Pony Group Inc.
Engineer Experiment Building, A202
7 Gaoxin South Avenue, Nanshan District
Shenzhen, Guangdong Province
People’s Republic of China
VIA EDGAR
June 30, 2023
U.S. Securities & Exchange Commission
Division of Corporation Finance
Office of Trade & Services
100 F Street, NE
Washington, D.C. 20549
Attn: Blaise Rhodes
| Re: | Pony Group, Inc. |
Form 10-K for Fiscal Year Ended December 31, 2022
Filed March 31, 2023
File No. 333-234358
Dear Blaise Rhode,
Pony Group, Inc. (the “Company,” “we,” “our” or “us”) hereby transmits the Company’s response to the comment letter received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”), on June 15, 2023, regarding the Form 10-K for the year ended December 31, 2022 (the “Form 10-K”) submitted to the Commission on March 31, 2023.
For the Staff’s convenience, we have repeated below the Staff’s comments in bold, and have followed each comment with the Company’s response. Disclosure changes made in response to the Staff’s comments have been made in Amendment No. 1 to the Annual Report on Form 10-K (the “Amendment”) which is being submitted to the Commission contemporaneously with the submission of this letter.
Form 10-K for the Fiscal Year Ended December 31, 2022
| 1. | We note your disclosure in this section and elsewhere in your filing that you concluded that neither you nor your subsidiaries are required to obtain any “permission approval or business licenses” from the PRC and Hong Kong governments to operate your business or offer/trade your securities. Please further revise your disclosure to state whether you relied on an opinion of counsel in coming to these conclusions and, state that that is the case and explain why such an opinion was not obtained; further, discuss how you came to such conclusions and the bases on which you made such determinations. |
Response: The Company respectfully acknowledges the Staff’s comment and has accordingly revised pages 3, 4, 24 and 28 of the Amendment.
Item 9A. Controls and Procedures, page 47
| 2. | Please amend our filing to include the management’s annual report on internal control over financial reporting. Refer to Item 308(a) of Regulation S-K. |
Response: The Company respectfully acknowledges the Staff’s comment and has accordingly revised page 48 of the Amendment.
We thank the Staff for its review of the foregoing. If you have any further comments or questions, please feel free to contact to our counsel, Richard I. Anslow, ranslow@egsllp.com or by telephone at (212) 370-1300.
| Sincerely, | |
| /s/ Wenxian Fan | |
| Wenxian Fan, Chief Executive Officer | |
| Pony Group, Inc. |
cc: Richard I. Anslow, Esq.
