SecProbe.io

CORRESP
 1
 filename1.htm

 MAXIM
GROUP LLC

 300
Park Avenue, 16 th Floor

 New
York, New York 10022

 May
12, 2026

 VIA
EDGAR CORRESPONDENCE

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 Office
of Manufacturing

 100
F Street, N.E.

 Washington,
D.C. 20549

 Re:
 Elong Power Holding Limited

 Registration
 Statement on Form F-1

 File
 No. 333-295783

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the "Act"), we, the placement
agent, hereby request that the Securities and Exchange Commission (the "Commission") take appropriate action to cause the
above-referenced registration statement on Form F-1 (the "Registration Statement") to become effective at 4:30 p.m., Eastern
Time, May 14, 2026, or as soon thereafter as practicable.

 Pursuant
to Rule 460 under the Act, we wish to advise you that we have distributed as many copies of the Preliminary Prospectus dated May 12,
2026 to agents, dealers, institutions and others as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

 The
undersigned, as placement agent, has complied and will comply with Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
If you require any additional information with respect to this letter, please contact M. Ali Panjwani at (212) 326-0820 of Pryor Cashman
LLP.

 Very
 truly yours,

 MAXIM
 GROUP LLC

 By:
 /s/
 Larry Glassberg

 Larry
 Glassberg

 Co-Head
 of Investment Banking

 cc:
 M.
 Ali Panjwani, Esq.

 Pryor
 Cashman LLP

CORRESP
 1
 filename1.htm

 ELONG
POWER HOLDING LIMITED

 May
12, 2026

 VIA
EDGAR

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 Office
of Manufacturing

 100
F Street, NE

 Washington,
D.C., 20549

 Re:
 Elong
 Power Holding Limited

 Registration
 Statement on Form F-1

 File
 No. 333-295783

 Request
 for Acceleration of Effectiveness

 Ladies
and Gentlemen:

 In
accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Elong Power Holding Limited
hereby requests acceleration of the effectiveness of the above-referenced Registration Statement on Form F-1, as amended, so that such
Registration Statement will become effective at 4:30 p.m., Eastern Time, May 14, 2026, or as soon thereafter as practicable.

 The
Company understands that the Commission will consider this request for acceleration of the effective date of the Registration Statement
as a confirmation of the fact that the Company is aware of its responsibilities under the Securities Act as they relate to the proposed
public offering of the securities specified in the Registration Statement.

 Very
 truly yours,

 Elong
 Power Holding Limited

 By:
 /s/
 Xiaodan Liu

 Name:
 Xiaodan
 Liu

 Title:
 Chief
 Executive Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 6, 2026

Xiaodan Liu
Chief Executive Officer
Elong Power Holding Ltd.
3 Yan Jing Li Zhong Jie
Block B, Room 2110, Beijing
People s Republic of China, 341000

 Re: Elong Power Holding Ltd.
 Draft Registration Statement on Form F-1
 Submitted May 4, 2026
 CIK No. 0002015691
Dear Xiaodan Liu:

 This is to advise you that we do not intend to review your registration
statement.

 We request that you publicly file your registration statement and
non-public draft
submission on EDGAR at least two business days prior to the requested effective
date and time.
Please refer to Rules 460 and 461 regarding requests for acceleration. We
remind you that the
company and its management are responsible for the accuracy and adequacy of
their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Please contact Bradley Ecker at 202-551-4985 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 ELONG
POWER HOLDING LIMITED

 February
23, 2026

 VIA
EDGAR

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 Office
of Manufacturing

 100
F Street, NE

 Washington,
D.C., 20549

 Re:
 Elong
 Power Holding Limited

 Registration
 Statement on Form F-1

 File
 No. 333-293527

 Request
 for Acceleration of Effectiveness

 Ladies
and Gentlemen:

 In
accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Elong Power Holding Limited
hereby requests acceleration of the effectiveness of the above-referenced Registration Statement on Form F-1, as amended, so that such
Registration Statement will become effective at 5:00 p.m., Eastern Time, on February 25, 2026, or as soon thereafter as practicable.

 The
Company understands that the Commission will consider this request for acceleration of the effective date of the Registration Statement
as a confirmation of the fact that the Company is aware of its responsibilities under the Securities Act as they relate to the proposed
public offering of the securities specified in the Registration Statement.

 Very
 truly yours,

 Elong
 Power Holding Limited

 By:
 /s/
 Xiaodan Liu

 Name:
 Xiaodan
 Liu

 Title:
 Chief
 Executive Officer

CORRESP
 1
 filename1.htm

 MAXIM
GROUP LLC

 300
Park Avenue, 16 th Floor

 New
York, New York 10022

 February
23, 2026

 VIA
EDGAR CORRESPONDENCE

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100
F Street, N.E.

 Washington, D.C. 20549

 Re:
 Elong
 Power Holding Limited
 Registration
 Statement on Form F-1
 File
 No. 333-293527

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the "Act"), we, the underwriter,
hereby request that the Securities and Exchange Commission (the "Commission") take appropriate action to cause the above-referenced
registration statement on Form F-1 (the "Registration Statement") to become effective at 5:00 p.m., Eastern Time, on Wednesday,
February 25, 2026, or as soon thereafter as practicable.

 Pursuant
to Rule 460 under the Act, we wish to advise you that we have distributed as many copies of the Preliminary Prospectus dated February
17, 2026 to agents, dealers, institutions and others as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

 The
undersigned, as underwriter, has complied and will comply with Rule 15c2-8 under the Securities Exchange Act of 1934, as amended. If
you require any additional information with respect to this letter, please contact M. Ali Panjwani at (212) 326-0820 of Pryor Cashman
LLP.

 Very
 truly yours,

 MAXIM
 GROUP LLC

 By:
 /s/
 Larry Glassberg

 Larry
 Glassberg

 Co-Head
 of Investment Banking

 cc:
 M.
 Ali Panjwani, Esq.

 Pryor
 Cashman LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 February 13, 2026

Xiaodan Liu
Chief Executive Officer
Elong Power Holding Ltd.
3 Yan Jing Li Zhong Jie
Block B, Room 2110, Beijing
People s Republic of China, 341000

 Re: Elong Power Holding Ltd.
 Draft Registration Statement on Form F-1
 Submitted February 09, 2026
 CIK No. 0002015691
Dear Xiaodan Liu:

 This is to advise you that we do not intend to review your registration
statement.

 We request that you publicly file your registration statement and
non-public draft
submission on EDGAR at least two business days prior to the requested effective
date and time.
Please refer to Rules 460 and 461 regarding requests for acceleration. We
remind you that the
company and its management are responsible for the accuracy and adequacy of
their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Please contact Eranga Dias at 202-551-8107 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 ELONG
POWER HOLDING LIMITED

 January
27, 2026

 VIA
EDGAR

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 Office
of Manufacturing

 100
F Street, NE

 Washington,
D.C., 20549

 Re:
 Elong
 Power Holding Limited

 Registration
 Statement on Form F-1

 File
 No. 333-292937

 Request
 for Acceleration of Effectiveness

 Ladies
and Gentlemen:

 In
accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Elong Power Holding Limited
hereby requests acceleration of the effectiveness of the above-referenced Registration Statement on Form F-1, as amended, so that such
Registration Statement will become effective at 5:00 p.m., Eastern Time, on January 29, 2026, or as soon thereafter as practicable.

 The
Company understands that the Commission will consider this request for acceleration of the effective date of the Registration Statement
as a confirmation of the fact that the Company is aware of its responsibilities under the Securities Act as they relate to the proposed
public offering of the securities specified in the Registration Statement.

 Very
 truly yours,

 Elong
 Power Holding Limited

 By:
 /s/
 Xiaodan Liu

 Name:
 Xiaodan
 Liu

 Title:
 Chief
 Executive Officer

CORRESP
 1
 filename1.htm

 MAXIM
GROUP LLC

 300
Park Avenue, 16 th Floor

 New
York, New York 10022

 January
27, 2026

 VIA
EDGAR CORRESPONDENCE

 U.S.
 Securities and Exchange Commission
 Division
 of Corporation Finance
 100
 F Street, N.E.
 Washington,
 D.C. 20549

 Re:
 Elong
 Power Holding Limited
 Registration
 Statement on Form F-1
 File
 No. 333-292937

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the "Act"), we, the underwriter,
hereby request that the Securities and Exchange Commission (the "Commission") take appropriate action to cause the above-referenced
registration statement on Form F-1 (the "Registration Statement") to become effective at 5:00 p.m., Eastern Time, on Thursday,
January 29, 2026, or as soon thereafter as practicable.

 Pursuant
to Rule 460 under the Act, we wish to advise you that we have distributed as many copies of the Preliminary Prospectus dated January
23, 2026 to agents, dealers, institutions and others as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

 The
undersigned, as underwriter, has complied and will comply with Rule 15c2-8 under the Securities Exchange Act of 1934, as amended. If
you require any additional information with respect to this letter, please contact M. Ali Panjwani at (212) 326-0820 of Pryor Cashman
LLP.

 Very
 truly yours,

 MAXIM
 GROUP LLC

 By:
 /s/
 Larry Glassberg

 Larry
 Glassberg

 Co-Head
 of Investment Banking

 cc:
 M.
 Ali Panjwani, Esq.

 Pryor
 Cashman LLP

CORRESP
1
filename1.htm

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

September
27, 2024

Division
of Corporation Finance

Office
of Manufacturing

Securities
and Exchange Commission

100
F Street, NE

Washington,
D.C. 20549

    Re:
    Elong
    Power Holding Ltd.

    Registration
    Statement on Form F-4

    File
    No. 333-280512

Ladies
and Gentlemen:

Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended, Elong Power Holding Ltd. hereby requests that the effectiveness
of the above-referenced Registration Statement be accelerated so that such Registration Statement will become effective at 12:00 p.m.,
Eastern Time, on Monday, September 30, 2024, or as soon thereafter as practicable.

    Sincerely,

    /s/
    Xiaodan Liu

    Xiaodan
    Liu, Chief Executive Officer

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

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

September 24, 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. 2 to Registration Statement on Form F-4
Filed September 11, 2024
File No. 333-280512
Dear Xiaodan Liu:
            We have reviewed your amended registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration statement and providing the
requested information. 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 any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our August 8, 2024 letter.
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.
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.

September 24, 2024
Page 2
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.
            Please contact Mindy Hooker at 202-551-3732 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

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

September 11, 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. 1 to Registration Statement on Form F-4

    Filed
    August 1, 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 August 8, 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. 2 to the Registration Statement. Capitalized terms used but not defined herein have the meanings ascribed to them in the Registration
Statement.

Amendment
No. 1 to Registration Statement on Form F-4 General

1. Please
                                            revise to fill in all blank and bracketed information in a pre-effective amendment to the
                                            proxy statement/prospectus.

We
have revised the Registration Statement, as requested, to include information available at this time. We intend to file a further amendment
to the Registration Statement to complete the remaining blanks (which primarily relate to the record and meeting dates and the
meeting location, along with associated information), prior to effectiveness of the Registration Statement.

PIPE
Financing, page 86

2. Please
                                            refer to prior comment 12 of our letter dated April 12, 2024. We note your response dated
                                            May 24, 2024 that you will update the disclosure to provide the requested information if
                                            and when the parties enter into subscription agreements with PIPE investors. We note further
                                            that you continue to discuss the PIPE financing throughout the proxy statement/prospectus
                                            and that you have a placeholder for PIPE Investors in the table on page 4. However, you have
                                            not updated your disclosure to date. Please revise to provide information regarding existing
                                            or potential PIPE agreements or consider whether such disclosure should be removed from the
                                            registration statement.

We
have revised the Registration Statement to included information about the PIPE, as requested.

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

GRAUBARD
MILLER

Securities
and Exchange Commission

September 11, 2024

Page
2

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

August 8, 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 Registration Statement on Form F-4
Filed August 1, 2024
File No. 333-280512
Dear Xiaodan Liu:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. 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 any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our July 10, 2024 letter.
Amendment No. 1 to Registration Statement on Form F-4
General
1.Please revise to fill in all blank and bracketed information in a pre-effective amendment to
the proxy statement/prospectus.

August 8, 2024
Page 2
PIPE Financing, page 86
2.Please refer to prior comment 12 of our letter dated April 12, 2024. We note your
response dated May 24, 2024 that you will update the disclosure to provide the requested
information if and when the parties enter into subscription agreements with PIPE
investors. We note further that you continue to discuss the PIPE financing throughout the
proxy statement/prospectus and that you have a placeholder for PIPE Investors in the
table on page 4. However, you have not updated your disclosure to date. Please revise to
provide information regarding existing or potential PIPE agreements or consider whether
such disclosure should be removed from the registration statement.
            Please contact Mindy Hooker at 202-551-3732 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

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

August
1, 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.

    Registration
    Statement on Form F-4

    Filed
    June 27, 2024

    File
    No. 333-280512

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 July 10, 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 on the amended Registration Statement.

Capitalized
terms used but not defined herein have the meanings ascribed to them in the Registration Statement.

Registration
Statement on Form F-4 filed June 27, 2024

Summary
of the Proxy Statement/Prospectus

PRC
Approvals of and the Filing Required for the Business Combination, page 32

    1.
    We
    note your revisions in response to prior comment 2 and reissue in part. Please revise to state that the PRC government may intervene
    in or influence your operations at any time.

We
have revised the disclosure in the Registration Statement as requested.

Recent
Developments, page 170

    2.
    We
    note your disclosure stating that subsidiaries of Elong have entered into an energy storage equipment sales agreement with Nengjian
    Henan Urban Construction Engineering Co. on May 18, 2024, and a battery pack sales agreement with Beijing Xinyuanhengyuan Technology
    Development Co., Ltd., on June 12, 2024. Please revise your disclosure to describe the material terms of these agreements. In addition,
    if Elong considers these agreements to be material to your business and operations, include them as exhibits to this registration
    statement or tell us why you are not required to do so.

We
have revised the Registration Statement to disclose the material terms of the above-referenced agreements as requested.

We
respectfully submit, however, that the agreements are not required to be filed as exhibits to the Registration Statement. The agreements
are for the sale of high-power lithium-ion batteries for EV charging and large-capacity lithium-ion batteries for an energy storage system.
As a developer, manufacturer and seller of lithium-ion batteries, each agreement is “such as ordinarily accompanies the kind of
business conducted by” Elong and its subsidiaries, as described in Item 601(b)(10)(ii) of Regulation S-K.

Furthermore,
Elong’s business is not “substantially dependent” on the agreements, as described in Item 601(b)(10)(ii)(B) of Regulation
S-K. Elong does not depend on either agreement operationally, technologically or otherwise. In addition, the agreements do not constitute
“continuing contracts to sell the major part of” Elong’s products. First, each agreement is short term in nature. Elong
expects that the contracts will be fulfilled before the end of the calendar year. Accordingly, Elong is not relying on either contract
to generate a substantial portion of its revenue over an extended period of time. Second, Elong expects to sign numerous similar agreements
with its customers. As Elong’s business continues to ramp up in coming quarters, Elong expects that revenues attributable to each
of these agreements will increasingly account for a relatively less significant part of its overall revenues. For these reasons, Elong
does not believe that the overall success of its business will be “substantially dependent” on any either of these agreements
or on any one sales agreement of this type.

For
the foregoing reasons, Elong has concluded that Item 601(b)(10) of Regulation S-K does not require that the agreements be filed as exhibits
to the Registration Statement.

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

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

July 10, 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.
Registration Statement on Form F-4
Filed June 27, 2024
File No. 333-280512
Dear Xiaodan Liu:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. 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 any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our June 11, 2024 letter.
Registration Statement on Form F-4 filed June 27, 2024
Summary of the Proxy Statement/Prospectus
PRC Approvals of and the Filing Required for the Business Combination, page 32
1.We note your revisions in response to prior comment 2 and reissue in part. Please revise
to state that the PRC government may intervene in or influence your operations at any
time.

July 10, 2024
Page 2
Recent Developments, page 170
2.We note your disclosure stating that subsidiaries of Elong have entered into an energy
storage equipment sales agreement with Nengjian Henan Urban Construction Engineering
Co. on May 18, 2024, and a battery pack sales agreement with Beijing Xinyuanhengyuan
Technology Development Co., Ltd., on June 12, 2024. Please revise your disclosure
to describe the material terms of these agreements. In addition, if Elong considers these
agreements to be material to your business and operations, include them as exhibits to this
registration statement or tell us why you are not required to do so.
            Please contact Mindy Hooker at 202-551-3732 or Hugh West at 202-551-3872 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

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

United States securities and exchange commission logo
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