XCH (NASDAQ: XCH) sets ATM cap of up to $50,000 for ADS sales

Rhea-AI Filing Summary

XCH files an amendment to its prospectus supplement that fixes the size of an at-the-market ADS offering at up to $50,000 of American Depositary Shares. The amendment states the company sold 22,000 ADSs for gross proceeds of $25,018 during the prior 12 months and sets the continuous offering limit to $50,000 under the Sales Agreement with A.G.P.

The amendment also reports an approximate aggregate market value of Class A ordinary shares held by non-affiliates of $15,232,778.40, based on 580,296,320 Class A Ordinary Shares (≈ 14,507,408 ADSs) and an ADS price of $1.05 per ADS as of May 4, 2026. The filing reiterates risk factors related to PRC operations and PCAOB inspection risks.

Insights

Capital Markets Attorney

Amendment fixes ATM cap and repeats PCAOB/PRC risk language.

The amendment clarifies that the at-the-market program with A.G.P. is capped at up to $50,000 of ADSs as of the amendment date, pursuant to General Instruction I.B.5 to Form F-3. It also summarizes the prior 12-month sales of 22,000 ADSs for $25,018.

Legal dependencies include the Sales Agreement terms and the Registration Statement on Form F-3; qualifiers such as the Sales Agreement and applicable SEC rules govern resale mechanics and timing.

Equity Capital Markets Analyst

Small ATM capacity; limited potential dilution or cash raise.

The fixed offering size of $50,000 implies only a modest potential issuance of ADSs under the Sales Agreement. Prior issuance activity—22,000 ADSs raising $25,018—is disclosed as precedent but small in scale.

Cash-flow treatment and precise share counts for any future sales follow the Sales Agreement mechanics; timing and actual amounts sold depend on market executions under that agreement.

Key Figures

ATM offering cap: Up to $50,000 ADS sold (12 months): 22,000 ADSs Gross proceeds (12 months): $25,018 +2 more

5 metrics

ATM offering cap Up to $50,000 Amendment No. 1 to Prospectus Supplement dated June 25, 2026

ADS sold (12 months) 22,000 ADSs Aggregate sales during prior 12 calendar months under Sales Agreement

Gross proceeds (12 months) $25,018 Gross proceeds raised from the 22,000 ADSs sales

Non-affiliate market value $15,232,778.40 Aggregate market value of Class A shares held by non-affiliates as of amendment

ADS price used $1.05 per ADS Highest closing sale price on Nasdaq within prior 60 days, as of May 4, 2026

Key Terms

American Depositary Shares (ADSs), Sales Agreement, Form F-3, Holding Foreign Companies Accountable Act

4 terms

American Depositary Shares (ADSs) financial

"Up to $50,000 American Depositary Shares Representing Class A Ordinary Shares"

A U.S.-listed certificate that stands for a specific number of shares in a non‑U.S. company held by a U.S. bank, making the foreign stock tradable on American exchanges in dollars. Think of it like a local voucher that represents ownership of an overseas product — it lets U.S. investors buy and sell foreign companies without handling foreign currency or foreign brokerage accounts, but it can affect dividends, voting rights, fees, liquidity and exposure to currency and regulatory differences.

Sales Agreement regulatory

"pursuant to the terms of a certain Sales Agreement, dated January 30, 2026"

A sales agreement is a written contract that sets out the terms for selling goods, services, or assets, specifying price, delivery, payment schedule and responsibilities of each side. For investors it matters because it creates a predictable stream of revenue or cash obligations, clarifies timing and risk, and can change a company’s value or forecasts much like a signed order turns a customer’s verbal intent into a firm commitment.

Form F-3 regulatory

"filed with the Securities and Exchange Commission as a part of our registration statement on Form F-3"

Form F-3 is a U.S. securities filing that lets eligible foreign companies pre-register and then quickly sell shares or other securities to raise money, because they already meet ongoing reporting and size tests. For investors it signals that the company is up-to-date with regulatory disclosure and has an efficient way to issue new securities — similar to a pre-approved credit line — which can mean faster capital raises but also potential dilution of existing holdings.

Holding Foreign Companies Accountable Act regulatory

"could be prohibited from trading under the Holding Foreign Companies Accountable Act"

A U.S. law that forces companies listed on U.S. exchanges to allow independent inspections of their financial audits and to prove they are under reliable oversight; if they can't, they risk being removed from the exchanges. For investors, it’s like requiring regular safety inspections for a car: it increases confidence by revealing whether financial statements are trustworthy and warns of higher risk or possible loss if a company fails to meet the standard.

Offering Details

ATM

Offering

Offering Type ATM

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Available on EDGAR 06/26/2026 - 06:05 AM Accepted by SEC EDGAR 06/25/2026 - 09:50 PM Learn about SEC filing dates

Filed Pursuant to Rule 424(b)(5)

Registration No. 333-292266

AMENDMENT NO. 1 DATED June 25, 2026

To Prospectus Supplement dated January 30, 2026

(To Prospectus dated January 29, 2026)

Up to $50,000

American Depositary Shares

Representing Class A Ordinary Shares

This Amendment No. 1 (the “Amendment”) to the Prospectus Supplement amends and supplements the information in the prospectus, dated January 29, 2026 (the “Prospectus”), filed with the Securities and Exchange Commission as a part of our registration statement on Form F-3 (File No. 333-292266) (the “Registration Statement”), as previously supplemented by our prospectus supplement, dated January 30, 2026 (the “Prospectus Supplement,” and together with the Prospectus, the “Prior Prospectus”), relating to the offer and sale of shares of our common stock having an aggregate offering price of up to $12,800,00 pursuant to the terms of a certain Sales Agreement, dated January 30, 2026 (the “Sales Agreement”), with A.G.P./Alliance Global Partners (“A.G.P.” or the “Sales Agent”). This Amendment should be read in conjunction with the Prior Prospectus, and is qualified by reference thereto, except to the extent that the information herein amends or supersedes the information contained in the Prior Prospectus. This Amendment is not complete without, and may only be delivered or utilized in connection with, the Prior Prospectus and any future amendments or supplements thereto.

As of the date of this Amendment, the aggregate market value of our outstanding Class A ordinary shares, par value US$0.00001 per share (the “Class A Ordinary Shares”), held by non-affiliates is approximately $15,232,778.40 which is calculated based on 580,296,320 Class A Ordinary Shares held by non-affiliates (representing approximately 14,507,408 ADSs), a price of $1.05 per ADS as of May 4, 2026, which was the highest closing sale price of the ADSs on Nasdaq within the prior 60 days of this Amendment, and the ADS-to-Class A Ordinary Share ratio of 40 Class A Ordinary Shares per ADS. For purposes of this calculation, we have excluded our outstanding Class B Ordinary Shares, par value 0.00001 per share (the “Class B Ordinary Shares” and, together with the Class A Ordinary Shares, the “Ordinary Shares”), which are not publicly traded and are held by our founders and other affiliates, as further described in the Prior Prospectus. For a description of our dual-class share structure and the voting control of our founders and other affiliates, see “Description of Share Capital” in the Prospectus Supplement. During the 12 calendar months prior to and including the date of this Amendment, we have sold an aggregate of 22,000 ADSs and raised approximately $25,018 in gross proceeds in accordance with the terms of the Sales Agreement. As a result, pursuant to General Instruction I.B.5 to Form F-3 and in accordance with the terms of the Sales Agreement, this Amendment fixes the size of the continuous offering to up to $50,000 of ADSs from time to time through or to the Sales Agent through this Amendment and the Prior Prospectus as of the date hereof

We are an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012, and have elected to comply with certain reduced public company reporting requirements.

We are a Cayman Islands holding company and conduct substantially all of our operations through subsidiaries in the People’s Republic of China (the “PRC”) and other jurisdictions. As a result, we are subject to risks related to doing business in the PRC, including regulatory oversight by PRC authorities and the risk that the ADSs could be prohibited from trading under the Holding Foreign Companies Accountable Act if the PCAOB is unable to inspect or investigate completely our auditor.

Investing in the ADSs involves a high degree of risk. See the “Risk Factors” section beginning on page S-5 of the Prospectus Supplement and page 3 of the Prospectus, as well as our other filings that are incorporated by reference into the Prospectus Supplement and the Prospectus.

Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this Amendment or the Prior Prospectus. Any representation to the contrary is a criminal offense.

A.G.P.

This prospectus supplement is dated June 25, 2026

FAQ

What does XCH's amendment dated June 25, 2026 do?

The amendment fixes the company’s at-the-market offering capacity at up to $50,000 of ADSs under the Sales Agreement with A.G.P.. It supplements the prior prospectus supplement dated January 30, 2026.

How many ADSs did XCH sell in the past 12 months and for how much?

XCH sold an aggregate of 22,000 ADSs during the prior 12 months, raising approximately $25,018 in gross proceeds under the Sales Agreement with A.G.P.

What market-value context does the amendment provide for XCH shares?

The filing states aggregate market value of Class A shares held by non-affiliates is approximately $15,232,778.40, based on 580,296,320 Class A Ordinary Shares and an ADS price of $1.05 as of May 4, 2026.

Who is the sales agent for XCH’s at-the-market program?

The Sales Agreement for the ATM program names A.G.P./Alliance Global Partners as the sales agent to conduct ADS sales from time to time under the prospectus and amendment.

Does the amendment discuss regulatory risks related to China?

Yes. The amendment reiterates risks tied to operating in the PRC and notes the ADSs could be affected under the Holding Foreign Companies Accountable Act if the PCAOB cannot fully inspect the auditor.