SecProbe.io

CORRESP
 1
 filename1.htm

 February 20, 2026

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Real Estate & Construction

 100 F Street, N.E.

 Washington, D.C. 20549

 Re:
 iTonic Holdings Ltd

 Registration Statement on Form F-3

 File No. 333-293241

 Request for Acceleration of Effective Date

 Ladies and Gentlemen:

 Pursuant to Rule 461 of the General Rules and
Regulations under the Securities Act of 1933, as amended, iTonic Holdings Ltd, hereby requests acceleration of the effective date of the
above-referenced Registration Statement so that it will become effective at 4:30 p.m., Eastern Time, on February 23, 2026, or as soon
thereafter as practicable.

 Very truly yours,

 iTonic Holdings Ltd

 By:
 /s/ Jianfei Zhang

 Name:
 Jianfei Zhang

 Title:

 Chief Executive Officer,
 Chairman of the Board of Directors
 (Principal Executive Officer)

CORRESP
 1
 filename1.htm

 February 20, 2026

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Real Estate and Construction

 Washington, D.C. 20549

 RE :
 iTonic Holdings Ltd (the "Company")

 Registration Statement on Form F-3 (File No. 333-293241)
 Withdrawal of Request for Acceleration of Effective Date

 Ladies and Gentleman

 Reference is made to the Company's
letter, filed as correspondence via EDGAR on February 20, 2026, in which we requested the acceleration of the effective date of the above-captioned
registration statement on Form F-3 (the " Registration Statement ") for February 22, 2026, at 4:30 p.m. Eastern Time
(the " Effective Date "), in accordance with Rule 461 under the Securities Act of 1933, as amended. We are no longer
requesting that such Registration Statement be declared effective at this time, and we hereby formally withdraw our request for acceleration
of the Effective Date.

 Very truly yours,

 iTonic Holdings Ltd

 By:
 /s/ Jianfei Zhang

 Name:
 Jianfei Zhang

 Title:

 Chief Executive Officer,
 Chairman of the Board of Directors
 (Principal Executive Officer)

CORRESP
 1
 filename1.htm

 February 20, 2026

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Real Estate & Construction

 100 F Street, N.E.

 Washington, D.C. 20549

 Re:
 iTonic Holdings Ltd

 Registration Statement on Form F-3

 File No. 333-293241

 Request for Acceleration of Effective Date

 Ladies and Gentlemen:

 Pursuant to Rule 461 of the General Rules and
Regulations under the Securities Act of 1933, as amended, iTonic Holdings Ltd, hereby requests acceleration of the effective date of the
above-referenced Registration Statement so that it will become effective at 4:30 p.m., Eastern Time, on February 22, 2026, or as soon
thereafter as practicable.

 Very truly yours,

 iTonic Holdings Ltd

 By:
 /s/ Jianfei Zhang

 Name:
 Jianfei Zhang

 Title:

 Chief Executive Officer,
 Chairman of the Board of Directors
 (Principal Executive Officer)

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 February 17, 2026

Jianfei Zhang
Chief Executive Officer
iTonic Holdings Ltd.
Room 306, NET Building
Hong Jun Ying South Road, Chaoyang District
Beijing, China

 Re: iTonic Holdings Ltd.
 Registration Statement on Form F-3
 Filed February 6, 2026
 File No. 333-293241
Dear Jianfei Zhang:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Jane Park at 202-551-7439 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Industrial
Applications and Services
cc: Henry Yin, Esq.
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

Pheton Holdings Ltd

March 26, 2024

Via EDGAR

Division of Corporation Finance

U.S. Securities and Exchange Commission

Office of Industrial Applications & Services

100 F Street, NE 

Washington, D.C. 20549

    Attention:
    Nudrat Salik

    Terence O’Brien

    Jessica Ansart

    Lauren Nguyen

    Re:
    Pheton Holdings Ltd

    Registration Statement on Form F-1

    Initially Filed on October 11, 2023

    File No. 333-274944

Ladies and Gentlemen:

In accordance with Rule 461 of
the General Rules and Regulations under the Securities Act of 1933, as amended, Pheton Holdings Ltd hereby requests that the effectiveness
of the above-referenced Registration Statement on Form F-1, as amended, be accelerated to and that the Registration Statement become effective
at 4.00 p.m., Eastern Time, on March 29, 2024, or as soon thereafter as practicable.

    Very truly yours,

    Pheton Holdings Ltd

    /s/ Jianfei Zhang

    Name:
    Jianfei Zhang

    Title:
    Chief Executive Officer and

        Chairman of the Board of Directors

CORRESP
1
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  CATHAY SECURITIES, INC.

  60-20 Woodside Avenue, Suite 211

  Queens, New York 11377

March 26, 2024

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Attention:

    Nudrat Salik

    Terence O’Brien

    Jessica Ansart

    Lauren Nguyen

    Re:
    Pheton Holdings Ltd

    Registration Statement on Form F-1, as amended

    File No. 333-274944

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations
under the Securities Act of 1933, as amended (the “Act”), the undersigned underwriters hereby join in the request of Pheton
Holdings Ltd (the “Company”) that the effective date of the above-referenced Registration Statement be accelerated so as to
permit it to become effective at 4:00 p.m., Eastern Time, on March 29, 2024, or as soon thereafter as practicable, or at such other time
as the Company or its outside counsel, Hunter Taubman Fischer & Li LLC, requests by telephone that such Registration Statement be
declared effective.

Pursuant to Rule 460 of the Act, please be advised
that there will be distributed to each underwriter or dealer, who is reasonably anticipated to participate in the distribution of the
security, as many copies of the proposed form of preliminary prospectus as appears to be reasonable to secure adequate distribution of
the preliminary prospectus.

The undersigned advises that the several underwriters
have complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

    Very truly yours,

    Cathay Securities, Inc.

    as representatives of the several underwriters

    By:
    /s/ Xiaoyu Li

    Name:
    Xiaoyu Li

    Title:
    CEO

CORRESP
1
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Pheton Holdings Ltd

December 22, 2023

Via EDGAR

Division of Corporation Finance

U.S. Securities and Exchange Commission

Office of Industrial Applications & Services

100 F Street, NE 

Washington, D.C. 20549

    Re:
    Pheton Holdings Ltd

    Amendment No. 2 to Registration Statement on Form F-1

    Filed December 8, 2023

    File No. 333-274944

Ladies and Gentlemen:

This letter is in response to the letter dated
December 19, 2023, from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”)
addressed to Pheton Holdings Ltd (the “Company,” “we,” and “our”) regarding the above-mentioned Registration
Statement on Form F-1 filed on December 8, 2023. For ease of reference, we have recited the Commission’s comments in this response
and numbered them accordingly. An Amendment No. 3 to Registration Statement on Form F-1 (“Amendment No. 3”) is being filed
to accompany this letter. Capitalized terms used but not defined in this letter have the meanings ascribed to such terms in Amendment
No. 3.

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.

Response: In response to the Staff’s
comment, we have restored the relevant disclosures on pages 17 of Amendment No. 3.

We appreciate the assistance the Staff has provided
with its comments. If you have any questions, please do not hesitate to contact our counsel, Ying Li, Esq., of Hunter Taubman Fischer&
Li LLC, at yli@htflawyers.com.

Very truly yours,

    /s/ Jianfei Zhang

    Name:
    Jianfei Zhang

    Title:
    Chief Executive Officer and Chairman of the Board of Directors

    cc:
    Nudrat Salik, Terence O’Brien, Jessica Ansart and Lauren Nguyen, Securities and Exchange Commission

    Ying Li, Esq., Hunter Taubman Fischer & Li LLC

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

CORRESP
1
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Pheton Holdings Ltd

December 8, 2023

Via EDGAR

Division of Corporation Finance

U.S. Securities and Exchange Commission

Office of Industrial Applications & Services

100 F Street, NE 

Washington, D.C. 20549

    Re:
    Pheton Holdings Ltd

    Amendment No. 1 to Registration Statement on Form F-1

    Filed November 16, 2023

    File No. 333-274944

Ladies and Gentlemen:

This letter is in response to the letter dated December 1, 2023, from
the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) addressed to Pheton
Holdings Ltd (the “Company,” “we,” and “our”) regarding the above-mentioned Registration Statement
on Form F-1 filed on November 16, 2023. For ease of reference, we have recited the Commission’s comments in this response and numbered
them accordingly. An Amendment No. 2 to Registration Statement on Form F-1 (“Amendment No. 2”) is being filed to accompany
this letter. Capitalized terms used but not defined in this letter have the meanings ascribed to such terms in Amendment No. 2.

Amendment No. 1 to Form F-1 Filed November 16, 2023

Note 3. Accounts Receivable, Net, page F-38

1. We note your response to comment 3. Your
disclosures on page 76 continue to indicate that you are provisioning for all accounts that are overdue for more than 90 days, whereas
your response indicates that you do not automatically provision all accounts that are overdue for 90 days. Given that your disclosures
appear inconsistent with your response, please revise your disclosures to clarify your accounting policy for determining the allowance
for doubtful accounts and correspondingly how you were able to determine that the allowance was adequate as of December 31, 2022 and June
30, 2023.

Response: In response to the Staff’s
comment, we have revised our disclosures on pages 76 to 78, F-9, F-30 and F-31 of Amendment No. 2 to clarify our accounting policy for
determining the allowance for doubtful accounts and how we were able to determine the adequacy of the allowance as of December 31, 2022
and June 30, 2023.

General

2. We note your
response to prior comment 4 and reissue it in part. We note the revised disclosure appearing on the cover page, Summary and Risk
Factor sections relating to legal and operational risks associated with operating in China and PRC regulations. It is still unclear
to us that there have been changes in the regulatory environment in the PRC since the amendment that was filed on July 7, 2023,
warranting revised disclosure to mitigate the challenges you face and related disclosures. The Sample Letters to China Based
Companies sought specific disclosure relating to the risk that the PRC government may intervene in or influence your operations at
any time, or may exert control over operations of your business, which could result in a material change in your operations and/or
the value of the securities you are registering for sale. We remind you that, pursuant to federal securities rules, the term
“control” (including the terms “controlling,” “controlled by,” and “under common control
with”) as defined in Securities Act Rule 405 means “the possession, direct or indirect, of the power to direct or cause
the direction of the management and policies of a person, whether through the ownership of voting securities, by contract, or
otherwise.” The Sample Letters also sought specific disclosures relating to uncertainties regarding the enforcement of laws
and that the rules and regulations in China can change quickly with little advance notice. We do not believe that your revised
disclosure conveys the same risk. Please fully restore your disclosures in these areas to the disclosures as they existed in the
registration statement as of July 7, 2023. As examples, and without limitation, we note that your revised disclosure in the latest
amendment still does not address the following points:

 ● That the PRC administrative and court authorities have
significant discretion in interpreting and implementing statutory and contractual terms;

 ● That there could be downturns, recessions, and deterioration
of the economic environment and business cycles as opposed to “fluctuations;”

 ● Language referencing governmental “control”
rather than governmental “management;” and

 ● Language stating the PRC government authorities can “intervene
or influence” your operations.

Response: In response to the Staff’s
comment, we have restored the relevant disclosures on pages 15, 17 and 29 of Amendment No. 2.

We appreciate the assistance the Staff has provided with its comments.
If you have any questions, please do not hesitate to contact our counsel, Ying Li, Esq., of Hunter Taubman Fischer& Li LLC, at
yli@htflawyers.com.

Very truly yours,

    /s/ Jianfei Zhang

    Name:
    Jianfei Zhang

    Title:
    Chief Executive Officer and Chairman of the Board of Directors

    cc:
    Nudrat Salik, Terence O’Brien, Nicholas O’Leary and Lauren Nguyen, Securities and Exchange Commission

    Ying Li, Esq., Hunter Taubman Fischer & Li LLC

United States securities and exchange commission logo
December 1, 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. 1 to Registration Statement on Form F-1
Filed November 16, 2023
File No. 333-274944
Dear Jianfei Zhang:
            We have reviewed your amended registration statement and have the following
comments.
            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 November 3, 2023, letter.
Amendment No. 1 to Form F-1 Filed November 16, 2023
Note 3. Accounts Receivable, Net, page F-38
1.We note your response to comment 3. Your disclosures on page 76 continue to indicate
that you are provisioning for all accounts that are overdue for more than 90 days, whereas
your response indicates that you do not automatically provision all accounts that are
overdue for 90 days.  Given that your disclosures appear inconsistent with your
response, please revise your disclosures to clarify your accounting policy for determining
the allowance for doubtful accounts and correspondingly how you were able to determine
that the allowance was adequate as of December 31, 2022 and June 30, 2023.

 FirstName LastNameJianfei  Zhang
 Comapany NamePheton Holdings Ltd
 December 1, 2023 Page 2
 FirstName LastName
Jianfei  Zhang
Pheton Holdings Ltd
December 1, 2023
Page 2
General
2.We note your response to prior comment 4 and reissue it in part. We note the revised
disclosure appearing on the cover page, Summary and Risk Factor sections relating to
legal and operational risks associated with operating in China and PRC regulations. It is
still unclear to us that there have been changes in the regulatory environment in the PRC
since the amendment that was filed on July 7, 2023, warranting revised disclosure to
mitigate the challenges you face and related disclosures. The Sample Letters to China-
Based Companies sought specific disclosure relating to the risk that the PRC government
may intervene in or influence your operations at any time, or may exert control over
operations of your business, which could result in a material change in your operations
and/or the value of the securities you are registering for sale. We remind you that,
pursuant to federal securities rules, the term “control” (including the terms “controlling,”
“controlled by,” and “under common control with”) as defined in Securities Act Rule 405
means “the possession, direct or indirect, of the power to direct or cause the direction of
the management and policies of a person, whether through the ownership of voting
securities, by contract, or otherwise.” The Sample Letters also sought specific disclosures
relating to uncertainties regarding the enforcement of laws and that the rules and
regulations in China can change quickly with little advance notice. We do not believe that
your revised disclosure conveys the same risk. Please fully restore your disclosures in
these areas to the disclosures as they existed in the registration statement as of July 7,
2023. As examples, and without limitation, we note that your revised disclosure in the
latest amendment still does not address the following points:

•That the PRC administrative and court authorities have significant discretion in
interpreting and implementing statutory and contractual terms;
•That there could be downturns, recessions, and deterioration of the economic
environment and business cycles as opposed to “fluctuations;”
•Language referencing governmental "control" rather than governmental
"management;" and
•Language stating the PRC government authorities can "intervene or influence” your
operations.

 FirstName LastNameJianfei  Zhang
 Comapany NamePheton Holdings Ltd
 December 1, 2023 Page 3
 FirstName LastName
Jianfei  Zhang
Pheton Holdings Ltd
December 1, 2023
Page 3
            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 Nicholas O'Leary at 202-551-4451 or Lauren Nguyen at 202-551-3642 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Ying Li, Esq

CORRESP
1
filename1.htm

Pheton Holdings Ltd

November 16, 2023

Via EDGAR

Division of Corporation Finance

U.S. Securities and Exchange Commission

Office of Industrial Applications & Services

100 F Street, NE 

Washington, D.C. 20549

    Re:
    Pheton Holdings Ltd

    Registration Statement on Form F-1

    Filed October 11, 2023

    File No. 333-274944

Ladies and Gentlemen:

This letter is in response to the letter dated
November 3, 2023, from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”)
addressed to Pheton Holdings Ltd (the “Company,” “we,” and “our”) regarding the above-mentioned Registration
Statement on Form F-1 filed on October 11, 2023. For ease of reference, we have recited the Commission’s comments in this response
and numbered them accordingly. An Amended Registration Statement on Form F-1 (the “Amended Registration Statement”) is being
filed to accompany this letter. Capitalized terms used but not defined in this letter have the meanings ascribed to such terms in the
Amended Registration Statement.

Registration Statement on Form F-1 filed October 11, 2023

Explanatory Note, page i

1. We note that you have included a resale
prospectus. Please revise your filing to clarify the following:

 ● Whether the offerings are being conducted concurrently
or whether the primary offering must close prior to the resale offering taking place; and

 ● The risks related to potential price volatility/depreciation
for investors in the primary offering as a result of the resale being a large volume of shares and potentially at different pricing after
the initial fixed price.

Response: In response to the Staff’s comment, we have
revised our disclosures under “Explanatory Note” to clarify that the offerings are being conducted concurrently; and we have
added a detailed explanation of the risks associated with potential price volatility or depreciation for investors in the primary offering
on pages 10 and 49 of the Amended Registration Statement.

Prospectus Cover Page, page 1

2. Please revise the resale prospectus cover
page to include the material information about the initial public offering and revise the public offering prospectus to disclose the information
on the selling shareholder offering.

Response: In response to the Staff’s comment, we have
updated the cover page of the Resale Prospectus to include the material information about the initial public offering. Additionally, we
have amended the cover page, and pages ii and iii of the Public Offering Prospectus to disclose the information on of the selling
shareholder offering.

Note 3. Accounts Receivable, Net, page F-38

3. Please help us better understand how you
determined your allowance for doubtful accounts as of June 30, 2023, based on your stated accounting policy of provisioning for all accounts
receivables that were overdue for more than 90 days. In this regard, we note your accounts receivable balance as of December 31, 2022,
was $499,000. You disclose approximately 85% was attributable to your two top customers, which approximates $424,000. You disclose you
collected more than 50% of contract receivables from these customers up through June 30, 2023, which would indicate that at least $212,000
has been collected. Please further clarify how much was actually collected. If only $212,000 was collected, we would expect a more significant
increase in the allowance. The allowance has only increased by $23,000 from December 31, 2022 to June 30, 2023.

Response: The Company respectfully advises the Staff that, while
accounts receivable are considered overdue after 90 days, they are not automatically provisioned for full allowance. The Company estimates
allowances for the expected provision for credit losses on accounts receivable based upon the current expected credit losses (“CECL”)
model by pooling accounts receivable into various age buckets (e.g., less than 1 year, 1-2 years and longer than 2 years) to reflect similar
risk characteristics and expected credit loss within each category. The expected credit loss rates applied range from 3% to 100%. The
Company has fully provided CECL for accounts receivable aging over two years.

As of June 30, 2023, the Company has collected $217,529 of the balance
of the Company’s total accounts receivable as of December 31, 2022. The Company’s accounts receivable aging for the months
ended June 30, 2023 are as follows.

    Less than
 1 year
    1-2 years
    Over 2
 years
    Total

    Accounts receivable Balance($)
    $ 195,578
    $ 157,517
    $ 32,695
    $ 385,790

    Credit loss rates
      3%-5 %
      20 %
      100 %

    Allowance
    $ 9,084
    $ 31,503
    $ 32,695
    $ 73,282

    Total accounts receivables, Net
    $ 186,494
    $ 126,014
    $ -
    $ 312,508

Generally, we are able to collect more than 75% within one year from
the due date of the accounts receivable. As of June 30, 2023, we have made a provision equivalent to 19% of the total accounts receivable
amount, aligning with our risk assessment and historical data. Furthermore, our customers are typically reputable public hospitals, with
whom the Company has experienced no material history of default losses. Based on reviews of the accounts receivable aging, an assessment
of the customer’s history and current creditworthiness, and the probability of collection, we believe our provision to be a reasonable
and sufficient estimate of expected credit losses.

General

4. We note your response to prior comment 8
and reissue the comment in full. We note the changes you made to your disclosure appearing on the cover page, Summary and Risk Factor
sections relating to legal and operational risks associated with operating in China and PRC regulations. It is still unclear to us that
there have been changes in the regulatory environment in the PRC since the prior amendment that was confidentially submitted on July 7,
2023, warranting revised disclosure to mitigate the challenges you face and related disclosures. The Sample Letters to China-Based Companies
sought specific disclosure relating to the risk that the PRC government may intervene in or influence your operations at any time, or
may exert control over operations of your business, which could result in a material change in your operations and/or the value of the
securities you are registering for sale. We remind you that, pursuant to federal securities rules, the term “control” (including
the terms “controlling,” “controlled by,” and “under common control with”) as defined in Securities
Act Rule 405 means “the possession, direct or indirect, of the power to direct or cause the direction of the management and policies
of a person, whether through the ownership of voting securities, by contract, or otherwise.” The Sample Letters also sought specific
disclosures relating to uncertainties regarding the enforcement of laws and that the rules and regulations in China can change quickly
with little advance notice. We do not believe that your revised disclosure conveys the same risk. Please fully restore your disclosures
in these areas to the disclosures as they existed in the registration statement as of July 7, 2023. As examples, and without limitation,
we note that your revised disclosure in the latest amendment still does not addresses the following points:

 ● PRC regulation of loans to and direct investment in PRC
entities by offshore holding companies and “governmental control” of currency conversion may delay or prevent you from using
the proceeds of this offering to make loans or additional capital contributions to your PRC operating entity;

 ● Interpretation and enforcement of PRC laws and regulations
and changes in policies, rules, and regulations in China may be quick with “little advance notice,” could limit the legal
protection available;

 ● Implementation and interpretations of laws, regulations
and rules are not always undertaken in a uniform matter and enforcement of these laws, regulations and rules involves “uncertainties;”
and

 ● Policies that may specifically “harm” your
financial results, and not just “affect” your financial results

Response: In response to the Staff’s comment, we have
restored the relevant disclosures on pages 5 to 8, 15 to 17, 22 to 23 and 29, and on the cover pages of both the Public Offering
Prospectus and the Resale Prospectus.

    2

We appreciate the assistance the Staff has provided
with its comments. If you have any questions, please do not hesitate to contact our counsel, Ying Li, Esq., of Hunter Taubman Fischer&
Li LLC, at yli@htflawyers.com.

Very truly yours,

    /s/ Jianfei Zhang

    Name:
    Jianfei Zhang

    Title:
    Chief Executive Officer and Chairman of the Board of Directors

    cc:
    Nudrat Salik, Terence O’Brien, Nicholas O’Leary and Lauren Nguyen, Securities and Exchange Commission

    Ying Li, Esq., Hunter Taubman Fischer & Li LLC

3

United States securities and exchange commission logo
November 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
Registration Statement on Form F-1
Filed October 11, 2023
File No. 333-274944
Dear Jianfei Zhang:
            We have reviewed your registration statement and have the following comments.
            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.
Registration Statement on Form F-1 filed October 11, 2023
Explanatory Note, page i
1.We note that you have included a resale prospectus.  Please revise your filing to clarify the
following:

•Whether the offerings are being conducted concurrently or whether the primary
offering must close prior to the resale offering taking place; and
•The risks related to potential price volatility/depreciation for investors in the primary
offering as a result of the resale being a large volume of shares and potentially at
different pricing after the initial fixed price.

 FirstName LastNameJianfei  Zhang
 Comapany NamePheton Holdings Ltd
 November 3, 2023 Page 2
 FirstName LastName
Jianfei  Zhang
Pheton Holdings Ltd
November 3, 2023
Page 2
Prospectus Cover Page, page 1
2.Please revise the resale prospectus cover page to include the material information about
the initial public offering and revise the public offering prospectus to disclose the
information on the selling shareholder offering.
Note 3. Accounts Receivable, Net, page F-38
3.Please help us better understand how you determined your allowance for doubtful
accounts as of June 30, 2023, based on your stated accounting policy of provisioning for
all accounts receivables that were overdue for more than 90 days. In this regard, we note
your accounts receivable balance as of December 31, 2022, was $499,000. You disclose
approximately 85% was attributable to your two top customers, which approximates
$424,000. You disclose you collected more than 50% of contract receivables from these
customers up through June 30, 2023, which would indicate that at least $212,000 has been
collected. Please further clarify how much was actually collected. If only $212,000 was
collected, we would expect a more significant increase in the allowance. The allowance
has only increased by $23,000 from December 31, 2022 to June 30, 2023.
General
4.We note your response to prior comment 8 and reissue the comment in full. We note the
changes you made to your disclosure appearing on the cover page, Summary and Risk
Factor sections relating to legal and operational risks associated with operating in China
and PRC regulations. It is still unclear to us that there have been changes in the regulatory
environment in the PRC since the prior amendment that was confidentially submitted on
July 7, 2023, warranting revised disclosure to mitigate the challenges you face and related
disclosures. The Sample Letters to China-Based Companies sought specific disclosure
relating to the risk that the PRC government may intervene in or influence your operations
at any time, or may exert control over operations of your business, which could result in a
material change in your operations and/or the value of the securities you are registering
for sale. We remind you that, pursuant to federal securities rules, the term “control”
(including the terms “controlling,” “controlled by,” and “under common control with”) as
defined in Securities Act Rule 405 means “the possession, direct or indirect, of the power
to direct or cause the direction of the management and policies of a person, whether
through the ownership of voting securities, by contract, or otherwise.” The Sample Letters
also sought specific disclosures relating to uncertainties regarding the enforcement of laws
and that the rules and regulations in China can change quickly with little advance notice.
We do not believe that your revised disclosure conveys the same risk. Please fully restore
your disclosures in these areas to the disclosures as they existed in the registration
statement as of July 7, 2023. As examples, and without limitation, we note that your
revised disclosure in the latest amendment still does not addresses the following points:

•PRC regulation of loans to and direct investment in PRC entities by offshore holding

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 November 3, 2023 Page 3
 FirstName LastName
Jianfei  Zhang
Pheton Holdings Ltd
November 3, 2023
Page 3
companies and “governmental control” of currency conversion may delay or prevent
you from using the proceeds of this offering to make loans or additional capital
contributions to your PRC operating entity;
•Interpretation and enforcement of PRC laws and regulations and changes in policies,
rules, and regulations in China may be quick with “little advance notice,” could limit
the legal protection available;
•Implementation and interpretations of laws, regulations and rules are not always
undertaken in a uniform matter and enforcement of these laws, regulations and rules
involves “uncertainties;” and
•Policies that may specifically “harm” your financial results, and not just “affect” your
financial results
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            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 Nicholas O'Leary at 202-551-4451 or Lauren Nguyen at 202-551-3642 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Ying Li, Esq

CORRESP
1
filename1.htm

Pheton Holdings Ltd

October 11, 2023

Via EDGAR

Division of Corporation Finance

U.S. Securities and Exchange Commission

Office of Industrial Applications & Services

100 F Street, NE

Washington, D.C. 20549

    Re:
    Pheton Holdings Ltd

    Draft Registration Statement on Form F-1/A

    Submitted September 6, 2023

    CIK No. 0001970544

Ladies and Gentlemen:

This letter is in response to the letter dated
September 25, 2023, from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”)
addressed to Pheton Holdings Ltd (the “Company,” “we,” and “our”) regarding the above-mentioned Draft
Registration Statement on Form F-1/A (“Amendment No. 2”). For ease of reference, we have recited the Commission’s comments
in this response and numbered them accordingly. The Registration Statement on Form F-1 (“Registration Statement”) is being
filed to accompany this letter. Capitalized terms used but not defined in this letter have the meanings ascribed to such terms in Registration
Statement.

Draft Registration Statement on Form F-1/A, submitted September
6, 2023

Cover Page

1. We note your revisions in response to prior
comment 1. We reissue in part. Please disclose on the cover page that Mr. Jianfei Zhang, through ZJW (BVI) Ltd, is the sole holder of
all issued and outstanding Class B ordinary shares.

Response: In response to the Staff’s
comment, we have included the requested disclosure on the cover page of the Registration Statement.

2. Revise to disclose whether any transfers,
dividends, or distributions have been made to date between the holding company and your subsidiaries, or to investors, and quantify the
amounts where applicable.

Response: In response to the Staff’s
comment, we have revised our disclosures on the cover page, and pages 5 and 6 of the Registration Statement.

Prospectus Summary

Summary of Risk Factors, page 6

3. We note your revisions in response to prior
comment 9. We reissue in part. Please expand your disclosures here to disclose that the rules and regulations in China can change quickly
with little advance notice, and that there is risk the Chinese government may intervene or influence your operations at any time.

Response: In response to the Staff’s comment, we have
further revised our disclosures on the page 6 of the Registration Statement.

Risk Factors

Beijing Feitian faces the risk of fluctuations in the cost, availability,
and quality of supplies...., page 37

4. We note your revisions in response to prior comment 14. We note
your disclosure that your annual purchases are attributed to one or two suppliers. Please provide the names of those principal suppliers.
For guidance, consider Item 4 to Form 20-F and Form F-1.

Response: We respectfully advise the Staff
that we have disclosed the names of our principal suppliers on page 101 of the Registration Statement. To enhance clarity of the disclosure,
we have revised our statements on page 101 to specify that these suppliers individually contributed to more than 10% of the total annul
purchases, and updated the cross-reference on page 37 of the Registration Statement.

Capitalization, page 60

5. We note your response to comment 17. It remains unclear what
the difference is between the 2nd and 3rd bullet especially given that you are only presenting one pro forma as adjusted column. Please
revise as necessary.

Response: In response to the Staff’s
comment, we have revised our disclosures on page 60 of the Registration Statement.

Market Trends and Opportunities, page 77

6. We note your response to prior comment 24. Your market disclosures
provide information for the entire medical device market in China. To provide context for the information, please include balancing disclosure
by discussing your addressable market.

Response: In response to the Staff’s
comment, we have revised our disclosures on pages 80, 82, 83 and 87 of the Registration Statement regarding industrial information and
data, as well as disclosures on pages from 91 to 93 of the Registration Statement regarding our analysis of market trends and opportunities.

Business

Manufacturing and Supply

Service Fulfillment, page 100

7. We note your disclosure here that 93% of
customers with CD-ROM-Equipped computers selected the backup option of having a burned CD. We also note your disclosure on page F-10 stating
“The FTTPS sales contracts are primarily on a fixed price basis, which require the Company to provide core software, a set of hardware
as peripherals to operate the software, and related services, including transportation, packaging, installation and training based on
customers’ specific needs.” Please clarify whether there are significant differences to the purchase price of the sales contract
depending on the selection of a burned CD as a backup option. In addition, please disclose how many of your customers have CD-ROM-equipped
computers.

Response: In response to the Staff’s
comment, we have revised our disclosures on page 100 of the Registration Statement. We respectfully advise the Staff that the backup option
we offer to customers with CD-ROM equipped computers is a complimentary service with no additional cost, and such selection does not significant
affect the purchase price of the sales contract.

General

8. We note the changes you made to your disclosure
appearing on the cover page, Summary and Risk Factor sections relating to legal and operational risks associated with operating in China
and PRC regulations. It is unclear to us that there have been changes in the regulatory environment in the PRC since the prior amendment
that was confidentially submitted on July 7, 2023, warranting revised disclosure to mitigate the challenges you face and related disclosures.
The Sample Letters to China-Based Companies sought specific disclosure relating to the risk that the PRC government may intervene in or
influence your operations at any time, or may exert control over operations of your business, which could result in a material change
in your operations and/or the value of the securities you are registering for sale. We remind you that, pursuant to federal securities
rules, the term “control”
(including the terms “controlling,”
“controlled by,” and “under
common control with”) as defined in Securities Act Rule 405 means
“the possession, direct or indirect, of the power to direct or cause
the direction of the management and policies of a person, whether through the ownership of voting securities, by contract, or otherwise.”
The Sample Letters also sought specific disclosures relating to uncertainties regarding the enforcement of laws and that the rules and
regulations in China can change quickly with little advance notice. We note that you have removed references to the PRC government’s
power to exert substantial influence over the conduct of your business, the fact that the regulations to which you are subject may change
rapidly and with little notice, and the level of government involvement in the Chinese economy. We do not believe that your revised disclosure
referencing the PRC government’s intent to reinforce its regulatory
oversight conveys the same risk. Please restore your disclosures in these areas to the disclosures as they existed in your confidential
submission as of July 7, 2023.

Response: In response to the Staff’s
comment, we have restored certain disclosures on the cover page, pages 1, 5, 8, 15, 16, 17, 23, 25, 28 and 29 of the Registration Statement.

We appreciate the assistance the Staff has provided
with its comments. If you have any questions, please do not hesitate to contact our counsel, Ying Li, Esq., of Hunter Taubman Fischer&
Li LLC, at yli@htflawyers.com.

Very truly yours,

    /s/ Jianfei Zhang

    Name:
    Jianfei Zhang

    Title:
    Chief Executive Officer and Chairman of the Board of Directors

    cc:
    Nudrat Salik, Terence O’Brien, Nicholas O’Leary
                                                and Lauren Nguyen, Securities and Exchange Commission Ying Li, Esq., Hunter Taubman Fischer & Li LLC

United States securities and exchange commission logo
September 25, 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 September 6, 2023
CIK No. 0001970544
Dear Jianfei Zhang:
            We have reviewed your amended 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, submitted September 6, 2023
Cover Page
1.We note your revisions in response to prior comment 1. We reissue in part. Please disclose
on the cover page that Mr. Jianfei Zhang, through ZJW (BVI) Ltd, is the sole holder of all
issued and outstanding Class B ordinary shares.

2.Revise to disclose whether any transfers, dividends, or distributions have been made to
date between the holding company and your subsidiaries, or to investors, and quantify the
amounts where applicable.

 FirstName LastNameJianfei  Zhang
 Comapany NamePheton Holdings Ltd
 September 25, 2023 Page 2
 FirstName LastNameJianfei  Zhang
Pheton Holdings Ltd
September 25, 2023
Page 2
Prospectus Summary
Summary of Risk Factors, page 6
3.We note your revisions in response to prior comment 9. We reissue in part. Please expand
your disclosures here to disclose that the rules and regulations in China can change
quickly with little advance notice, and that there is risk the Chinese government may
intervene or influence your operations at any time.
Risk Factors
Beijing Feitian faces the risk of fluctuations in the cost, availability, and quality of supplies....,
page 37
4.We note your revisions in response to prior comment 14. We note your disclosure that
your annual purchases are attributed to one or two suppliers. Please provide the names of
those principal suppliers. For guidance, consider Item 4 to Form 20-F and Form F-1.
Capitalization, page 60
5.We note your response to comment 17.  It remains unclear what the difference is between
the 2nd and 3rd bullet especially given that you are only presenting one pro forma as
adjusted column.  Please revise as necessary.
Market Trends and Opportunities, page 77
6.We note your response to prior comment 24. Your market disclosures provide information
for the entire medical device market in China. To provide context for the information,
please include balancing disclosure by discussing your addressable market.
Business
Manufacturing and Supply
Service Fulfillment, page 100
7.We note your disclosure here that 93% of customers with CD-ROM-Equipped computers
selected the backup option of having a burned CD. We also note your disclosure on page
F-10 stating "The FTTPS sales contracts are primarily on a fixed price basis, which
require the Company to provide core software, a set of hardware as peripherals to operate
the software, and related services, including transportation, packaging, installation and
training based on customers’ specific needs." Please clarify whether there are significant
differences to the purchase price of the sales contract depending on the selection of a
burned CD as a backup option. In addition, please disclose how many of your customers
have CD-ROM-equipped computers.
General
8.We note the changes you made to your disclosure appearing on the cover page, Summary
and Risk Factor sections relating to legal and operational risks associated with operating

 FirstName LastNameJianfei  Zhang
 Comapany NamePheton Holdings Ltd
 September 25, 2023 Page 3
 FirstName LastName
Jianfei  Zhang
Pheton Holdings Ltd
September 25, 2023
Page 3
in China and PRC regulations. It is unclear to us that there have been changes in the
regulatory environment in the PRC since the prior amendment that was confidentially
submitted on July 7, 2023, warranting revised disclosure to mitigate the challenges you
face and related disclosures. The Sample Letters to China-Based Companies sought
specific disclosure relating to the risk that the PRC government may intervene in or
influence your operations at any time, or may exert control over operations of your
business, which could result in a material change in your operations and/or the value of
the securities you are registering for sale. We remind you that, pursuant to federal
securities rules, the term “control” (including the terms “controlling,” “controlled by,” and
“under common control with”) as defined in Securities Act Rule 405 means “the
possession, direct or indirect, of the power to direct or cause the direction of the
management and policies of a person, whether through the ownership of voting securities,
by contract, or otherwise.” The Sample Letters also sought specific disclosures relating to
uncertainties regarding the enforcement of laws and that the rules and regulations in China
can change quickly with little advance notice. We note that you have removed references
to the PRC government’s power to exert substantial influence over the conduct of your
business, the fact that the regulations to which you are subject may change rapidly and
with little notice, and the level of government involvement in the Chinese economy. We
do not believe that your revised disclosure referencing the PRC government’s intent to
reinforce its regulatory oversight conveys the same risk. Please restore your disclosures in
these areas to the disclosures as they existed in your confidential submission as of July 7,
2023.

            You may 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 Nicholas O'Leary at 202-551-4451 or Lauren Nguyen at 202-551-3642 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Ying Li, Esq

United States securities and exchange commission logo
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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 FirstName LastNameJianfei  Zhang
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August 3, 2023
Page 2
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.

 FirstName LastNameJianfei  Zhang
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 FirstName LastName
Jianfei  Zhang
Pheton Holdings Ltd
August 3, 2023
Page 3
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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 FirstName LastName
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August 3, 2023
Page 4
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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 FirstName LastName
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Pheton Holdings Ltd
August 3, 2023
Page 5
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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 FirstName LastName
Jianfei  Zhang
Pheton Holdings Ltd
August 3, 2023
Page 6
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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 FirstName LastName
Jianfei  Zhang
Pheton Holdings Ltd
August 3, 2023
Page 7
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.