PONY.NASDAQPony Ai INC

SCHEDULE: Pony AI Founder Jun Peng Adjusts Beneficial Ownership

Sentiment:

Beneficial Ownership Amendment


Jun Peng, founder of Pony AI Inc., has amended his beneficial ownership disclosure, reflecting the termination of proxy arrangements for 608,122 Class A ordinary shares.

Summary

  • Jun Peng, founder of Pony AI Inc., has filed an amendment to his Schedule 13G, updating his beneficial ownership.
  • Peng's aggregate beneficial ownership is 60,000,000 shares, representing 13.8% of the class and 51.6% of the total voting power.
  • This includes 43,988,000 Class B shares held directly, 1,011,000 Class B shares held by Alicia Peng Irrevocable Trust, 1,011,000 Class B shares held by Selena Peng Irrevocable Trust, and 13,990,000 Class B shares held under a Voting Trust controlled by Peng.
  • The amendment notes the termination of proxy and power of attorney arrangements for 608,122 Class A ordinary shares, meaning Peng is no longer deemed the beneficial owner of these shares.
  • Alicia Peng Irrevocable Trust and Selena Peng Irrevocable Trust each beneficially own 1,011,000 Class B ordinary shares, representing 0.2% of the class and 0.9% of the total voting power each.
  • The percentage of ownership is calculated based on 433,541,553 ordinary shares outstanding as of November 6, 2025.
  • Class B ordinary shares carry ten votes each, while Class A ordinary shares carry one vote.

Sentiment

Score: 5

Explanation: The filing is a routine amendment to beneficial ownership, clarifying a reduction in deemed ownership due to terminated proxy arrangements. It does not present significant positive or negative operational or financial news.

Positives

  • Jun Peng maintains significant voting control (51.6%) through his Class B share holdings, ensuring stable leadership.

Negatives

  • Jun Peng's deemed beneficial ownership of Class A shares has decreased by 608,122 shares due to the termination of proxy arrangements, potentially reducing his direct influence over those specific shares.

Future Outlook

NA

Industry Context

NA

Corporate Governance

Change TypeDescriptionEffective DateImpact Assessment
Beneficial Ownership DisclosureTermination of proxy and power of attorney arrangements for 608,122 Class A ordinary shares previously deemed beneficially owned by Jun Peng.2025-10-10Reduces Jun Peng's deemed beneficial ownership of Class A shares, but he retains majority voting control through Class B shares.

Related Party Transactions

  • Jun Peng's beneficial ownership includes shares held by Alicia Peng Irrevocable Trust and Selena Peng Irrevocable Trust, both for his benefit, and a Voting Trust controlled by him for his family members. These are related party holdings.

Stakeholder Impact

  • Shareholders: Clarifies the beneficial ownership structure and voting control, particularly regarding Jun Peng's continued majority voting power despite a slight reduction in his deemed Class A share ownership.

Key Dates

DateDescription
2025-05-15Joint Filing Agreement dated May 15, 2025 as Exhibit 99.1 (previously filed)
2025-10-10Date of event which requires filing of this statement
2025-11-05Announcement of Allotment Results filed by the Issuer with The Stock Exchange of Hong Kong Limited
2025-11-06Date as of which 433,541,553 ordinary shares were issued and outstanding for ownership calculation
2025-11-17Signature date for Jun Peng, Alicia Peng Irrevocable Trust, and Selena Peng Irrevocable Trust

Keywords

Pony AI Inc., Jun Peng, Schedule 13G, beneficial ownership, voting power, Class A ordinary shares, Class B ordinary shares, SEC filing, corporate governance, shareholder disclosure

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