United States securities and exchange commission logo

                            January 11, 2023

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

                                                        Re: Xiao-I Corporation
Statement on Form F-1
                                                            Filed December 20,
                                                            File No. 333-268889

       Dear Chao Xu:

              We have reviewed your 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 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.
Unless we note
       otherwise, our references to prior comments are to comments in our
December 7, 2022 letter.

       Registration Statement on Form F-1 filed December 20, 2022

       Prospectus Summary
       The Offering, page 35

   1.                                                   Please reconcile for us
the number of ordinary shares outstanding immediately before this
                                                        offering disclosed here
with the number of outstanding ordinary shares as disclosed in
                                                        your June 30, 2022
financial statements.
 Chao Xu
FirstName  LastNameChao Xu
Xiao-I Corporation
January 11,NameXiao-I
            2023       Corporation
Page 2 11, 2023 Page 2
FirstName LastName
Risk Factors, page 75

2.       We note that you updated your exclusive forum provision on page 179 to
reflect that any
         legal suit, action, or proceeding against or involving the Company or
the depositary . . .
            may only be instituted in the United States District Court for the
Southern District of
         New York (or, if the Southern District of New York lacks subject
matter jurisdiction over
         a particular dispute, in the state courts of New York County, New
York)   . Please revise
         the related risk factors on page 75 to reflect the updated exclusive
forum provision.
Dilution, page 88

3.       Tell us how you considered deferred offering costs in your calculation
of net tangible
         book value. To the extent you did not consider such assets to be
intangible assets, please
         explain or revise your calculations as necessary.
Lock-Up Agreements, page 191

4.       We note that only a majority of your existing shareholders have agreed
to a lock-up
         period. Please revise to tell us which shareholders have agreed to a
lock-up period and
         why a lock-up agreement was not reached with the others.
Condensed Consolidated Financial Statements
Note 16. Subsequent Events, page F-63

5.       We note your revised disclosure in response to prior comment 7. Please
revise your
         disclosure here and/or in the Liquidity and Capital Resources section
in MD&A, as
         applicable, to disclose any extensions or repayments of the four
convertible loans that had
         maturity dates in November and December 2022.
 Chao Xu
FirstName  LastNameChao Xu
Xiao-I Corporation
January 11,NameXiao-I
            2023       Corporation
Page 3 11, 2023 Page 3
FirstName LastName
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration

        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


                                                           Division of
Corporation Finance
                                                           Office of Technology
cc:      Fred Summer