Correspondence 0001104659-24-097613 from XCHG Ltd (XCH)
XCHG Ltd
Date: Sept. 6, 2024 · CIK: 0001979887 · Accession: 0001104659-24-097613
AI Filing Summary & Sentiment
File numbers found in text: 001-42208, 333-276802
Letter
September 6, 2024
VIA EDGAR
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
Re: XCHG Limited (CIK: 0001979887)
Registration Statement on Form F-1 (File No. 333-276802)
Registration Statement on Form 8-A (File No. 001-42208)
Ladies and Gentlemen:
In accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, XCHG Limited (the “Company”) hereby requests that the effectiveness of the above-referenced Registration Statement on Form F-1, as amended (the “Form F-1 Registration Statement”) be accelerated to and that the Registration Statement become effective at 4:00 p.m., Eastern Time, on September 9, 2024, or as soon thereafter as practicable.
The Company also requests that the Registration Statement on Form 8-A under the Securities Exchange Act of 1934, as amended, covering the American depositary shares representing Class A ordinary shares of the Company, be declared effective concurrently with the Form F-1 Registration Statement (the Form F-1 Registration Statement, together with the Registration Statement on Form 8-A, the “Registration Statements”).
If there is any change in the acceleration request set forth above, the Company will promptly notify you of the change, in which case the Company may be making an oral request of acceleration of the effectiveness of the Registration Statements in accordance with Rule 461. The request may be made by an executive officer of the Company or by any attorney from the Company’s U.S. counsel, Davis Polk & Wardwell LLP.
The Company understands that the representatives of the underwriters of the offering, have joined in this request in a separate letter filed with the Securities and Exchange Commission (the “Commission”) today.
The Company hereby acknowledges the following:
· should the Commission or the staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;
September 6, 2024
· the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and
· the Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
[Signature page follows]
Yours sincerely,
XCHG Limited
By: /s/ Yifei Hou
Name: Yifei Hou
Title: Chief Executive Officer
[Signature Page to Issuer Acceleration Request]
Show Raw Text
CORRESP
1
filename1.htm
September 6, 2024
VIA EDGAR
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
Re:
XCHG Limited (CIK: 0001979887)
Registration Statement on Form F-1 (File No. 333-276802)
Registration Statement on Form 8-A (File No. 001-42208)
Ladies and Gentlemen:
In
accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, XCHG Limited
(the “Company”) hereby requests that the effectiveness of the above-referenced Registration Statement on Form F-1,
as amended (the “Form F-1 Registration Statement”) be accelerated to and that the Registration Statement become
effective at 4:00 p.m., Eastern Time, on September 9, 2024, or as soon thereafter as practicable.
The Company also requests
that the Registration Statement on Form 8-A under the Securities Exchange Act of 1934, as amended, covering the American depositary
shares representing Class A ordinary shares of the Company, be declared effective concurrently with the Form F-1 Registration
Statement (the Form F-1 Registration Statement, together with the Registration Statement on Form 8-A, the “Registration
Statements”).
If there is any change in
the acceleration request set forth above, the Company will promptly notify you of the change, in which case the Company may be making
an oral request of acceleration of the effectiveness of the Registration Statements in accordance with Rule 461. The request may
be made by an executive officer of the Company or by any attorney from the Company’s U.S. counsel, Davis Polk & Wardwell
LLP.
The Company understands that
the representatives of the underwriters of the offering, have joined in this request in a separate letter filed with the Securities and
Exchange Commission (the “Commission”) today.
The Company hereby acknowledges
the following:
· should the Commission or the staff of the Commission
(the “Staff”), acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission
from taking any action with respect to the filing;
September 6, 2024
· the action of the Commission or the Staff, acting
pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the
adequacy and accuracy of the disclosure in the filing; and
· the Company may not assert Staff comments and
the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities
laws of the United States.
[Signature page follows]
Yours sincerely,
XCHG
Limited
By:
/s/
Yifei Hou
Name:
Yifei
Hou
Title:
Chief
Executive Officer
[Signature Page to Issuer
Acceleration Request]