Elong Power Holding Ltd.
For the period ended Dec 31, 2025. Filed Apr 20, 2026.
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The yearly report of a company based outside the US. It covers much of what a 10-K does, and may follow accounting rules other than US ones.
FY2025 · Filed Apr 20, 2026
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Cover page
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 20-F
(Mark One)
☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(B) OR 12(G) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31,2025
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number:001-42416
Elong Power Holding Limited
(Exact name of Registrant as specified in its charter)
Cayman Islands
(Jurisdiction of incorporation or organization)
3 Yan Jing Li Zhong Jie
Jiatai International Plaza
Block B, Room 2110
Beijing, China 100025
(Address of principal executive offices)
Xiaodan Liu
Tel.:(86) 13470017223
Email: liuxiaodan@elongpower.com
3 Yan Jing Li Zhong Jie
Jiatai International Plaza
Block B, Room 2110
Beijing, China 100025
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Class A Ordinary Shares, par value $0.0128 per share | ELPW | The Nasdaq Stock Market LLC |
Securities registered or to be registered pursuant to Section 12(g) of the Act:None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:None
On December 31, 2025, the issuer had 34,604 Class A Ordinary Shares, par value $0.0128 per share, and 4,515 Class B Ordinary Shares, par value $0.0128 per share issued and outstanding.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
☐ Yes ☒No
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
☐ Yes ☒No
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
☒Yes ☐ No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
☒Yes ☐ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | Accelerated filer ☐ | Non-accelerated filer ☒ |
|---|---|---|
| Emerging growth company ☒ | ||
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act.☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
| U.S. GAAP ☒ | International Financial Reporting Standards as issued | Other ☐ |
|---|---|---|
| by the International Accounting Standards Board ☐ |
If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.
☐ 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 | 3 |
| Item 2. | Offer Statistics and Expected Timetable | 3 |
| Item 3. | Key Information | 3 |
| Item 4. | Information on the Company | 42 |
| Item 4A. | Unresolved Staff Comments | 68 |
| Item 5. | Operating and Financial Review and Prospects | 68 |
| Item 6. | Directors, Senior Management and Employees | 81 |
| Item 7. | Major Shareholders and Related Party Transactions | 91 |
| Item 8. | Financial Information | 93 |
| Item 9. | The Offer and Listing | 94 |
| Item 10. | Additional Information | 95 |
| Item 11. | Quantitative and Qualitative Disclosures About Market Risk | 112 |
| Item 12. | Description of Securities Other than Equity Securities | 112 |
| PART II | ||
| Item 13. | Defaults, Dividend Arrearages and Delinquencies | 113 |
| Item 14. | Material Modifications to the Rights of Security Holders and Use of Proceeds | 113 |
| Item 15. | Controls and Procedures | 113 |
| Item 16 | Reserved | 114 |
| Item 16A. | Audit Committee Financial Expert | 114 |
| Item 16B. | Code of Ethics | 114 |
| Item 16C. | Principal Accountant Fees and Services | 114 |
| Item 16D. | Exemptions from the Listing Standards for Audit Committees | 115 |
| Item 16E. | Purchases of Equity Securities by the Issuer and Affiliated Purchasers | 115 |
| Item 16F. | Change in Registrant’s Certifying Accountant | 115 |
| Item 16G. | Corporate Governance | 115 |
| Item 16H. | Mine Safety Disclosure | 116 |
| Item 16I. | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. | 116 |
| Item 16J. | Insider Trading Policies | 116 |
| Item 16K. | Cybersecurity | 116 |
| PART III | ||
| Item 17. | Financial Statements | 117 |
| Item 18. | Financial Statements | 117 |
| Item 19. | Exhibits | 117 |
i
INTRODUCTION
Unless otherwise stated in this annual report or the context otherwise requires:
| ● | “ASC” means the FASB’s Accounting Standards Codification. |
| ● | “Cayman Companies Act” means the Companies Act (As Revised) of the Cayman Islands. |
| ● | “Class A Ordinary Shares” means the class A ordinary shares of a par value of $0.0128 each in the share capital of Elong. |
| ● | “Class B Ordinary Shares” means the class B ordinary shares of a par value of $0.0128 each in the share capital of Elong. |
| ● | “Elong”, “we,” “us,” “our Company,” “the Company,” “our,” mean Elong Power Holding Limited, a Cayman Islands exempted company. |
| ● | “Elong’s M&A” means Elong’s fifth amended and restated memorandum and articles of association. |
| ● | “Exchange Act” means the Securities Exchange Act of 1934, as amended. |
| ● | “Nasdaq” means The Nasdaq Stock Market LLC. |
| ● | “Ordinary Shares” means Class A Ordinary Shares and Class B Ordinary Shares. |
| ● | “Securities Act” means the Securities Act of 1933, as amended. |
| ● | “U.S. GAAP” means the accounting principles generally accepted in the United States of America. |
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
This annual report contains forward-looking statements within the meaning of the federal securities laws. Forward-looking statements provide our current expectations or forecasts of future events of the Company. Forward-looking statements include all statements other than statements of historical fact, including statements about the Company’s expectations, beliefs, plans, objectives, intentions, assumptions and other statements. These forward-looking statements include, but are not limited to, statements relating to expectations for future financial performance, business strategies, financings and expectations for the Company’s business. Forward-looking statements may include statements preceded by, followed by or that include the words “may”, “can”, “should”, “will”, “estimate”, “plan”, “project”, “forecast”, “intend”, “expect”, “anticipate”, “believe”, “seek”, “target” or similar expressions, but not all forward-looking statements include such terms.
The forward-looking statements in this annual report are based on information available as of the date of this annual report and Company management’s current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date. We do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
Although we believe the expectations reflected in the forward-looking statements were reasonable at the time made, they cannot guarantee future results, level of activity, volume of sales, performance or achievements. Moreover, no one assumes responsibility for the accuracy or completeness of any of these forward-looking statements. You should carefully consider the cautionary statements contained or referred to in connection with the forward-looking statements contained in this annual report.
You should not place undue reliance on these forward-looking statements. As a result of a number of known and unknown risks and uncertainties, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Factors that could cause actual results to differ include:
| ● | changes in domestic and foreign business, market, financial, political and legal conditions; |
| ● | inability to obtain financing, equity, debt, or convertible debt financings to fund our operations on favorable terms or at all (including where such inability results in additional costs being incurred, and/or additional funding not be available, under existing financing arrangements); |
| ● | growth in demand for our products being lower than expected, or eventuating later than expected (including but not limited to delay in commencement of wheel programs); |
| ● | increase in prices of labor or materials, or adverse movements in foreign exchange; |
| ● | disruption to global supply chains; |
| ● | downward pricing pressure from customers; |
| ● | the inability to maintain the listing of the Company’s securities on a U.S. securities exchange; |
| ● | risks related to the rollout of our business strategy and the timing of expected business milestones; |
| ● | the effects of competition on our future business and our ability to grow and manage growth, establish and maintain relationships with customers, and retain management and key employees; |
| ● | the outcome of any legal proceedings that may be instituted against us or any of our respective directors or officers; |
| ● | the impact of any pandemic or other public health crisis, such as the COVID-19 pandemic, and governmental responses; |
| ● | risks related to the industry; |
| ● | changes in laws and regulations; |
| ● | risks and uncertainties related to being based in and having substantially all operations in China; and |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.