SEC Comment Letter 0000000000-23-013859 to Pheton Holdings Ltd (PTHL) (CIK 0001970544) (ITOC)
Pheton Holdings Ltd (PTHL) (CIK 0001970544)
Date: Dec. 19, 2023 · CIK: 0001970544 · Accession: 0000000000-23-013859
AI Filing Summary & Sentiment
File numbers found in text: 333-274944
Letter
United States securities and exchange commission logo December 19, 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 Amendment No. 2 to Registration Statement on Form F-1 Filed December 8, 2023 File No. 333-274944 Dear Jianfei Zhang: We have reviewed your amended registration statement and have the following comment(s). Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Unless we note otherwise, any references to prior comments are to comments in our December 1, 2023 letter. Amendment No. 2 to the Registration Statement on Form F-1 General 1.We note your response to prior comment 2 and reissue it in part. We note that your revised disclosure in the latest amendment still does not address language referencing "common law based" legal systems rather than "more developed" legal systems. Please fully restore your disclosure in this area to the disclosure as it existed in the registration statement as of July 7, 2023. Please contact Nudrat Salik at 202-551-3692 or Terence O'Brien at 202-551-3355 if you have questions regarding comments on the financial statements and related matters. Please contact Jessica Ansart at 202-551-4511 or Lauren Nguyen at 202-551-3642 with any other questions.
FirstName LastNameJianfei Zhang Comapany NamePheton Holdings Ltd December 19, 2023 Page 2 FirstName LastName Jianfei Zhang Pheton Holdings Ltd December 19, 2023 Page 2 Sincerely, Division of Corporation Finance Office of Industrial Applications and Services cc: Ying Li, Esq
Show Raw Text
United States securities and exchange commission logo
December 19, 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
Amendment No. 2 to Registration Statement on Form F-1
Filed December 8, 2023
File No. 333-274944
Dear Jianfei Zhang:
We have reviewed your amended registration statement and have the following
comment(s).
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our December 1, 2023 letter.
Amendment No. 2 to the Registration Statement on Form F-1
General
1.We note your response to prior comment 2 and reissue it in part. We note that your
revised disclosure in the latest amendment still does not address language referencing
"common law based" legal systems rather than "more developed" legal systems. Please
fully restore your disclosure in this area to the disclosure as it existed in the registration
statement as of July 7, 2023.
Please contact Nudrat Salik at 202-551-3692 or Terence O'Brien at 202-551-3355 if you
have questions regarding comments on the financial statements and related matters. Please
contact Jessica Ansart at 202-551-4511 or Lauren Nguyen at 202-551-3642 with any other
questions.
FirstName LastNameJianfei Zhang
Comapany NamePheton Holdings Ltd
December 19, 2023 Page 2
FirstName LastName
Jianfei Zhang
Pheton Holdings Ltd
December 19, 2023
Page 2
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc: Ying Li, Esq