Full Press Release Details
in the Cayman Islands with limited liability)
AND PROXY STATEMENT OF
GENERAL MEETING OF SHAREHOLDERS
is hereby given that an Annual General Meeting of shareholders (the "Meeting") of Pheton Holdings Ltd (the "Company")
will be held on December 19, 2025 at 10:00A.M. (Beijing Time), at The Executive Centre - China Resources Tower No. 2666 South Keyuan
Road, Nanshan District, Shenzhen, China. The Meeting will be convened for the purpose of considering and, if thought fit, passing the
following resolutions:
| 1a | IT IS RESOLVED AS AN ORDINARY RESOLUTION THAT Jianfei Zhang be re-elected as a director of the Company to serve until the next annual general meeting of shareholders, or until such person resigns or is removed in accordance with the terms of the Company's then effective articles of association. | |
| 1b | IT IS RESOLVED AS AN ORDINARY RESOLUTION THAT Pengfei Zhang be re-elected as a director of the Company to serve until the next annual general meeting of shareholders, or until such person resigns or is removed in accordance with the terms of the Company's then effective articles of association. | |
| 1c | IT IS RESOLVED AS AN ORDINARY RESOLUTION THAT Swee Leng Seng be re-elected as an independent director of the Company to serve until the next annual general meeting of shareholders, or until such person resigns or is removed in accordance with the terms of the Company's then effective articles of association. | |
| 1d | IT IS RESOLVED AS AN ORDINARY RESOLUTION THAT Yun Fai Wong be re-elected as an independent director of the Company to serve until the next annual general meeting of shareholders, or until such person resigns or is removed in accordance with the terms of the Company's then effective articles of association. | |
| 1e | IT IS RESOLVED AS AN ORDINARY RESOLUTION THAT Richard Wee Yong Seow be re-elected as an independent director of the Company to serve until the next annual general meeting of shareholders, or until such person resigns or is removed in accordance with the terms of the Company's then effective articles of association. |
| i. | all the issued and outstanding and authorized and unissued class A ordinary shares of the Company (the Class A Ordinary Shares ) in the authorized share capital of the Company be consolidated, at any one time or multiple times during a period of up to two years of the date of the Annual General Meeting of shareholders of the Company held on December 19, 2025 or any adjournment thereof (the Meeting ), at the exact consolidation ratio and effective time as the Board may determine from time to time in its absolute discretion provided that the accumulative consolidation ratio for all such share consolidation(s) (altogether, the Share Consolidations and each, a Share Consolidation ) shall not be more than 1:4,000; and | ||
| ii. | no fractional Class A Ordinary Shares be issued in connection with each of the Share Consolidations; if a shareholder is entitled to receive a fractional Class A Ordinary Share upon a Share Consolidation, the total number of Class A Ordinary Shares to be received by such shareholder be rounded up to the next whole Class A Ordinary Share. |
| 5b | IT IS RESOLVED AS AN ORDINARY RESOLUTION THAT the Board be authorized, at its absolute and sole discretion, to either (i) implement one or more Share Consolidations, and determine the exact consolidation ratio and effective date of such Share Consolidation(s) during a period of two years of the date of the Meeting; or (ii) elect not to implement any Share Consolidation during a period of two years of the date of the Meeting. | |
| 5c | IT IS RESOLVED AS AN ORDINARY RESOLUTION THAT if and when deemed advisable by the Board in its sole discretion, any director or officer of the company be authorized, for and on behalf of the company, to do all such other acts and things and execute all such documents necessary or desirable to implement Share Consolidation(s). | |
| 6 | IT IS RESOLVED AS A SPECIAL RESOLUTION THAT , conditional upon the approval of the exact consolidation ratio and the effective date of a Share Consolidation by the Board, the adoption of an amended and restated memorandum and articles of association in substitution for, and to the exclusion of, the Company's then existing memorandum and articles of association, to reflect such Share Consolidation upon its relevant effective date as and when determined by the Board, be and is hereby approved. |
foregoing items of business are described in the proxy statement accompanying this notice. The Board of Directors unanimously recommends
that the shareholders vote "FOR" for all the items.
Board intend that, if a quorum is not present within fifteen minutes from the time appointed for the meeting to commence, the meeting
shall stand adjourned and the directors shall resolve to reconvene at the same time seven days hence at the same place, or to such other
time or place as is determined by the directors, at which reconvened meeting, if a quorum is not present within fifteen minutes from
the time appointed for the meeting to commence, the members present shall be a quorum (all in accordance with Article 11.2 of the Articles
of Association of the Company).
Board of Directors has fixed the close of business on November 21, 2025 as the record date (the "Record Date") for
determining the shareholders entitled to receive notice of and to vote at the Meeting or any adjournment thereof. Only holders of Class
A ordinary shares and Class B ordinary shares of the Company on the Record Date are entitled to receive notice of and to vote at the
Meeting or any adjournment thereof.
member entitled to attend and vote at the meeting convened by this notice is entitled to appoint one or more proxies to attend and vote
instead of that member. A proxy need not be a member of the Company.
may obtain a copy of the proxy materials from the Company's website at https://ir.ftzy.com.cn/. The notice of the Meeting, this
proxy statement, and the proxy card will be sent or made available to shareholders on or about December 5, 2025.
| Dated December 5, 2025 | |
| By Order of the Board | |
| /s/ Jianfei Zhang | |
| Jianfei Zhang | |
| Chairman of the Board of Directors |
GENERAL MEETING OF SHAREHOLDERS
19, 2025 at 10:00A.M. (Beijing Time)
AND ANSWERS ABOUT THE PROPOSALS
following are answers to some questions that you, as a shareholder of Pheton Holdings Ltd ("Pheton" or the "Company"),
may have regarding the proposals being considered at Pheton's annual general meeting, which is referred to herein as the "Annual
| 1. | Election of Directors Proposal or Proposal 1 | ||
| a) | to approve as an ordinary resolution that Jianfei Zhang be re-elected as a director of the Company to serve until the next annual general meeting of shareholders, or until such person resigns or is removed in accordance with the terms of the Company's then effective articles of association. | ||
| b) | to approve as an ordinary resolution that Pengfei Zhang be re-elected as a director of the Company to serve until the next annual general meeting of shareholders, or until such person resigns or is removed in accordance with the terms of the Company's then effective articles of association. | ||
| c) | to approve as an ordinary resolution that Swee Leng Seng be re-elected as an independent director of the Company to serve until the next annual general meeting of shareholders, or until such person resigns or is removed in accordance with the terms of the Company's then effective articles of association. | ||
| d) | to approve as an ordinary resolution that Yun Fai Wong be re-elected as an independent director of the Company to serve until the next annual general meeting of shareholders, or until such person resigns or is removed in accordance with the terms of the Company's then effective articles of association. | ||
| (e) | to approve as an ordinary resolution that Richard Wee Yong Seow be re-elected as an independent director of the Company to serve until the next annual general meeting of shareholders, or until such person resigns or is removed in accordance with the terms of the Company's then effective articles of association. |
| 2. | Presentation and Adoption of the Auditors' Report Proposal or Proposal 2 | ||
| to approve as an ordinary resolution that the auditors' report for the financial year ending December 31, 2024 be approved ratified, adopted and confirmed. |
| 3. | Change of Name Proposal or Proposal 3 | ||
| to approve as a special resolution that the Company's English name be changed from "Pheton Holdings Ltd" to "iTonic Holdings Ltd" (the Name Change) and the Nasdaq ticker be changed from "PTHL" to "ITOC", "ITON" or "ITOH" effective on the date of this special resolution. |
| 4. | Amendment To Memorandum And Articles Of Association Proposal or Proposal 4 | ||
| to approve as a special resolution that the existing second amended and restated memorandum and articles of association of the Company (the Current M&A ) be amended and restated by the deletion of the Current M&A in their entirety and their substitution in their place of the Third Amended and Restated Memorandum and Articles of Association in the form as set forth in Annex A to the notice of the Meeting to reflect certain amendments including the Name Change. |
| 5. | Share Consolidation Proposal or Proposal 5 | ||
| a) | to approve as an ordinary resolution that, conditional upon the approval of the board of directors of the Company (the Board ): |
| i. | all the issued and outstanding and authorized and unissued class A ordinary shares of the Company (the Class A Ordinary Shares ) in the authorized share capital of the Company be consolidated, at any one time or multiple times during a period of up to two years of the date of the Annual General Meeting of shareholders of the Company held on December 19, 2025 or any adjournment thereof (the Meeting ), at the exact consolidation ratio and effective time as the Board may determine from time to time in its absolute discretion provided that the accumulative consolidation ratio for all such share consolidation(s) (altogether, the Share Consolidations and each, a Share Consolidation ) shall not be more than 1:4,000; and | |||
| ii. | no fractional Class A Ordinary Shares be issued in connection with each of the Share Consolidations; if a shareholder is entitled to receive a fractional Class A Ordinary Share upon a Share Consolidation, the total number of Class A Ordinary Shares to be received by such shareholder be rounded up to the next whole Class A Ordinary Share. |
| b) | to approve as an ordinary resolution that the Board be authorized, at its absolute and sole discretion, to either (i) implement one or more Share Consolidations, and determine the exact consolidation ratio and effective date of such Share Consolidation(s) during a period of two years of the date of the Meeting; or (ii) elect not to implement any Share Consolidation during a period of two years of the date of the Meeting. | ||
| c) | to approve as an ordinary resolution that if and when deemed advisable by the Board in its sole discretion, any director or officer of the company be authorized, for and on behalf of the company, to do all such other acts and things and execute all such documents necessary or desirable to implement Share Consolidation(s). | ||
| 6 | Further Amendment To Memorandum And Articles Of Association Proposal or Proposal 6 | ||
| to approve as a special resolution that conditional upon the approval of the exact consolidation ratio and the effective date of a Share Consolidation by the Board, the adoption of an amended and restated memorandum and articles of association in substitution for, and to the exclusion of, the Company's then existing memorandum and articles of association, to reflect such Share Consolidation upon its relevant effective date as and when determined by the Board, be and is hereby approved. |
you are a registered shareholder, meaning that you hold your shares in certificate form, you have two voting options:
you hold your shares through an account with a bank or broker, your ability to vote depends on their voting procedures. Please follow
the directions that your bank or broker provides.
Date Shares Entitled to Vote Quorum
will be entitled to vote or direct votes to be cast at the Annual General Meeting if they owned Pheton Class A Ordinary Shares and/or
Class B Ordinary Shares on the Record Date. Shareholders will have one vote for each share of Pheton Class A Ordinary Shares and twenty
(20) votes for each of Pheton Class B Ordinary Shares owned at the close of business on the Record Date. If your shares are held in "street
name" or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially
own are properly counted.
of the close of business on the Record Date, there were 17,050,000.00 outstanding Pheton Class A and Class B Ordinary Shares in total,
and our directors and officers beneficially own approximately 44.97% of the ordinary shares on the Record Date.
quorum of Pheton shareholders is necessary to hold a valid meeting. The presence in person or by proxy of shareholders holding not less
than an aggregate of one-third of the total issued voting shares in the Company is necessary to constitute a quorum at the Annual General
Meeting. Abstentions will count as present for the purposes of establishing a quorum but will be disregarded for purposes of determining
the results of voting.
Required Abstentions and Broker Non-Votes
affirmative vote of the holders of a majority of votes cast by our ordinary shares that are present in person or by proxy at our Annual
General Meeting is required to approve Proposals 1, 2 and 5, provided we have quorum for the meeting.
affirmative vote of the holders of a two-thirds majority of votes cast by our ordinary shares that are present in person or by proxy
at our Annual General Meeting is required to approve Proposals 3, 4 and 6, provided we have quorum for the meeting.
will count for purposes of determining quorum but will have no effect on the outcome of the vote because abstentions do not count as
your shares are registered in your name with our transfer agent, VStock Transfer, LLC, you may cause your shares to be voted by returning
a signed proxy card, or you may vote in person at the Annual General Meeting. Based on your proxy cards, the proxy holders will vote
your shares according to your directions.
you plan to attend the Annual General Meeting and wish to vote in person, you will be given a ballot at the meeting. If your shares are
registered in your name, you are encouraged to vote by proxy even if you plan to attend the Annual General Meeting in person. If you
attend the Annual General Meeting and vote in person, your vote by ballot will revoke any proxy previously submitted.
instructions are included on your proxy card. All shares represented by properly executed proxies received in time for the Annual General
Meeting will be voted at the Annual General Meeting in accordance with the instructions of the shareholder.
your shares are held in "street name" through a broker, bank or other nominee, you may vote through your broker, bank or
other nominee by completing and returning the voting form provided by your broker, bank or other nominee. If you do not return your bank's,
broker's or other nominee's voting form, and do not attend the Annual General Meeting and vote in person with a proxy from
your broker, bank or other nominee, it will have the same effect as if you voted "AGAINST".
you are a shareholder of record, you may change your vote or revoke your proxy at any time before it is voted at the Annual General Meeting
| Signing another proxy card with a later date and returning it to us prior to the Annual General Meeting or | |
| Attending the Annual General Meeting and voting in person. |
note that to be effective, your new proxy card, or written notice of revocation must be received by us prior to the Annual General Meeting.
If you have submitted a proxy, your appearance at the Annual General Meeting, in the absence of voting in person or submitting an additional
proxy or revocation, will not have the effect of revoking your prior proxy.
you hold your ordinary shares in "street name," you should contact your bank, broker or other nominee for instructions regarding
how to change your vote. You may also vote in person at the Annual General Meeting if you obtain a valid "legal" proxy from
your bank, broker or other nominee. Any adjournment, recess or postponement of the Annual General Meeting for the purpose of soliciting
additional proxies will allow Pheton shareholders who have already sent in their proxies to revoke them at any time prior to their use
at the Annual General Meeting as adjourned, recessed or postponed.
of Directors' Recommendation
careful consideration, the Company's board of directors has determined that the transaction is fair to, and in the best interest
of, the Company and its shareholders. They unanimously recommend that you vote or give instruction to vote:
the Election of Directors Proposal;
the Presentation and Adoption of the Auditors' Report Proposal;
the Change of Name Proposal;
the Amendment To Memorandum And Articles Of Association Proposal;
the Share Consolidation Proposal; and
the Further Amendment To Memorandum And Articles Of Association Proposal.
expense of soliciting proxies in the enclosed form will be borne by Pheton. Proxies may also be solicited by some of our directors, officers
and employees, personally or by email or other means of communication. No additional compensation will be paid for such services.
Board intend that, if a quorum is not present within fifteen minutes from the time appointed for the meeting to commence, the meeting
shall stand adjourned and the directors shall resolve to reconvene at the same time seven days hence at the same place, or to such other
time or place as is determined by the directors, at which reconvened meeting, if a quorum is not present within fifteen minutes from
the time appointed for the meeting to commence, the members present shall be a quorum (all in accordance with Article 11.2 of the Articles
of Association of the Company).
this time, we know of no other matters to be submitted at the Annual General Meeting.
of Annual General Meeting Materials
we have received contrary instructions, we may send a single copy of this proxy statement and notice to any household at which two or