Company Overview

Company Description

Pheton Holdings Ltd is a holding company incorporated in the Cayman Islands on November 2, 2022. In 2022, we underwent a series of corporate reorganizations in anticipation of our initial public offering, including incorporation of our company as the listing vehicle, incorporation of our overseas holding companies, and issuance of shares to shareholders of the PRC operating entity, Beijing Feitian Zhaoye Technology Co., Ltd., or Beijing Feitian. As a holding company with no material operations of our own, we conduct our operations through Beijing Feitian, the operating entity in China.

As advised by our PRC counsel, Jingtian & Gongcheng, as of the date of this prospectus, the operations of the PRC operating entity are not subject to the foreign investment restrictions or prohibitions set forth in the “negative list” currently issued by the State Council and foreign investors are allowed to hold 100% equity interests of the PRC operating entity. Therefore, we believe that as of the date of this prospectus, the operations of the PRC operating entity are not restricted or limited by PRC laws and regulations for foreign investment. However, it is uncertain whether the brachytherapy TPS market, in which Beijing Feitian operates, will be subject to the foreign investment restrictions or prohibitions in the future. While our current corporate structure is not a VIE structure and we have no intention to rely on a VIE structure in our PRC operations, if the PRC laws and regulations were to change in the future, such changes may result in adverse changes in our operations, and our Class A ordinary shares may decline significantly in value.

Under our dual class share structure with different voting rights, our shares are divided into Class A and Class B ordinary shares. Except for voting rights (each Class A ordinary share shall entitle the holder thereof to one vote on all matters subject to vote at general meetings while each Class B ordinary share shall entitle the holder thereof to twenty (20) votes on all matters subject to vote at general meetings), transfer rights (each Class B ordinary shares shall be immediately and automatically converted into a number of Class A ordinary shares based on a one-to-one basis upon any sale, transfer, assignment, or disposition of Class B ordinary shares to a non-affiliate) and conversion rights (each Class B ordinary share is convertible into one Class A ordinary share at any time by the holder thereof but Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances), Class A and Class B ordinary shares rank pari passu with one another and have the same rights, preferences, privileges, and restrictions. Although Class B ordinary shares have super voting power, any rights attached to a class of shares can only be varied, modified or abrogated with no less than two-thirds of the issued shares of that class consent in writing, or with the sanction of a Special Resolution passed at a separate general meeting of the members holding the issued shares of that class. Upon any sale, transfer, assignment or disposition of Class B ordinary shares by a holder thereof to any person or entity which is not an affiliate of such holder, such Class B ordinary share shall be automatically and immediately converted into an equal number of Class A ordinary shares.

We operate through our PRC operating entity in China, Beijing Feitian, which is a wholly-owned subsidiary of Jinruixi, our wholly foreign-owned enterprise under the PRC law. As of the date of this prospectus, all of our business is conducted by Beijing Feitian.

Beijing Feitian is a healthcare solution provider dedicated to the development and commercialization of treatment software used for brachytherapy, a type of radiotherapy used in treating cancer patients by placing radioactive sources inside the patient that kill cancer cells and shrink tumors. Beijing Feitian’s proprietary TPS product, FTTPS, is designed to promote the efficiency, accuracy, and safety of brachytherapy. FTTPS is an advanced and user-oriented software for treatment planning of a wide variety of malignant tumors, which can determine the target volume, prescription dose, and dose limitation to protect organs at risk (“OARs”) and produce a dose distribution plan for brachytherapy for cancer patients. Beijing Feitian’s operations include the sales of Medical Auxiliary Supplies, such as printed 3D molds, seed implant needles, computer workstations, etc., and the sales of FTTPS-related technical advisories or provisions of consulting services. However, as of the date of this prospectus, except for burning FTTPS onto CDs, Beijing Feitian does not engage in any other manufacturing activities itself. Instead, we procure other products we sell from third-party suppliers.

For the fiscal years ended December 31, 2021 and 2022, our total revenue was $702,776, and $679,777, respectively. For fiscal years ended December 31, 2021 and 2022, our gross profit was $590,743, and $558,150, respectively, and our gross profit margins were 84.06%, and 82.11%, respectively. For the six months ended June 30, 2022 and 2023, our total revenue was $387,261, and $266,788, respectively. For six months ended June 30, 2022 and 2023, our gross profit was $334,865, and $199,071, respectively, and our gross profit margins were 86.47%, and 74.62%, respectively. Beijing Feitian’s revenue was derived from various sources, including (i) sales of FTTPS, (ii) sales of Medical Auxiliary Supplies, and (iii) other sources, encompassing sales of FTTPS-related technical advisories or provisions of consulting services. Despite the foregoing portfolio, Beijing Feitian’s main focus remains on the sales of FTTPS and related services.

We believe the following strengths contribute to our success and differentiate Beijing Feitian from its competitors:

• Leading TPS provider in China to capture the market opportunity;

• Formidable entry barrier;

• Visionary team leader with deep industry experience; and

• Commitment to quality control.

We intend to accomplish our mission by pursuing the following growth strategies:

• Enhance our ability to attract, incentivize and maintain good relationships with talented professionals;

• Continue to invest in research and development;

• Expand into overseas markets, notwithstanding all of Beijing Feitian’s revenues are presently generated in China; and

• Create new revenue channels through upgrade services for FTTPS.

Our registered office is situated at the office of Ogier Global (Cayman) Limited, 89 Nexus Way, Camana Bay, Grand Cayman, KY1-9009, Cayman Islands. The principal executive address of Beijing Feitian is Room 306, NET Building, Hong Jun Ying South Road, Chaoyang District, Beijing, China. The telephone number at our principal executive office is +86 010-84817665. Our corporate website is www.ftzy.com.cn/. Our agent for service of process in the United States is Cogency Global Inc.