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 August 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 ☐
Completion of Registered Offering
On August 3, 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 “August Offering”), 11,466,666 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$0.12 per Unit, for gross proceeds of approximately
$1.38 million, before deducting placement agent fees, expenses and other estimated expenses payable by the Company. The closing and
issuance of the Units was completed on August 4, 2026.
Each Common Warrant is exercisable immediately
on the date of issuance at an initial exercise price of US$0.12 per share (representing 100% of the offering price of $0.12 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 sells, enters
into an agreement to sell, or grant 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 issuance (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. For the avoidance of doubt, if any Common Warrants are exercised, on any given exercise
date during any such New Issuance Adjustment Period, solely with respect to such portion of such warrant converted on such applicable
exercise date, such applicable New Issuance Adjustment Period shall be deemed to have ended on, and included, the trading day immediately
prior to such exercise date. 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 $0.035, 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 August Offering closed on August 4, 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 August Offering pursuant to a Placement Agency Agreement dated August 3, 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 August 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 August Offering.
The foregoing descriptions of the Placement Agency
Agreement, 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, 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. 333-297612), as amended, which was initially filed with the Securities
and Exchange Commission (the “SEC”) on July 22, 2026 and declared effective by the SEC on July 28, 2026.
In connection with the August Offering,
the Company issued a press release on August 3, 2026 announcing the pricing of the offering and a press release on August 4, 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.
Adjustment
to Exercise Price of Issued and Outstanding Warrants
As
previously disclosed in the Reports on Form 6-K submitted by the Company, on May 18, 2026, the Company issued 1,631,250 of Class A Ordinary
Shares, 2,984,250 pre-funded warrants, each to purchase one Class A Ordinary Share at $0.001 per share, and 4,615,500 warrants, each
to purchase one Class A Ordinary Share at an initial exercise price of $1.30 per share (each, a “May Common Warrant”), for
gross proceeds of approximately $6 million, pursuant to certain securities purchase agreement dated May 15, 2026 (the “May Offering”).
The securities in the May 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 SEC on May 12, 2026 and declared effective by the SEC on May 14, 2026.
On
July 13, 2026, the Company issued 7,975,000 of Class A Ordinary Shares, 8,525,000 pre-funded warrants, each to purchase one Class A Ordinary
Share at $0.001 per share, and 16,500,000 warrants, each to purchase one Class A Ordinary Share at an initial exercise price of $0.40
per share (each, a “July Common Warrant”), for gross proceeds of approximately $6.6 million, pursuant to certain securities
purchase agreement dated July 10, 2026 (the “July Offering”). The securities in the July Offering were offered pursuant to
the Company’s registration statement on Form F-1 (File No. 333-297290), as amended, which was initially filed with the SEC on July
7, 2026 and declared effective by the SEC on July 9, 2026.
Pursuant
to section 3(h)(iv) of the May Common Warrants and the July Common Warrants, the August Offering constitutes a Dilutive Issuance, and
therefore, the exercise price of the May Common Warrants and the July Common Warrants will be adjusted to be the lowest of (x) the purchase
price of such offering price each Unit issued in the August Offering, (y) the exercise price of the Common Warrants issued in the August
Offering and (z) the lowest VWAP of the Class A Ordinary Shares on any trading day during the ten (10) trading day period (the “Adjustment
Period”) beginning five (5) trading days before and ending five (5) trading days immediately following the public announcement
of such Dilutive Issuance. If any May Common Warrants or July Common Warrants are exercised, on any given exercise date during any such
Adjustment Period, solely with respect to such portion of such warrant converted on such applicable exercise date, such applicable Adjustment
Period shall be deemed to have ended on, and included, the trading day immediately prior to such exercise date.
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: August 4, 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 Common Warrant |
| |
|
|
| 10.1 |
|
Form of Securities Purchase Agreement |
| |
|
|
| 10.2 |
|
Form of Lock-up Agreement |
| |
|
|
| 99.1 |
|
Press Release, dated August 3, 2026 |
| |
|
|
| 99.2 |
|
Press Release, dated August 4, 2026 |
Exhibit 99.1
Elong Power Holding Limited Announces Pricing of US$1.38 Million
Public Offering
BEIJING, August 3, 2026 (PR 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 11,466,666 units (each, a “Unit”), on a best efforts basis, at an offering price of US$0.12
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$1.38 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$0.12, 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 August 4, 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. 333-297612) was filed with the U.S. Securities and Exchange Commission (SEC) and declared effective on July 28, 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$1.38 Million Public Offering
BEIJING,
August 4, 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 11,466,666 units (each, a “Unit”) at an offering price of US$0.12 per Unit (the “Offering”).
Each Unit consists of one Class A ordinary share of the Company, 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$0.12, 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$1.38 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. 333-297612) was filed with the U.S. Securities and Exchange Commission (SEC)
and declared effective on July 28, 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
