Orca Capital reports 9.9% Elong Power Holding Limited (ELPW) stake

Rhea-AI Filing Summary

Orca Capital, a German entity, reports beneficial ownership of 1,450,000 Class A Ordinary Shares of Elong Power Holding Limited, representing 9.9% of the class. Orca Capital holds sole voting and sole dispositive power over all of these shares, with no shared power.

The 9.9% ownership percentage is calculated based on 14,503,289 ordinary shares outstanding immediately after completion of the issuer's registered offering. This calculation excludes 1,300,000 shares issuable upon exercise of pre-funded warrants and 2,750,000 shares issuable upon exercise of common warrants, which are subject to a 4.99% Blocker that prevents warrant exercises taking Orca Capital above 4.99% of outstanding common stock.

Filing Explained

Orca Capital reports a 9.9% post-offering stake, while warrant shares remain excluded and subject to a 4.99% exercise blocker.

The July 13 Schedule 13G reports that Orca Capital beneficially owns 1,450,000 Class A ordinary shares, or 9.9%, after completion of the issuer’s registered offering, with sole voting and dispositive power; Schedule 13G is the form used for a passive holder’s ownership disclosure above 5%.

The filing bases that percentage on 14,503,289 shares outstanding immediately after the offering and excludes 1,300,000 shares issuable under pre-funded warrants and 2,750,000 shares issuable under common warrants.

Those warrants are subject to a stated 4.99% ownership blocker, so the reported 1,450,000-share stake is not presented as including the warrant shares; a pre-funded warrant converts to shares only when exercised.

Key Figures

Beneficial ownership: 1,450,000 shares Percent of class: 9.9% Shares outstanding baseline: 14,503,289 shares +3 more

6 metrics

Beneficial ownership 1,450,000 shares Class A Ordinary Shares beneficially owned by Orca Capital

Percent of class 9.9% Ownership percentage of Elong Power’s outstanding ordinary shares

Shares outstanding baseline 14,503,289 shares Ordinary shares outstanding after completion of registered offering

Pre-funded warrant shares 1,300,000 shares Common stock issuable upon exercise of pre-funded warrants, excluded from ownership calculation

Common warrant shares 2,750,000 shares Common stock issuable upon exercise of common warrants, excluded from ownership calculation

Beneficial ownership limitation 4.99% 4.99% Blocker limiting warrant exercises that exceed this ownership level

Key Terms

beneficially owned, Sole Voting Power, Sole Dispositive Power, pre-funded warrants, +2 more

6 terms

beneficially owned regulatory

"Amount beneficially owned: 1,450,000 (b) | Percent of class: 9.9%"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

Sole Voting Power regulatory

"5 | Sole Voting Power 1,450,000.00 6 | Shared Voting Power 0.00"

Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.

Sole Dispositive Power regulatory

"7 | Sole Dispositive Power 1,450,000.00 8 | Shared Dispositive Power 0.00"

Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.

pre-funded warrants financial

"excludes 1,300,000 shares of common stock issuable upon the exercise of 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.

common warrants financial

"and 2,750,000 shares of common stock issuable upon the exercise of common warrants"

A common warrant is a tradable instrument that gives its holder the right to buy a company’s common shares at a fixed price within a set time period, similar to a coupon that can be redeemed later to purchase stock. Investors care because exercising warrants can boost potential gains if the stock rises, but it can also dilute existing shareholders by increasing the number of shares outstanding, which can lower per-share value.

4.99% Blocker regulatory

"subject to the 4.99% Blocker (defined below). Pursuant to the terms"

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 07/13/2026 - 04:51 PM Accepted by SEC EDGAR 07/13/2026 - 04:51 PM Learn about SEC filing dates

FAQ

What stake in Elong Power Holding Limited (ELPW) does Orca Capital report?

Orca Capital reports beneficial ownership of 1,450,000 Class A Ordinary Shares of Elong Power Holding Limited, representing 9.9% of the outstanding class. Orca Capital has sole voting and sole dispositive power over these shares, with no shared voting or dispositive authority disclosed.

How many Elong Power (ELPW) shares are used to calculate Orca Capital’s 9.9% ownership?

The 9.9% ownership is based on 14,503,289 ordinary shares outstanding immediately after completion of Elong Power’s registered offering. This outstanding share count excludes additional shares issuable from pre-funded and common warrants that are subject to the 4.99% ownership limitation described.

What voting and dispositive power does Orca Capital hold over Elong Power (ELPW) shares?

Orca Capital reports sole voting power over 1,450,000 shares and sole dispositive power over 1,450,000 shares of Elong Power. It reports zero shared voting power and zero shared dispositive power, indicating full control over how these shares are voted and disposed.

What is the 4.99% Blocker mentioned in relation to Elong Power (ELPW) warrants?

The 4.99% Blocker limits Orca Capital’s ability to exercise pre-funded and common warrants. Under this term, Orca Capital cannot exercise warrants if doing so would cause it to beneficially own more than 4.99% of Elong Power’s outstanding common stock after the exercise.

How many additional Elong Power (ELPW) shares are tied to warrants in Orca Capital’s disclosure?

The disclosure references 1,300,000 shares of common stock issuable upon exercise of pre-funded warrants and 2,750,000 shares issuable upon exercise of common warrants. These warrant shares are excluded from the 9.9% ownership calculation because they are subject to the 4.99% Blocker.

Who signed the Orca Capital beneficial ownership report regarding Elong Power (ELPW)?

The report was signed by Thomas Konig, identified as a Director of Orca Capital, dated July 13, 2026. His signature certifies the accuracy of the stated beneficial ownership and related information about Elong Power Holding Limited’s Class A Ordinary Shares.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Elong Power Holding Limited

(Name of Issuer)

Class A Ordinary Shares, par value US$0.0128 per share

(Title of Class of Securities)

G3016G111

(CUSIP Number)

07/10/2026

(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): G3016G111

1

Names of Reporting Persons

Orca Capital AG

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

GERMANY

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 1,450,000.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 1,450,000.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,450,000.00

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)

9.9 %

12

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person: All ownership percentages set forth in this Schedule 13G are calculated based upon an aggregate of 14,503,289 ordinary shares outstanding immediately after giving effect to the completion of the Issuer's registered offering as provided in the Issuer's Final Prospectus filed pursuant to Rule 424(b)(4) with the Securities and Exchange Commission on July 13, 2026, and excludes 1,300,000 shares of common stock issuable upon the exercise of pre-funded warrants and 2,750,000 shares of common stock issuable upon the exercise of common warrants, subject to the 4.99% Blocker (defined below). Pursuant to the terms of the pre-funded warrants and the common warrants, the Reporting Person cannot exercise any of the warrants to the extent the Reporting Person would beneficially own, after any such exercise, more than 4.99% of the Issuer's outstanding common stock (the "4.99% Blocker").

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Elong Power Holding Limited
(b)	Address of issuer's principal executive offices: 3 Yan Jing Li Zhong Jie, Block B, Room 2110, Beijing, People's Republic of China, 341000
Item 2.
(a)	Name of person filing: Orca Capital AG
(b)	Address or principal business office or, if none, residence: Sperlring 2 85276 Hettenshausen Deutschland
(c)	Citizenship: Germany
(d)	Title of class of securities: Class A Ordinary Shares, par value US$0.0128 per share
(e)	CUSIP Number(s): G3016G111
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: 1,450,000
(b)	Percent of class: 9.9%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 1,450,000
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 1,450,000
	(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.

Orca Capital AG

Signature:	/s/ Thomas Konig
Name/Title:	Thomas Konig/Director
Date:	07/13/2026