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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
Registration
Statement on Form F-1
Filed December 20,
2022
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
response.
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
Comapany
January 11,NameXiao-I
2023 Corporation
January
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.
Underwriting
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
Comapany
January 11,NameXiao-I
2023 Corporation
January
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
statement.
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