Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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Pony AI Inc. (Name of Issuer) |
Class A ordinary shares, par value US$0.0005 per share (Title of Class of Securities) |
732908108 (CUSIP Number) |
03/31/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 732908108 |
| 1 | Names of Reporting Persons
Tiancheng Lou | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CHINA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
21,199,598.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
6.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Note to Rows 5, 7 and 9: Representing (i) 110,828 Class A ordinary shares held of record by IWAY LLC, a Delaware company wholly owned by 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 Tiancheng Lou. The trustee of Amber Luna Lou Irrevocable Trust is the South Dakota Trust Company LLC. Note to Row 11: See Item 4.
SCHEDULE 13G
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| CUSIP No. | 732908108 |
| 1 | Names of Reporting Persons
IWAY LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
19,179,598.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
5.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: Notes to Rows 5, 7, and 9: Representing (i) 110,828 Class A ordinary shares held of record by IWAY LLC and (ii) 19,068,770 Class B ordinary shares held of record by IWAY LLC. IWAY LLC is a Delaware company wholly owned by Tiancheng Lou. Note to Row 11: See Item 4.
SCHEDULE 13G
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| CUSIP No. | 732908108 |
| 1 | Names of Reporting Persons
Amber Luna Lou Irrevocable Trust | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
SOUTH DAKOTA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,020,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Notes to Rows 5, 7, and 9: Representing 2,020,000 Class B ordinary shares held of record by Amber Luna Lou Irrevocable Trust for the benefit of Tiancheng Lou. The trustee of Amber Luna Lou Irrevocable Trust is the South Dakota Trust Company LLC. Note to Row 11: See Item 4.
SCHEDULE 13G
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| 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: | |
| (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. %
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| (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 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
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. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Exhibit Information
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Joint Filing Agreement as Exhibit 99.1. Will be separately attached. |