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~~March 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~~1

OnAdoption ~~January~~of ~~30,~~ 2026, ~~XCHG~~Share ~~Limited~~Incentive (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.Plan

~~The~~On ~~offer~~March ~~and~~9, ~~sale~~2026, ~~from~~the ~~time~~board toof ~~time~~directors of ~~ADSs~~XCHG ~~pursuant~~Limited to (the ~~Sales~~“Company”) ~~Agreement~~approved ~~will~~the beadoption ~~made~~of ~~pursuant to~~ the Company’s ~~effective~~2026 ~~shelf~~Share ~~registration~~Incentive ~~statement~~Plan on(the ~~Form~~“Plan”). ~~F-3,~~The ~~including~~purpose of the ~~prospectus~~Plan ~~contained~~is ~~therein~~to ~~(File~~attract ~~No.~~and ~~333-292266)~~retain ~~filed by~~ the ~~Company~~services ~~with~~of ~~the~~talented ~~U.S.~~personnel ~~Securities~~considered ~~and~~essential ~~Exchange~~to ~~Commission (~~the ~~“SEC”)~~Company’s onsuccess ~~December~~by ~~19,~~providing ~~2025~~additional ~~and~~incentives ~~declared~~to ~~effective by~~ the ~~SEC~~Company’s onkey ~~January 29~~employees, ~~2026,~~directors asand ~~supplemented~~other byeligible apersons, ~~prospectus~~and ~~supplement~~to ~~filed~~promote ~~with~~ the ~~SEC~~success ~~pursuant~~of tothe ~~Rule~~Company ~~424(b)~~and ~~under~~its ~~the~~subsidiaries. ~~Securities~~In ~~Act~~adopting ofthe ~~1933~~Plan, ~~as amended (~~the ~~“Securities~~Company ~~Act”)~~is relying on ~~January~~its ~~30,~~home ~~2026,~~country ~~relating~~practices pursuant to the ~~offer~~applicable laws, rules and ~~sale~~regulations of upits tojurisdiction ~~an aggregate~~ of ~~$12,800,000 in ADSs~~incorporation.

The Company is ~~not~~authorized ~~obligated~~ to ~~sell~~issue ~~any ADSs under the Sales Agreement. Upon delivery of~~ a ~~written~~maximum ~~notice from the Company and subject to the terms and conditions~~ of ~~the Sales Agreement and such written notice~~1, 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 laws492,028,626 ~~rules~~ordinary ~~and regulations~~shares, ~~and~~par ~~the~~value ~~rules~~US$0.00001 ofper ~~The Nasdaq Global Market~~share, ~~to sell ADSs~~ pursuant to ~~the~~equity ~~Sales~~awards ~~Agreement~~granted ~~from~~under ~~time~~the ~~to time~~Plan.

The ~~Sales~~foregoing ~~Agreement~~description ~~will terminate upon the earliest~~ of ~~(a)~~ the ~~sale~~Plan ofis ~~all~~only ofa ~~the~~summary ~~ADSs~~ and ~~(b)~~is ~~the~~qualified ~~termination of the Sales Agreement~~ in ~~accordance~~its ~~with~~entirety ~~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~~reference ~~Sales Agent pursuant~~ to the ~~Sales~~complete ~~Agreement~~text ~~and has agreed to customary indemnification and contribution rights in favor~~ of the ~~Sales Agent. Additionally~~Plan, ~~the~~which ~~Company~~is ~~has~~filed ~~agreed~~as toExhibit ~~reimburse the Sales Agent for certain specified expenses in connection with entering into the Sales Agreement and ongoing sales thereunder~~10.1 ~~The~~to ~~Sales~~this ~~Agreement~~Report ~~contains~~on ~~customary~~Form ~~representations~~6-K and ~~warranties~~incorporated ~~and~~by ~~conditions~~reference ~~to the sale of the ADSs thereunder~~herein. ~~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~~information ~~intends~~contained toin ~~use~~this ~~the~~Report ~~proceeds~~on ~~from~~Form ~~any~~6-K, ~~sales~~including ~~under~~Exhibit ~~the~~10.1 ~~Sales~~hereto, ~~Agreement~~is ~~for~~hereby ~~working~~incorporated ~~capital~~by ~~and~~reference ~~general~~into ~~corporate purposes, which include financing~~ the Company’s ~~research~~registration ~~and~~statement ~~development,~~on ~~operations~~Form ~~and~~F-3 ~~capital~~(File ~~expenditures~~No. 333-292266).

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.2

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		XCHG Limited 2026 Share Incentive Plan (incorporated herein by reference to Exhibit 10.2 to the Company’s Registration Statement on Form S-8 (File No. 333-294184) filed with the U.S. Securities and Exchange Commission on March 10, 2026)
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. 3

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~~		XCHG Limited
Date: January 30, 2026	By:	/s/ Yifei Hou
Date: March 12, 2026			By:	/s/ Yifei Hou
		~~Name: Yifei Hou~~		Name: Yifei Hou
		~~Title: Chief Executive Officer~~		Title: Chief Executive Officer

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