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United States securities and exchange commission logo
December 7, 2022
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. 3 to
Draft Registration Statement on Form F-1
Submitted November
23, 2022
CIK No. 0001935172
Dear Chao Xu:
We have reviewed your amended draft registration statement and
have the following
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 providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. 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
response.
After reviewing the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments. Our references to prior comments refer to comments in our
November 9, 2022 letter.
Amendment No. 3 to Draft Registration Statement on Form F-1
Prospectus Summary
Consolidation, page 18
1. Please revise to also
provide condensed consolidating schedules for June 30, 2022 and
June 30, 2021.
Similarly revise your disclosure regarding Transfers of Cash to and from
the VIE to update for
June 30.
Chao Xu
FirstName LastNameChao Xu
Xiao-I Corporation
Comapany7,
December NameXiao-I
2022 Corporation
December
Page 2 7, 2022 Page 2
FirstName LastName
Capitalization, page 82
2. We note your revised disclosure in response to prior comment 2. Please
revise to clarify
how the total cash payment would be determined if the IPO meets the
enterprise market
value criteria and occurs before the maturity of convertible loans,
clarifying that the
"convertible shares" market value would be the closing price of Xiao-I
Corporation ADS
on the day it lists on an exchange. Similarly revise your financial
statement notes
regarding the convertible loans. Additionally, please revise to
provide capitalization
disclosures as of the most recent balance sheet date included in the
filing, June 30, 2022.
Similarly provide Dilution disclosures as of June 30, 2022.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Liquidity and Capital Resources, page 97
3. We note your response to prior comment 2. Please revise to quantify
the convertible
loans, the VIE's intent to cash settle such borrowings, the expected
timing of the cash
payment and how the company intends to fund the settlement of the
borrowings. Refer to
Item 5.B.3 of Form 20-F.
Consolidated Financial Statements
Note 2. Summary of Significant Accounting Policies
(p) Revenue Recognition, page F-18
4. We note your response to prior comment 6 which indicates that the
amount of contract
costs recognized as cost of revenues was impacted by the restatement.
Please revise
to provide a cross-reference to the restatement note disclosures.
Condensed Consolidated Financial Statements
Note 1. Organization and Principal Activities, page F-47
5. Please revise the header "Percentage of Ownership" for the VIE and
Subsidiaries of VIE
to be consistent with the header on page F-9 which refers to the
"Percentage of
beneficial ownership for purposes of accounting.
Note 10. Accrued expenses and other liabilities, page F-55
6. In footnote (2) you state that if the Group receives investment income
from Zhizhen
Guorui prior to the loan's maturity date, the Group shall repay the
loan with investment
income. Please revise to describe the nature of investment income from
Zhizhen Guorui
that would be payable to the third party and describe any restrictions
or conditions related
to the amount and timing of investment income that would be payable to
the third party.
Chao Xu
FirstName LastNameChao Xu
Xiao-I Corporation
Comapany7,
December NameXiao-I
2022 Corporation
December
Page 3 7, 2022 Page 3
FirstName LastName
Note 16. Subsequent Events, page F-63
7. In your response to prior comment 7 you state that you will reclassify
the convertible
loans as the VIE's decision to settle by cash left no convertible
feature in the loans. If the
Investment Agreements for the convertible loans were not amended to
remove the
conversion feature, please retain the convertible loan
characterization in any updated
financial statement disclosures. Additionally, revise to disclose the
extension of the
maturity date for the Guoqiang Chen convertible loan and the repayment
of the Jinzhi Li
loan.
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.
Sincerely,
Division of
Corporation Finance
Office of
Technology
cc: Fred Summer