UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

 Form 10-K

 ANNUAL REPORT PURSUANT TO SECTION
13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the fiscal year ended December 31, 202 3

 TRANSITION REPORT PURSUANT TO
SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the transition period from to

 Commission file number: 333-234358

 PONY GROUP INC.

 (Exact
name of registrant as specified in its charter)

 Delaware

 83-3532241

 (State or other jurisdiction of
 incorporation or organization)

 (I.R.S. Employer
 Identification Number)

 Engineer Experiment Building, A202
 7 Gaoxin South Avenue, Nanshan District
 Shenzhen, Guangdong Province
 People's Republic of China

 518000

 (Address of principal executive offices)

 (Zip Code)

 Registrant's telephone number: +86 0755 86665622

 Securities registered pursuant to Section 12(b)
of the Act:

 Title of Each Class:

 Trading Symbol

 Name of Each Exchange on Which Registered:

 Common Stock

 PNYG

 None

 Securities
registered pursuant to Section 12(g) of the Act: None

 Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

 Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d)
of the Exchange Act. Yes No

 Indicate by check mark whether the registrant (1) has
filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes No

 Indicate by check mark whether the registrant has
submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of
this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes
No

 Indicate by check mark whether the registrant is
a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See
definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging
growth company" in Rule 12b-2 of the Exchange Act.

 Large accelerated filer

 Accelerated filer

 Non-accelerated filer

 Smaller reporting company

 Emerging growth company

 If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.

 Indicate by check mark whether the registrant has
filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting
under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its
audit report.

 Indicate by check mark whether the registrant is
a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the
registrant included in the filing reflect the correction of an error to previously issued financial statements.

 Indicate by check mark whether any of those error
corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's
executive officers during the relevant recovery period pursuant to §240.10D-1(b).

 Common stock held by each officer and director and by each person known
to the registrant who owned 10% or more of the outstanding voting and non-voting common stock have been excluded in that such persons
may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes. The
aggregate market value of the Registrant's common stock outstanding, other than the shares held by persons who may be deemed affiliates
of the Registrant, at June 30, 2023, was approximately $ 44,463,600.

 As of March 28, 2024 there were 11,500,000 shares
of common stock, par value $0.001 per share, of the registrant issued and outstanding.

 DOCUMENTS INCORPORATED BY REFERENCE

 If the following documents are incorporated by
reference, briefly describe them and identify the part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated:
(i) any annual report to security holders; (ii) any proxy or information statement; and (iii) any prospectus filed pursuant to Rule 424(b)
or (c) of the Securities Act of 1933 (the "Securities Act"). The listed documents should be clearly described for identification
purposes (e.g. annual reports to security holders for fiscal year ended December 24, 1980): None

 PONY GROUP INC.

 PAGE

 Cautionary Note Regarding Forward-Looking Statements

 iii

 Item 1.

 Business

 Item 1A.

 Risk Factors

 Item 1B.

 Unresolved Staff Comments

 Item 1C.

 Cybersecurity

 Item 2.

 Properties

 Item 3.

 Legal Proceedings

 Item 4.

 Mine Safety Disclosures

 Item 5.

 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Item 6.

 [Reserved]

 Item 7.

 Management's Discussion and Analysis of Financial Condition and Results of Operations

 Item 7A.

 Quantitative and Qualitative Disclosures About Market Risk

 Item 8.

 Financial Statements and Supplementary Data

 Item 9.

 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 Item 9A.

 Controls and Procedures

 Item 9B.

 Other Information

 Item 9C

 Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

 Item 10.

 Directors, Executive Officers and Corporate Governance

 Item 11.

 Executive Compensation

 Item 12.

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item 13.

 Certain Relationships and Related Transactions

 Item 14.

 Principal Accounting Fees and Services

 Item 15.

 Exhibits and Financial Statement Schedules

 Item 16.

 Form 10-K Summary

 i

 Unless otherwise stated in this Annual Report on
Form 10-K ("Report"), references to:

 "China" or the "PRC" refers to the People's Republic of China, excluding, for the purposes of this Report only, Hong Kong, Macau and Taiwan;

 "RMB" and "Renminbi" refer to the legal currency of China;

 "US$," "U.S. dollars," "$," and "dollars" refer to the legal currency of the United States;

 "Pony," "we," "us," "our company" and "our" refer to Pony Group Inc., its subsidiaries.

 "PonyHK" refer to Pony Limousine Services Limited., our wholly owned subsidiary in Hong Kong; and

 "Universe Travel" refers to Universe Travel Culture & Technology Ltd., a wholly-owned PRC subsidiary of Pony HK.

 We use U.S. dollars as reporting currency in our
financial statements and in this Report. Monetary assets and liabilities denominated in Renminbi are translated into U.S. dollars at the
rates of exchange as of the balance sheet date, equity accounts are translated at historical exchange rates, and revenues, expenses, gains
and losses are translated using the average rate for the period. In other parts of this Report, any Renminbi denominated amounts are accompanied
by translations. We make no representation that the Renminbi or U.S. dollar amounts referred to in this Report could have been or could
be converted into U.S. dollars or Renminbi, as the case may be, at any particular rate or at all. The PRC government restricts or prohibits
the conversion of Renminbi into foreign currency and foreign currency into Renminbi for certain types of transactions.

 ii

 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 This
Report, including, without limitation, statements under the heading "Management's Discussion and Analysis of Financial Condition
and Results of Operations," includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933
and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements can be identified by the use of forward-looking
terminology, including the words "believes," "estimates," "anticipates," "expects," "intends,"
"plans," "may," "will," "potential," "projects," "predicts," "continues,"
or "s hould," or, in each case, their negative or other variations or comparable terminology. There can be no assurance
that actual results will not materially differ from expectations. Such statements include, but are not limited to, any statements relating
to our ability to consummate any acquisition or other business combination and any other statements that are not statements of current
or historical facts. These statements are based on management's current expectations, but actual results may differ materially due
to various factors, including, but not limited to:

 our goals and strategies;

 our future business development, financial condition and results of operations;

 the expected growth and heavy regulation of the credit industry, and marketplace lending in particular, in China;

 the growth in China of disposable household income and the availability and cost of credit available to finance car purchases;

 the growth of China's ride-hailing, automobile financing and leasing industries;

 taxes and other incentives or disincentives related to car purchases and ownership;

 fluctuations in the sales and price of new and used cars and consumer acceptance of financing car purchases;

 ride-hailing, transportation networks, and other fundamental changes in transportation pattern;

 our expectations regarding demand for and market acceptance of our products and services;

 our expectations regarding our customer base;

 our plans to invest in our automobile transaction and related services business;

 our relationships with our business partners;

 competition in our industries;

 macro-economic and political conditions affecting the global economy generally and the market in China specifically; and

 relevant government policies and regulations, relating to our industries.

 The
forward-looking statements contained in this Report are based on our current expectations and beliefs concerning future developments and
their potential effects on us. Future developments affecting us may not be those that we have anticipated or over which we may not have
any control. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) and other
assumptions that may cause actual results or performance to be materially different from those that are expressed or implied by these
forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading "Risk
Factors" in this report and our other periodic reports filed by us with the SEC. Should one or more of these risks or unanticipated
risks or uncertainties mate rialize, or should any of our assumptions prove incorrect, actual results may vary in material respects
from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. These
risks and others described in our periodic reports are not exhaustive.

 By their nature, forward-looking statements involve
risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. We caution
you that forward-looking statements are not guarantees of future performance and that our actual results of operations, financial condition
and liquidity, and developments in the industry in which we operate may differ materially from those made in or suggested by the forward-looking
statements contained in this Report. In addition, even if our results or operations, financial condition and liquidity, and developments
in the industry in which we operate are consistent with the forward-looking statements contained in this Report, those results or developments
may not be indicative of results or developments in subsequent periods.

 iii

 Item 1. Business

 Overview

 Pony Group Inc. ('Company" or "Pony")
was incorporated on January 7, 2019 in the state of Delaware.

 Our Corporate History

 On March 7, 2019, Pony Group Inc (the "Purchaser"),
and Wenxian Fan, the sole owner of Pony Limousine Services Limited, entered into a Stock Purchase Agreement (the "Purchase Agreement"),
pursuant to which Wenxian Fan (the "Seller") would sell to the Purchaser, and the Purchaser will purchase from the Seller,
10,000 shares of the Pony Limousine Services Limited ("Pony HK"), which represented 100% of the shares. On March 7, 2019,
this transaction was completed.

 Pony Limousine Services Limited is a limited liability
company formed under the laws of Hong Kong on April 28, 2016, which was formed by Wenxian Fan. Its registered office is located at Flat/Rm
01 11/F, Lucky Comm Bldg, 103 Des Voeux Rd West, Sheung Wan, Hong Kong. On February 2, 2019, Universe Travel Culture & Technology
Ltd. ("Universe Travel") was incorporated as a wholly-owned PRC subsidiary of Pony HK.

 Our Corporate Structure

 We do not have or intend to set up any subsidiary
or enter into any contractual arrangements to establish a variable interest entity ("VIE") structure with any entity in China.
The following diagram illustrates our corporate structure, including our subsidiaries as of the date of this Report:

 Our
holding company structure presents unique risks as our investors may never directly hold equity interests in our Hong Kong or Shenzhen
operating subsidiary and will be dependent upon dividends and other distributions from our subsidiaries to finance our cash flow needs.
We are, however, not a Chinese or Hong Kong operating company but a United States holding company with operations conducted by our subsidiaries.
Our ability to receive dividends and other contributions from our subsidiaries are significantly affected by regulations p romulgated
by Hong Kong and PRC authorities. Any change in the interpretation of existing rules and regulations or the promulgation of new rules
and regulations may materially affect our operations and or the value of our securities, including causing the value of our securities
to significantly decline or become worthless. For a detailed description of the
risks facing the Company associated with our structure, please refer to "Item 1A. Risk Factors - Risks Related to Doing
Business in China."

 Currently,
PRC laws and regulations do not prohibit direct foreign investment in our Hong Kong or Shenzhen operating subsidiary. Nonetheless, in
light of the recent statements and regulatory actions by the PRC government, such as those related to Hong Kong's national security,
the promulgation of regulations prohibiting foreign ownership of Chinese companies operating in certain industries, which are constantly
evolving, and anti-monopoly concerns, we may be subject to the risks of uncertainty of any future actions of the PRC government in this
regard, which would likely result in a material change in our operations, including our ability to continue our existin g holding
company structure, carry on our current business, accept foreign investments, and offer or continue to offer securities to our investors,
and the resulting adverse change in value to our common stock. We may also be subject to penalties and sanctions imposed by the PRC or
Hong Kong regulatory agencies, including the China Securities Regulatory Commission, or CSRC, if we fail to comply with such rules and
regulations, which would likely adversely affect the ability of the Company's securities to continue to trade on the OTCQB, which
would likely cause the value of our securities to significantly decline or become worthless.

 The Holding Foreign Companies Accountable Act (the "HFCA Act")
and the Accelerating Holding Foreign Companies Accountable Act ("AHFCAA")

 As more stringent criteria applying to emerging
market companies upon assessing the qualification of their auditors have been imposed by the United States Securities and Exchange Commission
(the "SEC") and the Public Company Accounting Oversight Board (the "PCAOB") recently, and under the HFCA Act,
our securities may be prohibited from being traded on the over-the-counter (the "OTC") markets if our auditor is not inspected
by the PCAOB for three consecutive years, and this ultimately could result in trading in our securities being prohibited.

 The
HFCA Act was enacted on December 18, 2020. The HFCA Act states that if the SEC determines that an issuer's audit reports issued
by a registered public accounting firm have not been subject to inspection by the PCAOB for three consecutive years beginning in 2021,
the SEC shall prohibit such issuer's securities from being traded on a national securities exchange or in the over-the-counter trading
market in the United States. On March 24, 2021, the SEC adopted interim final rules relating to the implementation of certain disclosure
and documentation requirements of the HFCA Act. We will be required to comply with these rules if the SEC identifies us as having a "non-inspection"
year under a process to be subsequently established by the SEC. If we fail to meet the new rules before the deadline specified thereunder,
we could face possible prohibition from trading on the OTCQB, deregistration from the SEC and/or other risks, which may materially and
adversely affect, or effectively terminate, our securities tra ding in the United States. On December 2, 2021, the SEC issued amendments
to finalize rules implementing the submission and disclosure requirements in the HFCA Act. The rules apply to registrants that the SEC
identifies as having filed an annual report with an audit report issued by a registered public accounting firm that is
located in a foreign jurisdiction and that PCAOB is unable to inspect or investigate completely because of a position taken by an authority
in foreign jurisdictions.

 Furthermore, on June 22, 2021, the U.S. Senate
passed the Accelerating Holding Foreign Companies Accountable Act (the "AHFCAA"), which would amend the HFCA Act and require
the SEC to prohibit an issuer's securities from trading on any U.S. stock exchanges or the OTC markets if its auditor is not subject
to PCAOB inspections for two consecutive years instead of three thus reducing the time before our securities may be prohibited from trading
or being delisted. On December 29, 2022, the AHFCAA was signed into law.

 On December 16, 2021, the PCAOB issued a determination, under the HFCA
Act, on registered public accounting firms headquartered in Hong Kong and the mainland China of the People's Republic of China that
it is unable to inspect or investigate completely. As of this Report, our auditor, YCM CPA, Inc., is not headquartered in China nor Hong
Kong and thus is not subject to such determination.

 As
a firm registered with the PCAOB, YCM CPA, Inc. is subject to laws in the United States which provide that the PCAOB shall conduct regular
inspections to assess the auditor's compliance with the applicable professional standards. We have no intention of dismissing BF
YCM CPA, Inc in the future or engaging any auditor not based in the U.S. and not subject to regular inspection by the PCAOB. There is
no guarantee, however, that any future auditor engaged by the Company would remain subject to full PCAOB inspection during the entire
term of our engagement. If it is later determined that the PCAOB is unable to inspect or investigate our auditor completely, investor
may be deprived of the benefits of such inspection. Any audit reports not issued by auditors that are completely inspected by the PCAOB,
or a lack of PCAOB inspections of audit work undertaken in China or Hong Kong that prevents the PCAOB from regularly evaluating our auditors'
audits and their quality control procedures, could result in a lack of assurance that our financial statements and disclosures are adequate
and accurate.

 On August 26, 2022, the PCAOB announced and signed
a Statement of Protocol (the "Protocol") with the China Securities Regulatory Commission and the Ministry of Finance of the
People's Republic of China. The Protocol provides the PCAOB with: (1) sole discretion to select the firms, audit engagements and
potential violations it inspects and investigates, without any involvement of Chinese authorities; (2) procedures for PCAOB inspectors
and investigators to view complete audit work papers with all information included and for the PCAOB to retain information as needed;
(3) direct access to interview and take testimony from all personnel associated with the audits the PCAOB inspects or investigates.

 The PCAOB reassessed the 2021
PCAOB Determinations that the positions taken by PRC authorities prevented the PCAOB from inspecting and investigating in mainland China
and Hong Kong completely. The PCAOB sent its inspectors to conduct on-site inspections and investigations of firms headquartered in mainland
China and Hong Kong from September to November 2022.

 On
December 15, 2022, the PCAOB announced in its determination (the "2022 Determination") that the PCAOB was able to secure complete
access to inspect and investigate accounting firms headquartered in mainland China and Hong Kong, and the PCAOB Board voted to vacate
previous determinations to the contrary. Should the PCAOB again encounter impediments to inspections and investigations in mainland China
or Hong Kong as a result of positions taken by any authority in either jurisdiction, including by the CSRC or the Ministry of Finance,
the PCAOB will make determinations under the HFCAA as and when appropriate. We cannot assure you whether OTC or regulatory authorities
would apply additional and more stringent criteria to us after considering the effectiveness of our auditor's audit procedures and
quality control procedures, adequacy of personnel and training, or sufficiency of resources, geographic reach, or experience as it relates
to the audit of our financial statements. There is a risk that the PCAOB is unable to inspect or investigate completely the Company's
auditor because of a position taken by an authority in a foreign jurisdiction or any other reasons, and that the PCAOB may re-evaluate
its determinations as a result of any obstruction with the implementation of
the Protocol. Such lack of inspection or re-evaluation could cause trading in the Company's securities to be prohibited under the
HFCAA ultimately result in a determination by a securities exchange to delist the Company's securities. In addition, under the HFCAA
as amended by the AHFCAA, our securities may be prohibited from trading on the OTC or other U.S. stock exchanges if our auditor is not
inspected by the PCAOB for two consecutive years, and this ultimately could result in our ordinary shares being delisted by and
exchange.

 Future developments in respect of increased U.S.
regulatory access to audit information are uncertain, as the legislative developments are subject to the legislative process and the regulatory
developments are subject to the rule-making process and other administrative procedures.

 See
also " Item 1A. Risk Factors - Risks Related to Doing Business in China - Holding Foreign Companies Accountable
Act, or the HFCAA, and the related regulations are evolving quickly. Further implementations and interpretations of our amendments to
the HFCAA or the related regulations, or a PCAOB's determination of its lack of sufficient access to inspect our auditor, might
pose regulatory risks to and impose restrictions on us because of our operations in mainland China that PCAOB may not be able to inspect
or investigate completely such audit documentation and, as such, you may be deprived of the benefits of such inspection and our ordinary
share could be delisted from the stock exchange pursuant to the HFCAA.

 Regulatory Permissions and Developments

 We
have determined that the laws and regulations of the PRC do not currently have any material impact on our business, financial condition
or results of operations. However, there is no assurance that there will not be any changes in the economic, political and legal environment
in Hong Kong, where Pony HK operates, in the future. If there is significant change to current political arrangements between mainland
China and Hong Kong, companies operated in Hong Kong such as us may face similar regulatory risks as those operated in PRC, including
their ability to offer securities to investors, list their securities on a U.S. or other foreign exchange, conduct their business or accept
foreign i nvestment. In light of China's recent expansion of authority
in Hong Kong, there are risks and uncertainties which we cannot foresee for the time being, and rules and regulations in China can change
quickly with little or no advance notice. The Chinese government may intervene or influence our current and future operations in Hong
Kong at any time, or may exert more control over offerings conducted overseas and/or foreign investment in issuers likes ourselves. See
"Item 1A. Risk Factors - Risks Related to Doing Business in China."

 Except for the Basic Law, national laws of the
PRC do not apply in Hong Kong unless they are listed in Annex III of the Basic Law and applied locally by promulgation or local legislation.
National laws that may be listed in Annex III are currently limited under the Basic Law to those which fall within the scope of defense
and foreign affairs as well as other matters outside the limits of the autonomy of Hong Kong. National laws and regulations relating to
data protection, cybersecurity and anti-monopoly have not been listed in Annex III and do not apply directly to Hong Kong and, as such,
the CAC and CSRC do not currently have jurisdiction over companies operating in Hong Kong.

 In addition, in light of the recent statements
and regulatory actions by the PRC government, such as those related to Hong Kong's national security, the promulgation of regulations
prohibiting foreign ownership of Chinese companies operating in certain industries, which are constantly evolving, and anti-monopoly concerns,
we may be subject to the risks of uncertainty of any future actions of the PRC government in this regard including the risk that the PRC
government could disallow our holding company structure, which may result in a material change in our operations, including our ability
to continue our existing holding company structure, carry on our current business, accept foreign investments, and offer or continue to
offer securities to our investors. These adverse actions could cause the value of our securities to significantly decline or become worthless.

 We
also have operations in mainland China through our subsidiary Universe Travel and that the risks with regards to obtaining regulatory
permissions equally apply to both our China and Hong Kong operation. We are aware that, recently, the PRC government initiated a series
of regulatory actions and statements to regulate business operations in certain areas in China with little advance notice, including cracking
down on illegal activities in the securities market, enhancing supervision over China-based companies listed overseas using variable interest
entity structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement.
For example, on July 6, 2021, the General Office of the Communist Party of China Central Committee and the General Office of the State
Council jointly issued a document to crack down on illegal activities in the securities market and promote the high-quality development
of the capital market, which, among other things, requ ires the relevant governmental authorities to strengthen cross-border oversight
of law-enforcement and judicial cooperation, to enhance supervision over China-based companies listed overseas, and to establish and improve
the system of extraterritorial application of the PRC securities laws. Also, on July 10, 2021, the Cyberspace Administration of China
(the "CAC") issued a revised draft of the Measures for Cybersecurity Review for public comments, or the Revised Draft, which
required that, among others, in addition to "operator of critical information infrastructure", any "data processor"
controlling personal information of no less than one million users (which to be further specified) which seeks to list in a foreign stock
exchange should also be subject to cybersecurity review, and further elaborated the factors to be considered when assessing the national
security risks of the relevant activities.

 Our
operations in China and Hong Kong are respectively governed by PRC and Hong Kong laws and regulations. As of the date of this annual
report, our PRC and Hong Kong subsidiaries have obtained all the requisite licenses and permits from the PRC and Hong Kong government
authorities that are material for our business operations in PRC and Hong Kong.

 The following table provides
details on the licenses and permissions held by our Hong Kong and PRC subsidiaries:

 Company

 License/Permission

 Issuing Authority

 Validity

 Pony Limousine Services Limited

 Business Registration Certificate

 Registrar of Companies Hong Kong Special Administrative Region

 April 28, 2024 - April 27, 2025

 Universe Travel Culture & Technology Ltd.

 Business License

 Administrative Examination and Approval Bureau of Guangdong Shenzhen

 February 2, 2019 - Long-term

 As
of the date of this report, as advised our PRC legal counsel, Beijing Haotai Law Firm, none of our nor our subsidiaries are currently
required to obtain any permission approval or business licenses from the CSRC, the CAC, the trading of our securities on the OTCQB and
the offering of our securities to foreign investors, or any other governmental
agency that is required to approve our or our subsidiaries' operations. The business of our Hong Kong subsidiary, Pony HK
is not subject to cybersecurity review with the CAC, given that PRC laws on data protection and cybersecurity do not currently apply to
Hong Kong. Further, for our Shenzhen subsidiary, Universe Travel, and to the extent that if we become subject to such PRC laws in the
future. As advised by our PRC counsel, we do not believe we are required to conduct a cybersecurity review because (i) we do not possess
a large amount of personal information on more than one million users in our business operations; and (ii) data processed in our business
does not have a bearing on national security and thus may not be classified as core or important data by the authorities. However, our
operations could be adversely affected, directly or indirectly, by future laws and regulations relating to our business or industry, if
we inadvertently conclude that such approvals or permissions are not required when they are, or applicable laws, regulations, or interpretations
 change and we are required to obtain approvals or permissions in the future.
We may be subject to penalties and sanctions imposed by the PRC or Hong Kong regulatory agencies, including the CSRC, if we fail to comply
with such rules and regulations, which could adversely affect the ability of the Company's securities to continue to trade on the
OTCQB, which may cause the value of our securities to significantly decline or become worthless.

 Given
the uncertainties of interpretation and implementation of laws and regulations and the enforcement practice of government authorities,
we may be required to obtain additional licenses, permits, filings or approvals for the functions and services of our platform in the
future. For more detailed information, see "Item 1A. Risk Factors—Risks Related to Our Business—Risks
Related to Doing Business in China"

 There
may be prominent risks associated with Pony HK's operations being in Hong Kong and Universe Travel being the PRC. For example, as
a U.S.-listed public company with business revenue derived primarily from our PRC-subsidiary, we may face heightened scrutiny, criticism
and negative publicity, which could result in a material change in our operations and the value of our common stock. Additionally, Pony
HK is subject to certain legal and operational risks associated with our business operations in Hong Kong, which is subject to political
and economic influence from China. PRC laws and regulations governing our current business operations are sometimes vague a nd uncertain,
and we may face the risk that changes in the policies of the PRC government could have a significant impact upon the business we conduct,
through our subsidiaries Pony HK and Universe Travel, in Shenzhen and in Hong Kong and the profitability of such business. Therefore,
these risks associated with having part of our operations in Hong Kong could likely cause the value of our securities to significantly
decline or be worthless. Furthermore, these risks would likely result in a material change in our business operations or a complete hinderance
of our ability to offer or continue to offer our securities to investors. In addition, changes in Chinese internal regulatory mandates,
such as the Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors (the "M&A Rules"), the
Anti-Monopoly Law, the Cybersecurity Law and the Data Security Law, may target the Company's corporate structure and impact our
and our subsidiaries' ability to conduct business in Hong Kong and in Shenzhen, accept foreign investments, or list on an U.S. or
other foreign exchange.

 The
U.S. government, including the SEC, has recently made statements and taken certain actions that may lead to significant changes to U.S.
and international relations, and will impact companies with connections to the United States or China (including Hong Kong). The SEC has
issued statements primarily focused on companies with significant China-based operations. For example, on July 30, 2021, Gary Gensler,
Chairman of the SEC, issued a Statement on Investor Protection Related to Recent Developments in China, pursuant to which Chairman Gensler
stated that he has asked the SEC staff to engage in targeted additional reviews of filings for companies with significant China-based
operations.

 For
a detailed description of the risks facing the Company and the risks associated with having our operations in Hong Kong, please refer
to " Item 1A. Risk Factors - Risks Related to Doing Business in China. "

 Our Services

 The business nature of the Company is to provide
carpooling, airport pick-up and drop-off, and personal drivers services for travelers between Guangdong Province and Hong Kong.

 We
offer our customers seamless, customized and on-demand access to a variety of transportation options. Currently, most of our customers
are entities such as business companies, travel agencies or societal associations. To be as flexible and convenience as possible to our
customers, we take orders from customers any time through WeChat, Tencent QQ, email and phone call, upon which we obtain a quote from
our car fleet companies and forward it to the customer. Once the order is confirmed, the accepted car fleet company will perform the service
by sen ding a driver to pick up the customer at the scheduled time. We charge the car fleet company a 5-15% service fee on each
completed order.

 Sales and Marketing

 We market our services to users directly through
word-of-mouth referrals, brand advertising. We plan to attract consumers and promote offerings on our "Let's Go" application
through sponsored events, social networking sites including Facebook, Twitter and Instagram and other similar initiatives.

 Seasonality

 Our current operations experience seasonality.
We see high demands of our services during the golden week holiday period in China which was intended to help expand the domestic tourism
market. Our business slows down during February to April.

 Intellectual Property

 We currently do not have any intellectual property.

 Competition

 Competition
in the car service industry is intense and evolving. Our primary competitors are Shenzhen Anxun Automobile Rental Co., Ltd, The Motor
Transport Company of Guangdong and Hong Kong Limited and China Comfort (Shenzhen) Travel Services Co. Ltd. We believe the primary competitive
factors in our markets include pricing, user experience, brand, technological innovation, safety and reliability. We believe we compete
favorably across these factors. We are strategically positioned in the Guangdong-Hong Kong market where the demand for traveling between
these two places is high. However, many of our competitors and potential competitors are larger and have greater brand name recognition,
longer operating histories, larger marketing budgets and established marketing relationships, access to larger customer bases and significantly
greater resources for the development of their offerin gs. For additional information about the risks to our business related to
competition, see the section titled "Risk Factors- We face intense competition and could lose market share to our competitors, which
could adversely affect our business, financial condition and results of operations."

 Employees

 As of the date of this Report, we have a total
of 3 full-time employees and 1 part-time employee working for customer services. The following table sets forth the number of our employees
categorized by function as of that date:

 Function

 Total Number of Employees

 Technology & Product Development

 Human Resource & Administration

 Customer Services

 Total

 Facilities

 We lease an office at Engineer Experiment Building, A202, 7 Gaoxin
South Avenue, Nanshan District, Shenzhen, Guangdong Province, China, encompassing approximately 205 square meters of space for a monthly
rent of RMB 10,000 (approximately $1,408). The lease for this facility expires on March 31, 2024 and we expect to renew the lease for
a further term. We believe the rented space is sufficient for our current operations.

 Insurance

 We currently do not have any insurance coverage
other than participation in various government statutory social security plans, including a pension contribution plan, a medical insurance
plan, an unemployment insurance plan, a work-related injury insurance plan, a maternity insurance plan and a housing provident fund.

 Legal Proceedings

 From time to time, we may in the future become
a party to various legal or administrative proceedings arising in the ordinary course of our business, including actions with respect
to intellectual property infringement, violation of third-party licenses or other rights, breach of contract and labor and employment
claims. We are currently not a party to, and we are not aware of any threat of, any legal or administrative proceedings that, in the opinion
of our management, are likely to have any material and adverse effect on our business, financial condition, cash-flow or results of operations.

 Regulations

 This section sets forth a summary of the most significant
laws, rules and regulations that affect our business and operations in China. We provide our service through third-party transportation
companies and do not own the vehicle ourselves for their operations, therefore we believe we do not need the qualifications related to
vehicle transportation operations.

 Regulations Relating to Foreign Investment

 The Guidance Catalog of Industries for Foreign Investment

 Investment
activities in the PRC by foreign investors shall comply with the Guidance Catalog of Industries for Foreign Investment, or the Catalog,
which was promulgated and is amended continuously by MOFCOM, and the National Development and Reform Commission, or NDRC. According to
the Catalog, industries are classified as three categories: encouraged foreign invested industries, restricted foreign invested industries
and prohibited foreign invested industries. Any industry not listed in the Catalog or any encouraged foreign invested industry listed
in the Catalog is a permitted industry. Some restricted industries are limit ed to equity or contractual joint ventures, while in
some cases Chinese partners are required to hold the majority interests in such joint ventures. Foreign investors are not allowed to invest
in industries within the prohibited category. Industries not listed in the Catalogue are generally open to foreign investment unless specifically
restricted by other PRC regulations.

 In
June 2018, the MOFCOM and the NDRC promulgated the Special Administrative Measures for the Access of Foreign Investment (Negative List),
or the Negative List (2018), effective in July 2018. The Negative List (2018) expands the scope of permitted industries by foreign investment
by reducing the number of industries that fall within the Negative List (2018) where restrictions on the shareholding percentage or requirements
on the composition of board or senior management still exists. In June 2019, the MOFCOM and the NDRC promulgated the Special Administrative
Measures for the Access of Foreign Investment (Negative List) (2019 Edition), or the Negative List (2019) to replace the Negative List
(2018), effective in July 2019. On December 28, 2020, the National Development and Reform Commission and the Ministry of Commerce publicly
released the Directory of Industries to Encourage Foreign Investment (Encouraged Catalogue) (2020 Edition). On December 27, 2021, NDRC
and MOFCOM jointly issued the Special Administra tive Measures for Foreign Investment Access (Negative List) (2021 Edition), and
the Special Administrative Measures for Foreign Investment Access in Pilot Free Trade Zones (Negative List) (2021 Edition), effective
January 1, 2022. As per these policies, the national negative list of foreign investment access was reduced from 33 to 31, and the negative
list of foreign investment access in the free trade zone was reduced from 30 to 27. Industries listed in the 2020 Encouraged Catalogue
are the encouraged industries. On the other hand, industries listed in the 2021 Negative List are subject to special management measures.
For example, establishment of wholly foreign-owned enterprises is generally allowed in industries outside of the 2021 Negative List. Also,
foreign investors are not allowed to invest in industries that are expressly prohibited in the 2021 Negative List. The industries that
are not expressly prohibited in the Negative List are still subject to government approvals and certain special requirements. We believe
that our current business is to provide travel services and therefore we do not falls
in the Negative List (2021), the Negative List (2018) nor the Negative List (2019).

 Foreign Investment Law

 On March 15, 2019, the National People's
Congress promulgated the Foreign Investment Law, which will become effective on January 1, 2020 and replace three existing laws on foreign
investments in China, namely, the Sino-Foreign Equity Joint Venture Enterprise Law and the Foreign Owned Enterprise Law, together with
their implementations and ancillary regulations to become the legal foundation for foreign investment in the PRC.

 According
to the Foreign Investment Law, the State Council will publish or approve to publish a catalogue for special administrative measures, or
the "negative list." The Foreign Investment Law grants national treatment to foreign invested entities, except for those foreign
invested entities that operate in industries deemed to be either "restricted" or "prohibited" in the "negative
list." Because the "negative list" has yet to be published, it is unclear whether it will differ from the current Negative
List. The Foreign Investment Law provides that foreign invested entities operating in foreign restricted or prohibited industries will
require market entry clearance and other approvals from relevant PRC governmental authorities. Furthermore, the Foreign Investment Law
provides that foreign invested enterprises established according to the existing laws regulating foreign investment may maintain their
structure and corporate governance within five years after the implementing of the Foreign Investment Law.

 Measures for Reporting of Foreign Investment Information

 On
September 3, 2016, the Standing Committee of the National People's Congress promulgated the Order of the Standing Committee of the
National People's Congress on Amending Four Laws Including the Law of the People's Republic of China on Wholly Foreign-owned
Enterprises (the "Order"), which provides record-filing in lieu of administrative approval for the establishments and alterations
of foreign invested enterprises (the "FIEs") not subject to special administrative measures. In order to provide more guidance
for foreign- invested Enterprises, the MOFCOM issued the Interim Administrative Measures for the Record-filing for the Establishment
and Alteration of Foreign-invested Enterprises (the "Interim Measure") on October 8, 2016 (Revised in
July 30, 2017 and June 29, 2018), or the Measures. The Measures provided detail instructions for foreign-invested enterprise to carry
out record filing in terms of the change of the enterprise in China.

 On
December 30, 2019, MOFCOM and the State Administration for Market Regulation jointly issued the Measures for Reporting of Foreign Investment
Information, or the Foreign Investment Information Measures, which came into effect on January 1, 2020 and replaced the Interim Measures.
Since January 1, 2020, for foreign investors carrying out investment activities directly or indirectly in the PRC, foreign investors or
foreign-invested enterprises shall submit investment information through the Enterprise Registration System and the National Enterprise
Credit Information Publicity System operated by the State Administration for Market Regulation. Foreign investors or foreign-invested
enterprises shall disclose their investment information by submitting reports for their establishments, modifications and cancellations
and their annual reports in accordance with the Foreign Investment Information Measures. If a foreign-invested enterprise investing in
the PRC has finished submitting its reports for its establishment, modifications and cancellation and its annual reports, the relevant
information will be shared by the competent market regulation department to the competent commercial department,
and does not require such foreign-invested enterprise to submit the reports separately.

 The M&A Rules

 The
Provisions Regarding Mergers and Acquisitions of Domestic Enterprises by Foreign Investors, or the M&A Rules, was jointly promulgated
by MOFCOM, China Securities Regulatory Commission, or CSRC, the State-owned Assets Supervision and Administration Commission of the State
Council, State Administration of Taxation, State Administration of Industry and Commerce and State Administration of Foreign Exchange,
or SAFE, on August 8, 2006 and became effective as of September 8, 2006, and were later amended on June 22, 2009. This M&A Rules governs
among other things, the purchase and subscription by foreign investors of equity interests in a domestic enterprise, and the purchase
and operation by foreign investors of the assets and business of a domestic enterprise. An offshore special purpose vehicle, or SPV, is
defined under the M&A Rules as an offshore entity directly or indirectly controlled by Chinese individuals or enterprises for the
purpose of an overseas listing, and the main assets of which are the rights and interests in affiliated domestic enterprises. Under
the M&A Rules, if a SPV intends to merge with or acquire any domestic enterprise affiliated from the Chinese individuals or enterprises
that control the SPV, such proposed merger for approval. The M&A Rules also require that a SPV shall obtain an approval from the CSRC
prior to the listing and trading of its securities on an overseas stock exchange.

 Regulations Relating to Intellectual Property Rights

 Software Copyright

 The
Copyright Law of the PRC, promulgated in 1990 and amended it in 2001 and 2010, and the Regulations on Computer Software Protection, promulgated
by the State Council of the PRC on December 20, 2001 and revised on January 8, 2011 and January 1, 2013, provide protection to the rights
and interests of computer software copyright holders. Pursuant to the Regulations on Computer Software Protection, software developed
by PRC citizens, legal entities or other organizations is automatically protected immediately after its development, regardless of whether
the software was published. A software copyright owner may register with the designated registration authorities and obtain a registration
certificate, w hich serves as preliminary proof of ownership of the copyright and other registered matters. The operational procedures
for the registration of software copyright and the registration of software copyright license and transfer agreements are set forth in
the Measures on Computer Software Copyright Registration promulgated by the National Copyright Administration on February 20, 2002.

 Patents

 The NPCSC adopted the Patent Law of the PRC in
1984 and amended it in 1992, 2000 and 2008, respectively. A patentable invention, utility model or design must meet three conditions:
novelty, inventiveness and practical applicability. Patents cannot be granted for scientific discoveries, rules and methods for intellectual
activities, methods used to diagnose or treat diseases, animal and plant breeds or substances obtained by means of nuclear transformation.
The Patent Office under the State Intellectual Property Office is responsible for receiving, examining and approving patent applications.
A patent is valid for a twenty-year term for an invention and a ten-year term for a utility model or design, starting from the application
date. Except under certain specific circumstances provided by law, any third party user must obtain consent or a proper license from the
patent owner to use the patent, otherwise the use will constitute an infringement of the rights of the patent holder.

 Domain Name

 On November 5, 2004, the MIIT promulgated the Measures
for Administration of Domain Names for the Chinese Internet, or the Domain Name Measures. According to the Domain Name Measures, "domain
name" shall refer to the character identifier for identifying and locating the hierarchical structure of a computer on the Internet,
which corresponds to the Internet protocol (IP) address of the computer concerned. A domain name registration service shall observe the
principle of "first apply, first register". Where the domain name is completed, the applicant for the domain name registration
shall be the holder of the domain name.

 Trademark

 The PRC Trademark Law, adopted in 1982 and revised
in 2001 and 2013, respectively, with its implementation rules adopted in 2002 and revised in 2014, protects registered trademarks. The
Trademark Office handles trademark registrations and grants a protection term of ten years to registered trademarks.

 Regulations on Foreign Exchange

 Foreign Exchange Settlement

 The
Circular of the State Administration of Foreign Exchange on Reforming the Management Approach regarding the Settlement of Foreign Exchange
Capital of Foreign-invested Enterprises, which was promulgated by the SAFE on March 30, 2015 and became effective as of June 1, 2015,
adopts the approach of discretional foreign exchange settlement, under which the foreign exchange capital in the capital account of a
foreign-invested enterprise for which the foreign-invested enterprise has obtained confirmation by the local SAFE branches regarding the
rights and interests of monetary contribution (or the book-entry registration of monetary contribution by the banks) c an be settled
at the banks based on the actual operation needs of such foreign-invested enterprise. The capital in Renminbi obtained by the foreign-invested
enterprise from the discretionary settlement of foreign exchange capital shall be managed under the account pending for foreign exchange
settlement payment. The proportion of discretionary settlement of foreign exchange capital is temporarily determined as 100%, subject
to the adjustment of the SAFE.

 Regulations Relating to Foreign Exchange Registration
of Overseas Investment by PRC Residents

 SAFE Circular 37 promulgated by the SAFE in July
2014, requires PRC residents or entities to register with the SAFE or its local branch their establishment or control of an offshore entity
established for the purpose of overseas investment or financing. In addition, such PRC residents or entities must update their SAFE registrations
when the offshore special purpose vehicle undergoes material events relating to any change of its basic information (including change
of such PRC citizens or residents, name and operation term, and etc.) increases or decreases in investment amount, transfers or exchanges
of shares, or mergers or divisions, etc.

 SAFE
further enacted the Notice of the SAFE on Further Simplifying and Improving the Foreign Exchange Management Policies for Direct Investment,
or the SAFE Notice 13, on February 13, 2015, which allows PRC residents or entities to register with qualified banks their establishment
or control of an offshore entity established for the purpose of overseas investment or financing. However, remedial registration applications
made by PRC residents that previously failed to comply with the SAFE Circular 37 will continue to fall under the jurisdiction of the relevant
local branch of the SAFE. In the event that a PRC shareholder holding interests in a special purpose vehicle fails to fulfill the required
SAFE registration, the PRC subsidiaries of that special purpose vehicle may be prohibited from distributing profits to the offshore parent
and from carrying out subsequent cross-border foreign exchange activities. Further, the special purpose vehicle may be restricted in its
ability to contribute additional capital in to its PRC subsidiary.

 Regulations Relating to Dividend Distribution

 The
principal laws and regulations regulating the distribution of dividends by FIEs in the PRC include the Company Law of the PRC, as amended
in 1999, 2004, 2005, 2013 and 2018, the Wholly Foreign-owned Enterprise Law of the PRC promulgated in 1986 and last amended in 2016 and
its implementation regulations promulgated in 1990 and subsequently amended in 2001 and 2014, the Equity Joint Venture Law of the PRC
promulgated in 1979 and last amended in 2016 and its implementation regulations promulgated in 1983 and last amended in 2014, and the
Cooperative Joint Venture Law of the PRC promulgated in 1988 and last amended in 2017 and its implementation regulations promulgated in
1995 and last amended in 2017. Under the current regulatory regime in the PRC, FIEs in the PRC may pay dividends only out of their accumulated
profit, if any, determined in accordance with PRC accounting standards and regulations. Except otherwise provided by the laws regarding
foreign investment, a PRC company is required to set aside at l east 10% of its after-tax profit as general reserves until the cumulative
amount of such reserves reaches 50% of the company's registered capital. A PRC company shall not distribute any profits until any
losses from prior fiscal years have been offset. Profits retained from prior
fiscal years may be distributed together with distributable profits from the current fiscal year.

 Regulations Relating to Foreign Debts

 Considering that certain foreign debts may be generated
during the oversea or domestic investment from PRC residents, the State Administration of Foreign Exchange promulgated the Administrative
Measures for Registration of Foreign Debts, or the Measures, on April 28, 2013 and became effective on May 13, 2013. This Measures require
the entity to complete several regulatory procedures in terms of foreign debts. For example, after borrowed the foreign debts, debtors
shall carry out registration on local SAFE in relation to the execution of the contract, the drawdown, the prepayment or the foreign exchange
settlement and sales within a specific period. For any change of the foreign debts contract, an amendment registration shall be carried
out with the local SAFE.

 Regulations Relating to Employment and Social Insurance

 Pursuant
to the PRC Labor Law effective as of January 1, 1995 (as amended on August 27, 2009), and the PRC Labor Contract Law effective as of January
1, 2008 (as amended on December 28, 2012), a written labor contract shall be executed by employer and an employee when the employment
relationship is established, and an employer is under an obligation to sign an unlimited- term labor contract with any employee who has
worked for the employer for ten consecutive years. In addition, if an employee requests or agrees to renew a fixed-term labor contract
that has already been entered into twice consecutively, the resulting contract must include an unlimited term, with certain exceptions.
All employers are required to establish a system for labor safety and sanitation, strictly abide by state rules and standards and provide
employees with appropriate workplace safety training. Moreover, all PRC enterprises are generally required to implement a standard working
time system of eight hours a day and forty hours a week, and if the implementation of such standard working time system is not appropriate
due to the nature of the job or the on, the enterprise may implement a flexible working time system or comprehensive working time system
after obtaining approvals from the relevant authorities.

 According to the Social Insurance Law of China
effective from July 1, 2011, and the Housing Fund Regulation which was amended and became effective on March 24, 2002, employers in China
shall pay contributions to the social insurance plan and the housing fund plan for their employees, and such contribution amount payable
shall be calculated based on the employee actual salary in accordance with the relevant regulations.

 Regulations on Tax

 PRC Enterprise Income Tax Law

 On
March 16, 2007, the National People's Congress promulgated the Law of the PRC on Enterprise Income Tax, which was amended on February
24, 2017 and December 29, 2018, and on December 6, 2007, the State Council of the PRC enacted The Regulations for the Implementation of
the Law on Enterprise Income Tax, or collectively, the EIT Law. According to the EIT Law, taxpayers consist of resident enterprises and
non-resident enterprises. Resident enterprises are defined as enterprises that are established in China in accordance with PRC laws, or
that are established in accordance with the laws of foreign countries but whose "de facto management body" is located in the
PRC. Non-resident enterprises are defined as enterprises that are set up in accordance with the laws of foreign countries and whose de
facto management body is located outside the PRC, but have either established institutions or premises in the PRC or have income generated
from inside the PRC. Under the EIT Law and relevant implementing regulations, en terprises are subject to a uniform corporate income
tax rate of 25%. However, if non-resident enterprises have not formed permanent establishments or premises in the PRC, or if they have
formed permanent establishments or premises in the PRC but their relevant income derived in the PRC is not related to those establishments,
then their enterprise income tax would be set at a rate of 10% for their income sourced from inside the PRC.

 As
noted, the EIT Law provides that an income tax rate of 10% will be applicable to dividends or other gains received by investors who are
"non-resident enterprises" and who meet the requirements for the lower enterprise income tax rate. Such income tax on dividends
may be reduced further by the tax treaties between China and the jurisdictions in which our non-PRC shareholders reside. Specifically,
pursuant to an Arrangement between the PRC and the Hong Kong Special Administrative Region on the Avoidance of Double Taxation and Prevention
of Fiscal Evasion, or the Double Tax Avoidance Arrangement, and other applicable PRC laws, if a Hong Kong enterprise (being the beneficial
owner of dividends from a PRC enterprise) is determined by the competent PRC tax authority to have satisfied the relevant conditions and
requirements under such Double Tax Avoidance Arrangement and other applicable laws, the 10% withholding tax on the dividends that the
Hong Kong enterprise receives from the PRC enterprise may be reduced t o 5% subject to approval from the relevant tax authority.
However, based on the Notice on Certain Issues with Respect to the Enforcement of Dividend Provisions in Tax Treaties, or Notice No. 81,
issued on February 20, 2009 by the State Tax Administration, if the relevant PRC tax authorities determine, in their discretion, that
a company benefits from such reduced income tax rate due to a corporate structure or arrangement that is primarily tax-driven, such PRC
tax authorities may adjust the preferential tax treatment. Moreover, based on the
Announcement on Certain Issues Concerning the Recognition of Beneficial Owners in Tax Treaties, which was issued on February 3, 2018 by
the State Tax Administration, conduit companies, which are established for the purpose of evading or reducing tax, or transferring or
accumulating profits, shall not be recognized as beneficial owners and are thus not entitled to the above tax benefits.

 PRC Value-added Tax Law

 The
Provisional Regulations of the PRC on Value-added Tax were promulgated by the State Council of the PRC on December 13,1993 and subsequently
amended on November 10, 2008, February 6, 2016 and November 19, 2017. The Detailed Rules for the Implementation of the Provisional Regulations
of the PRC on Value-added Tax (Revised in 2011) was promulgated by the Ministry of Finance and the SAT on December 15, 2008 and subsequently
amended on October 28, 2011 (collectively, the "VAT Law"). According to the VAT Law, all enterprises and individuals engaged
in the sale of goods, provision of processing, repair and replacement services, and importation of goods within th e territory of
the PRC must pay value-added tax, or VAT. Other than exports (subject to 0% VAT rate) and certain products listed in the VAT Law (subject
to 11% VAT rate), the sale and importation of goods were generally subject to a VAT rate of 17%. Pursuant to the Circular of the Ministry
of Finance and the State Administration of Taxation on Adjusting Value-added Tax Rates, which became effective on May 1, 2018, the previous
applicable VAT rate of 17% and 11% are adjusted to 16% and 10%, respectively.

 Item 1A. Risk Factors

 The following discussion of risk factors contains
forward-looking statements. These risk factors may be important to understanding other statements in this Report. The following information
should be read in conjunction with Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results
of Operations" and the consolidated financial statements and related notes in Part II, Item 8, "Financial Statements and Supplementary
Data" of this Form 10-K.

 The business, financial condition and operating
results of the Company can be affected by a number of factors, whether currently known or unknown, including but not limited to those
described below, any one or more of which could, directly or indirectly, cause the Company's actual financial condition and operating
results to vary materially from past, or from anticipated future, financial condition and operating results. Any of these factors, in
whole or in part, could materially and adversely affect the Company's business, financial condition, operating results and stock
price. In particular, our risks include, but are not limited to, the following:

 Risks Related to Our Business

 We are an early stage company with a limited operating history. Our limited operating history may not provide an adequate basis to judge our future prospects and results of operations.

 We face intense competition and could lose market share to our competitors, which could adversely affect our business, financial condition and results of operations.

 We could be subject to claims from riders, drivers or third parties that are harmed whether or not our service or platform is in use, which could adversely affect our business, brand, financial condition and results of operations.

 We rely on other third-party service providers and if such third parties do not perform adequately or terminate their relationships with us, our costs may increase and our business, financial condition and results of operations could be adversely affected.

 If we are not able to successfully develop new offerings and enhance our existing offerings, our business, financial condition and results of operations could be adversely affected.

 Any failure to offer high-quality user support may harm our relationships with users and could adversely affect our reputation, brand, business, financial condition and results of operations.

 Our business could be adversely impacted by changes in the Internet and mobile device accessibility of users and unfavorable changes in or our failure to comply with existing or future laws governing the Internet and mobile devices.

 The impact of any kind of epidemic, such as the coronavirus, on our operations, and the operations of the car fleet companies, may harm our business.

 We rely on mobile operating systems and application marketplaces to make our apps available to the drivers and riders on our platform, and if we do not effectively operate with or receive favorable placements within such application marketplaces and maintain high rider reviews, our usage or brand recognition could decline and our business, financial results and results of operations could be adversely affected.

 We have significant customer concentration, with a limited number of customers accounting for a substantial portion of our revenues. Failure to attract, grow and retain a diverse and balanced customer base could harm our business and operating results.

 We depend on the interoperability of our platform across third-party applications and services that we do not control.

 Failure to protect or enforce our intellectual property rights could harm our business, financial condition and results of operations.

 Our platform contains third-party open source software components, and failure to comply with the terms of the underlying open source software licenses could restrict our ability to provide our offerings.

 Failure to maintain our reputation and brand image could negatively impact our business.

 Our success is dependent on retaining key personnel who would be difficult to replace.

 The legal requirements associated with being a public company, including those contained in and issued under the Sarbanes-Oxley Act, may make it difficult for us to retain or attract qualified officers and directors, which could adversely affect the management of our business and our ability to obtain listing of our common stock

 If we fail to establish and maintain an effective system of internal controls, we may not be able to report our financial results accurately or prevent fraud. Any inability to report and file our financial results accurately and timely could harm our business and adversely impact the trading price of our common stock.

 Operating as a public company requires us to incur substantial costs and requires substantial management attention. In addition, key members of our management team have limited experience managing a public company.

 As an "emerging growth company" under applicable law, we will be subject to lessened disclosure requirements, which could leave our shareholders without information or rights available to shareholders of more mature companies.

 Because we have elected to use the extended transition period for complying with new or revised accounting standards for an "emerging growth company," our financial statements may not be comparable to companies that comply with public company effective dates.

 Risks Related to Doing Business in China

 Changes in the political and economic policies of the PRC government may materially and adversely affect our business, financial condition and results of operations and may result in our inability to sustain our growth and expansion strategies.

 There are uncertainties regarding the interpretation and enforcement of PRC laws, rules and regulations.

 The PRC government exerts substantial influence over the manner in which we conduct our business activities. The PRC government may also intervene or influence our operations and this offering at any time, which could result in a material change in our operations and our common stock could decline in value or become worthless.

 The CSRC has enacted the draft rules for China-based companies seeking to conduct initial public offerings in foreign markets. While such rules have not yet gone into effect and we have determined we are not subject to the measures, the CSRC may exert more oversight and control over offerings that are conducted overseas and foreign investment in China-based issuers, which could significantly limit or completely hinder our ability to offer or continue to offer our common stock to investors and could cause the value of our common stock to significantly decline or become worthless.

 Failure to make adequate contributions to various employee benefit plans and withhold individual income tax on employees' salaries as required by PRC regulations may subject us to penalties.

 We must remit the offering proceeds to China before they may be used to benefit our business in China, and we cannot assure that we can finish all necessary governmental registration processes in a timely manner.

 If relations between the United States and China worsen, investors may be unwilling to hold or buy our stock and our stock price may decrease.

 The fluctuation of the Renminbi may have a material adverse effect on your investment.

 Restrictions on currency exchange may limit our ability to receive and use our revenue effectively.

 The PRC's legal and judicial system may not adequately protect our business and operations and the rights of foreign investors.

 Because our principal assets are located outside of the United States, it may be difficult for you to enforce your rights based on U.S. federal securities laws against us or to enforce a U.S. court judgment against us or our operating subsidiaries in the PRC and in Hong Kong

 Our operations could be adversely affected, directly or indirectly, by future PRC laws and regulations relating to our business or industry, if we inadvertently conclude that such approvals or permissions, including business licenses, are not required when they are, or applicable laws, regulations, or interpretations change and we are required to obtain approvals or permissions in the future.

 You may face difficulties in protecting your interests and exercising your rights as our stockholder since we conduct the bulk of our operations in China.

 We and our shareholders face uncertainties with respect to indirect transfers of equity interests in PRC resident enterprises or other assets attributed to a Chinese establishment of a non-Chinese company, or immovable properties located in China owned by non-Chinese companies.

 The future development of national
 security laws and regulations in Hong Kong could materially impact our business by possibly triggering sanctions and other measures
 which can cause economic harm to our business.

 Changes in the political and
 economic policies of the PRC government may materially and adversely affect our business, financial condition and results of operations
 and may result in our inability to sustain our growth and expansion strategies.

 There
 are uncertainties regarding the interpretation and enforcement of PRC laws, rules and regulations.

 The PRC government exerts substantial
 influence over the manner in which we conduct our business activities. The PRC government may also intervene or influence our operations
 and this offering at any time, which could result in a material change in our operations and our common stock could decline in value
 or become worthless.

 The CSRC has enacted the draft
 rules for China-based companies seeking to conduct initial public offerings in foreign markets. While such rules have not yet gone
 into effect and we have determined we are not subject to the measures, the CSRC may exert more oversight and control over offerings
 that are conducted overseas and foreign investment in China-based issuers, which could significantly limit or completely hinder our
 ability to offer or continue to offer our common stock to investors and could cause the value of our common stock to significantly
 decline or become worthless.

 Failure to make adequate contributions
 to various employee benefit plans and withhold individual income tax on employees' salaries as required by PRC regulations
 may subject us to penalties.

 We must remit the offering
 proceeds to China before they may be used to benefit our business in China, and we cannot assure that we can finish all necessary
 governmental registration processes in a timely manner.

 If relations between the United
 States and China worsen, investors may be unwilling to hold or buy our stock and our stock price may decrease.

 The fluctuation of the Renminbi
 may have a material adverse effect on your investment.

 Restrictions on currency exchange
 may limit our ability to receive and use our revenue effectively.

 The PRC's legal and judicial
 system may not adequately protect our business and operations and the rights of foreign investors.

 Because our principal assets
 are located outside of the United States, it may be difficult for you to enforce your rights based on U.S. federal securities laws
 against us or to enforce a U.S. court judgment against us or our operating subsidiaries in the PRC and in Hong Kong

 Our operations could be adversely
 affected, directly or indirectly, by future PRC laws and regulations relating to our business or industry, if we inadvertently conclude
 that such approvals or permissions, including business licenses, are not required when they are, or applicable laws, regulations,
 or interpretations change and we are required to obtain approvals or permissions in the future.

 You may face difficulties in
 protecting your interests and exercising your rights as our stockholder since we conduct the bulk of our operations in China.

 We and our shareholders face
 uncertainties with respect to indirect transfers of equity interests in PRC resident enterprises or other assets attributed to a
 Chinese establishment of a non-Chinese company, or immovable properties located in China owned by non-Chinese companies.

 The future development of national security laws and regulations in Hong Kong could materially impact our business by possibly triggering sanctions and other measures which can cause economic harm to our business.

 Potential political and economic instability in Hong Kong may adversely impact our results of operations. We may also face the risk that changes in the policies of the PRC government could have a significant impact upon the business we conduct in Hong Kong and the profitability of such business.

 Our Hong Kong and Shenzhen subsidiaries may be subject to restrictions on paying dividends or making other payments to us, which may restrict its ability to satisfy liquidity requirements, conduct business and pay dividends to holders of our common stock. Dividends payable to our foreign investors and gains on the sale of our shares of common stock by our foreign investors may become subject to tax by the PRC.

 Holding Foreign Companies Accountable Act, or the HFCAA, and the related regulations are evolving quickly. Further implementations and interpretations of our amendments to the HFCAA or the related regulations, or a PCAOB's determination of its lack of sufficient access to inspect our auditor, might pose regulatory risks to and impose restrictions on us because of our operations in mainland China that PCAOB may not be able to inspect or investigate completely such audit documentation and, as such, you may be deprived of the benefits of such inspection and our ordinary share could be delisted from the stock exchange pursuant to the HFCAA.

 Risks Related to Our Common Stock

 Our majority stockholders will control our company for the foreseeable future, including the outcome of matters requiring shareholder approval.

 No public market for our common stock currently exists, and an active trading market may not develop or be sustained following this offering.

 While we believe our revenues and cash on hand are adequate to meet our immediate needs, we may require additional funding in order to progress our business in the future. If we are unable to raise additional capital, we could be forced to delay, reduce or eliminate portions of our business.

 There is substantial doubt about our ability to continue as a going concern.

 Raising additional capital may cause dilution to our stockholders, restrict our operations or require us to relinquish rights to our technologies or product candidates.

 Even if our common stock becomes publicly-traded and an active trading market develops, the market price for our common stock may be volatile.

 Our common stock may be thinly traded and you may be unable to sell at or near ask prices or at all if you need to sell your shares to raise money or otherwise desire to liquidate your shares.

 Our common stock may be considered a "penny stock," and thereby be subject to additional sale and trading regulations that may make it more difficult to sell.

 FINRA sales practice requirements may also limit your ability to buy and sell shares of our common stock, which could depress the price of shares of our common stock.

 You may face significant restrictions on the resale of your shares of our common stock due to state "blue sky" laws.

 Potential future sales under Rule 144 may depress the market price for the common stock.

 Volatility in our common stock price may subject us to securities litigation.

 We are not likely to pay cash dividends in the foreseeable future.

 U.S. investors may experience difficulties in attempting to effect a service of process and enforce judgments based upon U.S. Federal Securities Laws against the company and its non U.S. resident officer and director.

 The Company is selling shares without an underwriter and may not be able to sell all or any of the shares offered herein.

 The exclusive forum provision in our subscription agreement may have the effect of limiting a purchaser's ability to bring legal action against the company and could limit a purchaser's ability to obtain a favorable judicial forum for disputes.

 Purchasers in this offering may not be entitled to a jury trial with respect to claims arising under the subscription agreement, which could result in less favorable outcomes to the plaintiff(s) in any such action.

 Because
of the following factors, as well as other factors affecting the Company's financial condition and operating results, past financial
performance should not be considered to be a reliable indicator of future performance, and investors should not use historical
trends to anticipate results or trends in future periods.

 Our majority stockholders will
 control our company for the foreseeable future, including the outcome of matters requiring shareholder approval.

 No public market for our common
 stock currently exists, and an active trading market may not develop or be sustained following this offering.

 While we believe our revenues
 and cash on hand are adequate to meet our immediate needs, we may require additional funding in order to progress our business in
 the future. If we are unable to raise additional capital, we could be forced to delay, reduce or eliminate portions of our business.

 There is substantial doubt
 about our ability to continue as a going concern.

 Raising additional capital
 may cause dilution to our stockholders, restrict our operations or require us to relinquish rights to our technologies or product
 candidates.

 Even if our common stock becomes
 publicly-traded and an active trading market develops, the market price for our common stock may be volatile.

 Our common stock may be thinly
 traded and you may be unable to sell at or near ask prices or at all if you need to sell your shares to raise money or otherwise
 desire to liquidate your shares.

 Our common stock may be considered
 a "penny stock," and thereby be subject to additional sale and trading regulations that may make it more difficult to
 sell.

 FINRA sales practice requirements
 may also limit your ability to buy and sell shares of our common stock, which could depress the price of shares of our common stock.

 You may face significant restrictions
 on the resale of your shares of our common stock due to state "blue sky" laws.

 Potential future sales under
 Rule 144 may depress the market price for the common stock.

 Volatility in our common stock
 price may subject us to securities litigation.

 We are not likely to pay cash
 dividends in the foreseeable future.

 U.S. investors may experience
 difficulties in attempting to effect a service of process and enforce judgments based upon U.S. Federal Securities Laws against the
 company and its non U.S. resident officer and director.

 The Company is selling shares
 without an underwriter and may not be able to sell all or any of the shares offered herein.

 The exclusive forum provision
 in our subscription agreement may have the effect of limiting a purchaser's ability to bring legal action against the company
 and could limit a purchaser's ability to obtain a favorable judicial forum for disputes.

 Purchasers in this offering
 may not be entitled to a jury trial with respect to claims arising under the subscription agreement, which could result in less favorable
 outcomes to the plaintiff(s) in any such action.

 Because
of the following factors, as well as other factors affecting the Company's financial condition and operating results, past financial
performance should not be considered to be a reliable indicator of future performance, and investors should not use historical trends
to anticipate results or trends in future periods.

 Our majority stockholders will
 control our company for the foreseeable future, including the outcome of matters requiring shareholder approval.

 No public market for our common
 stock currently exists, and an active trading market may not develop or be sustained following this offering.

 While we believe our revenues
 and cash on hand are adequate to meet our immediate needs, we may require additional funding in order to progress our business in
 the future. If we are unable to raise additional capital, we could be forced to delay, reduce or eliminate portions of our business.

 There is substantial doubt
 about our ability to continue as a going concern.

 Raising additional capital
 may cause dilution to our stockholders, restrict our operations or require us to relinquish rights to our technologies or product
 candidates.

 Even if our common stock becomes
 publicly-traded and an active trading market develops, the market price for our common stock may be volatile.

 Our common stock may be thinly
 traded and you may be unable to sell at or near ask prices or at all if you need to sell your shares to raise money or otherwise
 desire to liquidate your shares.

 Our common stock may be considered
 a "penny stock," and thereby be subject to additional sale and trading regulations that may make it more difficult to
 sell.

 FINRA sales practice requirements
 may also limit your ability to buy and sell shares of our common stock, which could depress the price of shares of our common stock.

 You may face significant restrictions
 on the resale of your shares of our common stock due to state "blue sky" laws.

 Potential future sales under
 Rule 144 may depress the market price for the common stock.

 Volatility in our common stock
 price may subject us to securities litigation.

 We are not likely to pay cash
 dividends in the foreseeable future.

 U.S. investors may experience
 difficulties in attempting to effect a service of process and enforce judgments based upon U.S. Federal Securities Laws against the
 company and its non U.S. resident officer and director.

 The Company is selling shares
 without an underwriter and may not be able to sell all or any of the shares offered herein.

 The exclusive forum provision
 in our subscription agreement may have the effect of limiting a purchaser's ability to bring legal action against the company
 and could limit a purchaser's ability to obtain a favorable judicial forum for disputes.

 Purchasers in this offering
 may not be entitled to a jury trial with respect to claims arising under the subscription agreement, which could result in less favorable
 outcomes to the plaintiff(s) in any such action.

 Because
of the following factors, as well as other factors affecting the Company's financial condition and operating results, past financial
performance should not be considered to be a reliable indicator of future performance, and investors should not use historical trends
to anticipate results or trends in future periods.

 Risks Related to Our Business

 We are an early stage company with a limited operating history.
Our limited operating history may not provide an adequate basis to judge our future prospects and results of operations.

 We have a limited operating history. Our first
operating subsidiary, Pony Limousine Services Limited was established in Hong Kong on April 28, 2018 to engage in providing car services
to travelers between Guangdong Province and Hong Kong. Pony Group Inc. was established in the State of Delaware on January 7, 2019. We
have limited experience and operating history in the travel industry. Our limited history may not provide a meaningful basis for investors
to evaluate our business, financial performance and prospects.

 We face intense competition and could lose market share to our
competitors, which could adversely affect our business, financial condition and results of operations.

 The
market for car services is intensely competitive and characterized by rapid changes in technology, shifting rider needs and frequent introductions
of new services and offerings. We expect competition to continue, both from current competitors and new entrants in the market that may
be well-established and enjoy greater resources or other strategic advantages. If we are unable to anticipate or react to these competitive
challenges, our competitive position could weaken, or fail to improve, and we could experience a decline in revenue or growth stagnation
that could adversely affect our business, financial condition and results
of operations.

 Our main competitors in mainland China and Hong
Kong include Shenzhen Anxun Automobile Rental Co., Ltd., The Motor Transport Company of Guangdong and Hong Kong Limited and China Comfort
(Shenzhen) Travel Services Co., Ltd.

 Certain
of our competitors have greater financial, technical, marketing, research and development, manufacturing and other resources, greater
name recognition, longer operating histories or a larger user base than we do. They may be able to devote greater resources to the development,
promotion and sale of offerings and offer lower prices than we do, which could adversely affect our results of operations. Further, they
may have greater resources to deploy towards the research, development and commercialization of new technologies, or they may have other
financial, technical or resource advantages. These factors may allow our competitors to derive greater revenue and profits from their
existing user bases, attract and retain new qualified drivers and new riders at lower costs or respond more quickly to new and emerging
technologies and trends. Our current and potential competitors may also establish cooperative or strategic relationships amongst themselves
or with third parties that may furt her enhance their resources and offerings.

 We believe that our ability to compete effectively
depends upon many factors both within and beyond our control, including:

 the popularity, utility, ease of use, performance and reliability of our offerings compared to those of our competitors;

 our reputation and brand strength relative to our competitors;

 the prices of our offerings and the fees we charge drivers on our platform;

 our ability to attract and retain qualified drivers and riders;

 our ability, and the ability of our competitors, to develop new offerings;

 our ability to establish and maintain relationships with partners;

 changes mandated by, or that we elect to make, to address, legislation, regulatory authorities or litigation, including settlements, judgments, injunctions and consent decrees;

 our ability to attract, retain and motivate talented employees;

 our ability to raise additional capital; and

 acquisitions or consolidation within our industry.

 If we are unable to compete successfully, our business,
financial condition and results of operations could be adversely affected.

 our ability to establish and
 maintain relationships with partners;

 changes mandated by, or that we elect to make, to address,
 legislation, regulatory authorities or litigation, including settlements, judgments, injunctions and consent decrees;

 our ability to attract, retain and motivate talented
 employees;

 our ability to raise additional capital; and

 acquisitions or consolidation within our industry.

 If
we are unable to compete successfully, our business, financial condition and results of operations could be adversely affected.

 our ability to establish and maintain relationships
 with partners;

 changes mandated by, or that we elect to make, to address,
 legislation, regulatory authorities or litigation, including settlements, judgments, injunctions and consent decrees;

 our ability to attract, retain and motivate talented
 employees;

 our ability to raise additional capital; and

 acquisitions or consolidation within our industry.

 If
we are unable to compete successfully, our business, financial condition and results of operations could be adversely affected.

 We could be subject
to claims from riders, drivers or third parties that are harmed whether or not our service or platform is in use, which could adversely
affect our business, brand, financial condition and results of operations.

 We could be subject to claims, lawsuits, investigations
and other legal proceedings relating to injuries to, or deaths of, riders, drivers or third parties that are attributed to us through
our offerings. We may also be subject to claims alleging that we are directly or vicariously liable for the acts of the drivers from the
car fleet companies that we collaborated with. We may be subject to personal injury claims whether or not such injury actually occurred
as a result of activity on our platform. Regardless of the outcome of any legal proceeding, any injuries to, or deaths of, any riders,
drivers or third parties could result in negative publicity and harm to our brand, reputation, business, financial condition and results
of operations. Any of the foregoing risks could adversely affect our business, financial condition and results of operations.

 We rely on other third-party service
providers and if such third parties do not perform adequately or terminate their relationships with us, our costs may increase and our
business, financial condition and results of operations could be adversely affected.

 Our success depends in part on our relationships
with other third-party service providers, such as CHANGYING BUSINESS LIMITED and Huatai
travel co., Ltd. Further, from time to time, we enter into collaboration arrangement in connection with car fleets and drivers. If any
of our partners terminates its relationship with us or refuses to renew its agreement with us on commercially reasonable terms, we would
need to find an alternate provider, and may not be able to secure similar terms or replace such providers in an acceptable timeframe.
We also rely on other software and services supplied by third parties, such as communications and internal software, and our business
may be adversely affected to the extent such software and services do not meet our expectations, contain errors or vulnerabilities, are
compromised or experience outages. Any of these risks could increase our costs and adversely affect our business, financial condition
and results of operations. Further, any negative publicity related to any of our third-party partners, including any publicity related
to quality standards or safety concerns, could adversely affect our reputation and brand, and could potentially lead to increased regulatory
or litigation exposure.

 If we are not able to successfully develop
new offerings and enhance our existing offerings, our business, financial condition and results of operations could be adversely affected.

 Our
ability to attract new riders, retain existing riders and increase utilization of our offerings will depend in part on our ability to
successfully create and introduce new offerings and to improve upon and enhance our existing offerings. As a result, we may introduce
significant changes to our existing offerings or develop and introduce new and unproven offerings. Furthermore, new rider demands regarding
service, the availability of superior competitive offerings or a deterioration in the quality of our offerings or our ability to bring
new or enhanced offerings to market quickly and efficiently could negatively affect the attractiveness of our service and the economics
of our business and require us to make substantial changes to and additional investments in our offerings or our business model. In addition,
we frequently experiment with and test different offerings and marketing strategies. If these experiments and tests are unsuccessful,
or if the offerings and strategies we introduce based on the resu lts of such experiments and tests do not perform as expected,
our ability to attract new qualified drivers and new riders, retain existing qualified drivers and existing riders and maintain or increase
utilization of our offerings may be adversely affected.

 Developing
and launching new offerings or enhancements to the existing offerings involves significant risks and uncertainties, including risks related
to the reception of such offerings by existing and potential future riders, increases in operational complexity, unanticipated delays
or challenges in implementing such offerings or enhancements, increased strain on our operational and internal resources (including an
impairment of our ability to accurately forecast rider demand) and negative publicity in the event such new or enhanced offerings are
perceived to be unsuccessful. We have scaled our business rapidly, and significant new initiatives have in the past resulted in, and in
the future may result in, operational challenges affecting our business. In addition, developing and launching new offerings and enhancements
to our existing offerings may involve significant upfront capital investments and such investments may not generate return on investment.
Any of the foregoing risks and challenges could negati vely impact our ability to attract and retain qualified drivers and riders,
our ability to increase utilization of our offerings and our visibility into expected results of operations, and could adversely affect
our business, financial condition and results of operations. Additionally, since
we are focused on building our community and ecosystems for the long-term, our near-term results of operations may be impacted by our
investments in the future.

 Any failure to offer high-quality user
support may harm our relationships with users and could adversely affect our reputation, brand, business, financial condition and results
of operations.

 Our
ability to attract and retain riders is dependent in part on the ease and reliability of our offerings, including our ability to provide
high-quality support. Our customers depend on our support organization to resolve any issues relating to our offerings, such as being
overcharged for a ride, leaving something in a driver's vehicle or reporting a safety incident. Our ability to provide effective
and timely support is largely dependent on our ability to attract and retain service providers who are qualified to support users and
s ufficiently knowledgeable regarding our offerings. As we continue to
grow our business and improve our offerings, we will face challenges related to providing quality support services at scale. If we grow
our international rider base, our support organization will face additional challenges, including those associated with delivering support
in languages other than Chinese. Any failure to provide efficient user support, or a market perception that we do not maintain high-quality
s upport, could adversely affect our reputation, brand, business, financial condition
and results of operations.

 Systems failures and resulting interruptions
in the availability of our website, applications, platform or offerings could adversely affect our business, financial condition and results
of operations.

 Our systems, or those of third parties upon which
we rely, may experience service interruptions or degradation because of hardware and software defects or malfunctions, distributed denial-of-service and
other cyberattacks, human error, earthquakes, hurricanes, floods, fires, natural disasters, power losses, disruptions in telecommunications
services, fraud, military or political conflicts, terrorist attacks, computer viruses, ransomware, malware or other events. Our systems
also may be subject to break-ins, sabotage, theft and intentional acts of vandalism, including by our own employees. Some of
our systems are not fully redundant and our disaster recovery planning may not be sufficient for all eventualities. Our business interruption
insurance may not be sufficient to cover all of our losses that may result from interruptions in our service as a result of systems failures
and similar events.

 We will likely continue to experience system failures
and other events or conditions from time to time that interrupt the availability or reduce or affect the speed or functionality of our
offerings. These events have resulted in, and similar future events could result in, losses of revenue. A prolonged interruption in the
availability or reduction in the availability, speed or other functionality of our offerings could adversely affect our business and reputation
and could result in the loss of users. Moreover, to the extent that any system failure or similar event results in harm or losses to the
users using our platform, we may make voluntary payments to compensate for such harm or the affected users could seek monetary recourse
or contractual remedies from us for their losses and such claims, even if unsuccessful, would likely be time-consuming and costly for
us to address.

 Our business could be adversely impacted
by changes in the Internet and mobile device accessibility of users and unfavorable changes in or our failure to comply with existing
or future laws governing the Internet and mobile devices.

 Our business depends on users' access to
our platform via a mobile device and the Internet. We may operate in jurisdictions that provide limited Internet connectivity, particularly
as we expand internationally. Internet access and access to a mobile device are frequently provided by companies with significant market
power that could take actions that degrade, disrupt or increase the cost of users' ability to access our platform. In addition,
the Internet infrastructure that we and users of our platform rely on in any particular geographic area may be unable to support the demands
placed upon it. Any such failure in Internet or mobile device accessibility, even for a short period of time, could adversely affect our
results of operations.

 Moreover,
we are subject to a number of laws and regulations specifically governing the Internet and mobile devices that are constantly evolving.
Existing and future laws and regulations, or changes thereto, may impede the growth and availability of the Internet and online offerings,
require us to change our business practices or raise compliance costs or other costs of doing business. These laws and regulations, which
continue to evolve, cover taxation, privacy and data protection, pricing, copyrights, distribution, mobile and other communicati ons,
advertising practices, consumer protections, the provision of online payment services, unencumbered Internet access to our offerings and
the characteristics and quality of online offerings, among other things. Any failure, or perceived failure, by us to comply with any of
these laws or regulations could result in damage to our reputation and brand a loss in business and proceedings or actions against us
by governmental entities or others, which could adversely impact our results of operations.

 We rely on mobile operating systems
and application marketplaces to make our apps available to the drivers and riders on our platform, and if we do not effectively operate
with or receive favorable placements within such application marketplaces and maintain high rider reviews, our usage or brand recognition
could decline and our business, financial results and results of operations could be adversely affected.

 We
depend in part on mobile operating systems, such as Android and iOS, and their respective application marketplaces to make
our apps available to the drivers and riders on our platform. Any changes in such systems and application marketplaces that degrade the
functionality of our apps or give preferential treatment to our competitors' apps could adversely affect our platform's usage
on mobile devices. If such mobile operating systems or application marketplaces limit or prohibit us from making our apps available to
drivers and riders, make changes that degrade the functionality of our apps, increase the cost of using our apps, impose terms of use
unsatisfactory to us or modify their search or ratings algorithms in ways that are detrimental to us, or if our competitors' placement
in such mobile operating systems' application marketplace is more prominent than the placement of our apps, overall growth in our
rider or driver base could slow. Our apps have experienced fluctuations in number of downloads in the past, and we anticipate similar
fluctuations in the future. Any of the foregoing risks could adversely affect our business, financial condition
and results of operations.

 As
new mobile devices and mobile platforms are released, there is no guarantee that certain mobile devices will continue to support our platform
or effectively roll out updates to our apps. Additionally, in order to deliver high-quality apps, we need to ensure that our offerings
are designed to work effectively with a range of mobile technologies, systems, networks and standards. We may not be successful in developing
or maintaining relationships with key participants in the mobile industry that enhance drivers' and riders' experience. If
drivers or riders on our platform encounter any difficulty accessing or using our apps on their mobile devices or if we are unable to
adapt to changes in popular mobile operating sys tems, our business, financial condition
and results of operations could be adversely affected.

 We depend on the interoperability of
our platform across third-party applications and services that we do not control.

 We
have integrations with AutoNavi Maps (also known as Gaode Maps) and a variety of other productivity, collaboration, travel, data management
and security vendors. As our offerings expand and evolve, including as we develop autonomous technology, we may have an increasing number
of integrations with other third-party applications, products and services. Third-party applications, products and services are constantly
evolving, and we may not be able to maintain or modify our platform to ensure its compatibility with third-party offerings following development
changes. As our mobile application and respective products evolve, we expect the types and levels of competition to increase. Should any
of our competitors or technology partners modify their products, standards or terms of use in a manner that degrades the functionality
or performance of our platform or is otherwise unsatisfactory to us or gives preferential treatment to competitive products or services,
our products, platform, business, financial condit ion and results of operations could be adversely affected.

 We
have significant customer concentration, with a limited number of customers accounting for a substantial portion of our revenues. Failure
to attract, grow and retain a diverse and balanced customer base could harm our business and operating results.

 We have a limited number of
customers that account for a substantial portion of our revenues, which carries risks. Three of our customers, accounted for approximately
54% of our revenues for the year ended December 31, 2023. It is not possible for us to predict the level of demand that will be generated
by any of these customers in the future. In addition, revenues from these larger customers may fluctuate from time to time based on these
customers' business needs and customer experience, the timing of which may be affected by market conditions or other factors outside
of our control. These customers could also potentially pressure us to reduce the prices we charge, which could have an adverse effect
on our margins and financial position and could negatively affect our revenues and results of operations. However, there is no assurance
that if any of our large customers terminates their relationship with us or materially reduces the services they acquire from us, such
termination or reduction could negatively affect our revenues and results of operations.

 Our ability to attract, grow
and retain a diverse and balanced customer base may affect our ability to maximize our revenues. Our ability to attract customers depends
on a variety of factors, including our service offerings. If we are unable to develop or improve our service offerings, we may fail to
develop, grow and retain a diverse and balanced customer base, which would adversely affect our business, financial condition and results
of operations.

 Failure to protect or enforce our intellectual property rights
could harm our business, financial condition and results of operations.

 Our
success is dependent in part upon protecting our intellectual property rights and technology (such as code, information, data, processes
and other forms of information, knowhow and technology), or intellectual property. We rely on a combination of patents, copyrights,
trademarks, service marks, trade secret laws and contractual restrictions to establish and protect our intellectual property. However,
the steps we take to protect our intellectual property may not be sufficient or effective. Even if we do detect violations, we may need
to engage in litigation to enforce our rights. Any enforcement efforts we undertake, including litigation, could be time-consuming and
expensive and could divert management attention. While we take precautions designed to protect our intellectual property, it may still
be possible for competitors and other unauthorized third parties to copy our technology and use our proprietary information to create
or enhance competing solutions and services, which could adversely affect our position in our rapidly evolving and highly competitive
industry.

 We
may be required to spend significant resources in order to monitor and protect our intellectual property rights, and some violations may
be difficult or impossible to detect. Litigation to protect and enforce our intellectual property rights could be costly, time-consuming
and distracting to management and could result in the impairment or loss of portions of our intellectual property. Our efforts to enforce
our intellectual property rights may be met with defenses, counterclaims and countersuits attacking the validity and enforceability of
our intellectual property rights. Our inability to protect our proprietary technology against unauthorized copying or use, as well as
any costly litigation or diversion of our management's attention and resources, could impair the functio nality of our platform,
delay introductions of enhancements to our platform, result in our substituting inferior or more costly technologies into our platform
or harm our reputation or brand. In addition, we may be required to license additional technology from third parties to develop and market
new offerings or platform features, which may not be on commercially reasonable terms or at all and could adversely affect our ability
to compete.

 Our industry has also been subject to
attempts to steal intellectual property, particularly regarding autonomous vehicle development, including by foreign actors. We, along
with others in our industry, have been the target of attempted thefts of our intellectual property and may be subject to such attempts
in the future. Although we take measures to protect our property, if we are unable to prevent the theft of our intellectual property or
its exploitation, the value of our investments may be undermined and our business, financial condition and results of operations may be
negatively impacted.

 Our platform contains third-party open
source software components, and failure to comply with the terms of the underlying open source software licenses could restrict our ability
to provide our offerings.

 Our platform contains software modules
licensed to us by third-party authors under "open source" licenses. Use and distribution of open source software may entail
greater risks than use of third-party commercial software, as open source licensors generally do not provide support, warranties, indemnification
or other contractual protections regarding infringement claims or the quality of the code. In addition, the public availability of such
software may make it easier for others to compromise our platform.

 Some open source
licenses contain requirements that we make available source code for modifications or derivative works we create based upon the type
of open source software we use, or grant other licenses to our intellectual property. If we combine our proprietary software with open
source software in a certain manner, we could, under certain open source licenses, be required to release the source code of our proprietary
software to the public. This would allow our competitors to create similar offerings with lower development effort and time and ultimately
could result in a loss of our competitive advantages. Alternatively, to avoid the public release of the affected portions of our source
code, we could be required to expend substantial time and resources to re-engineer some or all of our software. If we are held
by the court to have breached or failed to fully comply with all the terms and conditions of an open source software license, we could
face infringement or other liability, or be required to seek costly licenses from third parties to continue providing our offerings on
terms that are not economically feasible, to re-engineer our platform, to discontinue or delay the provision of our offerings
if re-engineering could not be accomplished on a timely basis or to make generally available, in source code form, our proprietary
code, any of which could adversely affect our business, financial condition and results of operations.

 Our business and results of operations
are also subject to global economic conditions, including any resulting effect on spending by us or our riders. If general economic conditions
deteriorate in China or in other markets where we operate, discretionary spending may decline and demand for ridesharing may be reduced.
An economic downturn resulting in a prolonged recessionary period may have a further adverse effect on our revenue.

 Failure to maintain our reputation and brand image could negatively
impact our business.

 Our brand has received a certain level
of recognition in mainland China, Hong Kong. Our success depends on our ability to maintain and enhance our brand image and reputation.
We could be adversely affected if our brand is tarnished or receives negative publicity. In addition, adverse publicity about regulatory
or legal action against us could damage our reputation and brand image, undermine consumer confidence in us, and reduce long-term demand
for our products, even if the regulatory or legal action is unfounded or not material to our operations.

 In addition, our success in maintaining,
extending and expanding our brand image depends on our ability to adapt to a rapidly changing media and internet environment, including
our reliance on online advertising. Negative posts or comments about us on social networking websites could seriously damage our reputation
and brand image. If we do not maintain, extend and expand our brand image, our product sales, financial condition or results of operations
could be materially and adversely affected.

 Our success is dependent on retaining key personnel who would
be difficult to replace.

 Our success depends largely on the continued
services of our key management members. In particular, our success depends on the continued efforts of Ms. Wenxian Fan, our founder and
Chief Executive Officer, President and Director. There can be no assurance that Ms. Fan will continue in her present capacities for any
particular period of time. The loss of the services of Ms. Fan could materially and adversely affect our business development and our
ability to expand and grow.

 The legal requirements associated with being a public company,
including those contained in and issued under the Sarbanes-Oxley Act, may make it difficult for us to retain or attract qualified officers
and directors, which could adversely affect the management of our business and our ability to obtain listing of our common stock.

 We
may be unable to attract and retain qualified officers and directors necessary to provide for our effective management because of the
rules and regulations that govern publicly listed companies, including, but not limited to, certifications by principal executive officers. Currently,
our Chief Executive Officer does not have extensive experience in operating a U.S. public company. Moreover, the actual and perceived
personal risks associated with compliance with the Sarbanes-Oxley Act and other public company requirements may deter qualified individuals
from accepting roles as directors and executive officers. At present, we do not maintain an independent board of directors. Further,
the requirements for board or committee membership, particularly with respect to an individual's independence and level of experience
in finance and accounting matters, may make it difficult to attract and retain qualified board members going forward. If
we are unable to attract and retain qualified officers and directors, the management of our business and our ability to obtain or retain
the listing of our common stock on any stock exchange (assuming we are able to obtain such listing) could be adversely affected.

 If
we fail to establish and maintain an effective system of internal controls, we may not be able to report our financial results accurately
or prevent fraud. Any inability to report and file our financial results accurately and timely could harm our
business and adversely impact the trading price of our common stock.

 We
are required to establish and maintain internal controls over financial reporting, disclosure controls and to comply with other requirements
of the Sarbanes-Oxley Act and the rules promulgated by the U.S. Securities and Exchange Commission (the "SEC") thereunder.
Our senior management, which currently consists of Ms. Fan, cannot guarantee that our internal controls and disclosure procedures will
prevent all possible errors or all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not
absolute, assurance that the objectives of the control system are met. In addition, the design of a control system must reflect the fact
that there are resource constraints and the benefit of controls must be relative to their costs. Because of the inherent limitations in
all control systems, no system of controls can provide absolute assurance that all control issues and instances of fraud, if any, within
our company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that
breakdowns can occur because of simple error or mistake. Further, controls can be circumvented by individu al acts of some persons,
by collusion of two or more persons, or by management's override of the controls. The design of any system of controls is also based
in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in
achieving its stated goals under all potential future conditions. Over time, a
control may become inadequate because of changes in conditions or the degree of compliance with policies or procedures may deteriorate.
Because of inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and may not be detected.

 Operating as a public company requires us to incur substantial
costs and requires substantial management attention. In addition, key members of our management team have limited experience managing
a public company.

 As
a public company, we will incur substantial legal, accounting and other expenses that we did not incur as a private company. For example,
we are subject to the reporting requirements of the Exchange Act, the applicable requirements of the Sarbanes-Oxley Act, the Dodd-Frank
Wall Street Reform and Consumer Protection Act, the rules and regulations of the SEC. For example, the Exchange Act requires, among other
things, we file annual, quarterly and current reports with respect to our business, financial condition and results of operations. Compliance
with these rules and regulations will increase our legal and financial compliance costs, and increase demand on our systems, particularly
after we are no longer an emerging growth company. In addition, as a public company, we may be subject to stockholder activism, which
can lead to additional substantial costs, distract management and impact the manner in which we operate our business in ways we cannot
currently anticipate. As a result of disclosure of informati on in this prospectus and in filings required of a public company,
our business and financial condition will become more visible, which may result in threatened or actual litigation, including by competitors.

 Our current management has limited experience
managing a publicly traded company, interacting with public company investors and complying with the increasingly complex laws pertaining
to public companies. Our management team may not successfully or efficiently manage our transition to being a public company subject to
significant regulatory oversight and reporting obligations under the federal securities laws and the continuous scrutiny of securities
analysts and investors. These new obligations and constituents will require significant attention from our senior management and could
divert their attention away from the day-to-day management of our business, which could adversely affect our business, financial
condition and results of operations.

 As an "emerging growth company" under applicable
law, we will be subject to lessened disclosure requirements, which could leave our shareholders without information or rights available
to shareholders of more mature companies.

 For as long as we remain an "emerging
growth company" as defined in the Jumpstart Our Business Startups Act of 2012 (which we refer to herein as the JOBS Act), we have
elected to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that
are not "emerging growth companies" including, but not limited to:

 not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act;

 taking advantage of an extension of time to comply with new or revised financial accounting standards;

 reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements; and

 exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

 We expect to take advantage of these
reporting exemptions until we are no longer an "emerging growth company." Because of these lessened regulatory requirements,
our shareholders would be left without information or rights available to shareholders of more mature companies.

 Because we have elected to use the extended transition period
for complying with new or revised accounting standards for an "emerging growth company," our financial statements may not
be comparable to companies that comply with public company effective dates.

 We have elected to use the extended transition
period for complying with new or revised accounting standards under Section 102(b)(1) of the JOBS Act. This election allows us to delay
the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards
apply to private companies. As a result of this election, our financial statements may not be comparable to companies that comply with
public company effective dates. Consequently, our financial statements may not be comparable to companies that comply with public company
effective dates. As such, investors may have difficulty evaluating or comparing our business, performance or prospects in comparison to
other public companies, which may have a negative impact on the value and liquidity of shares of our common stock.

 Risks Related to Doing Business in China

 Changes in the political and economic policies of the PRC government
may materially and adversely affect our business, financial condition and results of operations and may result in our inability to sustain
our growth and expansion strategies.

 Most of our operations are conducted
in the PRC and a significant percentage of our revenue is sourced from the PRC. Accordingly, our financial condition and results of operations
are affected to a significant extent by economic, political and legal developments in the PRC or changes in government relations between
China and the United States or other governments. There is significant uncertainty about the future relationship between the United States
and China with respect to trade policies, treaties, government regulations and tariffs.

 The
PRC economy differs from the economies of most developed countries in many respects, including the extent of government involvement, level
of development, growth rate, control of foreign exchange and allocation of resources. Although the PRC government has implemented measures
emphasizing the utilization of market forces for economic reform, the reduction of state ownership of productive assets, and the establishment
of improved corporate governance in business enterprises, a substantial portion of productive assets in China is still owned by the government.
In addition, the PRC government continues to play a significant role in regulating industry development by imposing industrial policies.
The PRC government also exercises significant control over China's economic growth by allocating resources, controlling payment
of foreign currency-denominated obligations, setting monetary policy, regulating financial services and institutions and providing preferential
treatment to particular industries or companie s.

 While
the PRC economy has experienced significant growth in the past three decades, growth has been uneven, both geographically and among various
sectors of the economy. The PRC government has implemented various measures to encourage economic growth and guide the allocation of resources.
Some of these measures may benefit the overall PRC economy, but may also have a negative effect on us. Our financial condition and results
of operation could be materially and adversely affected by government control over capital investments or changes in tax regulations
that are applicable to us. In addition, the PRC government has implemented in the past certain measures, including interest rate increases,
to control the pace of economic growth. These measures may cause decreased economic activity, which in turn could lead to a reduction
in demand for our services and consequently have a material adverse effect on our businesses, financial condition
and results of operations.

 In
July 2021, the Chinese government provided new guidance on China-based companies raising capital outside of China, including through VIE
arrangements. In light of such developments, the SEC has imposed enhanced disclosure requirements on China-based companies seeking to
register securities with the SEC. As substantially all of our operations are based in China, any future Chinese, U.S. or other rules and
regulations that place restrictions on capital raising or other activities by China based companies could adversely affect our business
and results of operations. If the business environment in China deteriorates from the perspective of domestic or international investment,
or if relations between China and the United States or other governments deteriorate, the Chinese government may intervene with our operations
and our busine ss in China and United States, as well as the market price of our common stock, may also be adversely affected.

 There are uncertainties regarding the interpretation and enforcement
of PRC laws, rules and regulations.

 Most of our operations are conducted in the PRC,
and are governed by PRC laws, rules and regulations. Our PRC subsidiary are subject to laws, rules and regulations applicable to foreign
investment in China. The PRC legal system is a civil law system based on written statutes. Unlike the common law system, prior court decisions
may be cited for reference but have limited precedential value.

 In
1979, the PRC government began to promulgate a comprehensive system of laws, rules and regulations governing economic matters in general.
The overall effect of legislation over the past four decades has significantly enhanced the protections afforded to various forms of foreign
investment in China. However, China has not developed a fully integrated legal system, and recently enacted laws, rules and regulations
may not sufficiently cover all aspects of economic activities in China or may be subject to significant degrees of interpretation by PRC
regulatory agencies. In particular, because these laws, rules and regulations are relatively new, and because of the limited number of
published decisions and the nonbinding nature of such decisions, and because the laws, rules and regulations often give the relevant regulator
significant discretion in how to enforce them, the interpretation and enforcement of these laws, rules and regulations involve uncertainties
and can be inconsistent and unpredictable. In addi tion, the PRC legal system is based in part on government policies and internal
rules, some of which are not published on a timely basis or at all, and which may have a retroactive effect. As a result, we may not be
aware of our violation of these policies and rules until after the occurrence of the violation.

 Any administrative and court proceedings in China
may be protracted, resulting in substantial costs and diversion of resources and management attention. Since PRC administrative and court
authorities have significant discretion in interpreting and implementing statutory and contractual terms, it may be more difficult to
evaluate the outcome of administrative and court proceedings and the level of legal protection we enjoy than in more developed legal systems.
These uncertainties may impede our ability to enforce the contracts we have entered into and could materially and adversely affect our
business, financial condition and results of operations.

 Recently, the General Office of the Central Committee
of the Communist Party of China and the General Office of the State Council jointly issued the "Opinions on Severely Cracking Down
on Illegal Securities Activities According to Law," or the Opinions, which was made available to the public on July 6, 2021. The
Opinions emphasized the need to strengthen the administration over illegal securities activities, and the need to strengthen the supervision
over overseas listings by Chinese companies. Effective measures, such as promoting the construction of relevant regulatory systems will
be taken to deal with the risks and incidents of China-concept overseas listed companies, and cybersecurity and data privacy protection
requirements and similar matters. The Opinions remain unclear on how the law will be interpreted, amended and implemented by the relevant
PRC governmental authorities, but the Opinions and any related implementing rules to be enacted may subject us to compliance requirements
in the future.

 On July 10, 2021, the Cyberspace Administration
of China issued a revised draft of the Measures for Cybersecurity Review for public comments, which required that, among others, in addition
to "operator of critical information infrastructure", any "data processor" controlling personal information of
no less than one million users which seeks to list in a foreign stock exchange should also be subject to cybersecurity review, and further
elaborated the factors to be considered when assessing the national security risks of the relevant activities.

 On November 14, 2021, the Cyberspace Administration
of China released the Regulations on Network Data Security (draft for public comments) and accepted public comments until December 13,
2021. The draft Regulations on Network Data Security provide that data processors refer to individuals or organizations that autonomously
determine the purpose and the manner of processing data. If a data processor that processes personal data of more than one million users
intends to list overseas, it shall apply for a cybersecurity review. In addition, data processors that process important data or are listed
overseas shall carry out an annual data security assessment on their own or by engaging a data security services institution, and the
data security assessment report for the prior year should be submitted to the local cyberspace affairs administration department before
January 31 of each year.

 On December 28, 2021, the Measures for Cybersecurity
Review (2021 version) was promulgated and took effect on February 15, 2022, which iterates that any "online platform operators"
controlling personal information of more than one million users which seeks to list in a foreign stock exchange should also be subject
to cybersecurity review. Further, Measures for Cybersecurity Review (2021 version) was recently adopted and the Network Internet Data
Protection Draft Regulations (draft for comments) is in the process of being formulated and the Opinions remain unclear on how it will
be interpreted, amended and implemented by the relevant PRC governmental authorities.

 On
February 24, 2023, the CSRC, the Ministry of Finance, the National Administration of State Secrets Protection and the National Archives
Administration jointly issued the Provisions on Strengthening Confidentiality and Archives Administration of Overseas Securities Offering
and Listing by Domestic Companies, or the Confidentiality and Archives Provisions (the "CAP"), which will take effective from
March 31, 2023. The Confidentiality and Archives Provisions specify that during the overseas issuance of securities and listing activities
of domestic enterprises, domestic enterprises and securities companies and securities service institutions that provide relevant securities
services shall, by strictly abiding by the relevant laws and regulations of the PRC and the requirements therein, establish sound confidentiality
and archives management systems, take necessary measures to implement confidentiality and archives management responsibilities, and shall
not leak national secrets, work secrets of governmental ag encies and undermine national and public interests. Work manuscripts
generated in the PRC by securities companies and securities service institutions that provide relevant securities services for overseas
issuance and listing of securities by domestic enterprises shall be kept in the PRC. Without the approval of relevant competent authorities,
it shall not be transferred overseas. Where archives or copies need to be transferred outside of the PRC, it shall be subject to the approval
procedures in accordance with relevant PRC regulations.

 Based on the Company's understanding of the
current PRC laws, as of the date of this report, we are of the view as a result of: (i) we do not hold personal information on more than
one million users in our business operations and (ii) data processed in our business does not have a bearing on national security and
thus may not be classified as core or important data by the authorities, we are not required to apply for a cybersecurity review under
the Measures for Cybersecurity Review (2021 version). Further, the business of our Hong Kong subsidiary, Pony HK is not subject to cybersecurity
review with the CAC, given that PRC laws on data protection and cybersecurity do not currently apply to Hong Kong. In addition, the CSRC
currently has not issued any definitive rule or interpretation concerning whether we are subject to the CAP.

 On December 24, 2021, the CSRC released the Administrative
Provisions of the State Council Regarding the Overseas Issuance and Listing of Securities by Domestic Enterprises (Draft for Comments)
and the Measures for the Overseas Issuance of Securities and Listing Record-Filings by Domestic Enterprises (Draft for Comments) (both,
the "Draft Rules"), both of which had a comment period that expired on January 23, 2022, and if enacted, may subject us to
additional compliance requirement in the future.

 On
February 17, 2023, the CSRC promulgated the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies
(the "Trial Measures"), which will take effect on March 31, 2023. The Trial Measures supersede the Draft Rules and clarified
and emphasized several aspects, which include but are not limited to: (1) comprehensive determination of the "indirect overseas
offering and listing by PRC domestic companies" in compliance with the principle of "substance over form" and particularly,
an issuer will be required to go through the filing procedures under the Trial Measures if the following criteria are met at the same
time: a) 50% or more of the issuer's operating revenue, total profit, t otal assets or net assets as documented in its audited
consolidated financial statements for the most recent accounting year is accounted for by PRC domestic companies, and b) the main parts
of the issuer's business activities are conducted in mainland China, or its main places of business are located in mainland China,
or the senior managers in charge of its business operation and management are mostly Chinese citizens or domiciled in mainland China;
(2) exemptions from immediate filing requirements for issuers that a) have already been listed or registered but not yet listed in foreign
securities markets, including U.S. markets, prior to the effective date of the Trial Measures, and b) are not required to re-perform the
regulatory procedures with the relevant overseas regulatory authority or the overseas stock exchange, and c) whose such overseas securities
offering or listing shall be completed before September 30, 2023, provided however that such issuers shall carry out filing procedures
as required if they conduct refinancing or are involved in other circumstances that require filing with the CSRC; (3) a negative list
of types of issuers banned from listing or offering overseas, such as (a) issuers whose listing or offering overseas have been recognized
by the State Council of the PRC as possible threats to national security, (b) issuers whose affiliates have been recently convicted of
bribery and corruption, (c) issuers under ongoing criminal investigations, and (d) issuers under major disputes regarding equity ownership;
(4) issuers' compliance with web security, data security, and other national security laws and regulations; (5) issuers' filing
and reporting obligations, such as obligation to file with the CSRC after it submits an application for initial public offering to overseas
regulators, and obligation after offering or listing overseas to report to the CSRC material events including change of control or voluntary
or forced delisting of the issuer; and (6) the CSRC's authority to fine both issuers and their shareholders between 1 and 10 million
RMB for failure to comply with the Trial Measures, including failure to comply with filing obligations or committing fraud and misrepresentation.

 As a China-based issuer, we have determined that
we and our subsidiaries will not be required to comply with the filing requirements or procedures set forth in Trial Measures given that
we are already listed on an overseas exchange before the effective date of the Trial Measures of March 31, 2023.

 Nevertheless, if the CSRC or other regulatory agencies
later promulgate new rules or explanations requiring that we obtain their approvals for this offering and any follow-on offering, we may
be unable to obtain such approvals which could significantly limit or completely hinder our ability to offer or continue to offer securities
to our investors.

 Furthermore, the PRC government authorities may
strengthen oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers like us.
Such actions taken by the PRC government authorities may intervene or influence our operations at any time, which are beyond our control.
Therefore, any such action may adversely affect our operations and significantly limit or hinder our ability to offer or continue to offer
securities to you and reduce the value of such securities.

 Uncertainties regarding the enforcement of laws
and the fact that rules and regulations in China can change quickly with little advance notice, along with the risk that the Chinese government
may intervene or influence our operations at any time, or may exert more control over offerings conducted overseas and/or foreign investment
in China-based issuers could result in a material change in our operations, financial performance and/or the value of our common stock
or impair our ability to raise money.

 The PRC government exerts substantial influence over the manner
in which we conduct our business activities. The PRC government may also intervene or influence our operations and this offering at any
time, which could result in a material change in our operations and our common stock could decline in value or become worthless.

 As
advised by our PRC counsel, Beijing Haotai Law Firm, we currently have not received any notice or administrative order which require the
Company to obtain approval from Chinese authorities to list on U.S exchanges, however, if our holding company or any of our PRC
subsidiary were required to obtain approval in the future and were denied permission from Chinese authorities to list on U.S. exchanges,
we will not be able to continue listing on U.S. exchange, continue to offer securities to investors, or materially affect the interest
of the investors and cause significantly depreciation of our price of common stock.

 The
Chinese government has exercised and continues to exercise substantial control over virtually every sector of the Chinese economy through
regulation and state ownership. Our ability to operate in China may be harmed by changes in its laws and regulations, including those
relating to taxation, environmental regulations, land use rights, property and other matters. The central or local governments of these
jurisdictions may impose new, stricter regulations or interpretations of existing regulations that would require additional expenditures
and efforts on our part to ensure our compliance with such regulations or interpretations. Accordingly, government actions in the future,
including any decision not to continue to support recent economic reforms and to return to a more centrally planned economy or regional
or local variations in the implementati on of economic policies, could have a significant effect on economic conditions in China
or particular regions thereof, and could require us to divest ourselves o f
any interest we then hold in our operations in China.

 For example, the Chinese cybersecurity regulator
announced on July 2, 2021, that it had begun an investigation of Didi Global Inc. (NYSE: DIDI) and two days later ordered that the company's
app be removed from smartphone app stores. Similarly, our business segments may be subject to various government and regulatory interference
in the regions in which we operate. We could be subject to regulation by various political and regulatory entities, including various
local and municipal agencies and government sub-divisions. We may incur increased costs necessary to comply with existing and newly adopted
laws and regulations or penalties for any failure to comply.

 Furthermore,
it is uncertain when and whether we will be required to obtain permission from the PRC government to list on U.S. exchanges in the future,
and even when such permission is obtained, whether it will be denied or rescinded. Although we and our subsidiaries are currently not
required to obtain permission or approvals from any of the PRC or Hong Kong government or regulatory agencies, we have not received any
denial to list on the U.S. exchange, our operations could be adversely affected, directly or indirectly, by existing or future laws and
regulations relating to our business or industry. Recent statements by the Chinese government indicating an intent, and the PRC government
may take actions to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based
issuers, which could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause
the value of our securities to significantly decline or become worthless.

 The CSRC has enacted the draft rules for China-based companies
seeking to conduct initial public offerings in foreign markets. While such rules have not yet gone into effect and we have determined
we are not subject to the measures, the CSRC may exert more oversight and control over offerings that are conducted overseas and foreign
investment in China-based issuers, which could significantly limit or completely hinder our ability to offer or continue to offer our
common stock to investors and could cause the value of our common stock to significantly decline or become worthless.

 On December 24, 2021, the CSRC released the Draft
Rules Regarding Overseas Listing (the "Draft Rules"), which had a comment period that expired on January 23, 2022. The Draft
Rules Regarding Overseas Listing lay out the filing regulation arrangement for both direct and indirect overseas listing, and clarify
the determination criteria for indirect overseas listing in overseas markets.

 On
February 17, 2023, the CSRC promulgated the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies
(the "Trial Measures"), which will take effect on March 31, 2023. The Trial Measures supersede the Draft Rules and clarified
and emphasized several aspects, which include but are not limited to: (1) comprehensive determination of the "indirect overseas
offering and listing by PRC domestic companies" in compliance with the principle of "substance over form" and particularly,
an issuer will be requi red to go through the filing procedures under the Trial Measures if the following criteria are met at the
same time: a) 50% or more of the issuer's operating revenue, total profit, total assets or net assets as documented in its audited
consolidated financial statements for the most recent accounting year is accounted for by PRC domestic companies, and b) the main parts
of the issuer's business activities are conducted in mainland China, or its main places of business are located in mainland China,
or the senior managers in charge of its business operation and management are mostly Chinese citizens or domiciled in mainland China;
(2) exemptions from immediate filing requirements for issuers that a) have already been listed or registered but not yet listed in foreign
securities markets, including U.S. markets, prior to the effective date of the Trial Measures, and b) are not required to re-perform the
regulatory procedures with the relevant overseas regulatory authority or the overseas stock exchange, and c) whose such overseas securities
offering or listing shall be completed before September 30, 2023, provided however that such issuers shall carry out filing procedures
as required if they conduct refinancing or are involved in other circumstances that require filing with the CSRC; (3) a negative list
of types of issuers banned from listing or offering overseas, such as (a) issuers whose listing or offering overseas have been recognized
by the State Council of the PRC as possible threats to national security, (b) issuers whose affiliates have been recently convicted of
bribery and corruption, (c) issuers under ongoing criminal investigations, and (d) issuers under major disputes regarding equity ownership;
(4) issuers' compliance with web security, data security, and other national security laws and regulations; (5) issuers' filing
and reporting obligations, such as obligation to file with the CSRC after it submits an application for initial public offering to overseas
regulators, and obligation after offering or listing overseas to report to the CSRC material events including change of control or voluntary
or forced delisting of the issuer; and (6) the CSRC's authority to fine both issuers and their shareholders between 1 and 10 million
RMB for failure to comply with the Trial Measures, including failure to comply with filing obligations or committing fraud and misrepresentation.

 As a China-based issuer, we have determined that
we and our subsidiaries will not be required to comply with the filing requirements or procedures set forth in Trial Measures given that
we are already listed on an overseas exchange before the effective date of the Trial Measures of March 31, 2023.

 Nevertheless, if the CSRC or other regulatory agencies
later promulgate new rules or explanations requiring that we obtain their approvals for this offering and any follow-on offering, we may
be unable to obtain such approvals which could significantly limit or completely hinder our ability to offer or continue to offer securities
to our investors.

 Furthermore, the PRC government authorities may
strengthen oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers like us.
Such actions taken by the PRC government authorities may intervene or influence our operations at any time, which are beyond our control.
Any failure of us to fully comply with new regulatory requirements may significantly limit or completely hinder our ability to offer or
continue to offer our common stock, cause significant disruption to our business operations, and severely damage our reputation, which
would materially and adversely affect our financial condition and results of operations and cause our common stock to significantly decline
in value or become worthless.

 Failure to make adequate contributions to various employee benefit
plans and withhold individual income tax on employees' salaries as required by PRC regulations may subject us to penalties.

 Companies
operating in China are required to participate in various government-mandated employee benefit contribution plans, including certain social
insurance, housing funds and other welfare-oriented payment obligations, and contribute to the plans in amounts equal to certain percentages
of salaries, including bonuses and allowances, of our employees up to a maximum amount specified by the local government from time to
time at locations where we operate our businesses. The requirement of employee benefit contribution plans has not been implemented consistently
by the local governments in China given the different levels of economic development in different locations. Companies operating in China
are also required to withhold individual income tax on employees' salaries based on the actual salary of each employee upon payment.
We may be subject to late fees and fines in relation to the underpaid employee benefits and under-withheld individual income tax, our
financial condition and results of operations may be adversely affected.

 We must remit the offering proceeds
to China before they may be used to benefit our business in China, and we cannot assure that we can finish all necessary governmental
registration processes in a timely manner.

 As
an offshore holding company of our PRC operating subsidiary, we may make loans to our PRC subsidiary subject to the approval, registration,
and filing with governmental authorities and limitation of amount, or we may make additional capital contributions to our PRC subsidiary.
Any shareholder loan to our PRC subsidiary, which is treated as a foreign-invested enterprise under PRC law, is subject to foreign exchange
loan registration with the local counterpart of the State Administration of Foreign Exchange, or SAFE. Furthermore, loans by us to our
PRC subsidiary to finance its activities cannot exceed statutory limits and must be registered with the local counterpart of the SAFE
and capital contributions to our PRC subsidiary are subject to the requirement of making necessary filings in the Foreign Investment Comprehensive
Management Information System of the MOFCOM, registration with the local counterpart of the State Administration for Market Regulation,
or the SAMR, and the SAFE registration through loca l commercial banks in China. In addition, a foreign invested enterprise shall
use its capital pursuant to the principle of authenticity and self-use within its business scope. The
capital of a foreign invested enterprise shall not be used for the following purposes: (i)directly or indirectly used for payment beyond
the business scope of the enterprises or the payment prohibited by relevant laws and regulations; (ii) directly or indirectly used
for investment in securities or investments other than banks' principal secured products unless otherwise provided by relevant laws
and regulations; (iii) the granting of loans to non-affiliated enterprises, except where it is expressly permitted in the business license;
and (iv) paying the expenses related to the purchase of real estate that is not for self-use (except for the foreign-invested real estate
enterprises).

 In light of the various requirements
imposed by PRC regulations on loans to, and direct investment in, PRC entities by offshore holding companies, we cannot assure you that
we will be able to complete the necessary government registrations or obtain the necessary government approvals on a timely basis, if
at all, with respect to future loans by us to our PRC subsidiary or with respect to future capital contributions by us to our PRC subsidiary.
If we fail to complete such registrations or obtain such approvals, our ability to use the proceeds from this offering and to capitalize
or otherwise fund our PRC operations may be negatively affected, which could materially and adversely affect our liquidity, our ability
to fund and expand our business and our common stock.

 If relations between the United States and China worsen, investors
may be unwilling to hold or buy our stock and our stock price may decrease.

 At various times during recent years,
the U.S and China have had significant disagreements over political and economic issues. Controversies may arise in the future between
these two countries that may affect our economic outlook both in the U.S and in China. Any political or trade controversies between the
U.S and China, whether or not directly related to our business, could reduce the price of our common stock.

 The fluctuation of the Renminbi may have a material adverse effect
on your investment.

 The
exchange rates between the Renminbi and the U.S. dollar and other foreign currencies are affected by, among other things, changes in China's
political and economic conditions. In July 2005, the PRC government changed its policy of pegging the value of the Renminbi to the U.S.
dollar, and the Renminbi was permitted to fluctuate within a band against a basket of certain foreign currencies. As a result, the Renminbi
appreciated more than 20% against the U.S. dollar over the following three years. However, the People's Bank of China regularly
intervenes in the foreign exchange market to limit fluctuations in Renminbi exchange rates and achieve policy goals. For almost two years
after July 2008, the Renminbi traded within a very narrow range against the U.S. dollar, remaining within 1% of its July 2008 high. As
a consequence, the Renminbi fluctuated significantly during that period against other freely traded currencies, in tandem with the U.S.
dollar. In June 2010, the PRC government announced that it would i ncrease exchange rate flexibility of the Renminbi. However, it
remains unclear how this flexibility might be implemented. There remains significant international pressure on the PRC government to adopt
a more flexible currency policy, which could result in a further and more significant appreciation of the Renminbi against the U.S. dollar.

 As
we rely on fees paid to us by our subsidiary and affiliated consolidated entities in China, any significant revaluation of the Renminbi
could adversely affect our cash flows, revenues, earnings and financial position, and the value of, and any dividends payable on, shares
of our common stock in foreign currency terms. To the extent that we need to convert U.S. dollars we received from our offering into Renminbi
for our operations, appreciation of the Renminbi against the U.S. dollar would have an adverse effect on the Renminbi amount we would
receive from the conversion. Conversely, if we decide to convert our Renminbi into U.S. dollars for the purpose of making payments for
dividends on our common stock or for other business purposes, appreciation of the U.S. dollar against the Renminbi would have a negative
effect on the U.S. dollar amount available to us. In addition, since our functional and reporting currency is the U.S. dollar while the
functional currency of our subsidiary and consolidated affiliated entities in China is Renminbi, appreciation
or depreciation in the value of the Renminbi relative to the U.S. dollar would have a positive or negative effect on our reported financial
results, which might not reflect any underlying change in our business, financial condition or results of operations.

 Restrictions on currency exchange may limit our ability to receive
and use our revenue effectively.

 Substantially
all of our revenue is denominated in Renminbi. Renminbi is currently convertible under the "current account," which includes
dividends, trade and service-related foreign exchange transactions, but not under the "capital account," which includes foreign
direct investment and loans, including loans we may secure from our onshore subsidiaries. Currently, Universe Travel may purchase foreign
currency for settlement of "current account transactions," including payment of dividends to us, without the approval of the
State Administration of Foreign Exchange ("SAFE") by complying with certain procedural requirements. However, the relevant
PRC government al authorities may limit or eliminate our ability to purchase foreign currencies in the future for current account
transactions. Since a significant amount of our future revenue will be denominated in Renminbi, any existing and future restrictions on
currency exchange may limit our ability to utilize revenue generated in Renminbi to fund our business activities outside of the PRC or
pay dividends in foreign currencies to our shareholders, including holders of our common stock. Foreign exchange transactions under the
capital account remain subject to limitations and require approvals from, or registration with, SAFE and other relevant PRC governmental
authorities. This could affect our ability to obtain foreign currency through debt or equity financing for our subsidiaries.

 Our subsidiaries and affiliated entities in China are subject
to restrictions on making dividends and other payments to us.

 We are a holding company, and we rely
on dividends and other equity distributions paid by our PRC subsidiary for our cash and financing requirements, including the funds necessary
to pay dividends and other cash distributions to our shareholders and service any debt we may incur. If our PRC subsidiary incurs debt
on its own behalf in the future, the instruments governing the debt may restrict their ability to pay dividends or make other distributions
to us.

 Under
PRC laws and regulations, Universe Travel is a wholly foreign-owned enterprise in China. As such, Universe Travel may pay dividends only
out of its accumulated after-tax profits as determined in accordance with PRC accounting standards and regulations. In addition, a wholly
foreign-owned enterprise is required to set aside at least 10% of its accumulated after-tax profits each year, if any, to fund certain
statutory reserve funds until the aggregate amount of such funds reaches 50% of its registered capital. At its disc retion, a wholly
foreign-owned enterprise may allocate a portion of its after-tax profits based on PRC accounting standards to staff welfare and bonus
funds. These reserve funds and staff welfare and bonus funds are not distributable as cash dividends.

 Any limitation on the ability of our PRC subsidiary
to pay dividends or make other distributions to us could materially and adversely limit our ability to grow, make investments or acquisitions
that could be beneficial to our business, pay dividends, or otherwise fund and conduct our business.

 The PRC's legal and judicial system may not adequately
protect our business and operations and the rights of foreign investors.

 The PRC legal and judicial system may
negatively impact foreign investors. In 1982, the National People's Congress amended the Constitution of China to authorize foreign
investment and guarantee the "lawful rights and interests" of foreign investors in the PRC. However, the PRC's system
of laws is not yet comprehensive. The legal and judicial systems in the PRC are still rudimentary and enforcement of existing laws is
inconsistent. As a result, it may be impossible to obtain swift and equitable enforcement of laws that do exist, or to obtain enforcement
of the judgment of one court by a court of another jurisdiction. The PRC's legal system is based on the civil law regime, that is,
it is based on written statutes. A decision by one judge does not set a legal precedent that is required to be followed by judges in other
cases. In addition, the interpretation of Chinese laws may be varied to reflect domestic political changes.

 The promulgation of new laws, changes
to existing laws and the pre-emption of local regulations by national laws may adversely affect foreign investors. There can be no assurance
that a change in leadership, social or political disruption, or unforeseen circumstances affecting the PRC's political, economic
or social life, will not affect the PRC government's ability to continue to support and pursue these reforms. Such a shift could
have a material adverse effect on our business and prospects.

 Because our principal assets are located outside of the United
States, it may be difficult for you to enforce your rights based on U.S. federal securities laws against us or to enforce a U.S. court
judgment against us or our operating subsidiaries in the PRC and in Hong Kong

 A substantial portion of our operations
and assets are located outside of the United States. It may therefore be difficult for investors in the United States to enforce their
legal rights against us based on the civil liability provisions of the U.S. federal securities laws against us in the courts of either
the U.S. or the PRC and, even if civil judgments are obtained in U.S. courts, it may be difficult to enforce such judgments in PRC courts.

 Our operations could be adversely affected, directly or indirectly,
by future PRC laws and regulations relating to our business or industry, if we inadvertently conclude that such approvals or permissions,
including business licenses, are not required when they are, or applicable laws, regulations, or interpretations change and we are required
to obtain approvals or permissions in the future.

 Our
operations in China are governed by PRC and Hong Kong laws and regulations. As of the date of this report, as advised our PRC legal
counsel, Beijing Haotai Law Firm, none of our nor our subsidiaries are
currently required to obtain any permission approval or business licenses from the CSRC, the CAC, the trading of our securities on the
OTCQB and the offering of our securities to foreign investors, or any other governmental agency that is required to approve our or our
subsidiaries' operations. The business of our Hong Kong subsidiary, Pony HK is not subject to cybersecurity review with the CAC,
given that PRC laws on data protection and cybersecurity do not currently apply to Hong Kong. Further, for our Shenzhen subsidiary, Universe
Travel, and to the extent that if we become subject to such PRC laws in the future. As advised by our PRC counsel, we do not believe we
are required to conduct a cybersecurity review because (i) we do not possess a large amount of personal information on more than one million
users in our business operations; and (ii) data processed in our business does not have a bearing on national security and thus may not
be classified as core or important data by the authorities. However, our operations could be adversely affected, directly or indirectly,
by future laws and regulations relating to our business or industry, if we inadvertently conclude that such approvals or permissions are
not required when they are, or applicable laws, regulations, or interpretations change and we are required to obtain approvals or permissions
in the future. We may be subject to penalties and sanctions imposed by the PRC or Hong Kong regulatory agencies, including the CSRC, if
we fail to comply with such rules and regulations, which could adversely affect the ability of the Company's securities to continue
to trade on the OTCQB, which may cause the value of our securities to significantly decline or become worthless.

 Given the uncertainties of
interpretation and implementation of laws and regulations and the enforcement practice of government authorities, we may be required to
obtain additional licenses, permits, filings or approvals for the functions and services of our platform in the future. For more detailed
information, see " Item 1. Business-Regulatory Permissions and Developments"

 You may face difficulties in protecting your interests and exercising
your rights as our stockholder since we conduct the bulk of our operations in China.

 We conduct the bulk of our operations
in China through our PRC-subsidiary Universe Travel. Because of this factor, it may be difficult for you to conduct due diligence on the
Company, our executive officers or director and attend stockholders meetings if the meetings are held in China. As a result, our public
stockholders may have more difficulty in protecting their interests through actions against our management, our director or major stockholders
than would stockholders of a corporation doing business entirely or predominantly within the United States.

 We and our shareholders face uncertainties with respect to indirect
transfers of equity interests in PRC resident enterprises or other assets attributed to a Chinese establishment of a non-Chinese company,
or immovable properties located in China owned by non-Chinese companies.

 On
February 3, 2015, the State Administration of Taxation, or SAT, issued the Bulletin on Issues of Enterprise Income Tax on Indirect Transfers
of Assets by Non-PRC Resident Enterprises, or Bulletin 7, which replaced or supplemented previous rules under the Notice on Strengthening
Administration of Enterprise Income Tax for Share Transfers by Non-PRC Resident Enterprises, or Circular 698, issued by the State Administration
of Taxation, on December 10, 2009. Pursuant to this Bulletin, an "indirect transfer" of assets, including equity interests
in a PRC resident enterprise, by non-PRC resident enterprises may be re-characterized and treated as a direct transfer of PRC taxable
assets, if such arrangement does not have a reasonable commercial purpose and was established for the purpose of avoiding payment of PRC
enterprise income tax. As a result, gains derived from such an indirect transfer may be subject to PRC enterprise income tax. According
to Bulletin 7, "PRC taxable assets" include assets attributed to an establishment in China, immoveable properties located
in China, and equity investments in PRC resident enterprises, in respect of which gains from their transfer by a direct holder, being
a non-PRC resident enterprise, would be subject to PRC enterprise income taxes. When determining whether there is a "reasonable
commercial purpose" of the transaction arrangement, features to be taken into consideration include: whether the main value of the
equity interest of the relevant offshore enterprise derives from PRC taxable assets; whether the assets of the relevant offshore enterprise
mainly consists of direct or indirect investment in China or if its income mainly derives from China; whether the offshore enterprise
and its subsidiaries directly or indirectly holding PRC taxable assets have a real commercial nature which is evidenced by their actual
function and risk exposure; the duration of existence of the business model and organizational structure; the replicability of the transaction
by direct transfer of PRC taxable assets; and the tax situation of such indirect transfer and applicable tax treaties or similar arrangements.
In respect of an indirect offshore transfer of assets of a PRC establishment, the resulting gain is to be included with the enterprise
income tax filing of the PRC establishment or place of business being transferred,
and would consequently be subject to PRC enterprise income tax at a rate of 25%. Where the underlying transfer relates to the immoveable
properties located in China or to equity investments in a PRC resident enterprise, which is not related to a PRC establishment or place
of business of a non-resident enterprise, a PRC enterprise income tax of 10% would apply, subject to available preferential tax treatment
under applicable tax treaties or similar arrangements, and the party who is obligated to make the transf er payments has the withholding
obligation. Where the payer fails to withhold any or withholds insufficient tax, the transferor shall declare and pay such tax to the
tax authority by itself within the statutory time limit. Late payment of applicable tax will subject the transferor to default interest.
Bulletin 7 does not apply to transactions of sale of shares by investors through a public stock exchange where such shares were acquired
from a transaction through a public stock exchange.

 In
October 2017, SAT issued an Announcement on Issues Relating to Withholding at Source of Income Tax of Nonresident Enterprises, or SAT
Circular 37. Effective from December 2017, SAT Circular 37, among others, repealed the Circular 698 and amended certain provisions in
Bulletin 7. According to SAT Circular 37, where the non-resident enterprise fails to declare the tax payable pursuant to Article 39 of
the Enterprise Income Tax, the tax authority may order it to pay the tax due within required time limits, and the non-resident enterprise
shall declare and pay the tax paya ble within such time limits specified by the tax authority. However, if the non-resident enterprise
voluntarily declares and pays the tax payable before the tax authority orders it to do so within required time limits, it shall be deemed
that such enterprise has paid the tax in time.

 We
face uncertainties as to the reporting and other implications of certain past and future transactions where PRC taxable assets are involved,
such as offshore restructuring, sale of the shares in our offshore subsidiaries and investments. Our company may be subject to filing
obligations or taxed if our company is transferor in such transactions, and may be subject to withholding obligations if our company is
transferee in such transactions, under Bulletin 7 and SAT Circular 37. For transfer of shares in our company by investors who are non-PRC
resident enterprises, our PRC subsidiary may be requested to assist in the filing under the SAT circulars. As a result, we may be required
to expend valuable resources to comply with the SAT circulars or to request the relevant transferors from whom we purchase taxable assets
to comply with these circulars, or t o establish that our company should not be taxed under these circulars, which may have a material
adverse effect on our financial condition and results of operations.

 The future development of national security laws and regulations
in Hong Kong could materially impact our business by possibly triggering sanctions and other measures which can cause economic harm to
our business.

 On
June 30, 2020, the National People's Congress of China passed a national security law (the "National Security Law"),
which criminalizes certain offenses, including secession, subversion of the Chinese government, terrorism and collusion with foreign entities.
On March 19, 2024, the Legislative Council of Hong Kong enacted the Safeguarding National Security Ordinance (the "SNSO")
which became in force on March 23, 2024. The SNSO is the second national security law applicable to Hong Kong that criminalizes treason,
espionage, sedition and external interference in Hong Kong's internal affairs. Both the National Security Law and the SNSO also
applies to non-permanent residents. Although the extra-territorial reach of the National Security Law and the SNSO remains unclear, there
is a risk that its application to conduct outside Hong Kong by non-permanent residents of Hong Kong could limit the activities of or negatively
impact us. On July 14, 2020, in response to the enactment of the National Security Law, the United States Congress passed the Hong Kong
Autonomy Act which, among other things, sanction on officials and entities in Hong Kong as well as in China that are deemed to help violate
Hong Kong's autonomy, and punishes financial institutions that do business with them. The United States and other countries may
further take action against China, its leaders and leaders of Hong Kong, which may include the imposition of wider sanctions. Escalation
of tensions resulting from the National Security Law and the SNSO, including conflict between China and other countries, protests and
other government measures, as well as other economic, social or political unrest in the future, could negatively impact the security and
stability of the region and have a material adverse effect on our business. The aforementioned risks, including an expansionary application
of the National Security Law or the SNSO in unpredictable circumstances by either the Chinese or Hong Kong authorities, and any downturn
in Hong Kong's economy could negatively impact the industries in which we participate, negatively impact our business operations
and have a material adverse effect on our results of operations, financial condition and cash flow.

 Potential political and economic instability in Hong Kong may
adversely impact our results of operations. We may also face the risk that changes in the policies of the PRC government could have a
significant impact upon the business we conduct in Hong Kong and the profitability of such business.

 Our operational activities are conducted in Hong
Kong and through our wholly owned subsidiary Universe Travel in Shenzhen in Guangdong Province. Accordingly, political and economic conditions
in Hong Kong and the surrounding region, including Guangdong Province, may directly affect our business. Since early 2019, a number of
political protests and conflicts have occurred in Hong Kong in connection with proposed legislation that would allow local authorities
to detain and extradite people who are wanted in territories that Hong Kong does not have extradition agreements with, including mainland
China and Taiwan. The economy of Hong Kong has been negatively impacted, including our retail market, property market, stock market, and
tourism, from such protests.

 Under the Basic Law, Hong Kong is exclusively in
charge of its internal affairs and external relations, while the government of the PRC is responsible for its foreign affairs and defense.
As a separate customs territory, Hong Kong maintains and develops relations with foreign states and regions. We cannot assure you that
the Hong Kong protests will not affect Hong Kong's status as a Special Administrative Region of the People's Republic of China
and thereby affecting its current relations with foreign states and regions.

 It is unclear whether there will be other political
or social unrest in the near future or that there will not be other events that could lead to the disruption of the economic, political
and social conditions in Hong Kong. If such events persist for a prolonged period of time or that the economic, political and social conditions
in Hong Kong are to be disrupted, our overall business and results of operations may be adversely affected.

 In
addition, economic, political and legal developments and social conditions in the PRC may significantly affect our business, financial
condition, results of operations and prospects. The PRC economy is in transition from a planned economy to a market-oriented economy subject
to plans adopted by the government that set national economic development goals. Policies of the PRC government can have significant effects
on economic conditions in the PRC and Hong Kong. While we believe that the PRC will continue to strengthen its economic and trading relationships
with foreign countries and that business development in the PRC will continue to follow market forces, we cannot assure you that this
will be the case. Our business operations and prospects, financial condition, and results of operations may be adversely affected by changes
in policies by the PRC government, including:

 changes in laws, regulations or their interpretation;

 confiscatory taxation;

 restrictions on currency conversion, imports or sources of supplies, or ability to continue as a for-profit enterprise;

 expropriation or nationalization of private enterprises; and

 the allocation of resources.

 Our Hong Kong and Shenzhen subsidiaries may be subject to restrictions
on paying dividends or making other payments to us, which may restrict its ability to satisfy liquidity requirements, conduct business
and pay dividends to holders of our common stock. Dividends payable to our foreign investors and gains on the sale of our shares of common
stock by our foreign investors may become subject to tax by the PRC.

 Pony
Group Inc is a holding company incorporated in Delaware with its operating subsidiaries located in Hong Kong and Shenzhen. Most of our
cash is maintained in Chinese Yuan. We conduct no other business and, as a result, we depend entirely upon our Hong Kong and Shenzhen
operating subsidiaries' earnings and cash flow. If we decide in the future to pay dividends, as a holding company, our ability to
pay dividends and meet other obligations depends upon the receipt of dividends or other payments from our operating subsidiary. There
are currently no restrictions of transferring funds between our Delaware holding company and our operating subsidiaries in Hong Kong and
Shenzhen or limitations on the ability of our Hong Kong and Shenzhen subsidiary to issue dividends or other distributions to its overseas
shareholders. However, we cannot assure you that the oversight of the PRC government will not be extended to companies operating
in Hong Kong and Shenzhen like our Hong Kong and Shenzhen subsidiaries. There is a possibility that the PRC 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. However, we do not expect that a restriction into the deployment
of cash into our business to affect the use of our assets in our ordinary course of business. Nevertheless, any such controls or restrictions
in the future could adversely affect our ability to finance our cash requirements, service debt or make dividend or other distributions
to our stockholders and could result in a material adverse change to our business operations, our prospects, financial condition, and
results of operations, and could cause our common stock to significantly decline in value or become worthless.

 Holding Foreign Companies Accountable Act, or the HFCAA, and
the related regulations are evolving quickly. Further implementations and interpretations of our amendments to the HFCAA or the related
regulations, or a PCAOB's determination of its lack of sufficient access to inspect our auditor, might pose regulatory risks to
and impose restrictions on us because of our operations in mainland China that PCAOB may not be able to inspect or investigate completely
such audit documentation and, as such, you may be deprived of the benefits of such inspection and our ordinary share could be delisted
from the stock exchange pursuant to the HFCAA

 The Holding Foreign Companies Accountable Act,
or the HFCA Act, was enacted on December 18, 2020. The HFCA Act states if the SEC determines that a company has filed audit reports issued
by a registered public accounting firm that has not been subject to inspection by the PCAOB for three consecutive years beginning in 2021,
the SEC shall prohibit such common stock from being traded on a national securities exchange or in the over the counter trading market
in the U.S.

 On March 24, 2021, the SEC adopted interim final
rules relating to the implementation of certain disclosure and documentation requirements of the HFCA Act. A company will be required
to comply with these rules if the SEC identifies it as having a "non-inspection" year under a process to be subsequently established
by the SEC. The SEC is assessing how to implement other requirements of the HFCA Act, including the listing and trading prohibition requirements
described above.

 On June 22, 2021, the U.S. Senate passed the Accelerating
Holding Foreign Companies Accountable Act, or AHFCAA, which proposes to reduce the period of time for foreign companies to comply with
PCAOB audits from three to two consecutive years, thus reducing the time period before the securities of such foreign companies may be
prohibited from trading or delisted. On December 29, 2022, the AHFCAA was signed into law.

 On
September 22, 2021, the PCAOB adopted a final rule implementing the HFCA Act, which provides a framework for the PCAOB to use when determining,
as contemplated under the HFCA Act, whether the PCAOB is unable to inspect or investigate completely registered public accounting firms
located in a foreign jurisdiction because of a position taken by one or more authorities in that jurisdiction. On December 2, 2021, the
SEC issued amendments to finalize rules implementing the submission and disclosure requirements in the HFCA Act. The rules apply to registrants
that the SEC identifies as having filed an annual report with an audit report issued by a registered public accounting firm that is located
in a foreign jurisdiction and that PCAOB is unable to inspect or investigate completely because of a position taken by an authority in
foreign jurisdictions. The final amendments are effective on January 10, 2022. The SEC will begin to identify and list Commission-Identified
Issuers on its website shortly after registra nts begin filing their annual reports for 2021.

 On December 16, 2021, PCAOB announced the PCAOB Holding Foreign Companies
Accountable Act determinations (the "2021 PCAOB Determinations") relating to the PCAOB's inability to inspect or investigate
completely registered public accounting firms headquartered in mainland China of the PRC or Hong Kong, a Special Administrative Region
and dependency of the PRC, because of a position taken by one or more authorities in the PRC or Hong Kong. Our auditor, YCM CPA, Inc.,
is not headquartered in China or Hong Kong and was not identified in this report as a firm subject to the PCAOB's determination.

 The lack of access to the PCAOB inspection in China
prevents the PCAOB from fully evaluating audits and quality control procedures of the auditors based in China. As a result, the investors
may be deprived of the benefits of such PCAOB inspections. The inability of the PCAOB to conduct inspections of auditors in China makes
it more difficult to evaluate the effectiveness of these accounting firms' audit procedures or quality control procedures as compared
to auditors outside of China that are subject to the PCAOB inspections, which could cause existing and potential investors in our stock
to lose confidence in our audit procedures and reported financial information and the quality of our financial statements.

 Our
auditor, the independent registered public accounting firm that issues the audit report included elsewhere in this prospectus, as an auditor
of companies that are traded publicly in the United States and a firm registered with the PCAOB, is subject to laws in the United States
pursuant to which the PCAOB conducts regular inspections to assess its compliance with the applicable professional standards. Our auditor's
registration with the PCAOB took effect in September 2020 and it is currently subject to PCAOB inspections. The PCAOB currently has access
to inspect the working papers of our auditor. However, the recent developments would add uncertainties to our offering and we cannot assure
you whether regulatory authorities would apply additional and more stringent criteria to us after considering the effectiveness of our
auditor's audit procedures and quality control procedures, adequacy of personnel and training, or sufficiency of resources, geographic
reach or experience as it relates to the audit of our financial statements.

 On August 26, 2022, the PCAOB announced and signed
a Statement of Protocol (the "Protocol") with the China Securities Regulatory Commission and the Ministry of Finance of the
People's Republic of China. The Protocol provides the PCAOB with: (1) sole discretion to select the firms, audit engagements and
potential violations it inspects and investigates, without any involvement of Chinese authorities; (2) procedures for PCAOB inspectors
and investigators to view complete audit work papers with all information included and for the PCAOB to retain information as needed;
(3) direct access to interview and take testimony from all personnel associated with the audits the PCAOB inspects or investigates.

 The PCAOB reassessed the 2021 PCAOB Determinations
that the positions taken by PRC authorities prevented the PCAOB from inspecting and investigating in mainland China and Hong Kong completely.
The PCAOB sent its inspectors to conduct on-site inspections and investigations of firms headquartered in mainland China and Hong Kong
from September to November 2022.

 On
December 15, 2022, the PCAOB announced its determination (the "2022 Determination") that the PCAOB was able to secure complete
access to inspect and investigate accounting firms headquartered in mainland China and Hong Kong, and the PCAOB Board voted to vacate
previous determinations to the contrary. Should the PCAOB again encounter impediments to inspections and investigations in mainland China
or Hong Kong as a result of positions taken by any authority in either jurisdiction, including by the CSRC or the Ministry of Finance,
the PCAOB will make determinations under the HFCAA as and when appropriate. We cannot assure you whether OTC or regulatory authorities
would apply additional and more string ent criteria to us after considering the effectiveness of our auditor's audit procedures
and quality control procedures, adequacy of personnel and training, or sufficiency of resources, geographic reach, or experience as it
relates to the audit of our financial statements. There is a risk that the PCAOB is unable to inspect or investigate completely the Company's
auditor because of a position taken by an authority in a foreign jurisdiction or any other reasons, and that the PCAOB may re-evaluate
its determinations as a result of any obstruction with the implementation of
the Protocol. Such lack of inspection or re-evaluation could cause trading in the Company's securities to be prohibited under the
HFCAA ultimately result in a determination by a securities exchange to delist the Company's securities. In addition, under the HFCAA
as amended by the AHFCAA, our securities may be prohibited from trading on the OTC or other U.S. stock exchanges if our auditor is not
inspected by the PCAOB for two consecutive years, and this ultimately could result in our ordinary shares being delisted by and exchange.

 Such
recent developments would add uncertainties to our offering and we cannot assure you whether the SEC, the PCAOB, OTC, or other regulatory
authorities would apply additional and more stringent criteria to us after considering the effectiveness of our auditor's audit
procedures and quality control procedures, adequacy of personnel and training, or sufficiency of resources, geographic reach or experience
as it relates to the audit of our financial statements. It remains unclear what further actions the SEC, the PCAOB or OTC will take to
address these issues and what i mpact those actions will have on U.S. companies that have significant operations in the PRC and
have securities listed on a U.S. stock exchange (including a national securities exchange or over-the-counter stock market). In addition,
any additional actions, proceedings, or new rules resulting from these efforts to increase U.S. regulatory access to audit information
could create some uncertainty for investors, the market price of our common stock could be adversely affected, and we could be delisted
if we and our auditor are unable to meet the PCAOB inspection requirement or being required to engage a new audit firm, which would require
significant expense and management time. If trading in our common stock is prohibited under the HFCAA in the future because the PCAOB
determines that it cannot inspect or fully investigate our auditor at such future
time, OTC may determine to delist our common stock. If shares of our common stock are unable to be listed on another securities exchange
by then, such a delisting would substantially impair your ability to sell or purchase our ordinary shares when you wish to do so, and
the risk and uncertainty associated with a potential delisting would have a negative impact on the price of our common stock.

 Risks Related to Our Common Stock

 Our majority stockholders will control our company for the foreseeable
future, including the outcome of matters requiring shareholder approval.

 Ms.
Fan, our Chief Executive Officer, President and director have over 78.3% beneficial ownership of our Company, through Pony Group Ltd,
KERUIDA Investment Limited, Synionm Investments Limited and Wisdom Travel Service Investments Limited, which is beneficially owned by
Ms. Fan. As a result, Ms. Fan will have the ability to control the election of our directors and the outcome of corporate actions requiring
shareholder approval, such as: (i) a merger or a sale of our Company, (ii) a sale of all or substantially all of our assets, and (iii)
amendments to our articles of incorporation and bylaws. This concentration of voting power and control could have a significant effect
in delaying, deferring or preventing an action that might otherwise be beneficial to our other shareholders and be disadvantageous to
our shareholders with interests different from those individuals. Certain of these individuals also have significant control over our
business, policies and affairs as officers or directors of our company. Th erefore, you should not invest in reliance on your ability
to have any control over our company.

 No public market for our common stock currently exists, and an
active trading market may not develop or be sustained following this offering.

 As
we are in our early stages of development, an investment in our Company will likely require a long-term commitment, with no certainty
of return. We have applied for quotation of our common stock on the OTC Market. Even if our common stock is quoted on the OTC Market,
there is no guarantee that there will be any trading in our common stock. In addition, there is a risk that we will not be able to have
our stock listed or quoted on a more established market, and even if we are able to do so (of which no assurance can be given), we cannot
predict whether an active market for our common stock will ever develop in the future. In
the absence of an active trading market:

 investors may have difficulty buying and selling or obtaining market quotations;

 market visibility for shares of our common stock may be limited; and

 a lack of visibility for shares of our common stock may have a depressive effect on the market price for shares of our common stock.

 While we believe our revenues and cash on hand are adequate to
meet our immediate needs, we may require additional funding in order to progress our business in the future. If we are unable to raise
additional capital, we could be forced to delay, reduce or eliminate portions of our business.

 While we believe our cash, cash equivalents
on hand and cash from operations are adequate to meet our liquidity needs and capital expenditure requirements for at least the next 12
months, we may require an additional infusion of funds in the future to grow our business. In the event we were to experience an economic
recession or a slow growth period, such an event could adversely affect our business, liquidity and future growth. In addition, should
we experience instability in or a tightening of the capital markets, such an event could adversely affect our ability to obtain additional
capital to grow our business on terms acceptable to us or at all.

 There is substantial doubt about our ability
to continue as a going concern.

 Our
audited financial statements for the year ended December 31, 2023 were
prepared assuming that we will continue as a going concern. In addition, as discussed in Note 3
of the financial statements for the year ended December 31, 2023, the
Company has suffered recurring losses from operations. These conditions raise substantial doubt on our ability to continue as a going
concern. The report of our independent registered public accounting firm on our financial statements for the year ended December 31, 2023
 included an explanatory paragraph on the doubt of our ability to continue as
a going concern in order to draw prospective investors' attention to the relevant note in the financial statements for the year
ended December 31, 2023.

 In
order to continue as a going concern, the Company will need, among other things, additional capital resources. Management's plans
to obtain such resources for the Company include (1) obtaining capital from the sale of its equity securities, (2) sales of the
Company's services, (3) short-term and long-term borrowings from banks, and (4) short-term borrowings from stockholders or other
related party( ies) when needed. However, management cannot provide any assurance
that the Company will be successful in accomplishing any of its plans. The ability of the Company to continue a s a going concern
is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually to secure other
sources of financing and attain profitable operations. If we are unable to raise additional capital in debt or equity financing on terms
favorable to us, then we may be unable to achieve our objectives.

 Raising additional capital may cause
dilution to our stockholders, restrict our operations or require us to relinquish rights to our technologies or product candidates.

 We may need to raise funding in the future
to further develop our business. There can be no assurance that we will be able to raise sufficient capital on acceptable terms, or at
all. If such financing is not available on satisfactory terms, or is not available at all, we may be required to delay, scale back or
eliminate the development of business opportunities and our operations and financial condition may be adversely affected to a significant
extent.

 If we raise additional capital by issuing
equity securities, the percentage and/or economic ownership of our existing stockholders may be reduced, and accordingly these stockholders
may experience substantial dilution. We may also issue equity securities that provide for rights, preferences and privileges senior to
those of our common stock.

 Debt financing, if obtained, may involve
agreements that include liens on our assets, covenants limiting or restricting our ability to take specific actions, such as incurring
additional debt, increases in our expenses and requirements that our assets be provided as a security for such debt. Debt financing would
also be required to be repaid regardless of our operating results.

 Funding from any source may be unavailable
to us on acceptable terms, or at all. If we do not have sufficient capital to fund our operations and expenses, our business opportunities
could be substantially diminished.

 Assuming we can find market makers to
establish quotations for our common stock, and assuming all applicable approvals are obtained, we expect that our common stock will be
quoted on the OTC Market. This market is a relatively unorganized, inter-dealer, over-the-counter markets that provide significantly less
liquidity than any tier of the NASDAQ or the New York Stock Exchange. No assurances can be given that our common stock, even if quoted
on such markets, will ever trade on such markets, much less a senior market like NASDAQ or the New York Stock Exchange. In this event,
there would be a highly illiquid market for our common stock and you may be unable to dispose of your common stock at desirable prices
or at all. Moreover, there is a risk that our common stock could be delisted from the OTC Market, in which case it might be listed on
OTC Pink, which is even more illiquid than the OTC Market.

 The lack of an active market impairs
your ability to sell your shares of our common stock at the time you wish to sell them or at a price that you consider reasonable. The
lack of an active market may also reduce the fair market value of your shares of our common stock. An inactive market may also impair
our ability to raise capital to continue to fund operations by selling shares of our common stock and may impair our ability to expand
our operations through acquisitions by using our shares as consideration.

 Even
if our common stock becomes publicly-traded and an active trading market develops, the market price for our common
stock may be volatile.

 Even if our securities become publicly-traded
and even if an active market for our common stock develops, of which no assurance can be given, the market price for our common stock
may be volatile and subject to wide fluctuations due to factors such as:

 the perception of U.S. investors and regulators of U.S. listed Chinese companies;

 actual or anticipated fluctuations in our quarterly operating results;

 changes in financial estimates by securities research analysts;

 negative publicity, studies or reports;

 our capability to match and compete with technology innovations in the industry;

 changes in the economic performance or market valuations of other companies in the same industry;

 announcements by us or our competitors of acquisitions, strategic partnerships, joint ventures or capital commitments;

 addition or departure of key personnel;

 fluctuations of exchange rates between RMB and the U.S. Dollar; and

 general economic or political conditions in or influencing China.

 In
addition, the securities market has from time to time experienced significant price and volume fluctuations that are not related to the
operating performance of particular companies. These market fluctuations may also materially and adversely affect the
market price of our common stock.

 Our common stock may be thinly traded and you may be unable to
sell at or near ask prices or at all if you need to sell your shares to raise money or otherwise desire to liquidate your shares.

 Assuming our common stock trades over-the-counter,
our common stock will be "thinly-traded," meaning that the number of persons interested in purchasing our common stock at
or near bid prices at any given time may be relatively small or non-existent. This situation may be attributable to a number of factors,
including the fact that we are relatively unknown to stock analysts, stock brokers, institutional investors and others in the investment
community that generate or influence sales volume, and that even if we came to the attention of such persons, they tend to be risk-averse
and might be reluctant to follow an unproven company such as ours or purchase or recommend the purchase of our shares until such time
as we became more seasoned. As a consequence, there may be periods of several days or more when trading activity in our shares is
minimal or non-existent, as compared to a seasoned issuer which has a large and steady volume of trading activity that will generally
support continuous sales without an adverse effect on share price. Broad or active public trading market for our common stock may
not develop or be sustained.

 Our common stock may be considered a "penny stock,"
and thereby be subject to additional sale and trading regulations that may make it more difficult to sell.

 Our
common stock, which we plan to have quoted for trading on the OTC Market, may be considered to be a "penny stock" if it does
not qualify for one of the exemptions from the definition of "penny stock" under Section 3a51-1 of the Exchange Act, as amended. Our
common stock may be a "penny stock" if it meets one or more of the following conditions: (i) the stock trades at a price less
than $5.00 per share; (ii) it is not traded on a "recognized" national exchange; (iii) it is not quoted on the Nasdaq Capital
Market or, even if so, has a price of less than $5.00 per share; or (iv) is issued by a company that has been in business less than three
years with net tangible assets less than $5 million. The principal
result or effect of being designated a "penny stock" is that securities broker-dealers participating in sales of our common
stock will be subject to the "penny stock" regulations set forth in Rules 15g-2 through 15g-9 promulgated under the Exchange
Act. For example, Rule 15g-2 requires broker-dealers dealing
in penny stocks to provide potential investors with a document disclosing the risks of penny stocks and to obtain a manually signed and
dated written receipt of the document at least two business days before effecting any transaction in a penny stock for the investor's
account. Moreover, Rule 15g-9 requires broker-dealers in penny
stocks to approve the account of any investor for transactions in such stocks before selling any penny stock to that investor. This
procedure requires the broker-dealer to: (i) obtain from the investor information concerning his or her financial situation, investment
experience and investment objectives; (ii) reasonably determine, based on that information, that transactions in penny stocks are suitable
for the investor and that the investor has sufficient knowledge and experience as to be reasonably capable of evaluating the risks of
penny stock transactions; (iii) provide the investor with a written statement setting forth the basis on which the broker-dealer made
the determination in (ii) above; and (iv) receive a signed and dated copy of such statement from the investor, confirming that it accurately
reflects the investor's financial situation, investment experience and investment objectives. Compliance
with these requirements may make it more difficult and time consuming for holders of our common stock to resell their shares to third
parties or to otherwise dispose of them in the market or otherwise.

 FINRA sales practice requirements may also limit your ability
to buy and sell shares of our common stock, which could depress the price of shares of our common stock.

 FINRA rules require broker-dealers to
have reasonable grounds for believing that an investment is suitable for a customer before recommending that investment to the customer.
Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts
to obtain information about the customer's financial status, tax status and investment objectives, among other things. Under interpretations
of these rules, FINRA believes that there is a high probability such speculative low-priced securities will not be suitable for at least
some customers. Thus, FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock,
which may limit your ability to buy and sell shares of our common stock, have an adverse effect on the market for shares of our common
stock, and thereby depress price of our common stock.

 You may face significant restrictions on the resale of your shares
of our common stock due to state "blue sky" laws.

 Each state has its own securities laws,
often called "blue sky" laws, which (1) limit sales of securities to a state's residents unless the securities are registered
in that state or qualify for an exemption from registration, and (2) govern the reporting requirements for broker-dealers doing business
directly or indirectly in the state. Before a security is sold in a state, there must be a registration in place to cover the transaction,
or it must be exempt from registration. The applicable broker-dealer must also be registered in that state.

 We do not know whether our securities
will be registered or exempt from registration under the laws of any state. A determination regarding registration will be made by those
broker-dealers, if any, who agree to serve as market makers for our common stock. We have not yet applied to have our securities registered
in any state and will not do so until we receive expressions of interest from investors resident in specific states after they have viewed
this offering document. There may be significant state blue sky law restrictions on the ability of investors to sell, and on purchasers
to buy, our securities. You should therefore consider the resale market for our common stock to be limited, as you may be unable to resell
your shares without the significant expense of state registration or qualification.

 Potential future sales under Rule 144 may depress the market
price for the common stock.

 In general, under SEC Rule 144, a person
who has satisfied a minimum holding period of between six months to one-year, as well as meeting any other applicable requirements of
Rule 144, may thereafter sell such shares publicly. Therefore, the possible sale of unregistered shares may, in the future, have a depressive
effect on the price of our common stock in the over-the-counter market.

 Volatility in our common stock price may subject us to securities
litigation.

 The
market for our common stock may have, when compared to seasoned issuers, significant price volatility and we expect that our share price
may continue to be more volatile than that of a seasoned issuer for the indefinite future. In the past, plaintiffs have often initiated
securities class action litigation against a company following periods of volatility in the market price of its securities. We may, in
the future, be the target of similar litigation. Securities litigation could result in substantial costs and liabilities and could
divert management's attention and resources.

 We are not likely to pay cash dividends in the foreseeable future.

 We currently intend to retain any future
earnings for use in the operation and expansion of our business. Accordingly, we do not expect to pay any cash dividends in the foreseeable
future, but will review this policy as circumstances dictate. Should we determine to pay dividends in the future, our ability to do so
will depend upon the receipt of dividends or other payments from Universe Travel. Universe Travel may, from time to time, be subject to
restrictions on its ability to make distributions to us, including restrictions on the conversion of RMB into U.S. dollars or other hard
currency and other regulatory restrictions.

 U.S. investors may experience difficulties in attempting to effect
a service of process and enforce judgments based upon U.S. Federal Securities Laws against the company and its non U.S. resident officer
and director.

 We are a Delaware corporation and, as
such, are subject to the jurisdiction of the State of Delaware and the United States courts for purposes of any lawsuit, action or proceeding
by investors herein. An investor would have the ability to effect service of process in any action on the company within the United States.
However, Ms. Wenxian Fan, our sole officer and director, resides in China and substantially all of our assets are located in China. As
a result, it may not be possible for investors to:

 Effect service of process within the United States against our non-U.S. resident officers or directors;

 Enforce U.S. court judgments based upon the civil liability provisions of the U.S. federal securities laws against any of the above referenced foreign persons in the United States;

 Enforce in foreign courts U.S. court judgments based on the civil liability provisions of the U.S. federal securities laws against the above foreign persons; and

 Bring an original action in foreign courts to enforce liabilities based upon the U.S. federal securities laws against the above foreign persons.

 Shareholder
claims that are common in the United States, including securities law class actions and fraud claims, generally are difficult to pursue
as a matter of law or practicality in China. For example, in China, there are significant legal and other obstacles to obtaining information
needed for shareholder investigations or litigation outside China or otherwise with respect to foreign entities. Although the local authorities
in China may establish a regulatory cooperation mechanism with the securities regulatory authorities of another country or region to implement
cross-border supervision and administration, such regulatory cooperation with the securities regulatory authorities in the Unities States
have not been efficient in the absence of mutual and practical cooperation mechanism. According to Article 177 of the PRC Securities Law,
which became effective in March 2020, no overseas securities regulator is allowed to directly conduct investigation or evidence collection
activities within the territory of the PRC. Accordingly, without the consent of the competent PRC securities regulators and relevant
authorities, no organization or individual may provide the documents and materials relating to securities business activities to overseas
parties. Further, there is uncertainty as to whether PRC courts would (i) recognize or enforce judgments of United States courts obtained
against us or our director and officer predicated upon the civil liability provisions of the securities laws of the United States or any
state in the United States, or (ii) entertain original actions brought in each respective jurisdiction against us or our director and
officer predicated upon the securities laws of the United States or any state in the United States.

 The
Company is selling shares without an underwriter and may not be able to sell all or any of the shares offered herein.

 Shares of
common stock are hereby being offered on our behalf by our officers and directors, on a best-efforts basis. No broker-dealer has
been retained as an underwriter and no broker-dealer is under any obligation to purchase any shares of
common stock. There are no firm commitments to purchase any of the shares in the direct public offering. Consequently, there
is no guarantee that the Company, through its officers and directors, are capable of selling all, or any, of the shares of
common stock offered hereby. The sale of a small number of shares increases the likelihood that no market will ever develop
for our common stock. We will likely need to raise additional capital in the near future to finance our intended growth.

 Item 1B.
 Unresolved Staff Comments

 None.

 Item 1C.
 C ybersecurity

 We faces various cyber risks,
including, but not limited to, risks related to the storage of members' information, and security breaches could expose us to a
risk of loss or misuse of this information, litigation and potential liability. We utilize a multilayered, proactive approach to identify,
evaluate, mitigate and prevent potential cyber and information security. Additionally, we devote significant resources to protecting
the security of our computer systems, software, networks and other technology assets. Our efforts are designed to adapt with the evolution
of information security risks and appropriate best practices and include physical, administrative and technical safeguards. The risk
assessment is discussed with the CEO on at least an annual basis. Our practices are generally developed from, and benchmarked against,
recognized cybersecurity frameworks, such as the National Institute of Standards and Technology Cybersecurity Framework.

 Item 2. Properties

 We lease an office at Engineer Experiment Building,
A202, 7 Gaoxin South Avenue, Nanshan District, Shenzhen, Guangdong Province, China, encompassing approximately 205 square meters of space
for a monthly rent of RMB 10,000 (approximately $1,408). The lease for this facility expires on February 28, 2025. We believe the rented
space is sufficient for our current operations. We consider our current facilities adequate for our current operations.

 Item 3. Legal Proceedings

 We
are not currently a party to any material legal or administrative proceedings. We may from time to time be subject to legal or administrative
claims and proceedings arising in the ordinary course of business. Litigation or any other legal or administrative proceeding, regardless
of the outcome, is likely to result in substantial cost and diversion of our resources, including our management's time and attention.
Please see the section herein titled "Business - Risk Factors."

 Item 4. Mine Safety Disclosures

 Not
applicable.

 Item 5. Market for Registrant's
Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities

 Market Information

 Our common stock is traded on the OTC QB tier of OTC Market Group LLC's
Marketplace under the symbol "PNYG." As of March 28, 2024, there were 11,500,000 shares of common stock outstanding.

 The OTC Market is a network of security dealers
who buy and sell stock. The dealers are connected by a computer network that provides information on current "bids" and "asks,"
as well as volume information. The trading of securities on the OTCQB is often sporadic and investors may have difficulty buying and selling
our shares or obtaining market quotations for them, which may have a negative effect on the market price of our common stock.

 The following table sets forth, for the periods
indicated the high and low bid quotations for our common stock. These quotations represent inter-dealer quotations, without adjustment
for retail markup, markdown, or commission and may not represent actual transactions.

 Fiscal Year 2023

 High

 Low

 First Quarter (January 1, 2023 - March 31, 2023)

 $
 5.42

 $
 5.37

 Second Quarter (April 1, 2023 - June 30, 2023)

 $
 5.37

 $
 5.37

 Third Quarter (July 1, 2023 - September 30, 2023)

 $
 5.37

 $
 5.37

 Fourth Quarter (October 1, 2023 - December 31, 2023)

 $
 5.37

 $
 1.00

 Fiscal Year 2022

 High

 Low

 Third Quarter (July 1, 2022 - September 30, 2022)

 $
 5.37

 $
 5.00

 Fourth Quarter (October 1, 2022 - December 31, 2022)

 $
 5.42

 $
 5.37

 Holders

 Based upon information furnished by our transfer agent, as of December
31, 2023, the Company had 22 stockholders of record.

 Dividend

 We have never declared or
paid cash dividends on our shares. We do not have any present plan to pay any cash dividends on our common stock in the foreseeable future.
We currently intend to retain most, if not all, of our available funds and any future earnings to operate and grow our business.

 Our
board of directors will have the discretion to declare and pay dividends in the future, subject to applicable PRC regulations and restrictions.
The Wholly-Foreign Owned Enterprise Law (1986), as amended, and the Wholly-Foreign Owned Enterprise Law Implementing Rules (1990), as
amended, and the Company Law of the PRC (2006), as amended, contain the principal regulations governing dividend distributions by wholly
foreign owned enterprises. Under these regulations, wholly foreign owned enterprises may pay dividends only out of their accumulated profits,
if any, determined in accordance with PRC accounting standards and regulations. Additionally, such companies are requ ired to set
aside a certain amount of their accumulated profits each year, if any, to fund certain reserve funds until such time as the accumulated
reserve funds reach and remain above 50% of the registered capital amount. These reserves are not distributable as cash dividends except
in the event of liquidation and cannot be used for working capital purposes. Furthermore, if our subsidiaries and affiliates in China
incur debt on their own in the future, the instruments governing the debt may restrict its ability to pay dividends or make other payments.
If we or our subsidiary and affiliates are unable to receive all of the revenues
from our operations through the current contractual arrangements, we may be unable to pay dividends on our common stock.

 Recent Sales of Unregistered Securities

 None

 Item 6. [Reserved]

 Not required for smaller reporting companies.

 Item 7. Management's Discussion and Analysis
of Financial Condition and Results of Operations

 The following discussion and analysis
of our results of operations and financial condition should be read together with our consolidated financial statements and the notes
thereto and other financial information, which are included elsewhere in this Report. Our financial statements have been prepared in accordance
with U.S. GAAP. In addition, our financial statements and the financial information included in this Report reflect our organizational
transactions and have been prepared as if our current corporate structure had been in place throughout the relevant periods.

 Overview

 We
were incorporated in the State of Delaware on January 7, 2019. We are a travel service provider. We currently provide car services to
individual and group travelers. We currently offer carpooling, airport pick-up and drop-off, and personal driver services for travelers
between Guangdong Province and Hong Kong. We collaborate with car fleet companies and charge a service fee by matching the traveler and
the driver. Redefining the user experience, we aim to provide our users with comprehensive and convenient service offerings and
become a one-stop travel booking resource for travelers. While network scale is important, we recognize that transportation happens locally.
We currently operate in two markets – Guangdong Province and Hong Kong
and plan to expand our offering in more oversea markets.

 Transfers of Cash to and from Our Subsidiaries

 Pony
Group Inc is a holding company incorporated in Delaware with no material operations of its own, and we conduct our business through our
indirectly wholly-owned subsidiaries, Pony HK, in Hong Kong and Universe Travel, in Shenzhen. We currently do not rely on dividends and
other distributions on equity to be paid by our Hong Kong or Shenzhen subsidiaries to fund our cash and financing requirements, including
the funds necessary to pay dividends and other cash distributions to our stockholders, to service any debt we may incur and to pay our
operating expenses. Currently, substantially all of our operations are
in Hong Kong from Pony HK and in Shenzhen from Universe Travel. Pony HK is the parent of a wholly-owned subsidiary, Universe Travel Culture
& Technology Ltd., that is incorporated in the PRC. We do not intend to set up any subsidiary or enter into any contractual arrangements
to establish a VIE structure with any entity in China. Hong Kong is a special administrative region of the PRC and the basic policies
of the PRC regarding Hong Kong are reflected in the Basic Law of the Hong Kong Special Administrative Region of the People's Republic
of China (the "Basic Law"), providing Hong Kong with a high degree of autonomy and executive, legislative and independent
judicial powers, including that of final adjudication under the principle of "one country, t wo systems". The laws and
regulations of the PRC do not currently have any material impact on any future transfer of cash either from us to Pony HK or from Pony
HK to us and the investors in the U.S. In addition, there are no restrictions or limitations under the laws of Hong Kong imposed on the
conversion of Hong Kong dollar or the Chinese Yuan into foreign currencies and the remittance of currencies out of Hong Kong or across
borders and to U.S investors.

 We
are permitted under the Delaware law to provide funding to our subsidiaries, including Pony HK and Universe Travel, through loans or capital
contributions without restrictions on the amount of the funds. There are no significant restrictions or limitations on our ability to
distribute earnings from our businesses, including our subsidiaries, to the U.S. investors. Specifically, under PRC laws and regulations,
Universe Travel is a wholly foreign-owned enterprise in China. As such, Universe Travel may pay dividends only out of its accumulat ed
after-tax profits as determined in accordance with PRC accounting standards and regulations. In addition, a wholly foreign-owned enterprise
is required to set aside at least 10% of its accumulated after-tax profits each year, if any, to fund certain statutory reserve funds
until the aggregate amount of such funds reaches 50% of its registered capital. At its discretion, a wholly foreign-owned enterprise may
allocate a portion of its after-tax profits based on PRC accounting standards to staff welfare and bonus funds. These reserve funds and
staff welfare and bonus funds are not distributable as cash dividends.

 In
addition, Pony HK is permitted under the laws of Hong Kong to provide funding to Pony Group Inc, the holding company incorporated in Hong
Kong, and to Pony HK's subsidiary, Universe Travel, a company incorporated in the PRC, through dividend or other distribution without
restrictions on the amount of the funds. Further, Pony HK and Universe Travel currently intend to retain all available funds and future
earnings, if any, for the operation and expansion of its business and does not anticipate declaring or paying any dividends in the foreseeable
future As of the date of this Report, there has been no dividends, distributions or cash transfer between our holding company and our
subsidiaries nor do we expect such dividends, distributions or cash transfers to occur in the foreseeable future among our holding company
and its subsidiaries. Accordingly, we currently do not have, nor we anticipate to have in the future, cash management policies that dictate
how funds are transferred between our holding company and its subsidiaries.

 Moreover,
there are no restrictions on foreign exchange or our ability to transfer cash between entities within our group, across borders, or to
U.S. investors. However, the PRC government has significant authority to intervene or influence the China operations of an offshore holding
company at any time, and such oversight may also extend to our Hong Kong operating company. We cannot assure you that the PRC government
will not prevent us from transferring the cash we maintain in Hong Kong outside of Hong Kong, or restrict our ability to deploy our cash
into business or to pay dividends. We could also be subject to limitations on the transfer or the use of our cash if we expand our business
operations into China or conduct our operations in some other ways such that we become subject to PRC laws that regulate these activities.
In addition, if Pony HK or Universe Travel incur debt on its own behalf in the future, the instruments governing the debt may restrict
its ability to pay dividends or make other distribu tions to us. To the extent cash and/or assets in the business is in Pony HK
or Universe Travel, the cash and/or assets may not be available to fund operations or for other use outside of the PRC or Hong Kong due
to interventions in or the imposition of restrictions and limitations on our ability or on our subsidiaries by the PRC government to transfer
such cash and/or assets. As such, any limitation on our ability to transfer or use our cash could materially and adversely limit our ability
to grow, make investments or acquisitions that could be beneficial to our business, pay dividends, or otherwise fund and conduct our business.

 We have never paid or declared any cash dividends on our common stock
and do not anticipate paying cash dividends in the foreseeable future. The declaration of dividends on any class of shares is within the
discretion of our board of directors, subject to Delaware law, out of legally available funds, and will depend on the assessment of, among
other factors, earnings, capital requirements and our operating and financial condition. None of our subsidiaries has made any dividends
or distributions to us. Under the current practice of the Inland Revenue Department of Hong Kong, no tax is payable in Hong Kong in respect
of dividends paid by us. See " Item 1A. Risk Factors - Risks Related to Our Business and Industry - We are not likely to pay cash
dividends in the foreseeable future.."

 Plan of Operations

 In January 2019, we started our Research and Development
("R&D") project mobile Lets Go App ("App") designed to have multi-language interface to attract users from
the world, focusing on providing one-stop travel services to foreigners traveling in China, for both leisure and business.

 In April 2019, we rolled out basic version which
supports carpooling, car rental, Airport Pick-up and/or Drop-off, etc., ready for download at Apple App store; the basic version has
an interface in Chinese language only. In May 2019, we rolled out second version which has an enhanced interface in both Chinese and
English language, supporting payment through PayPal.

 We intend to attract users from outside of China
to use our App and expand our offerings on the App to serve as a one-stop shop to book tickets, reserve hotels, rent a car and hire an
English speaking driver.

 Our goal is to grow to an international player in
the travel service market. To accomplish such goal, we will cooperate with other businesses which have capital, marketing and technology
resources or products. We expect to recruit more workforce and talents, and develop new technologies and products.

 Results of Operations

 For the Year Ended December 31, 2023 Compared
to December 31, 2022

 Revenue

 For the years ended December
31, 2023 and 2022, revenues were $177,570 and $114,288, respectively, with an increase of $63,282 over the same period in 2022. The increase
was due to the Company's increase efforts to attract technology development services from client since the fiscal year beginning2023.
Technology development revenue increased in $37,369 in fiscal year 2023 compared with fiscal year 2022 as Universe Travel acquired three
new clients which are Shenzhen Eryuechuer Culture & Technology., Ltd, Shenzhen Shangjia Electronic Technology., Ltd and Shenzhen Zhongke
Hengjin Technology Co., Ltd

 Cost of Revenue

 Cost of Revenue for the years ended December 31, 2023 and 2022 were
$96,107 and $77,043, respectively, with an increase of $19,064 over the same period in 2022. The increase of cost was mainly due to the
increase of technology and development revenue of Universe Travel, thus the cost of revenue increased accordingly.

 Gross Profit

 Gross profits were $81,463 and $37,245 for the years ended December
31, 2023 and 2022, respectively, an increase of $44,218 over the same period in 2022. The gross profit ratios were 45.9% and 32.6% for
the years ended December 31, 2023 and 2022, respectively. The increase of gross profit ratio due to technology development service revenue
increased in 2023, which have a higher gross profit.

 Operating Expenses

 Operating expenses for the years ended December 31, 2023 and 2022 were
$229,301 and $322,787, respectively, with a decrease of $93,486 or 29.0% from the same period in 2022. The decrease was mainly due to
lower service fees from OTC listings and other consulting services.

 Other Income (Expenses)

 Other income consists of interest income and exchange
gain (loss). For the year ended December 31, 2023, the net other expense were $683 compared with net income of $1,514 for the same period
in 2022. The change of other income (expenses) mainly due to the change of exchange rate.

 Liquidity and Capital Resources

 We suffered recurring losses from operations and have an accumulated
deficit of $724,420 as of December 31, 2023. We had a cash balance of $16,578 and working capital deficit of $518,130 as of December 31,
2023. The Company has incurred losses of $148,521 and $284,028 for the years ended December 31 2023 and 2022, respectively. The Company
has not continually generated significant gross margins. Unless our operations generate a significant increase in gross margins and cash
flows from operating activities, our continued operations will depend on whether we are able to raise additional funds through various
sources, such as equity and debt financing, other collaborative agreements and/or strategic alliances. Our management is actively engaged
in seeking additional capital to fund our operations in the short to medium term. Such additional funds may not become available on acceptable
terms and there can be no assurance that any additional funding that we do obtain will be sufficient to meet our needs in the long term.

 Net cash used in operating
activities for the year ended December 31, 2023 amounted to $152,949, compared to $321,340 net cash used in operating activities for
the year ended December 31, 2022. Net cash used in operating activities mostly consist of net loss. The net loss for year ended December
31, 2023 and 2022 were $148,521 and $284,028, respectively.

 Net cash provided by financing activities for the year ended December
31, 2023 amounted to $129,676, compared to $78,045 for the same period in 2022. The net cash provided by financing activities were from
shareholders who paid cost and other expenses on behalf of the Company.

 Going Concern

 The accompanying consolidated
financial statements have been prepared assuming the Company will continue as a going concern; however, the above condition raises substantial
doubt about the Company's ability to do so. The financial statements do not include any adjustments to reflect the possible future
effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result should the
Company be unable to continue as a going concern.

 In order to continue as a going concern,
the Company will need, among other things, additional capital resources. Management's plans to obtain such resources for the Company
include (1) obtaining capital from the sale of its equity securities, (2) sales of the Company's services, (3) short-term and long-term
borrowings from banks, and (4) short-term borrowings from stockholders or other related parties (ies) when needed. However, management
cannot provide any assurance that the Company will be successful in accomplishing any of its plans. The ability of the Company to continue
as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually
to secure other sources of financing and attain profitable operations.

 Critical Accounting Policies and Estimates

 The
discussion and analysis of the Company's financial condition and results of operations are based upon the Company's consolidated
financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America.
We continually evaluate our estimates, including those related to bad debts, the useful life of property and equipment and intangible
assets, and the valuation of equity transactions. We base our estimates on historical experience and on various other assumptions that
we believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values
of assets and liabilities that are not readily apparent from other sources. Any future changes to these estimates and assumptions could
cause a material change to our reported amounts of revenues, expenses, assets and liabilities. Actual results may differ from these estimates
under different assumptions or conditions. We believe the following critical accounting policies affect our significant judgments
and estimates used in the preparation of the financial statements.

 Accounts Receivable - The customers
are required to make payments when they book the services, otherwise, the services will not be arranged. Sometimes, the Company extends
credit to its group clients. The Company considers accounts receivable to be fully collectible at year-end. Accordingly, no allowance
for doubtful accounts has been recorded.

 Revenue Recognition - The Company
recognizes revenue in accordance with ASC 606. The core principle of ASC 606 is to recognize revenue when promised goods or services are
transferred to customers in an amount that reflects the consideration that is expected to be received for those goods or services. ASC
606 defines a five-step process to achieve this core principle, which includes: (1) identifying contracts with customers, (2) identifying
performance obligations within those contracts, (3) determining the transaction price, (4) allocating the transaction price to the performance
obligation in the contract, which may include an estimate of variable consideration, and (5) recognizing revenue when or as each performance
obligation is satisfied. Our sales arrangements generally ask customers to pay in advance before any services can be arranged. The company
recognizes revenue when each performance obligation is satisfied. Documents and terms and the completion of any customer acceptance requirements,
when applicable, are used to verify services rendered. The Company has no returns or sales discounts and allowances because services rendered
and accepted by customers are normally not returnable.

 Car service

 We currently provide car services to individual and group travelers.
We currently offer carpooling, airport pick-up and drop-off, and personal driver services for travelers between Guangdong Province and
Hong Kong. We collaborate with car fleet companies and charge a service fee by matching the traveler and the driver. Redefining the user
experience, we aim to provide our users with comprehensive and convenient service offerings and become a one-stop travel booking resource
for travelers. When the traveler selects and initiates a car service request, an estimated service fee is displayed and the traveler can
further decide whether to place the service request or not. Once the traveler places the ride service request and the Group accepts the
service request, a car service agreement is entered into between the traveler and the Group. Upon completion of the car services, the
Group recognizes ride hailing services revenues on a gross basis.

 Technological development and operation service

 Revenues from technological development service,
including information technology system design and cloud platform development, revenue are recognized monthly by fixed amount based on
the contract.

 From time to time, the Company enters into arrangement
to provide technological support and maintenance service of applications to its customers. the Company's efforts are expended evenly
throughout the service period. The revenues for the technological support and maintenance service are recognized over the support and
maintenance services period, usually from 3 months to one year. The Company's contracts have a single performance obligation and
are primarily on a fixed-price basis. No significant returns, refund and other similar obligations during each reporting period.

 Cost of revenue – For
car services, cost of revenues, which are directly related to revenue generating transactions, primarily consists of driver earnings and
driver incentives. For technological development and operation service, cost of revenue includes of the salaries of development department
and the service fee paid to third party.

 Off-Balance Sheet Arrangements

 As
of December 31, 2023, we did not have any off-balance sheet arrangements
as defined in Item 303(a)(4)(ii) of Regulation S-K.

 Item 7A. Quantitative and Qualitative Disclosures About Market Risk

 Not applicable.

 Item 8.
 Financial Statements and Supplementary Data

 The financial statements required by this item begin
on page F-1 hereof.

 Index to Financial Statements

 Report of Independent Registered Public Accounting Firm (PCAOB ID #6781)

 Financial Statements:

 Consolidated Balance Sheets as of December 31, 2023 and 2022

 Consolidated Statements of Operations and Comprehensive Loss for the Years Ended December 31, 2023 and 2022

 Consolidated Statements of Changes in Stockholders' Equity for the Years Ended December 31, 2023 and 2022

 Consolidated Statements of Cash Flows for the Years Ended December 31, 2023 and 2022

 Notes to Consolidated Financial Statements

 F- 1

 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To the Board of Directors and

 Shareholders of Pony Group Inc.

 Opinion
on the Financial Statements

 We have
audited the accompanying consolidated balance sheets of Pony Group Inc and Subsidiaries (collectively, the "Company") as of
December 31, 2023 and 2022, and the related consolidated statements of operations and comprehensive income (loss), changes in shareholders'
equity, and cash flows for the years ended December 31, 2023 and 2022, and the related notes (collectively referred to as the "financial
statements").

 In our opinion,
the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December
31, 2023 and 2022, and the results of its operations and its cash flows for years ended December 31, 2023 and 2022, in conformity with
accounting principles generally accepted in the United States of America.

 Going
Concern

 The accompanying consolidated financial statements
have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the consolidated financial statements,
the Company has an accumulated deficit as of December 31, 2023, recurring net losses and net cash used in operating activities for the
year then ended. Those factors raise substantial doubt about the Company's ability to continue as a going concern. Management's
plans in regard to these matters are also described in Note 3. The consolidated financial statements do not include any adjustments that
might result from the outcome of this uncertainty.

 Basis
for Opinion

 These consolidated
financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's
consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight
Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S.
federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We conducted
our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable
assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not
required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we
are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion
on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

 Our audits
included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error
or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding
the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used
and significant estimates made by management, as well as evaluating the overall presentation of the financial statement. We believe that
our audits provide a reasonable basis for our opinion.

 /s/ YCM CPA, Inc.

 We have served as the Company's
auditor since 2023.

 PCAOB ID 6781

 Irvine, California

March 28, 2024

 F- 2

 PONY GROUP INC. AND SUBSIDIARIES

 CONSOLIDATED BALANCE SHEETS

 2023

 2022

 As restated,
 see Note 2

 Assets

 Current assets

 Cash and cash equivalents

 $
 16,578

 $

 Accounts receivables

 20,224

 25,633

 Other receivables

 43,344

 Operating lease right-of-use assets

 -

 4,316

 Total current assets

 37,062

 Total assets

 $
 37,062

 $

 Liabilities and Equity

 Current liabilities

 Deferred revenue

 $
 -

 $
 14,910

 Accounts payable

 -

 31,343

 Operating lease liabilities

 -

 4,316

 Other payable- related parties

 503,543

 373,867

 Other current liability

 51,649

 58,317

 Total current liabilities

 555,192

 482,753

 Total liabilities

 $
 555,192

 $
 482,753

 Stockholders' equity

 Common stock, $ 0.001 par value; 70,000,000 shares authorized, 11,500,000 shares issued and outstanding as of December 31, 2023 and 2022

 Additional paid-in capital

 Accumulated foreign currency exchange gain

 18,790

 12,935

 Accumulated deficit

 ( 724,420
)

 ( 575,899
)

 Total stockholders' equity

 ( 518,130
)

 ( 375,464
)

 Total liabilities and Stockholders' equity

 $
 37,062

 $

 The accompanying notes are integral to these consolidated
financial statements.

 F- 3

 PONY GROUP INC. AND SUBSIDIARIES

 CONSOLIDATED STATEMENTS OF OPERATIONS

 For the Years Ended

 2023

 2022

 As restated,

 see Note 2

 Revenue

 $
 177,570

 $
 114,288

 Cost of revenue

 96,107

 77,043

 Gross profit

 81,463

 37,245

 Operating expenses

 General & administrative expenses

 229,301

 322,787

 Total operating expenses

 229,301

 322,787

 Loss from operation

 ( 147,838
)

 ( 285,542
)

 Other income (expenses)

 Other income (expenses)

 ( 683
)

 1,514

 Total other income (expenses)

 ( 683
)

 1,514

 Loss before income taxes

)

)

 Provision for income tax

 -

 -

 $
)

 $
)

 Other Comprehensive Income

 5,855

 Comprehensive loss

 $
 ( 142,666
)

 $
 ( 272,748
)

 Basic and diluted earnings (loss) per share of common stock

 $
 ( 0.013
)

 $
 ( 0.025
)

 Weighted average number of shares outstanding

 The accompanying notes are integral to these consolidated
financial statements.

 F- 4

 PONY GROUP INC. AND SUBSIDIARIES

 CONSOLIDATED STATEMENTS OF CHANGE IN STOCKHOLDERS'
EQUITY

 For the Years Ended December 31, 2023 and 2022

 Common stock

 Additional
 Paid-In

 Subscription
 received in

 Accumulated
 Other
 Comprehensive
 Income

 Accumulated

 Shares*

 Amount

 Capital

 advance

 (Loss)

 Deficit

 Total

 Balance as of December 31, 2021 (As restated, see Note 2)

 $

 $

 $
 -

 $
 1,655

 $
 ( 291,871
)

 $
 ( 102,716
)

 Cumulative Foreign currency translation adjustment

 -

 -

 -

 -

 -

 -

 -

 -

 $
 -

 -

)

)

 Balance as of December 31, 2022 (As restated, see Note 2)

 $

 $

 $
 -

 $
 12,935

 $
 ( 575,899
)

 $
 ( 375,464
)

 Cumulative Foreign currency translation adjustment

 -

 -

 -

 -

 5,855

 5,855

 -

 -

 -

 -

)

)

 Balance as of December 31, 2023

 $

 $

 $
 -

 $
 18,790

 $
 ( 724,420
)

 $
 ( 518,130
)

 The accompanying notes are integral to these consolidated
financial statements.

 F- 5

 PONY GROUP INC. AND SUBSIDIARIES

 CONSOLIDATED STATEMENTS OF CASH FLOWS

 For the Years Ended

 2023

 2022

 As restated,
 see Note 2

 Cash flows from operating activities:

 $
)

 $
)

 Changes in operating assets and liabilities:

 Accounts receivable

 5,409

 28,722

 Other receivable

 43,084

 ( 43,043
)

 Deferred revenue

 ( 14,910
)

 8,393

 Accounts payable

 ( 31,343
)

 ( 5,709
)

 Other payable

 ( 6,668
)

 ( 25,675
)

 Net cash used in operating activities

 ( 152,949
)

 ( 321,340
)

 Cash flows from financing activities:

 Advance from related party

 129,676

 78,045

 Net cash provided by financing activities

 129,676

 78,045

 Effects of currency translation on cash

 5,855

 Net decrease in cash

 ( 17,418
)

 ( 232,015
)

 Cash at beginning of the period

 266,011

 Cash at end of period

 $
 16,578

 $

 The accompanying notes are integral to these consolidated
financial statements.

 F- 6

 PONY GROUP INC.

 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 NOTE
1 - ORGANIZATION AND PRINCIPAL ACTIVITIES

 Organization and Operations

 PONY GROUP INC, (the "Company" or "PONY") was
incorporated on Jan 7, 2019 in the state of Delaware.

 On March 7, 2019, the Company entered into and a stock purchase
agreement with Wenxian Fan, the sole owner of PONY LIMOUSINE SERVICES LIMITED ("Pony HK"), a limited liability company
formed under the laws of Hong Kong on April 28, 2016, to acquire 100 % equity ownership of Pony HK. Pony HK provides cross boarder
limousine services to its customers and dedicated to developing applications based on Wechat platform. As a result, Pony HK has
become the Company's wholly owned subsidiary.

 On February 2, 2019, Universe Travel Culture & Technology Ltd.
("Universe Travel") was incorporated as a wholly-owned PRC subsidiary of Pony HK.

 NOTE 2 - Basis
of presentation and summary of significant accounting policies

 Basis of Accounting and Presentation - The
accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States
of America ("U.S. GAAP").

 Use of Estimates - The preparation of financial
statements in conformity with accounting principles generally accepted in the United States requires the Company to make estimates and
assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenue and expenses during the reporting period.

 Leases- On March 31, 2022,
the Company adopted ASU 2016-02, Leases (Topic 842). For all leases that were entered into prior to the effective date of Topic 842, the
Company elected to apply the package of practical expedients. Based on this guidance the Company did not reassess the following: (1) whether
any expired or existing contracts are or contain leases; (2) the lease classification for any expired or existing leases; and (3) initial
direct costs for any existing leases. The adoption of Topic 842 did not have a material impact on the Company's consolidated statements
of operations and comprehensive income (loss).

 Principles of Consolidation- The consolidated financial
statements include the financial statements of PONY GROUP INC and its subsidiaries. All inter-company balances and transactions have been
eliminated upon consolidation.

 Company

 Date of establishment

 Place of establishment

 Percentage of legal

ownership by

Wah Fu

 Principal activities

 Subsidiaries:

 Pony HK

 April 28, 2016

 Hong Kong, PRC

 100 %

 Car services

 Universe Travel

 February 2, 2019

 Mainland, PRC

 100 %

 Car services and Technological development and operation service

 Cash and Cash Equivalents – For purpose of the statements of cash flows, the Company considers
all highly liquid debt instruments purchased with a maturity of 90 days or less to be cash equivalents. There is no cash equivalents as
of December 31, 2023 and 2022.

 Accounts Receivable - The customers are required
to make payments when they book the services, otherwise, the services will not be arranged. Sometimes, the Company extends credit to its
group clients.

 F- 7

 As of December 31, 2023 and December 31, 2022, accounts receivable
were $ 20,224 and $ 25,633, respectively. The company considers accounts receivable to be fully collectible and determined that an allowance
for doubtful accounts was not necessary.

 For the year ended December 31, 2023, the following
clients accounted for over 10 % of the revenue for the company: Shenzhen Zhongke Hengjin with 27.56 %; Shenzhen Eryuechuer Culture &
Technology., Ltd, with 14.17 %; and Shenzhen Shangjia Electronic Technology., Ltd with 11.81 %.

 The Company determines the adequacy of reserves
for doubtful accounts based on individual account analysis and historical collections. The Company establishes a provision for doubtful
receivables when there is objective evidence that the Company may not be able to collect amounts due. The allowance is based on management's
best estimates of specific losses on individual exposures, as well as a provision on historical trends of collections. The provision is
recorded against accounts receivable balances, with a corresponding charge recorded in the consolidated statements of operations and comprehensive
income (loss). Actual amounts received may differ from management's estimate of credit worthiness and the economic environment.
Delinquent account balances are written-off against the allowance for doubtful accounts after management has determined that the likelihood
of collection is not probable.

 Revenue Recognition -
The Company recognizes revenue in accordance with ASC 606. The core principle of ASC606 is to recognize revenue when promised goods or
services are transferred to customers in an amount that reflects the consideration that is expected to be received for those goods or
services. ASC 606 defines a five-step process to achieve this core principle, which includes: (1) identifying contracts with customers,
(2) identifying performance obligations within those contracts, (3) determining the transaction price, (4) allocating the transaction
price to the performance obligation in the contract, which may include an estimate of variable consideration, and (5) recognizing revenue
when or as each performance obligation is satisfied. Our sales arrangements generally ask customers to pay in advance before any services
can be arranged. The company recognizes revenue when each performance obligation is satisfied. Documents and terms and the completion
of any customer acceptance requirements, when applicable, are used to verify services rendered. The Company has no returns or sales discounts
and allowances because services rendered and accepted by customers are normally not returnable.

 Car service

 The Company currently provides car services to individual and group
travelers. It currently offers carpooling, airport pick-up and drop-off, and personal driver services for travelers between Guangdong
Province and Hong Kong. It collaborates with car fleet companies and charge a service fee by matching the traveler and the driver. Redefining
the user experience, the Company aims to provide its users with comprehensive and convenient service offerings and become a one-stop travel
booking resource for travelers. When the traveler selects and initiates a car service request, an estimated service fee is displayed and
the traveler can further decide whether to place the service request or not. Once the traveler places the ride service request and the
Company accepts the service request, a car service agreement is entered into between the traveler and the Company. Upon completion of
the car services, the Company recognizes ride hailing services revenues on a gross basis.

 Technological development and operation service

 Revenues from technological development service,
including information technology system design and cloud platform development, revenue are recognized monthly by fixed amount based on
the contract.

 From time to time, the Company enters into arrangement
to provide technological support and maintenance service of applications to its customers. the Company's efforts are expended evenly
throughout the service period. The revenues for the technological support and maintenance service are recognized over the support and
maintenance services period, usually from 3 months to one year. The Company's contracts have a single performance obligation and
are primarily on a fixed-price basis. No significant returns, refund and other similar obligations during each reporting period.

 F- 8

 Cost of revenue – For
car services, cost of revenues, which are directly related to revenue generating transactions, primarily consists of driver earnings and
driver incentives. For technological development and operation service, cost of revenue includes of the salaries of development department
and the service fee paid to third party.

 Income Taxes – Income tax expense represents
current tax expense. The income tax payable represents the amounts expected to be paid to the taxation authority. Hong Kong profits tax
has been provided at the rate of 16.5 % on the estimated assessable profit for the period.

 Value added tax ("VAT")
– Sales revenue derived from the invoiced car service and technological development and operation service is subject to VAT. Prior
to that, the Company was subject to a fixed rate of business tax of 3 %.

 Foreign Currency Translation – Pony
HK's functional currency is the Hong Kong Dollar (HK$) and Universe Travel's functional currency is the Renminbi (RMB). The
reporting currency is that of the US Dollar. Assets, liabilities and equity amounts are translated at the exchange rates as of the balance
sheet date. Income and expenditures are translated at the average exchange rate of the year.

 The exchange rates used to translate amounts in HK$ and RMB into USD
for the purposes of preparing the financial statements were as follows:

 December 31, 2023

 Balance sheet

 HK$ 7.81 to US $ 1.00

 RMB 7.09 to US $ 1.00

 Statement of operation and other comprehensive income

 HK$ 7.83 to US $ 1.00

 RMB 7.08 to US $ 1.00

 December 31, 2022

 Balance sheet

 HK$ 7.80 to US $ 1.00

 RMB 6.90 to US $ 1.00

 Statement of operation and other comprehensive income

 HK$ 7.83 to US $ 1.00

 RMB 6.73 to US $ 1.00

 Recent accounting pronouncements

 The Company does not believe that any recently issued but not yet effective
accounting standards, if currently adopted, would have a material effect on the consolidated financial position, statements of operations
and cash flows.

 Restatement of Previously Issued Consolidated Financial Statements

 Restatement Background

 The Company engaged our current auditor to re-perform
an audit on our financial statements as of and for the year ended December 31, 2022. The impact of the restatement on the financial statements
as of and for the year ended December 31, 2022 is presented below.

 F- 9

 Restatement Reconciliation Tables

 The effects of the reclassifications and restatement for the adjustments
on the consolidated balance sheets, c onsolidated statements of comprehensive income (loss) and consolidated
statements of cash flows are as follows:

 Consolidated Balance Sheet

 As of December 31, 2022

 As

previously

 reported

 Restatement

 adjustments

 As

Restated

 Assets

 Current assets

 Cash and cash equivalents

 $
 49,803

 $
 ( 15,807
)

 $

 Accounts receivables

 10,723

 14,910

 25,633

 Other receivables

 43,059

 43,344

 Other receivables-related parties

 8,998

 ( 8,998
)

 -

 Operating lease right-of-use assets

 -

 4,316

 4,316

 Total current assets

 69,809

 37,480

 Total assets

 $
 69,809

 $
 37,480

 $

 Liabilities and Equity

 Current liabilities

 Deferred revenue

 $
 -

 $
 14,910

 $
 14,910

 Accounts payable

 31,343

 -

 31,343

 Operating lease liabilities

 -

 4,316

 4,316

 Other payable-related party

 378,753

 ( 4,886
)

 373,867

 Other current liability

 15,257

 43,060

 58,317

 Total current liabilities

 425,353

 57,400

 482,753

 Total liabilities

 $
 425,353

 $
 57,400

 $
 482,753

 Stockholders' equity

 Common stock

 -

 Additional paid-in capital

 -

 Accumulated foreign currency exchange loss

 6,360

 6,575

 12,935

 Accumulated deficit

 ( 549,404
)

 ( 26,495
)

 ( 575,899
)

 Total stockholders' equity

 ( 355,544
)

 ( 19,920
)

 ( 375,464
)

 Total liabilities and stockholders' equity

 $
 69,809

 37,480

 F- 10

 Consolidated Statement of Comprehensive Income

 For the year ended December 31, 2022

 As
 previously
 reported

 Restatement
 adjustments

 As
 Restated

 Revenue

 $
 112,844

 $
 1,444

 $
 114,288

 Cost of revenue

 45,001

 32,042

 77,043

 Gross profit

 67,843

 ( 30,598
)

 37,245

 Operating expenses

 General & administrative expenses

 318,652

 4,135

 322,787

 R&D expenses

 23,816

 ( 23,816
)

 -

 Total operating expenses

 342,468

 ( 19,681
)

 322,787

 Loss from operation

 ( 274,625
)

 ( 10,917
)

 ( 285,542
)

 Other income (expenses)

 Other income (expense)

 5,547

 ( 4,033
)

 1,514

 Total other income (expense)

 5,547

 ( 4,033
)

 1,514

 Income (Loss) before income taxes

 ( 269,078
)

 ( 14,950
)

)

 Provision for income tax

 -

 -

 $
 ( 269,078
)

 $
 ( 14,950
)

 $
)

 Other Comprehensive Income

 -

 Comprehensive loss

 ( 269,078
)

 ( 3,670
)

 ( 272,748
)

 Basic and diluted earnings per common share

 ( 0.023
)

 ( 0.002
)

 ( 0.025
)

 F- 11

 Consolidated
Statement of Cash Flows

 For
 the Year ended December 31, 2022

 As

 previously

 reported

 Restatement

 adjustments

 As

 Restated

 Cash flows from operating activities:

 $
 ( 269,078
)

 $
 ( 14,950
)

 $
)

 Changes in operating assets and liabilities:

 Accounts receivable

 37,115

 ( 8,393
)

 28,722

 Other receivable

 ( 43,059
)

 ( 43,043
)

 Deferred revenue

 -

 8,393

 8,393

 Accounts payable

 ( 5,709
)

 -

 ( 5,709
)

 Other payable

 ( 87,673
)

 61,998

 ( 25,675
)

 Net cash used in operating activities

 ( 325,329
)

 3,989

 ( 321,340
)

 Cash flow from financing activities:

 Advance from (repayment
 to) related party

 92,603

 ( 14,558
)

 78,045

 Net cash provided by financing activities

 92,603

 ( 14,558
)

 78,045

 Effects of currency translation on cash

 16,518

 ( 5,238
)

 Net decrease in cash

 ( 216,208
)

 ( 15,807
)

 ( 232,015
)

 Cash at beginning of
 the period

 266,011

 -

 266,011

 Cash at end of period

 $
 49,803

 $
 ( 15,807
)

 $

 F- 12

 NOTE
3 - GOING CONCERN

 The Company had operating losses of $ 148,521 and $ 284,028 during the
years ended December 31, 2023 and 2022, respectively.

 The Company has accumulated deficit of $ 724,420 and working capital
deficit of $ 518,130 as of December 31, 2023. The Company's continuation as a going concern is dependent on its ability to generate
sufficient cash flows from operations to meet its obligations and/or obtain additional financing, as may be required.

 The accompanying
financial statements have been prepared assuming the Company will continue as a going concern; however, the above condition raises substantial
doubt about the Company's ability to do so. The financial statements do not include any adjustments to reflect the possible future
effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result should the
Company be unable to continue as a going concern.

 In order to
continue as a going concern, the Company will need, among other things, additional capital resources. Management's plans to obtain
such resources for the Company include (1) obtaining capital from the sale of its equity securities, (2) sales of the Company's
products, (3) short-term and long-term borrowings from banks, and (4) short-term borrowings from stockholders or other related party
(ies) when needed. However, management cannot provide any assurance that the Company will be successful in accomplishing any of its plans.

 The ability
of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding
paragraph and eventually to secure other sources of financing and attain profitable operations.

 NOTE
4 - RELATED PARTY TRANSACTIONS

 Wenxian Fan
is the founder of our Company and has been serving as our Chair of the Board of Directors, Chief Executive Officer and Chief Financial
Officer since its inception. Wenxian Fan loaned working capital to Pony HK and Universe
Travel with no interest and paid on behalf of the company for the subcontracted services and employee
salaries.

 The Company
has the following payables to Ms. Wenxian Fan:

 2023

 2022

 To Wenxian Fan

 $
 503,543

 $
 373,867

 Total due to related parties

 $
 503,543

 $
 373,867

 Universe Travel entered into a Lease Agreement with Shenzhen Yilutong
Technology Co. Ltd (founded by Ms. Wenxian Fan in December 2015.), the Company rented a portion at Engineer Experiment Building, A202,
7 Gaoxin South Avenue, Nanshan District, Shenzhen, Guangdong Province, China, encompassing approximately 205 square meters of space for
a monthly rent of RMB 10,000 (approximately $ 1,408). For details please refer to NOTE 7 - LEASES.

 NOTE
5 - MAJOR SUPPLIERS AND CUSTOMERS

 The Company
purchased majority of its subcontracted services from one major supplier: CHANGYING BUSINESS LIMITED representing 21.31 % and
 56.05 % of the total cost for the year ended December 31, 2023 and 2022.

 The Company
had three major customers for the year ended December 31, 2023: Shenzhen Zhongke Hengjin with 27.56 %; Shenzhen Eryuechuer
Culture & Technology., Ltd, with 14.17 %; and Shenzhen Shangjia Electronic Technology., Ltd with 11.81 % of the total revenue

 The
Company had two major customers for the year ended December 31, 2022: Shenzhen Shangjia Electronic Technology., Ltd ("Shangjia")
for 50.50 % of revenue and HK Gangjianxiang Trade Co Ltd. ("Gangjianxiang") for 47.63 % of revenue.

 NOTE 6 - COMMON
STOCK

 As
of December 31, 2023 and 2022, there were 11,500,000 shares of common stock, par value $ 0.001 per share, of the registrant issued and
outstanding.

 F- 13

 NOTE 7
- LEASES

 On
March 31, 2022, the Company adopted ASU 2016-02, Leases (ASC Topic 842). For all leases that were entered into prior to the effective
date of Topic 842, the Company elected to apply the package of practical expedients. The Company leases office space under non-cancelable
operating leases, with terms typically ranging from one to four years. The Company determines whether an arrangement is or includes an
embedded lease at contract inception.

 Operating
lease assets and lease liabilities are recognized at commencement date and initially measured based on the present value of lease payments
over the defined lease term. Lease expense is recognized on a straight-line basis over the lease term.

 On March 1, 2022, Universe Travel entered into a Lease Agreement with
Shenzhen Yilutong Technology Co. Ltd (founded by Ms. Wenxian Fan in December 2015.), the Company rented a portion at Engineer Experiment
Building, A202, 7 Gaoxin South Avenue, Nanshan District, Shenzhen, Guangdong Province, China, encompassing approximately 205 square meters
of space for a monthly rent of RMB 10,000 (approximately $ 1,408). The lease term was from March 1, 2022 to March 31, 2023. On April 1,
2023, the Company renewed the lease contract and the lease term was from April 1, 2023 to March 31, 2024.

 The
following tables represent the Company's lease assets and liabilities as of December 31 2023 and 2022:

 2023

 Assets:

 $

 Operating lease right-of-use assets

 -

 Liabilities:

 Operating lease liabilities-current

 -

 December
 31,
 2022

 Assets:

 $

 Operating
 lease right-of-use assets

 4,316

 Liabilities:

 Operating
 lease liabilities-current

 4,316

 The
following tables summarize quantitative information about the Company's operating lease, under the adoption of ASC 842:

 December
 31,
 2023

 Weighted
 Average Remaining Lease Term (Months)

 -

 Weighted
 Average Discount Rate

 4.75
 %

 December
 31,
 2022

 Weighted
 Average Remaining Lease Term (Months)

 0.25

 Weighted
 Average Discount Rate

 4.75
 %

 Maturities of lease liabilities were as follows:

 Twelve months ending December 31,

 2024

 $
 4,225

 Total

 $
 4,225

 NOTE
8 - Commitments and Contingencies

 Legal
proceedings

 From time
to time, we may in the future become a party to various legal or administrative proceedings arising in the ordinary course of our business,
including actions with respect to intellectual property infringement, violation of third-party licenses or other rights, breach of contract
and labor and employment claims. We are currently not a party to, and we are not aware of any threat of, any legal or administrative
proceedings that, in the opinion of our management, are likely to have any material and adverse effect on our business, financial condition,
cash-flow or results of operations.

 NOTE 9
- SUBSEQUENT EVENTS

 Management has evaluated
subsequent events through March 28, 2024, the date which the financial statements were available to be issued. All subsequent events requiring
recognition as of December 31, 2023 have been incorporated into these financial statements and there are no subsequent events that require
disclosure in accordance with FASB ASC Topic 855, "Subsequent Events."

 F- 14

 Item
 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 On
April 6, 2023, the Board of Directors of the Company dismissed Ben Borges CPA PC ("BBCPA") as the Company's independent
registered public accounting firm. During the fiscal years ended December 31, 2022 and 2021 there have been no (i) disagreements with
BBCPA on any matter or accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which connects
with its reports; or (ii) "reportable events" as defined in Item 304(a)(1)(v) of Regulation S-K.

 The
audit reports of BBCPA on the Company's financial statements as of and for the years ended December 31, 2022 and 2021 contained
no adverse opinion or disclaimer of opinion nor were any such reports qualified or modified as to uncertainty, audit scope or accounting
principle.

 Item
9A. Controls and Procedures

 Evaluation
of Disclosure Controls and Procedures

 The
management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting, as required
by Sarbanes-Oxley (SOX) Section 404 A. The Company's internal control over financial reporting is a process designed under the
supervision of the Company's Chief Executive Officer to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of the Company's financial statements for external purposes in accordance with U.S. generally accepted accounting
principles.

 Management
assessed the effectiveness of the Company's internal control over financial reporting based on the criteria for effective internal
control over financial reporting established in SEC guidance on conducting such assessments as of the end of the period covered by this
report. Management conducted the assessment based on certain criteria established in Internal Control - Integrated Framework issued by
the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, management concluded that our internal
controls over financial reporting were not effective as of December 31, 2022 and 2023.

 Our
Chief Executive Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures
as of December 31, 2022 and 2023. Based upon, and as of the date of this evaluation, our Chief Executive Officer concluded that our disclosure
controls and procedures were not effective as of December 31, 2022 and 2023 due to the material weaknesses in our internal control over
financial reporting, which are described below.

 The
matters involving internal controls and procedures that the Company's management considered to be material weaknesses under the
standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee and lack of a majority of
outside directors on the Company's board of directors, resulting in ineffective oversight in the establishment and monitoring of
required internal controls and procedures; (2) inadequate segregation of duties consistent with control objectives; (3) insufficient
written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and
SEC disclosure requirements; and (4) ineffective controls over period end financial disclosure and reporting processes. The aforementioned
material weaknesses were identified by the Company's Chief Executive Officer in connection with the review of our financial statements
as of December 31, 2022 and 2023 and communicated the matters to our management.

 Management
believes that the material weaknesses set forth in items (2), (3) and (4) above did not have an effect on the Company's financial
results. However, management believes that the lack of a functioning audit committee and lack of a majority of outside directors on the
Company's board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls
and procedures can result in the Company's determination to its financial statements for the future years.

 We
are committed to improving our financial organization. As part of this commitment, we will create a position to segregate duties consistent
with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function when
funds are available to the Company: i) Appointing one or more outside directors to our board of directors who shall be appointed to the
audit committee of the Company resulting in a fully functioning audit committee who will undertake the oversight in the establishment
and monitoring of required internal controls and procedures; and ii) Preparing and implementing sufficient written policies and checklists
which will set forth procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and
SEC disclosure requirements.

 We
will continue to monitor and evaluate the effectiveness of our internal controls and procedures and our internal controls over financial
reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as
necessary and as funds allow.

 This
annual report does not include an attestation report of the company's registered public accounting firm regarding internal control
over financial reporting. Management's report was not subject to attestation by the company's registered public accounting
firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management's
report in this annual report.

 There
have been no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph
(d) of Rules 13a-15 or 15d-15 under the Exchange Act that occurred during the small business issuer's last fiscal year that has
materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 We
will continue to monitor and evaluate the effectiveness of our internal controls and procedures and our internal controls over financial
reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as
necessary and as funds allow.

 Changes
in Internal Control over Financial Reporting

 There
have been no changes in our internal control over financial reporting during the year ended December 31, 2023 that have materially affected,
or are reasonably likely to materially affect, our internal control over financial reporting.

 Item
9B. Other Information

 None.

 Item
9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

 Not
applicable.

 PART
III

 Item 10.
Directors, Executive Officers and Corporate Governance

 Directors
and Executive Officers

 Our
current director and offices are as follow:

 Name

 Age

 Position

 Wenxian
 Fan

 Chief
 Executive Officer, Chief Financial Officer and Chair of the Board of Directors

 Wenxian
Fan is the founder of our Company and has been serving as our Chair of the Board of Directors, Chief Executive Officer and Chief
Financial Officer since its inception. Ms. Fan's primary responsibilities include defining our global expansion, sales and marketing
strategies, establishing company-wide policies and overall management. Ms. Fan has more than 20 years of experience in the transportation
industry. Ms. Fan founded Pony Limousine Services Limited in March 2016, and Shenzhen Yilutong Technology Co. Ltd. in December 2015 and
has been its Chair of the board of directors since its inception. She was the general manager of Shenzhen Zhixingzhiyuan Technology Co.,
Ltd., an online designated driver service company, from March 2015 to December 2015. She also served as vice general manager of Shenzhen
Zhongqinghechuang Cultural Media Technology Co. Ltd. from June 2010 to March 2015. She was the administration officer of global sales
department (West Africa region) for Huawei Technologies Co., Ltd since June 2006 to August 2007. Since August 2007 to July 2009, she
served as administration director of Freeboarders Software Development (Shenzhen) Co., Ltd. Ms. Fan started her transportation management
career and held multiple positions at Shenzhen Transportation Center since September 1998. Ms. Fan received her bachelor's degree
in transportation economic from Shenzhen University in June 1998 and her master's degree in transportation management from Wuhan
University of Technology in January 2004.

 Family Relationships

 There
are no family relationships, or other arrangements or understandings between or among any of the directors, executive officers or other
person pursuant to which such person was selected to serve as a director or officer.

 Director
Independence and Committees of the Board of Directors

 We
are not required to have any independent members of the Board of Directors. Our Board of Directors has determined that none of the directors
are independent under applicable SEC rules. As we do not have any board committees, the Board as a whole carries out the functions of
audit, nominating and compensation committees.

 Code of
Business Conduct and Ethics and Insider Trading Policy

 We
currently do not have a Code of Ethical Conduct and an Insider Trading Policy but plan to adopt them as we develop our business in the
future.

 Item 11. Executive Compensation

 The
following table sets forth the aggregate compensation paid to our Chief Executive Officer for services rendered in all capacities for
the fiscal years ended December 31, 2023 and 2022.

 Summary Compensation Table

 Name and principal position

 Year

 Salary
 ($)

 Bonus
 ($)

 Stock
 Awards
 ($)

 Option
 Awards
 ($)

 Non-Equity
 Incentive Plan
 Compensation
 ($)

 Nonqualified
 Deferred
 Compensation
 Earnings
 ($)

 All Other
 Compensation
 ($)

 Total
 ($)

 Wenxian Fan

 2023

 -

 -

 -

 -

 -

 -

 Chair of the Board and
 Chief Executive Officer

 2022

 -

 -

 -

 -

 -

 -

 Employment Agreements and Potential
Payments Upon Termination

 We have not entered into any employment agreement
with our executive officer.

 Equity Compensation Plan Information

 None.

 Outstanding Equity Awards at Fiscal Year-End

 None.

 Director Compensation

 To date, we have not paid any remuneration to our
directors in their capacities as such.

 Involvement in Certain Legal Proceedings

 Other than proceedings disclosed herein, none of
our directors and executive officers have been involved in any of the following events during the past ten years:

 1.

 any bankruptcy petition filed by or against such person or any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

 2.

 any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

 3.

 being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from or otherwise limiting his involvement in any type of business, securities or banking activities or to be associated with any person practicing in banking or securities activities;

 4.

 being found by a court of competent jurisdiction in a civil action, the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

 5.

 being subject of, or a party to, any federal or state judicial or administrative order, judgment decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

 6.

 being subject of or party to any sanction or order, not subsequently reversed, suspended, or vacated, of any self-regulatory organization, any registered entity or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

 Item 12: Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters Principal Stockholders

 Based solely upon information made available to
us, the following table sets forth information as of the date of this prospectus regarding the beneficial ownership of our common stock
by:

 each person known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock;

 each of our named executive officers and directors; and

 all our executive officers and directors as a group.

 The percentage ownership information shown in the
table is based upon 11,500,000 shares of common stock outstanding..

 Beneficial ownership is determined in accordance
with the rules of the SEC and includes voting or investment power with respect to the securities. Except as otherwise indicated, each
person or entity named in the table has sole voting and investment power with respect to all shares of our capital shown as beneficially
owned, subject to applicable community property laws.

 In computing the number and percentage of shares
beneficially owned by a person, shares that may be acquired by such person (for example, upon the exercise of options or warrants) within
60 days of the date of this prospectus are counted as outstanding, while these shares are not counted as outstanding for computing the
percentage ownership of any other person.

 The address of each holder listed below, except
as otherwise indicated, is c/o Engineer Experiment Building, A202, 7 Gaoxin South Avenue, Nanshan District, Shenzhen, Guangdong Province,
China 518054.

 Name of Beneficial Owner

 Shares of
 Common
 Beneficially
 Stock
 Owned ( 1)(5)

 Percent of
 Common Stock
 Beneficially
 Owned Before
 Offering ( 1) *

 Percent of
 Common Stock
 Beneficially
 Owned After
 Offering ( 1) *

 5% Beneficial Owners

 Pony Group Ltd. ( 2)

 5,580,000

 62.00
 %

 48.52
 %

 KERUIDA Investment Limited ( 3)

 900,000

 10.00
 %

 7.83
 %

 Synionm Investments Limited ( 4)

 900,000

 10.00
 %

 7.83
 %

 Wisdom Travel Service Investments Limited ( 5)

 900,000

 10.00
 %

 7.83
 %

 Directors and Officers

 Wenxian Fan

 8,280,000

 92.00
 %

 72.00
 %

 (1)

 Percentage ownership is based on 11,500,000 shares of our common stock outstanding prior to this offering and shares of our common stock outstanding after this offering.

 (2)

 Wenxian Fan has sole voting and dispositive power of shares beneficially owned by Pony Group Ltd.

 (3)

 Wenxian Fan has sole voting and dispositive power of shares beneficially owned by KERUIDA Investment Limited.

 (4)

 Wenxian Fan has sole voting and dispositive power of shares beneficially owned by Synionm Investments Limited.

 (5)

 Wenxian Fan has sole voting and dispositive power of shares beneficially owned by Wisdom Travel Service Investments Limited.

 *

 Under SEC rules, beneficial ownership includes shares over which the individual or entity has voting or investment power and any shares which the individual or entity has the right to acquire within sixty days.

 Item 13.
Certain Relationships and Related Party Transactions

 We do not have transactions since our inception,
or which are currently being proposed, to which we were a party or will be a party, in which:

 the amounts involved exceeded or will exceed the lesser of $120,000 and 1% of the average of our total assets at year-end for the last two completed fiscal years; and

 any of our directors, executive officers or holders of more than 5% of our capital stock, or any member of the immediate family of the foregoing persons, had or will have a direct or indirect material interest.

 Policy on Related Party Transactions

 We currently do not have a company policy on related
party transactions. In addition, none of the related party transactions disclosed above were approved by our Board. We plan to adopt a
policy on related party transactions in the near term as we further develop our business and improve our corporate governance.

 Item 14. Principal Accountant Fees and
Services.

 The
following table shows the fees that we paid or accrued for the audit and other services provided by our independent registered public
accounting firms for the fiscal years ended December 31, 2023 and 2022.

 Fee Category

 Fiscal Year
 Ended
 2022

 Fiscal Year
 Ended
 2023

 Audit Fees (1)

 $
 35,500

 $
 36,525

 Audit-Related Fees ( 2)

 $
 -

 $
 -

 Tax Fees ( 3)

 $
 -

 $
 -

 All Other Fees ( 4)

 $
 -

 $
 -

 (1)

 This category consists of fees for professional services rendered by our principal independent registered public accountants for the audit of our annual financial statements, review of financial statements included in our quarterly reports and services that are normally provided by the independent registered public accounting firms in connection with statutory and regulatory filings or engagements for those fiscal years.

 (2)

 This category consists of fees for assurance and related services by our independent registered public accountant that are reasonably related to the performance of the audit or review of our financial statements and are not reported above under "Audit Fees." The services for the fees disclosed under this category include consultations concerning financial accounting and reporting standards.

 (3)

 This category consists of fees for professional services rendered by our independent registered public accountant for tax compliance, tax advice, and tax planning.

 (4)

 This category consists of fees for services provided by our independent registered public accountants other than the services described above.

 Item 15.
Exhibits, Financial Statement Schedules

 (a)
 The
following documents are filed as part of this Report:

 (1) The Financial Statements in Item 8 herein; and

 (2) Index to the Financial Statements in Item 8 herein.

 All financial statement schedules are omitted because
they are not applicable or the amounts are immaterial and not required, or the required information is presented in the financial statements
and notes thereto in Item 15 of Part IV below.

 (3) Exhibits

 We hereby file as part of this Report the exhibits
listed in the attached Exhibit Index. Exhibits which are incorporated herein by reference can be inspected and copied at the public reference
facilities maintained by the SEC, 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Copies of such material can also be obtained
from the Public Reference Section of the SEC, 100 F Street, N.E., Washington, D.C. 20549, at prescribed rates or on the SEC website at
www.sec.gov.

 Item 16. Form 10-K Summary

 Not applicable.

 EXHIBIT INDEX

 No.

 Description of Exhibit

 3.1

 Certificate of Incorporation of the Company, as amended (1)

 3.2

 Bylaws of the Company (1)

 10.1

 Transportation Service Agreement, dated May 18, 2016, between Hong Kong Wanjin Industry Co., Limited and the Company (1)

 10.2

 Transportation Service Agreement, dated May 22, 2016, between Yahong Business Limited and the Company (1)

 10.3

 Form of Subscription Agreement between the Company and the investor (2)

 21.1

 Subsidiaries of the Company (1)

 31.1*

 Certification of Principal Executive Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

 31.2*

 Certification of Principal Financial Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

 32.1*

 Certification of Principal Executive Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

 32.2*

 Certification of Principal Financial Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

 101.INS

 101.SCH

 101.CAL

 101.DEF

 101.LAB

 101.PRE

 *
 Filed
herewith.

 (1)
 Incorporated
herein by reference to the Company's Form S-1 filed with the Securities and Exchange Commission on October 28, 2019. (1)

 (2)
 Incorporated
herein by reference to the Company's Form S-1/A filed with the Securities and Exchange Commission on February 28, 2020. (2)

 SIGNATURES

 In accordance with the requirements of the Exchange
Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 PONY GROUP INC.

 Date: March 28, 2024

 By:

 /s/ Wenxian Fan

 Name:

 Wenxian Fan

 Title:

 Chief Executive Officer

(Principal Executive Officer) and

Chief Financial Officer

 (Principal Financial Officer)

 NONE

 0.013 0.025

 0.002 0.023 0.025

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