飞天兆业美股招股说明书(2024-09-06版)

2,250,000 Class A Ordinary Shares This is the initial public offering of Class A ordinary shares of Pheton Holdings Ltd. We are offering2,250,000 Class A ordinary shares, par value $0.0001 per share (each, a “Class A ordinary share,” andcollectively, “Class A ordinary shares”). The initial public offering price of the Class A ordinaryshares is $4.00 per share. Prior to this offering, there has been no public market for our Class Aordinary shares. After the commencement of trading of our Class A ordinary shares on the NasdaqCapital Market pursuant to this initial public offering, MIGHTY (BVI) LTD, DYL (BVI) LTD andACCELERATION (BVI) LTD, three existing shareholders of our Company (collectively, the “SellingShareholders”), may offer an additional 1,250,000 Class A ordinary shares of the Company (the“Resale Shares”) pursuant to the resale prospectus to be used for the resale by selling shareholder ofResale Shares and filed pursuant to Rule 424(b)(4) (the “Resale Prospectus”). We will not receive anyof the proceeds from the sale of the Resale Shares by the Selling Shareholders. For more details of theresale by the Selling Shareholders, see the Resale Prospectus. Our Class A ordinary shares have been approved to list on the Nasdaq Capital Market, or Nasdaq,under the symbol “PTHL.” Unless otherwise stated, as used in this prospectus, references to “Pheton,”“the Company” or “our company” refer to Pheton Holdings Ltd, our holding company, and referencesto “we,” “us,” and “our” are to Pheton and/or its consolidated subsidiaries. We have a dual class share structure with different voting rights consisting of Class A ordinary sharesand Class B ordinary shares. As of the date of this prospectus, our authorized share capital is $50,000divided into two classes of shares, including (i) 400,000,000 Class A ordinary shares of $0.0001 parvalue each, and (ii) 100,000,000 Class B ordinary shares of $0.0001 par value each (each, a “Class Bordinary share,” and collectively, “Class B ordinary shares”). Holders of Class A ordinary shares andClass B ordinary shares have the same rights, except for voting, transfer and conversion rights. EachClass A ordinary share is entitled to one (1) vote, and each Class B ordinary share is entitled to twenty(20) votes and will be convertible into one Class A ordinary share. Class A ordinary shares will not beconvertible into Class B ordinary shares under any circumstances. As of the date of this prospectus,ZJW (BVI) LTD, a wholly owned company of Mr. Jianfei Zhang, is the sole shareholder of all issuedand outstanding Class B ordinary shares. The Class A ordinary shares are not convertible into sharesof any other class. The Class B ordinary shares are convertible into Class A ordinary shares at anytimeafter issuance at the option of the holder on a one-to-one basis.See“PROSPECTUSSUMMARY —Change in Authorized Share Capital and Share Issuance” on page 5 and section titled“DESCRIPTION OF SHARE CAPITAL” beginning on page 119 for details. We are an “emerging growth company” under applicable U.S. federal securities laws and are eligibleforreduced public company reporting requirements.See“PROSPECTUS SUMMARY — Implications of Being an Emerging Growth Company and a Foreign Private Issuer” and “RISKFACTORS” on pages 12 and 15 of this prospectus, respectively. Investing in our Class A ordinary shares involves significant risks, including the risk of losingyour entire investment. See “RISK FACTORS” beginning on page 15 to read about factors youshould consider before buying our Class A ordinary shares. Pheton Holdings Ltd is not an operating company but a Cayman Islands holding company thatoperates its business through its subsidiaries. We conduct all of our operations through an operatingentity established in the People’s Republic of China (the “PRC” or “China”). Pheton Holdings Ltddirectly holds equity interests in its subsidiaries, and does not Table of Contents operate any business through a variable interest entity (“VIE”). However, it is uncertain whether thebrachytherapy TPS market, in which the PRC operating entity, Beijing Feitian Zhaoye TechnologyCo., Ltd., or Beijing Feitian, operates, will be subject to the foreign investment restrictions orprohibitions in the future. While our current corporate structure is not a VIE structure and we have nointention to rely on a VIE structure in our PRC operations, if the PRC laws and regulations were tochange in the future, such changes may result in adverse changes in our operations, and our Class Aordinary shares may decline significantly in value. For details, see “RISK FACTORS —RisksRelating to Conducting Business in the PRC — Substantial uncertainties exist with respect to theinterpretationand implementation of newly enacted PRC Foreign Investment Law and itsImplementation Rules and how they may impact the viability of our corporate structure, corporategovernance, and operations” on page 28 of this prospectus. Investors in our Class A ordinary sha