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Elong Power (ELPW) settles CEO loan and sells new Class B shares

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

Elong Power Holding Limited reported a related-party financing and debt settlement with its CEO, Ms. Xiaodan Liu. In 2025 the company borrowed $1,380,396 from Ms. Liu at 8% annual interest, payable on demand. As of June 23, 2026, the outstanding balance was $33,000.

To settle this remaining payable, the company entered into a debt settlement and mutual release agreement and issued 33,881 Class B ordinary shares at $0.974 per share to Gracedan Co., Limited, a company controlled by Ms. Liu. The company also signed a securities purchase agreement to issue and sell a further 66,119 Class B ordinary shares at $0.974 per share to Gracedan Co., Limited, providing additional equity financing.

Both the settlement and share issuance were completed on June 24, 2026 under exemptions from registration provided by Section 4(a)(2) of the Securities Act of 1933 and Regulation S.

Positive

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Insights

Elong Power converts insider debt and raises small equity via CEO-controlled entity.

The company eliminated a $33,000 payable to its CEO by issuing 33,881 Class B shares and simultaneously raised additional equity by selling 66,119 Class B shares at $0.974 per share to a company she controls. This shifts part of the capital structure from debt to equity.

Because the counterparty is related to management, governance-sensitive investors often focus on pricing and process. Here, the share price matches the closing price of the listed Class A shares on June 22, 2026, suggesting arm’s-length pricing within the limits of the disclosure.

The transactions are relatively small against the original $1,380,396 loan, so balance sheet impact appears modest. Subsequent filings may give more context on remaining related-party balances and any future equity issuances under similar terms.

Original CEO loan $1,380,396 Borrowed in 2025 from CEO at 8% interest
Loan interest rate 8% per annum Interest on CEO loan payable on demand
Outstanding balance settled $33,000 Remaining payable as of June 23, 2026
Settlement shares issued 33,881 Class B shares Issued to Gracedan Co., Limited to settle $33,000
Additional shares sold 66,119 Class B shares Sold to Gracedan Co., Limited at $0.974 per share
Share valuation price $0.974 per share Closing Class A share price on June 22, 2026
Securities law exemption Section 4(a)(2) and Regulation S Exemption basis for unregistered share issuances
debt settlement and mutual release agreement financial
"On June 23, 2026, the Company entered into a debt settlement and mutual release agreement"
securities purchase agreement financial
"On June 23, 2026, the Company entered into a securities purchase agreement"
A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.
Class B ordinary shares financial
"the Company agreed to issue 33,881 Class B ordinary shares"
Class B ordinary shares are a type of ownership stake in a company that typically come with different voting rights or privileges compared to other share classes. For investors, they represent a way to hold part of the company’s value and influence its decisions, often with fewer voting rights than Class A shares. Understanding these shares helps investors assess their level of control and potential returns within a company.
Section 4(a)(2) of the Securities Act of 1933 regulatory
"pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933"
Regulation S regulatory
"and Regulations S promulgated thereunder"
Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.
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FAQ

How did Elong Power (ELPW) settle its remaining $33,000 payable to the CEO?
Elong Power settled the $33,000 payable with shares instead of cash. It entered a debt settlement and mutual release agreement and issued 33,881 Class B ordinary shares at $0.974 per share to Gracedan Co., Limited, a company controlled by CEO Xiaodan Liu.

What new shares did Elong Power (ELPW) sell under the securities purchase agreement?
Elong Power agreed to sell 66,119 Class B ordinary shares to Gracedan. Under a securities purchase agreement, the company issued these shares at $0.974 per share to Gracedan Co., Limited, providing additional equity capital from an entity controlled by its CEO.

At what price were Elong Power (ELPW) Class B shares valued in these transactions?
Both transactions used a share price of $0.974. This price matched the closing price of the company’s Class A ordinary shares on June 22, 2026, and was applied to value 33,881 settlement shares and 66,119 newly purchased Class B shares.

When did Elong Power (ELPW) complete the share issuances to Gracedan Co., Limited?
The share issuances were completed on June 24, 2026. On that date, Elong Power issued 33,881 Class B shares to settle the $33,000 payable and 66,119 additional Class B shares under the securities purchase agreement with Gracedan Co., Limited.

Under what securities law exemptions were Elong Power (ELPW) shares issued?
The issuances relied on U.S. private offering exemptions. Elong Power cited Section 4(a)(2) of the Securities Act of 1933 and Regulation S as the legal bases for issuing the Class B ordinary shares without SEC registration.

 

 

 

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 ended June 2026

 

Commission File No. 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 10002

(Address of principal executive office)

 

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 ☐

 

 

 

 

 

 

In 2025, Elong Power Holding Limited (the “Company”) borrowed $1,380,396 from Ms. Xiaodan Liu (“Ms. Liu”), a director, the Chief Executive Officer and Chairwoman of the Board of the Company, to support its business operations, bearing interest at 8% per annum and payable on demand. As of June 23, 2026, the outstanding balance under this loan amounted to $33,000. On June 23, 2026, the Company entered into a debt settlement and mutual release agreement (the “Agreement”) with Ms. Liu and Gracedan Co., Limited, a Cayman Islands company controlled by Ms. Liu. Pursuant to the Agreement, the Company agreed to issue 33,881 Class B ordinary shares (the “Shares”), par value of US$0.0128 per share, of the Company (the “Class B Ordinary Shares”), valued at $0.974 per share, the closing price of the Company’s Class A ordinary shares, par value of US$0.0128 per share, as of June 22, 2026 to Gracedan Co., Limited to settle $33,000 of such payable with Ms. Liu (the “Settlement”). On June 24, 2026, pursuant to the Agreement, the Company issued the Shares to Gracedan Co., Limited.

 

On June 23, 2026, the Company entered into a securities purchase agreement (“the SPA”) with Gracedan Co., Limited (the “Buyer”). Pursuant to the SPA, the Company agreed to issue and sell to the Buyer 66,119 Class B Ordinary Shares at $0.974 per share, the closing price of the Company’s Class A ordinary shares as of June 22, 2026. On June 24, 2026, the Company issued 66,119 Class B Ordinary Shares to Gracedan Co., Limited.

 

The execution and delivery of the Agreement and the issuance of the Class B Shares were made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended and Regulations S promulgated thereunder.

 

The foregoing description of the Agreement and the SPA are qualified in their entirety by reference to the provisions of the Agreement and the SPA filed as Exhibit 10.1 and Exhibit 10.2 to this report, respectively, which are incorporated by reference herein.

 

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SIGNATURE

 

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 hereunto duly authorized.

 

  Elong Power Holding Limited
     
Date: June 25, 2026 By: /s/ Xiaodan Liu
  Name: Xiaodan Liu
  Title Chief Executive Officer

 

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EXHIBIT INDEX

 

Exhibit No.   Description
10.1   Debt Settlement Agreement by and between the Company and Xiaodan Liu, dated June 23, 2026
10.2   Securities Purchase Agreement by and between the Company and the Buyer, dated June 23, 2026

 

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Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

2 documents

Agreements & Contracts