| 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, 511458, People's Republic of China |
| Item 2. | |
| (a) | Name of person filing:
HSG Venture VI Holdco, Ltd.
HSG Venture VII Holdco, Ltd.
HongShan Capital Venture Fund VI, L.P.
HongShan Capital Venture Fund VII, L.P.
HSG Venture VI Management, L.P.
HSG Venture VII Management, L.P.
HSG Holding Limited
SNP China Enterprises Limited
Neil Nanpeng Shen
The sole shareholder of HSG VENTURE VI HOLDO is HONGSHAN CAPITAL VENTURE FUND VI. The General Partner of HONGSHAN CAPITAL VENTURE FUND VI is HSG VENTURE VI MANAGEMENT. The General Partner of HSG VENTURE VI MANAGEMENT is HSG HOLDING. HSG HOLDING is wholly owned by SNP CHINA ENTERPRISES. NS wholly owns SNP CHINA ENTERPRISES.
The sole shareholder of HSG VENTURE VII HOLDCO is HONGSHAN CAPITAL VENTURE FUND VII. The General Partner of HONGSHAN CAPITAL VENTURE FUND VII is HSG VENTURE VII MANAGEMENT. The General Partner of HSG VENTURE VII MANAGEMENT is HSG HOLDING. HSG HOLDING is wholly owned by SNP CHINA ENTERPRISES. NS wholly owns SNP CHINA ENTERPRISES. |
| (b) | Address or principal business office or, if none, residence:
Suite 3613, 36/F, Two Pacific Place
88 Queensway
Hong Kong |
| (c) | Citizenship:
HSG VENTURE VI HOLDCO, HSG VENTURE VII HOLDCO, HONGSHAN CAPITAL VENTURE FUND VI, HONGSHAN CAPITAL VENTURE FUND VII, HSG VENTURE VI MANAGEMENT, HSG VENTURE VII MANAGEMENT, HSG HOLDING: Cayman Islands; SNP CHINA ENTERPRISES: British Virgin Islands; NS: Hong Kong SAR |
| (d) | Title of class of securities:
Class A Ordinary Shares , par value $0.0005 per share |
| (e) | CUSIP No.:
000000000 |
| 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);
|
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
|
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
32,307,267
27,177,430 shares are directly owned by HSG VENTURE VI HOLDCO and 5,129,837 shares are directly owned by HSG VENTURE VII HOLDCO. The sole shareholder of HSG VENTURE VI HOLDCO is HONGSHAN CAPITAL VENTURE FUND VI. The General Partner of HONGSHAN CAPITAL VENTURE FUND VI is HSG VENTURE VI MANAGEMENT. The sole shareholder of HSG VENTURE VII HOLDCO is
HONGSHAN CAPITAL VENTURE FUND VII. The General Partner of HONGSHAN CAPITAL VENTURE FUND VII is HSG VENTURE VII MANAGEMENT. The General Partner of each of HSG VENTURE VI MANAGEMENT and HSG VENTURE VII MANAGEMENT is HSG HOLDING. HSG HOLDING is wholly owned by SNP CHINA ENTERPRISES. NS wholly owns SNP CHINA ENTERPRISES. |
| (b) | Percent of class:
12.1%
The percentage is based on a total of 267,873,562 shares of Class A Ordinary Shares outstanding immediately following the Issuer's offering, as reported in the Issuer's Prospectus filed pursuant to Rule 424(b)(4) with the Securities and Exchange Commission on November 27, 2024. |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
0
|
| | (ii) Shared power to vote or to direct the vote:
HSG Venture VI Holdco, Ltd.: 27,177,430
HSG Venture VII Holdco, Ltd.: 5,129,837
HongShan Capital Venture Fund VI, L.P.: 27,177,430
HongShan Capital Venture Fund VII, L.P. 5,129,837
HSG Venture VI Management, L.P.: 27,177,430
HSG Venture VII Management, L.P. 5,129,837
HSG Holding Limited: 32,307,267
SNP China Enterprises Limited: 32,307,267
Neil Nanpeng Shen: 32,307,267
|
| | (iii) Sole power to dispose or to direct the disposition of:
0
|
| | (iv) Shared power to dispose or to direct the disposition of:
HSG Venture VI Holdco, Ltd.: 27,177,430
HSG Venture VII Holdco, Ltd.: 5,129,837
HongShan Capital Venture Fund VI, L.P.: 27,177,430
HongShan Capital Venture Fund VII, L.P. 5,129,837
HSG Venture VI Management, L.P.: 27,177,430
HSG Venture VII Management, L.P. 5,129,837
HSG Holding Limited: 32,307,267
SNP China Enterprises Limited: 32,307,267
Neil Nanpeng Shen: 32,307,267
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| Item 5. | Ownership of 5 Percent or Less of a Class. |
| |
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)