Form SCHEDULE 13G/A Pony AI Inc. Filed by: Peng Jun
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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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(Amendment No. 1)*
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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) |
10/10/2025 (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) |
| Rule 13d-1(c) |
| Rule 13d-1(d) |
SCHEDULE 13G
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| CUSIP No. | 732908108 |
| 1 | Names of Reporting Persons
Jun Peng | ||||||||
| 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
UNITED STATES
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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
60,000,000.00 | ||||||||
| 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)
13.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Note to Rows 5, 7 and 9: Representing (i) 43,988,000 Class B ordinary shares held of record by Jun Peng, (ii) 1,011,000 Class B ordinary shares held of record by Alicia Peng Irrevocable Trust for the benefit of Jun Peng, (iii) 1,011,000 Class B ordinary shares held of record by Selena Peng Irrevocable Trust for the benefit of Jun Peng, and (iv) 13,990,000 Class B ordinary shares held under the Voting Trust, which is controlled by Dr. Jun Peng as its sole trustee, and the beneficiaries being Dr. Peng and his family member. The trustee of both Alicia Peng Irrevocable Trust and Selena Peng Irrevocable Trust is Juan Xu.
The proxy and power of attorney arrangements relating to 608,122 Class A ordinary shares held by Dr. Jun Peng on behalf of certain minority shareholders have been terminated, as the relevant proxy providers have either disposed of their shares on Nasdaq or otherwise ended the proxy arrangement. As a result, Dr. Jun Peng is no longer deemed the beneficial owner of these Class A ordinary shares.
Note to Row 11: See Item 4.
SCHEDULE 13G
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| CUSIP No. | 732908108 |
| 1 | Names of Reporting Persons
Alicia Peng 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
CALIFORNIA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,011,000.00 | ||||||||
| 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)
0.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Notes to Rows 5, 7, and 9: Representing 1,011,000 Class B ordinary shares held of record by Alicia Peng Irrevocable Trust for the benefit of Jun Peng.
Note to Row 11: See Item 4.
SCHEDULE 13G
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| CUSIP No. | 732908108 |
| 1 | Names of Reporting Persons
Selena Peng 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
CALIFORNIA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,011,000.00 | ||||||||
| 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)
0.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Notes to Rows 5, 7, and 9: Representing 1,011,000 Class B ordinary shares held of record by Selena Peng Irrevocable Trust for the benefit of Jun Peng.
Note to Row 11: See Item 4.
SCHEDULE 13G
|
| 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:
Jun Peng
Alicia Peng Irrevocable Trust
Selena Peng Irrevocable Trust | |
| (b) | Address or principal business office or, if none, residence:
The business address of Jun Peng is 13 F, Mingzhu Development Building, Nansha District, Guangzhou, Guangdong, People's Republic of China.
The address of Alicia Peng Irrevocable Trust and Selena Peng Irrevocable Trust is 1842 Greenbrier Cape, Girardeau, MO 63701, USA. | |
| (c) | Citizenship:
Jun Peng: United States
Alicia Peng Irrevocable Trust and Selena Peng Irrevocable Trust: California, 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); | |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (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); | |
| (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). | |
| 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:
Jun Peng: 13.8%
Alicia Peng Irrevocable Trust: 0.2%
Selena Peng Irrevocable Trust: 0.2%
Percentage of Voting Power:
Jun Peng: 51.6%
Alicia Peng Irrevocable Trust: 0.9%
Selena Peng Irrevocable Trust: 0.9%
The percentage of ownership is calculated based on 433,541,553 ordinary shares, including 352,452,783 Class A ordinary shares and 81,088,770 Class B ordinary shares issued and outstanding as of November 6, 2025, according to the Announcement of Allotment Results filed by the Issuer with The Stock Exchange of Hong Kong Limited on November 5, 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:
Jun Peng: 60,000,000
Alicia Peng Irrevocable Trust: 1,011,000
Selena Peng Irrevocable Trust: 1,011,000 | ||
| (ii) Shared power to vote or to direct the vote:
Jun Peng: 0
Alicia Peng Irrevocable Trust: 0
Selena Peng Irrevocable Trust: 0 | ||
| (iii) Sole power to dispose or to direct the disposition of:
Jun Peng: 60,000,000
Alicia Peng Irrevocable Trust: 1,011,000
Selena Peng Irrevocable Trust: 1,011,000 | ||
| (iv) Shared power to dispose or to direct the disposition of:
Jun Peng: 0
Alicia Peng Irrevocable Trust: 0
Selena Peng 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
| ||
| 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
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| 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 dated May 15, 2025 as Exhibit 99.1 (previously filed) |
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