March 13, 2020
Wenxian Fan
Chief Executive Officer
Pony Group Inc.
Engineer Experiment Building, A202
7 Gaoxin South Avenue, Nanshan District,
Shenzhen, Guangdong Province,
People's Republic of China
Re: Pony Group Inc.
Amendment No. 2 to Registration Statement on Form S-1
Filed March 2, 2020
File No. 333-234358
Dear Ms. Fan:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration statement
and providing the
requested information. If you do not believe our comments apply to your facts
and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.
After reviewing any amendment to your registration statement and the
information you
provide in response to these comments, we may have additional comments.
Amended Form S-1 filed March 2, 2020
Executive Compensation, page 42
1. Please update to provide the compensation disclosure required for your
most recent fiscal
year end. Refer to Item 402 of Regulation S-K.
Principal Stockholders, page 43
2. We note the beneficial ownership table is dated as of September 30,
2019. Please update
the beneficial ownership table to the most recent practicable date.
Wenxian Fan
Pony Group Inc.
March 13, 2020
Page 2
Item 16. Exhibits
Exhibit 10.3, page II-3
3. Please refer to section 6.5 of your Subscription Agreement. We note
the forum
selection provision in your subscription agreement identifies the
exclusive jurisdiction of
the Federal District Court of New York and if such court does not have
proper
jurisdiction, the State Courts of New York County, New York. Please
disclose this
exclusive forum provision in your prospectus. Provide risk factor
disclosure discussing the
potential impact on investors, including increased costs to bring a
claim and that this
provisions could discourage claims or limit investors' ability to
bring a claim in a judicial
forum that they find favorable. Also, we note that Section 22 of the
Securities Act creates
concurrent jurisdiction for federal and state courts over all suits
brought to enforce any
duty or liability by the Securities Act or the rules and regulations
thereunder. As such,
please also revise your prospectus to state that there is uncertainty
as to whether a court
would enforce such a provision as to Securities Act claims.
Additionally clarify whether
this provision would apply to subsequent secondary purchasers.
4. Please refer to Item 6.15 of your Subscription Agreement. Please
disclose the waiver of
trial by jury in your prospectus, under "Description of Capital
Stock," at page 45. Please
also clarify if the provision applies to claims under the federal
securities laws and whether
or not these provisions would apply to secondary purchasers. To the
extent this provision
applies to claims under the federal securities laws, provide risk
factor disclosure
describing the attendant risks, including any question whether or not
a court would
enforce the provision, as well as impacts of limitations on claims
arising under other
applicable state or federal laws. If this provision does not apply to
federal securities law
claims, please ensure that the jury trial waiver provision in the
subscription agreement
states this clearly.
You may contact Melissa Gilmore at 202-551-3777 or Melissa Raminpour at
202-551-
3379 if you have questions regarding comments on the financial statements and
related
matters. Please contact Susan Block at 202-551-3210 or John Dana Brown at
202-551-3859
with any other questions.
FirstName LastNameWenxian Fan Sincerely,
Comapany NamePony Group Inc.
Division of
Corporation Finance
March 13, 2020 Page 2 Office of
Finance
FirstName LastName