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September 15, 2023
Yifei Hou
Chief Executive Officer
XCHG Ltd
Grevenweg 24, 20537
Hamburg, Germany
Re:XCHG Ltd
Amendment No. 2 to Draft Registration Statement on Form F-1
Submitted September 1, 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. 2 to Draft Registration Statement on Form F-1 submitted September 1, 2023
General
1.We note the changes you made to your disclosure appearing on the cover page, Summary
and Risk Factor sections relating to legal and operational risks associated with operating
in China and PRC regulations.  It is unclear to us that there have been changes in the
regulatory environment in the PRC since the amendment that was submitted on July 26,
2023 warranting revised disclosure to mitigate the challenges you face and related
disclosures.  The Sample Letters to China-Based Companies sought specific disclosure
relating to the risk that the PRC government may intervene in or influence your operations
at any time, or may exert control over operations of your business, which could result in a
material change in your operations and/or the value of the securities you are registering

 FirstName LastNameYifei Hou
 Comapany NameXCHG Ltd
 September 15, 2023 Page 2
 FirstName LastName
Yifei Hou
XCHG Ltd
September 15, 2023
Page 2
for sale.  We remind you that, pursuant to federal securities rules, the term “control”
(including the terms “controlling,” “controlled by,” and “under common control with”) as
defined in Securities Act Rule 405 means “the possession, direct or indirect, of the power
to direct or cause the direction of the management and policies of a person, whether
through the ownership of voting securities, by contract, or otherwise.”  The Sample
Letters also sought specific disclosures relating to uncertainties regarding the enforcement
of laws and that the rules and regulations in China can change quickly with little advance
notice.  We do not believe that your revised disclosure conveys the same risk.  Please
restore your disclosures in these areas to the disclosures as they existed in the registration
statement as of the July 26, 2023 submission.
Capitalization, page 47
2.Please revise your capitalization table to reflect the company's indebtedness as of the most
recent balance sheet date.  In this regard, we note short-term bank borrowings on the face
of your balance sheet in the amount of $4,497,772 as of June 30, 2023.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Overview, page 60
3.Please revise to include a discussion of any known material events that are reasonably
likely to cause reported financial information not to be necessarily indicative of future
operating results or of future financial condition.  In this regard, include a quantified
discussion of the additional amount of share-based compensation expense related to the
150,000,000 ordinary shares granted and vested in August 2023 which has not been
reflected in your historical financial statements.  Refer to Item 303(a) of Regulation S-K.
Note 18. Subsequent Events
(b) Issuance of Convertible Notes and Warrants, page F-35
4.We note your subsequent events disclosure that in August 2023, the Company issued
warrants to investors A and B on pages F-35 and F-51.  On page 134, warrants also appear
to be issued to investor C.  Please explain why it is not necessary to disclose the warrants
issued to investor C as part of the subsequent events disclosures on pages F-35 and F-51
or revise.  Also revise to disclose on pages F-35 and F-51 that the Company issued
warrants to investor A with convertible notes in the amount of $2 million as the
disclosures currently state "the investor A and investor B with convertible notes in the
amount of RMB30 million."

 FirstName LastNameYifei Hou
 Comapany NameXCHG Ltd
 September 15, 2023 Page 3
 FirstName LastName
Yifei Hou
XCHG Ltd
September 15, 2023
Page 3
(c) Grant of Share Awards, page F-36
5.Please revise your subsequent events footnote to quantify the financial statement impact
of any awards granted after balance sheet date.  In this regard, we note from your
disclosure included on page 47 that unrecognized share-based compensation expense of
$7,457,000 related to the vesting of 150,000,000 ordinary shares under the 2023 share
incentive plan will be recognized in August 2023.  As part of your revised disclosure,
describe how the fair value of share-based compensation expense of $7,457,000 to be
recognized upon vesting was determined.
Unaudited Condensed Consolidated Balance Sheets, page F-38
6.We note your disclosure of the number of shares authorized, issued, and outstanding as of
June 30, 2023 for each class of preference shares in mezzanine equity.  Please revise to
also disclose the number of shares authorized, issued, and outstanding as of December 31,
2022.
            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.