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August 9, 2023
Yifei Hou
Chief Executive Officer
XCHG Ltd
Grevenweg 24, 20537
Hamburg, Germany
Re:XCHG Ltd
Amendment No. 1 to Draft Registration Statement on Form F-1
Submitted July 26, 2023
CIK No. 0001979887
Dear Yifei Hou:
            We have reviewed your amended 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.
Amendment No. 1 to Draft Registration Statement on Form F-1 submitted July 26, 2023
General
1.We note you recently completed certain corporate reorganization transactions.  Please file
any material agreements relating to the reorganization.  Refer to Item 601(b)(2) of
Regulation S-K.
Licenses and Approvals, page 3
2.We note your response to comment 3 and your disclosure that you do not believe you are
subject to review by the CAC.  Please disclose whether you relied on counsel to reach this
conclusion.  If so, identify counsel and file a consent.

 FirstName LastNameYifei Hou
 Comapany NameXCHG Ltd
 August 9, 2023 Page 2
 FirstName LastName
Yifei Hou
XCHG Ltd
August 9, 2023
Page 2
Transfer of Funds and Other Assets, page 4
3.We note your response to comment 4.  Please discuss whether you have
specific cash management policies and procedures in place that dictate how funds are
transferred through your organization.  If applicable, please add a related description.
Risk Factors
Risks Related to Regulations, page 28
4.We note your response to comment 9.  If applicable, please include a risk factor disclosing
that you may become subject to cybersecurity review by the CAC in the future and the
associated risks on your operations.
Convertible Note, page 128
5.We note your disclosure that the convertible note transactions are expected to close by the
end of July 2023.  Please update this disclosure in a future filing.
            You may contact Stephany Yang at (202) 551-3167 or Jean Yu at (202) 551-3305 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Patrick Fullem at (202) 551-8337 or Asia Timmons-Pierce at (202) 551-3754 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Li He, Esq.