United States securities and exchange commission logo

                             March 1, 2023

       Chao Xu
       General Counsel
       Xiao-I Corporation
       7th floor, Building 398, No. 1555 West
       Jinshajiang Rd
       Shanghai, China 201803

                                                        Re: Xiao-I Corporation
                                                            Amendment No. 1 to
Registration Statement on Form F-1
                                                            Filed February 13,
                                                            File No. 333-268889

       Dear Chao Xu:

             We have reviewed your amended registration statement and have the
       comments. In some of our comments, we may ask you to provide us with
information so we
       may better understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.

       Amendment No. 1 to Registration Statement on Form F-1 filed on February
13, 2023

       The Offering, page 35

   1.                                                   The approximately $46.8
million of net proceeds from this offering you disclose appears
                                                        to be the gross
proceeds from the offering at the midpoint. Please revise your disclosures
                                                        here and on page 84 to
disclose the estimated net proceeds from the offering, after
                                                        deducting underwriting
discounts and commissions and the estimated offering expenses
                                                        payable by the company.
Additionally, revise your cover page disclosures to disclose the
                                                        calculation of the
proceeds, before expenses, to Xiao-I and quantify the total expected
                                                        offering expenses to be
payable by the company in footnote (2) to the tabular
 Chao Xu
Xiao-I Corporation
March 1, 2023
Page 2
Capitalization, page 86

2.     We note your revised disclosure that the VIE will settle the cash
payment for the
       convertible loans by April 2024. On pages F-28 and F-55 you disclose
that upon
       completion of this offering the settlement of outstanding convertible
loans will be within
       ten working days after listing. Please revise your As Adjusted
presentation to reflect the
       full repayment of the convertible notes or advise. To the extent that
additional borrowings
       are expected to be used to make such repayments please reflect this in
your As Adjusted
       presentation and disclose this in a footnote. Refer to Item 3.B of Form
        You may contact Joyce Sweeney, Senior Staff Accountant, at 202-551-3449
or Christine
Dietz, Senior Staff Accountant, at 202-551-3408 if you have questions regarding
comments on
the financial statements and related matters. Please contact Charli
Gibbs-Tabler, Staff Attorney,
at 202-551-6388 or Mitchell Austin, Staff Attorney, at 202-551-3574 with any
other questions.

FirstName LastNameChao Xu
                                                            Division of
Corporation Finance
Comapany NameXiao-I Corporation
                                                            Office of
March 1, 2023 Page 2
cc:       Fred Summer
FirstName LastName