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June 29, 2023
Yifei Hou
Chief Executive Officer
XCHG Ltd
Grevenweg 24, 20537
Hamburg, Germany
Re:XCHG Ltd
Draft Registration Statement on Form F-1
Submitted June 2, 2023
CIK No. 0001979887
Dear Yifei Hou:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form F-1 submitted June 2, 2023
Cover Page
1.Clearly disclose how you will refer to the holding company, subsidiaries, and other
entities when providing the disclosure throughout the document so that it is clear to
investors which entity the disclosure is referencing and which subsidiaries or entities are
conducting the business operations.  Refrain from using terms such as “we” or “our” when
describing activities or functions of a subsidiary or other entity.  For example, disclose, if
true, that your subsidiaries and/or other entities conduct operations in China, that the other
entity is consolidated for accounting purposes but is not an entity in which you own
equity, and that the holding company does not conduct operations.  Disclose clearly the
entity (including the domicile) in which investors are purchasing an interest.

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2.Provide a description of how cash is transferred through your organization and disclose
your intentions to distribute earnings or settle amounts owed under applicable
agreements.  State whether any transfers, dividends, or distributions have been made to
date between the holding company, its subsidiaries, and consolidated entities, or to
investors, and quantify the amounts where applicable.
Prospectus Summary, page 1
3.Disclose each permission or approval that you or your subsidiaries are required to obtain
from Chinese authorities to operate your business and to offer the securities being
registered to foreign investors.  State whether you or your subsidiaries are covered by
permissions requirements from the China Securities Regulatory Commission (CSRC),
Cyberspace Administration of China (CAC) or any other governmental agency that is
required to approve your or your subsidiaries’ operations, and state affirmatively whether
you have received all requisite permissions or approvals and whether any permissions or
approvals have been denied.  Please also describe the consequences to you and your
investors if you or your subsidiaries: (i) do not receive or maintain such permissions or
approvals, (ii) inadvertently conclude that such permissions or approvals are not required,
or (iii) applicable laws, regulations, or interpretations change and you are required to
obtain such permissions or approvals in the future.
4.Provide a clear description of how cash is transferred through your organization.  Disclose
your intentions to distribute earnings or settle amounts owed under your operating
structure.  Quantify any cash flows and transfers of other assets by type that have occurred
between the holding company and its subsidiaries, and direction of transfer.  Quantify any
dividends or distributions that a subsidiary has made to the holding company and which
entity made such transfer, and their tax consequences.  Similarly quantify dividends or
distributions made to U.S. investors, the source, and their tax consequences.  Your
disclosure should make clear if no transfers, dividends, or distributions have been made to
date.  Describe any restrictions on foreign exchange and your ability to transfer cash
between entities, across borders, and to U.S. investors.  Describe any restrictions and
limitations on your ability to distribute earnings from the company, including your
subsidiaries, to the parent company and U.S. investors as well as the ability to settle
amounts owed under applicable agreements.
5.We note your disclosure on page 27 regarding the HFCAA and Consolidated
Appropriations Act.  Please disclose, in the prospectus summary, that trading in your
securities may be prohibited under the Holding Foreign Companies Accountable Act, as
amended by the Consolidated Appropriations Act, 2023, and related regulations if the
PCAOB determines that it cannot inspect or investigate completely your auditor for a
period of two consecutive years, and that as a result an exchange may determine to delist
your securities.
Prospectus Summary
Corporate History and Structure

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XCHG Ltd
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Restructuring, page 3
6.We note through your disclosure here and elsewhere that you are currently undertaking a
Restructuring.  Please address the following with respect to your Restructuring plan:
•Provide us with a summary of the respective ownership structures of XCHG Limited,
Xcharge HK Limited, and X-Charge Technology prior to the Restructuring.
•Explain to us in greater detail the steps that will be taken to effect the Restructuring,
including, but not limited to, a discussion of the warrants issued to certain existing
preferred equity owners of X-Charge Technology, as discussed on page F-32, as part
of the Restructuring and the exercise price thereon.
•We note your disclosure that you will adjust your share capital and issue new
preferred shares to the existing equityholders or their affiliates such that the
shareholding structure of your company at the Cayman Islands level would be
substantially the same as the current equity ownership structure of X-Charge
Technology. Provide us with a breakdown of all redeemable and non-redeemable
shares before and after the Restructuring, and clarify how the adjustment to your
share capital and the issuance of new preferred shares will be substantially the same
as the current equity ownership structure of X-Charge Technology.
•Revise your filing, where applicable, how you intend to account for the restructuring
transaction and how the transaction will be or has been reflected in your financial
statements. As part of your response to us, cite the accounting literature you relied
upon in reaching your accounting conclusions.
Prospectus Summary
Summary of Risk Factors, page 3
7.In your summary of risk factors, disclose the risks that your corporate structure and being
based in or having the majority of the company’s operations in China poses to investors.
In particular, describe the significant regulatory, liquidity, and enforcement risks with
cross-references to the more detailed discussion of these risks in the prospectus.  For
example, specifically discuss risks arising from the legal system in China, including risks
and uncertainties regarding the enforcement of laws and that rules and regulations in
China can change quickly with little advance notice; and the risk that the Chinese
government may intervene or influence your operations at any time, or may exert more
control over offerings conducted overseas and/or foreign investment in China-based
issuers, which could result in a material change in your operations and/or the value of the
securities you are registering for sale.  Acknowledge any risks that any actions by the
Chinese government to exert more oversight and control over offerings that are conducted
overseas and/or foreign investment in China-based issuers could significantly limit or
completely hinder your ability to offer or continue to offer securities to investors and
cause the value of such securities to significantly decline or be worthless.
Risk Factors, page 12

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 Comapany NameXCHG Ltd
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 FirstName LastNameYifei Hou
XCHG Ltd
June 29, 2023
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8.Given the Chinese government’s significant oversight and discretion over the conduct of
your business, please revise to highlight separately the risk that the Chinese government
may intervene or influence your operations at any time, which could result in a material
change in your operations and/or the value of the securities you are registering.  Also,
given recent statements by the Chinese government indicating an intent to exert more
oversight and control over offerings that are conducted overseas and/or foreign investment
in China-based issuers, acknowledge the risk that any such action could significantly limit
or completely hinder your ability to offer or continue to offer securities to investors and
cause the value of such securities to significantly decline or be worthless.
9.We note your disclosure on page 89 regarding regulations relating to cybersecurity and
data security.  In light of recent events indicating greater oversight by the Cyberspace
Administration of China (CAC) over data security, particularly for companies seeking to
list on a foreign exchange, please revise your disclosure to explain how this oversight
impacts your business and your offering and to what extent you believe that you are
compliant with the regulations or policies that have been issued by the CAC to date.
Risk Factors
We rely on a limited number of suppliers and OEMs..., page 15
10.We note your disclosure that you rely on a limited number of suppliers and OEMs.  To the
extent you have material contracts with such suppliers and OEMs, please revise in an
appropriate section, to include a description of the material terms and file the agreements
as exhibits.  Please refer to Item 601(b)(10) of Regulation S-K.
Risk Factors
We are dependent on a limited number of significant customers..., page 16
11.We note your business is dependent on a limited number of customers and that for the
year ended December 31, 2022, approximately 63% of your revenue came from one
customer.  To the extent you have a material contract with such customer, please revise in
an appropriate place, to include a description of the material terms and file the
agreement as an exhibit.  Please refer to Item 601(b)(10) of Regulation S-K.
Risk Factors
We face risks related to health pandemics..., page 18
12.We note your risk factor that your supply chain may be impacted by the COVID-19
pandemic.  Update your risks characterized as potential if recent supply chain disruptions
have impacted your operations.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Impact of COVID-19, page 52
13.We note that you have experienced supply chain disruptions.  Revise to discuss known
trends or uncertainties resulting from mitigation efforts undertaken, if any.  Explain

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whether any mitigation efforts introduce new material risks, including those related to
product quality, reliability, or regulatory approval of products.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources
Cash flows and working capital, page 59
14.We note $5.1 million of your cash and cash equivalents are denominated in Renminbi and
located in the PRC, and $2.7 million of cash and cash equivalents denominated in Euros
are also located in the PRC as of December 31, 2022. We further note your disclosure in
Risk Factors on page 28 noting there may be restrictions to convert Renminbi into another
currency or to make capital expenditure payments outside China in a currency other than
Renminbi. Please revise your disclosure in Liquidity and Capital Resources to describe
any restrictions that may impact the ability to transfer cash within your corporate
structure. Discuss the nature of restrictions if any, on the net assets of your subsidiaries,
amount of those net assets, and the potential impact on your liquidity.
Material cash requirements , page 61
15.We note your disclosure on page 51 that you plan to construct your manufacturing plant in
the United States, which is expected to be ready for manufacture operation in 2024. Please
tell us your consideration for disclosure of your expected cash requirements in the
discussion of your liquidity and capital resources. Refer to Item 303(b)(1) of Regulation
S-K.
Business
Overview, page 72
16.Please expand your disclosure to elaborate on the nature of your customer relationships
and partnerships.  To the extent these customer relationships and partnerships are material,
provide the material terms related to such agreements, including the duration of the
underlying agreements and the respective rights and obligations of the parties. and file
these agreements exhibits to your registration statement.
Business
Manufacturing, page 82
17.We note you are primarily responsible for the procurement of hardware components.
Please revise your business section to provide a discussion of the sources and availability
of raw materials.  Refer to Item 4.B.4 of Form 20-F.
Related Party Transactions, page 105
18.Please revise to elaborate on the nature of the transactions described in this section. Please
also disclose the amounts due to or due from the related parties as of latest practicable
date. Refer to Item 7.B of Form 20-F.

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XCHG Ltd
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Jury Trial Waiver, page 124
19.We note the deposit agreement contains a jury trial waiver provision.  Please revise your
disclosure in the prospectus to address the following:
•Please state that investors cannot waive compliance with the federal securities laws
and rules and regulations promulgated thereunder.
•Highlight the material risks related to this provision, including the potential for
increased costs to bring a claim, and whether it may discourage or limit suits against
you.
•Clarify whether the provision applies to purchasers in secondary transactions.
Notes to the Consolidated Financial Statements
15. Related Party Balance and Transactions, page F-30
20.We note you disclose that Beijing X-Charge Technology Co., Ltd. and its subsidiaries
("the Group") own 15% of Beijing Zhichong New Energy Technology Co., Ltd. Please
disclose how the ownership is accounted for in the Group's financial statements, if
material.
General
21.We note your reference to a report by IEA.  Please include the full name of the source.
Also, ensure you include the names and dates of the report of each of the third party
sources you cite.
22.We note your disclosure on page 70 regarding the Russia Ukraine conflict.  Please revise
your filing, as applicable, to provide more specific disclosure related to the direct or
indirect impact that Russia's invasion of Ukraine and the international response have had
or may have on your business.  For additional guidance, please see the Division of
Corporation Finance's Sample Letter to Companies Regarding Disclosures Pertaining to
Russia’s Invasion of Ukraine and Related Supply Chain Issues, issued by the Staff in May
2022.
23.Please provide us supplemental copies of all written communications, as defined in Rule
405 under the Securities Act, that you, or anyone authorized to do so on your behalf, have
presented or expect to present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or not you retained or intend to retain copies of these
communications.  Please contact legal staff associated with the review o