SecProbe.io

CORRESP
1
filename1.htm

  CORRESP

   January 27, 2026

VIA EDGAR

U.S. Securities and Exchange Commission

Office of Manufacturing

100 F Street, N.E.

Washington, D.C. 20549-3720

Attention: Erin Donahue

Re: XCHG Limited

Registration Statement on Form F-3

(File No. 333-292266)

Request for Acceleration

Dear Ms. Donahue:

Pursuant to Rule 461 of the General Rules and Regulations of the Securities and Exchange Commission promulgated under the Securities Act of 1933, as amended, XCHG Limited hereby requests that the effective date of the above-captioned Registration Statement on Form F-3, as amended, be accelerated to 4:15 p.m., Eastern Time, on January 29, 2026 or as soon as practicable thereafter.

Please contact John Owen of Morrison & Foerster LLP via telephone at (212) 468-8036 or via e-mail at JOwen@mofo.com with any questions you may have. In addition, please notify Mr. Owen when this request for acceleration has been granted.

     Sincerely,

     XCHG Limited

     /s/ Yifei Hou

     Name: Yifei Hou

     Title: Chief Executive Officer

     cc:

     Joel Adalberto Gallo, Chief Financial Officer

     John Owen, Esq.

     Xiaoxi Lin, Esq.

CORRESP
1
filename1.htm

US Tiger Securities, Inc.

437 Madison Avenue

27th Floor

New York, NY 10022

VIA EDGAR

September 6, 2024

Patrick Fullem

Asia Timmons-Pierce

Division of Corporation Finance

Office of Manufacturing

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

    Re:
    XCHG Limited (CIK No. 0001979887)

    Registration Statement on Form F-1, as amended (File No. 333-276802)

Ladies and Gentlemen:

We hereby join XCHG Limited (the “Company”)
in connection with its request for acceleration of the above-referenced Registration Statement, requesting effectiveness at 4:00 p.m.,
Eastern Time, on September 9, 2024, or as soon thereafter as practicable.

Pursuant to Rule 460 of the General Rules and
Regulations promulgated under the Securities Act of 1933, as amended, we wish to advise you that we will take reasonable steps to secure
adequate distribution of the Company’s preliminary prospectus dated August 30, 2024, to underwriters, institutional investors,
dealers and others prior to the requested effective time of the Registration Statement.

The undersigned advise that the underwriters have
complied and will continue to comply with Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

[Signature page follows]

    Very truly yours,

    As representative of the several underwriters

    US Tiger Securities, Inc.

    By:
    /s/ Jack Ye

    Name:
    Jack Ye

    Title:
    Managing Director

[Signature Page to Acceleration Request
Letter]

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]

CORRESP
1
filename1.htm

    Davis Polk & Wardwell

                           Hong Kong Solicitors

                           The Hong Kong Club Building

                           3A Chater Road

                           Hong Kong

                           davispolk.com

    Resident Hong Kong Partners

    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

    August 16,
    2024

    Re:
    XCHG Ltd (CIK:
    0001979887)

    Amendment No. 2 to Registration Statement on Form F-1 Filed July 29, 2024

    File No. 333-276802

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 August 2, 2024 on the Company’s
registration statement on Form F-1 publicly filed on July 29, 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 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.

Subject
to the Staff's review and market conditions, the Company currently expects to price the offering as early as after market closes on August 29,
2024. The Company would greatly appreciate the Staff's assistance in meeting its desired timetable for the offering.

August
16, 2024

*	     *	     *	     *

Amendment
No. 2 to Registration Statement on Form F-1 filed on July 29, 2024

Notes to the Unaudited Condensed
Consolidated Financial Statements

16. Subsequent Events, page F-60

 1. We
                                            note your disclosure that you considered subsequent events through July 12, 2024, which
                                            was the date the unaudited condensed consolidated financial statements were issued. Please
                                            explain why the subsequent events were evaluated through July 12, 2024 when the registration
                                            statement was filed on July 29, 2024.

In response
to the Staff’s comment, the Company has revised the disclosure on page F-60 of the Registration Statement to clarify that
the subsequent events were evaluated through July 29, 2024, which was the date the unaudited condensed consolidated financial statements
were issued.

*	     *	     *	     *

    2

August
16, 2024

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. Johnny
                                            Lei, Partner

    KPMG
                                            Huazhen LLP

    3

August 2, 2024
Yifei Hou
Chief Executive Officer
XCHG Ltd
XCharge Europe GmbH, Heselstücken 18
22453 Hamburg, Germany
Re:XCHG Ltd
Amendment No. 2 to Registration Statement on Form F-1
Filed July 29, 2024
File No. 333-276802
Dear Yifei Hou:
            We have reviewed your amended registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our July 5, 2024 letter.
Amendment No. 2 to Registration Statement on Form F-1 filed on July 29, 2024
Notes to the Unaudited Condensed Consolidated Financial Statements
16. Subsequent Events, page F-60
1.We note your disclosure that you considered subsequent events through July 12, 2024,
which was the date the unaudited condensed consolidated financial statements were
issued. Please explain why the subsequent events were evaluated through July 12, 2024
when the registration statement was filed on July 29, 2024.

August 2, 2024
Page 2
            Please 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.

CORRESP
1
filename1.htm

Davis Polk & Wardwell
 Hong Kong Solicitors

The Hong Kong Club Building
 3A Chater Road
 Hong Kong
 davispolk.com

Resident Hong Kong Partners

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

July 29,
2024

    Re:
    XCHG Ltd (CIK: 0001979887)

Amendment No. 1 to Registration Statement on Form F-1 Filed June 10, 2024

File No. 333-276802

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 July 5, 2024 on the
Company’s registration statement on Form F-1 publicly filed on June 10, 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”) containing a preliminary prospectus with an
estimated price range and certain exhibits 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 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.

Subject to the Staff's review and market conditions, the Company currently expects to price the offering as early as after market closes
on August 8, 2024. The Company would greatly appreciate the Staff's assistance in meeting its desired timetable for the offering.

*	     *	     *	     *

July 29,
2024

Amendment No. 1 to Registration Statement
on Form F-1 filed June 10, 2024

General

 1. We note that Section 7.6 of your deposit agreement includes an arbitration provision. Please include
a risk factor that discusses the deposit agreement’s arbitration provision. This risk factor should discuss, among other things,
the risks relating to the provision, including increased costs to bring a claim, limited access to information and other imbalances of
resources between the company and shareholders, and that these provisions can discourage claims or limit shareholders’ ability to
bring a claim in a judicial forum they find favorable. Please clearly disclose whether the arbitration provision applies to claims under
the federal securities laws. Also address any question regarding whether a court would enforce such provision, and whether the provision
applies to purchasers in secondary transactions. Please state that investors cannot waive compliance with the federal securities laws
and rules and regulations promulgated thereunder.

    In response to the Staff’s comment,
the Company has revised the disclosure on pages 43, 44 and 156 of the Registration Statement.

Management’s Discussion and Analysis of Financial Condition
and Results of Operations

Overview, page 66

 2. We note on page 67 and elsewhere in the filing you disclose your plans to construct a manufacturing
plant in the United States and that it is expected to be ready for operations by the end of 2024. In this regard, please tell us how the
construction of a manufacturing plant has and is expected to impact your liquidity and what, if any, material cash requirements, including
commitments for capital expenditures, is needed to satisfy such requirements. If material, revise your disclosures under the liquidity
and capital resources section to fully comply with the requirements outlined in Item 303(b)(1)(i) and(ii) of Regulation S-K.

    In response to the Staff’s comment,
the Company has revised the disclosure on pages 2, 67 and 97 of the Registration Statement. The Company respectfully informs the
Staff that, following a comprehensive evaluation of the Company’s current strategic focus, it has decided to postpone the construction
of the manufacturing plant in the United States until approximately 2026. The disclosure in the Registration Statement has been revised
accordingly. Given that the Company has been internally assessing the construction plan over the past year, no costs have been incurred,
and there are no commitments for capital expenditures in this regard. Therefore, the construction plan has not had, and is not expected
to have, a material impact on the Company’s short-term liquidity. In the long term, based on the Company’s best estimate as
of the date of this submission, the construction is expected to cost approximately US$5.0 million to US$7.5 million, subject to future
contingencies and changes in conditions.

*	     *	     *	     *

    2

July 29,
2024

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. Johnny Lei, Partner
 KPMG Huazhen LLP

    3

July 5, 2024
Yifei Hou
Chief Executive Officer
XCHG Ltd
Grevenweg 24, 20537
Hamburg, Germany
Re:XCHG Ltd
Amendment No. 1 to Registration Statement on Form F-1
Filed June 10, 2024
File No. 333-276802
Dear Yifei Hou:
            We have reviewed your amended registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our February 27, 2024 letter.
Amendment No. 1 to Registration Statement on Form F-1 filed June 10, 2024
General
1.We note that Section 7.6 of your deposit agreement includes an arbitration provision.
Please include a risk factor that discusses the deposit agreement's arbitration provision.
This risk factor should discuss, among other things, the risks relating to the provision,
including increased costs to bring a claim, limited access to information and other
imbalances of resources between the company and shareholders, and that these provisions
can discourage claims or limit shareholders' ability to bring a claim in a judicial forum
they find favorable. Please clearly disclose whether the arbitration provision applies to
claims under the federal securities laws. Also address any question regarding whether a
court would enforce such provision, and whether the provision applies to purchasers in
secondary transactions. Please state that investors cannot waive compliance with the
federal securities laws and rules and regulations promulgated thereunder.

July 5, 2024
Page 2
Management's Discussion and Analysis of Financial Condition and Results of Operations
Overview, page 66
2.We note on page 67 and elsewhere in the filing you disclose your plans to construct
a manufacturing plant in the United States and that it is expected to be ready
for operations by the end of 2024. In this regard, please tell us how the construction of a
manufacturing plant has and is expected to impact your liquidity and what, if any,
material cash requirements, including commitments for capital expenditures, is needed to
satisfy such requirements. If material, revise your disclosures under the liquidity and
capital resources section to fully comply with the requirements outlined in Item
303(b)(1)(i) and(ii) of Regulation S-K.
            Please 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.

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

United States securities and exchange commission logo
February 27, 2024
Yifei Hou
Chief Executive Officer
XCHG Ltd
Grevenweg 24, 20537
Hamburg, Germany
Re:XCHG Ltd
Registration Statement on Form F-1
Filed February 1, 2024
File No. 333-276802
Dear Yifei Hou:
            We have reviewed your registration statement and have the following comment(s).
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
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.

 FirstName LastNameYifei Hou
 Comapany NameXCHG Ltd
 February 27, 2024 Page 2
 FirstName LastName
Yifei Hou
XCHG Ltd
February 27, 2024
Page 2
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please 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.

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

February 1, 2024

    Re:
    XCHG Ltd (CIK: 0001979887)

Responses to the Staff’s Comments on the Amendment No. 4 to Draft Registration Statement on Form F-1 Submitted October 6, 2023

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 October 17, 2023 on the Company’s draft registration statement on Form
F-1 confidentially submitted on October 6, 2023 (the “Draft Registration Statement”). Concurrently with the submission
of this letter, the Company is filing its registration statement on Form F-1 (the “Registration Statement”) and certain
exhibits via EDGAR to the Commission. The Company is, concurrently with the Registration Statement, filing the draft registration statement
on Form F-1 initially confidentially submitted on June 2, 2023 and all amendments thereto that were previously submitted for the non-public
review of the Staff. 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 Draft Registration Statement to address the comments, by providing an explanation
if the Company has not so revised the Draft 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 Registration Statement where the language addressing a particular comment appears.

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

*        *        *       *

Amendment No. 4 to Draft Registration Statement on Form F-1 submitted
October 6, 2023

General

 1. We note your response to prior comment 1. We also note the risk factors section has not been fully
restored to the existing disclosure as contained in the July 26, 2023 registration statement. Please restore your disclosure in the risk
factor section.

In response to the Staff’s comments,
the Company has revised disclosure on pages 30, 31 and 34 of the Registration Statement.

Related Party Transactions, page 120

 2. We note your disclosure that you have certain amounts due to Mr. Rui Ding that will be fully repaid
in September 2023. Please update this disclosure in a future amendment.

In response to the Staff’s comments,
the Company has revised disclosure on page 126 of the Registration Statement.

*        *        *        *

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. Johnny Lei, Partner

    KPMG Huazhen LLP

United States securities and exchange commission logo
October 17, 2023
Yifei Hou
Chief Executive Officer
XCHG Ltd
Grevenweg 24, 20537
Hamburg, Germany
Re:XCHG Ltd
Amendment No. 4 to Draft Registration Statement on Form F-1
Submitted October 6, 2023
CIK No. 0001979887
Dear Yifei Hou:
            We have reviewed your amended draft registration statement and have the following
comment(s).
            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 a comment applies 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 this letter and your amended
draft registration statement or filed registration statement, we may have additional comments.
Amendment No. 4 to Draft Registration Statement on Form F-1 submitted October 6, 2023
General
1.We note your response to prior comment 1.  We also note the risk factors section has not
been fully restored to the existing disclosure as contained in the July 26, 2023 registration
statement.  Please restore your disclosure in the risk factor section.
Related Party Transactions, page 120
2.We note your disclosure that you have certain amounts due to Mr. Rui Ding that will be
fully repaid in September 2023.  Please update this disclosure in a future amendment.

 FirstName LastNameYifei Hou
 Comapany NameXCHG Ltd
 October 17, 2023 Page 2
 FirstName LastName
Yifei Hou
XCHG Ltd
October 17, 2023
Page 2
            Please 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.

United States securities and exchange commission logo
October 3, 2023
Yifei Hou
Chief Executive Officer
XCHG Ltd
Grevenweg 24, 20537
Hamburg, Germany
Re:XCHG Ltd
Amendment No. 3 to Draft Registration Statement on Form F-1
Submitted September 22, 2023
CIK No. 0001979887
Dear Yifei Hou:
            We have reviewed your amended draft registration statement and have the following
comment(s).
            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 a comment applies 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 this letter and your amended
draft registration statement or filed registration statement, we may have additional comments.
Amendment No. 3 to Draft Registration Statement on Form F-1 submitted September 22, 2023
General
1.We note your response to prior comment one and reissue the comment in full.  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 for sale.
We remind you that, pursuant to federal securities rules, the term “control” (including the

 FirstName LastNameYifei Hou
 Comapany NameXCHG Ltd
 October 3, 2023 Page 2
 FirstName LastName
Yifei Hou
XCHG Ltd
October 3, 2023
Page 2
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 expand your capitalization table to include mezzanine equity share information for
all series, including shares authorized, issued, and outstanding on an actual, pro forma and
pro forma as adjusted basis.
Notes to the Consolidated Financial Statements
18. Subsequent Events
(c) Grant of Share Awards, page F-36
3.We note your revised disclosure in response to prior comment five.  To the extent the fair
value per ordinary share underlying the ADS in the offering significantly differs from the
fair value per ordinary share granted to directors, executive officers and certain employees
in August under the 2023 Share Plan, please provide us with an analysis which supports
the change.
            Please 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.

United States securities and exchange commission logo
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.

United States securities and exchange commission logo
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.

United States securities and exchange commission logo
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.

 FirstName LastNameYifei Hou
 Comapany NameXCHG Ltd
 June 29, 2023 Page 2
 FirstName LastNameYifei Hou
XCHG Ltd
June 29, 2023
Page 2
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

 FirstName LastNameYifei Hou
 Comapany NameXCHG Ltd
 June 29, 2023 Page 3
 FirstName LastNameYifei Hou
XCHG Ltd
June 29, 2023
Page 3
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

 FirstName LastNameYifei Hou
 Comapany NameXCHG Ltd
 June 29, 2023 Page 4
 FirstName LastNameYifei Hou
XCHG Ltd
June 29, 2023
Page 4
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

 FirstName LastNameYifei Hou
 Comapany NameXCHG Ltd
 June 29, 2023 Page 5
 FirstName LastNameYifei Hou
XCHG Ltd
June 29, 2023
Page 5
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.

 FirstName LastNameYifei Hou
 Comapany NameXCHG Ltd
 June 29, 2023 Page 6
 FirstName LastNameYifei Hou
XCHG Ltd
June 29, 2023
Page 6
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