United States securities and exchange commission logo

                           August 14, 2023

       Hui Yuan
       Chief Executive Officer
       Xiao-I Corporation
       7th floor, Building 398, No. 1555 West
       Jinshajiang Rd
       Shanghai, China 201803

                                                        Re: Xiao-I Corporation
                                                            Form 20-F/A for the
Fiscal Year Ended December 31, 2022
                                                            Filed August 10,
                                                            Form 20-F for the
Fiscal Year Ended December 31, 2022
                                                            Filed April 28,
                                                            File No. 001-41631

       Dear Hui Yuan:

              We have reviewed your August 10, 2023 response to our comment
letter 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 these comments within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe our
       comments apply to your facts and circumstances, please tell us why in
your response.

              After reviewing your response to these comments, we may have
       comments. Unless we note otherwise, our references to prior comments are
to comments in our
       July 27, 2023 letter.

       Form 20-F/A for the Fiscal Year Ended December 31, 2022

       Consolidated Financial Statements
       Report of Independent Registered Public Accounting Firm , page F-2

   1.                                                   We note that you have
revised your Consolidated Statements of Operations and
                                                        Comprehensive (Loss)
Income. Please tell us why the accounting firm's report was not
                                                        dual dated as a result
of the revised financial statement.
 Hui Yuan
FirstName LastNameHui Yuan
Xiao-I Corporation
August 14, NameXiao-I
           2023        Corporation
Page 2 14, 2023 Page 2
FirstName LastName
Note 2. Summary of Significant Accounting Policies
(o). Revenue recognition, page F-16

2.       We note your response to prior comment 5. Please address the
             You indicate in section (3) that you provide technology
development services under
            two scenarios. Please quantify for us the revenue recognized in the
periods presented
            under each of these scenarios.
             Please describe, in greater detail, the services provided in
scenario (ii) where the
            technology development services are a distinct performance
obligation and explain
            how you concluded that these specific services should be recognized
at a point in
             Please revise your revenue recognition policy to address both
scenarios and to clearly
            explain that scenario (i) results in a new customized software
product or application.

        You may contact Joyce Sweeney, Senior Staff Accountant, at 202-551-3449
or Christine
Dietz, Senior Staff Accountant, at 202-551-3408 with any questions.


                                                             Division of
Corporation Finance
                                                             Office of
cc:      Fred Summer