What changed in this filing

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Item 1A. Risk Factors

2023-02-03 compared with 2022-09-23 · 223 added, 71 removed, 1299 unchanged (18% of the section changed)

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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.

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

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whole or in part, could materially and adversely affect the Company’s business, financial condition, operating results and stock

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

In particular, our risks include, but are not limited to, the following:

Related to Our Business

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.

face intense competition and could lose market share to our competitors, which could adversely affect our business, financial condition

and results of operations.

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.

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.

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.

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.

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.

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

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.

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

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

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.

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

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

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 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.

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.

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.

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

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.

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

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.

CSRC has released for public consultation the draft rules for China-based companies seeking to conduct initial public offerings in foreign

While such rules have not yet gone into effect, the Chinese government 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.

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.

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.

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

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.

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

our principal assets are located outside of the United States, it may be difficult for you to enforce your rights based on U.S.

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

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.

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

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.

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.

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.

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.

common stock may be delisted under the Holding Foreign Companies Accountable Act if the PCAOB is unable to inspect our auditors.

delisting of our common stock, or the threat of their being delisted, may materially and adversely affect the value of your investment.

Furthermore, on June 22, 2021, the U.S.

Senate passed the Accelerating Holding Foreign Companies Accountable Act, which, if enacted,

would amend the HFCA Act and require the SEC to prohibit an issuer’s securities from trading on any U.S.

stock exchanges if its

auditor is not subject to PCAOB inspections for two consecutive years instead of three.

Related to Our Common Stock

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

public market for our common stock currently exists, and an active trading market may not develop or be sustained following this offering.

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.

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

or product candidates.

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

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.

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.

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.

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

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

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

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

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.

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

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.

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.

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

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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 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;

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of PRC laws, rules and regulations.

Substantially all of our operations are conducted

in the PRC, and are governed by PRC laws, rules and regulations.

Our PRC subsidiaries are subject to laws, rules and regulations applicable

to foreign investment in China.

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.

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We are currently not required to obtain approval

from Chinese authorities to list on U.S exchanges, however, if our holding company or any of our PRC subsidiaries were required to obtain

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.

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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 are currently not required to obtain permission from any of the PRC federal

or local government to obtain such permission and has 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

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 released for public consultation the draft rules

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currency policy, which could result in a further and more significant appreciation of the Renminbi against the U.S.

As we rely on dividends and other 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.

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.

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

dollar amount available to us.

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.

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.

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

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

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federal securities laws against us or to enforce a U.S.

judgment against us or our operating subsidiaries in the PRC.

judgment against us or our operating subsidiaries in the PRC and in Hong Kong

A substantial portion of our operations

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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 licsnes,

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 have determined that we and our

subsidiaries are not currently required to obtain any permission or approval from the CSRC, the CAC or any other regulatory

authority in the PRC or in Hong Kong for our operations, the trading of our securities on the OTCQB and the offering of our

securities to foreign investors.

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, 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, 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.

We may be subject to penalties and

sanctions imposed by the PRC and Hong Kong regulatory agencies, including the CSRC, if we fail to comply with such rules and

regulations or applicable laws, or if we inadvertently conclude future approvals

or permissions from the such regulatory agencies, including business licenses, are not required when they are.

As a result, such non-compliance 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.

You may face difficulties in protecting your interests and exercising

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We conduct the bulk of our operations

in China through Pony HK.

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.

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

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Kong and Shenzhen subsidiary to issue dividends or other distributions to its overseas shareholders.

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.

Any such controls or restrictions may 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.

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

Our common stock may be delisted under the Holding Foreign Companies

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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

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.

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

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

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K/A

Item 1A. Risk Factors