[SCHEDULE 13G] Elong Power Holding Ltd. Passive Investment Disclosure (>5%)
L1 Capital reports 9.99% stake in Elong Power
Elong Power Holding Ltd. reports that L1 Capital Global Opportunities Master Fund, Ltd. beneficially owns 337,850 Class A Ordinary Shares, representing 9.99% of the class based on 3,044,039 shares outstanding.
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Elong Power Holding Ltd. reports that L1 Capital Global Opportunities Master Fund, Ltd. beneficially owns 337,850 Class A Ordinary Shares, representing 9.99% of the class based on 3,044,039 shares outstanding. The filing states 337,850 comprises 280,250 Class A Ordinary Shares and 57,600 pre-funded warrants, and notes additional pre-funded warrants (431,400) and warrants (769,250) that are each subject to a 9.99% beneficial ownership limitation.
Key Figures
Beneficial ownership:337,850 sharesPercent of class:9.99%Shares outstanding:3,044,039 shares+4 more
7 metrics
Beneficial ownership337,850 sharesAmount beneficially owned by L1 Capital
Percent of class9.99%Percent of Class A Ordinary Shares reported
Shares outstanding3,044,039 sharesShares outstanding per issuer prospectus and Form 6-K
Ordinary shares in holding280,250 sharesClass A Ordinary Shares included in 337,850 total
Pre-funded warrants (included)57,600 warrantsPre-funded warrants counted in 337,850 total
Additional pre-funded warrants431,400 warrantsPre-funded warrants disclosed but not included in the 337,850 total
Additional warrants769,250 warrantsWarrants disclosed as subject to 9.99% limitation
"Item 1. (a) Name of issuer: Elong Power Holding Ltd."
A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.
pre-funded warrantsfinancial
"The amounts in Row (5), (7) and (9) represent 280,250 Class A Ordinary Shares and 57,600 pre-funded warrants"
Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.
beneficial ownership limitationregulatory
"which are subject to a 9.99% beneficial ownership limitation"
A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What stake does L1 Capital report in Elong Power Holding Ltd. (ELPW)?
L1 Capital reports beneficial ownership of 337,850 Class A Ordinary Shares, which the filing states equals 9.99% of the class based on 3,044,039 shares outstanding per the issuer's prospectus and Form 6-K.
How is the 337,850 figure composed in the 13G filing for ELPW?
The 337,850 total is composed of 280,250 Class A Ordinary Shares and 57,600 pre-funded warrants, as stated in the filing. The filing separately discloses additional warrants and pre-funded warrants subject to ownership limits.
Does L1 Capital hold other warrants or pre-funded warrants in ELPW?
Yes. The filing notes an additional 431,400 pre-funded warrants and 769,250 warrants that are each subject to a 9.99% beneficial ownership limitation, per the statements in the filing.
What voting and dispositive powers does L1 Capital report for ELPW shares?
L1 Capital reports sole voting power and sole dispositive power over all 337,850 shares (0 shared power). The filing lists David Feldman and Joel Arber as directors of the reporting fund.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Elong Power Holding Ltd.
(Name of Issuer)
Class A Ordinary Share, $ 0.0128 par value
(Title of Class of Securities)
G3016G129
(CUSIP Number)
05/15/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
G3016G129
1
Names of Reporting Persons
L1 Capital Global Opportunities Master Fund, Ltd.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
337,850.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
337,850.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
337,850.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.99 %
12
Type of Reporting Person (See Instructions)
FI
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Elong Power Holding Ltd.
(b)
Address of issuer's principal executive offices:
3 Yan Jing Li Zhong Jie, Jiatai International Plaza, Block B, Room 2110, Beijing, China 100025
Item 2.
(a)
Name of person filing:
L1 Capital Global Opportunities Master Fund, Ltd.
(b)
Address or principal business office or, if none, residence:
161A Shedden Road, 1 Artillery Court,
PO Box 10085
Grand Cayman, Cayman Islands KY1-1001
(c)
Citizenship:
Cayman Islands
(d)
Title of class of securities:
Class A Ordinary Share, $ 0.0128 par value
(e)
CUSIP Number(s):
G3016G129
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
337,850
The amounts in Row (5), (7) and (9) represent 280,250 Class A Ordinary Shares and 57,600 pre-funded warrants to purchase common stock, which are subject to a 9.99% beneficial ownership limitation. The amounts do not include 431,400 pre-funded warrants to purchase common stock and 769,250 warrants to purchase common stock, each of which are subject to a 9.99% beneficial ownership limitation. The percentage set forth on Row (11) of the cover page for the Reporting Person is based on 3,044,039 Class A Ordinary Shares outstanding (assuming no exercise of the Warrants), based on the Issuer's Prospectus under Rule 424(b)(4) filed with the Securities and Exchange Commission on May 18, 2026 and a Report of Foreign Private Issuer on Form 6-K filed with the Securities and Exchange Commission on May 19, 2026.
David Feldman and Joel Arber are the Directors of L1 Capital Global Opportunities Master Fund, Ltd. As such, L1 Capital Global Opportunities Master Fund, Ltd., Mr. Feldman, and Mr. Arber may be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934) the issuer's securities described herein. To the extent Mr. Feldman and Mr. Arber are deemed to beneficially own such securities, Mr. Feldman and Mr. Arber disclaim beneficial ownership of these securities for all other purposes.
(b)
Percent of class:
9.99%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
337,850
(ii) Shared power to vote or to direct the vote:
0
(iii) Sole power to dispose or to direct the disposition of:
337,850
(iv) Shared power to dispose or to direct the disposition of:
0
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
