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Elong Power Holding Limited (ELPW) is registering up to 2,583,496 Class A Ordinary Shares, par value $0.576, for resale by existing warrant holders. The shares are issuable upon exercise of May, July and August 2026 Common Warrants previously sold in underwritten and registered offerings; all resale proceeds will go to the selling shareholders.
Elong is a Cayman Islands holding company whose energy-storage business is conducted through a PRC subsidiary, so investors hold equity in the Cayman entity, not directly in the China operating company. The company has a dual‑class structure, with Class A shares carrying one vote and Class B shares 200 votes, and has executed several large reverse share consolidations. Operations and future offerings are subject to PRC regulatory regimes (including Overseas Listing Trial Measures and HFCAA‑related audit oversight), foreign‑exchange and dividend‑remittance constraints, and evolving cybersecurity and anti‑monopoly rules. Elong states it does not expect to pay cash dividends in the foreseeable future and intends to retain earnings for growth.
Elong Power Holding Ltd. (ELPW) reports technical adjustments to its outstanding common warrants following a previously implemented forty-five-for-one August 2026 share consolidation. Under the anti-dilution and downward adjustment mechanisms in the warrants, both the exercise price and the number of underlying Class A Ordinary Shares were recalculated over a defined Share Combination Adjustment Period tied to the lowest volume-weighted average price. As of the close of trading on August 17, 2026, the exercise price of the Common Warrants was reset to $3.80 per share, and the aggregate number of warrant shares was adjusted to approximately 3,193,862 Class A Ordinary Shares, preserving the same total aggregate exercise price that applied on the original issuance dates.
Elong Power Holding Limited filed an amended report to correct the record date for its extraordinary general meeting (EGM) to July 28, 2026 and the meeting time to August 27, 2026, 10:00 a.m. Beijing Time. Shareholders will vote on ratifying a previously approved 45-for-1 Share Consolidation effective August 10, 2026 and the related Sixth Amended and Restated Memorandum and Articles of Association.
The EGM also covers a large authorized capital increase to 500,000,000,000 shares (par US$0.576) followed by a Share Capital Reduction and Reorganization to total capital of US$50,000 at par US$0.0000001, adoption of a Seventh Amended and Restated M&A, and a flexible Further Share Consolidation (10:1, 20:1, 50:1 or 80:1) intended to help maintain compliance with Nasdaq’s US$1.00 minimum bid price. As of the record date there were 23,028,289 Class A and 114,515 Class B shares outstanding, with Class B carrying 200 votes per share.
Elong Power Holding Limited is calling an extraordinary general meeting on August 27, 2026 to seek shareholder approval for a series of complex capital and governance changes. The centerpiece is ratification of an already-board-approved 45‑for‑1 Share Consolidation effective August 10, 2026, converting every forty‑five Class A or Class B ordinary shares of US$0.0128 par value into one share of US$0.576 par value. This changes authorized share capital from US$240,000,000 divided into 18,750,000,000 ordinary shares to 416,666,666 ordinary shares at the higher par value. A related proposal would ratify the Sixth Amended and Restated Memorandum and Articles of Association to reflect this.
Further proposals would: (i) amend notice provisions so mailed notices are deemed served after three instead of five days; (ii) increase authorized capital to US$288,000,000,000 then reduce and reorganize it down to US$50,000 divided into 500,000,000,000 shares of US$0.0000001 par value each, supported by a directors’ solvency statement; (iii) adopt a Seventh Amended and Restated M&A to capture these changes; and (iv) authorize a conditional “Further Share Consolidation” at ratios of 10:1, 20:1, 50:1 or 80:1, triggered by specified price ranges below US$1.00 to help address Nasdaq’s minimum bid price rule. Shareholders are also asked to approve technical M&A updates tied to any further consolidation, a general authorization to implement all actions, and the ability to adjourn the meeting if more time is needed to obtain votes.
Elong Power Holding Limited has a Schedule 13G/A filing showing that CVI Investments, Inc. and Heights Capital Management, Inc. together report beneficial ownership of 724,560 Class A Ordinary Shares, representing 9.9% of the class. These Shares consist of stock issuable upon exercise of pre-funded warrants and other warrants, which include a 9.99% beneficial ownership limitation so that exercises cannot push their aggregate holdings above that threshold under Section 13(d) of the Exchange Act. Exhibit 10.2 to a Form 6-K indicates there were 6,528,289 Shares outstanding as of June 23, 2026, providing context for the ownership percentage. Heights Capital Management, Inc., a Delaware entity, is investment manager to CVI Investments, Inc., organized in the Cayman Islands, and may be deemed to share voting and dispositive power over these Shares, while both Reporting Persons disclaim beneficial ownership beyond their pecuniary interest.
Elong Power Holding Limited completed a forty-five-for-one share consolidation of its Class A and Class B ordinary shares, effective for Nasdaq Capital Market trading on August 10, 2026. This action is intended to help maintain compliance with Nasdaq Listing Rule 5810(c)(3)(A)(iii) on the minimum closing bid price of $0.10.
The consolidation reduced outstanding shares from approximately 35 million to approximately 0.78 million Class A shares and from approximately 114,515 to approximately 2,545 Class B shares, while proportionally increasing par value to $0.576 per share and reducing authorized shares. Warrants were proportionately adjusted, with the aggregate exercise price preserved and the exercise price reset to $4.38 per share as of August 10, 2026. The company also adopted a sixth amended and restated memorandum and articles of association to reflect these capital changes.
Elong Power Holding Limited completed a registered best-efforts public offering of 11,466,666 units at US$0.12 per Unit, raising approximately US$1.38 million in gross proceeds. Each Unit includes one Class A ordinary share and one common warrant exercisable immediately at US$0.12 for three years.
The common warrants feature adjustment and anti-dilution mechanisms, including resets tied to VWAP and future equity sales, subject to a US$0.035 floor on the exercise price. Maxim Group LLC earned a 7.0% placement fee plus up to US$100,000 of expenses, and directors and executive officers agreed to 90-day lock-ups.
The August offering also triggers “Dilutive Issuance” provisions in warrants issued in May and July 2026, causing their exercise prices to reset to the lowest of the August unit purchase price, the new warrant exercise price, and the lowest Class A share VWAP over a specified 10-trading-day period.
Elong Power Holding Limited, a Cayman Islands holding company with operations conducted through its PRC subsidiary, is conducting a primary offering of up to 11,466,666 Units on a best-efforts basis at US$0.12 per Unit. Each Unit consists of one Class A Ordinary Share and one Common Warrant to purchase one Class A Ordinary Share at an exercise price of US$0.12 for three years, subject to a 4.99% (or 9.99% at the investor’s election) beneficial ownership cap.
The company is also registering up to 11,466,666 Class A Ordinary Shares issuable upon exercise of the Common Warrants. Assuming all Units are sold, gross proceeds are US$1,375,999.92, Placement Agent fees are 7% (US$96,319.99), and proceeds before expenses are US$1,279,679.93, with estimated issuer expenses of about US$180,000. The Common Warrants will not be listed and may have limited liquidity.
Elong’s Class A Ordinary Shares trade on Nasdaq under “ELPW”; the last reported price was US$0.1752 per share on July 31, 2026. The company highlights substantial legal and operational risks from operating in China, evolving PRC regulations (including Overseas Listing Trial Measures, cybersecurity, anti-monopoly rules), foreign-exchange and dividend constraints, and potential HFCAA-related trading prohibitions, any of which could materially affect operations or render its securities significantly less valuable.
Alta Partners LLC, a New York limited liability company, reports beneficial ownership in Elong Power Holding Ltd. Class A Ordinary Shares. Alta Partners holds warrants exercisable into 1,609,686 Class A Ordinary Shares, subject to a 9.99% beneficial ownership limitation in those warrants.
The filing states this represents 9.99% of the Class A Ordinary Shares. Alta Partners has sole voting power and sole dispositive power over all 1,609,686 shares and no shared voting or dispositive power. The report is signed by Steven Cohen, Managing Member of Alta Partners LLC.