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    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

September
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 Ltd.

    Amendment
    No. 2 to Registration Statement on Form F-4

    Filed
    September 11, 2024

    File
    No.: 333-280512

Ladies
and Gentlemen:

On
behalf of Elong Power Holding Ltd. (the “Company”), we hereby respond as follows to the comment letter from the staff of
the Securities and Exchange Commission (the “SEC”) dated September 24, 2024, relating to the above-referenced Registration
Statement on Form F-4 (the “Registration Statement”). Captions and page references herein correspond to those set forth in
Amendment No. 3 to the Registration Statement. Capitalized terms used but not defined herein have the meanings ascribed to them in the
Registration Statement.

Amendment
No. 2 to Registration Statement on Form F-4

PIPE
Financing, page 86

    1.
    We
    note your revisions in this section in response to prior comment 12 of our letter dated April 12, 2024 and reissue same in part.
    Please revise this section to disclose if any of the SPAC’s sponsors, directors, officers or their affiliates will be investors
    in the PIPE.

We
hereby advise the staff that none of the SPAC’s sponsors, directors, officers of their affiliates will be investors in the PIPE.
We have revised the disclosure on the prospectus cover page and on pages 2, 12, 13, 86 and 128, as requested.

Securities
and Exchange Commission

September
26, 2024

Page
2

    2.
    We
    note that the description of the Subscription Agreements on page FS-47 includes terms and provisions that are not in the Form of
    Subscription Agreement filed as Exhibit 10.15 to the proxy statement/prospectus. Please advise or file the full agreement as an exhibit
    to the proxy statement/prospectus.

Certain
of the terms set forth on page FS-47 are included in a letter agreement with the PIPE Investors in the Supporting Shareholder (the “Letter
Agreement”), which has been filed with Amendment No. 3 to the Registration Statement as Exhibit 10.16. Below, please find a table
that cross-references each term set forth on page FS-47 to the corresponding provision of the Subscription Agreement or the Letter Agreement.

    Term

    Location

    On
    September 10, 2024, the Company entered into Subscription Agreements with the PIPE Investors, pursuant to which the Company agreed
    to issue 700,000 Class A Ordinary Shares, at a purchase price of $10.00 per share, in a private placement to be consummated concurrently
    with the Transaction.

    Subscription
    Agreement, Section 1

    At
    the closing, each PIPE Investor will also enter into the registration rights agreement to be signed in connection with the closing
    of the Merger Agreement.

    Subscription
                                            Agreement, Section 10.n

    Letter
    Agreement, Paragraph (4)

    Under
    the Subscription Agreements, the Company may not issue Class A or Class B Ordinary Shares or securities exercisable for, or exchangeable
    or convertible into Class A or Class B Ordinary Shares, for one year after the closing (subject to certain limited exceptions), without
    the consent of each PIPE Investor who still holds 20% of the shares originally purchased by it.

    Subscription
    Agreement, Section 10.p

    In
    addition, as an inducement for the PIPE Investors to enter into the Subscription Agreements, Elong, the Investors and Gracedan Co.,
    Limited, the holder of all of Elong’s issued and outstanding Class B Ordinary Shares (the “Supporting Shareholder”),
    agreed as follows:

    Letter
    Agreement , Introduction

Securities
and Exchange Commission

September
26, 2024

Page
3

    Term

    Location

    (1)
    Within five (5) Trading Days after the last day of the Registration Adjustment Period, the Supporting Shareholder shall assign and
    transfer to each PIPE Investor a number of Class A Ordinary Shares so that, after such assignment and transfer, the quotient of (a)
    such PIPE Investor’s subscription amount, divided by (b) the sum of (i) the number of Class A Ordinary Shares purchased by
    such PIPE Investor under the Subscription Agreement and (ii) the number of Class A Ordinary Shares so transferred to such PIPE Investor
    by the Supporting Shareholder, shall equal the VWAP Price.

    Letter
    Agreement, Paragraph (1)

    (2)
    The Supporting Shareholder shall convert, in accordance with Article 13 of the Elong M&A, such number of Class B Ordinary Shares
    held by it into Class A Ordinary Shares as is sufficient to satisfy the Supporting Shareholder’s obligations to transfer shares
    to the PIPE Investors.

    Letter
    Agreement, Paragraph (2)

    (3)
    For the avoidance of doubt, in no event shall the Supporting Shareholder be required to assign and transfer, on an aggregate basis
    to all PIPE Investors, more than 2,100,000 Class A Ordinary Shares.

    Letter
    Agreement, Paragraph (3)

    For
    the purposes of the foregoing, the “VWAP Price” is the greater of (a) 85% of the average of the three lowest daily volume
    weighted average prices of the Class A Ordinary Shares during the Registration Adjustment Period, and (b) $2.50.

    Letter
    Agreement, Paragraph (5)(f)

    The
    “Registration Adjustment Period” is the ten trading day period ending on the later of (i) the date of effectiveness of
    a resale registration statement that, alone or in combination with other resale registration statements, includes all Class A Ordinary
    Shares issuable in the private placement that are then held by (or transferrable to) PIPE Investors who are not affiliates of the
    Company, (ii) the date that, in accordance with the advice of counsel to the Company, all such Class Ordinary Shares then held by
    (or transferrable hereunder to) the PIPE Investors who are not affiliates of the Company are eligible for resale pursuant Rule 144
    under the Securities Act of 1933, as amended, without volume or manner of sale limitations, and (iii) the first anniversary of the
    closing of the private placement.

    Letter
    Agreement, Paragraph (5)(c)

Information
About TMT

Redemption
of TMT Ordinary Shares and Liquidation if No Initial Business Combination, page 137

    3.
    We
    note that TMT will be holding an extraordinary general meeting of shareholders on September 24, 2024. Please revise to update your
    disclosure to reflect the results of such meeting.

We
respectfully advise the staff that the TMT extraordinary general meeting of shareholders has been adjourned to September 27, 2024. However,
we have revised the disclosure in the Registration Statement to reflect the anticipated results of the extraordinary general meeting.
If there are material differences between anticipated results and the actual results, we will update the Registration Statement to reflect
the actual results of the extraordinary general meeting.

*************

Securities
and Exchange Commission

September
26, 2024

Page
4

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

ETS:kab

Enclosure

    cc:
    Xiaodan
    Liu