Pony AI (PONY) Registration Filing summary

Offering details and pricing

• Four private placement agreements were executed in October–November 2024 for the sale of Class A ordinary shares, conditional on the IPO closing and at the IPO price per share.

• Purchasers include JSC International Investment Fund SPC (RMB500M), Guangzhou Nansha Chicheng Future Industry Investment Fund Partnership (RMB300M), Guangqipony Holdings Limited ($27M), and Kechuangzhihang Holdings Limited ($15M).

• Each agreement specifies the purchase price, calculation method for share allocation, and that shares are subject to lock-up and transfer restrictions.

• Closings are contingent on the IPO, regulatory approvals, and, for PRC investors, outbound investment and fund registration filings.

• Shares are issued under Regulation S, with restrictive legends and procedures for legend removal upon registration or eligible resale.

Use of proceeds and capital allocation

• Proceeds from these private placements are intended to support the company’s commercialization, R&D, and general corporate purposes, as outlined in the IPO prospectus.

Risk factors and disclosures

• Each agreement includes representations and warranties by both parties regarding authority, compliance, and investment intent.

• Purchasers acknowledge the shares are restricted securities and may only be resold under certain exemptions or registration.

• Closings may be terminated if not completed by a specified date (ranging from April to December 2025), with provisions for extension or mutual termination.

• Disputes are subject to arbitration in Hong Kong under HKIAC rules.