Elong Power (ELPW) swaps $15,600 insider debt for 10,000 shares

Rhea-AI Filing Summary

Elong Power Holding Limited disclosed a related-party debt-for-equity transaction with its CEO and chairwoman, Xiaodan Liu. A prior RMB0.8 million ($117,076) loan to the group, bearing 8% annual interest and transferred to the company, had an outstanding balance of $117,076 in principal and $9,230 in accrued interest as of April 10, 2026.

On April 8, 2026, the company entered a Partial Loan Settlement Agreement with Ms. Liu and Gracedan Co., Limited under which it agreed to issue 10,000 Class B ordinary shares at $1.56 per share to settle $15,600 of the loan principal. The shares were issued on April 13, 2026 under exemptions from registration in Section 4(a)(2) of the Securities Act of 1933 and Regulation S.

Key Figures

Loan principal: $117,076 Interest rate: 8% per annum Accrued interest: $9,230 +4 more

7 metrics

Loan principal $117,076 Loan amount from CEO, bearing 8% interest

Interest rate 8% per annum Rate on CEO loan to group

Accrued interest $9,230 Unpaid interest as of April 10, 2026

Principal settled $15,600 Portion of loan converted to equity

Shares issued 10,000 shares Class B ordinary shares under settlement

Share valuation $1.56 per share Based on Class A closing price on April 7, 2026

Original loan currency RMB0.8 million Stated equivalent of $117,076

Key Terms

Partial Loan Settlement Agreement, Class B ordinary shares, Section 4(a)(2) of the Securities Act of 1933, Regulation S, +1 more

5 terms

Partial Loan Settlement Agreement financial

"On April 8, 2026, the Company entered into a Partial Loan Settlement Agreement"

Class B ordinary shares financial

"the Company agreed to issue 10,000 Class B ordinary shares of the Company"

Class B ordinary shares are a type of ownership stake in a company that typically come with different voting rights or privileges compared to other share classes. For investors, they represent a way to hold part of the company’s value and influence its decisions, often with fewer voting rights than Class A shares. Understanding these shares helps investors assess their level of control and potential returns within a company.

Section 4(a)(2) of the Securities Act of 1933 regulatory

"pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933"

Regulation S regulatory

"and Regulations S promulgated thereunder"

Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.

foreign private issuer regulatory

"REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16"

A foreign private issuer is a company organized outside the United States that meets tests showing it is primarily foreign-controlled and therefore qualifies for a different set of U.S. reporting rules. For investors, that means the company files less frequent or differently formatted disclosures with U.S. regulators and may follow home-country accounting and governance practices, so buying its stock is like dining at a well-reviewed restaurant that follows its home kitchen’s rules instead of the local menu — you get access but should check what standards apply.

Form 6-K: How Foreign Companies Report to the SEC →

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month ended April 2026

Commission File No. 001-42416

Elong power holding limited

(Translation of registrant’s name into English)

3 Yan Jing Li Zhong Jie

Jiatai International Plaza

Block B, Room 2110

Beijing, China 10002

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F

Form 20-F ☒        Form 40-F ☐

In 2025, Yang (Hong Kong) International Limited (formerly known as Elong Power (Hong Kong) International Limited) (“Jingyang HK”) borrowed RMB0.8 million ($117,076) from Ms. Xiaodan Liu, a director, the Chief Executive Officer and the Chairwoman of the Board of Elong Power Holding Limited (the “Company”), bearing interest at 8% per annum and payable on demand. On December 31, 2025 Jingyang HK transferred its debt of RMB0.8 million ($117,076) owed to Ms. Liu and related interest payable to the Company under same terms (the “Loan”). The outstanding balance as of April 10, 2026 consists of $117,076 in principal and $9,230 in accrued and unpaid interest.

On April 8, 2026, the Company entered into a Partial Loan Settlement Agreement (the “Agreement”) with Ms. Liu, and Gracedan Co., Limited, a Cayman Islands company controlled by Ms. Liu, pursuant to which the Company agreed to issue 10,000 Class B ordinary shares of the Company (the “Shares”), valued at $1.56 per share, the closing price of the Company’s Class A ordinary shares as of April 7, 2026, to Gracedan Co., Limited to settle $15,600 of the principal of the Loan owed. On April 13, 2026, pursuant to the Agreement, the Company issued the Shares to Ms. Liu.

The execution and delivery of the Agreement and the issuance of the Shares were made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended and Regulations S promulgated thereunder.

The foregoing description of the Agreement is qualified in its entirety by reference to the provisions of the Agreement filed as Exhibit 10.1 to this report, which are incorporated by reference herein.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Elong Power Holding Limited
Date: April 15, 2026	By:	/s/ Xiaodan Liu
	Name:	Xiaodan Liu
	Title	Chief Executive Officer

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EXHIBIT INDEX

Exhibit No.		Description
10.1		Debt Settlement Agreement by and between the Company and Xiaodan Liu, dated April 8, 2026

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FAQ

What transaction did Elong Power Holding Limited (ELPW) disclose in this report?

Elong Power disclosed a partial settlement of a related-party loan. The company converted $15,600 of loan principal owed to CEO Xiaodan Liu into 10,000 Class B ordinary shares, reflecting a debt-for-equity swap with an insider at $1.56 per share.

How large was the original loan to Elong Power (ELPW) from its CEO?

The original loan was RMB0.8 million, stated as $117,076. It was provided to a Hong Kong subsidiary in 2025 by CEO and chairwoman Xiaodan Liu at 8% annual interest, and later transferred to Elong Power Holding Limited under the same terms.

What portion of Elong Power’s insider loan was settled in shares?

Elong Power settled $15,600 of the loan principal using equity. The company issued 10,000 Class B ordinary shares valued at $1.56 per share, leaving most of the $117,076 principal and $9,230 accrued interest still outstanding after this partial settlement.

At what price were the new Elong Power (ELPW) shares valued for the loan settlement?

The 10,000 Class B ordinary shares were valued at $1.56 per share. This value matched the closing price of Elong Power’s Class A ordinary shares on April 7, 2026 and was used to determine the $15,600 principal amount settled.

Which securities law exemptions did Elong Power rely on for issuing the shares?

The company relied on Section 4(a)(2) of the Securities Act of 1933 and Regulation S. These exemptions allowed Elong Power to issue the 10,000 Class B ordinary shares in a non-public transaction connected to settling part of the insider loan obligation.

Who received the Elong Power shares issued in the debt settlement?

The agreement provided for issuance of shares to Gracedan Co., Limited, a Cayman Islands company controlled by CEO Xiaodan Liu. The report also notes that, on April 13, 2026, the company issued the 10,000 Class B ordinary shares to Ms. Liu pursuant to the agreement.

Filing Exhibits & Attachments

1 document

Agreements & Contracts

• EX-10.1 EX-10.1 27.2 KB