PTHL 6-K furnishes 2025 AGM proxy and restated documents

Rhea-AI Filing Summary

Pheton Holdings Ltd (PTHL) submitted a Form 6-K related to its 2025 Annual General Meeting of Shareholders. The filing primarily serves to furnish key shareholder materials for that meeting.

The submission includes the notice and proxy statement for the annual meeting, as well as the Third Amended and Restated Memorandum of Association and Third Amended and Restated Articles of Association of iTonic Holdings Ltd. The report is signed by Chief Executive Officer and Chairman Jianfei Zhang on behalf of the company.

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 November 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 ☐

EXPLANATORY NOTE

In connection with the 2025 Annual General Meeting of Shareholders of Pheton Holdings Ltd, a company incorporated under the laws of the Cayman Islands (the “Company”), the Company hereby furnishes the following documents:

Exhibits

Exhibit No.		Description
99.1		Notice and Proxy Statement of Annual General Meeting of Shareholders
99.2		Third Amended and Restated Memorandum of Association of iTonic Holdings Ltd
99.3		Third Amended and Restated Articles of Association of iTonic Holdings Ltd

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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: November 26, 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 is the purpose of Pheton Holdings (PTHL) filing this Form 6-K?

The Form 6-K furnishes materials for the 2025 Annual General Meeting of Shareholders, including the notice and proxy statement and updated constitutional documents.

Which documents are attached to the PTHL 2025 annual meeting Form 6-K?

The filing includes the Notice and Proxy Statement of Annual General Meeting of Shareholders, the Third Amended and Restated Memorandum of Association, and the Third Amended and Restated Articles of Association of iTonic Holdings Ltd.

Does the Pheton Holdings (PTHL) Form 6-K include financial results or earnings data?

No, this Form 6-K focuses on annual meeting and governance materials and does not present financial statements or earnings data.

Who signed the Pheton Holdings (PTHL) Form 6-K related to the 2025 annual meeting?

The report was signed by Jianfei Zhang, who serves as Chief Executive Officer and Chairman of the Board of Directors of Pheton Holdings Ltd.

What type of company filing is this for Pheton Holdings (PTHL)?

This is a Form 6-K filed by a foreign private issuer, used to furnish information such as materials for the 2025 Annual General Meeting of Shareholders.

How is iTonic Holdings Ltd referenced in the PTHL Form 6-K?

The filing includes as exhibits the Third Amended and Restated Memorandum of Association and Third Amended and Restated Articles of Association of iTonic Holdings Ltd.