View:
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
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,
FirstName LastNameYifei Hou
Division of
Corporation Finance
Comapany NameXCHG Ltd
Office of
Manufacturing
October 3, 2023 Page 2
cc: Li He, Esq.
FirstName LastName