[SCHEDULE 13G/A] Pheton Holdings Ltd SEC Filing

Rhea-AI Filing Summary

Theia Investment Holding (BVI) LTD and its director Xiaobing Dai filed Amendment No. 1 to Schedule 13G for Pheton Holdings Ltd (PTHL) covering the event date 05 May 2025. The filing states that the reporting persons now own 0 Class A ordinary shares, giving them 0 % of the outstanding class. All voting and dispositive power—sole or shared—is listed as 0. The amendment is triggered because their ownership has fallen below the 5 % reporting threshold.

Theia Investment Holding is incorporated in the British Virgin Islands; Dai is a PRC citizen and serves as the entity’s director. A joint-filing agreement (Ex. 99.1) is referenced, but no other economic arrangements or transactions are disclosed. The certification section affirms the accuracy of the information.

Key takeaway: a previously reportable shareholder has fully exited its stake, potentially increasing PTHL’s public float and removing a source of concentrated ownership.

Positive

• Regulatory compliance: Timely Schedule 13G/A demonstrates adherence to SEC ownership-disclosure rules.
• Increased public float: Exit of a concentrated holder could improve liquidity and reduce control risk.

Negative

• Complete divestiture: A previously significant shareholder now holds 0 %, which may signal reduced confidence and could have created selling pressure.

Insights

Securities Analyst

TL;DR: Significant holder reports 0 % stake, suggesting complete exit; modestly negative for sentiment, neutral for fundamentals.

Theia Investment Holding and Xiaobing Dai were once among PTHL’s largest disclosed holders. Their Schedule 13G/A shows aggregate ownership now at 0 shares. Such a total sell-down can pressure shares if executed recently and removes a potential long-term strategic investor. However, because no pricing, timing, or rationale is provided, the direct financial impact is uncertain. The filing is purely informational and does not alter PTHL’s balance-sheet or operations, so fundamental valuation remains unchanged. Overall market reaction will hinge on whether investors view the exit as loss of confidence or simply portfolio rebalancing.

Corporate Governance Expert

TL;DR: Exit lifts concentrated ownership risk and improves float; governance impact neutral-to-positive.

With the reporting group no longer a >5 % holder, PTHL’s shareholder base becomes more dispersed, potentially enhancing liquidity and reducing the influence of any single foreign entity. From a governance standpoint, this diminishes related-party risk tied to Xiaobing Dai. The company still meets disclosure requirements, demonstrating compliance. No anti-takeover concerns or control issues arise from the departure. Net governance impact is slightly positive, though not materially transformative.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

Pheton Holdings Ltd

(Name of Issuer)

Class A Ordinary Shares

(Title of Class of Securities)

G71399102

(CUSIP Number)

05/07/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. G71399102

1

Names of Reporting Persons

Theia Investment Holding (BVI) LTD

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

VIRGIN ISLANDS, BRITISH

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

0.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

0.0 %

12

Type of Reporting Person (See Instructions)

FI

SCHEDULE 13G

CUSIP No. G71399102

1

Names of Reporting Persons

Xiaobing Dai

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

CHINA

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

0.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

0.0 %

12

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Pheton Holdings Ltd
(b)	Address of issuer's principal executive offices: Room 306, NET Building, Hong Jun Ying South Road, Chaoyang District, Beijing, China
Item 2.
(a)	Name of person filing: Theia Investment Holding (BVI) LTD Xiaobing Dai The shares reported herein are directly held by Theia Investment Holding (BVI) LTD. Xiaobing Dai is the director of Theia Investment Holding (BVI) LTD. Accordingly, Xiaobing Dai may be deemed to indirectly beneficially own the securities of the Issuer held by Theia Investment Holding (BVI) LTD.
(b)	Address or principal business office or, if none, residence: Business address of Theia Investment Holding (BVI) LTD: Start Chambers, Wickham's Cay II, P.O. Box 2221, Road Town, Tortola, British Virgin Islands. Business address of Xiaobing Dai: Room 306, NET Building, Hong Jun Ying South Road, Chaoyang District, Beijing, China
(c)	Citizenship: Theia Investment Holding (BVI) LTD: British Virgin Islands Xiaobing Dai: People's Republic of China
(d)	Title of class of securities: Class A Ordinary Shares
(e)	CUSIP No.: G71399102
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 0
(b)	Percent of class: 0 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 0
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 0
	(iv) Shared power to dispose or to direct the disposition of: 0
Item 5.	Ownership of 5 Percent or Less of a Class.
	Ownership of 5 percent or less of a class
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.	Certifications:
	Not Applicable

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Theia Investment Holding (BVI) LTD

Signature:	/s/ Xiaobing Dai
Name/Title:	Xiaobing Dai/Director of Theia Investment Holding (BVI) LTD.
Date:	07/30/2025

Xiaobing Dai

Signature:	/s/ Xiaobing Dai
Name/Title:	Xiaobing Dai
Date:	07/30/2025

Exhibit Information

Exhibit 99.1 Joint Filing Agreement dated May 5, 2025 by and between Theia Investment Holding (BVI) LTD and Xiaobing Dai (incorporated herein by reference to Exhibit 99.1 to that certain Schedule 13G filed on May 5, 2025, by Theia Investment Holding (BVI) LTD and Xiaobing Dai with the Securities and Exchange Commission)

FAQ

Why did Theia Investment Holding (BVI) LTD file an amended Schedule 13G for PTHL?

Because its ownership fell below the 5 % threshold, requiring an update to disclose 0 % beneficial ownership.

How many PTHL shares does Theia Investment Holding now own?

The filing reports 0 Class A ordinary shares owned, with no voting or dispositive power.

What is the reported ownership percentage after the amendment?

The aggregate beneficial ownership is 0 % of the outstanding Class A shares.

Who signed the Schedule 13G/A for PTHL?

The document was signed by Xiaobing Dai on 30 July 2025 as director of Theia Investment Holding and in his individual capacity.

Does the filing indicate any ongoing group or control arrangements?

No. Items 6–9 state Not Applicable, and the group ownership box is unchecked, implying no control group exists.