Correspondence 0001493152-24-025320 from Elong Power Holding Ltd. (ELPW) (CIK 0002015691) (ELPW)
Elong Power Holding Ltd. (ELPW) (CIK 0002015691)
Date: June 26, 2024 · CIK: 0002015691 · Accession: 0001493152-24-025320
AI Filing Summary & Sentiment
Referenced dates: June 11, 2024
Letter
Graubard Miller
The Chrysler Building
Lexington Avenue
New York, N.Y. 10174-4499
(212) 818-8800
Facsimile
direct dial number
(212) 818-8881
(212) 818-8602
email address
eschwartz@graubard.com
June 26, 2024
Securities and Exchange Commission
Division of Corporation Finance
Office of Manufacturing
F Street, NE
Washington, D.C. 20549
Re: Elong Power Holding Limited
Amendment No. 1 to
Draft Registration Statement on Form F-4
Submitted May 28, 2024
CIK No. 0002015691
Ladies and Gentlemen:
On behalf of Elong Power Holding Limited (the “Company”), we hereby respond as follows to the comment letter from the staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”) dated June 11, 2024, relating to the above-referenced draft Registration Statement on Form F-4 (the “Registration Statement”). Captions and page references herein correspond to those set forth on the amended Registration Statement.
Capitalized terms used but not defined herein have the meanings ascribed to them in the Registration Statement.
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.
We have revised the disclosure on the cover page as requested.
GRAUBARD MILLER
Securities and Exchange Commission
June 26, 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.
In accordance with the guidance in “Sample Letters to China-Based Companies,” we have revised the Registration Statement to disclose that the PRC government may exert control over operations of Elong’s business and the enforcement of laws and that the rules and regulations in China can change quickly with little advance notice, as follows:
● on the cover page,
● on page 32 (“Summary of the Proxy Statement/Prospectus”), and
GRAUBARD MILLER
Securities and Exchange Commission
June 26, 2024
Page 3
● on page 60 (“Risk Factors—Risks Related to Doing Business in China — Because substantially all of Elong’s operations are in China, Elong’s, and following the consummation of the Business Combination, New Elong’s business is subject to the evolving and complex laws and regulations in China, which are different in material aspects from the laws of the United States. Elong’s business is subject to the PRC legal and operational environment, which may change and continue to evolve. The uncertainties with respect to the PRC legal system and with respect to the interpretation and enforcement of PRC laws and regulations could have a material adverse effect on Elong” and “Risk Factors—Risks Related to Doing Business in China — The PRC government may exercise significant oversight over the conduct of Elong’s business, and may influence or exert control over Elong’s operations, which could result in a material change in Elong’s operations and/or the value of Elong Class A Ordinary Shares. Changes in China’s economic or social conditions or government policies could have a material adverse effect on Elong’s, and following the consummation of the Business Combination, New Elong’s business, results of operations, financial condition, and the value of New Elong’s securities”).
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.
We have revised the disclosure on the permissions and approvals that Elong or its subsidiaries are required to obtain from Chinese authorities to operate its business and to offer the securities, as follows:
● on page 32 (“Summary of the Proxy Statement/Prospectus—Regulatory Matters—PRC approvals of and the filing required for the Business Combination”), and
● on pages 114-116 (“Proposal No. 1: The Business Combination Proposal — Regulatory Matters”).
GRAUBARD MILLER
Securities and Exchange Commission
June 26, 2024
Page 4
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.
We respectfully advise the Staff that Elong completed the CSRC filing on June 17, 2024. Accordingly, we have revised the Registration Statement to disclose that the result of the CSRC filing has been published on CSRC’s official website (http://www.csrc.gov.cn/csrc/c105984/c7487652/ content.shtml), as follows:
● on the cover page,
● on page 32 (“Summary of the Proxy Statement/Prospectus—Regulatory Matters—PRC approvals of and the filing required for the Business Combination”),
● on page 61 (“Risk Factors—Risks Related to Doing Business in China —The approval of and the filing with the CSRC may be required in connection with the Business Combination and Elong’s future offering under PRC laws. As a result, Elong’s future offering may be contingent upon the completion of such filing procedures, and Elong cannot predict whether Elong will be able to obtain such approval or complete such filing in a timely manner, or even at all”), and
● on page 114 and 116 (“Proposal No. 1: The Business Combination Proposal — Regulatory Matters”).
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.
We have revised the disclosure on page 102 of the Registration Statement, as requested.
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.
We have revised the disclosure on pages 56, 122-123, 205 and 210 of the Registration Statement, as requested.
*************
GRAUBARD MILLER
Securities and Exchange Commission
June 26, 2024
Page 5
If you have any questions, please do not hesitate to contact me at the above telephone and facsimile numbers.
Sincerely,
/s/ Eric T. Schwartz
Show Raw Text
CORRESP
1
filename1.htm
Graubard
Miller
The
Chrysler Building
405
Lexington Avenue
New
York, N.Y. 10174-4499
(212)
818-8800
Facsimile
direct
dial number
(212)
818-8881
(212)
818-8602
email
address
eschwartz@graubard.com
June
26, 2024
Securities
and Exchange Commission
Division
of Corporation Finance
Office
of Manufacturing
100
F Street, NE
Washington,
D.C. 20549
Re:
Elong
Power Holding Limited
Amendment
No. 1 to
Draft
Registration Statement on Form F-4
Submitted
May 28, 2024
CIK
No. 0002015691
Ladies
and Gentlemen:
On
behalf of Elong Power Holding Limited (the “Company”), we hereby respond as follows to the comment letter from the
staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”) dated June 11, 2024,
relating to the above-referenced draft Registration Statement on Form F-4 (the “Registration Statement”). Captions
and page references herein correspond to those set forth on the amended Registration Statement.
Capitalized
terms used but not defined herein have the meanings ascribed to them in the Registration Statement.
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.
We
have revised the disclosure on the cover page as requested.
GRAUBARD MILLER
Securities and Exchange Commission
June
26, 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.
In
accordance with the guidance in “Sample Letters to China-Based Companies,” we have revised the Registration Statement
to disclose that the PRC government may exert control over operations of Elong’s business and the enforcement of laws and that
the rules and regulations in China can change quickly with little advance notice, as follows:
● on
the cover page,
● on
page 32 (“Summary of the Proxy Statement/Prospectus”), and
GRAUBARD MILLER
Securities and Exchange Commission
June
26, 2024
Page 3
● on
page 60 (“Risk Factors—Risks Related to Doing Business in China —
Because substantially all of Elong’s operations are in China, Elong’s, and following
the consummation of the Business Combination, New Elong’s business is subject to the
evolving and complex laws and regulations in China, which are different in material aspects
from the laws of the United States. Elong’s business is subject to the PRC legal and
operational environment, which may change and continue to evolve. The uncertainties with
respect to the PRC legal system and with respect to the interpretation and enforcement of
PRC laws and regulations could have a material adverse effect on Elong” and “Risk
Factors—Risks Related to Doing Business in China — The PRC government may exercise
significant oversight over the conduct of Elong’s business, and may influence or exert
control over Elong’s operations, which could result in a material change in Elong’s
operations and/or the value of Elong Class A Ordinary Shares. Changes in China’s economic
or social conditions or government policies could have a material adverse effect on Elong’s,
and following the consummation of the Business Combination, New Elong’s business, results
of operations, financial condition, and the value of New Elong’s securities”).
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.
We
have revised the disclosure on the permissions and approvals that Elong or its subsidiaries are required to obtain from Chinese authorities
to operate its business and to offer the securities, as follows:
● on
page 32 (“Summary of the Proxy Statement/Prospectus—Regulatory Matters—PRC
approvals of and the filing required for the Business Combination”), and
● on
pages 114-116 (“Proposal No. 1: The Business Combination Proposal — Regulatory
Matters”).
GRAUBARD MILLER
Securities and Exchange Commission
June
26, 2024
Page 4
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.
We
respectfully advise the Staff that Elong completed the CSRC filing on June 17, 2024. Accordingly, we have revised the Registration Statement
to disclose that the result of the CSRC filing has been published on CSRC’s official website (http://www.csrc.gov.cn/csrc/c105984/c7487652/ content.shtml),
as follows:
● on
the cover page,
● on
page 32 (“Summary of the Proxy Statement/Prospectus—Regulatory Matters—PRC
approvals of and the filing required for the Business Combination”),
● on
page 61 (“Risk Factors—Risks Related to Doing Business in China —The
approval of and the filing with the CSRC may be required in connection with the Business
Combination and Elong’s future offering under PRC laws. As a result, Elong’s
future offering may be contingent upon the completion of such filing procedures, and Elong
cannot predict whether Elong will be able to obtain such approval or complete such filing
in a timely manner, or even at all”), and
● on
page 114 and 116 (“Proposal No. 1: The Business Combination Proposal —
Regulatory Matters”).
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.
We
have revised the disclosure on page 102 of the Registration Statement, as requested.
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.
We
have revised the disclosure on pages 56, 122-123, 205 and 210 of the Registration Statement, as requested.
*************
GRAUBARD MILLER
Securities and Exchange Commission
June
26, 2024
Page 5
If
you have any questions, please do not hesitate to contact me at the above telephone and facsimile numbers.
Sincerely,
/s/ Eric T. Schwartz
Eric
T. Schwartz
cc.
Xiaodan
Liu, Chief Executive Officer