XCHG Limited (NASDAQ: XCH) launches $12.8M at-the-market ADS offering

Rhea-AI Filing Summary

XCHG Limited entered a sales agreement with A.G.P./Alliance Global Partners for an at-the-market program to sell up to $12,800,000 of American depositary shares, each representing 40 Class A ordinary shares. Sales will occur under the company’s effective Form F-3 shelf registration and related prospectus supplement.

The company will pay the sales agent a 3.0% commission on gross proceeds and reimburse specified expenses. Any net proceeds are intended for working capital and general corporate purposes, including funding research and development, operations and capital expenditures. A Cayman Islands legal opinion confirms the company’s valid existence and that shares issued under the program will be fully paid and non-assessable when properly issued.

Insights

Capital markets and equity financing analyst

XCHG sets up a $12.8M ATM ADS program for flexible primary funding.

XCHG Limited has arranged an at-the-market equity program to sell up to $12,800,000 in ADSs through A.G.P./Alliance Global Partners. The agent will conduct sales from time to time on Nasdaq or through other permitted methods, earning a 3.0% commission on gross proceeds.

This structure allows incremental capital raising without a single large offering, which can moderate market impact but introduces ongoing potential dilution as shares are issued. Net proceeds are earmarked for working capital, research and development, operations and capital expenditures, linking usage directly to core business needs.

The accompanying Cayman Islands legal opinion confirms the company’s valid existence and that shares underlying the ADSs will be fully paid and non-assessable when issued in accordance with the Sales Agreement, supporting enforceability and investor confidence in the securities’ status. Actual issuance volume will depend on future market conditions and company decisions.

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 January 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 ☐

Entry into a Material Definitive Agreement

On January 30, 2026, XCHG Limited (the “Company”) entered into a sales agreement (the “Sales Agreement”) with A.G.P./Alliance Global Partners (the “Sales Agent”), pursuant to which the Company may offer and sell, from time to time, to or through the Sales Agent, American depositary shares (“ADSs”), each representing 40 of the Company’s Class A ordinary shares, par value $0.00001 per share.

The offer and sale from time to time of ADSs pursuant to the Sales Agreement will be made pursuant to the Company’s effective shelf registration statement on Form F-3, including the prospectus contained therein (File No. 333-292266) filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) on December 19, 2025 and declared effective by the SEC on January 29, 2026, as supplemented by a prospectus supplement filed with the SEC pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities Act”) on January 30, 2026, relating to the offer and sale of up to an aggregate of $12,800,000 in ADSs.

The Company is not obligated to sell any ADSs under the Sales Agreement. Upon delivery of a written notice from the Company and subject to the terms and conditions of the Sales Agreement and such written notice, the Sales Agent may sell the ADSs by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act. The Sales Agent has agreed to use commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations, and the rules of The Nasdaq Global Market, to sell ADSs pursuant to the Sales Agreement from time to time.

The Sales Agreement will terminate upon the earliest of (a) the sale of all of the ADSs and (b) the termination of the Sales Agreement in accordance with the terms and conditions set forth therein. The Company has agreed to pay the Sales Agent an amount equal to 3.0% of the aggregate gross proceeds from each sale of ADSs by the Sales Agent pursuant to the Sales Agreement and has agreed to customary indemnification and contribution rights in favor of the Sales Agent. Additionally, the Company has agreed to reimburse the Sales Agent for certain specified expenses in connection with entering into the Sales Agreement and ongoing sales thereunder. The Sales Agreement contains customary representations and warranties and conditions to the sale of the ADSs thereunder. The Sales Agent’s obligations to sell ADSs under the Sales Agreement are subject to satisfaction of certain conditions, including customary closing conditions.

The Company intends to use the proceeds from any sales under the Sales Agreement for working capital and general corporate purposes, which include financing the Company’s research and development, operations and capital expenditures.

The foregoing description of the Sales Agreement is only a summary and is qualified in its entirety by reference to the complete text of the Sales Agreement, which is filed as Exhibit 10.1 to this Report on Form 6-K and incorporated by reference herein.

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

A copy of the opinion of Maples and Calder (Hong Kong) LLP regarding the validity of the ADSs is filed as Exhibit 5.1 to this Report on Form 6-K and is incorporated by reference into the Company’s registration statement on Form F-3 (File No. 333-292266) filed with the SEC.

EXHIBIT INDEX

Exhibit No.		Description
5.1		Opinion of Maples and Calder (Hong Kong) LLP.
10.1*		Sales Agreement, dated as of January 30, 2026, by and between XCHG Limited and A.G.P./Alliance Global Partners.
23.1		Consent of Maples and Calder (Hong Kong) LLP (included in Exhibit 5.1).

* 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: January 30, 2026	By:	/s/ Yifei Hou
		Name: Yifei Hou
		Title: Chief Executive Officer

EXHIBIT 5.1

XCHG Limited

ICS Corporate Services (Cayman) Limited

Palm Grove Unit 4, 265 Smith Road, George Town

P.O. Box 52A Edgewater Way, #1653, Grand Cayman KY1-9006

Cayman Islands

30 January 2026

XCHG Limited

We have acted as Cayman Islands legal advisers to XCHG Limited (the "Company") in connection with the Company’s registration statement on Form F-3, including all amendments or supplements thereto (the "Registration Statement"), filed with the Securities and Exchange Commission (the “Commission”) on 19 December 2025 under the U.S. Securities Act of 1933, as amended to date, the base prospectus included therein and the prospectus supplement dated 30 January 2026 (the “Prospectus Supplement”) relating to the sale of American depositary shares (the "ADSs") representing the Company's class A ordinary shares of par value US$0.00001 each (the "Shares") by the Company in accordance with the Sales Agreement dated 30 January 2026 (the “Sales Agreement").

We are furnishing this opinion and consent as Exhibits 5.1 and 23.1 to the Report of Foreign Private Issuer on Form 6-K to be filed by the Company relating to the Sales Agreement, which Report shall be incorporated by reference into the Registration Statement.

1Documents Reviewed

For the purposes of this opinion, we have reviewed only originals, copies or final drafts of the following documents:

1.1The certificate of incorporation of the Company dated 16 December 2021 and the certificate of incorporation on change of name dated 10 January 2022 issued by the Registrar of Companies.

1.2The third amended and restated memorandum and articles of association of the Company adopted by a special resolution passed on 22 July 2024 and effective immediately prior to the completion of the Company’s initial public offering of ADSs representing its Shares (the "Memorandum and Articles").

1.3The written resolutions of the board of directors of the Company dated 27 January 2026 (the "Resolutions").

1.4A certificate of good standing dated 27 January 2026, issued by the Registrar of Companies in the Cayman Islands (the "Certificate of Good Standing").

1.5A certificate from a director of the Company, a copy of which is attached hereto (the "Director's Certificate").

1.6The Registration Statement.

1.7The Prospectus Supplement.

1.8The Sales Agreement.

2Assumptions

The following opinions are given only as to, and based on, circumstances and matters of fact existing and known to us on the date of this opinion letter. These opinions only relate to the laws of the Cayman Islands which are in force on the date of this opinion letter. In giving these opinions we have relied (without further verification) upon the completeness and accuracy, as of the date of this opinion letter, of the Director's Certificate and the Certificate of Good Standing. We have also relied upon the following assumptions, which we have not independently verified:

2.1Copies of documents, conformed copies or drafts of documents provided to us are true and complete copies of, or in the final forms of, the originals.

2.2All signatures, initials and seals are genuine.

2.3There is nothing contained in the minute book or corporate records of the Company (which we have not inspected) which would or might affect the opinions set out below.

2.4There is nothing under any law (other than the law of the Cayman Islands), which would or might affect the opinions set out below.

3Opinion

Based upon the foregoing and subject to the qualifications set out below and having regard to such legal considerations as we deem relevant, we are of the opinion that:

3.1The Company has been duly incorporated as an exempted company with limited liability and is validly existing and in good standing with the Registrar of Companies under the laws of the Cayman Islands.

3.2The authorised share capital of the Company is US$50,000 divided into 5,000,000,000 ordinary shares of par value of US$0.00001 each, comprising (a) 4,258,745,553 Class A Ordinary Shares of par value of US$0.00001 each, and (b) 741,254,447 Class B Ordinary Shares of par value of US$0.00001 each.

3.3The issue and allotment of the Shares have been duly authorised and when allotted, issued and paid for as contemplated in the Registration Statement, the Prospectus Supplement and the Sales Agreement, the Shares will be legally issued and allotted, fully paid and non-assessable. As a matter of Cayman law, a share is only issued when it has been entered in the register of members (shareholders).

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4Qualifications

4.1In this opinion letter the phrase "non-assessable" means, with respect to shares in the Company, that a shareholder shall not, solely by virtue of its status as a shareholder and in absence of a contractual arrangement, or an obligation pursuant to the memorandum and articles of association, to the contrary, be liable for additional assessments or calls on the shares by the Company or its creditors (except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose or other circumstances in which a court may be prepared to pierce or lift the corporate veil).

Except as specifically stated herein, we make no comment with respect to any representations and warranties which may be made by or with respect to the Company in any of the documents or instruments cited in this opinion or otherwise with respect to the commercial terms of the transactions, which are the subject of this opinion.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our name under the headings "Enforceability of Civil Liabilities" and "Legal Matters" and elsewhere in the Registration Statement. In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the U.S. Securities Act of 1933, as amended, or the Rules and Regulations of the Commission thereunder.

Yours faithfully

/s/ Maples and Calder (Hong Kong) LLP

Maples and Calder (Hong Kong) LLP

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FAQ

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

XCHG Limited established an at-the-market offering program to sell up to $12,800,000 of American depositary shares (ADSs). The ADSs will be sold from time to time through A.G.P./Alliance Global Partners under an effective shelf registration statement on Form F-3 and prospectus supplement.

How are XCHG Limited (XCH) ADSs structured in this ATM program?

Each XCHG Limited ADS in this program represents 40 Class A ordinary shares with a par value of $0.00001 per share. The ADSs will be issued and sold under a Form F-3 shelf and related prospectus supplement, providing a registered vehicle for primary capital raising.

What are the fees and obligations under XCHG Limited’s (XCH) Sales Agreement?

XCHG Limited will pay A.G.P./Alliance Global Partners a 3.0% commission on the aggregate gross proceeds of each ADS sale and reimburse specified expenses. The company is not obligated to sell any ADSs, and the agent’s obligations are subject to customary conditions in the Sales Agreement.

How does XCHG Limited (XCH) plan to use proceeds from the ATM ADS sales?

XCHG Limited intends to use any net proceeds from ADS sales for working capital and general corporate purposes. This includes financing research and development activities, supporting ongoing operations, and funding capital expenditures to advance and expand the company’s business.

What legal opinions support XCHG Limited’s (XCH) ATM ADS offering?

Maples and Calder (Hong Kong) LLP issued a Cayman Islands legal opinion stating XCHG Limited is validly existing and in good standing. They opined that, when issued under the program, the underlying shares will be legally issued, fully paid and non-assessable under Cayman Islands law.

What is XCHG Limited’s (XCH) authorised share capital and share classes?

XCHG Limited’s authorised share capital is US$50,000, divided into 5,000,000,000 ordinary shares of par value US$0.00001 each. This comprises 4,258,745,553 Class A ordinary shares and 741,254,447 Class B ordinary shares, providing the capital structure underlying the ADS program.