came into effect fromMarch 31,5TABLE OF CONTENTS 2023 and regulate both direct and indirect overseas offering and listing of PRC-based companies byadopting a filing-based regulatory regime.According to the Overseas Listing Filing Rules,if
145、the issuermeets both of the following criteria,the overseas securities offering and listing conducted by such issuersshall be deemed as indirect overseas offering and listing:(i)more than 50%of the issuers operatingrevenue,total profit,total assets or net assets as documented in its audited consolid
146、ated financial statementsfor the most recent accounting year is accounted for by domestic companies;and(ii)the main parts of theissuers business activities are conducted in China,or its main places of business are located in China,or thesenior managers in charge of its business operation and managem
147、ent are majority Chinese citizens ordomiciled in China.Therefore,we shall comply with the relevant requirements under the Overseas ListingFiling Rules in connection with this offering.The Overseas Listing Filing Rules provide that(i)the filing applications be submitted to the CSRCwithin three busine
148、ss days after the issuer submits its application documents relating to the initial publicoffering and/or listing in overseas;(ii)a timely report be submitted to the CSRC and update its CSRC filingwithin three business days after the occurrence of any of the following material events,if any of thefol
149、lowing events occurs before the completion of the overseas offering and/or listing but after thecompletion of its CSRC filing:(a)any material change to principal business,licenses or qualifications ofthe issuer,(b)a change of control of the issuer or any material change to equity structure of the is
150、suer,and(c)any material change to the offering and listing plan;(iii)after the completion of the listing,a reportrelating to the issuance information of such offering and/or listing be submitted to the CSRC and a report besubmitted to the CSRC within three business days upon the occurrence and publi
151、c announcement of any ofthe following material events after the overseas offering and/or listing:(a)a change of control of the issuer,(b)the investigation,sanction or other measures undertaken by any foreign securities regulatory agencies orrelevant competent authorities in respect of the issuer,(c)
152、change of the listing status or transfer of thelisting board,and(d)the voluntary or mandatory delisting of the issuer;and(iv)where there is materialchange in the main business of the issuer after overseas offering and listing,which does not apply to theOverseas Listing Filing Rules therefore,such is
153、suer shall submit to the CSRC a report and a relevant legalopinion issued by a domestic law firm within three business days after occurrence of such change.As of the date of this prospectus,we have completed the filings with the CSRC for this offering and theCSRC has concluded the filing procedure a
154、nd published the filing results on the CSRC website on April 22,2024.As of the date of this prospectus,we have not been denied for or failed to complete any permissions,approvals or filings required from Chinese authorities to offer the securities being registered to foreigninvestors in this offerin
155、g.Therefore,we believe we have received all requisite permissions from andcompleted all filings with Chinese authorities in connection with this offering explicitly required undercurrent PRC laws,regulations and rules.However,the PRC government may take measures to adoptadditional laws and regulatio
156、ns or new interpretation and implementation of existing laws and regulationsrelating to the permission or approval for this offering.In addition,our future financing activities may also need to be filed with and/or reported to the CSRCaccording to the Overseas Listing Filing Rules.However,as there r
157、emain substantial uncertainty withrespect to the interpretation and implementation of the Overseas Listing Filing Rules,which came intoeffect from March 31,2023,we cannot assure you that we will be able to complete such filings in a timelymanner and fully comply with such rules in connection with th
158、is offering or our continued listing overseasand our overseas securities offerings in the future.As of the date of this prospectus,we have not receivedany official inquiry,notice,warning and investigation from the CSRC in connection with this offering inthis regard.For details of the associated risk
159、s,see“Risk FactorsRisks Related to Doing Business inChinaWe have completed the required filings with the CSRC for this offering.However,the approval,filing or other requirements of the CSRC or other PRC regulatory authorities is required under PRC law inconnection with our future issuance of securit
160、ies overseas,and we cannot predict whether or for how longwe will be able to obtain such approval or complete such filing.”As the regulatory environments continue toevolve,we will continue to closely monitor developments in the PRC regarding requirements of the CSRC,the CAC,or other PRC regulatory a
161、uthorities in connection with overseas listings and securities offerings.Implication of the Holding Foreign Companies Accountable ActTrading in our securities on U.S.markets,including the Nasdaq,may be prohibited under the HoldingForeign Companies Accountable Act,as amended by the Consolidated Appro
162、priations Act,2023(the 6TABLE OF CONTENTS“HFCAA”)if the Public Company Accounting Oversight Board(the“PCAOB”)determines that it is unableto inspect or investigate completely our auditor for two consecutive years because of the position taken byauthorities in a foreign jurisdiction.On December 16,202
163、1,the PCAOB issued the HFCAA DeterminationReport to notify the SEC of its determinations that the PCAOB was unable to inspect or investigatecompletely registered public accounting firms headquartered in mainland China and Hong Kong(the“2021Determinations”),including our auditor.On December 15,2022,t
164、he PCAOB announced that it was able toconduct inspections and investigations of PCAOB-registered public accounting firms headquartered inmainland China and Hong Kong in 2022.The PCAOB vacated its previous 2021 Determinationsaccordingly.However,whether the PCAOB will continue to be able to satisfacto
165、rily conduct inspections andinvestigations of PCAOB-registered public accounting firms headquartered in mainland China and HongKong is subject to uncertainty and depends on a number of factors out of our,and our auditors,control,including positions taken by authorities of the PRC.The PCAOB is expect
166、ed to continue to demandcomplete access to inspections and investigations against accounting firms headquartered in mainland Chinaand Hong Kong in the future.The PCAOB is required under the HFCAA to make its determination on an annual basis with regards toits ability to inspect and investigate compl
167、etely accounting firms based in the mainland China and HongKong.The possibility of being a“Commission-Identified Issuer”and risk of delisting could continue toadversely affect the trading price of our securities.If the PCAOB determines in the future that it no longerhas full access to inspect and in
168、vestigate accounting firms headquartered in mainland China and Hong Kongand we continue to use such accounting firm to conduct audit work,we would be identified as a“Commission-Identified Issuer”under the HFCAA following the filing of the annual report for the relevantfiscal year,and if we were so i
169、dentified for two consecutive years,trading in our securities on U.S.marketswould be prohibited under the HFCAA,and U.S.national securities exchanges,such as the Nasdaq,maydetermine to delist our securities.For more details,see“Risk FactorsRisks Related to Doing Business inChina Trading in our secur
170、ities may be prohibited under the Holding Foreign Companies AccountableAct if the PCAOB determines that it is unable to inspect or investigate completely our auditor,and as aresult,U.S.national securities exchanges,such as the Nasdaq,may determine to delist our securities.Corporate StructurePony AI
171、Inc.(the“Company”)was incorporated in November 2016 as an exempted company withlimited liability in the Cayman Islands.In the same month,we incorporated Pony.AI,Inc.,a Delawarecorporation.We then commenced our U.S.operations in Silicon Valley,California through Pony.AI,Inc.In December 2016,Hongkong
172、Pony AI Limited(“Hongkong Pony AI”),a wholly-owned subsidiary ofthe Company,was incorporated under the laws of Hong Kong.In April 2017,Beijing(HX)Pony AI Technology Co.,Ltd.(“Beijing(HX)Pony”),was incorporated inthe PRC.Beijing(HX)Pony is currently a wholly-owned subsidiary of Hongkong Pony AI.In Ja
173、nuary 2018,Guangzhou(HX)Pony AI Technology Co.,Ltd.(“Guangzhou(HX)Pony”),wasincorporated in the PRC.Guangzhou(HX)Pony is currently a wholly-owned subsidiary of Hongkong PonyAI.In June 2019,Beijing(YX)Pony AI Technology Co.,Ltd.(“Beijing(YX)Pony”)was incorporated inthe PRC.Beijing(YX)Pony is currentl
174、y a wholly-owned subsidiary of Hongkong Pony AI.In April 2021,Shenzhen(YX)Pony AI Technology Co.,Ltd.(“Shenzhen(YX)Pony”)was incorporatedin the PRC.Shenzhen(YX)Pony is currently a wholly-owned subsidiary of Hongkong Pony AI.In March 2022,Shanghai(ZX)Pony AI Technology Development Co.,Ltd.(“Shanghai(
175、ZX)Pony”)was incorporated in the PRC,which is a wholly-owned subsidiary of Hongkong Pony AI.Beijing(HX)Pony and Hongkong Pony AI entered into a series of contractual arrangements,asamended and restated,with Beijing(ZX)Pony and its shareholders,through which we obtained control overBeijing(ZX)Pony an
176、d its subsidiaries.In addition,Guangzhou(HX)Pony and Hongkong Pony AI 7(1)(2)TABLE OF CONTENTS entered into a series of contractual arrangements,as amended and restated,with Guangzhou(ZX)Pony andits shareholders,through which we obtained control over Guangzhou(ZX)Pony and its subsidiaries.Whilea VIE
177、 structure is typically used to provide investors with exposure to foreign investment in China-basedcompanies where the PRC law prohibits foreign investment in the operating companies,the former VIEs didnot engage in any business that was subject to such foreign investment restrictions.Pony AI Inc.o
178、perated itsbusinesses this way primarily in order to preserve the flexibility to engage in businesses that are subject toforeign investment restrictions under applicable PRC laws and regulations.As a result,we were regarded as the primary beneficiary of Beijing(ZX)Pony,Guangzhou(ZX)Ponyand their sub
179、sidiaries.For financial reporting purposes,we consolidated the operation results and financialposition of the former VIEs in accordance with U.S.GAAP.We refer to each of Beijing(HX)Pony andGuangzhou(HX)Pony as our wholly foreign owned entity(the“former WFOE”),and to each of Beijing(ZX)Pony and Guang
180、zhou(ZX)Pony and their respective subsidiaries as the consolidated variable interestentity(the“former VIE”or“former VIE Entity”)in this prospectus.We terminated the contractual arrangements among our former WFOEs,the former VIEs and theirrespective nominee shareholders,and acquired the shares of the
181、 former VIEs from their respective nomineeshareholders,after which the former VIEs have become wholly-owned subsidiaries of our company sinceFebruary 2024.There has been no change in the nature and extent of the former VIEs operating activities.None of the right to technology,intellectual property,l
182、icenses,or any ongoing research and developmentactivities of the former VIEs were transferred out of our company,and former employees of the formerVIEs are still employed with our company in connection with the change in corporate structure.For moredetails and risks related to the consolidated varia
183、ble interest entity structure,please see“Our History andCorporate Structure Prior Contractual Arrangements with the Former VIEs and Their Shareholders”and“Risk FactorsRisks Related to Our Former VIE Structure.”The following chart illustrates our corporate structure as of the date of this prospectus:
184、Notes:In February 2022,Cyantron Logistics Technology Co.,Ltd.was incorporated under the laws of the PRC.Shareholders ofCyantron Logistics Technology Co.,Ltd.are Beijing(HX)Pony and Sinotrans,each holding 51.0%and 49.0%of its equityinterests,respectively.Tianjin Poplar LLP is a limited partnership in
185、corporated under the laws of the PRC.Beijing(ZX)Pony AI Technology Co.,Ltd.is the general partner of Tianjin Poplar LLP,holding approximately 62%of its interest.The remaining 38%interest in TianjinPoplar LLP is held by an individual as the limited partner.Prior Contractual ArrangementsPony AI Inc.is
186、 a Cayman Islands exempted company which does not have any substantive businessoperations.In China,Pony AI Inc.conducts operations through its PRC subsidiaries.Historically,Pony AIInc.also operated its business in China through its former VIEs.While a VIE structure is typically used toprovide invest
187、ors with exposure to foreign investment in China-based companies where the PRC law 8TABLE OF CONTENTS prohibits foreign investment in the operating companies,the former VIEs did not engage in any businessthat was subject to such foreign investment restrictions.Pony AI Inc.operated its business this
188、wayprimarily in order to preserve the flexibility to engage in businesses in future that may be subject to foreigninvestment restrictions under applicable PRC laws and regulations.Through a series of contractual arrangements,including exclusive business cooperation agreements,share pledge agreements
189、,exclusive option agreements,powers of attorney and spousal consents,enteredinto by and among(i)Beijing(HX)Pony,Hongkong Pony AI,Beijing(ZX)Pony and the shareholders ofBeijing(ZX)Pony,and(ii)Guangzhou(HX)Pony,Hongkong Pony AI,Guangzhou(ZX)Pony and theshareholders of Guangzhou(ZX)Pony,respectively,Po
190、ny AI Inc.s PRC subsidiaries previously controlledthe former VIEs through contractual arrangements in the PRC and consolidated the former VIEs foraccounting purposes.For a detailed summary of these contractual arrangements,see“Our History andCorporate Structure Prior Contractual Arrangements with th
191、e Former VIEs and Their Shareholders.”These prior contractual arrangements entered into with the former VIEs allowed Pony AI Inc.to(i)have thepower to direct the operation and activities of the former VIEs,(ii)receive substantially all of the economicbenefits of the former VIEs,and(iii)have an exclu
192、sive option to purchase all or part of the equity interestsin the former VIEs when and to the extent permitted by PRC law.As a result of these prior contractualarrangements,for accounting purposes,Pony AI Inc.exerted effective control over,and was considered theprimary beneficiary of,the former VIEs
193、 and consolidate their operating results in its financial statementsunder U.S.GAAP for the years ended December 31,2022 and 2023.We terminated the contractual arrangements among our former WFOEs,the former VIEs and theirrespective nominee shareholders,and acquired the shares of the former VIEs from
194、their respective nomineeshareholders,after which the former VIEs have become wholly-owned subsidiaries of our company sinceFebruary 2024.Nevertheless,there are substantial uncertainties regarding the interpretation and applicationof current and future PRC laws,regulations,and rules relating to the a
195、greements that established the formerVIE structure for our operations in China,including potential future actions by the PRC regulatoryauthority,which may retroactively affect the enforceability or legality of our former contractualarrangements with the former VIEs and,consequently,significantly aff
196、ect the historical financial conditionand results of operations of the former VIEs,and our ability to consolidate the results of the former VIEsinto our consolidated financial statements for the periods when the VIE structure existed.If the PRCregulatory authority finds such agreements to be non-com
197、pliant with relevant PRC laws,regulations,andrules,or if these laws,regulations,and rules or the interpretation thereof change in the future,and suchchanges may be retroactively applied to our former contractual arrangements,we could be subject to severepenalties and our control over the former VIEs
198、 may be rendered ineffective,which could result in potentialrestatement of our financial statements for the years ended December 31,2022 and 2023 included in thisprospectus.As a result,the ADSs may decline in value or become worthless.Certain Risks Associated with Our Corporate StructurePony AI Inc.
199、is an exempted company incorporated under the laws of the Cayman Islands that conductsa material portion of its operations in China through subsidiaries incorporated in the PRC.In addition,allour senior executive officers reside within China for a significant portion of the time.As a result,it may b
200、edifficult for our shareholders to effect service of process upon us or those persons inside China.The recognition and enforcement of foreign judgments are provided for under the PRC CivilProcedures Law.PRC courts may recognize and enforce foreign judgments in accordance with therequirements of the
201、PRC Civil Procedures Law based either on treaties between China and the countrywhere the judgment is made or on principles of reciprocity between jurisdictions.China does not havetreaties providing for the reciprocal recognition and enforcement of judgments of courts with the UnitedStates,the Cayman
202、 Islands or many other countries and regions.Therefore,recognition and enforcement inChina of judgments of a court in any of these non-PRC jurisdictions in relation to any matter not subject toa binding arbitration provision may be difficult or impossible.In addition,according to the PRC CivilProced
203、ures Law,the PRC courts will not enforce a foreign judgment if it is decided as having violated thebasic principles of PRC laws or national sovereignty,security or public interest.As a result,it is uncertainwhether and on what basis a PRC court would enforce a judgment rendered by a court in the Uni
204、ted Statesor the Cayman Islands.9TABLE OF CONTENTS The SEC,U.S.Department of Justice and other U.S.authorities often have substantial difficulties inbringing and enforcing actions against non-U.S.companies and non-U.S.persons,including companydirectors and officers,in certain emerging markets,includ
205、ing China.Legal and other obstacles to obtaininginformation needed for investigations or litigation or to obtaining access to funds outside the United States,lack of support from local authorities,and other various factors make it difficult for the U.S.authorities topursue actions against non-U.S.co
206、mpanies and individuals,who may have engaged in fraud or otherwrongdoing.Additionally,public shareholders investing in the ADSs have limited rights and few practicalremedies in emerging markets where we operate,as shareholder claims that are common in the UnitedStates,including class actions under s
207、ecurities law and fraud claims,generally are difficult or impossible topursue as a matter of law or practicality in many emerging markets,including China.See also“Risk FactorsRisks Related to Doing Business in ChinaYou may experience difficulties in effecting service of legalprocess,enforcing foreig
208、n judgments or bringing actions in China against us or our management named inthe prospectus based on foreign laws”of this prospectus.Transfer of Funds and Other AssetsPony AI Inc.transfers cash to Hongkong Pony AI Limited,its wholly-owned Hong Kong subsidiary,through primarily loans,and Hongkong Po
209、ny AI Limited transfers cash to our PRC subsidiaries throughcapital contributions and loans.Because Pony AI Inc.and its subsidiaries previously controlled the formerVIEs through contractual arrangements,they were not able to make direct capital contributions to theformer VIEs.However,under relevant
210、PRC laws and regulations,they were permitted to remit funds to theformer VIEs through loans or by making payment to the former VIEs for intragroup transactions.HongkongPony AI,one of our subsidiaries,offered a loan of US$105.0 million to Beijing(ZX)Pony,one of theformer VIEs,to support our business
211、expansion in China,out of which US$5.0 million and nil was drawndown by Beijing(ZX)Pony in 2022 and 2023,respectively.The former VIEs funded their operationsprimarily using cash generated from operating and financing activities.In 2022,2023 and the six months ended June 30,2024,Pony AI Inc.provided
212、loans to Hongkong PonyAI Limited in an aggregate amount of US$147.0 million,US$96.1 million and US$24.5 million,respectively,which were used by Hongkong Pony AI Limited to fund the operations of the Companys PRCsubsidiaries and the former VIEs through capital contributions and loans.In 2022 and 2023
213、,the formerVIEs received debt financing of US$5.0 million and nil,respectively.Beijing(ZX)Pony,one of the formerVIEs,repaid the loan of US$5.0 million in June 2024.In 2022,2023 and the six months ended June 30,2024,Hongkong Pony AI Limited paid in an aggregate amount of US$38.0 million,US$10.0 milli
214、on andUS$15.0 million,respectively,as capital contribution to former WFOEs as primary beneficiaries.In 2022,2023 and the six months ended June 30,2024,Beijing(HX)Pony,one of the former WFOEs,paid anaggregate amount of US$17.8 million,US$4.5 million and US$0.7 million,respectively,as capitalcontribut
215、ion to other subsidiaries of Pony AI Inc.There were also cash and non-cash assets transferred between the former VIEs and other entities withinour organization.Non-cash assets were primarily intellectual property rights,and equipment and facilities.In 2022 and 2023,the total amount of service fees t
216、hat the former VIEs paid to other entities within ourorganization was US$0.9 million and US$3.5 million,respectively.In 2022 and 2023,the aggregate amountof the underlying non-cash assets transferred through our organization was US$0.2 million and nil,respectively.For any amounts owed by the former
217、VIEs to our PRC subsidiaries under the prior contractualarrangements,unless otherwise required by PRC tax authorities,we are able to settle such amounts withoutlimitations under the current effective PRC laws and regulations,provided that the former VIEs havesufficient funds to do so.Pony AI Inc.has
218、 not previously declared or paid any cash dividend or dividend inkind,and has no plan to declare or pay any dividends in the near future on our shares or the ADSsrepresenting our Class A ordinary shares.None of our PRC subsidiaries have issued any dividends ordistributions to their respective holdin
219、g companies,including Pony AI Inc.,or any investors as of the date ofthis prospectus.We currently intend to retain most,if not all,of our available funds and any future earningsto operate and expand our business.See“Dividend Policy.”For the purpose of illustration,the below table reflects the hypoth
220、etical taxes that might be required tobe paid within China,assuming that:(i)we have taxable earnings,and(ii)we determine to pay a dividendin the future:10TABLE OF CONTENTS Taxation Scenario Statutory Tax and Standard Rates Hypothetical pre-tax earnings 100 Tax on earnings at statutory rate of 25%-25
221、 Net earnings available for distribution 75 Withholding tax at standard rate of 10%-7.5 Net distribution to Parent/Shareholders 67.5 If,in the future,contemplated fee structure between the intercompany entities is determined to be non-substantive and disallowed by Chinese tax authorities,we have oth
222、er tax-planning strategies that can bedeployed on a tax neutral basis.Restrictions on Foreign Exchange and our Ability to Transfer Cash Between Entities,Across Borders and toU.S.InvestorsIn the future,if and when we are profitable,Pony AI Inc.s ability to pay dividends,if any,to itsshareholders and
223、ADS holders and to service any debt it may incur will depend upon dividends paid by ourPRC subsidiaries.Under PRC laws and regulations,our PRC subsidiaries are subject to certain restrictionswith respect to paying dividends or otherwise transferring any of their net assets offshore to Pony AI Inc.In
224、particular,under the current effective PRC laws and regulations,dividends may be paid only out ofdistributable profits.Distributable profits are the net profit as determined under PRC GAAP,less anyrecovery of accumulated losses and appropriations to statutory and other reserves required to be made.E
225、achof our PRC subsidiaries is required to set aside at least 10%of its after-tax profits each year,after makingup previous years accumulated losses,if any,to fund certain statutory reserve funds,until the aggregateamount of such a fund reaches 50%of its registered capital.As a result,our PRC subsidi
226、aries may not havesufficient distributable profits to pay dividends to us in the near future.Furthermore,if certain procedural requirements are satisfied,the payment of current account items,including profit distributions and trade and service related foreign exchange transactions,can be made infore
227、ign currencies without prior approval from State Administration of Foreign Exchange(the“SAFE”)orits local branches.However,where RMB is to be converted into foreign currency and remitted out of Chinato pay capital expenses,such as the repayment of loans denominated in foreign currencies,approval fro
228、m orregistration with competent government authorities or its authorized banks is required.Access to foreigncurrencies for current account or capital account transactions may be further restricted in the future as theapplicable laws,regulations and policies evolve.If the foreign exchange control sys
229、tem prevents us fromobtaining sufficient foreign currencies to satisfy our foreign currency demands,we may not be able to paydividends in foreign currencies to our offshore intermediary holding companies or ultimate parent company,and therefore,our shareholders or investors in our ADSs.Further,we ca
230、nnot assure you that new regulationsor policies will not be promulgated in the future,which may further restrict the remittance of RMB into orout of the PRC.We cannot assure you,in light of the restrictions in place,or any amendment to be madefrom time to time,that our current or future PRC subsidia
231、ries will be able to satisfy their respectivepayment obligations that are denominated in foreign currencies,including the remittance of dividendsoutside of the PRC.If any of our subsidiaries incurs debt on its own behalf in the future,the instrumentsgoverning such debt may restrict its ability to pa
232、y dividends to Pony AI Inc.In addition,our PRCsubsidiaries are required to make appropriations to certain statutory reserve funds,which are notdistributable as cash dividends except in the event of a solvent liquidation of the companies.For PRC and United States federal income tax consideration of a
233、n investment in the ADSs,see“Taxation.”Our Corporate InformationOur principal executive offices are located at 1301 Pearl Development Building,1 Mingzhu 1st Street,Hengli Town,Nansha District,Guangzhou,Peoples Republic of China,511458.Our telephone number atthis address is+86 020-3466 7656.Our regis
234、tered office in the Cayman Islands is located at the offices ofOsiris International Cayman Limited,Suite#4-210,Governors Square,23 Lime Tree Bay Avenue,PO 11%TABLE OF CONTENTS Box 32311,Grand Cayman KY1-1209,Cayman Islands.Our agent for service of process in the UnitedStates is Cogency Global Inc.lo
235、cated at 122 East 42 Street,18th Floor,New York,NY 10168,(212)947-7200.Investors should contact us for any inquiries through the address and telephone number of our principalexecutive office.Our principal website is www.pony.ai.The information contained on our website is not apart of this prospectus
236、.Implications of Being an Emerging Growth CompanyAs a company with less than US$1.235 billion in revenue for the last fiscal year,we qualify as an“emerging growth company”pursuant to the Jumpstart Our Business Startups Act of 2012(as amended bythe Fixing Americas Surface Transportation Act of 2015),
237、or the JOBS Act.An emerging growth companymay take advantage of specified reduced reporting and other requirements that are otherwise applicablegenerally to public companies.These provisions include exemption from the auditor attestation requirementunder Section 404 of the Sarbanes-Oxley Act of 2002
238、,in the assessment of the emerging growth companysinternal control over financial reporting.The JOBS Act also provides that an emerging growth companydoes not need to comply with any new or revised financial accounting standards until such date that aprivate company is otherwise required to comply w
239、ith such new or revised accounting standards.We will remain an emerging growth company until the earliest of(i)the last day of our fiscal yearduring which we have total annual gross revenues of at least US$1.235 billion;(ii)the last day of our fiscalyear following the fifth anniversary of the comple
240、tion of this offering;(iii)the date on which we have,during the previous three-year period,issued more than US$1.0 billion in non-convertible debt;or(iv)thedate on which we are deemed to be a“large accelerated filer”under the Securities Exchange Act of 1934,asamended,or the Exchange Act,which would
241、occur if the market value of the ADSs that are held by non-affiliates exceeds US$700 million as of the last business day of our most recently completed second fiscalquarter.Once we cease to be an emerging growth company,we will not be entitled to the exemptionsprovided in the JOBS Act discussed abov
242、e.We have elected to take advantage of the extended transitionperiod for complying with new or revised accounting standards and acknowledge such election isirrevocable pursuant to Section 107 of the JOBS Act.See“Risk FactorsRisks Related to the ADSs andthis OfferingWe expect to incur increased costs
243、 and become subject to additional rules and regulations asa result of being a public company,particularly after we cease to qualify as an emerging growthcompany.”Implications of Being a Foreign Private IssuerWe are a foreign private issuer within the meaning of the rules under the Exchange Act,and a
244、s such weare exempt under the Exchange Act from,among other things,the rules under the Exchange Act requiringthe filing of quarterly reports on Form 10-Q or current reports on Form 8-K with the SEC,the rulesprescribing the furnishing and content of proxy statements,and our executive officers,directo
245、rs andprincipal shareholders are exempt from the reporting and short-swing profit recovery provisions containedin Section 16 of the Exchange Act.In addition,we will not be required under the Exchange Act to fileperiodic reports and financial statements with the SEC as frequently or as promptly as U.
246、S.companieswhose securities are registered under the Exchange Act.We will be required to file an annual report onForm 20-F within four months of the end of each fiscal year and we intend to publish our results on aquarterly basis.However,the information we are required to file with or furnish to the
247、 SEC will be lessextensive and less timely compared to that required to be filed with the SEC by U.S.domestic issuers.In addition,as a company incorporated in the Cayman Islands,we are permitted to adopt certain homecountry practices in relation to corporate governance matters that differ significan
248、tly from the Nasdaqcorporate governance listing standards.These practices may afford less protection to shareholders than theywould enjoy if we complied fully with the Nasdaq corporate governance listing standards.Implication of Being a Controlled CompanyImmediately following the completion of this
249、offering,Dr.Jun Peng,our Chief Executive Officer anddirector will beneficially own%of our total issued and outstanding ordinary shares,representing%of our total voting power,assuming that the underwriters do not exercise their 12ndTABLE OF CONTENTS option to purchase additional ADSs,or%of our total
250、issued and outstanding ordinary shares,representing%of our total voting power,assuming that the option to purchase additionalADSs is exercised by the underwriters in full.As a result,we will be a“controlled company”as definedunder the Nasdaq Stock Market Rules because Dr.Jun Peng,our Chief Executive
251、 Officer and director,willhold more than 50%of the voting power for the election of directors upon the completion of this offering.As a“controlled company,”we are permitted to elect not to comply with certain corporate governancerequirements.If we rely on these exemptions,you will not have the same
252、protection afforded toshareholders of companies that are subject to these corporate governance requirements.Conventions which Apply to This ProspectusUnless we indicate otherwise,all information in this prospectus reflects the following:“2016 Share Plan”refers to our share-based awards scheme adopte
253、d in November 2016 and amendedin 2019 and 2020,respectively;“ADAS”refers to advanced driver-assistance system;“ADSs”refers to the American depositary shares,each representing Class A ordinary shares;“AI”refers to artificial intelligence;“Alipay”refers to A Co.,Ltd.and its subsidiaries and/or affilia
254、tes;“Amap”refers to Amap Software Co.,Ltd.and its subsidiaries and/or affiliates;“autonomous driving mileage”refers to the total distance covered by vehicles driving autonomouslyboth with and without the presence of a safety driver behind the driving wheel;“AV”refers to autonomous vehicle;“Beijing(H
255、X)Pony”refers to Beijing(HX)Pony.AI Technology Co.,Ltd.;“Beijing(ZX)Pony”refers to Beijing(ZX)Pony.AI Technology Co.,Ltd.;“CAGR”,also known as compounded annual growth rate,refers to the mean annual growth rate ofan investment over a specified period of time longer than one year;“Cainiao”refers to C
256、ainiao Smart Logistics Network Limited and its subsidiaries and/or affiliates;“China”or“PRC”refers to the Peoples Republic of China and only in the context of describingPRC laws,regulations and other legal or tax matters in this prospectus,excludes Hong Kong,Macauand Taiwan;“CIFA”refers to China Int
257、ernational Freight Forwarders Association;“Class A ordinary share”refers to our Class A ordinary shares,par value US$0.0005 per share;“Class B ordinary share”refers to our Class B ordinary shares,par value US$0.0005 per share;“CPU”refers to a computers central processing unit,which is the portion of
258、 the computer thatretrieves and executes instructions;“driverless mileage”refers to the total distance covered by vehicles driving without the presence of asafety driver behind the driving wheel;“FAW”refers to China FAW Group Corp.,Ltd.and its subsidiaries and/or affiliates;“freight ton-kilometers”i
259、s a metric used to measure the total amount of freight transported by aparticular mode of transport over a specified distance;when calculating the freight ton-kilometers forour robotrucks,based on our managements estimate of the carrying tons of cargo transportable byour robotrucks;“GAC”refers to Gu
260、angzhou Automobile Group Co.,Ltd.and its subsidiaries and/or affiliates;“GNSS,”also known as global navigation satellite system,refers to a constellation of satellitesproviding signals from space that transmit positioning and timing data to receivers;13TABLE OF CONTENTS“GPU”refers to graphics proces
261、sing unit,a specialized electronic circuit designed to rapidly processlarge amounts of visual data,such as data generated by sensors such as cameras and LiDAR;“GTMC”refers to GAC Toyota Motor Co.,Ltd.,a joint venture formed by GAC and Toyota,and itssubsidiaries and/or affiliates;“GTV”refers to gross
262、 transaction value;“Guangzhou(HX)Pony”refers to Guangzhou(HX)Pony.AI Technology Co.,Ltd.;“Guangzhou(ZX)Pony”refers to Guangzhou(ZX)Pony.AI Technology Co.,Ltd.;“IMU,”or inertial measurement unit,refers to an electronic device that measures and reports avehicles acceleration,angular rate,and sometimes
263、 its magnetic field,using a combination ofaccelerometers,gyroscopes,and sometimes magnetometers;“KMPCI”refers to kilometers per critical intervention,a performance metric used to measure thesafety and reliability of autonomous vehicles,which means the number of kilometers an autonomousvehicle can tr
264、avel before necessary intervention is required to prevent an accident or otherpotentially dangerous situation;“LiDAR,”also known as light detection and ranging,refers to a sensor that uses lasers to detect andmeasure distances to objects in the environment;“Meituan”refers to Meituan and its subsidia
265、ries and/or affiliates;“Neolix”refers to Neolix Technologies Co.,Ltd.and its subsidiaries and/or affiliates;“NHTSA”refers to the National Highway Traffic Safety Administration;“NVIDIA”refers to NVIDIA Corporation and its subsidiaries and/or affiliates;“OEMs,”also known as original equipment manufact
266、urers,refers to vehicle and other manufacturersin the context of autonomous driving;“OnTime Mobility”refers to Chenqi Technology Limited and its subsidiaries and/or affiliates;“Pony,”“we,”“us,”“our company,”and“our”refer to Pony AI Inc.,a Cayman Islands exemptedcompany and its subsidiaries.When refe
267、rring to our historical consolidated financial information,business operations and operating data,the results of the former VIEs are included in such historicalinformation and data;PonyLink refers to PonyLink Co.,Ltd.and its subsidiaries and/or affiliates;“POV”refers to personally-owned vehicles;“RM
268、B”or“Renminbi”refers to the legal currency of the Peoples Republic of China;“SANY”refers to SANY Group and its subsidiaries and/or affiliates;“SAIC”refers to SAIC Motor and its subsidiaries and/or affiliates;“shares”or“ordinary shares”refer to our Class A ordinary shares and Class B ordinary shares,
269、parvalue US$0.0005 per share;“Sinotrans”refers to Sinotrans Limited and all its subsidiaries and/or affiliates;“Tier-1 cities”refers to Beijing,Shanghai,Guangzhou and Shenzhen;“Tier-2 cities”refers to 31 cities classified by the National Bureau of Statistics of the PRC,such asHangzhou,Chengdu,and Wu
270、han;“TNCs”refers to transportation network companies,including online platforms offering mobility andride hailing services;“Toyota”refers to Toyota Motor Corporation and its subsidiaries and/or affiliates;“US$,”“dollars”or“U.S.dollars”refers to the legal currency of the United States;“U.S.GAAP”refer
271、s to the accounting principles generally accepted in the United States of America;14TABLE OF CONTENTS“former VIEs”refers to Beijing(ZX)Pony and Guangzhou(ZX)Pony and their subsidiaries;and“former WFOEs”refers to Beijing(HX)Pony and Guangzhou(HX)Pony.Unless otherwise noted,all translations from Renmi
272、nbi to U.S.dollars and from U.S.dollars toRenminbi in this prospectus are made at RMB7.2672 to US1.00,the exchange rate set forth in the H.10statistical release of the Federal Reserve Board on June 28,2024.We make no representation that anyRenminbi or U.S.dollar amounts could have been,or could be,c
273、onverted into U.S.dollars or Renminbi,asthe case may be,at any particular rate,the rates stated below,or at all.This prospectus contains information derived from various public sources and certain information froman industry report commissioned by us and prepared by Frost&Sullivan,a third-party indu
274、stry researchfirm,to provide information regarding our industry and market position.Such information involves anumber of assumptions and limitations,and you are cautioned not to give undue weight to these estimates.We have not independently verified the accuracy or completeness of the data contained
275、 in these industrypublications and reports.The industry in which we operate is subject to a high degree of uncertainty andrisk due to variety of factors,including those described in the“Risk Factors”section.These and otherfactors could cause results to differ materially from those expressed in these
276、 publications and reports.15TABLE OF CONTENTS THE OFFERINGOffering price rangeWe currently estimate that the initial public offering price will bebetween US$and US$per ADS.ADSs offered by usADSs(orADSs if the underwriters exercisetheir over-allotment option in full).The ADSsEach ADS representsClass
277、A ordinary shares,par valueUS$0.0005 per share.The depositary will hold the Class A ordinaryshares underlying the ADSs.You will have rights as provided in thedeposit agreement.We do not expect to pay dividends in the foreseeable future.If,however,we declare dividends on our Class A ordinary shares,t
278、hedepositary will pay you the cash dividends and other distributions itreceives on our Class A ordinary shares,after deducting its fees andexpenses in accordance with the terms set forth in the depositagreement.You may turn in the ADSs to the depositary in exchange for ourClass A ordinary shares.The
279、 depositary will charge you fees for anyexchange.We may amend or terminate the deposit agreement without yourconsent.If you continue to hold the ADSs after an amendment to thedeposit agreement,you agree to be bound by the deposit agreementas amended.To better understand the terms of the ADSs,you sho
280、uld carefullyread the“Description of American Depositary Shares”section ofthis prospectus.You should also read the deposit agreement,whichis filed as an exhibit to the registration statement that includes thisprospectus.Ordinary sharesWe will issueClass A ordinary shares represented by theADSs in th
281、is offering(orClass A ordinary shares if theunderwriters exercise their option to purchase additional ADSs infull).Our ordinary shares are divided into Class A ordinary shares andClass B ordinary shares.Holders of Class A ordinary shares andClass B ordinary shares have the same rights except for vot
282、ing andconversion rights.Each Class A ordinary share is entitled to onevote and each Class B ordinary share is entitled to ten(10)votes.Each Class B ordinary share is convertible into one Class A ordinaryshare at any time by the holder thereof,while Class A ordinaryshares are not convertible into Cl
283、ass B ordinary shares under anycircumstances.Upon any sale,transfer,assignment or disposition ofany Class B ordinary share by a holder thereof to any non-affiliateof such holder,each of such Class B ordinary share will beautomatically and immediately converted into one Class A ordinaryshare.All opti
284、ons and restricted share units,regardless of grant dates,willentitle holders to the equivalent number of Class A ordinary sharesonce the vesting and exercising conditions on such share-basedcompensation awards are met.See“Description of Share Capital.”16TABLE OF CONTENTS Ordinary shares outstandingi
285、mmediately after thisofferingClass A ordinary shares,par value US$0.0005 per share(orClass A ordinary shares if the underwriters exercisetheir option to purchase additional ADSs in full)and 81,088,770Class B ordinary shares,par value US$0.0005 per share.Over-allotment optionWe have granted the under
286、writers the right to purchase up to anadditionalClass A ordinary shares from us within30 days of the date of this prospectus,to cover over-allotments,ifany,in connection with the offering.ListingWe have applied to list the ADSs representing our Class A ordinaryshares on the Nasdaq Global Select Mark
287、et,or Nasdaq under thesymbol“PONY.Use of proceedsWe estimate that the net proceeds to us from the offering will beapproximately US$.We intend to use the net proceeds fromthe offering for(i)execution of our go-to market strategies in orderto carry out the large-scale commercialization of our autonomo
288、usdriving technology in our key addressable markets;(ii)continuedinvestments in research and development of our autonomous drivingtechnology;and(iii)general corporate purposes,and potentialstrategic investments and acquisitions to strengthen ourtechnological capabilities and overall ecosystem.See“Us
289、e ofProceeds.”Lock-upWe,our directors,executive officers and existing shareholders haveagreed with the underwriters,without the prior written consent ofthe representatives,not to offer,pledge,sell,or dispose of anyshares of our share capital or securities convertible into orexchangeable or exercisab
290、le for any shares of our share capitalduring the 180-day period following the date of this prospectus.See“Shares Eligible for Future Sale”and“Underwriting”for moreinformation.Payment and settlementThe underwriters expect to deliver the ADSs against paymenttherefor through the facilities of The Depos
291、itory Trust Companyon,2024.DepositaryDeutsche Bank Trust Company Americas.TaxationFor Cayman Islands,PRC and U.S.federal income taxconsiderations with respect to the ownership and disposition of theADSs,see“Taxation.”Risk FactorsSee“Risk Factors”and other information included in thisprospectus for d
292、iscussions of the risks relating to investing in theADSs.You should carefully consider these risks before deciding toinvest in the ADSs.Unless otherwise indicated,all information contained in this prospectus assumes no exercise of theoption granted to the underwriters to purchase up to additional Cl
293、ass A ordinary shares tocover over-allotments,if any,in connection with the offering.Unless otherwise indicated,the number of ordinary shares that will be outstanding immediately afterthis offering:is based upon 91,749,159 ordinary shares(including 10,660,389 Class A ordinary shares and81,088,770 Cl
294、ass B ordinary shares)outstanding as of the date of this prospectus;17TABLE OF CONTENTS assumes no exercise of the underwriters option to purchase additional ADSs representing Class Aordinary shares;excludes 38,610,308 Class A ordinary shares issuable upon the exercise of 8,782,449 share optionsand
295、upon the vesting of 29,827,859 restricted share units granted and are outstanding under our 2016Share Plan as of June 30,2024;andexcludes 17,508,827 additional Class A ordinary shares reserved for future issuances pursuant toequity awards to be granted under the 2016 Share Plan as of June 30,2024.Se
296、e“ManagementEquity Incentive Plan”for more information about the 2016 Share Plan.18(1)TABLE OF CONTENTS OUR SUMMARY CONSOLIDATED FINANCIAL DATAThe following summary consolidated statements of operations and summary consolidated cash flowdata for the years ended December 31,2022 and 2023 and for the
297、six months ended June 30,2023 and 2024,and summary consolidated balance sheet data as of December 31,2022,2023 and as of June 30,2024 havebeen derived from audited consolidated financial statements and our unaudited condensed consolidatedfinancial statements included elsewhere in this prospectus.Our
298、 consolidated financial statements areprepared and presented in accordance with accounting principles generally accepted in the United States ofAmerica(“U.S.GAAP”).Our historical results are not necessarily indicative of results expected for futureperiods.You should read this Summary Consolidated Fi
299、nancial Data section together with our consolidatedfinancial statements and the related notes and“Managements Discussion and Analysis of FinancialCondition and Results of Operations”included elsewhere in this prospectus.The following table presents our summary consolidated statements of operations f
300、or the periodspresented.Year Ended December 31,Six Months Ended June 30,2022 2023 2023 2024 US$%US$%US$%US$%(in thousands,except for percentages)Summary Consolidated Statements of ComprehensiveLoss Data Revenues 68,386 100.0 71,899 100.0 12,288 100.0 24,720 100.0 Cost of revenues (36,322 (53.1 (55,0
301、15 (76.5 (12,062 (98.2 (22,134 (89.5 Gross profit 32,064 46.9 16,884 23.5 226 1.8 2,586 10.5 Operating expenses:Research and development expenses (153,601 (224.6 (122,707 (170.7 (60,621 (493.3 (58,725 (237.6 Selling,general and administrative expenses (49,178 (71.9 (37,417 (52.0 (17,082 (139.0 (15,5
302、79 (63.0 Total operating expenses (202,779 (296.5 (160,124 (222.7 (77,703 (632.3 (74,304 (300.6 Loss from operations (170,715 (249.6 (143,240 (199.2 (77,477 (630.5 (71,718 (290.1 Investment income 8,890 13.0 19,389 27.0 9,470 77.1 11,350 45.9 Changes in fair value of warrants liability 3,887 5.7 (3,
303、030 (4.2 (1,593 (13.0 5,617 22.7 Other income(expenses),net 9,614 14.1 1,427 2.0 (105 (0.9 2,978 12.0 Loss before income tax (148,324 (216.8 (125,454 (174.4 (69,705 (567.3 (51,773 (209.5 Income tax(expenses)benefits 74 0.1 126 0.2 122 1.0 (2 (0.0 Net loss (148,250 (216.7 (125,328 (174.2 (69,583 (566
304、.3 (51,775 (209.5 Net loss attributable to non-controlling interests (232 (0.3 (516 (0.7 (230 (1.9 (458 (1.9 Net loss attributable to Pony AI Inc.(148,018 (216.4 (124,812 (173.5 (69,353 (564.4 (51,317 (207.6 Note:Includes share-based compensation expenses:Year Ended December 31,Six Months Ended June
305、 30,2022 2023 2023 2024 US$US$US$US$(in thousands)Research and development expenses 13,405 1,832 1,198 605 Selling,general and administrative expenses 5,178 1,926 984 855 19)(1)(1)(1)TABLE OF CONTENTS The following table presents our summary consolidated balance sheet data as of the dates presented.
306、As of December 31,As of June 30,2022 2023 2024 US$US$US$(in thousands)Summary Consolidated Balance Sheet Data:Cash and cash equivalents 316,262 425,960 334,756 Restricted cash,current 1,806 49 49 Short-term investments 261,643 163,594 138,260 Accounts receivable,net 25,899 31,580 24,451 Amounts due
307、from related parties,current 8,306 5,650 10,542 Prepaid expenses and other current assets 29,654 39,513 49,901 Total current assets 643,570 666,346 557,959 Restricted cash,non-current 450 196 195 Amounts due from related parties,non-current 2,969 Property,equipment and software,net 26,827 15,420 12,
308、826 Operating lease right-of-use assets 8,138 6,419 4,407 Long-term investments 80,653 51,712 89,284 Other non-current assets 8,907 7,024 28,893 Total non-current assets 127,944 80,771 135,605 Total assets 771,514 747,117 693,564 Accounts payable and other current liabilities 44,042 44,299 38,889 Op
309、erating lease liabilities,current 4,058 3,866 2,598 Total current liabilities 48,100 48,165 41,487 Operating lease liabilities,non-current 3,788 2,246 1,408 Other non-current liabilities 1,714 1,533 1,621 Total liabilities 53,602 51,944 44,516 Total mezzanine equity 1,257,497 1,361,278 1,414,658 Tot
310、al shareholders deficit (539,585 (666,105 (765,610 Total liabilities,mezzanine equity and shareholders deficit 771,514 747,117 693,564 Note:Short-term investments represent purchased short-term investments by the Company from financial institutions for idle fundsmanagement purpose,including term dep
311、osits,corporate bonds,commercial paper,yankee bonds and other wealth managementproducts,etc.Long-term investments are mainly comprised of investments in convertible redeemable preferred shares,term deposits andcertificate of deposits.20(1)(1)TABLE OF CONTENTS The following table presents our summary
312、 consolidated cash flow data for the periods presented.Year Ended December 31,Six Months Ended June 30,202220232023 2024 US$US$US$US$(in thousands)Summary Consolidated Cash Flow Data:Net cash used in operating activities (154,768 (115,421 (62,818 (59,122 Net cash provided by(used in)investing activi
313、ties 49,329 136,494 131,924 (28,669 Net cash provided by(used in)financing activities 191,573 89,764 (9,972 (710 Effect of exchange rate changes on cash and cashequivalents (10,607 (3,150 (7,107 (2,704 Increase(decrease)in cash and cash equivalents 75,527 107,687 52,027 (91,205 Cash,cash equivalents
314、 and restricted cash at beginning ofthe year/period 242,991 318,518 318,518 426,205 Cash,cash equivalents and restricted cash at end of theyear/period 318,518 426,205 370,545 335,000 Condensed Consolidating ScheduleThe following tables present the condensed consolidating schedules for Pony AI Inc.,i
315、ts subsidiaries(excluding the former WFOEs),the former WFOEs that were the primary beneficiaries of the former VIEsunder the U.S.GAAP(“Former WFOEs as primary beneficiaries”),and the former VIEs and theirsubsidiaries for the periods presented and as of the dates presented.Condensed consolidating sta
316、tements of operations information For the Year Ended December 31,2022 The Company Othersubsidiaries FormerWFOEs asprimarybeneficiaries Former VIEsand theirsubsidiaries Eliminations Consolidated (US$in thousands)Revenues from external parties(including related parties)45,431 7,577 15,378 68,386 Reven
317、ues from intra-group entities 71,621 3,624 6,009 (81,254 Revenue 117,052 11,201 21,387 (81,254 68,386 Cost from external parties (30,076 (4,461 (1,785 (36,322 Cost from intra-group entities (3,566 (2,663 (6,050 12,279 Cost of revenue (33,642 (7,124 (7,835 12,279 (36,322 Operating expenses (70,196 (1
318、41,234 (40,136 (20,996 69,783 (202,779 Equity in loss of its subsidiaries,theVIEs and the VIEssubsidiaries (85,742 (38,463 (9,271 133,476 Others,net 7,920 10,220 5,233 (981 (1 22,391 Income(loss)before income taxexpenses (148,018 (86,067 (40,097 (8,425 134,283 (148,324 Income tax benefits/(expenses)
319、93 (19 74 Net income(loss)(148,018 (85,974 (40,116 (8,425 134,283 (148,250 21)(2)(1)(1)(2)TABLE OF CONTENTS For the Year Ended December 31,2023 The Company Othersubsidiaries FormerWFOEs asprimarybeneficiaries Former VIEsand theirsubsidiaries Eliminations Consolidated (US$in thousands)Revenues from e
320、xternal parties(including related parties)42,160 7,060 22,679 71,899 Revenues from intra-group entities 3,923 15,040 8,441 (27,404 Revenue 46,083 22,100 31,120 (27,404 71,899 Cost from external parties (38,886 (3,658 (12,471 (55,015 Cost from intra-group entities (7,102 (7,754 (9,920 24,776 Cost of
321、revenue (45,988 (11,412 (22,391 24,776 (55,015 Operating expenses (8,137 (105,139 (28,649 (22,195 3,996 (160,124 Equity in loss of its subsidiaries,theVIEs and the VIEs subsidiaries (125,266 (24,739 (12,904 162,909 Others,net 8,591 3,893 5,471 (169 17,786 Income(loss)before income tax expenses (124,
322、812 (125,890 (25,394 (13,635 164,277 (125,454 Income tax benefits/(expenses)108 19 (1 126 Net income(loss)(124,812 (125,782 (25,375 (13,636 164,277 (125,328 For the Six Months Ended June 30,2024 The Company Othersubsidiaries FormerWFOEs asprimarybeneficiaries Former VIEsand theirsubsidiaries Elimina
323、tions Consolidated Revenues from external parties(including related parties)23,595 1,120 5 24,720 Revenues from intra-group entities 1,375 934 369 (2,678 Revenue 24,970 2,054 374 (2,678 24,720 Cost from external parties (21,577 (529 (28 (22,134 Cost from intra-group entities (1,772 (760 (268 2,800 C
324、ost of revenue (23,349 (1,289 (296 2,800 (22,134 Operating expenses (1,113 (54,424 (15,933 (2,233 (601 (74,304 Equity in loss of its subsidiaries,theVIEs and the VIEs subsidiaries (64,189 (16,771 (2,299 83,259 Others,net 13,985 4,929 1,175 (144 19,945 Income(loss)before income tax expenses (51,317 (
325、64,645 (16,292 (2,299 82,780 (51,773 Income tax expense (2 (2 Net loss (51,317 (64,647 (16,292 (2,299 82,780 (51,775 Note:The eliminations are mainly related to the investment loss picked up from our subsidiaries(excluding the former WFOEs),theformer WFOEs as primary beneficiaries,and the former VIE
326、s and their subsidiaries.Revenues from external parties(including related parties)included revenues of US$21.2 million and US$4.2 million from relatedparties recognized by other subsidiaries,and former VIEs and their subsidiaries,respectively,for the year ended December 31,2022.Revenues from externa
327、l parties(including related parties)included revenues of US$22.5 million and US$0.6 million from relatedparties recognized by other subsidiaries,and former VIEs and their subsidiaries,respectively,for the year ended December 31,2023.22(2)(1)(2)(1)TABLE OF CONTENTS Revenues from external parties(incl
328、uding related parties)included revenues of US$12.3 million from related parties recognizedby other subsidiaries for six months ended June 30,2024.Condensed consolidating balance sheets information As of December 31,2022 The Company Othersubsidiaries FormerWFOEs asprimarybeneficiaries Former VIEsand
329、theirsubsidiaries Eliminations Consolidated (US$in thousands)Assets Cash and cash equivalents 124,160 122,180 38,315 31,607 316,262 Restricted cash,current 1,806 1,806 Short-term investments 210,124 47,208 4,311 261,643 Accounts receivable,net 21,332 3,224 1,343 25,899 Amounts due from related parti
330、es,current 6,475 1,831 8,306 Amounts due from group companies,current 624,551 6,517 37,635 2,047 (670,750 Prepaid expenses and other currentassets 1,523 14,794 6,492 7,073 (228 29,654 Total current assets 960,358 218,506 89,977 45,707 (670,978 643,570 Restricted cash,non-current 450 450 Amounts due
331、from related parties,non-current 2,969 2,969 Property,equipment and software,net 14,129 1,140 11,558 26,827 Amounts due from group companies,non-current 35,071 17,087 (52,158 Operating lease assets 4,922 1,539 1,677 8,138 Long-term investments 50,471 15,793 14,389 80,653 Other non-current assets 2,4
332、37 1,157 6,327 (1,014 8,907 Total non-current assets 53,440 72,802 20,923 33,951 (53,172 127,944 Total assets 1,013,798 291,308 110,900 79,658 (724,150 771,514 Liabilities Accounts payable and other currentliabilities 5,147 26,138 4,653 8,104 44,042 Operating lease liabilities,current 2,608 551 899
333、4,058 Amounts due to group companies,current 1,778 612,155 16,982 39,835 (670,750 Total current liabilities 6,925 640,901 22,186 48,838 (670,750 48,100 Amounts due to group companies,non current 52,158 (52,158 Accumulated deficit/(equity)in itssubsidiaries,the VIEs and theVIEs subsidiaries 300,863 (99,162 (9,576 (192,125 Operating lease liabilities,non-current 2,089 904 795 3,788 Other non current