For the month of October 2023


Commission File Number 001-41631


Xiao-I Corporation

(Translation of registrant’s name into English)


7th floor, Building 398, No. 1555 West
Jinshajiang Rd 

Shanghai, China 201803
(Address of principal executive offices)


Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:


Form 20-F ☒             Form 40-F ☐









On October 20, 2023, Xiao-I Corporation (“Xiao-I”) released its unaudited semi-annual report for the six months ended June 30, 2023, which report is furnished as Exhibit 99.1 to this Report on Form 6-K, and incorporated herein by reference.


In early 2022, Xiao-I’s indirect wholly owned subsidiary, Zhizhen Artificial Intelligent Technology (Shanghai) Co. Ltd. (“WFOE”) was recognized by the Shanghai municipal government as a “leading enterprise” and was approved to set up an AI industrial park in the Shanghai Lingang Area through Zhizhen Guorui (Shanghai) Information Technology Development Co., Ltd. (“Zhizhen Guorui”). In February 2022, WFOE invested in Zhizhen Guorui at a total consideration of $2.9 million, acquiring less than 51% of its equity interest with significant influence, which was accounted as long-term investment. For the purpose of Zhizhen Guorui’s operations, i.e., ensuring its ability to properly establish and operate the AI Industrial Park, Shanghai Xiao-i Robot Technology Co., Ltd. (“Shanghai Xiao-i Robot”) entered into a loan agreement with Zhizhen Guorui on March 31, 2023, under which Shanghai Xiao-i Robot agreed to provide Zhizhen Guorui with an interest-free credit line of up to US$13.8 million (approximately RMB100.0 million) (“Loan Agreement”). As of June 30, 2023, Shanghai Xiao-i Robot’s loan to Zhizhen Guorui amounted to US$11.0 million (approximately RMB79.9 million). We believe that the establishment and operation of the AI Industrial Park will consolidate our competitive position in the AI industry and provide us with additional business opportunities. The Loan Agreement is furnished as Exhibit 99.2 to this Report on Form 6-K.


Exhibit Index


  Description of Document
99.1   Press Release, Dated October 20, 2023
99.2   English Translation of the Loan Agreement between Shanghai Xiao-i Robot Technology Co., Ltd. and Zhizhen Guorui (Shanghai) Information Technology Development Co., Ltd. Dated March 31, 2023







Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


Date: October 20, 2023 Xiao-I Corporation
  By:   /s/ Hui Yuan
  Name:  Hui Yuan
  Title:   Chief Executive Officer




Exhibit 99.1


Xiao-I Corporation

Reports Unaudited 2023 First Half Financial Results


SHANGHAI, China, October 20, 2023 (GLOBE NEWSWIRE) -- Xiao-I Corporation (“Xiao-I” or the “Company”), a leading cognitive artificial intelligence (“AI”) enterprise in China, today reported its unaudited financial results for the six months ended June 30, 2023.


First Half 2023 Financial Highlights


Net revenues increased 106% year over year to a record high of US$26.5 million.


Sale of cloud platform products increased 523% year over year to US$22.7 million.


Gross profit increased 124% year over year to US$20.5 million.


Gross margin was 77.3%, up 620 basis points year over year.


Mr. Hui Yuan, Chairman and Chief Executive Officer of Xiao-I, commented, “Amidst our industry’s dynamic and ever-evolving landscape, we remained steadfast in our dedication to innovation and growth. Our results speak volumes, as we achieved an outstanding 106% increase in net revenues during the first half of this year, reaching a record-breaking $26.5 million. This remarkable performance underscores the value of our continuous investments in cutting-edge AI technology that are effectively aligned with the growing digital transformation demands of various businesses.”


“Our commitment to innovation is exemplified by our unparalleled R&D investment in the first half of 2023, which surpasses our entire investment for the previous year. More importantly, we have significantly expanded our product and service portfolio with the introduction of our distinguished large language model, Hua Zang. This innovative offering is expected to be seamlessly applied across a wide array of industries swiftly with cost-efficiency, opening up new horizons for our clients. In addition to our product innovations, we have also made substantial strides in our global expansion. This includes the establishment of a U.S. subsidiary and active participation in a local exhibition. These concerted efforts place us in a good position to lead the global AI industry into a future full of immense opportunities and transformative solutions to drive our continued growth.”


Recent Developments and Strategic Highlights:


Secured Contract for AI Contact Center Project with Leading Chinese Aviation Group: In June 2023, Xiao-I secured a contract for an intelligent contact center project with a leading Chinese aviation group. This partnership aims to enhance the aviation group’s service provision capabilities and drive its digital transformation.


Introduced Pioneering Hua Zang Generative AI Model: In June 2023, Xiao-I launched Hua Zang, its advanced large language model. The model, analogous to an operating system, is built on Xiao-I’s robust platform capabilities and designed to empower various industries.


Establishment of U.S. Subsidiary as Part of Going Global Strategy: In June 2023, Xiao-I established an U.S. subsidiary, Xiao-I Plus Inc., marking another significant milestone for its global expansion strategy.


Launched IDP Solution for Future-Ready Enterprise Document Management: In May 2023, Xiao-I launched its state-of-the-art Intelligent Document Processing (“IDP”) product. This innovative solution is delivered by a smart and efficient platform that streamlines and automates the document management process, empowering businesses towards an era of intelligent operations.


Recognition as Outstanding Supplier by China Merchants Bank Credit Card Center: In May 2023, Xiao-I announced that the Credit Card Center of China Merchants Bank Co. recognized it as an outstanding supplier. This prestigious acknowledgement follows the Bank’s annual supplier assessment evaluation for 2022, during which Xiao-I demonstrated exemplary performance in business collaboration, product implementation, and service quality.





First Half 2023 Financial Results


Net Revenues


Net revenues were US$26.5 million for the first half of 2023, up 106% year over year from US$12.9 million for the same period of 2022. The increase was primarily due to the increased sales of cloud platform products and hardware products.


By Revenue Type  1H 2023   1H 2022   %
Sale of cloud platform products  $22,719,659   $3,648,339    523 
Technology development service   1,763,797    6,296,844    (72)
Sale of software products   535,004    1,397,996    (62)
Maintenance & support service   1,426,784    1,497,871    (5)
Sale of hardware products   30,175    18,431    64 
Total  $26,475,419   $12,859,481    106 


Cost of Revenues


Cost of revenues was US$6.0 million for the first half of 2023, up 61% year over year from US$3.7 million for the same period of 2022. With a smaller increase compared to net revenues, cost efficiency has improved due to economies of scale.


Gross Profit


Gross profit was US$20.5 million for the first half of 2023, representing an increase of 124% year over year from US$9.1 million for the same period of 2022. Gross margin was 77.3% for the first half of 2023, up 620 basis points from 71.1% for the same period of 2022. The increase in gross margin was mainly due to a shift in product mix towards subscription for cloud platform products from one-time software sales.


Operating Expenses


Total operating expenses were US$34.1 million in the first half of 2023, representing an increase of 355% year over year from US$7.5 million for the same period of 2022. While the selling, general and administrative expenses demonstrated improved efficiency with larger business scales, they couldn’t offset the increase in research and development expenses, which grew by 708% year over year, which was primarily driven by the significantly increase of professional service fee, including the purchase of supercomputing service fees, data services, intelligent computing technology services and software outsourcing, etc. mainly from four third parties for the requirement of big data model development project and other cloud platform products. In November 2022, OpenAI launched the ChatGPT, which opened up a new situation of artificial intelligence. Under such background, the Company increased investment in AI+ Industrial Internet research and development, including the research and procurement of intelligent collaborative platform, digital twin platform, data intelligence platform, industrial enterprise services and research and judgment platform and other platform products.





Income (Loss) from Operations


Loss from operations was US$13.6 million for the first half of 2023, compared to an income of US$1.6 million from operations for the same period of 2022.


Total Other Loss


Total other loss was US$1.3 million for the first half of 2023, generally on par with the same period of 2022.


Net Income (Loss)


Net loss was US$18.8 million for the first half of 2023, compared to a net income of US$0.6 million for the same period of 2022.


Significant related party transactions


In early 2022, we invested in Zhizhen Guorui (Shanghai) Information Technology Development Co., Ltd. (“Zhizhen Guorui”) at a total consideration of $2.9 million, acquiring less than 51% of its equity interest with significant influence, which was accounted as long-term investment. For the purpose of Zhizhen Guorui’s operation use, on March 31, 2023, Shanghai Xiao-i Robot Technology Co., Ltd. (“Shanghai Xiao-i Robot”) entered into agreement to provide credit line to Zhizhen Guorui of US$13.8 million (RMB100.0 million) with interest free.


As of June 30, 2023, the loan provided to Zhizhen Guorui by Shanghai Xiao-i Robot was US$11.0 million (RMB79.9 million).


About Xiao-I Corporation


Xiao-I Corporation is a leading cognitive intelligence enterprise in China that offers a diverse range of business solutions and services in artificial intelligence, covering natural language processing, voice and image recognition, machine learning and affective computing. Since its inception in 2001, the Company has developed an extensive portfolio of cognitive intelligence technologies that are highly suitable and have been applied to a wide variety of business cases. Xiao-I powers its cognitive intelligence products and services with its cutting-edge, proprietary AI technologies to enable and promote industrial digitization, intelligent upgrading, and transformation.


Forward-Looking Statements


Certain statements in this announcement are forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties and are based on the Company’s current expectations and projections about future events that the Company believes may affect its financial condition, results of operations, business strategy and financial needs. Investors can identify these forward-looking statements by words or phrases such as “approximates,” “assesses,” “believes,” “hopes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,” “plans,” “will,” “would,” “should,” “could,” “may” or similar expressions. The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results in the Company’s registration statement and other filings with the SEC.


For investor and media inquiries, please contact:


Ms. Berry Xia

Phone: +86 186 8158 5169

Email: ir@xiaoi.com





(In U.S. dollars, except for share and per share data, or otherwise noted)


   As of 
   December 31,
   June 30,
Current assets:        
Cash and cash equivalents  $1,026,245   $4,746,836 
Accounts receivable, net   41,362,705    16,025,831 
Amounts due from related parties   346,517    - 
Inventories   768,216    701,119 
Contract costs   2,012,309    1,936,073 
Advance to suppliers   1,115,672    1,586,618 
Deferred offering costs   1,330,902    - 
Prepaid expenses and other current assets, net   460,854    6,656,705 
Total current assets   48,423,420    31,653,182 
Non-current assets:          
Property and equipment, net   219,470    313,953 
Intangible assets, net   637,114    557,995 
Long-term investment   2,852,492    3,187,416 
Right of use assets   865,399    969,400 
Deferred tax assets, net   3,888,574    - 
Prepaid expenses and other, non-current assets   3,697,675    3,616,218 
Amount due from related parties-non current   -    11,018,714 
Total non-current assets   12,160,724    19,663,696 
TOTAL ASSETS  $60,584,144   $51,316,878 
Commitments and Contingencies          
Current liabilities:          
Short-term borrowings  $18,784,459   $16,548,757 
Accounts payable   9,180,532    7,222,235 
Amount due to related parties-current   896,431    742,714 
Deferred revenue   2,553,808    3,444,636 
Convertible loans   3,754,269    - 
Accrued expenses and other current liabilities   17,006,713    9,214,618 
Lease liabilities, current   435,462    458,018 
Total current liabilities   52,611,674    37,630,978 
Non-current liabilities:          
Amount due to related parties-non current   8,581,743    7,573,563 
Accrued liabilities, non-current   8,073,912    5,194,843 
Lease liabilities, non-current   300,974    392,436 
Total non-current liabilities   16,956,629    13,160,842 
TOTAL LIABILITIES   69,568,303    50,791,820 
Shareholders’ (deficit)/equity          
Ordinary shares (par value of $0.00005 per share; 1,000,000,000 shares authorized as of December 31, 2022 and June 30, 2023, respectively; 22,115,592 and 24,015,592 shares issued and outstanding as of December 31,2022 and June 30, 2023, respectively)  $1,106   $1,201 
Additional paid-in capital   75,621,294    108,762,797 
Statutory reserve   237,486    237,486 
Accumulated deficit   (78,483,156)   (102,449,177)
Accumulated other comprehensive loss   (3,262,666)   (2,852,695)
XIAO-I CORPORATION shareholders’ (deficit)/equity   (5,885,936)   3,699,612 
Non-controlling interests   (3,098,223)   (3,174,554)
Total shareholders’ (deficit)/equity   (8,984,159)   525,058 





(In U.S. dollars, except for share and per share data, or otherwise noted)


   For the six months ended
June 30,
   2022   2023 
Sale of software products  $1,397,996   $535,004 
Sale of hardware products   18,431    30,175 
Technology development service   6,296,844    1,763,797 
M&S service   1,497,871    1,426,784 
Sale of cloud platform products   3,648,339    22,719,659 
Net revenues   12,859,481    26,475,419 
Cost of sale of software products   (170,377)   (368,021)
Cost of sale of hardware products   (12,545)   (26,118)
Cost of technology development service   (2,661,707)   (1,286,290)
Cost of M&S service   (339,213)   (805,948)
Cost of sale of cloud platform products   (536,863)   (3,519,521)
Cost of revenues   (3,720,705)   (6,005,898)
Gross profit   9,138,776    20,469,521 
Operating expenses:          
Selling expenses   (2,094,124)   (2,377,409)
General and administrative expenses   (1,725,928)   (2,070,052)
Research and development expenses   (3,669,196)   (29,649,703)
Total operating expenses   (7,489,248)   (34,097,164)
Income/(Loss) from operations   1,649,528    (13,627,643)
Other loss:          
Investment losses   (121,618)   (225,351)
Interest expenses   (1,202,391)   (1,570,847)
Other income, net   44,160    525,431 
Total other loss   (1,279,849)   (1,270,767)
Income/(Loss) before income tax expense   369,679    (14,898,410)
Income tax benefits/(expenses)   220,820    (3,871,118)
Net income/(loss)  $590,499   $(18,769,528)
Net loss attributable to non-controlling interests   (2,674)   (173,782)
Net income/(loss) attributable to XIAO-I CORPORATION shareholders   593,173    (18,595,746)
Other comprehensive income/(loss)          
Foreign currency translation change, net of nil income taxes   145,129    507,422 
Total other comprehensive income   145,129    507,422 
Total comprehensive income/(loss)  $735,628   $(18,262,106)
Total comprehensive income/(loss) attributable to non-controlling interests   124,849    (76,331)
Total comprehensive income/(loss) attributable to XIAO-I CORPORATION shareholders   610,779    (18,185,775)
Earnings/(Loss) per ordinary share attributable to XIAO-I CORPORATION shareholders          
Basic   0.03    (0.80)
Diluted   0.03    (0.80)
Weighted average number of ordinary shares outstanding          
Basic   22,115,592    23,308,370 
Diluted   22,362,552    23,308,370 






Exhibit 99.2


Loan Agreement

Lender: Shanghai Xiao-i Robot Technology Co., Ltd.
Legal Representative: Yuan Hui
Address: 1st Floor, No. 383, Lane 1555, Jinshajiang West Road, Jiading District, Shanghai, P.R. China  

出借人: 上海智臻智能网络科技股份有限公司



Borrower: Zhizhen Guorui (Shanghai) Information Technology Development Co. Ltd.
Legal representative: Li Hang   
Address: Building C, No. 888, West Huanhu Road No. 2, Lingang New Area, Pilot Free Trade Zone, Shanghai, China

借款人: 智臻国瑞(上海)信息科技发展有限公司


住所(地址): 中国(上海)自由贸易试验区临港新片区环湖西二路888号C楼

The Borrower and the Lender, having reached an agreement on the borrowing from the Lender by the Borrower through equal consultation, hereby enter into this Contract.


Article 1. Purpose of Borrowing

第一条 借款用途

The borrowings under this contract shall be used for the following purposes, and the Borrower shall not divert the borrowings for other purposes without the written consent of the Lender, who shall have the right to supervise the use of the funds.
Borrowing purpose: for the operation of Zhizhen Guorui (Shanghai) Information Technology Development Co. Ltd







Article 2 Borrowing Amount and Term

第二条 借款金额和期限

2.1 The parties agree that the Lender shall provide the Borrower with loans for the Borrower’s operation in several installments during the period from April 01, 2023 to June 30, 2023, and the total amount of the loan shall not exceed RMB 100,000,000 (capital: RMB 100 million), and the actual amount of the loan shall be based on the amount of money actually remitted to the Borrower’s account by the Lender during the period from April 01, 2023 to June 30, 2023, with the actual amount of money actually transferred to the Borrower’s account by the Lender. The actual borrowing amount is calculated cumulatively with the amount actually remitted by the lender to the borrower’s account from April 01, 2023 to June 30, 2023.
Both parties agree that the Lender will remit the loan to the Borrower’s account by way of transfer, and once the transfer is successful, the loan shall be deemed to have been withdrawn and utilized by the Borrower.


2.1 双方协商一致在2023年04月01日至2023年06月30日期间由出借人分多笔向借款人提供借款用于借款人的经营,借款金额累计不超过100,000,000元(大写:人民币壹亿元整),实际借款金额以2023年04月01日至2023年06月30日期间出借人实际向借款人账户汇入的金额累计计算。


2.2 The term of the loan under this contract is 1 year, calculated from the date of the Borrower’s actual receipt of the said loan amount.

2.2 本合同项下的借款期限为1年,自借款人实际收到上述借款金额之日起计算。

Article 3 Interest rate
第三条 利率


3.1 The borrowing rate is【0】% per annum, and the interest rate remains unchanged during the validity period of the contract.


3.1 借款年利率为O%,在合同有效期内利率不变。

3.2 The overdue interest rate under this contract is 【\】% on top of the original borrowing rate.


3.2 本合同项下逾期利率在原借款利率基础上加收 \ %。

Article 4 Payment

第四条 打款

4.1 The Lender shall remit the borrowing amount to the following account specified by the Borrower before June 30, 2023
Account name: Zhizhen Guorui (Shanghai) Information Technology Development Co.
Bank: 【**】
Account number: 【**】

4.1出借人应于 2023 年 06 月 30日前将借款金额汇入借款人指定的以下账号:



账号: 【**】




Article 5 Repayment
第五条 还款


5.1 Unless otherwise agreed by both parties, the Borrower shall repay the principal amount of the loan to the Lender in one lump sum after the maturity of the loan, and the Borrower shall repay the principal amount of the loan to the Lender in one lump sum after the maturity of each borrowing if the borrowing is made in batches.


5.1 除双方另有约定外,借款人应在借款到期后一次性向出借人偿还借款本金,借款分批打款的,借款人应在每笔借款到期后一次性向出借人偿还该笔借款本金。

5.2 The Borrower may repay the loan in advance after mutual consensus.


5.2 经双方协商一致后,借款人可以提前还款。


Article 6 Dispute settlement
第六条 争议解决


Disputes under this contract shall be resolved by litigation in the court where the lender is located.



Article 7 Others
第七条 其他


7.1 This contract shall enter into force on the date of its signing by both parties, and shall be executed in two copies, one by the borrower and one by the lender, and shall have the same legal effect.


7.1 本合同自双方签订之日起生效,本合同一式贰份,借款人、出借人各执壹份,具有同等法律效力。

7.2 Other attachments confirmed by both parties constitute an inseparable part of this contract and have the same legal effect as this contract.

7.2 经双方共同确认的其他附件构成本合同不可分割的组成部分,与本合同具有同等法律效力。

Lender: Shanghai Xiao-i Robot Technology Co., Ltd.

出借人: 上海智臻智能网络科技股份有限公司

日期:2023年3月 31 日

Borrower: Zhizhen Guorui (Shanghai) Information Technology Development Co. Ltd.
Date: 2023/3/31

日期:2023年3月 31 日