| 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:
Theia Investment Holding (BVI) LTD
Xiaobing Dai
The shares reported herein are directly held by Theia Investment Holding (BVI) LTD. Xiaobing Dai is the director of Theia Investment Holding (BVI) LTD. Accordingly, Xiaobing Dai may be deemed to indirectly beneficially own the securities of the Issuer held by Theia Investment Holding (BVI) LTD. |
| (b) | Address or principal business office or, if none, residence:
Business address of Theia Investment Holding (BVI) LTD: Start Chambers, Wickham's Cay II, P.O. Box 2221, Road Town, Tortola, British Virgin Islands.
Business address of Xiaobing Dai: Room 306, NET Building, Hong Jun Ying South Road, Chaoyang District, Beijing, China |
| (c) | Citizenship:
Theia Investment Holding (BVI) LTD: British Virgin Islands
Xiaobing Dai: 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);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (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);
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| (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:
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| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
0 |
| (b) | Percent of class:
0 %
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| (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:
0
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| | (iii) Sole power to dispose or to direct the disposition of:
0
|
| | (iv) Shared power to dispose or to direct the disposition of:
0
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| Item 5. | Ownership of 5 Percent or Less of a Class. |
| | 
Ownership of 5 percent or less of a class
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
| |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
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Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
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Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
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Not Applicable
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