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                              January 19, 2023

       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. 1 to
Form 10-K for Fiscal Year Ended December 31, 2021
                                                            Filed March 31,
2022
                                                            File No. 333-234358

       Dear Wenxian Fan:

              We have reviewed your September 23, 2022 response to our comment
letter 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 these comments within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe our
       comments apply to your facts and circumstances, please tell us why in
your response.

             After reviewing your response to these comments, we may have
additional
       comments. Unless we note otherwise, our references to prior comments are
to comments in our
       August 18, 2022 letter.

       Amendment No. 1 to Form 10-K filed September 23, 2022

       Our Corporate Structure, page 1

   1.                                                   We note your disclosure
that "[o]ur holding company structure presents unique risks as
                                                        our investors may never
directly hold equity interests in our Hong Kong or Shenzhen
                                                        operating subsidiary."
Please also disclose prominently that you are not a Chinese or Hong
                                                        Kong operating company
but a United States holding company with operations conducted
                                                        by your subsidiaries
   2.                                                   Please revise the
diagram of your corporate structure to identify the person(s) or
                                                        entity(ies) that own
the equity of Pony Group Inc. In this regard, please identify the
 Wenxian Fan
Pony Group Inc.
January 19, 2023
Page 2
         equity percentage held by your public shareholders, as well as any
other shareholders that
         would be disclosed as beneficial owners pursuant to Item 12 of Form
10-K and Item 403
         of Regulation S-K.
Regulatory Permissions and Developments, page 3

3.       Please include a summary risk factors section with individual
cross-references to the
         individual risks discussed under the sub-heading entitled "Risks
Related to Doing
         Business in China" in Item 1A. Additionally, when discussing the risks
associated with
         the legal system in China throughout the Regulatory Permissions and
Developments
         section, please revise to clarify that you also have operations in
mainland China through
         your subsidiary Universe Travel and that the risks equally apply to
both China and Hong
         Kong operations. Please supplementally confirm your statement that
neither of your
         subsidiaries is required to obtain any permissions or approvals,
including business
         licenses, from the PRC and Hong Kong governments; if it is not
accurate, revise to (i)
         disclose the permissions or approvals that you are required to obtain,
state affirmatively
         whether you have received all requisite permissions or approvals, and
disclose whether
         any permissions or approvals have been denied and (ii) where you state
that operations
         could be adversely affected if you inadvertently conclude that
permissions/approvals are
         not required when they are or if interpretations change and you are
required to obtain
         permissions or approvals in the future, to also include the fact that
operations could be
         adversely affected if you do not receive or maintain such permissions
or approvals.
4.     We note your disclosure that "our operations could be adversely
affected, directly or
       indirectly, by existing or future laws and regulations relating to our
business or industry, if
       we inadvertently conclude that such approvals are not required when they
are, or
       applicable laws, regulations, or interpretations change and we are
required to obtain
       approval in the future." Please revise to expand your discussion to
permissions or
FirstName LastNameWenxian Fan
       approvals. Additionally, please discuss these risks in your risk factor
discussion,
Comapany     NamePony
       including         Group
                  the risk       Inc.that you may be "subject to penalties and
sanctions imposed by
                           that risk
Januarythe
         19,PRC
             2023regulatory
                   Page 2 agencies." (Emphasis added with respect to all
underlined language.)
FirstName LastName
 Wenxian Fan
FirstName
Pony GroupLastNameWenxian   Fan
            Inc.
Comapany
January 19,NamePony
           2023      Group Inc.
January
Page 3 19, 2023 Page 3
FirstName LastName
"Changes in the political and economic policies of the PRC government may
materially and
adversely affect our business . . . ", page 17

5.       We note your disclosure that "[m]ost of our operations are conducted
in the PRC and a
         significant percentage of our revenue is sourced from the PRC . . . ."
As you exclude
         Hong Kong from your definition of PRC on page ii, please revise to
reconcile this with
         your disclosure elsewhere (e.g., page 4) that states that you operate
"primarily in Hong
         Kong." Please make conforming changes as applicable throughout the
filing (e.g., your
         disclosure on page 18 that "[s]ubstantially all of our operations are
conducted in the PRC,"
         as well as your disclosure on page 25 that you "conduct the bulk of
our operations in
         China through Pony HK"). Please also revise your references to "PRC
subsidiaries" to
         indicate that you only have one PRC subsidiary and that your other
subsidiary Pony HK is
         in Hong Kong. Alternatively, revise your disclosure to include Hong
Kong in your
         definition of "PRC."
"Because our principal assets are located outside of the United States, it may
be difficult for you
to enforce your rights . . . ", page 24

6.       To the extent that you have one or more directors, officers or of
senior management
         located in the PRC/Hong Kong, please revise to state that is the case
and identify the
         relevant individuals, and address the challenges of bringing actions
and enforcing
         judgments/liabilities against such individuals.
Transfers of Cash to and from Our Subsidiaries, page 35

7.       We note your disclosure that "[t]here are no significant restrictions
and limitations on our
         ability to distribute earnings from our businesses, including our
subsidiaries, to the parent
         company and U.S. investors or our ability to settle amounts owed"
(emphasis added).
         Please revise to explain what you mean by "significant," and to the
extent that there are
         restrictions and limitations, please revise to discuss them. Please
also revise to clarify
         whether any cash transfers have been made to date, as your disclosure
states that "[a]s of
         the date of this Report, there has been no dividends or distributions"
but does not address
         cash transfers. Last, provide cross-references to the condensed
consolidating schedule and
         the consolidated financial statements, and revise your disclosure
under Item 1 to include
         the substance of your discussion in this section.
8.       Please revise your disclosure here to state that, to the extent cash
and/or assets in the
         business is in the PRC/Hong Kong or a PRC/Hong Kong entity, the cash
and/or
         assets may not be available to fund operations or for other use
outside of the PRC/Hong
         Kong due to interventions in or the imposition of restrictions and
limitations on the ability
         of you or your subsidiaries by the PRC government to transfer such
cash and/or assets.
         Additionally, to the extent you have cash management policies that
dictate how funds are
         transferred between you and your subsidiaries, summarize the policies
and disclose the
         source of such policies (e.g., whether they are contractual in
nature); if you do not, state
         that that is the case. We note your disclosure that "[t]here is a
possibility that the PRC
 Wenxian Fan
Pony Group Inc.
January 19, 2023
Page 4
       government could prevent our cash maintained in Hong Kong or Shenzhen
from leaving
       or the PRC could restrict the deployment of the cash into our business
or for the payment
       of dividends"; revise to also discuss the extent to which assets in such
businesses may not
       be available due to such potential restrictions and limitations.
9.     We note your disclosure that you "have never paid or declared any cash
dividends," as
       well as your disclosure that "[i]f we determine to pay dividends on any
of our capital stock
       in the future, we will be dependent on receipt of funds from our Hong
Kong subsidiary . . .
       ." Please revise your risk factor discussion to conform to your
disclosure here, to the
       extent that you have not paid any dividends and do not therefore
currently rely on
       dividends. In this regard, we note your disclosure on page 23 that "we
rely on dividends
       and other fees paid to us by our subsidiary and affiliated consolidated
entities in China . . .
       ."
Part III, page 41

10.    Please revise to provide all of the information required by Part III of
Form 10-K, or tell us
       why you believe you are not required to do so.
       Please contact Brian Fetterolf at 202-551-6613 or Lilyanna Peyser at
202-551-3222 with
any questions.



                                                              Sincerely,
FirstName LastNameWenxian Fan
                                                              Division of
Corporation Finance
Comapany NamePony Group Inc.
                                                              Office of Trade &
Services
January 19, 2023 Page 4
cc:       Richard I. Anslow
FirstName LastName