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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 US$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
TMT General Partner Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
18,157,297.00 | ||||||||
| 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)
5.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: (1) For rows 5, 7 and 9: TMT General Partner Ltd. is the general partner of Morningside China TMT GP IV, L.P.. Morningside China TMT GP IV, L.P. is the general partner of Morningside China TMT Fund IV, L.P., Morningside China TMT Special Opportunity Fund II, L.P. and Morningside China TMT Fund IV Co-Investment, L.P.. Morningside China TMT Fund IV, L.P. is the record owner of 12,921,807 Class A Ordinary Shares; Morningside China TMT Special Opportunity Fund II, L.P. is the record owner of 3,584,826 Class A Ordinary Shares; and Morningside China TMT Fund IV Co-Investment, L.P. is the record owner of 1,650,664 Class A Ordinary Shares.
(2) For row 11: The ownership percentage of the Reporting Person is calculated based on a total of 349,945,947 ordinary shares issued and outstanding on an as-converted basis immediately after the completion of the offering and the concurrent private placements, as reported in the registrant's prospectus on Form 424B4 filed with the Securities Exchange Commission on November 27th, 2024.
SCHEDULE 13G
|
| CUSIP No. | 732908108 |
| 1 | Names of Reporting Persons
Morningside China TMT GP IV, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
18,157,297.00 | ||||||||
| 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)
5.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: (1) For rows 5, 7 and 9: Morningside China TMT GP IV, L.P. is the general partner of Morningside China TMT Fund IV, L.P., Morningside China TMT Special Opportunity Fund II, L.P. and Morningside China TMT Fund IV Co-Investment, L.P.. Morningside China TMT Fund IV, L.P. is the record owner of 12,921,807 Class A Ordinary Shares; Morningside China TMT Special Opportunity Fund II, L.P. is the record owner of 3,584,826 Class A Ordinary Shares; and Morningside China TMT Fund IV Co-Investment, L.P. is the record owner of 1,650,664 Class A Ordinary Shares.
(2) For row 11: The ownership percentage of the Reporting Person is calculated based on a total of 349,945,947 ordinary shares issued and outstanding on an as-converted basis immediately after the completion of the offering and the concurrent private placements, as reported in the registrant's prospectus on Form 424B4 filed with the Securities Exchange Commission on November 27th, 2024.
SCHEDULE 13G
|
| CUSIP No. | 732908108 |
| 1 | Names of Reporting Persons
Morningside China TMT Fund IV, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
12,921,807.00 | ||||||||
| 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)
3.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: (1) For rows 5, 7 and 9: Morningside China TMT Fund IV, L.P. directly holds 12,921,807 Class A Ordinary Shares.
(2) For row 11: The ownership percentage of the Reporting Person is calculated based on a total of 349,945,947 ordinary shares issued and outstanding on an as-converted basis immediately after the completion of the offering and the concurrent private placements, as reported in the registrant's prospectus on Form 424B4 filed with the Securities Exchange Commission on November 27th, 2024.
SCHEDULE 13G
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| CUSIP No. | 732908108 |
| 1 | Names of Reporting Persons
Morningside China TMT Special Opportunity Fund II, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,584,826.00 | ||||||||
| 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)
1.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: (1) For rows 5, 7 and 9: Morningside China TMT Special Opportunity Fund II, L.P. directly holds 3,584,826 Class A Ordinary Shares.
(2) For row 11: The ownership percentage of the Reporting Person is calculated based on a total of 349,945,947 ordinary shares issued and outstanding on an as-converted basis immediately after the completion of the offering and the concurrent private placements, as reported in the registrant's prospectus on Form 424B4 filed with the Securities Exchange Commission on November 27th, 2024.
SCHEDULE 13G
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| CUSIP No. | 732908108 |
| 1 | Names of Reporting Persons
Morningside China TMT Fund IV Co-Investment, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,650,664.00 | ||||||||
| 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)
0.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: (1) For rows 5, 7 and 9: Morningside China TMT Fund IV Co-Investment, L.P. directly holds 1,650,664 Class A Ordinary Shares.
(2) For row 11: The ownership percentage of the Reporting Person is calculated based on a total of 349,945,947 ordinary shares issued and outstanding on an as-converted basis immediately after the completion of the offering and the concurrent private placements, as reported in the registrant's prospectus on Form 424B4 filed with the Securities Exchange Commission on November 27th, 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, F4, 511458 | |
| Item 2. | ||
| (a) | Name of person filing:
Each of the followings is hereinafter individually referred to as a "Reporting Person" and collectively as the "Reporting Persons." This statement is filed on behalf of:
(1) TMT General Partner Ltd.
(2) Morningside China TMT GP IV, L.P.
(3) Morningside China TMT Fund IV, L.P.
(4) Morningside China TMT Special Opportunity Fund II, L.P.
(5) Morningside China TMT Fund IV Co-Investment, L.P. | |
| (b) | Address or principal business office or, if none, residence:
The business address of each of the Reporting Persons is c/o Suite 905-6, 9th Floor, ICBC Tower, Three Garden Road, Hong Kong. | |
| (c) | Citizenship:
Each of the Reporting Persons is organized under the laws of Cayman Islands. | |
| (d) | Title of class of securities:
Class A ordinary share, par value US$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:
The information required by Items 4(a) is set forth in Row 9 of the cover page for each Reporting Person and is incorporated herein by reference. | |
| (b) | Percent of class:
The information required by Items 4(b) is set forth in Row 11 of the cover page for each Reporting Person and is incorporated herein by reference. | |
| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
The information required by Items 4(c)(i) is set forth in Row 5 of the cover page for each Reporting Person and is incorporated herein by reference.
TMT General Partner Ltd. is the general partner of Morningside China TMT GP IV, L.P.. Morningside China TMT GP IV, L.P. is the general partner of Morningside China TMT Fund IV, L.P., Morningside China TMT Special Opportunity Fund II, L.P. and Morningside China TMT Fund IV Co-Investment, L.P.. Morningside China TMT Fund IV, L.P. is the record owner of 12,921,807 Class A Ordinary Shares; Morningside China TMT Special Opportunity Fund II, L.P. is the record owner of 3,584,826 Class A Ordinary Shares; and Morningside China TMT Fund IV Co-Investment, L.P. is the record owner of 1,650,664 Class A Ordinary Shares.
TMT General Partner Ltd. is controlled by its board consisting of three individuals, including Qin Liu, Jianming Shi and Gerald Lokchung Chan, who have the voting and dispositive powers over the shares held by Morningside China TMT Fund IV, L.P., Morningside China TMT Special Opportunity Fund II, L.P. and Morningside China TMT Fund IV Co-Investment, L.P.. | ||
| (ii) Shared power to vote or to direct the vote:
The information required by Items 4(c)(ii) is set forth in Row 6 of the cover page for each Reporting Person and is incorporated herein by reference. | ||
| (iii) Sole power to dispose or to direct the disposition of:
The information required by Items 4(c)(iii) is set forth in Row 7 of the cover page for each Reporting Person and is incorporated herein by reference.
TMT General Partner Ltd. is the general partner of Morningside China TMT GP IV, L.P.. Morningside China TMT GP IV, L.P. is the general partner of Morningside China TMT Fund IV, L.P., Morningside China TMT Special Opportunity Fund II, L.P. and Morningside China TMT Fund IV Co-Investment, L.P.. Morningside China TMT Fund IV, L.P. is the record owner of 12,921,807 Class A Ordinary Shares; Morningside China TMT Special Opportunity Fund II, L.P. is the record owner of 3,584,826 Class A Ordinary Shares; and Morningside China TMT Fund IV Co-Investment, L.P. is the record owner of 1,650,664 Class A Ordinary Shares.
TMT General Partner Ltd. is controlled by its board consisting of three individuals, including Qin Liu, Jianming Shi and Gerald Lokchung Chan, who have the voting and dispositive powers over the shares held by Morningside China TMT Fund IV, L.P., Morningside China TMT Special Opportunity Fund II, L.P. and Morningside China TMT Fund IV Co-Investment, L.P.. | ||
| (iv) Shared power to dispose or to direct the disposition of:
The information required by Items 4(c)(iv) is set forth in Row 8 of the cover page for each Reporting Person and is incorporated herein by reference. | ||
| 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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Exhibit Information
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Exhibit 99.1 Joint Filing Agreement, dated February 10, 2025, by and between the Reporting Persons. |