SEC Form 6-K filed by Pheton Holdings Ltd

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of November 2025

Commission File Number: 001-42263

Pheton Holdings Ltd

Room 306, NET Building

Hong Jun Ying South Road, Chaoyang District

Beijing, China

(Address of Principal Executive Office)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F ☒       Form 40-F ☐

Changes in Company’s Certifying Accountant

On November 28, 2025, Pheton Holdings Ltd, a Cayman Islands company (the “Company”) terminated engagement of Marcum Asia CPAs LLP (“Marcum”) as the Company’s independent registered public accounting firm. The change was approved by the audit committee of the board of directors of the Company. The Company’s decision to terminate the engagement was not the result of any disagreement between the Company and Marcum on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure.

The principal accountant’s report of Marcum on the financial statements of the Company as of and for the fiscal years ended December 31, 2024, 2023 and 2022 did not contain any adverse opinion or disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope or accounting principles. Marcum was engaged since September 30, 2022.

During the fiscal years ended December 31, 2024, 2023 and 2022 and the subsequent interim period through November 25, 2025, the date of termination of the engagement, (i) there were no “disagreements” (as described in Item 16F(a)(1)(iv) of Form 20-F and the related instructions) between the Company and Marcum on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures, which disagreements, if not resolved to Marcum’s satisfaction, would have caused Marcum to make reference to the subject matter of the disagreement(s) in connection with its report to the subject matter of the disagreement; and (ii) there were no “reportable events” of the type described in Item 16F(a)(1)(v) of Form 20-F.

During the audit of the Company’s financial statements as of and for the year ended December 31, 2024, 2023 and 2022, Marcum identified certain material weaknesses in the Company’s internal controls which were: (i) lack of sufficient in-house personnel in our accounting department with sufficient knowledge of the U.S. GAAP and SEC reporting rules; (ii) lack of formal policies and procedures to establish risk assessment processes and an internal control framework; and (iii) lack of information technology general control in the areas of: (a) risk and vulnerability assessment and management, (b) third-party (service organization) vendor management, (c) system change management, (d) backup and recovery management, (e) access to systems and data, (f) segregation of duties, privileged access, and monitoring, (g) password management and (h) cyber security management. These material weaknesses are described in the Company’s annual report on Form 20-F for the fiscal year ended December 31, 2024, which the Company filed on March 20, 2025, with the Securities and Exchange Commission. The Company is in the process of implementing a number of measures to address these material weaknesses identified.

We furnished a copy of the disclosures in this report to Marcum and requested that Marcum furnish us with a letter addressed to the SEC stating whether such firm agrees with the above statements or, if not, stating the respects in which it does not agree. A copy of the letter has been furnished as an exhibit to this report as Exhibit 16.1.

Exhibits.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.