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June 11, 2024
Xiaodan Liu
Chief Executive Officer
Elong Power Holding Ltd.
Gushan Standard Factory Building Project
Ganzhou New Energy Vehicle Technology City
West Gushan Road and North Xingguang Road
Ganzhou City, Jiangxi Province, 341000
China
Re:Elong Power Holding Ltd.
Amendment No. 1 to
Draft Registration Statement on Form F-4
Submitted May 28, 2024
CIK No. 0002015691
Dear Xiaodan Liu:
            We have reviewed your amended draft registration statement and have the following
comments.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. If you do not believe a comment applies to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, any references to prior comments are to comments in our
April 12, 2024 letter.
Amendment No. 1 to Draft Registration Statement on Form F-4
Cover Page
1.We note your revisions in response to prior comment 5. Please revise your disclosure on
the cover page to state that New Elong will be a "controlled company" under Nasdaq
rules.

 FirstName LastNameXiaodan Liu
 Comapany NameElong Power Holding Ltd.
 June 11, 2024 Page 2
 FirstName LastName
Xiaodan Liu
Elong Power Holding Ltd.
June 11, 2024
Page 2
Summary of the Proxy Statement/Prospectus
Regulatory Matters
PRC approvals of and the filing required for the Business Combination, page 32
2.We note the changes you made to your disclosure in response to prior comment 1
appearing on the cover page, Summary and Risk Factor sections relating to legal and
operational risks associated with operating in China and PRC regulations. The Sample
Letters to China-Based Companies sought specific disclosure relating to the risk that the
PRC government may intervene in or influence your operations at any time, or may exert
control over operations of your business, which could result in a material change in your
operations and/or the value of the securities you are registering for sale.  We remind you
that, pursuant to federal securities rules, the term “control” (including the terms
“controlling,” “controlled by,” and “under common control with”) as defined in Securities
Act Rule 405 means “the possession, direct or indirect, of the power to direct or cause the
direction of the management and policies of a person, whether through the ownership of
voting securities, by contract, or otherwise.”  The Sample Letters also sought specific
disclosures relating to uncertainties regarding the enforcement of laws and that the rules
and regulations in China can change quickly with little advance notice.  We do not believe
that your revised disclosure referencing the PRC government’s intent to strengthen its
regulatory oversight conveys the same risk. Please revise your disclosure accordingly. In
addition, please make similar revisions to your disclosure in Risk Factors on page 60.
3.In this section, disclose each permission or approval that Elong or its subsidiaries are
required to obtain from Chinese authorities to operate its business and to offer the
securities being registered to foreign investors. State whether Elong or its subsidiaries are
covered by permissions requirements from the China Securities Regulatory Commission
(CSRC), Cyberspace Administration of China (CAC) or any other governmental agency
that is required to approve its operations, and state affirmatively whether Elong
has received all requisite permissions or approvals and whether any permissions or
approvals have been denied. Please also describe the consequences to you and your
investors if Elong or its subsidiaries: (i) do not receive or maintain such permissions or
approvals, (ii) inadvertently conclude that such permissions or approvals are not required,
or (iii) applicable laws, regulations, or interpretations change and you are required to
obtain such permissions or approvals in the future.
The approval of and the filing with the CSRC may be required in connection with the Business
Combination..., page 61
4.Please revise your disclosure to provide how investors will be notified of the approval or
other changes in status relating to your Trial Administrative Measures application.

 FirstName LastNameXiaodan Liu
 Comapany NameElong Power Holding Ltd.
 June 11, 2024 Page 3
 FirstName LastName
Xiaodan Liu
Elong Power Holding Ltd.
June 11, 2024
Page 3
Certain Unaudited Elong Prospective Financial Information, page 102
5.We note your response to prior comment 15 stating that your projected revenue was not in
line with historical trends and reissue comment 15 in part. Please revise your disclosure to
clearly provide your reasoning as to why the change in trends is appropriate or
assumptions are reasonable.
Second Amended and Restated Articles of Association
Exclusive Forum, page C-34
6.We note that the United States District Court for the Southern District of New York (or, if
the United States District Court for the Southern District of New York lacks subject
matter jurisdiction over a particular dispute, the state courts in New York County, New
York) shall be the exclusive forum within the United States for the resolution of any
complaint asserting a cause of action arising out of or relating in any way to the federal
securities laws of the United States. Please revise to disclose this provision in the proxy
statement/prospectus. Describe any risks or impacts on investors and address any
uncertainty about enforceability of the provision.
            Please contact Kevin Stertzel at 202-551-3723 or Kevin Woody at 202-551-3629 if you
have questions regarding comments on the financial statements and related matters. Please
contact Eranga Dias at 202-551-8107 or Erin Purnell at 202-551-3454 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing