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 March 2026
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 ☐
At
the extraordinary general meeting (the “EGM”) of shareholders of Elong Power Holding Limited (the “Company”)
held on January 6, 2026 Beijing Time (January 5, 2026, Eastern Time), the following matters, among others, were approved and authorized:
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(i) |
(A)
the implementation of a new round of share consolidations of the Company’s issued and unissued Class A ordinary shares and
Class B ordinary shares , par value US$0.00016 each, at any one time or multiple times during a period of up to two years of the
date of the EGM, at the exact consolidation ratio and effective time as the Board may determine from time to time in its absolute
discretion, provided that the accumulative consolidation ratio for all such share consolidations (collectively, the “Share
Consolidations” and each, a “Share Consolidation”) shall not be more than 4000:1; (B) the authorization of the
Board, at its absolute and sole discretion, to implement one or more Share Consolidations, and determine the exact consolidation
ratio and effective date of each of such Share Consolidations during a period of two (2) years of the date of the EGM; (C) the authorization
of the Board to settle as the Board considers expedient any difficulty which arises in relation to the Share Consolidations so that
no fractional shares be issued in connection with the Share Consolidations and all fractional shares resulting from the Share Consolidations
will be rounded up to the whole number of shares; and (D) if and when deemed advisable by the Board in its sole discretion, the authorization
of any director or officer of the Company, of and on behalf of the Company, to do all such other acts and things and execute all
such documents necessary or desirable to implement the Share Consolidations; |
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(ii) |
entirely
conditional upon the implementation of a Share Consolidation with the exact consolidation ratio and the effective date of such Share
Consolidation as determined by the Board, the adoption of an amended and restated memorandum and articles of association in substitution
for and to the exclusion of, the memorandum and articles of association of the Company in effect immediately prior to the implementation
of such Share Consolidation, to solely reflect such Share Consolidation, so long as it is implemented within two (2) years after
the conclusion of the EGM (the “Adoption of New M&A upon Each Share Consolidation”); and |
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(iii) |
That
(a) any one or more of directors of the Company be and is/are hereby authorized to do all such acts and things and execute all such
documents, which are ancillary to the Share Consolidations, Adoption of New M&A upon Each Share Consolidation and other proposals
under the foregoing resolutions, and of administrative nature, on behalf of the Company, including under seal where applicable, as
he/she/they consider necessary, desirable or expedient to give effect to the foregoing resolutions; (b) the registered office service
provider of the Company be and is hereby authorized and instructed to make the necessary filings with the Registrar of Companies
of the Cayman Islands in respect of the foregoing resolutions; and (c) the Company’s share registrar and/or transfer agent
be and is hereby instructed to update the register of members of the Company and that upon the surrender to the Company of the existing
share certificates (if any) that they be cancelled and that any director or officer of the Company instructed to prepare, sign, seal
and deliver on behalf of the Company new share certificates accordingly. |
According
to the unanimous written resolutions of the Board passed on March 5, 2026, the share consolidation at the ratio of eighty (80)-for-one
(1) (the “March 2026 Share Consolidation”) and the rounding up of any fractional shares resulting from the March 2026 Share
Consolidation to the nearest whole ordinary share were approved.
Upon
the opening of the market on March 12, 2026, the Company’s Class A ordinary shares will begin trading on the Nasdaq Global
Market (“Nasdaq”) on a post-March 2026 Share Consolidation basis under the current symbol “ELPW”.
Every
eighty (80) outstanding Class A ordinary shares or Class B ordinary shares will be combined into and will automatically
become one post-March 2026 Share Consolidation Class A ordinary shares or Class B ordinary shares, respectively. No fractional
shares will be issued in connection with the March 2026 Share Consolidation. Instead, the Company will issue one
full post-March 2026 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 new CUSIP number following the March 2026
Share Consolidation will be G3016G129.
The
March 2026 Share Consolidation will reduce the number of outstanding shares of the Company from approximately 113 million Class
A ordinary shares of a par value of US$0.00016 each and approximately 361,090 Class B ordinary shares of a par value of US$0.00016 each
to approximately 1.4 million Class A ordinary shares of a par value of US$0.0128 each and approximately 4,514 Class B ordinary shares
of a par value of US$0.0128 each, respectively. The par value of the Class A ordinary shares and Class B ordinary shares will be
increased in proportion to the ratio of the March 2026 Share Consolidation to $0.0128 per share and the number of authorized ordinary
shares will be reduced in proportion to the ratio of the March 2026 Share Consolidation to 15,000,000,000 Class A ordinary shares
and 3,750,000,000 Class B ordinary shares.
The
March 2026 Share Consolidation is intended for the Company to maintain compliance with Nasdaq Listing Rule 5810(c)(3)(A)(iii), which
requires issuers listed on Nasdaq to maintain a closing bid price of greater than $0.10.
Attached
to this report as Exhibit 99.1 is a copy of the press release dated March 6, 2026 titled “Elong Power Holding Limited Announces
the Change of Effective Date of its 1 for 80 Share Consolidations”.
EXHIBIT
INDEX
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press Release – Elong Power Holding Limited Announces Change of Effective Date of its 1 for 80 Share Consolidations, dated March 6, 2026 |
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.
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Elong
Power Holding Limited |
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| Date:
March 10, 2026 |
By: |
/s/
Xiaodan Liu |
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Name:
|
Xiaodan
Liu |
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Title: |
Chief
Executive Officer and Chairwoman of the Board of Directors |
Exhibit
99.1
Elong
Power Holding Limited Announces the Change of Effective Date of its 1 for 80 Share Consolidations
BEIJING,
March 6, 2026 — Elong Power Holding Limited (Nasdaq: ELPW) (the “Company”), a provider of high power battery technologies
for commercial and specialty alternative energy vehicles and energy storage systems, announced a share consolidation of the Company’s
issued and outstanding Class A ordinary shares and Class B ordinary shares at a ratio of 1 for 80 shares (the “Reverse Split”)
earlier today. The Company has announced a change of effective date of the Reverse Split. The Reverse Split will take effect at the open
of The Nasdaq Stock Market (“Nasdaq”) on March 12, 2026.
On
January 6, 2026, the Company held an extraordinary general meeting of the shareholders, and the shareholders approved to implement share
consolidations of the Company’s Class A ordinary shares and Class B ordinary shares at any one time or multiple times, at the exact
consolidation ratio and effective time as the Board may determine from time to time in its absolute discretion, provided that the accumulative
consolidation ratio for all such share consolidations shall not be more than 4000:1, and authorized the Board to implement such share
consolidations at any time during a period of up to two years of the date of the meeting. On March 5, 2026, the board approved implementation
of the Reverse Split at a ratio of 1 for 80 shares.
The
objective of the Reverse Split is to enable the Company to maintain compliance with Nasdaq Listing Rule 5810(c)(3)(A)(iii), which requires
issuers listed on Nasdaq to maintain a closing bid price of greater than $0.10.
Upon
the open of trading on March 12, 2026, the Company’s Class A ordinary shares will begin trading on a Reverse Split-adjusted basis,
under the same symbol “ELPW” but under a new CUSIP number, G3016G129.
As
a result of the Reverse Split, each 80 Class A ordinary shares with a par value of $0.00016 will automatically combine and convert into
one issued and outstanding Class A ordinary share with a par value of $0.0128. each 80 Class B ordinary shares with a par value of $0.00016
will automatically combine and convert into one issued and outstanding Class B ordinary share with a par value of $0.0128. The Reverse
Split will affect all shareholders uniformly and will not alter any shareholder’s percentage ownership interest in the Company,
except for minimal changes that may result from the treatment of fractional shares. No action is required by shareholders holding their
shares through a brokerage account.
No
fractional shares will be issued to any shareholders in connection with the Reverse Split, and each shareholder will be entitled to receive
one full Class A ordinary share or Class B ordinary share, as applicable, in the Company in lieu of the fractional share that would have
resulted from the Reverse Split.
At
the time the share consolidation is effective, the Company’s total issued and outstanding common shares will change from approximately
63 million to approximately 0.79 million. The Company’s authorized shares will be proportionally reduced.
About
Elong Power Holding Limited
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 contains forward-looking statements. Forward-looking statements include statements concerning plans, objectives, goals,
strategies, future events or performance, and underlying assumptions and other statements that are other than statements of historical
facts. When the Company uses words such as “may, “will, “intend,” “should,” “believe,”
“expect,” “anticipate,” “project,” “estimate” or similar expressions that do not relate
solely to historical matters, it is making forward-looking statements. Forward-looking statements are not guarantees of future performance
and involve risks and uncertainties that may cause the actual results to differ materially from the Company’s expectations discussed
in the forward-looking statements. These statements are subject to uncertainties and risks including, but not limited to, the uncertainties
related to market conditions and other factors discussed in the documents filed with the United States Securities and Exchange Commission
(the “SEC”). For these reasons, among others, investors are cautioned not to place undue reliance upon any forward-looking
statements in this press release. Additional factors are discussed in the Company’s filings with the SEC, which are available for
review at www.sec.gov. The Company undertakes no obligation to publicly revise these forward-looking statements to reflect events or
circumstances that arise after the date hereof.
For
more information, please contact:
Elong
Power Holding Limited
ir@elongpower.com
