Pheton faces $1.00 bid rule; compliance window to Apr 20, 2026

Rhea-AI Filing Summary

Pheton Holdings Ltd (PTHL) reported it received a Nasdaq notice that its Class A ordinary shares failed the minimum bid price requirement under Listing Rule 5550(a)(2) after trading below $1.00 for 30 consecutive business days. The notice does not trigger immediate delisting, and the shares continue trading under “PTHL.”

The company has 180 calendar days, until April 20, 2026, to regain compliance. If the closing bid is at least $1.00 for a minimum of 10 consecutive business days during this period, Nasdaq will confirm compliance. If compliance is not regained by that date, Pheton may qualify for an additional 180‑day grace period if it meets other Nasdaq Capital Market initial listing standards (except bid price) and notifies Nasdaq of its plan to cure, which may include a reverse stock split.

Insights

Listing compliance specialist

Nasdaq bid-price deficiency with a defined 180-day cure path.

Pheton Holdings disclosed a Nasdaq notice for falling below the $1.00 bid-price threshold for 30 consecutive business days. Under Rule 5810(c)(3)(A), the company has a 180 calendar day window ending April 20, 2026 to regain compliance by achieving a closing bid of at least $1.00 for 10 consecutive business days.

If not cured by that date, an additional 180-day period may be available, contingent on meeting other Nasdaq Capital Market initial listing standards (excluding bid price) and providing written notice of an intended remedy, which can include a reverse stock split.

The practical impact depends on future trading activity and any corporate actions the company undertakes; the current listing remains active under the symbol PTHL.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of October 2025

Commission File Number: 001-42263

Pheton Holdings Ltd

Room 306, NET Building

Hong Jun Ying South Road, Chaoyang District

Beijing, China

(Address of Principal Executive Office)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F ☒       Form 40-F ☐

Pheton Holdings Ltd (the “Company”) received a notice dated October 20, 2025, from the Listings Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that the minimum bid price per share of its Class A ordinary shares was below $1.00 for a period of 30 consecutive business days and that the Company did not meet the minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Rule”). The Nasdaq notification letter does not result in the immediate delisting of the Company’s Class A ordinary shares, and the Class A ordinary shares will continue to trade uninterrupted under the symbol “PTHL.”

Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), the Company has a compliance period of one hundred eighty (180) calendar days, or until April 20, 2026 (the “Compliance Period”), to regain compliance with Nasdaq’s minimum bid price requirement. If at any time during the Compliance Period, the closing bid price per share of the Company’s Class A ordinary shares is at least $1.00 for a minimum of ten (10) consecutive business days, Nasdaq will provide the Company a written confirmation of compliance and the matter will be closed.

In the event the Company does not regain compliance by April 20, 2026, the Company may be eligible for an additional 180 calendar day grace period. To qualify, the Company will be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for the Nasdaq Capital Market, with the exception of the bid price requirement, and will need to provide written notice of its intention to cure the deficiency during the second compliance period, including by effecting a reverse stock split, if necessary.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Pheton Holdings Ltd
Date: October 21, 2025	By:	/s/ Jianfei Zhang
	Name:	Jianfei Zhang
	Title:	Chief Executive Officer and Chairman of the Board of Directors

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FAQ

What did Pheton Holdings (PTHL) disclose about its Nasdaq listing?

It received a Nasdaq notice that its Class A shares failed the minimum bid price rule after trading below $1.00 for 30 consecutive business days.

How long does PTHL have to regain compliance with Nasdaq’s bid price rule?

PTHL has 180 calendar days, until April 20, 2026, to regain compliance.

What is required for PTHL to regain compliance during the initial period?

A closing bid of at least $1.00 for a minimum of 10 consecutive business days.

Will PTHL’s shares be delisted immediately?

No. The notice does not result in immediate delisting, and shares continue to trade under PTHL.

Can PTHL get more time if it doesn’t regain compliance by April 20, 2026?

Yes. It may receive an additional 180 days if it meets other Nasdaq Capital Market initial listing standards (excluding bid price) and notifies Nasdaq of its plan to cure.

What actions might PTHL consider to cure the deficiency?

The company noted it may include a reverse stock split as part of its plan.