144: Filer Information
| Filer CIK | 0002067495 |
| Filer CCC | XXXXXXXX |
| Is this a LIVE or TEST Filing? | LIVE TEST |
Submission Contact Information | |
| Name | |
| Phone | |
| E-Mail Address |
| Form 144 Filer Information |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144
NOTICE OF PROPOSED SALE OF SECURITIES
PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933 | |
FORM 144 |
| Filer CIK | 0002067495 |
| Filer CCC | XXXXXXXX |
| Is this a LIVE or TEST Filing? | LIVE TEST |
Submission Contact Information | |
| Name | |
| Phone | |
| E-Mail Address |
| Name of Issuer | PONY AI INC. |
| SEC File Number | 001-42409 |
| Address of Issuer | 1301 Pearl Development Bldg. 1 Mingzhu 1st ST, Hengli TWN, Nansha DIST Guangzhou CHINA 511458 |
| Phone | 86-020-3466-7656 |
| Name of Person for Whose Account the Securities are To Be Sold | Jun Peng |
See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account
the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given
as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales
for the account of the person filing this notice.
| |
| Relationship to Issuer | Director & Officer |
| Title of the Class of Securities To Be Sold | Name and Address of the Broker | Number of Shares or Other Units To Be Sold | Aggregate Market Value | Number of Shares or Other Units Outstanding | Approximate Date of Sale | Name the Securities Exchange |
|---|---|---|---|---|---|---|
| ADS (each ADS represents one Class A ordinary share) | Goldman Sachs & Co. LLC 200 West Street New York NY 10282 | 3000000 | 19620000 | 354095390 | 09/30/2026 | Nasdaq |
| Title of the Class | Date you Acquired | Nature of Acquisition Transaction | Name of Person from Whom Acquired | Is this a Gift? | Date Donor Acquired | Amount of Securities Acquired | Date of Payment | Nature of Payment * |
|---|---|---|---|---|---|---|---|---|
| Ordinary Share | 11/30/2016 | ESOP | Pony AI Inc. | 3000000 | 11/30/2016 | Cash |
| Nothing to Report |
| Remarks | In accordance with the procedures described in the Commission's interpretive letter to Goldman, Sachs & Co. dated December 20, 1999 and the Commission's interpretative letter to Bank of America, N.A., Merrill Lynch, Pierce, Fenner & Smith Inc. dated December 1, 2011, the ADSs disclosed in Sec 3(c) are subject to a prepaid forward sale contract (aka "collar financing") between MyKornucopia Limited ("MyKornucopia") and Goldman Sachs International ("GS"). The contract provides for cash payment to MyKornucopia based on the then-current market price of the ADSs. Upon expiration of the contract, MyKornucopia will settle with cash payment or by delivering required number of shares. MyKornucopia pledged 3,000,000 Class B ordinary shares to secure its obligations. Any hedging activity under the contract will be conducted by broker name in Sec 3(b). Jun Peng is not directly selling shares referenced in this Form 144 but is filing as owner of MyKornucopia. |
| Date of Notice | 09/30/2026 |
ATTENTION: | |
| The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date. | |
| Signature | Goldman Sachs & Co. LLC on behalf of Jun Peng |
ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001) | |