View:
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.