PONY Pony AI Inc

 

As filed with the Securities and Exchange Commission on February 13, 2025 

Registration No. 333-______ 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C. 20549

 

 

FORM S-8

 

 

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

 

 

Pony AI Inc. 

(Exact name of registrant as specified in its charter)

 

Cayman Islands		Not Applicable
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

 

1301 Pearl Development Building
1 Mingzhu 1st Street, Hengli Town, Nansha District
Guangzhou, People’s Republic of China, 511458

+86 020-3466 7656  

(Address, Including Zip Code, and Telephone Number, Including Area Code, of registrant’s Principal Executive Offices)  

 

 

2016 Share Plan

(Full title of the plan)

 

     

	Cogency Global Inc. 122 East 42nd Street, 18th Floor New York, NY 10168 (800) 221-0102
(Name, address and telephone number, including area code, of agent for service)

 

 

Copies to:

Dr. Jun Peng Chairman of the Board, Chief Executive Officer Pony AI Inc. 1301 Pearl Development Building 1 Mingzhu 1st Street, Hengli Town, Nansha District, Guangzhou, People’s Republic of China, 511458 +86 020-3466 7656

Li He, Esq. Davis Polk & Wardwell LLP c/o 18th Floor, The Hong Kong Club Building 3A Chater Road, Central Hong Kong +852 2533-3300

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

 

Large accelerated filer ¨	Accelerated filer ¨
Non-accelerated filer ¨	Smaller reporting company ¨
	Emerging growth company x

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ¨

 

 

PART I

 

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

 

ITEM 1. PLAN INFORMATION*

 

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*

 

* Information required by Part I to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act and the Note to Part I of Form S-8. The documents containing information specified in this Part I will be separately provided to the participants in the Plan covered by this Registration Statement, as specified by Rule 428(b)(1) under the Securities Act.

 

PART II

 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

 

The following documents previously filed with the Securities and Exchange Commission (the “Commission”) by the Registrant are incorporated herein by reference.

 

(1)        The Registrant’s prospectus filed with the Commission on November 27, 2024 pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended (the “Securities Act”) (Securities Act File No. 333-282700); and

 

(2)        The description of the Registrant’s Class A ordinary shares contained in the Registrant’s registration statement on Form 8-A under the Exchange Act of 1934, as amended (the “Exchange Act”) filed on November 14, 2024, as modified by any amendment or report filed for the purpose of updating such description (Exchange Act File No. 001-42409).

 

All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold, or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents.

 

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein, or in any other subsequently filed document which also is incorporated or deemed to be incorporated by reference herein, modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

 

ITEM 4.  DESCRIPTION OF SECURITIES

 

Not applicable.

 

ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL

 

Not applicable.

 

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

 

Cayman Islands law does not limit the extent to which a company’s articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against civil fraud or the consequences or committing a crime. The Registrant’s ninth amended and restated memorandum and articles of association provide for indemnification of officers and directors against all actions, proceedings, costs, charges, losses, damages and expenses that they or any of them shall or may incur or sustain by reason of any act done or omitted in or about the execution of their duty in their respective offices or trusts, except such (if any) as they shall incur or sustain by or through their own fraud or dishonesty, and no such director or officer or trustee shall be answerable for the acts, receipts, neglects or defaults of any other director or officer or trustee or for joining in any receipt for the sake of conformity or for the solvency or honesty of any banker or other Persons with whom any monies or effects belonging to the Company may be lodged or deposited for safe custody or for any insufficiency of any security upon which any monies of the Company may be invested or for any other loss or damage due to any such cause as aforesaid or which may happen in or about the execution of his or her office or trust unless the same shall happen through the fraud or dishonesty of such director or officer or trustee.

 

 

Pursuant to the indemnification agreements, the form of which was filed as Exhibit 10.2 to the Registrant’s registration statement on Form F-1, as amended (File No. 333-282700), the Registrant has agreed to indemnify its directors and officers against, to the fullest extent permitted by applicable law, any and all expenses and liabilities actually and reasonably incurred by reason of such director’s or officer’s corporate status.

 

The Registrant maintains standard policies of insurance under which coverage is provided (a) to its directors and officers against loss arising from claims made by reason of breach of duty or other wrongful act and (b) to the Registrant with respect to payments which may be made by the Registrant to such officers and directors pursuant to the above indemnification provision or otherwise as a matter of law.

 

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

 

Not applicable.

 

ITEM 8. EXHIBITS

 

The Exhibits listed on the accompanying Exhibit Index are filed as a part of, or incorporated by reference into, this Registration Statement (See Exhibit Index below).

 

ITEM 9.  UNDERTAKINGS

 

(a)   The undersigned Registrant hereby undertakes:

 

(1)

To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

 

(i)

To include any prospectus required by Section 10(a)(3) of the Securities Act;

 

(ii)

To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; and

 

(iii)

To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

 

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.

 

(2)

That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

 

(3)

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

 

(b)   The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

(c)   Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

 

 

EXHIBIT INDEX

 

Exhibit  Number		Description of Exhibit
4.1		Ninth Amended and Restated Memorandum and Articles of Association of the Registrant (incorporated herein by reference to Exhibit 3.2 to the Registrant’s registration statement on Form F-1 initially filed on October 17, 2024, as amended) (Securities Act File No. 333-282700)
4.2		Registrant’s Specimen Certificate for Ordinary Shares (incorporated herein by reference to Exhibit 4.2 to the Registrant’s registration statement on Form F-1 initially filed on October 17, 2024, as amended) (Securities Act File No. 333-282700)
4.3		Form of Deposit Agreement between the Registrant, the depositary and holders of the American Depositary Shares (incorporated herein by reference to Exhibit 4.3 to the Registrant’s registration statement on Form F-1 initially filed on October 17, 2024, as amended) (Securities Act File No. 333-282700)
5.1		Opinion of Walkers (Hong Kong) (filed herewith)
10.1		2016 Share Plan (incorporated herein by reference to Exhibit 10.1 to the Registrant’s registration statement on Form F-1 initially filed on October 17, 2024, as amended) (Securities Act File No. 333-282700)
23.1		Consent of Deloitte Touche Tohmatsu Certified Public Accountants LLP, Independent Registered Public Accounting Firm (filed herewith)
23.2		Consent of Walkers (Hong Kong) (included in Exhibit 5.1)
24.1		Power of Attorney (included on the signature page of this Registration Statement)
107		Filing Fee Table (filed herewith)

 

 

Signatures

 

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the People’s Republic of China, on February 13, 2025.

 

	Pony AI Inc.
	By:	/s/ Jun Peng
	Name:	Dr. Jun Peng
	Title:	Chairman of the Board, Chief Executive Officer

 

 

POWER OF ATTORNEY

 

Each person whose signature appears below constitutes and appoints Dr. Jun Peng and Dr. Haojun Wang, and each of them acting individually and without the other, as his true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution, for him and in his name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments, exhibits thereto and other documents in connection therewith) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or either of them individually, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities indicated on February 13, 2025.

 

Signature	Title
/s/ Jun Peng
Dr. Jun Peng	Chairman of the Board, Chief Executive Officer (principal executive officer)
/s/ Tiancheng Lou
Dr. Tiancheng Lou	Director, Chief Technology Officer
/s/ Fei Zhang
Mr. Fei Zhang	Director
/s/ Takeo Hamada
Dr. Takeo Hamada	Director
/s/ Haojun Wang
Dr. Haojun Wang	Chief Financial Officer (principal financial officer and principal accounting officer)
/s/ Jackson Tai
Mr. Jackson Tai	Independent Director
/s/ Mark Qiu
Dr. Mark Qiu	Independent Director
/s/ Asmau Ahmed
Ms. Asmau Ahmed	Independent Director

 

 

SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

 

Pursuant to the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of Pony AI Inc., has signed this registration statement or amendment thereto in New York on February 13, 2025.

 

	Authorized U.S. Representative
	By:	/s/ Colleen A. De Vries
		Name:	Colleen A. De Vries
		Title:	Senior Vice President

 

 

 

Exhibit 5.1

 

13 February 2025

Our Ref: MRC/KH/P3886-H23912

 

Pony AI Inc. 

1301 Pearl Development Building 

1 Mingzhu 1^st Street, Hengli Town, Nansha District 

Guangzhou, People's Republic of China, 511458

 

Dear Sir or Madam

 

Pony AI Inc.

 

We have acted as Cayman Islands legal advisers to Pony AI Inc. (the "Company") in connection with the Registration Statement (as defined in Schedule 1), to be filed with the Securities and Exchange Commission (the "Commission") relating to the registration under the U.S. Securities Act of 1933, as amended, of 56,205,008 Class A Ordinary Shares of a par value of US$0.0005 each (the "Class A Ordinary Shares") reserved for issuance under the Plan (as defined in Schedule 1), in the share capital of the Company (the “Shares”). We are furnishing this opinion as exhibit 5.1 to the Registration Statement.

 

For the purposes of giving this opinion, we have examined and relied upon the originals, copies or translations of the documents listed in Schedule 1.

 

In giving this opinion we have relied upon the assumptions set out in Schedule 2, which we have not independently verified.

 

We are Cayman Islands Attorneys at Law and express no opinion as to any laws other than the laws of the Cayman Islands in force and as interpreted at the date of this opinion. We have not, for the purposes of this opinion, made any investigation of the laws, rules or regulations of any other jurisdiction. Except as explicitly stated herein, we express no opinion in relation to any representation or warranty contained in any of the documents cited in this opinion nor upon matters of fact or the commercial terms of the transactions the subject of this opinion.

 

Based upon the examinations and assumptions stated herein and upon such searches as we have conducted and having regard to legal considerations which we consider relevant, and subject to the qualification set out in Schedule 3, and under the laws of the Cayman Islands, we give the following opinions in relation to the matters set out below.

 

1.

The Company is an exempted company duly incorporated with limited liability, validly existing under the laws of the Cayman Islands and is in good standing with the Registrar of Companies in the Cayman Islands.

 

Walkers (Hong Kong)

 

滙嘉律師事務所 (香港)

 

15th Floor, Alexandra House, 18 Chater Road, Central, Hong Kong

 

T +852 2284 4566 F +852 2284 4560

 

Bermuda | British Virgin Islands | Cayman Islands | Dubai | Guernsey | Hong Kong | Ireland | Jersey | London | Singapore

 

^*England and Wales; ^**BVI; ^***Cayman Islands; ^****New South Wales (Australia); ^*****Bermuda

 

 

2.

The authorised share capital of the Company is currently US$300,000.00 divided into 600,000,000 ordinary shares of par value of US$0.0005 each, comprising (a) 498,911,230 Class A Ordinary Shares, (b) 81,088,770 Class B Ordinary Shares of par value of US$0.0005 each, and (c) 20,000,000 shares of par value of US$0.0005 each of such class or classes (however designated) as the board of directors of the Company may determine in accordance with the A&R M&A (as defined in Schedule 1).

 

3.

The reservation of the Shares to be issued and allotted pursuant to the Plan as defined in Schedule 1 has been duly authorised. When allotted, issued and fully paid for in the manner contemplated in the Plan and in accordance with the Resolutions and when appropriate entries have been made in the Register of Members of the Company, the Shares will be validly issued, allotted and fully paid, and there will be no further obligation on the holder of any of the Shares to make any further payment to the Company in respect of such Shares.

 

We hereby consent to the use of this opinion in, and the filing hereof, as an exhibit to the Registration Statement and further consent to all references to our name in the Registration Statement. In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the U.S. Securities Act of 1933, as amended, or the rules and regulations of the Commission promulgated thereunder.

 

This opinion is limited to the matters referred to herein and shall not be construed as extending to any other matter or document not referred to herein.

 

This opinion shall be construed in accordance with the laws of the Cayman Islands.

 

Yours faithfully

 

/s/ Walkers
Walkers (hong kong)

 

 

Schedule 1

 

LIST OF DOCUMENTS EXAMINED

 

1.

The Certificate of Incorporation dated 4 November 2016, the Ninth Amended and Restated Memorandum and Articles of Association as adopted by a special resolution passed on 3 September 2024 and effective conditional and immediately prior to the completion of the Offering (the "A&R M&A"), the Register of Members of 12 February 2025 (the "Register of Members") and Register of Directors of the Company of 12 February 2025, in each case, copies of which have been provided to us by the Company's registered office in the Cayman Islands (together the "Company Records").

 

2.

The Cayman Online Registry Information System (CORIS), the Cayman Islands’ General Registry's online database, searched on 12 February 2025.

 

3.

The Register of Writs and other Originating Process of the Grand Court kept at the Clerk of Court's Office, George Town, Grand Cayman (the "Court Register"), as at 9.00 a.m. Cayman Islands time on 12 February 2025 (the "Search Time").

 

4.

A Certificate of Good Standing dated 7 February 2025 in respect of the Company issued by the Registrar of Companies in the Cayman Islands (the "Certificate of Good Standing").

 

5.

A copy of executed written resolutions of the board of directors of the Company dated 30 November 2016 and the executed written resolutions of the shareholders of the Company dated 3 December 2016 (together, the "Resolutions").

 

6.

The Company's registration statement on Form S-8 (the "Registration Statement").

 

7.

A copy of the 2016 Share Plan of the Company (the "Plan").

 

 

Schedule 2

 

ASSUMPTIONS

 

1.

The originals of all documents examined in connection with this opinion are authentic. All documents purporting to be sealed have been so sealed. All copies are complete and conform to their originals. Any translations are a complete and accurate transaction of the original document they purport to translate.

 

2.

The A&R M&A is the memorandum and articles of association of the Company and is in force at the date hereof.

 

3.

The Company Records are complete and accurate and all matters required by law and the A&R M&A to be recorded therein are completely and accurately so recorded.

 

4.

There are no records of the Company (other than the Company Records), agreements, documents or arrangements other than the documents expressly referred to herein as having been examined by us which restrict the powers and authority of the Directors of the Company in any way or which would affect any opinion given herein.

 

5.

The Resolutions have been duly executed (and where by a corporate entity such execution has been duly authorised if so required) by or on behalf of each Director, or by or on behalf of each member in respect of the member resolutions, and the signatures and initials thereon are those of a person or persons in whose name the Resolutions have been expressed to be signed.

 

6.

The Resolutions remain in full force and effect and have not been revoked or varied.

 

 

Schedule 3

 

QUALIFICATION

 

1.

Our opinion as to good standing is based solely upon receipt of the Certificate of Good Standing issued by the Registrar. The Company shall be deemed to be in good standing under section 200A of the Companies Act (as amended) of the Cayman Islands on the date of issue of the certificate if all fees and penalties under the Companies Act have been paid and the Registrar has no knowledge that the Company is in default under the Companies Act.

 

 

 

Exhibit 23.1 

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated September 9, 2024 (November 25, 2024, as to the revenue recognition policy of virtual driver operation services disclosed in Note 2), relating to the financial statements of Pony AI Inc., appearing in the Registration Statement No.333-282700 on Form F-1 of Pony AI Inc.

 

/s/ Deloitte Touche Tohmatsu Certified Public Accountants LLP

Shanghai, the People's Republic of China

 

February 13, 2025

 

 

EXHIBIT 107

 

Calculation of Filing Fee Table

 

FORM S-8
(Form Type)

 

Pony AI Inc.
(Exact Name of Registrant as Specified in its Charter)

 

Table 1: Newly Registered Securities

 

Security Type	Security Class Title(1)	Fee Calculation Rule	Amount Registered(2)	Proposed Maximum Offering Price Per Unit	Maximum Aggregate Offering Price	Fee Rate	Amount of Registration Fee
Equity	Class A ordinary shares, par value $0.0005 per share	Rule 457(h)	8,763,669 (3)	$0.53	$4,644,744.57	$0.0001531	$711.11
Equity	Class A ordinary shares, par value $0.0005 per share	Rule 457(c) and (h)	32,994,869 (4)	$13.70	$452,029,705.30	$0.0001531	$69,205.75
Equity	Class A ordinary shares, par value $0.0005 per share	Rule 457(c) and (h)	14,446,470 (5)	$13.70	$197,916,639.00	$0.0001531	$30,301.04
Total Offering Amounts							$100,217.90
Total Fees Previously Paid							—
Total Fee Offsets							—
Net Fee Due							$100,217.90

 

 

(1) The Class A ordinary shares of Pony AI Inc. (the “Registrant”) registered hereunder are represented by the Registrant’s American depositary shares (“ADSs”), each representing one Class A ordinary share, par value $0.0005 per share. The registrant’s ADSs issuable upon deposit of the Class A ordinary shares have been registered under a separate registration statement on Form F-6 (333- 283216).

 

(2) Represents Class A ordinary shares which are issuable upon exercise of options and pursuant to other awards granted under the 2016 Share Plan (the “Plan”) of the Registrant. Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement is deemed to cover an indeterminate number of Class A ordinary shares which may be offered and issued to prevent dilution resulting from share splits, share dividends or similar transactions as provided in the Plan.

 

(3) Represents Class A ordinary shares which are issuable upon the exercise of outstanding options previously granted under the Plan as of the date of this registration statement and the corresponding proposed maximum offering price per share represents the weighted average of the exercise price of options which have been already granted and are outstanding under the Plan.

 

(4) Represents outstanding restricted share units previously granted under the Plan as of the date of this registration statement. The proposed maximum offering price per share, which is estimated solely for the purposes of calculating the registration fee under Rule 457(h) and Rule 457(c) under the Securities Act, is based on US$13.70 per ADS, the average of the high and low prices for the Registrant’s ADSs as quoted on the Nasdaq Global Select Market on February 7, 2025.

 

(5) Represents Class A ordinary shares to be issued pursuant to the Plan. The proposed maximum offering price per share, which is estimated solely for the purposes of calculating the registration fee under Rule 457(h) and Rule 457(c) under the Securities Act, is based on US$13.70 per ADS, the average of the high and low prices for the Registrant’s ADSs as quoted on the Nasdaq Global Select Market on February 7, 2025.

 

 

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