Elong Power (ELPW) enacts 16-for-1 reverse split to target $1.00 Nasdaq bid

Rhea-AI Filing Summary

Elong Power Holding Limited implemented a reverse stock split to help meet Nasdaq’s minimum share price rules. The company’s board approved a 16-for-1 share consolidation, effective December 2, 2025, combining every sixteen Class A or Class B ordinary shares into one new share and rounding any fractional interests up to a full share.

After the consolidation, outstanding shares changed from approximately 61.3 million Class A and 5.8 million Class B ordinary shares with a par value of $0.00001 each to approximately 3.8 million Class A and 0.4 million Class B ordinary shares with a par value of $0.00016 each. The company also adjusted the number of authorized shares and par value in its governing documents.

On December 26, 2025, the Class A ordinary shares began trading on the Nasdaq Global Market on a post-split basis under the symbol "ELPW". The consolidation is intended to help the company regain compliance with Nasdaq’s $1.00 minimum bid price requirement, for which it has until April 1, 2026, although there is no assurance compliance will be achieved.

Insights

Equity Capital Markets Analyst

Elong Power executed a 16-for-1 reverse split to support Nasdaq listing compliance.

The company combined every sixteen outstanding Class A and Class B ordinary shares into one new share, effective on December 2, 2025, and rounded any resulting fractional positions up to a full share. This reduced outstanding stock from approximately 61.3 million Class A and 5.8 million Class B ordinary shares to about 3.8 million Class A and 0.4 million Class B ordinary shares, while proportionally increasing par value to $0.00016 per share and adjusting authorized share counts.

Reverse stock splits are accounting changes to share count and per-share price, not direct changes to company value, but they can affect trading dynamics and investor perception. Here, the stated goal is to help meet Nasdaq’s $1.00 minimum bid price requirement under Listing Rule 5450(a)(1). Actual impact will depend on whether the post-consolidation trading price of the Class A ordinary shares stays at or above $1.00 for at least ten consecutive business days before April 1, 2026, the deadline referenced for regaining compliance.

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FAQ

What did Elong Power Holding Limited (ELPW) change about its share structure?

Elong Power Holding Limited implemented a 16-for-1 reverse stock split, effective December 2, 2025. Every sixteen outstanding Class A or Class B ordinary shares were combined into one new share, with any fractional amounts rounded up to a full share. This reduced outstanding shares and increased the par value per share to $0.00016.

How did the reverse stock split affect ELPW’s outstanding shares?

Following the consolidation, outstanding shares changed from approximately 61.3 million Class A and 5.8 million Class B ordinary shares at a par value of $0.00001 each to about 3.8 million Class A and 0.4 million Class B ordinary shares at a par value of $0.00016 each.

When did ELPW begin trading on a post–reverse split basis on Nasdaq?

Elong Power’s Class A ordinary shares began trading on the Nasdaq Global Market on a post–reverse split basis upon the market opening on December 26, 2025, continuing under the symbol "ELPW". The company also received a new CUSIP number, G3016G111.

Why did Elong Power conduct the 16-for-1 reverse stock split?

The reverse stock split is intended to help regain compliance with Nasdaq’s $1.00 minimum bid price requirement under Listing Rule 5450(a)(1). The company has until April 1, 2026 for its Class A ordinary shares to have a closing bid price at or above $1.00 per share for at least ten consecutive business days, although there is no assurance this will occur.

Did Elong Power change its authorized share capital in connection with the split?

Yes. The company adjusted the number of authorized ordinary shares and the par value in proportion to the 16-for-1 consolidation, to 125,000,000,000 Class A ordinary shares and 31,250,000,000 Class B ordinary shares, each with a par value of $0.00016, and amended and restated its memorandum and articles of association to reflect these changes.

Were fractional shares issued to ELPW shareholders in the reverse stock split?

No fractional shares were issued. Instead, any shareholder who would have been entitled to a fractional share as a result of the 16-for-1 consolidation received one full post-split Class A or Class B ordinary share, as applicable.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of December 2025

Commission File Number:001-42416

Elong Power Holding Limited

3 Yan Jing Li Zhong Jie

Jiatai International Plaza

Block B, Room 2110

Beijing, China 100025

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F ☒ Form 40-F ☐

As previously disclosed on the report on Form 6-K of Elong Power Holding Limited (the “Company”), at the annual general meeting of shareholders of the Company held on November 24, 2025, it was approved and authorized, among others, that

	(i)	(A) one or more share consolidations of the Company’s issued and unissued Class A ordinary shares and Class B ordinary shares at a ratio of not less than two (2)-for-one (1) and not more than five-hundred (500)-for-one (1) aggregately, with the exact ratio to be set at a whole number within the aforementioned range and the exact date to be determined by the Board of Directors of the Company (the “Board”) in its sole discretion within two years after the date of November 24, 2025 provided that the aggregate ratio shall not exceed five-hundred (500)-for-one (1) and that no fractional share shall arise from the share consolidations, and (B) any fractional shares resulting from the share consolidations be rounded up to the nearest whole Class A ordinary shares or and Class B ordinary shares ;
	(ii)	the Board do all other such acts and things as the Board considers necessary or desirable for the purposes of the share consolidations, including determining the consolidation range and the exact date of the share consolidations and instructing the registered office provider or transfer agent of the Company to complete the necessary corporate record(s) and filing(s) to reflect the share consolidations; and
	(iii)	the second amended and restated memorandum and articles of association of the Company be amended and restated by their deletion in their entirety and the substitution in their place with the third amended and restated memorandum and articles of association to reflect the share capital increase and the share consolidations, with effect from the effective date of the share capital increase and the Share consolidations.

According to the unanimous written resolutions of the Board passed on December 2, 2025, the share consolidation at the ratio of sixteen (16)-for-one (1) and the rounding up of any fractional shares resulting from the share consolidation to the nearest whole ordinary share to be effective on December 2, 2025 (the “Share Consolidation”) were approved and took effect on December 2, 2025.

Upon the opening of the market on December 26, 2025, the Company’s Class A ordinary shares of a par value of US$0.00016 each began trading on the Nasdaq Global Market (“Nasdaq”) on a post-Share Consolidation basis under the current symbol “ELPW”. The new CUSIP number following the Share Consolidation is G3016G111.

The Share Consolidation reduced the number of outstanding shares of the Company from approximately 61.3 million Class A ordinary shares of a par value of US$0.00001 each and approximately 5.8 million Class B ordinary shares of a par value of US$0.00001 each to approximately 3.8 million Class A ordinary shares of a par value of US$0.00016 each and approximately 0.4 million Class B ordinary shares of a par value of US$0.00016 each, respectively. Every sixteen (16) outstanding Class A ordinary shares or Class B ordinary shares were combined into and automatically become one post-Share Consolidation Class A ordinary shares or Class B ordinary shares, respectively. No fractional shares were issued in connection with the Share Consolidation. Instead, the Company issued one full post-Share Consolidation Class A ordinary shares or Class B ordinary shares, as applicable, to any shareholder who would have been entitled to receive a fractional share as a result of the process. The par value of the Class A ordinary shares and Class B ordinary shares was increased in proportion to the ratio of the Share Consolidation to $0.00016 per share and the number of authorized ordinary shares was reduced in proportion to the ratio of the Share Consolidation to 125,000,000,000 class A ordinary shares of a par value of US$0.00016 each and 31,250,000,000 class B ordinary shares of a par value of US$0.00016 each.

The Share Consolidation is intended for the Company to regain compliance with a minimum bid price of $1.00 per share for continued listing on Nasdaq, as set forth in Nasdaq Listing Rule 5450(a)(1) (the “Minimum Bid Requirement”). As previously disclosed on a report on Form 6-K, Nasdaq provided the Company until April 1, 2026 to regain compliance. To regain compliance, the closing bid price of the Company’s Class A ordinary shares must meet or exceed $1.00 per share for a minimum of ten consecutive business days during this period. There can be no assurance that the Company will be able to regain compliance with the Minimum Bid Requirement.

In connection with the Share Consolidation, the Company amended and restated its memorandum and articles of association to reflect the adjustment of the number of authorized ordinary shares and the par value, which became effective on December 2, 2025. Attached to this report on Form 6-K as Exhibit 1.1 is a copy of such third amended and restated memorandum and articles of association.

Attached to this report as Exhibit 99.1 is a copy of the press release dated December 23, 2025 titled “Elong Power Holding Limited Announces Effective Date of Reverse Stock Split”.

EXHIBIT INDEX

Exhibit No.		Description
1.1		Third Amended And Restated Memorandum And Articles Of Association
99.1		Press Release – Elong Power Holding Limited Announces Effective Date of Reverse Stock Split, dated December 23, 2025

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Elong Power Holding Limited
Date: December 29, 2025	By:	/s/ Xiaodan Liu
	Name:	Xiaodan Liu
	Title:	Chief Executive Officer and Chairwoman of the Board of Directors