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 OF
THE SECURITIES EXCHANGE ACT OF 1934
For
the month of May 2026
Commission
File Number 001-42416
Elong
power holding limited
(Translation
of registrant’s name into English)
3
Yan Jing Li Zhong Jie
Jiatai
International Plaza
Block
B, Room 2110
Beijing, China 100025
(Address
of 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 ☐
On
May 15, 2026, Elong Power Holding Limited (the “Company”) entered into those certain securities purchase agreements (the
“Securities Purchase Agreements”) with the investors named therein (the “Purchasers”), pursuant to which the
Company agreed to issue and sell, in a best-efforts registered offering (the “Offering”), 1,631,250 units (the “Units”),
each consisting of one Class A ordinary share, par value of US$0.0128 per share (each a “Class A Ordinary Share”) and with
one warrant (each a “Common Warrant”), each to purchase up to one Class A Ordinary Share, at an offering price of US$1.30
per Unit; and 2,984,250 pre-funded units (the “Pre-Funded Units”), with each Pre-Funded Unit consisting of (i) one pre-funded
warrant (each a “Pre-Funded Warrant”) to purchase one Class A Ordinary Share and (ii) one Common Warrant, at an offering
price equal to the price per Unit being sold in this offering, minus $0.001, for gross proceeds of approximately $6 million, before deducting
placement agent fees, expenses and other estimated expenses payable by the Company.
Each
Pre-Funded Warrant is exercisable immediately on the date of issuance at an exercise price of $0.001 per Class A Ordinary Share. Each
Common Warrant is exercisable immediately on the date of issuance at an initial exercise price of US$1.30 per share (representing 100%
of the offering price of $1.30 per Unit) and will expire three (3) years from the date of issuance.
The
exercise price and the number of shares issuable under the Common Warrants will be proportionately adjusted in the event of certain transactions
involving our Class A Ordinary Shares, including stock dividends or share splits, certain distributions and dividends, and rights offerings.
Notwithstanding the foregoing, if at any time while the Common Warrants are outstanding, there occurs any share split, share dividend,
reverse share split, or share combination, recapitalization or other similar transaction involving the Class A Ordinary Shares (each,
a “Share Combination Event”, and the date of that Share Combination Event (or if the Share Combination Event occurs after
the close of trading on the principal market, the trading day following that date), the “Share Combination Event Date”),
then, in addition and after giving effect to the adjustments for that Share Combination Event elsewhere in the Common Warrants, the exercise
price shall be reduced, but in no event increased, to the lowest VWAP during the period commencing five consecutive trading days immediately
preceding and the five consecutive trading days immediately following the Share Combination Event Date (as applicable, the “Event
Market Price”); provided, that in calculating the Event Market Price, the VWAP for Trading Days prior to the Share Combination
Event Date shall be the VWAP reported after adjusting for the Share Combination Event. The number of shares issuable under the Common
Warrants will be increased such that the aggregate exercise price, after taking into account the decrease in the exercise price, shall
be equal to the aggregate exercise price on the issuance date for the warrant shares then outstanding.
The
Common Warrants also contain certain downward adjustment mechanism and anti-dilution provisions. If at any time while the Common Warrants
are outstanding, the Company sell, enters into an agreement to sell, or grants any option to purchase, or sell or grant
any right to reprice, or otherwise dispose of or issue (or announce any offer, sale, grant or any option to purchase or other disposition)
any Class A Ordinary Shares or securities convertible or exercisable into Class A Ordinary Shares, excerpt for certain exempt issuances
(each a “Subsequent Equity Sale”) for a per share price less than the then effective exercise price of the Common Warrant
in effect immediately prior to such Subsequent Equity Sale (such lower price, the “Base Share Price”), the exercise price
of the Common Warrant shall be reduced to the lower of (1) the Base Share Price and (2) the lowest VWAP during the period commencing
five consecutive trading days immediately preceding and ending on the fifth trading day immediately following the consummation of such
Dilutive Issuance (as applicable, the “New Issuance Price” and such period, the “New Issuance Adjustment Period”),
effective as of the close of trading on the last trading day of the New Issuance Adjustment Period. Notwithstanding the foregoing, if
the Company enters into a variable rate transaction, the exercise price of the Common Warrant shall be reduced to the lowest possible
price, conversion price or exercise price at which such securities may be issued, converted or exercised.
Other
than the adjustments above, in no event shall the exercise price of the Common Warrants be reduced below a floor price of $0.388, as
adjusted for share dividends, share splits, stock combinations and other similar transactions.
The
Securities Purchase Agreements contain customary representations, warranties and covenants of the Company and the Purchasers, as well
as customary indemnification obligations of the parties. The Offering closed on May 18, 2026. The Company intends to use the net proceeds
from the offering for the working capital and other general corporate purposes.
Maxim
Group LLC acted as the sole placement agent (the “Placement Agent”) in the Offering pursuant to a Placement Agency Agreement
dated May 15, 2026, by and between the Company and the Placement Agent. Pursuant to the Placement Agency Agreement, the Placement Agent
will receive at the closing of the offering a fee of 7.0% of the gross proceeds of the offering and reimbursement of up to $100,000 for
its actual and accountable out-of-pocket expenses and disbursements related to the offering.
In
connection with the Offering, each of the Company’s directors and executive officers entered into lock-up agreements (the “Lock-up
Agreements”) with the Placement Agent pursuant to which they agreed, subject to customary exceptions, not to sell, transfer, or
otherwise dispose of any of the Company’s securities for a period of 90 days following the closing of the Offering.
The
foregoing descriptions of the Placement Agency Agreement, Prefunded Warrants, Common Warrants, Securities Purchase Agreement, and Lock-up
Agreements are qualified by reference to the full text of such documents, which are furnished as Exhibit 1.1, 4.1, 4.2, 10.1 and 10.2,
respectively, to this report.
The
securities in the offering were offered pursuant to the Company’s registration statement on Form F-1 (File No. 333-295783), as
amended, which was initially filed with the Securities and Exchange Commission (the “SEC”) on May 12, 2026 and declared effective
by the SEC on May 14, 2026.
In
connection with the Offering, the Company issued a press release on May 15, 2026 announcing the pricing of the offering and a press release
on May 18, 2026 announcing the closing of the Offering, respectively. A copy of each press release is furnished as Exhibit 99.1 and Exhibit
99.2 to this report, respectively.
This
Report shall not constitute an offer to sell or a solicitation of an offer to buy any Class A Ordinary Shares or Common Warrants, nor
shall there be any sale of Class A Ordinary Shares or Common Warrants in any state or jurisdiction in which such an offer, solicitation
or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
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.
| Date: May 19, 2026 |
Elong
Power Holding Limited |
| |
|
|
| |
By: |
/s/
Xiaodan Liu |
| |
|
Xiaodan
Liu |
| |
|
Chief
Executive Officer |
EXHIBIT
INDEX
| Exhibit No. |
|
Description of Exhibits |
| |
|
|
| 1.1 |
|
Form of Placement Agency Agreement |
| |
|
|
| 4.1 |
|
Form of Pre-Funded Warrant |
| |
|
|
| 4.2 |
|
Form of Common Warrant |
| |
|
|
| 10.1 |
|
Form of Securities Purchase Agreement |
| |
|
|
| 10.2 |
|
Form of Lock-up Agreement |
| |
|
|
| 99.1 |
|
Press Release, dated May 15, 2026 |
| |
|
|
| 99.2 |
|
Press Release, dated May 18, 2026 |
Exhibit
99.1
Elong
Power Holding Limited Announces Pricing of US$6.0 Million Public Offering
BEIJING,
May 15, 2026 (GLOBE NEWSWIRE) — Elong Power Holding Limited (Nasdaq: ELPW) (“Elong Power” or the “Company”),
a comprehensive provider dedicated to the R&D, sales and scenario-oriented system solutions of lithium-ion battery energy storage
systems, today announced the pricing of its registered offering of 4,615,500 units (each, a “Unit”), on a best efforts basis,
at an offering price of US$1.30 per Unit (the “Offering”).
Each
Unit consists of one Class A ordinary share of the Company (or pre-funded warrant in lieu thereof), with a par value of US$0.0128 per
share, and one common warrant to purchase one Class A ordinary share of the Company (the “Common Warrant”). The aggregate
gross proceeds from the Offering are expected to be approximately US$6.0 million, prior to deducting placement agent fees, legal fees,
administrative and other offering-related expenses.
Each
Common Warrant will be immediately exercisable upon issuance at an initial exercise price of US$1.30, which is equal to the public offering
price per Unit. The warrant exercise price is subject to customary anti-dilution adjustments in connection with share splits, share combinations,
dividend distributions, subsequent equity sale and other corporate restructurings. The warrants will expire on the third anniversary
of the issuance date.
The
closing of the Offering is currently expected to take place on May 18, 2026, subject to the satisfaction of customary closing conditions
set forth in the Securities Purchase Agreements and related transaction documents. The Company intends to use the net proceeds from the
Offering for working capital requirements, general corporate purposes, as well as further product iteration & development and production
capacity expansion.
Maxim
Group LLC is acting as the sole placement agent for the Offering. 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 placement agent, in connection with the Offering.
The
Company’s Registration Statement on Form F-1 (File No. 333-295783) was filed with the U.S. Securities and Exchange Commission (SEC)
and declared effective on May 14, 2026. The Offering is being made exclusively by means of a prospectus contained within the effective
F-1 registration statement, copies of which may be obtained by contacting Maxim Group LLC, at 300 Park Avenue, 16th Floor, New York,
NY 10022, attention: Syndicate Department, or by telephone at (212) 895-3745 or by email at syndicate@maximgrp.com. Copies of the registration
statement can be accessed through the SEC website at www.sec.gov.
This
press release is for informational purposes only and does not constitute an offer to sell or a solicitation of an offer to buy any securities.
No offering, sale or solicitation shall be permitted in any jurisdiction where such offering or sale would be unlawful prior to registration,
exemption or qualification under the local securities laws of such jurisdiction.
About
Elong Power
Elong
Power Holding Limited is an exempted company incorporated under the laws of the Cayman Islands. Adhering to its development strategy
of “Asset-Light, R&D-Intensive, AI + Energy Storage, Global Scenario Layout”, the Company focuses on lithium battery
energy storage system core business, with strategic layout covering overseas residential & commercial and industrial (C&I) energy
storage, as well as grid-side energy storage in China. The Company is committed to delivering high-reliability, cost-effective and intelligent
energy storage system solutions to global customers. Elong Power is chaired and led by Ms. Xiaodan Liu as Chief Executive Officer.
Forward-looking
Statements
This
press release contains 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. These forward-looking statements are subject to substantial risks and uncertainties that may cause
actual results, performance or achievements to differ materially from those expressed or implied, including without limitation: the Company’s
ability to complete the Offering in accordance with the expected timeline and terms; satisfaction of closing conditions; the planned
use and actual deployment of net proceeds; adverse changes in global market conditions and capital market sentiment; risks relating to
the Company’s business strategy adjustment and asset optimization; the ability to maintain the Company’s Nasdaq listing status;
changes in industry policies and regulatory rules; future capital financing needs; and other risk factors disclosed in the Company’s
periodic filings and subsequent submissions with the SEC, including its Annual Report on Form 20-F. All forward-looking statements speak
only as of the date of this press release, and the Company undertakes no obligation to publicly update or revise any forward-looking
statements except as required by applicable law.
Investor
& Media Contact
Elong
Power Investor Relations
Email:
ir@elongpower.com
Exhibit
99.2
Elong
Power Holding Limited Announces Closing of US$6.0 Million Public Offering
BEIJING,
May 18, 2026 (GLOBE NEWSWIRE) — Elong Power Holding Limited (Nasdaq: ELPW) (“Elong Power” or the “Company”),
a comprehensive provider dedicated to the R&D, sales and scenario-oriented system solutions of lithium-ion battery energy storage
systems, today announced the closing of its previously announced registered public offering conducted on a best-efforts basis.
The
Company issued an aggregate of 4,615,500 units (each, a “Unit”) at an offering price of US$1.30 per Unit (the “Offering”).
Each Unit consists of one Class A ordinary share of the Company (or pre-funded warrant in lieu thereof), with a par value of US$0.0128
per share, and one common warrant to purchase one Class A ordinary share of the Company (the “Common Warrant”).
Each
Common Warrant is immediately exercisable upon issuance at an initial exercise price of US$1.30, which is equal to the public offering
price per Unit. The warrant exercise price is subject to customary anti-dilution adjustments in connection with share splits, share combinations,
dividend distributions, subsequent equity sale and other corporate restructurings. The warrants will expire on the third anniversary
of the issuance date.
The
company received total gross proceeds of approximately US$6.0 million, prior to deducting placement agent fees, legal fees, administrative
and other offering-related expenses. The Company intends to use the net proceeds from the Offering for working capital requirements,
general corporate purposes, as well as further product iteration & development and production capacity expansion.
Maxim
Group LLC acted as the sole placement agent for the Offering. Ortoli Rosenstadt LLP acted as U.S. securities counsel to the Company,
and Pryor Cashman LLP acted as U.S. securities counsel to the placement agent, in connection with the Offering.
The
Company’s Registration Statement on Form F-1 (File No. 333-295783) was filed with the U.S. Securities and Exchange Commission (SEC)
and declared effective on May 14, 2026. The Offering was made exclusively by means of a prospectus contained within the effective F-1
registration statement, copies of which may be obtained by contacting Maxim Group LLC, at 300 Park Avenue, 16th Floor, New York, NY 10022,
attention: Syndicate Department, or by telephone at (212) 895-3745 or by email at syndicate@maximgrp.com. Copies of the registration
statement can be accessed through the SEC website at www.sec.gov.
This
press release is for informational purposes only and does not constitute an offer to sell or a solicitation of an offer to buy any securities.
No offering, sale or solicitation shall be permitted in any jurisdiction where such offering or sale would be unlawful prior to registration,
exemption or qualification under the local securities laws of such jurisdiction.
About
Elong Power
Elong
Power Holding Limited is an exempted company incorporated under the laws of the Cayman Islands. Adhering to its development strategy
of “Asset-Light, R&D-Intensive, AI + Energy Storage, Global Scenario Layout”, the Company focuses on lithium battery
energy storage system core business, with strategic layout covering overseas residential & commercial and industrial (C&I) energy
storage, as well as grid-side energy storage in China. The Company is committed to delivering high-reliability, cost-effective and intelligent
energy storage system solutions to global customers. Elong Power is chaired and led by Ms. Xiaodan Liu as Chief Executive Officer.
Forward-looking
Statements
This
press release contains 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. These forward-looking statements are subject to substantial risks and uncertainties that may cause
actual results, performance or achievements to differ materially from those expressed or implied, including without limitation: the Company’s
ability to complete the Offering in accordance with the expected timeline and terms; satisfaction of closing conditions; the planned
use and actual deployment of net proceeds; adverse changes in global market conditions and capital market sentiment; risks relating to
the Company’s business strategy adjustment and asset optimization; the ability to maintain the Company’s Nasdaq listing status;
changes in industry policies and regulatory rules; future capital financing needs; and other risk factors disclosed in the Company’s
periodic filings and subsequent submissions with the SEC, including its Annual Report on Form 20-F. All forward-looking statements speak
only as of the date of this press release, and the Company undertakes no obligation to publicly update or revise any forward-looking
statements except as required by applicable law.
Investor
& Media Contact
Elong
Power Investor Relations
Email:
ir@elongpower.com
