XCH 6-K
XCHG Ltd (XCH)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of December 2025
Commission File Number:
(Exact Name of Registrant as Specified in Its Charter)
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.
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Form 20-F ☒ |
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Form 40-F ☐ |
INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K
June 30, 2025 Financial Results
Attached as exhibits to this report on Form 6-K are (i) Management’s Discussion and Analysis of Financial Conditions and Results of Operations for XCHG Limited (the “Company”) for the six-month periods ended June 30, 2025 and 2024 which is attached as Exhibit 99.1; and (ii) the Company’s Unaudited Condensed Consolidated Interim Financial Statements as of June 30, 2025 and for the six-month periods ended June 30, 2025 and 2024, which are attached as Exhibit 99.2.
EXHIBIT INDEX
Exhibit No. |
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Description |
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99.1 |
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99.2 |
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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.
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XCHG Limited |
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Date: December 19, 2025 |
By: |
/s/ Yifei Hou |
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Name: Yifei Hou |
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Title: Chief Executive Officer |
Exhibit 99.1
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our consolidated financial statements and related notes and the other financial information included in the Exhibits to the Report of Foreign Private Issuer on Form 6-K to which this Exhibit is attached. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those disclosed below and in our Annual Report on Form 20-F.
Recent Developments
On October 28, 2025, we received a formal notice of arbitration from the China International Economic and Trade Arbitration Commission. The notice states that a claim was filed by an investor seeking repayment of the outstanding principal and interest totaling RMB16.71 million (equivalent to US$2.33 million), plus default interest accruing at an annual rate of 12% from March 10, 2025, as well as recovery of its legal fees and arbitration costs. The claim also demands joint and several liability from us, our German subsidiary, and our founders, Mr. Ding Rui and Mr. Hou Yifei. As of the date hereof, the arbitration is pending, and no hearing has been scheduled.
Key Components of Results of Operations
Revenues
We derive our revenues from two sources, namely (i) product revenues; and (ii) service revenues. For the six months ended June 30, 2024 and 2025, our revenues amounted to US$20.1 million and US$12.5 million, respectively. The following table sets forth a breakdown of our revenues, in absolute amounts and as percentages of total revenues, for the periods indicated.
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For the Six Months Ended June 30, |
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2024 |
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2025 |
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||||||||||
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US$ |
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% |
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US$ |
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% |
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(in thousands, except for percentages) |
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Revenues |
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Product revenues |
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19,956 |
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99.0 |
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12,081 |
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97.0 |
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Service revenues |
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194 |
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1.0 |
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362 |
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2.9 |
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Total |
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20,150 |
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100.0 |
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12,451 |
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100.0 |
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Product revenues. We generate revenues from the sales of our products. We typically recognize the revenue at a point in time when the products are accepted by customers. In the six months ended June 30, 2024 and 2025, our product revenues amounted to US$19.9 million and US$12.1 million, respectively, representing 99.0% and 97.1% of our total revenues in the same periods, respectively. The year-over-year decrease was mainly due to external policy dynamics, including trade policy turbulence and evolving renewable energy regulations. These factors led certain customers to temporarily delay procurement decisions, contributing to a softer order volume in the first half of 2025.
Service revenues. Complementary to the initial sales of products, we also offer accompanying services throughout the entire life cycle, including both software system upgrades and hardware maintenance. We start to charge our customers for the services after an inclusion period of one to three years following the sale. We typically recognize the revenue over the period of such services on a straight-line basis. In the six months ended June 30, 2024 and 2025, most of our products sold were still within the inclusion period of one to three years following the sale. Our service revenues amounted to US$0.2 million and US$0.4 million in the six months ended June 30, 2024 and 2025, respectively, representing 1.0% and 2.9% of our total revenues in the same periods, respectively. As the number of installed chargers grows, we expect recurring service revenues to account for an increasing portion of our total revenues in the long run.
Cost of Revenues
Our cost of revenues consists of the costs and expenses that are directly related to providing our products and services to our customers. These costs and expenses include (i) cost of products sold, (ii) shipping costs, (iii) customs duties, (iv) share-based compensation, and (v) others. In the six months ended June 30, 2024 and 2025, our cost of revenues amounted to US$10.3 million and US$6.1 million respectively, representing 51.3% and 48.8% of our revenues in the same periods, respectively. The following table sets forth our cost of revenues, in absolute amounts and as percentages of total revenues, for the periods indicated.
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For the Six Months Ended June 30, |
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2024 |
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2025 |
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US$ |
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% |
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US$ |
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% |
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Cost of revenues |
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Cost of products sold |
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9,249 |
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89.5 |
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4,694 |
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77.3 |
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Shipping costs |
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399 |
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3.9 |
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483 |
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8.0 |
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Customs duties |
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82 |
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0.8 |
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574 |
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9.4 |
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Share based compensation |
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— |
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— |
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16 |
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0.3 |
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Others(1) |
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603 |
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5.8 |
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303 |
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5.0 |
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Total |
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10,333 |
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100.0 |
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6,070 |
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100.0 |
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Note:
We expect our cost of revenues to decrease as a percentage of our revenues in the long run through economies of scale and improvement of operating efficiency, and to increase in absolute amount in line with our expansion of business and customer base growth.
Gross Profit
Gross profit is equal to our total revenues less cost of revenues. Gross profit as a percentage of our total revenues is referred to as gross margin. In the six months ended June 30, 2024 and 2025, our gross profit was US$9.8 million and US$6.4 million, respectively, and our gross margin was 48.7% and 51.3%, respectively.
Operating Expenses
Our operating expenses consist of selling and marketing expenses, research and development expenses, general and administrative expenses. In the six months ended June 30, 2024 and 2025 our operating expenses amounted to US$9.9 million and US$13.9 million, respectively, representing 48.9% and 111.6% of our revenues in the same periods, respectively. The following table sets forth a breakdown of our operating expenses, in absolute amounts and as percentages of our total revenues, for the periods indicated.
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For the Six Months Ended June 30, |
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2024 |
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2025 |
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US$ |
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% |
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US$ |
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% |
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(in thousands, except for percentages) |
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Operating expenses |
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Selling and marketing expenses |
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4,379 |
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44.4 |
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5,187 |
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37.3 |
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Research and development expenses |
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2,166 |
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22.0 |
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4,085 |
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29.4 |
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General and administrative expenses |
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3,307 |
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33.6 |
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4,620 |
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33.3 |
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Total |
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9,852 |
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100.0 |
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13,892 |
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100.0 |
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Selling and marketing expenses. Selling and marketing expenses consist of (i) staff cost in relation to selling and marketing activities, (ii) share-based compensation, (iii) marketing expense, and (iv) other selling and marketing expenses. In the six months ended June 30, 2024 and 2025 our selling and marketing expenses amounted to US$4.4 million and US$5.2 million, respectively, 21.7% and 41.7% of our revenues in the same periods, respectively. The following table sets forth a breakdown of our selling and marketing expenses, in absolute amounts and as percentages of our total revenues, for the periods indicated.
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For the Six Months Ended June 30, |
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2024 |
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2025 |
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US$ |
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% |
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US$ |
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% |
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(in thousands, except for percentages) |
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Selling and marketing expenses |
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Staff cost |
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3,090 |
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70.6 |
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2,700 |
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52.1 |
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Share based compensation |
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— |
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— |
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180 |
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3.4 |
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Marketing expense |
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398 |
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9.1 |
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1,456 |
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28.1 |
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Others(1) |
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891 |
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20.3 |
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851 |
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16.4 |
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Total |
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4,379 |
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100.0 |
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5,187 |
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100.0 |
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Note:
Research and development expenses. Research and development expenses consist of (i) outsourcing development expense, (ii) staff cost in relation to research and development activities, (iii) share-based compensation, and (iv) other research and development expenses. In the six months June 30, 2024 and 2025, our research and development expenses amounted US$2.2 million and US$4.1 million, respectively, representing 10.7% and 32.8% of our revenues in the same periods, respectively. The following table sets forth a breakdown of our research and development expenses, in absolute amounts and as percentages of our total revenues, for the periods indicated.
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For the Six Months Ended June 30, |
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2024 |
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2025 |
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US$ |
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% |
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US$ |
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% |
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(in thousands, except for percentages) |
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Research and development expenses |
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Outsourcing development expense |
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190 |
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8.8 |
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1,621 |
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39.7 |
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Staff cost |
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1,799 |
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83.1 |
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1,815 |
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44.4 |
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Share based compensation |
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— |
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— |
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223 |
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5.5 |
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Others(1) |
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177 |
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8.1 |
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426 |
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10.4 |
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Total |
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2,166 |
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100.0 |
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4,085 |
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100.0 |
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Note:
General and administrative expenses. Our general and administrative expenses consist of (i) professional expenses paid to professional consultants, (ii) staff cost in relation to general and administrative activities, (iii) share based compensation, (iv) foreign currency exchange loss (gain) resulting from the exchange difference in remeasuring foreign currencies to the functional currency as of the relevant dates, (v) losses of credit impairment, and (vi) other general corporate expenses. In the six months ended June 30, 2024 and 2025, our general and administrative expenses amounted to US$3.3 million and US$4.6 million, respectively, representing 16.4% and 37.1% of our revenues in the same periods, respectively. The following table sets forth a breakdown of our general and administrative expenses, in absolute amounts and as percentages of our total revenues, for the periods indicated.
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For the Six Months Ended June 30, |
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2024 |
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2025 |
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US$ |
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% |
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US$ |
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% |
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(in thousands, except for percentages) |
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General and administrative expenses |
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Professional expenses |
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1,134 |
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34.3 |
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1,491 |
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32.3 |
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Staff cost |
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1,130 |
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34.2 |
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1,088 |
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23.5 |
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Share based compensation |
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— |
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— |
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2,425 |
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52.5 |
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Foreign currency exchange loss (gain) |
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185 |
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5.6 |
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(1,234 |
) |
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(26.7 |
) |
(Reversal) Provision on losses of credit impairment |
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(25 |
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(0.8 |
) |
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110 |
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2.4 |
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Other general corporate expenses |
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883 |
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26.7 |
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|
740 |
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16.0 |
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Total |
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3,307 |
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100.0 |
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4,620 |
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100.0 |
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Results of Operations
The following table summarizes our consolidated results of operations and as percentages of our total revenues for the periods indicated. This information should be read together with our consolidated financial statements and related notes included or incorporated by reference elsewhere in the Exhibits to the Report of Foreign Private Issuer on Form 6-K to which this Exhibit is attached.
Revenues
Our revenues decreased by 38.2% from US$20.1 million in the six months ended June 30, 2024 to US$12.5 million in the same period of 2025, primarily driven by external policy dynamics, including trade policy turbulence and evolving renewable energy regulations. These factors led certain customers to temporarily delay procurement decisions, contributing to a softer order volume in the first half of 2025.
Product revenues
Our revenues generated from sales of products decreased by 39.4% from US$19.9 million in the six months ended June 30, 2024 to US$12.1 million in the same period of 2025, mainly driven by the year-over-year decrease was mainly due to external policy dynamics, including trade policy turbulence and evolving renewable energy regulations. These factors led certain customers to temporarily delay procurement decisions, contributing to a softer order volume in the first half of 2025.
Service revenues
Our revenues generated from services were US$0.2 million and US$0.4 million in the six months ended June 30, 2024 and 2025, respectively.
Cost of Revenues
Our cost of revenues decreased by 41.3% from US$10.3 million in the six months ended June 30, 2024 to US$6.1 million in the same period of 2025. The year-over-year decrease was largely in line with the decrease in revenue.
Gross Profit
As a result of the foregoing, our gross profit decreased by 35.0% from US$9.8 million in the six months ended June 30, 2024 to US$6.4 million in the same period of 2025. Our overall gross margin has remained stable between the first six months of 2025 and 2024.
Operating Expenses
Our operating expenses increased by 41.0% from US$9.9 million in the six months ended June 30, 2024 to US$13.9 million in the same period of 2025, primarily reflecting the increases in our selling and marketing expenses, research and development expenses and general and administrative expenses.
Selling and marketing expenses
Our selling and marketing expenses increased by 18.4% from US$4.4 million in the six months ended June 30, 2024 to US$5.2 million in the same period of 2025. The increase was mainly attributable to the increase in expenses for product promotion. Our selling and marketing expenses as percentages of total revenues increased from 21.7% in the six months ended June 30, 2024 to 41.7% in the same period of 2025, reflecting the increase in expenses for product promotion.
Research and development expenses
Our research and development expenses increased by 88.6% from US$2.2 million in the six months ended June 30, 2024 to US$4.1 million in the same period of 2025. The increase was mainly attributable to the increase in new product research and development costs. Our research and development expenses as percentages of total revenue increased from 10.7% in the six months ended June 30, 2024 to 32.8% in the same period of 2025, which was primarily driven by the increase in new product research and development costs.
General and administrative expenses
Our general and administrative expenses increased by 39.7% from US$3.3 million in the six months ended June 30, 2024 to US$4.6 million in the same period of 2025, mainly attributable to the increases in share-based compensation for certain employees and non-employee consultants of the Company, which partially net-off by the increasing gain on foreign currency exchange. Our general and administrative expenses as percentages of total revenues increased from 16.4% in the six months ended June 30, 2024 to 37.1% in the same period of 2025, mainly resulting from increases in share-based compensation for certain employees and non-employee consultants of the Company, which partially net-off by the increasing gain on foreign currency exchange.
Changes in Fair Value of Financial Instruments
Our changes in fair value of financial instruments increased from US$(0.4) million in the six months ended June 30, 2024 to US$0.1 million in the same period of 2025, mainly due to fluctuations in stock prices.
Interest Expenses
We recorded interest expenses of US$75 thousand in the six months ended June 30, 2025, as compared to US$115 thousand in the same period of 2024. Such decrease was primarily due to decrease in the short-term bank borrowings.
Interest Income
We recorded interest income of US$67 thousand in the six months ended June 30, 2025, as compared to US$81 thousand in the same period of 2024.
Income Tax Expense
We recorded an income tax expense of nil in the six months ended June 30, 2025, as compared to US$11 thousand in the six months ended June 30, 2024.
Net Loss
As a result of the foregoing, we recorded net loss of US$7.3 million in the six months ended June 30, 2025, as compared to US$0.2 million in the same period of 2024.
Non-GAAP Financial Measures
We consider adjusted net loss, a non-GAAP financial measure as a supplemental measure to review and assess our operating performance. The presentation of this non-GAAP financial measure is not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with U.S. GAAP. We present this non-GAAP financial measure because it is used by our management to evaluate our operating performance and formulate business plans. We also believe that the use of this non-GAAP measure facilitates investors’ assessment of our operating performance.
This non-GAAP financial measure is not defined under U.S. GAAP and is not presented in accordance with U.S. GAAP. This non-GAAP financial measure has limitations as an analytical tool. One of the key limitations of using this non-GAAP financial measure is that it does not reflect all items of income and expense that affect our operations. Further, this non-GAAP measure may differ from the non-GAAP information used by other companies, including peer companies, and therefore its comparability may be limited. We compensate for these limitations by reconciling this non-GAAP financial measures to the nearest U.S. GAAP performance measure, all of which should be considered when evaluating our performance. We encourage you to review our financial information in its entirety and not rely on a single financial measure.
Adjusted Net Loss
We define adjusted net loss as net loss excluding share-based compensation, changes in fair value of financial instruments and gain on extinguishment of convertible debts.
The following table reconciles our adjusted net losses for the periods indicated to the most directly comparable financial measure calculated and presented in accordance with U.S. GAAP, which is net loss:
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For the Six Months |
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2024 |
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2025 |
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US$ |
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US$ |
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(in thousands) |
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Net loss |
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(218 |
) |
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(7,338 |
) |
Add: |
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Share-based compensation |
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|
— |
|
|
|
2,844 |
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Changes in fair value of financial instruments |
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416 |
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|
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(106 |
) |
Gain on extinguishment of convertible debts |
|
|
(247 |
) |
|
|
— |
|
Adjusted net loss |
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|
(49 |
) |
|
|
(4,600 |
) |
Liquidity and Capital Resources
Cash flows and working capital
Our principal sources of liquidity have been cash generated from financing activities and operating activities. As of June 30, 2025, we had US$16.3 million in cash and cash equivalents, held primarily across financial institutions in three geographic locations. Our deposits held at financial institutions of the People’s Republic of China (the “PRC”) were primarily denominated in Renminbi, Euros and US dollars, which amounted to US$5.6 million, US$1.1 million
and US$1.4 million, respectively. Outside the PRC, we held US$7.2 million denominated in US dollars at institutions in the United States, and US$1.1 million denominated in Euros at institutions in Germany. Under existing PRC foreign exchange regulations, payments of current account items, including profit distributions, interest payments and trade and service-related foreign exchange transactions, can be made in foreign currencies without prior approval of the PRC’s State Administration of Foreign Exchange (“SAFE”) by complying with certain procedural requirements. Specifically, under the existing exchange restrictions, without prior approval of SAFE, cash generated from the operations of our subsidiaries in the PRC a may be used to pay dividends to our company. However, approval from or registration with appropriate government authorities is required where Renminbi is to be converted into foreign currency and remitted out of the PRC to pay capital expenses such as the repayment of loans denominated in foreign currencies. As a result, we need to obtain SAFE approval to use cash generated from the operations of our PRC subsidiaries to pay off their respective debt in a currency other than Renminbi owed to entities outside of the PRC, or to make other capital expenditure payments outside of the PRC in a currency other than Renminbi. We do not believe that such restrictions on foreign exchange would have a material impact on the net assets and liquidity of our company or any of our subsidiaries. We believe that our current cash and anticipated cash flow from operations will be sufficient to meet our anticipated cash needs, including our cash needs for working capital and capital expenditures, for at least the next 12 months.
We are evaluating strategies to obtain additional funding for future operations. These strategies may include, but are not limited to, obtaining equity financing, issuing debt or entering into other financing arrangements. However, we may be unable to access future equity or debt financing when needed. As such, there can be no assurance that we will be able to obtain additional liquidity when needed or under acceptable terms, if at all.
The following table presents our consolidated cash flow data for the periods indicated.
|
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For the Six Months |
|
|||||
|
|
2024 |
|
|
2025 |
|
||
|
|
US$ |
|
|
US$ |
|
||
|
|
(in thousands) |
|
|||||
Net cash provided by (used in) operating activities |
|
|
7,739 |
|
|
|
(6,816 |
) |
Net cash used in investing activities |
|
|
(374 |
) |
|
|
(311 |
) |
Net cash provided by (used in) financing activities |
|
|
1,414 |
|
|
|
(3,509 |
) |
Effect of foreign currency exchange rate changes |
|
|
(183 |
) |
|
|
200 |
|
Net increase (decrease) in cash, cash equivalents and |
|
|
8,596 |
|
|
|
(10,436 |
) |
Cash, cash equivalents and restricted cash at |
|
|
15,693 |
|
|
|
26,774 |
|
Cash, cash equivalents and restricted cash at |
|
|
24,289 |
|
|
|
16,338 |
|
Operating activities
Net cash provided by operating activities was US$7.7 million in the six months ended June 30, 2024. The difference between our net loss of US$0.2 million and the net cash provided by operating activities was mainly due to (i) a decrease in accounts receivable of US$7.7 million, primarily attributable to our measures to accelerate collection of payments, and (ii) an increase in contract liabilities of US$1.4 million, reflecting higher customer prepayments associated with increased order volume; partially offset by an increase in inventories of US$0.9 million, reflecting stockpiling in preparation for upcoming customer orders.
Net cash used in operating activities was US$6.8 million in the six months ended June 30, 2025. The difference between our net loss of US$7.3 million and the net cash used in operating activities was mainly due to(i) an increase in inventories of US$2.6 million, reflecting stockpiling in preparation for upcoming customer orders, and (ii) a decrease in accounts payable of US$2.1 million, primarily attributable to the change of payment method to prepayment for some of our raw materials, (iii) a decrease in accrued expenses and other current liabilities of US$0.9 million,
primarily attributable to the decrease in accrued payroll and social insurance, and (iv) an increase in amounts due from related parties of US$0.8 million, current and non-current, primarily attributable to increased sales to one of our related party; partially offset by (i) share-based compensation expenses of US$2.8 million in relation to the shares we granted under the 2023 Share Plan II, (ii) a decrease in accounts receivable of US$3.0 million, primarily attributable to our measures to accelerate collection of payments, and (iii) a decrease in prepayments and other current assets of US$1.4 million, primarily attributable to utilization of our prepayment balance, which aligns with regular business rhythms as suppliers fulfilled their service obligations.
Investing activities
Net cash used in investing activities was US$0.4 million in the six months ended June 30, 2024, which was primarily attributable to cash paid for purchase of property and equipment and intangible assets.
Net cash used in investing activities was US$0.3 million in the six months ended June 30, 2025, which was primarily attributable to cash paid for purchase of property and equipment and intangible assets.
Financing activities
Net cash provided by financing activities was US$1.4 million in the six months ended June 30, 2024, which was primarily attributable to proceeds from short-term bank borrowings of US$7.1 million; partially offset by repayment of short-term bank borrowings of US$5.9 million.
Net cash used in financing activities was US$3.5 million in the six months ended June 30, 2025, which was primarily attributable to (i) repayment of short-term bank borrowings of US$3.9 million, and (ii) payment for initial public offering ("IPO") costs of US$1.0 million; partially offset by proceeds from short-term bank borrowings of US$1.4 million.
Material cash requirements
Our material cash requirements as of June 30, 2025 primarily include our operating lease commitments, capital expenditures, and working capital requirements.
Our operating lease commitments consist of the commitments under the lease agreements for our office premises. We lease our office facilities under non-cancelable operating leases with various expiration dates. The majority of our operating lease commitments are related to our office lease agreements.
The following table sets forth our contractual obligations as of June 30, 2025:
|
|
Payment Due by Period |
|
|||||||||
|
|
Total |
|
|
Less than 1 Year |
|
|
1-3 Years |
|
|||
|
|
(US$ in thousands) |
|
|||||||||
Operating lease liabilities(1) |
|
|
2,507 |
|
|
|
595 |
|
|
|
1,912 |
|
Repayment of short-term borrowings |
|
|
6,286 |
|
|
|
6,286 |
|
|
|
— |
|
Total |
|
|
9,793 |
|
|
|
6,881 |
|
|
|
1,912 |
|
Note:
Our capital expenditures are incurred primarily in connection with purchase and improvement in property and equipment. We recorded capital expenditures of US$266 thousand and US$311 thousand in the six months ended June 30, 2024 and 2025, respectively. We intend to fund our future capital expenditures with our existing cash balance and proceeds from Securities offerings. We will continue to make capital expenditures to meet the expected growth of our business. Other than those shown above, we did not have any significant capital and other commitments, long-term obligations, or guarantees as of June 30, 2025.
Exhibit 99.2
XCHG LIMITED
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
|
|
|
|
As of December 31, |
|
|
As of June 30, |
|
||
|
|
|
|
2024 |
|
|
2025 |
|
||
|
|
Note |
US$ |
|
|
US$ |
|
|||
ASSETS |
|
|
|
|
|
|
|
|
||
Current assets |
|
|
|
|
|
|
|
|
||
Cash and cash equivalents |
|
|
|
|
|
|
|
|
||
Accounts receivable, net |
|
2 |
|
|
|
|
|
|
||
Amounts due from related parties |
|
15 |
|
|
|
|
|
|
||
Inventories, net |
|
3 |
|
|
|
|
|
|
||
Prepayments and other current assets |
|
4 |
|
|
|
|
|
|
||
Total current assets |
|
|
|
|
|
|
|
|
||
Non‑current assets |
|
|
|
|
|
|
|
|
||
Property and equipment, net |
|
5 |
|
|
|
|
|
|
||
Long-term investments |
|
|
|
|
|
|
|
|
||
Operating lease right-of-use assets, net |
|
|
|
|
|
|
|
|
||
Total non‑current assets |
|
|
|
|
|
|
|
|
||
Total assets |
|
|
|
|
|
|
|
|
||
LIABILITIES |
|
|
|
|
|
|
|
|
||
Current liabilities |
|
|
|
|
|
|
|
|
||
Short-term borrowings |
|
6 |
|
|
|
|
|
|
||
Accounts payable |
|
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|
|
|
|
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|
||
Contract liabilities |
|
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|
|
|
|
|
|
||
Operating lease liabilities—current |
|
|
|
|
|
|
|
|
||
Financial liability |
|
9 |
|
|
|
|
|
|
||
Amounts due to a related party |
|
15 |
|
|
|
|
|
|
||
Accrued expenses and other current liabilities |
|
8 |
|
|
|
|
|
|
||
Total current liabilities |
|
|
|
|
|
|
|
|
||
Non‑current liabilities |
|
|
|
|
|
|
|
|
||
Operating lease liabilities—non-current |
|
|
|
|
|
|
|
|
||
Other non-current liabilities |
|
|
|
|
|
|
|
|
||
Total non‑current liabilities |
|
|
|
|
|
|
|
|
||
Total liabilities |
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|||
SHAREHOLDERS’ EQUITY |
|
|
|
|
|
|
|
|
||
Class A ordinary shares (USD |
|
|
|
|
|
|
|
|
||
Class B ordinary shares (USD |
|
|
|
|
|
|
|
|
||
Additional paid - in capital |
|
|
|
|
|
|
|
|
||
Accumulated other comprehensive income |
|
|
|
|
|
|
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|
||
Accumulated deficit |
|
|
|
|
( |
) |
|
|
( |
) |
Total shareholders’ equity |
|
|
|
|
|
|
|
|
||
Total liabilities and shareholders’ equity |
|
|
|
|
|
|
|
|
||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
XCHG LIMITED
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
|
|
|
|
For the Six Months Ended June 30, |
|
|||||
|
|
|
|
2024 |
|
|
2025 |
|
||
|
|
Note |
|
US$ |
|
|
US$ |
|
||
Revenues |
|
|
|
|
|
|
|
|
||
Cost of revenues |
|
|
|
|
( |
) |
|
|
( |
) |
Gross profit |
|
|
|
|
|
|
|
|
||
Operating expenses: |
|
|
|
|
|
|
|
|
||
Selling and marketing expenses |
|
|
|
|
( |
) |
|
|
( |
) |
Research and development expenses |
|
|
|
|
( |
) |
|
|
( |
) |
General and administrative expenses |
|
|
|
|
( |
) |
|
|
( |
) |
Total operating expenses |
|
|
|
|
( |
) |
|
|
( |
) |
Government grants |
|
|
|
|
|
|
|
|
||
Operating loss |
|
|
|
|
( |
) |
|
|
( |
) |
Changes in fair value of financial instruments |
|
10 |
|
|
( |
) |
|
|
|
|
Gain on extinguishment of convertible debts |
|
|
|
|
|
|
|
— |
|
|
Interest expenses |
|
|
|
|
( |
) |
|
|
( |
) |
Interest income |
|
|
|
|
|
|
|
|
||
Loss before income taxes |
|
|
|
|
( |
) |
|
|
( |
) |
Income tax expense |
|
13 |
|
|
( |
) |
|
|
— |
|
Net loss |
|
|
|
|
( |
) |
|
|
( |
) |
Accretion of redeemable preference shares to redemption value |
|
|
|
|
( |
) |
|
|
— |
|
Net loss attributable to ordinary shareholders |
|
|
|
|
( |
) |
|
|
( |
) |
Net loss |
|
|
|
|
( |
) |
|
|
( |
) |
Other comprehensive income (loss) |
|
|
|
|
|
|
|
|
||
Foreign currency translation adjustment, net of |
|
|
|
|
|
|
|
( |
) |
|
Comprehensive loss |
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
||
Loss per ordinary share–Basic and diluted |
|
14 |
|
|
( |
) |
|
|
— |
|
Loss per Class A and Class B ordinary share–Basic and diluted |
|
14 |
|
|
— |
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
||
Weighted average number of ordinary shares– Basic and diluted |
|
14 |
|
|
|
|
|
— |
|
|
Weighted average number of Class A and Class B ordinary shares – Basic and |
|
14 |
|
|
— |
|
|
|
|
|
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements
XCHG LIMITED
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
|
|
For the Six Months Ended June 30, |
|
|||||
|
|
2024 |
|
|
2025 |
|
||
|
|
US$ |
|
|
US$ |
|
||
Cash flows from operating activities: |
|
|
|
|
|
|
||
Net cash provided by (used in) operating activities |
|
|
|
|
|
( |
) |
|
Cash flows from investing activities: |
|
|
|
|
|
|
||
Cash paid for purchase of property and equipment and intangible assets |
|
|
( |
) |
|
|
( |
) |
Payment of consideration payable in connection with long-term investments |
|
|
( |
) |
|
|
— |
|
Net cash used in investing activities |
|
|
( |
) |
|
|
( |
) |
Cash flows from financing activities: |
|
|
|
|
|
|
||
Proceeds from short-term bank borrowings |
|
|
|
|
|
|
||
Repayment of short-term bank borrowings |
|
|
( |
) |
|
|
( |
) |
Proceeds from collection of advances to the Founders |
|
|
|
|
|
— |
|
|
Payments of initial public offering (“IPO”) cost |
|
|
( |
) |
|
|
( |
) |
Net cash provided by (used in) financing activities |
|
|
|
|
|
( |
) |
|
Effect of foreign currency exchange rate changes on cash and cash equivalents and |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
||
Net increase (decrease) in cash, cash equivalents and restricted cash |
|
|
|
|
|
( |
) |
|
Cash, cash equivalents and restricted cash at the beginning of the period |
|
|
|
|
|
|
||
Cash, cash equivalents and restricted cash at the end of the period |
|
|
|
|
|
|
||
Supplemental cash flow information: |
|
|
|
|
|
|
||
Interest paid |
|
|
|
|
|
|
||
Income tax paid |
|
|
— |
|
|
|
— |
|
Non-cash investing and financing activities: |
|
|
|
|
|
|
||
Accrual of IPO cost |
|
|
|
|
|
— |
|
|
Issuance of Series B+ redeemable preference shares upon conversion of |
|
|
|
|
|
— |
|
|
Operating right-of-use assets obtained in exchange for operating lease liabilities |
|
|
|
|
|
|
||
Property and equipment transferred from inventories |
|
|
— |
|
|
|
|
|
The accompanying notes are an integral part of these unaudited condensed consolidated financial statement
XCHG LIMITED
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(a) Basis of presentation
The accompanying unaudited condensed consolidated financial statements of XCHG Limited (“the Company”), its wholly-owned subsidiaries (collectively referred to as “the Group”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted as permitted by rules and regulations of the U.S. Securities and Exchange Commission. The consolidated balance sheet as of December 31, 2024 was derived from the audited consolidated financial statements of the Group. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements of the Company as of and for the year ended December 31, 2024, which are included in the Annual Report on Form 20-F.
In the opinion of management, all adjustments (which include normal recurring adjustments) necessary to present a fair statement of the financial position as of June 30, 2025, the results of operations and cash flows for the six months ended June 30, 2024 and 2025, have been made.
The preparation of the unaudited condensed consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, related disclosures of contingent assets and liabilities at the balance sheet date, and the reported revenues and expenses during the reported periods. Significant accounting estimates include, but not limited to, allowance for credit losses, write downs for excess and obsolete inventories, the realization of deferred income tax assets and the fair value of ordinary shares, redeemable preference shares and convertible debts. Changes in facts and circumstances may result in revised estimates. Actual results could differ from those estimates, and as such, differences may be material to the unaudited condensed consolidated financial statements.
The accompanying unaudited condensed consolidated financial statements have been prepared assuming the Group will continue as a going concern. The going concern assumption contemplates the realization of assets and satisfaction of liabilities in the normal course of business.
The Group is evaluating strategies to obtain additional funding for future operations. These strategies may include, but are not limited to, obtaining equity financing, issuing debt or entering into other financing arrangements, obtaining agreements with the existing investors to extend the due dates for outstanding debt and the redemption dates of redeemable preference shares. However, the Group may be unable to access to future equity or debt financing when needed. As such, there can be no assurance that the Group will be able to obtain additional liquidity when needed or under acceptable terms, if at all.
The unaudited condensed consolidated financial statements do not include any adjustments to the carrying amounts and classification of assets, liabilities, and reported expenses that may be necessary if the Group were unable to continue as a going concern.
(aa) Segment Reporting
Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker (“CODM”), or decision-making group, in deciding how to allocate resources and in assessing performance. The Group’s is the Group’s CODM.
The Group’s long-lived assets are primarily located in and derived from the PRC, and the amount of long-lived assets attributable to any other individual country is not material. Therefore, no geographical segments are presented.
(b) Concentration of risk
Concentration of customers and suppliers
Customers from whom individually represent greater than 10% of total revenues of the Group for the six months ended June 30, 2024 and 2025 are as follows.
|
|
For the Six Months ended June 30, |
|
|||||||||||||
|
|
2024 |
|
|
2025 |
|
||||||||||
|
|
US$ |
|
|
% |
|
|
US$ |
|
|
% |
|
||||
Customer A |
|
* |
|
|
* |
|
|
|
|
|
|
% |
||||
Customer B |
|
* |
|
|
* |
|
|
|
|
|
|
% |
||||
Customer C |
|
|
|
|
|
% |
|
* |
|
|
* |
|
||||
Customer D |
|
|
|
|
|
% |
|
* |
|
|
* |
|
||||
Customer E |
|
|
|
|
|
% |
|
* |
|
|
* |
|
||||
Suppliers from whom individually represent greater than 10% of total purchases of the Group for the six months ended June 30, 2024 and 2025 are as follows.
|
|
For the Six Months ended June 30, |
|
|||||||||||||
|
|
2024 |
|
|
2025 |
|
||||||||||
|
|
US$ |
|
|
% |
|
|
US$ |
|
|
% |
|
||||
Supplier A |
|
|
|
|
|
% |
|
|
|
|
|
% |
||||
Supplier B |
|
|
|
|
|
% |
|
|
|
|
|
% |
||||
Supplier C |
|
* |
|
|
* |
|
|
|
|
|
|
% |
||||
Supplier D |
|
|
|
|
|
% |
|
|
|
|
|
% |
||||
Customers accounting for 10% or more of accounts receivable, net are as follows:
|
|
As of December 31, |
|
|
As of June 30, |
|
||||||||||
|
|
2024 |
|
|
2025 |
|
||||||||||
|
|
US$ |
|
|
% |
|
|
US$ |
|
|
% |
|
||||
Customer F |
|
|
|
|
|
% |
|
|
|
|
|
% |
||||
Customer G |
|
|
|
|
|
% |
|
|
|
|
|
% |
||||
Customer D |
|
|
|
|
|
% |
|
* |
|
|
* |
|
||||
Customer H |
|
|
|
|
|
% |
|
* |
|
|
* |
|
||||
Customer C |
|
|
|
|
|
% |
|
* |
|
|
* |
|
||||
Customers accounting for 10% or more of contract liabilities are as follows:
|
|
As of December 31, |
|
|
As of June 30, |
|
||||||||||
|
|
2024 |
|
|
2025 |
|
||||||||||
|
|
US$ |
|
|
% |
|
|
US$ |
|
|
% |
|
||||
Customer G |
|
* |
|
|
* |
|
|
|
|
|
|
% |
||||
Customer H |
|
* |
|
|
* |
|
|
|
|
|
|
% |
||||
Customer E |
|
|
|
|
|
% |
|
* |
|
|
* |
|
||||
Suppliers accounting for 10% or more of accounts payable are as follows:
|
|
As of December 31, |
|
|
As of June 30, |
|
||||||||||
|
|
2024 |
|
|
2025 |
|
||||||||||
|
|
US$ |
|
|
% |
|
|
US$ |
|
|
% |
|
||||
Supplier B |
|
|
|
|
|
% |
|
|
|
|
|
% |
||||
Supplier D |
|
|
|
|
|
% |
|
|
|
|
|
% |
||||
Supplier A |
|
* |
|
|
* |
|
|
|
|
|
|
% |
||||
Suppliers accounting for 10% or more of prepayments are as follows:
|
|
As of December 31, |
|
|
As of June 30, |
|
||||||||||
|
|
2024 |
|
|
2025 |
|
||||||||||
|
|
US$ |
|
|
% |
|
|
US$ |
|
|
% |
|
||||
Supplier E |
|
|
|
|
|
% |
|
|
|
|
|
% |
||||
Supplier A |
|
|
|
|
|
% |
|
|
|
|
|
% |
||||
Supplier F |
|
|
|
|
|
% |
|
* |
|
|
* |
|
||||
* The amount was less than 10% of total sales, total purchases or total balance.
Concentration of credit risk
Cash and cash equivalents consisted of cash on hand, cash at bank and term deposits, which have original maturities of three months or less and are readily convertible to known amounts of cash.
|
|
As of December 31, |
|
|
As of June 30, |
|
||
|
|
2024 |
|
|
2025 |
|
||
|
|
US$ |
|
|
US$ |
|
||
Financial institutions in the mainland of the PRC |
|
|
|
|
|
|
||
—Denominated in RMB |
|
|
|
|
|
|
||
—Denominated in USD |
|
|
|
|
|
|
||
—Denominated in EUR |
|
|
|
|
|
|
||
Total cash and cash equivalents balances held at |
|
|
|
|
|
|
||
Financial institution in Germany |
|
|
|
|
|
|
||
—Denominated in EUR |
|
|
|
|
|
|
||
Total cash balances held at a Germany |
|
|
|
|
|
|
||
Financial institutions in the USA |
|
|
|
|
|
|
||
—Denominated in USD |
|
|
|
|
|
|
||
Total cash balances held at a USA financial institution |
|
|
|
|
|
|
||
Total cash and cash equivalents balances held at |
|
|
|
|
|
|
||
(c) Recent accounting pronouncements
In December 2023, the FASB issued ASU 2023-09, Improvement to Income Tax Disclosure. This standard requires more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. This standard also includes certain other amendments to improve the effectiveness of income tax disclosures. ASU 2023-09 is effective for public business entities, for annual periods beginning after December 15, 2024. For entities other than public business entities, the amendments are effective for annual periods beginning after December 15, 2025. The Group is in the process of evaluation the impact of adopting this new guidance on its consolidated financial statements for the fiscal year ended December 31, 2025.
In November 2024, the FASB issued ASU No. 2024-03, Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”), and in January 2025, the FASB issued ASU No. 2025-01, Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date (“ASU 2025-01”). ASU 2024-03 requires additional disclosure of the nature of expenses included in the income statement as well as disclosures about specific types of expenses included in the expense captions presented in the income statement. ASU 2024-03, as clarified by ASU 2025-01, is effective for annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. Both early adoption and retrospective application are permitted. The Group is currently evaluating the impact of this accounting standard update on its consolidated financial statements for the fiscal year ended December 31, 2025.
In July 2025, the FASB issued ASU 2025-05 - Financial Instruments—Credit Losses (Topic 326). The amendments in this Update provide (1) all entities with a practical expedient and (2) entities other than public business entities with an accounting policy election when estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under Topic 606. An entity that elects the practical expedient and the accounting policy election, if applicable, should apply the
amendments in this Update prospectively. The amendments will be effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. Early adoption is permitted in both interim and annual reporting periods in which financial statements have not yet been issued or made available for issuance. The Group is currently evaluating the impact of this accounting standard update on its consolidated financial statements for the fiscal year ended December 31, 2025.
The Group do not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the unaudited condensed consolidated statements of comprehensive loss and statements of cash flows.
Accounts receivable, net consisted of the following:
|
|
As of December 31, |
|
|
As of June 30, |
|
||
|
|
2024 |
|
|
2025 |
|
||
|
|
US$ |
|
|
US$ |
|
||
Accounts receivable |
|
|
|
|
|
|
||
Allowance for expected credit losses |
|
|
( |
) |
|
|
( |
) |
Accounts Receivable, net |
|
|
|
|
|
|
||
The movements of the allowance for doubtful accounts were as follows:
|
|
As of December 31, |
|
|
As of June 30, |
|
||
|
|
2023 |
|
|
2024 |
|
||
|
|
US$ |
|
|
US$ |
|
||
Balance at the beginning of the year/period |
|
|
( |
) |
|
|
( |
) |
Provision for expected credit losses |
|
|
( |
) |
|
|
( |
) |
Reversal of expected credit losses |
|
|
|
|
|
|
||
Foreign currency translation |
|
|
|
|
|
( |
) |
|
Balance at the end of the year/period |
|
|
( |
) |
|
|
( |
) |
Inventories, net consisted of the following:
|
|
As of December 31, |
|
|
As of June 30, |
|
||
|
|
2024 |
|
|
2025 |
|
||
|
|
US$ |
|
|
US$ |
|
||
Raw materials |
|
|
|
|
|
|
||
Work-in-progress |
|
|
|
|
|
|
||
Finished goods |
|
|
|
|
|
|
||
Inventories |
|
|
|
|
|
|
||
Write-downs of inventories from the carrying amount to its estimated net realizable value amounted to
Prepayments and other current assets consisted of the following:
|
|
As of December 31, |
|
|
As of June 30, |
|
||
|
|
2024 |
|
|
2025 |
|
||
|
|
US$ |
|
|
US$ |
|
||
Advances to suppliers |
|
|
|
|
|
|
||
Deductible input VAT |
|
|
|
|
|
|
||
Receivables from third party payment platforms |
|
|
|
|
|
|
||
Prepayment to service vendors(a) |
|
|
|
|
|
|
||
Receivables from underwriter(b) |
|
|
|
|
|
|
||
Others(c) |
|
|
|
|
|
|
||
Prepayments and Other Current Assets |
|
|
|
|
|
|
||
Property and equipment consisted of the following:
|
|
As of December 31, |
|
|
As of June 30, |
|
||
|
|
2024 |
|
|
2025 |
|
||
|
|
US$ |
|
|
US$ |
|
||
Machinery and equipment |
|
|
|
|
|
|
||
EV Chargers |
|
|
|
|
|
|
||
Office and electronic equipment |
|
|
|
|
|
|
||
Software |
|
|
|
|
|
|
||
Leasehold improvement |
|
|
|
|
|
|
||
Vehicle |
|
|
|
|
|
|
||
Constructions in progress |
|
|
|
|
|
|
||
Property and Equipment |
|
|
|
|
|
|
||
Less: Accumulated depreciation |
|
|
( |
) |
|
|
( |
) |
Property and Equipment, net |
|
|
|
|
|
|
||
Depreciation expenses were US$
|
|
As of December 31, |
|
|
As of June 30, |
|
||
|
|
2024 |
|
|
2025 |
|
||
|
|
US$ |
|
|
US$ |
|
||
Short-term bank borrowings (i) |
|
|
|
|
|
|
||
Loans from investor C (ii) |
|
|
|
|
|
|
||
Short-term borrowings |
|
|
|
|
|
|
||
Short-term bank borrowings consist of RMB denominated borrowings from financial institutions in the PRC that are repayable within
On May 27, 2024, the Company and Beijing X-Charge Technology Co., Ltd. (“ X-Charge Technology”) entered into an adjustment agreement on the convertible loan investment with investor C, pursuant to which all parties agreed that X-Charge Technology shall repay the loan principal in the amount of RMB
Subsequently, the qualified IPO was consummated, making the total outstanding amount of RMB
On October 28, 2025, X-Charge Technology received a formal notice of arbitration from the China International Economic and Trade Arbitration Commission (“CIETAC”). The notice states that a claim was filed by Investor C seeking repayment of the outstanding principal and interest totaling RMB
Conversion of the convertible debts
On January 11, 2024, US$
Upon the conversion of the convertible debts, the Company recognized the fair value of Series B+ redeemable preference shares and derecognized the carrying value of the convertible debts. Accrued interests of US$
Extinguishment of the convertible debts
On April 7, 2024, RMB
Following the adjustment agreement with investor C, the Company recognized RMB
On September 11, 2024, the Company successfully completed its IPO and gross proceeds are greater than US$
Accrued expenses and other current liabilities consisted of the following:
|
|
As of December 31, |
|
|
As of June 30, |
|
||
|
|
2024 |
|
|
2025 |
|
||
|
|
US$ |
|
|
US$ |
|
||
Accrued payroll and social insurance |
|
|
|
|
|
|
||
Cash collected on behalf of the customers(a) |
|
|
|
|
|
|
||
Other taxes payable |
|
|
|
|
|
|
||
Accrued IPO cost |
|
|
|
|
|
|
||
Accrued service expenses |
|
|
|
|
|
|
||
Interest payable to investors |
|
|
|
|
|
|
||
Others(b) |
|
|
|
|
|
|
||
Accrued Expenses and Other Current Liabilities |
|
|
|
|
|
|
||
In October 2020, X-Charge Technology entered into a loan agreement with SPD Silicon Valley Bank to borrow up to RMB
During the exercisable period and when the warrants are exercised, Shengwei is entitled to require X-Charge Technology to repurchase all equity interest at the price of fair market value.
In accordance with ASC 480, the Company classified the warrants as financial liability as the warrants embody an obligation to repurchase the X-Charge Technology’s equity interest which may require settlement by transferring assets. The Group recorded the financial liability on the consolidated balance sheets at its estimated fair value and subsequently, at each reporting date, recorded changes in estimated fair value included in the changes in fair value of financial instruments on the consolidated statement of comprehensive loss.
The tables below reflect the reconciliation from the opening balances to the closing balances for recurring fair value measurements categorized as Level 3 of the fair value hierarchy for the six months ended June 30, 2025:
|
|
|
|
|
For the Six Months Ended June 30, 2025 |
|
|
|
|
|||||||||||||
|
|
|
|
Gain or Losses |
|
|
|
|
|
|
|
|||||||||||
US$ |
|
January 1, 2025 |
|
|
Purchase |
|
Included in |
|
|
Included |
|
|
Foreign |
|
|
June 30, 2025 |
|
|||||
Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Financial liability |
|
|
|
|
— |
|
|
( |
) |
|
|
— |
|
|
|
|
|
|
|
|||
For the financial liability that does not have a quoted market rate, the Group measured its fair value using the option-pricing model with the assistance of an independent third-party valuation firm.
|
|
June 30, |
|
|
|
|
2025 |
|
|
Risk-free rate of return (per annum) |
|
|
% |
|
Volatility |
|
|
% |
|
Expected dividend yield |
|
|
% |
|
Expected term |
|
|
||
Fair value of the Company’s ordinary shares |
|
US$ |
|
|
These inputs used in the analysis were classified as Level 3 inputs within the fair value hierarchy due to the lack of observable market data and activity. If different estimates and assumptions had been used, the fair values of the preference shares and ordinary shares could be significantly different, and the fair value of the financial liability may materially differ from the recognized amount.
On January 11, 2024, the Company issued
The activities of the Preference Shares for the six months ended June 30, 2024 are as follows:
|
|
Series Angel preference shares |
|
|
Series Angel redeemable preference shares |
|
|
Series A redeemable preference shares |
|
|
Series A+ redeemable preference shares |
|
|
Series B redeemable preference shares |
|
|
Series B+ redeemable preference shares |
|
|
Total |
|
|||||||
|
|
Carrying amount |
|
|
Carrying amount |
|
|
Carrying amount |
|
|
Carrying amount |
|
|
Carrying amount |
|
|
Carrying amount |
|
|
|
|
|||||||
|
|
USD |
|
|
USD |
|
|
USD |
|
|
USD |
|
|
USD |
|
|
USD |
|
|
USD |
|
|||||||
Balance as of January 1, 2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|||||||
Accretion of redeemable preference shares |
|
— |
|
|
— |
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|||||||
Issuance of Series B+ redeemable preference shares upon conversion of convertible debts |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|||||||
Balance as of June 30, 2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Compensation expenses recognized for share-based compensation granted by the Company were as follows:
|
|
For the six months ended June 30, |
|
|||||
|
|
2024 |
|
|
2025 |
|
||
|
|
US$ |
|
|
US$ |
|
||
Cost of revenues |
|
|
— |
|
|
|
|
|
Selling and marketing expenses |
|
|
— |
|
|
|
|
|
Research and development expenses |
|
|
— |
|
|
|
|
|
General and administrative expenses |
|
|
— |
|
|
|
|
|
Total |
|
|
— |
|
|
|
|
|
On December 23, 2024, the Company adopted the 2023 Share Incentive Plan II (the “2023 Plan II”). Pursuant to the 2023 Plan II, restricted shares units were granted to its directors, certain employees and non-employee consultants of the Group as approved by the administrator appointed by the board of directors. Shares granted under the 2023 Plan II are generally subject to only service condition but with multiple vesting schedules.
The fair value of each restricted share units granted is estimated based on the fair market value of the underlying ordinary shares of the Company on the date of grant.
The following table summarizes activities of the Company’s restricted shares units granted under the 2023 Plan II:
|
|
Number of |
|
|
Weighted |
|
|
|
|
|
|
US$ |
|
Unvested as of December 31, 2024 |
|
|
|
|
||
Granted |
|
|
|
|
||
Vested |
|
|
( |
) |
|
|
Forfeited |
|
|
( |
) |
|
|
Unvested as of June 30, 2025 |
|
|
|
|
||
For the six months ended June 30, 2024 and 2025, total share-based compensation expenses recognized for the restricted shares units granted under the 2023 Plan II were
As of December 31, 2024 and June 30, 2024, there were US$
The Group recorded an income tax expense of US$
The effective income tax rate for six months ended June 30, 2024 and 2025 differs from the PRC statutory income tax rate of
For the purpose of calculating loss per share, the number of shares used in the calculation reflects the outstanding shares of the Company as if the Restructuring took place at the earliest period presented.
|
|
For the Six Months Ended June 30, |
|
|||||
|
|
2024 |
|
|
2025 |
|
||
|
|
US$ |
|
|
US$ |
|
||
Loss per share—basic and diluted: |
|
|
|
|
|
|
||
Numerator: |
|
|
|
|
|
|
||
Net loss attributable to the Company |
|
|
( |
) |
|
|
( |
) |
Accretion of redeemable preference shares to |
|
|
( |
) |
|
|
— |
|
Net loss attributable to ordinary share of the Company |
|
|
( |
) |
|
|
— |
|
Net loss attributable to Class A and Class B ordinary |
|
|
— |
|
|
|
( |
) |
Denominator: |
|
|
|
|
|
|
||
Weighted average number of ordinary shares |
|
|
|
|
|
— |
|
|
Weighted average number of Class A and Class B |
|
|
— |
|
|
|
|
|
Weighted average number of vested restricted share |
|
|
— |
|
|
|
|
|
Denominator used in computing loss per share—basic |
|
|
|
|
|
|
||
Loss per ordinary share—basic and diluted (US$) |
|
|
( |
) |
|
|
— |
|
Loss per Class A and Class B ordinary share—basic |
|
|
— |
|
|
|
( |
) |
The following ordinary shares equivalents were excluded from the computation to eliminate any antidilutive effect:
|
|
As of June 30, |
|
|||||
|
|
2024 |
|
|
2025 |
|
||
Financial liability (c) |
|
|
|
|
|
|
||
The following is a list of related parties which the Company has major transactions with:
(1) Mr. Ding Rui, one of the Founders.
(2) Zhichong Technology (Shenzhen) Co., Ltd (“Shenzhen Zhichong”), which is
(3) Beijing Puyan Enterprise Management Co., Ltd (“Beijing Puyan”), which is a related party of one of the Group’s preferred shareholders.
(4) Beijing Zhichong New Energy Technology Co., Ltd (“Zhichong New Energy”), which is
(5) Mr. Hou Yifei, one of the Founders.
The Group mainly had the following transactions and balances with related parties:
(a)
|
|
|
|
For the Six Months Ended June 30, |
|
|||||
|
|
|
|
2024 |
|
|
2025 |
|
||
|
|
|
|
US$ |
|
|
US$ |
|
||
Interest income from Beijing Puyan |
|
(i) |
|
|
|
|
|
|
||
Proceeds from collection of the advance to Mr. Ding Rui |
|
(ii) |
|
|
|
|
|
— |
|
|
Purchase of materials from Shenzhen Zhichong |
|
(iii) |
|
|
|
|
|
|
||
Sell products to Shenzhen Zhichong |
|
(iii) |
|
|
— |
|
|
|
|
|
Sell products to Zhichong New Energy |
|
(iv) |
|
|
|
|
|
|
||
Proceeds from repayment of loans to Zhichong New Energy |
|
(v) |
|
|
|
|
|
— |
|
|
Proceeds from collection of the advance to Mr. Hou Yifei |
|
(vi) |
|
|
|
|
|
— |
|
|
(b)
|
|
|
|
As of December 31, |
|
|
As of June 30, |
|
||
|
|
|
|
2024 |
|
|
2025 |
|
||
|
|
|
|
US$ |
|
|
US$ |
|
||
Beijing Puyan |
|
(i) |
|
|
|
|
|
|
||
Shenzhen Zhichong |
|
(iii) |
|
|
— |
|
|
|
|
|
Zhichong New Energy |
|
(iv) |
|
|
|
|
|
|
||
Total |
|
|
|
|
|
|
|
|
||
(c)
|
|
|
|
As of December 31, |
|
|
As of June 30, |
|
||
|
|
|
|
2024 |
|
|
2025 |
|
||
|
|
|
|
US$ |
|
|
US$ |
|
||
Shenzhen Zhichong |
|
(iii) |
|
|
|
|
|
|
||
Total |
|
|
|
|
|
|
|
|
||
Besides, the Group also sold certain types of EV chargers to Shenzhen Zhichong in the amount of US$
Revenues consisted of the following:
|
|
For the Six Months |
|
|||||
|
|
2024 |
|
|
2025 |
|
||
|
|
US$ |
|
|
US$ |
|
||
Product revenues |
|
|
|
|
|
|
||
Service revenues |
|
|
|
|
|
|
||
Total revenues |
|
|
|
|
|
|
||
The following summarizes the Group’s revenues from the following geographic areas (based on the locations of customers):
|
|
For the Six Months |
|
|||||
|
|
2024 |
|
|
2025 |
|
||
|
|
US$ |
|
|
US$ |
|
||
Europe |
|
|
|
|
|
|
||
PRC |
|
|
|
|
|
|
||
USA |
|
|
|
|
|
|
||
South America |
|
|
|
|
|
— |
|
|
Others |
|
|
|
|
|
|
||
Total revenues |
|
|
|
|
|
|
||
For the six months ended June 30, 2024 and 2025, revenues recognized that was included in the contract liabilities at January 1, 2024 and 2025 amounted to US$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
Ordinary |
|
|
Series Seed |
|
|
Additional |
|
|
Accumulated |
|
|
Accumulated |
|
|
Total |
|
||||||||||
|
|
Number |
|
|
Amounts |
|
|
Amounts |
|
|
Amounts |
|
|
Amounts |
|
|
Amounts |
|
|
Amounts |
|
|||||||
Balance as of January 1, 2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|||||
Net loss |
|
|
— |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
Issuance of unvested shares |
|
|
— |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Accretion of redeemable preference shares to |
|
|
— |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
Foreign currency translation adjustment, net |
|
|
— |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|||
Balance as of June 30, 2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|||||
|
|
Ordinary shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
|
|
Class A Ordinary |
|
|
Class B Ordinary |
|
|
Additional |
|
|
Accumulated |
|
|
Accumulated |
|
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Total |
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|
|
Number |
|
|
Amounts |
|
|
Number |
|
|
Amounts |
|
|
capital |
|
|
Amounts |
|
|
Amounts |
|
|
Amounts |
|
||||||||
Balance as of January 1, 2025 |
|
|
|
|
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|
|
|
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|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||||||
Net loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
Share-based compensation |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Foreign currency translation adjustment, net |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Balance as of June 30, 2025 |
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|
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|
|
|
|
|
|
|
( |
) |
|
|
|
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Management has considered subsequent events through December 19, 2025, which was the date the unaudited condensed consolidated financial statements were issued.
From July 1, 2025 through December 2, 2025, the Company granted
On July 23, 2025, the Company granted
On October 28, 2025, X-Charge Technology received a formal notice of arbitration from the China International Economic and Trade Arbitration Commission (“CIETAC”) related to the convertible loan investment and adjustment agreement with investor C (refer to Footnote 6 for details).