| Item 1. | |
| (a) | Name of issuer:
Pony AI Inc. |
| (b) | Address of issuer's principal executive offices:
1301 Pearl Development Building, 1 Mingzhu 1st Street, Hengli Town, Nansha District, Guangzhou, People's Republic of China, 511458 |
| Item 2. | |
| (a) | Name of person filing:
Tiancheng Lou
IWAY LLC
Amber Luna Lou Irrevocable Trust |
| (b) | Address or principal business office or, if none, residence:
The business address of Dr. Tiancheng Lou is 13 F, Mingzhu Development Building, Nansha District, Guangzhou, Guangdong, People's Republic of China.
The business address of IWAY LLC is the Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801, USA.
The business address of Amber Luna Lou Irrevocable Trust is 201 South Phillips Avenue, Suite 200, Sioux Falls, South Dakota 57104, USA |
| (c) | Citizenship:
Tiancheng Lou: People's Republic of China
IWAY LLC: Delaware, United States
Amber Luna Lou Irrevocable Trust: South Dakota, United States |
| (d) | Title of class of securities:
Class A ordinary shares, par value US$0.0005 per share |
| (e) | CUSIP No.:
732908108 |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
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| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership |
| (a) | Amount beneficially owned:
The information required by Item 4(a) is set forth in Row 9 of the cover page for each Reporting Person and is incorporated herein by reference. |
| (b) | Percent of class:
The information required by Item 4(b) is set forth in Row 11 of the cover page for each Reporting Person and is incorporated herein by reference.
Percentage of Ownership:
Tiancheng Lou: 6.0%
IWAY LLC: 5.4%
Amber Luna Lou Irrevocable Trust: 0.6%
Percentage of Voting Power:
Tiancheng Lou: 19.4%
IWAY LLC: 17.6%
Amber Luna Lou Irrevocable Trust: 1.9%
The percentage of ownership is calculated 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, according to the Form 20-F filed by the Issuer with Securities and Exchange Commission on April 25, 2025.
The percentage of voting power is calculated by dividing the voting power beneficially owned by each Reporting Person by the voting power of all of the Issuer's ordinary shares as a single class. Each Class A ordinary share is entitled to one vote and each Class B ordinary share is entitled to ten (10) votes. 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. |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
Tiancheng Lou: 21,199,598
IWAY LLC: 19,179,598
Amber Luna Lou Irrevocable Trust: 2,020,000
|
| | (ii) Shared power to vote or to direct the vote:
Tiancheng Lou: 0
IWAY LLC: 0
Amber Luna Lou Irrevocable Trust: 0
|
| | (iii) Sole power to dispose or to direct the disposition of:
Tiancheng Lou: 21,199,598
IWAY LLC: 19,179,598
Amber Luna Lou Irrevocable Trust: 2,020,000
|
| | (iv) Shared power to dispose or to direct the disposition of:
Tiancheng Lou: 0
IWAY LLC: 0
Amber Luna Lou Irrevocable Trust: 0
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| Item 5. | Ownership of 5 Percent or Less of a Class. |
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Not Applicable
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
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Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
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Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
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Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
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Not Applicable
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Rule 13d-1(d)