亿珑能源美股招股说明书(2026-07-13版)

ELONG POWER HOLDING LIMITED. Up to 7,975,000 Units, Each Unit Consisting of One Class A Ordinary Share and One Common Warrant to Purchase One ClassA Ordinary Share Up to 8,525,000 Pre-Funded Units, Each Pre-Funded Unit Consisting of One Pre-Funded Warrant to Purchase one Class AOrdinary Share and One Common Warrant to Purchase One Class A Ordinary Share Up to 8,525,000 Class A Ordinary Shares underlying the Pre-Funded Warrants Up to 16,500,000 Class A Ordinary underlying the Common Warrants We are offering on a best-efforts basis of up to 7,975,000 units (the “Units”), each consisting of one Class A ordinary share, par valueof US$0.0128 per share (each a “Class A Ordinary Share”), of Elong Power Holding Limited (“Elong”, the “Company”, “we”, “our”,“us”), together with one warrant (each a “Common Warrant”), each to purchase up to one Class A Ordinary Share, at an offering priceof US$0.40 per Unit. The Units have no stand-alone rights and will not be certified or issued as stand-alone securities. We are also offering pre-funded units (the “Pre-Funded Units”), with each Pre-Funded Unit consisting of (i) one pre-funded warrant(each a “Pre-Funded Warrant”) to purchase one Class A Ordinary Share and (ii) one Common Warrant, to those purchasers whosepurchase of Units in this offering would otherwise result in the purchaser, together with its affiliates and certain related parties,beneficially owning more than 4.99% (or, at the election of the purchaser, 9.99%) of our outstanding Class A Ordinary Sharesimmediately following the consummation of this offering. The purchase price of each Pre-Funded Unit is equal to the price per Unitbeing sold in this offering, minus $0.001. The Pre-Funded Warrants will be immediately exercisable (subject to the beneficialownership cap) and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full. For each Pre-Funded Unitwe sell (without regard to any limitation on exercise set forth therein), the number of Units we are offering will be decreased on a one-for-one basis. The Pre-Funded Units have no stand-alone rights and will not be certified or issued as stand-alone securities. Each Common Warrant will entitle the holder to purchase one Class A at an exercise price of $0.40 (representing 100% of the offeringprice of $0.40 per Unit), and expire three (3) years from date of issuance. A holder of a Common Warrant may not exercise any portionof a Common Warrant to the extent that the holder, together with its affiliates and any other person or entity acting as a group, wouldown more than 4.99% (or, at the election of the investor, 9.99%) of our outstanding Class A Ordinary Shares after exercise, as suchownership percentage is determined in accordance with the terms of the Common Warrants, except that upon notice from the holder tous, the holder may waive such limitation up to a percentage, not in excess of 9.99%. A holder of Common Warrants may, at any timefollowing the closing of this offering and in its sole discretion, exercise its Common Warrants in whole. See “Description of Warrants”on page 47 of this prospectus for more information regarding the terms of the Common Warrants. The Class A Ordinary Shares and Pre-Funded Warrants, as the case may be, can each be purchased in this offering only with theaccompanying Common Warrants that are part of a Unit or Pre-Funded Unit, but the Units and the Pre-Funded Units have no stand-alone rights and will not be certified, and the components of the Units or the Pre-Funded Units will be immediately separable and willbe issued separately in this offering. We are also registering the Class A Ordinary Shares issuable from time to time upon exercise of the Pre-Funded Warrants andCommon Warrants included in the Units and Pre-Funded Units offered hereby. Our Class A Ordinary Shares are listed on the Nasdaq Capital Market (the “Nasdaq”) under the symbol “ELPW”. On June 30, 2026,the last reported sales price of our Class A Ordinary Shares on Nasdaq was US$0.985 per share. See “Risk Factors - Risks Related toOur Ordinary Shares - Elong’s stock price may be volatile in the future, which could lead to losses by investors and costly securitieslitigation.” on page 25 of this prospectus. On December 2, 2025, our board of directors approved a sixteen (16)-for-one (1) share consolidation and the rounding up of anyfractional shares resulting from the share consolidation to the nearest whole ordinary share. The Company’s Class A ordinary shares ofa par value of US$0.00016 each began trading on the Nasdaq on a post-share consolidation basis on December 26, 2025 (the“December 2025 Share Consolidation”). On March 5, 2026, our board of directors approved an eighty (80)-for-one (1) share consolidation and the rounding up of anyfractional shares resulting from the share consolidation to the nearest whole ordinary share. to be effective on the same day. TheCompany’s Class A ordinary shares of a par value of US$0.0128 each bega