Elong Power Holding Limited SEC Filings

Elong Power Holding Limited Schedule 13G: CVI Investments, Inc. and Heights Capital Management, Inc. report beneficial ownership of 312,324 shares of Class A Ordinary Shares, representing 9.9% of the class. The reported position consists of 230,000 Shares plus additional Shares issuable upon exercise of pre-funded warrants and other warrants. The filing notes the Warrants include an anti‑aggregation cap such that exercisability is limited to prevent ownership exceeding 9.99%. The company’s prospectus states there were 3,044,039 Shares outstanding as of the completion of the referenced offering (May 18, 2026).

Elong Power Holding Limited completed a registered public offering of 4,615,500 units at US$1.30 per Unit, raising approximately US$6.0 million in gross proceeds. Each Unit includes one Class A ordinary share or a pre-funded warrant plus one common warrant, which is immediately exercisable at US$1.30 and expires three years after issuance.

The company plans to use net proceeds for working capital, general corporate purposes, product iteration and development, and production capacity expansion. Maxim Group LLC acted as sole placement agent, receiving a 7.0% fee on gross proceeds, and directors and executives agreed to 90-day lock-ups on company securities.

Elong Power Holding Limited is offering up to 1,631,250 Units at an offering price of $1.30 per Unit and up to 2,984,250 Pre-Funded Units. Each Unit includes one Class A Ordinary Share and one Common Warrant; each Pre-Funded Unit includes one Pre-Funded Warrant and one Common Warrant. The Pre-Funded Warrants are exercisable upon issuance (subject to the beneficial ownership caps) and Common Warrants have an initial exercise price of $1.30 and a three-year term. The prospectus registers up to 2,984,250 Class A Ordinary Shares issuable upon exercise of the Pre-Funded Warrants and up to 4,615,500 Class A Ordinary Shares underlying the Common Warrants. Total gross proceeds assuming full sale and full Pre-Funded exercise are stated as $6,000,150, with estimated proceeds before expenses of $5,580,139.50. The securities trade on Nasdaq under ELPW, and the offering is expected to close on or about May 18, 2026. The prospectus highlights regulatory and operational risks of a Cayman holding company operating through PRC subsidiaries and PRC regulatory uncertainties.

Elong Power Holding Limited has filed a Form F-1 to register up to 1,431,127 Units (each Unit: one Class A Ordinary Share plus one Common Warrant) at an assumed offering price of $5.59 per Unit. The offering includes Pre-Funded Units for purchasers who would otherwise exceed 4.99% (or elect 9.99%) beneficial ownership limits.

The Common Warrants and Pre-Funded Warrants each cover one Class A Ordinary Share, have a three-year term, and Common Warrants carry an assumed exercise price of $5.59. The Placement Agent is Maxim Group LLC (7% fee). The prospectus highlights regulatory and operational risks tied to the company’s Cayman holding structure and PRC operations, PCAOB inspection uncertainty relating to its auditor, and foreign regulatory filing requirements under the Overseas Listing Trial Measures.

Elong Power Holding Limited files its Form 20-F annual report for the year ended December 31, 2025 as a Cayman Islands holding company for PRC battery energy storage operations. The company reports net losses of $7.4 million in 2023, $30.1 million in 2024 and $5.6 million in 2025, reflecting continued heavy investment and early-stage scale.

As of December 31, 2025, Elong had 34,604 Class A Ordinary Shares and 4,515 Class B Ordinary Shares outstanding, with a dual-class structure that concentrates voting power with the CEO and affiliates. The report emphasizes extensive China-related legal, regulatory, foreign exchange and cash-transfer risks, potential trading prohibitions under the HFCAA, and uncertainties around PRC approvals and enforcement. It also details significant credit risk in trade receivables and large bad debt provisions, while highlighting intense global competition and rapid technology change in lithium-based energy storage.

Elong Power Holding Limited disclosed a related-party debt-for-equity transaction with its CEO and chairwoman, Xiaodan Liu. A prior RMB0.8 million ($117,076) loan to the group, bearing 8% annual interest and transferred to the company, had an outstanding balance of $117,076 in principal and $9,230 in accrued interest as of April 10, 2026.

On April 8, 2026, the company entered a Partial Loan Settlement Agreement with Ms. Liu and Gracedan Co., Limited under which it agreed to issue 10,000 Class B ordinary shares at $1.56 per share to settle $15,600 of the loan principal. The shares were issued on April 13, 2026 under exemptions from registration in Section 4(a)(2) of the Securities Act of 1933 and Regulation S.

Elong Power Holding Limited has transferred the listing of its Class A ordinary shares from the Nasdaq Global Market to the Nasdaq Capital Market, effective at the opening of business on April 1, 2026, with no change to its “ELPW” ticker or CUSIP.

The move follows earlier Nasdaq notices that the company’s Market Value of Listed Securities had fallen below the $50 million minimum and its Market Value of Publicly Held Shares below the $15 million minimum required for the Global Market. After the transfer, Nasdaq informed Elong Power on April 1, 2026 that it had regained compliance with Listing Rules 5550(b)(1) and 5550(a)(5) applicable to the Capital Market, and both deficiency matters were closed.

Elong Power Holding Limited filed a report describing a technical update to its corporate documents following a previously disclosed 80-for-1 share consolidation. The company amended and restated its memorandum and articles of association to adjust the number of authorized ordinary shares and their par value in line with the new share structure.

The filing attaches the Fifth Amended and Restated Memorandum and Articles of Association as an exhibit, providing the formal legal framework that reflects the consolidation disclosed in an earlier report on Form 6-K dated March 10, 2026.