Pheton Holdings (PTHL) ties M&A advisory fees to 4M share warrants

Rhea-AI Filing Summary

Pheton Holdings Ltd has entered a five-year Advisory Services Agreement with Comane International Group Ltd to support mergers and acquisitions and broader corporate development work. The advisor will help with market research, capital restructuring plans, deal structuring, valuation, due diligence, regulatory communications, and coordination with other professionals.

As compensation, Pheton agreed to issue Warrants to purchase up to 4,000,000 Class A ordinary shares at an exercise price of US$0.80 per share, expiring five years from issuance. The Warrants cannot be exercised until six months after the Agreement and only with written consent from the Chief Executive Officer, who must determine in good faith, after consulting the Board if needed, that the services have been satisfactorily performed. Either party can terminate the Agreement with 30 days’ notice, in which case unexercised Warrants are returned and cancelled, and any exercised but unearned portion is subject to clawback treatment defined in the Agreement.

Insights

Corporate finance and governance analyst

Pheton uses performance-contingent warrants to pay for long-term M&A advice.

Pheton Holdings Ltd has committed to a five-year advisory relationship with Comane International Group Ltd, paying entirely in equity-linked compensation. The advisor receives Warrants to buy up to 4,000,000 Class A ordinary shares at an exercise price of US$0.80 per share, expiring five years from issuance.

The Warrants are performance-contingent. They cannot be exercised until six months after the Agreement and require written consent from the Chief Executive Officer, who must determine in good faith, after possible Board consultation, that advisory services have been satisfactorily performed. This structure ties the advisor’s upside to service quality and provides the company with discretion over actual warrant utilization.

The Agreement allows either party to terminate on 30 days’ notice. On termination, all unexercised Warrants are cancelled, and any portion deemed unearned—calculated on a straight-line, monthly pro rata basis over the original five-year term—is subject to clawback or repayment as specified. Forward-looking statements highlight risks that anticipated benefits may not materialize, that services may be unsatisfactory, that issuance or exercise might face delays or approvals, and that macroeconomic or geopolitical conditions could affect the company’s ability to realize intended benefits.

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 September 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 of Form 20-F or Form 40-F:

Form 20-F ☒          Form 40-F ☐

Information Contained in this Form 6-K Report

Entry into an Advisory Services Agreement.

On August 28, 2025, Pheton Holdings Ltd (the “Company”) entered into an Advisory Services Agreement (the “Agreement”) with Comane International Group Ltd, a company organized under the laws of the British Virgin Islands (“Consultant”) and controlled by a third-party. Pursuant to the Agreement, the Company engaged Consultant to provide advisory services to the Company with respect to mergers and acquisitions strategies and general corporate development matters, including but not limited to conducting market research, evaluating and implementing capital restructuring plans, advising on transaction structuring, valuation analysis and due diligence support, facilitating communications with relevant government agencies to obtain necessary approvals, and coordinating with other professional parties.

The term of the Agreement is five (5) years. As consideration for such services, the Company agreed to issue to Consultant warrants (the “Warrants”) to purchase up to 4,000,000 Class A ordinary shares of the Company, with an exercise price of US$0.80 per share and an expiration date of five (5) years from the date of issuance. The Warrants are not exercisable until six (6) months after the date of the Agreement and may only be exercised upon the written consent of the Company’s Chief Executive Officer, who will determine in good faith, after consultation with the Board of Directors if deemed necessary, whether the Consultant has satisfactorily performed its advisory services under the Agreement.

Either party may terminate the Agreement upon not less than thirty (30) days’ prior written notice. In the event of termination, any Warrants that remain unexercised shall be returned to the Company and cancelled. If any unearned portion of the Warrants (calculated on a straight-line, monthly pro rata basis over the original five-year term) has already been exercised, the treatment of such exercised Warrants, including any clawback or repayment obligations, will be governed by the provisions set forth in the Agreement.

Forward Looking Statements

Certain statements in this Report are not historical facts, including, without limitation, statements relating to the Agreement between the Company and Consultant, including the ability to carry out, and the timing and effectiveness of, the services contemplated by the Agreement, the issuance, exercisability and treatment of the Warrants, and the assumptions upon which those statements are based, are “forward-looking statements.” These forward-looking statements generally include statements that are predictive in nature and depend upon or refer to future events or conditions, and include words such as “believes,” “plans,” “anticipates,” “projects,” “estimates,” “expects,” “intends,” “strategy,” “future,” “opportunity,” “may,” “will,” “should,” “could,” “potential,” “continues,” or similar expressions. Such statements are based upon the current beliefs and expectations of management of the Company. These statements are subject to risks, uncertainties, changes in circumstances, assumptions and other important factors, many of which are outside management’s control, that could cause actual results to differ materially from the results discussed in the forward-looking statements. Actual results may differ materially from current expectations because of numerous risks and uncertainties, including, among others: (1) the risk that the anticipated benefits of the Agreement may not be realized in a timely manner or at all; (2) the risk that the Consultant may not satisfactorily perform its obligations under the Agreement, resulting in the Warrants not becoming exercisable; (3) the risk of disputes or legal proceedings relating to the Agreement, which may result in significant costs of defense, indemnification, or liability; (4) the risk that the issuance of the Warrants or any related transactions may be delayed, prohibited, or require approvals that are not obtained; and (5) conditions beyond the Company’s control, including macroeconomic conditions, market volatility, or geopolitical events, that could affect the Company’s ability to implement its business strategies or realize the intended benefits of the Agreement. The foregoing factors should be read in conjunction with the risks and cautionary statements discussed or identified in Company’s public filings with the U.S. Securities and Exchange Commission from time to time, including the Company’s most recent Annual Report on Form 20-F for the year ended December 31, 2024. The Company’s shareholders and other readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. The Company undertakes no obligation to update any forward-looking statements, except as required by law.

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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: September 2, 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 advisory agreement did Pheton Holdings (PTHL) enter into in August 2025?

Pheton Holdings Ltd entered a five-year Advisory Services Agreement with Comane International Group Ltd on August 28, 2025. Comane will advise on mergers and acquisitions, capital restructuring, valuation, due diligence, and regulatory communications, as well as coordinate with other professional parties on general corporate development matters.

How is the advisor compensated under Pheton Holdings (PTHL) new agreement?

The advisor is compensated with Warrants to purchase up to 4,000,000 Class A ordinary shares at an exercise price of US$0.80 per share. These Warrants expire five years from issuance and represent equity-linked compensation instead of traditional cash advisory fees for the services provided.

When can the Pheton Holdings (PTHL) advisory Warrants be exercised?

The Warrants cannot be exercised until six months after the date of the Advisory Services Agreement. Even then, they may only be exercised with written consent from Pheton’s Chief Executive Officer, who must determine in good faith that the consultant has satisfactorily performed its advisory services under the Agreement.

What happens to the Warrants if the Pheton Holdings (PTHL) agreement is terminated?

If the Agreement is terminated, any Warrants that remain unexercised must be returned to Pheton Holdings and cancelled. Any portion already exercised but considered unearned, calculated on a straight-line monthly basis over five years, is subject to clawback or repayment under the Agreement’s specific provisions.

What risks does Pheton Holdings (PTHL) highlight about the advisory agreement and Warrants?

Pheton notes risks that expected benefits from the Agreement may not be realized, the consultant may not perform satisfactorily, and disputes or legal proceedings could arise. It also cites potential delays or prohibitions on Warrant issuance or related transactions, and macroeconomic or geopolitical conditions affecting strategy execution.

How long is the term of Pheton Holdings (PTHL) advisory agreement and how can it be ended?

The Agreement runs for five years from signing. Either Pheton Holdings or the consultant can terminate it by giving at least 30 days’ prior written notice. Upon termination, all unexercised Warrants must be returned to the company and cancelled under the stated contractual terms.