6-K
Pony AI Inc. (PONY)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of June 2026
Commission file number: 001-42409
Pony AI Inc.
(Exact Name of Registrant as Specified in ItsCharter)
1301 Pearl Development Building
1 Mingzhu 1st Street, Hengli Town, Nansha District
Guangzhou, People’s Republic of China,511458
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F x Form 40-F ¨
EXHIBIT INDEX
| Exhibit No. | Description |
|---|---|
| 99.1 | Announcement — Poll Results of the Annual General Meeting Held on June 8, 2026 |
| 99.2 | Press Release titled “Pony AI Inc. Announces Results of the Annual General Meeting” |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Pony AI Inc. | ||
|---|---|---|
| Date: June 8, 2026 | By: | /s/ Jun Peng |
| Name: Dr. Jun Peng | ||
| Title: Chairman of the Board, Chief Executive Officer |
Exhibit 99.1
HongKong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement,make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arisingfrom or in reliance upon the whole or any part of the contents of this announcement.
PonyAI Inc.
小馬智行*
(Acompany controlled through weighted voting rights and incorporated in the Cayman Islands with limited liability)
(Stockcode: 2026)
POLLRESULTS OF THE ANNUAL
GENERAL MEETING HELD ON JUNE 8, 2026
References are made to the Notice of Annual General Meeting (the “AGM”) dated April 22, 2026 (the “Notice”) and the circular to the holders of Company’s shares (the “Shareholders”) dated April 22, 2026 (the “Circular”) of Pony AI Inc. (the “Company”). Unless otherwise defined, capitalized terms used herein shall have the same meanings as those defined in the Circular and the Notice.
The board of directors (the “Board”) of the Company is pleased to announce that the AGM was held at 10:00 a.m. (Beijing time) on June 8, 2026 at 1/F, Building 8, Phase II, Datang Industrial Park, Huangge Town, Nansha District, Guangzhou, Guangdong Province, PRC.
All resolutions proposed at the AGM have been duly passed. As of the Share Record Date, the total number of issued Shares was 433,541,553 Shares, comprising 352,452,783 Class A Ordinary Shares and 81,088,770 Class B Ordinary Shares. There was no Shareholder who was required under Listing Rules to abstain from voting on any resolution proposed at the AGM, nor any Shareholder who was entitled to attend the AGM but was required to abstain from voting in favour of any resolution at the AGM pursuant to Rule 13.40 of the Listing Rules. No Shareholder has indicated in the Circular that it intends to vote against or in abstention in respect of any resolution proposed at the AGM. As of the date of this announcement, there were (a) no Treasury Shares held by the Company (including any Treasury Shares held or deposited with CCASS), and (b) no repurchased Shares which are pending cancellation and should be excluded from the total number of issued Shares for the purpose of the AGM.
Accordingly, the total number of Shares entitling the holders to attend and vote on the resolutions numbered 1 to 8 proposed at the AGM was 433,541,553 Shares, comprising 352,452,783 Class A Ordinary Shares and 81,088,770 Class B Ordinary Shares.
* For identificationpurpose only
1
According to the Company’s tenth amended and restated memorandum and articles of association (the “Memorandum and Articles of Association”), (i) with regard to the resolutions numbered 1 to 7, each Class A Ordinary Share shall entitle its holder to one vote and each Class B Ordinary Share shall entitle its holder to ten votes on a poll at the AGM; (ii) with regard to the resolution numbered 8, each Class A Ordinary Share and each Class B Ordinary Share shall entitle its holder to one vote on a poll at the AGM.
In accordance with the provisions of the Listing Rules, voting on the resolutions at the AGM was conducted by way of poll. The voting results in respect of the resolutions proposed at the AGM are set out as follows:
| ORDINARY RESOLUTIONS | NUMBER OF VOTES CAST AND PERCENTAGE (%) | TOTAL NUMBER OF VOTING SHARES | TOTAL NUMBER OF VOTES CAST | |||
|---|---|---|---|---|---|---|
| FOR | AGAINST | |||||
| 1. | To<br> receive and adopt the audited consolidated financial statements of the Company for the year ended December 31, 2025 and the<br> reports of the Directors and independent auditors hereon. | Class A<br> Ordinary Shares | 267,754,867<br><br> <br>(99.871714%) | 343,933<br><br> <br>(0.128286%) | 268,098,800 | 268,098,800 |
| Class B<br> Ordinary Shares | 810,887,700<br><br> <br>(100.000000%) | 0<br><br> <br>(0.000000%) | 81,088,770 | 810,887,700 | ||
| TOTAL<br> NUMBER (CLASS A & CLASS B) | 1,078,642,567<br><br> <br>(99.968124%) | 343,933<br><br> <br>(0.031876%) | 349,187,570 | 1,078,986,500 | ||
| The<br> resolution has been duly passed as an ordinary resolution with a simple majority of valid votes held by Shareholders (including proxies)<br> attending the AGM cast in favor thereof. | ||||||
| 2. | To<br> re-elect Mr. Fei Zhang as a non-executive Director. | Class A<br> Ordinary Shares | 250,498,370<br><br> <br>(93.434660%) | 17,601,680<br><br> <br>(6.565340%) | 268,100,050 | 268,100,050 |
| Class B<br> Ordinary Shares | 810,887,700<br><br> <br>(100.000000%) | 0<br><br> <br>(0.000000%) | 81,088,770 | 810,887,700 | ||
| TOTAL<br> NUMBER (CLASS A & CLASS B) | 1,061,386,070<br><br> <br>(98.368686%) | 17,601,680<br><br> <br>(1.631314%) | 349,188,820 | 1,078,987,750 | ||
| The<br> resolution has been duly passed as an ordinary resolution with a simple majority of valid votes held by Shareholders (including proxies)<br> attending the AGM cast in favor thereof. |
2
| ORDINARY RESOLUTIONS | NUMBER OF VOTES CAST AND PERCENTAGE (%) | TOTAL NUMBER OF VOTING SHARES | TOTAL NUMBER OF VOTES CAST | |||
|---|---|---|---|---|---|---|
| FOR | AGAINST | |||||
| 3. | To<br> re-elect Mr. Takeo Hamada as a non-executive Director. | Class A<br> Ordinary Shares | 251,932,896<br><br> <br>(93.972945%) | 16,157,986<br><br> <br>(6.027055%) | 268,090,882 | 268,090,882 |
| Class B<br> Ordinary Shares | 810,887,700<br><br> <br>(100.000000%) | 0<br><br> <br>(0.000000%) | 81,088,770 | 810,887,700 | ||
| TOTAL<br> NUMBER (CLASS A & CLASS B) | 1,062,820,596<br><br> <br>(98.502474%) | 16,157,986<br><br> <br>(1.497526%) | 349,179,652 | 1,078,978,582 | ||
| The<br> resolution has been duly passed as an ordinary resolution with a simple majority of valid votes held by Shareholders (including proxies)<br> attending the AGM cast in favor thereof. | ||||||
| 4. | To<br> authorize the Board to fix the remuneration of the Directors. | Class A<br> Ordinary Shares | 254,262,324<br><br> <br>(94.839250%) | 13,835,877<br><br> <br>(5.160750%) | 268,098,201 | 268,098,201 |
| Class B<br> Ordinary Shares | 810,887,700<br><br> <br>(100.000000%) | 0<br><br> <br>(0.000000%) | 81,088,770 | 810,887,700 | ||
| TOTAL<br> NUMBER (CLASS A & CLASS B) | 1,065,150,024<br><br> <br>(98.717696%) | 13,835,877<br><br> <br>(1.282304%) | 349,186,971 | 1,078,985,901 | ||
| The<br> resolution has been duly passed as an ordinary resolution with a simple majority of valid votes held by Shareholders (including proxies)<br> attending the AGM cast in favor thereof. | ||||||
| 5. | To<br> grant a general mandate to the Directors to issue, allot and deal with additional Class A Ordinary Shares and/or ADSs (including<br> any sale and/ or transfer of Treasury Shares) not exceeding 20% of the total number of issued Shares (excluding any Treasury Shares)<br> as at the date of passing of this resolution. | Class A<br> Ordinary Shares | 193,875,315<br><br> <br>(72.323473%) | 74,191,618<br><br> <br>(27.676527%) | 268,066,933 | 268,066,933 |
| Class B<br> Ordinary Shares | 810,887,700<br><br> <br>(100.000000%) | 0<br><br> <br>(0.000000%) | 81,088,770 | 810,887,700 | ||
| TOTAL<br> NUMBER (CLASS A & CLASS B) | 1,004,763,015<br><br> <br>(93.123750%) | 74,191,618<br><br> <br>(6.876250%) | 349,155,703 | 1,078,954,633 | ||
| The<br> resolution has been duly passed as an ordinary resolution with a simple majority of valid votes held by Shareholders (including proxies)<br> attending the AGM cast in favor thereof. | ||||||
| 6. | To<br> grant a general mandate to the Directors to repurchase Shares and/or ADSs not exceeding 10% of the total number of issued Shares<br> (excluding any Treasury Shares) as at the date of passing of this resolution. | Class A<br> Ordinary Shares | 267,946,644<br><br> <br>(99.941752%) | 156,165<br><br> <br>(0.058248%) | 268,102,809 | 268,102,809 |
| Class B<br> Ordinary Shares | 810,887,700<br><br> <br>(100.000000%) | 0<br><br> <br>(0.000000%) | 81,088,770 | 810,887,700 | ||
| TOTAL<br> NUMBER (CLASS A & CLASS B) | 1,078,834,344<br><br> <br>(99.985527%) | 156,165<br><br> <br>(0.014473%) | 349,191,579 | 1,078,990,509 | ||
| The<br> resolution has been duly passed as an ordinary resolution with a simple majority of valid votes held by Shareholders (including proxies)<br> attending the AGM cast in favor thereof. |
3
| ORDINARY RESOLUTIONS | NUMBER OF VOTES CAST AND PERCENTAGE (%) | TOTAL NUMBER OF VOTING SHARES | TOTAL NUMBER OF VOTES CAST | |||
|---|---|---|---|---|---|---|
| FOR | AGAINST | |||||
| 7. | To<br> extend the general mandate granted to the Directors to issue, allot and deal with additional Class A Ordinary Shares and/or<br> ADSs (including any sale and/or transfer of Treasury Shares) in the capital of the Company by the aggregate number of the Shares<br> and/or ADSs repurchased by the Company. | Class A<br> Ordinary Shares | 201,305,357<br><br> <br>(75.086506%) | 66,792,557<br><br> <br>(24.913494%) | 268,097,914 | 268,097,914 |
| Class B<br> Ordinary Shares | 810,887,700<br><br> <br>(100.000000%) | 0<br><br> <br>(0.000000%) | 81,088,770 | 810,887,700 | ||
| TOTAL<br> NUMBER (CLASS A & CLASS B) | 1,012,193,057<br><br> <br>(93.809690%) | 66,792,557<br><br> <br>(6.190310%) | 349,186,684 | 1,078,985,614 | ||
| The<br> resolution has been duly passed as an ordinary resolution with a simple majority of valid votes held by Shareholders (including proxies)<br> attending the AGM cast in favor thereof. | ||||||
| 8. | To<br> re-appoint Deloitte Touche Tohmatsu Certified Public Accountants LLP and Deloitte Touche Tohmatsu as auditors of the Company to hold<br> office until the conclusion of the next annual general meeting of the Company and to authorize the Board to fix their remuneration<br> for the year ending December 31, 2026. | Class A<br> Ordinary Shares | 250,326,207<br><br> <br>(93.369987%) | 17,775,154<br><br> <br>(6.630013%) | 268,101,361 | 268,101,361 |
| Class B<br> Ordinary Shares | 81,088,770<br><br> <br>(100.000000%) | 0<br><br> <br>(0.000000%) | 81,088,770 | 81,088,770 | ||
| TOTAL<br> NUMBER (CLASS A & CLASS B) | 331,414,977<br><br> <br>(94.909606%) | 17,775,154<br><br> <br>(5.090394%) | 349,190,131 | 349,190,131 | ||
| The<br> resolution has been duly passed as an ordinary resolution with a simple majority of valid votes held by Shareholders (including proxies)<br> attending the AGM cast in favor thereof. |
The Company’s share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, acted as the scrutineer for the vote-taking at the AGM.
All the Directors attended the AGM in person or via electronic means.
| By<br> order of the Board | |
|---|---|
| Pony<br> AI Inc. | |
| Dr. Jun<br> Peng | |
| Chairman<br> of the Board and Chief Executive Officer |
Hong Kong, June 8, 2026
Asof the date of this announcement, the Board comprises: (i) Dr. Jun Peng and Dr. Tiancheng Lou as executive Directors;(ii) Mr. Fei Zhang and Mr. Takeo Hamada as non-executive Directors; and (iii) Mr. Jackson Peter Tai, Dr. MarkQiu and Ms. Asmau Ahmed as independent non-executive Directors.
4
Exhibit 99.2
Pony AI Inc. Announces Results ofthe Annual General Meeting
GUANGZHOU, China, June 8, 2026 /PRNewswire/ -- Pony AI Inc. (“Pony.ai” or the “Company”) (NASDAQ: PONY; HKEX: 2026), a global leader in achieving large-scale mass production and commercialization of autonomous driving technology, today announced that each of the proposed resolutions submitted for shareholders' approval (the “Proposed Resolutions”) as set forth in the notice of the annual general meeting dated April 22, 2026, Hong Kong time (the “AGM Notice”), has been adopted at the annual general meeting held in Guangzhou, China today.
After the adoption of the Proposed Resolutions, all corporate authorizations and actions contemplated thereunder are approved, including, among other things, that (i) Mr. Fei Zhang and Mr. Takeo Hamada are re-elected as non-executive directors of the Company, and (ii) the directors of the Company are granted a general mandate to issue, allot, and deal with additional Class A ordinary shares and/or American depositary shares ("ADSs") of the Company and a general mandate to repurchase the Company’s own shares and/or ADSs, respectively, on the terms and in the periods as set out in the AGM Notice.
About Pony AI Inc.
Pony AI Inc. (NASDAQ: PONY; HKEX: 2026), founded in 2016, is a global leader in achieving large-scale mass production and commercialization of autonomous driving technology. Pony.ai is committed to delivering safe, advanced, and reliable autonomous driving technology and solutions. At the heart of Pony.ai’s strategy is its proprietary world model PonyWorld and its Virtual Driver technology. Together, they power the development and scaling of its Robotaxi services, Robotruck services, and Intelligent solutions businesses. With operations spanning China, Europe, East Asia, the Middle East, and beyond, Pony.ai stands among a select few companies globally to achieve fully driverless commercial operations. Pony.ai has forged deep and extensive partnerships across the autonomous driving value chain, enabling it to accelerate the commercialization of autonomous driving in line with its ultimate vision: “Autonomous Mobility Everywhere.” For more information, please visit: https://ir.pony.ai.
Safe Harbor Statement
This press release contains statements that may constitute "forward-looking" statements pursuant to the "safe harbor" provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as "will," "expects," "anticipates," "aims," "future," "intends," "plans," "believes," "estimates," "likely to," and similar statements. Statements that are not historical facts, including statements about Pony.ai’s beliefs, plans, and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. Further information regarding these and other risks is included in Pony.ai’s filings with the SEC and the Hong Kong Stock Exchange. All information provided in this press release is as of the date of this press release, and Pony.ai does not undertake any obligation to update any forward-looking statement, except as required under applicable law.
For investor inquiries, please contact:
Pony.ai
Investor Relations
Email: [email protected]