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August 2, 2024
Yifei Hou
Chief Executive Officer
XCHG Ltd
XCharge Europe GmbH, Heselst cken 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.