Full Press Release Details
INDEX TO UNAUDITED INTERIM CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
| CONTENTS | PAGE(S) | |
| UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS | ||
| UNAUDITED INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2024 AND JUNE 30, 2025 | F-2 | |
| UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS FOR THE SIX MONTHS ENDED JUNE 30, 2024 AND 2025 | F-3 | |
| UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY FOR THE SIX MONTHS ENDED JUNE 30, 2024 AND 2025 | F-4 | |
| UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2024 AND 2025 | F-5 | |
| NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS | F-6 |
UNAUDITED INTERIM CONDENSED CONSOLIDATED BALANCE
(All amounts are in USD, except for
share and per share data, unless otherwise noted)
| December 31, 2024 | June 30, 2025 | |||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | $ | 6,159,823 | $ | 1,809,154 | ||||
| Short-term investments | - | 1,400,000 | ||||||
| Accounts receivable, net | 281,585 | 110,582 | ||||||
| Advances to a related party | 50,000 | 46,293 | ||||||
| Inventories | 117,422 | 126,603 | ||||||
| Prepayments and other current assets | 68,830 | 979,406 | ||||||
| Total Current Assets | $ | 6,677,660 | $ | 4,472,038 | ||||
| Non-current assets: | ||||||||
| Property and equipment, net | 45,594 | 42,651 | ||||||
| Other non-current assets | - | 600,000 | ||||||
| Total Non-current Assets | $ | 45,594 | $ | 642,651 | ||||
| Total Assets | $ | 6,723,254 | $ | 5,114,689 | ||||
| LIABILITIES AND EQUITY | ||||||||
| Currents Liabilities: | ||||||||
| Short-term bank loans | 247,969 | 139,595 | ||||||
| Accounts payable | 10,412 | 10,609 | ||||||
| Contract liabilities | 121,239 | 123,535 | ||||||
| Accrued expenses and other current liabilities | 158,931 | 108,856 | ||||||
| Total Current Liabilities | $ | 538,551 | $ | 382,595 | ||||
| Total Liabilities | $ | 538,551 | $ | 382,595 | ||||
| Commitments and Contingencies (Note 12) | ||||||||
| SHAREHOLDERS' EQUITY | ||||||||
| *Class A ordinary shares, $ 0.0001 par value, 400,000,000 shares authorized, 6,582,000 and 9,382,000 shares issued and outstanding as of December 31, 2024 and June 30, 2025, respectively | 658 | 938 | ||||||
| *Class B ordinary shares, $ 0.0001 par value, 100,000,000 shares authorized, 7,668,000 shares issued and outstanding as of December 31, 2024 and June 30, 2025, respectively | 767 | 767 | ||||||
| Additional paid-in capital | 6,664,624 | 7,250,577 | ||||||
| Statutory reserves | 89,685 | 89,685 | ||||||
| Accumulated deficit | ( 522,851 | ) | ( 2,560,347 | ) | ||||
| Accumulated other comprehensive loss | ( 48,180 | ) | ( 49,526 | ) | ||||
| Total Shareholders' Equity | $ | 6,184,703 | $ | 4,732,094 | ||||
| Total Liabilities and Shareholders' Equity | $ | 6,723,254 | $ | 5,114,689 |
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS
OF OPERATIONS AND COMPREHENSIVE LOSS
(All amounts are in USD, except for share and per
share data, unless otherwise noted)
| For the Six Months Ended June 30, 2024 | For the Six Months Ended June 30, 2025 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Revenues | $ | 210,488 | $ | 67,507 | ||||
| Cost of revenues | ( 28,877 | ) | ( 14,159 | ) | ||||
| Gross profit | 181,611 | 53,348 | ||||||
| Operating expenses | ||||||||
| Selling and marketing | ( 148,822 | ) | ( 87,983 | ) | ||||
| General and administrative | ( 301,129 | ) | ( 2,010,363 | ) | ||||
| Research and development | ( 45,938 | ) | ( 35,557 | ) | ||||
| Total operating expenses | $ | ( 495,889 | ) | $ | ( 2,133,903 | ) | ||
| Loss from operations | $ | ( 314,278 | ) | $ | ( 2,080,555 | ) | ||
| Other income, net | ||||||||
| Government subsidy | 15,452 | 19,468 | ||||||
| Other (expense) income, net | ( 4,805 | ) | 23,591 | |||||
| Total other income, net | $ | 10,647 | $ | 43,059 | ||||
| Loss before income taxes | ( 303,631 | ) | $ | ( 2,037,496 | ) | |||
| Income tax expense | ( 18,499 | ) | - | |||||
| Net loss | $ | ( 285,132 | ) | $ | ( 2,037,496 | ) | ||
| Foreign currency translation adjustments, net of nil tax | ( 5,039 | ) | ( 1,346 | ) | ||||
| Total comprehensive loss | $ | ( 290,171 | ) | $ | ( 2,038,842 | ) | ||
| Calculation: | ||||||||
| *Weighted average number of ordinary shares used in per share calculation: | 12,000,000 | 15,008,011 | ||||||
| Net loss per ordinary share - Basic and diluted | ( 0.024 | ) | ( 0.136 | ) |
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS
OF CHANGES IN SHAREHOLDERS' EQUITY
(All amounts are in USD, except
for share and per share data, unless otherwise noted)
| Class A Ordinary shares | Class B Ordinary shares | Additional paid-in | Statutory | Retained earnings /(Accumulated | Accumulated other comprehensive | Total shareholders' | ||||||||||||||||||||||||||||||
| *Shares | Amount | *Shares | Amount | capital | reserves | deficit) | income/(loss) | equity | ||||||||||||||||||||||||||||
| Balance at January 1, 2024 | 4,332,000 | $ | 433 | 7,668,000 | $ | 767 | $ | 120,714 | $ | 89,685 | $ | 137,737 | $ | ( 43,064 | ) | $ | 306,272 | |||||||||||||||||||
| Capital contribution | - | - | - | - | 72 | - | - | - | 72 | |||||||||||||||||||||||||||
| Net loss | - | - | - | - | - | - | ( 285,132 | ) | - | ( 285,132 | ) | |||||||||||||||||||||||||
| Appropriation to statutory reserve | - | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||
| Foreign currency translation adjustment | - | - | - | - | - | - | - | ( 5,039 | ) | ( 5,039 | ) | |||||||||||||||||||||||||
| Balance at June 30, 2024 | 4,332,000 | $ | 433 | 7,668,000 | $ | 767 | $ | 120,786 | $ | 89,685 | $ | ( 147,395 | ) | $ | ( 48,103 | ) | $ | 16,173 | ||||||||||||||||||
| Balance at January 1, 2025 | 6,582,000 | $ | 658 | 7,668,000 | $ | 767 | $ | 6,664,624 | $ | 89,685 | $ | ( 522,851 | ) | $ | ( 48,180 | ) | $ | 6,184,703 | ||||||||||||||||||
| Share-based payment | 2,800,000 | 280 | - | - | 585,953 | - | - | - | 586,233 | |||||||||||||||||||||||||||
| Net loss | - | - | - | - | - | - | ( 2,037,496 | ) | - | ( 2,037,496 | ) | |||||||||||||||||||||||||
| Appropriation to statutory reserve | - | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||
| Foreign currency translation adjustment | - | - | - | - | - | - | - | ( 1,346 | ) | ( 1,346 | ) | |||||||||||||||||||||||||
| Balance at June 30, 2025 | 9,382,000 | $ | 938 | 7,668,000 | $ | 767 | 7,250,577 | $ | 89,685 | $ | ( 2,560,347 | ) | $ | ( 49,526 | ) | $ | 4,732,094 |
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS
(All amounts are in USD, except for share and per
share data, unless otherwise noted)
| For the Six Months Ended June 30, 2024 | For the Six Months Ended June 30, 2025 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Cash flows from operating activities: | ||||||||
| Net loss | $ | ( 285,132 | ) | $ | ( 2,037,496 | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities | ||||||||
| Depreciation of property and equipment | 6,318 | 6,498 | ||||||
| Financial expenses | - | 5,358 | ||||||
| Share-based payment | - | 586,233 | ||||||
| Amortization of right-of-use assets | 29,779 | - | ||||||
| Provision for current expected credit losses | 11,761 | 65,329 | ||||||
| Deferred income tax | ( 18,498 | ) | - | |||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | ( 2,246 | ) | 108,845 | |||||
| Inventories | 11,424 | ( 6,871 | ) | |||||
| Prepayments and other current assets | 13,698 | ( 909,336 | ) | |||||
| Other non-current assets | - | ( 600,000 | ) | |||||
| Advance to a related party | - | 2,953 | ||||||
| Accounts payable | ( 5,988 | ) | - | |||||
| Accrued expenses and other current liabilities | 865 | ( 52,434 | ) | |||||
| Contract liabilities | 63,781 | - | ||||||
| Operating lease liabilities | ( 27,119 | ) | - | |||||
| Net cash used in operating activities | $ | ( 201,357 | ) | $ | ( 2,830,921 | ) | ||
| Cash flows from investing activities: | ||||||||
| Purchase of short-term investments | - | ( 1,400,000 | ) | |||||
| Purchase of property and equipment | - | ( 2,738 | ) | |||||
| Net cash used in investing activities | $ | - | $ | ( 1,402,738 | ) | |||
| Cash flows from financing activities: | ||||||||
| Capital contribution | 72 | - | ||||||
| Advances from related parties | 98,692 | 689 | ||||||
| Proceeds from bank loans | 257,796 | 137,882 | ||||||
| Repayments of due to related parties | ( 318,781 | ) | - | |||||
| Repayment to bank loans | ( 6,930 | ) | ( 249,566 | ) | ||||
| Deferred IPO costs | ( 25,947 | ) | - | |||||
| Cash paid for interest expenses | - | ( 5,358 | ) | |||||
| Net cash provided by (used in) financing activities | $ | 4,902 | $ | ( 116,353 | ) | |||
| Effects of exchange rate changes on cash and cash equivalents | ( 3,789 | ) | ( 657 | ) | ||||
| Net decrease in cash and cash equivalents | $ | ( 200,244 | ) | $ | ( 4,350,669 | ) | ||
| Cash, cash equivalents and restricted cash at beginning of the period | 227,450 | 6,159,823 | ||||||
| Cash, cash equivalents and restricted cash at end of the period | $ | 27,206 | $ | 1,809,154 | ||||
| Cash and cash equivalents at end of the period | 17,852 | 1,809,154 | ||||||
| Restricted cash at end of the period | 9,354 | - | ||||||
| Total cash, cash equivalents and restricted cash at end of the period | $ | 27,206 | $ | 1,809,154 | ||||
| Supplemental cash flow information: | ||||||||
| Cash paid for interest expense | $ | - | $ | 5,358 | ||||
| Cash paid for income taxes | $ | - | $ | - |
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. ORGANIZATIONAL AND BASIS OF PRESENTATION
Pheton Holdings Ltd (the "Company"
or "Pheton") was established under the laws of the Cayman Islands on November 2, 2022. The Company has no substantive
operations other than holding all of the shares of Pheton BVI Ltd ("Pheton BVI"), which entity was established under
the laws of the British Virgin Islands on November 22, 2022.
Pheton BVI is a holding Company holding all of
the equity of Pheton (HK) Limited ("Pheton HK"), which was established under the laws of Hong Kong on December 14, 2022.
Pheton HK is a holding company holding all of
the equity of Beijing Jinruixi Medical Technology Co., Ltd ("Jinruixi"), which was established under the laws of the People's
Republic of China on March 15, 2023.
Jinruixi acquired the entire equity interests
in Beijing Feitian Zhaoye Technology Co., Ltd. ("Beijing Feitian"), which was established under the laws of the People's
Republic of China in 1998, is a healthcare solution provider dedicated to the development and commercialization of treatment software
used for brachytherapy.
On March 27, 2023, Pheton completed a reorganization
of entities under the common control of its then-existing shareholders, who collectively owned all of the equity interests of Pheton prior
to the reorganization. Pheton, Pheton BVI, Pheton HK and Jinruixi were established as the holding companies of Beijing Feitian. All of
these entities are under common control which results in the consolidation of Beijing Feitian which has been accounted as a reorganization
of entities under common control at carrying value. The unaudited interim condensed consolidated financial statements are prepared on
the basis as if the reorganization became effective as of the beginning of the first period presented in the accompanying unaudited interim
condensed consolidated financial statements of Pheton. The shares and per-share information are presented on a retroactive basis to reflect
the re-denomination and nominal issuance of shares effected on March 23, 2023.
On September 6, 2024, the Company consummated
an initial public offering of 2,250,000 Class A ordinary shares, at a public offering price of $4.00 per share. The gross proceeds to
the Company from the offering, before deducting commissions, expense allowance, and expenses, were $9 million. The Company received approximately
$7.80 million of offering proceeds after the deduction of approximately $1.2 million for underwriter discounts and other expenses.
On May 28, 2025, Beijing Feitian participated in the establishment
of Mili (Jiangsu) Medical Technology Co., Ltd ("Jiangsu Mili"), a company incorporated under the laws of the People's
Republic of China specializing in healthcare solutions, and holds 60% of Jiangsu Mili's equity.
| Subsidiaries | Date of incorporation | Place of incorporation | Ownership | Principle activities | ||||
| Pheton (BVI) Ltd | November 22, 2022 | British Virgin Islands | 100% owned by Pheton | Investment holding | ||||
| Pheton (HK) Limited | December 14, 2022 | Hong Kong | 100% owned by Pheton BVI | Investment holding | ||||
| Beijing Jinruixi Medical Technology Co., Ltd. | March 15, 2023 | Mainland China | 100% owned by Pheton HK | Investment holding | ||||
| Beijing Feitian Zhaoye Technology Co., Ltd. | December 17, 1998 | Mainland China | 100% owned by Jinruixi | Healthcare solution | ||||
| Mili (Jiangsu) Medical Technology Co., Ltd. | May 28, 2025 | Mainland China | 60% owned by Beijing Feitian | Healthcare solution |
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The unaudited interim condensed consolidated
financial statements have been prepared in accordance with generally accepted accounting principles in the United States
of America ("U.S. GAAP") for interim financial information pursuant to the rules and regulations
of the Securities and Exchange Commission ("SEC"). Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP
have been condensed or omitted as permitted by rules and regulations of the SEC. Accordingly, they do not include all of the information
and footnotes required by U.S. GAAP for complete financial statements. These unaudited interim condensed consolidated financial statements
should be read in conjunction with the financial statements and related notes included in the Company's Annual Report on Form 20-F
for the year ended December 31, 2024, filed with the SEC on March 20, 2025. The consolidated balance sheet as of December 31, 2024 was
derived from the audited consolidated financial statements of the Company.
In the opinion of management, all adjustments
(consisting of normal recurring accruals) considered necessary to make the unaudited interim condensed consolidated financial statements
not misleading have been included. Operating results for the interim period ended June 30, 2025 are not necessarily indicative of the
results that may be expected for the fiscal year ending December 31, 2025.
Principles of consolidation
The unaudited interim condensed consolidated financial
statements include the accounts of the Company and its subsidiaries. All intercompany accounts and transactions have been eliminated on
consolidation. A subsidiary is an entity in which (i) the Company directly or indirectly controls more than 50% of the voting power; or
(ii) the Company has the power to appoint or remove a majority of the members of the board of directors or to cast a majority of votes
at the meeting of the board of directors or to govern the financial and operating policies of the investee pursuant to a statute or under
an agreement among the shareholders or equity holders.
The preparation of the unaudited interim condensed
consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities, related disclosures of contingent assets and liabilities at the balance sheet date, and the reported
revenue and expenses during the reported period in the unaudited interim condensed consolidated financial statements and accompanying
notes. Significant accounting estimates reflected in the Company's unaudited interim condensed consolidated financial statements
mainly include, but are not limited to, the assessment of the allowance for doubtful accounts, the realizability of deferred income tax
assets and cost of assurance-type warranty. The current economic environment has increased the degree of uncertainty inherent in those
estimates and assumptions. Actual results could differ from those estimates.
Cash and Cash Equivalents
Cash and cash equivalents represent cash on hand,
time deposits and highly liquid investments placed with banks or other financial institutions, which are unrestricted as to withdrawal
and use, and which have original maturities of three months or less.
Short-term Investment
Short-term investments include wealth management
products, which are certain deposits with principal not guaranteed with certain financial institutions and the Company can redeem the
deposits at any time. The Company records wealth management products with maturities less than one year at fair value in accordance with
ASC 825 Financial Instruments.
As of December 31, 2024 and June 30, 2025, the
Company had short-term investments balance of nil and $1,400,000.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Fair Value of Financial Instruments
Fair Value of Financial Instruments - the
Company adopted SFAS ASC 820-10-50, "Fair Value Measurements". This guidance defines fair value, establishes a three-level
valuation hierarchy for disclosures of fair value measurement and enhances disclosure requirements for fair value measures. The three