Elong Power Holding Ltd. Files 20-F as Shell Company

TL;DR

Elong Power Holding Ltd. is a shell company as of Nov 21, 2024. 20-F filed.

AI Summary

Elong Power Holding Ltd. filed a Form 20-F on November 27, 2024, reporting as a shell company as of November 21, 2024. The company, incorporated in the Cayman Islands, is located in Beijing, China, and operates in the miscellaneous electrical machinery sector. This filing indicates a significant corporate event, likely related to its status as a shell company.

Why It Matters

This filing signals a potential change in Elong Power Holding Ltd.'s corporate structure or operational status, which could impact investors and its future business direction.

Risk Assessment

Risk Level: medium — Filing as a shell company can indicate a lack of active operations or a transition phase, which carries inherent uncertainty for investors.

Key Numbers

• 001-42416 — SEC File Number (Identifies the company's filing history with the SEC.)
• 20241121 — Report Date (Specifies the date as of which the shell company status is reported.)

Key Players & Entities

• Elong Power Holding Ltd. (company) — Registrant
• November 21, 2024 (date) — Date of event requiring shell company report
• November 27, 2024 (date) — Filing date
• Cayman Islands (jurisdiction) — Jurisdiction of incorporation
• Beijing (location) — Business and mail address city

FAQ

Key Financial Figures

• $0.00001 — ed Class A ordinary shares, par value $0.00001 per share ELPW The Nasdaq Stock Mar
• $0.0001 — ) each ordinary share of TMT, par value $0.0001 per share (“TMT Ordinary Share&rd
• $7,000,000 — or the purchase by the PIPE Investor of $7,000,000 in Elong Class A Ordinary Shares (the &

Filing Documents

• form20-f.htm (20-F) — 289KB
• ex4-4.htm (EX-4.4) — 106KB
• ex4-8.htm (EX-4.8) — 140KB
• ex11-1.htm (EX-11.1) — 49KB
• ex11-2.htm (EX-11.2) — 76KB
• ex99-1.htm (EX-99.1) — 343KB
• ex99-2.htm (EX-99.2) — 1298KB
• ex99-3.htm (EX-99.3) — 506KB
• 0001493152-24-048069.txt ( ) — 2809KB

Identity of Directors, Senior Management and Advisers

Item 1. Identity of Directors, Senior Management and Advisers 3

Offer Statistics and Expected Timetable

Item 2. Offer Statistics and Expected Timetable 3

Key Information

Item 3. Key Information 4

Information on the Company

Item 4. Information on the Company 4

Unresolved Staff Comments

Item 4A. Unresolved Staff Comments 5

Operating and Financial Review and Prospects

Item 5. Operating and Financial Review and Prospects 5

Directors, Senior Management and Employees

Item 6. Directors, Senior Management and Employees 6

Major Shareholders and Related Party Transactions

Item 7. Major Shareholders and Related Party Transactions 9

Financial Information

Item 8. Financial Information 11

The Offer and Listing

Item 9. The Offer and Listing 12

Additional Information

Item 10. Additional Information 12

Quantitative and Qualitative Disclosures about Market Risks

Item 11. Quantitative and Qualitative Disclosures about Market Risks 14

Description of Securities Other than Equity Securities

Item 12. Description of Securities Other than Equity Securities 14 PART II 15 PART III 16

Financial Statements

Item 17. Financial Statements 16

Financial Statements

Item 18. Financial Statements 16

Exhibits

Item 19. Exhibits 17 i EXPLANATORY NOTE On November 21, 2024 (the “Closing Date”), Elong Power Holding Limited, a Cayman Islands exempted company (“Elong” or the “Company”), TMT Acquisition Corp (“TMT” or the “SPAC”) and ELong Power Inc., a Cayman Islands exempted company and a wholly-owned subsidiary of Elong (“Merger Sub”), consummated a business combination (the “Business Combination”) pursuant to the terms of the Amended and Restated Agreement and Plan of Merger, dated February 29, 2024 (the “Business Combination Agreement”). The Business Combination was accomplished by way of the following transaction steps: At the closing of the Business Combination (the “Closing”), Merger Sub merged with and into TMT (the “Merger”), with TMT continuing as the surviving entity and becoming a wholly owned subsidiary of Elong. At the effective time of the Merger (the “Effective Time”), (i) each ordinary share of TMT, par value $0.0001 per share (“TMT Ordinary Share”) issued and outstanding immediately prior to the effective time of the Merger (the “Effective Time”) (other than TMT Excluded Shares and TMT Dissenting Shares (as each is defined below)) converted into one Class A ordinary share of Elong, par value $0.00001 per share (“Elong Class A Ordinary Share”), (ii) each right of TMT (“TMT Right”) issued and outstanding immediately prior to the Effective Time automatically converted in accordance with its terms into 2/10 of one TMT Ordinary Share, and then further converted into 2/10 of one Elong Class A Ordinary Share, and (iii) each unit of TMT, consisting of one TMT Ordinary Share and one TMT Right (“TMT Unit”), issued and outstanding immediately prior to the Effective Time automatically and mandatorily separated into its component parts and the TMT Ordinary Shares and TMT Rig

Risk Factors

Risk Factors The risk factors associated with the Company are described in the Form F-4 in the section titled “ Risk Factors ,” which is incorporated herein by reference. ITEM 4. INFORMATION ON THE COMPANY A. History and Development of the Company The legal name of the Company is Elong Power Holding Limited. The Company was incorporated as an exempted company under the laws of Cayman Islands. The history and development of the Company and the material terms of the Business Combination are described in the Form F-4 in the sections titled “ Summary of the Proxy Statement/Prospectus ,” “ Proposal No. 1 — The Business Combination Proposal ,” “ Information About Elong ” and “ Description of Share Capital of New Elong ,” which are incorporated herein by reference. See “ Explanatory Note ” in this Report for additional information regarding the Company and the Business Combination. Certain information about the Company is set forth in “ Item 4.B — Business Overview ” and is incorporated herein by reference. 4 The Company’s registered office is c/o Harneys Fiduciary (Cayman) Limited, 4th Floor, Harbour Place, 103 South Church Street, P.O. Box 10240, Grand Cayman KY1-1002, Cayman Islands, and the Company’s principal executive office is Gushan Standard Factory Building Project, Ganzhou New Energy Vehicle Technology City, located at West Gushan Road and North Xingguang Road, Ganzhou City, Jiangxi Province, 341000, PRC. The Company’s principal website address is https://www.elongpower.com/. We do not incorporate the information contained on, or accessible through, the Company’s websites into this Report, and you should not consider it a part of this Report. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The SEC&

View Full Filing

View this 20-F filing on SEC EDGAR