亿珑能源美股招股说明书(2026-02-27版)

21,700,000 Units, Each Unit Consisting of One Class A Ordinary Share and One Common Warrant to Purchase One Class A Ordinary Share Up to 86,800,000 Class A Ordinary underlying the Common Warrants (which includes a zero exercise price option) We are offering 21,700,000 units (the “Units”), each consisting of one Class A ordinary share, par value of US$0.00016 per share (each a “Class A Ordinary Share”), ofElong Power Holding Limited (“Elong”, the “Company”, “we”, “our”, “us”), together with one warrant (each a “Common Warrant”), each to initially purchase up toone Class A Ordinary Share, at an offering price of US$0.3231 per Unit. The Units have no stand-alone rights and will not be certified or issued as stand-alonesecurities. Each Common Warrant will entitle the holder to purchase one Class A Ordinary Share at an initial exercise price of $0.3231 (representing 100% of the offering price of$0.3231 per unit, subject to price resets as described below, and expire three (3) years from date of issuance. A holder of a Common Warrant may not exercise anyportion of a Common Warrant to the extent that the holder, together with its affiliates and any other person or entity acting as a group, would own more than 4.99% (or,at the election of the investor, 9.99%) of our outstanding Class A Ordinary Shares after exercise, as such ownership percentage is determined in accordance with theterms of the Common Warrants, except that upon notice from the holder to us, the holder may waive such limitation up to a percentage, not in excess of 9.99%. A holderof Common Warrants may, at any time following the closing of this offering and in its sole discretion, exercise its Common Warrants in whole or in part by means of azero exercise price option, in which the holder will receive two (2) Class A Ordinary Shares that would be issuable upon a cash exercise of the Common Warrant,without payment of additional consideration. As a result, we will likely not receive any additional funds and do not expect to receive any additional funds upon theexercise of the Common Warrants. In addition: (i) on the 2ndand 5thtrading day following the closing of this offering, the exercise price for the Common Warrants willbe reduced to 70% and 50% of the initial exercise price, or $0.2262 and $0.1616 per share, respectively, at an initial exercise price of $0.3231; and (ii) upon eachadjustment to the exercise price for the Common Warrants, the number of issuable warrant shares will be proportionately increased so that the nominal aggregateexercise price of the Common Warrants will remain the same. If all of the Common Warrants offered to investors in this offering are exercised on a zero exercise pricebasis following the resets of the exercise price, an aggregate of 86,800,000 Class A Ordinary Shares would be issued upon such zero exercise price option withoutpayment to us of any additional cash. See “Description of Warrants” on page 146 of this prospectus for more information regarding the terms of the Common Warrants. The Class A Ordinary Shares can each be purchased in this offering only with the accompanying Common Warrant that is part of a Unit, but the Units have no stand-alone rights and will not be certified, and the components of the Units will be immediately separable and will be issued separately in this offering. We are also registering the Class A Ordinary Shares issuable from time to time upon exercise of the Common Warrants included in the Units offered hereby. Our Class A Ordinary Shares are listed on the Nasdaq Global Market (the “Nasdaq”) under the symbol “ELPW”. On February 25, 2026, the last reported sales price ofour Class A Ordinary Shares on Nasdaq was US$0.3231 per share. On December 2, 2025, our Board of Directors approved a sixteen (16)-for-one (1) share consolidation and the rounding up of any fractional shares resulting from theshare consolidation to the nearest whole ordinary share to be effective on December 2, 2025 (the “Share Consolidation”), which took effect on December 2, 2025. OurClass A Ordinary Shares began trading on a post-Share Consolidation basis on December 26, 2025. Unless specified otherwise, all references in this prospectus to shareand per share data have been adjusted, including historical data which has been retroactively adjusted, to give effect to the Share Consolidation. For more information,see “Risk Factors - Risks Related to Our Ordinary Shares - The market price of our Class A Ordinary Shares has recently declined significantly, and our Class AOrdinary Shares could be delisted from the Nasdaq or trading could be suspended.” on page 52 of this prospectus. There is no established trading market for the Common Warrants, and we do not expect an active trading market to develop. We do not intend to list the CommonWarrants on any securities exchange or other trading market. Without an active trading market, the liquidity of the Common Warrants will be limited. The offering price for the Units i