Elong Power Holding Limited Announces Pricing of US$7.6 Million Public Offering

Elong Power (Nasdaq: ELPW) priced an underwritten public offering of 2,400,000 Units at US$3.16 per Unit, generating approximately US$7.6 million in gross proceeds before expenses.

Rhea-AI Summary

Elong Power (Nasdaq: ELPW) priced an underwritten public offering of 2,400,000 Units at US$3.16 per Unit, generating approximately US$7.6 million in gross proceeds before expenses. Each Unit contains one Class A ordinary share (or a pre-funded warrant) and one common warrant.

The Common Warrants expire in three years, are exercisable immediately at US$3.16, and include post-closing adjustments on trading days 4 and 8 that reduce the exercise price to 70% and 50% of the initial price respectively, with proportionate share increases. Holders may opt for a zero exercise price mechanism to receive twice the cash-exercise share amount. The offering is expected to close on February 3, 2026, with an underwriter option to purchase up to an additional 360,000 Class A shares and/or 360,000 Common Warrants. Proceeds are intended for general corporate purposes, sales network expansion, and production/capacity upgrades. SEC declared the registration effective on January 29, 2026.

Positive

• Gross offering proceeds of approximately US$7.6 million
• Initial offering of 2,400,000 Units at US$3.16 per Unit
• Underwriter option of 360,000 additional shares/warrants (up to 15% of base Units)

Negative

• Common Warrants are exercisable immediately, creating near-term dilution risk for shareholders
• Zero exercise price option could double the number of shares issued on warrant exercise, increasing dilution
• Post-closing adjustments may reduce exercise price to 70% and 50% of initial price, further increasing potential dilution

Argus Feb 2 session

-90.39% close to close Open Argus

Details

News Market Reaction – ELPW

On Feb 2, the day this news came out, ELPW closed 90.39% below the previous close.

Data tracked by StockTitan Argus for the Feb 2 session.

Market Context

On Feb 2, the day this news came out, the stock closed 90.4% below the previous close. The decline r...

Analysis

On Feb 2, the day this news came out, the stock closed 90.4% below the previous close. The decline reflects investor sensitivity to dilution, as the company launched a US$7.6 million underwritten offering of 2,400,000 Units at US$3.16, including common warrants with reset features and a 45‑day over‑allotment option. Previously, capital-structure and listing-related news like the 16-for-1 reverse split and Nasdaq deficiency notices coincided with -23.15% and -17.98% moves, indicating a pattern of weak reactions when shareholders face structural or dilution concerns.

Key Figures

Public offering size: US$7.6 million Units offered: 2,400,000 Units Unit price: US$3.16 per Unit +5 more

Public offering size

US$7.6 million

Gross proceeds before underwriting discounts and expenses

Units offered

2,400,000 Units

Underwritten public offering on a firm commitment basis

Unit price

US$3.16 per Unit

Each Unit includes one share (or pre-funded warrant) plus one common warrant

Common warrant exercise price

US$3.16 per share

Exercisable immediately, subject to reset mechanics

Exercise price resets

70% and 50% of initial price

Adjustments on the 4th and 8th trading days after closing

Overallotment option duration

45 days

Underwriters’ option to buy extra shares and warrants

Additional securities under option

360,000 shares and 360,000 warrants

Potential extra issuance at public offering terms

Registration effectiveness date

January 29, 2026

F-1 (File No. 333-292937) declared effective by the SEC

Historical Context

2 past events · Latest: Dec 23

2 events

1. Dec 23

   Reverse stock split

   24h Move

   -23.1%

   16-for-1 reverse split to address Nasdaq minimum bid price rules.

2. Oct 09

   Nasdaq deficiency notice

   24h Move

   -18.0%

   Nasdaq notifications of non-compliance with bid price and market value standards.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

pre-funded warrant, common warrant, zero exercise price option, firm commitment basis, +2 more

6 terms

pre-funded warrant financial

"or one pre-funded warrant (each a "Pre-Funded Warrant") to purchase one Class A"

A pre-funded warrant is a financial instrument that gives the holder the right to buy shares of a company's stock at a set price, with most of the purchase cost already paid upfront. It functions like a nearly fully paid option, allowing investors to secure shares quickly while minimizing the amount of additional money they need to invest later. This helps investors gain ownership rights efficiently, often used to avoid certain regulatory restrictions or to prepare for future stock purchases.

common warrant financial

"and one common warrant (each a "Common Warrant") to purchase one Class A"

A common warrant is a tradable security that gives its holder the right to buy a company’s common shares at a preset price for a limited time. It matters to investors because exercising warrants can dilute existing ownership and create leverage: holders can benefit if the stock rises above the preset price, while holders of original shares face potential reduction in their percentage stake, similar to more tickets being added to a raffle.

zero exercise price option financial

"be exercised in whole or in part by means of a zero exercise price option, in which"

A zero exercise price option is a stock option that lets the holder convert the option into shares without paying any cash upfront because the strike price is set at zero. For investors, these awards act like immediate share grants: they increase the company’s outstanding shares (dilution), are treated as employee compensation for accounting and tax purposes, and signal how management is being paid, which can affect future earnings and shareholder value.

firm commitment basis financial

"public offering (the "Offering") of 2,400,000 Units on a firm commitment basis,"

An agreement in which an underwriter agrees to buy an entire new stock or bond offering from a company and then resell it to the public, taking full responsibility for any unsold shares. Think of the underwriter as a store that buys all the inventory up front: this guarantees the company gets the money and gives investors certainty the deal will happen, while the underwriter’s risk and pricing choices can affect short‑term share availability and price stability.

registration statement on F-1 regulatory

"A registration statement on F-1 (File No. 333-292937) was filed with the"

A registration statement on Form F-1 is a formal filing with the U.S. Securities and Exchange Commission that a non‑U.S. company submits when it plans to offer securities to U.S. investors, often as part of an initial public offering. It provides the company’s business description, audited financials and risk factors so investors can evaluate the opportunity—think of it as a detailed blueprint or prospectus that helps buyers understand what they are getting into before putting money down.

prospectus regulatory

"The Offering is being made only by means of a prospectus forming part of the"

A prospectus is a detailed document that explains a company's plans for offering new shares or investments to the public. It’s important because it provides potential investors with key information about the company’s business, risks, and how they might make money, helping them decide whether to invest. Think of it as a guidebook for understanding what you're buying into.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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BEIJING, Feb. 2, 2026 /PRNewswire/ -- Elong Power Holding Limited (Nasdaq: ELPW) ("Elong Power" or the "Company"), a provider of high power battery technologies for commercial and specialty alternative energy vehicles and energy storage systems, today announced the pricing of its underwritten public offering (the "Offering") of 2,400,000 Units on a firm commitment basis, at a price of US$3.16 per Unit. Each Unit consists of one Class A ordinary share, par value of US$0.00016 per share (each a "Class A Ordinary Share"), of the Company (or one pre-funded warrant (each a "Pre-Funded Warrant") to purchase one Class A Ordinary Share in lieu thereof) and one common warrant (each a "Common Warrant") to purchase one Class A Ordinary Share. Gross proceeds to the Company, before deducting underwriting discounts and other offering expenses, are expected to be approximately US$7.6million.

Each Common Warrant will expire three years from the date of issuance, and is exercisable immediately on the date of issuance at an exercise price of US$3.16 per share, subject to adjustment on the 4^th and 8^th trading days following the closing of this Offering to the price that is equal to 70% and 50%, respectively, of the initial exercise price of the Common Warrants, and the number of Class A Ordinary Shares underlying the Common Warrants will be proportionately increased. The Common Warrants may, at any time following the closing of this Offering and in the holders' sole discretion, be exercised in whole or in part by means of a zero exercise price option, in which the holders will receive twice the number of Class A Ordinary Shares that would be issuable upon a cash exercise of the Common Warrant, without payment of additional consideration.

The Offering is expected to close on February 3, 2026, subject to customary closing conditions. The Company intends to use the proceeds from the Offering for 1) general corporate purposes and working capital, 2) sales network expansion, including the hiring of sale personnel and the development of regional sales channels, and 3) expansion of production and capacity, including new equipment and upgrades to its manufacturing facilities.

The Company has granted the underwriters a 45-day option to purchase up to an additional 360,000 Class A Ordinary Shares and/or additional 360,000 Common Warrants, at its respective public offering price less underwriting discounts and commissions.

Maxim Group LLC is acting as the exclusive underwriter. Ortoli Rosenstadt LLP is acting as U.S. securities counsel to the Company, and Pryor Cashman LLP is acting as U.S. securities counsel to the underwriter, in connection with the Offering.

A registration statement on F-1 (File No. 333-292937) was filed with the U.S. Securities and Exchange Commission ("SEC") and was declared effective by the SEC on January 29, 2026. The Offering is being made only by means of a prospectus forming part of the effective registration statement. A final prospectus relating to the Offering will be filed with the SEC and will be available on the SEC's website at www.sec.gov.

This press release has been prepared for informational purposes only and shall not constitute an offer to sell or the solicitation of an offer to buy any securities, and no sale of these securities may be made in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

About Elong Power

Elong Power Holding Limited, a Cayman Islands exempted company, is committed to the research and development, manufacturing, sales and service of high-power lithium-ion batteries for electric vehicles and construction machinery, as well as large-capacity, long-cycle lithium-ion batteries for energy storage systems. Elong Power is led by Ms. Xiaodan Liu, Elong Power's Chairwoman and CEO.

Elong Power has a comprehensive product and technology system that includes battery cells, modules, system integration, and battery management system development, based on high-power lithium-ion batteries and battery system products for long-cycle energy storage devices. Elong Power offers advanced energy applications and full life cycle services. Its product portfolio includes products utilizing lithium manganese oxide and lithium iron phosphate, among others, to meet the needs of high-power applications and energy storage applications in various scenarios.

Forward-looking Statements

This press release may contain "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including statements regarding the benefits of the transaction, the anticipated timing of the transaction, the products offered by Elong Power and the markets in which it operates, and Elong Power's projected future results. These forward-looking statements generally are identified by the words "believe," "project," "expect," "anticipate," "estimate," "intend," "strategy," "future," "opportunity," "plan," "may," "should," "will," "would," "will be," "will continue," "will likely result," and similar expressions. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this document, including, but not limited to: the ability of Elong Power to maintain the listing of its securities on Nasdaq; the fact that the price of Elong Power's securities may be volatile due to a variety of factors, including changes in the competitive and highly regulated industries in which Elong Power operates; variations in performance across competitors; changes in laws and regulations affecting Elong Power's business and changes in its capital structure; the ability to implement business plans, meet forecasts and other expectations; its need for substantial additional funds; the parties' dependence on third-party suppliers; risks relating to the results of research and development activities, market and other conditions; its ability to attract, integrate, and retain key personnel; risks related to its growth strategy; risks related to patent and intellectual property matters; and the ability to obtain, perform under and maintain financing and strategic agreements and relationships. Accordingly, these forward-looking statements do not constitute guarantees of future performance, and you are cautioned not to place undue reliance on these forward-looking statements. Risks regarding Elong Power's business are described in detail in Elong Power's SEC filings which are available on the SEC's website at www.sec.gov, including in Elong Power's Annual Report on Form 20-F and Elong Power's subsequent filings with the SEC. These forward-looking statements speak only as of the date hereof, and Elong Power expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in our expectations or any changes in events, conditions, or circumstances on which any such statement is based, except as required by law.

For investor and media inquiries, please contact:

Elong Power Investor Contact
ir@elongpower.com 

 

View original content:https://www.prnewswire.com/news-releases/elong-power-holding-limited-announces-pricing-of-us7-6-million-public-offering-302676409.html

SOURCE Elong Power Holding Limited

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Elong Power (ELPW) announce about its February 2026 public offering?

Elong Power announced an underwritten offering of 2,400,000 Units at US$3.16 per Unit, expected to raise ~US$7.6 million. According to the company, the offering includes common warrants and is expected to close on February 3, 2026.

How are the Units and warrants structured in the ELPW offering?

Each Unit includes one Class A share (or a pre-funded warrant) and one common warrant exercisable at US$3.16. According to the company, warrants expire in three years and include post-closing exercise-price adjustments and a zero-price exercise option.

How will Elong Power (ELPW) use the proceeds from the US$7.6 million offering?

Proceeds will fund general corporate purposes, working capital, sales network expansion, and production/capacity upgrades. According to the company, funds are targeted to hire sales personnel and purchase equipment for manufacturing improvements.

What dilution risk should ELPW shareholders expect from the offering?

Shareholders face dilution from immediately exercisable common warrants and a zero-price exercise option that doubles issued shares on exercise. According to the company, the underwriter also has a 45-day option for up to 360,000 additional shares/warrants.

When did the SEC declare the registration effective and who is the underwriter for ELPW?

The SEC declared the F-1 registration effective on January 29, 2026, and Maxim Group LLC is acting as exclusive underwriter. According to the company, a final prospectus will be filed and available on the SEC website.