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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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Pony AI Inc. (Name of Issuer) |
Class A ordinary share, par value $0.0005 per share (Title of Class of Securities) |
732908108 (CUSIP Number) |
12/31/2024 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 732908108 |
| 1 | Names of Reporting Persons
ONTARIO TEACHERS PENSION PLAN BOARD | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
ONTARIO, CANADA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
21,641,766.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
8.05 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
FI |
Comment for Type of Reporting Person: Percent calculation based on 268,857,177 Class A ordinary shares of Pony AI Inc. outstanding as of November 26, 2024, as reported on the Issuer's Form 424B4 filed with the Securities and Exchange Commission on November 27, 2024.
SCHEDULE 13G
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| CUSIP No. | 732908108 |
| 1 | Names of Reporting Persons
2774719 Ontario Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
ONTARIO, CANADA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
21,641,766.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
8.05 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
FI |
Comment for Type of Reporting Person: Percent calculation based on 268,857,177 Class A ordinary shares of Pony AI Inc. outstanding as of November 26, 2024, as reported on the Issuer's Form 424B4 filed with the Securities and Exchange Commission on November 27, 2024.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Pony AI Inc. | |
| (b) | Address of issuer's principal executive offices:
1301 PEARL DEVELOPMENT BUILDING 1, MINGZHU 1ST ST, HENGLI TWN, NANSHA DIST, GUANGZHOU, China, 511458 | |
| Item 2. | ||
| (a) | Name of person filing:
(i) Ontario Teachers Pension Plan Board ("OTPP")
(ii) 2774719 Ontario Limited, a wholly-owned subsidiary of OTPP | |
| (b) | Address or principal business office or, if none, residence:
Both Reporting Persons: 160 Front Street West, Suite 3200 Toronto, Ontario, M5J 0G4 | |
| (c) | Citizenship:
Both Reporting Persons are incorporated under the laws of the Province of Ontario, Canada | |
| (d) | Title of class of securities:
Class A ordinary share, par value $0.0005 per share | |
| (e) | CUSIP No.:
732908108 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
21,641,766
The reported securities are owned by 2774719 Ontario Limited, a wholly-owned subsidiary of OTPP. Each of Ms. Olivia Steedman and Mr. Bradley Leufkens may be deemed to have the power to dispose of the shares held by 2774719 Ontario Limited because of a delegation of authority from the President and Chief Executive Officer of OTPP to such persons, and because of a delegation of authority to the President and Chief Executive Officer of OTPP from the Board of Directors of each of OTPP and 2774719 Ontario Limited, and each such person expressly disclaims beneficial ownership of such shares. | |
| (b) | Percent of class:
8.05% | |
| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
0 | ||
| (ii) Shared power to vote or to direct the vote:
21,641,766 | ||
| (iii) Sole power to dispose or to direct the disposition of:
0 | ||
| (iv) Shared power to dispose or to direct the disposition of:
21,641,766 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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