SEC Form SCHEDULE 13G filed by Pheton Holdings Ltd
$PTHL
Biotechnology: Electromedical & Electrotherapeutic Apparatus
Health Care
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
|
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
Pheton Holdings Ltd. (Name of Issuer) |
Class A Ordinary Shares (Title of Class of Securities) |
G71399102 (CUSIP Number) |
09/30/2024 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
|
| Rule 13d-1(c)
|
 Rule 13d-1(d)
|
SCHEDULE 13G
|
| CUSIP No. | G71399102 |
| 1 | Names of Reporting Persons
ZJW (BVI) Ltd | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
VIRGIN ISLANDS, BRITISH
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
7,668,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
53.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
FI |
Comment for Type of Reporting Person: * Represents 7,668,000 Class A ordinary shares issuable to ZJW (BVI) Ltd upon the conversion of 7,668,000 Class B ordinary shares held by ZJW (BVI) Ltd as of September 30, 2024. The issuer's Class B ordinary shares are convertible into Class A ordinary shares at any time after issuance at the option of the holder on a one-to-one basis.
** Percentage of class is calculated based on 6,582,000 Class A ordinary shares outstanding as of September 30, 2024. Pursuant to Rule 13d-3(d)(1) under the Securities Exchange Act of 1934, as amended, the denominator of this percentage is the sum of the 6,582,000 Class A ordinary shares outstanding plus the 7,668,000 Class A ordinary shares issuable to ZJW (BVI) Ltd upon the conversion of the Class B ordinary shares described above.
SCHEDULE 13G
|
| CUSIP No. | G71399102 |
| 1 | Names of Reporting Persons
Jianfei Zhang | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CHINA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
7,668,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
53.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: * Represents 7,668,000 Class A ordinary shares issuable to ZJW (BVI) Ltd upon the conversion of 7,668,000 Class B ordinary shares held by ZJW (BVI) Ltd as of September 30, 2024. The issuer's Class B ordinary shares are convertible into Class A ordinary share at any time after issuance at the option of the holder on a one-to-one basis.
** Percentage of class is calculated based on 6,582,000 Class A ordinary shares outstanding as of September 30, 2024, which information was provided by the Issuer to the Reporting Persons on September 30, 2024. Pursuant to Rule 13d-3(d)(1) under the Securities Exchange Act of 1934, as amended, the denominator of this percentage is the sum of the 6,582,000 Class A ordinary shares outstanding plus the 7,668,000 Class A ordinary shares issuable to ZJW (BVI) Ltd upon the conversion of the Class B ordinary shares described above.
SCHEDULE 13G
|
| Item 1. | ||
| (a) | Name of issuer:
Pheton Holdings Ltd. | |
| (b) | Address of issuer's principal executive offices:
Room 306, NET Building, Hong Jun Ying South Road, Chaoyang District, Beijing, China | |
| Item 2. | ||
| (a) | Name of person filing:
ZJW (BVI) Ltd
Jianfei Zhang
The shares reported herein are directly held by ZJW (BVI) Ltd. Jianfei Zhang is the sole shareholder and director of ZJW (BVI) Ltd. Accordingly, Jianfei Zhang may be deemed to indirectly beneficially own the securities of the Issuer held by ZJW (BVI) Ltd. | |
| (b) | Address or principal business office or, if none, residence:
Business address of ZJW (BVI) Ltd: Start Chambers, Wickham's Cay II, P.O. Box 2221, Road Town, Tortola, British Virgin Islands.
Business address of Jianfei Zhang: Room 306, NET Building, Hong Jun Ying South Road, Chaoyang District, Beijing, China | |
| (c) | Citizenship:
ZJW (BVI) Ltd: British Virgin Islands
Jianfei Zhang: People's Republic of China | |
| (d) | Title of class of securities:
Class A Ordinary Shares | |
| (e) | CUSIP No.:
G71399102 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
| |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
| |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
| |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
| |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
| |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
| |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
| |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
| |
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
| |
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
| |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
7,668,000 | |
| (b) | Percent of class:
100% | |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
0 | ||
| (ii) Shared power to vote or to direct the vote:
7,668,000 | ||
| (iii) Sole power to dispose or to direct the disposition of:
0 | ||
| (iv) Shared power to dispose or to direct the disposition of:
7,668,000 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
Not Applicable
|
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
|
|
|
|
Exhibit Information
|
Exhibit 99.1 Joint Filing Agreement by and between ZJW (BVI) Ltd and Jianfei Zhang |