Pheton Holdings Ltd. 6-K Filing References Acquisition Agreement

TL;DR

Pheton Holdings Ltd. 6-K references prior acquisition agreement with iTonic Corp.

AI Summary

Pheton Holdings Ltd. filed a Form 6-K on December 5, 2025, referencing a prior filing from August 29, 2025. The prior filing announced the Company's entry into a Stock Purchase Agreement (SPA) with iTonic Corporation (the "Target") and its shareholders (the "Selling Shareholders"). The details of the SPA's completion or further terms were not elaborated upon in this specific 6-K filing.

Why It Matters

This filing serves as an update or reference point for a significant corporate action, potentially impacting the company's structure and future operations.

Risk Assessment

Risk Level: medium — The filing references a prior agreement, but lacks specific details on the current status or completion of the transaction, creating uncertainty.

Key Players & Entities

• Pheton Holdings Ltd (company) — Filer of the 6-K report
• iTonic Corporation (company) — Target company in the Stock Purchase Agreement
• August 29, 2025 (date) — Date of the Prior 6-K filing referencing the SPA
• December 5, 2025 (date) — Filing date of the current 6-K report

FAQ

Key Financial Figures

• $3.10 — of the Company at an exercise price of $3.10 per share (the “Warrant Shares&rd

Filing Documents

• ea0268653-6k_pheton.htm (6-K) — 16KB
• 0001213900-25-118724.txt ( ) — 18KB

Forward Looking Statements

Forward Looking Statements Certain statements in this Report are not historical facts and constitute “forward-looking statements.” These statements include, without limitation, statements regarding the anticipated issuance and timing of the Earn-out Shares, the exercisability and related conditions of the Warrants, and the assumptions underlying such 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 Target may not achieve the performance Milestones required for the issuance of the Earn-out Shares and the exercisability of the Warrants; (2) the risk that the timing, procedures, or conditions related to the issuance of the Earn-out Shares or the exercisability of the Warrants may be delayed, may not be satisfied, or may require approvals or confirmations that are not obtained; (3) the risk of disputes, claims, or legal proceedings relating to the SPA, the Amendment, or the issuance of equity conside

SIGNATURES

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: December 5, 2025 By: /s/ Jianfei Zhang Name: Jianfei Zhang Title: Chief Executive Officer and Chairman of the Board of Directors 2

View Full Filing

View this 6-K filing on SEC EDGAR