Pheton Holdings Ltd — Proxy Solicitation & Information Statement 2025

Nov 26, 2025

6-K 1 ea0267377-6k_pheton.htm REPORT OF FOREIGN PRIVATE ISSUER

Field: Rule-Page

Field: /Rule-Page

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 ☐

Field: Rule-Page

Field: /Rule-Page

Field: Page; Sequence: 1

Field: /Page

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

Field: Page; Sequence: 2; Options: NewSection; Value: 1

Field: Sequence; Type: Arabic; Name: PageNo 1 Field: /Sequence

Field: /Page

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 — By: | /s/ Jianfei
Zhang |
| --- | --- |
| Name: | Jianfei Zhang |
| Title: | Chief Executive Officer and Chairman of the Board of
Directors |

Field: Page; Sequence: 3; Options: Last

Field: Sequence; Type: Arabic; Name: PageNo 2 Field: /Sequence

Field: /Page