Elong Power Details Reorganization, PRC Reliance in 20-F

TL;DR

**ELPW's 20-F reveals a complex PRC-centric structure and a $7M PIPE, but the inherent China risks make this a speculative play for the brave.**

AI Summary

Elong Power Holding Ltd. (ELPW) filed its 20-F for the fiscal year ended December 31, 2024, detailing its corporate structure and recent reorganization. The company, a Cayman Islands holding entity, has no substantive operations and relies on its PRC subsidiaries for business activities, primarily in R&D and manufacturing of lithium-ion batteries and energy storage systems. Key subsidiaries include Huizhou Yipeng, Ganzhou Yipeng, and Zibo Yipeng. The filing highlights a significant reorganization completed in November 2023, involving the establishment of Elong Power International, Elong Power (Hong Kong), and Elong Power (Ganzhou) as a Wholly Foreign-Owned Enterprise (WFOE) in the PRC. This WFOE subsequently obtained 100% equity interest in Huizhou Yipeng. As part of this reorganization, Elong Power issued 6,845,290 Class A Ordinary Shares and 16,538,142 Class B Ordinary Shares to original shareholders, along with 105,430,851 warrants (36,831,228 after reverse share split) to institutional shareholders. The company also disclosed a PIPE Financing of $7,000,000 to be consummated concurrently with the closing of its Business Combination with TMT Acquisition Corp. The filing emphasizes risks associated with its holding company structure and reliance on PRC operations, including potential future foreign ownership limitations and a 10% withholding tax on dividends from PRC subsidiaries.

Why It Matters

This 20-F filing is crucial for investors as it clarifies Elong Power's complex holding company structure, where investors indirectly own interests in PRC operating companies. The $7,000,000 PIPE Financing indicates fresh capital infusion, potentially supporting growth initiatives in the competitive lithium-ion battery and energy storage market. However, the inherent risks of operating primarily in China, including potential regulatory changes impacting foreign ownership and a 10% withholding tax on dividends, could significantly affect investor returns and the company's valuation. Employees and customers of Elong's PRC subsidiaries, like Huizhou Yipeng, will see continued operations under the new structure, but the broader market will scrutinize how ELPW navigates geopolitical and regulatory uncertainties.

Risk Assessment

Risk Level: high — The risk level is high due to Elong Power's status as a Cayman Islands holding company with no substantive operations, relying entirely on its PRC subsidiaries. The filing explicitly states, "investors may never hold equity interests in operating companies in the PRC" and highlights the risk that "PRC regulatory authorities could decide to limit foreign ownership in its industry in the future," potentially making the value of Class A Ordinary Shares "significantly decline or become worthless." Additionally, a 10% withholding tax on dividends from PRC subsidiaries further impacts cash flow to the parent company.

Analyst Insight

Investors should exercise extreme caution and conduct thorough due diligence on the geopolitical and regulatory landscape in China before considering ELPW. Given the high-risk profile and reliance on PRC operations, a speculative position, if any, should be a small allocation of a diversified portfolio, acknowledging the potential for significant capital loss.

Key Numbers

• $0.00001 — Par value per share (Par value for both Class A and Class B Ordinary Shares)
• 58,056,099 — Ordinary Shares outstanding (Total Ordinary Shares outstanding as of September 19, 2025, exclusive of 9,000,000 earnout shares)
• 52,278,662 — Class A Ordinary Shares outstanding (Portion of total outstanding shares as of September 19, 2025)
• 5,777,437 — Class B Ordinary Shares outstanding (Portion of total outstanding shares as of September 19, 2025)
• 105,430,851 — Warrants issued (Initially issued to nine institutional shareholders, convertible into Class A Ordinary Shares)
• 36,831,228 — Warrants after reverse share split (Number of Class A Ordinary Shares acquirable upon exercise of warrants after reverse share split)
• $7,000,000 — PIPE Financing amount (Private financing to be consummated concurrently with the Business Combination)
• 10% — Withholding tax rate (Applicable to dividends from PRC subsidiaries under PRC EIT Law)
• 10% — Statutory reserve fund appropriation (Annual appropriation of net after-tax income by PRC subsidiaries)
• 50% — Statutory reserve fund threshold (Aggregate amount of reserve fund must reach 50% of registered capital)

Key Players & Entities

• Elong Power Holding Ltd. (company) — Registrant and Cayman Islands holding company
• TMT Acquisition Corp (company) — SPAC merging with Elong Power
• Huizhou City Yipeng Energy Technology Co., Ltd. (company) — Primary PRC operating subsidiary
• Ganzhou Yipeng Energy & Technology Co., Ltd. (company) — PRC subsidiary of Huizhou Yipeng
• Zibo Yipeng New Energy Technology Co., Ltd. (company) — PRC subsidiary of Huizhou Yipeng
• Xiaodan Liu (person) — Company Contact Person, CEO and Chairwoman
• SEC (regulator) — Securities and Exchange Commission
• Nasdaq (regulator) — Exchange where ELPW Class A Ordinary Shares are registered
• GRACEDAN CO., LTD. (company) — 100% owned by Elong Power's CEO and Chairwoman
• PRC (regulator) — Jurisdiction of primary operations and regulatory risk

FAQ

Risk Factors

• Reliance on PRC Subsidiaries and Foreign Ownership Restrictions [high — regulatory]: Elong Power Holding Ltd. is a Cayman Islands holding entity with no substantive operations, relying entirely on its PRC subsidiaries for business activities in R&D and manufacturing of lithium-ion batteries and energy storage systems. This structure exposes the company to potential future foreign ownership limitations in the PRC, which could impact its ability to conduct business or repatriate profits.
• Withholding Tax on Dividends [medium — financial]: Dividends distributed from PRC subsidiaries to the Cayman Islands holding company are subject to a 10% withholding tax under the PRC Enterprise Income Tax Law. This tax reduces the amount of capital available for reinvestment or distribution to shareholders.
• Statutory Reserve Fund Requirements [medium — operational]: PRC subsidiaries are required to appropriate a portion of their net after-tax income to a statutory reserve fund. This appropriation continues until the aggregate amount of the reserve fund reaches 50% of the registered capital. This requirement can limit the immediate availability of retained earnings for distribution.
• PIPE Financing Contingent on Business Combination [high — financial]: The company disclosed a $7,000,000 PIPE Financing that is to be consummated concurrently with the closing of its Business Combination with TMT Acquisition Corp. The success of this financing is directly tied to the completion of the business combination, introducing execution risk.
• ODI Approvals for Overseas Investments [medium — regulatory]: The issuance of Elong Warrants was subject to the completion of Overseas Direct Investment (ODI) Approvals from PRC authorities. Delays or failures to obtain these approvals could impact the validity or terms of the warrants and related share issuances.

Industry Context

Elong Power Holding Ltd. operates in the rapidly growing lithium-ion battery and energy storage systems sector. This industry is characterized by intense competition, rapid technological advancements, and increasing global demand driven by electric vehicles and renewable energy integration. Key players are investing heavily in R&D and manufacturing capacity to capture market share.

Regulatory Implications

The company's reliance on PRC subsidiaries subjects it to Chinese foreign investment regulations and potential changes in policy. The need for ODI Approvals and the structure of its PRC operations highlight the complexities of operating in China as a foreign-domiciled entity.

What Investors Should Do

1. Monitor the closing of the Business Combination with TMT Acquisition Corp.
2. Assess the impact of PRC regulatory changes on foreign ownership and profit repatriation.
3. Evaluate the terms and potential dilution from the outstanding warrants.

Key Dates

• 2023-11-15: Issuance of Elong Warrants — Warrants were issued to original shareholders of Huizhou Yipeng, entitling them to acquire up to 105,430,851 Class A Ordinary Shares (36,831,228 after reverse split), subject to ODI Approvals. This is a key component of the restructuring.
• 2023-11-01: Completion of Reorganization — Establishment of Elong Power International, Elong Power (Hong Kong), and Elong Power (Ganzhou) as a WFOE, which subsequently obtained 100% equity interest in Huizhou Yipeng. This marks a significant structural change.
• 2024-02-29: Amended and Restated Business Combination Agreement — This agreement outlines the terms for the business combination between TMT Acquisition Corp and Elong Power Holding Limited, a critical step towards public listing.

Glossary

WFOE

Wholly Foreign-Owned Enterprise. A type of company in China wholly owned by foreign investors. (Elong's PRC operations are structured through a WFOE, which is central to its business activities and regulatory compliance in China.)

ODI Approvals

Overseas Direct Investment Approvals. Consents, approvals, or registrations required from PRC governmental authorities for investments made outside of China by PRC entities or individuals. (These approvals were a condition for the issuance of Elong Warrants, highlighting regulatory hurdles for cross-border transactions.)

PIPE Financing

Private Investment in Public Equity. A type of private placement of securities by a publicly traded company. (A $7,000,000 PIPE financing is planned to close concurrently with the Business Combination, indicating a need for capital infusion.)

Business Combination

The merger of Merger Sub with and into TMT Acquisition Corp, following which TMT will continue as a wholly-owned subsidiary of Elong. (This transaction is a key event for Elong, likely leading to its public listing and access to capital markets.)

Elong Reverse Share Split

A reverse stock split to be effectuated by Elong immediately prior to the Closing of the Business Combination. (This action reduces the number of outstanding shares, which is often done to meet minimum share price requirements for listing on exchanges like Nasdaq.)

Year-Over-Year Comparison

This 20-F filing details a significant corporate reorganization completed in November 2023, including the establishment of new subsidiaries and the issuance of shares and warrants. Unlike previous filings, it explicitly outlines the structure involving a Cayman Islands holding company and PRC WFOE subsidiaries, along with the contingent PIPE financing tied to a business combination. New risks related to PRC regulations, withholding taxes, and the business combination execution are highlighted.

Key Financial Figures

• $0.00001 — ed Class A Ordinary Shares, par value $0.00001 per share ELPW The Nasdaq Stock Mar
• $7,000,000 — ancing " means the private financing of $7,000,000 to be consummated concurrently with the
• $0.0001 — " means the ordinary shares, par value $0.0001 per share, of TMT. " U.S. GAAP " mean

Filing Documents

• form20-f.htm (20-F) — 3618KB
• ex2-1.htm (EX-2.1) — 68KB
• ex8-1.htm (EX-8.1) — 11KB
• ex12-1.htm (EX-12.1) — 10KB
• ex12-2.htm (EX-12.2) — 10KB
• ex13-1.htm (EX-13.1) — 5KB
• ex13-2.htm (EX-13.2) — 4KB
• ex15-1.htm (EX-15.1) — 3KB
• ex97-1.htm (EX-97.1) — 26KB
• form20-f_009.jpg (GRAPHIC) — 159KB
• form20-f_010.jpg (GRAPHIC) — 56KB
• form20-f_011.jpg (GRAPHIC) — 25KB
• form20-f_012.jpg (GRAPHIC) — 49KB
• form20-f_013.jpg (GRAPHIC) — 38KB
• form20-f_014.jpg (GRAPHIC) — 32KB
• form20-f_015.jpg (GRAPHIC) — 29KB
• form20-f_016.jpg (GRAPHIC) — 24KB
• ex15-1_001.jpg (GRAPHIC) — 16KB
• chart20-f_001.jpg (GRAPHIC) — 100KB
• 0001493152-25-014353.txt ( ) — 15859KB
• elpw-20241231.xsd (EX-101.SCH) — 108KB
• elpw-20241231_cal.xml (EX-101.CAL) — 127KB
• elpw-20241231_def.xml (EX-101.DEF) — 375KB
• elpw-20241231_lab.xml (EX-101.LAB) — 718KB
• elpw-20241231_pre.xml (EX-101.PRE) — 578KB
• form20-f_htm.xml (XML) — 2710KB

Item 18

Item 17 Item 18 If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to 240.10D-1(b). If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934). Yes No (APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS) Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes No Table of Contents Page PART I Item 1. Identity of Directors, Senior Management and Advisers 4 Item 2. Offer Statistics and Expected Timetable 4 Item 3. Key Information 4 Item 4. Information on the Company 46 Item 4A. Unresolved Staff Comments 81 Item 5. Operating and Financial Review and Prospects 82 Item 6. Directors, Senior Management and Employees 106 Item 7. Major Shareholders and Related Party Transactions 118 Item 8. Financial Information 121 Item 9. The Offer and Listing 122 Item 10. Additional Information 122 Item 11.

Quantitative and Qualitative Disclosures About Market Risk

Quantitative and Qualitative Disclosures About Market Risk 138 Item 12.

Description of Securities Other than Equity Securities

Description of Securities Other than Equity Securities 139 PART II Item 13. Defaults, Dividend Arrearages and Delinquencies 140 Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds 140 Item 15.

Controls and Procedures

Controls and Procedures 140 Item 16 Reserved 141 Item 16A. Audit Committee Financial Expert 141 Item 16B. Code of Ethics 141 Item 16C. Principal Accountant Fees and Services 141 Item 16D. Exemptions from the Listing Standards for Audit Committees 143 Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers 143 Item 16F. Change in Registrant's Certifying Accountant 143 Item 16G. Corporate Governance 143 Item 16H. Mine Safety Disclosure 143 Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. 143 Item 16J. Insider Trading Policies 144 Item 16K. Cybersecurity 144 PART III Item 17.

Financial Statements

Financial Statements 145 Item 18.

Financial Statements

Financial Statements 145 Item 19. Exhibits 145 i INTRODUCTION Unless otherwise stated in this annual report or the context otherwise requires: " ASC " means the FASB's Accounting Standards Codification. " Business Combination " means the transactions contemplated by the Business Combination Agreement, including the Merger. " Business Combination Agreement " means the Amended and Restated Agreement and Plan of Merger, dated as of February 29, 2024, by and among TMT Acquisition Corp, Elong Power Holding Limited and ELong Power Inc., as the same may be amended, restated or supplemented. " Cayman Companies Act " means the Companies Act (As Revised) of the Cayman Islands. " Elong ", "we," "us," "our Company," "the Company," "our," mean Elong Power Holding Limited, a Cayman Islands exempted company. " Elong Class A Ordinary Shares " means the class A ordinary shares of a par value of $0.00001 each in the share capital of Elong. " Elong Class B Ordinary Shares " means the class B ordinary shares of a par value of $0.00001 each in the share capital of Elong. " Elong Ganzhou " means Elong Ganzhou Energy Technology Co., Ltd., a PRC company and a subsidiary of Elong. " Elong Ordinary Shares " means Elong Class A Ordinary Shares and Elong Class B Ordinary Shares. " Elong Reverse Share Split " means the reverse share split to be effectuated by Elong immediately prior to the Closing. " Elong Warrants " means those certain warrants issued by Elong, in connection with that certain Restructuring Framework Agreement dated October 8, 2023, to nine original shareholders of Elong's subsidiary Huizhou Yipeng on November 15, 2023, initially entitling them to acquire up to 105,430,851 Elong Class A Ordinary Shares ( 36,831,228 Elong Class A Ordinary Shares after giving effect to the Elong Reverse Share Split) , subject to the completion of the ODI Approvals " Exchange Act " means the Securities Exchange Act of 1934, as amended. " FASB " means the Financia

Identity of Directors,

Item 1. Identity of Directors, Senior Management and Advisers Not applicable for annual reports on Form 20-F.

Offer Statistics and

Item 2. Offer Statistics and Expected Timetable Not applicable for annual reports on Form 20-F.

Key Information

Item 3. Key Information Corporate Structure The following diagram illustrates the corporate structure of the Company and its subsidiaries as of the date of this annual report: Subsidiaries Place of incorporation Date of incorporation Percentage of Principal activities Elong Power International Co, Limited ("Elong Power International") BVI September 20, 2023 100 % Investment holding Elong Power Holding Co., Limited BVI October 15, 2024 100 % Investment holding Elong Power (Hong Kong) International Limited ("Elong Power (Hong Kong)") Hong Kong October 9, 2023 100 % Investment holding Elong Power (Hong Kong) Holding Limited Hong Kong October 29, 2024 100 % Investment holding Elong Power (Ganzhou) Co., Ltd. Ganzhou, PRC November 2, 2023 100 % Investment holding Elong Power (Zibo) Co., Ltd Zibo, PRC January 23 , 2025 100 % R&D and manufacturing of battery spare parts and energy storage technology services Huizhou Huizhou, PRC January 26, 2014 100 % R&D and manufacturing of lithium-ion power batteries, lithium-ion power battery systems and their accessories Ganzhou Yipeng Energy & Technology Co., Ltd. ("Ganzhou Yipeng") Ganzhou, PRC May 28, 2018 100 % R&D and manufacturing of lithium-ion batteries, backup power supplies, energy storage systems and accessories. Zibo Yipeng Energy & Technology Co., Ltd. ("Zibo Yipeng") Zibo, PRC September 29, 2022 100 % R&D and manufacturing of battery spare parts and energy storage technology services Elong Power (Beijing) Co., Ltd. ("Beijing Yipeng") Beijing, PRC April 26, 2024 100 % Operations, sales and R&D TMT Acquisition Corp ("TMT") Cayman Islands July 6, 2021 100 % Investment holding The Subsidiaries and Business Functions Prior to the incorporation of the Company, Huizhou City Yipeng Energy Technology Co., Ltd. ("Yipeng")

View Full Filing

View this 20-F filing on SEC EDGAR