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HSG/SNP Group Files 13G/A Disclosing 27.46M PONY Shares, 10% Stake

Filing Impact
(Low)
Filing Sentiment
(Neutral)
Form Type
SCHEDULE 13G/A

Rhea-AI Filing Summary

Pony AI Inc. Schedule 13G/A discloses that a group of related entities and an individual, led by Neil Nanpeng Shen, collectively beneficially own 27,461,175 Class A Ordinary Shares (comprised of 21,538,178 Class A Ordinary Shares and 5,922,997 American Depositary Shares), representing 10.0% of the Class A shares outstanding. Ownership is held directly by HSG Venture VI Holdco (23,100,814 shares) and HSG Venture VII Holdco (4,360,361 shares), with ultimate ownership links through HongShan Capital Venture Funds, HSG Holding, SNP China Enterprises and NS. The filing reports no sole voting or dispositive power and only shared voting and dispositive power across the reporting persons. The percentage base is a total of 274,203,783 Class A Ordinary Shares outstanding as of April 10, 2025, per the issuer's 20-F.

Positive

  • Clear quantitative disclosure of total beneficial ownership: 27,461,175 shares
  • Specified composition of holdings: 21,538,178 Class A Ordinary Shares and 5,922,997 American Depositary Shares
  • Ownership chain detailed from Holdcos to funds to ultimate owner Neil Nanpeng Shen, improving transparency
  • Percentage basis provided: uses 274,203,783 Class A shares outstanding as of April 10, 2025

Negative

  • None.

Insights

TL;DR: A related-investor group reports a combined 10.0% stake in Pony AI, disclosed via Schedule 13G/A.

The filing clearly quantifies the group's economic interest and voting/dispositive arrangements, showing 27,461,175 shares beneficially owned and specifying the split between Class A shares and ADSs. For modeling or ownership-cap table work, use the reported 274,203,783 share base and the disclosed share counts per entity. The absence of sole voting or dispositive power indicates the positions are reported as shared control among the group entities and the individual signer.

TL;DR: Related entities and their ultimate owner disclosed group ownership and control links, meeting Schedule 13G/A reporting requirements.

The filing maps the ownership chain from HSG Venture Holdcos through HongShan funds to HSG Holding, SNP China Enterprises and Neil Nanpeng Shen, clarifying beneficial ownership and shared voting/dispositive power. Signatures by the authorized signatory are provided for each reporting entity, and the filing cites the 20-F share count used to calculate the 10.0% threshold.






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




Comment for Type of Reporting Person: Row 6, 8 and 9. Represented by 18,118,287 Class A Ordinary Shares and 4,982,527 American Depositary Shares. Row 11. Based on a total of 274,203,783 shares of Class A Ordinary Shares outstanding as of April 10, 2025, as reported in the Issuer's 20-F filed with the Securities and Exchange Commission on April 25, 2025.


SCHEDULE 13G




Comment for Type of Reporting Person: Row 6, 8 and 9. Represented by 3,419,891 Class A Ordinary Shares and 940,470 American Depositary Shares. Row 11. Based on a total of 274,203,783 shares of Class A Ordinary Shares outstanding as of April 10, 2025, as reported in the Issuer's 20-F filed with the Securities and Exchange Commission on April 25, 2025.


SCHEDULE 13G




Comment for Type of Reporting Person: Row 6, 8 and 9. Represented by 18,118,287 Class A Ordinary Shares and 4,982,527 American Depositary Shares (together, the "shares"). 23,100,814 shares are directly owned by HSG VENTURE VI HOLDCO. The sole shareholder of HSG VENTURE VI HOLDCO is HONGSHAN CAPITAL VENTURE FUND VI. Row 11. Based on a total of 274,203,783 shares of Class A Ordinary Shares outstanding as of April 10, 2025, as reported in the Issuer's 20-F filed with the Securities and Exchange Commission on April 25, 2025.


SCHEDULE 13G




Comment for Type of Reporting Person: Row 6, 8 and 9. Represented by 3,419,891 Class A Ordinary Shares and 940,470 American Depositary Shares (together, the "shares"). 4,360,361 shares are directly owned by HSG VENTURE VII HOLDCO. The sole shareholder of HSG VENTURE VII HOLDCO is HONGSHAN CAPITAL VENTURE FUND VII. Row 11. Based on a total of 274,203,783 shares of Class A Ordinary Shares outstanding as of April 10, 2025, as reported in the Issuer's 20-F filed with the Securities and Exchange Commission on April 25, 2025


SCHEDULE 13G




Comment for Type of Reporting Person: Row 6, 8 and 9. Represented by 18,118,287 Class A Ordinary Shares and 4,982,527 American Depositary Shares (together, the "shares"). 23,100,814 shares are directly owned by HSG VENTURE VI HOLDCO. The sole shareholder of HSG VENTURE VI HOLDCO is HONGSHAN CAPITAL VENTURE FUND VI. Row 11. Based on a total of 274,203,783 shares of Class A Ordinary Shares outstanding as of April 10, 2025, as reported in the Issuer's 20-F filed with the Securities and Exchange Commission on April 25, 2025.


SCHEDULE 13G




Comment for Type of Reporting Person: Row 6, 8 and 9. Represented by 3,419,891 Class A Ordinary Shares and 940,470 American Depositary Shares (together, the "shares"). 4,360,361 shares are directly owned by HSG VENTURE VII HOLDCO. 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. Row 11. Based on a total of 274,203,783 shares of Class A Ordinary Shares outstanding as of April 10, 2025, as reported in the Issuer's 20-F filed with the Securities and Exchange Commission on April 25, 2025


SCHEDULE 13G




Comment for Type of Reporting Person: Row 6, 8 and 9. Represented by 21,538,178 Class A Ordinary Shares and 5,922,997 American Depositary Shares (together, the "shares"). 23,100,814 shares are directly owned by HSG VENTURE VI HOLDCO and 4,360,361 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. Row 11. Based on a total of 274,203,783 shares of Class A Ordinary Shares outstanding as of April 10, 2025, as reported in the Issuer's 20-F filed with the Securities and Exchange Commission on April 25, 2025.


SCHEDULE 13G




Comment for Type of Reporting Person: Row 6, 8 and 9. Represented by 21,538,178 Class A Ordinary Shares and 5,922,997 American Depositary Shares (together, the "shares"). 23,100,814 shares are directly owned by HSG VENTURE VI HOLDCO and 4,360,361 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. Row 11. Based on a total of 274,203,783 shares of Class A Ordinary Shares outstanding as of April 10, 2025, as reported in the Issuer's 20-F filed with the Securities and Exchange Commission on April 25, 2025.


SCHEDULE 13G




Comment for Type of Reporting Person: Row 6, 8 and 9. Represented by 21,538,178 Class A Ordinary Shares and 5,922,997 American Depositary Shares (together, the "shares"). 23,100,814 shares are directly owned by HSG VENTURE VI HOLDCO and 4,360,361 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. Row 11. Based on a total of 274,203,783 shares of Class A Ordinary Shares outstanding as of April 10, 2025, as reported in the Issuer's 20-F filed with the Securities and Exchange Commission on April 25, 2025.


SCHEDULE 13G



HSG Venture VI Holdco, Ltd. ("HSG Venture VI Holdco")
Signature:Neil Nanpeng Shen
Name/Title:Neil Nanpeng Shen/Authorized Signatory
Date:08/14/2025
HSG Venture VII Holdco, Ltd. ("HSG Venture VII Holdco")
Signature:Neil Nanpeng Shen
Name/Title:Neil Nanpeng Shen/Authorized Signatory
Date:02/14/2025
HongShan Capital Venture Fund VI, L.P. ("HongShan Capital Venture Fund VI")
Signature:Neil Nanpeng Shen
Name/Title:Neil Nanpeng Shen/Authorized Signatory
Date:08/14/2025
HongShan Capital Venture Fund VII, L.P. ("HongShan Capital Venture Fund VII")
Signature:Neil Nanpeng Shen
Name/Title:Neil Nanpeng Shen/Authorized Signatory
Date:08/14/2025
HSG Venture VI Management, L.P. ("HSG Venture VI Management")
Signature:Neil Nanpeng Shen
Name/Title:Neil Nanpeng Shen/Authorized Signatory
Date:08/14/2025
HSG Venture VII Management, L.P. ("HSG Venture VII Management")
Signature:Neil Nanpeng Shen
Name/Title:Neil Nanpeng Shen/Authorized Signatory
Date:08/14/2025
HSG Holding Limited ("HSG Holding")
Signature:Neil Nanpeng Shen
Name/Title:Neil Nanpeng Shen/Authorized Signatory
Date:08/14/2025
SNP China Enterprises Limited ("SNP China Enterprises")
Signature:Neil Nanpeng Shen
Name/Title:Neil Nanpeng Shen/Authorized Signatory
Date:08/14/2025
Neil Nanpeng Shen ("NS")
Signature:Neil Nanpeng Shen
Name/Title:Neil Nanpeng Shen
Date:08/14/2025

FAQ

What percentage of Pony AI (PONY) does the reporting group own?

The reporting group beneficially owns 10.0% of the Class A Ordinary Shares.

How many Pony AI (PONY) shares does the group own and what is the split?

They own 27,461,175 shares total: 21,538,178 Class A Ordinary Shares and 5,922,997 American Depositary Shares.

Which entities directly hold the shares disclosed in the filing?

Direct holders reported are HSG Venture VI Holdco, Ltd. (23,100,814 shares) and HSG Venture VII Holdco, Ltd. (4,360,361 shares).

What voting or dispositive power is reported by the filers?

The filers report 0 sole voting or dispositive power and only shared voting and dispositive power for the reported shares.

What share count was used to calculate the ownership percentage?

The filing uses a total of 274,203,783 Class A Ordinary Shares outstanding as of April 10, 2025, from the issuer's 20-F.
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