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Pony AI Inc.

Pony AI Inc.PONY決算レポート

Nasdaq · 情報技術 · コンピュータ統合システム設計サービス

Pony Canyon Inc. , also known by the shorthand form Ponican , is a Japanese company, established on October 1, 1966, which distributes music, films, home video, and video games. It is affiliated with the Japanese media group Fujisankei Communications Group. Pony Canyon is a major leader in the music industry in Japan, with its artists regularly at the top of the Japanese charts. Pony Canyon is also responsible for releasing taped concerts from its artists as well as many anime productions and...

What changed in Pony AI Inc.'s 20-F — 2024 vs 2025

Top changes in Pony AI Inc.'s 2025 20-F

820 paragraphs added · 789 removed · 585 edited across 5 sections

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

283 edited+95 added−75 removed705 unchanged
Our vehicle domain controller products or autonomous driving technology in generally present the risk of significant injury, including fatalities. We may be subject to claims if our products or technology is involved in accidents and passenger injuries.
Our vehicle domain controller products or autonomous driving technology generally present the risk of significant injury, including fatalities. We may be subject to claims if our products or technology is involved in accidents and passenger injuries.
The market opportunities we are pursuing are at an early stage of development, and it is difficult to predict user demand or adoption rates for our technology and service offerings, or the future growth of the markets in which we operate.
The market opportunities we are pursuing are at an early stage of development, and it is difficult to predict user demand or adoption rates for our technology and service offerings, or the future growth of the markets in which we operate.
Any such action, once taken by the PRC regulatory authority, could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or in extreme cases, become worthless.
Any such action, once taken by the PRC regulatory authority, could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or in extreme cases, become worthless.
Since February 2025, the U.S. administration has proposed to increase the total tariff level for imported Chinese goods to 145% and additional tariff increase could be imposed as the trade tension between the two countries continues to heighten. On April 11, 2025, China has responded by hiking its levies on U.S. imports to 125%.
Since February 2025, the U.S. administration has proposed to increase the total tariff level for imported Chinese goods to 145% and additional tariff increase could be imposed as the trade tension between the two countries continues to heighten. On April 11, 2025, China has responded by hiking its levies on U.S. imports to 125%.
President Trump issued the America First Investment Policy Memorandum, which included plans to broaden the jurisdiction and significantly revise the operations of Committee on Foreign Investment in the United States (“CFIUS”) the organization that regulates foreign investments in the United States, with a focus on the with what it characterized as the “new and evolving threats” associated with foreign investment, with a particular focus on China.
President Trump issued the America First Investment Policy Memorandum, which included plans to broaden the jurisdiction and significantly revise the operations of Committee on Foreign Investment in the United States (“CFIUS”) the organization that regulates foreign investments in the United States, with a focus on what it characterized as the “new and evolving threats” associated with foreign investment, with a particular focus on China.
PRC courts may recognize and enforce foreign judgments in accordance with the requirements of the PRC Civil Procedures Law based either on treaties between China and the country where the judgment is made or on principles of reciprocity between jurisdictions.
PRC courts may recognize and enforce foreign judgments in accordance with the requirements of the PRC Civil Procedures Law based either on treaties between China and the country where the judgment is made or on principles of reciprocity between jurisdictions.
China does not have treaties providing for the reciprocal recognition and enforcement of judgments of courts with the United States, the Cayman Islands or many other countries and regions.
China does not have treaties providing for the reciprocal recognition and enforcement of judgments of courts with the United States, the Cayman Islands or many other countries and regions.
Therefore, recognition and enforcement in China of judgments of a court in any of these non-PRC jurisdictions in relation to any matter not subject to a binding arbitration provision may be difficult or impossible.
Therefore, recognition and enforcement in China of judgments of a court in any of these non-PRC jurisdictions in relation to any matter not subject to a binding arbitration provision may be difficult or impossible.
In addition, according to the PRC Civil Procedures Law, the PRC courts will not enforce a foreign judgment if it is decided as having violated the basic principles of PRC laws or national sovereignty, security or public interest.
In addition, according to the PRC Civil Procedures Law, the PRC courts will not enforce a foreign judgment if it is decided as having violated the basic principles of PRC laws or national sovereignty, security or public interest.
As a result, it is uncertain whether and on what basis a PRC court would enforce a judgment rendered by a court in the United States or the Cayman Islands. The SEC, U.S.
As a result, it is uncertain whether and on what basis a PRC court would enforce a judgment rendered by a court in the United States or the Cayman Islands. The SEC, U.S.
Department of Justice and other U.S. authorities often have substantial difficulties in bringing and enforcing actions against non-U.S. companies and non-U.S. persons, including company directors and officers, in certain emerging markets, including China.
Department of Justice and other U.S. authorities often have substantial difficulties in bringing and enforcing actions against non-U.S. companies and non-U.S. persons, including company directors and officers, in certain emerging markets, including China.
Additionally, public shareholders investing in the ADSs have limited rights and few practical remedies in emerging markets where we operate, as shareholder claims that are common in the United States, including class actions under securities law and fraud claims, generally are difficult or impossible to pursue as a matter of law or practicality in many emerging markets, including China.
Additionally, public shareholders investing in the ADSs have limited rights and few practical remedies in emerging markets where we operate, as shareholder claims that are common in the United States, including class actions under securities law and fraud claims, generally are difficult or impossible to pursue as a matter of law or practicality in many emerging markets, including China.
All the agreements under our prior contractual arrangements were governed by PRC law and provided for the resolution of disputes through arbitration in China. Accordingly, these contracts would be interpreted in accordance with PRC law and any disputes would be resolved in accordance with PRC legal procedures.
Accordingly, these contracts would be interpreted in accordance with PRC law, and any disputes would be resolved in accordance with PRC legal procedures. All the agreements under our prior contractual arrangements were governed by PRC law and provided for the resolution of disputes through arbitration in China.
Key Information—3.D. Risk Factors—Risks Related to Our Ordinary Shares and ADSs—As an exempted company incorporated in the Cayman Islands, we are permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from the Nasdaq corporate governance listing standards.
Key Information—3.D. Risk Factors—Risks Related to the ADSs and Our Ordinary Shares—As an exempted company incorporated in the Cayman Islands, we are permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from the Nasdaq corporate governance listing standards.
We believe we are currently a controlled foreign corporation for U.S. federal income tax purposes, and, as a result, there could be adverse U.S. federal income tax consequences to certain U.S. investors that own the ADSs or ordinary shares (directly or indirectly) and are treated as “Ten Percent Shareholders.” Certain direct or indirect “Ten Percent Shareholders” (as defined below) in a non-U.S. corporation that is a controlled foreign corporation (a “CFC”) for U.S. federal income tax purposes generally are required to include in income for U.S. federal income tax purposes their pro rata share of the CFC’s “Subpart F income,” investment of earnings in U.S. property, and “global intangible low-taxed income,” even if the CFC has made no distributions to its shareholders.
We believe we are currently a controlled foreign corporation for U.S. federal income tax purposes, and, as a result, there could be adverse U.S. federal income tax consequences to certain U.S. investors that own the ADSs or Class A ordinary shares (directly or indirectly) and are treated as “Ten Percent Shareholders.” Certain direct or indirect “Ten Percent Shareholders” (as defined below) in a non-U.S. corporation that is a controlled foreign corporation (a “CFC”) for U.S. federal income tax purposes generally are required to include in income for U.S. federal income tax purposes their pro rata share of the CFC’s “Subpart F income,” investment of earnings in U.S. property, and “global intangible low-taxed income,” even if the CFC has made no distributions to its shareholders.
On July 30, 2021, the MIIT issued the Opinion on Strengthening the Access Administration of Intelligent Connected Vehicles Manufacturing Enterprises and Their Products, which strengthens the safety management of products with autopilot function and provides that where the enterprises find any serious problem in any automobile product manufactured or sold by them with respect to driving assistance and autonomous driving security, they shall, in accordance with the laws and regulations, immediately cease the production or sale of the relevant product, take measures to rectify, as well as report to the MIIT and its the local competent departments.
On July 30, 2021, the MIIT issued the Opinion on Strengthening the Access Administration of Intelligent Connected Vehicles Manufacturing Enterprises and Their Products, which strengthens the safety management of products with autopilot function and provides that where the enterprises find any serious problem in any automobile product manufactured or sold by them with respect to driving assistance and autonomous driving security, they shall, in accordance with the laws and regulations, immediately cease the production or sale of the relevant product, take measures to rectify, as well as report to the MIIT and the local competent departments.
Nevertheless, there are substantial uncertainties regarding the interpretation and application of current and future PRC laws, regulations, and rules relating to the agreements that established the former VIE structure for our operations in China, including potential future actions by the PRC regulatory authority, which may retroactively affect the enforceability or legality of our former contractual arrangements with the former VIEs and, consequently, significantly affect the historical financial condition and results of operations of the former VIEs, and our ability to consolidate the results of the former VIEs into our consolidated financial statements for the periods when the VIE structure existed.
Nevertheless, there are uncertainties regarding the interpretation and application of current and future PRC laws, regulations, and rules relating to the agreements that established the former VIE structure for our operations in China, including potential future actions by the PRC regulatory authority, which may retroactively affect the enforceability or legality of our former contractual arrangements with the former VIEs and, consequently, significantly affect the historical financial condition and results of operations of the former VIEs, and our ability to consolidate the results of the former VIEs into our consolidated financial statements for the periods when the VIE structure existed.
While we endeavor to include indemnification provisions or other protections in such agreements to mitigate liability and losses stemming from our counterparties’ acts or omissions, we may not always be able to negotiate for such protections and, even where we can, there is no guarantee that our counterparties will honor such provisions or that such protections will cover the full scope of our liabilities and losses. 39 Table of Contents In general, negative publicity of us or our industry regarding any actual or perceived failure, by us, or by our third-party partners, to maintain the security of our user data or to comply with these existing or new privacy or data security laws, regulations, policies, contractual provisions, industry standards, and other requirements, may result in civil or regulatory liability, including governmental or data protection authority enforcement actions and investigations, fines, penalties, enforcement orders requiring us to cease operating in a certain way, litigation, or adverse publicity, and may require us to expend significant resources in responding to and defending against allegations and claims.
While we endeavor to include indemnification provisions or other protections in such agreements to mitigate liability and losses stemming from our counterparties’ acts or omissions, we may not always be able to negotiate for such protections and, even where we can, there is no guarantee that our counterparties will honor such provisions or that such protections will cover the full scope of our liabilities and losses. 34 Table of Contents In general, negative publicity of us or our industry regarding any actual or perceived failure, by us, or by our third-party partners, to maintain the security of our user data or to comply with these existing or new privacy or data security laws, regulations, policies, contractual provisions, industry standards, and other requirements, may result in civil or regulatory liability, including governmental or data protection authority enforcement actions and investigations, fines, penalties, enforcement orders requiring us to cease operating in a certain way, litigation, or adverse publicity, and may require us to expend significant resources in responding to and defending against allegations and claims.
Under the OIP, “Covered Foreign Persons” include, but are not limited to, (i) companies that are engaged in one of these three technology sectors and that are headquartered, incorporated in, or have their principal place of business in a “country of concern,” (ii) companies that are engaged in one of these three technology sectors and that are directly or indirectly owned by the government of a “country of concern” or by certain individuals or entities associated with a “country of concern,”and (iii) companies with significant financial ties to companies described in (i) or (ii).
Under the OIP, “Covered Foreign Persons” include, but are not limited to, (i) companies that are engaged in one of these three technology sectors and that are headquartered, incorporated in, or have their principal place of business in a “country of concern,” (ii) companies that are engaged in one of these three technology sectors and that are directly or indirectly owned by the government of a “country of concern” or by certain individuals or entities associated with a “country of concern,” and (iii) companies with significant financial ties to companies described in (i) or (ii).
Risk Factors—Risks Related to Our Business and Industry—Any unauthorized access, collection, control, manipulation, interruption, compromise or improper disclosure of personal information, cyber-attacks or other security incidents or data breaches that affect our networks or systems, or those of our service providers or our customers and/or passengers, whether inadvertent or purposeful, could degrade our ability to conduct our business, compromise the integrity of our products and services or our platform and data, result in significant data losses or the theft of our intellectual property, damage our reputation, expose us to liability to third parties and require us to incur significant additional costs to maintain the security of our networks and data, in any case of the foregoing, which could adversely affect our business, financial condition and results of operations.” 38 Table of Contents Complying with evolving laws and regulations across multiple jurisdictions regarding cybersecurity, information security, privacy and data protection and other related laws and requirements may be expensive and force us to make adverse changes to our business.
Risk Factors—Risks Related to Our Business and Industry—Any unauthorized access, collection, control, manipulation, interruption, compromise or improper disclosure of personal information, cyber-attacks or other security incidents or data breaches that affect our networks or systems, or those of our service providers or our customers and/or passengers, whether inadvertent or purposeful, could degrade our ability to conduct our business, compromise the integrity of our products and services or our platform and data, result in significant data losses or the theft of our intellectual property, damage our reputation, expose us to liability to third parties and require us to incur significant additional costs to maintain the security of our networks and data, in any case of the foregoing, which could adversely affect our business, financial condition and results of operations.” 33 Table of Contents Complying with evolving laws and regulations across multiple jurisdictions regarding cybersecurity, information security, privacy and data protection and other related laws and requirements may be expensive and force us to make adverse changes to our business.
In particular, some of our PRC entities in Beijing, Guangzhou, Shenzhen and Jiangsu province had been recognized as the “High and New Tech Enterprise.” According to the tax incentives of the EIT Law for “High and New Tech Enterprise,” these companies are subject to a reduced EIT rate of 15% for three years commencing from the year these companies are recognized as “High and New Tech Enterprise.” Such preferential tax treatments are subject to change and termination.
In particular, some of our PRC entities in Beijing, Guangzhou, Shenzhen, Shanghai and Jiangsu province had been recognized as the “High and New Tech Enterprise.” According to the tax incentives of the EIT Law for “High and New Tech Enterprise,” these companies are subject to a reduced EIT rate of 15% for three years commencing from the year these companies are recognized as “High and New Tech Enterprise.” Such preferential tax treatments are subject to change and termination.
As the techniques used to obtain unauthorized access or sabotage information systems and networks change frequently and generally are not identified until they are launched against a target, even if we take all reasonable precautions, including to the extent required by law, we may be unable to anticipate these attacks or to implement adequate preventative measures, and we may not become aware in a timely manner of such a security breach, which may exacerbate any damage we experience. 36 Table of Contents While we take reasonable measures to prevent unauthorized access to our products, solutions and systems, including measures to protect and maintain the security of any personal, confidential and/or proprietary information stored thereon, there can be no assurance that such systems and measures will not be compromised as a result of intentional or unintentional misconduct.
As the techniques used to obtain unauthorized access or sabotage information systems and networks change frequently and generally are not identified until they are launched against a target, even if we take all reasonable precautions, including to the extent required by law, we may be unable to anticipate these attacks or to implement adequate preventative measures, and we may not become aware in a timely manner of such a security breach, which may exacerbate any damage we experience. 31 Table of Contents While we take reasonable measures to prevent unauthorized access to our products, solutions and systems, including measures to protect and maintain the security of any personal, confidential and/or proprietary information stored thereon, there can be no assurance that such systems and measures will not be compromised as a result of intentional or unintentional misconduct.
Our independent registered public accounting firm that issues the audit report included in this annual report, as an auditor of companies that are traded publicly in the United States and a firm registered with the PCAOB, is required by the laws of the United States to undergo regular inspections by the PCAOB to assess its compliance with the laws of the United States and professional standards.
Our independent registered public accounting firm that issues the audit reports included in this annual report, as an auditor of companies that are traded publicly in the United States and a firm registered with the PCAOB, is required by the laws of the United States to undergo regular inspections by the PCAOB to assess its compliance with the laws of the United States and professional standards.
If the relevant PRC authorities determine that we shall make supplemental social insurance and housing fund contributions or that we are subject to fines and legal sanctions in relation to our failure to make social insurance and housing fund contributions in full for our employees, or our practice of engaging third-party agencies to make payments, our business, financial condition and results of operations may be adversely affected. 63 Table of Contents In addition, the Interim Provisions on Labor Dispatching, which was promulgated by the Ministry of Human Resources and Social Security in January 2014, provides that an employer may use dispatched workers only for temporary, auxiliary or substitute positions, and the number of dispatched workers used by an employer shall not exceed 10% of the total number of its employees.
If the relevant PRC authorities determine that we shall make supplemental social insurance and housing fund contributions or that we are subject to fines and legal sanctions in relation to our failure to make social insurance and housing fund contributions in full for our employees, or our practice of engaging third-party agencies to make payments, our business, financial condition and results of operations may be adversely affected. 59 Table of Contents In addition, the Interim Provisions on Labor Dispatching, which was promulgated by the Ministry of Human Resources and Social Security in January 2014, provides that an employer may use dispatched workers only for temporary, auxiliary or substitute positions, and the number of dispatched workers used by an employer shall not exceed 10% of the total number of its employees.
The measures we generally take to obtain, maintain, protect and enforce our intellectual property and proprietary information, including preventing unauthorized use by third parties, may not be effective for various reasons, including the following: ● the patent applications we file may not be granted; ● we may not be the first party to file a patent application in relation to a certain invention; ● the scope of our issued patents may not be broad enough to protect our inventions and proprietary technology; ● our issued patents may be challenged by our competitors or other third parties, which could result in a court or governmental agency invalidating, narrowing the scope of, or rendering unenforceable our patents; ● patents have a finite term, and competitors and other third parties may offer products identical or similar to those covered by our patent after the patent expiration; ● we may fail to enter into the necessary agreements to prevent disclosure, third-party infringement or misappropriation of our proprietary information, and even if entered into, these agreements may be limited as to their term and may not provide an adequate remedy in the event of unauthorized disclosure or use of proprietary information; ● our employees, contractors or business partners may willfully breach their confidentiality, non-disclosure and non-use obligations; ● our proprietary information and technology may become otherwise known or be independently developed by our competitors and other third parties; 33 Table of Contents ● the costs associated with enforcing patents or other intellectual property rights, confidentiality provisions, invention assignment or similar agreements may make enforcement impracticable; and ● competitors and other third parties may circumvent or otherwise design around our patents or other intellectual property rights.
The measures we generally take to obtain, maintain, protect and enforce our intellectual property and proprietary information, including preventing unauthorized use by third parties, may not be effective for various reasons, including the following: · the patent applications we file may not be granted; · we may not be the first party to file a patent application in relation to a certain invention; · the scope of our issued patents may not be broad enough to protect our inventions and proprietary technology; · our issued patents may be challenged by our competitors or other third parties, which could result in a court or governmental agency invalidating, narrowing the scope of, or rendering unenforceable our patents; · patents have a finite term, and competitors and other third parties may offer products identical or similar to those covered by our patent after the patent expiration; · we may fail to enter into the necessary agreements to prevent disclosure, third-party infringement or misappropriation of our proprietary information, and even if entered into, these agreements may be limited as to their term and may not provide an adequate remedy in the event of unauthorized disclosure or use of proprietary information; · our employees, contractors or business partners may willfully breach their confidentiality, non-disclosure and non-use obligations; · our proprietary information and technology may become otherwise known or be independently developed by our competitors and other third parties; · the costs associated with enforcing patents or other intellectual property rights, confidentiality provisions, invention assignment or similar agreements may make enforcement impracticable; and · competitors and other third parties may circumvent or otherwise design around our patents or other intellectual property rights.
Accordingly, as the number of users whose personal information is processed by us did not reach one million as of the date of the prospectus, we were not required under the Cybersecurity Review Measures to apply for a cybersecurity review in connection with our IPO and the listing of the ADSs on the Nasdaq.
Accordingly, as the number of users whose personal information is processed by us did not reach one million as of the date of the prospectus used for our IPO, we were not required under the Cybersecurity Review Measures to apply for a cybersecurity review in connection with our IPO and the listing of the ADSs on the Nasdaq.
These regulations could include requirements or otherwise that have the effect of significantly delaying or limiting the commercialization of autonomous driving technologies, limiting the number of self-driving vehicles manufactured by our OEM partners, imposing restrictions on the number of vehicles in robotaxi operation and the locations where self-driving fleets may be operated or imposing significant liabilities on manufacturers or operators of autonomous vehicles or developers of autonomous vehicle technology. 26 Table of Contents In addition, regulations designed to govern autonomous vehicle manufacture and operations, surveying and mapping, driverless road testing, and the collection, processing, storage and use of vehicle and other data, among other things, are still in the early stage of development and the specific regulatory practices vary on different levels of PRC authorities or in different places.
These regulations could include requirements or otherwise that have the effect of significantly delaying or limiting the commercialization of autonomous driving technologies, limiting the number of self-driving vehicles manufactured by our OEM partners, imposing restrictions on the number of vehicles in robotaxi operation and the locations where self-driving fleets may be operated or imposing significant liabilities on manufacturers or operators of autonomous vehicles or developers of autonomous vehicle technology. 21 Table of Contents In addition, regulations designed to govern autonomous vehicle manufacture and operations, surveying and mapping, driverless road testing, and the collection, processing, storage and use of vehicle and other data, among other things, are still in the early stage of development and the specific regulatory practices vary on different levels of PRC authorities or in different places.
With respect to loans to the PRC entities by us, (i) if the relevant PRC entities adopt the traditional foreign exchange administration mechanism (the “Current Foreign Debt Mechanism”), the outstanding amount of the loans shall not exceed the difference between the total investment and the registered capital of the PRC entities; and (ii) if the relevant PRC entities adopt the Notice No. 9 Foreign Debt Mechanism, the outstanding amount of the loans shall not exceed 200% of the net asset of the relevant PRC entities. 60 Table of Contents According to the Notice of the People’s Bank of China on Matters concerning the Macro-Prudential Management of Full-Covered Cross-Border Financing promulgated by the People’s Bank of China on January 12, 2017 (the “PBOC Notice No. 9”) after a transition period of one year since the promulgation of PBOC Notice No. 9, the People’s Bank of China and SAFE will determine the cross-border financing administration mechanism for the foreign-invested enterprises after evaluating the overall implementation of PBOC Notice No. 9.
With respect to loans to the PRC entities by us, (i) if the relevant PRC entities adopt the traditional foreign exchange administration mechanism (the “Current Foreign Debt Mechanism”), the outstanding amount of the loans shall not exceed the difference between the total investment and the registered capital of the PRC entities; and (ii) if the relevant PRC entities adopt the Notice No. 9 Foreign Debt Mechanism, the outstanding amount of the loans shall not exceed 200% of the net asset of the relevant PRC entities. 56 Table of Contents According to the Notice of the People’s Bank of China on Matters concerning the Macro-Prudential Management of Full-Covered Cross-Border Financing promulgated by the People’s Bank of China on January 12, 2017 (the “PBOC Notice No. 9”) after a transition period of one year since the promulgation of PBOC Notice No. 9, the People’s Bank of China and SAFE will determine the cross-border financing administration mechanism for the foreign-invested enterprises after evaluating the overall implementation of PBOC Notice No. 9.
Our dual-class share structure with different voting rights will limit your ability to influence corporate matters and could discourage others from pursuing any change of control transactions that holders of our Class A ordinary shares and ADSs may view as beneficial. We have adopted a dual-class share structure.
Our dual-class share structure with different voting rights will limit your ability to influence corporate matters and could discourage others from pursuing any change of control transactions that holders of the ADSs and our Class A ordinary shares may view as beneficial. We have adopted a dual-class share structure.
Complying with the requirements of the above-mentioned regulations and other relevant rules to complete such transactions could be time-consuming, and any required approval processes, including obtaining approval from the State Administration for Market Regulation (the “SAMR”), the MOFCOM or its local counterparts may delay or inhibit our ability to complete such transactions, which could affect our ability to expand our business or maintain our market share. 61 Table of Contents PRC regulations relating to the establishment of offshore special purpose companies by PRC residents may subject our PRC resident beneficial owners or our PRC subsidiaries to liability or penalties, limit our ability to inject capital into our PRC subsidiaries, limit our PRC subsidiaries’ ability to increase their registered capital or distribute profits to us, or may otherwise adversely affect us.
Complying with the requirements of the above-mentioned regulations and other relevant rules to complete such transactions could be time-consuming, and any required approval processes, including obtaining approval from the State Administration for Market Regulation (the “SAMR”), the MOFCOM or its local counterparts may delay or inhibit our ability to complete such transactions, which could affect our ability to expand our business or maintain our market share. 57 Table of Contents PRC regulations relating to the establishment of offshore special purpose companies by PRC residents may subject our PRC resident beneficial owners or our PRC subsidiaries to liability or penalties, limit our ability to inject capital into our PRC subsidiaries, limit our PRC subsidiaries’ ability to increase their registered capital or distribute profits to us, or may otherwise adversely affect us.
If we fail to implement and maintain an effective system of internal control over financial reporting, we may be unable to accurately report our results of operations, meet our reporting obligations or prevent fraud, and investor confidence and the market price of the ADS may be materially and adversely affected.
If we fail to implement and maintain an effective system of internal control over financial reporting, we may be unable to accurately report our results of operations, meet our reporting obligations or prevent fraud, and investor confidence and the market price of the ADS s may be materially and adversely affected.
The risks and challenges we have faced or expect to face include our ability to: ● continue to develop and successfully commercialize our autonomous driving technology at scale; 19 Table of Contents ● properly price our products and services; ● plan for and manage capital expenditures for our current and future products; ● hire, integrate and retain talented people at all levels of our organization; ● establish and expand our customer base; ● forecast our revenue, budget for and manage our expenses as well as improving operational efficiency; ● attract new partners and retain existing partners; ● navigate an evolving and complex regulatory environment; ● manage our supply chain and supplier relationships; ● maintain a reliable, secure, high-performance, and scalable technology infrastructure; ● anticipate and respond to changes in the markets in which we operate, including technological developments and changes in competitive landscape; ● build a well-recognized and reputable brand; ● effectively manage our growth and business operations, including the impacts of unforeseen market changes on our business; and ● successfully develop new solutions, features and applications to enhance user experience.
The risks and challenges we have faced or expect to face include our ability to: · continue to develop and successfully commercialize our autonomous driving technology at scale; · properly price our products and services; · plan for and manage capital expenditures for our current and future products; · hire, integrate and retain talented people at all levels of our organization; · establish and expand our customer base; · forecast our revenue, budget for and manage our expenses as well as improving operational efficiency; · attract new partners and retain existing partners; · navigate an evolving and complex regulatory environment; · manage our supply chain and supplier relationships; · maintain a reliable, secure, high-performance, and scalable technology infrastructure; · anticipate and respond to changes in the markets in which we operate, including technological developments and changes in competitive landscape; · build a well-recognized and reputable brand; · effectively manage our growth and business operations, including the impacts of unforeseen market changes on our business; and · successfully develop new solutions, features and applications to enhance user experience.
Risk Factors—Risks Related to Doing Business in China—The approval, filing or other requirements of the CSRC or other PRC regulatory authorities may be required under PRC law in connection with our future overseas securities offerings, and we cannot predict whether or for how long we will be able to obtain such approval or complete such filing.” Additionally, relevant regulatory authorities in the PRC may initiate cybersecurity review if they determine that network products or services or data processing activities affect or may affect national security.
Risk Factors—Risks Related to Doing Business in China—The approval, filing or other requirements of the CSRC or other PRC regulatory authorities may be required under PRC law in connection with our future issuance of securities overseas, and we cannot predict whether or for how long we will be able to obtain such approval or complete such filing.” Additionally, relevant regulatory authorities in the PRC may initiate cybersecurity review if they determine that network products or services or data processing activities affect or may affect national security.
In addition, the OIP may be changed by executive actions of the U.S. government, including changes to the scope of activities and technologies applicable to prohibited transactions or the scope and availability of exceptions to the OIP’s prohibitions or notification requirements.
In addition, the OIP may be changed by executive actions of the U.S. government, including changes to the scope of activities and technologies applicable to notifiable or prohibited transactions or the scope and availability of exceptions to the OIP’s prohibitions or notification requirements.
If we fail to protect and enforce our intellectual property and proprietary rights adequately, our competitors might gain access to our technology and this could adversely affect our business, operating results and financial condition. 34 Table of Contents We may be sued by third parties for alleged infringement, misappropriation or other violation of their proprietary technology or other intellectual property rights, which could be time-consuming and costly and result in significant legal liability or require us to cease using certain technology or other intellectual property rights, which could harm our business, financial condition, operating results, and reputation.
If we fail to protect and enforce our intellectual property and proprietary rights adequately, our competitors might gain access to our technology and this could adversely affect our business, operating results and financial condition. 29 Table of Contents We may be sued by third parties for alleged infringement, misappropriation or other violation of their proprietary technology or other intellectual property rights, which could be time-consuming and costly and result in significant legal liability or require us to cease using certain technology or other intellectual property rights, which could harm our business, financial condition, operating results, and reputation.
For example, undetected errors or defects in open source software could render it vulnerable to breaches or security attacks and make our systems more vulnerable to data breaches. 35 Table of Contents Furthermore, some open source software licenses require users who distribute open source software as part of their proprietary software, or derive proprietary software from or based on open source software, or link proprietary code to open source software, to publicly disclose all or part of the source code to such proprietary software and/or make available any derivative works of the open source code on unfavorable terms or at no cost.
For example, undetected errors or defects in open source software could render it vulnerable to breaches or security attacks and make our systems more vulnerable to data breaches. 30 Table of Contents Furthermore, some open source software licenses require users who distribute open source software as part of their proprietary software, or derive proprietary software from or based on open source software, or link proprietary code to open source software, to publicly disclose all or part of the source code to such proprietary software and/or make available any derivative works of the open source code on unfavorable terms or at no cost.
As we have limited control over quality, manufacturing yield, development, enhancement and delivery schedules with respect to these key components, delays or other problems experienced by our suppliers in their design, manufacturing, assembly or testing process could affect our business operations negatively. 28 Table of Contents We are subject to the risk of shortages and long lead times in the supply of these components and the risk that our suppliers discontinue or modify components used in our hardware solutions.
As we have limited control over quality, manufacturing yield, development, enhancement and delivery schedules with respect to these key components, delays or other problems experienced by our suppliers in their design, manufacturing, assembly or testing process could affect our business operations negatively. 23 Table of Contents We are subject to the risk of shortages and long lead times in the supply of these components and the risk that our suppliers discontinue or modify components used in our hardware solutions.
We have not determined the extent to which our goodwill and other intangible assets are owned by Pony AI Inc., and do not maintain calculations of the adjusted tax basis of the assets of our subsidiaries for U.S. federal income tax purposes, which may make it difficult for us or our shareholders to determine whether we were a PFIC for our taxable year ended December 31, 2024 and whether we will be a PFIC for our current taxable year or any future taxable year.
We have not determined the extent to which our goodwill and other intangible assets are owned by Pony AI Inc., and do not maintain calculations of the adjusted tax basis of the assets of our subsidiaries for U.S. federal income tax purposes, which may make it difficult for us or our shareholders to determine whether we were a PFIC for our taxable year ended December 31, 2025 and whether we will be a PFIC for our current taxable year or any future taxable year.
Some of these measures may benefit the overall Chinese economy, but may have a negative effect on us. 56 Table of Contents The approval, filing or other requirements of the CSRC or other PRC regulatory authorities may be required under PRC law in connection with our future overseas securities offerings, and we cannot predict whether or for how long we will be able to obtain such approval or complete such filing.
Some of these measures may benefit the overall Chinese economy, but may have a negative effect on us. 52 Table of Contents The approval, filing or other requirements of the CSRC or other PRC regulatory authorities may be required under PRC law in connection with our future overseas securities offerings, and we cannot predict whether or for how long we will be able to obtain such approval or complete such filing.
These sanctions and export controls could adversely affect us and/or our supply chain, business partners, or customers. 53 Table of Contents Since 2018, the U.S. government has imposed, and has proposed to impose additional, new, or higher tariffs on certain products imported from China to penalize China for what it characterizes as unfair trade practices and these measures have recently increased.
These sanctions and export controls could adversely affect us and/or our supply chain, business partners, or customers. 49 Table of Contents Since 2018, the U.S. government has imposed, and has proposed to impose additional, new, or higher tariffs on certain products imported from China to penalize China for what it characterizes as unfair trade practices and these measures have recently increased.
As a result of all of the above, you may have more difficulties in protecting your interests in your emerging market investments. 58 Table of Contents We may rely on dividends and other distributions on equity paid by our PRC subsidiaries to fund any cash and financing requirements we may have, and any limitation on the ability of our PRC subsidiaries to make payments to us could have a material and adverse effect on our ability to conduct our business.
As a result of all of the above, you may have more difficulties in protecting your interests in your emerging market investments. 54 Table of Contents We may rely on dividends and other distributions on equity paid by our PRC subsidiaries to fund any cash and financing requirements we may have, and any limitation on the ability of our PRC subsidiaries to make payments to us could have a material and adverse effect on our ability to conduct our business.
In 2022, 2023 and 2024, the former VIEs received debt financing of US$5.0 million, nil and nil, respectively. Beijing (ZX) Pony, one of the former VIEs, repaid the loan of US$5.0 million in June 2024.
In 2023 and 2024, the former VIEs received debt financing of nil and nil, respectively. Beijing (ZX) Pony, one of the former VIEs, repaid the loan of US$5.0 million in June 2024.
We would also have to mandatorily comply with U.S. federal proxy requirements, and our officers, directors and principal shareholders would become subject to the short-swing profit disclosure and recovery provisions of Section 16 of the Exchange Act. In addition, we would lose our ability to rely upon exemptions from certain corporate governance requirements under the Nasdaq listing rules.
We would also have to mandatorily comply with U.S. federal proxy requirements, and our principal shareholders would become subject to the short-swing profit disclosure and recovery provisions of Section 16 of the Exchange Act. In addition, we would lose our ability to rely upon exemptions from certain corporate governance requirements under the Nasdaq listing rules.
The Overseas Listing Filing Rules provide that (i) the filing applications be submitted to the CSRC within three business days after the issuer submits its application documents relating to the initial public offering and/or listing in overseas; (ii) a timely report be submitted to the CSRC and update its CSRC filing within three business days after the occurrence of any of the following material events, if any of the following events occurs before the completion of the overseas offering and/or listing but after the completion of its CSRC filing: (a) any material change to principal business, licenses or qualifications of the issuer, (b) a change of control of the issuer or any material change to equity structure of the issuer, and (c) any material change to the offering and listing plan; (iii) after the completion of the listing, a report relating to the issuance information of such offering and/or listing be submitted to the CSRC and a report be submitted to the CSRC within three business days upon the occurrence and public announcement of any of the 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 or relevant competent authorities in respect of the issuer, (c) change of the listing status or transfer of the listing board, and (d) the voluntary or mandatory delisting of the issuer; and (iv) where there is material change in the main business of the issuer after overseas offering and listing, which does not apply to the Overseas Listing Filing Rules therefore, such issuer shall submit to the CSRC a report and a relevant legal opinion issued by a domestic law firm within three business days after occurrence of such change. 57 Table of Contents In addition, our future securities offerings may also need to be filed with and/or reported to the CSRC according to the Overseas Listing Filing Rules.
The Overseas Listing Filing Rules provide that (i) the filing applications be submitted to the CSRC within three business days after the issuer submits its application documents relating to the initial public offering and/or listing in overseas; (ii) a timely report be submitted to the CSRC and update its CSRC filing within three business days after the occurrence of any of the following material events, if any of the following events occurs before the completion of the overseas offering and/or listing but after the completion of its CSRC filing: (a) any material change to principal business, licenses or qualifications of the issuer, (b) a change of control of the issuer or any material change to equity structure of the issuer, and (c) any material change to the offering and listing plan; (iii) after the completion of the listing, a report relating to the issuance information of such offering and/or listing be submitted to the CSRC and a report be submitted to the CSRC within three business days upon the occurrence and public announcement of any of the 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 or relevant competent authorities in respect of the issuer, (c) change of the listing status or transfer of the listing board, and (d) the voluntary or mandatory delisting of the issuer; and (iv) where there is material change in the main business of the issuer after overseas offering and listing, which does not apply to the Overseas Listing Filing Rules therefore, such issuer shall submit to the CSRC a report and a relevant legal opinion issued by a domestic law firm within three business days after occurrence of such change. 53 Table of Contents In addition, our future financing activities may also need to be filed with and/or reported to the CSRC according to the Overseas Listing Filing Rules.
This may restrict our ability to implement our acquisition strategy and could adversely affect our business and prospects. 62 Table of Contents Any failure to comply with PRC regulations regarding the registration requirements for employee stock incentive plans may subject the PRC plan participants or us to fines and other legal or administrative sanctions.
This may restrict our ability to implement our acquisition strategy and could adversely affect our business and prospects. 58 Table of Contents Any failure to comply with PRC regulations regarding the registration requirements for employee stock incentive plans may subject the PRC plan participants or us to fines and other legal or administrative sanctions.
Therefore, because we hold a substantial amount of cash, there is a significant risk that we will be a PFIC for the current or any future taxable year if the fair market value of our goodwill and other intangible assets is determined by reference to our market capitalization and our market capitalization remains volatile or deflated.
Therefore, because we hold a substantial amount of cash, there is a significant risk that we will be a PFIC for the current or future any taxable year if the fair market value of our goodwill and other intangible assets is determined by reference to our market capitalization and our market capitalization remains volatile or declines.
For example, our board of directors has the authority, without further action by our shareholders, to issue preferred shares in one or more series and to fix their designations, powers, preferences, privileges, and relative participating, optional or special rights and the qualifications, limitations or restrictions, including dividend rights, conversion rights, voting rights, terms of redemption and liquidation preferences, any or all of which may be greater than the rights associated with our Class A ordinary shares, in the form of ADS or otherwise.
For example, subject to certain limitations and conditions, our board of directors has the authority, without further action by our shareholders, to issue preferred shares in one or more series and to fix their designations, powers, preferences, privileges, and relative participating, optional or special rights and the qualifications, limitations or restrictions, including dividend rights, conversion rights, voting rights, terms of redemption and liquidation preferences, any or all of which may be greater than the rights associated with our Class A ordinary shares, in the form of ADS or otherwise.
Risk Factors—Risks Related to Our Business and Industry—Our products and solutions rely on the stable performance of both internal and external servers, networks, IT infrastructure and data processing systems, and any error, bug, vulnerability, systems defect or failure, disruption or unauthorized access, such as cyber-attacks, to such servers, networks, assets or systems due to internal or external factors could diminish demand for our products and services, harm our business, our reputation, our financial condition and results of operations and subject us to liability.” In addition, if a high-profile security breach occurs within our industry, our current and potential customers and/or passengers may lose trust in the security and safety of our systems, products, solutions and information even if we are not directly affected.
Risk Factors—Risks Related to Our Business and Industry—Any error, bug, vulnerability, systems defect or failure, disruption or unauthorized access, such as cyber-attacks, to the servers, networks, IT infrastructure and data processing systems we rely on due to internal or external factors could diminish demand for our products and services, harm our business, our reputation, our financial condition and results of operations and subject us to liability.” In addition, if a high-profile security breach occurs within our industry, our current and potential customers and/or passengers may lose trust in the security and safety of our systems, products, solutions and information even if we are not directly affected.
If the PRC regulatory authority finds such agreements non-compliant with relevant PRC laws, regulations, and rules, or if these laws, regulations, and rules or the interpretation thereof change in the future, and such changes may be retroactively applied to our former contractual arrangements, we could be subject to severe penalties and our control over the former VIEs may be rendered ineffective, which could result in potential restatement of our financial statements for the years ended December 31, 2022 and 2023 included in this annual report.
If the PRC regulatory authority finds such agreements non-compliant with relevant PRC laws, regulations, and rules, or if these laws, regulations, and rules or the interpretation thereof change in the future, and such changes may be retroactively applied to our former contractual arrangements, we could be subject to severe penalties and our control over the former VIEs may be rendered ineffective, which could result in potential restatement of our financial statements for the year ended December 31, 2023 included in this annual report.
As a result, investors were deprived of the benefits of such PCAOB inspections. 65 Table of Contents In recent years, U.S. regulatory authorities have continued to express their concerns about challenges in their oversight of financial statement audits of U.S.-listed companies with significant operations in China.
As a result, investors were deprived of the benefits of such PCAOB inspections. 61 Table of Contents In recent years, U.S. regulatory authorities have continued to express their concerns about challenges in their oversight of financial statement audits of U.S.-listed companies with significant operations in China.
If and when we are required to go through a cybersecurity review, we may not be able to timely complete the review, or at all, which may bring substantial uncertainties to our future listing and financing plan, and therefore adversely affect our business and results of operations.
If and when we are required to go through a cybersecurity review, we may not be able to complete the review in a timely manner, or at all, which may bring substantial uncertainties to our future listing and financing plan, and therefore adversely affect our business and results of operations.
In addition, under our ninth amended and restated memorandum and articles of association, for the purposes of determining those shareholders who are entitled to attend and vote at any general meeting, our directors may close our register of members and fix in advance a record date for such meeting.
In addition, under our tenth amended and restated memorandum and articles of association, for the purposes of determining those shareholders who are entitled to attend and vote at any general meeting, our directors may close our register of members and fix in advance a record date for such meeting.
For details, see page 67. ● All the agreements under our contractual arrangements were governed by PRC law and provided for the resolution of disputes through arbitration in China. Accordingly, these contracts would be interpreted in accordance with PRC law, and any disputes would be resolved in accordance with PRC legal procedures.
For details, see page 63. · All the agreements under our contractual arrangements were governed by PRC law and provided for the resolution of disputes through arbitration in China. Accordingly, these contracts would be interpreted in accordance with PRC law, and any disputes would be resolved in accordance with PRC legal procedures.
We may have to take corporate or legal action, which could involve significant time and resources to resolve and divert management from our operations. 59 Table of Contents Fluctuations in foreign currency exchange rates could result in declines in reported sales and net earnings.
We may have to take corporate or legal action, which could involve significant time and resources to resolve and divert management from our operations. 55 Table of Contents Fluctuations in foreign currency exchange rates could result in declines in reported sales and net earnings.
This concentration of ownership may discourage, delay or prevent a change in control of our company, which could have the effect of depriving our other shareholders of the opportunity to receive a premium for their shares as part of a sale of our company and may reduce the price of the ADSs.
This concentration of ownership may discourage, delay or prevent a change in control of our company, which could have the effect of depriving our other shareholders of the opportunity to receive a premium for their shares as part of a sale of our company and may reduce the price of the ADSs and our Class A ordinary shares.
This concentrated control will limit your ability to influence corporate matters and could discourage others from pursuing any potential merger, takeover or other change of control transactions that holders of Class A ordinary shares and ADSs may view as beneficial.
This concentrated control will limit your ability to influence corporate matters and could discourage others from pursuing any potential merger, takeover or other change of control transactions that holders of the ADSs and our Class A ordinary shares may view as beneficial.
Hongkong Pony AI, one of our subsidiaries, offered a loan of US$105.0 million to Beijing (ZX) Pony, one of the former VIEs, to support our business expansion in China, out of which US$5.0 million, nil and nil was drawn down by Beijing (ZX) Pony in 2022, 2023 and 2024, respectively.
Hongkong Pony AI, one of our subsidiaries, offered a loan of US$105.0 million to Beijing (ZX) Pony, one of the former VIEs, to support our business expansion in China, out of which nil and nil was drawn down by Beijing (ZX) Pony in 2023 and 2024, respectively.
Department of Commerce pursuant to the Export Control Reform Act of 2018 (the “ECRA”) to identify so-called “emerging and foundational technologies” that might warrant additional export controls under Section 1758 of the ECRA. 54 Table of Contents On February 21, 2025, U.S.
Department of Commerce pursuant to the Export Control Reform Act of 2018 (the “ECRA”) to identify so-called “emerging and foundational technologies” that might warrant additional export controls under Section 1758 of the ECRA. 50 Table of Contents On February 21, 2025, U.S.
Any such tax will reduce the returns on your investment in the ADSs or ordinary shares. 64 Table of Contents We face uncertainty with respect to indirect transfers of equity interests in PRC resident enterprises by their non-PRC resident holding companies.
Any such tax will reduce the returns on your investment in the ADSs or ordinary shares. 60 Table of Contents We face uncertainty with respect to indirect transfers of equity interests in PRC resident enterprises by their non-PRC resident holding companies.
History and Development of the Compay” for further details. We terminated the contractual arrangements among our former WFOEs, the former VIEs and their respective nominee shareholders, and acquired the shares of the former VIEs from their respective nominee shareholders, after which the former VIEs have become wholly-owned subsidiaries of our company since February 2024.
History and Development of the Company” for further details. We terminated the contractual arrangements among our former WFOEs, the former VIEs and their respective nominee shareholders, and acquired the shares of the former VIEs from their respective nominee shareholders, after which the former VIEs have become wholly-owned subsidiaries of our company since February 2024.
However, we have limited experience servicing our users, and our customer services team may not be able to maintain a high standard for themselves going forward for reasons such as budgetary constraints and employee losses, which could adversely affect our reputation and ability to retain and bring in users. We use third-party providers of cloud infrastructure to operate our business.
However, we have limited experience servicing our users, and our customer services team may not be able to maintain a high standard for themselves going forward for reasons such as budgetary constraints and employee losses, which could adversely affect our reputation and ability to retain and bring in users. 24 Table of Contents We use third-party providers of cloud infrastructure to operate our business.
Specifically, the Cybersecurity Law provides that China adopts a multi-level protection scheme, under which network operators are required to perform obligations of security protection to ensure that the network is free from interference, disruption or unauthorized access, and prevent network data from being disclosed, stolen or tampered. In addition, the PRC Data Security Law took effect on September 1, 2021.
Specifically, the Cybersecurity Law provides that China adopts a multi-level protection scheme, under which network operators are required to perform obligations of security protection to ensure that the network is free from interference, disruption or unauthorized access, and prevent network data from being disclosed, stolen or tampered. 35 Table of Contents In addition, the PRC Data Security Law took effect on September 1, 2021.
Fines of up to 2% of annual worldwide revenues can be levied for other specified violations. Additionally, EEA member states may impose additional domestic obligations. 43 Table of Contents Furthermore, in Europe, the Artificial Intelligence Act (“EU AI Act”), which entered into force on August 1, 2024, is designed to ensure the safe and ethical deployment of AI.
Fines of up to 2% of annual worldwide revenues can be levied for other specified violations. Additionally, EEA member states may impose additional domestic obligations. Furthermore, in Europe, the Artificial Intelligence Act (“EU AI Act”), which entered into force on August 1, 2024, is designed to ensure the safe and ethical deployment of AI.
If we are unable to address these challenges effectively, our ability to execute acquisitions as a component of our long-term strategy will be impaired, which could have an adverse effect on our growth. Increasing focus with respect to environmental, social and governance matters may impose additional costs on us or expose us to additional risks.
If we are unable to address these challenges effectively, our ability to execute acquisitions as a component of our long-term strategy will be impaired, which could have an adverse effect on our growth. 46 Table of Contents Increasing focus with respect to environmental, social and governance matters may impose additional costs on us or expose us to additional risks.
Internal Revenue Code of 1986, as amended) that owns directly or indirectly, or is considered to own constrictively, 10% or more of the total combined voting power of all classes of stock entitled to vote of such corporation or 10% or more of the total value of the stock of such corporation.
Internal Revenue Code of 1986, as amended) that owns directly or indirectly, or is considered to own constructively, 10% or more of the total combined voting power of all classes of stock entitled to vote of such corporation or 10% or more of the total value of the stock of such corporation.
Passive income generally includes dividends, interest, investment gains and certain rents and royalties (other than rents and royalties that are derived in the conduct of an active business and meet certain requirements). Cash and cash equivalents are generally passive assets for these purposes.
Passive income generally includes dividends, interest, investment gains and certain rents and royalties (other than rents and royalties that are derived in the active conduct of a business and meet certain requirements). Cash and cash equivalents are generally passive assets for these purposes.
Long-term investments are mainly comprised of investments in convertible redeemable preferred shares, term deposits and certificate of deposits.
Long-term investments are mainly comprised of investments in convertible redeemable preferred shares, term deposits and certificate of deposits and convertible notes.
As a result, many of these companies are now conducting internal and external investigations into the allegations and, in the interim, are subject to shareholder lawsuits and/or enforcement actions by the SEC or other U.S. authorities. 69 Table of Contents It is not clear what effect such negative publicity could have on us.
As a result, many of these companies are now conducting internal and external investigations into the allegations and, in the interim, are subject to shareholder lawsuits and/or enforcement actions by the SEC or other U.S. authorities. It is not clear what effect such negative publicity could have on us.
Specifically, on January 20, 2025, President Trump issued a national security presidential memorandum, entitled “America First Trade Policy”, which, among other things, directs the Secretary of the Treasury and several other executive departments and offices of the U.S. government to review the OIP to determine if it includes “sufficient controls to address national security threats”and to determine whether the executive order implementing the OIP “should be modified or rescinded and replaced.” In addition, on February 21, 2025 President Trump issued a national security presidential memorandum entitled “America First Investment Policy” which, among other things, states that the Trump Administration will consider possible application of the OIP to a wider range of technology sectors, including biotechnology, hypersonics, aerospace, advanced manufacturing, directed energy, and other areas “implicated by the PRC’s national Military-Civil Fusion strategy” and applying restrictions to a wider range of investments, including publicly traded securities.
Specifically, on January 20, 2025, the U.S. government issued a national security presidential memorandum, entitled “America First Trade Policy”, which, among other things, directs the Secretary of the Treasury and several other executive departments and offices of the U.S. government to review the OIP to determine if it includes “sufficient controls to address national security threats” and to determine whether the executive order implementing the OIP “should be modified or rescinded and replaced.” In addition, on February 21, 2025, the U.S. government issued a national security presidential memorandum entitled “America First Investment Policy” which, among other things, states that the U.S. government will consider possible application of the OIP to a wider range of technology sectors, including biotechnology, hypersonics, aerospace, advanced manufacturing, directed energy, and other areas “implicated by the PRC’s national Military-Civil Fusion strategy” and application of restrictions to a wider range of investments, including publicly traded securities.
In 2022, 2023 and 2024, Beijing (HX) Pony, one of the former WFOEs, paid an aggregate amount of US$17.8 million, US$4.5 million and US$6.3 million, respectively, as capital contribution to other subsidiaries of Pony AI Inc. There were also cash and non-cash assets transferred between the former VIEs and other entities within our organization.
In 2023 and 2024, Beijing (HX) Pony, one of the former WFOEs, paid an aggregate amount of US$4.5 million and US$6.3 million, respectively, as capital contribution to other subsidiaries of Pony AI Inc. There were also cash and non-cash assets transferred between the former VIEs and other entities within our organization.
For details, see page 51. ● Tensions in international trade and investment and rising political tensions, particularly between the United States and China, may adversely impact our business, financial condition, and results of operations.
For details, see page 48. · Tensions in international trade and investment and rising political tensions, particularly between the United States and China, may adversely impact our business, financial condition, and results of operations.
For details, see page 69. ● Our dual-class share structure with different voting rights will limit your ability to influence corporate matters and could discourage others from pursuing any change of control transactions that holders of our Class A ordinary shares and ADSs may view as beneficial.
For details, see page 65. · Our dual-class share structure with different voting rights will limit your ability to influence corporate matters and could discourage others from pursuing any change of control transactions that holders of the ADSs and our Class A ordinary shares may view as beneficial.
Any significant adverse change in any of these factors may result in a reduction in automotive sales and production by our automotive OEM customers and could have a material adverse effect on our business, results of operations and financial condition. 50 Table of Contents We may not effectively identify, pursue and consummate strategic alliances, collaborations, investments or acquisitions.
Any significant adverse change in any of these factors may result in a reduction in automotive sales and production by our automotive OEM customers and could have a material adverse effect on our business, results of operations and financial condition. We may not effectively identify, pursue and consummate strategic alliances, collaborations, investments or acquisitions.
Business Overview—Regulation—Regulations on M&A Rules and Overseas Listings.” Furthermore, if the CSRC or other regulatory authorities later promulgate new rules or explanations requiring that we or our shareholders obtain their approvals or accomplish the required filing or other regulatory procedures for our future securities offerings or any subsequent change in shareholding structure, we and our shareholders may be unable to fulfill such requirements in a timely manner or at all.
Business Overview—Regulation—Regulations on M&A Rules and Overseas Listings.” Furthermore, if the CSRC or other regulatory authorities later promulgate new rules or explanations requiring that we or our shareholders obtain their approvals or accomplish the required filing or other regulatory procedures for our future financing activities or any subsequent change in shareholding structure, we and our shareholders may be unable to fulfill such requirements in a timely manner or at all.
In 2022, 2023 and 2024, Hongkong Pony AI Limited paid in an aggregate amount of US$38.0 million, US$10.0 million and US$98.0 million, respectively, as capital contribution to former WFOEs as primary beneficiaries.
In 2023 and 2024, Hongkong Pony AI Limited paid in an aggregate amount of US$10.0 million and US$98.0 million, respectively, as capital contribution to former WFOEs as primary beneficiaries.
For details, see page 56. ● Changes in China’s economic, political and social conditions as well as government policies could have a material adverse effect on our business and prospect.
For details, see page 52. · Changes in China’s economic, political and social conditions as well as government policies could have a material adverse effect on our business and prospect.
If we cannot raise additional funds when we need them, our financial condition, results of operations, business, and prospects could be materially adversely affected. It is possible that the unit economics of our autonomous vehicles do not materialize as expected, which could adversely affect our business, financial condition and results of operations.
If we cannot raise additional funds when we need them, our financial condition, results of operations, business, and prospects could be materially adversely affected. 25 Table of Contents It is possible that the unit economics of our autonomous vehicles do not materialize as expected, which could adversely affect our business, financial condition and results of operations.
If CSRC approval under the M&A Rules is required, it is uncertain whether it would be possible for us to obtain the approval, and any failure to obtain or delay in obtaining CSRC approval for our future overseas securities offerings would subject us to sanctions imposed by the CSRC and other PRC regulatory agencies.
If CSRC approval under the M&A Rules is required, it is uncertain whether it would be possible for us to obtain the approval, and any failure to obtain or delay in obtaining CSRC approval for our future issuance of securities overseas would subject us to sanctions imposed by the CSRC and other PRC regulatory agencies.
Because certain of our shareholders or their related persons are U.S. persons who are expected to own more than 50% of our voting power, we and our subsidiaries are likely to be CFCs.
Because certain of our shareholders or their related persons are U.S. persons who are expected to own more than 50% of our voting power, we and most of our subsidiaries are expected to be CFCs.
You may not realize a return on your investment in the ADSs and you may even lose your entire investment in the ADSs. We may need additional capital, and the sale of additional ADSs or other equity and equity-linked securities could result in additional dilution to our shareholders, and the incurrence of additional indebtedness could increase our debt service obligations.
You may not realize a return on your investment in the ADSs and you may even lose your entire investment in the ADSs. 71 Table of Contents We may need additional capital, and the sale of additional ADSs or other equity and equity-linked securities could result in additional dilution to our shareholders, and the incurrence of additional indebtedness could increase our debt service obligations.

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Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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These circumstances include: (i) where the data to be transferred to an overseas recipient contains important data; (ii) where a personal information processor that has processed personal information of more than one million individuals or an critical information infrastructure operator provides personal information overseas; (iii) where a data processor has provided personal information of 100,000 people or sensitive personal information of 10,000 people in total abroad since January 1 of the previous year; or (iv) other circumstances prescribed by the CAC for which declaration for security assessment for cross-border data transfers is required.
These circumstances include: (i) where the data to be transferred to an overseas recipient contains important data; (ii) where a personal information processor that has processed personal information of more than one million individuals or a critical information infrastructure operator provides personal information overseas; (iii) where a data processor has provided personal information of 100,000 people or sensitive personal information of 10,000 people in total abroad since January 1 of the previous year; or (iv) other circumstances prescribed by the CAC for which declaration for security assessment for cross-border data transfers is required.
In addition, we also provide certain value-added technological services, such as vehicle integration services, and software development and licensing services, primarily to sensor and hardware component suppliers, helping them better adapt their products and solutions to autonomous driving use cases. Furthermore, we also offer V2X (vehicle-to-everything) products and services to enhance road safety, and improve transportation efficiency and experience.
In addition, we also provide certain value-added technological services, such as vehicle integration services, and software development and licensing services, primarily to sensor and hardware component suppliers, helping them better adapt their products and solutions to autonomous driving use cases. Furthermore, we also offer vehicle-to-everything products and services to enhance road safety, and improve transportation efficiency and experience.
Those firms provide standard mapping and surveying services not only to autonomous driving companies like us but also to automakers and other ride-hailing and logistics companies. The following table sets forth certain details of our collaboration with the three independent qualified mapping and surveying service providers in China that we transact with.
Those firms provide standard mapping and surveying services not only to autonomous driving companies like us but also to automakers and other ride-hailing and logistics companies. The following table sets forth certain details of our collaboration with the three independent qualified mapping and surveying service providers in China that we transact with in 2025.
Our board of directors serves as the highest decision-making body for the Company’s ESG matters, responsible for evaluating and determining the ESG- related risks, ensuring that the Company establishes an appropriate and effective ESG risk management and internal monitoring system, identifying and evaluating the ESG strategies and objectives, and regularly supervising and reviewing the ESG performance and progress in accomplishing the ESG targets.
The Board of Directors serves as the highest decision-making body for the Company’s ESG matters, responsible for evaluating and determining the ESG- related risks, ensuring that the Company establishes an appropriate and effective ESG risk management and internal monitoring system, identifying and evaluating the ESG strategies and objectives, and regularly supervising and reviewing the ESG performance and progress in accomplishing the ESG targets.
While we currently serve passengers with our self-owned robotaxi fleets to directly engage with them, we expect the future robotaxi fleets to be largely owned by a growing network of third-party fleet companies funded by third-party fleet owners. Under this long-term operating model, we expect to generate revenues by operating robotaxi fleets for these fleet companies.
While we currently serve passengers entirely with our self-owned robotaxi fleets to directly engage with them, we expect the future robotaxi fleets to be largely owned by a growing network of third-party fleet companies funded by third-party fleet owners. Under this long-term operating model, we expect to generate revenues by operating robotaxi fleets for these fleet companies.
These customers include PRC domestic companies and multinational companies operating at various scales along the autonomous driving value chain, including vehicle manufacturing, logistics, and AV software and hardware design and manufacturing. We have historically generated revenues from a small group of customers during the early stage of commercialization.
These customers include domestic companies and multinational companies operating at various scales along the autonomous driving value chain, including vehicle manufacturing, logistics, and AV software and hardware design and manufacturing. We have historically generated revenues from a small group of customers during the early stage of commercialization.
The model-based method utilizes both deep learning layers such as Convolutional Neural Networks (CNN) and Vision Transformers (ViTs), whereas the optimization-base methods adopt mathematical formula such as learnable Extended Kalman Filter (EKF) and Neural Ordinary Differential Equations (NODE).
The model-based method utilizes both deep learning layers such as Convolutional Neural Networks (CNN) and Vision Transformers (ViTs), whereas the optimization-based methods adopt mathematical formula such as learnable Extended Kalman Filter (EKF) and Neural Ordinary Differential Equations (NODE).
ESG Risks Identification, Assessment and Management Under the supervision of the Board, we are adopting various strategies and measures to identify, assess, manage and mitigate ESG and climate-related risks, including but not limited to: (i) continuously tracking ESG regulatory related issues and updating our internal ESG policy to ensure the policy compliance; (ii) regularly hosting management discussion and meeting to ensure that all material ESG risks are identified and reported; (iii) establishing communication channels and ongoing discussions with key stakeholders to identify material ESG-related issues and risks associated with our business operations; (iv) engaging professional advisers to advise on ESG compliance matters.
Under the supervision of the Board, we are adopting various strategies and measures to identify, assess, manage and mitigate ESG and climate-related risks, including but not limited to: (i) continuously tracking ESG regulatory related issues and updating our internal ESG policy to ensure the policy compliance; (ii) regularly hosting management discussion and meeting to ensure that all material ESG risks are identified and reported; (iii) establishing communication channels and ongoing discussions with key stakeholders to identify material ESG-related issues and risks associated with our business operations; (iv) engaging professional advisers to advise on ESG compliance matters.
These strategic partnerships allow us to continue to hone our expertise in developing cutting-edge autonomous driving software and technology, but at the same time effectively leverage the manufacturing, product development, customer networks, and service expertise of our partners to scale and monetize our technology globally. 95 Table of Contents The following diagram illustrates our key partners and our cooperation with them. ​ ​ The collaborative ecosystem around our technology and partners connects us with the vehicle and component suppliers, and the mass service demand from TNCs and logistics platforms.
These strategic partnerships allow us to continue to hone our expertise in developing cutting-edge autonomous driving software and technology, but at the same time effectively leverage the manufacturing, product development, customer networks, and service expertise of our partners to scale and monetize our technology globally. 98 Table of Contents The following diagram illustrates our key partners and our cooperation with them. ​ The collaborative ecosystem around our technology and partners connects us with the vehicle and component suppliers, and the mass service demand from TNCs and logistics platforms.
Our remote assistance operators intervene only in extreme scenarios, such as temporary road closures or severe congestion, providing driving guidance to vehicles including rerouting or pulling over based on real-time data. Using multi-screen workstations, each remote assistance operator can oversee a fleet of autonomous vehicles simultaneously, which significantly reduces labor and operational costs for our fleet management.
Our remote assistance operators intervene only in extreme scenarios, such as temporary road closures or severe congestion, providing driving guidance to vehicles including rerouting or pulling over based on real-time data. Using multi-screen workstations, each remote assistance operator can oversee a fleet of Level 4 autonomous vehicles simultaneously, which significantly reduces labor and operational costs for our fleet management.
Our control module is designed to dynamically adapt with high precision to varying truck trailer cargo weights as well as crosswind speeds which can both drastically alter the movement of and create unique challenges for robotrucks. 93 Table of Contents Commercialization Roadmap The blueprint of our robotruck services is built upon our strategic relationships with truck OEMs on the one hand and logistics platforms on the other.
Our control module is designed to dynamically adapt with high precision to varying truck trailer cargo weights as well as crosswind speeds which can both drastically alter the movement of and create unique challenges for robotrucks. 96 Table of Contents Commercialization Roadmap The blueprint of our robotruck services is built upon our strategic relationships with truck OEMs on the one hand and logistics platforms on the other.
Risk Factors—Risks Related to Our Business and Industry—Any unauthorized access, collection, control, manipulation, interruption, compromise or improper disclosure of personal information, cyber-attacks or other security incidents or data breaches that affect our networks or systems, or those of our service providers or our customers and/or passengers, whether inadvertent or purposeful, could degrade our ability to conduct our business, compromise the integrity of our products and services or our platform and data, result in significant data losses or the theft of our intellectual property, damage our reputation, expose us to liability to third parties and require us to incur significant additional costs to maintain the security of our networks and data, in any case of the foregoing, which could adversely affect our business, financial condition and results of operations.” 98 Table of Contents Environmental, Social and Governance Overview We are committed to promoting corporate social responsibility and sustainable development and integrating it into all major aspects of our business operations.
Risk Factors—Risks Related to Our Business and Industry—Any unauthorized access, collection, control, manipulation, interruption, compromise or improper disclosure of personal information, cyber-attacks or other security incidents or data breaches that affect our networks or systems, or those of our service providers or our customers and/or passengers, whether inadvertent or purposeful, could degrade our ability to conduct our business, compromise the integrity of our products and services or our platform and data, result in significant data losses or the theft of our intellectual property, damage our reputation, expose us to liability to third parties and require us to incur significant additional costs to maintain the security of our networks and data, in any case of the foregoing, which could adversely affect our business, financial condition and results of operations.” Environmental, Social and Governance We are committed to promoting corporate social responsibility and sustainable development and integrating it into all major aspects of our business operations.
This has helped to ensure safety and performance of our Virtual Driver . ● “Tool Chains & Metrics System” — Advancing Autonomous Driving Through Rapid Iteration and Trackable Metrics We have developed a comprehensive, scalable, and user-friendly tool chains and metrics system to support every major stage of our technology development, ensuring both safety and reliability while accelerating the iterative cycles.
This has helped to ensure safety and performance of our Virtual Driver . · “ Tool Chains & Metrics System” — Advancing Autonomous Driving Through Rapid Iteration and Trackable Metrics We have developed a comprehensive, scalable, and user-friendly tool chains and metrics system to support every major stage of our technology development, ensuring both safety and reliability while accelerating the iterative cycles.
It operates safely and efficiently with minimal human intervention, primarily due to rigorous training on various scenarios and corner cases generated by PonyWorld. This reduced reliance on remote control over vehicles also reduces exposure to potential cyber intrusions, which greatly improves the overall safety of our autonomous driving system.
It operates safely and efficiently with minimal human intervention, primarily due to rigorous training on various scenarios and corner cases generated by PonyWorld. This reduced reliance on remote control over vehicles also reduces exposure to potential cyber intrusions, which greatly improves the overall safety of our Level 4 autonomous driving system.
Then the company could apply for public-facing permits that allow testing vehicles to carry passengers without charges in all open roads. When reach the most advanced stage, an autonomous driving company could obtain a fare-charging permit which allows it to operate autonomous vehicles for commercial services (such as ride-hailing service).
Then the company could apply for public-facing permits that allow testing vehicles to carry passengers without charges in all open roads . When reaching the most advanced stage, an autonomous driving company could obtain a fare-charging permit which allows it to operate autonomous vehicles for commercial services (such as ride-hailing service).
Both parties may terminate the agreement by mutual consent or in the event of force majeure. 94 Table of Contents As Chinese local governments bolster efforts to promote and regulate the safety and commercial viability of robotruck services, we have made substantial progress in obtaining relevant regulatory permits for road testing and commercial operations.
Both parties may terminate the agreement by mutual consent or in the event of force majeure. 97 Table of Contents As Chinese local governments bolster efforts to promote and regulate the safety and commercial viability of robotruck services, we have made substantial progress in obtaining relevant regulatory permits for road testing and commercial operations.
This endeavor is bolstered by our utilization of our OEM partners’ industrialized designs and supply chain management process, yielding improvements in reliability, efficiency, and scalability. Years of testing and design improvement with our OEM partners over the course of our six generations of autonomous vehicle models underpin our confidence in our purpose-built Level 4 automation.
This endeavor is bolstered by our utilization of our OEM partners’ industrialized designs, quality control and supply chain management process, yielding improvements in reliability, efficiency, and scalability. Years of testing and design improvement with our OEM partners over the course of our six generations of Level 4 autonomous vehicle models underpin our confidence in our purpose-built Level 4 automation.
Regulations on Autonomous Driving On July 27, 2021, the Ministry of Industry and Information Technology (the “ MIIT ”), the Ministry of Public Security (the “ MPS ”) and the Ministry of Transport (the “ MOT ”) promulgated the Administrative Norms for Road Testing and Demonstrative Application of Intelligent Connected Vehicles (for Trial Implementation) (the “ Road Testing Administrative Norms ”), which came into effect on September 1, 2021 and replaced the Norms on Administration of Road Testing of Autonomous Driving Vehicles (Trial Implementation) issued in April 2018.
Regulations on Autonomous Driving On July 27, 2021, the Ministry of Industry and Information Technology (the “ MIIT ”), the Ministry of Public Security (the “ MPS ”) and the Ministry of Transport (the “ MOT ”) promulgated the Administrative Norms for Road Testing and Demonstrative Application of Intelligent Connected Vehicles (for Trial Implementation) (the “ Road Testing Administrative Norms ”), which came into effect on July 27, 2021 and replaced the Norms on Administration of Road Testing of Autonomous Driving Vehicles (Trial Implementation) issued in April 2018.
For instance, under the Cybersecurity Law, network operators of critical information infrastructure generally shall, during their operations in the PRC, store the personal information and important data collected and produced within the territory of the PRC, fulfill additional obligations of security protection, and is subject to cybersecurity review when purchasing of network products and services that may threaten the national security.
For instance, under the Cybersecurity Law, network operators of critical information infrastructure generally shall, during their operations in the PRC, store the personal information and important data collected and produced within the territory of the PRC, fulfill additional obligations of security protection, and are subject to cybersecurity review when purchasing of network products and services that may threaten the national security.
As a result, the system can learn the behavior of human drivers, while ensures that the output maneuver of autonomous vehicle obeys physical laws for realistic results. For instance, the learnable EKF is specifically designed for end-to-end tracking, while the end-to-end planning models incorporate model-based cost functions alongside optimization-based solvers.
As a result, the system can learn the behavior of human drivers, while ensures that the output maneuver of Level 4 autonomous vehicle obeys physical laws for realistic results. For instance, the learnable EKF is specifically designed for end-to-end tracking, while the end-to-end planning models incorporate model-based cost functions alongside optimization-based solvers.
We offer a complete suite of POV intelligent driving solutions to leading vehicle companies, spanning software licensing, hardware and data analytics tools: ● Intelligent driving software solutions.
We offer a complete suite of intelligent driving solutions to leading vehicle companies, spanning software licensing, hardware and data analytics tools.
These partnerships, spanning local governments, industry leaders, and technology innovators, are strategically aligned to advance the commercialization of our technology within these markets. For example, we formalized a memorandum of understanding with the Luxembourg government in March 2024 to propel the evolution of autonomous mobility within Luxembourg, as our regional hub.
These partnerships, spanning local governments, industry leaders, and technology innovators, are strategically aligned to advance the commercialization of our technology within these markets. For example, we formalized a memorandum of understanding with the Luxembourg government in March 2024 to propel the evolution of Level 4 autonomous mobility within Luxembourg, as our regional hub.
As a result of these prior contractual arrangements, we exerted effective control over, and were considered the primary beneficiary of, the former VIEs and consolidated their operating results in its financial statements under the U.S. GAAP, for accounting purposes, for the years ended December 31, 2022 and 2023.
As a result of these prior contractual arrangements, we exerted effective control over, and were considered the primary beneficiary of, the former VIEs and consolidated their operating results in its financial statements under the U.S. GAAP, for accounting purposes, for the years ended December 31, 2023 and 2024.
In addition to perception sensors, we also use two other types of sensors in our system, a high-accuracy global navigation satellite system (GNSS) and inertial measurement units (IMU). These sensors work together with our high-definition maps and localization module to ensure accurate positioning of our autonomous vehicles.
In addition to perception sensors, we also use two other types of sensors in our system, a high-accuracy global navigation satellite system (GNSS) and inertial measurement units (IMU). These sensors work together with our high-definition maps and localization module to ensure accurate positioning of our Level 4 autonomous vehicles.
Corporate social responsibility is viewed as part of our core growth philosophy that will be pivotal to our ability to create sustainable value for our shareholders by embracing diversity and public interests. Our board of directors will assume the critical role of evaluating and managing corporate social responsibility strategies and policies.
Corporate social responsibility is viewed as part of our core growth philosophy that will be pivotal to our ability to create sustainable value for our shareholders by embracing diversity and public interests. Our board of directors will assume the critical role of evaluating and managing corporate social responsibility strategies and policies, including Ms.
This approach ensures that our prediction module can efficiently respond to unexpected behaviors. ● “Planning and Control” — Ensuring Safety Through Game Theory and Learning-Based Planning Our planning and control module is designed to plan and execute safe, comfortable and efficient road maneuvers based on input from our perception and prediction modules.
This approach ensures that our prediction module can efficiently respond to unexpected behaviors. · “ Planning and Control” — Ensuring Safety Through Game Theory and Learning-Based Planning Our planning and control module is designed to plan and execute safe, comfortable and efficient road maneuvers based on input from our perception and prediction modules.
In addition, the autonomous driving industry is also subject to trade, customs product classification and sourcing regulations as well as various federal, state and local laws and regulations governing the occupational health and safety of our employees and wage regulations. Specifically, it’s subject the laws and regulations of export controls, including the U.S.
In addition, the autonomous driving industry is also subject to trade, customs product classification and sourcing regulations as well as various federal, state and local laws and regulations governing the occupational health and safety of our employees and wage regulations. Specifically, it is subject to the laws and regulations of export controls, including the U.S.
Built upon our extensive industry expertise and robust partnerships, we distinguish ourselves as the sole autonomous driving technology company that designs our autonomous vehicles, integrating with auto-grade, factory-installed sensors and hardware, according to Frost & Sullivan.
Built upon our extensive industry expertise and robust partnerships, we distinguish ourselves as the sole autonomous driving technology company that designs our Level 4 autonomous vehicles, integrating with auto-grade, factory-installed sensors and hardware, according to Frost & Sullivan.
In inclement weather conditions such as sandstorms and heavy rains and snow, our perception module demonstrates superior perception capabilities compared to human drivers. To ensure performance, we leverage a hybrid solution that combines our state-of-the-art deep learning technology and the heuristics approach to process, refine and use the relevant data collected by our sensors.
In inclement weather conditions such as sandstorms and heavy rains and snow, our perception module demonstrates superior perception capabilities compared to human drivers. 83 Table of Contents To ensure performance, we leverage a hybrid solution that combines our state-of-the-art deep learning technology and the heuristics approach to process, refine and use the relevant data collected by our sensors.
Unlike conventional autonomous driving systems that depend on human-driving data, our simulation system creates a high-fidelity simulation environment that automatically generates driving scenarios and corner cases for the autonomous driving system to comprehend, adapt and make driving decisions.
Unlike conventional Level 4 autonomous driving systems that depend on human-driving data, our simulation system creates a high-fidelity simulation environment that automatically generates driving scenarios and corner cases for the Level 4 autonomous driving system to comprehend, adapt and make driving decisions.
This system enables us to select the best sensors available in the market while offering valuable suggestions to our suppliers on how to improve their product design and quality for autonomous driving applications.
This system enables us to select the best sensors available in the market while offering valuable suggestions to our suppliers on how to improve their product design and quality for Level 4 autonomous driving applications.
With each new generation of our autonomous vehicle model, we strive to deliver improved and more sophisticated hardware designs that better integrate with the vehicle platform, while also enhancing cost efficiency and adaptability.
With each new generation of our Level 4 autonomous vehicle model, we strive to deliver improved and more sophisticated hardware designs that better integrate with the vehicle platform, while also enhancing cost efficiency and adaptability.
Our data security team reports to our board of directors. As of the date of this annual report, we have not received any claim from any third party against us alleging any violation of such party’s data privacy rights, and we have not experienced any material data loss or breach incidents. See “Item 3. Key Information—3.D.
Our data security team reports to our board of directors. 101 Table of Contents As of the date of this annual report, we have not received any claim from any third party against us alleging any violation of such party’s data privacy rights, and we have not experienced any material data loss or breach incidents. See “Item 3. Key Information—3.D.
Prior Contractual Arrangements with the Former VIEs and Their Shareholders Historically, we established a series of contractual arrangements with the former VIEs and their shareholders although our business was not subject to any foreign ownership restrictions under the applicable PRC laws and regulations. Pony AI Inc. is an exempted company registered in the Cayman Islands.
Prior Contractual Arrangements with the Former VIEs and Their Shareholders Historically, we established a series of contractual arrangements with the former VIEs and their shareholders although our business was not subject to any foreign ownership restrictions under the applicable PRC laws and regulations. 121 Table of Contents Pony AI Inc. is an exempted company registered in the Cayman Islands.
The following diagram demonstrates how our prediction module works to anticipate the trajectories of other road agents: ​ 83 Table of Contents ​ By using a mix of deep learning and heuristics to enable rapid learning and adaptation, our prediction module delivers a series of predicted trajectories for each observed road agent, with each trajectory having an assigned probability of occurrence.
The following diagram demonstrates how our prediction module works to anticipate the trajectories of other road agents: ​ By using a mix of deep learning and heuristics to enable rapid learning and adaptation, our prediction module delivers a series of predicted trajectories for each observed road agent, with each trajectory having an assigned probability of occurrence.
We employ a multi-sensor approach that incorporates LiDARs, high-resolution cameras as well as radars to accurately and precisely perceive and understand the environment surrounding our autonomous vehicles.
We employ a multi-sensor approach that incorporates LiDARs, high-resolution cameras as well as radars to accurately and precisely perceive and understand the environment surrounding our Level 4 autonomous vehicles.
This collaboration supports the continued optimization of our highly integrated AV software and hardware, ensuring that we provide our customers with the safest, most reliable and efficient autonomous driving solutions.
This collaboration supports the continued optimization of our highly integrated AV software and hardware, ensuring that we provide our customers with the safest, most reliable and efficient Level 4 autonomous driving solutions.
There was one customer who was one of our top three customers in each period of 2022, 2023 and 2024. There is no preexisting relationship between any member of our management team with these customers.
There was one customer who was one of our top three customers in each period of 2023, 2024 and 2025. There is no preexisting relationship between any member of our management team with these customers.
Our Virtual Driver can be deployed across multiple vehicle platforms and applications to bring a compelling, customized autonomous driving experience to a wide user base in all road conditions. 79 Table of Contents ● Proprietary AV Software Stack We pioneered in introducing the world model methodology, PonyWorld, to train our Virtual Driver , enabling our autonomous driving system to “learn by practicing” in AI-generated scenarios.
Our Virtual Driver can be deployed across multiple vehicle platforms and applications to bring a compelling, customized autonomous driving experience to a wide user base in all road conditions. · Proprietary AV Software Stack We pioneered in introducing the world model methodology, PonyWorld, to train our Virtual Driver, enabling our autonomous driving system to “learn by practicing” in AI-generated scenarios.
LiDAR uses laser beams to accurately detect objects around our autonomous vehicle, which allows high resolution range sensing in all lighting conditions.
LiDAR uses laser beams to accurately detect objects around our Level 4 autonomous vehicle, which allows high resolution range sensing in all lighting conditions.
As the commercial deployment of our autonomous driving technology progresses, we are also devoted to adapting and optimizing our technology to different commercial use cases. As of December 31, 2024, we had 661 engineers, researchers and scientists whose expertise spans a broad range of disciplines such as vehicle engineering, industry design, AI and machine learning and data analytics.
As the commercial deployment of our autonomous driving technology progresses, we are also devoted to adapting and optimizing our technology to different commercial use cases. As of December 31, 2025, we had 811 engineers, researchers and scientists whose expertise spans a broad range of disciplines such as vehicle engineering, industry design, AI and machine learning and data analytics.
In addition, Internet application operators shall not refuse users from using the basic functions of the Internet application on the ground that users do not agree to the collection of unnecessary personal information. 111 Table of Contents On February 12, 2025, the CAC promulgated the Administrative Measures for the Compliance Audit of Personal Information Protection (the “ Measures for Compliance Audit ”), which will become effective as of May 1, 2025.
In addition, Internet application operators shall not refuse users from using the basic functions of the Internet application on the ground that users do not agree to the collection of unnecessary personal information. 111 Table of Contents On February 12, 2025, the CAC promulgated the Administrative Measures for the Compliance Audit of Personal Information Protection (the “ Measures for Compliance Audit ”), which became effective on May 1, 2025.
By seamlessly integrating them on diverse vehicle platforms, we design our autonomous vehicle, as a carrier of all, to offer the safest and smoothest passenger experience. We utilize an automated standard integration process to enhance vehicle consistency.
By integrating them on diverse vehicle platforms, we design our Level 4 autonomous vehicle, as a carrier of all, to offer the safest and smoothest passenger experience. We utilize an automated standard integration process to enhance vehicle consistency.
We terminated the contractual arrangements among our former WFOEs, the former VIEs and their respective nominee shareholders, and acquired the shares of the former VIEs from their respective nominee shareholders, after which the former VIEs have become wholly-owned subsidiaries of our company since February 2024. 121 Table of Contents 4.D.
We terminated the contractual arrangements among our former WFOEs, the former VIEs and their respective nominee shareholders, and acquired the shares of the former VIEs from their respective nominee shareholders, after which the former VIEs have become wholly-owned subsidiaries of our company since February 2024. 4.D.
In our latest full- stack Virtual Driver , we install in-house designed cameras tailored specifically for our autonomous vehicle fleet needs. For example, the customized automotive-grade cameras improved image quality significantly, enhancing sensor data input to ensure safety, reliability and optimal performance of our autonomous driving solutions. ● Radars .
In our latest Virtual Driver, we install in-house designed cameras tailored specifically for our Level 4 autonomous vehicle fleet needs. For example, the customized automotive-grade cameras improved image quality significantly, enhancing sensor data input to ensure safety, reliability and optimal performance of our Level 4 autonomous driving solutions. · Radars .
Beijing (YX) Pony is currently a wholly-owned subsidiary of Hongkong Pony AI. In April 2021, Shenzhen (YX) Pony AI Technology Co., Ltd. (“Shenzhen (YX) Pony”) was incorporated in 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.
Beijing (YX) Pony is currently a wholly-owned subsidiary of Hongkong Pony AI. In April 2021, Shenzhen (YX) Pony AI Technology Co., Ltd. (“Shenzhen (YX) Pony”) was incorporated in the PRC. Shenzhen (YX) Pony is currently a wholly-owned subsidiary of Hongkong Pony AI. 76 Table of Contents In March 2022, Shanghai (ZX) Pony AI Technology Development Co., Ltd.
This connection has enabled us to scale our autonomous vehicle fleets integrated with our Virtual Driver, while simultaneously applying such autonomous vehicles across diversified commercial use cases in a cost-effective way. Robotaxi services : we have strategically built in-depth collaborations with leading OEMs such as Toyota, BAIC, GAC and SAIC to co-develop and mass-produce autonomous vehicles.
This connection has enabled us to scale our autonomous vehicle fleets integrated with our Virtual Driver, while simultaneously applying such autonomous vehicles across diversified commercial use cases in a cost-effective way. Robotaxi services : we have strategically built in-depth collaborations with trusted OEMs such as Toyota, BAIC, GAC and SAIC Motor to co-develop and mass-produce Level 4 autonomous vehicles.
Our multi-center approach, combined with our leadership in the industry, also allows us to attract and retain top talents across the world, which contributes to our long-term business growth. Intellectual Property We rely on proprietary technology and we are dependent on our ability to protect such technology.
Our multi-center approach, combined with our leadership in the industry, also allows us to attract and retain top talents across the world, which contributes to our long-term business growth. 100 Table of Contents Intellectual Property We rely on proprietary technology and we are dependent on our ability to protect such technology.
As of December 31, 2024, Cyantron has commenced operations with a fleet of over 160 robotrucks, consisting of Level 2++ intelligent trucks and Level 4 autonomous trucks. In the short term, Cyantron offers hybrid logistics capacity, including its robotruck services, to Sinotrans for logistics fees.
As of December 31, 2025, Cyantron has commenced operations with a fleet of over 140 robotrucks, consisting of Level 2++ intelligent trucks and Level 4 autonomous trucks. In the short term, Cyantron offers hybrid logistics capacity, including its robotruck services, to Sinotrans for logistics fees.
By equipping our autonomous vehicle with 11 high-resolution cameras at every angle, the vehicle is capable of maintaining a 360-degree view of its surrounding environment without major blind spots, thereby providing a broader picture of the traffic conditions around it.
By equipping our Level 4 autonomous vehicle with 14 high-resolution cameras at every angle, the vehicle is capable of maintaining a 360-degree view of its surrounding environment without major blind spots, thereby providing a broader picture of the traffic conditions around it.
If critical faults occur that cannot be addressed by the degraded safe mode, the minimal risk condition mode will be triggered, allowing the vehicle to at least stop in its lane without collision. Remote Assistance We have a cost-effective and scalable remote assistance system (“RA system”) to ensure that our autonomous vehicles can handle unexpected situations with ease.
If critical faults occur that cannot be addressed by the degraded safe mode, the minimal risk condition mode will be triggered, allowing the vehicle to at least stop in its lane without collision. 89 Table of Contents Remote Assistance We have a cost-effective and scalable remote assistance system (“RA system”) to ensure that our Level 4 autonomous vehicles can handle unexpected situations with ease.
The SAFE further promulgated the Circular of the State Administration of Foreign Exchange on Reforming and Regulating Policies on the Control over Foreign Exchange Settlement under the Capital Account (the “Circular 16”) on June 9, 2016, which, among other things, amended certain provisions of the Circular 19.
The SAFE further promulgated the Circular of the State Administration of Foreign Exchange on Reforming and Regulating Policies on the Control over Foreign Exchange Settlement under the Capital Account (the “ Circular 16 ”) on June 9, 2016, which, among other things, amended certain provisions of the Circular 19.
Robotruck services : we have formed strategic partnerships with China’s leading truck manufacturer SANY to co-develop intelligent trucks powered by our technology, and with Sinotrans, China’s largest freight logistics company according to CIFA, to co-deploy Level 2++ intelligent trucks and Level 4 autonomous trucks throughout Sinotrans’ certain existing logistics network.
Robotruck services : we have formed strategic partnerships with China’s leading truck manufacturer SANY to co-develop robotrucks powered by our technology, and with Sinotrans, China’s largest freight logistics company according to CIFA, to operate both Level 2+ trucks and Level 4 autonomous trucks throughout Sinotrans’ certain existing logistics network.
We believe, the PonyWorld-trained autonomous driving system is poised to surpass human drivers to make safer and more efficient driving decisions that significantly enhance passenger experience. 81 Table of Contents ● “E2E” — Closed-loop Evolution Driven by Advanced Technology Our models are designed for interpretability and are powered by technology with outstanding generalization capabilities.
We believe, the PonyWorld-trained Level 4 autonomous driving system is poised to surpass human drivers to make safer and more efficient driving decisions that significantly enhance passenger experience. · “E2E” — Closed-loop Evolution Driven by Advanced Technology Our models are designed for interpretability and are powered by technology with outstanding generalization capabilities.
On September 24, 2024, the Regulation on Network Data Security Management (the “ Network Data Regulation ”) was promulgated by the State Council, and became effective as of January 1, 2025. The Network Data Regulation restates and further specifies the legal requirements for personal information, important data, cross-border data transfer, network platform services, and data security.
On September 24, 2024, the Regulation on Network Data Security Management (the “Network Data Regulation”) was promulgated by the State Council, and became effective on January 1, 2025. The Network Data Regulation restates and further specifies the legal requirements for personal information, important data, cross-border data transfer, network platform services, and data security.
For example, with strategic investments in OnTime Mobility in April 2022, OnTime Mobility has rolled out a fleet of 50 vehicles integrated with our Virtual Driver on its mobile app to offer paid public-facing robotaxi services in Guangzhou and Shenzhen, China.
For example, with strategic investments in OnTime Mobility in April 2022, OnTime Mobility owned and operated a fleet of 50 vehicles integrated with our Virtual Driver on its mobile app to offer paid public-facing robotaxi services in Guangzhou and Shenzhen, China.
Regulations on Road Transport Pursuant to the Regulations on Road Transport, which was promulgated by the State Council on April 30, 2004, last amended on July 20, 2023, and became effective on July 20, 2023, operators engaging in the road passenger transport business operations, the road freight transport business operations and road transport related business shall abide by this regulation.
Regulations on Road Transport Pursuant to the Regulations on Road Transport, which was promulgated by the State Council on April 30, 2004, last amended on January 30, 2026, and became effective on March 20, 2026, operators engaging in the road passenger transport business operations, the road freight transport business operations and road transport related business shall abide by this regulation.
On March 30, 2015, the SAFE promulgated the Circular on Reforming the Administration of Foreign Exchange Settlement of Capital of Foreign-Invested Enterprises (the “Circular 19”), which became effective on June 1, 2015 and amended in 2019 and 2023.
On March 30, 2015, the SAFE promulgated the Circular on Reforming the Administration of Foreign Exchange Settlement of Capital of Foreign-Invested Enterprises (the “ Circular 19 ”), which became effective on June 1, 2015 and amended in 2019 and 2023.
As a result, our decision-making system has sufficient generalization ability to handle both common cases and extreme scenarios. ● “Data & Infrastructure” — Foundation to Rapid Iteration, Scalable Deployment and Efficient Testing Successful autonomous driving technology deployment and scale rely on a complete set of supporting software infrastructure.
As a result, our decision-making system has sufficient generalization ability to handle both common cases and extreme scenarios. 85 Table of Contents · “ Data & Infrastructure” — Foundation to Rapid Iteration, Scalable Deployment and Efficient Testing Successful autonomous driving technology deployment and scale rely on a complete set of supporting software infrastructure.
As of December 31, 2024, we had leased properties in Beijing, Shanghai, Shenzhen and some other cities in China, with a total of 35,703.36 square meters, primarily for office, research and development and fleet operation uses. In addition, we operate internationally with leased offices and facilities in the United States, including Fremont, California, with an aggregate of 36,403 square feet.
As of December 31, 2025, we had leased properties in Beijing, Shanghai, Shenzhen and some other cities in China, with a total of 58,575.61 square meters, primarily for office, research and development and fleet operation uses. In addition, we operate internationally with leased offices and facilities in the United States, including Fremont, California, with an aggregate of 36,403 square feet.
We deploy 7 LiDARs on both the top and sides of our current autonomous vehicle model, which can generate precise and real-time three-dimensional images of the surrounding, from cars to traffic lights to pedestrians, in a wide range of environments and under diverse lighting conditions day and night. ● Cameras .
We deploy nine LiDARs on both the top and sides of our current Level 4 autonomous vehicle model, which can generate precise and real-time three-dimensional images of the surrounding, from cars to traffic lights to pedestrians, in a wide range of environments and under diverse lighting conditions day and night. 87 Table of Contents · Cameras .
Such deep collaborations with top-tier hardware component companies enable us to customize designs to deliver high performance and cost effectiveness, as well as to secure supply during uptime. As we progressively broaden our global presence, we engage in collaborative ventures with a diverse array of business partners in selected global markets.
Such deep collaborations with established hardware component companies enable us to customize designs to deliver high performance and cost effectiveness, as well as to secure supply during uptime. 99 Table of Contents As we progressively broaden our overseas presence, we engage in collaborative ventures with a diverse array of business partners in selected global markets.
Our top three customers accounted for an aggregate of 58.7%, 65.8% and 43.9% of our revenues in 2022, 2023 and 2024, respectively. These were primarily customers of our (i) engineering solution services, (ii) transportation services provided by our robotruck fleet, and (iii) licensing and applications business.
Our top three customers accounted for an aggregate of 65.8%, 43.9% and 59.4 % of our revenues in 2023, 2024 and 2025, respectively. These were primarily customers of our (i) engineering solution services, (ii) transportation services provided by our robotruck fleet, and (iii) licensing and applications business.
The platooning permit marks another major milestone for our robotruck services and could enable us to further reduce the costs of autonomous trucking. ● Licensing and Applications Leveraging our extensive vehicle engineering and integration experience, we launched our POV intelligent driving solutions in late 2022 to empower such vehicles to achieve higher levels of driving automation.
The platooning permit marks another major milestone for our robotruck services and could enable us to further reduce the costs of autonomous trucking. · Licensing and Applications Leveraging our extensive vehicle engineering and integration experience, we provide intelligent driving solutions for peripheral of vehicles to empower such vehicles to achieve higher levels of driving automation.
Property, Plant and Equipment Our principal executive office is located in Guangzhou, China, with an aggregate of 13,251.15 square meters, primarily for corporate administration as well as research and development. We currently do not own any properties.
Property, Plant and Equipment Our principal executive office is located in Guangzhou, China, with an aggregate of 25,406.85 square meters, primarily for corporate administration as well as research and development. We currently do not own any properties.
To a lesser extent, our customers also include passengers who access our robotaxi services via our PonyPilot mobile app. In 2022, 2023 and 2024, we had 20, 52 and 112 corporate customers, respectively, in addition to individual customers who were passengers of our robotaxi services.
To a lesser extent, our customers also include passengers who access our robotaxi services via our PonyPilot mobile app. In 2023, 2024 and 2025, we had 52, 111 and 213 corporate customers, respectively, in addition to individual customers who were passengers of our robotaxi services.
The road transport business operation license as well as the vehicle operation certificate are also required for operating the road passenger transport business. 107 Table of Contents Pursuant to the Administrative Provisions on Road Freight Transport and Stations promulgated by the MOT on June 16, 2005, last amended on November 10, 2023 and became effective on the same date, an operator of road freight transport shall engage in business operations of road freight transport within the business scope as specified in the operation license for road transport and shall hire drivers with practice qualification certificates as required by the relevant provisions.
Pursuant to the Administrative Provisions on Road Freight Transport and Stations promulgated by the MOT on June 16, 2005, last amended on November 10, 2023 and became effective on the same date, an operator of road freight transport shall engage in business operations of road freight transport within the business scope as specified in the operation license for road transport and shall hire drivers with practice qualification certificates as required by the relevant provisions.
On March 22, 2024, the Provisions on Promoting and Regulating Cross-border Data Flows (the “ New Provisions on Cross-border Data Flows ”), which’s promulgated by the CAC, became effective.
On March 22, 2024, the Provisions on Promoting and Regulating Cross-border Data Flows (the “New Provisions on Cross-border Data Flows”), which’s promulgated by the CAC, became effective.
The world model methodology enhances reinforcement learning by leveraging human insights, structured interaction prompts, and detailed evaluation frameworks consist of comprehensive metrics to create models that are not only skilled at performing tasks but are also aligned with human norms, highly interpretable, and rigorously assessed. This holistic approach ensures the development of systems are both effective and trustworthy.
The world model methodology enhances reinforcement learning by leveraging human insights, structured interaction prompts, and detailed evaluation frameworks consist of comprehensive metrics to create models that are not only skilled at performing tasks but are also aligned with human norms, highly interpretable, and rigorously assessed.
Today, passengers can easily hail our robotaxis on both our PonyPilot mobile app, Alipay, Amap and OnTime Mobility mobile apps. Commercialization Roadmaps We launched our autonomous vehicle fleet on open roads with a safety driver in Guangzhou in February 2018, and have since then rapidly scaled our public-facing robotaxi operations in China.
Today, passengers can easily hail our robotaxis on our proprietary PonyPilot mobile app, WeChat mini program, Amap, WeChat mobility services platform, and Alipay mini program. Commercialization Roadmaps We launched our autonomous vehicle fleet on open roads with a safety driver in Guangzhou in February 2018, and have since then rapidly scaled our public-facing robotaxi operations in China.
This transition from industrial-grade to automotive-grade computing platform allows us to deploy and scale safer, more efficient and cost-effective autonomous vehicle fleets. Vehicle Integration Vigorous vehicle engineering brings together every piece of our Virtual Driver , from our robust AV software to the best available hardware sourced from our business partners.
This transition from industrial-grade to automotive-grade computing platform allows us to deploy and scale safer, more efficient and cost-effective Level 4 autonomous vehicle fleets. 88 Table of Contents Vehicle Integration Vigorous vehicle engineering brings together every piece of our Virtual Driver, from our robust AV software to the high-quality hardware sourced from our business partners.
Pursuant to the Anti-Unfair Competition Law promulgated by the SCNPC on September 2, 1993, which was amended on April 23, 2019 and became effective on the same date, operators are prohibited from engaging in unfair competition activities such as market confusion, commercial bribery, misleading false publicity, infringement on trade secrets, price dumping, and illegitimate premium sales.
Pursuant to the Anti-Unfair Competition Law promulgated by the SCNPC on September 2, 1993, which was amended on June 27, 2025 and became effective on October 15, 2025, operators are prohibited from engaging in unfair competition activities such as market confusion, commercial bribery, misleading false publicity, infringement on trade secrets, price dumping, and illegitimate premium sales.
We do not substantially rely on any of these service providers, and we consider alternative service providers to be readily available in the PRC market, should we decide to replace any of these service providers. ​ Name of Service Provider Background Information Principal Services Procured by Pony Fee Terms Amap ​ A leading domestic digital map, navigation, and location service provide ​ Real-time maps and transit information on the PonyPilot mobile app and web page ​ One-time fixed service fees for the entire contract ter NavInfo ​ A top-tier domestic supplier of integrated solutions for smart mobility applications ​ Provision of high-definition digital maps ​ One-time fixed service fees for the entire contract term Xianli ​ A leading domestic supplier of data annotation services for autonomous driving and other commercial applications ​ The collection and handling of mapping and surveying related data ​ Service fees determined based on factors including the data quantities and complexity of deliverables and outputs ​ 106 Table of Contents On August 20, 2021, the MIIT promulgated the Taxonomy of Driving Automation for Vehicles, which became effective on March 1, 2022.
Name of Service Provider Background Information Principal Services Procured by Pony Fee Terms Amap ​ A leading domestic digital map, navigation, and location service provide ​ Real-time maps and transit information on the PonyPilot mobile app and web page ​ One-time fixed service fees for the entire contract term NavInfo ​ A top-tier domestic supplier of integrated solutions for smart mobility applications ​ Provision of high-definition digital maps ​ One-time fixed service fees for the entire contract term Xianli ​ A leading domestic supplier of data annotation services for autonomous driving and other commercial applications ​ The collection and handling of mapping and surveying related data ​ Service fees determined based on factors including the data quantities and complexity of deliverables and outputs ​ 106 Table of Contents On August 20, 2021, the MIIT promulgated the Taxonomy of Driving Automation for Vehicles, which became effective on March 1, 2022.
We have obtained autonomous driving public road testing permits in Beijing and Guangzhou, and we operated a fleet of over 190 robotrucks as of April 10, 2025, consisting of both Level 2++ intelligent trucks and Level 4 driverless trucks, covering all major commercially active areas and transportation arteries throughout China.
We have obtained autonomous driving public road testing permits in Beijing and Guangzhou, and we operated a fleet of 210 robotrucks as of March 31, 2026, consisting of both Level 2++ intelligent trucks and Level 4 driverless trucks, covering all major commercially active areas and transportation arteries throughout China.
Specifically, we aim to develop a commercially viable and sustainable business model that enables the mass production and deployment of vehicles equipped with our Virtual Driver technology across transportation use cases, providing autonomous mobility to people and businesses around the world.
With these milestones, Pony is on track to achieve large-scale commercialization of our Virtual Driver technology. Specifically, we aim to develop a commercially viable and sustainable business model that enables the mass production and deployment of vehicles equipped with our Virtual Driver technology across transportation use cases, providing autonomous mobility to people and businesses around the world.
On April 10, 2020, SAFE issued the Notice of the SAFE on Optimizing Foreign Exchange Administration to Support the Development of Foreign-related Business (the “Circular 8”).
On April 10, 2020, SAFE issued the Notice of the SAFE on Optimizing Foreign Exchange Administration to Support the Development of Foreign-related Business (the “ Circular 8 ”).
We also maintain a policy requiring our employees, consultants and other third parties to enter into confidentiality and proprietary information agreements for the protection and confidentiality of our proprietary information. As of December 31, 2024, we had registered 311 patents, 158 copyrights, 634 trademarks in China, and 191 patents and 445 trademarks overseas.
We also maintain a policy requiring our employees, consultants and other third parties to enter into confidentiality and proprietary information agreements for the protection and confidentiality of our proprietary information. As of December 31, 2025, we had registered 386 patents, 213 copyrights, 642 trademarks in China, and 214 patents and 403 trademarks overseas.
In addition, any vehicle used by freight transport business operators for transportation shall obtain a vehicle operation certificate, except for those vehicles with a total mass of 4.5 tons or below.
In addition, any vehicle used by freight transport business operators for transportation shall obtain a vehicle operation certificate, except for those vehicles with a total mass of 4.5 tons or below. The road transport business operation license as well as the vehicle operation certificate are also required for operating the road passenger transport business.
(2) Yancheng Poplar LLP is a limited partnership incorporated in the PRC, 62% of the partnership interest of which is held by Beijing (ZX) Pony AI Technology Co., Ltd.. The remaining 38% partnership interest in Yancheng Poplar LLP is held by an individual as the limited partner.
(2) Yancheng Poplar LLP is a limited partnership incorporated under the laws of the PRC. Beijing (ZX) Pony AI Technology Co., Ltd. is the general partner of Yancheng Poplar LLP, holding approximately 62% of its interest. The remaining 38% interest in Yancheng Poplar LLP is held by another limited partnership as the limited partner.
Comprehensive Metrics . A thorough set of metrics and evaluation criteria is essential for assessing the model’s performance from multiple perspectives. Comprehensive metrics enable a holistic understanding of where the system excels and where it needs improvement. These metrics include not only the accuracy or effectiveness of the model’s actions but also aspects such as safety, fairness, and user satisfaction.
Comprehensive metrics enable a holistic understanding of where the system excels and where it needs improvement. These metrics include not only the accuracy or effectiveness of the model’s actions but also aspects such as safety, fairness, and user satisfaction.

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Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Cost of revenues Our cost of revenues consists primarily of (i) fleet operation expenses, primarily representing tolls and fuel costs incurred by our self-owned robotaxi and robotruck fleets, third-party transportation expenses and other expenses relating to fleet operations and maintenance, (ii) employee compensation representing salaries, welfare and bonuses for our engineers, safety drivers and other personnel in relation to the provision of our services and solutions to customers, (iii) direct operating and materials costs, consisting primarily of expenses relating to materials and supplies and R&D support and other third-party professional services in relation to the provision of our services and solutions to customers, and (iv) others, mainly including traveling expenses, depreciation and amortization, and other office and utility expenses.
Cost of revenues Our cost of revenues consists primarily of (i) fleet operation expenses, primarily representing tolls and fuel costs incurred by our self-owned robotaxi and robotruck fleets, third-party transportation expenses and other expenses relating to fleet operations and maintenance, (ii) direct operating and materials costs, consisting primarily of expenses relating to materials and supplies and R&D support and other third-party professional services in relation to the provision of our services and solutions to customers, (iii) employee compensation representing salaries, welfare and bonuses for our engineers, safety drivers and other personnel in relation to the provision of our services and solutions to customers, and (iv) others, mainly including traveling expenses, depreciation and amortization, and other office and utility expenses.
Net cash provided by financing activities was US$89.8 million for the year ended December 31, 2023. This was attributable primarily to net proceeds from issuance of Series D convertible redeemable preferred shares of US$104.0 million. Net cash provided by financing activities was US$407.4 million for the year ended December 31, 2024.
Financing Activities Net cash provided by financing activities was US$89.8 million for the year ended December 31, 2023. This was attributable primarily to net proceeds from issuance of Series D convertible redeemable preferred shares of US$104.0 million. Net cash provided by financing activities was US$407.4 million for the year ended December 31, 2024.
To date, we have achieved milestones in developing our Virtual Driver that enables safe, reliable autonomous driving experience, and we are transitioning from technology development to mass deployment across different commercial use cases, primarily robotaxi and robotruck services: ● Robotaxi services : We were among the first in China to obtain licenses to operate fully driverless vehicles in all four Tier-1 cities in China, and have begun to offer public-facing fare-charging robotaxi services without safety drivers in Beijing, Guangzhou and Shenzhen.
To date, we have achieved milestones in developing our Virtual Driver that enables safe, reliable autonomous driving experience, and we are transitioning from technology development to mass deployment across different commercial use cases, primarily robotaxi and robotruck services: · Robotaxi services : We were among the first in China to obtain licenses to operate fully driverless vehicles in all four Tier-1 cities in China, and have begun to offer public-facing fare-charging robotaxi services without safety drivers in Beijing, Shanghai, Guangzhou and Shenzhen.
Net cash used in operating activities was US$110.8 million for the year ended December 31, 2024, attributable primarily to net loss of US$275.0 million, adjusted for (i) a net increase of non-cash items of US$152.0 million, which consisted primarily of share-based compensation, changes in fair value of equity investment and realized losses from investments, depreciation and amortization and non-cash lease expense, and (ii) a net increase of US$12.2 million in changes in operating assets and liabilities.
Net cash used in operating activities was US$110.8 million for the year ended December 31, 2024, attributable primarily to net loss of US$275.0 million, adjusted for (i) a net increase of non-cash items of US$152.1 million, which consisted primarily of share-based compensation, changes in fair value of equity investment and realized losses from investments, depreciation and amortization and non-cash lease expense, and (ii) a net increase of US$12.2 million in changes in operating assets and liabilities.
Year Ended December 31, 2023 Compared to Year Ended December 31, 2024 Revenues Our total revenues increased by 4.3% from US$71.9 million in 2023 to US$75.0 million in 2024, primarily driven by the growth of our robotruck services. Robotaxi services.
Year Ended December 31, 202 3 Compared to Year Ended December 31, 202 4 Revenues Our total revenues increased by 4.3% from US$71.9 million in 2023 to US$75.0 million in 2024, primarily driven by the growth of our robotruck services. Robotaxi services.
Trend Information Other than as disclosed elsewhere in this annual report, we are not aware of any trends, uncertainties, demands, commitments or events for the year ended December 31, 2024 that are reasonably likely to have a material and adverse effect on our net revenues, income, profitability, liquidity or capital resources, or that would cause the disclosed financial information to be not necessarily indicative of future results of operations or financial condition. 5.E.
Trend Information Other than as disclosed elsewhere in this annual report, we are not aware of any trends, uncertainties, demands, commitments or events for the year ended December 31, 2025 that are reasonably likely to have a material and adverse effect on our net revenues, income, profitability, liquidity or capital resources, or that would cause the disclosed financial information to be not necessarily indicative of future results of operations or financial condition. 5.E.
Risk Factors—Risks related to Doing Business in China—We may be classified as a ‘PRC resident enterprise’ for PRC enterprise income tax purposes, which could result in unfavorable tax consequences to us and non-PRC holders of the ADSs or ordinary shares and have a material adverse effect on our results of operations and the value of your investment.” 127 Table of Contents Critical Accounting Estimates An accounting estimate is considered critical if it requires to be made based on assumptions about matters that are highly uncertain at the time such estimate is made, and if different accounting estimates that reasonably could have been used, or changes in the accounting estimate that are reasonably likely to occur periodically, could have materially impact to the consolidated financial statements.
Risk Factors—Risks related to Doing Business in China—We may be classified as a ‘PRC resident enterprise’ for PRC enterprise income tax purposes, which could result in unfavorable tax consequences to us and non-PRC holders of the ADSs or ordinary shares and have a material adverse effect on our results of operations and the value of your investment.” Critical Accounting Estimate An accounting estimate is considered critical if it requires to be made based on assumptions about matters that are highly uncertain at the time such estimate is made, and if different accounting estimates that reasonably could have been used, or changes in the accounting estimate that are reasonably likely to occur periodically, could have materially impact to the consolidated financial statements.
As of December 31, 2022 and 2023 and 2024, we did not have any significant unrecognized uncertain tax positions. 129 Table of Contents Results of Operations The results of operations presented below should be reviewed in conjunction with the consolidated financial statements and notes included elsewhere in this annual report.
As of December 31, 2023, 2024 and 2025, we did not have any significant unrecognized uncertain tax positions. 129 Table of Contents Results of Operations The results of operations presented below should be reviewed in conjunction with the consolidated financial statements and notes included elsewhere in this annual report.
United States Our subsidiary incorporated in the United States, namely Pony. AI, Inc., is subject to federal income tax in the United States at the rate of 21% (in addition to any state and local taxes, as applicable) for each of the years ended December 31, 2022, 2023 and 2024.
United States Our subsidiary incorporated in the United States, namely Pony. AI, Inc., is subject to federal income tax in the United States at the rate of 21% (in addition to any state and local taxes, as applicable) for each of the years ended December 31, 2023, 2024 and 2025.
Guided by our established go-to-market strategies, we will also seek to expand our collaborative ecosystem along the industry value chain. Our Ability to Improve Operating Efficiency We aim to improve operating efficiency in every aspect of our business, such as research and development, supply chain, collaboration with business partners, sales and marketing, as well as service offerings.
Guided by our established go-to-market strategies, we will also seek to expand our collaborative ecosystem along the industry value chain. 123 Table of Contents Our Ability to Improve Operating Efficiency We aim to improve operating efficiency in every aspect of our business, such as research and development, supply chain, collaboration with business partners, sales and marketing, as well as service offerings.
As the commercial deployment of our autonomous driving technology progresses, we are also devoted to adapting and optimizing our technology to different commercial use cases. As of December 31, 2024, we had 661 engineers, researchers and scientists whose expertise spans a broad range of disciplines such as vehicle engineering, industry design, AI and machine learning and data analytics.
As the commercial deployment of our autonomous driving technology progresses, we are also devoted to adapting and optimizing our technology to different commercial use cases. As of December 31, 2025, we had 811 engineers, researchers and scientists whose expertise spans a broad range of disciplines such as vehicle engineering, industry design, AI and machine learning and data analytics.
The underlying assets of these wealth management products include corporate bonds, asset-backed securities and commercial papers, all of which have low-risk profiles. Long-term investments consist primarily of our investments in marketable debt securities, debt investment in investee’s preferred shares, term deposits and certificate of deposits, and equity investments in certain private companies and funds.
The underlying assets of these wealth management products include corporate bonds, asset-backed securities and commercial papers, all of which have low-risk profiles. Long-term investments consist primarily of our investments in marketable debt securities, term deposits and certificate of deposits, and equity investments in certain private companies and funds.
The decrease was partially offset by an increase in passenger fares driven by the expansion of our public-facing fare-charging robotaxi operations in Tier-1 cities in China. Robotruck services.
The decrease was partially offset by an increase in passenger fares driven by the expansion of our public-facing fare-charging robotaxi operations in Tier-1 cities in China. 132 Table of Contents Robotruck services.
As we continue to scale our robotruck fleets, we expect such revenues to grow in the near future. Currently, we also generate a limited portion of our robotruck revenues from offering our full-stack Virtual Driver to truck OEMs, which integrate our technology into their vehicle platforms to enable autonomous driving functionality.
Currently, we also generate a limited portion of our robotruck revenues from offering our full-stack Virtual Driver to truck OEMs, which integrate our technology into their vehicle platforms to enable autonomous driving functionality. We expect such revenues to continue to increase in the near future.
Key Information—3.D. Risk Factors—Risks Related to Doing Business in China—We may be classified as a “PRC resident enterprise” for PRC enterprise income tax purposes, which could result in unfavorable tax consequences to us and non-PRC holders of the ADSs or ordinary shares and have a material adverse effect on our results of operations and the value of your investment.” 5.C.
Risk Factors—Risks Related to Doing Business in China—We may be classified as a “PRC resident enterprise” for PRC enterprise income tax purposes, which could result in unfavorable tax consequences to us and non-PRC holders of the ADSs or ordinary shares and have a material adverse effect on our results of operations and the value of your investment.” 136 Table of Contents 5.C.
Specifically, the mileage covered by the Cyantron robotruck fleet increased to approximately 21 million kilometers in 2024 from more than 17 million kilometers in 2023. 131 Table of Contents Licensing and applications.
Specifically, the mileage covered by the Cyantron robotruck fleet increased to approximately 21 million kilometers in 2024 from more than 17 million kilometers in 2023. Licensing and applications.
Risk Factors—Risks Related to Doing Business in China—PRC regulation of loans to and direct investment in PRC entities by offshore holding companies and governmental control of currency conversion may restrict or delay us from using the proceeds of our initial public offering and the concurrent private placements to make loans or additional capital contributions to our PRC subsidiaries, which could adversely affect our liquidity and our ability to fund and expand our business” and “Item 14.
Risk Factors—Risks Related to Doing Business in China—PRC regulation of loans to and direct investment in PRC entities by offshore holding companies and governmental control of currency conversion may restrict or delay us from using the proceeds of our initial public offering and the concurrent private placements as well as the proceeds from issuance of Class A ordinary shares upon the completion of our Listing to make loans or additional capital contributions to our PRC subsidiaries, which could adversely affect our liquidity and our ability to fund and expand our business” and “Item 14.
Investment income Our investment income increased from US$19.4 million in 2023 to US$20.4 million in 2024, primarily due to our increased interest on bank time deposit and gains from wealth management products.
Investment income Our investment income increased from US$20.4 million in 2024 to US$ 43.0 million in 2025, primarily due to our increased interest on bank time deposit and gains from investments in wealth management products.
As of April 10, 2025, we operated a fleet consisting of over 270 robotaxis. ● Robotruck services : We operated a fleet of over 190 robotrucks as of April 10, 2025, consisting of both Level 2++ intelligent trucks and Level 4 autonomous trucks, with safety drivers to fulfill its freight orders within its existing nationwide logistics network. ● Licensing and applications : Our licensing and applications business has secured contracts of ADAS solutions, proprietary vehicle domain controller products and data analytics tools from OEMs and other industry participants.
As of March 31, 2026, we operated a fleet consisting of over 1,400 robotaxis. 122 Table of Contents · Robotruck services : We operated a fleet of 210 robotrucks as of March 31, 2026, consisting of both Level 2++ intelligent trucks and Level 4 autonomous trucks, with safety drivers to fulfill its freight orders within its existing nationwide logistics network. · Licensing and applications : Our licensing and applications business has secured contracts of ADAS solutions, proprietary vehicle domain controller products and data analytics tools from OEMs and other industry participants.
In 2022, 2023 and 2024, we recorded research and development expenses of US$153.6 million, US$122.7 million and US$240.2 million, respectively, among which 70.8%, 61.6% and 76.9% were employee compensation for our research and development staff.
In 2023, 2024 and 2025, we recorded research and development expenses of US$122.7 million, US$240.2 million and US$ 217.4 million, respectively, among which 61.6%, 76.9% and 60.2 % were employee compensation for our research and development staff.
The following table sets forth a breakdown of our cost of revenues, both in absolute amounts and as percentages of total cost of revenues, for the periods indicated. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2022 2023 ​ 2024 ​ US$ % US$ % US$ % ​ (in thousands, except for percentages) Cost of revenues Fleet operation expenses 18,658 51.3 20,882 38.0 35,026 55.1 Employee compensation 9,249 25.5 11,372 20.7 14,863 23.4 Direct operating and material costs 7,807 21.5 21,498 39.1 12,580 19.8 Others 608 1.7 1,263 2.2 1,153 1.7 Total cost of revenues 36,322 100.0 55,015 100.0 63,622 100.0 ​ Operating expenses The following table sets forth a breakdown of our operating expenses, both in absolute amounts and as percentages of our total operating expenses, for the periods indicated. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2022 2023 2024 ​ US$ % US$ % US$ % ​ (in thousands, except for percentages) Operating expenses Research and development expenses 153,601 75.7 122,707 76.6 240,179 80.9 Selling, general and administrative expenses 49,178 24.3 37,417 23.4 56,747 19.1 Total operating expenses 202,779 100.0 160,124 100.0 296,926 100.0 ​ 125 Table of Contents Research and development expenses Our research and development expenses consist primarily of (i) employee compensation, representing salaries, welfare and bonuses as well as share-based compensation for our research and development staff, which include engineers and other personnel responsible for the design, development and testing of our autonomous driving technology, (ii) development and testing expenses, consisting primarily of expenses relating to materials and supplies, third-party research and development and other professional services, and vehicle operations, testing and maintenance for research and development purpose, (iii) depreciation and amortization in relation to our vehicles for research and development purposes, server and network equipment, (iv) others, mainly including rental and office administrative expenses in relation to our research and development activities.
As a result, we expect the amounts and composition of our cost of revenues to continue to evolve in the near future. 125 Table of Contents The following table sets forth a breakdown of our cost of revenues, both in absolute amounts and as percentages of total cost of revenues, for the periods indicated. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2023 2024 ​ 2025 ​ US$ ​ ​ ​ ​ % ​ ​ ​ ​ US$ ​ ​ ​ % ​ ​ ​ US$ ​ ​ ​ % ​ (in thousands, except for percentages) Cost of revenues ​ ​ ​ ​ ​ ​ Fleet operation expenses 20,882 38.0 35,026 55.1 34,379 45.3 Direct operating and material costs 21,498 39.1 12,580 19.8 32,842 43.3 Employee compensation 11,372 20.7 14,863 23.4 7,097 9.4 Others 1,263 2.2 1,153 1.7 1,522 2.0 Total cost of revenues 55,015 100.0 63,622 100.0 75,840 100.0 ​ Operating expenses The following table sets forth a breakdown of our operating expenses, both in absolute amounts and as percentages of our total operating expenses, for the periods indicated. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2023 2024 2025 ​ US$ ​ ​ ​ ​ % ​ ​ ​ ​ US$ ​ ​ ​ % ​ ​ ​ US$ ​ ​ ​ % ​ (in thousands, except for percentages) Operating expenses ​ ​ ​ ​ ​ ​ Research and development expenses 122,707 76.6 240,179 80.9 217,419 79.1 Selling, general and administrative expenses 37,417 23.4 56,747 19.1 57,599 20.9 Total operating expenses 160,124 100.0 296,926 100.0 275,018 100.0 ​ Research and development expenses Our research and development expenses consist primarily of (i) employee compensation, representing salaries, welfare and bonuses as well as share-based compensation for our research and development staff, which include engineers and other personnel responsible for the design, development and testing of our autonomous driving technology, (ii) development and testing expenses, consisting primarily of expenses relating to materials and supplies, third-party research and development and other professional services, and vehicle operations, testing and maintenance for research and development purpose, (iii) depreciation and amortization in relation to our vehicles for research and development purposes, server and network equipment, (iv) others, mainly including rental and office administrative expenses in relation to our research and development activities.
We generate robotaxi revenues primarily by (a) providing a comprehensive suite of AV engineering solutions, including AV software deployment and maintenance, vehicle integration and engineering and road testing, to leading OEMs and TNCs, helping them seamlessly integrate our autonomous driving technology with their vehicle platforms, and to a much lesser extent, and (b) charging passengers fare for their rides with our robotaxis.
We generate robotaxi revenues primarily by (a) providing a comprehensive suite of AV engineering solutions, including AV software deployment and maintenance, vehicle integration and engineering and road testing, to leading OEMs and TNCs, helping them seamlessly integrate our autonomous driving technology with their vehicle platforms, and to a much lesser extent; (b) charging passengers fare for their rides with our robotaxis; and (c) entering into technology licensing arrangements with strategic partners for our proprietary virtual driver systems, from which we recognize licensing revenues.
PRC Under the PRC Enterprise Income Tax Law effective from January 1, 2008, which was most recently amended December 29, 2018, our PRC subsidiaries are subject to the statutory rate of 25%, except for preferential tax treatments available to qualified enterprises in certain encouraged sectors of the economy.
The payments of dividends by our Hong Kong subsidiaries to their shareholders are not subject to any Hong Kong withholding tax. 127 Table of Contents PRC Under the PRC Enterprise Income Tax Law effective from January 1, 2008, which was most recently amended December 29, 2018, our PRC subsidiaries are subject to the statutory rate of 25%, except for preferential tax treatments available to qualified enterprises in certain encouraged sectors of the economy.
This was attributable primarily to proceeds from the sales and maturities of investments of US$221.8 million, partially offset by purchases of short-term investments of US$66.1 million and purchases of long-term investments of US$15.0 million. 134 Table of Contents Net cash used in investing activities was US$181.3 million for the year ended December 31, 2024.
Investing Activities Net cash provided by investing activities was US$136.5 million for the year ended December 31, 2023. This was attributable primarily to proceeds from the sales and maturities of investments of US$221.8 million, partially offset by purchases of short-term investments of US$66.1 million and purchases of long-term investments of US$15.0 million.
In 2022, revenues generated from engineering solution services, virtual driver operation services and sales of products were US$45.0 million, US$21.4 million and US$2.0 million, respectively. In 2023, revenues generated from engineering solution services, virtual driver operation services and sales of products were US$40.6 million, US$23.9 million and US$7.4 million, respectively.
In 2023, revenues generated from engineering solution services, virtual driver operation and other related services and sales of products were US$40.6 million, US$23.9 million and US$7.4 million, respectively. In 2024, revenues generated from engineering solution services, virtual driver operation and other related services and sales of products were US$ 28.0 million, US$ 39.4 million and US$ 7.6 million, respectively.
While we have historically generated a significant portion of our revenues from licensing and applications, we expect our licensing and applications revenues, as a percentage of our total revenues, to decrease in the long term as we continue to grow our robotaxi and robotruck revenues. 124 Table of Contents By the nature of services based on the revenue recognition policies applicable to such services, our revenue streams can also be categorized into (i) engineering solution services, representing primarily the services and software solutions we offer to OEMs and other industry participants, (ii) virtual driver operation services, consisting of fare we collect from passengers for their rides with our robotaxis, and transportation service fees we charge logistics platforms, and (iii) sales of products, including AV hardware kit used in our Virtual Driver and our vehicle domain controller products.
By the nature of services based on the revenue recognition policies applicable to such services, our revenue streams can also be categorized into (i) engineering solution services, representing primarily the services and software solutions we offer to OEMs and other industry participants, (ii) virtual driver operation and other related services, consisting of fare we collect from passengers for their rides with our robotaxis, and transportation service fees we charge logistics platforms and software licensing, and (iii) sales of products, including AV hardware kit used in our Virtual Driver and our vehicle domain controller products.
Changes in fair value of warrants liability We recorded gains in fair value of warrants liability of US$5.6 million in 2024, as compared to loss in fair value of warrants liability of US$3.0 million in 2023.
Changes in fair value of warrants liability We recorded gains in fair value of warrants liability of US$5.6 million in 2024, as compared to loss in fair value of warrants liability of US$3.0 million in 2023. The changes in fair value of warrants liability were primarily due to the expiration of the warrants we granted to an investor.
This was attributable primarily to purchases of short-term investments of US$513.6 million and purchases of long-term investments of US$113.8 million, partially offset by proceeds from the sales and maturities of investments of US$510.3 million. Short-term investments represent primarily our investments in wealth management products.
This was attributable primarily to purchases of short-term investments of US$ 816.7 million and purchases of long-term investments of US$414.3 million, partially offset by proceeds from the sales and maturities of investments of US$ 385.6 million. 135 Table of Contents Short-term investments represent primarily our investments in wealth management products.
(148,018) (216.4) (124,812) (173.5) (274,121) (365.2) Note: (1) Includes share-based compensation expenses: ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2022 2023 2024 ​ US$ US$ US$ ​ (in thousands) Research and development expenses 13,405 1,832 102,383 Selling, general and administrative expenses 5,178 1,926 24,620 ​ Non-GAAP Financial Measure We use adjusted net loss, a non-GAAP financial measure, in evaluating our operating results and for financial and operational decision-making purposes.
(124,812) (173.5) (274,121) (365.2) (133,969) (148.9) Note: (1) Includes share-based compensation expenses: ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ ​ ​ 2023 ​ ​ ​ 2024 ​ ​ ​ 2025 ​ US$ US$ US$ ​ (in thousands) Research and development expenses 1,832 102,383 21,115 Selling, general and administrative expenses 1,926 24,620 9,683 ​ Non-GAAP Financial Measures We use non-GAAP financial measures, such as non-GAAP net loss, in evaluating our operating results and for financial and operational decision-making purposes.
In 2024, Beijing (HX) Pony, Beijing (ZX) Pony, Guangzhou (ZX) Pony and Jiangsu Rye Data Technology Co., Ltd. reevaluated their “high and new technology enterprises” status, securing the 15% preferential tax rate for 2024 to 2026. As a Cayman Islands holding company, we may receive dividends from our PRC subsidiaries through Hongkong Pony AI Limited.
In 2025, Beijing (YX) Pony and Shenzhen (YX) Pony reevaluated their “high and new technology enterprises” status, securing the 15% preferential tax rate for 2025 to 2027. As a Cayman Islands holding company, we may receive dividends from our PRC subsidiaries through Hongkong Pony AI Limited.
If our subsidiaries incur debt on their own behalf in the future, the instruments governing their debt may restrict their ability to pay dividends to us. In addition, our subsidiaries in China are permitted to pay dividends to us only out of their retained earnings, if any, as determined in accordance with the PRC accounting standards and regulations.
In addition, our subsidiaries in China are permitted to pay dividends to us only out of their retained earnings, if any, as determined in accordance with the PRC accounting standards and regulations.
The following descriptions of critical accounting estimates should be read in conjunction with our consolidated financial statements and other disclosures included in this annual report. For further information, see Note 2 to our consolidated financial statements in this this annual report.
The following descriptions of the critical accounting estimate should be read in conjunction with our consolidated financial statements and other disclosures included in this annual report.
If we cannot obtain sufficient capital on acceptable terms, our business, financial condition and prospects may be materially and adversely affected.” 133 Table of Contents Cash Flows The following table summarizes our cash flows for the periods indicated: ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2022 2023 2024 ​ US$ US$ US$ ​ (in thousands) Net cash used in operating activities (154,768) (115,421) (110,758) Net cash provided by (used in) investing activities 49,329 136,494 (181,267) Net cash provided by financing activities 191,573 89,764 407,389 Effect of exchange rate changes on cash and cash equivalents (10,607) (3,150) (5,397) Increase in cash and cash equivalents 75,527 107,687 109,967 Cash, cash equivalents and restricted cash at beginning of the year 242,991 318,518 426,205 Cash, cash equivalents and restricted cash at end of the year 318,518 426,205 536,172 ​ Operating Activities Net cash used in operating activities was US$154.8 million for the year ended December 31, 2022, attributable primarily to net loss of US$148.3 million, adjusted for (i) a net increase of non-cash items of US$27.3 million, which consisted primarily of share-based compensation and depreciation and amortization, and (ii) a net decrease of US$33.8 million in changes in operating assets and liabilities.
If we cannot obtain sufficient capital on acceptable terms, our business, financial condition and prospects may be materially and adversely affected.” 134 Table of Contents Cash Flows The following table summarizes our cash flows for the periods indicated: ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ ​ ​ 2023 ​ ​ ​ 2024 ​ ​ ​ 2025 ​ US$ US$ US$ ​ (in thousands) Net cash used in operating activities (115,421) (110,758) (164,955) Net cash provided by (used in) investing activities 136,494 (181,267) (889,160) Net cash provided by financing activities 89,764 407,389 814,833 Effect of exchange rate changes on cash and cash equivalents (3,150) (5,397) (1,177) Increase (decrease) in cash and cash equivalents 107,687 109,967 (240,459) Cash, cash equivalents and restricted cash at beginning of the year 318,518 426,205 536,172 Cash, cash equivalents and restricted cash at end of the year 426,205 536,172 295,713 ​ Operating Activities Net cash used in operating activities was US$115.4 million for the year ended December 31, 2023, attributable primarily to net loss of US$125.3 million, adjusted for (i) a net increase of non-cash items of US$29.6 million, which consisted primarily of depreciation and amortization, non-cash lease expense, changes in fair value of equity investment and share-based compensation, and (ii) a net decrease of US$19.7 million in changes in operating assets and liabilities.
Similar to our revenues in 2022, 2023 and 2024, our cost mix experienced changes in the historical periods as we remained in relatively early stages of commercialization and diversifying our revenue streams. As a result, we expect the amounts and composition of our cost of revenues to continue to evolve in the near future.
Similar to our revenues in 2023, 2024 and 2025, our cost mix experienced changes in the historical periods as we remained in relatively early stages of commercialization and diversifying our revenue streams.
We do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or product development services with us. 5.F.
We do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or product development services with us. 5.F. Tabular Disclosure of Contractual Obligations Our contractual obligations as of December 31, 2025 included lease commitments.
Additionally, we will continue to adapt our revenue model based on market conditions and explore additional monetization opportunities for our robotaxi services. Robotruck services . We generate robotruck revenues mainly by using our robotruck fleets to provide paid transportation services to logistics platforms. We charge them service fees by mileage depending on specific transport routes and/or by tonnage.
Additionally, we will continue to adapt our revenue model based on market conditions and explore additional monetization opportunities for our robotaxi services. 124 Table of Contents Robotruck services . We generate robotruck revenues mainly by using our robotruck fleets to provide paid transportation services to logistics platforms.
The following table sets forth our consolidated results of operations data both in absolute amounts and as percentages of our total revenue for the periods indicated: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2022 2023 ​ 2024 ​ US$ % US$ % US$ % ​ (in thousands, except for percentages) Revenues 68,386 100.0 71,899 100.0 75,025 100.0 Cost of revenues (36,322) (53.1) (55,015) (76.5) (63,622) (84.8) Gross profit 32,064 46.9 16,884 23.5 11,403 15.2 Operating expenses : ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Research and development expenses (1) (153,601) (224.6) (122,707) (170.7) (240,179) (320.1) Selling, general and administrative expenses (1) (49,178) (71.9) (37,417) (52.0) (56,747) (75.6) Total operating expenses (202,779) (296.5) (160,124) (222.7) (296,926) (395.7) Loss from operations (170,715) (249.6) (143,240) (199.2) (285,523) (380.5) Investment income 8,890 13.0 19,389 27.0 20,378 27.2 Changes in fair value of warrants liability 3,887 5.7 (3,030) (4.2) 5,617 7.5 Other income (expenses) – net 9,614 14.1 1,427 2.0 (15,477) (20.6) Loss before income tax (148,324) (216.8) (125,454) (174.4) (275,005) (366.4) Income tax benefits (expenses) 74 0.1 126 0.2 (1) (0.0) Net loss (148,250) (216.7) (125,328) (174.2) (275,006) (366.4) Less: Net loss attributable to non-controlling interests (232) (0.3) (516) (0.7) (885) (1.2) Net loss attributable to Pony AI Inc.
The following table sets forth our consolidated results of operations data both in absolute amounts and as percentages of our total revenue for the periods indicated: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2023 2024 ​ 2025 ​ US$ ​ ​ ​ ​ % ​ ​ ​ ​ US$ ​ ​ ​ % ​ ​ ​ US$ ​ ​ ​ % ​ (in thousands, except for percentages) Revenues 71,899 100.0 75,025 100.0 90,001 100.0 Cost of revenues (55,015) (76.5) (63,622) (84.8) (75,840) (84.3) Gross profit 16,884 23.5 11,403 15.2 14,161 15.7 Operating expenses : ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Research and development expenses (1) (122,707) (170.7) (240,179) (320.1) (217,419) (241.6) Selling, general and administrative expenses (1) (37,417) (52.0) (56,747) (75.6) (57,599) (64.0) Total operating expenses (160,124) (222.7) (296,926) (395.7) (275,018) (305.6) Loss from operations (143,240) (199.2) (285,523) (380.5) (260,857) (289.8) Investment income 19,389 27.0 20,378 27.2 42,985 47.8 Changes in fair value of warrants liability (3,030) (4.2) 5,617 7.5 — — Changes in fair value of trading securities ​ (4,727) ​ (6.6) ​ (21,285) ​ (28.3) ​ 128,031 ​ 142.3 Other income (expenses) – net 6,154 8.6 5,808 7.7 13,083 14.5 Loss before income tax (125,454) (174.4) (275,005) (366.4) (76,758) (85.3) Income tax benefits (expenses) 126 0.2 (1) (0.0) — — Net loss (125,328) (174.2) (275,006) (366.4) (76,758) (85.3) Less: Net loss attributable to non-controlling interests (516) (0.7) (885) (1.2) 57,211 63.6 Net loss attributable to Pony AI Inc.
Investing Activities Net cash provided by investing activities was US$49.3 million for the year ended December 31, 2022. This was attributable primarily to proceeds from the sales and maturities of investments of US$274.1 million, partially offset by purchases of short-term investments of US$193.8 million and purchases of long-term investments of US$19.4 million.
Net cash used in investing activities was US$181.3 million for the year ended December 31, 2024. This was attributable primarily to purchases of short-term investments of US$513.6 million and purchases of long-term investments of US$113.8 million, partially offset by proceeds from the sales and maturities of investments of US$510.3 million.
In 2024, revenues generated from engineering solution services, virtual driver operation services and sales of products were US$28.0 million, US$39.4 million and US$7.6 million, respectively. For details, see Note 2(i) to our audited consolidated financial statements included elsewhere in this annual report.
In 2025, revenues generated from engineering solution services, virtual driver operation and other related services and sales of products were US$ 16.5 million, US$ 40.2 million and US$ 33.3 million, respectively. For details, see Note 2(l) to our audited consolidated financial statements included elsewhere in this annual report.
We expect the scale and composition of our revenues to continue to vary significantly in the future as we continue to execute our go-to-market strategies. 123 Table of Contents The following table sets forth a breakdown of our revenues by business activities, in absolute amounts and as percentages of total revenues, for the periods indicated. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2022 2023 2024 ​ US$ % US$ % US$ % ​ (in thousands, except for percentages) Revenues Robotaxi services 8,967 13.1 7,675 10.7 7,266 9.7 Robotruck services 22,368 32.7 25,021 34.8 40,365 53.8 Licensing and applications 37,051 54.2 39,203 54.5 27,394 36.5 Total revenues 68,386 100.0 71,899 100.0 75,025 100.0 ​ Robotaxi services .
The following table sets forth a breakdown of our revenues by business activities, in absolute amounts and as percentages of total revenues, for the periods indicated. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2023 2024 2025 ​ ​ ​ ​ US$ ​ ​ ​ ​ % ​ ​ ​ ​ US$ ​ ​ ​ % ​ ​ ​ US$ ​ ​ ​ % ​ (in thousands, except for percentages) Revenues ​ ​ ​ ​ ​ ​ Robotaxi services 7,675 10.7 7,266 9.7 16,607 18.5 Robotruck services 25,021 34.8 40,365 53.8 40,601 45.1 Licensing and applications 39,203 54.5 27,394 36.5 32,793 36.4 Total revenues 71,899 100.0 75,025 100.0 90,001 100.0 ​ Robotaxi services .
Net cash used in operating activities was US$115.4 million for the year ended December 31, 2023, attributable primarily to net loss of US$125.3 million, adjusted for (i) a net increase of non-cash items of US$29.6 million, which consisted primarily of depreciation and amortization, non-cash lease expense, changes in fair value of equity investment and share-based compensation, and (ii) a net decrease of US$19.7 million in changes in operating assets and liabilities.
Net cash used in operating activities was US$ 165.0 million for the year ended December 31, 2025, attributable primarily to net loss of US$ 76.8 million, adjusted for (i) a net decrease of non-cash items of US$108.6 million, which consisted primarily of changes in fair value of equity investments, share-based compensation and realized losses from investments, and (ii) a net increase of US$20.4 million in changes in operating assets and liabilities.
As the commercial deployment of our robotaxi services accelerates, we expect our robotaxi revenues to continue to grow both in absolute amount and by percentage of our total revenues in the future.
We have advanced our presence in Hangzhou and Changsha, two emerging new tier-one cities in China in March 2026. As the commercial deployment of our robotaxi services accelerates, we expect our robotaxi revenues to continue to grow both in absolute amount and by percentage of our total revenues in the future.
The following table sets forth a breakdown of our research and development expenses, both in absolute amounts and as percentages of our total research and development expenses, for the periods indicated. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2022 2023 ​ 2023 ​ US$ % US$ % US$ % Research and development expenses Employee compensation 108,772 70.8 75,586 61.6 184,683 76.9 Development and testing expenses 25,014 16.3 28,343 23.1 41,884 17.4 Depreciation and amortization 15,789 10.3 12,517 10.2 7,358 3.1 Others 4,026 2.6 6,261 5.1 6,254 2.6 Total research and development expenses 153,601 100.0 122,707 100.0 240,179 100.0 ​ Selling, General and Administrative Expenses Our selling, general and administrative expenses consist primarily of (i) employee compensation, representing salaries, welfare and bonuses as well as share-based compensation for our selling, general and administrative employees, (ii) professional service expenses, which consist primarily of outsourcing fees relating to human resources and IT functions and fees paid to auditors and external legal counsels, (iii) rental and office administrative expenses, and (iv) others, mainly including depreciation and amortization.
The following table sets forth a breakdown of our research and development expenses, both in absolute amounts and as percentages of our total research and development expenses, for the periods indicated. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2023 2024 ​ 2025 ​ US$ ​ ​ ​ ​ % ​ ​ ​ ​ US$ ​ ​ ​ % ​ ​ ​ US$ ​ ​ ​ % ​ ​ (in thousands, except for percentages) Research and development expenses ​ ​ ​ ​ ​ ​ Employee compensation 75,586 61.6 184,683 76.9 130,904 60.2 Development and testing expenses 28,343 23.1 41,884 17.4 65,634 30.2 Depreciation and amortization 12,517 10.2 7,358 3.1 5,134 2.4 Others 6,261 5.1 6,254 2.6 15,747 7.2 Total research and development expenses 122,707 100.0 240,179 100.0 217,419 100.0 ​ Selling, General and Administrative Expenses Our selling, general and administrative expenses consist primarily of (i) employee compensation, representing salaries, welfare and bonuses as well as share-based compensation for our selling, general and administrative employees, (ii) professional service expenses, which consist primarily of outsourcing fees relating to human resources and IT functions and fees paid to auditors and external legal counsels, (iii) rental and office administrative expenses, and (iv) others, mainly including depreciation and amortization. 126 Table of Contents The following table sets forth a breakdown of our selling, general and administrative expenses, both in absolute amounts and as percentages of our total selling, general and administrative expenses, for the periods indicated. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2023 2024 ​ 2025 ​ US$ ​ ​ ​ ​ % ​ ​ ​ ​ US$ ​ ​ ​ % ​ ​ ​ US$ ​ ​ ​ % ​ (in thousands, except for percentages) Selling, general and administrative expenses ​ ​ ​ ​ ​ ​ Employee compensation 20,786 55.6 45,807 80.7 37,340 64.8 Professional service expenses 9,282 24.8 5,679 10.0 9,850 17.1 Rental and office administrative expenses 4,819 12.9 4,234 7.5 6,686 11.6 Others 2,530 6.7 1,027 1.8 3,723 6.5 Total selling, general and administrative expenses 37,417 100.0 56,747 100.0 57,599 100.0 ​ Investment income Our investment income consists primarily of interest on time and structured deposits, gains from investments and gain from disposal of certain equity investments.
Income Taxes Current income taxes are provided on the basis of net income for financial reporting purposes, adjusted for income and expense items which are not assessable or deductible for income tax purposes, in accordance with the regulations of the relevant tax jurisdictions. We follow the liability method of accounting for income taxes.
For further information, see Note 2 to our consolidated financial statements in this this annual report. 128 Table of Contents Income Taxes Current income taxes are provided on the basis of net income for financial reporting purposes, adjusted for income and expense items which are not assessable or deductible for income tax purposes, in accordance with the regulations of the relevant tax jurisdictions.
Income tax benefits (expenses) We recorded income tax benefits of US$0.1 million and income tax expenses of US$1 thousand in 2023 and 2024, respectively. Net loss As a result of the foregoing, we recorded net loss of US$125.3 million and US$275.0 million in 2023 and 2024, respectively.
Net loss As a result of the foregoing, we recorded net loss of US$275.0 million and US$ 76.8 million in 2024 and 2025, respectively.
We also offer V2X (vehicle-to-everything) products and services to enhance road safety and improve transportation efficiency and experience. 122 Table of Contents While we have started generating revenues from these initial commercialization attempts, we expect both the scale and composition of our revenues to vary significantly once we achieve large-scale commercial deployment of our autonomous driving technology through executing our go-to-market strategies.
While we have started generating revenues from these initial commercialization attempts, we expect both the scale and composition of our revenues to vary significantly once we achieve large-scale commercial deployment of our autonomous driving technology through executing our go-to-market strategies. Specifically, we will focus on generating revenues for our robotaxi and robotruck services in the near future.
We capitalize on our robust technology capabilities by offering POV intelligent driving solutions and other value-added technological services.
We capitalize on our robust technology capabilities by offering POV intelligent driving solutions and other value-added technological services. We also offer V2X (vehicle-to-everything) products and services to enhance road safety and improve transportation efficiency and experience.
Net cash provided by investing activities was US$136.5 million for the year ended December 31, 2023.
Net cash used in investing activities was US$ 889.2 million for the year ended December 31, 2025.
Taxation Cayman Islands We are incorporated in the Cayman Islands. Under the current tax laws of the Cayman Islands, we are not subject to tax on our income or capital gains.
Other income, net Our other income includes primarily government grants, fair value change of equity securities and foreign exchange gains. Our other expenses include primarily foreign exchange losses. Taxation Cayman Islands We are incorporated in the Cayman Islands. Under the current tax laws of the Cayman Islands, we are not subject to tax on our income or capital gains.
The increase in our selling, general and administrative expenses was partially offset by the decrease in professional services expenses of US$5.0 million. Professional services expenses associated with our initial public offering have been capitalized in 2024, while they are expensed as incurred in prior years.
The increase in our selling, general and administrative expenses was partially offset by the decrease in professional services expenses of US$5.0 million.
As we continue to scale our autonomous driving technology, we also intend to improve our operational efficiency with a view towards achieving long-term profitability.
As we continue to scale our autonomous driving technology, we also intend to improve our operational efficiency with a view towards achieving long-term profitability. For example, we operate our autonomous vehicle fleets both by ourselves and through collaboration with third-party “fleet companies” funded by third-party fleet owners.
As of December 31, 2024, we had a total of US$745.0 million in cash and cash equivalents and short-term investments, of which 17.0% were denominated in Renminbi and held by our PRC subsidiaries.
Liquidity and Capital Resources Our principal sources of liquidity have been cash raised from the issuance of equity securities. As of December 31, 2025, we had a total of US$ 1,165.6 million in cash and cash equivalents and short-term investments, of which 21.2 % were denominated in Renminbi and held by our PRC subsidiaries.
Additionally, we have sought to enhance the management of our operating expenses by implementing various expense control measures. As a result, our cost mix and operating expenses may vary significantly in the future as our revenue models continue to evolve and as our operating efficiency continues to improve through economies of scale.
As a result, our cost mix and operating expenses may vary significantly in the future as our revenue models continue to evolve and as our operating efficiency continues to improve through economies of scale. Key Components of Results of Operations Revenues We are at a relatively early stage of generating revenues and diversifying our customer base.
We expect such revenues to continue to increase in the near future. As the customer base for our Virtual Driver continues to grow, we may develop new robotruck revenue streams including charging these customers recurring licensing fees for using our Virtual Driver technology.
As the customer base for our Virtual Driver continues to grow, we may develop new robotruck revenue streams including charging these customers recurring licensing fees for using our Virtual Driver technology. To a much lesser extent, we also generate robotruck revenues through providing AV engineering solutions, including customized software development, vehicle integration, engineering, and road testing, to customers.
The changes in fair value of warrants liability were primarily due to the expiration of the warrants we granted to an investor. 132 Table of Contents Other income (expense) - net We recorded other expense - net, of US$15.5 million in 2024, as compared to other income - net of US$1.4 million in 2023, primarily attributable to fair value changes of our equity securities investments.
Changes in fair value of warrants liability We did not record any changes in fair value of warrants liability in 2025, as compared to gain in fair value of warrants liability of US$5.6 million recorded in 2024. The changes were primarily due to the expiration of the warrants we granted to an investor.
Our PRC subsidiaries have not paid dividends and will not be able to pay dividends until they generate accumulated profits and meet the requirements for statutory reserve funds. 135 Table of Contents We are permitted under PRC laws and regulations to provide funding to our PRC subsidiaries in China through capital contributions or loans, subject to the approval of regulatory authorities and limits on the amount of capital contributions and loans.
We are permitted under PRC laws and regulations to provide funding to our PRC subsidiaries in China through capital contributions or loans, subject to the approval of regulatory authorities and limits on the amount of capital contributions and loans. See “Item 3. Key Information—3.D.
The net decrease in changes in operating assets and liabilities was attributable primarily to the increases in (a) accounts receivable of US$26.5 million as the commercialization of our technology continued to progress, (b) right-of-use assets of US$9.9 million due to accounting treatments with regard to our leased properties, and (c) prepaid expenses and other current assets of US$9.9 million, generally in line with our business expansion, partially offset by the increase in accounts payable and other current liabilities of US$19.0 million mainly due to the rising payroll and related expenses driven by the increased average number of employees in 2022.
The net increase in changes in operating assets and liabilities was attributable primarily to (a) the increase in accounts payable and other current liabilities of US$14.2 million, generally in line with our business expansion, and (b) the decrease in prepapid expenses and other current assets of US$11.1 million, partially offset by the increase in right-of-assets of US$6.2 million from new leased properties.
Historically, as our business continued to grow rapidly, our capital expenditures decreased over time, primarily due to our improved economies of scale, technological advancements and enhanced operational efficiency. We intend to continue to invest in capital expenditures to bolster business expansion, especially with the acceleration of large-scale commercialization.
Historically, as our business continued to grow rapidly, our capital expenditures increased over time. We intend to continue to invest in capital expenditures to bolster business expansion, especially with the acceleration of large-scale commercialization. Holding Company Structure Pony AI Inc. is a holding company with no material operations of its own. We conduct our operations mainly through our subsidiaries.
Recent Accounting Pronouncements For information on recently issued accounting pronouncements, refer to Note 2 to our consolidated financial statements included elsewhere in this annual report. 5.B. Liquidity and Capital Resources Our principal sources of liquidity have been cash raised from the issuance of equity securities.
Net loss As a result of the foregoing, we recorded net loss of US$125.3 million and US$275.0 million in 2023 and 2024, respectively. Recent Accounting Pronouncements For information on recently issued accounting pronouncements, refer to Note 2 to our consolidated financial statements included elsewhere in this annual report. 5.B.
Key Components of Results of Operations Revenues We are at a relatively early stage of generating revenues and diversifying our customer base. In the past, we have generated our revenues from (i) robotaxi services, (ii) robotruck services, and (iii) licensing and applications and have experienced significant changes in our revenue mix.
In the past, we have generated our revenues from (i) robotaxi services, (ii) robotruck services, and (iii) licensing and applications and have experienced significant changes in our revenue mix. We expect the scale and composition of our revenues to continue to vary significantly in the future as we continue to execute our go-to-market strategies.
This was attributable primarily to net proceeds from our initial public offering and the concurrent private placement of US$408.4 million. Capital Expenditures We made capital expenditures of US$12.0 million, US$5.1 million and US$11.4 million in 2022, 2023 and 2024, respectively.
This was attributable primarily to proceeds from issuance of Class A ordinary shares upon the completion of our Listing of US$829.4 million , partially offset by payments made in relation to settlement of RSUs of US$12.6 million. Capital Expenditures We made capital expenditures of US$5.1 million, US$11.4 million and US$43.9 million in 2023, 2024 and 2025, respectively.
Remittance of dividends by a wholly foreign-owned company out of China is subject to examination by the banks designated by the SAFE.
Remittance of dividends by a wholly foreign-owned company out of China is subject to examination by the banks designated by the SAFE. Our PRC subsidiaries have not paid dividends and will not be able to pay dividends until they generate accumulated profits and meet the requirements for statutory reserve funds.
For further information, see Note 12 to our audited consolidated financial statements included elsewhere in this annual report. 126 Table of Contents Other income and expenses Our other income includes primarily government grants, fair value change of equity securities and foreign exchange gains. Our other expenses include primarily foreign exchange losses.
For further information, see Note 12 to our audited consolidated financial statements included elsewhere in this annual report. Changes in fair value of trading securities Our changes in fair value of trading securities arise from changes in the carrying amount of investments in trading securities.
We believe that adjusted net loss (non-GAAP) provides useful information about our results of operations, enhances the overall understanding of our past performance and future prospects and allows for greater visibility with respect to key metrics used by our management in its financial and operational decision-making.
We believe that non-GAAP financial measures help identify the underlying trends in our business, provides useful information about our results of operations, and enhances the overall understanding of our past performance and future prospects. The non-GAAP financial measures are not presented in accordance with U.S.
For example, while we currently operate our autonomous vehicle fleets by ourselves, we may seek to collaborate with third-party “fleet companies” funded by third-party fleet owners, which, under such proposed business model, will bear substantially all of capital expenditure related to fleet acquisition and other fleet operating costs and expenses.
Under such business model, these third-party fleet owners bear substantially all of capital expenditure related to fleet acquisition and other fleet operating costs and expenses. Additionally, we have sought to enhance the management of our operating expenses by implementing various expense control measures.
We encourage investors and others to review our financial information in its entirety and not rely on a single financial measure. 130 Table of Contents Adjusted net loss (non-GAAP) represents net loss excluding noncash share-based compensation and change in fair value of warrants liability.
We encourage investors and others to review its financial information in its entirety and not rely on a single financial measure. 130 Table of Contents We mitigate these limitations by reconciling the non-GAAP financial measures to the most comparable U.S. GAAP performance measures, all of which should be considered when evaluating our performance.
Financing Activities Net cash provided by financing activities was US$191.6 million for the year ended December 31, 2022. This was attributable primarily to net proceeds from issuance of Series D convertible redeemable preferred shares of US$186.3 million and capital contribution from non-controlling shareholders of subsidiaries of US$7.5 million.
This was attributable primarily to net proceeds from our initial public offering and the concurrent private placement of US$408.4 million. Net cash provided by financing activities was US$ 814.8 million for the year ended December 31, 2025.
To a much lesser extent, we also generate robotruck revenues through providing AV engineering solutions, including customized software development, vehicle integration, engineering, and road testing, to customers. This assists in enhancing autonomous driving capabilities and overall performance of their intelligent trucks. Licensing and applications .
This assists in enhancing autonomous driving capabilities and overall performance of their intelligent trucks. Licensing and applications .
Tabular Disclosure of Contractual Obligations Our contractual obligations as of December 31, 2024 included lease commitments, purchase commitments and investment commitments. 136 Table of Contents The following table sets out our lease commitments as of December 31, 2024. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Payment Due by December 31, ​ ​ ​ ​ ​ ​ ​ ​ 2028 and ​ ​ Total 2025 2026 2027 thereafter ​ (in thousands) Lease commitments 16,515 4,610 4,060 3,082 4,763 ​ In addition, in December 2022, we entered into a purchase agreement with a third party to procure sensors to be delivered in 2023 and 2024 with the contractual consideration of US$12.0 million.
The following table sets out our lease commitments as of December 31, 2025. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Payment Due by December 31, ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2029 and ​ ​ Total ​ ​ ​ 2026 ​ ​ ​ 2027 ​ ​ ​ 2028 thereafter ​ (in thousands) Lease commitments 17,904 5,931 4,707 3,292 3,974 ​ 5.G.
Removed
Specifically, we will focus on generating revenues for our robotaxi and robotruck services in the near future.
Added
We charge them service fees by mileage depending on specific transport routes and/or by tonnage. As we continue to scale our robotruck fleets, we expect such revenues to grow in the near future.
Removed
The following table sets forth a breakdown of our selling, general and administrative expenses, both in absolute amounts and as percentages of our total selling, general and administrative expenses, for the periods indicated. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2022 2023 ​ 2024 ​ US$ % US$ % US$ % ​ (in thousands, except for percentages) Selling, general and administrative expenses Employee compensation 30,267 61.6 20,786 55.6 45,807 80.7 Professional service expenses 9,890 20.1 9,282 24.8 4,234 7.5 Rental and office administrative expenses 6,251 12.7 4,819 12.9 5,679 10.0 Others 2,770 5.6 2,530 6.7 1,027 1.8 Total selling, general and administrative expenses 49,178 100.0 37,417 100.0 56,747 100.0 ​ Investment income Our investment income consists primarily of interest on time and structured deposits and gains from investments.
Added
While we have historically generated a significant portion of our revenues from licensing and applications, we expect our licensing and applications revenues, as a percentage of our total revenues, to decrease in the long term as we continue to grow our robotaxi and robotruck revenues.
Removed
The payments of dividends by our Hong Kong subsidiaries to their shareholders are not subject to any Hong Kong withholding tax.
Added
In 2024, Beijing (HX) Pony, Beijing (ZX) Pony, Guangzhou (ZX) Pony and Jiangsu Rye Data Technology Co., Ltd. reevaluated their “high and new technology enterprises” status, securing the 15% preferential tax rate for 2024 to 2026.
Removed
Share-Based Compensation We grant share-based awards such as share options, restricted stock awards (“RSAs”), and restricted stock units to eligible employees. We account for these share-based awards in accordance with ASC Topic 718.
Added
We follow the liability method of accounting for income taxes.
Removed
Share-based awards granted are measured at fair value on grant date or modification date and share-based compensation expense is recognized (a) for awards with only service condition, using the straight-line attribution method, net of actual forfeitures, over the vesting period; (b) for awards with service condition and performance condition, the share-based compensation expenses are recorded when the performance condition is considered probable using the graded vesting method.
Added
We define non-GAAP financial measures by excluding the impact of share-based compensation expenses, changes in fair value of warrants liability and changes in fair value of trading securities.
Removed
Where the occurrence of an IPO is a performance condition, cumulative share-based compensation expenses for the awards that have satisfied the service condition should be recorded upon the occurrence of an IPO. Management performs the probability assessment of achievement of the performance conditions on a quarterly basis by reviewing external and internal factors.

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Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

73 edited+30 added−25 removed40 unchanged
Asmau Ahmed has served as our independent director since November 2024. Ms. Ahmed currently serves as as the director of QuinStreet, Inc (Nasdaq: QNST) since July 2021 and of blackcomputeHER since July 2018. Previously, Ms. Ahmed served as a managing director at Alphabet Inc. (Nasdaq: GOOG, GOOGL) from July 2021 to April 2024. From September 2018 to July 2021, Ms.
Asmau Ahmed has served as our independent director since November 2024. Ms. Ahmed currently serves as the director of QuinStreet, Inc (Nasdaq: QNST) since July 2021 and of blackcomputeHER since July 2018. Previously, Ms. Ahmed served as a managing director at Alphabet Inc. (Nasdaq: GOOGL, GOOG) from July 2021 to April 2024. From September 2018 to July 2021, Ms.
In addition, the Board of Directors in its sole discretion may also permit payment through any of the methods: (i) services rendered, (ii) promissory note, (iii) surrender of shares, (iv) exercise/sale, (v) net exercise, and (vi) other forms of payment. Restricted Share Unit Award Agreement.
In addition, the Board in its sole discretion may also permit payment through any of the methods: (i) services rendered, (ii) promissory note, (iii) surrender of shares, (iv) exercise/sale, (v) net exercise, and (vi) other forms of payment. Restricted Share Unit Award Agreement.
Under the 2016 Share Plan, each award of restricted share unit award shall be evidenced by a Restricted Share Unit Award Agreement between the Grantee and our company. Each Restricted Share Unit Award may or may not be subject to vesting, as determined by the Board of Directors in its sole discretion.
Under the 2016 Share Plan, each award of restricted share unit award shall be evidenced by a restricted share unit award agreement between the grantee and our company. Each restricted share unit award may or may not be subject to vesting, as determined by the Board in its sole discretion.
Settlement of any vested Restricted Share Unit Award may be made in the form of (a) shares, (b) cash or (c) any combination of both, as determined by the Board of Directors in its sole discretion.
Settlement of any vested restricted share unit award may be made in the form of (a) shares, (b) cash or (c) any combination of both, as determined by the Board in its sole discretion.
Ahmed served as an SVP/managing director at Bank of America. From September 2016 to August 2018, Ms. Ahmed served as a digital product executive at Capital One. From January 2012 to December 2017, Ms. Ahmed was a founder, chief executive officer, and board member at Plum Perfect. From September 2006 to November 2012, Ms.
Ahmed served as an SVP/managing director at Bank of America. From September 2016 to August 2018, Ms. Ahmed served as a digital product executive at Capital One (NYSE: COF). From January 2012 to December 2017, Ms. Ahmed was a founder, chief executive officer, and board member at Plum Perfect. From September 2006 to November 2012, Ms.
The registered address of each of HSG Venture VI Holdco, Ltd. and HSG Venture VII Holdco, Ltd. is Suite 3613, 36/F, Two Pacific Place, 88 Queensway, Hong Kong. Information set forth above is based upon HSG Venture VI Holdco, Ltd.’s Schedule 13G filing with the SEC on February 14, 2025.
The registered address of each of HSG Venture VI Holdco, Ltd. and HSG Venture VII Holdco, Ltd. is Suite 3613, 36/F, Two Pacific Place, 88 Queensway, Hong Kong. Information set forth above is based upon HSG Venture VI Holdco, Ltd.’s Schedule 13G filing with the SEC on November 14, 2025.
In accordance with our ninth amended and restated articles of association that is currently effective, the functions and powers of our board of directors include, among others, (i) convening shareholders’ annual general meetings and reporting its work to shareholders at such meetings, (ii) declaring dividends, appointing officers and determining their terms of offices and responsibilities, and (iii) approving the transfer of shares of our company, including the registering of such shares in our share register.
In accordance with our tenth amended and restated memorandum and articles of association that is currently effective, the functions and powers of our board of directors include, among others, (i) convening shareholders’ annual general meetings and reporting its work to shareholders at such meetings, (ii) declaring dividends, appointing officers and determining their terms of offices and responsibilities, and (iii) approving the transfer of shares of our company, including the registering of such shares in our share register.
Interested Transactions A director may, subject to any separate requirement for audit committee approval under applicable law or applicable Nasdaq rules, vote in respect of any contract or transaction in which he or she is interested, provided that the nature of the interest of any directors in such contract or transaction is disclosed by him or her at or prior to its consideration and any vote in that matter. 6.D.
Interested Transactions A director may, subject to any separate requirement for audit committee approval under applicable law or applicable Nasdaq rules, vote in respect of any contract or transaction in which he or she is interested, provided that the nature of the interest of any directors in such contract or transaction is disclosed by him or her at or prior to its consideration and any vote in that matter. 145 Table of Contents 6.D.
Asmau Ahmed. A director is not required to hold any shares in our company to qualify to serve as a director. The Corporate Governance Rules of the Nasdaq generally require that a majority of an issuer’s board of directors must consist of independent directors.
A director is not required to hold any shares in our company to qualify to serve as a director. The Corporate Governance Rules of the Nasdaq generally require that a majority of an issuer’s board of directors must consist of independent directors.
In addition, each executive officer has agreed to be bound by certain non-competition and non-solicitation restrictions during the term of his or her employment and for two years following the last date of employment. We have also entered into indemnification agreements with each of our directors and executive officers.
In addition, each executive officer has agreed to be bound by certain non-competition and non-solicitation restrictions during the term of his or her employment and for two years following the last date of employment. 139 Table of Contents We have also entered into indemnification agreements with each of our directors and executive officers.
Lou is well-known as a top computer programmer, who is a 16-year medalist of the TopCoder competitions and 2-time champion of the global programming competition Google Code Jam. 137 Table of Contents Mr. Fei Zhang joined Pony in 2017 and currently serves as our director. Currently, Mr.
Lou is well-known as a top computer programmer, who is a 16-year medalist of the TopCoder competitions and 2-time champion of the global programming competition Google Code Jam. Mr. Fei Zhang joined Pony in 2017 and currently serves as our director. Currently, Mr.
He studied under the tutelage of Academician Yao Qizhi (the only Turing Award winner in China), and was a member of the first Yao Class of Tsinghua University. He received a bachelor’s degree in computer science and technology from Tsinghua University and a master’s degree in computer science from the University of Waterloo in Canada. Mr.
He studied under the tutelage of Academician Yao Qizhi (the only Turing Award winner in China), and was a member of the first Yao Class of Tsinghua University. He received a bachelor’s degree in computer science from Tsinghua University and a master’s degree in computer science from the University of Waterloo in Canada. Dr.
Wang worked at IBM (NYSE: IBM) as an advisory software engineer from 2009 to 2014 and worked at Shanghai Online as software engineer from 1998 to 2001. Dr. Wang holds a bachelor’s degree in information and control engineering from Shanghai Jiao Tong University and a Ph.D. in computer science from University of Southern California. Mr.
Wang worked at IBM (NYSE: IBM) as an advisory software engineer from 2009 to 2014 and worked at Shanghai Online as software engineer from 1998 to 2001. Dr. Wang holds a bachelor’s degree in information engineering from Shanghai Jiao Tong University and a Ph.D. in computer science from University of Southern California. 138 Table of Contents Mr.
Jun Peng ​ — ​ — ​ — ​ — Dr. Tiancheng Lou ​ * ​ N/A (1) ​ December 4, 2024 ​ December 3, 2034 Mr. Fei Zhang ​ — ​ — ​ — ​ — Mr. Takeo Hamada — — — — Dr.
Jun Peng ​ — ​ — ​ — ​ — Dr. Tiancheng Lou ​ 354,167 ​ N/A (1) ​ December 4, 2024 ​ December 3, 2034 Mr. Fei Zhang ​ — ​ — ​ — ​ — Mr. Takeo Hamada — — — — Dr.
Vesting shall occur, in full or in installments, upon satisfaction of the conditions specified in the Restricted Share Unit Award Agreement. The holders of Restricted Share Unit Awards shall have no voting rights. Settlement of Restricted Share Unit Awards.
Vesting shall occur, in full or in installments, upon satisfaction of the conditions specified in the restricted share unit award agreement. The holders of restricted share unit awards shall have no voting rights. 140 Table of Contents Settlement of Restricted Share Unit Awards.
In addition, an amendment effecting any other material change to the term of the 2016 Share Plan will be subject to approval of our company’s shareholders only if required by applicable law.
In addition, an amendment effecting any other material change to the term of the 2016 Share Plan will be subject to approval of our company’s shareholders only if required by applicable law. Shareholder approval shall not be required for any other amendment of the 2016 Share Plan.
Share Ownership The following table sets forth information concerning the beneficial ownership of our ordinary shares as of April 10, 2025, by: ● each of our directors and executive officers; and ● each person known to us to beneficially own more than 5% of our ordinary shares. We have adopted a dual-class voting structure. Dr.
Share Ownership The following table sets forth information concerning the beneficial ownership of our ordinary shares as of March 31, 2026, by: ● each of our directors and executive officers; and ● each person known to us to beneficially own more than 5% of our ordinary shares. We have adopted a dual-class voting structure. Dr.
These shares, however, are not included in the computation of the percentage ownership of any other person. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Ordinary Shares Beneficially Owned as of April 10, 2025 ​ ​ Class A Ordinary ​ Class B Ordinary ​ Total ordinary ​ % of aggregate ​ ​ Shares Shares shares voting power*** ​ Directors and Executive Officers:† ​ ​ ​ ​ ​ ​ ​ ​ Dr.
These shares, however, are not included in the computation of the percentage ownership of any other person. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Ordinary Shares Beneficially Owned as of March 31, 2026 ​ ​ Class A Ordinary ​ Class B Ordinary ​ Total ordinary ​ % of aggregate ​ ​ ​ ​ ​ Shares ​ ​ ​ Shares ​ ​ ​ shares ​ ​ ​ voting power* ​ Directors and Executive Officers:† ​ ​ ​ ​ ​ ​ ​ ​ Dr.
Asmau Ahmed qualifies as an “audit committee financial expert.” The audit committee oversees our accounting and financial reporting processes and the audits of the financial statements of our company.
Mark Qiu qualifies as an “audit committee financial expert.” The audit committee oversees our accounting and financial reporting processes and the audits of the financial statements of our company.
The nominating and corporate governance committee assists the board in selecting individuals qualified to become our directors and in determining the composition of the board and its committees.
The nomination committee assists the board in selecting individuals qualified to become our directors and in determining the composition of the board and its committees.
Asmau Ahmed satisfies the requirements of Rule 5605(a)(2) of the Listing Rules of the Nasdaq and meets the independence standards under Rule 10A-3 under the Securities Exchange Act of 1934, as amended. We have determined that each of Mr. Jackson Tai, Dr. Mark Qiu and Ms.
Asmau Ahmed satisfies the requirements of Rule 5605(a)(2) of the Listing Rules of the Nasdaq and meets the independence standards under Rule 10A-3 under the Securities Exchange Act of 1934, as amended. We have determined that Dr.
Employees We pride ourselves on the talent, passion, and dedication of our employees, who are united in our vision to make autonomous mobility safe, sustainable and accessible to people and businesses around the world. We had a total of 1,460 employees as of December 31, 2024. A substantial majority of our employees are based in China.
Employees We pride ourselves on the talent, passion, and dedication of our employees, who are united in our vision to make autonomous mobility safe, sustainable and accessible to people and businesses around the world. We had a total of 1,669 employees as of December 31, 2025.
Compensation Committee. Our compensation committee consists of Dr. Jun Peng, Mr. Fei Zhang and Dr. Mark Qiu and is chaired by Dr. Jun Peng. We have determined that Dr. Mark Qiu satisfies the “independence” requirements of Rule 5605(a)(2) of the Listing Rules of the Nasdaq.
Our compensation committee consists of Dr. Jun Peng, Dr. Mark Qiu and Ms. Asmau Ahmed, and is chaired by Dr. Mark Qiu. We have determined that each of Dr. Mark Qiu and Ms. Asmau Ahmed satisfies the “independence” requirements of Rule 5605(a)(2) of the Listing Rules of the Nasdaq.
Each Class B ordinary share is convertible into one Class A ordinary share at any time by the holder thereof, while Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. † The address of our directors and executive officers is 13 F, Mingzhu Development Building, Nansha District, Guangzhou, Guangdong, People’s Republic of China. 146 Table of Contents (1) Represents (i) 57,978,000 Class B ordinary shares held of record by Dr.
Each Class B ordinary share is convertible into one Class A ordinary share at any time by the holder thereof, while Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. † The address of our directors and executive officers is 13 F, Mingzhu Development Building, Nansha District, Guangzhou, Guangdong, People’s Republic of China.
The sole shareholder of HSG Venture VII Holdco, Ltd. is HongShan Capital Venture Fund VII, L.P., whose general partner is HSG Venture VII Management, L.P. The general partner of HSG Venture VII Management, L.P. is HSG Holding Limited. HSG Holding Limited is wholly owned by SNP China Enterprises Limited, which is in turn wholly owned by Mr. Neil Nanpeng Shen.
The general partner of HSG Venture VII Management, L.P. is HSG Holding Limited. HSG Holding Limited is wholly owned by SNP China Enterprises Limited, which is in turn wholly owned by Mr. Neil Nanpeng Shen.
The audit committee is responsible for, among other things: ● reviewing and recommending to our board for approval, the appointment, re-appointment or removal of the independent auditor, after considering its annual performance evaluation of the independent auditor; ● approving the remuneration and terms of engagement of the independent auditor and pre-approving all auditing and non-auditing services permitted to be performed by our independent auditors at least annually; ● obtaining a written report from our independent auditor describing matters relating to its independence and quality control procedures; ● reviewing with the independent registered public accounting firm any audit problems or difficulties and management’s response; ● discussing with our independent auditor, among other things, the audits of the financial statements, including whether any material information should be disclosed, issues regarding accounting and auditing principles and practices; ● reviewing and approving all proposed related party transactions, as defined in Item 404 of Regulation S-K under the Securities Act; 142 Table of Contents ● reviewing and recommending the financial statements for inclusion within our quarterly earnings releases and to our board for inclusion in our annual reports; ● discussing the annual audited financial statements with management and the independent registered public accounting firm; ● reviewing the adequacy and effectiveness of our accounting and internal control policies and procedures and any special steps taken to monitor and control major financial risk exposures; ● at least annually, reviewing and reassessing the adequacy of the committee charter; ● approving annual audit plans, and undertaking an annual performance evaluation of the internal audit function; ● establishing and overseeing procedures for the handling of complaints and whistleblowing; ● meeting separately and periodically with management and the independent registered public accounting firm; ● monitoring compliance with our code of business conduct and ethics, including reviewing the adequacy and effectiveness of our procedures to ensure proper compliance; and ● reporting regularly to the board.
The audit committee is responsible for, among other things: ● the appointment, re-appointment or removal of the independent auditor, after considering its annual performance evaluation of the independent auditor; ● approving the remuneration and terms of engagement of the independent auditor and pre-approving all auditing and non-auditing services permitted to be performed by our independent auditors at least annually; ● discussing with our independent auditor, among other things, the audits of the financial statements, including whether any material information should be disclosed, issues regarding accounting and auditing principles and practices; ● reviewing and approving all proposed related party transactions, as defined in Item 404 of Regulation S-K under the Securities Act , subject to further approval by the board ; ● reviewing the adequacy and effectiveness of our accounting and internal control policies and procedures and any special steps taken to monitor and control major financial risk exposures; ● reviewing and reassessing the adequacy of the committee charter annually ; ● approving annual audit plans, and undertaking an annual performance evaluation of the internal audit function; ● monitoring compliance with our code of business conduct and ethics, and establishing and overseeing procedures for the handling of complaints and whistleblowing; ● meeting separately and periodically with management and the independent registered public accounting firm; ● reporting regularly to the board ; and ● assuming other duties and responsibilities as required under the Hong Kong Listing Rules. 143 Table of Contents Compensation Committee.
A director will be removed from office automatically if, among other things, the director (i) becomes bankrupt or makes any arrangement or composition with his creditors; (ii) dies or is found by our company to be of unsound mind; (iii) resigns by notice in writing to our company; (iv) is prohibited by any applicable law or rules of the Nasdaq from being a director; and (v) is removed from office pursuant to any other provisions of our ninth amended and restated memorandum and articles of association.
The office of a director shall be vacated if, among other things, the director (i) gives notice in writing to our Company that he or she resigns the office of director; (ii) dies, becomes bankrupt or makes any arrangement or composition with his or her creditors generally; (iii) is prohibited by any applicable law or rules of the Nasdaq or The Stock Exchange of Hong Kong Limited from being a director; (iv) is found to be or becomes of unsound mind; and (v) is removed from office pursuant to any other provisions of our tenth amended and restated memorandum and articles of association.
HSG Venture VI Holdco, Ltd. is wholly owned by HongShan Capital Venture Fund VI, L.P. The general partner of HongShan Capital Venture Fund VI, L.P. is HSG Venture VI Management, L.P., whose general partner is HSG Holding Limited.
The general partner of HongShan Capital Venture Fund VI, L.P. is HSG Venture VI Management, L.P., whose general partner is HSG Holding Limited. The sole shareholder of HSG Venture VII Holdco, Ltd. is HongShan Capital Venture Fund VII, L.P., whose general partner is HSG Venture VII Management, L.P.
Peng served as the Chief Architect of Baidu (Nasdaq: BIDU, HKEX: 9888) from 2011 to 2016, in charge of the R&D of Baidu’s autonomous driving unit. Prior to that, Dr. Peng worked as a software engineer at Alphabet Inc. (Nasdaq: GOOGL, GOOG) between 2005 and 2011, specializing in back-end and front-end advertising systems. Dr.
Peng served as the Chief Architect of Baidu (Nasdaq: BIDU, HKEX: 9888) from 2011 to 2016, in charge of the R&D of Baidu’s autonomous driving unit. Prior to that, Dr. Peng worked as a software engineer at Alphabet Inc.
(2) Represents (i) 110,828 Class A ordinary shares held of record by IWAY LLC, a Delaware company wholly owned by Dr. Tiancheng Lou, (ii) 19,068,770 Class B ordinary shares held of record by IWAY LLC, and (iii) 2,020,000 Class B ordinary shares held of record by Amber Luna Lou Irrevocable Trust for the benefit of Dr. Tiancheng Lou.
Tiancheng Lou, (ii i ) 19,068,770 Class B ordinary shares held of record by IWAY LLC, and ( iv ) 2,020,000 Class B ordinary shares held of record by Amber Luna Lou Irrevocable Trust for the benefit of Dr. Tiancheng Lou.
Our nominating and corporate governance committee consists of Dr. Jun Peng, Mr. Fei Zhang and Dr. Mark Qiu, and is chaired by Dr. Jun Peng. We have determined that Dr. Mark Qiu satisfies the “independence” requirements of Rule 5605(a)(2) of the Listing Rules of the Nasdaq.
Corporate Governance Committee. Our corporate governance committee consists of Mr. Jackson Tai, Dr. Mark Qiu and Ms. Asmau Ahmed, and is chaired by Dr. Mark Qiu. We have determined that each of Mr. Jackson Tai, Dr. Mark Qiu and Ms. Asmau Ahmed satisfies the “independence” requirements of Rule 5605(a)(2) of the Listing Rules of the Nasdaq.
Ning Zhang joined Pony in November 2017 and has been serving as our vice president since then. Mr. Zhang currently serves as our vice president, head of our autonomous driving system and the general manager of our Beijing office. Prior to joining Pony, Mr. Zhang worked at Alphabet Inc. (Nasdaq: GOOGL, GOOG) as an engineer from 2015 to 2017.
Ning Zhang has served as our vice president since 2017. Mr. Zhang currently serves as our vice president, general manager of our Beijing R&D Center and head of our autonomous driving system. Prior to joining Pony, Mr. Zhang worked at Alphabet Inc. (Nasdaq: GOOGL, GOOG) as an engineer from 2014 to 2017.
Shareholder approval shall not be required for any other amendment of the 2016 Share Plan. 140 Table of Contents The following table summarizes, as of April 10, 2025, the number of Class A ordinary shares underlying options, restricted share units and other equity awards that we granted to our directors and executive officers and are outstanding: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Class A Ordinary ​ ​ ​ ​ ​ Shares Underlying ​ Purchase or ​ ​ ​ ​ ​ ​ Options or Restricted ​ Exercise Price ​ ​ ​ ​ ​ ​ Share Units ​ (US$/Share) ​ Date of Grant ​ Date of Expiration Dr.
The following table summarizes, as of December 31, 2025, the number of Class A ordinary shares underlying options, restricted share units and other equity awards that we granted to our current directors and executive officers and are outstanding under the 2016 Share Plan: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Class A Ordinary ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Shares Underlying ​ Purchase or ​ ​ ​ ​ ​ ​ Options or Restricted ​ Exercise Price ​ ​ ​ ​ ​ ​ Share Units ​ (US$/Share) ​ Date of Grant ​ Date of Expiration Dr.
A director may vote in respect of any contract or proposed contract or arrangement notwithstanding that he/she may be interested therein and if he/she does so, his/her vote shall be counted and he/she may be counted in the quorum at any meeting of the directors at which any such contract or proposed contract or arrangement is considered.
Subject to the Nasdaq rules and the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (“Hong Kong Listing Rules”), a director may vote in respect of any contract or proposed contract or arrangement notwithstanding that he/she may be interested therein and if he/she does so, his/her vote shall be counted and he/she may be counted in the quorum at any meeting of the directors at which any such contract or proposed contract or arrangement is considered.
Jun Peng, (ii) 1,011,000 Class B ordinary shares held of record by Alicia Peng Irrevocable Trust for the benefit of Dr. Jun Peng, (iii) 1,011,000 Class B ordinary shares held of record by Selena Peng Irrevocable Trust for the benefit of Dr.
Jun Peng , (iii) 1,011,000 Class B ordinary shares held of record by Alicia Peng Irrevocable Trust for the benefit of Dr. Jun Peng, and (i v ) 1,011,000 Class B ordinary shares held of record by Selena Peng Irrevocable Trust for the benefit of Dr. Jun Peng. T he sole trustee of the Voting Trust is Dr.
The calculations in the table below are based on 355,292,553 ordinary shares, including 274,203,783 Class A ordinary shares and 81,088,770 Class B ordinary shares issued and outstanding as of April 10, 2025. 145 Table of Contents Beneficial ownership is determined in accordance with the rules and regulations of the SEC.
The calculations in the table below are based on 433,541,553 ordinary shares, including 352,452,783 Class A ordinary shares and 81,088,770 Class B ordinary shares issued and outstanding as of March 31, 2026. 146 Table of Contents Beneficial ownership is determined in accordance with the rules and regulations of the SEC.
The following table sets forth the breakdowns of our employees by functions as of December 31, 2024: ​ ​ ​ ​ ​ ​ ​ ​ Number of ​ Function Employees Percentage ​ Research and development ​ 700 ​ 48.0 % Technology deployment and production 205 14.0 % Operation 396 27.1 % Sales, general and administration 159 10.9 % Total 1,460 100.0 % ​ We believe that we maintain a good working relationship with our employees, and we have not experienced any material labor disputes in the past.
The following table sets forth the breakdowns of our employees by functions as of December 31, 2025: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Number of ​ ​ ​ ​ Function ​ Employees ​ Percentage ​ Research and development ​ 745 ​ 44.6 % Technology deployment and production 255 15.3 % Operation 481 28.8 % Sales, general and administration 188 11.3 % Total 1,669 100.0 % ​ We believe that we maintain a good working relationship with our employees, and we have not experienced any material labor disputes in the past.
Jackson Tai, Dr. Mark Qiu and Ms. Asmau Ahmed, and is chaired by Mr. Jackson Tai. We have determined that each of Mr. Jackson Tai, Dr. Mark Qiu and Ms.
Each committee’s members and functions are described below. Audit Committee. Our audit committee consists of Mr. Jackson Tai, Dr. Mark Qiu and Ms. Asmau Ahmed, and is chaired by Mr. Jackson Tai. We have determined that each of Mr. Jackson Tai, Dr. Mark Qiu and Ms.
At Baidu, he was recognized as the youngest Principal Engineer. Prior to that, Dr. Lou worked as an engineer at Alphabet Inc. (Nasdaq: GOOGL, GOOG) from 2012 to 2016 and joined their autonomous driving unit in his last year there. Dr. Lou holds a bachelor’s degree in computer science and a Ph.D. degree in computer science from Tsinghua University. Dr.
(Nasdaq: GOOGL, GOOG) from 2012 to 2016 and joined their autonomous driving unit in his last year there. Dr. Lou holds a bachelor’s degree in computer science and a Ph.D. degree in computer science from Tsinghua University. Dr.
The compensation committee is responsible for, among other things: ● overseeing the development and implementation of compensation programs in consultation with our management; ● at least annually, reviewing and approving, or recommending to the board for its approval, the compensation for our executive officers; ● at least annually, reviewing and recommending to the board for determination with respect to the compensation of our non-executive directors; ● at least annually, reviewing periodically and approving any incentive compensation or equity plans, programs or other similar arrangements; ● reviewing executive officer and director indemnification and insurance matters; ● overseeing our regulatory compliance with respect to compensation matters, including our policies on restrictions on compensation plans and loans to directors and executive officers; ● at least annually, reviewing and reassessing the adequacy of the committee charter; ● selecting compensation consultant, legal counsel or other adviser only after taking into consideration all factors relevant to that person’s independence from management; and ● reporting regularly to the board. 143 Table of Contents Nominating and Corporate Governance Committee.
The compensation committee is responsible for, among other things: ● overseeing the development and implementation of compensation programs in consultation with our management; ● reviewing and approving the compensation for our executive officers; ● reviewing and recommending to the board for determination with respect to the compensation of our non-executive directors; ● reviewing and recommending to the board for any incentive compensation or equity plans, programs or other similar arrangements; ● reviewing and reassessing the adequacy of the committee charter annually; ● selecting compensation consultant, legal counsel or other adviser only after taking into consideration all factors relevant to that person’s independence from management; ● reporting regularly to the board ; and ● assuming other duties and responsibilities as required under the Hong Kong Listing Rules.
As of April 10, 2025, the total number of Class A ordinary shares underlying the options and restricted share units that we granted to directors and executive officers as a group and are outstanding was 5,574,906.
As of December 31, 2025, the total number of Class A ordinary shares underlying the options and restricted share units that we granted to our current directors and executive officers as a group and are outstanding was 1,429,923 under the 2016 Share Plan.
We have not set aside or accrued any amount to provide for pension, retirement or other similar benefits to our directors and executive officers. For equity incentive grants to our directors and executive officers, see “ — Equity Incentive Plans.” Employment Agreements and Indemnification Agreements We have entered into employment agreements with each of our executive officers.
For equity incentive grants to our directors and executive officers, see “ — Equity Incentive Plans.” Employment Agreements and Indemnification Agreements We have entered into employment agreements with each of our executive officers.
Asmau Ahmed — — — — ​ All directors and executive officers as a group 5,895,899 81,088,770 24.3 % 75.1 % Principal Shareholders: ​ ​ ​ ​ ​ ​ ​ ​ ​ Dr.
Asmau Ahmed 7,525 — 0.0 % 0.0 % All directors and executive officers as a group 3,615,088 81,088,770 19.5 % 70.0 % Principal Shareholders: ​ ​ ​ ​ ​ ​ ​ ​ ​ Dr.
Holders of Class A ordinary shares and Class B ordinary shares have the same rights except for voting and conversion rights. Each Class A ordinary share is entitled to one vote and each Class B ordinary share is entitled to ten (10) votes.
Holders of Class A ordinary shares and Class B ordinary shares have the same rights except for voting and conversion rights.
From 1990 to 1993, Dr. Qiu served as a staff consultant with RHR International. Dr. Qiu received a Bachelor of Science degree from Hangzhou University in 1984, and a Ph.D. and a Master of Science degree in decision science from the University of Texas at Arlington in 1990, and an MBA from the Massachusetts Institute of Technology in 1998. Ms.
Qiu received a Bachelor of Science degree from Hangzhou University in 1984, a Master of Science in decision science from the University of Texas at Arlington in 1987, a Doctor of Philosophy in decision science from the same institution in 1990, and an MBA from the Massachusetts Institute of Technology in 1998. Ms.
A director who is in any way, whether directly or indirectly, interested in a contract or proposed contract with our company is required to declare the nature of his or her interest at a meeting of our directors.
We rely on this “home country practice” exception and do not have a majority of independent directors serving on our board of directors. 142 Table of Contents A director who is in any way, whether directly or indirectly, interested in a contract or proposed contract with our company is required to declare the nature of his or her interest at a meeting of our directors.
Luyi Mo 36 Vice President Tian Gao Esq. 40 Vice President, Chief of Staff, General Counsel Mr. Jackson Tai 74 Independent Director Dr. Mark Qiu 61 Independent Director Ms. Asmau Ahmed 46 Independent Director ​ Dr. Jun Peng co-founded Pony in 2016 and currently serves as Chairman of the Board and our Chief Executive Officer. Prior to co-founding Pony, Dr.
Mark Qiu 62 Independent Director Ms. Asmau Ahmed 47 Independent Director ​ Dr. Jun Peng co-founded Pony in 2016 and currently serves as Chairman of the Board and our Chief Executive Officer. Prior to co-founding Pony, Dr.
Haojun Wang * US$0.0005 ​ December 5, 2016 ​ December 4, 2026 ​ ​ ​ N/A (1) ​ Various dates from February 24, 2021 to December 4, 2024 ​ Various dates from February 23, 2031 to December 3, 2034 Mr.
Haojun Wang 115,517 US$0.0005 ​ December 5, 2016 ​ December 4, 2026 ​ ​ 350,969 N/A (1) ​ Various dates from May 15, 2023 to December 4, 2024 ​ Various dates from May 14, 2033 to December 3, 2034 Mr.
The nominating and corporate governance committee is responsible for, among other things: ● recommending nominees to the board for election or re-election to the board, or for appointment to fill any vacancy on the board; ● reviewing annually with the board the current composition of the board with regards to characteristics such as independence, knowledge, skills, experience, expertise, diversity and availability of service to us; ● developing and recommending to our board such policies and procedures with respect to nomination or appointment of members of our board and chairs and members of its committees or other corporate governance matters as may be required pursuant to any SEC or Nasdaq rules, or otherwise considered desirable and appropriate; ● selecting and recommending to the board the names of directors to serve as members of the audit committee and the compensation committee, as well as of the nominating and corporate governance committee itself; ● at least annually, reviewing and reassessing the adequacy of the committee charter; ● developing and reviewing at least annually the corporate governance principles adopted by the board and advising the board with respect to significant developments in the law and practice of corporate governance and our compliance with such laws and practices; and ● evaluating the performance and effectiveness of the board as a whole.
The nomination committee is responsible for, among other things: ● recommending nominees to the board for election or re-election to the board, or for appointment to fill any vacancy on the board; ● reviewing annually with the board the current composition of the board with regards to characteristics such as independence, knowledge, judgment, skills, experience, expertise, diversity and availability of service to us; ● selecting and recommending to the board the names of directors to serve as members of the audit committee , the compensation committee and the corporate governance committee , as well as of the nominati on committee itself; ● reviewing and reassessing the adequacy of the committee charter; and ● support ing our regular evaluation of the performance and effectiveness of the board as a whole.
Asmau Ahmed * N/A (1) ​ December 4, 2024 ​ December 3, 2034 All directors and executive officers as a group 5,574,906 — ​ — ​ — Notes: * Less than 1% of our total outstanding shares. (1) No exercise price with respect to restricted share units held by such individual(s).
Asmau Ahmed — — ​ — ​ — All directors and executive officers as a group 1,429,923 — ​ — ​ — Notes: (1) No exercise price with respect to restricted share units held by such individual(s).
Luyi Mo joined Pony in 2018 and currently serves as our vice president and head of the Guangzhou and Shenzhen offices. She is responsible for management of our Guangzhou and Shenzhen offices as well as our robotaxi service and operation. Prior to joining Pony, Dr.
Luyi Mo joined Pony in 2018 and currently serves as our vice president. She is responsible for overseeing our Guangzhou and Shenzhen offices as well as our robotaxi service and operation. Prior to joining Pony, Dr. Mo worked as a senior software engineer at NetEase (Nasdaq: NTES, HKEX: 9999), specializing in game engine development. Dr.
Ning Zhang * US$0.82 ​ July 18, 2019 ​ July 17, 2029 ​ * N/A (1) ​ Various dates from March 30, 2018 to December 4, 2024 ​ Various dates from March 29, 2028 to December 3, 2034 Mr.
Ning Zhang 10,417 US$0.82 ​ July 18, 2019 ​ July 17, 2029 ​ 324,669 N/A (1) ​ Various dates from May 28, 2021 to December 4, 2024 ​ Various dates from May 27, 2031 to December 3, 2034 Dr.
Currently, Mr. Tai serves as the non-executive directors of WuXi Biologics (HKEX: 2269), SEED Therapeutics and Novita Pharmaceutical since 2023. From 2008 to 2023, Mr. Tai held various director positions in Eli Lilly and Company (NYSE: LLY), HSBC Holdings plc (NYSE: HSBC, LSEG: HSBA, HKEX: 0005) and Mastercard Incorporated (NYSE: MA). Prior to that, Mr.
Tai held various director positions in Eli Lilly and Company (NYSE: LLY), HSBC Holdings plc (NYSE: HSBC, LSEG: HSBA, HKEX: 0005) and Mastercard Incorporated (NYSE: MA). Prior to that, Mr.
Jun Peng 50 Chairman of the Board, Co-founder, Chief Executive Officer Dr. Tiancheng Lou 39 Director, Co-founder, Chief Technology Officer Mr. Fei Zhang 52 Director Mr. Takeo Hamada 57 Director Dr. Haojun Wang 48 Chief Financial Officer Mr. Ning Zhang 39 Vice President Mr. Hengyu Li 42 Vice President Dr.
Jun Peng 51 Chairman of the Board, Co-founder, Chief Executive Officer Dr. Tiancheng Lou 40 Director, Co-founder, Chief Technology Officer Mr. Fei Zhang 53 Director Mr. Takeo Hamada 58 Director Dr. Haojun Wang 49 Chief Financial Officer Mr. Ning Zhang 40 Vice President Dr. Luyi Mo 37 Vice President Mr. Jackson Tai 75 Independent Director Dr.
However, the Corporate Governance Rules of the Nasdaq permit foreign private issuers like us to follow “home country practice” in certain corporate governance matters. We rely on this “home country practice” exception and do not have a majority of independent directors serving on our board of directors.
However, the Corporate Governance Rules of the Nasdaq permit foreign private issuers like us to follow “home country practice” in certain corporate governance matters.
Luyi Mo * US$0.63 to US$1.65 ​ September 5, 2018 and April 23, 2020 ​ September 4, 2028 and April 22, 2030 ​ * N/A (1) ​ Various dates from May 28, 2021 to December 4, 2024 ​ Various dates from May 27, 2031 to December 3, 2034 Tian Gao Esq. * N/A (1) ​ Various dates from May 28, 2021 to December 4, 2024 ​ Various dates from May 27, 2031 to December 3, 2034 Mr.
Luyi Mo 13,334 US$1.65 ​ April 23, 2020 ​ April 22, 2030 ​ ​ 260,850 ​ N/A (1) ​ Various dates from May 28, 2021 to December 4, 2024 ​ Various dates from May 27, 2031 to December 3, 2034 Mr. Jackson Peter Tai — — ​ — ​ — Dr. Mark Qiu — — ​ — ​ — Ms.
The 2016 Share Plan shall be administered by one or more committees and each Committee shall consist of one or more members of the Board of Directors who have been appointed by the Board of Directors. Eligibility.
Options may be ISOs (as described in Code Section 422(b)) intended to qualify under Code Section 422 or non-statutory options not intended to so qualify. Plan Administration. The 2016 Share Plan shall be administered by one or more committees and each committee shall consist of one or more members of the Board who have been appointed by the Board. Eligibility.
The following paragraphs summarize the terms of the 2016 Share Plan. Types of Awards. The 2016 Share Plan permits the direct award or sale of shares and the grant of options to purchase shares or restricted share units. Options may be ISOs intended to qualify under Code Section 422 or non-statutory options not intended to so qualify. Plan Administration.
The 2016 Share Plan does not involve any further grant of awards by the Company after the Listing. The following paragraphs summarize the terms of the 2016 Share Plan. Types of Awards. The 2016 Share Plan permits the direct award or sale of shares and the grant of options to purchase shares or restricted share units.
Peng obtained a bachelor’s degree from Tsinghua University, a master’s degree from the State University of New York-Buffalo, and a Ph.D. degree from Stanford University. Dr. Tiancheng Lou co-founded Pony in 2016 and currently serves as a Director and our Chief Technology Officer. Prior to co-founding Pony, Dr. Lou worked at Quora and Baidu (Nasdaq: BIDU, HKEX: 9888).
Tiancheng Lou co-founded Pony in 2016 and currently serves as a Director and our Chief Technology Officer. Prior to co-founding Pony, Dr. Lou worked at Quora and Baidu (Nasdaq: BIDU, HKEX: 9888). At Baidu, he was recognized as the youngest Principal Engineer. Prior to that, Dr. Lou worked as an engineer at Alphabet Inc.
In addition, in the event of a tied vote at a board meeting, the chairman of our board of directors has, in addition to his personal vote, the right to cast a tie-breaking vote. 144 Table of Contents Terms of Directors and Officers Our officers are elected by and serve at the discretion of the board.
In addition, in case of an equality of votes at a board meeting, the chairman of our board of directors has a second or casting vote. Terms of Directors and Officers Our officers are elected by and serve at the discretion of the board.
In addition, 26,461,410 Class A ordinary shares were held by the depositary of our ADS program, a record holder in the United States as of the same date. We are not aware of any arrangement that may, at a subsequent date, result in a change of control of our company.
In addition, 169,489,156 Class A ordinary shares were held by the depositary of our ADS program, a record holder in the United States as of the same date.
Jun Peng (1) ​ 608,122 ​ 60,000,000 ​ 17.1 % 55.4 % Dr. Tiancheng Lou (2) 110,828 21,088,770 6.0 % 19.4 % Mr. Fei Zhang * — * * ​ Mr. Takeo Hamada — — — — ​ Dr. Haojun Wang * — * * ​ Mr. Ning Zhang * — * * ​ Mr.
Jun Peng (1) ​ — ​ 60,000,000 ​ 13.8 % 51.6 % Dr. Tiancheng Lou (2) 191,025 21,088,770 4.9 % 18.1 % Mr. Fei Zhang 1,031,880 — 0.2 % 0.1 % Mr. Takeo Hamada — — — — ​ Dr. Haojun Wang 1,421,543 — 0.3 % 0.1 % Mr. Ning Zhang 612,539 — 0.1 % 0.1 % Dr.
Jun Peng (1) 608,122 60,000,000 17.1 % 55.4 % Toyota Motor Corporation (3) 42,453,831 — 11.9 % 3.9 % Entities affiliated with HongShan (4) 32,307,267 — 9.1 % 3.0 % 2774719 Ontario Limited (5) 21,641,766 — 6.1 % 2.0 % Dr.
Jun Peng (1) — 60,000,000 13.8 % 51.6 % Toyota Motor Corporation (3) 42,453,831 — 9.8 % 3.6 % Entities affiliated with HongShan (4) 22,615,083 — 5.2 % 1.9 % Dr.
As of the same date, our employees and other qualified individuals other than members of our senior management as a group held a total of 7,946,404 outstanding share options and 21,036,983 outstanding restricted share units, which will entitle them to acquire 28,983,387 Class A ordinary shares of our company.
As of the same date, our employees and other qualified individuals other than members of our senior management as a group held a total of 1,481,737 outstanding share options and 6,868,950 outstanding restricted share units under the 2016 Share Plan, which will entitle them to acquire 8,350,687 Class A ordinary shares of our company. 141 Table of Contents 20 26 Share Scheme We adopted a new employee equity incentive scheme (the “2026 Share Scheme”) on April 2, 2026.
Mo received world champion at the 35 th Annual ACM International Collegiate Programming Contest World Finals in 2011, making her the first female world champion from China since 1977. Tian Gao Esq. joined Pony in 2021 and currently serves as our vice president and chief of staff.
Mo holds a bachelor’s degree in mathematics from Zhejiang University and a Ph.D. degree in computer science from the University of Hong Kong. During her university time, Dr. Mo received world champion at the 35 th Annual ACM International Collegiate Programming Contest World Finals in 2011, making her the first female world champion from China since 1977. Mr.
None of our directors has a service contract with us that provides for benefits upon termination of service as a director. Committees of the Board of Directors We established an audit committee, a compensation committee and a nominating and corporate governance committee. Each committee’s members and functions are described below. Audit Committee. Our audit committee consists of Mr.
None of our directors has a service contract with us that provides for benefits upon termination of service as a director.
Hengyu Li * — * * ​ Dr. Luyi Mo * — * * ​ Tian Gao Esq. * — * * ​ Mr. Jackson Tai — — — — ​ Dr. Mark Qiu — — — — ​ Ms.
Luyi Mo 335,526 — 0.1 % 0.0 % Mr. Jackson Tai 7,525 — 0.0 % 0.0 % Dr. Mark Qiu 7,525 — 0.0 % 0.0 % Ms.
Information set forth above is based upon Toyota Motor Corporation’s Schedule 13G filing with the SEC on February 14, 2025. (4) Represents (i) 27,177,430 Class A ordinary shares held of record by HSG Venture VI Holdco, Ltd., and (ii) 5,129,837 Class A ordinary shares held of record by HSG Venture VII Holdco, Ltd.
Information set forth above is based upon Toyota Motor Corporation’s Schedule 13G filing with the SEC on February 14, 2025.
Tiancheng Lou (2) 110,828 21,088,770 6.0 % 19.4 % IDG entities (6) 18,248,471 — 5.1 % 1.7 % 5Y Capital entities (7) 18,157,297 — 5.1 % 1.7 % * Less than 1% of our total outstanding shares on an as-converted basis. ** For each person and group included in this table, percentage ownership is calculated by dividing the number of shares beneficially owned by such person or group by the sum of (i) 355,292,553, being the number of Class A ordinary shares and Class B ordinary shares outstanding as of April 10, 2025, and (ii) the number of ordinary shares underlying share options held by such person or group that are exercisable within 60 days of April 10, 2025. *** For each person and group included in this column, percentage of voting power is calculated by dividing the voting power beneficially owned by such person or group by the voting power of all of our ordinary shares as a single class.
Tiancheng Lou (2) 191,025 21,088,770 4.9 % 18.1 % * For each person and group included in this column, percentage of voting power is calculated by dividing the voting power beneficially owned by such person or group by the voting power of all of our ordinary shares as a single class.
The maximum number of ordinary shares that may be issued pursuant to equity awards granted under the 2016 Share Plan is 58,427,257, subject to certain adjustments pursuant to the terms of the 2016 Share Plan. 139 Table of Contents As of April 10, 2025, awards with options to purchase a total of 8,756,871 share options and 25,801,422 restricted share units corresponding to a total of 34,558,293 underlying Class A ordinary shares had been granted and are outstanding under the 2016 Share Plan, among which 8,755,155 share options and 19,659,062 restricted share units had become vested.
As of December 31, 2025, awards with options to purchase a total of 1,621,005 share options and 8,159,605 restricted share units corresponding to a total of 9,780,610 underlying Class A ordinary shares had been granted and are outstanding under the 2016 Share Plan, among which 1,520,090 share options and 708 restricted share units had become vested.
Ahmed served as a management consultant at Deloitte. Ms. Ahmed received a bachelor’s degree from the University of Virginia and an MBA from Columbia Business School. 6.B. Compensation For the year ended December 31, 2024, we paid an aggregate of US$3.2 million in cash to our executive officers, and we did not pay any cash compensation to our non-executive directors.
Ahmed served as a management consultant at Deloitte. She has also been a member of the board of advisors of the Yale Entrepreneurial Society. Ms. Ahmed received a bachelor’s degree from the University of Virginia and an MBA from Columbia Business School. 6.B.
Information set forth above is based upon TMT General Partner Ltd.’s Schedule 13G filing with the SEC on February 10, 2025. As of April 10, 2025, a total of 2,435,389 Class A ordinary shares and 81,088,770 Class B ordinary shares were held by record holders in the United States, respectively, representing 23.5% of the outstanding ordinary shares.
To our knowledge, as of March 31, 2026, a total of 1,110,828 Class A ordinary shares and 81,088,770 Class B ordinary shares were held by record holders in the United States, respectively, representing 19.0% of the outstanding ordinary shares.
For discussions of our accounting policies and estimates for awards granted pursuant to the 2016 Share Plan, see “Item 5. Operating and Financial Review and Prospects—Critical Accounting Estimates—Share-based Compensation.” 141 Table of Contents 6.C. Board Practices Board of Directors Our board of directors consists of seven directors, including three independent directors, namely Mr. Jackson Tai, Dr. Mark Qiu and Ms.
No shareholder approval shall be required for any other amendment of the 2026 Share Scheme. 6.C. Board Practices Board of Directors Our board of directors consists of seven directors, including three independent non-executive directors, namely Mr. Jackson Tai, Dr. Mark Qiu and Ms. Asmau Ahmed.
Removed
Hengyu Li joined Pony in 2017 and currently serves as our vice president and business unit lead of robotruck. Mr. Li established our Beijing R&D center from scratch, and is currently overseeing our robotruck business. Prior to joining Pony, Mr.
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(Nasdaq: GOOGL, GOOG) between 2005 and 2011, specializing in back-end and front-end advertising system, and during which he received the highest internal honor, the Google Founder’s Award. Dr. Peng obtained a bachelor’s degree from Tsinghua University, and a Ph.D. degree from Stanford University. Dr.
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Li worked at Baidu (Nasdaq: BIDU, HKEX: 9888) as a senior engineer in its advertisement search and autonomous driving unit from 2008 to 2017 and was awarded the 2013 Baidu “Million Dollar Prize.” Mr. Li holds a bachelor’s degree in electronics and information technology from Sichuan University and a master’s degree in communication and information system from Sichuan University. Dr.
Added
Jackson Tai has served as our independent director since November 2024. Currently, Mr. Tai serves as the non-executive directors of WuXi Biologics (HKEX: 2269), SEED Therapeutics and Novita Pharmaceutical since 2023. From 2008 to 2023, Mr.
Removed
Mo worked as a senior software engineer at NetEase (Nasdaq: NTES, HKEX: 9999), specializing in game engine development. Dr. Mo holds a bachelor’s degree in mathematics from Zhejiang University and a Ph.D. degree in computer science from the University of Hong Kong. During her university time, Dr.
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From 1990 to 1993, Dr. Qiu served as a staff consultant with RHR International. Dr.
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He works closely with our Chief Executive Officer in furthering Pony’s corporate strategy, corporate finance, commercialization and other important company initiatives. He also heads our global legal and public relation teams and serves as our general counsel and the secretary of our board of directors.

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Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Tiancheng Lou (1) 83 21 — ​ We have conducted transactions with TMC, our principal shareholder, in the ordinary course of our business.We have rendered engineering solution services to TMC in exchange for service fees of US$4.2 million in 2022, US$0.6 million in 2023 and US$0.1 million in 2024.
Tiancheng Lou (1) 21 — — ​ We have conducted transactions with TMC, our principal shareholder, in the ordinary course of our business. We have rendered engineering solution services to TMC in exchange for service fees of US$0.6 million in 2023, US$0.1 million in 2024 and US$ 0.1 million in 2025.
We have also conducted transactions with Sinotrans, a non-controlling shareholder of our subsidiary Cyantron, in the ordinary course of our business. We offered Virtual Driver operation services to Sinotrans in exchange for services fees of approximately US$21.2 million in 2022, US$22.5 million in 2023 and US$30.7 million in 2024.
We have also conducted transactions with Sinotrans, a non-controlling shareholder of our subsidiary Cyantron, in the ordinary course of our business. We offered virtual driver operation and other related services to Sinotrans in exchange for services fees of approximately US$22.5 million in 2023, US$30.7 million in 2024 and US$ 29.6 million in 2025.
Compensation—Employment Agreements and Indemnification Agreements.” Other Related Party Transactions In the ordinary course of business, from time to time, we carry out other transactions and enter into other arrangements with other related parties. None of these transactions or arrangements are considered to be material except for the following.
Compensation—Employment Agreements and Indemnification Agreements.” Other Related Party Transactions In the ordinary course of business, from time to time, we carry out other transactions and enter into other arrangements with other related parties.
Tiancheng Lou ​ Our director, shareholder and Chief Technology Officer ​ 148 Table of Contents The table below sets forth our material related party transactions for the periods indicated: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2022 ​ 2023 ​ 2024 ​ US$ US$ US$ ​ ​ (in thousands) Revenues ​ ​ TMC 4,205 612 ​ 107 Sinotrans 21,188 22,491 30,719 Total 25,393 23,103 30,826 ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2022 2023 2024 ​ US$ US$ US$ ​ (in thousands) Operating and finance lease Cost : Sinotrans 843 1,191 1,433 Selling, general and administrative expenses : Sinotrans 29 37 37 Interest expense : Sinotrans 101 107 111 Interest income Dr.
Tiancheng Lou ​ Our director, shareholder and Chief Technology Officer Zhuifeng Intelligent Technology (Guangzhou) Co., Ltd (“Zhuifeng Intelligent”) ​ Equity method investee ​ The table below sets forth our material related party transactions for the periods indicated: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2023 ​ 2024 ​ 2025 ​ ​ ​ ​ US$ ​ ​ ​ US$ US$ ​ ​ (in thousands) Revenues ​ ​ ​ ​ ​ ​ ​ ​ TMC 612 ​ 107 ​ 75 Sinotrans 22,491 30,719 29,625 Zhuifeng Intelligent ​ — ​ — ​ 1,111 Total 23,103 30,826 30,811 ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ ​ ​ 2023 ​ ​ ​ 2024 ​ ​ ​ 2025 ​ US$ US$ US$ ​ (in thousands) Operating and finance lease ​ ​ ​ Cost : ​ ​ ​ Sinotrans 1,191 1,433 839 Selling, general and administrative expenses : ​ ​ ​ Sinotrans 37 37 37 Interest expense : ​ ​ ​ Sinotrans 107 111 75 Interest income ​ ​ ​ Dr.
The table below sets forth the major related parties and their relationships with us as of December 31, 2024. ​ Name of related parties Relationship with our company Toyota Motor Corporation (“TMC”) ​ Our shareholder Sinotrans Limited (“Sinotrans”) ​ Non-controlling shareholder of Cyantron Dr.
None of these transactions or arrangements are considered to be material except for the following. 148 Table of Contents The table below sets forth the major related parties and their relationships with us as of December 31, 2025. ​ Name of related parties ​ ​ ​ Relationship with our company Toyota Motor Corporation (“TMC”) ​ Our shareholder Sinotrans Limited (“Sinotrans”) ​ Non-controlling shareholder of Cyantron Dr.
Tiancheng Lou (1) , non-current 2,969 — — Total 11,275 5,650 8,322 ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, ​ 2022 2023 2024 ​ US$ US$ US$ ​ (in thousands) Amounts due to related parties ​ ​ ​ ​ ​ ​ Sinotrans — — 900 Total — — 900 ​ ​ ​ ​ ​ ​ ​ ​ 149 Table of Contents ​ As of December 31, ​ 2022 2023 2024 ​ US$ US$ US$ ​ (in thousands) Operating and finance lease Operating lease liabilities Sinotrans 141 108 73 Finance lease liabilities Sinotrans 2,597 2,431 1,688 (1) In 2018, we offered a promissory note to Dr.
The table below sets forth the balances with our related parties as of the dates indicated: ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, ​ ​ ​ ​ 2023 ​ ​ ​ 2024 ​ ​ ​ 2025 ​ US$ US$ US$ ​ (in thousands) Amounts due from related parties ​ ​ ​ TMC 165 5 7 Sinotrans 5,485 8,317 10,153 Zhuifeng Intelligent ​ — ​ — ​ 1,178 Total 5,650 8,322 11,338 ​ 149 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, ​ 2023 ​ ​ ​ 2024 ​ ​ ​ 2025 ​ US$ US$ US$ ​ (in thousands) Amounts due to related parties ​ ​ ​ ​ ​ ​ Sinotrans — 900 1,422 Total — 900 1,422 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, ​ 2023 ​ ​ ​ 2024 ​ ​ ​ 2025 ​ US$ US$ US$ ​ (in thousands) Operating and finance lease ​ ​ ​ Operating lease liabilities ​ ​ ​ Sinotrans 108 73 39 Finance lease liabilities ​ ​ ​ Sinotrans 2,431 1,688 1,334 (1) In 2018, we offered a promissory note to Dr.
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The table below sets forth the balances with our related parties as of the dates indicated: ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, ​ 2022 2023 2024 ​ US$ US$ US$ ​ (in thousands) Amounts due from related parties TMC 1,831 165 5 Sinotrans 6,475 5,485 8,317 Subtotal, current 8,306 5,650 8,322 Dr.
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We have conducted transactions with Zhuifeng Intelligent, one of our equity method investees, in the ordinary course of our business. We offered engineering solutions services to Zhuifeng Intelligent in exchange for service fees of nil in 2023, nil in 2024 and US$ 1.1 million in 2025.