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XCHG Limited (Nasdaq: XCH) raises $4.375M in registered ADS sale

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6-K

Rhea-AI Filing Summary

XCHG Limited entered into a securities purchase agreement with a single global institutional investor for a registered direct offering of 7,000,000 American Depositary Shares at $0.625 per ADS. The transaction is expected to generate approximately $4.375 million in gross proceeds, which the company plans to use for working capital and general corporate purposes.

The ADSs are being issued under an effective Form F-3 shelf registration, with A.G.P./Alliance Global Partners acting as sole placement agent and earning a 6.75% cash fee on aggregate gross proceeds plus capped expenses. A side letter allows A.G.P. to arrange additional closings of up to 1% of the initial ADS amount within 30 days, providing limited flexibility to place a small additional tranche.

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Insights

XCHG raises $4.375M via small registered direct ADS sale.

XCHG Limited is using its Form F-3 shelf to sell 7,000,000 ADSs at $0.625 per ADS to a single institutional investor, for gross proceeds of about $4.375 million. This is a straightforward equity raise that modestly adds cash to the balance sheet.

A.G.P./Alliance Global Partners earns a 6.75% fee on gross proceeds plus capped reimbursed expenses, which slightly reduces net cash raised. A side letter permits additional closings of up to 1% of the initial ADS amount within 30 days, but actual use depends on investor demand. Overall impact appears routine rather than transformative.

ADSs offered 7,000,000 ADSs Registered direct offering to a single institutional investor
Offering price $0.625 per ADS Purchase price in June 2026 registered direct offering
Gross proceeds $4.375 million Aggregate gross proceeds from ADS sale before fees
Placement fee rate 6.75% of gross proceeds Cash fee payable to A.G.P. as placement agent
Expense reimbursement cap $75,000 Cap on travel and out-of-pocket expenses reimbursed to placement agent
Non-accountable expense cap $15,000 Additional capped non-accountable expenses for placement agent
Registration statement Form F-3, File No. 333-292266 Shelf registration used for this ADS offering
Additional placement limit 1% of initial securities Maximum additional ADSs under side letter within 30 days
registered direct offering financial
"for the purchase and sale of 7,000,000 of the Company’s American depositary shares (the “ADSs”) in a registered direct offering."
A registered direct offering is a way for a company to sell new shares of its stock directly to select investors with regulatory approval. This method allows the company to raise funds quickly and efficiently without needing a public auction, similar to offering exclusive access to a limited number of buyers. For investors, it often provides an opportunity to purchase shares at a favorable price, while giving the company immediate access to capital.
Form F-3 regulatory
"The ADSs offered to the institutional investor described above are being offered pursuant to a registration statement on Form F-3 (File No. 333-292266)."
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.
placement agency agreement financial
"the Company entered into a placement agency agreement (the “Placement Agency Agreement”) with A.G.P./Alliance Global Partners"
Side Letter financial
"Pursuant to the Side Letter to the Placement Agency Agreement, dated June 29, 2026, the Company and the Placement Agent have mutually agreed to additional closings"
forward-looking statements regulatory
"Certain statements in this announcement are forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
gross proceeds financial
"The gross proceeds from the offering are expected to be approximately $4.375 million, before deducting placement agent commissions and other offering expenses."
The total amount of cash a company receives from a financing event or sale before any fees, expenses, taxes or deductions are taken out. Investors watch gross proceeds because it shows the raw scale of new capital being raised—think of it as the paycheck amount before withholdings—which helps assess how much funding is available for operations, growth, debt payoff or how much shareholder dilution might occur once costs are removed.
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Form 6-K: How Foreign Companies Report to the SEC →
0001979887--12-31falseJune 30, 202600019798872026-01-012026-06-30

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

For the month of June 2026

Commission file number: 001-42208

XCHG Limited

(Exact Name of Registrant as Specified in Its Charter)

XCharge Europe GmbH, Heselstücken 18,

22453 Hamburg, Germany

XCharge Energy USA Inc, 19121 Marketplace Avenue,

Building 2-Suite 2-145, Kyle, TX 78640, United States

(Address of Principal Executive Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

 

 

INFORMATION CONTAINED IN THIS FORM 6-K REPORT

 

On June 25, 2026, XCHG Limited, a Cayman Islands exempted company (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with certain institutional investor named thereto (the “Purchaser”), pursuant to which the Company agreed to issue and sell, in a registered direct offering (the “Offering”) of an aggregate of 7,000,000 American Depositary Shares (the “ADSs”) each representing forty (40) Class A Ordinary Shares par value US$0.00001 per share (the “Class A Ordinary Shares”), at a purchase price of $0.625 per ADS (the “Securities”).

The Offering initially closed on June 29, 2026. The Company received approximately $4.375 million in gross proceeds from the Offering, before deducting placement agent fees and estimated offering expenses. The Company intends to use the net proceeds from the Offering for working capital and general corporate purposes.

The Purchase Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company, other obligations of the parties, and termination provisions.

The Securities were offered by the Company pursuant to a registration statement on Form F-3, as amended (File No. 333-292266) (the “Registration Statement”), initially filed with the Securities and Exchange Commission (the “Commission”) on December 19, 2025 and declared effective by the Commission on January 19, 2026, the base prospectus filed as part of the Registration Statement, and the prospectus supplement dated June 25, 2026 (the “Prospectus Supplement”).

On June 25, 2026, the Company entered into a placement agency agreement (the “Placement Agency Agreement”) with A.G.P./Alliance Global Partners (“A.G.P.” or the “Placement Agent”), pursuant to which the Company engaged A.G.P. as the sole placement agent in connection with the Offering. The Placement Agent agreed to use its reasonable best efforts to arrange for the sale of the Securities. In addition, under the Placement Agency Agreement the Company agreed to pay the Placement Agent a cash fee in cash equal to 6.75% of the aggregate gross proceeds raised from the sale. The Company also agreed to reimburse the Placement Agent at closing for all reasonable travel and other out-of-pocket expenses incurred by them in connection with the Offering in an amount not to exceed $75,000, and non-accountable expenses in an amount not to exceed $15,000.

The Placement Agency Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Placement Agent, including for liabilities under the Securities Act of 1933, as amended (the “Securities Act”), other obligations of the parties and termination provisions.

Pursuant to the Side Letter to the Placement Agency Agreement, dated June 29, 2026, the Company and the Placement Agent have mutually agreed to additional closings on or before the 30th calendar day anniversary of the initial closing date, if the Placement Agent exercises its option to place additional ADSs of up to an aggregate amount of 1% of the Securities to one or more investors by delivery of one or more written notices.

 

The foregoing summaries of the Placement Agency Agreement, the Side Letter and the Purchase Agreement do not purport to be complete and are subject to, and qualified in their entirety by, such documents filed as Exhibits 1.1, 1.2 and 10.1, respectively, hereto and incorporated by reference herein.

Copy of the opinion of Maples and Calder (Hong Kong) LLP relating to the legality of the issuance and sale of the Securities is filed as Exhibits 5.1 hereto.

 

On June 26, 2026, the Company issued a press release related to the Offering entitled “XCharge Announces Pricing of $4.375 Million Registered Direct Offering with a Single Global Institutional Investor”, which press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information contained in this Report on Form 6-K, including Exhibit 99.1 hereto, is hereby incorporated by reference into the Company’s registration statement on Form F-3 (File No. 333-292266).

 

This Current Report on Form 6-K shall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, nor shall there be any offer, solicitation, or sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

 

Forward-Looking Statements

Certain statements in this announcement are forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties and are based on current expectations and projections about future events and financial trends that the Company believes may affect its financial condition, results of operations, business strategy and financial needs. Investors can identify these forward-looking statements by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “potential,” “continue,” “is/are likely to” or other similar expressions. The Company undertakes no obligation to update forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results in the Company’s registration statement and in its other filings with the U.S. Securities and Exchange Commission.

 

EXHIBIT INDEX

Exhibit No.

Description

1.1*

Placement Agency Agreement, dated June 25, 2026, by and between the Company and A.G.P./Alliance Global Partners

1.2*

Side Letter to the Placement Agency Agreement, dated June 29, 2026

5.1

 

Opinion of Maples and Calder (Hong Kong) LLP

10.1*

Form of Securities Purchase Agreement

23.1

Consent of Maples and Calder (Hong Kong) LLP (included in Exhibit 5.1)

99.1

Press Release - XCharge Announces Pricing of $4.375 Million Registered Direct Offering with a Single Global Institutional Investor

104

Cover Page Interactive Data File (embedded within the Inline XBRL Document)

 

* Certain personal information has been omitted from this exhibit pursuant to Item 601(a)(6) of Regulation S-K.

 

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

XCHG Limited

Date: June 29, 2026

By:

/s/ Yifei Hou

Name: Yifei Hou

Title: Co-Chief Executive Officer

 

Exhibit 99.1

 

XCharge Announces Pricing of $4.375 Million Registered Direct Offering with a Single Global Institutional Investor

 

HAMBURG, Germany and MUNICH, June 26, 2026 (GLOBE NEWSWIRE) -- XCHG Limited ("XCharge" or the "Company") (Nasdaq: XCH), an integrated EV charging and energy solutions company, today announced that it has entered into a securities purchase agreement with a single global institutional investor for the purchase and sale of 7,000,000 of the Company’s American depositary shares (the “ADSs”) in a registered direct offering. The gross proceeds from the offering are expected to be approximately $4.375 million, before deducting placement agent commissions and other offering expenses.

 

The closing of the offering is expected to occur on or about June 29, 2026, subject to the satisfaction of customary closing conditions. The Company intends to use the net proceeds from the offering for working capital and general corporate purposes.

 

A.G.P./Alliance Global Partners is acting as the sole placement agent for the offering.

 

The ADSs offered to the institutional investor described above are being offered pursuant to a registration statement on Form F-3 (File No. 333-292266) which was declared effective by the Securities and Exchange Commission (the “SEC”) on January 29, 2026. The offering is being made only by means of a prospectus supplement and accompanying prospectus which are a part of the effective registration statement. A prospectus supplement and the accompanying prospectus relating to the registered direct offering will be filed with the SEC and will be available on the SEC's website at www.sec.gov. Additionally, when available, electronic copies of the prospectus supplement and the accompanying prospectus may be obtained from A.G.P./Alliance Global Partners, 590 Madison Avenue, 28th Floor, New York, NY 10022, or by telephone at (212) 624-2060, or by email at prospectus@allianceg.com.

 

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation, or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

About XCharge

 

XCharge (Nasdaq: XCH) is a global supplier of high-performance electric vehicle charging solutions and energy storage solutions. The Company has headquarters in Hamburg and Austin, working with a globally networked team to drive innovation in the field of energy and help its customers achieve long-term success.

 

Safe Harbor Statement

 

This press release contains forward-looking statements. Such statements are made pursuant to the "safe harbor" provisions of the U.S. Private Securities Litigation Reform Act of 1995. Statements that are not historical facts, including statements about XCHG Limited's beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties, and a number of factors could cause actual results to differ materially from those contained in any forward-looking statement. In some cases, forward-looking statements can be identified by words or phrases such as "may," "will," "expect," "anticipate," "objective," "target," "aim," "estimate," "intend," "plan," "believe," "potential," "continue," "is/are likely to" or other similar expressions. Further information regarding these and other

risks, uncertainties or factors is included in XCHG Limited's filings with the United States Securities and Exchange Commission.

 

All information provided in this press release is as of the date of this press release, and XCHG Limited does not undertake any duty to update such information, except as required under applicable law.

 

For investor and media inquiries, please contact:

 

XCharge
IR Department
Email: ir@xcharge.com

 

Source: View Original Filing on SEC EDGAR

FAQ

What did XCHG Limited (XCH) announce in this Form 6-K?

XCHG Limited announced a registered direct offering of 7,000,000 ADSs at $0.625 per ADS. The deal with a single global institutional investor is expected to raise about $4.375 million in gross proceeds before fees and offering expenses.

How much money is XCHG Limited (XCH) raising and at what price?

XCHG Limited is raising approximately $4.375 million in gross proceeds by selling 7,000,000 ADSs. Each ADS is priced at $0.625, in a registered direct offering to a single global institutional investor under an effective Form F-3 shelf registration.

How will XCHG Limited (XCH) use the proceeds from this offering?

XCHG Limited intends to use the net proceeds from the offering for working capital and general corporate purposes. After paying placement agent commissions, capped reimbursed expenses, and other offering costs, remaining funds will support general business needs and operations.

Who is acting as placement agent for XCHG Limited’s ADS offering?

A.G.P./Alliance Global Partners is the sole placement agent for XCHG Limited’s registered direct ADS offering. Under the placement agency agreement, A.G.P. receives a cash fee of 6.75% of aggregate gross proceeds plus capped reimbursed expenses for its services.

What additional placement option exists under XCHG Limited’s side letter?

A side letter allows the placement agent to arrange additional closings within 30 days of the initial closing. It may place additional ADSs up to an aggregate amount of 1% of the initial securities amount, by delivering one or more written notices to the company.

Under which registration statement is XCHG Limited’s ADS offering being made?

The ADSs are being offered under XCHG Limited’s shelf registration statement on Form F-3, File No. 333-292266. This registration statement was declared effective by the SEC on January 29, 2026 and is used together with a June 25, 2026 prospectus supplement.

Filing Exhibits & Attachments

6 documents

Press Releases

Agreements & Contracts

Other Documents