SecProbe.io

CORRESP
1
filename1.htm

    Li
                                            He

    Partner

    +852 2533 3306

    li.he@davispolk.com

    Davis
                                            Polk & Wardwell

    Hong Kong Solicitors

    The Hong Kong Club
    Building

    3A Chater Road

    Hong Kong

    davispolk.com

    Resident
    Hong Kong Partners

    Karen
                                       Chan **

    Yang Chu **

    James C. Lin *

    Gerhard Radtke *

    Martin
                                       Rogers **

    Miranda So *

    James Wadham **

    Xuelin Wang *

    Hong
                                            Kong Solicitors

    * Also Admitted in New York

    ** Also Admitted in
    England and Wales

    June 10, 2024

    Re:
    XCHG Ltd (CIK: 0001979887)

    Responses to the Staff’s Comments on Registration Statement on Form F-1 Filed February 1, 2024

Confidential

Stephany Yang

Jean Yu

Patrick Fullem

Asia Timmons-Pierce

Division of Corporation Finance

Office of Manufacturing

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Ladies and Gentlemen:

On behalf of XCHG Limited
(the “Company”), a company incorporated under the laws of the Cayman Islands, we are submitting to the staff (the
 “Staff”) of the Securities and Exchange Commission (the “Commission”) this letter setting forth
the Company’s responses to the comments contained in the Staff’s letter dated February 27, 2024 on the Company’s registration
statement on Form F-1 publicly filed on February 1, 2024 (the “Registration Statement”). Concurrently with the submission
of this letter, the Company is publicly filing its revised registration statement on Form F-1 (the “Revised Registration Statement”)
via EDGAR to the Commission for review in accordance with the procedures of the Commission. The Company confirms that its securities
have not been previously sold pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Securities
Act”). The Company plans to file an amendment to the Registration Statement containing the estimated price range and offering
size, and to launch the roadshow no earlier than 15 days after the date hereof.

The Company has responded
to all of the Staff’s comments by revising the Registration Statement to address the comments, by providing an explanation if the
Company has not so revised the Registration Statement, or by providing supplemental information as requested. The Staff’s comments
are repeated below in bold, followed by the Company’s response to such comments. We have included page numbers to refer to the
location in the Revised Registration Statement where the language addressing a particular comment appears.

*           *           *           *

    Davis Polk includes Davis Polk & Wardwell LLP and its associated entities.

Registration Statement on Form F-1 filed February 1, 2024

Compensation of Directors and Executive Officers, page 121

 1. Please update your compensation
                                            disclosure to reflect the fiscal year ended December 31, 2023.

    In response to the Staff’s comments, the Company has revised disclosure
                              on page 122 of the Registration Statement.

*           *           *           *

    June 10, 2024 2

If you have any questions
regarding this submission, please contact Li He at +86-186-1110-6922 (li.he@davispolk.com) or Ran Li at +86-186-0006-9077 (ran.li@davispolk.com).

Thank you again for your
time and attention.

    Yours sincerely,

    /s/
    Li He

    Li He

 cc: Ms. Xiaoling Song (Xiaoling@xcharge.com),
                                            Chief Financial Officer

    XCHG Limited

    Mr. Allen Wang, Esq., Partner

    Latham & Watkins LLP

    Mr. Max Ma, Partner

    KPMG Huazhen LLP

    June 10, 2024 3