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 February 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
February 26, 2026, Elong Power Holding Limited (the “Company”) entered into an underwriting agreement with Maxim Group
LLC (the “Underwriter”), pursuant to which the Company agreed to sell to the Underwriter and the Underwriter agreed to purchase
from the Company, on a firm commitment basis, 21,700,000 units, each consisting of one Class A ordinary share of the Company, par value
$0.00016 per share (the “Class A Ordinary Shares”) and one warrant to purchase one Class A Ordinary Share (the “Common
Warrants”), at an offering price of $0.3231 per unit, for aggregate gross proceeds to the Company of approximately $7 million,
before deducting underwriting discount, expenses and other estimated expenses payable by the Company.
Each
Common Warrant is exercisable immediately on the date of issuance at an initial exercise price of US$0.3231 per share and will expire
three (3) years from the date of issuance. On the 2nd and 5th trading day following the closing of this offering,
the exercise price for the Common Warrants will be reduced to 70% and 50% of the initial exercise price, or $0.2262 and $0.1616 per share,
respectively. Upon each reset to the exercise price for the Common Warrants, the number of issuable warrant shares will be proportionately
increased so that the aggregate exercise price of the Common Warrants will remain the same. The Common Warrants also provides for a zero
exercise price option, in which the holder will receive two (2) Class A Ordinary Shares that would be issuable upon a cash exercise of
the Common Warrant, without payment of additional consideration.
Pursuant
to the Underwriting Agreement, the Underwriter 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.
We’ve
also granted the Underwriter an option to purchase up to 3,255,000 additional Class A Ordinary Shares at $0.3221 per share and/or 3,255,000
additional Common Warrants at $0.001 per Common Warrant to cover any over-allotment. On February 26, 2026, the Underwriter partially
exercised the over-allotment option with respect to 3,255,000 Common Warrants.
The
offering and the partial exercise of the over-allotment option closed on February 27, 2026. The Company intends to use the net proceeds
from the offering for the working capital and other general corporate purposes.
The
securities in the offering are being offered pursuant to the Company’s registration statement on Form F-1 (File No. 333-293527),
as amended, which was initially filed with the Securities and Exchange Commission (the “SEC”) on February 17, 2026 and declared
effective by the SEC on February 25, 2026.
The
foregoing descriptions of the Underwriting Agreement and the Common Warrants are qualified by reference to the full text of such documents,
which are furnished as exhibits to this report.
In
connection with the offering, the Company issued a press release on February 26, 2026 announcing the pricing of the offering and a press
release on February 27, 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:
February 27, 2026 |
Elong
Power Holding Limited |
| |
|
|
| |
By: |
/s/
Xiaodan Liu |
| |
|
Xiaodan
Liu |
| |
|
Chief
Executive Officer |
EXHIBIT
INDEX
| Exhibit
No. |
|
Description
of Exhibits |
| |
|
|
| 4.1 |
|
Form of Common Warrant |
| |
|
|
| 10.2 |
|
Underwriting Agreement |
| |
|
|
| 99.1 |
|
Press Release, dated February 26, 2026 |
| |
|
|
| 99.2 |
|
Press Release, dated February 27, 2026 |
Exhibit
99.1
Elong
Power Holding Limited Announces Pricing of US$7.0 Million Public Offering
BEIJING,
February 26, 2026 (GLOBE NEWSWIRE) – Elong Power Holding Limited (Nasdaq: ELPW) (“Elong Power” or the “Company”),
a provider of high power battery technologies for commercial and specialty alternative energy vehicles and energy storage systems, today
announced the pricing of its underwritten public offering (the “Offering”) of 21,700,000 Units on a firm commitment basis,
at a price of US$0.3231 per Unit. Each Unit consists of one Class A ordinary share, par value of US$0.00016 per share (each a “Class
A Ordinary Share”), of the Company and one common warrant (each a “Common Warrant”) to purchase one Class A Ordinary
Share. Gross proceeds to the Company, before deducting underwriting discounts and other offering expenses, are expected to be approximately
US$7.0 million.
Each
Common Warrant will expire three years from the date of issuance, and is exercisable immediately on the date of issuance at an exercise
price of US$0.3231 per share, subject to adjustment on the 2nd and 5th trading days following the closing of this
Offering to the price that is equal to 70% and 50%, respectively, of the initial exercise price of the Common Warrants, and the number
of Class A Ordinary Shares underlying the Common Warrants will be proportionately increased. The Common Warrants may, at any time following
the closing of this Offering and in the holders’ sole discretion, be exercised in whole or in part by means of a zero exercise
price option, in which the holders will receive twice the number of Class A Ordinary Shares that would be issuable upon a cash exercise
of the Common Warrant, without payment of additional consideration.
The
Offering is expected to close on February 27, 2026, subject to customary closing conditions. The Company intends to use the proceeds
from the Offering for 1) general corporate purposes and working capital, 2) sales network expansion, including the hiring of sale personnel
and the development of regional sales channels, and 3) expansion of production and capacity, including new equipment and upgrades to
its manufacturing facilities.
The
Company has granted the underwriters a 45-day option to purchase up to an additional 3,255,000 Class A Ordinary Shares and/or additional
3,255,000 Common Warrants, at its respective public offering price less underwriting discounts and commissions.
Maxim
Group LLC is acting as the exclusive underwriter. 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 underwriter, in connection with the Offering.
A
registration statement on F-1 (File No. 333-293527) was filed with the U.S. Securities and Exchange Commission (“SEC”) and
was declared effective by the SEC on February 25, 2026. The Offering is being made only by means of a prospectus forming part of the
effective registration statement. A final prospectus relating to the Offering will be filed with the SEC and will be available on the
SEC’s website at www.sec.gov.
This
press release has been prepared for informational purposes only and shall not constitute an offer to sell or the solicitation of an offer
to buy any securities, and no sale of these securities may be made in any state or jurisdiction in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
About
Elong Power
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 may contain “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, including statements regarding the benefits of the transaction, the anticipated timing
of the transaction, the products offered by Elong Power and the markets in which it operates, and Elong Power’s projected future
results. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,”
“anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,”
“plan,” “may,” “should,” “will,” “would,” “will be,” “will
continue,” “will likely result,” and similar expressions. Forward-looking statements are predictions, projections and
other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and
uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this document,
including, but not limited to: the ability of Elong Power to maintain the listing of its securities on Nasdaq; the fact that the price
of Elong Power’s securities may be volatile due to a variety of factors, including changes in the competitive and highly regulated
industries in which Elong Power operates; variations in performance across competitors; changes in laws and regulations affecting Elong
Power’s business and changes in its capital structure; the ability to implement business plans, meet forecasts and other expectations;
its need for substantial additional funds; the parties’ dependence on third-party suppliers; risks relating to the results of research
and development activities, market and other conditions; its ability to attract, integrate, and retain key personnel; risks related to
its growth strategy; risks related to patent and intellectual property matters; and the ability to obtain, perform under and maintain
financing and strategic agreements and relationships. Accordingly, these forward-looking statements do not constitute guarantees of future
performance, and you are cautioned not to place undue reliance on these forward-looking statements. Risks regarding Elong Power’s
business are described in detail in Elong Power’s SEC filings which are available on the SEC’s website at www.sec.gov, including
in Elong Power’s Annual Report on Form 20-F and Elong Power’s subsequent filings with the SEC. These forward-looking statements
speak only as of the date hereof, and Elong Power expressly disclaims any obligation or undertaking to release publicly any updates or
revisions to any forward-looking statements contained herein to reflect any change in our expectations or any changes in events, conditions,
or circumstances on which any such statement is based, except as required by law.
For
investor and media inquiries, please contact:
Elong
Power Investor Contact
ir@elongpower.com
Exhibit
99.2
Elong
Power Holding Limited Announces Closing of US$7.0 Million Public Offering
BEIJING,
February 27, 2026 (GLOBE NEWSWIRE) – Elong Power Holding Limited (Nasdaq: ELPW) (“Elong Power” or the “Company”),
a provider of high power battery technologies for commercial and specialty alternative energy vehicles and energy storage systems, today
announced the closing of its underwritten public offering (the “Offering”) of 21,700,000 Units on a firm commitment basis,
at a price of US$0.3231 per Unit. Each Unit consists of one Class A ordinary share, par value of US$0.00016 per share (each a “Class
A Ordinary Share”), of the Company and one common warrant (each a “Common Warrant”) to purchase one Class A Ordinary
Share.
Each
Common Warrant will expire three years from the date of issuance, and is exercisable immediately on the date of issuance at an exercise
price of US$0.3231 per share, subject to adjustment on March 3, 2026 and March 6, 2026 to the price that is equal to 70% and 50%, respectively,
of the initial exercise price of the Common Warrants, and the number of Class A Ordinary Shares underlying the Common Warrants will be
proportionately increased. The Common Warrants may also be exercised on a zero cash exercise option pursuant to which the holder may
exchange each Common Warrant for twice the number of Class A Ordinary Shares issuable on a cash exercise of such Common Warrant.
The
Company has granted the underwriter a 45-day option to purchase up to 3,255,000 additional Class A Ordinary Shares and/or 3,255,000
additional Common Warrants, at its respective public offering price less underwriting discounts and commissions, to cover any over-allotment.
On February 27, 2026, the underwriter partially exercised such option with respect to 3,255,000 Common Warrants.
The
company received total gross proceeds of approximately US$7.0 million, before deducting underwriting discounts and other offering expenses.
The Company intends to use the proceeds from the Offering for general corporate purposes and working capital.
Maxim
Group LLC acted as the exclusive underwriter. Ortoli Rosenstadt LLP acted as U.S. securities counsel to the Company, and Pryor Cashman
LLP acted as U.S. securities counsel to the underwriter, in connection with the Offering.
A
registration statement on F-1 (File No. 333-293527) was filed with the U.S. Securities and Exchange Commission (“SEC”) and
was declared effective by the SEC on February 25, 2026. The Offering was made only by means of a prospectus forming part of the effective
registration statements. A final prospectus relating to the Offering was filed with the SEC and is available on the SEC’s website
at www.sec.gov.
This
press release has been prepared for informational purposes only and shall not constitute an offer to sell or the solicitation of an offer
to buy any securities, and no sale of these securities may be made in any state or jurisdiction in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
About
Elong Power
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 may contain “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, including statements regarding the benefits of the transaction, the anticipated timing
of the transaction, the products offered by Elong Power and the markets in which it operates, and Elong Power’s projected future
results. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,”
“anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,”
“plan,” “may,” “should,” “will,” “would,” “will be,” “will
continue,” “will likely result,” and similar expressions. Forward-looking statements are predictions, projections and
other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and
uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this document,
including, but not limited to: the ability of Elong Power to maintain the listing of its securities on Nasdaq; the fact that the price
of Elong Power’s securities may be volatile due to a variety of factors, including changes in the competitive and highly regulated
industries in which Elong Power operates; variations in performance across competitors; changes in laws and regulations affecting Elong
Power’s business and changes in its capital structure; the ability to implement business plans, meet forecasts and other expectations;
its need for substantial additional funds; the parties’ dependence on third-party suppliers; risks relating to the results of research
and development activities, market and other conditions; its ability to attract, integrate, and retain key personnel; risks related to
its growth strategy; risks related to patent and intellectual property matters; and the ability to obtain, perform under and maintain
financing and strategic agreements and relationships. Accordingly, these forward-looking statements do not constitute guarantees of future
performance, and you are cautioned not to place undue reliance on these forward-looking statements. Risks regarding Elong Power’s
business are described in detail in Elong Power’s SEC filings which are available on the SEC’s website at www.sec.gov, including
in Elong Power’s Annual Report on Form 20-F and Elong Power’s subsequent filings with the SEC. These forward-looking statements
speak only as of the date hereof, and Elong Power expressly disclaims any obligation or undertaking to release publicly any updates or
revisions to any forward-looking statements contained herein to reflect any change in our expectations or any changes in events, conditions,
or circumstances on which any such statement is based, except as required by law.
For
investor and media inquiries, please contact:
Elong
Power Investor Contact
ir@elongpower.com
