Elong Power Holding Ltd 6-K, filed Aug 14, 2026

Elong Power Holding Ltd. (ELPW)

6-K 2026-08-14 For: 2026-08-14

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Added on August 14, 2026

About this 6-K

Elong Power Holding Ltd filed this 6-K on August 14, 2026.

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Exhibit No.		Description
99.1		Notice of Extraordinary General Meeting and Proxy Statement
99.2		Form of Proxy Card

	Elong Power Holding Limited

Date: August 14, 2026	By:	/s/ Xiaodan Liu
	Name:	Xiaodan Liu
	Title:	Chief Executive Officer and Chairwoman of the Board of Directors

	a.	the par value of each issued and outstanding class A ordinary share of US$0.576 par value each and class B ordinary share of US$0.576 par value each in the share capital of the Company be reduced to US$0.0000001 by cancelling US$0.5759999 of the paid-up capital on each of the issued and outstanding Class A Ordinary Shares of US$0.576 par value each and Class B Ordinary Shares of US$0.576 par value each (the “Share Capital Reduction”);
	b.	following the Share Capital Reduction, the amount deemed to be paid up on each issued and outstanding share of the Company shall be US$0.0000001;
	c.	the credit arising from the Share Capital Reduction be transferred to a distributable reserve account of the Company which may be utilized by the Company as the board of directors of the Company may deem fit and as permitted under the Companies Act, the Company’s memorandum and articles of association, and all relevant applicable laws, including, without limitation, eliminating or setting off any accumulated losses of the Company (if any) from time to time;

	i.	each authorized but unissued class A ordinary share of US$0.576 par value each be subdivided into 5,760,000 Class A Ordinary Shares of US$0.0000001 par value each; and
	ii.	each authorized but unissued class B ordinary share of US$0.576 par value each be subdivided into 5,760,000 Class B Ordinary Shares of US$0.0000001 par value each (collectively, the “Subdivision”);

	By Order of the Board of Directors,

	Sincerely,

	/s/ Xiaodan Liu
	Xiaodan Liu
	Chief Executive Officer and Chairwoman of the Board of Directors

	6.	Proposal Six. By a special resolution, subject to and with effect immediately following the Share Capital Change, the M&A Notice Amendment, and the Share Capital Reduction and Reorganization being effected, to adopt the Seventh Amended and Restated Memorandum and Articles of Association, in the form attached to the proxy statement as Exhibit B, in substitution for, and to the exclusion of, the Company’s existing memorandum of association, to reflect the Share Capital Change, the M&A Notice Amendment, and the Share Capital Reduction and Reorganization (the “Adoption of the Seventh Amended and Restated M&A ”).

		The Board urges shareholders to vote “FOR” Proposal Six.

	8.	Proposal Eight. By a special resolution, subject to approval by the shareholders of Proposal Seven, and entirely conditional upon the effectiveness of the Further Share Consolidation, the Company adopt an amended and restated memorandum and articles of association in substitution for and to the exclusion of, the memorandum and articles of association of the Company in effect immediately prior to the effectiveness of such Further Share Consolidation, to solely reflect such Further Share Consolidation (the “Adoption of New M&A upon the Further Share Consolidation”).

		The Board urges shareholders to vote “FOR” Proposal Eight.

	●	“FOR” the Ratification of the Share Consolidation;

	●	“FOR” the Adoption of the Sixth Amended and Restated M&A;

	●	“FOR” the M&A Notice Amendment;

	●	“FOR” the Share Capital Change;

	●	“FOR” the Share Capital Reduction and Reorganization;

	●	“FOR” the Adoption of the Seventh Amended and Restated M&A;

	●	“FOR” the Further Share Consolidation;

	●	“FOR” the Adoption of New M&A upon the Further Share Consolidation;

	●	“FOR” the General Authorization; and

	●	“FOR” the Adjournment.

	●	By Internet — You can vote over the Internet by going to www.transhare.com, clicking on Vote Your Proxy, logging in using the control number and following the instructions to vote your shares;

	●	By Mail — You can vote by mail by signing, dating and mailing the enclosed proxy card;

	●	By Email — Please email your signed proxy card to Proxy@Transhare.com; or

	●	For Proposal One of the Ratification of the Share Consolidation, the affirmative vote of a simple majority of the votes cast by such shareholders as, being entitled to do so, vote in person or by proxy at the EGM, is required.

	●	For Proposal Two of the Adoption of the Sixth Amended and Restated M&A, the affirmative vote of a majority not less than two-thirds of the votes cast by such shareholders as, being entitled to do so, vote in person or by proxy at the EGM, is required.

	●	For Proposal Three of the M&A Notice Amendment, the affirmative vote of a majority not less than two-thirds of the votes cast by such shareholders as, being entitled to do so, vote in person or by proxy at the EGM, is required.

	●	For Proposal Four of the Share Capital Change, the affirmative vote of a simple majority of the votes cast by such shareholders as, being entitled to do so, vote in person or by proxy at the EGM, is required.

	●	For Proposal Five of the Share Capital Reduction and Reorganization, the affirmative vote of a majority not less than two-thirds of the votes cast by such shareholders as, being entitled to do so, vote in person or by proxy at the EGM, is required.

	●	For Proposal Six of the Adoption of the Seventh Amended and Restated M&A, the affirmative vote of a majority not less than two-thirds of the votes cast by such shareholders as, being entitled to do so, vote in person or by proxy at the EGM, is required.

	●	For Proposal Seven of the Further Share Consolidation, the affirmative vote of a simple majority of the votes cast by such shareholders as, being entitled to do so, vote in person or by proxy at the EGM, is required.

	●	For Proposal Eight of the Adoption of New M&A upon the Further Share Consolidation, the affirmative vote of a majority not less than two-thirds of the votes cast by such shareholders as, being entitled to do so, vote in person or by proxy at the EGM, is required.

	●	For Proposal Nine of the General Authorization, the affirmative vote of a simple majority of the votes cast by such shareholders as, being entitled to do so, vote in person or by proxy at the EGM, is required.

	●	For Proposal Ten of the Adjournment, the affirmative vote of a simple majority of the votes cast by such shareholders as, being entitled to do so, vote in person or by proxy at the EGM, is required.

	●	filing with us a written notice of revocation of your proxy,

	●	submitting a properly signed proxy card bearing a later date,

	●	voting over the Internet, or

	●	voting in person at the EGM.

	1.	the Company be approved and authorized to implement new round of share consolidations of the Company’s issued and unissued Class A ordinary shares and Class B ordinary shares , par value US$0.00016 each, at any one time or multiple times during a period of up to two years of the date of the Previous EGM, at the exact consolidation ratio and effective time as the Board may determine from time to time in its absolute discretion, provided that the accumulative consolidation ratio for all such share consolidations shall not be more than 4000:1; (B) the authorization of the Board, at its absolute and sole discretion, to implement one or more share consolidations, and determine the exact consolidation ratio and effective date of each of such share consolidations during a period of two (2) years of the date of the Previous EGM; (C) the authorization of the Board to settle as the Board considers expedient any difficulty which arises in relation to the share consolidations so that no fractional shares be issued in connection with the share consolidations and all fractional shares resulting from the share consolidations will be rounded up to the whole number of shares; and (D) if and when deemed advisable by the Board in its sole discretion, the authorization of any director or officer of the Company, of and on behalf of the Company, to do all such other acts and things and execute all such documents necessary or desirable to implement the share consolidations;
	2.	entirely conditional upon the implementation of a share consolidation with the exact consolidation ratio and the effective date of such share consolidation as determined by the Board, the adoption of an amended and restated memorandum and articles of association in substitution for and to the exclusion of, the memorandum and articles of association of the Company in effect immediately prior to the implementation of such share consolidation, to solely reflect such share consolidation, so long as it is implemented within two (2) years after the conclusion of the Previous EGM (the “Previous Adoption of New M&A upon Each Share Consolidation”); and
	3.	(a) any one or more of directors of the Company be and is/are hereby authorized to do all such acts and things and execute all such documents, which are ancillary to the share consolidations, Previous Adoption of New M&A upon Each Share Consolidation and other proposals under the foregoing resolutions, and of administrative nature, on behalf of the Company, including under seal where applicable, as he/she/they consider necessary, desirable or expedient to give effect to the foregoing resolutions; (b) the registered office service provider of the Company be and is hereby authorized and instructed to make the necessary filings with the Registrar of Companies of the Cayman Islands in respect of the foregoing resolutions; and (c) the Company’s share registrar and/or transfer agent be and is hereby instructed to update the register of members of the Company and that upon the surrender to the Company of the existing share certificates (if any) that they be cancelled and that any director or officer of the Company instructed to prepare, sign, seal and deliver on behalf of the Company new share certificates accordingly

	●	the share consolidation at the ratio of forty-five (45)-for-one (1) (the “August 2026 Share Consolidation”) such that (i) ever forty-five (45) issued and unissued class A ordinary shares, par value US$0.0128 each, in authorized share capital of the Company be consolidated into one Class A ordinary share, par value US$0.576 each, and (ii) ever forty-five (45) issued and unissued Class B ordinary shares, par value US$0.0128 each, in authorized share capital of the Company be consolidated into one Class B ordinary share, par value US$0.576 each to be effective on August 10, 2026, and the rounding up of any fractional shares resulting from the August 2026 Share Consolidation to the nearest whole ordinary share, as a result of which, the authorized share capital of the Company shall be changed from US$240,000,000 divided into 18,750,000,000 ordinary shares of a par value of US$0.0128 each, to US$240,000,000 divided into 416,666,666 ordinary shares of a par value of US$0.576 each, comprising 333,333,333 class A ordinary shares of a par value of US$0.576 each and 83,333,333 class B ordinary shares of a par value of US$0.576 each;
	●	the Sixth Amended and Restated Memorandum and Articles of Association reflecting the August 2026 Share Consolidation to take effect upon the effectiveness of the August 2026 Share Consolidation in substitution for, and to the exclusion of the Fifth Amended and Restated Memorandum and Articles of Association.

Article	Current Text	Proposed Amended Text
Article 146(a) (Notices)	“...post, shall be deemed to have been served five (5) calendar days after the time when the letter containing the same is posted...”	“...by post, shall be deemed to have been served three (3) calendar days after the time when the letter containing the same is posted...”

Date: August 14, 2026	By	Order of the Board of Directors

		/s/ Xiaodan Liu
		Xiaodan Liu Chief Executive Officer, Chairwoman of the Board of Directors

Item 1	By an ordinary resolution to ratify the share consolidation (the “Share Consolidation”) with an exact ratio of forty-five (45)-for-one (1), such that every forty-five (45) class A ordinary shares of a par value of US$0.0128 each be consolidated into one (1) class A ordinary share of a par value of US$0.576 of the Company and every forty-five (45) class B ordinary shares of a par value of US$0.0128 each be consolidated into one (1) class B ordinary share of a par value of US$0.576 of the Company taking effect on August 10, 2026, and rounding up any fractional shares resulting from the share consolidation to the nearest whole ordinary share, as a result of which, the authorized share capital of the Company shall be changed from US$240,000,000 divided into 18,750,000,000 ordinary shares of a par value of US$0.0128 each, comprising 15,000,000,000 class A ordinary shares of a par value of US$0.0128 each and 3,750,000,000 class B ordinary shares of a par value of US$0.0128 each to US$240,000,000 divided into 416,666,666 ordinary shares of a par value of US$0.576 each, comprising 333,333,333 class A ordinary shares of a par value of US$0.576 each and 83,333,333 class B ordinary shares of a par value of US$0.576 each, which was previously adopted by a unanimous written resolution of the board of directors (“Board”) passed on July 31, 2026 as authorized by an ordinary resolution passed at the previous extraordinary general meeting held on January 6, 2026 (the “Ratification of the Share Consolidation”).

	☐ For	☐ Against	☐ Abstain

Item 2	By a special resolution, subject to approval by the Shareholders of Proposal One, to ratify the adoption of the Sixth Amended and Restated Memorandum and Articles of Association to reflect the Share Consolidation taking effect on August 10, 2026, in the form attached to the proxy statement as Exhibit A, which was previously adopted by a unanimous written resolution of the Board passed on July 31, 2026 as authorized by a special resolution passed at the previous extraordinary general meeting held on January 6, 2026 (the “Adoption of the Sixth Amended and Restated M&A”).

	☐ For	☐ Against	☐ Abstain

Item 3	By a special resolution, to approve the amendment of Article 146(a) of the existing sixth amended and restated memorandum and articles of association of the Company with immediate effect to reflect the following amendment:

		(a)	Article 146(a) of the Current M&A be amended by deleting the words “post, shall be deemed to have been served five (5) calendar days after the time when the letter containing the same is posted” in the Article and replacing them with “post, shall be deemed to have been served three (3) calendar days after the time when the letter containing the same is posted”.

	so that, with effect from the date of the EGM, notice of any general meeting or other notice or document served by post shall be deemed served three (3) calendar days after posting rather than five (5) calendar days after posting (the “M&A Notice Amendment”).

Item 4	By an ordinary resolution, subject to approval by the Shareholders of Proposals One and Two, to approve a change of the Company’s authorized share capital from US$240,000,000 divided into 416,666,666 ordinary shares of a par value of US$0.576 each, comprising 333,333,333 Class A Ordinary Shares of a par value of US$0.576 each (each, a “Class A Ordinary Share”) and 83,333,333 Class B Ordinary Shares of a par value of US$0.576 each (each, a “Class B Ordinary Share”), to US$288,000,000,000 divided into 500,000,000,000 ordinary shares of a par value of US$0.576 each, comprising 400,000,000,000 Class A Ordinary Shares of a par value of US$0.576 each and 100,000,000,000 Class B Ordinary Shares of a par value of US$0.576 each (the “Share Capital Change”).

	☐ For	☐ Against	☐ Abstain

Item 5	By a special resolution, subject to the Share Capital Change being effected and all further requirements prescribed by Sections 14, 14A and 14B of the Companies Act (Revised) of the Cayman Islands (the “Companies Act”) relating to share capital reductions being complied with, that (collectively, the “Share Capital Reduction and Reorganization”):

	Share Capital Reduction
		a.	the par value of each issued and outstanding class A ordinary share of US$0.576 par value each and class B ordinary share of US$0.576 par value each in the share capital of the Company be reduced to US$0.0000001 by cancelling US$0.5759999 of the paid-up capital on each of the issued and outstanding Class A Ordinary Shares of US$0.576 par value each and Class B Ordinary Shares of US$0.576 par value each (the “Share Capital Reduction”);
		b.	following the Share Capital Reduction, the amount deemed to be paid up on each issued and outstanding share of the Company shall be US$0.0000001;
		c.	the credit arising from the Share Capital Reduction be transferred to a distributable reserve account of the Company which may be utilized by the Company as the board of directors of the Company may deem fit and as permitted under the Companies Act, the Company’s memorandum and articles of association, and all relevant applicable laws, including, without limitation, eliminating or setting off any accumulated losses of the Company (if any) from time to time;

	Share Capital Subdivision
		d.	immediately following the Share Capital Reduction:
			i.	each authorized but unissued class A ordinary share of US$0.576 par value each be subdivided into 5,760,000 Class A Ordinary Shares of US$0.0000001 par value each; and
			ii.	each authorized but unissued class B ordinary share of US$0.576 par value each be subdivided into 5,760,000 Class B Ordinary Shares of US$0.0000001 par value each (collectively, the “Subdivision”);

	Share Capital Cancellation
		e.	immediately following the Subdivision, the authorized share capital of the Company be altered by the cancellation of such number of unissued Class A Ordinary Shares of US$0.0000001 par value each and unissued Class B Ordinary Shares of US$0.0000001 par value each that will result in the Company having authorized share capital of US$50,000 divided into 500,000,000,000 ordinary shares of a par value of US$0.0000001 each, comprising 400,000,000,000 Class A Ordinary Shares of a par value of US$0.0000001 each and 100,000,000,000 Class B Ordinary Shares of a par value of US$0.0000001 each (the “Cancellation”); and

	Authorized Share Capital Confirmation
		f.	immediately following the Share Capital Reduction, the Subdivision and Cancellation, the authorized share capital of the Company shall be US$50,000 divided into 500,000,000,000 ordinary shares of a par value of US$0.0000001 each, comprising 400,000,000,000 Class A Ordinary Shares of a par value of US$0.0000001 each and 100,000,000,000 Class B Ordinary Shares of a par value of US$0.0000001 each.

Item 6	By a special resolution, subject to and with effect immediately following the Share Capital Change, the M&A Notice Amendment, and the Share Capital Reduction and Reorganization being effected, to adopt the seventh amended and restated memorandum of association, in the form attached to the proxy statement as Exhibit B, in substitution for, and to the exclusion of, the Company’s existing memorandum of association, to reflect the Share Capital Reduction and Reorganization (the “Adoption of the Seventh Amended and Restated M&A ”).

	☐ For	☐ Against	☐ Abstain

Item 7	By an ordinary resolution, to approve the Company’s share capital (whether issued or unissued) to be consolidated at the applicable ratio pursuant to the terms and conditions provided below (the “Further Share Consolidation”):

		a.	at any time after the conclusion of the EGM, if the market price is below $1.00 and the closing price is less than $1.00 and equal to or above $0.50, the Company’s share capital (whether issued or unissued), shall be consolidated at a ratio of 10-to-1, such that (i) every 10 Class A Ordinary shares of a par value of US$0.0000001 each be consolidated into one Class A Ordinary Share of a par value of US$0.000001 each, and (ii) every 10 Class B Ordinary Shares of a par value of US$0.0000001 each be consolidated into one Class B Ordinary Share of a par value of US$0.000001 (the “10-1 Share Consolidation”), and the rounding up of any fractional shares resulting from the 10-1 Share Consolidation to the nearest whole ordinary share, which shall take effect on the twenty-first (21) trading day after the market price of the Class A Ordinary Shares fails to meet the bid price requirement for twenty (20) consecutive trading days, and upon the 10-1 Share Consolidation becoming effective, the authorized share capital of the Company shall be changed:

			FROM: US$50,000 divided into 500,000,000,000 shares comprising (i) 400,000,000,000 Class A Ordinary Shares of a par value of US$0.0000001 each, and (ii) 100,000,000,000 Class B Ordinary Shares of a par value of US$0.0000001 each.

			TO: US$50,000 divided into 50,000,000,000 shares comprising (i) 40,000,000,000 Class A Ordinary Shares of a par value of US$0.000001 each, and (ii) 10,000,000,000 Class B Ordinary Shares of a par value of US$0.000001 each;

		b.	at any time after the conclusion of the EGM, if the market price is below $1.00 and the closing price is less than $0.50 and equal to or above $0.25, the Company’s share capital (whether issued or unissued), shall be consolidated at a ratio of 20-to-1, such that (i) every 20 Class A Ordinary shares of a par value of US$0.0000001 each be consolidated into one Class A Ordinary Share of a par value of US$0.000002 each, and (ii) every 20 Class B Ordinary Shares of a par value of US$0.0000001 each be consolidated into one Class B Ordinary Share of a par value of US$0.000002 (the “20-1 Share Consolidation”), and the rounding up of any fractional shares resulting from the 20-1 Share Consolidation to the nearest whole ordinary share, which shall take effect on the twenty-first (21) trading day after the market price of the Class A Ordinary Shares fails to meet the bid price requirement for twenty (20) consecutive trading days, and upon the 20-1 Share Consolidation becoming effective, the authorized share capital of the Company shall be changed:

			FROM: US$50,000 divided into 500,000,000,000 shares comprising (i) 400,000,000,000 Class A Ordinary Shares of a par value of US$0.0000001 each, and (ii) 100,000,000,000 Class B Ordinary Shares of a par value of US$0.0000001 each.

			TO: US$50,000 divided into 25,000,000,000 shares comprising (i) 20,000,000,000 Class A Ordinary Shares of a par value of US$0.000002 each, and (ii) 5,000,000,000 Class B Ordinary Shares of a par value of US$0.000002 each;

		c.	at any time after the conclusion of the EGM, if the market price is below $1.00 and the closing price is less than $0.25 and equal to or above $0.10, the Company’s share capital (whether issued or unissued), shall be consolidated at a ratio of 50-to-1, such that (i) every 50 Class A Ordinary shares of a par value of US$0.0000001 each be consolidated into one Class A Ordinary Share of a par value of US$0.000005 each, and (ii) every 50 Class B Ordinary Shares of a par value of US$0.0000001 each be consolidated into one Class B Ordinary Share of a par value of US$0.000005 (the “50-1 Share Consolidation”), and the rounding up of any fractional shares resulting from the 50-1 Share Consolidation to the nearest whole ordinary share, which shall take effect on the twenty-first (21) trading day after the market price of the Class A Ordinary Shares fails to meet the bid price requirement for twenty (20) consecutive trading days, and upon the 50-1 Share Consolidation becoming effective, the authorized share capital of the Company shall be changed:

			FROM: US$50,000 divided into 500,000,000,000 shares comprising (i) 400,000,000,000 Class A Ordinary Shares of a par value of US$0.0000001 each, and (ii) 100,000,000,000 Class B Ordinary Shares of a par value of US$0.0000001 each.

			TO: US$50,000 divided into 10,000,000,000 shares comprising (i) 8,000,000,000 Class A Ordinary Shares of a par value of US$0.000005 each, and (ii) 2,000,000,000 Class B Ordinary Shares of a par value of US$0.000005 each;

		d.	at any time after the conclusion of the EGM, if the market price is below $1.00 and the closing price is less than $0.10, the Company’s share capital (whether issued or unissued), shall be consolidated at a ratio of 80-to-1, such that (i) every 80 Class A Ordinary shares of a par value of US$0.0000001 each be consolidated into one Class A Ordinary Share of a par value of US$0.000008 each, and (ii) every 80 Class B Ordinary Shares of a par value of US$0.0000001 each be consolidated into one Class B Ordinary Share of a par value of US$0.000008 (the “80-1 Share Consolidation”), and the rounding up of any fractional shares resulting from the 80-1 Share Consolidation to the nearest whole ordinary share, which shall take effect on the sixth (6) trading day after the market price of the Class A Ordinary Shares fails to meet the bid price requirement for five (5) consecutive trading days, and upon the 80-1 Share Consolidation becoming effective, the authorized share capital of the Company shall be changed:

			FROM: US$50,000 divided into 500,000,000,000 shares comprising (i) 400,000,000,000 Class A Ordinary Shares of a par value of US$0.0000001 each, and (ii) 100,000,000,000 Class B Ordinary Shares of a par value of US$0.0000001 each.

			TO: US$50,000 divided into 6,250,000,000 shares comprising (i) 5,000,000,000 Class A Ordinary Shares of a par value of US$0.000008 each, and (ii) 1,250,000,000 Class B Ordinary Shares of a par value of US$0.000008 each.

Item 8	By a special resolution, subject to approval by the shareholders of Proposal Seven, and entirely conditional upon the effectiveness of the Further Share Consolidation, the Company adopt an amended and restated memorandum and articles of association in substitution for and to the exclusion of, the memorandum and articles of association of the Company in effect immediately prior to the effectiveness of such Further Share Consolidation, to solely reflect such Further Share Consolidation(the “Adoption of New M&A upon the Further Share Consolidation”).

	☐ For	☐ Against	☐ Abstain

Item 9	By an ordinary resolution, to approve that with respect to the matters duly approved under these resolutions at the EGM, (a) any one or more of directors of the Company be and is/are hereby authorized to do all such acts and things and execute all such documents, which are ancillary to the Ratification of the Share Consolidation, the Adoption of the Sixth Amended and Restated M&A, the Share Capital Change, the M&A Notice Amendment, the Share Capital Reduction and Reorganization, the Adoption of the Seventh Amended and Restated M&A, the Further Share Consolidation, the Adoption of New M&A Upon the Further Share Consolidation, and other proposals under the foregoing resolutions, and of administrative nature, on behalf of the Company, including under seal where applicable, as he/she/they consider necessary, desirable or expedient to give effect to the foregoing resolutions; (b) the registered office service provider of the Company be and is hereby authorized and instructed to make the necessary filings with the Registrar of Companies of the Cayman Islands in respect of the foregoing resolutions; and (c) the Company’s share registrar and/or transfer agent be and is hereby instructed to update the register of members of the Company and that upon the surrender to the Company of the existing share certificates (if any) that they be cancelled and that any director or officer of the Company instructed to prepare, sign, seal and deliver on behalf of the Company new share certificates accordingly.

	☐ For	☐ Against	☐ Abstain

Item 10	By an ordinary resolution, to adjourn the EGM to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of Proposal One to Nine.

	☐ For	☐ Against	☐ Abstain