Elong Power Holding Ltd 6-K, filed Oct 6, 2026

Elong Power Holding Ltd. (ELPW)

6-K 2026-10-06 For: 2026-06-30

View Original

Added on October 06, 2026

About this 6-K

Elong Power Holding Ltd filed this 6-K on October 6, 2026.

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →

Exhibit No.		Description
99.1		Management’s Discussion and Analysis of Financial Condition and Results of Operations for the Six Months ended June 30, 2026 and 2025
99.2		Unaudited Interim Consolidated Financial Statements for the Six Months ended June 30, 2026 and 2025
99.3		Press release - Elong Power Holding Limited Announces First Half 2026 Financial Results, dated October 6, 2026
101.INS		Inline XBRL Instance Document
101.SCH		Inline XBRL Taxonomy Extension Schema Document.
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

	Elong Power Holding Limited

Date: October 6, 2026	By:	/s/ Xiaodan Liu
	Name:	Xiaodan Liu
	Title:	Chief Executive Officer

	●	Prior to the Closing, Elong effectuated a share surrender (with an effect identical to that of a reverse share split) of the Elong Class A Ordinary Shares and Class B ordinary shares of Elong, par value $0.00001 per share (“Elong Class B Ordinary Shares” and collectively with the Elong Class A Ordinary Shares the “Elong Ordinary Shares”), such that, immediately thereafter, Elong had 45,000,000 Elong Ordinary Shares, consisting of 39,222,563 Elong Class A Ordinary Shares and 5,777,437 Elong Class B ordinary shares of Elong, par value $0.00001 per share (“Elong Class B Ordinary Share”), issued and outstanding. All of the Elong Class B Ordinary Shares are held by Gracedan Co., Limited (the “Supporting Shareholder”). Because each Elong Class B Ordinary Share entitles the holder thereof to 50 votes on all matters subject to vote at general meetings of Elong, the Supporting Shareholder holds a majority of the total voting power of Elong following the Closing, as described herein.

	●	Concurrently with the Closing, Elong consummated the PIPE Financing (as defined below), pursuant to a subscription agreement entered into by Elong and an accredited investor (the “PIPE Investor”) prior to the Closing, which provided for the purchase by the PIPE Investor of $7,000,000 in Elong Class A Ordinary Shares (the “PIPE Financing”). The PIPE Investor, together with 2TM Holding LP, a Delaware limited partnership and sponsor of TMT (the “Sponsor”), and the representative of the underwriters of TMT’s initial public offering (the “Representative”), also entered into the Amended and Restated Registration Rights Agreement with Elong, pursuant to which the Sponsor, the Representative and the PIPE Investors have customary registration rights, including three sets of demand rights and piggy-back rights, with respect to the shares of Elong Class A Ordinary Shares held by such parties following the consummation of the Business Combination.
	●	At the Closing, the Supporting Shareholder deposited 300,000 Elong Class B Ordinary Shares (the “Indemnification Shares”) with Continental as escrow agent (the “Escrow Agent”), which shall be held in escrow as security for the Supporting Shareholder’s indemnification obligations on behalf of Elong and be subject to surrender and forfeiture under the terms of Business Combination Agreement and the escrow agreement entered into and effective as of the Closing with the Escrow Agent (the “Indemnification Escrow Agreement”).
	●	After the Closing, the Supporting Shareholder will be entitled to receive up to 9,000,000 Elong Class A Ordinary Shares (the “Earnout Shares”) solely upon the achievement of certain financial targets during the fiscal years ended December 31, 2024 and 2025 or upon the completion by Elong of certain change in control transactions, in each case in accordance with the terms of the Business Combination Agreement and the escrow agreement entered into and effective as of the Closing with the Escrow Agent covering the treatment and release of the Earnout Shares (the “Earnout Escrow Agreement”). The financial performance targets for fiscal year ended December 31, 2024 and 2025 were not achieved; accordingly, no Earnout Shares were released to the Supporting Shareholder as of December 31, 2025.

	For the six months ended June 30,						Change
	2026			2025			%
	Unaudited			Unaudited
Revenues	$	2,899,110		$	19,229			14977	%
Cost of revenues		(2,890,116	)		(17,306	)		16600	%
Gross Profit		8,994			1,923			368	%
Selling expenses		(505	)		(19,985	)		(97	)%
General and administrative expenses		(1,809,901	)		(1,252,874	)		44	%
Total operating expense		(1,810,406	)		(1,272,859	)		42	%
Operating loss		(1,801,412	)		(1,270,936	)		42	%
Interest income		59,148			200			29474	%
Interest expense		(206,698	)		(22,899	)		803	%
Foreign currency exchange loss		(255,926	)		(128,947	)		98	%
Share of profit from equity method investment		180			-			N/A
Fair value losses on short-term investments		(186,854	)		-			N/A
Other income		281,267			-			N/A
Loss before income taxes		(2,110,295	)		(1,422,582	)		48	%
Income tax expense		-			-			-
Net loss from continuing operations	$	(2,110,295	)	$	(1,422,582	)		48	%
Net income (loss) from discontinued operations		22,604,402			(1,232,895	)		(1933	)%
Net income (loss)		20,494,107			(2,655,477	)		(872	)%

	For the six months ended June 30,
	2026					2025					Change		Change
	Amount		%			Amount		%			Amount		%
Energy storage system integration equipment & supporting accessories	$	2,899,110		100	%	$	19,229		100	%	$	2,879,881		14977	%
Total revenue	$	2,899,110		100	%	$	19,229		100	%	$	2,879,881		14977	%

	Lease Commitments
Within 1 year		33,702
2-3 years		20,193
Total	$	53,895

	As of June 30			As of December 31
	2026			2025
	(Unaudited)			(Audited)
ASSETS
Current assets:
Cash and cash equivalents		5,939,950			443,591
Short-term investments		2,940,490			7,165,232
Accounts receivable		220,295			889,533
Amounts due from related parties		138,091			71,499
Prepaid expenses and other current assets		8,874,078			2,066,487
Current assets held for sale associated with discontinued operation of ELPW		-			1,240,751
Total current assets		18,112,904			11,877,093
Equity method investment		4,572,796
Property, plant and equipment, net		100,255			117,453
Right-of-use assets, net		59,074			71,751
Non-current assets held for sale associated with discontinued operation of ELPW		-			15,674,938
Total non-current assets		4,732,125			15,864,142
Total assets		22,845,029			27,741,235
LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Short-term loans-third parties		1,937,582			7,498,469
Short-term loans-related parties		4,679,224			2,030,366
Short-term loans		4,679,224			2,030,366
Accounts payable		46,234			875,063
Amounts due to related parties		-			79,773
Contract liabilities		169,470			2,038,433
Accrued expenses and other current liabilities		842,508			1,812,778
Provision for product warranty, current		182,006			83,784
Lease liabilities, current		33,702			32,074
Current liabilities held for sale associated with discontinued operation of ELPW		-			11,436,442
Total current liabilities		7,890,726			25,887,182

Provision for product warranty, non-current		15,120			638
Lease liabilities, non-current		20,193			41,644
Non-current liabilities held for sale associated with discontinued operation of ELPW		-			24,555,631
Total non-current liabilities		35,313			24,597,913
Total liabilities		7,926,039			50,485,095
Class A Ordinary Shares, US$0.576 par value, 333,333,333 shares authorized, 1,065 shares issued and 769 outstanding as of December 31, 2025; 145,073* shares issued and 144,778 outstanding as of June 30, 2026;		83,392			443
Class B Ordinary Shares, US$0.576 par value, 83,333,333 shares authorized, 101 shares issued and outstanding as of December 31, 2025; 2,545 shares issued and outstanding as of June 30, 2026*		1,466			58
Common stock value		1,466			58
Treasury shares		(80	)		(80	)
Additional paid-in capital		67,725,796			51,070,354
Statutory Reserve		-			708,470
Accumulated deficit		(53,271,564	)		(74,474,141	)
Accumulated other comprehensive (loss) income		379,980			(48,964	)
Total shareholders’ equity (deficit)		14,918,990			(22,743,860	)
Total liabilities and shareholders’ equity (deficit)		22,845,029			27,741,235

	*	Including 295 shares issued but not outstanding, consisting of 156 forfeited Earnout Shares pending cancellation and 139 shares held as treasury stock reserved for future issuance, as discussed in Note 17.
	*	Giving retroactive effect to the 1-for-45 reverse share split effected on August 10, 2026.

	2026			2025
	For the six months ended June 30,
	2026			2025
	(Unaudited)			(Unaudited)
NET INCOME (LOSS)	$	20,494,107		$	(2,655,477	)
OTHER COMPREHENSIVE INCOME (LOSS):
Foreign currency translation adjustment		(335,500	)		(290,762	)
COMPREHENSIVE INCOME (LOSS)	$	20,158,607		$	(2,946,239	)

	Shares		Amount*		Shares		Amount*		shares		Capital			Reserve		Deficit			Income /(loss)			(Deficit)
	Class A Ordinary Share				Class B Ordinary Share						Additional								Other			Total Shareholders’
	Ordinary Shares *				Ordinary Shares *				Treasury		Paid-in			Statutory		Accumulated			Comprehensive			Equity
	Shares		Amount		Shares		Amount		shares		Capital			Reserve		Deficit			Income (loss)			(Deficit)
Balance as of January 1, 2025		925	$	533		101	$	58		-	$	51,070,184		$	708,470	$	(68,903,695	)	$	673,725		$	(16,450,725	)
Registration of ordinary shares in connection with share incentive plan		139		80		-		-		-		(80	)		-		-			-			-
Net loss from continuing operations		-				-				-		-			-		(1,422,582	)		-			(1,422,582	)
Net loss from discontinued operations		-		-		-		-		-		-			-		(1,232,895	)		-			(1,232,895	)
Other comprehensive income		-		-		-		-		-		-			-		-			(290,762	)		(290,762	)

Balance as of June 30, 2025		1,064	$	613		101	$	58		-	$	51,070,104		$	708,470	$	(71,559,172	)	$	382,963		$	(19,396,964	)

	Shares		Amount^*		Shares		Amount^*		shares			Capital		Reserve			Deficit			Income (loss)			(Deficit)
	Class A Ordinary Share				Class B Ordinary Share							Additional								Other			Total Shareholders’
	Ordinary Shares *				Ordinary Shares *				Treasury			Paid-in		Statutory			Accumulated			Comprehensive			Equity
	Shares		Amount		Shares		Amount		shares			Capital		Reserve			Deficit			Income (loss)			(Deficit)
Balance as of January 1, 2026		769	$	443		101	$	58	$	(80	)	$	51,070,354	$	708,470		$	(74,474,141	)	$	(48,964	)	$	(22,743,860	)
Class A ordinary shares issued to investors, net of offering costs		144,009		82,949		-		-		-			16,543,850		-			-			-			16,626,799
Issuance of Class B ordinary shares for Debt Settlement		-		-		975		562		-			48,038		-			-			-			48,600
Issuance of Class B to a shareholder		-		-		1,469		846		-			63,554		-			-			-			64,400
Net income		-		-		-		-		-			-		-			20,494,107			-			20,494,107
Other comprehensive loss		-		-		-		-		-			-		-			-			(335,500	)		(335,500	)
Other comprehensive income/loss																					(335,500	)		(335,500	)
Disposal of subsidiaries		-		-		-		-		-			-		(708,470	)		708,470			764,444			764,444
Balance as of June 30, 2026		144,778	$	83,392		2,545	$	1,466	$	(80	)	$	67,725,796	$	-		$	(53,271,564	)	$	379,980		$	14,918,990

	As of June 30, 2026		As of December 31, 2025
	(Unaudited)		(Audited)
Cash and cash equivalents, beginning of the period	$	443,678	$	146,514
Restricted cash, beginning of the period		128,866		171,487
Total cash, cash equivalents and restricted cash at beginning of the period		572,544		318,001

Cash and cash equivalents, end of the period		5,939,950		443,678
Restricted cash, end of the period				128,866
Total cash, cash equivalents and restricted cash at end of the period	$	5,939,950	$	572,544

Subsidiaries	Place of incorporation	Date of incorporation	Percentage of ownership			Principal activities
Elong Power Holding Co., Limited	BVI	October 9, 2024		100	%	Investment holding
Elong Power (Hong Kong) Holding Limited (“Elong Power (Hong Kong)”)	Hong Kong	October 29, 2024		100	%	Investment holding
Elong Power (Beijing) Co., Ltd. (“Elong Beijing”)	Beijing, PRC	April 26, 2024		100	%	Operations, sales and R&D

	●	Elong Power International Co., Limited
	●	Jing Yang (Hong Kong) International Limited
	●	Jingyang Power (Ganzhou) Co., Ltd.
	●	Huizhou Jingyang Energy Technology Co., Ltd.
	●	Ganzhou Zhangyang Energy Technology Co., Ltd.
	●	Zibo Jingyang New Energy Technology Co., Ltd.

Six months ended June 30, 2026
Balance sheet, except for equity accounts	RMB	6.7851 to US$1.00
Income statement and cash flows	RMB	6.8624 to US$1.00

Year ended December 31, 2025
Balance sheet, except for equity accounts	RMB	6.9931 to US$1.00
Income statement and cash flows	RMB	7.1875 to US$1.00

Six months ended June 30, 2025
Balance sheet, except for equity accounts	RMB	7.1636 to US$1.00
Income statement and cash flows	RMB	7.2526 to US$1.00

Category		Estimated Useful Life
Office equipment		4 – 5 years
Leasehold improvements		Shorter of lease term or estimated useful life of the assets

	As of March 31,			As of December 31,
	2026			2025
ASSETS
Current assets
Cash and cash equivalents	$	190		$	87
Restricted cash		132,831			128,866
Accounts receivable		5,704			-
Prepaid expenses and other current assets		1,751,003			1,111,798
Total current assets		1,889,728			1,240,751
Operating lease right of use assets,net		16,095,094			15,616,368
Finance lease right of use assets,net		60,366			58,570
Total non current assets		16,155,460			15,674,938
Total assets	$	18,045,188		$	16,915,689

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Current portion of long-term loan payable		515,836			500,493
Accounts and notes payable		1,173,138			1,138,245
Amounts due to related parties		78,634			76,295
Contract liabilities		3,970,657			3,852,555
Accrued expenses and other current liabilities		8,828,673			4,383,679
Product warranty provision, current		1,530,704			1,485,175
Total current liabilities		16,097,642			11,436,442

Product warranty provision-non current		172,995			167,849
Lease liabilities, non current		24,985,816			24,242,648
Finance liabilities, non current		149,583			145,134
Total non current liabilities		25,308,394			24,555,631
Total liabilities		41,406,036			35,992,073

Total net assets of the Disposal Group	$	(23,360,848	)		(19,076,384	)

Gain on disposal before reclassification of cumulative foreign currency translation differences of the Disposal Group to profit or loss	$	23,370,848			-
Reclassification of cumulative foreign currency translation losses of the Disposal Group to profit or loss		(764,444	)		-
Gain on disposal recognized in the unaudited condensed consolidated Statements of Operations and Comprehensive income (loss)		22,606,404			-


	For the three months ended March 31,			For the six months ended June 30,
	2026			2025
Major classes of line items constituting pre-tax profit of discontinued operations
Revenues		-			194,810
Cost of revenues	$	-		$	(791,775	)
Selling expenses		-			(2,077	)
General and administrative expenses		-			(526,668	)
Interest expense,net		(2,002	)		(180,929	)
Others,net		-			73,744
Loss from discontinued operations, before income tax		(2,002	)		(1,232,895	)

	As of June 30, 2026		As of December 31, 2025
		(Unaudited)		(Audited)
Short term investment		2,940,490		7,165,232
Total	$	2,940,490	$	7,165,232

		As of June 30, 2026		As of December 31, 2025
Value added tax recoverable	$	6,041	$	12,168
Prepayments to suppliers		4,804,130		2,014,994
Deposits		-		39,325
Loan receivables from third parties		4,020,585		-
Others		43,322		-
Total	$	8,874,078	$	2,066,487

	As of June 30,
	2026
ASSETS
Current assets
Cash and cash equivalents	$	13,413,924
Prepaid expenses and other current assets		4,421,453
Total current assets		17,835,377
Total non current assets		-
Total assets	$	17,835,377

LIABILITY AND SHAREHOLDERS’ EQUITY
Total liability		-

Additional paid-in capital		17,771,544
Retained earnings		701
Accumulated other comprehensive (loss) income		63,132
Total shareholders’ equity		17,835,377
Total liability and shareholders’ equity		17,835,377
Company equity method investments		4,572,796

	For the six months ended June 30, 2026
	USD
Revenues	$	-
Cost of revenues		-
Gross Profit		-
Interest income, net		701
Net income	$	701

	As of June 30, 2026		As of December 31, 2025

Right-of-use assets	$	59,074	$	71,751
Lease liabilities current		33,702		32,074
Lease liabilities non-current		20,193		41,644
Lease liabilities	$	53,895	$	73,718

	Operating leases
2026 (remaining of year)		17,565
2027		35,130
2028		2,928
Total future lease payments		55,623
Less: imputed interest		(1,728	)
Present value of lease liabilities	$	53,895

	As of June 30, 2026			As of December 31, 2025

Weighted-average remaining lease term (years)
Operating leases		1.92			2.42

Weighted-average discount rate
Operating leases		3.50	%		3.50	%

Name		Relationship with the Company

Beijing Xinlongmai Enterprise Management Co., Ltd. (“Beijing Xinlongmai”)		Affiliate of a shareholder of the Company
Huizhou Highpower Technology Co., Ltd. (“Huizhou Highpower”)		Shareholder of the Company
Ms. Xiaodan Liu		CEO of Elong Power
Beijing Danwu Technology Co., Ltd.		Entity controlled by Ms. Xiaodan Liu, Chief Executive Officer of the Company; not part of the Company’s consolidated group.

		As of June 30,		As of December 31,
	Note	2026		2025
			(Unaudited)		(Audited)
Beijing Xinlongmai Enterprise Management Co., Ltd. (“Beijing Xinlongmai”)	(a)	$	-	$	428,994
Huizhou Highpower Technology Co., Ltd. (“Huizhou Highpower”)	(a)		147,382		142,998
Ms. Xiaodan Liu	(b)		-		1,458,374
Beijing Danwu Technology Co., Ltd.	(c)		4,531,842		-
Total		$	4,679,224	$	2,030,366
Short-term loans payable to related parties		$	4,679,224	$	2,030,366

	Relationship	As of June 30, 2026		As of December 31, 2025		Note
Ms. Xiaodan Liu	CEO and Board Chair of Elong Power		-		4,713	Payable for employee reimbursement
Ms. Xiaodan Liu	CEO and Board Chair of Elong Power		-		75,060	Interest payable
Total		$	-	$	79,773


	For the Six months ended June 30
	2026			2025
	(Unaudited)			(Unaudited)
Revenues	$	2,899,110		$	19,229
Less:
Cost of revenues		2,890,116			17,306
Staff cost		222,831			94,992
Lease expense		16,206			93,245
Depreciation and amortization expense		25,488			-
Professional fee		1,321,127			907,838
Interest expense (income)		147,550			22,699
Other segment items(i)		386,087			305,731

Segment net loss		(2,110,295	)		(1,422,582	)

Consolidated net loss from continuing operations	$	(2,110,295	)	$	(1,422,582	)

	Lease Commitment
Within 1 year		33,702
2-3 years		20,193
Total	$	53,895

	As of June 30, 2026			As of December 31, 2025
Percentage of the Company’s accounts receivable
Customer A		92	%		-*	%
Customer D		-*	%		100	%

	As of June 30, 2026			As of December 31, 2025
Percentage of the Company’s accounts payable
Supplier B		-*	%		100	%
Supplier D		93	%		-*	%

	●	Net revenue was US$2.90 million for the first half of fiscal year 2026, representing a substantial increase of 14,977% from US$19,229 in the same period of the prior year. This growth was primarily attributable to the significant ramp-up in sales of our energy storage system integration equipment and supporting accessories business;

	●	Gross profit was US$8,994 for the first half of fiscal year 2026, representing an increase of 368% from US$1,923 in the same period of the prior year; gross margin declined from 10.00% in the same period of the prior year to 0.3%, primarily due to the thin-margin operation of the energy storage system integration equipment and supporting accessories sales business in its early stage;

	●	Net income was US$20.49 million for the first half of fiscal year 2026, compared with a net loss of US$2.66 million in the same period of the prior year. This result was driven by a one-time, non-operating gain of US$22.61 million on the disposal of the lithium battery manufacturing business;

	●	Net loss from continuing operations (sales of energy storage system integration equipment and supporting accessories) was US$2.11 million for the first half of fiscal year 2026, widening from a net loss of US$1.42 million in the same period of the prior year;

	●	Both basic and diluted earnings per share were US$411 for the first half of fiscal year 2026, compared with a loss per share of US$3,071 in the same period of the prior year. The per-share amounts give retroactive effect to the 1-for-45 reverse share split effected August 10, 2026, after period end.