TMT Acquisition (TMTC) DEFM14AProxy related to merger

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

(RULE 14A-101)

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934

Check the appropriate box:

TMT Acquisition Corp

(Name of Registrant as Specified in Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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PROXY STATEMENT FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF

TMT ACQUISITION CORP

PROSPECTUS FOR 10,350,000 CLASS A ORDINARY SHARES OF

ELONG POWER HOLDING LIMITED

TMT ACQUISITION CORP

A Cayman Islands Exempted Company

(Company Number 378229)

420 Lexington Avenue, Suite 2446

New York, New York 10170

LETTER TO TMT SHAREHOLDERS

Dear TMT Acquisition Corp Shareholder:

You are cordially invited to attend an extraordinary general meeting (the “extraordinary general meeting”) of TMT Acquisition Corp (“TMT”), at the offices of the Company, located at 420 Lexington Ave, Suite 2446, New York, NY 10170, at 10:30 a.m., Eastern Time, on October 29, 2024, and virtually via live webcast at https://www.cstproxy.com/tmtacquisitioncorp/2024 and via teleconference at (800) 450-7155 (U.S. toll free) or (857) 999-9155 (international) (in each case using participant code 6563505#), or at such other time and place to which the meeting may be adjourned. Rather than attending in person, we encourage you to attend via live webcast. See “Frequently Used Terms” in the accompanying proxy statement/prospectus for definitions of certain terms used in this letter.

TMT is a blank check company incorporated on July 6, 2021 as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses.

On December 1, 2023, TMT entered into an Agreement and Plan of Merger (as amended and restated on February 29, 2024, and as the same may be further amended, restated or supplemented, the “Business Combination Agreement”) with Elong Power Holding Limited, a Cayman Islands exempted company (“Elong”), and ELong Power Inc., a Cayman Islands exempted company and a wholly-owned subsidiary of Elong (“Merger Sub”), which provides for a business combination between TMT and Elong (the “Business Combination”). A copy of the Business Combination Agreement is attached to the proxy statement/prospectus as Annex A. Elong is in the business of researching and developing, manufacturing, and marketing high-power lithium-ion batteries for electric vehicles and construction machinery, as well as large-capacity, long-cycle lithium-ion batteries for energy storage systems.

In accordance with the Business Combination Agreement, as further described in the accompanying proxy statement/prospectus, the Business Combination will be accomplished by way of the following transaction steps:

As a result of the Business Combination, TMT will become a wholly owned subsidiary of Elong, the security holders of TMT immediately prior to the Effective Time will become security holders of Elong, and Elong will become a public company. As used in this proxy statement/prospectus, “New Elong” refers to Elong following the consummation of the Business Combination.

Following consummation of the Business Combination, because each Elong Class B Ordinary Share will entitle the holder thereof to 50 votes on all matters subject to vote at general meetings of New Elong, it is anticipated that the Supporting Shareholder will own approximately 85.6% (assuming no redemptions of TMT Ordinary Shares as described herein) or 86.7% (assuming maximum redemptions of TMT Ordinary Shares) of the voting power of New Elong. This percentage will increase to 86.0% and 87.5%, respectively, if the Earnout Shares are earned as described above.

The Business Combination values Elong at $450,000,000, based on an assumed value of $10.00 per Elong Ordinary Share. It is anticipated that, immediately following the Business Combination, and after taking into account redemptions of 1,710,385 Public Shares in connection with the Extension Amendment, the ownership of Elong will be as set forth in the table below. Though the Earnout Shares will not be paid at the Closing, the information in the table below assumes the Earnout Shares have been paid, in order to present the maximum potential dilution to the TMT shareholders from the Business Combination.

If the actual facts are different from the assumptions described in the footnotes to the table above, the percentage ownership of Elong by the constituencies listed in the table above will be different.

The TMT Ordinary Shares, TMT Units and TMT Rights are currently listed on the Nasdaq Global Market under the symbols “TMTC,” “TMTCU” and “TMTCR,” respectively. Elong intends to apply to list its Elong Class A Ordinary Shares on the Nasdaq Global Market under the symbol “ELPW.” It is a condition of the consummation of the Business Combination that Elong receive confirmation from Nasdaq that the Elong Class A Ordinary Shares to be issued in connection with the Business Combination have been listed or approved for listing on Nasdaq, subject only to official notice of issuance thereof, but there can be no assurance such listing condition will be met or that Elong will obtain such approval from Nasdaq. If such listing condition is not met or if such approval is not obtained, the Business Combination will not be consummated, unless the corresponding condition set forth in the Business Combination Agreement is waived by the parties. Elong does not intend to apply for listing of the Elong Class B Ordinary Shares or the Elong Warrants. Elong will not have any outstanding units or rights following the completion of the Business Combination.

Because the Supporting Shareholder will hold a majority of the voting power of New Elong, New Elong will be a “controlled company” within the meaning of applicable rules of Nasdaq. Under these rules, New Elong may elect not to comply with certain corporate governance requirements, including the requirements (a) that a majority of the board consists of independent directors; (b) for an annual performance evaluation of the nominating and corporate governance and compensation committees; (c) that the controlled company has a nominating and corporate governance committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and (d) that the controlled company has a compensation committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibility. New Elong may rely on certain of these exemptions from the corporate governance requirements of Nasdaq.

Elong is an exempted company with limited liability incorporated under the laws of the Cayman Islands with no substantive operations. While Elong does not use a variable interest entity structure, under this holding company structure, investors are purchasing equity interests in the Cayman Islands holding company and obtaining indirect ownership interests in the operating companies in the PRC. This holding company structure involves unique risks to investors and investors may never hold equity interests in operating companies in the PRC. While Elong does not operate in an industry that is currently subject to foreign ownership limitations in China, PRC regulatory authorities could decide to limit foreign ownership in Elong’s industry in the future, in which case there could be a risk that Elong would be unable to do business in China as Elong is currently structured. In such event, despite its efforts to restructure to comply with the then applicable PRC laws and regulations in order to continue its operations in China, Elong may experience material changes in its business and results of operations, its attempts may prove to be futile due to factors beyond its control, and the value of the Elong Class A Ordinary Shares may significantly decline or become worthless. For more detailed information, see “Risk Factors — Risks Related to Doing Business in China — Uncertainties exist with respect to how the PRC Foreign Investment Law may impact the viability of our current corporate structure and operations.”

As substantially all of Elong’s operations are in China, Elong’s business is subject to the evolving and complex laws and regulations in China. Recently, the PRC regulatory authorities have indicated an intent to exert more oversight and control over offerings that are conducted overseas and/or involve foreign investment in China-based issuers, and initiated a series of regulatory actions and made a number of public statements, some of which are published with little advance notice, including enforcement against illegal activities in the securities market, enhancing supervision over China-based companies listed overseas, adopting measures to extend the scope of cybersecurity reviews, and expanding efforts in anti-monopoly enforcement. Elong may be subject to the approval, filing or other requirements of the China Securities Regulatory Commission, or the CSRC, or other PRC regulatory authorities in connection with the Business Combination under current PRC laws, regulations and rules. On February 17, 2023, the CSRC promulgated Trial Administrative Measures of the Overseas Securities Offering and Listing by Domestic Companies (the “Overseas Listing Trial Measures”) and circulated five supporting guidelines, which became effective on March 31, 2023. The Overseas Listing Trial Measures regulate both direct and indirect overseas offering and listing of PRC domestic companies’ securities by adopting a filing-based regulatory regime. Elong completed the filing procedures in connection with the Business Combination under the Overseas Listing Trial Measures on June 17, 2024 and the result of such CSRC filing was posted on the official website of CSRC on the same date. However, if the filing procedures with the CSRC under the Overseas Listing Trial Measures are required for any future offerings or any other capital raising activities, Elong cannot assure you that it will be able to complete such filings in a timely manner, or even at all, and our future offerings will be contingent upon the completion of the filing procedures. Any failure by Elong to comply with such filing requirements under the Overseas Listing Trial Measures may result in an order to rectify, warnings and fines against us and could materially hinder our ability to offer or to continue to offer our securities.

Elong does not believe that it is directly subject to the cybersecurity review of the Cyberspace Administration of China, or the CAC in connection with the Business Combination under current PRC laws, regulations and rules at this stage, as Elong has not processed, and does not anticipate to process in the foreseeable future, personal information of more than one million users or persons and the data Elong handles in its business operations, either by its nature or in scale, does not normally trigger significant concerns over PRC national security. However, Elong cannot affirm that PRC regulators share the same interpretation. Because these statements and regulatory actions are relatively new and subject to change, uncertainties remain as to how quickly the legislative or administrative regulation making bodies in PRC will respond, or what existing or new laws or regulations will be amended or promulgated, if any, or the potential impact such amended or new legislation will have on Elong’s daily business operations or Elong’s ability to accept foreign investments and list on a U.S. stock exchange.

For more detailed information, see “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.”, “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 “Risk Factors — Risks Related to Doing Business in China —  The approval of and the filing with CAC or other PRC government authorities may be required in connection with Elong’s and following the consummation of the Business Combination, New Elong’s capital raising activities under PRC laws, and, if required, Elong and New Elong following the consummation of the Business Combination cannot predict whether it will be able or how long it will take to obtain such approval or complete such filing.”

Elong has no plans to declare cash dividends in the near term, but as a holding company, Elong may rely on dividends from its subsidiaries for cash requirements, including any payment of dividends to its shareholders and neither Elong nor its subsidiaries has maintained cash management policies which dictate the purpose, amount and procedure of cash transfers between the entities. The ability of its subsidiaries to pay dividends to Elong, however, is subject to the debt they incur on their own behalf and/or laws and regulations applicable to them. As of the date of this proxy statement/prospectus, Elong has not declared or paid any dividends or distributions on equity to its shareholders. Elong may also make loans and additional capital contribution to its subsidiaries or branches, subject to certain requirements under the PRC laws. In addition, Elong’s PRC subsidiaries generate their revenue primarily in Renminbi, and cash transfers from Elong’s PRC subsidiaries to their parent companies outside of PRC are subject to requirements under foreign exchange regulations. As a result, the funds and assets may not be available to fund operations or for other use outside of PRC due to failure to comply with such regulations in or the imposition of restrictions and limitations on the ability of Elong or its subsidiaries by the PRC government to transfer cash or assets. For more details, see “Risk Factors—Risks Related to Doing Business in China— PRC regulation of loans and direct investment by offshore holding companies to PRC entities may delay or prevent Elong from using the proceeds of offshore fund-raising activities, to make loans or additional capital contributions to PRC Entities, which could materially and adversely affect its liquidity and its ability to fund and expand its business.”, “Risk Factors—Risks Related to Doing Business in China — Elong may rely on dividends and other distributions on equity paid by PRC subsidiaries to fund any cash and financing requirements it may have, and any limitation on the ability of its PRC subsidiaries to make payments to Elong could have a material and adverse effect on its ability to conduct its business” and “Risk Factors—Risks Related to Doing Business in China — The requirements and legal procedures of currency conversion may limit the ability of Elong to utilize their revenues effectively and affect the value of your investment.”

The Elong Class A Ordinary Shares may be prohibited from trading on a national exchange or “over-the-counter” markets under the Holding Foreign Companies Accountable Act (the “HFCAA”) if the Public Company Accounting Oversight Board (“PCAOB”) determines it is unable to inspect or fully investigate our auditor and as a result the exchange where our securities are traded may delist our securities. On June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act (the “AHFCAA”), which was signed into law on December 29, 2022, amending the HFCAA and requiring the SEC to prohibit an issuer’s securities from trading on any U.S. stock exchange if its auditor is not subject to PCAOB inspections for two consecutive, instead of three consecutive, years. Pursuant to the HFCAA, the PCAOB issued a Determination Report on December 16, 2021, which found it was unable to inspect or investigate completely certain named registered public accounting firms headquartered in mainland China and Hong Kong. Elong’s independent registered public accounting firm, UHY LLP, is headquartered in the United States and has been inspected by the PCAOB on a regular basis and as such, it is not affected by or subject to the PCAOB’s Determination Report. Whether the PCAOB will continue to be able to satisfactorily conduct inspections of PCAOB-registered public accounting firms is subject to uncertainties and depends on a number of factors out of our and our auditor’s control. See “Risk Factors—Risks Related to Doing Business in China—Elong’s securities may be prohibited from trading in the United States under the HFCAA in the future if the PCAOB is unable to inspect or investigate completely Elong’s auditor.”

At the extraordinary general meeting, you will be asked to consider and vote upon:

The transactions contemplated by the Business Combination Agreement will be consummated only if the (i) Business Combination Proposal, (ii) the Merger and Charter Proposal and (iii) the NTA Proposal (collectively, the “Condition Precedent Proposals”) are approved at the extraordinary general meeting, except that the NTA Proposal will not be considered a Condition Precedent Proposal if the NTA condition in TMT’s M&A is satisfied. Each of the Condition Precedent Proposals is cross-conditioned on the approval of the other. The Nasdaq Proposal and the Non-Binding Governance Proposals also are conditioned on the Condition Precedent Proposals. None of the proposals are conditioned on the Nasdaq Proposal or the Non-Binding Governance Proposals. However, the Business Combination will not be consummated unless such proposals are approved or the corresponding condition in the Business Combination Agreement is waived by the parties to such agreement. If the Adjournment Proposal is presented, the other proposals will not be presented. Each of these proposals is more fully described in the accompanying proxy statement/prospectus, which each shareholder is encouraged to read carefully and in its entirety.

In connection with the Business Combination, certain related agreements have been, or will be, entered into on or prior to the date of the Closing, including (i) the Sponsor Support Agreement, and (ii) the Shareholder Voting Agreement. The Sponsor Support Agreement provides that, among other things, the Sponsor will, subject to applicable securities laws, vote all of the Founder Shares and all other TMT Ordinary Shares owned by it in favor of the proposals being presented at the extraordinary general meeting and has waived its redemption rights with respect to such shares in connection with the consummation of the Business Combination. The Shareholder Voting Agreement provides that, among other things, the Supporting Shareholder will vote all of its Elong Class B Ordinary Shares in favor of the proposals being presented to the shareholders of Elong in connection with the consummation of the Business Combination. For additional information, see “Proposal No. 1: The Business Combination Proposal —Related Agreements—Transaction Documents” in the accompanying proxy statement/prospectus.

Pursuant to TMT’s M&A, a Public Shareholder, excluding the Sponsor and TMT’s officers and directors, may request that TMT redeem all or a portion of such shareholder’s Public Shares for cash if the Business Combination is consummated. You will be entitled to receive cash for any Public Shares to be redeemed only if you:

Holders must complete the procedures for electing to redeem their Public Shares in the manner described above prior to 5:00 p.m., Eastern Time, on October 25, 2024 (two (2) business days before the extraordinary general meeting) in order for their shares to be redeemed. Public Shareholders may elect to redeem their Public Shares whether they vote “for” or “against” or do not vote at all on the Business Combination Proposal or the other proposals to be voted upon at the extraordinary general meeting.

If you hold TMT Ordinary Shares through TMT Units, you must elect to separate your TMT Units into the underlying TMT Ordinary Shares and TMT Rights prior to exercising your redemption rights with respect to the Public Shares. If you hold your TMT Units in an account at a brokerage firm or bank, you must notify your broker or bank that you elect to separate the TMT Units into the underlying TMT Ordinary Shares and TMT Rights, or if you hold TMT Units registered in your own name, you must contact Continental, TMT’s transfer agent, directly and instruct it to do so.

If the Business Combination is not consummated, the Public Shares will be returned to the respective holder, broker, or bank. If the Business Combination is consummated, and if a Public Shareholder properly exercises its right to redeem all or a portion of the Public Shares that they hold and timely delivers its shares to Continental, TMT will redeem such Public Shares for a per-share price, payable in cash, equal to the pro rata portion of the trust account established at the consummation of our initial public offering (the “trust account”), calculated as of two (2) business days prior to the consummation of the Business Combination (net of taxes paid or payable). For illustrative purposes, as of August 30, 2024, after taking into account redemptions in connection with the Extension Amendment, this would have amounted to approximately $11.14 per issued and outstanding Public Share. If a Public Shareholder exercises its redemption rights in full, then it will be electing to exchange its Public Shares for cash and will no longer own Public Shares. See “Extraordinary General Meeting of TMT — Redemption Rights” in the accompanying proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your Public Shares for cash.

Notwithstanding the foregoing, a Public Shareholder, together with any affiliate of such Public Shareholder or any other person with whom such Public Shareholder is acting in concert or as a partnership, syndicate, or other group for the purposes of acquiring, holding, or disposing of TMT Ordinary Shares, will not, without TMT’s prior consent, redeem its Public Shares with respect to more than an aggregate of 15% of the Public Shares included in the TMT Units sold in TMT’s IPO. Accordingly, if a Public Shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the Public Shares, then any such shares in excess of that 15% limit would not be redeemed for cash or at all.

The Sponsor and the other Insiders have agreed to, among other things, vote in favor of the Business Combination Proposal and have waived their redemption rights in connection with the consummation of the Business Combination, in each case with respect to any TMT Ordinary Shares held by them, subject to applicable securities laws. The Sponsor also has agreed to, and the other Insiders have indicated their intention to, vote in favor of the other proposals to be presented at the extraordinary general meeting, including the Condition Precedent Proposals, subject to applicable securities laws. Such persons waived their redemption rights in order to induce TMT and TMT’s underwriter to enter into the underwriting agreement executed and delivered in connection with the IPO. The Representative also has waived its redemptions rights in connection with the consummation of the Business Combination, with respect to the Representative Shares. No person was paid any consideration in exchange for these waivers. The Founder Shares, Representative Shares and TMT Private Placement Shares will be excluded from the pro rata calculation used to determine the per-share redemption price. As of the date of the accompanying proxy statement/prospectus, after taking into account redemptions in connection with the Extension Amendment, the Sponsor and the other Insiders, collectively, own 29.9%, and the Representative Shares represent 4.3%, of the issued and outstanding TMT Ordinary Shares.

The Business Combination Agreement provides that the obligations of the parties to consummate the Merger are conditioned on, among other things, (i) receipt of required consents and approvals from certain governmental authorities, including the China Securities Regulatory Commission (the “CSRC”) pursuant to the Trial Administrative Measures of the Overseas Securities Offering and Listing by Domestic Companies, (ii) there being no agreement between Elong or TMT and any governmental authority pursuant to which Elong or TMT has agreed not to consummate the Business Combination, (iii) no governmental authority of competent jurisdiction having enacted or issued any law (whether temporary, preliminary or permanent), in each case that is in effect and which has the effect of restraining, enjoining or prohibiting the consummation of the transaction, (iv) TMT having at least $5,000,001 of net tangible assets as of the Closing, although, as described elsewhere, the parties are seeking approval of the holders of TMT Ordinary Shares at the extraordinary general meeting to remove the corresponding requirement from TMT’s M&A and expect to waive this condition to Closing, (v) that the Elong Class A Ordinary Shares have been approved for listing by Nasdaq, (vi) Elong, TMT and Merger Sub having each performed and complied in all material respects with the obligations, covenants and agreements required by the Business Combination Agreement to be performed or complied with by it at or prior to the Effective Time, (vii) customary bring down conditions related to the accuracy of the parties’ respective representations and warranties in the Business Combination Agreement having been satisfied, (viii) the registration statement filed by Elong with the SEC, of which the accompanying proxy statement/prospectus is a part, having become effective, and (ix) TMT shareholders’ approval of the proposals to be presented at the extraordinary general meeting having been obtained.

In addition, the obligations of Elong to consummate the Business Combination are conditioned upon, among other items, the resignation of all directors and all executive officers of TMT, and there having been no “Material Adverse Effect” on TMT since the date of the Business Combination Agreement, and the obligations of TMT to consummate the Business Combination are conditioned upon, among other items, there having been no “Material Adverse Effect” on Elong since the date of the Business Combination Agreement. The Business Combination Agreement is also subject to the satisfaction or waiver of certain other closing conditions as described in the accompanying proxy statement/prospectus. There can be no assurance that the parties to the Business Combination Agreement would waive any such provision of the Business Combination Agreement if it is not satisfied as of the time of satisfaction of all other conditions precedent to the Merger.

TMT is providing the accompanying proxy statement/prospectus and accompanying proxy card to TMT shareholders in connection with the solicitation of proxies to be voted at the extraordinary general meeting and at any adjournments of the extraordinary general meeting. Information about the extraordinary general meeting, the Business Combination and other related business to be considered by TMT shareholders at the extraordinary general meeting is included in the accompanying proxy statement/prospectus. Whether or not you plan to attend the extraordinary general meeting, all of TMT’s shareholders are urged to read the accompanying proxy statement/prospectus, including the Annexes and other documents referred to therein, carefully and in their entirety. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 39 of the accompanying proxy statement/prospectus.

After careful consideration, the board of directors of TMT (the “TMT Board”) has unanimously approved the Business Combination and unanimously recommends that shareholders vote “FOR” the Business Combination Proposal and “FOR” all other proposals presented to TMT’s shareholders in the accompanying proxy statement/prospectus. When you consider the recommendation of these proposals by the TMT Board, you should keep in mind that TMT’s directors and officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “Proposal No. 1: The Business Combination Proposal — Interests of TMT’s Directors and Executive Officers in the Business Combination” in the accompanying proxy statement/prospectus for a further discussion of these considerations.

The approval of the Merger and Charter Proposal and the NTA Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of the holders of at least two-thirds (2/3) of the TMT Ordinary Shares represented in person, virtually or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting. The approval of each of the Business Combination Proposal, the Nasdaq Proposal, the Non-Binding Governance Proposals (which are comprised of non-binding advisory proposals) and the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the ordinary shares represented in person, virtually or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.

Your vote is very important. Whether or not you plan to attend the extraordinary general meeting, please vote as soon as possible by following the instructions in the accompanying proxy statement/prospectus to make sure that your shares are represented at the extraordinary general meeting. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the extraordinary general meeting. In most cases you may vote by telephone or over the Internet as instructed. The transactions contemplated by the Business Combination Agreement will be consummated only if the Condition Precedent Proposals are approved at the extraordinary general meeting. Each of the Condition Precedent Proposals is cross-conditioned on the approval of the other. The Nasdaq Proposal and the Non-Binding Governance Proposals also are conditioned on the Condition Precedent Proposals. None of the proposals are conditioned on the Nasdaq Proposal or the Non-Binding Governance Proposals. However, the Business Combination will not be consummated unless such proposals are approved or the corresponding condition in the Business Combination Agreement is waived by the parties to such agreement. If the Adjournment Proposal is presented, the other proposals will not be presented. The Non-Binding Governance Proposals are constituted of non-binding advisory proposals.

If you sign, date and return your proxy card without indicating how you wish to vote, your shares will be counted towards the quorum requirement and will be voted “FOR” each of the proposals presented at the extraordinary general meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the extraordinary general meeting either virtually or in person, the effect will be, among other things, that your shares will not be counted for purposes of determining whether a quorum is present at the extraordinary general meeting and will not be voted. An abstention will be counted towards the quorum requirement but will not count as a vote cast at the extraordinary general meeting. We expect that all proposals being voted on at the extraordinary general meeting will be considered non-routine under the rules of the NYSE, which generally controls the ability of brokers to vote or not vote shares held in street name on certain matters, and therefore we do not expect any broker non-votes to be submitted and broker non-votes will therefore have no impact on quorum. If you are a shareholder entitled to attend the extraordinary general meeting and you wish to attend and vote virtually or in person, you may withdraw your proxy and vote either virtually or in person.

If you have any questions or need assistance voting your ordinary shares, please contact Laurel Hill Advisory Group, LLC, our proxy solicitor, by calling toll-free (within the U.S. or Canada): 855-414-2266, or for banks and brokers, by calling collect: (516) 933-3100, or by emailing: info@laurelhill.com.

On behalf of the TMT Board, we would like to thank you for your support and look forward to the successful completion of the Business Combination.

NEITHER THE SEC NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

We are not licensed to conduct investment business in the Cayman Islands by the Cayman Islands Monetary Authority and the accompanying proxy statement/prospectus does not constitute an offer to members of the public of our issued share capital, whether by way of sale or subscription, in the Cayman Islands. Our issued share capital has not been offered or sold, will not be offered or sold and no invitation to subscribe for our ordinary shares will be made, directly or indirectly, to members of the public in the Cayman Islands.

The accompanying proxy statement/prospectus is dated September 30, 2024 and is first being mailed to shareholders as soon as practicable on or after September 30, 2024.

ABOUT THIS PROXY STATEMENT/PROSPECTUS

This document, which forms part of a registration statement on Form F-4 filed with the U.S. Securities and Exchange Commission (the “SEC”) by Elong (File No. 333-280512), constitutes a prospectus of Elong under Section 5 of the U.S. Securities Act of 1933, as amended, with respect to certain securities of Elong to be issued in connection with the Business Combination described below. This document also constitutes a notice of meeting and a proxy statement under Section 14(a) of the Exchange Act, for an extraordinary general meeting of shareholders to be held in connection with the Business Combination and at which TMT shareholders will be asked to consider and vote upon a proposal to adopt the Business Combination Agreement and approve the Business Combination, among other matters.

ADDITIONAL INFORMATION

You may request copies of this proxy statement/prospectus and any other publicly available information concerning TMT, without charge: from TMT, by writing to TMT Acquisition Corp, 420 Lexington Ave, Suite 2446, New York, NY 10170 or by calling (347) 627-0058, or from Laurel Hill Advisory Group, LLC, TMT’s proxy solicitor, by calling (855) 414-2266 (toll-free within the U.S. or Canada), or for banks and brokers, by calling (516) 933-3100 (collect), or by sending an email to info@laurelhill.com. You may also obtain copies of this proxy statement/prospectus and other documents publicly filed by TMT from the SEC, through the SEC website at http://www.sec.gov.

In order for a TMT shareholder to receive timely delivery of the applicable documents in advance of the extraordinary general meeting to be held on October 29, 2024, such shareholder must request the information no later than five (5) business days prior to the date of the meeting, or by October 22, 2024.

TMT ACQUISITION CORP
A Cayman Islands Exempted Company
(Company Number 378229)
420 Lexington Avenue, Suite 2446
New York, New York 10170

NOTICE OF EXTRAORDINARY GENERALMEETING OF SHAREHOLDERS
TO BE HELD ON OCTOBER 29, 2024

TO THE SHAREHOLDERS OF TMT ACQUISITION CORP:

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “extraordinary general meeting”) of TMT Acquisition Corp, a Cayman Islands exempted company, company number 378229 (“TMT”), will be held at the offices of the Company, located 420 Lexington Ave, Suite 2446, New York, NY 10170, at 10:30 a.m. Eastern Time, on October 29, 2024, and virtually via live webcast at https://www.cstproxy.com/tmtacquisitioncorp/2024 and via teleconference at (800) 450-7155 (U.S. toll free) or (857) 999-9155 (international) (in each case using participant code 6563505#), or at such other time and place to which the meeting may be adjourned. As such, shareholders of TMT (“TMT shareholders” or “shareholders”) may attend the extraordinary general meeting by visiting the extraordinary general meeting website at https://www.cstproxy.com/tmtacquisitioncorp/2024 where they will be able to listen to the meeting live and vote during the meeting. We are pleased to utilize virtual shareholder meeting technology to provide ready access and cost savings for TMT Shareholders and TMT. See “Frequently Used Terms” in the accompanying proxy statement/prospectus for definitions of certain terms used in this notice.

You are cordially invited to attend the extraordinary general meeting, which will be held to consider and vote, and if thought fit, pass and approve, the following resolutions:

Each of Proposal Nos. 1, 2 and 3 (the “Condition Precedent Proposals”) is cross-conditioned on the approval of the other, except that Proposals No. 1 and 2 will not be conditioned on Proposal No. 3 and Proposal No. 3 will not be considered a Condition Precedent Proposal if the NTA condition in TMT’s M&A is satisfied. Proposal Nos. 4 and 5 also are conditioned upon the approval of the Condition Precedent Proposals. None of the proposals are conditioned on Proposal Nos. 4 or 5. However, the Business Combination will not be consummated unless such proposals are approved or the corresponding condition in the Business Combination Agreement is waived by the parties to such agreement. If Proposal No. 6 is presented, the other proposals will not be presented. Proposal No. 5 is constituted of non-binding advisory proposals.

These items of business are described in the accompanying proxy statement/prospectus, which we encourage you to read carefully and in its entirety before voting. 

Only holders of record of TMT Ordinary Shares at the close of business on October 7, 2024 are entitled to notice of and to vote and have their votes counted at the extraordinary general meeting and any adjournment of the extraordinary general meeting. 

The accompanying proxy statement/prospectus and accompanying proxy card are being provided to TMT shareholders in connection with the solicitation of proxies to be voted at the extraordinary general meeting and at any adjournment of the extraordinary general meeting. Whether or not you plan to attend the extraordinary general meeting, all TMT shareholders are urged to read this proxy statement/prospectus, including the annexes and the documents referred to herein, carefully and in their entirety. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 39 of the accompanying proxy statement/prospectus.

 After careful consideration, the TMT Board has unanimously approved the Business Combination and unanimously recommends that shareholders vote “FOR” the adoption of the Business Combination Proposal and “FOR” all other proposals to be presented to TMT shareholders at the extraordinary general meeting. When you consider the recommendation of these proposals by the TMT Board, you should keep in mind that TMT’s directors and officers have interests therein that may conflict with your interests as a shareholder. See the section entitled “Proposal No. 1: The Business Combination Proposal — Interests of TMT’s Directors and Executive Officers in the Business Combination” in the accompanying proxy statement/prospectus for a further discussion of these considerations.

Pursuant to TMT’s M&A, a Public Shareholder, excluding the Sponsor and TMT’s officers and directors, may request that TMT redeem all or a portion of such shareholder’s Public Shares for cash if the Business Combination is consummated. You will be entitled to receive cash for any Public Shares to be redeemed only if you:

Holders must complete the procedures for electing to redeem their Public Shares in the manner described above prior to 5:00 p.m., Eastern Time, on October 25, 2024 (two (2) business days before the extraordinary general meeting) in order for their shares to be redeemed. Public Shareholders may elect to redeem their Public Shares whether they vote “for” or “against” or do not vote at all on the Business Combination Proposal or the other proposals to be voted upon at the extraordinary general meeting.

If you hold TMT Ordinary Shares through TMT Units, you must elect to separate your TMT Units into the underlying TMT Ordinary Shares and TMT Rights prior to exercising your redemption rights with respect to the Public Shares. If you hold your TMT Units in an account at a brokerage firm or bank, you must notify your broker or bank that you elect to separate the TMT Units into the underlying TMT Ordinary Shares and TMT Rights, or if you hold TMT Units registered in your own name, you must contact Continental, TMT’s transfer agent, directly and instruct it to do so.

If the Business Combination is not consummated, the Public Shares will be returned to the respective holder, broker or bank. If the Business Combination is consummated, and if a Public Shareholder properly exercises its right to redeem all or a portion of the Public Shares that it holds and timely delivers its shares to Continental, TMT will redeem such Public Shares for a per-share price, payable in cash, equal to the pro rata portion of the trust account established at the consummation of our initial public offering (the “trust account”), calculated as of two (2) business days prior to the consummation of the Business Combination (net of taxes paid and payable). For illustrative purposes, as of August 30, 2024, after taking into account redemptions in connection with the Extension Amendment, this would have amounted to approximately $11.14 per issued and outstanding Public Shares. If a Public Shareholder exercises its redemption rights in full, then it will be electing to exchange its Public Shares for cash and will no longer own Public Shares. See “Extraordinary General Meeting of TMT — Redemption Rights” in the accompanying proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your Public Shares for cash.

Notwithstanding the foregoing, a Public Shareholder, together with any affiliate of such Public Shareholder or any other person with whom such Public Shareholder is acting in concert or as a partnership, syndicate, or other group for the purposes of acquiring, holding, or disposing of TMT Ordinary Shares, will not, without TMT’s prior consent, redeem its Public Shares with respect to more than an aggregate of 15% of the Public Shares included in the TMT Units sold in TMT’s IPO. Accordingly, if a Public Shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the Public Shares, then any such shares in excess of that 15% limit would not be redeemed for cash or at all.

The Sponsor and the other Insiders have agreed to, among other things, vote in favor of the Business Combination Proposal and have waived their redemption rights in connection with the consummation of the Business Combination, in each case with respect to any TMT Ordinary Shares held by them, subject to applicable securities laws. The Sponsor also has agreed to, and the other Insiders have indicated their intention to, vote in favor of the other proposals to be presented at the extraordinary general meeting, including the other Condition Precedent Proposal, subject to applicable securities laws. Such persons waived their redemption rights in order to induce TMT and TMT’s underwriter to enter into the underwriting agreement executed and delivered in connection with the IPO. The Representative also has waived its redemptions rights in connection with the consummation of the Business Combination, with respect to the Representative Shares. No person was paid any consideration in exchange for these waivers. The Founder Shares, Representative Shares and TMT Private Placement Shares will be excluded from the pro rata calculation used to determine the per-share redemption price. As of the date of the accompanying proxy statement/prospectus, after taking into account redemptions in connection with the Extension Amendment, the Sponsor and the other Insiders, collectively, own 29.1%, and the Representative Shares represent 4.2%, of the issued and outstanding TMT Ordinary Shares.

The approval of the Merger and Charter Proposal and the NTA Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of the holders of at least two-thirds (2/3) of the TMT Ordinary Shares represented in person, virtually or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting. The approval of each of the Business Combination Proposal, the Nasdaq Proposal, the Non-Binding Governance Proposals (which are comprised of non-binding advisory proposals) and the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the ordinary shares represented in person, virtually or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.

Your vote is very important. Whether or not you plan to attend the extraordinary general meeting, please vote as soon as possible by following the instructions in the accompanying proxy statement/prospectus to make sure that your shares are represented at the extraordinary general meeting. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the extraordinary general meeting. In most cases you may vote by telephone or over the Internet as instructed. The transactions contemplated by the Business Combination Agreement will be consummated only if the Condition Precedent Proposals are approved at the extraordinary general meeting. Each of the Condition Precedent Proposals is cross-conditioned on the approval of the other. The Nasdaq Proposal and the Non-Binding Governance Proposals also are conditioned on the Condition Precedent Proposals. None of the proposals are conditioned on the Nasdaq Proposal or the Non-Binding Governance Proposals. However, the Business Combination will not be consummated unless such proposals are approved or the corresponding condition in the Business Combination Agreement is waived by the parties to such agreement. If the Adjournment Proposal is presented, the other proposals will not be presented. The Non-Binding Governance Proposals are constituted of non-binding advisory proposals.

If you sign, date and return your proxy card without indicating how you wish to vote, your shares will be counted towards the quorum requirement and will be voted “FOR” each of the proposals presented at the extraordinary general meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the extraordinary general meeting either virtually or in person, the effect will be, among other things, that your shares will not be counted for purposes of determining whether a quorum is present at the extraordinary general meeting and will not be voted. An abstention will be counted towards the quorum requirement but will not count as a vote cast at the extraordinary general meeting. We expect that all proposals being voted on at the extraordinary general meeting will be considered non-routine under the rules of the NYSE, which generally controls the ability of brokers to vote or not vote shares held in street name on certain matters, and therefore we do not expect any broker non-votes to be submitted and broker non-votes will therefore have no impact on quorum. If you are a shareholder of record and you attend the extraordinary general meeting and wish to vote virtually or in person, you may withdraw your proxy and vote either virtually or in person.

Your attention is directed to the remainder of the accompanying proxy statement/prospectus following this notice (including the annexes and other documents referred to herein) for a more complete description of the proposed Business Combination and related transactions and each of the proposals. You are encouraged to read the accompanying proxy statement/prospectus carefully and in its entirety, including the annexes and other documents referred to herein. If you have any questions or need assistance voting your TMT Ordinary Shares, please contact Laurel Hill Advisory Group, LLC, our proxy solicitor, by calling (855) 414-2266 (toll-free within the U.S. or Canada), or for banks and brokers, by calling (516) 933-3100 (collect), or by sending an email to info@laurelhill.com.

Thank you for your participation. We look forward to your continued support.

By Order of the Board of Directors of TMT Acquisition Corp, dated September 30, 2024.

/s/ Dajiang Guo

Chairman of the TMT Board

TABLE OF CONTENTS

FREQUENTLY USED TERMS

Unless otherwise stated in this proxy statement/prospectus or the context otherwise requires:

TRADEMARKS

Elong has proprietary rights to certain of the trademarks and trade names used in this prospectus. This proxy statement/prospectus also contains trademarks, service marks, copyrights and trade names of other companies, which are the property of their respective owners. TMT and Elong do not intend their use or display of other companies’ trademarks, copyrights or trade names to imply a relationship with, or endorsement or sponsorship of Elong or TMT by, any other companies. Solely for convenience, our trademarks and trade names referred to in this proxy statement/prospectus may appear without the ® or ™ symbols, but such references are not intended to indicate, in any way, that Elong or TMT will not assert, to the fullest extent under applicable law, its rights or the right of the applicable licensor to these trademarks and trade names.

MARKET AND INDUSTRY DATA

This proxy statement/prospectus includes industry position and industry data and forecasts that Elong and TMT obtained or derived from internal company reports, independent third-party publications and other industry data. Some data are also based on good faith estimates, which are derived from internal company analyses or review of internal company reports as well as the independent sources referred to above.

Statements as to industry position are based on market data currently available. While neither Elong nor TMT are aware of any misstatements regarding the industry data presented herein, these estimates involve risks and uncertainties and are subject to change based on various factors, including those discussed under the heading “Risk Factors” in this proxy statement/prospectus.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. These forward-looking statements include, among other things, statements about the parties’ ability to close the Business Combination, the timing of the Closing, the anticipated benefits of the Business Combination, and the financial conditions, results of operations, earnings outlook and prospects of Elong, TMT and New Elong during the period following the consummation of the Business Combination. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Forward-looking statements are typically identified by words such as “plan,” “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project,” “continue,” “could,” “may,” “might,” “possible,” “potential,” “predict,” “should,” “would,” “will,” “seek,” “target,” and other similar words and expressions, but the absence of these words does not mean that a statement is not forward-looking.

The forward-looking statements are based on information available as of the date of this proxy statement/prospectus and on the current expectations, forecasts and assumptions of the management of Elong and TMT, involve a number of judgments, risks and uncertainties, and are inherently subject to changes in circumstances and their potential effects and speak only as of the date of such statements. There can be no assurance that future developments will be those that have been anticipated. These forward-looking statements involve a number of risks and uncertainties that may cause actual results or performance to be materially different from those expressed, contemplated or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described in “Risk Factors,” those discussed and identified in public filings made with the SEC by TMT and the following:

Should one or more of these risks or uncertainties materialize, or should any of the assumptions made by the management of Elong or TMT prove incorrect, actual results may vary in material respects from those projected in or contemplated by these forward-looking statements.

All subsequent written and oral forward-looking statements concerning the Business Combination or other matters addressed in this proxy statement/prospectus and attributable to Elong or TMT or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this proxy statement/prospectus. Except to the extent required by applicable law or regulation, neither Elong nor TMT undertakes any obligation to update these forward-looking statements to reflect events or circumstances after the date of this proxy statement/prospectus or to reflect the occurrence of unanticipated events.

QUESTIONS AND ANSWERS ABOUT THE TMT SHAREHOLDER PROPOSALS

The questions and answers below highlight only selected information from this proxy statement/prospectus and only briefly address some commonly asked questions about the proposals to be presented at the extraordinary general meeting, including with respect to the proposed Business Combination. The following questions and answers do not include all the information that is important to the TMT shareholders. TMT urges the TMT shareholders to read this proxy statement/prospectus, including the annexes and the other documents referred to herein, carefully and in their entirety to fully understand the proposed Business Combination and the voting procedures for the extraordinary general meeting.

Q: How do I attend the meeting virtually?

A: The extraordinary general meeting will be accessible virtually via a live webcast at https://www.cstproxy.com/tmtacquisitioncorp/2024, at 10:30 a.m., Eastern Time, on October 29, 2024. To participate in and vote at the virtual meeting, TMT shareholders of record will need (i) the control number included on their proxy card or instructions that accompanied their proxy materials, if applicable, or (ii) to obtain a proxy form from their broker, bank or other nominee.

The extraordinary general meeting webcast will begin promptly at 10:30 a.m., Eastern Time. TMT shareholders are encouraged to access the extraordinary general meeting prior to the start time. If you encounter any difficulties accessing the virtual meeting or during the meeting time, please call the technical support number that will be posted on the virtual meeting login page.

Q: Can I attend the extraordinary general meeting in person?

A: Yes. If you are a TMT shareholder at the close of business on the Record Date, you will be able to attend the extraordinary general meeting in person, which will be held on October 29, 2024, at 10:30 a.m., Eastern Time, at the offices of the Company, located at 420 Lexington Ave, Suite 2446, New York, NY 10170. However, TMT encourages its shareholders to attend virtually via live webcast on the Internet.

Q: Why am I receiving this proxy statement/prospectus?

A: You are receiving these materials because you were a shareholder of record or a beneficial holder of TMT on the Record Date. TMT and Elong have agreed to undertake the Business Combination through a series of transactions to be completed in accordance with the terms and conditions of the Business Combination Agreement and the other Transaction Documents (as defined in the Business Combination Agreement). A copy of the Business Combination Agreement is attached as Annex A. TMT shareholders are being asked to consider and vote upon, and if thought fit, pass and approve, the Business Combination Proposal and a number of other proposals. See the section entitled “Proposal No. 1: The Business Combination Proposal” for more detail.

THE VOTE OF TMT SHAREHOLDERS IS IMPORTANT. TMT SHAREHOLDERS ARE ENCOURAGED TO VOTE AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT/ PROSPECTUS IN ITS ENTIRETY, INCLUDING THE ANNEXES.

Q: What are the transactions described in this proxy statement/prospectus?

A: On February 29, 2024, TMT, Elong and Merger Sub entered into the Business Combination Agreement. The principal transactions to effect the Business Combination include the following:

Following consummation of the Business Combination, because each Elong Class B Ordinary Share will entitle the holder thereof to 50 votes on all matters subject to vote at general meetings of New Elong, it is anticipated that the Supporting Shareholder will own approximately 85.6% (assuming no redemptions of TMT Ordinary Shares as described herein) or 86.7% (assuming maximum redemptions of TMT Ordinary Shares) of the voting power of New Elong. This percentage will increase to 86.0% and 87.5%, respectively, if the Earnout Shares are earned as described above.

Q: Who will serve on the New Elong Board following the Closing?

A: The Business Combination Agreement provides that, as of the Closing, the board of directors of Elong (the “New Elong Board”) shall consist of five directors, three of whom shall be designated by Elong, and of such three at least one of whom shall meet the independent director requirements under Nasdaq rules, and two of whom shall be chosen by the Sponsor, both of which shall meet the independent director requirements under Nasdaq rules. These directors shall be: Xiaodan Liu, currently Elong’s Chief Executive Officer and Chairman of the Board, Jingdong Qu, who will become Elong’s Executive Director as of the Closing, and Tung Kok Keow, Lawrence Leighton and David Chung-Hua Bolocan, each of whom will become an independent director of Elong as of the Closing. See “Management of Elong after the Business Combination.”

Q: Who will manage Elong after the Closing?

A: The Business Combination Agreement Business Combination Agreement provides that, as of the Closing, the Chairman and Chief Executive Officer of Elong as of immediately prior to the Effective Time, Xiaodan Liu, shall continue as the Chairman and Chief Executive Officer of New Elong, and the Chief Financial Officer of Elong as of immediately prior to the Effective Time, Luyi Wang, shall continue as the Chief Financial Officer of New Elong. Jingdong Qu will join the management team as of the Closing as the Executive Director of New Elong. See “Management of Elong after the Business Combination.”

Q: Is the completion of the Merger subject to any conditions?

A: Yes. The respective obligations of each party to effect the Closing of the Business Combination are subject to the fulfillment (or, to the extent permitted by applicable law, waiver) of certain conditions specified in the Business Combination Agreement.

The Business Combination Agreement provides that the obligations of the parties to consummate the Merger are conditioned on, among other things, (i) receipt of required consents and approvals from certain governmental authorities, including the China Securities Regulatory Commission (the “CSRC”) pursuant to the Trial Administrative Measures of the Overseas Securities Offering and Listing by Domestic Companies, (ii) there being no agreement between Elong or TMT and any governmental authority pursuant to which either Elong or TMT has agreed not to consummate the Business Combination, (iii) no governmental authority of competent jurisdiction having enacted or issued any law (whether temporary, preliminary or permanent), in each case that is in effect and which has the effect of restraining, enjoining or prohibiting the consummation of the transaction, (iv) TMT having at least $5,000,001 of net tangible assets as of the Closing, although, as described elsewhere, the parties are seeking approval of the holders of TMT Ordinary Shares at the extraordinary general meeting to remove the corresponding requirement from TMT’s M&A and expect to waive this condition to Closing, (v) that the Elong Class A Ordinary Shares have been approved for listing by Nasdaq, (vi) Elong, TMT and Merger Sub having each performed and complied in all material respects with the obligations, covenants and agreements required by the Business Combination Agreement to be performed or complied with by it at or prior to the Effective Time, (vii) customary bring down conditions related to the accuracy of the parties’ respective representations and warranties in the Business Combination Agreement having been satisfied, (viii) the registration statement filed by Elong with the SEC, of which the accompanying proxy statement/prospectus is a part, having become effective, and (ix) TMT shareholders’ approval of the proposals to be presented at the extraordinary general meeting having been obtained.

In addition, the obligations of Elong to consummate the Business Combination are conditioned upon, among other items, the resignation of all directors and all executive officers of TMT, and there having been no “Material Adverse Effect” on TMT since the date of the Business Combination Agreement, and the obligations of TMT to consummate the Business Combination are conditioned upon, among other items, there having been no “Material Adverse Effect” on Elong since the date of the Business Combination Agreement.

Certain of the foregoing conditions may be waived by the applicable party or parties in writing. To the extent that the TMT Board or the New Elong Board determines that any modifications by the parties, including any waivers of any conditions to the Closing, materially change the terms of the Business Combination, TMT and Elong will notify their respective shareholders in a manner reasonably calculated to inform them about the modifications as may be required by law, by publishing a press release, and/or filing a current report on Form 8-K and by circulating a supplement to this proxy statement/prospectus to resolicit the votes of TMT shareholders, if required. For more information about conditions to the consummation of the Business Combination, see “Proposal No. 1: The Business Combination Proposal — Summary of the Business Combination Agreement — Conditions to Closing.”

Q: What are the material U.S. federal income tax consequences to TMT shareholders resulting from the Business Combination?

A: It is intended that the Business Combination qualify as a “reorganization” within the meaning of Section 368(a) of the United States Internal Revenue Code of 1986, as amended (the “Code”), with respect to U.S. Holders of TMT Ordinary Shares. However, there are significant factual and legal uncertainties as to whether the Business Combination will qualify as a reorganization within the meaning of Section 368(a) of the Code. If any requirement for Section 368(a) of the Code is not met, then a U.S. Holder of TMT Ordinary Shares would generally recognize gain or loss in an amount equal to the difference, if any, between the fair value of Elong Class A Ordinary Shares received in the Business Combination, over such U.S. Holder’s aggregate tax basis in the corresponding TMT Ordinary Shares surrendered by such U.S. Holder in the Business Combination. Even if the Business Combination otherwise qualifies as a “reorganization” within the meaning of Section 368(a) of the Code, U.S. Holders may be required to recognize gain (but not loss) on account of the application of the Passive Foreign Investment Company (“PFIC”) rules, as described in more detail below under “ Material U.S. Federal Income Tax Considerations — U.S. Federal Income Tax Considerations of the Business Combination.” U.S. Holders of TMT Securities should consult their tax advisors to determine the tax consequences if the Business Combination does not qualify as a “reorganization” within the meaning of Section 368(a) of the Code and the application of the PFIC rules to their specific situation in connection with the Business Combination.

Q: Does Elong have to pay anything to TMT if the Business Combination Agreement is terminated?

A: No.

Q: What proposals are shareholders of TMT being asked to vote upon?

A: At the extraordinary general meeting, TMT is asking holders of TMT Ordinary Shares to consider and vote upon the following proposals:

See “Proposal No. 1: The Business Combination Proposal,” “Proposal No. 2: The Merger and Charter Proposal,” “Proposal No. 3: The NTA Proposal,” “Proposal No. 4: The Nasdaq Proposal,” “Proposal No. 5: The Non-Binding Governance Proposals” and “Proposal No. 6: The Adjournment Proposal.”

TMT will hold the extraordinary general meeting to consider and vote upon these proposals. This proxy statement/prospectus contains important information about the Business Combination and the other matters to be acted upon at the extraordinary general meeting. The TMT shareholders should read it carefully.

After careful consideration, the TMT Board has determined that the Business Combination Proposal, the Merger and Charter Proposal, the Nasdaq Proposal, the Non-Binding Governance Proposals and the Adjournment Proposal are in the best interests of TMT and its shareholders and unanimously recommends that you vote or give instruction to vote “FOR” each of those proposals. If TMT shareholders do not approve each of the Condition Precedent Proposals, then the Business Combination Agreement could terminate and the Business Combination may not be consummated.

The existence of financial and personal interests of one or more of TMT’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of TMT and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. In addition, TMT’s officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “Proposal No. 1: The Business Combination Proposal — Interests of TMT’s Directors and Executive Officers in the Business Combination” for a further discussion of these considerations.

Q: Are the proposals conditioned on one another?

A: Yes. Each of the Condition Precedent Proposals is cross-conditioned on the approval of the other. The Nasdaq Proposal and the Non-Binding Governance Proposals also are conditioned on the Condition Precedent Proposals. None of the proposals are conditioned on the Nasdaq Proposal or the Non-Binding Governance Proposals. However, the Business Combination will not be consummated unless such proposals are approved or the corresponding condition in the Business Combination Agreement is waived by the parties to such agreement. If the Adjournment Proposal is presented, the other proposals will not be presented. The Non-Binding Governance Proposals are non-binding advisory proposals.

Q: Why is TMT proposing the Business Combination?

A: TMT was incorporated to effect a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination, with one or more businesses or entities.

Based on our due diligence investigations of Elong, the management of Elong and the industry in which it operates, including the financial and other information provided by Elong in the course of these due diligence investigations, the TMT Board believes that the business combination with Elong is in the best interests of TMT and its shareholders and presents an opportunity to increase shareholder value. However, there is no assurance of this. See “Proposal No. 1 — The Business Combination Proposal — The TMT Board’s Reasons for the Business Combination” for additional information.

Although the TMT Board believes that the business combination with Elong presents an attractive business combination opportunity and is in the best interests of TMT and its shareholders, the TMT Board did consider certain potentially material negative factors in arriving at that conclusion, including, among others, general economic conditions, inability to achieve targets, and certain risks relating to Elong’s business, including those relating to market acceptance of electric vehicles and demand for battery systems for such vehicles, litigation involving product liabilities, changing customer preferences, development of alternative technologies, dependence on key personnel, dependence on key suppliers and strategic partners, Elong’s ability to obtain additional financing, and Elong’s compliance with governmental and other regulations. See the section entitled “Proposal No. 1: The Business Combination Proposal — The TMT Boards’ Reasons for the Business Combination,” as well as the risks described in the section entitled “Risk Factors.”

Q: What will the TMT shareholders receive in exchange for their TMT Securities?

A: Elong Class A Ordinary Shares. As a result of the Merger and upon the Effective Time, each TMT Ordinary Share issued and outstanding immediately prior to the Effective Time (other than TMT Excluded Shares and TMT Dissenting Shares) will convert into one Elong Class A Ordinary Share, (ii) each TMT Right issued and outstanding immediately prior to the Effective Time will each automatically convert in accordance with its terms into 2/10 of one TMT Ordinary Share that the holder thereof would have been entitled to receive pursuant to the Rights Agreement, and then further converted into the right to receive 2/10 of one Elong Class A Ordinary Share, and (iii) each TMT Unit issued and outstanding immediately prior to the Effective Time will be automatically and mandatorily separated into its component parts and each TMT Ordinary Share and TMT Right included within such TMT Unit will thereafter be automatically converted into Elong Class A Ordinary Shares as described in this sentence.

Elong intends to apply to list the Elong Class A Ordinary Shares on Nasdaq. It is a condition of the consummation of the Business Combination that Elong receive confirmation from Nasdaq that the Elong Class A Ordinary Shares to be issued in connection with the Business Combination have been listed or approved for listing on Nasdaq, subject only to official notice of issuance thereof, but there can be no assurance such listing condition will be met or that Elong will obtain such approval from Nasdaq. If such listing condition is not met or if such approval is not obtained, the Business Combination will not be consummated, unless the corresponding condition set forth in the Business Combination Agreement is waived by the parties. For further details, see “Proposal No. 1: The Business Combination Proposal — Consideration.”

Q: Did the TMT Board obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?

A: Yes. TMT’s M&A does not require the TMT Board to seek a third-party valuation or fairness opinion in connection with a business combination unless the target is affiliated with the Sponsor or TMT’s directors or officers. However, on February 25, 2024, in anticipation of the TMT Board evaluating the Business Combination, Newbridge Securities Corporation (“Newbridge”) delivered to the TMT Board a final draft, which was confirmed by delivery of a written opinion, dated February 28, 2024 (the “Newbridge Opinion”), to the effect that, as of the date of the Newbridge Opinion and based on and subject to various assumptions and limitations described in its written opinion, the merger consideration (as such term is used in this section, the “Merger Consideration”) to be paid to the TMT Shareholders is fair, from a financial point of view, to TMT shareholders.

For more information about our decision-making process, see the section entitled “Proposal No. 1: The Business Combination Proposal – Opinion of TMT’s Financial Advisor.” See also the sections titled “Proposal No. 1: The Business Combination Proposal – Interests of Certain Persons in the Business Combination” and “Risk Factors” for a further discussion of these considerations.

Q: What equity stake will current TMT shareholders and current Elong shareholders hold in Elong immediately after the consummation of the Business Combination?

A: As of the date of this proxy statement/prospectus, after taking into account redemptions in connection with the Extension Amendment, there are (i) 6,252,977 TMT Ordinary Shares issued and outstanding, which include 1,500,000 Founder Shares held by the Sponsor and the other Insiders, 370,000 TMT Private Placement Shares, 270,000 Representative Shares held by the Representative, and 4,112,977 Public Shares (the number of TMT Private Placement Shares and Public Shares is inclusive of the TMT Ordinary Shares underlying all issued and outstanding TMT Units), (ii) 6,370,000 TMT Rights, which include 370,000 TMT Private Placement Rights and 6,000,000 Public Rights (the number of TMT Private Placement Rights and Public Rights is inclusive of the TMT Rights underlying all issued and outstanding TMT Units), and (iii) 393,545 TMT Units outstanding, which include 370,000 TMT Units held by the Sponsor and 6,000,000 TMT Units held by the public (all TMT Ordinary Shares and TMT Rights underlying the TMT Units also are included in (i) and (ii), respectively). Each outstanding TMT Unit consists of one TMT Ordinary Share and one TMT Right. Each five TMT Rights will automatically convert into one TMT Ordinary Share upon completion of the Business Combination (which will further convert into one Elong Class A Ordinary Share). Therefore, as of the date of this proxy statement/prospectus (assuming that none of the TMT Ordinary Shares are redeemed in connection with the Business Combination), TMT’s fully-diluted share capital (after giving effect to the conversion of the TMT Rights) would be 7,562,977 TMT Ordinary Shares.

It is anticipated that, immediately following the Business Combination, and after taking into account redemptions of 1,710,385 Public Shares in connection with the Extension Amendment, the ownership of Elong will be as set forth in the table below. Though the Earnout Shares will not be paid at the Closing, the information in the table below assumes the Earnout Shares have been paid, in order to present the maximum potential dilution to the TMT shareholders from the Business Combination.

If the actual facts are different from the assumptions described in the footnotes to the table above, the percentage ownership of Elong by the constituencies listed in the table above will be different.

Regardless of the extent of redemptions, the Elong Class A Ordinary Shares owned by non-redeeming shareholders will have an implied value of $10.00 per share immediately upon consummation of the Business Combination. Accordingly, the Business Combination values Elong at $450,000,000. The trading price of Elong Class A Ordinary Shares immediately after consummation of the transaction is unpredictable and may be more or substantially less than this amount. Please see “Risk Factors — Risks Related to Redemption” for additional information.

Q: How has the announcement of the Business Combination affected the trading price of the TMT Ordinary Shares?

A: On December 1, 2023, the last trading day before announcement of the execution of the Original Business Combination Agreement, the reported closing prices on Nasdaq of the TMT Ordinary Shares, TMT Units, and TMT Rights were $10.52, $11.00 and $0.2401, respectively. On August 30, 2024, the reported closing prices on Nasdaq of the TMT Ordinary Shares, TMT Units and TMT Rights were $11.11, $11.22 and $0.32, respectively.

Q: Will TMT and Elong obtain new financing in connection with the Business Combination?

A: Elong has entered into subscription agreements with the PIPE Investors for the purchase of $7,000,000 in Elong Class A Ordinary Shares at a price of $10.00 per share in the PIPE Financing, to be consummated concurrently with the Closing. At the Closing, each PIPE Investor will also enter into the Registration Rights Agreement. Under the subscription agreements, Elong may not issue Elong Ordinary Shares or securities exercisable for, or exchangeable or convertible into Elong 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. In addition, in order to induce the PIPE Investors to sign the subscription agreements, the Supporting Shareholder agreed to transfer additional shares to the PIPE Investors after the Closing, so that their effective purchase price per share would be equal to 85% of the then-current market price of the Elong Class A Ordinary Shares on the date the shares are registered for resale or eligible to be sold pursuant to Rule 144 (or on the first anniversary of the Closing, if earlier), but in any event not less than $2.50. None of TMT’s sponsors, directors, officers of their affiliates will be investors in the PIPE.

Q: Are there any material differences between TMT’s M&A and New Elong’s M&A?

A: Yes. TMT shareholders are being asked to consider and vote upon separate proposals to approve, on a non-binding advisory basis, certain material differences between TMT’s M&A and New Elong’s M&A. Those differences include:

See “Proposal No. 5: The Non-Binding Governance Proposals,” for additional information.

Q: Do I have redemption rights?

A: If you are a holder of Public Shares, you have the right to request that we redeem all or a portion of your Public Shares for cash, provided that you follow the procedures and deadlines described elsewhere in this proxy statement/prospectus. Public Shareholders may elect to redeem all or a portion of the Public Shares held by them regardless of whether or how they vote in respect of the Business Combination Proposal. If you wish to exercise your redemption rights, please see the answer to the question: “How do I exercise my redemption rights?”

Notwithstanding the foregoing, a Public Shareholder, together with any affiliate of such Public Shareholder or any other person with whom such Public Shareholder is acting in concert or as a partnership, syndicate, or other group for the purposes of acquiring, holding, or disposing of TMT Ordinary Shares, will not, without TMT’s prior consent, redeem its Public Shares with respect to more than an aggregate of 15% of the Public Shares included in the TMT Units sold in TMT’s IPO. Accordingly, if a Public Shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the Public Shares, then any such shares in excess of that 15% limit would not be redeemed for cash or at all.

The Sponsor and the other Insiders have waived their redemption rights in connection with the consummation of the Business Combination, with respect to any TMT Ordinary Shares held by them. The Representative also has waived its redemptions rights in connection with the consummation of the Business Combination, with respect to the Representative Shares. No person was paid any consideration in exchange for these waivers. The Founder Shares, Representative Shares and TMT Private Placement Shares will be excluded from the pro rata calculation used to determine the per-share redemption price.

Q: Will how I vote affect my ability to exercise redemption rights?

A: No. You may exercise your redemption rights whether you vote your TMT Ordinary Shares for or against or do not vote at all on the Business Combination Proposal or the other proposals to be voted upon at the extraordinary general meeting. As a result, the Business Combination can be approved by shareholders who will redeem their shares and no longer remain shareholders.

Q: How do I exercise my redemption rights?

A: If you are a Public Shareholder and wish to exercise your right to redeem your Public Shares for cash, you must:

You must complete the procedures for electing to redeem your Public Shares in the manner described above prior to 5:00 p.m., Eastern Time, on October 25, 2024 (two (2) business days before the extraordinary general meeting) in order for your shares to be redeemed. You may elect to redeem your Public Shares whether they vote “for” or “against” or do not vote at all on the Business Combination Proposal or the other proposals to be voted upon at the extraordinary general meeting.

If you hold TMT Ordinary Shares through TMT Units, you must elect to separate your TMT Units into the underlying TMT Ordinary Shares and TMT Rights prior to exercising your redemption rights with respect to the Public Shares. If you hold your TMT Units in an account at a brokerage firm or bank, you must notify your broker or bank that you elect to separate the TMT Units into the underlying TMT Ordinary Shares and TMT Rights, or if you hold TMT Units registered in your own name, you must contact Continental, TMT’s transfer agent, directly and instruct it to do so.

The contact information for Continental is listed under the question “Who can help answer my questions?” below.

If the Business Combination is not consummated, your Public Shares will be returned to you or your broker or bank, as applicable. If the Business Combination is consummated, and if you properly exercise your right to redeem all or a portion of the Public Shares that you hold and timely deliver your shares to Continental, TMT will redeem such Public Shares for a per-share price, payable in cash, equal to the pro rata portion of the trust account established at the consummation of our initial public offering (the “trust account”), calculated as of two (2) business days prior to the consummation of the Business Combination. For illustrative purposes, as of August 30, 2024, after taking into account redemptions in connection with the Extension Amendment, this would have amounted to approximately $11.14 per issued and outstanding Public Share. However, the proceeds deposited in the trust account could become subject to the claims of TMT’s creditors, if any, which could have priority over your claim as a Public Shareholder, regardless of whether you vote or, if you do vote, irrespective of if you vote for or against the Business Combination Proposal. Therefore, the per share distribution from the trust account in such a situation may be less than originally expected due to such claims. Whether you vote, and if you do vote, irrespective of how you vote on any proposal, including the Business Combination Proposal, will have no impact on the amount you will receive upon exercise of your redemption rights. It is expected that the funds to be distributed to you if you elect to redeem your Public Shares will be distributed promptly after the consummation of the Business Combination.

If you submit a redemption request to Continental, and later decide prior to the extraordinary general meeting not to elect redemption, you may request to withdraw the redemption request. You may make such a withdrawal request by contacting Continental.

Any corrected or changed written exercise of redemption rights must be received by Continental prior to the vote taken on the Business Combination Proposal at the extraordinary general meeting. Your request for redemption will not be honored unless your Public Shares have been delivered (either physically or electronically) to Continental, at least two (2) business days prior to the vote at the extraordinary general meeting.

Q: If I am a holder of TMT Units, can I exercise redemption rights with respect to my TMT Units?

A: No. You have no redemption rights with respect to the TMT Units. You must elect to separate the TMT Units into the underlying TMT Ordinary Shares and TMT Rights prior to exercising redemption rights with respect to the TMT Ordinary Shares included in the TMT Units. If you hold your TMT Units in an account at a brokerage firm or bank, you must notify your broker or bank that you elect to separate the TMT Units into the underlying TMT Ordinary Shares and TMT Rights, or if you hold TMT Units registered in your own name, you must contact Continental, TMT’s transfer agent, directly and instruct them to do so. You must cause your TMT Ordinary Shares to be separated and delivered to Continental by 5:00 p.m., Eastern Time, on October 25, 2024 (two (2) business days before the extraordinary general meeting) in order to exercise your redemption rights with respect to your TMT Ordinary Shares. 

Q: What are the material U.S. federal income tax consequences of exercising my redemption rights?

A: A U.S. Holder (as defined in “Proposal No. 1: The Business Combination Proposal —Material Federal U.S. Income Tax Consequences”) who exercises its redemption rights will receive cash in exchange for the TMT Ordinary Shares, and either will be considered for U.S. federal income tax purposes to have made a sale or exchange of the tendered shares, or will be considered for U.S. federal income tax purposes to have received a distribution with respect to such shares that may be treated as: (i) dividend income, (ii) a nontaxable recovery of basis in their investment in the tendered shares, or (iii) gain (but not loss) as if the shares with respect to which the distribution was made had been sold. See the section entitled “Proposal No. 1: The Business Combination Proposal —Material Federal U.S. Income Tax Consequences — U.S. Holders Exercising Redemption Rights with Respect to TMT Ordinary Shares,” for additional information.

You should consult with your own tax advisor with respect to the U.S. federal income tax consequences of exercising your redemption rights.

Q: What happens to the funds deposited in the trust account after consummation of the Business Combination?

A: Following the closing of TMT’s IPO, an amount equal to $61,200,000 of the net proceeds from TMT’s IPO was placed in the trust account. An amount equal to $3,700,000, the proceeds from the TMT Private Placement, was also placed in the trust account. As of August 30, 2024, funds in the trust account totaled approximately $47,771,262 (after taking into account redemptions in connection with the Extension Amendment) and were comprised entirely of cash, U.S. government treasury obligations with a maturity of 185 days or less or of money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations. These funds will remain in the trust account, except for the withdrawal of interest to pay taxes, if any, until the earliest of (i) the completion of a business combination (including the Business Combination between TMT and Elong), (ii) the redemption of any Public Shares properly tendered in connection with a shareholder vote to amend TMT’s M&A to modify the substance or timing of TMT’s obligation to redeem 100% of the Public Shares if it does not complete a business combination by December 30, 2024 (or if such date is further extended at a duly called extraordinary general meeting, such later date), and (iii) the redemption of all of the Public Shares if TMT is unable to complete a business combination by December 30, 2024 (or if such date is further extended at a duly called extraordinary general meeting, such later date), subject to applicable law.

Upon consummation of the Business Combination, the funds deposited in the trust account will be released to pay holders of Public Shares who properly exercise their redemption rights, to pay transaction fees and expenses associated with the Business Combination and for working capital and general corporate purposes of Elong following the Business Combination. See “Summary of the Proxy Statement/Prospectus/Information Statement — Sources and Uses of Funds for the Business Combination.” 

Q: What happens if a substantial number of the Public Shareholders vote in favor of the Business Combination Proposal and exercise their redemption rights?

A: Our Public Shareholders may vote in favor of the Business Combination and exercise their redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the trust account and the number of Public Shareholders are reduced as a result of redemptions by Public Shareholders, which TMT Ordinary Shares will thereafter be automatically converted into Elong Class A Ordinary Shares.

If a Public Shareholder exercises its redemption rights, such exercise will not result in the loss of any TMT Rights that they may hold. Upon the Closing, each outstanding TMT Right will convert into 2/10 of one TMT Ordinary Share regardless of whether the holder has chosen to redeem their Public Shares.

With fewer Public Shares and potentially fewer Public Shareholders, Elong may not meet the listing standards for Nasdaq. In addition, with less funds available from the trust account, the working capital infusion from the trust account into Elong’s business will be reduced. Under TMT’s M&A as presently in effect, we are prohibited from redeeming Public Shares in an amount that would cause TMT’s net tangible assets (as determined in accordance with Rule 3a5 1-1 (g)(1) of the Exchange Act) to be less than $5,000,001; however, as described elsewhere, the parties are seeking approval of the holders of TMT Ordinary Shares at the extraordinary general meeting to remove this requirement from TMT’s M&A and expect to waive the corresponding condition to Closing.

Q: When do you expect the Business Combination to be completed?

A: The Business Combination is expected to be completed in the second half of 2024.

Q: Do I have appraisal rights in connection with the proposed Business Combination?

A: Holders of record of TMT Ordinary Shares may have appraisal rights in connection with the Merger under the Cayman Companies Act. TMT shareholders wishing to exercise such statutory dissenter rights and make a demand for payment of the fair value for their TMT Ordinary Shares must give written objection to the Business Combination Agreement and follow the procedures set out in Section 238 of the Cayman Companies Act, noting that any shareholder to whom the notice of dissent relates shall cease to have any of the rights of a shareholder of the Company except the right to be paid the fair value of his shares and certain other rights pursuant to section 238(7) of the Cayman Companies Act, until such dissenter rights may subsequently be lost and/or extinguished pursuant to the Cayman Companies Act. Since TMT is a SPAC entity with no assets save for the trust proceeds, in practice, this will be largely similar to the redemption price. Accordingly, TMT believes that such fair value would equal $11.14 (the redemption price per share as of August 30, 2024, after taking into account redemptions in connection with the Extension Amendment). A TMT shareholder who elects to exercise appraisal rights must do so in respect of all of the TMT Ordinary Shares that person holds and will lose their right to exercise their redemption rights as described herein. See the section of this proxy statement/prospectus titled “Extraordinary General Meeting of TMT Shareholders.” TMT shareholders are recommended to seek their own legal advice as soon as possible on the application and procedure to be followed in respect of the appraisal rights under the Cayman Companies Act.

Q: What do I need to do now?

A: TMT urges you to read this proxy statement/prospectus, including the annexes and the documents referred to herein, carefully and in their entirety and to consider how the Business Combination will affect you as a shareholder of TMT. TMT shareholders should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card.

Q: How do I vote?

A: The extraordinary general meeting will be held at 10:30 a.m., Eastern Time, on October 29, 2024, at the offices of the Company, located at 420 Lexington Ave, Suite 2446, New York, NY 10170, and virtually via live webcast at https://www.cstproxy.com/tmtacquisitioncorp/2024, where you will be able to listen to the meeting live and vote during the meeting. If you are a holder of record of TMT Ordinary Shares on the Record Date for the extraordinary general meeting, you may vote at the extraordinary general meeting in any of the following ways:

If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or nominee, you should contact your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares or, if you wish to attend the extraordinary general meeting and vote in person, obtain a valid proxy from your broker, bank or nominee. In most cases you may vote by telephone or over the Internet as instructed.

Q: If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

A: No. If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the “beneficial holder” of the shares held for you in what is known as “street name.” If this is the case, this proxy statement/prospectus may have been forwarded to you by your brokerage firm, bank or other nominee, or its agent, along with a voting instruction form, and you will need to follow the instructions included on that form in order to instruct your broker, bank or nominee as to how to vote your shares. As the beneficial holder, you have the right to direct your broker, bank or other nominee as to how to vote your shares. Generally, if you do not provide voting instructions to your broker on a particular proposal on which your broker does not have discretionary authority to vote, your shares will not be voted on that proposal. This is called a “broker non-vote.” Your broker would be entitled to vote your shares on other routine proposals where the broker does have discretionary authority to vote. We expect that all proposals being voted on at the extraordinary general meeting will be considered non-routine under the rules of the New York Stock Exchange (“NYSE”), which generally controls the ability of brokers to vote or not vote shares held in street name on certain matters, and therefore we do not expect any broker non-votes to be submitted. Accordingly, it is important that you instruct your broker, bank or nominee as to how to vote your shares.

Q: When and where will the extraordinary general meeting be held?

A: The extraordinary general meeting will be held on October 29, 2024 at 10:30 a.m., Eastern Time, at the offices of the Company, located at 420 Lexington Ave, Suite 2446, New York, NY 10170, and virtually via live webcast at https://www.cstproxy.com/tmtacquisitioncorp/2024. TMT encourages its shareholders to attend via live webcast. To participate in the meeting virtually, a TMT shareholder of record will need the control number included on their proxy card or instructions that accompanied their proxy materials, if applicable, or to obtain a proxy form from their broker, bank or other nominee. The extraordinary general meeting webcast will begin promptly at 10:30 a.m., Eastern Time. TMT shareholders are encouraged to access the TMT extraordinary general meeting prior to the start time. If you encounter any difficulties accessing the virtual meeting or during the meeting time, please call the technical support number that will be posted on the virtual meeting login page.

Q: Who is entitled to vote at the extraordinary general meeting?

A: TMT has fixed October 7, 2024 as the Record Date for the extraordinary general meeting. If you are a TMT shareholder at the close of business on the Record Date, you are entitled to vote on matters that come before the extraordinary general meeting. However, a shareholder may only vote his or her shares if he or she is present in person or is represented by proxy at the extraordinary general meeting.

Q: How many votes do I have?

A: TMT shareholders are entitled to one (1) vote at the extraordinary general meeting for each TMT Ordinary Share held of record as of the Record Date. It is expected that, as of the close of business on the Record Date for the extraordinary general meeting, there will be 6,429,615 TMT Ordinary Shares issued and outstanding.

Q: What constitutes a quorum?

A: A quorum of TMT shareholders is necessary to hold a valid meeting. A quorum will be present at the extraordinary general meeting if one or more TMT shareholders who together hold not less than a majority of the issued and outstanding TMT Ordinary Shares entitled to vote at the extraordinary general meeting are present in person or by proxy. It is expected that, as of the Record Date for the extraordinary general meeting, the presence of 3,214,808 TMT Ordinary Shares will be required to achieve a quorum.

Q: What vote is required to approve each proposal at the extraordinary general meeting?

A: The following votes are required for each proposal at the extraordinary general meeting:

Q: What are the recommendations of the TMT Board?

A: The TMT Board believes that the Business Combination Proposal and the other proposals to be presented at the extraordinary general meeting are in the best interest of TMT shareholders and unanimously recommends that its shareholders vote “FOR” the Business Combination Proposal, “FOR” the Merger and Charter Proposal, “FOR” the Nasdaq Proposal, “FOR” the Non-Binding Governance Proposals and “FOR” the Adjournment Proposal. The existence of financial and personal interests of one or more of TMT’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of TMT and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. In addition, TMT’s officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “Proposal No. 1: The Business Combination Proposal — Interests of TMT’s Directors and Executive Officers in the Business Combination” for a further discussion of these considerations.

Q: How does the Sponsor intend to vote its shares?

A: The Sponsor and the other Insiders have agreed, subject to applicable securities laws, to vote all the Founder Shares and TMT Private Placement Shares (as well as any Public Shares subsequently purchased by them) in favor of the Business Combination. The Sponsor also has agreed to, and the other Insiders have indicated their intention to, vote in favor of the other proposals to be presented at the extraordinary general meeting, including the other Condition Precedent Proposal, subject to applicable securities laws. As of the date of this proxy statement/prospectus, the Sponsor and the other Insiders own 1,870,000 of the issued and outstanding TMT Ordinary Shares.

The Sponsor and TMT’s directors, officers, advisors and their respective affiliates may purchase TMT Ordinary Shares, TMT Units or TMT Rights in privately negotiated transactions or in the open market either prior to or following the completion of the Business Combination. If the Sponsor or TMT’s directors, officers, advisors or their respective affiliates engage in such transactions prior to the completion of the Business Combination, the purchase will be at a price no higher than the price offered through the redemption process. Any such securities purchased by the Sponsor or TMT’s directors, officers, advisors or their respective affiliates, or any other third party that would vote at the direction of the Sponsor or TMT’s directors, officers, advisors or their respective affiliates, will not be voted in favor of approving the Business Combination. However, the Sponsor and TMT’s directors, officers, advisors and their respective affiliates have no current commitments, plans or intentions to engage in any such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the trust account will be used to purchase TMT Ordinary Shares, TMT Units or TMT Rights in such transactions. If the Sponsor or TMT’s directors, officers, advisors or their respective affiliates engage in such transactions, they will make any such purchases only when they are not in possession of any material non-public information (unless such information is disclosed to the seller) and only in compliance with Regulation M under the Exchange Act and all other federal securities laws.

Such a purchase would include a contractual acknowledgement that such shareholder, although still the record holder of TMT Ordinary Shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that the Sponsor or TMT’s directors, officers, advisors or their affiliates purchase shares in privately negotiated transactions from Public Shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their shares. The Sponsor and the other Insiders (including TMT’s officers and directors) have entered into an agreement with TMT, pursuant to which they have agreed to waive their redemption rights with respect to their Founder Shares, TMT Private Placement Shares and Public Shares.

The purpose of such purchases would be to ensure (i) that such shares would not be redeemed in connection with the Business Combination, (ii) that TMT’s net tangible assets are at least $5,000,001, in the event this requirement remains applicable, and/or (iii) that Elong will satisfy the listing standards of Nasdaq, where it appears that any such requirement would otherwise not be met. Any such purchases of our securities may result in the completion of the Business Combination that may not otherwise have been possible.

In addition, if such purchases are made, the public “float” of TMT Ordinary Shares may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on Nasdaq or another national securities exchange.

The Sponsor and TMT’s directors, officers, advisors and their respective affiliates anticipate that they may identify the shareholders with whom they may pursue privately negotiated purchases by either the shareholders contacting us directly or by our receipt of redemption requests submitted by shareholders following our mailing of proxy materials in connection with the Business Combination. To the extent that the Sponsor or TMT’s officers, directors, advisors or their affiliates enter into a private purchase, they would identify and contact only potential selling shareholders who have expressed their election to redeem their shares for a pro rata share of the trust account or vote against the Business Combination Proposal, but only if such shares have not already been voted at the extraordinary general meeting.

To the extent that the Sponsor or TMT’s officers, directors, advisors or their respective affiliates enter into any such private purchase prior to the extraordinary general meeting, TMT will file a current report on Form 8-K to disclose (i) the amount of securities purchased in any such purchases, along with the purchase price; (ii) the purpose of any such purchases; (iii) the impact, if any, of any such purchases on the likelihood that the Business Combination will be approved; (iv) the identities or the nature of the security holders (e.g., 5% security holders) who sold their securities in any such purchases; and (v) the number of securities for which TMT has received redemption requests pursuant to its shareholders’ redemption rights in connection with the Business Combination.

Any purchases by the Sponsor or TMT’s officers, directors or their respective affiliates who are affiliated purchasers under Rule 10b-18 under the Exchange Act will only be made to the extent such purchases are able to be made in compliance with Rule 10b-18, which is a safe harbor from liability for manipulation under Section 9(a)(2) and Rule 10b-5 of the Exchange Act. Rule 10b-18 has certain technical requirements that must be complied with in order for the safe harbor to be available to the purchaser.

None of the Sponsor and TMT’s officers, directors, advisors and their affiliates will make purchases of TMT Ordinary Shares if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act.

The existence of financial and personal interests of one or more of TMT’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of TMT and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. In addition, TMT’s officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “Proposal No. 1: The Business Combination Proposal — Interests of TMT’s Directors and Executive Officers in the Business Combination” for a further discussion of these considerations.

Q: What interests do the Sponsor and TMT’s officers and directors have in the Business Combination?

A: The personal and financial interests of the Sponsor, officers and directors may influence or have influenced their motivation in identifying and selecting a target for the Business Combination, their support for completing the Business Combination and the operation of Elong following the Business Combination.

The Sponsor and its permitted transferee own 1,500,000 Founder Shares, which were issued for the payment of an aggregate of $25,000 of expenses on behalf of TMT. Such securities had an aggregate market value of approximately $16,665,000 based upon the closing price of $11.11 per TMT Ordinary Share on Nasdaq on August 30, 2024. In addition, in the TMT Private Placement consummated concurrently with TMT’s IPO, the Sponsor purchased 370,000 TMT Units at a price of $10.00 per unit, for an aggregate purchase price of $3,700,000. Such securities had an aggregate market value of approximately $4,151,400 based upon the closing price of $11.22 per TMT Unit on Nasdaq on August 30, 2024. TMT’s directors and officers also have pecuniary interests in the Founder Shares held by the Sponsor through their ownership interest in the Sponsor. The Sponsor has agreed to waive its rights to liquidating dissolutions from the trust account.

The Sponsor may be incentivized to complete the Business Combination, or an alternative business combination with a less favorable company or on terms less favorable to TMT shareholders, rather than to liquidate, in which case the Sponsor would lose its entire investment. In addition, because the Sponsor purchased the Founder Shares for $0.017 per share, the Sponsor may receive a positive return on its Founder Shares (and on its investment as a whole), even if Public Shareholders experience a negative return on their investment after consummation of the Business Combination. As a result, the Sponsor and other officers and directors may have a conflict of interest in determining whether Elong is an appropriate business with which to effectuate a business combination and/or in evaluating the terms of the Business Combination.

Furthermore, TMT’s officers and directors, and their affiliates, may be entitled to reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on TMT’s behalf, such as identifying and investigating possible business targets and business combinations. However, if TMT fails to consummate a business combination within the completion window, they will not have any claim against the trust account for reimbursement. Accordingly, TMT may not be able to reimburse these expenses if the Business Combination or another business combination is not completed within the completion window. In considering these facts and the other information contained in this proxy statement/prospectus, you should be aware that TMT’s directors and officers may have financial interests in the Business Combination that may be different from, or in addition to, the interests of TMT shareholders, including as a result of their ownership interests in the Sponsor.

In addition to the interests described above, the Sponsor, some of TMT’s officers and directors and others may have the following conflicts:

The personal and financial interests of TMT’s officers and directors may have influenced their motivation in identifying and selecting Elong and completing a business combination with Elong. This risk may become more acute as the deadline of December 30, 2024 for completing a business combination nears.

The TMT Board was aware of and considered these interests, among other matters, in reaching the determination that the Business Combination Agreement and the transactions contemplated thereby, including the Merger, were advisable and in the best interests of, TMT and its shareholders. See the section entitled “Proposal 1—The Business Combination Proposal—Interests of Certain Persons in the Business Combination” of this proxy statement/prospectus for a detailed discussion of the special interests that the Sponsor and TMT directors and officers may have in the Business Combination.

Q: What happens if I sell my TMT Ordinary Shares before the extraordinary general meeting?

A: The Record Date for the extraordinary general meeting is earlier than the date of the extraordinary general meeting and earlier than the date that the Business Combination is expected to be completed. If you transfer your Public Shares after the applicable Record Date, but before the extraordinary general meeting, unless you grant a proxy to the transferee, you will retain your right to vote at such extraordinary general meeting, but the transferee, and not you, will have the ability to redeem such shares (if time permits).

Q: May I change my vote after I have delivered my signed proxy card or voting instruction card?

A: Yes. If you are a shareholder of record of TMT Ordinary Shares as of the close of business on the Record Date, you can change or revoke your proxy before it is voted at the meeting in one of the following ways:

If you are a beneficial holder of TMT Ordinary Shares held in “street name” as of the close of business on the Record Date, you can change or revoke your voting instructions by following the instructions provided by your broker or bank.

Q: What happens if I fail to take any action with respect to the extraordinary general meeting?

A: If you fail to take any action with respect to the extraordinary general meeting and the Business Combination is approved by shareholders and the Business Combination is consummated, you will become a shareholder of Elong. However, if you fail to vote with respect to the extraordinary general meeting, you will nonetheless be eligible to elect to redeem your Public Shares in connection with the Business Combination. If you fail to take any action with respect to the extraordinary general meeting and the Business Combination is not approved, you will remain a holder of TMT Ordinary Shares and/or TMT Rights.

Q: What happens if I abstain from voting or do not vote with respect to a proposal?

A: For purposes of the TMT extraordinary general meeting, an abstention occurs with respect to a proposal when a shareholder returns a ballot or a proxy and marks “ABSTAIN” with respect to such proposal.

If you abstain from voting with respect a proposal, or if you do not vote on a proposal (whether as a result of a broker non-vote or because do not submit a proxy by mail, internet or telephone and do not attend the meeting in person or virtually and vote at the meeting), your abstention or failure to vote will have no effect on the vote on such proposal.

Q: What should I do with the certificates for my TMT Ordinary Shares, TMT Rights and/or TMT Units?

A: TMT shareholders who exercise their redemption rights must deliver their Public Shares to Continental, either physically (by delivering the certificates for such shares) or electronically, prior to the extraordinary general meeting. TMT shareholders who hold their Public Shares as part of TMT Units and wish to exercise their redemption rights must elect to separate their TMT Units into the underlying TMT Ordinary Shares and TMT Rights in order to deliver their Public Shares and exercise such redemption rights.

Holders must complete the procedures for electing to redeem their Public Shares in the manner described above under the question “How do I exercise my redemption rights?” prior to 5:00 p.m., Eastern Time, on October 25, 2024 (two (2) business days before the extraordinary general meeting) in order for their Public Shares to be redeemed.

Holders of TMT Rights should not submit the certificates relating to their TMT Rights. In addition, Public Shareholders who do not elect to have their Public Shares redeemed for the pro rata share of the trust account should not submit the certificates relating to their TMT Ordinary Shares or TMT Units.

Q: What should I do if I receive more than one set of voting materials?

A: TMT shareholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction forms. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction form for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction form that you receive in order to cast a vote with respect to all of your TMT Ordinary Shares.

Q: Who will solicit and pay the cost of soliciting proxies for the extraordinary general meeting?

A: TMT will pay the cost of soliciting proxies for the extraordinary general meeting. TMT has engaged Laurel Hill Advisory Group, LLC to assist in the solicitation of proxies for the extraordinary general meeting. TMT has agreed to pay a fee of $14,500, plus fees and expenses (to be paid with non-trust account funds). TMT will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of TMT Ordinary Shares for their expenses in forwarding soliciting materials to beneficial owners of TMT Ordinary Shares and in obtaining voting instructions from those owners. TMT’s directors and officers may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

Q: Where can I find the voting results of the extraordinary general meeting?

A: The preliminary voting results will be expected to be announced at the extraordinary general meeting. TMT will publish final voting results of the extraordinary general meeting in a Current Report on Form 8-K within four business days after the extraordinary general meeting.

Q: Who can help answer my questions?

A: If you have questions about the Business Combination or if you need additional copies of this proxy statement/prospectus, any document incorporated by reference in this proxy statement/prospectus or the enclosed proxy card, you should contact:

Laurel Hill Advisory Group, LLC

Call Toll Free: (855) 414-2266
Banks and Brokers Call Collect: (516) 933-3100
Email: info@laurelhill.com

You also may obtain additional information about TMT from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.” If you are a holder of Public Shares and you intend to seek redemption of your Public Shares, you will need to deliver your Public Shares (either physically or electronically) to Continental at the address below prior to the extraordinary general meeting. Holders must complete the procedures for electing to redeem their Public Shares in the manner described above under the question “How do I exercise my redemption rights?” prior to 5:00 p.m., Eastern Time, on October 25, 2024 (two (2) business days before the extraordinary general meeting) in order for their shares to be redeemed. If you have questions regarding the separation of your TMT Units or delivery of your TMT Ordinary Shares, please contact:

Continental Stock Transfer & Trust Company

One State Street Plaza, 30th Floor

New York, New York 10004

Attn: Mark Zimkind

E-mail: mzimkind@continentalstock.com

DELIVERY OF DOCUMENTS TO TMT’S SHAREHOLDERS

Pursuant to the rules of the SEC, TMT and vendors that it employs to deliver communications to its shareholders are permitted to deliver to two or more shareholders sharing the same address a single copy of this proxy statement/prospectus, unless TMT has received contrary instructions from one or more of such shareholders. Upon written or oral request, TMT will deliver a separate copy of this proxy statement/prospectus to any shareholder at a shared address to which a single copy of this proxy statement/prospectus was delivered and who wishes to receive separate copies in the future. Shareholders receiving multiple copies of the proxy statement may likewise request that TMT deliver single copies of this proxy statement/prospectus in the future. Shareholders may notify TMT of their requests by contacting the proxy solicitor as follows:

Laurel Hill Advisory Group, LLC

Call Toll Free: (855) 414-2266
Banks and Brokers Call Collect: (516) 933-3100
Email: info@laurelhill.com

SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

This summary highlights selected information from this proxy statement/prospectus and may not contain all of the information that is important to you. To better understand the Proposals to be submitted for a vote at the Shareholder Meeting, whether or not you plan to attend such meeting, you should read this entire document carefully, including the Business Combination Agreement, attached as Annex A to this proxy statement/prospectus. The Business Combination Agreement is the legal document that governs the Business Combination and the other transactions that will be undertaken in connection therewith. The Business Combination Agreement is also described in detail in this proxy statement/prospectus in the section entitled “Proposal No. 1: The Business Combination Proposal — The Business Combination Agreement.” This proxy statement/prospectus also includes forward-looking statements that involve risks and uncertainties. See “Cautionary Note Regarding Forward-Looking Statements.”

Parties to the Business Combination

TMT

TMT is a blank check company incorporated on July 6, 2021 as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses. TMTs Ordinary Shares, Rights and Units are currently quoted on the Nasdaq Global Market under the symbols “TMTC” “TMTCR” and “TMTCU” respectively. TMT’s executive offices are located at 420 Lexington Ave, Suite 2446, New York, NY 10170, and its telephone number is (347) 627-0058.

On August 20, 2021, TMT issued an aggregate of 1,437,500 Founder Shares to the Sponsor for an aggregate purchase price of $25,000, or approximately $0.017 per share. On January 6, 2022, the TMT Board and the Sponsor, as the sole shareholder of TMT, approved, through a special resolution, the following share capital changes:

In January 2022, TMT issued an additional 287,500 TMT Ordinary Shares to the Sponsor for no additional consideration, resulting in the Sponsor holding an aggregate of 1,725,000 TMT Ordinary Shares. The issuance was considered as a nominal issuance, in substance a recapitalization transaction, which was recorded and presented retroactively. The issuance included an aggregate of up to 225,000 TMT Ordinary Shares subject to forfeiture to the extent that the underwriters’ over-allotment is not exercised in full or in part. With the consummation of the IPO (including the failure to exercise by the underwriter of its over-allotment option), 225,000 of the 1,725,000 shares were forfeited, resulting in our Sponsor holding an aggregate of 1,500,000 Founder Shares.

On March 30, 2023, TMT consummated its IPO of 6,000,000 TMT Units. Each TMT Unit consisted of one TMT Ordinary Share and one TMT Right. The TMT Units were sold at an offering price of $10.00 per TMT Unit, generating total gross proceeds of $60,000,000.

Simultaneously with the consummation of the IPO and the sale of the TMT Units, TMT consummated the TMT Private Placement of 370,000 units, each consisting of one TMT Ordinary Share and one TMT Private Placement Right, to the Sponsor at a price of $10.00 per unit, generating total proceeds of $3,700,000. A total of $61,200,000 of the net proceeds from the IPO and the TMT Private Placement were placed in the trust account, a U.S.-based account established for the benefit of the Public Shareholders and maintained by Continental, acting as trustee.

Simultaneously with the consummation of the IPO, TMT also issued to the Representative, pursuant to the underwriting agreement, 270,000 Representative Shares. The Representative has agreed to waive its redemption rights with respect to such shares in connection with the completion of the Business Combination.

Elong

Elong is a Cayman Islands exempted company that, through its operating subsidiaries, is committed to the research and development, manufacturing, sales and service of high-power lithium-ion batteries for electric vehicles and construction machinery, as well as large-capacity, long-cycle lithium-ion batteries for energy storage systems. Elong is led by Ms. Xiaodan Liu, Elong’s Chairwoman and CEO. Elong’s executive offices are located at Gushan Standard Factory Building Project, Ganzhou New Energy Vehicle Technology City, located at West Gushan Road and North Xingguang Road, Ganzhou City, Jiangxi Province, 341000, PRC, and its telephone number is (86) 13011896849.

Merger Sub

Merger Sub is a wholly-owned subsidiary of Elong formed solely for the purpose of effectuating the Merger. Merger Sub was incorporated under the laws of the Cayman Islands on January 12, 2024. Merger Sub does not own any material assets and does not operate any business. After the consummation of the Business Combination, Merger Sub will cease to exist as a separate legal entity. The mailing address of Merger Sub is Gushan Standard Factory Building Project, Ganzhou New Energy Vehicle Technology City, located at West Gushan Road and North Xingguang Road, Ganzhou City, Jiangxi Province, 341000, PRC, and its telephone number is (86) 13011896849.

TMT Shareholder Proposals

Proposal 1 – The Business Combination Proposal

TMT is asking its shareholders to approve in all respects (i) the Business Combination Agreement, (ii) the other Transaction Documents (as defined in the Business Combination Agreement), and (iii) the completion of the transactions contemplated by the Business Combination Agreement and such Transaction Documents, in accordance with the terms and subject to the conditions set forth in the Business Combination Agreement and such Transaction Documents.

Proposal 2 – The Merger and Charter Proposal

TMT is asking its shareholders to (i) adopt and approve in all respects the Plan of Merger to be filed with the Registrar of Companies of the Cayman Islands, a copy of which is attached to the proxy statement/prospectus as Annex B-1, and the transactions contemplated thereunder, including, without limitation the Merger, and (ii) amend and restate the amended and restated memorandum and articles of association of TMT currently in effect by the deletion in their entirety and the substitution in their place of the proposed amended and restated memorandum and articles of association of the surviving company of the Merger, the form of which is attached hereto as Annex B-2, with effect from the effective time of the Merger.

Proposal 3 – The NTA Proposal

TMT is asking its shareholders to approve the deletion of (i) the sentence”, provided that the Company shall not repurchase Public Shares in an amount that would cause the Company’s net tangible assets (after payment of the deferred underwriting commissions) to be less than US$5,000,001” at the end of Article 37.2(b) and (ii) the sentence”, provided that the Company shall not repurchase Public Shares in an amount that would cause the Company’s net tangible assets to be less than US$5,000,001” at the end of Article 37.6, in each case, of TMT’s current third amended and restated articles of association, to remove the restriction for TMT to consummate a shareholder redemption offer in connection with a tender offer or a vote held to approve a proposed business combination if the redemptions made would cause TMT’s net tangible assets to be less than US$5,000,001 (the “NTA Amendment”).

Proposal 4 – The Nasdaq Proposal

TMT is asking its shareholders to approve in all respects, for the purposes of complying with the applicable provisions of Nasdaq Rule 5635, the issuance of TMT Ordinary Shares to Elong in connection with the Merger.

Proposal 5 – The Non-Binding Governance Proposals

TMT is asking its shareholders to approve, on a non-binding advisory basis, certain material differences between TMT’s M&A and New Elong’s M&A, presented separately in accordance with the SEC’s requirements. TMT encourages shareholders to carefully review the information set out in the section entitled “Proposal No. 5: The Non-Binding Governance Proposals,” the full text of TMT’s M&A, incorporated by reference as Exhibit 3.1, and the full text of New Elong’s M&A, attached hereto as Annex C.

Proposal 6 – The Adjournment Proposal

TMT is asking its shareholders to approve the adjournment of the extraordinary general meeting to a later date or dates, if it is determined by the officer presiding over the extraordinary general meeting that more time is necessary for TMT to consummate the Merger and the other transactions contemplated by the Business Combination Agreement. The presiding officer may elect whether to present the Adjournment Proposal. If the Adjournment Proposal is presented, the other proposals will not be presented.

Please see the sections titled “The Extraordinary General Meeting of TMT Shareholders” on page 79 for more information on the foregoing Proposals.

TMT Board’s Reasons for Approval of the Business Combination

Please see the section titled “Proposal 1: The Business Combination Proposal — Recommendation of the TMT Board and Reasons for the Business Combination” on page 85.

Date, Time and Place of Extraordinary General Meeting of TMT’s Shareholders

The extraordinary general meeting of the shareholders of TMT will be held at 10:30 a.m., Eastern Time, on October 29, 2024, at the offices of the Company, located at 420 Lexington Ave, Suite 2446, New York, NY 10170, and virtually via live webcast at https://www.cstproxy.com/tmtacquisitioncorp/2024 and via teleconference using the below dial-in information, to consider and vote upon the Business Combination Proposal, the Merger and Charter Proposal, the Nasdaq Proposal, the Non-Binding Governance Proposals and, if necessary, the Adjournment Proposal.

Voting Power; Record Date

It is expected that, as of October 7, 2024, the Record Date, there will be 6,429,615 TMT Ordinary Shares issued and outstanding. Only TMT’s shareholders who hold TMT Ordinary Shares of record as of the close of business on October 7, 2024, the Record Date, will be entitled to vote at the Extraordinary General Meeting or any adjournment of the Extraordinary General Meeting. Approval of the Merger and Charter Proposal will require the affirmative vote of the holders of two-thirds of the issued and outstanding TMT Ordinary Shares present and entitled to vote at the Extraordinary General Meeting, and approval of each of the Business Combination Proposal, the Nasdaq Proposal, the Non-Binding Governance Proposals, and the Adjournment Proposal will require the affirmative vote of the holders of a majority of the ordinary shares represented in person, virtually or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.

Even if the Business Combination Proposal and the Merger and Charter Proposal are approved, if TMT’s net tangible assets are less than $5,000,001 as of the Closing, then the Business Combination may not be completed, unless the NTA Proposal is approved and the corresponding condition to closing is waived by the parties, as expected. If TMT does not receive proceeds from any other sources, TMT estimates that it would have less than the required amount of net tangible assets, if holders of more than 93% of the outstanding Public Shares (after taking into account redemptions in connection with the Extension Amendment) exercise their redemption rights, assuming a redemption price of $11.14 per share (the redemption price as of August 30, 2024, after taking into account redemptions in connection with the Extension Amendment). However, even in the event this requirement continues to apply, this requirement may be satisfied through the receipt by TMT of proceeds other than from the trust account, such as proceeds received in an equity financing.

It is expected that, as of October 7, 2024, the Record Date, the Sponsor and the other Insiders will own and be entitled to vote 1,870,000 TMT Ordinary Shares, or approximately 29.1% of the outstanding TMT Ordinary Shares. The Sponsor and the other Insiders have agreed to vote their TMT Ordinary Shares in favor of the Business Combination Proposal, subject to applicable securities laws. The Sponsor also has agreed to, and the other Insiders have indicated their intention to, vote in favor of the other proposals to be presented at the extraordinary general meeting, including the other Condition Precedent Proposal, subject to applicable securities laws.

Quorum and Vote for TMT Shareholders

A quorum of TMT shareholders is necessary to hold a valid meeting. A quorum will be present at the extraordinary general meeting if one or more TMT shareholders who together hold not less than a majority of the issued and outstanding TMT Ordinary Shares entitled to vote at the extraordinary general meeting are present in person or by proxy. Abstentions, while considered present for the purposes of establishing a quorum, will not count as votes cast at the extraordinary general meeting. We do not expect any broker non-votes. It is expected that, as of the Record Date for the extraordinary general meeting, 3,214,808 TMT Ordinary Shares will be required to achieve a quorum.

The proposals presented at the extraordinary general meeting require the following votes:

The Sponsor and the other Insiders have agreed to vote their TMT Ordinary Shares in favor of the Business Combination Proposal, subject to applicable securities laws. The Sponsor also has agreed to, and the other Insiders have indicated their intention to, vote in favor of the other proposals to be presented at the extraordinary general meeting, including the other Condition Precedent Proposal, subject to applicable securities laws.

Redemption Rights

Pursuant to the Existing Charter, a Public Shareholder, excluding the Sponsor and TMT’s officers and directors, may request that TMT redeem all or a portion of such shareholder’s Public Shares for cash if the Business Combination is consummated. You will be entitled to receive cash for any Public Shares to be redeemed only if you:

Holders must complete the procedures for electing to redeem their Public Shares in the manner described above prior to 5:00 p.m., Eastern Time, on October 25, 2024 (two (2) business days before the extraordinary general meeting) in order for their shares to be redeemed. Public Shareholders may elect to redeem their Public Shares whether they vote “for” or “against” or do not vote at all on the Business Combination Proposal or any other proposal to be presented at the extraordinary general meeting.

Holders of TMT Units must elect to separate the TMT Units into the underlying TMT Ordinary Shares and TMT Rights prior to exercising redemption rights with respect to the Public Shares. If holders hold their TMT Units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the TMT Units into the underlying TMT Ordinary Shares and TMT Rights, or if a holder holds TMT Units registered in its own name, the holder must contact Continental, TMT’s transfer agent, directly and instruct it to do so.

If the Business Combination is not consummated, the Public Shares will be returned to the respective holder, broker, or bank. If the Business Combination is consummated, and if a Public Shareholder properly exercises its right to redeem all or a portion of the Public Shares that they hold and timely delivers its shares to Continental, TMT will redeem such Public Shares for a per-share price, payable in cash, equal to the pro rata portion of the trust account, calculated as of two (2) business days prior to the consummation of the Business Combination (net of taxes paid and payable). For illustrative purposes, as of August 30, 2024, after taking into account redemptions in connection with the Extension Amendment, this would have amounted to approximately $11.14 per issued and outstanding Public Share. If a Public Shareholder exercises its redemption rights in full, then it will be electing to exchange its Public Shares for cash and will no longer own Public Shares.

If you hold the shares in “street name,” you will have to coordinate with your broker to have your shares certificated or delivered electronically. Shares that have not been tendered (either physically or electronically) in accordance with these procedures will not be redeemed for cash. There is a nominal cost associated with this tendering process and the act of certificating the shares or delivering them through DTC’s DWAC system. The transfer agent will typically charge the tendering broker $175 and it would be up to the broker whether or not to pass this cost on to the redeeming shareholder. In the event the proposed Business Combination is not consummated this may result in an additional cost to shareholders for the return of their shares.

Any request to redeem such shares, once made, may be withdrawn at any time up to the date of the Shareholder Meeting or, with TMT’s consent, after the Shareholder Meeting and prior to the Closing. Furthermore, if you deliver your certificate in connection with an election of redemption rights and subsequently decides prior to the date of the Shareholder Meeting not to elect to exercise such rights, you may simply request that Continental return the certificate (physically or electronically). If you submit a redemption request to Continental and later decide prior to the extraordinary general meeting not to elect redemption, you may request to withdraw the redemption request. You may make such request by contacting Continental at the phone number or address listed in see “Questions and answers — Q: Who can help answer my questions?”

Any corrected or changed written exercise of redemption rights must be received by Continental prior to the vote taken on the Business Combination Proposal at the extraordinary general meeting unless otherwise agreed to by TMT. No request for redemption will be honored unless the holder’s TMT Ordinary Shares and other redemption forms have been delivered to Continental either physically (in case the shares are held in certificated form) or electronically (in case the shares are held through DTC), at least two (2) business days prior to the vote at the extraordinary general meeting.

Notwithstanding the foregoing, a Public Shareholder, together with any affiliate of such Public Shareholder or any other person with whom such Public Shareholder is acting in concert or as a partnership, syndicate, or other group for the purposes of acquiring, holding, or disposing of TMT Ordinary Shares, will not, without TMT’s prior consent, redeem its TMT Ordinary Shares with respect to more than an aggregate of 15% of the TMT Ordinary Shares. Accordingly, if a Public Shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the TMT Ordinary Shares, then any such shares in excess of that 15% limit would not be redeemed for cash.

The Sponsor and the other Insiders have waived their redemption rights in connection with the consummation of the Business Combination, with respect to any TMT Ordinary Shares held by them. The Representative also has waived its redemptions rights in connection with the consummation of the Business Combination, with respect to the Representative Shares. No person was paid any consideration in exchange for these waivers. The Founder Shares, Representative Shares and TMT Private Placement Shares will be excluded from the pro rata calculation used to determine the per-share redemption price. As of the date of the accompanying proxy statement/prospectus, the Sponsor and the other Insiders, collectively, own 29.1%, and the Representative Shares represent 4.2%, of the issued and outstanding TMT Ordinary Shares.

The closing price of TMT Ordinary Shares on August 30, 2024 was $11.11. For illustrative purposes, as of August 30, 2024, after taking into account redemptions in connection with the Extension Amendment, funds in the trust account plus accrued interest thereon totaled approximately $47,771,262, or approximately $11.14 per issued and outstanding Public Share ($7.43 per issued and outstanding TMT Ordinary Share).

Prior to exercising redemption rights, Public Shareholders should verify the market price of TMT Ordinary Shares as they may receive higher proceeds from the sale of their TMT Ordinary Shares in the public market than from exercising their redemption rights, if the market price per share is higher than the redemption price. TMT cannot assure its shareholders that they will be able to sell their TMT Ordinary Shares in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in its securities when its shareholders wish to sell their shares.

Appraisal Rights

Holders of record of TMT Ordinary Shares may have appraisal rights in connection with the Merger under the Cayman Companies Act. For more information, see “Extraordinary General Meeting of TMT Shareholders — Appraisal or Dissenters’ Rights.”

Proxy Solicitation

Proxies may be solicited by mail, telephone or in person. TMT has engaged Laurel Hill Advisory Group, LLC to assist in the solicitation of proxies.

If a shareholder grants a proxy, it may still vote its shares in person if it revokes its proxy before the extraordinary general meeting. A shareholder also may change its vote by submitting a later-dated proxy as described in the section entitled “Extraordinary General Meeting of TMT — Revoking Your Proxy.”

Interests of TMT’s Directors and Officers and Others in the Business Combination

When you consider the recommendation of the TMT Board in favor of approval of the Business Combination Proposal, you should keep in mind that the initial shareholders, including TMT’s directors and executive officers, have interests in such proposal that are different from, or in addition to, those of TMT shareholders generally. These interests include, among other things, the interests listed below:

Certain of the Insiders, including Mr. Zhang and Ms. Li, also have a direct or indirect economic interest, through their ownership interest in the Sponsor, in the Founder Shares and in the TMT Units purchased in the TMT Private Placement.

If TMT is unable to complete the Business Combination or another initial business combination within the required time period, the aggregate dollar amount that the Sponsor, the other Insiders and their respective affiliates, including Mr. Zhang and Ms. Li, have at risk that depends on completion of the Business Combination or another initial business combination is $20,866,400, comprised of (i) $20,816,400 in aggregate market value of the Founder Shares and TMT Units (based on the closing price of the TMT Ordinary Shares and TMT Units on the Nasdaq Global Market on August 30, 2024), and (ii) $50,000 of unpaid expenses incurred by the Sponsor and TMT’s officers and directors and their affiliates in connection with the administrative services agreement as of August 30, 2024.

The existence of financial and personal interests of one or more of TMT’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of TMT and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. In addition, TMT’s officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “Proposal No. 1 — The Business Combination Proposal — Interests of TMT’s Directors and Executive Officers in the Business Combination.”

Recommendation of the TMT Board

After careful consideration of the terms and conditions of the Business Combination Agreement, the TMT Board has determined that Business Combination and the transactions contemplated thereby are fair to and in the best interests of TMT and its shareholders. In reaching its decision with respect to the Business Combination, the TMT Board reviewed various industry and financial data and the due diligence and evaluation materials provided by Elong. The TMT Board recommends that TMT’s shareholders vote:

Conditions to Closing of the Business Combination

The Business Combination Agreement Business Combination Agreement provides that the obligations of the parties to consummate the Merger are conditioned on, among other things, (i) receipt of required consents and approvals from certain governmental authorities, including the CSRC pursuant to the Trial Administrative Measures of the Overseas Securities Offering and Listing by Domestic Companies, (ii) there being no agreement between Elong or TMT and any governmental authority pursuant to which Elong or TMT has agreed not to consummate the Business Combination, (iii) no governmental authority of competent jurisdiction having enacted or issued any law (whether temporary, preliminary or permanent), in each case that is in effect and which has the effect of restraining, enjoining or prohibiting the consummation of the transaction, (iv) TMT having at least $5,000,001 of net tangible assets as of the Closing, although, as described elsewhere, the parties are seeking approval of the holders of TMT Ordinary Shares at the extraordinary general meeting to remove the corresponding requirement from TMT’s M&A and expect to waive this condition to Closing, (v) that the Elong Class A Ordinary Shares have been approved for listing by Nasdaq, (vi) Elong, TMT and Merger Sub having each performed and complied in all material respects with the obligations, covenants and agreements required by the Business Combination Agreement to be performed or complied with by it at or prior to the Effective Time, (vii) customary bring down conditions related to the accuracy of the parties’ respective representations and warranties in the Business Combination Agreement having been satisfied, (viii) the registration statement filed by Elong with the SEC, of which the accompanying proxy statement/prospectus is a part, having become effective, and (ix) TMT shareholders’ approval of the proposals to be presented at the extraordinary general meeting having been obtained.

Comparison of Shareholder Rights

See the section of this proxy statement/prospectus entitled “Comparison of Corporate Governance and Shareholder Rights.”

Material U.S. Federal Income Tax Considerations

The parties to the Business Combination Agreement structured the Business Combination to qualify as a “reorganization” within the meaning of Section 368(a) of the Code. However, as discussed in further detail in the section titled “Material U.S. Federal Income Tax Considerations — U.S. Federal Income Tax Considerations of the Business Combination” there are significant legal uncertainties with respect to such qualification, and the U.S. Internal Revenue Service (the “IRS”) or a court could take a different position. Moreover, the qualification of the Business Combination as a reorganization will be based on facts which cannot be confirmed until the time of Closing or following the Closing. The Closing is not conditioned upon the receipt of an opinion of counsel that the Business Combination will qualify as a reorganization, and neither TMT nor Elong intends to request a ruling from the IRS regarding the U.S. federal income tax treatment of the Business Combination.

If the Business Combination qualifies as a “reorganization” within the meaning of Section 368(a) of the Code, U.S. Holders (as defined below) will generally not recognize gain or loss as a result of the Business Combination. If the Business Combination does not meet all of the requirements of Section 368(a) of the Code, U.S. Holders will generally not recognize gain or loss upon the exchange of their TMT Ordinary Shares for Elong Class A Ordinary Shares in the Business Combination if the Merger qualifies as part of an exchange described under Section 351 of the Code. The Merger should qualify as part of an exchange described in Section 351 of the Code. However, as discussed in further detail in the section titled “Material U.S. Federal Income Tax Considerations — U.S. Federal Income Tax Considerations of the Business Combination,” there is an absence of direct guidance as to how the provisions of Section 351 apply in this instance, and neither TMT nor Elong intends to request a ruling from the IRS regarding such U.S. federal income tax treatment.

Accordingly, complete assurance cannot be given that the Business Combination will qualify as a “reorganization” within the meaning of Section 368(a) of the Code or that the Merger will qualify as part of an exchange described in Section 351 of the Code, or that the IRS will not challenge either such treatment or that a court will not sustain a challenge by the IRS.

If the Business Combination does not qualify as a “reorganization” within the meaning of Section 368(a) of the Code, and the Merger does not qualify as part of an exchange described in Section 351 of the Code, a U.S. Holder of TMT Securities generally would recognize gain or loss in an amount equal to the difference, if any, between the fair market value of Elong Class A Ordinary Shares received by such U.S. Holder in the Business Combination over such U.S. Holder’s adjusted tax basis in the TMT Securities surrendered by such U.S. Holder in the Business Combination. For further detail, see the section titled “Material U.S. Federal Income Tax Considerations — U.S. Federal Income Tax Considerations of the Business Combination” of this proxy statement/prospectus.

Even if the Business Combination does qualify as a “reorganization” within the meaning of Section 368(a) of the Code or the Merger qualifies as part of an exchange described in Section 351 of the Code, U.S. Holders may be required to recognize gain on account of the application of the passive foreign investment company rules, as described in more detail below under “Material U.S. Federal Income Tax Considerations — Passive Foreign Investment Company Rules.”

U.S. Holders of TMT Securities should consult their advisors to determine the tax consequences to them based on their particular circumstances, including the tax consequences if the Business Combination does not qualify as a reorganization described in Section 368(a) of the Code or as part of an exchange described in Section 351 of the Code, and the application of the PFIC rules to their specific situation in connection with the Business Combination.

For a detailed discussion of the material U.S. federal income tax consequences of the Business Combination, the exercise of redemption rights in respect of TMT Ordinary Shares and the ownership and disposition of Elong Class A Ordinary Shares, please see the section titled “Material U.S. Federal Income Tax Considerations” of this proxy statement/prospectus.

Certain Material Cayman Islands Tax Considerations

For a description of certain material Cayman Islands tax consequences of the ownership and disposition of Elong Class A Ordinary Shares, please see the section titled “Certain Material Cayman Islands Tax Considerations” of this proxy statement/prospectus.

Anticipated Accounting Treatment

The Business Combination will be accounted for as a reverse recapitalization in accordance with U.S. GAAP. Under this method of accounting, TMT will be treated as the acquired company for financial reporting purposes. This determination was primarily based on Elong’s shareholders expecting to have a majority of the voting power of the combined company, Elong comprising the ongoing operations after the merger, Elong’s senior management comprising a majority of the governing body of the combined company, Elong’s senior management comprising the senior management of the combined company, and Elong nominating a majority of the members of the board of directors pursuant to the Business Combination Agreement. Accordingly, for accounting purposes, the Business Combination will be treated as the equivalent of Elong issuing share for the net assets of TMT, accompanied by a recapitalization. The net assets of TMT will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination will be those of Elong.

Emerging Growth Company Status

Elong qualifies as an “emerging growth company,” as defined in the JOBS Act. An emerging growth company may take advantage of specified reduced reporting and other requirements that are otherwise applicable generally to public companies. These provisions include, among other things:

Elong may take advantage of these provisions until the last day of the fiscal year following the fifth anniversary of the completion of this offering or such earlier time that Elong no longer qualify as an emerging growth company. Elong would cease to qualify as an emerging growth company upon the earliest of (a) the last day of the first fiscal year in which our annual gross revenue is $1.235 billion USD or more, (b) the date on which it has, during the previous rolling three-year period, issued more than $1.0 billion in non-convertible debt securities and (c) the last day of the fiscal year in which the market value of its ordinary shares held by non-affiliates exceeds US$700.0 million as of June 30^th of such fiscal year.

Under the JOBS Act, emerging growth companies also can delay adopting new or revised accounting standards until such time as those standards would otherwise apply to private companies. We currently intend to take advantage of this exemption.

Foreign Private Issuer Status

Elong qualifies as a “foreign private issuer” as defined under SEC rules. Even after Elong no longer qualifies as an emerging growth company, as long as Elong continues to qualify as a foreign private issuer under SEC rules, Elong will be exempt from certain SEC rules that are applicable to U.S. domestic public companies, including:

Notwithstanding these exemptions, Elong will be required to file with the SEC, within four months after the end of each fiscal year, or such applicable time as required by the SEC, an annual report on Form 20-F containing financial statements audited by an independent registered public accounting firm.

Elong may take advantage of these exemptions until such time as Elong is no longer a foreign private issuer. Elong would cease to be a foreign private issuer at such time as more than 50% of its outstanding voting securities are held by U.S. residents and any of the following three circumstances applies: (i) the majority of its executive officers or directors are U.S. citizens or residents, (ii) more than 50% of its assets are located in the United States or (iii) its business is administered principally in the United States.

Both foreign private issuers and emerging growth companies also are exempt from certain more stringent executive compensation disclosure rules. Thus, even if Elong no longer qualifies as an emerging growth company, but remains a foreign private issuer, Elong will continue to be exempt from the more stringent compensation disclosures required of companies that are neither an emerging growth company nor a foreign private issuer.

In addition, because Elong qualifies as a foreign private issuer under SEC rules, Elong is permitted to follow the corporate governance practices of the Cayman Islands (the jurisdiction in which Elong is organized) in lieu of certain Nasdaq corporate governance requirements that would otherwise be applicable to Elong.

If at any time Elong ceases to be a foreign private issuer, Elong will take all action necessary to comply with the SEC and Nasdaq Listing Rules, subject to any permitted “phase-in” period.

Implication of Being a Company with the Holding Company Structure

Elong and following the consummation of the Business Combination, New Elong is a Cayman Islands holding company with no substantive operations. While Elong does not use a variable interest entity structure, under this holding company structure, investors are purchasing equity interests in the Cayman Islands holding company and obtaining indirect ownership interests in the operating companies in the PRC. This holding company structure involves unique risks to investors and investors may never hold equity interests in operating companies in the PRC. While Elong does not operate in an industry that is currently subject to foreign ownership limitations in China, PRC regulatory authorities could decide to limit foreign ownership in its industry in the future, in which case there could be a risk that Elong would be unable to do business in China as it is currently structured. In such event, despite its efforts to restructure to comply with the then applicable PRC laws and regulations in order to continue its operations in China, Elong may experience material changes in its business and results of operations, its attempts may prove to be futile due to factors beyond its control, and the value of Elong Class A Ordinary Shares may significantly decline or become worthless. For more detailed information, see “Risk Factors — Risks Related to Doing Business in China — Uncertainties exist with respect to how the PRC Foreign Investment Law may impact the viability of our current corporate structure and operations.”

Cash and Asset Flows Through Organization

Dividend Distribution and Taxation: Elong has no plans to declare cash dividends in the near term, but as a holding company, Elong may rely on dividends from its subsidiaries for cash requirements, including any payment of dividends to its shareholders and neither Elong nor its subsidiaries has maintained cash management policies which dictate the purpose, amount and procedure of cash transfers between the entities. The ability of its subsidiaries to pay dividends to Elong, however, is subject to the debt they incur on their own behalf and/or laws and regulations applicable to them. The statutory reserve fund requires that annual appropriations of 10% of net after-tax income should be set aside prior to payment of any dividends, until the aggregate amount of such fund reaches 50% of their registered capital. In addition, the PRC EIT Law and its implementation rules provide that a withholding tax at a rate of 10% will be applicable to dividends payable by PRC companies to non-PRC-resident enterprises unless reduced under treaties or arrangements between the PRC government and the governments of other countries or regions where the non-PRC resident enterprises are tax resident. As of the date of this proxy statement/prospectus, Elong has not declared or paid any dividends or distributions on equity to its shareholders.

Foreign Exchange Regulation: Elong may make loans and additional capital contribution to its subsidiaries or branches, subject to certain requirements under the PRC laws. Elong has no plans to declare cash dividends in the near term, but as a holding company. In addition, Elong’s PRC subsidiaries generate their revenue primarily in Renminbi, and cash transfers from Elong’s PRC subsidiaries to their parent companies outside of PRC are subject to requirements under foreign exchange regulations. As a result, the funds and assets may not be available to fund operations or for other use outside of PRC due to failure to comply with such regulations in or the imposition of restrictions and limitations on the ability of Elong or its subsidiaries by the PRC government to transfer cash or assets. For more details, see “Risk Factors—Risks Related to Doing Business in China— PRC regulation of loans and direct investment by offshore holding companies to PRC entities may delay or prevent Elong from using the proceeds of offshore fund-raising activities, to make loans or additional capital contributions to PRC Entities, which could materially and adversely affect its liquidity and its ability to fund and expand its business.”, “Risk Factors—Risks Related to Doing Business in China — Elong may rely on dividends and other distributions on equity paid by PRC subsidiaries to fund any cash and financing requirements it may have, and any limitation on the ability of its PRC subsidiaries to make payments to Elong could have a material and adverse effect on its ability to conduct its business” and “Risk Factors—Risks Related to Doing Business in China — The requirements and legal procedures of currency conversion may limit the ability of Elong to utilize their revenues effectively and affect the value of your investment.”

Transfer of Cash: Subject to the applicable laws and regulations, cash may be transferred within the group in the following manner: (1) Elong may transfer funds to its subsidiaries, including the PRC Entities, by way of capital contributions, inter-group advances or loans; (2) Elong’s subsidiaries, including the PRC Entities, may make dividends or other distributions to Elong.

Regulatory Matters

The Business Combination and the transactions contemplated by the Business Combination Agreement are not subject to any federal or state regulatory requirement or approval, except for (1) the filings and registration with the Cayman Islands Registrar of Companies and the payment of the applicable fees under the Cayman Companies Act necessary to effectuate the Business Combination, and (2) the PRC regulatory permission for the Business Combination as more fully described in “Proposal No. 1: The Business Combination Proposal — Regulatory Matters.”

PRC Approvals of and the Filing Required for the Business Combination

Elong’s operations in PRC are governed by PRC laws and regulations, which may change quickly with little advance notice. The PRC government may exercise significant oversight and discretion over the conduct of Elong’s business, and may intervene in, influence, or exert control over Elong’s operations at any time. Elong is subject to the risks of uncertainty of any future actions of the PRC government including the risk that Elong inadvertently conclude that certain permissions or approvals discussed are not required, that applicable laws, regulations or interpretations change such that Elong is required to obtain approvals in the future, or that the PRC government could disallow its holding company structure, which would likely result in a material change in its operations, including its ability to continue the existing holding company structure, carry on its current business, accept foreign investments, and offer or continue to offer securities to investors. These adverse actions could cause the value of Elong Class A Ordinary Shares to significantly decline or become worthless. Elong may also be subject to penalties and sanctions imposed by the PRC regulatory agencies, including the CSRC, if Elong fails to comply with such rules and regulations, which would likely adversely affect the ability of its securities to be listed on a U.S. exchange, and would likely cause the value of Elong Class A Ordinary Shares to significantly decline or become worthless.

Recently, the PRC regulatory authorities have indicated an intent to exert more oversight and control over offerings that are conducted overseas and/or involve foreign investment in China-based issuers, and initiated a series of regulatory actions and made a number of public statements, including enforcement against illegal activities in the securities market, enhancing supervision over China-based companies listed overseas, adopting measures to extend the scope of cybersecurity reviews, and expanding efforts in anti-monopoly enforcement. Elong may be subject to the approval, filing or other requirements of the China Securities Regulatory Commission, or the CSRC, or other PRC regulatory authorities in connection with the Business Combination under current PRC laws, regulations and rules. As these statements and regulatory actions are relatively new and subject to change, uncertainties remain as to how quickly the legislative or administrative regulation making bodies in PRC will respond, or what existing or new laws or regulations will be amended or promulgated, if any, or the potential impact such amended or new legislation will have on Elong’s daily business operations or Elong’s ability to accept foreign investments and list on a U.S. stock exchange.

As of the date of this proxy statement/prospectus, (i) Elong does not believe that it is directly subject to the cybersecurity review of the Cyberspace Administration of China, or the CAC in connection with the Business Combination under current PRC laws, regulations and rules at this stage as Elong has not processed, and does not anticipate to process in the foreseeable future, personal information of more than one million users or persons and the data Elong handles in its business operations, either by its nature or in scale, does not normally trigger significant concerns over PRC national security; and (ii) Elong has completed the filing procedures in connection with the Business Combination under the Overseas Listing Trial Measures on June 17, 2024 and CSRC published the notification on Elong’s completion of the required filing procedures on the same date on its official website. As of the date of this proxy statement/prospectus, Elong has not been denied for or failed to complete any permissions, approvals or filings required from PRC authorities for the Business Combination. Therefore, Elong believes that it has received all requisite permissions from and completed all filings with PRC authorities in connection with the Business Combination explicitly required under current PRC laws, regulations and rules. However, given (i) the uncertainties of interpretation and implementation of relevant laws and regulations and the enforcement practice by relevant government authorities, (ii) the PRC government has significant oversight and control over the conduct of Elong’s business and may intervene in, influence, or exert control over Elong’s operations at any time, and (iii) the rapid evolvement of PRC laws, regulations, and rules which may be preceded with little advance notice, Elong cannot assure you that new rules or regulations promulgated in the future will not impose any additional requirement on Elong and New Elong following the consummation of the Business Combination or otherwise tightens the regulations on overseas listing of PRC domestic companies.

For more detailed information, see “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,”, “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 “Risk Factors — Risks Related to Doing Business in China —  The approval of and the filing with CAC or other PRC government authorities may be required in connection with Elong’s and following the consummation of the Business Combination, New Elong’s capital raising activities under PRC laws, and, if required, Elong and New Elong following the consummation of the Business Combination cannot predict whether it will be able or how long it will take to obtain such approval or complete such filing.”

Permissions or Approval Required from the PRC Authorities for Elong’s Operations

Elong conducts its business primarily through its PRC subsidiaries in China. Elong’s operations in China are governed by PRC laws and regulations. As of the date of this proxy statement/prospectus, except as disclosed in this proxy statement/prospectus, Elong’s PRC subsidiaries have obtained and have not been denied for the requisite licenses and permits from the PRC authorities that are required for their business operations in China.

However, given the uncertainties of interpretation and implementation of relevant laws and regulations and the enforcement practice by relevant government authorities, Elong may be required to obtain additional licenses, permits, filings or approvals for its business operations in the future. If (i) Elong or its subsidiaries do not receive or maintain any permission or approval required of Elong or its subsidiaries, (ii) Elong or its subsidiaries inadvertently concluded that certain permissions or approvals have been acquired or are not required, or (iii) applicable laws, regulations, or interpretations thereof change, and Elong or its subsidiaries become subject to the requirement of additional permissions or approvals in the future, we may have to expend significant time and costs to procure them. If Elong is unable to do so, in a timely manner or otherwise, Elong may become subject to sanctions imposed by the PRC regulatory authorities, which could include fines, penalties, and proceedings against Elong, and other forms of sanctions, and Elong’s ability to conduct its business, invest in mainland China as foreign investments or accept foreign investments, or list on a U.S. or other overseas exchange may be restricted, and Elong’s business, reputation, financial condition, and results of operations may be materially and adversely affected, and the value of Elong Class A Ordinary Shares could significantly decline or become worthless.

Summary Risk Factors

The Business Combination, TMT and Elong are subject to numerous risks and uncertainties. You should carefully consider these and the other risks set forth in the section entitled “Risk Factors” of this proxy statement/prospectus. Such risks include, but are not limited to:

Risks Related to Elong After the Business Combination

Risks Related to Elong’s Intellectual Property

Risks Related to Doing Business in China

Elong and New Elong following the Business Combination face various legal and operational risks and uncertainties related to being based in and having substantially all operations in China, and therefore are subject to risks associated with doing business in China generally. Risks and uncertainties related to doing business in China could result in a material adverse change in the operations of Elong and New Elong following the Business Combination, significantly limit or completely hinder the ability of Elong and New Elong following the Business Combination to consummate the Business Combination, or continue to offer New Elong’s securities to investors following the Business Combination, and cause the value of New Elong’s securities to significantly decline or become worthless. Such risks and uncertainties include, but not limited to, the following:

Risks Related to TMT Business and the Business Combination

SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following summary unaudited pro forma condensed combined financial information of Elong and TMT, gives effect to the transactions contemplated by the Business Combination and related transactions. The following unaudited pro forma condensed combined financial information has been prepared in accordance with SEC rules and regulations.

The summary unaudited pro forma condensed combined financial statements are based on the Elong historical financial statements and TMT historical financial statements as adjusted to give effect to the Business Combination and related transactions. The summary unaudited pro forma condensed combined balance sheet gives pro forma effect to the Business Combination and related transactions as if they had been consummated on December 31, 2023. The summary unaudited pro forma condensed combined statement of operations for the year ended December 31, 2023 gives effect to the Business Combination and related transactions as if they had occurred on January 1, 2023, the beginning of the earliest period presented.

The summary unaudited pro forma condensed combined financial information has been derived from, and should be read in conjunction with, the more detailed unaudited pro forma condensed combined financial information included in the section titled “Unaudited Pro Forma Condensed Combined Financial Information” in this proxy statement/prospectus and the accompanying notes thereto. The unaudited pro forma condensed combined financial information is based upon, and should be read in conjunction with, the historical financial statements and related notes of Elong and TMT for the applicable periods included in this proxy statement/prospectus. The summary unaudited pro forma condensed combined financial information has been presented for informational purposes only and is not necessarily indicative of what the combined company’s financial position or results of operations actually would have been had the Business Combination and related transactions been completed as of the dates indicated. In addition, the summary unaudited pro forma condensed combined financial information does not purport to project the future financial position or operating results of the combined company’s following the Business Combination and related transactions.

The unaudited pro forma condensed combined financial information has been prepared assuming (1) a trust account balance of $63,460,478, the balance of the trust account as of December 31, 2023, and (2) three alternative levels of redemption into cash of the TMT Ordinary Shares:

COMPARATIVE PER SHARE DATA

The following table sets forth the historical comparative per share information for Elong and TMT on a stand-alone basis and the unaudited pro forma combined comparative per share information, after giving effect to the Business Combination, using the assumptions below, in each case for the year ended December 31, 2023:

In each scenario, the unaudited pro forma combined comparative per share data give effect to the Business Combination as if it occurred on January 1, 2023.

You should read the historical information in the following table in conjunction with the historical financial statements of Elong and TMT and related notes thereto that are included elsewhere in this proxy statement/prospectus. The unaudited pro forma combined comparative per share information is derived from, and should be read in conjunction with, the unaudited pro forma condensed combined financial statements and related notes thereto that are included elsewhere in this proxy statement/prospectus. See “Unaudited Pro Forma Condensed Combined Financial Information.”

The unaudited pro forma combined loss per share information below does not purport to represent the loss per share which would have occurred had the companies been combined during the periods presented, nor the loss per share for any future date or period. The unaudited pro forma combined book value per share information below does not purport to represent what the book value of Elong and TMT would have been had Elong and TMT consummated a business combination during the periods presented.

TICKER SYMBOLS AND DIVIDEND INFORMATION

TMT

Market Information

TMT Ordinary Shares, TMT Units and TMT Rights are each traded on the Nasdaq Global Market under the symbols “TMTC,” “TMTCU” and “TMTCR,” respectively. The closing prices of the TMT Ordinary Shares, TMT Units and TMT Rights, on December 1, 2023, the last trading day before announcement of the execution of the Business Combination Agreement, were 10.52, $11.00, and $0.2401, respectively. As of August 30, 2024, the closing price for TMT Ordinary Shares, TMT Units and TMT Rights were $11.11, $11.22 and $0.32, respectively.

Holders of Ordinary Shares

On August 30, 2024, after taking into account redemptions in connection with the Extension Amendment, there were two holders of record of TMT Units, four holders of record of TMT Ordinary Shares, and two holders of record of TMT Rights.

Elong

Market Information

Elong Ordinary Shares are privately held and are not currently quoted or traded on any exchange.

Holders of Ordinary Shares

As of August 30, 2024, without giving effect to Elong Reverse Share Split or the exercise of the Elong Warrants, there were 6,845,290 Elong Class A Ordinary Shares issued and outstanding and 16,538,142 Elong Class B Ordinary Shares issued and outstanding and approximately five holders of record of Elong Ordinary Shares.

Dividends

TMT has not paid any cash dividends on the TMT Ordinary Shares to date and does not intend to pay cash or other dividends prior to the completion of the Business Combination. Elong also has not paid any cash or other dividends to date. After the Business Combination, the payment of cash dividends will be dependent upon Elong’s revenues and earnings, if any, capital requirements, regulatory restrictions, restrictions imposed by any debt obligations and general financial condition. The payment of any dividends subsequent to the Business Combination will be within the discretion of Elong’s board of directors. Elong intends to retain future earnings, if any, to finance the expansion of its business. Elong does not anticipate paying any cash dividends in the foreseeable future.

RISK FACTORS

You should carefully consider all the following risk factors, together with all of the other information in this proxy statement/prospectus, including the financial information, before deciding how to vote or instruct your vote to be cast to approve the Proposals described in this proxy statement/prospectus.

The value of your investment following the completion of the Business Combination will be subject to significant risks affecting, among other things, Elong’s and TMT’s business, financial condition and results of operations. If any of the events described below occur, Elong’s post-Business Combination business and financial results could be adversely affected in material respects. This could result in a decline, which may be significant, in the trading price of Elong’s securities and you therefore may lose all or part of your investment. Although the risk factors described below are not necessarily exhaustive and you are encouraged to perform your own investigation with respect to the businesses of Elong and TMT, the following risks include the material factors that make an investment in New Elong speculative or risky.

Unless otherwise indicated, references in this section to Elong refer to Elong prior to the Business Combination and New Elong following consummation of the Business Combination.

Risks Related to Elong After the Business Combination

Our future growth depends upon the willingness of commercial-vehicle and specialty-vehicle operators and consumers to adopt electric vehicles.

Our growth is highly dependent upon the adoption of electric vehicles by commercial-vehicle and specialty-vehicle operators and consumers. If the markets for electric vehicles in the PRC do not develop as we expect or develop more slowly than we expect, our business, prospects, financial condition and operating results will be harmed, because demand for our products and services will not increase as expected or may even be reduced.

It may be difficult to evaluate our business prospects, and we may not be successful in expanding our operations or managing our growth.

Investors should comprehensively consider our business and prospects in light of the risks and challenges we face in our industry as a new entrant, including but not limited to our ability to:

Certain components of our batteries pose safety risks that may cause accidents, which could lead to liability to us, cause delays in manufacturing of our products and/or adversely affect market acceptance.

Our battery systems contain Lithium-ion cells, which have been used for years in laptops and cell phones. On rare occasions, Lithium-ion cells can rapidly release the energy they contain by venting smoke and flames in a manner that can ignite nearby materials. Highly publicized incidents of laptop computers and cell phones bursting into flames have focused consumer attention on the safety of these cells. Moreover, there have been numerous widely publicized reports of electric buses bursting into flames, particularly in the PRC. The events have also raised questions about the suitability of these Lithium-ion cells for automotive applications. Any failure of a competitor’s battery system, especially those that use a high volume of cells similar to ours, may cause indirect adverse publicity for us. Such adverse publicity could negatively affect our brand and harm our business, prospects, financial condition and operating results. If one of our battery systems fails, the adverse effect would be magnified.

We have incurred significant losses and we may continue to experience losses in the future.

We incurred net losses of $9.8 million and $7.4 million in 2022 and 2023, respectively. We believe that we will continue to incur operating and net losses each quarter until at least the time we begin significant production of our higher energy cell products, which is not expected to occur until 2024 and may occur later.

We cannot assure you that we will be able to generate profits or positive cash flow from operating activities in the future. Our ability to achieve profitability depends in large part on our ability to manage our costs and expenses. We intend to manage and control our costs and expenses as a proportion of our total revenues, but there can be no assurance that we will achieve this goal. We may experience losses in the future due to our continued investments in technology, talent, content and other initiatives. In addition, our ability to achieve and sustain profitability is affected by various factors, some of which are beyond our control, such as changes in macroeconomic and regulatory environment or competitive dynamics in the industry. Accordingly, you should not rely on our financial results of any prior period as an indication of our future performance.

The unavailability, reduction or elimination of, or uncertainty regarding, government and economic incentives or subsidies available to end-users and original equipment manufacturers in the PRC and abroad could have a material adverse effect on our business, financial condition, operating results and prospects.

Currently, government programs in the PRC and in Europe favor the purchase of electric vehicles, including through disincentives that discourage the use of gasoline-powered vehicles. If such government programs are reduced or eliminated, or the available benefits thereunder are exhausted earlier than anticipated, demand for electric vehicles may decrease and our sales of electric battery products could be adversely affected. In addition, customers may delay taking delivery of our battery products if they believe that certain electric vehicle incentives will be available at a later date, which may adversely affect our business, financial condition, operating results and prospects.

We are exposed to risks relating to price fluctuations of raw materials.

Prices of raw materials have a significant impact on our cost of sales. In 2022 and 2023, costs of raw materials accounted for 46% and 38% of the production cost for the respective periods. The current or expected supply of our key raw materials may fluctuate depending on a number of factors beyond our control, including but not limited to the availability of resources in the raw materials market, market demand, potential speculation, market disruptions, natural disasters and other factors. We may not be able to obtain stable, high-quality raw materials at reasonable prices at all times. Raw materials for our products primarily include cathode materials, anode materials, separators and electrolyte solutions.

We may fail to recover our trade and bills receivables in a timely manner, which may affect our financial condition and results of operations.

As of December 31, 2022 and 2023, our notes and accounts receivables amounted to approximately $6.2 million and $3.0 million, respectively. We recorded a total balance of bad debt provision for doubtful accounts and credits losses of accounts receivable of $1.9 million and $2.0 million as of December 31, 2022 and 2023, respectively. There can be no assurance that we will be able to maintain our accounts receivable turnover days at a reasonable level. Should the credit worthiness of our customers deteriorate, or should a significant number of our customers fail to settle their trade and bills receivables in full for any reason, we may continue to incur impairment losses in the future and our results of operations and financial position could be materially and adversely affected. In addition, there may be a risk of delay in payment by our customers within their respective credit period, which in turn may also result in an impairment loss provision. There is no assurance that we will be able to fully recover our accounts receivable from the customers or that they will settle our accounts receivable in a timely manner. In the event that settlements from customers are not made on a timely manner, or at all, our financial condition and results of operations may be materially and adversely affected.

In connection with the audit of our consolidated financial statements as of and for the years ended December 31, 2022 and 2021, we and our independent registered public accounting firm identified three material weaknesses in our internal controls over financial reporting. If we fail to develop and maintain an effective system of internal controls over financial reporting, we may be unable to accurately report our financial results or prevent fraud, and investor confidence and the market price of the common stock may be adversely impacted.

Prior to the Business Combination, Elong was a private company with limited accounting and financial reporting personnel and other resources with which to address its internal control over financial reporting. In the course of auditing our consolidated financial statements as of and for the years ended December 31, 2022 and 2021 in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”) and auditing standards generally accepted in the United States of America, Elong and its independent registered public accounting firm identified three material weaknesses and other control deficiencies in its internal control over financial reporting. As defined in the standards established by PCAOB, a “material weakness” is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis.

The three material weaknesses that have been identified relate to (1) lack of an experienced accounting team and a qualified SEC reporting specialist to deal with complex accounting treatments and draft SEC filing documents; (2) a lack of controls for the IT environment; (3) a lack of controls for the inventories in third-party after-sales warehouses. These material weaknesses, if not timely remedied, may lead to significant misstatements in our consolidated financial statements in the future. In the future, we may identify additional material weaknesses. In addition, if our independent registered public accounting firm attests to, and reports on, the management assessment of the effectiveness of our internal controls, our independent registered public accounting firm may disagree with our management’s assessment of the effectiveness of our internal controls.

We may be unable to meet our future capital requirements, which could limit our ability to grow and have a material adverse effect on our financial position and the results of operations.

The development, design, manufacture and sale of batteries is a capital-intensive business, which we currently finance through various types of financings. As a result of the capital-intensive nature of our business, we expect to sustain substantial operating expenses without generating sufficient revenues to cover expenditures for a number of years. Over time, we expect that we will need to raise additional funds, including through entry into joint venture arrangements, through the issuance of equity, equity-related or debt securities or through obtaining credit from financial institutions to fund, together with our principal sources of liquidity, ongoing costs such as R&D relating to our batteries, acquisition or expansion of facilities, any significant unplanned or accelerated expenses, and new strategic investments. We cannot be certain that additional capital will be available on attractive terms, if at all, when needed, which could be dilutive to shareholders, and our financial condition, results of operations, business and prospects could be materially and adversely affected.

The demand for batteries in transportation and other markets depends on the attractiveness of fossil fuel alternatives. Extended periods of low oil prices could adversely affect demand for electric and hybrid electric vehicles.

Lower oil prices over extended periods of time may lower the perception in government and the private sector that cheaper, more readily available energy alternatives should be developed and produced and governments may eliminate or modify regulations or economic incentives related to fuel efficiency and alternate forms of energy. If oil prices remain at deflated levels for extended periods of time, the demand for hybrid and electric vehicles may decrease and the demand for our batteries could be reduced, which would have a material adverse effect on our business.

In addition, alternatives to gasoline, such as compressed natural gas and biofuels, could impact the demand for electric vehicles if the distribution and costs of these alternative fuels become more attractive through innovation. Biodiesel for trucks and specialty vehicles could become more commonplace, which would directly compete with our bus and specialty vehicle batteries, which may result in decreased demand for our product.

We may not be able to maintain our competitive position due to competition from other battery manufacturers, many of which have significantly greater resources.

The market for batteries used in electric vehicles and light electric vehicles is intensely competitive and is characterized by frequent technological changes and evolving industry standards. We expect competition to become more intense. Increased competition may result in a decline in average selling prices, causing a decrease in gross profit margins. We have faced and will continue to face competition from other manufacturers of Li-ion batteries, as well as from companies engaged in the development of batteries incorporating new technologies. Other major manufacturers of high-power lithium batteries currently include Panasonic, Samsung SDI, BYD, CATL, Tianjin Lishen, Boston-Power, Wanxiang Group, Amperex Technology and LG Chem. In addition, we expect vehicle manufacturers will enter the markets for our products and become our competitors. Potential customers may choose to do business with established vehicle manufacturers, because of their perception that vehicle manufacturers are more stable and have the greater manufacturing capacity and capability to adapt battery products to their vehicles.

Many of these competitors have greater financial, personnel, technical, manufacturing, marketing, sales and other resources than we do. As a result, these competitors may be in a stronger position to respond quickly to market opportunities, new or emerging technologies and evolving industry standards. Many of our competitors are developing a variety of battery technologies, such as lithium polymer, silicon anode and solid-state batteries, which are expected to compete with our existing product lines. Other companies undertaking R&D activities of solid-polymer Li-ion batteries have developed prototypes and are constructing commercial-scale manufacturing facilities. It is possible that our competitors will be able to introduce new products with more desirable features than ours and their new products will gain market acceptance. If our competitors successfully do so, we may not be able to maintain our competitive position and our future success would be materially and adversely affected.

If we are unable to anticipate customer preferences and successfully develop attractive products, it could negatively impact our revenue and profitability.

Our success depends on our ability to identify and originate product trends as well as to anticipate and react to changing customer demands in a timely manner. If we are unable to introduce new products or novel technologies in a timely manner or our new products or technologies are not accepted by customers, our competitors may introduce more attractive products, which could hurt our competitive position. Our new products might not receive customer acceptance if customer preferences shift to other products, and our future success depends in part on our ability to anticipate and respond to these changes. Failure to anticipate and respond in a timely manner to changing customer preferences could lead to, among other things, lower revenue and excess inventory levels.

As we continually seek to enhance our products, we may incur additional costs to incorporate new or revised features. We might not be able to, or determine that it is not in our interests to, raise prices to compensate for these additional costs.

Developments in alternative technology may adversely affect the demand for our battery products.

Significant developments in alternative technologies, such as fuel cell technology, advanced diesel, ethanol or natural gas, or breathing batteries, may materially and adversely affect our business, prospects, financial condition and operating results in ways that we may not currently anticipate. Existing and other battery technologies, fuels or sources of energy may emerge as customers’ preferred alternatives to our battery products. Any failure on our part to develop new or enhanced technologies or processes, or to react to changes in existing technologies, could materially delay our development and introduction of new and enhanced alternative products, which could result in decreased revenue and a loss of market share to our competitors.

Our R&D efforts may not be sufficient to adapt to changes in alternative fuel and electric vehicle technology. As technologies evolve, we plan to upgrade or adapt our energy solutions with the latest technology, in particular lighter weight modules and packs, advanced cooling methods and advanced battery chemistry, which may also negatively impact the adoption of our other products. However, we may not compete effectively with alternative systems if we are not able to source and integrate the latest technology into our battery products.

We mainly manufacture and market lithium-based battery systems. If a viable substitute product or chemistry to lithium-based battery systems emerges and gains market acceptance, our business, financial condition and results of operations will be materially and adversely affected. Furthermore, our failure to keep up with rapid technological changes and evolving industry standards within the lithium-based battery market may cause our products to become obsolete and less marketable, resulting in loss of market share to our competitors.

We mainly manufacture and market lithium-based battery systems. As we believe that the market for lithium-based batteries has good growth potential, we have focused our R&D activities on exploring new lithium chemistries and formulas to enhance our product quality and features while reducing cost. Some of our competitors are conducting R&D on alternative battery technologies, such as fuel cells and supercapacitors, and academic studies are ongoing as to the viability of sulfur and aluminum-based battery technologies. If any viable substitute products emerge and gain market acceptance because they have more enhanced features, more power, more attractive pricing or better reliability, the market demand for our products may decrease, and accordingly our business, financial condition and results of operations would be materially and adversely affected.

The battery efficiency of electric vehicles declines over time, which may negatively influence potential customers’ decisions on whether to purchase an electric vehicle.

Over time, vehicles using our battery systems will see performance decline as the battery decays, particularly in the driving range. If this fact is viewed unfavorably by potential customers of electric vehicles built using our battery system, it could negatively impact our sales.

Our future depends on the needs and success of our customers, as well as the demand for our customers’ products or services.

The demand for our battery products will ultimately depend on our end-market users. Decisions to purchase our battery packs and modules may depend on the performance of the industries of our customers and if demand for output in those industries decreases, then the demand for our products may decrease as well. Demand in these industries is impacted by numerous factors, including, but not limited to, commodity prices, infrastructure spending, consumer spending, customer fleet replacement schedules, travel restrictions, fuel costs, energy demands, municipal spending and government mandates and incentives. Increases or decreases in these variables may significantly impact the demand for our products. If we are unable to predict demand accurately, we may be unable to meet our customers’ needs, resulting in the loss of potential sales, or we may produce excess products, resulting in increased inventories and overcapacity in our production facilities, increasing our unit production cost and decreasing our operating margins.

We may incur significant costs because of the warranties we supply with our products and services.

With respect to our battery products, we typically offer warranties against any defects due to product malfunction or workmanship for a period of one to eight years from the date of purchase.

If we cannot continue to develop and commercialize new products in a timely manner, and at favorable margins, we may not be able to compete effectively. Even if we are able to develop new products, a change in our product, customer or geographic mix may cause our results of operations to differ substantially from our anticipated results in any particular period.

The battery industry has seen fast-paced innovation in product life, product design and technology application. We and our competitors have made, and continue to make, investments in R&D with the goal of further innovation. The successful development and introduction of new products face the uncertainty of customer acceptance and reaction from competitors, which could materially affect the sales of our existing products. In addition, our ability to develop new products and to sustain existing products is affected by whether we can:

The failure to develop and launch new products successfully could hinder the growth of our business and any delay in the development or launch of a new product could also compromise our competitive position. If competitors introduce new or enhanced products that significantly outperform ours, or if they develop or apply manufacturing technology that permits them to manufacture at a significantly lower cost relative to ours, we may be unable to compete successfully in the market segments affected by these changes.

Even if we are able to develop new products, our manufacturing capability may not be equipped to engage in high-volume manufacturing of such new products and our ability to commercialize these new products may be hindered. We may be required to invest in upgrades or modifications to our existing manufacturing processes and our technical personnel may be required to expend significant time and resources in order to enable our existing manufacturing lines to produce our new products. Any such requirement to make such upgrades or modifications may be costly and affect our ability to commercialize any new products, which may adversely affect our business, financial condition, operating results and prospects.

Additionally, our overall profitability may not meet expectations if our products, customers or geographic mix are substantially different than anticipated. We also may not effectively transition the design and technology of our components to achieve acceptable manufacturing yields using the technologies necessary to satisfy our customers’ product needs, or we may encounter quality problems with the battery systems we manufacture. If we are unable to timely and cost-effectively develop components with leading technology and overall quality, our ability to sell our battery systems may be significantly diminished, which could materially and adversely affect our business and financial results.

In addition, as a result of our vertical integration of components manufacturing, we make more capital investments and carry a higher percentage of fixed costs than we would if we were not vertically integrated. If our overall level of manufacturing decreases for any reason, and we are unable to reduce our fixed costs to match sales, our components manufacturing assets may face under-utilization that may impact our operating results. We are therefore subject to additional risks related to overall asset utilization, including the need to operate at high levels of utilization to drive competitive costs and the need for assured supply of components that we do not manufacture ourselves. In addition, as a result of adverse labor rates or availability, we may be required to increase investments in automation, which may cause our capital expenditures to increase. If we do not adequately address the challenges related to our components manufacturing operations, our ongoing operations could be disrupted, resulting in a decrease in our revenue or profit margins and negatively impacting our operating results.

We may experience significant delays in the design, production and launch of our new products, which could harm our business, prospects, financial condition and operating results.

Our R&D team is continually looking to improve our battery systems. Any delay in the financing, design, production and launch of our new products could materially damage our brand, business, prospects, financial condition and operating results. There are often delays in the design, production and commercial release of new products, and to the extent, we delay the launch of the items identified above, our growth prospects could be adversely affected as we may fail to grow our market share, to keep up with competing products or to satisfy customers’ demands or needs.

Our failure to cost-effectively manufacture our batteries in quantities which satisfy our customers’ demand and product specifications and their expectations for product quality and reliable delivery could damage our customer relationships and result in significant lost business opportunities for us.

We manufacture our products rather than relying upon third-party outsourcing. To be successful, we must cost-effectively manufacture commercial quantities of our complex batteries that meet our customer specifications for quality and timely delivery. To facilitate the commercialization of our products, we will need to further reduce our manufacturing costs, which we intend to do by improving our manufacturing and development operations. We depend on the performance of our manufacturing operations to manufacture and deliver our products to our customers. If we are unable to manufacture products in commercial quantities on a timely and cost-effective basis, we could lose our customers and be unable to attract future customers.

We may not be able to accurately plan our manufacturing based on our sales contracts, which may result in excess product inventory or product shortages.

We typically have a short delivery window to deliver goods to our customers once an order has been placed. To meet short delivery deadlines, we generally decide on our manufacturing level and timing, procurement, facility requirements, personnel needs and other resource requirements based on an estimate taking into account forecasted demand, our past dealings with such customers, market conditions and other relevant factors. Our customers’ final purchase orders may not be consistent with our estimates. If the final purchase orders substantially differ from our estimates, we may have excess product inventory or product shortages. Excess product inventory could result in unprofitable sales or write-offs as our products are susceptible to obsolescence and price declines. Producing additional products to make up for any product shortages within a short time frame may be difficult, making us unable to fulfill the purchase orders. In either case, our results of operation may be adversely affected.

We rely on complex machinery for our operations and our production involves a degree of risk and uncertainty in terms of operational performance and costs.

Our manufacturing facilities require large-scale machinery. Such machinery suffers unexpected malfunctions from time to time and will require repairs and spare parts to resume operations, which may not be available when needed. Unexpected malfunctions of our production equipment may significantly affect the intended operational efficiency. While the manufacturing equipment field is maturing there are still significant changes and improvements occurring with respect to manufacturing devices. Such changes pose a risk that our manufacturing line will become outdated faster than anticipated. Expenses to upgrade equipment to more cutting-edge designs may be necessary, raising costs.

Our battery packs rely on software and hardware that are highly technical, and if these systems contain errors, bugs or vulnerabilities, or if we are unsuccessful in addressing or mitigating technical limitations in our systems, our business could be adversely affected.

Our products rely on software and hardware, including software and hardware developed or maintained internally or by third parties, that are highly technical and complex and will require modification and updates over the life of a battery pack. In addition, certain of our products depend on the ability of such software and hardware to store, retrieve, process and manage immense amounts of data. Our software and hardware may contain errors, bugs or vulnerabilities, and our systems are subject to certain technical limitations that may compromise our ability to meet the objectives. Some errors, bugs or vulnerabilities inherently may be difficult to detect and may only be discovered after the code has been released for external or internal use. Errors, bugs, vulnerabilities, design defects or technical limitations may be found within our software and hardware. Although we attempt to remedy any issues that we observe in our products as effectively and rapidly as possible, such efforts may not be timely, may hamper production or may not be to the satisfaction of our customers. If we are unable to prevent or effectively remedy errors, bugs, vulnerabilities or defects in our software and hardware, we may suffer damage to our brand, loss of customers, loss of revenue or liability for damages, any of which could adversely affect our business and financial results.

We purchase certain key raw materials and components from third parties, and we may not be able to secure our supply of key raw materials in a stable and timely manner.

We currently purchase certain key raw materials needed for our products from third parties. Despite that we make strategic arrangements with major suppliers of raw materials to primarily lock the quantity of our key raw materials in advance to ensure the stable supplies of key raw materials, our current suppliers may be unable to satisfy our future requirements of quality and quantity of raw materials on a timely basis. If our current suppliers are unable to satisfy our long-term requirements on a timely basis, we may be required to seek alternative sources for necessary materials and components produce the raw materials or components in-house or redesign our proposed products to manufacture available substitutes at reasonable cost. If we fail to do so, it will result in a significant delay in our manufacturing and delivery of our products, which may result in liabilities of damages and damage to our reputation, and will adversely and materially affect our business, results of operations and financial condition.

If rising prices or reduced availability of raw materials continues to persist, our business and results of operations may be adversely affected.

Pricing and availability of raw materials for use in our business can be volatile due to numerous factors beyond our control, including general, domestic, and international economic conditions, labor costs, production levels, competition, consumer demand, import duties, and tariffs, inflation and currency exchange rates. This volatility can significantly affect the availability and cost of raw materials, and may therefore have a material adverse effect on our business, results of operations, and

To the extent we enter into strategic relationships, we will be dependent upon our partners.

Some of our products are not intended for direct sale to end-users and our business may require us to enter into strategic relationships with manufacturers of other power industry equipment that use batteries and other energy storage devices as important components of their finished products. The agreements governing any future strategic relationships may not provide us with control over the strategic relationship activities and our future partners, if any, could retain the right to terminate the strategic relationship at their option. Our future partners will have significant discretion in determining the efforts and level of resources that they dedicate to our products and may be unwilling or unable to fulfill their obligations to us. In addition, our future partners may develop and commercialize, either alone or with others, products that are similar to or competitive with the products that we intend to produce.

Any failure to offer high-quality technical support services may adversely affect our relationships with our customers and harm our financial results.

Our customers depend on our support organization to resolve any technical issues relating to our products. In addition, our sales process is highly dependent on the quality of our products, our business reputation and on strong recommendations from our existing customers. Any failure to maintain high-quality and highly-responsive technical support, or a market perception that we do not maintain high-quality and highly-responsive support, could harm our reputation, adversely affect our ability to sell our products to existing and prospective customers and harm our business, operating results and financial condition.

We offer technical support services with our products and may be unable to respond quickly enough to accommodate short-term increases in demand for support services, particularly as we increase the size of our customer base. We also may be unable to modify the format of our support services to compete with changes in support services provided by competitors. It is difficult to predict demand for technical support services and if demand increases significantly, we may be unable to provide satisfactory support services to our customers. Additionally, increased demand for these services, without corresponding revenue, could increase costs and adversely affect our results of operations.

Under certain circumstances, our customers can cancel or terminate their contracts.

We have ongoing arrangements with our customers and target customers. Some of these arrangements are evidenced by non-binding letters of intent and memoranda of understanding, early-stage agreements that are used for design and development purposes but will require renegotiation at later stages of development or production or master agreements that have yet to be implemented under separately negotiated statements of work, each of which could be terminated or may not materialize into next-stage contracts or long-term contract partnership arrangements. If these arrangements are terminated or if we are unable to enter into next-stage contracts or long-term operational contracts, our business, prospects, financial condition and operating results may be materially adversely affected.

Our lengthy and variable sales cycle makes it difficult for us to accurately forecast our revenue and other operating results. As a result, we expect our results of the operation to fluctuate on a quarterly and annual basis, which could cause our share price to fluctuate or decline.

The sales cycle for our products is lengthy, beginning from initial contact with a prospective customer to routine commercial utilization of our products, which makes it difficult for us to accurately forecast our revenue in a given period, and may cause our revenue and operating results to vary significantly from period to period. Some potential customers of our products typically need to commit significant time and resources in evaluating the technology used in our products and their decision to purchase our products may be further limited by budgetary constraints, lack of funding and numerous rounds of internal review and approval, which are beyond our control. We spend substantial time and effort assisting potential customers in evaluating our products, including providing demonstrations and validation. Even after initial approval by appropriate decision-makers, the negotiation and documentation processes for the actual adoption of our products can be lengthy. As a result of these factors, based on our experience to date, our sales cycle has varied and can sometimes be four years or longer. In addition, the revenue generated from sales of our products may fluctuate from time to time due to market and general economic conditions. As a result, our financial results may fluctuate on a quarterly basis which may adversely affect the price of our stock.

We experience fluctuations in quarterly and annual operating results.

Our quarterly and annual operating results have fluctuated in the past and likely will fluctuate in the future. The demand for our products is driven largely by the demand for the end-product applications that are powered by our products. Accordingly, the battery industry is affected by market conditions that are often outside our control. Our results of operations may fluctuate significantly from period to period due to a number of factors, including general economic, industry and market conditions, capacity ramp up by competitors, industrywide technological changes, the loss of a key customer and the postponement, rescheduling or cancellation of large orders by a key customer. As a result of these factors and other risks discussed in this section, year-over-year comparisons should not be relied upon to predict our future performance.

Our working capital requirements involve estimates based on the demand expectations of our customers and may decrease or increase beyond those currently anticipated, which could adversely impact our operating results and financial condition.

In order to fulfill the product delivery requirements of our customers, we plan for working capital needs in advance of customer orders. As a result, we base our funding and inventory decisions on estimates of future demand. If demand for our products does not increase as quickly as we have estimated or drops off sharply, our inventory and expenses could rise, and our business and operating results could suffer. Alternatively, if we experience sales in excess of our estimates, our working capital needs may be higher than those currently anticipated. Our ability to meet this excess customer demand depends on our ability to arrange for additional financing for any ongoing working capital shortages since it is likely that cash flow from sales will lag behind these investment requirements.

The success of our business depends on our ability to attract, train and retain highly-skilled employees and key personnel.

As a result of the highly specialized, technical nature of our business, we must attract, train and retain a sizable workforce comprising highly-skilled employees and other key personnel. Since our industry is characterized by high demand and intense competition for talent, we may have to pay higher salaries and wages and provide greater benefits in order to attract and retain highly-skilled employees or other key personnel that we will need to achieve our strategic objectives. As we are still a relatively young company and our business has grown rapidly, our ability to train and integrate new employees into our operations may not meet the requirements of our growing business. Our failure to attract, train or retain highly-skilled employees and other key personnel in numbers that are sufficient to satisfy our needs would materially and adversely affect our business. Staff that we are unable to retain also pose a risk since they can inform competitors of our know-how and may lessen the technological advantages over our competitors that we have developed.

We may acquire or invest in other companies or technologies, which could divert our management’s attention, result in dilution to our shareholders and otherwise disrupt our operations and adversely affect our business.

We may selectively acquire or invest in other companies or technologies that we believe could complement or expand our platform, enhance our technical capabilities or otherwise offer growth opportunities. However, acquisitions are complex, costly and time-consuming processes and involve numerous risks. The pursuit of potential acquisitions may divert the attention of management and cause us to incur various expenses in identifying, investigating and pursuing suitable acquisitions, whether or not they are consummated. Acquisitions also could result in dilutive issuances of equity securities or the incurrence of debt, which could adversely affect our operating results and financial condition. If we acquire additional businesses, we may not be able to integrate the acquired personnel, operations and technologies successfully or effectively manage the combined business following the acquisition. We also may not achieve the anticipated benefits from the acquired business due to a number of factors, including:

Any of the above difficulties could adversely affect our ability to maintain relationships with clients, partners, suppliers and associates or our ability to achieve the anticipated benefits of the acquisition, or could reduce our earnings or otherwise adversely affect our business and financial results.

In addition, a significant portion of the purchase price of companies we acquire may be allocated to acquired goodwill and other intangible assets, which must be assessed for impairment at least annually. In the future, if our acquisitions do not yield expected returns, we may be required to take charges to our operating results based on this impairment assessment process, which could adversely affect our results of operations.

While we currently reinvest all cash generated by our PRC subsidiaries in our PRC operations, impediments to moving cash out of the PRC, if needed in the future, could hamper any growth and diversification that we are pursuing.

Currently, we do not have any present plan to pay any cash dividends on our ordinary shares in the foreseeable future and all cash generated by our PRC subsidiaries are reinvested in our PRC operations. However, we may in the future rely on dividends or distributions on equity from our subsidiaries, including our PRC subsidiaries, and any laws and regulations which restrict our ability to do so could materially and adversely hamper any growth and diversification that we are pursuing. Certain of our subsidiaries, including our PRC subsidiaries, are subject to statutory and regulatory requirements on the payment of dividends to us, which may materially and adversely limit our ability to grow, make investments or acquisitions.

Our planned expansion into new applications and markets pose additional risks which could adversely affect our business, financial condition and results of operations.

We intend to expand into new applications and expand our customer demographic in order to further grow our business. The lithium-based battery market is highly competitive and there can be no assurance that use of our products for these new applications will gain market acceptance.

In addition, we are planning to explore U.S. and Europe market, and are seeking to further expand our presence in PRC. However, these markets are less tested for our products and we face risks in expanding the business to these markets, which include differences in regulatory requirements for product testing, intellectual property protection (including patents and trademarks), tax incentive policy, legal systems and rules, marketing costs, fluctuations in currency exchange rates and changes in political and economic conditions. If we cannot successfully expand into these markets as we planned, our strategic goal will be impacted and our prospects will be materially and adversely affected.

We may require additional capital to support business growth, and this capital might not be available on acceptable terms, or at all.

We intend to continue to make investments to support our business growth and may require additional funds to respond to business challenges, including the need to develop new features or enhance our products, improve our operating infrastructure or acquire complementary businesses and technologies. Our capital requirements will depend on many factors, including, but not limited to:

Accordingly, we may need to engage in equity or debt financings to secure additional funds. If we raise additional funds through future issuances of equity or convertible debt securities, our existing shareholders could suffer significant dilution, and any new equity securities we issue could have rights, preferences and privileges superior to those of holders of our ordinary shares. Any debt financing that we may secure in the future could involve restrictive covenants relating to our capital raising activities and other financial and operational matters, which may make it more difficult for us to obtain additional capital and to pursue business opportunities, including potential acquisitions. We may not be able to obtain additional financing on terms favorable to us, if at all. If we are unable to obtain adequate financing or financing on terms satisfactory to us when we require it, our ability to continue to support our business growth and to respond to business challenges could be significantly impaired, and our business may be adversely affected.

We may be subject to financial and reputational risks due to product recalls and product liability claims, and we could face substantial liabilities which exceed our resources.

Lithium-based battery systems for use in electric vehicles are inherently complex and subject to failure, accidents or other malfunctions. Accordingly, we may be exposed to product recalls and product liability claims. The risk of product recalls and product liability claims, and associated adverse publicity, is inherent in the development, manufacturing and sale of our products. Any product recall or product liability claims seeking significant monetary damages could have a material adverse effect on our business and financial condition. A product recall or product liability claim could generate substantial negative publicity about our products and business, interfere with our manufacturing plans and product delivery obligations as we seek to replace, or repair affected products, and inhibit or prevent commercialization of other future product candidates.

Our operations expose us to litigation, environmental and other legal compliance risks, including increased climate change legislation restricting greenhouse gas (“GHG”) emissions.

We are subject to a variety of litigation, environmental, health and safety and other legal compliance risks. These risks include, among other things, possible liability relating to product liability matters, personal injuries, intellectual property rights, contract-related claims, government contracts, health and safety liabilities, environmental matters and compliance with U.S. and foreign laws, competition laws and laws governing improper business practices. We or one of our business units could be charged with wrongdoing as a result of such matters. If convicted or found liable, we could be subject to significant fines, penalties, repayments or other damages (in certain cases, treble damages). As a business with international reach, currently we are mainly subject to PRC laws and regulations , we may be subject to complex laws and regulations in jurisdictions in the future which we may have business, including the U.S., EU and the U.K. Those laws and regulations may be interpreted in different ways. They may also change from time-to-time, as may related interpretations and other guidance. Changes in laws or regulations could result in higher expenses and payments, and uncertainty relating to laws or regulations may also affect how we conduct our operations and structures our investments and could limit our ability to enforce our rights.

We may fail to comply with certain health and production safety laws and regulations governing hazardous materials.

In the sourcing of our products throughout the world, we process, store, dispose of and otherwise use large amounts of hazardous materials. As a result, we are subject to extensive and evolving health and production safety laws and regulations governing, among other things: the health of our employees and safety production requirements regarding the generation, handling, storage, use and transportation of hazardous materials. Compliance with these laws and regulations results in ongoing costs. Failure to comply with these laws or regulations, or to obtain or comply with the relevant permits, could result in fines, criminal charges or other sanctions by regulators. Furthermore, we may be ordered to rectify a noncompliance within a stipulated deadline; and if we fail to do so, we may be ordered to cease operations. For instance, we are required under PRC law to design and build occupational disease prevention facilities concurrently with the construction of our manufacturing facilities, where hazardous elements which adversely affect the health of our employees are generated or used. Our ongoing compliance with health and safety laws, regulations and permits could require us to incur significant expenses, limit our ability to modify or expand our facilities or continue manufacturing and make other capital improvements. In addition, private parties, including current or former employees, could bring personal injury or other claims against us due to the presence of, or exposure to, hazardous substances used, stored or disposed of by us or contained in our products.

As components of electric vehicles, our products as installed in the products of our customers are subject to motor vehicle standards and the failure of the vehicles to satisfy such mandated safety standards could have a material adverse effect on the demand for our products, our business and our operating results.

Our products are used as components in electric vehicles. All vehicles sold must comply with applicable international, federal, and state motor vehicle safety standards, which vary by national and other jurisdictions. In the U.S., vehicles that meet or exceed all federally mandated safety standards are certified under federal regulations. Rigorous testing and the use of approved materials and equipment are among the requirements for achieving federal certification. Failure by our vehicle manufacturing customers to satisfy motor vehicle standards could have a material adverse effect on our business and operating results.

Internationally, there may be laws in jurisdictions we have not yet entered or laws of which we are unaware in jurisdictions we have entered that may restrict our sales or other business practices. Even for those jurisdictions we have analyzed, the laws in this area can be complex, difficult to interpret and may change over time. Continued regulatory limitations and other obstacles interfering with our business or our customer’s ability to sell products could have a negative and material impact on our business, prospects, financial condition and results of operations.

Compliance with environmental regulations can be expensive, and failure to comply with these regulations may result in monetary damages and fines, adverse publicity and have a material adverse effect on our business.

As a manufacturer, we are subject to various environmental laws and regulations on air emission, waste water discharge, solid waste, noise and the disposal of hazardous materials. Cobalt and lithium are toxic materials that are important raw materials in our batteries. We also use, generate and discharge hazardous chemicals and wastes in our research, development and manufacturing activities. At our primary manufacturing site, under the PRC environmental regulations, we are required to maintain the pollutant emission levels at each of our facilities within the levels prescribed by the relevant governmental authorities and obtain a pollution discharge permit for our water and air emissions. We are also required to design and build environmental treatment facilities concurrently with the construction of our manufacturing facilities, where waste air, waste water and waste solids we generate can be treated in accordance with the relevant requirements. In addition, certain laws and regulations require enterprises like us that generate hazardous wastes, to engage companies which are licensed and qualified to process the hazardous wastes, and to collect, store, dispose of and transfer the hazardous waste. If we fail to comply with national and local environmental protection laws and regulations, the relevant governmental authorities may impose fines or deadlines to cure instances of noncompliance, and may even order us to cease operations if we fail to comply with their requirements. In particular, any breach by us in connection with requirements relating to the handling of hazardous wastes may subject us to monetary damages and fines. In addition, if any third party suffers any loss as a result of our pollutant emission practices, our improper handling of hazardous wastes or our noncompliance with environmental regulations, such third parties may seek damages from us. We cannot assure you that we will be able to comply with all environmental laws and regulations at all times as the environmental legal regime is evolving and becoming more stringent. Therefore, if more stringent regulations are imposed in the future, we will have to incur additional substantial costs and expenses in order to comply with new regulations, which may negatively affect our results of operations. If we fail to comply with any of the present or future environmental regulations in any material aspect or cause any loss to any third parties due to our pollutant emission practices, improper handling of hazardous wastes or other environmental noncompliance, we may suffer from negative publicity and may be required to pay substantial fines, pay damages to such third parties, or suspend or even cease operations. Failure to comply with environmental laws and regulations may materially and adversely affect our business, financial condition and results of operations.

To the extent we ship our products outside of the PRC, or to the extent our products are used in products sold outside of the PRC, they may be affected by the following: the transportation of non-rechargeable and rechargeable lithium batteries is regulated by the International Civil Aviation Organization (the “ICAO”), and corresponding International Air Transport Association (the “IATA”), Pipeline & Hazardous Materials Safety Administration (the “PHMSA”), Dangerous Goods Regulations and the International Maritime Dangerous Goods Code (the “IMDG”), and in the PRC by General Administration of Civil Aviation of China and Maritime Safety Administration of the PRC. These regulations are based on the United Nations, or UN, Recommendations on the Transport of Dangerous Goods Model Regulations and the UN Manual of Tests and Criteria. We currently ship our products pursuant to ICAO, IATA and PHMSA hazardous goods regulations. The regulations require companies to meet certain testing, packaging, labeling and shipping specifications for safety reasons. If we are unable to comply with such regulations or any new regulations promulgated from time to time, however, or if regulations are introduced that limit our ability to transport our products to customers in a cost-effective manner, this could have a material adverse effect on our business, financial condition and results of operations.

The enactment of legislation implementing changes in the U.S. to taxation of international business activities or the adoption of other tax reform policies could materially impact our financial position and results of operations.

Changes to U.S. tax laws, including limitations on the ability of taxpayers to claim and utilize foreign tax credits and the deferral of certain tax deductions until earnings outside of the U.S. are repatriated to the U.S., as well as changes to U.S. federal income tax laws that may be enacted in the future, could impact the tax treatment of our foreign earnings. Due to our international business activities, any changes in the U.S. federal income taxation of such activities may increase our worldwide effective tax rate and adversely affect our financial position and results of operations.

Our international operations subject us to potentially adverse tax consequences.

We generally conduct our international operations through wholly-owned subsidiaries, branches and representative offices and report our taxable income in various jurisdictions worldwide based upon our business operations in those jurisdictions. Our intercompany relationships are subject to complex transfer pricing regulations administered by taxing authorities in various jurisdictions. The relevant taxing authorities may disagree with our determinations as to the income and expenses attributable to specific jurisdictions. If such a disagreement were to occur, and our position was not sustained, we could be required to pay additional taxes, interest and penalties, which could result in one-time tax charges, higher effective tax rates, reduced cash flows and lower overall profitability of our operations. We believe that our financial statements reflect adequate reserves to cover such a contingency, but there can be no assurances in that regard.

According to the EIT Law of the PRC and the Regulation on Implementing the EIT Law, related party transactions must be conducted on an arm’s-length basis. Such transactions between related parties may be subject to audit or scrutiny by the PRC tax authorities within ten years after the taxable year when the transactions are conducted. If the relevant PRC tax authorities determine that the related party transactions occurred in PRC have not been conducted on an arm’s-length basis, they may adjust the taxable income of our PRC subsidiary through a transfer pricing adjustment and impose additional taxes (together with applicable interest) on our PRC subsidiary, as well as penalties for under-reporting of taxable income.

The uncertainty in global economic conditions, such as those associated with Russia’s recent invasion of Ukraine, could negatively affect our operating results.

Our operating results are directly affected by the general global economic conditions of the industries in which our major customer groups operate. Our business segments are highly dependent on the economic and market conditions in each of the geographic areas in which we operate. The uncertainty in global economic conditions varies by geographic segment and can result in substantial volatility in global credit markets. Credit volatility could impact our working capital for manufacturing, or result in cost changes or interruptions to suppliers whose components we rely upon if we are unable to access the needed credit for our operations. These conditions affect our business by reducing prices that our customers may be able or willing to pay for our products or by reducing the demand for our products, which could in turn negatively impact our sales and result in a material adverse effect on our business, cash flow, results of operations and financial condition.

Further, in connection with Russia’s invasion of Ukraine, the U.S., the E.U. and certain other governments around the world have responded by imposing various economic sanctions which restrict or prohibit certain business opportunities in Russia and Ukraine. These sanctions are complex and are rapidly evolving. We are closely monitoring the developments in Ukraine and Russia, and if there are changes in laws and regulations resulting in our inability to fulfill our contractual obligations, this could have a material adverse effect on our results of operations.

The uncertain nature, magnitude, and duration of hostilities stemming from Russia’s recent invasion of Ukraine, including the potential effects of sanctions limitations, possibility of counter-sanctions, retaliatory cyber-attacks on the world economy and markets, further disruptions to global supply chains and potential shipping delays, have contributed to increased market volatility and uncertainty, which could have an adverse impact on macroeconomic factors that affect our business. There is also a risk that the Russian government may nationalize or expropriate foreign-owned assets or businesses. We do not own any assets or employ any personnel in Russia or the Ukraine.

In addition, we rely on our payment processors to understand the destination of our payments to sellers. If our payment processors fail to follow newly imposed sanctions limitations, we may be at risk of being deemed to have violated such sanctions limitations. Further escalation of geopolitical tensions could have a broader impact that expands into other markets where we do business, which could adversely affect our business, business partners or customers in the broader region.

Our facilities or operations could be damaged or adversely affected as a result of natural disasters and other catastrophic events.

Our facilities or operations could be adversely affected by events outside of our control, such as natural disasters, wars, health epidemics (such as the COVID-19 pandemic), and other calamities. We cannot assure you that any backup systems will be adequate to protect us from the effects of fire, floods, typhoons, earthquakes, power loss, telecommunications failures, break-ins, war, riots, terrorist attacks or similar events. Any of the foregoing events may give rise to interruptions, breakdowns, system failures, technology platform failures or internet failures, which could cause the loss or corruption of data or malfunctions of software or hardware as well as adversely affect our ability to provide services.

Our connected products and our website, systems, and data we maintain may be subject to intentional disruption, other security incidents, or alleged violations of laws, regulations, or other obligations relating to data handling that could result in liability and adversely impact our reputation and future sales.

We expect to face significant challenges with respect to information security and maintaining the security and integrity of our systems and other systems used in our business, as well as with respect to the data stored on or processed by these systems. Advances in technology, an increased level of sophistication, an increased level of expertise of hackers and new discoveries in the field of cryptography or others can result in a compromise or breach of the systems used in our business or of security measures used in our business to protect confidential information, personal information, and other data.

The availability and effectiveness of our connected products, and our ability to conduct our business and operations, depend on the continued operation of information technology and communications systems, some of which we have yet to develop or otherwise obtain the ability to use. Systems used in our business, including data centers and other information technology systems, will be vulnerable to damage or interruption. Such systems could also be subject to break-ins, sabotage and intentional acts of vandalism, as well as disruptions and security incidents as a result of non-technical issues, including intentional or inadvertent acts or omissions by employees, service providers, or others. We anticipate using outsourced service providers to help provide certain services, and any such outsourced service providers face similar security and system disruption risks as we do. Some of the systems used in our business will not be fully redundant, and our disaster recovery planning cannot account for all eventualities. Any data security incidents or other disruptions to any data centers or other systems used in our business could result in lengthy interruptions in our service.

Social media platforms present risks and challenges that could cause damage to our brand and reputation, and which could subject us to liability, penalties and other restrictive sanctions.

Social media platforms present risks and challenges that could cause damage to our brand and reputation, and which could subject us to liability, penalties and other restrictive sanctions. We have adopted internal policies and procedures regarding social media, which may not be effective in preventing the inappropriate use of social media platforms, including blogs, social media websites and other forms of Internet-based communications. These platforms allow individuals access to a broad audience of consumers, investors and other interested persons. The considerable expansion in the use of social media over recent years has increased the volume and speed at which negative publicity arising from these events can be generated and spread, and we may be unable to timely respond to, correct any inaccuracies in, or adequately address negative perceptions arising from such media coverage. The use of such platforms by our officers and other employees and former employees could in the future increase our costs, cause damage to our brand and reputation, result in the disclosure of confidential information, lead to litigation or subject us to regulatory inquiries, penalties and other restrictive sanctions and adverse consequences if the SEC, the Department of Justice or any other government agency were to pursue legal action in the future. In addition, negative or inaccurate posts or comments about us on social media platforms could damage our reputation, brand image and goodwill, and we could lose the confidence of our customers and partners, regardless of whether such information is true and regardless of any number of measures we may take to address them.

Risks Related to Ownership of Elong’s Securities

GRACEDAN CO., LIMITED will own a majority of New Elong’s voting power and thus may control certain actions requiring a shareholder vote.

Upon consummation of the Business Combination, because each Elong Class B Ordinary Share will entitle the holder thereof to 50 votes on all matters subject to vote at general meetings of New Elong, the Supporting Shareholder will own approximately 85.6% of the voting power of New Elong’s total issued and outstanding share capital assuming no TMT Ordinary Shares are redeemed and approximately 86.7% of the voting power of New Elong’s total issued and outstanding share capital assuming all TMT Public Shares are redeemed. Accordingly, for the foreseeable future, the Supporting Shareholder will control New Elong and its corporate affairs. So long as the Supporting Shareholder continues to control more than 50% of the voting power of New Elong, it will be able to direct the election of all the members of the New Elong Board. In addition, as long as the Supporting Shareholder continues to control more than 50% of the voting power of New Elong, it will have the ability to take certain shareholder action without the approval of any other shareholder. Similarly, the Supporting Shareholder will have the ability to prevent the approval of any action submitted to the shareholders of New Elong. If the Supporting Shareholder does not provide any requisite approval or consent allowing New Elong to take any such action when requested, New Elong will not be able to engage in the related activities and, as a result, New Elong’s business and its operating results may be harmed.

Due to the control by the Supporting Shareholder over the voting power of New Elong, New Elong will be considered a “controlled company” under the Nasdaq rules. This will allow New Elong to avoid complying with certain of the Nasdaq corporate governance rules, including the rules that require New Elong to have a board comprised of at least 50% independent directors, to have board nominations either selected, or recommended for the board’s selection, by either a nominating committee comprised solely of independent directors or by a majority of the independent directors and to have officer compensation determined, or recommended to the board for determination, either by a compensation committee comprised solely of independent directors or by a majority of the independent directors.

Elong’s stock price may be volatile in the future, which could lead to losses by investors and costly securities litigation.

The trading price of Elong Class A Ordinary Shares may be subject to wide fluctuations in response to quarter-to-quarter variations in results of operations, announcements of technological innovations or new products introduced by Elong or its competitors, general conditions in the battery technology industries, changes in earnings estimates by analysts or other events or factors. In addition, the public stock markets recently have experienced high price and trading volatility. This volatility has significantly affected the market prices of securities of many of Elong’s publicly traded competitors for reasons frequently unrelated to the operating performance of the specific companies. These broad market fluctuations may adversely affect the market price of Elong Class A Ordinary Shares.

You may not be able to resell your Elong Class A Ordinary Shares at an attractive price due to a number of factors such as those listed in “Risks Related to Elong’s Business” and the following:

Broad market and industry fluctuations may adversely affect the market price of Elong Class A Ordinary Shares, regardless of actual operating performance, financial results or prospects. In addition, price volatility may be greater if the public float and trading volume of Elong Class A Ordinary Shares is low. Some companies that have had volatile market prices for their securities have been the target of a hostile takeover or subject to involvement by activist shareholders. If Elong were to become the target of such a situation, it could result in substantial costs and divert resources and the attention of executive management from the business.

The current market price of TMT Ordinary Shares may not be indicative of future market prices or intrinsic value, and Elong may not be able to sustain or increase the value of an investment in Elong’s securities. Investors in Elong’s securities may experience a decrease, which could be substantial, in the value of their securities, including decreases unrelated to Elong’s operating performance, financial results or prospects. Your only opportunity to achieve a return on your investment in Elong’s securities may be if the market price of such securities appreciates and you sell your securities at a profit. The market price for Elong’s securities may never exceed, and may fall below, the price that you paid for such securities. You could lose all or part of your investment in Elong as a result.

In the past, following periods of market volatility, shareholders have instituted securities class action litigation. If Elong becomes involved in securities litigation, it could have a substantial cost and divert resources and the attention of executive management from the business regardless of the outcome of such litigation.

It is not expected that New Elong will pay dividends in the foreseeable future after the Business Combination.

It is expected that New Elong will retain most, if not all, of its available funds and any future earnings after the Business Combination to fund the development and growth of its business. As a result, it is not expected that New Elong will pay any cash dividends in the foreseeable future.

Following completion of the Business Combination, the New Elong Board will have complete discretion as to whether to distribute dividends. Even if the New Elong Board decides to declare and pay dividends, the timing, amount and form of future dividends, if any, will depend on the future results of operations and cash flow, capital requirements and surplus, the amount of distributions, if any, received by New Elong’s subsidiaries, New Elong’s financial condition, contractual restrictions and other factors deemed relevant by the New Elong Board. There is no guarantee that the Elong Class A Ordinary Shares will appreciate in value after the Business Combination or that the trading price of the Elong Class A Ordinary Shares will not decline.

An active trading market for New Elong Class A Ordinary Shares may not be sustained.

New Elong Class A Ordinary Shares are expected to be listed on Nasdaq and to trade on that market and others. New Elong cannot assure you that an active trading market for its common stock will be sustained. Accordingly, New Elong cannot assure you of the liquidity of any trading market, your ability to sell your shares of its common stock when desired or the prices that you may obtain for your shares.

New Elong’s securities may not be listed on a national securities exchange after the Business Combination, which could limit investors’ ability to make transactions in New Elong’s securities and subject New Elong to additional trading restrictions.

New Elong has applied to have the Elong Class A Ordinary Shares listed on Nasdaq after consummation of the Business Combination. New Elong will be required to meet the initial listing requirements of Nasdaq to be listed. New Elong may not be able to meet those initial listing requirements (and the related closing condition, which requires the Elong Class A Ordinary Shares to be issued in the Business Combination be approved for listing on Nasdaq, may be waived by the parties). Even if New Elong’s securities are so listed, New Elong may be unable to maintain the listing of its securities in the future.

If New Elong fails to meet the initial listing requirements and Nasdaq does not list its securities (and the related closing condition is waived by the parties), or if its securities are subsequently delisted, New Elong could face significant material adverse consequences, including:

If securities or industry analysts either do not publish research about New Elong or publish inaccurate or unfavorable research about us, New Elong’s business, or its market, or if they change their recommendations regarding Elong Class A Ordinary Shares adversely, the trading price or trading volume of the Elong Class A Ordinary Shares could decline.

The trading market for Elong Class A Ordinary Shares is influenced in part by the research and reports that securities or industry analysts may publish about us, its business, New Elong’s market, or its competitors. If one or more of the analysts initiate research with an unfavorable rating or downgrade Elong Class A Ordinary Shares, provide a more favorable recommendation about New Elong’s competitors, or publish inaccurate or unfavorable research about its business, the share price of the Elong Class A Ordinary Shares would likely decline. In addition, securities research analysts may establish and publish their own periodic projections for New Elong’s business. These projections may vary widely and may not accurately predict the results New Elong actually achieves. Its stock price may decline if its actual results do not match the projections of these securities research analysts. Furthermore, if no analysts commence coverage of it, the trading price and volume for Elong Class A Ordinary Shares could be adversely affected. If any analyst who may cover New Elong were to cease coverage of New Elong or fail to regularly publish reports on New Elong, New Elong could lose visibility in the financial markets, which in turn could cause the trading price or trading volume of its common stock to decline.

New Elong does not have experience operating as a public company subject to U.S. federal securities laws and may not be able to adequately develop and implement the governance, compliance, risk management and control infrastructure and culture required for a public company, including compliance with the Sarbanes-Oxley Act.

New Elong does not have experience operating as a public company subject to U.S. federal securities laws. Additionally, Elong’s officers and directors lack experience in managing a public company subject to U.S. federal securities laws, which makes their ability to comply with applicable laws, rules and regulations uncertain. New Elong’s failure to comply with all applicable laws, rules and regulations could subject New Elong to U.S. regulatory scrutiny or sanction, which could harm its reputation and share price.

Neither New Elong nor Elong has previously been required to prepare or file periodic or other reports with the SEC or to comply with the other requirements of U.S. federal securities laws. They have not previously been required to establish and maintain the disclosure controls and procedures, and internal control over financial reporting applicable to an entity that is a foreign private issuer under U.S. federal securities laws, including the Sarbanes-Oxley Act. New Elong may experience errors, mistakes and lapses in processes and controls, resulting in a failure to meet requisite U.S. standards.

As a public company subject to U.S. federal securities laws, New Elong will incur significant legal, accounting, insurance, compliance, and other expenses. Compliance with reporting, internal control over financial reporting and corporate governance obligations may require members of its management and its finance and accounting staff to divert time and resources from other responsibilities to ensure these new regulatory requirements are fulfilled.

If it fails to adequately implement the required governance and control framework, New Elong may fail to comply with the applicable rules or requirements associated with being a public company subject to U.S. federal securities laws. Such failure could result in the loss of investor confidence, could harm New Elong’s reputation, and cause the market price of Elong Class A Ordinary Shares to decline.

Due to inadequate governance and internal control policies, misstatements or omissions due to error or fraud may occur and may not be detected, which could result in failures to make required filings in a timely manner or result in making filings containing incorrect or misleading information. Any of these outcomes could result in SEC enforcement actions, monetary fines or other penalties, as well as damage to New Elong’s reputation, business, financial condition, operating results and stock price.

New Elong is an emerging growth company within the meaning of the Securities Act, and if New Elong takes advantage of certain exemptions from disclosure requirements available to “emerging growth companies”, this could make New Elong’s securities less attractive to investors and may make it more difficult to compare New Elong’s performance with other public companies.

New Elong is an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act. For as long as New Elong continues to be an emerging growth company, New Elong may take advantage of exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act. New Elong could be an emerging growth company for up to five years, although New Elong could lose that status sooner if its revenues exceed $1.235 billion, if New Elong issues more than $1 billion in non-convertible debt in a three-year period, or if it becomes a large accelerated filer, as defined under the Exchange Act. We cannot predict if investors will find New Elong securities less attractive because New Elong relies on these exemptions. If some investors find New Elong securities less attractive as a result, there may be a less active trading market for New Elong securities, and the price of New Elong securities may be more volatile.

Elong will be a foreign private issuer and, as a result, Elong will not be subject to U.S. proxy rules and will be subject to Exchange Act reporting obligations that, to some extent, are more lenient and less frequent than those of a U.S. domestic public company.

Because Elong will qualify as a foreign private issuer under the Exchange Act, Elong will be exempt from certain provisions of the Exchange Act that are applicable to U.S. domestic public companies, including (1) the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act, (2) the sections of the Exchange Act requiring insiders to file public reports of their share ownership and trading activities and liability for insiders who profit from trades made in a short period of time and (3) the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q containing unaudited financial and other specified information. In addition, foreign private issuers are not required to file their annual report on Form 20-F until 120 days after the end of each fiscal year, while U.S. domestic issuers that are accelerated filers are required to file their annual report on Form 10-K within 75 days after the end of each fiscal year and U.S. domestic issuers that are large accelerated filers are required to file their annual report on Form 10-K within 60 days after the end of each fiscal year. Foreign private issuers are also exempt from Regulation FD, which is intended to prevent issuers from making selective disclosures of material information. As a result of all of the above, you may not have the same protections afforded to shareholders of a company that is not a foreign private issuer.

As a foreign private issuer, and as permitted by the listing requirements of the Nasdaq, Elong will be permitted to follow certain home country governance practices rather than the corporate governance requirements of Nasdaq.

As a foreign private issuer, Elong will be permitted to follow certain home country corporate governance practices instead of those otherwise required under the Nasdaq Listing Rules for domestic issuers, provided that Elong discloses the requirements it is not following and describe the home country practices it is following. For example, Nasdaq requires listed companies to have, among other things, a majority of its board members be independent. As a foreign private issuer, however, Elong will be permitted to follow home country practice in lieu of that requirement. Following completion of the Business Combination, we expect to follow the Nasdaq corporate governance rules. However, Elong may elect in the future to follow certain home country corporate governance practices in lieu of the requirements for U.S. companies listed on Nasdaq, as permitted by the rules of Nasdaq, in which case the protection that is afforded to our shareholders would be different from that accorded to investors of U.S. domestic issuers.

Elong may lose its foreign private issuer status in the future, which could result in significant additional costs and expenses.

As discussed above, Elong will be a foreign private issuer, and therefore, Elong will not be required to comply with all of the periodic disclosure and current reporting requirements of the Exchange Act. The determination of foreign private issuer status is made annually on the last business day of an issuer’s most recently completed second fiscal quarter, and, accordingly, the next determination was made with respect to Elong on June 30, 2024. In the future, Elong would lose its foreign private issuer status if (1) more than 50% of Elong’s outstanding voting securities are owned by U.S. residents and (2) a majority of Elong’s directors or executive officers are U.S. citizens or residents, or Elong fails to meet additional requirements necessary to avoid loss of foreign private issuer status. If Elong loses its foreign private issuer status, Elong will be required to file with the SEC periodic reports and registration statements on U.S. domestic issuer forms, which are more detailed and extensive than the forms available to a foreign private issuer. Elong will also have to mandatorily comply with U.S. federal proxy requirements, and Elong’s officers, directors and principal shareholders will become subject to the short-swing profit disclosure and recovery provisions of Section 16 of the Exchange Act. In addition, Elong will lose its ability to rely upon exemptions from certain corporate governance requirements under the Nasdaq listing rules. As a U.S. listed public company that is not a foreign private issuer, Elong will incur significant additional legal, accounting and other expenses that Elong will not incur as a foreign private issuer.

Because TMT and Elong are incorporated under the laws of the Cayman Islands, you may face difficulties in protecting your interests, and your ability to protect your rights through the U.S. Federal courts may be limited.

Each of TMT and Elong is an exempted company incorporated under the laws of the Cayman Islands. Their corporate affairs are governed by their memorandum and articles of association, the Companies Act (As Revised) of the Cayman Islands, and the common law of the Cayman Islands. The rights of shareholders to take action against their directors, actions by their minority shareholders and the fiduciary duties of their directors to them under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands and from the common law of England, the decisions of whose courts are of persuasive authority, but are not binding, on a court in the Cayman Islands. The rights of TMT’s and Elong’s shareholders and the fiduciary duties of their directors under Cayman Islands law are not as clearly established as they would be under statutes or judicial precedents in some jurisdictions in the United States. In particular, the Cayman Islands has a less developed body of securities laws than the United States. Some U.S. states, such as Delaware, have more fully developed and judicially interpreted bodies of corporate law than the Cayman Islands. In addition, Cayman Islands companies may not have the standing to initiate a shareholder derivative action in a federal court of the United States.

Shareholders of Cayman Islands exempted companies like us have no general rights under Cayman Islands law to inspect corporate records (other than the memorandum and articles of association and any special resolutions passed by such companies, and the register of mortgages and charges of such companies) or to obtain copies of lists of shareholders of these companies. Our directors have discretion under TMT’s M&A and New Elong’s M&A to determine whether or not, and under what conditions, our corporate records may be inspected by our shareholders, but are not obliged to make them available to our shareholders. This may make it more difficult for you to obtain the information needed to establish any facts necessary for a shareholder motion or to solicit proxies from other shareholders in connection with a proxy contest.

The Cayman Islands has a different body of securities laws as compared to the United States and provides less protection to investors. Additionally, Cayman Islands companies may not have standing to sue before the federal courts of the United States.

There is uncertainty as to whether the courts of the Cayman Islands would (i) to recognize or enforce against TMT or Elong judgments of courts of the United States predicated upon the civil liability provisions of the federal securities laws of the United States or any state; and (ii) entertain original actions brought in each respective jurisdiction against TMT or Elong predicated upon the civil liability provisions of the federal securities laws of the United States or any state. There is no statutory enforcement in the Cayman Islands of judgments obtained in the United States, although the courts of the Cayman Islands will in certain circumstances recognize and enforce a foreign money judgment, without any re-examination or re-litigation of matters adjudicated upon, provided such judgment: (a) is given by a foreign court of competent jurisdiction; (b) imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given; (c) is final; (d) is not in respect of taxes, a fine or a penalty; (e) was not obtained by fraud; and (f) is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands.

New Elong’s M&A generally provides that the United States District Court for the Southern District of New York will 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.

New Elong’s M&A provides that, unless New Elong consents in writing to the selection of an alternative forum, 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, regardless of whether such legal suit, action, or proceeding also involves parties other than New Elong.

Notwithstanding the foregoing, Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. In addition, Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. To the extent the exclusive forum provision restricts the courts in which our shareholders may bring claims arising under the Securities Act and the Exchange Act and the rules and regulations thereunder, there is uncertainty as to whether a court would enforce such provision. Investors cannot waive compliance with the federal securities laws and the rules and regulations promulgated thereunder.

This exclusive forum provision may limit a shareholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with under the federal securities laws, which may discourage lawsuits with respect to such claims. By requiring a shareholder to bring such a claim in 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), the exclusive forum provision also may increase the costs to a shareholder of bringing such a claim.

Risks Related to Elong’s Intellectual Property

Our success depends on our ability to obtain, maintain and protect our intellectual property rights.

We rely on our trademarks, service marks, trade names and brand names to distinguish our products from the products of our competitors, and have registered or applied to register many of these trademarks. Our trademarks or trade names may be challenged, infringed, circumvented or declared generic or determined to be infringing on other marks, and we cannot assure you that our trademark applications will be approved. During trademark registration proceedings, we may receive rejections. Although we are given an opportunity to respond to those rejections, we may be unable to overcome such rejections. In addition, in the China National Intellectual Property Administration (“CNIPA”), and the U.S. Patent and Trademark Office and in comparable agencies in many foreign jurisdictions, third parties are given an opportunity to oppose pending trademark applications and to seek to cancel registered trademarks. Opposition or cancellation proceedings may be filed against our trademarks, and our trademarks may not survive such proceedings. In the event that our trademarks are successfully challenged, we could be forced to rebrand our products, which could result in loss of brand recognition and could require us to devote resources towards advertising and marketing new brands. Further, we cannot assure you that competitors will not infringe our trademarks or that we will have adequate resources to enforce our trademarks and trade names, which we need to build name recognition among potential partners or customers in our markets of interest. At times, competitors may adopt trade names or trademarks similar to ours, thereby impeding our ability to build brand identity and possibly leading to market confusion. In addition, there could be potential trade name or trademark infringement claims brought by owners of other registered trademarks or trademarks that incorporate variations of our registered or unregistered trademarks or trade names. Over the long term, if we are unable to establish name recognition based on our trademarks and trade names, then we may not be able to compete effectively and our business may be adversely affected.

We also rely, in part, on our ability to obtain and maintain patent protection for our proprietary products and processes. The process of applying for and obtaining a patent is expensive and time consuming, and we may not be able to file and prosecute all necessary or desirable patent applications at a reasonable cost, in a timely manner, or in all jurisdictions where protection may be commercially advantageous, or we financially may not be able to protect our proprietary rights at all. Despite our efforts to protect our proprietary rights, unauthorized parties may be able to obtain and use information that we regard as proprietary. In addition, the issuance of a patent does not ensure that it is valid or enforceable, so even if we obtain patents, they may not be valid or enforceable against third parties. In addition, the issuance of a patent does not give us the right to practice the patented invention. Third parties may have blocking patents that could prevent us from marketing our own products and practicing our own technology. Alternatively, third parties may seek approval to market their own products similar to or otherwise competitive with our products. In these circumstances, we may need to defend and/or assert our patents, including by filing lawsuits alleging patent infringement.

In any of these types of proceedings, a court or agency with jurisdiction may find our patents invalid and/or unenforceable. Even if we have valid and enforceable patents, these patents still may not provide protection against competing products or processes sufficient to achieve our business objectives. Some of our patents and patent applications may be co-owned with third parties. If we are unable to obtain an exclusive license to any such third-party co-owners’ interest in such patents or patent applications, such co-owners may be able to license their rights to other third parties, including our competitors, and our competitors could market competing products and technology. In addition, we may need the cooperation of any such co-owners of our patents in order to enforce such patents against third parties, and such cooperation may not be provided to us. Any of the foregoing could have a material adverse effect on our competitive position, business, financial conditions, results of operations, and prospects.

Issued patents may be challenged, narrowed, invalidated or circumvented. The legal systems of certain countries do not favor the aggressive enforcement of patents, and the laws of non-U.S. countries may not allow us to protect our inventions with patents to the same extent as the laws of the U.S. and Europe. Because patent applications in the U.S., Europe and many other non-U.S. jurisdictions are typically not published until 18 months after filing, or in some cases not at all, and because publications of discoveries in scientific literature lag behind actual discoveries, we cannot be certain that we were the first to make the inventions claimed in our issued patents or pending patent applications, or that we were the first to file for protection of the inventions set forth in our patents or patent applications. As a result, we may not be able to obtain or maintain protection for certain inventions. Therefore, the enforceability and scope of our patents in the U.S., Europe, and the PRC and in other non-U.S. countries cannot be predicted with certainty and, as a result, any patents that we own may not provide sufficient protection against competitors. We may not be able to obtain or maintain patent protection from our pending patent applications, from those we may file in the future, or from those we may license from third parties. Moreover, even if we are able to obtain patent protection, such patent protection may be of insufficient scope to achieve our business objectives.

In some instances, we may have legal grounds to enforce our rights related to our patented technology, but may elect not to do so as a result of the cost of litigation or the limited value in enforcing our patent rights.

We could incur substantial costs as a result of any claim of infringement of another party’s intellectual property rights.

In recent years, there has been significant litigation in the U.S., Europe and the PRC involving patents and other intellectual property rights. Companies in the battery industry are increasingly bringing and becoming subject to suits alleging infringement of proprietary rights, particularly patent rights, and our competitors and other third parties may hold patents or have pending patent applications which could be related to our business. For example, we are aware of third-party patents and patent applications (if issued) that may be construed to cover one or more of our products or technologies. If these patents or patent applications (if issued) are asserted against us and we are found to infringe any of these patents, and we are unsuccessful in demonstrating that such patents are invalid or unenforceable, then we could be required to pay substantial monetary damages or cease further development or commercialization of one or more of our products or technologies. Although we generally conduct a freedom to operate search and review with respect to our products and technologies, we cannot guarantee that our search and review is complete and thorough, nor can we be sure that we have identified each and every patent and pending application in the U.S. and abroad that is relevant or necessary to the commercialization of our products or use of our technology. Because patent applications can take many years to issue, there may be currently pending patent applications that may later result in issued patents that our products or technologies may infringe. In addition, third parties may obtain patents in the future and claim that use of our technologies infringes upon these patents. These risks have been amplified by the increase in third parties, which we refer to as non-practicing entities, whose primary business is to assert infringement claims or make royalty demands. It is difficult to proceed with certainty in a rapidly evolving technological environment in which there may be patent applications pending related to our technologies, many of which are confidential when filed. We rely substantially on unpatented proprietary technology, which may make it more difficult to protect and enforce our intellectual property rights. We cannot assure you that we will have meaningful protection for our trade secrets, know-how or other intellectual property and proprietary information in the event of any unauthorized use, misappropriation, or disclosure, which could have a material adverse impact on our business.

Third parties may infringe, misappropriate or otherwise violate our intellectual property or proprietary rights or we may be required to defend against claims of infringement, misappropriation or other violations of the intellectual property or proprietary rights of a third party. To counter infringement or unauthorized use claims or to defend against such claims can be expensive and time consuming. If we are party to an intellectual property-related proceeding and even if such proceeding is resolved in our favor, litigation or other legal proceedings relating to intellectual property claims may cause us to incur significant expenses, and could distract our technical and management personnel from their normal responsibilities. In addition, there could be public announcements of the results of hearings, motions or other interim proceedings or developments and if securities analysts or investors perceive these results to be negative, it could have a substantial adverse effect on the price of our stock. Such litigation or proceedings could substantially increase our operating losses and reduce the resources available for development activities or any future sales, manufacturing, marketing or distribution activities. We may not have sufficient financial or other resources to adequately conduct such litigation or proceedings. Moreover, many of our current and potential competitors may dedicate substantially greater resources than we can to the protection and enforcement of intellectual property rights, especially patents. Incurring significant expenses and distracting our personnel for an intellectual property-related proceeding could have a material adverse effect on our business, financial condition, results of operations and prospects.

We may be exposed to infringement or misappropriation claims by third parties, which, if determined adversely to us, could cause us loss of significant rights and inability to continue providing our existing product offerings.

Our success also depends largely on our ability to use and develop our technology and know-how without infringing the intellectual property rights of third parties. The validity and scope of claims relating to Li-ion battery technology patents involve complex scientific, legal and factual questions and analysis and, therefore, may be highly uncertain, expensive and time-consuming. We may receive in the future notices that claim we or our clients using our products have misappropriated or misused other parties’ intellectual property rights, particularly as the number of competitors in our market grows and the functionality of products among competitors overlaps. If we are sued by a third party that claims that our technology infringes its rights, the litigation, whether or not successful, could be extremely costly to defend, divert our management’s time, attention, and resources, damage our reputation and brand and substantially harm our business. Further, in some instances, our agreements with our clients include indemnification provisions under which we agree to indemnify such parties for losses suffered or incurred in connection with third party claims for intellectual property infringement. The results of any intellectual property litigation to which we might become a party, or for which we are required to provide indemnification, may also require us to do one or more of the following:

Our failure to develop non-infringing technologies or license the intellectual property or the proprietary rights on a timely basis would harm our business, possibly materially. Protracted litigation could result in our customers, or potential customers, deferring or limiting their purchase or use of our products until resolution of such litigation. Parties making the infringement claim may also obtain an injunction that can prevent us from selling our products or using technology that contains the allegedly infringing contents. If we were to discover that our products violate third-party proprietary rights, there can be no assurance that we would be able to continue offering our products on commercially reasonable terms, or at all, to redesign our technology to avoid infringement or to avoid or settle litigation regarding alleged infringement without substantial expense and damage awards. Any intellectual property litigation or proceeding could have a material adverse effect on our business, results of operation and financial condition.

We may have difficulties transferring and communicating technology globally.

In different parts of the world, the technology platforms that are used to facilitate communication between staff are different, or in some cases restricted. As the options for communication becomes restricted, it may become difficult to efficiently coordinate complex manufacturing supply chains in a global setting, causing delays or missed income opportunities. Further, the software we use may be different in different countries, which makes it difficult to share certain engineering documents and resources between global subsidiaries. Delays due to inefficiencies in communication and file sharing may impact decision making, lead to errors, and affect our ability to maximize profit.

We also have transferred and expect to continue to transfer personnel between the United States and PRC and other geographies for short, medium and long-term or permanent durations. Global immigration requirements routinely change and are complex to navigate, especially in the midst of the COVID-19 pandemic when certain countries prohibited business visitors altogether and/or imposed lengthy quarantine or complex testing requirements as a condition of entry. We cannot assure that we will be able to acquire adequate visas for the movement of our personnel between the locations where we and/or our customers operate going forward. As most of our historical business is located in PRC, our current business relies on the ability of obtaining personnel visas so that our employees can be trained in the PRC, and any restrictions or denials, could limit our ability to train and pass along proprietary information efficiently.

Challenges transferring and communicating technology globally, as well as obtaining personnel visas, have not, however, impacted our geographic diversification strategy, and we plan to continue growing and expanding into new markets.

Risks Related to Doing Business in China

Uncertainties exist with respect to how the PRC Foreign Investment Law may impact the viability of our current corporate structure and operations.

Laws regulating foreign investment in PRC include Foreign Investment Law of the People’s Republic of China, or the PRC Foreign Investment Law, effective from January 1, 2020, and the Regulation for Implementing the Foreign Investment Law of the People’s Republic of China, or the FIE Implementing Regulation, effective from January 1, 2020. The PRC Foreign Investment Law specifies that foreign investments shall be conducted in line with the “negative list” to be issued or approved to be issued by the State Council. While Elong does not operate in an industry that is currently subject to foreign investment restrictions or prohibition in PRC, it is uncertain whether its industry will be named in an updated “negative list” to be issued in the future. If its industry is added to the “negative list” or if the PRC regulatory authorities otherwise decide to limit foreign ownership in its industry, there could be a risk that Elong would be unable to do business in PRC as it is currently structured. If any new laws and/or regulations on foreign investments in PRC are promulgated and implemented, such changes could have a significant impact on its current corporate structure, which in turn could have a material adverse impact on its business and operations, its ability to raise capital and the market price of Elong Class A Ordinary Shares. In such event, despite its efforts to restructure to comply with the then applicable PRC laws and regulations in order to continue its operations in PRC, Elong may experience material changes in its business and results of operations, its attempts may prove to be futile due to factors beyond its control, and the value of the Elong Class A Ordinary Shares may significantly decline or become worthless.

There are procedural requirements for foreign regulatory bodies to conduct investigations or inspections of Elong’s operations in China.

According to Article 177 of the PRC Securities Law, which became effective in March 2020, no overseas securities regulator can directly conduct investigations or evidence collection activities within the PRC. Pursuant to the Data Security Law, no organization or individual within the territory of the PRC may provide foreign judicial or law enforcement authorities with data stored within the territory of the PRC without the approval of the competent authorities of the PRC. Accordingly, without Chinese government approval, no entity or individual in China may provide documents and information relating to securities business activities to overseas regulators when it is under direct investigation or evidence discovery conducted by overseas regulators which could present legal and other obstacles to obtaining information needed for investigations and litigation conducted outside of China. Furthermore, as of the date of this proxy statement/prospectus, there have not been implementing rules or regulations regarding the application of Article 177, and, accordingly, it cannot be concluded as to how it will be interpreted, implemented or applied by relevant government authorities. As such, there are also uncertainties as to the procedures and requisite timing for the overseas securities regulatory agencies to conduct investigations and collect evidence within the territory of the PRC.

Although the authorities in China may establish a regulatory cooperation mechanism with the securities regulatory authorities of another country or region, such as the United States, which could allow such authorities to conduct investigations or evidence discovery, there is no assurance that any such mechanism will be adopted or be effective. Accordingly, there is no guarantee that requests from U.S. federal or state regulators or agencies to investigate or inspect Elong’s operations will be honored. If the U.S. securities regulatory agencies are unable to conduct such investigations or evidence discovery processes, there exists a risk that such regulatory agencies may determine to suspend or de-register New Elong’s registration with the SEC and may also delist New Elong’s securities from trading markets within the United States.

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.

As substantially all of Elong’s operations are in China, Elong’s business is subject to the evolving and complex laws and regulations in China, which may change quickly with little advance notice. The PRC government may exercise significant oversight and discretion over Elong’s operations and may intervene in, influence, or exert control over Elong’s operations at any time, which could result in a material change in its operations and/or the value of Elong Class A Ordinary Shares.

The PRC legal system is based on written statutes. Unlike the common law system, prior court decisions may be cited for reference but do not have binding authority. As PRC legal system is evolving rapidly, the interpretations of many laws, regulations and rules may contain inconsistencies and enforcement of these laws, regulations and rules involves uncertainties, which may limit legal protections available to Elong. Furthermore, the PRC legal system is based in part on government policies and internal rules, some of which are not published on a timely basis or at all. As a result, Elong may not be aware of its violation of such policies and rules until sometime after the violation. Elong cannot predict the effect of future developments in the PRC legal system, including the promulgation of new laws, changes to existing laws or the interpretation or enforcement thereof, or the preemption of local regulations by national laws. These uncertainties, including any inability to enforce Elong’s contracts, together with any development or interpretation of PRC law that is adverse to Elong, could materially and adversely affect Elong’s business and operations and limit the legal protections available and other foreign investors, including you.

In the late 1970s, the PRC government began to promulgate a comprehensive system of laws and regulations governing economic matters in general. The overall effect of legislation over the past five decades has significantly increased the protections afforded to various forms of foreign or private-sector investment in China. However, many of these laws, regulations and legal requirements are relatively new and still evolving and uncertainties remain as to the interpretation and application of PRC laws and regulations including, but not limited to, the laws and regulations governing Elong’s business and the enforcement and performance of Elong’s business arrangements in certain circumstances. The laws and regulations are sometimes vague and may be subject to future changes, and their official interpretation and enforcement could be unpredictable. The effectiveness and interpretation of newly enacted laws or regulations, including amendments to existing laws and regulations, may be delayed, and Elong’s business may be affected if it relies on laws and regulations which are subsequently adopted or interpreted in a manner different from its current understanding of these laws and regulations. Elong cannot predict what effect the interpretation of existing or new PRC laws or regulations may have on its business. Although Elong has taken measures to comply with the laws and regulations applicable to its business operations and to avoid conducting any non-compliant activities under these laws and regulations, the PRC governmental authorities may promulgate new laws and regulations that may affect Elong’s operations. Elong cannot rule out the possibility that there might be future developments in the PRC legal system, including the promulgation of new laws, changes to existing laws or the interpretation or enforcement thereof, or the pre-emption of local regulations by national laws. Failure to comply with such evolving laws and regulations may subject Elong to material sanctions or penalties imposed by the governmental authorities.

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.

Elong conducts its business in and substantially all of its assets are located in PRC and the PRC government may influence and exert control over Elong’s operations which could result in a material change in its operations and/or the value of New Elong’s securities following the Business Combination. In addition, Elong’s and following the consummation of the Business Combination, New Elong’s business, results of operations and financial condition may be influenced to a significant degree by the economic and social conditions in the PRC.

The PRC government may be authorized by the laws and regulations to exercise significant control and take regulatory actions over the conduct of Elong’s business, and may intervene in, influence, or exert control over Elong’s operations at any time, and the regulations to which we are subject may change rapidly and with little advance notice. Like many other jurisdictions, new laws, regulations, and other government directives in the PRC may also be costly to comply with, and such compliance or any associated inquiries or investigations or any other government actions may:

The promulgation of new laws or regulations, or the new interpretation of existing laws and regulations, in each case that restrict or otherwise unfavorably impact the ability or manner in which Elong conducts its business and could require Elong to change certain aspects of its business to ensure compliance, which could decrease demand for its products, reduce revenues, increase costs, require Elong to obtain additional licenses, permits, approvals or certificates, or subject Elong to additional liabilities. To the extent any new or more stringent measures are required to be implemented, Elong’s business, financial condition and results of operations could be adversely affected.

The economic and social conditions in China differ from those in United States in many respects. The PRC government has implemented measures emphasizing the utilization of market forces for economic reform, the reduction of state ownership of productive assets, and the establishment of improved corporate governance in business enterprises. These reforms have resulted in significant economic growth and social prospects. The PRC government exercises significant control over China’s economic growth by allocating resources, setting monetary policy, regulating financial services and institutions, providing preferential treatment to particular industries or companies, or imposing industry-wide policies on certain industries. Economic reform measures may also be adjusted, modified or applied inconsistently from industry to industry or across different regions of the country.

Elong’s, and following the Business Combination, New Elong’s ability to successfully maintain or grow business operations in China depends on various factors, which are beyond its control. These factors include, among others, changes in macro-economic and other market conditions, social conditions, measures to adjust inflation or deflation, changes in the rate or method of taxation, changes in laws, regulations and administrative directives or their interpretation, and changes in industry policies. If Elong fails to take timely and appropriate measures to adapt to any of the changes or challenges, Elong’s business, results of operations and financial condition could be materially and adversely affected.

It may be difficult for shareholders to enforce foreign judgments or to bring actions in China against Elong or Elong’s management named in the proxy statement/prospectus based on foreign laws.

Elong is an exempted company incorporated under the laws of the Cayman Islands and substantially all of its operations are conducted in China, and substantially all of its assets are located in China. In addition, the majority of Elong’s executive officers and directors are PRC nationals and reside within China for a significant portion of the time. As a result, it may be difficult for the shareholders to effect service of process within the United States upon Elong or Elong’s management.

The recognition and enforcement of foreign judgments are provided for under the PRC Civil Procedures Law. PRC courts may recognize and enforce foreign judgments in accordance with the requirements of the PRC Civil Procedures Law based either on treaties between China and the country or region where the judgment is made or on principles of reciprocity between jurisdictions. There is no treaty between the United States and the PRC providing for the reciprocal recognition and enforcement of judgments in civil and commercial matters and a final judgment for the payment of money rendered by any federal or state court in the United States based on civil liability, whether or not predicated solely upon the federal securities laws, would, therefore, not be automatically enforceable in the PRC. It cannot be concluded whether a court in the PRC may impose civil liability on Elong or its directors and officers who reside in the PRC in an action brought in the courts in the PRC against Elong or such persons with respect to a violation solely of the federal securities laws of the United States. In addition, according to the PRC Civil Procedures Law, the PRC courts will not enforce a foreign judgment against Elong or its directors and officers if they decide that the judgment violates the basic principles of PRC laws or national sovereignty, security, or the public interest. Accordingly, there can be no assurance that the PRC courts would enforce against Elong, its directors or executive officers, judgments obtained in the United States which are predicated upon the civil liability provisions of the federal securities laws of the United States.

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.

On July 6, 2021, the relevant PRC government authorities issued Opinions on Strictly Cracking Down Illegal Securities Activities in Accordance with the Law. These opinions emphasized the need to strengthen the administration over illegal securities activities and the supervision on overseas listings by China-based companies and proposed to take effective measures, such as promoting the construction of relevant regulatory systems to deal with the risks and incidents faced by China-based overseas-listed companies.

On February 17, 2023, the CSRC promulgated Trial Administrative Measures of the Overseas Securities Offering and Listing by Domestic Companies (the “Overseas Listing Trial Measures”) and circulated five supporting guidelines, which became effective on March 31, 2023. According to the Overseas Listing Trial Measures, PRC domestic companies that seek to offer and list securities in overseas markets, either in direct or indirect means, are required to fulfill the filing procedure with the CSRC and report relevant information. The Overseas Listing Trial Measures also provides that if the issuer meets both the following criteria, the overseas securities offering and listing conducted by such issuer will be deemed an indirect overseas offering by PRC domestic companies: (1) any of the total assets, net assets, revenues or profits of the domestic operating entities of the issuer in the most recent accounting year accounts for more than 50% of the corresponding figure in the issuer’s audited consolidated financial statements for the same period; and (2) its major operational activities are carried out in China or its main places of business are located in China, or the senior managers in charge of operation and management of the issuer are mostly Chinese citizens or are domiciled in China.

In addition, the Overseas Listing Trial Measures provide that the direct or indirect overseas listings of the assets of domestic companies through one or more acquisitions, share swaps, transfers or other transaction arrangements shall be subject to filing procedures in accordance with the Overseas Listing Trial Measures, which filing shall be submitted within three business days after the issuer submits its application documents relating to the initial public offering and/or listing or after the first public announcement of the relevant transaction (if the submission of relevant application documents is not required). Guidance for Application of Regulatory Rules - Overseas Offering and Listing No.1, promulgated by CSRC together with the Overseas Listing Trial Measures, provides that if a domestic enterprise completes an overseas offering through an overseas special purpose acquisition company, it shall submit the filing materials within three business days after such overseas special purposes acquisition company publicly announces such acquisition transaction.

Furthermore, on February 24, 2023, the CSRC revised the Provisions on Strengthening the Management of Confidentiality and Archives Related to the Overseas Issuance of Securities and Overseas Listing by Domestic Companies which were issued in 2009, or the Archives Rules. The revised Archives Rules came into effect together with the Overseas Listing Trial Measures on March 31, 2023. The revised Archives Rules expand their application to cover indirect overseas offering and listing, stipulating that a domestic company which plans to publicly disclose any documents and materials containing state secrets or working secrets of government agencies, shall first obtain approval from competent authorities according to law, and file with the secrecy administrative department at the same level.

As of the date of this proxy statement/prospectus, based on the facts that (i) the total assets, net assets, revenues and profits of PRC Entities accounts for more than 50% of Elong’s corresponding figures in the most recent accounting year and (ii) Elong’s major operational activities are carried out in China, Elong believes that it will be required to file with the CSRC in accordance with the Overseas Listing Trial Measures with respect to the Business Combination and must complete the filing before the completion of the Business Combination. As of the date of this proxy statement/prospectus, other than correspondence with the CSRC in connection with the CSRC filing procedures, Elong has not received any formal inquiry, notice, warning, sanction, or any regulatory objection from the CSRC with respect to this Business Combination. Elong completed the filing procedures in connection with the Business Combination under the Overseas Listing Trial Measures on June 17, 2024 and CSRC published the notification on Elong’s completion of the required filing procedures on the same date on its official website. However, if the filing procedures with the CSRC under the Overseas Listing Trial Measures are required for any future offerings or any other capital raising activities, Elong cannot assure you that it will be able to complete such filings in a timely manner, or even at all.

Any failure by Elong to comply with such filing requirements under the Overseas Listing Trial Measures may result in an order to rectify, warnings and fines against Elong and could materially hinder its ability to offer or continue to offer its securities.

In addition, Elong cannot guarantee that new rules or regulations promulgated in the future will not impose any additional requirement on Elong and New Elong following the consummation of the Business Combination or otherwise tightens the regulations on overseas listing of PRC domestic companies. If it is determined that the Business Combination is subject to any CSRC approval, filing, other governmental authorization or requirements, Elong cannot assure you that Elong could obtain such approval or meet such requirements in a timely manner or at all. Such failure may subject Elong and New Elong following the consummation of the Business Combination to fines, penalties or other sanctions which may have a material adverse effect on Elong’s and following the consummation of the Business Combination, New Elong’s business and financial conditions as well as its ability to complete the Business Combination.

The approval of and the filing with CAC or other PRC government authorities may be required in connection with Elong’s and following the consummation of the Business Combination, New Elong’s capital raising activities under PRC laws, and, if required, Elong and New Elong following the consummation of the Business Combination cannot predict whether it will be able or how long it will take to obtain such approval or complete such filing.

On June 10, 2021, the SCNPC promulgated the PRC Data Security Law, which took effect in September 2021. The PRC Data Security Law imposes data security and privacy obligations on entities and individuals carrying out data activities and introduces a data classification and hierarchical protection system based on the importance of data in economic and social development, and the degree of harm it will cause to national security, public interests, or legitimate rights and interests of individuals or organizations when such data is tampered with, destroyed, leaked, illegally acquired or used. The PRC Data Security Law also provides for a national security review procedure for data activities that may affect national security and imposes export restrictions on certain data and information. In early July 2021, regulatory authorities in China launched cybersecurity investigations with regard to several China-based companies that are listed in the United States.

On November 14, 2021, the Cyberspace Administration of the PRC (the “CAC”) released the Regulations on the Network Data Security Management (Draft for Comments) (the “Data Security Management Regulations Draft”), for public comments with the comment period expiring on December 13, 2021. Pursuant to the Data Security Management Regulations Draft, data handlers that process the personal information of more than one million users listing in a foreign country should apply for a cybersecurity review.

On December 28, 2021, the CAC, together with 12 other governmental departments of the PRC, jointly promulgated the Measures for Cybersecurity Review (2021), which became effective on February 15, 2022. The Measures for Cybersecurity Review (2021) provides that, in addition to operators of critical information infrastructure that intend to purchase Internet products and services, data handlers engaging in data processing activities that affect or may affect national security must be subject to cybersecurity review by the Cybersecurity Review Office of the PRC. According to the Measures for Cybersecurity Review (2021), a cybersecurity review assesses potential national security risks that may be brought about by any procurement, data processing, or overseas listing. The Measures for Cybersecurity Review (2021) further requires that critical information infrastructure operators and data processing operators that possess personal data of at least one million users must apply for a review by the Cybersecurity Review Office of the PRC before conducting listings in foreign countries.

Elong’s business does not involve the collection of user data, implicate cybersecurity, or involve any other type of restricted industry and Elong does not believe it is an “operator of critical information infrastructure”, “online platform operators” or “data handler” as mentioned above. However, since the Measures for Cybersecurity Review (2021) was newly adopted and the Data Security Management Regulations Draft is in the process of being formulated, it cannot be determined how it will be interpreted, amended and implemented by the relevant PRC governmental authorities. Thus, Elong cannot assure you that it will not be deemed an “operator of critical information infrastructure”, “online platform operators” or “data handler” as mentioned above.

As of the date of this proxy statement/prospectus, Elong and PRC Entities have not been involved in any investigations on cybersecurity review initiated by the CAC or related governmental regulatory authorities, and have not received any notice from any authorities identifying any of PRC Entities as an operator of critical information infrastructure or requiring Elong or PRC Entities to obtain permissions from any PRC authorities to consummate the Business Combination.

Elong has been closely monitoring regulatory developments in China regarding any necessary approvals from the CAC or other PRC governmental authorities required for overseas listings, including the Business Combination. As of the date of this proxy statement/prospectus, Elong has not received any inquiry, notice, warning, sanctions or regulatory objection to the Business Combination from the CAC or other PRC governmental authorities. If Elong is required in the future by the CAC or any other regulatory authority to obtain relevant approval for this Business Combination, Elong cannot assure you that it will be able to obtain or maintain such approval in a timely manner, or even at all. If Elong inadvertently concluded that such approval was not required or if applicable laws and regulations or the interpretation of such were modified to require Elong to obtain such approval in the future, Elong may face sanctions by the CAC or other PRC regulatory agencies. The CAC or other PRC regulatory agencies also may take regulatory actions requiring Elong, or making it advisable for Elong, to halt this Business Combination before the Closing. Consequently, if you engage in market trading or other activities in anticipation of and prior to the Closing, you do so at the risk that the Closing may not occur.

Any negative outcome or publicity regarding such an approval requirement could have a material adverse effect on the trading price of New Elong’s securities. The CAC and other PRC regulatory agencies may impose fines and penalties on Elong’s and following the consummation of the Business Combination, New Elong’s operations in the Chinese mainland, limit its ability to pay dividends outside of the Chinese mainland, limit its operations in the Chinese mainland, delay or restrict the repatriation of the proceeds into the Chinese mainland or take other actions that could have a material adverse effect on Elong’s business, financial condition, results of operations and prospects, as well as the trading price of its securities.

PRC regulation of loans and direct investment by offshore holding companies to PRC entities may delay or prevent Elong from using the proceeds of offshore fund-raising activities, to make loans or additional capital contributions to PRC Entities, which could materially and adversely affect its liquidity and its ability to fund and expand its business.

Elong is an offshore holding company conducting substantially all of its operations in China through its subsidiaries established in the Chinese mainland. Elong may be unable to use the proceeds of this Business Combination to grow its business until PRC Entities receive such proceeds in the PRC. Elong may make loans to PRC Entities only subject to the approval from governmental authorities potential of amount, or may make additional capital contributions to PRC Entities. Any foreign loans procured by PRC Entities is required to be registered with the China’s State Administration of Foreign Exchange (the “SAFE”) in its local branches and satisfy relevant requirements, and PRC Entities may not procure loans which exceed the difference between its respective total project investment amount and registered capital or three times (which may be continuously developing due to the PRC’s national macro-control policy) of the net worth of PRC Entities. According to the relevant PRC regulations on foreign-invested enterprises in China, capital contributions to PRC Entities are subject to the registration with the SAMR in its local branches, report submission to the MOFCOM in its local branches and registration with a local bank authorized by SAFE.

In addition, a foreign invested enterprise, or a FIE shall use its capital pursuant to the principle of authenticity and self-use within its business scope. The capital of a FIE shall not be used for the following purposes: (i) directly or indirectly used for payment beyond the business scope of the enterprises or the payment prohibited by relevant laws and regulations; (ii) directly or indirectly used for investment in securities or investments other than banks’ principal-secured products unless otherwise provided by relevant laws and regulations; (iii) the granting of loans to non-affiliated enterprises, except where it is expressly permitted in the business license; and (iv) paying the expenses related to the purchase of real estate that is not for self-use (except for the foreign-invested real estate enterprises).

SAFE promulgated the Notice of the State Administration of Foreign Exchange on Reforming the Administration of Foreign Exchange Settlement of Capital of Foreign-invested Enterprises (“SAFE Circular 19”), effective since June 2015, in replacement of the Circular on the Relevant Operating Issues Concerning the Improvement of the Administration of the Payment and Settlement of Foreign Currency Capital of Foreign-Invested Enterprises, the Notice from the State Administration of Foreign Exchange on Relevant Issues Concerning Strengthening the Administration of Foreign Exchange Businesses, and the Circular on Further Clarification and Regulation of the Issues Concerning the Administration of Certain Capital Account Foreign Exchange Businesses. According to SAFE Circular 19, the flow and use of the RMB capital converted from foreign currency-denominated registered capital of a foreign-invested company is regulated such that RMB capital may not be used for the issuance of RMB entrusted loans, the repayment of inter-enterprise loans or the repayment of banks loans that have been transferred to a third party. Although SAFE Circular 19 allows RMB capital converted from foreign currency-denominated registered capital of a foreign-invested enterprise to be used for equity investments within the Chinese mainland, it also reiterates the principle that RMB converted from the foreign currency-denominated capital of a foreign-invested company may not be directly or indirectly used for purposes beyond its business scope. Thus, it cannot be concluded whether SAFE will permit such capital to be used for equity investments in the Chinese mainland in actual practice. SAFE promulgated the Notice of the State Administration of Foreign Exchange on Reforming and Standardizing the Foreign Exchange Settlement Management Policy of Capital Account, or SAFE Circular 16, effective on June 9, 2016, which reiterates some of the rules set forth in SAFE Circular 19, but changes the prohibition against using RMB capital converted from foreign currency-denominated registered capital of a foreign-invested company to issue RMB entrusted loans to a prohibition against using such capital to issue loans to non-associated enterprises. Violations of SAFE Circular 19 and SAFE Circular 16 could result in administrative penalties. SAFE Circular 19 and SAFE Circular 16 may limit its ability to transfer any foreign currency Elong and New Elong following the consummation of the Business Combination hold, including the net proceeds from this offering to PRC Entities, which may adversely affect its liquidity and its ability to fund and expand its business in China.

On October 23, 2019, the SAFE promulgated the Notice of the State Administration of Foreign Exchange on Further Promoting the Convenience of Cross-border Trade and Investment, or the SAFE Circular 28, which, among other things, allows all foreign-invested companies to use Renminbi converted from foreign currency-denominated capital for equity investments in the Chinese mainland, subject to certain conditions. However, since the SAFE Circular 28 is newly promulgated, its interpretation and implementation in practice are still subject to further development, and it is also unclear how SAFE and competent banks will carry this out in practice.

In light of the various requirements imposed by PRC regulations on loans to and direct investment in PRC entities by offshore holding companies, Elong cannot assure you that it will be able to complete the necessary government registrations or obtain the necessary government approvals on a timely basis, if at all, with respect to future loans or future capital contributions by Elong to PRC Entities. As a result, Elong’s and following the Business Combination, New Elong’s ability to provide prompt financial support to PRC Entities may be subject to further regulations and requirements. If Elong fails to complete such registrations or obtain such approvals, its ability to use the proceeds it expects to receive from this Business Combination and to capitalize or otherwise fund PRC operations may be negatively affected, which could materially and adversely affect its liquidity and its ability to fund and expand its business.

Elong may experience delays and/or failures in obtaining and renewing relevant PRC governmental approvals, licenses, permits or others required for its new construction/expansion projects.

Elong is required to obtain various approvals, permits, licenses and certificates throughout multiple stages of its new construction/expansion projects, including, for example, planning permits, construction permits, certificates for passing environmental assessments, certificates for passing fire control assessments and certificates for passing construction completion inspections. Generally, such approvals, licenses, permits, certificates or inspections are only issued, renewed or completed after certain conditions have been satisfied. Elong cannot assure you that it will not encounter obstacles that delay it in obtaining or completing, or result in its failure to obtain or complete, the required approvals or inspections. In the event that Elong encounters significant delays in obtaining or renewing the necessary government approvals for any of its new construction/expansion projects, or fail to timely complete the inspections for its new production facilities, Elong will not be able to continue with such development plans or production activities, and its business, financial condition and results of operations may be adversely affected.

The enforcement of the PRC Labor Contract Law and other labor-related regulations in the PRC may adversely affect Elong’s and following the Business Combination, New Elong’s business and results of operations.

The Standing Committee of the National People’s Congress enacted the Labor Contract Law in 2008, and amended it on December 28, 2012. The Labor Contract Law introduced specific provisions related to fixed-term employment contracts, part-time employment, probationary periods, consultation with labor unions and employee assemblies, employment without a written contract, dismissal of employees, severance, and collective bargaining to enhance previous PRC labor laws. In the event that Elong decides to terminate the labor relationships with some of its employees or otherwise change its employment or labor practices, the Labor Contract Law and its implementation rules may limit its ability to effect those changes in a desirable or cost-effective manner, which could adversely affect its business and results of operations.

In addition, PRC governmental authorities have introduced various new labor-related regulations since the effectiveness of the Labor Contract Law. Companies operating in China are required to participate in various government-mandated employee benefit contribution plans, including certain social insurance, housing funds and other welfare-oriented payment obligations, and contribute to the plans in amounts equal to certain percentages of salaries, including bonuses and allowances, of its employees. Elong may not have paid social insurance and housing fund contributions in strict compliance with the relevant PRC regulations for and on behalf of its employees due to differences in local regulations and different implementation or interpretation by local authorities in the PRC and varying levels of acceptance of the housing fund system by its employees. Elong may be required to make up the contributions for these plans as well as late payment penalties and fines in relation to the underpaid employee benefits and under-withheld individual income tax, its financial condition and results of operations may be adversely affected. Furthermore, the Labor Contract Law and labor-related regulations have imposed stringent requirements on labor dispatch, the number of dispatched contract workers that an employer hires may not exceed a certain percentage of its total number of employees, to be decided by the Ministry of Human Resources and Social Security and the dispatched contract workers may only engage in temporary, auxiliary or substitute work. According to the Interim Provisions on Labor Dispatch promulgated by the Ministry of Human Resources and Social Security on January 24, 2014, which became effective on March 1, 2014, the number of dispatched contract workers hired by an employer shall not exceed 10% of the total number of its employees (including both directly hired employees and dispatched contract workers). The Interim Provisions further requires the employer that is not in compliance with the above provisions to formulate a plan to reduce the number of its dispatched contract workers to below 10% of the total number of its employees. Elong cannot assure you it has strictly complied with such requirements, which may subject Elong to administrative penalties imposed by PRC authorities.

As the interpretation and implementation of these regulations are still evolving, employment practices of the PRC Entities may not be at all times deemed in compliance with the regulations. If the PRC Entities are deemed to have violated relevant labor laws and regulations, Elong could be required to provide additional compensation to its employees and its business, financial condition and results of operations could be materially and adversely affected.

Elong may be involved in legal or other proceedings arising out of their operations from time to time and may face reputational risks and significant liabilities as a result.

Elong may be involved from time to time in disputes with various parties involved in its business operations, including but not limited to its customers, suppliers, employees, logistics service providers, insurers and banks. These disputes may lead to legal or other proceedings, including threatened proceedings, which may result in damages to its reputation, substantial costs and diversion of Elong’s resources and management’s attention.

In addition, Elong may encounter additional compliance issues in the course of operations, which may subject Elong to administrative proceedings and unfavorable results, and result in liabilities and delays relating to its production or product launch schedules. Elong cannot assure you as to the outcome of such legal proceedings, and any negative outcome may materially and adversely affect its business, financial condition and results of operations.

PRC regulations relating to investments in offshore companies by PRC residents may subject PRC-resident beneficial owners or PRC Entities to liability or penalties, limit Elong’s ability to inject capital into PRC Entities or limit PRC Entities’ ability to increase their registered capital or distribute profits to it, or may otherwise adversely affect Elong and New Elong following the Consummation of the Business Combination.

On July 4, 2014, SAFE issued the Circular on Relevant Issues Concerning Foreign Exchange Administration on Domestic Residents’ Offshore Investment and Financing and Roundtrip Investment through Special Purpose Vehicles (“Circular 37”). Circular 37 replaced the Notice on Issues Relating to the Administration of Foreign Exchange in Fund-Raising and Reverse Investment Activities of Domestic Residents Conducted Through Offshore Special Purpose Companies (“Notice 75”), which became effective on November 1, 2005. Circular 37 stipulates that prior to establishing or assuming control of an offshore company (the “Offshore SPV”), for financing that Offshore SPV with assets of, or equity interests in, an enterprise in the PRC, each PRC resident (whether a natural or legal person) who is a beneficial owner of the Offshore SPV must complete prescribed registration procedures with the local branch of SAFE. Pursuant to Circular 37, PRC residents must amend their SAFE registrations under certain circumstances, including upon any injection of equity interests in, or assets of, a PRC enterprise to the Offshore SPV or upon any material change in the capital of the Offshore SPV (including a transfer or swap of shares, a merger or division).

On February 13, 2015, SAFE issued the Notice on Further Simplifying and Improving Policies for the Foreign Exchange Administration of Direct Investment (“Notice 13”). Notice 13 states that local PRC banks will examine and handle foreign exchange registrations for overseas direct investment, including the initial foreign exchange registration and amendment registration, from June 1, 2015.

On December 26, 2017, the NDRC issued the Measures for the Administration of Overseas Investment of Enterprises (“Measures 11”), which became effective from March 1, 2018. Measures 11 states that PRC enterprises must obtain approval from the NDRC or file with the NDRC their offshore investments made through controlled Offshore SPVs.

Pursuant to the Measures 11 and the Measures for the Administration of Outbound Investment published by the MOFCOM in September 2014, any outbound investment of PRC enterprises must be approved by or filed with MOFCOM, NDRC or their local branches. State-owned enterprises may also be required to complete approval or filing procedures with state-owned assets supervision and administration authorities with respect to certain outbound direct investments.

Elong has requested or intends to take all necessary measures to require its shareholders and beneficial owners who, to its knowledge, are PRC residents to make the necessary applications, filings and amendments in accordance with these regulations. However, Elong may not at all times be fully aware or informed of the identities of all its shareholders or beneficial owners that are required to make such registrations or filings, and may not always be able to compel them to comply with all relevant foreign exchange regulations. Elong cannot assure you, however, that all of these shareholders or beneficial owners may continue to make required filings or updates in a timely manner, or at all.

Any failure or inability by such shareholders or beneficial owners to comply with such regulations may subject Elong to fines or legal sanctions, such as restrictions on Elong’s cross-border investment activities or PRC Entities’ ability to distribute dividends to, or obtain foreign exchange-denominated loans from, Elong, or prevent them from making distributions or paying dividends. As a result, Elong’s business operations and their ability to make distributions to you could be adversely affected.

Furthermore, as the interpretation and implementation of these regulations have been constantly evolving, it cannot be concluded how these regulations, and any future regulation concerning offshore or cross-border transactions, will be interpreted, amended and implemented by the relevant government authorities in the future. For example, Elong may be subject to a more stringent review and approval process with respect to its foreign exchange activities, such as remittance of dividends and foreign-currency-denominated borrowings, which may adversely affect its financial condition and results of operations. In addition, if Elong decide to acquire a PRC domestic company, it cannot assure you that Elong or the owners of such company, as the case may be, will be able to obtain the necessary approvals or complete the necessary filings and registrations required by the foreign exchange regulations. This may restrict Elong’s ability to implement future acquisition strategy and could adversely affect its business and prospects.

Any failure to comply with PRC regulations regarding the registration requirements for employee stock incentive plans may subject the PRC plan participants or Elong and New Elong following the Consummation of the Business Combination to fines and other legal or administrative sanctions.

Pursuant to the Notices on Issues Concerning the Foreign Exchange Administration for Domestic Individuals Participating in Stock Incentive Plan of Overseas Publicly-Listed Company, promulgated by SAFE in 2012 (“SAFE Notices No. 7”), PRC citizens and non-PRC citizens who reside in the Chinese mainland for a continuous period of no less than one year who participate in any stock incentive plan of an overseas publicly listed company offered to the director, supervisor, senior management and other employees of, and any individual who has labor relationship with its domestic affiliated entities are required to register with SAFE through a domestic qualified agent, which could be a PRC subsidiary of such overseas listed company, and complete certain other procedures. In addition, an overseas entrusted institution must be retained to handle matters in connection with the exercise or sale of stock options and the purchase or sale of shares and interests. Elong and its directors, executive officers and other employees who are PRC citizens or who reside in the PRC for a continuous period of no less than one year and who have been or expects to be granted stock options will be subject to these regulations when Elong becomes an overseas listed company upon the consummation of this Business Combination. Failure to complete the SAFE registrations for Elong’s employee incentive plans after the Business Combination may subject them to fines and legal sanctions and may also limit Elong’s ability to contribute additional capital into PRC Entities and limit PRC Entities’ ability to distribute dividends to Elong and New Elong following the Consummation of the Business Combination. Elong may also face regulatory requirements that are constantly evolving and that could restrict its ability to adopt additional incentive plans for its directors, executive officers and employees under PRC law.

In addition, the SAT has issued certain circulars concerning employee stock options and restricted shares. Under these circulars, Elong’s employees working in the Chinese mainland who exercise stock options or are granted restricted shares will be subject to PRC individual income tax. PRC Entities have obligations to file documents related to employee stock options or restricted shares with relevant tax authorities and to withhold individual income taxes of those employees who exercise their share options or are granted with restricted shares. If Elong’s employees fail to pay or Elong fail to withhold their income taxes according to relevant laws and regulations, Elong may face sanctions imposed by the tax authorities or other PRC governmental authorities.

Elong may rely on dividends and other distributions on equity paid by PRC subsidiaries to fund any cash and financing requirements it may have, and any limitation on the ability of its PRC subsidiaries to make payments to Elong could have a material and adverse effect on its ability to conduct its business.

Elong may rely principally on dividends and other distributions on equity paid by its PRC subsidiaries for the cash and financing requirements, including the funds necessary to pay dividends and other cash distributions to its shareholders and service any debt it may incur. If its PRC subsidiaries incur debt on their own behalf in the future, the instruments governing the debt may restrict their ability to pay dividends or make other distributions to Elong.

Under PRC laws and regulations, Elong’s operating subsidiary in the PRC, may pay dividends only out of their accumulated profits as determined in accordance with PRC accounting standards and regulations. In addition, a wholly foreign-owned enterprise, such as Elong Ganzhou, is required to set aside at least 10% of its accumulated after-tax profits after making up the previous year’s accumulated losses each year, if any, to fund statutory reserve funds, until the aggregate amount of such fund reaches 50% of its registered capital. It may allocate a portion of its after-tax profits based on PRC accounting standards to discretionary reserve funds according to its shareholder’s decision. These statutory reserve funds and discretionary reserve funds are not distributable as cash dividends.

Any limitation on the ability of Elong’s PRC subsidiaries to pay dividends or make other distributions could materially and adversely limit its ability to grow, make investments or acquisitions that could be beneficial to its business, pay dividends, or otherwise fund and conduct its business.

Elong may be treated as a resident enterprise for PRC tax purposes under the PRC Enterprise Income Tax Law and may therefore be subject to PRC income tax.

Under the PRC Enterprise Income Tax Law effective from January 1, 2008 and last amended on December 29, 2018, as well as its implementation rules effective from January 1, 2008 and amended on April 23, 2019, an enterprise established outside of the PRC with a “de facto management body” in the PRC is considered a resident enterprise and will be subject to a 25% enterprise income tax on its global income. The implementation rules define the term “de facto management body” as an establishment that carries out substantial and overall management and control over the manufacturing and operations, personnel, accounting and properties of an enterprise.

The State Administration of Taxation has issued guidance, known as Circular 82, which provides certain specific criteria for determining whether the “de facto management body” of a Chinese-controlled offshore-incorporated enterprise is located in China. Circular 82 only applies to offshore enterprises controlled by PRC enterprises, not those, such as Elong, controlled by foreign enterprises or individuals.

However, the determining criteria set forth in Circular 82 may reflect the State Administration of Taxation’s general position on how the “de facto management body” test should determine the tax resident status of offshore enterprises, regardless of whether they are controlled by PRC enterprises. If the PRC tax authorities determine that Elong is a PRC resident enterprise for enterprise income tax purposes, Elong would be subject to PRC enterprise income on its worldwide income at the rate of 25%. Furthermore, if Elong is deemed the PRC resident enterprises, dividends paid to its non-PRC individual shareholders and any gain realized on the transfer of ordinary shares by such shareholders may be subject to PRC tax at a rate of 20% (which, in the case of dividends, may be withheld at source). These rates may be reduced by an applicable tax treaty, but it is subject to authority’s interpretation of the applicable tax treaty on whether non-PRC shareholders of Elong would be able to claim the benefits of any tax treaties between their country of tax residence and the PRC in the event that Elong is treated as the PRC resident enterprises. Any such tax may reduce the returns on your investment in Elong Class A Ordinary Shares.

Dividends payable to foreign investors and gains on the sale of Elong Class A Ordinary Shares by foreign investors may become subject to PRC tax law.

Under the PRC Enterprise Income Tax Law and its implementing rules, in general, a 10% PRC withholding tax is applicable to dividends payable to investors that are non-resident enterprises that do not have an establishment or place of business in the PRC, or have such establishment or place of business but the dividends are not effectively connected with such establishment or place of business, in each case to the extent such dividends are derived from sources within the PRC. Similarly, any gain realized on the transfer of Elong Class A Ordinary Shares by such investors is also subject to PRC tax at a current rate of 10%, subject to any reduction or exemption set forth in relevant tax treaties, if such gain is regarded as income derived from sources within the PRC.

If Elong is deemed as a PRC resident enterprise, dividends paid on Elong Class A Ordinary Shares, and any gain realized from the transfer of the Elong Class A Ordinary Shares, will be treated as income derived from sources within the PRC and be subject to PRC taxation. Furthermore, if Elong is deemed as a PRC resident enterprise, dividends payable to individual investors who are non-PRC residents and any gain realized on the transfer of the Elong Class A Ordinary Shares by such investors may be subject to PRC tax at a current rate of 20%, subject to any reduction or exemption set forth in applicable tax treaties.

If Elong and New Elong or any of its subsidiaries established outside China are considered a PRC resident enterprise, it is unclear whether holders of the Elong Class A Ordinary Shares can claim the benefit of income tax treaties or agreements entered into between China and other countries or areas. If dividends payable to non-PRC investors or gains from the transfer of the Elong Class A Ordinary Shares by such investors are subject to PRC tax, the value of your investment in the Elong Class A Ordinary Shares may decline significantly

Elong’s shareholders face uncertainties with respect to indirect transfers of equity interests in PRC resident enterprises by their non-PRC holding companies.

On February 3, 2015, the State Administration of Taxation issued the Circular on Issues of Enterprise Income Tax on Indirect Transfers of Assets by Non-PRC Resident Enterprises (“Circular 7”), which replaced or supplemented certain previous rules under the Notice on Strengthening Administration of Enterprise Income Tax for Share Transfers by Non-PRC Resident Enterprises (the “Circular 698”), issued by the State Administration of Taxation on December 10, 2009. Circular 7 sets out a wider scope of indirect transfer of PRC assets that might be subject to PRC enterprise income tax. Circular 7 also includes detailed guidelines regarding when such indirect transfer is considered to lack a bona fide commercial purpose and thus regarded as avoiding PRC tax. On October 17, 2017, the SAT issued the Announcement on Issues Relating to Withholding at Source of Income Tax of Non-resident Enterprises (the “SAT Circular 37”), which came into effect on December 1, 2017 and was amended on June 15, 2018. SAT Circular 37 further clarifies the practices and procedures for withholding non-resident enterprise income tax.

The conditional reporting obligation of the non-PRC investor under Circular 698 is replaced by a voluntary reporting by the transferor, the transferee or the underlying PRC resident enterprise transferred. Using a “substance over form” principle, PRC tax authorities may disregard the existence of the overseas holding company if the company lacks a reasonable commercial purpose and was established for the purpose of reducing, avoiding or deferring PRC tax. As a result, gains derived from such indirect transfer may be subject to PRC enterprise income tax, currently at a rate of 10%, and the transferee has an obligation to withhold tax from the sale proceeds.

Gains from the sale of shares by investors through a public stock exchange are not subject to the PRC enterprise income tax pursuant to Circular 7 where such shares were acquired in a transaction through a public stock exchange.

There remains uncertainty as to the interpretation and application of Circular 7 and the SAT Circular 37. PRC tax authorities may determine that Circular 7 and the SAT Circular 37 are applicable to offshore restructuring transactions or sale of the shares of offshore subsidiaries where non-resident enterprises, as the transferors, were involved. PRC tax authorities may pursue such non-resident enterprises with respect to a filing regarding the transactions and request PRC Entities to assist in the filing.

As a result, Elong’s non-resident subsidiaries in such transactions may risk being subject to filing obligations or being taxed under Circular 7 and the SAT Circular 37, unless it can be justified that the transactions are of reasonable business purposes such as group restructuring or other allowed circumstances. Practically, there has been no major transaction of similar nature challenged by the PRC tax authorities. However, given the constantly evolving tax administration in China and the uncertainties under Circular 7, Elong cannot assure you that there is no tax reporting or settlement risk for such transactions.

The requirements and legal procedures of currency conversion may limit the ability of Elong to utilize their revenues effectively and affect the value of your investment.

The convertibility of Renminbi into foreign currencies and, in certain cases, the remittance of currency out of the Chinese mainland are subject to the applicable laws and regulations in the PRC. Elong receives substantially all of their net revenue in Renminbi. Under the current corporate structure, Elong primarily relies on dividend payments from PRC Entities to fund any cash and financing requirements it may have.

Under existing PRC foreign exchange regulations, payments of current account items, including profit distributions, interest payments and trade and service-related foreign exchange transactions, can be made in foreign currencies without prior approval of SAFE by complying with certain procedural requirements. Specifically, under the existing exchange restrictions, without prior approval of SAFE, cash generated from the operations of the PRC Entities in the Chinese mainland may be used to pay dividends to Elong. However, approval from or registration with appropriate government authorities is required, in principle, where RMB is to be converted into foreign currency and remitted out of the Chinese mainland to pay capital expenses such as the repayment of loans denominated in foreign currencies. As a result, Elong needs to obtain SAFE approval to use cash generated from the operations of the PRC Entities to pay off their respective debt in a currency other than Renminbi owed to entities outside the Chinese mainland, or to make other capital expenditure payments outside the Chinese mainland in a currency other than Renminbi. If Elong fails to meet the requirements under the PRC for obtaining sufficient foreign currencies, Elong may not be able to satisfy their foreign currency demands and pay dividends in foreign currencies to its shareholders, including holders of Elong Class A Ordinary Shares.

Since a significant amount of the PRC Entities’ revenue is denominated in Renminbi, any existing and future restrictions on currency exchange may limit their ability to utilize cash generated in Renminbi to fund their business activities outside of the PRC or pay dividends in foreign currencies to the shareholders, including holders of Elong Class A Ordinary Shares. These restrictions may also limit Elong’s ability to obtain foreign currency through debt or equity financing for its subsidiaries.

Elong’s securities may be prohibited from trading in the United States under the HFCAA in the future if the PCAOB is unable to inspect or investigate completely Elong’s auditor.

Pursuant to the Holding Foreign Companies Accountable Act (“HFCAA”), if the SEC determines that Elong has filed audit reports issued by a registered public accounting firm that has not been subject to inspections by the PCAOB for two consecutive years, the SEC will prohibit Elong’s securities from being traded on a national securities exchange or in the over-the-counter trading market in the United States.

On December 16, 2021, the PCAOB issued a report to notify the SEC of its determination that the PCAOB was unable to inspect or investigate completely registered public accounting firms headquartered in mainland China and Hong Kong and the auditor that issued the audit reports included in Elong’s financial statements for the fiscal year ended December 31, 2021 was subject to that determination. On December 15, 2022, the PCAOB removed mainland China and Hong Kong from the list of jurisdictions where it is unable to inspect or investigate completely registered public accounting firms.

Elong’s consolidated financial statements are currently audited by UHY LLP, which is registered with and subject to regular inspection by PCAOB. Each year, the PCAOB will determine whether it can inspect and investigate completely audit firms in mainland China and Hong Kong, among other jurisdictions. If the PCAOB determines in the future that it no longer has full access to inspect and investigate completely accounting firms in mainland China and Hong Kong and Elong uses an accounting firm headquartered in one of these jurisdictions to issue an audit report on PubCo’s financial statements filed with the SEC, Elong would be identified as a Commission-Identified Issuer following the filing of the annual report on Form 20-F for the relevant fiscal year. In accordance with the HFCAA, Elong’s securities would be prohibited from being traded on a national securities exchange or in the over-the-counter trading market in the United States if Elong is identified as a Commission-Identified Issuer for two consecutive years in the future. If Elong’s shares are prohibited from trading in the United States, there is no certainty that Elong will be able to list on a non-U.S. exchange or that a market for Elong’s shares will develop outside of the United States. A prohibition of being able to trade in the United States would substantially impair your ability to sell or purchase Elong’s securities when you wish to do so, and the risk and uncertainty associated with delisting would have a negative impact on the price of Elong’s securities. Also, such a prohibition would significantly affect Elong’s ability to raise capital on terms acceptable to us, or at all, which would have a material adverse impact on Elong’s business, financial condition, and prospects.

Fluctuations in the value of the Renminbi may materially adversely affect your investment.

The value of the Renminbi against the U.S. dollar and other currencies may fluctuate and is affected by, among other things, changes in economic conditions in China and by China’s foreign exchange policies. With the development of the foreign exchange market and progress towards interest rate liberalization and Renminbi internationalization, the PRC government may announce further changes to the exchange rate system, and the Renminbi may appreciate or depreciate significantly against the U.S. dollar. It is difficult to predict how market forces or PRC or U.S. government policy may impact the exchange rate between the Renminbi and the U.S. dollar.

Significant revaluation of the Renminbi may materially adversely affect your investment. For example, to the extent that Elong needs to convert U.S. dollars received from offshore financing activities into Renminbi for the operations, appreciation of the Renminbi against the U.S. dollar would decrease the Renminbi amount that Elong would have received from the conversion. Conversely, if Elong and its subsidiaries convert Renminbi into U.S. dollars for the purpose of making payments for dividends on the Elong Class A Ordinary Shares or for other business purposes, appreciation of the U.S. dollar against the Renminbi would reduce the U.S. dollar amount available to Elong and its subsidiaries.

The hedging options available in China may not be sufficient to reduce Elong’s exposure to exchange rate fluctuations. As of the date of this proxy statement/prospectus, Elong has not entered into any material hedging transactions to reduce its exposure to foreign currency exchange risk. While Elong may enter into hedging transactions in the future, the availability and effectiveness of these hedges may be limited, and Elong may not be able to adequately hedge their exposure. In addition, currency exchange losses may be magnified by PRC exchange control regulations that restrict Elong’s ability to convert Renminbi into foreign currency.

Risks Related to TMT Business and the Business Combination

TMT shareholders will have a reduced ownership and voting interest after the Business Combination and will exercise less influence over management.

Upon the issuance of Elong Class A Ordinary Shares in the Business Combination, current TMT shareholders’ percentage ownership will be diluted. Additionally, of the expected members of the New Elong Board after the completion of the Business Combination, two (2) of the five (5) directors are expected to be current directors of TMT or designated by TMT and the rest will be directors designated by Elong. The percentage of the outstanding Elong Class A Ordinary Shares that will be owned by current TMT shareholders as a group will vary based on the number of TMT Ordinary Shares for which the holders thereof request redemption in connection with the Business Combination. To illustrate the potential ownership percentages of current TMT shareholders under different redemption levels (and assuming the Earnout Shares have been paid, in order to present the maximum potential dilution to the TMT shareholders from the Business Combination), current TMT shareholders, as a group, will own (1) if there are no redemptions, 12.2% of the Elong Ordinary Shares expected to be outstanding immediately after the Business Combination (and 2.2% of the voting power), or (2) if there are full redemptions of the outstanding TMT Ordinary Shares (i.e., the maximum number of Public Shares that could be redeemed in connection with the Business Combination are redeemed, excluding any shares issuable pursuant to TMT Rights), 5.8% of the Elong Ordinary Shares expected to be outstanding immediately after the Business Combination (and 1.0% of the voting power). Because of this, current TMT shareholders, as a group, will have less influence on Elong’s board of directors, management and policies than they now have on the TMT Board and the management and policies of TMT. See the section entitled “Unaudited Pro Forma Condensed Combined Financial Information” of this proxy statement/prospectus for an illustration of the number of shares and percentage interests outstanding under scenarios that assume no redemptions of the Public Shares, redemption of 50% of the Public Shares and redemption of the maximum amount of Public Shares.

The consummation of the Business Combination is subject to a number of conditions, and if those conditions are not satisfied or waived, the Business Combination Agreement may be terminated in accordance with its terms and the Business Combination may not be completed.

The Business Combination Agreement is subject to a number of conditions which must be fulfilled in order to complete the Business Combination. Those conditions include: receipt of the Shareholder Approval by TMT; receipt of all requisite consents and approvals from government entities and third parties; TMT shall have net tangible assets of at least $5,000,001 at Closing (although, as described elsewhere, the parties are seeking approval of the holders of TMT Ordinary Shares at the extraordinary general meeting to remove the corresponding requirement from TMT’s M&A and expect to waive this condition to Closing); this Elong Registration Statement shall have become effective in accordance with the Securities Act; and the listing of the Elong Class A Ordinary Shares shall have been approved by Nasdaq. These conditions to the closing of the Business Combination may not be fulfilled in a timely manner or at all, and, accordingly, the closing of the Business Combination may be significantly delayed or not occur at all. In addition, the parties can mutually decide to terminate the Business Combination Agreement at any time, before or after shareholder approval, or TMT or the Seller may elect to terminate the Business Combination Agreement in certain other circumstances. See “Proposal 1—The Business Combination Proposal—The Business Combination Agreement—Termination” of this proxy statement/prospectus for additional information.

The Sponsor and some of TMT’s officers and directors may have conflicts of interest that may influence or have influenced them to support or approve the Business Combination without regard to your interests or in determining whether Elong is appropriate for TMT’s business combination.

The personal and financial interests of the Sponsor, officers and directors may influence or have influenced their motivation in identifying and selecting a target for the Business Combination, their support for completing the Business Combination and the operation of Elong following the Business Combination.

The Sponsor and its permitted transferee own 1,500,000 Founder Shares, which were issued for the payment of an aggregate of $25,000 of expenses on behalf of TMT. Such securities had an aggregate market value of approximately $16,665,000 based upon the closing price of $11.11 per TMT Ordinary Share on Nasdaq on August 30, 2024. In addition, in the TMT Private Placement consummated concurrently with TMT’s IPO, the Sponsor purchased 370,000 TMT Units at a price of $10.00 per unit, for an aggregate purchase price of $3,700,000. Such securities had an aggregate market value of approximately $4,151,400 based upon the closing price of $11.22 per TMT Unit on Nasdaq on August 30, 2024. TMT’s directors and officers also have pecuniary interests in the Founder Shares held by the Sponsor through their ownership interest in the Sponsor. The Sponsor has agreed to waive its rights to liquidating dissolutions from the trust account.

The Sponsor may be incentivized to complete the Business Combination, or an alternative business combination with a less favorable company or on terms less favorable to TMT shareholders, rather than to liquidate, in which case the Sponsor would lose its entire investment. In addition, because the Sponsor purchased the Founder Shares for $0.017 per share, the Sponsor may receive a positive return on its Founder Shares (and its investment as a whole), even if Public Shareholders experience a negative return on their investment after consummation of the Business Combination. As a result, the Sponsor and other officers and directors may have a conflict of interest in determining whether Elong is an appropriate business with which to effectuate a business combination and/or in evaluating the terms of the Business Combination.

Furthermore, TMT’s officers and directors, and their affiliates, may be entitled to reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on TMT’s behalf, such as identifying and investigating possible business targets and business combinations. However, if TMT fails to consummate a business combination within the completion window, they will not have any claim against the trust account for reimbursement. Accordingly, TMT may not be able to reimburse these expenses if the Business Combination or another business combination is not completed within the completion window. In considering these facts and the other information contained in this proxy statement/prospectus, you should be aware that TMT’s directors and officers may have financial interests in the Business Combination that may be different from, or in addition to, the interests of TMT shareholders, including as a result of their ownership interests in the Sponsor.

In addition to the interests described above, the Sponsor, some of TMT’s officers and directors and others may have the following conflicts:

The personal and financial interests of TMT’s officers and directors may have influenced their motivation in identifying and selecting Elong and completing a business combination with Elong. This risk may become more acute as the deadline of December 30, 2024 for completing a business combination nears.

The TMT Board was aware of and considered these interests, among other matters, in reaching the determination that the Business Combination Agreement and the transactions contemplated thereby, including the Merger, were advisable and in the best interests of, TMT and its shareholders. See the section entitled “Proposal 1—The Business Combination Proposal—Interests of Certain Persons in the Business Combination” of this proxy statement/prospectus for a detailed discussion of the special interests that the Sponsor and TMT directors and officers may have in the Business Combination.

Either TMT or Elong may waive one or more of the conditions to the Business Combination or certain of the other transactions contemplated by the Business Combination Agreement.

Either TMT or Elong may agree to waive, in whole or in part, some of the conditions to its obligations to consummate the Business Combination or certain of the other transactions contemplated by the Business Combination Agreement, to the extent permitted by TMT’s Existing Charter and applicable laws. For example, it is a condition to TMT’s obligations to consummate the Business Combination that certain of Elong’s representations and warranties are true and correct in all respects as of the closing date, except where the failure of such representations and warranties to be true and correct, individually or in the aggregate, have not had and would not reasonably be expected to have a material adverse effect. However, if the TMT Board determines that it is in the best interest of TMT shareholders to waive any such breach, then the TMT Board may elect to waive that condition and consummate the Business Combination.

The existence of financial and personal interests of one or more of TMT’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of TMT and its shareholders and what he, she or they may believe is best for himself or themselves in determining to recommend that shareholders vote for the proposals. In addition, TMT’s officers have interests in the Business Combination that may conflict with your interests as a shareholder. As of the date of this proxy statement/prospectus, TMT does not believe there will be any changes or waivers that its directors and officers would be likely to make after shareholder approval of the Business Combination has been obtained. While certain changes could be made without further shareholder approval, TMT will circulate a new or amended proxy statement/prospectus and resolicit TMT’s shareholders if changes to the terms of the Business Combination would have a material impact on its shareholders or represent a fundamental change in the proposals being voted upon. See the section entitled “Proposal 1—The Business Combination Proposal—Interests of Certain Persons in the Business Combination” of this proxy statement/prospectus for a further discussion of these considerations.

Termination of the Business Combination Agreement could negatively impact TMT.

If the Business Combination is not completed for any reason, including as a result of TMT’s shareholders declining to approve the proposals required to effect the Business Combination, the ongoing businesses of TMT may be adversely impacted and, without realizing any of the anticipated benefits of completing the Business Combination, TMT would be subject to a number of risks, including the following:

If the Business Combination Agreement is terminated and the TMT Board seeks another merger or business combination, TMT shareholders cannot be certain that TMT will be able to find another acquisition target that would constitute a business combination or that such other merger or business combination will be completed. See the section entitled “Proposal 1—The Business Combination Proposal—The Business Combination Agreement—Termination” of this proxy statement prospectus for additional information.

TMT and Elong will be subject to business uncertainties and contractual restrictions while the Business Combination is pending.

Uncertainty about the effect of the Business Combination on employees, merchants and customers may have an adverse effect on TMT and on Elong. These uncertainties may impair Elong’s ability to attract, retain and motivate key personnel until the Business Combination is completed, and could cause customers and others that deal with Elong to seek to change existing business relationships with them. Retention of certain employees may be challenging during the pendency of the Business Combination, as certain employees may experience uncertainty about their future roles. If key employees depart because of issues relating to the uncertainty and difficulty of integration or a desire not to remain with the business, Elong’s business following the Business Combination could be negatively impacted. In addition, the Business Combination agreement restricts Elong from making certain expenditures and taking other specified actions without the consent of TMT until the Business Combination occurs. These restrictions may prevent Elong from pursuing attractive business opportunities that may arise prior to the completion of the Business Combination. See the section entitled “Proposal 1—The Business Combination Proposal—The Business Combination Agreement” of this proxy statement/prospectus for additional information.

Delays in completing the Business Combination may substantially reduce the expected benefits of the Business Combination.

Satisfying the conditions to, and completion of, the Business Combination may take longer than, and could cost more than, TMT expects. Any delay in completing or any additional conditions imposed in order to complete the Business Combination may materially adversely affect the benefits that TMT expects to achieve from the Business Combination.

The unaudited pro forma condensed combined financial information included in this proxy statement/prospectus is preliminary and the actual financial condition and results of operations after the Business Combination may differ materially.

The unaudited pro forma financial information included in this proxy statement/prospectus is presented for illustrative purposes only and is not necessarily indicative of what Elong’s actual financial position or results of operations would have been had the Business Combination been completed on the date(s) indicated. The preparation of the pro forma financial information is based upon available information and certain assumptions and estimates that TMT and Elong currently believe are reasonable. The unaudited pro forma condensed combined information does not purport to indicate the results that would have been obtained had the Business Combination and related transactions actually been completed on the assumed date or for the periods presented, or which may be realized in the future. The pro forma adjustments are based on the information currently available and the assumptions and estimates underlying the pro forma adjustments are described in the accompanying notes. Actual results may differ materially from the assumptions within the accompanying unaudited pro forma condensed combined financial information. See the section entitled “Unaudited Pro Forma Condensed Combined Financial Information” of this proxy statement/prospectus for additional information.

Elong’s actual results may be significantly different from Elong’s projections, estimates, targets or forecasts.

Elong’s projections, estimates, targets and forecasts are forward-looking statements that are based on assumptions that are inherently subject to significant uncertainties and contingencies, many of which are beyond Elong’s control. While all projections, estimates, targets and forecasts are necessarily speculative, TMT and Elong believe that the preparation of prospective financial information involves increasingly higher levels of uncertainty the further out the projection, estimate, target or forecast extends from the date of preparation. The assumptions and estimates underlying the projected, expected or target results are inherently uncertain and are subject to a wide variety of significant business, economic, regulatory and competitive risks and uncertainties that could cause actual results to differ materially from those contained in such projections, estimates, targets and forecasts. Although the assumptions and estimates on which the projections and forecasts are based are believed by Elong’s management to be reasonable and based on the best then-currently available information, there will be differences between actual and forecasted results. Accordingly, Elong’s projections, estimates, targets and forecast should not be regarded as an indication that Elong, or its representatives, considered or consider the financial projections, estimates, targets to be a reliable prediction of future events.

TMT will incur significant transaction costs in connection with the Business Combination.

TMT has incurred and expects that it will incur significant, non-recurring costs in connection with consummating the Business Combination. TMT will also incur significant legal, financial advisor, accounting and banking fees, SEC filing fees, printing and mailing fees and other costs associated with the Business Combination. TMT estimates that it will incur approximately $1,033,000 in transaction costs related to the Business Combination, in addition to the 900,000 shares issuable to Ever Talent Consultants Limited. Some of these costs are payable regardless of whether the Business Combination is completed. See the section entitled “Proposal 1—The Business Combination Proposal—The Business Combination Agreement” of this proxy statement/prospectus for additional information.

The Sponsor has agreed to vote in favor of the Proposals at the Meeting, regardless of how the Public Shareholders vote.

It is expected that, as of the Record Date, the Sponsor and the other Insiders will own Founder Shares and TMT Private Placement Shares representing approximately 29.1% of the outstanding TMT Ordinary Shares. The Sponsor and the other Insiders have agreed to vote in favor of the Business Combination Proposal with respect to the Founder Shares and TMT Private Placement Shares (as well as any Public Shares subsequently purchased by them), subject to applicable securities laws. The Sponsor also has agreed to, and the other Insiders have indicated their intention to, vote in favor of the other proposals to be presented at the extraordinary general meeting, including the other Condition Precedent Proposal, subject to applicable securities laws.

TMT may not be able to consummate the Business Combination or a business combination within the required time period, in which case it would cease all operations except for the purpose of winding up and it would redeem Public Shares and liquidate, in which case the Public Shareholders may only receive $11.14 per share (based on the balance in the trust account as of August 30, 2024, after taking into account redemptions in connection with the Extension Amendment,), or less than such amount in certain circumstances.

If TMT is unable to complete a business combination before December 30, 2024 or amend its Existing Charter to extend the date by which TMT must complete a business combination, TMT will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (less taxes payable and up to $100,000 of interest income to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any) and (iii) as promptly as reasonably possible following such redemption, subject to the approval of TMT’s remaining shareholders and the TMT Board, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to TMT’s obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law.

TMT does not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for TMT to consummate a business combination even if a substantial majority of Public Shareholders determine to redeem their shares.

TMT’s M&A does not provide a specified maximum redemption threshold, except that in no event will TMT redeem Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001 (such that TMT is not subject to the SEC’s “penny stock” rules). However, as described elsewhere, the parties are seeking approval of the holders of TMT Ordinary Shares at the extraordinary general meeting to remove this requirement from TMT’s M&A and expect to waive the corresponding condition to Closing. As a result, TMT may be able to consummate the Business Combination even if a substantial majority of its Public Shareholders have redeemed their Public Shares.

If the NTA Proposal is approved, TMT may fail to meet the NASDAQ continued listing requirements which could result in an inability of TMT or Elong to list securities on NASDAQ and could affect the consummation of the Business Combination or require them to comply with the “penny stock” rules.

TMT’s current third amended and restated memorandum and articles of association limits TMT’s ability to redeem TMT Ordinary Shares in connection with a business combination, if such redemptions would cause TMT to have less than $5,000,001 in net tangible assets. The purpose of such limitation is to ensure that the TMT Ordinary Shares are not deemed to be “penny stocks” pursuant to Rule 3a51-1 under the Exchange Act since by complying with an exclusion to the “penny stock” rules for companies that have net tangible assets of at least $5,000,001 TMT would continue, as it has since the IPO, to not be subject to the “penny stock” rules of the SEC, and therefore not a “blank check company” as defined under Rule 419 of the Securities Act. However, TMT believes that it may rely on an exclusion even if it fails to have an NTA of at least $5,000,001 based upon its being listed on NASDAQ. If the NTA Proposal is approved, TMT’s possible failure to meet the continued listing requirements of NASDAQ could result in an inability of TMT or Elong to list their securities on NASDAQ, either resulting in an inability to consummate the Business Combination unless the condition to be listed on NASDAQ required by the Business Combination Agreement is waived or, if that condition is waived, being subject to the obligation to comply with the penny stock trading rules. See “The NTA Proposal.”

In the event that a significant number of Public Shares are redeemed, New Elong securities may be less liquid following the Business Combination than TMT Ordinary Shares were prior to the Business Combination.

Following the Business Combination, as a result of potential additional redemptions, New Elong may be left with a significantly smaller number of shareholders. As a result, trading in the shares of Elong Class A Ordinary Shares may be limited, and your ability to sell your shares in the market could be adversely affected. New Elong intends to apply to list the Elong Class A Ordinary Shares on Nasdaq, but Nasdaq may not list New Elong securities, which could limit investors’ ability to engage in transactions in New Elong’s securities and subject New Elong to additional trading restrictions.

If third parties bring claims against TMT, the proceeds held in the trust account could be reduced and the per-share redemption amount received by Public Shareholders may be less than $10.20 per Public Share initially held in the trust account.

TMT’s placing of funds in the trust account may not protect those funds from third-party claims against TMT. Although TMT has sought to have all vendors, service providers, prospective target businesses and other entities with which it does business execute agreements with TMT waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of Public Shareholders, such parties may not execute such agreements, or even if they execute such agreements they may not be prevented from bringing claims against the trust account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against TMT’s assets, including the funds held in the trust account. If any third party refuses to execute an agreement waiving such claims to the monies held in the trust account, TMT’s management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third party that has not executed a waiver if management believes that such third party’s engagement would be significantly more beneficial to TMT than any alternative. TMT is not aware of any product or service providers who have not or will not provide such waiver other than the underwriters of the IPO and TMT’s independent registered public accounting firm.

Upon redemption of Public Shares, if TMT does not complete its business combination within the prescribed timeframe, or upon the exercise of a redemption right in connection with the Business Combination, TMT will be required to provide for payment of claims of creditors that were not waived that may be brought against it within the ten (10) years following redemption. Accordingly, the per-share redemption amount received by Public Shareholders could be less than the $10.20 per Public Share initially held in the trust account, due to claims of such creditors. Pursuant to the Sponsor Letter Agreement, the Sponsor has agreed that it will be liable to TMT if and to the extent any claims by a third party for services rendered or products sold to TMT, or a prospective target business with which TMT has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the trust account to below the lesser of (i) $10.20 per Public Share and (ii) the actual amount per Public Share held in the trust account as of the date of the liquidation of the trust account, if less than $10.20 per Public Share due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn to pay TMT’s tax obligations, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable) nor will it apply to any claims under TMT’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. However, TMT has not asked the Sponsor to reserve for such indemnification obligations, nor has TMT independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and TMT believes that the Sponsor’s only assets are securities of TMT. Therefore, TMT cannot assure you that the Sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully made against the trust account, the funds available for the Business Combination and redemptions could be reduced to less than $10.20 per Public Share. In such event, TMT may not be able to complete the Business Combination, and you would receive such lesser amount per share in connection with any redemption of your Public Shares. None of TMT’s directors or officers will indemnify TMT for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

TMT’s directors may decide not to enforce the indemnification obligations of the Sponsor, resulting in a reduction in the amount of funds in the trust account available for distribution to Public Shareholders.

In the event that the proceeds in the trust account are reduced below the lesser of (i) $10.20 per Public Share and (ii) the actual amount per share held in the trust account as of the date of the liquidation of the trust account if less than $10.20 per Public Share due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, and the Sponsor asserts that it is unable to satisfy its obligations or that it has no indemnification obligations related to a particular claim, TMT’s independent directors would determine whether to take legal action against the Sponsor to enforce its indemnification obligations.

While TMT currently expects that its independent directors would take legal action on its behalf against the Sponsor to enforce its indemnification obligations to TMT, it is possible that TMT’s independent directors in exercising their business judgment and subject to their fiduciary duties may choose not to do so in any particular instance if, for example, the cost of such legal action is deemed by the independent directors to be too high relative to the amount recoverable or if the independent directors determine that a favorable outcome is not likely. If TMT’s independent directors choose not to enforce these indemnification obligations, the amount of funds in the trust account available for distribution to Public Shareholders may be reduced below $10.20 per Public Share.

TMT may not have sufficient funds to satisfy indemnification claims of its directors and officers.

TMT has agreed to indemnify its directors and officers to the fullest extent permitted by law. However, TMT’s directors and officers have agreed to waive any right, title, interest or claim of any kind in or to any monies in the trust account and not to seek recourse against the trust account for any reason whatsoever. Accordingly, any indemnification provided will be able to be satisfied by TMT only if (i) TMT has sufficient funds outside of the trust account or (ii) TMT consummates a business combination. TMT’s obligation to indemnify its directors and officers may discourage shareholders from bringing a lawsuit against its directors or officers for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against TMT’s directors and officers, even though such an action, if successful, might otherwise benefit TMT and its shareholders. Furthermore, a shareholder’s investment may be adversely affected to the extent TMT pays the costs of settlement and damages awards against its directors and officers pursuant to these indemnification provisions.

You will not have any rights or interests in funds from the trust account, except under certain limited circumstances. To liquidate your investment, therefore, you may be forced to sell your Public Shares, potentially at a loss.

Public Shareholders will be entitled to receive funds from the trust account only upon the earlier to occur of: (i) the completion of the Business Combination (or an alternative business combination if the Business Combination is not consummated for any reason), and then only in connection with those Public Shares that such shareholder properly elected to redeem; (ii) the redemption of any Public Shares properly tendered in connection with a shareholder vote to amend TMT’s Existing Charter (a) to modify the substance or timing of TMT’s obligation to allow redemption in connection with its business combination or to redeem one hundred percent (100%) of the Public Shares if TMT does not complete a business combination by December 30, 2024 or (b) with respect to any other provision relating to shareholders’ rights or pre-business combination activity; and (iii) the redemption of Public Shares if TMT has not completed a business combination by December 30, 2024, subject to applicable law and as further described herein. Public Shareholders who redeem their Public Shares in connection with a shareholder vote described in clause (b) in the preceding sentence shall not be entitled to funds from the trust account upon the subsequent completion of a business combination or liquidation if TMT has not completed the Business Combination by December 30, 2024, with respect to such Public Shares so redeemed. In no other circumstances will a Public Shareholder have any right or interest of any kind in the trust account.

If Public Shareholders fail to comply with the redemption requirements specified in this proxy statement/prospectus, they will not be entitled to redeem their TMT Ordinary Shares for a pro rata portion of the funds held in the trust account.

To exercise their redemption rights, holders of TMT Ordinary Shares are required to deliver their shares, either physically or electronically using Depository Trust Company’s DWAC System, to TMT’s transfer agent, Continental, prior to the vote at the Shareholders’ Meeting. If a Public Shareholder fails to properly seek redemption as described in this proxy statement/prospectus and the Business Combination is consummated, such holder will not be entitled to redeem these shares for a pro rata portion of funds deposited in the trust account. See the section entitled “The Extraordinary General Meeting—Redemption Rights” of this proxy statement/prospectus for additional information on how to exercise your redemption rights.

If you or a “group” of shareholders of which you are a part are deemed to hold an aggregate of more than 15% of the TMT Ordinary Shares, you (or, if a member of such a group, all of the members of such group in the aggregate) will lose the ability to redeem all such shares in excess of 15% of TMT Ordinary Shares.

A Public Shareholder, together with any of his, her or its affiliates or any other person with whom it is acting in concert or as a partnership, syndicate, or other group for the purposes of acquiring, holding, or disposing of TMT Ordinary Shares, will not, without TMT’s prior consent, redeem in the aggregate his, her or its TMT Ordinary Shares or, if part of such a group, the group’s TMT Ordinary Shares, in excess of 15% of TMT Ordinary Shares. Your inability to redeem any such excess TMT Ordinary Shares could result in you suffering a material loss on your investment in TMT if you sell such excess TMT Ordinary Shares in open market transactions. TMT cannot assure you that the value of such excess TMT Ordinary Shares will appreciate over time following the Business Combination or that the market price of the TMT Ordinary Shares will exceed the per-share redemption price.

There is no guarantee that a Public Shareholder’s decision whether to redeem his, her or its shares for a pro rata portion of the trust account will put such shareholder in a better future economic position.

No assurance can be given as to the price at which a Public Shareholder may be able to sell Elong Class A Ordinary Shares in the future following the completion of the Business Combination. Certain events following the consummation the Business Combination may cause an increase in Elong’s stock price and may result in a lower value realized now than a TMT shareholder might realize in the future had the shareholder not elected to redeem such shareholders’ TMT Ordinary Shares. Similarly, if a Public Shareholder does not redeem his, her or its shares, such shareholder will bear the risk of ownership of the Elong Class A Ordinary Shares after the consummation of the Business Combination, and there can be no assurance that a shareholder can sell his, her or its Elong Class A Ordinary Shares in the future for a greater amount than the redemption price set forth in this proxy statement/prospectus. Any Public Shareholder should consult a financial advisor for assistance on how this may affect his, her or its individual situation.

If, after TMT distributes the proceeds in the trust account to Public Shareholders, it files a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against TMT that is not dismissed, a bankruptcy court may seek to recover such proceeds, and TMT and the TMT Board may be exposed to claims of punitive damages.

If, after TMT distributes the proceeds in the trust account to Public Shareholders, it files a bankruptcy or winding-up petition or an involuntary bankruptcy or winding up petition is filed against TMT that is not dismissed, any distributions received by TMT shareholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover all amounts received by TMT shareholders. In addition, the TMT Board may be viewed as having breached its fiduciary duty to TMT’s creditors and/or having acted in bad faith, thereby exposing itself and TMT to claims of punitive damages, by paying TMT shareholders from the trust account prior to addressing the claims of creditors.

If, before distributing the proceeds in the trust account to Public Shareholders, TMT files a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against TMT that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of TMT shareholders and the per share amount that would otherwise be received by TMT shareholders in connection with TMT’s liquidation may be reduced.

If, before distributing the proceeds in the trust account to Public Shareholders, TMT files a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against TMT that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy or insolvency law, and may be included in TMT’s bankruptcy estate and subject to the claims of third parties with priority over the claims of TMT’s shareholders. To the extent any bankruptcy claims deplete the trust account, the per-share amount that would otherwise be received by TMT shareholders in connection with TMT’s liquidation may be reduced.

TMT shareholders may be held liable for claims by third parties against TMT to the extent of distributions received by them upon redemption of their shares.

Any distributions received by TMT shareholders out of TMT’s capital or share premium account could be viewed as an unlawful payment if it was proved that immediately following the date on which the distribution was made, TMT was unable to pay its debts as they fall due in the ordinary course of business. As a result, a liquidator could seek to recover such amounts received by its shareholders. Furthermore, TMT’s directors may be viewed as having breached their fiduciary duties to TMT and/or may have acted in bad faith, and thereby exposing themselves and TMT to claims, by paying Public Shareholders from the trust account prior to addressing the claims of creditors. TMT cannot assure you that claims will not be brought against it for these reasons. TMT and its directors and officers who knowingly and willfully authorized or permitted any distribution to be paid out of TMT’s share premium account while it was unable to pay its debts as they fall due in the ordinary course of business would be guilty of an offence and may be liable to a fine of approximately $15,000 and imprisonment for five years in the Cayman Islands.

If the Business Combination is not completed, potential target businesses may have leverage over TMT in negotiating a business combination, TMT’s ability to conduct due diligence on a business combination as it approaches its dissolution deadline may decrease, and it may have insufficient working capital to continue to pursue potential target businesses, each of which could undermine its ability to complete a business combination on terms that would produce value for TMT shareholders.

Any potential target business with which TMT enters into negotiations concerning a business combination will be aware that, unless TMT amends its Existing Charter to extend its life and amend certain other agreements it has entered into, then TMT must complete its business combination by December 30, 2024. Consequently, if TMT is unable to complete this Business Combination, a potential target business may obtain leverage over it in negotiating a business combination, knowing that if TMT does not complete its business combination with that particular target business, it may be unable to complete its business combination with any target business. This risk will increase as TMT gets closer to the timeframe described above. In addition, TMT may have limited time to conduct due diligence and may enter into its business combination on terms that it would have rejected upon a more comprehensive investigation. Additionally, TMT may have insufficient working capital to continue efforts to pursue a business combination.

TMT may be a target of securities class action and derivative lawsuits which could result in substantial costs and may delay or prevent the Business Combination from being completed.

Securities class action lawsuits and derivative lawsuits are often brought against companies that have entered into business combination agreements or similar agreements. Even if the lawsuits are without merit, defending against these claims can result in substantial costs and divert management time and resources. An adverse judgment could result in monetary damages, which could have a negative impact on TMT’s liquidity and financial condition. Additionally, if a plaintiff is successful in obtaining an injunction prohibiting consummation of the Business Combination, then that injunction may delay or prevent the Business Combination from being completed. Currently, TMT is not aware of any securities class action lawsuits or derivative lawsuits being filed in connection with the Business Combination.

Because Elong is not conducting an underwritten offering of their securities, no underwriter has conducted due diligence of their business, operations or financial condition, or reviewed the disclosure in this proxy statement/prospectus.

Section 11 of the Securities Act imposes liability on parties, including underwriters, involved in a securities offering if the registration statement contains a materially false statement or material omission. To effectively establish a due diligence defense against a cause of action brought pursuant to Section 11 of the Securities Act, a defendant, including an underwriter, carries the burden of proof to demonstrate that he or she, after reasonable investigation, believed that the statements in the registration statement were true and free of material omissions. In order to meet this burden of proof, underwriters in a registered offering typically conduct extensive due diligence of the registrant and vet the registrant’s disclosure. Such due diligence may include calls with the issuer’s management, review of material agreements and background checks on key personnel, among other investigations.

Because Elong intends to become publicly traded through a business combination with a special purpose acquisition company rather through an underwritten offering, no underwriter is involved in the transaction. As a result, no underwriter has conducted diligence on Elong in order to establish a due diligence defense with respect to the disclosure presented in this proxy statement/prospectus. If such investigation had occurred, certain information in this prospectus may have been presented in a different manner or additional information may have been presented at the request of such underwriter.

TMT is currently operating in a period of economic uncertainty and capital markets disruption, which has been significantly impacted by geopolitical instability due to the ongoing military conflict between Russia and Ukraine and between Hamas and Israel. TMT’s search for a business combination, and any target business with which it ultimately consummates a business combination, may be materially adversely affected by any negative impact on the global economy and capital markets resulting from the conflicts in Ukraine and Israel or any other geopolitical tensions.

U.S. and global markets are experiencing volatility and disruption following the escalation of geopolitical tensions and the start of the military conflict between Russia and Ukraine. On February 24, 2022, a full-scale military invasion of Ukraine by Russian troops was reported. Although the length and impact of the ongoing military conflict is highly unpredictable, the conflict in Ukraine could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions. On October 2023, Hamas terrorists infiltrated Israel’s southern border from the Gaza Strip and conducted a series of attacks on civilian and military targets. Hamas also launched extensive rocket attacks on the Israeli population and industrial centers located along Israel’s border with the Gaza Strip and in other areas within the State of Israel. These attacks resulted in thousands of deaths and injuries, and Hamas additionally kidnapped many Israeli civilians and soldiers. Following the attack, Israel’s security cabinet declared war against Hamas and commenced a military campaign against Hamas. Additional political uprisings, social unrest and violence may occur in various other countries in the Europe, the Middle East and in other. Locations around the world.

Military actions and the resulting sanctions and other restrictions on business activities could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets, potentially making it more difficult for us to obtain additional funds. Any of the abovementioned factors could affect TMT’s ability to search for a target and consummate a business combination. The extent and duration of the military action, sanctions and resulting market disruptions are impossible to predict, but could be substantial. Any such disruptions may also magnify the impact of other risks described in this proxy statement/prospectus.

TMT’s independent registered public accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about its ability to continue as a “going concern.”

As of December 31, 2023, TMT had a cash balance of $46,778 in its operating bank account and a working capital deficit of $302,711. Further, TMT has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans in connection with a business combination. Management’s plans to address this need for capital are discussed in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of TMT.” TMT cannot assure you that management’s plans to raise capital or to consummate a business combination will be successful. These factors, among others, raise substantial doubt about TMT’s ability to continue as a going concern. The financial statements contained elsewhere in this proxy statement/prospectus do not include any adjustments that might result from TMT’s inability to continue as a going concern.

Changes in laws or regulations, or how such laws or regulations are interpreted or applied, or a failure to comply with any laws and regulations, may adversely affect TMT’s business, including TMT’s ability to negotiate and complete the Business Combination, and results of operations.

TMT is subject to laws and regulations enacted by national, regional and local governments. In particular, TMT is required to comply with certain SEC and other legal requirements. TMT’s business combination may be contingent on TMT’s ability to comply with certain laws and regulations and any post-business combination company may be subject to additional laws and regulations. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly. A failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on TMT’s business, including TMT’s ability to negotiate and complete TMT’s business combination, and results of operations. In addition, those laws and regulations and their interpretation and application may change from time to time, including as a result of changes in economic, political, social and government policies, and those changes could have a material adverse effect on TMT’s business, including TMT’s ability to negotiate and complete TMT’s business combination, and results of operations.

TMT’s ability to complete the Business Combination may be impacted if the Business Combination is subject to U.S. foreign investment regulations and review by a U.S. government entity, such as the Committee on Foreign Investment in the United States, and ultimately prohibited.

While we do not believe that the Business Combination is subject to U.S. foreign investment regulations and review thereunder, it is possible that the Business Combination could ultimately be determined to be subject to such regulations and review, including review by the Committee on Foreign Investment in the United States (“CFIUS”), and that restrictions, limitations or conditions will be imposed by CFIUS. The scope of CFIUS review was expanded by the Foreign Investment Risk Review Modernization Act of 2018 (“FIRRMA”) to include certain non-passive, non-controlling investments in sensitive U.S. businesses and certain acquisitions of real estate even with no underlying U.S. business. FIRRMA, and subsequent implementing regulations that are now in force, also subjects certain categories of investments to mandatory filings. If the Business Combination is within CFIUS’s jurisdiction, TMT may determine that it is required to make a mandatory filing or that it will submit a voluntary notice to CFIUS, or to proceed with the Business Combination without notifying CFIUS and risk CFIUS intervention, before or after closing the Business Combination. CFIUS may decide to block or delay the Business Combination, impose conditions to mitigate national security concerns with respect to the Business Combination or order the Combined Company to divest all or a portion of a U.S. business of the Combined Company without first obtaining CFIUS clearance. A failure to notify CFIUS of a transaction where such notification was required or otherwise warranted based on the national security considerations presented by an investment target may expose the Sponsor and/or the Combined Company to legal penalties, costs, and/or other adverse reputational and financial effects, thus potentially diminishing the value of the Combined Company. In addition, CFIUS is actively pursuing transactions that were not notified to it and may ask questions regarding, or impose restrictions or mitigation on, the Business Combination post-closing.

Moreover, the process of government review, whether by CFIUS or otherwise, could be lengthy and we have limited time to complete the Business Combination. If TMT cannot complete the Business Combination by December 30, 2024 because the transaction is still under review or because the Business Combination is ultimately prohibited by CFIUS or another U.S. government entity, it may be required to liquidate. If TMT liquidates, its Public Shareholders may only receive approximately $10.20 per Public Share or less in certain circumstances. This would also cause TMT shareholders lose the investment opportunity in the Company and the chance of realizing future gains on their investment through any price appreciation in the Company.

The Business Combination may not qualify as a “reorganization” within the meaning of Section 368(a) of the Code or the Merger may not qualify as part of an exchange described in Section 351 of the Code

Although it is the intent of the parties to the Business Combination Agreement and they structured the Business Combination to so qualify, complete assurance cannot be given that the Business Combination will qualify as a “reorganization” within the meaning of Section 368(a) of the Code or that the Merger will qualify as part of an exchange described in Section 351 of the Code, or that the IRS will not challenge either such treatment or that a court will not sustain a challenge by the IRS.

If the Business Combination does not qualify as a “reorganization” within the meaning of Section 368(a) of the Code, and the Merger does not qualify as part of an exchange described in Section 351 of the Code, a U.S. Holder of TMT Securities generally would recognize gain or loss in an amount equal to the difference, if any, between the fair market value of Elong Class A Ordinary Shares received by such U.S. Holder in the Business Combination over such U.S. Holder’s adjusted tax basis in the TMT Securities surrendered by such U.S. Holder in the Business Combination. 

Even if the Business Combination does qualify as a “reorganization” within the meaning of Section 368(a) of the Code or the Merger qualifies as part of an exchange described in Section 351 of the Code, U.S. Holders may be required to recognize gain on account of the application of the passive foreign investment company rules.

If the Adjournment Proposal is not approved, and an insufficient number of votes have been obtained to authorize the consummation of the Business Combination, the TMT Board will not have the ability to adjourn the extraordinary general meeting to a later date in order to solicit further votes, and, therefore, the Business Combination will not be approved, and, therefore, the Business Combination may not be consummated.

The TMT Board is seeking approval to adjourn the extraordinary general meeting to a later date or dates if it is determined by the officer presiding over the extraordinary general meeting that more time is necessary for TMT to consummate the Merger and the other transactions contemplated by the Business Combination Agreement. If the Adjournment Proposal is not approved, the TMT Board will not have the ability to adjourn the extraordinary general meeting to a later date and, therefore, will not have more time to solicit votes to approve the proposals to be presented at the extraordinary general meeting. In such events, the Business Combination would not be completed.

EXTRAORDINARY GENERAL MEETING OF TMT SHAREHOLDERS

General

TMT is furnishing this proxy statement/prospectus to its shareholders as part of the solicitation of proxies by the TMT Board for use at the extraordinary general meeting (the “Meeting”) to be held on October 29, 2024 and at any adjournment thereof. This proxy statement/prospectus provides TMT’s shareholders with information they need to know to be able to vote or instruct their vote to be cast at the Meeting.

Date, Time and Place of the Meeting

The Meeting will be held at 10:30 a.m., Eastern Time, on October 29, 2024, at the offices of the Company, located at 420 Lexington Ave, Suite 2446, New York, NY 10170, and virtually at https://www.cstproxy.com/tmtacquisitioncorp/2024, or such other date, time and place to which the Meeting may be adjourned. We are pleased to utilize the virtual shareholder meeting technology to provide ready access and cost savings for our shareholders and TMT. Enabling virtual access to the Meeting allows attendance from any location in the world.

Purpose of the Meeting

At the Meeting, TMT will ask its shareholders to consider and vote on the following proposals:

Proposal 1 — The Business Combination Proposal — As an ordinary resolution, that (i) the Business Combination Agreement (a copy of which is attached to the proxy statement/prospectus as Annex A), (ii) the other Transaction Documents (as defined in the Business Combination Agreement), and (iii) the completion of the transactions contemplated by the Business Combination Agreement and such Transaction Documents, in accordance with the terms and subject to the conditions set forth in the Business Combination Agreement and such Transaction Documents, be approved in all respects.

Proposal 2 — The Merger and Charter Proposal — As a special resolution, that (i) the Plan of Merger to be filed with the Registrar of Companies of the Cayman Islands, a copy of which is attached to the proxy statement/prospectus as Annex B-1, and the transactions contemplated thereunder, including, without limitation, the Merger, be and are hereby adopted and approved and authorized in all respects, and (ii) the amended and restated memorandum and articles of association of TMT currently in effect be amended and restated by the deletion in their entirety and the substitution in their place of the proposed amended and restated memorandum and articles of association of the surviving company of the Merger, the form of which is attached the proxy statement/prospectus as Annex B-2, with effect from the effective time of the Merger.

Proposal 3 — The NTA Proposal — As a special resolution, that (i) the sentence “, provided that the Company shall not repurchase Public Shares in an amount that would cause the Company’s net tangible assets (after payment of the deferred underwriting commissions) to be less than US$5,000,001” at the end of Article 37.2(b) and (ii) the sentence “, provided that the Company shall not repurchase Public Shares in an amount that would cause the Company’s net tangible assets to be less than US$5,000,001” at the end of Article 37.6, in each case, of TMT’s current third amended and restated articles of association, which currently restricts consummation of a shareholder redemption offer in connection with a tender offer or a vote held to approve a proposed business combination if the redemptions made would cause TMT’s net tangible assets to be less than US$5,000,001 (the “NTA Amendment”), be deleted with immediate effect.

Proposal 4 — The Nasdaq Proposal — As an ordinary resolution, that for the purposes of complying with the applicable provisions of Nasdaq Rule 5635, the issuance of Elong Class A Ordinary Shares in connection with the PIPE Financing be approved in all respects.

Proposal 5 — The Non-Binding Governance Proposals — As an ordinary resolution, that certain material differences between TMT’s M&A and New Elong’s M&A, presented separately in accordance with SEC requirements, be approved, on a non-binding advisory basis.

Proposal 6 — The Adjournment Proposal — As an ordinary resolution, that the adjournment of the extraordinary general meeting to a later date or dates, if it is determined by the officer presiding over the extraordinary general meeting that more time is necessary for TMT to consummate the Merger and the other transactions contemplated by the Business Combination Agreement, be approved.

Please see the sections titled “Proposal No. 1: The Business Combination Proposal,” “Proposal No. 2: The Merger and Charter Proposal,” “Proposal No. 3: The NTA Proposal,” “Proposal No. 4: The Nasdaq Proposal,” “Proposal No. 5: The Non-Binding Governance Proposals” and “Proposal No. 6: The Adjournment Proposal” for more information on the foregoing proposals.

Recommendation of the TMT Board

The TMT Board unanimously determined that the Business Combination, on the terms and conditions set forth in the Business Combination Agreement, is advisable and in the best interests of TMT and its shareholders and has directed that the Proposals set forth in this proxy statement/prospectus be submitted to TMT’s shareholders for approval at the Shareholder Meeting. The TMT Board recommends that TMT’s shareholders vote “FOR” each of the Business Combination Proposal, the Merger and Charter Proposal, the Nasdaq Proposal, the Non-Binding Governance Proposals and the Adjournment Proposal.

When you consider the TMT Board’s recommendation of these Proposals, you should keep in mind that TMT’s directors and officers have interests in the Business Combination that are different from, or in addition to, the interests of TMT shareholders generally. See the section entitled “Proposal 1: The Business Combination Proposal — Interests of TMT’s Directors and Officers in the Business Combination” for additional information. The TMT Board was aware of and considered these interests, among other matters, in evaluating and negotiating the Business Combination and in recommending to TMT shareholders that they vote in favor of the Proposals presented at the Meeting.

Record Date; Shareholders Entitled to Vote

TMT has fixed the close of business on October 7, 2024, as the Record Date for determining TMT shareholders entitled to notice of and to attend and vote at the Shareholder Meeting. It is expected that, as of the close of business on the Record Date, there will be 6,429,615 Ordinary Shares outstanding. Each Ordinary Share is entitled to one vote per share at the Shareholder Meeting.

Vote of the Sponsor and TMT Directors and Officers

The Sponsor and the other Insiders have agreed, subject to applicable securities laws, to vote all the Founder Shares and TMT Private Placement Shares (as well as any Public Shares subsequently purchased by them) in favor of the Business Combination. The Sponsor also has agreed to, and the other Insiders have indicated their intention to, vote in favor of the other proposals to be presented at the extraordinary general meeting, including the other Condition Precedent Proposal, subject to applicable securities laws. It is expected that, as of the Record Date, the Founder Shares and the TMT Private Placement Shares will represent approximately 29.1% of our outstanding Ordinary Shares.

Quorum and Required Vote

One or more shareholders who together hold not less than one-third (in respect of the Business Combination Proposal, the Nasdaq Proposal, the Non-Binding Governance Proposals and the Adjournment Proposal) and not less than a majority (in respect of the Merger and Charter Proposal) of the issued and outstanding Ordinary Shares entitled to attend and vote at the Shareholder Meeting must be present in person (including by virtual attendance) or by proxy (or, in the case of a corporation or other non-natural person, by duly authorized representative or proxy) in order to hold the Shareholder Meeting and conduct business. This is called a quorum. The Ordinary Shares will be counted for purposes of determining if there is a quorum if the shareholder (i) is present and entitled to vote at the Shareholder Meeting, or (ii) has properly submitted a proxy card or voting instructions through a broker, bank or custodian. If a quorum is not present within 15 minutes of the time appointed for the Meeting, or if at any time during the Shareholder Meeting it becomes inquorate, then the Shareholder Meeting shall stand adjourned to the same time and place seven days hence, or to such other time or place as is determined by the TMT Board. If a quorum is not present within 15 minutes of the time appointed for the adjourned Shareholder Meeting, then the Shareholder Meeting shall be dissolved.

Approval of the Business Combination Proposal will require an ordinary resolution, being a resolution passed by a majority of the votes of the Ordinary Shares entitled to vote thereon and present at the Shareholder Meeting. Approval of each of the Nasdaq Proposal, the Non-Binding Governance Proposals and the Adjournment Proposal requires an ordinary resolution, being a resolution passed by a simple majority of the votes cast by, or on behalf of, the shareholders entitled to vote thereon at the Shareholder Meeting. Approval of the Merger and Charter Proposal requires a special resolution, being a resolution passed by at least two-thirds of the votes cast by such shareholders as, being entitled to do so, vote in person or by proxy at the Shareholder Meeting.

It is important for you to note that Closing of the Business Combination is conditioned upon approval of the Condition Precedent Proposals. Accordingly, TMT will not consummate the Business Combination if the Condition Precedent Proposals are not approved.

Abstentions and Broker Non-Votes

For purposes of the TMT extraordinary general meeting, an abstention occurs with respect to a proposal when a shareholder returns a ballot or a proxy and marks “ABSTAIN” with respect to such proposal. A “broker non-vote” occurs when a shareholder does not provide voting instructions to its broker, bank or other nominee on a particular proposal on which the broker, bank or other nominee does not have discretionary authority to vote. Under the rules of various national and regional securities exchanges, your broker, bank, or nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank, or nominee. TMT believes all the proposals presented to TMT shareholders will be considered non-discretionary and therefore your broker, bank or other nominee cannot vote your shares without your instruction.

Proxies that are marked “abstain” and proxies relating to “street name” shares that are returned to TMT but marked by brokers as “not voted” will be treated as shares present for purposes of determining the presence of a quorum on all matters. If you abstain with respect a proposal, or if you do not vote on a proposal (whether as a result of a broker non-vote or because do not submit a proxy by mail, internet or telephone and do not attend the meeting in person or virtually and vote at the meeting), your abstention or failure to vote will have no effect on the vote on such proposal.

Voting Your Shares

Shareholders of Record

If you are a shareholder of record, you may vote by mail or the Internet prior to the Shareholder Meeting, or you may vote during the Shareholder Meeting.