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August 3, 2023
Jianfei Zhang
Chief Executive Officer and Chairman of the Board of Directors
Pheton Holdings Ltd
Room 306, NET Building,
Hong Jun Ying South Road, Chaoyang District,
Beijing, China
Re:Pheton Holdings Ltd
Draft Registration Statement on Form F-1/A
Submitted July 7, 2023
CIK No. 0001970544
Dear Jianfei Zhang:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form F-1/A
Cover Page
1.You disclose that each Class 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.  Please revise to disclose that you have a dual class structure and identify
the holder of the Class B ordinary shares.
2.We note the disclosure that Pheton Holdings Ltd directly holds equity interests in its
subsidiaries, and does not operate any business through a variable interest entity (“VIE”).
You further note that the Chinese regulatory authorities could disallow your operating

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structure, which would likely result in a material change in your operations.  Please revise
to further clarify that while your current corporate structure is not a VIE structure, if the
PRC laws and regulations were to change in the future, such changes may result in
adverse changes in your operations and your Class A ordinary shares may decline
significantly in value.
3.Please revise to discuss the current status of your compliance with the CSRC approval
process, and disclose whether the offering is contingent upon receipt of approval from the
CSRC. Please also add a risk factor discussing the risks related to compliance or
noncompliance with the Trial Measures, including that the CSRC may not approve the
filing, as well as the potential impact on your business and the securities in this offering.
Prospectus Summary
Overview, page 2
4.We note the disclosure that 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.  Please revise to clarify, if true, that you do not manufacture these
referenced products and that you consider the sales of FTTPS to be your main
business. We note disclosure on page 62.
5.Please revise to further describe the "massive market opportunity" or remove such
disclosure.
6.Please revise the second-to-last bulleted point on page 1 by clarifying that Beijing Feitian
currently generates all of its revenues in China.
7.We note the disclosure that you hope to expand in Vietnam and that Beijing Feitian is
preparing for the notarization of the Export Certificate and medical device licenses in
accordance with the requirements of Vietnam’s import policy. Please revise to disclose
any agreements in place for such expansion into the Vietnam market.  If you do not have
any definitive agreements in place, please make that clear.
Prospectus Summary
Recent PRC Regulatory Developments, page 3
8.We note your disclosure discussing the CSRC Overseas Listing Trial Measures which
became effective on March 31, 2023. We also note your disclosures on page 103-104
about what constitutes an explicitly prohibited offering and what constitutes an indirect
overseas offering. Please expand your disclosure here to reflect the same criteria
mentioned on pages 103-104 as to what constitutes an explicitly prohibited overseas
offering and what constitutes an indirect overseas offering. Additionally, please disclose
how this would subject you to additional compliance requirements in the future, such as
with respect to subsequent offerings you may conduct or otherwise.

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Summary Risk Factors , page 5
9.In your summary of risk factors, disclose the risks that your corporate structure and being
based in or having the majority of the company’s operations in China poses to investors.
In particular, describe the significant regulatory, liquidity, and enforcement risks with
cross-references to the more detailed discussion of these risks in the prospectus. For
example, specifically discuss risks arising from the legal system in China, including risks
and uncertainties regarding the enforcement of laws and that rules and regulations in
China can change quickly with little advance notice; and the risk that the Chinese
government may intervene or influence your operations at any time, or may exert more
control over offerings conducted overseas and/or foreign investment in China-based
issuers, which could result in a material change in your operations and/or the value of the
securities you are registering for sale. Acknowledge any risks that any actions by the
Chinese government to exert more oversight and control over offerings that are conducted
overseas and/or foreign investment in China-based issuers could significantly limit or
completely hinder your ability to offer or continue to offer securities to investors and
cause the value of such securities to significantly decline or be worthless.
Impact of the COVID-19 Pandemic on Our Operations and Financial Performance, page 10
10.We note the disclosure that for the years ended December 31, 2021 and 2022, your
financial conditions and results of operations have been adversely affected by the COVID-
19 pandemic. Please revise to clarify that due to the COVID-19 pandemic, the sales
volume of FTTPS experienced a decline for the fiscal year ended December 31, 2022.
Risk Factors, page 11
11.Please include risk factor disclosure if recent inflationary pressures have materially
impacted your operations. In this regard, identify the types of inflationary pressures you
are facing and how your business has been affected.
12.We note your disclosure on the cover page that this offering is conditioned upon Nasdaq’s
final approval of your listing application. Please include risk factor disclosure addressing
satisfying the listing requirements and other rules of Nasdaq Stock Market.
Beijing Feitian has not made adequate social insurance and housing fund contributions..., page
18
13.Please tell us how you have accounted for required contributions to social insurance and
housing funds for employees required by PRC regulations. Tell us whether the amounts
due have been accrued as a liability as of each balance sheet date. Please tell us your
estimate of the amount of late fees or range of amounts and your consideration of the need
for loss contingency disclosures under ASC 450-20-50.

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Beijing Feitian faces the risk of fluctuations in the cost, availability, page 34
14.We note the disclosure that Beijing Feitian has established long-standing cooperative
relationships with many suppliers, who provide favorable pricing for certain supplies.
Please revise to disclose that your suppliers are located in China and clarify whether you
are substantially dependent upon any of your key suppliers. We note disclosure on page
95.
We are an emerging growth company within the meaning of the Securities Act..., page 49
15.We note your disclosure that you have elected to take advantage of the benefits of the
extended transition period for complying with new or revised accounting standards under
Section 102(b)(1). Please also include risk factor disclosure explaining that the election
allows for the delay of the adoption of new or revised accounting standards that have
different effective dates for public and private companies until those standards apply to
private companies and that as a result of this election, your financial statements may not
be comparable to companies that comply with public company effective dates with similar
disclosure.
Use of Proceeds, page 54
16.Please revise this section to provide more specific detail regarding the use of the
proceeds to be allocated for research and development, including if it will be used for your
proprietary product FTTPS. Please also include the order of priority of such purposes
given, and if applicable as well, the amount and sources of other funds needed. If the
proceeds are being used directly or indirectly to acquire assets, other than in the ordinary
course of business, briefly describe the assets and their cost. If the assets will be acquired
from affiliates of the company or their associates, disclose the persons from whom they
will be acquired and how the cost to the company will be determined. Refer to Item 3.C.
of Form 20-F.
Capitalization, page 56
17.The third bullet indicates that you are also presenting pro forma as adjusted basis amounts,
which your table below does not indicate. The third bullet also indicates that you have
outstanding preferred shares, which it does not appear that you do as of December 31,
2022. Please revise your disclosures as necessary.

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Enforceability of Civil Liabilities, page 58
18.We note that your principal office and majority of your officers and directors are located
in the People's Republic of China. Please expand your disclosure to also address the
ability to effect service of process, to enforce judgments obtained in U.S. courts against
foreign persons, and the investor's ability to bring an original action in an appropriate
foreign court to enforce liabilities against the officers or directors based upon the U.S.
Federal securities laws.
Corporate History and Structure, page 60
19.We note disclosure on your cover page that you will apply to have your Class A ordinary
shares listed on the Nasdaq Stock Market and that the closing of this offering is
conditioned upon Nasdaq’s final approval of our listing application. Please update your
disclosure in this section in this regard.
Comparison of Fiscal Years Ended December 31, 2021 and 2022, page 64
20.Your discussion of the fluctuation of revenue from sales of FTTPS discusses reduced sales
volume offset by an increase in average contract prices due to additional personalized
services. Please quantify the impact of these offsetting underlying factors.
Management's Discussion and Analysis
Liquidity and Capital Resources, page 66
21.We note that you believe that the current cash and cash flows generated from Beijing
Feitian’s future operating activities will be sufficient to meet your working capital needs
for the next 12 months from the date the audited financial statements were issued. Given
the significant decrease in cash from $136,750 at December 31, 2021 to $72,288 at
December 31, 2022 as well as cash used rather than generated from operations of
$116 million during the year ended December 31, 2022, please expand your disclosures to
further identify sources of liquidity and your basis for making this assertion.
Cash Flow Analysis, page 67
22.We note that your accounts receivable balance increased by approximately 114% from
December 31, 2021 to December 31, 2022. We further note that the balance due from the
top two customers at December 31, 2022 accounted for approximately 47% and 38% of
your accounts receivable. This increase in accounts receivables also appears to be a
significant factor as to why you recorded net cash used in operating activities of
$116 million. In this regard, please expand your disclosures to address the reasons for this
significant increase in accounts receivable as well as how you determined your allowance
for doubtful accounts was appropriate. Refer to Item 5 of of the Form 20-F.

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Critical Accounting Policies and Estimates, page 67
23.You indicate your critical accounting policies and practices include: (i) revenue
recognition; (ii) operating leases; (iii) income taxes; and (iv) fair value measurements.
However, you only provide a discussion of policies related to estimated cost of assurance-
type warranty, allowance for credit losses, and taxation. Please revise your disclosures as
necessary.
Market Trends and Opportunities, page 85
24.Where you refer to amounts in renminbi (RMB), please also include U.S. Dollars.  We
note disclosure on page 86.
Manufacturing and Supply, page 94
25.We note your disclosure that your FTTPS software is either burned onto a CD or it
installed into computer workstations. Please disclose the percentage of FTTPS software
that is burned on CDs and the percentage that are installed into computer workstations.
Principal Shareholders, page 114
26.Please revise your disclosure here to include any significant change in the percentage
ownership held by any major shareholders during the past three year. Refer to Item
7.A.1.(b) of Form 20-F.
Consolidated Statements of Income and Comprehensive Income, page F-4
27.We note other income, net, is material to income before income taxes. For example during
the year ended December 31, 2022, other income, net represents approximately 61% of
income before income taxes. In this regard, please consider separately breaking out the
significant components of this amount on the face of the financial statement or in the notes
to the financial statements. We also remind you that ASC 835-20-50-1 requires disclosure
of the amount of interest expense incurred each period.
Note 2. Summary of Significant Accounting Policies, page F-7
28.Given that deferred offering costs represents approximately 32% of your total assets at
December 31, 2022, please disclose your accounting policy related to these costs.
Revenue Recognition, page F-10
29.In regards to your revenue recognition policy related to the sales of FTTPS, please address
the following:
•The FTTPS sales contracts require you to provide core software, a set of hardware
as peripherals to operate the software, and related services. Please help us better
understand the nature of each of these components of the FTTPS sales contracts.
Please specifically address the period over which these items are provided to the

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customer. In regard to the software component, please address whether any upgrades,
updates, or technical support are also provided and the terms of these if applicable.
•Please provide us with a summary of your analysis which led you to determine that
you have a single performance obligation pursuant to ASC 606-10-25-19 through 25-
22; and
•Please tell us how you determined revenue from sales of FTTPS should be
recognized at point in time based on the guidance in ASC 606-10-25-30.
Exhibits
30.