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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.)*
Xiao-I Corporation
(Name of Issuer)
Ordinary Shares, $0.00005 par value per share
(Title of Class of Securities)
98423X209
(CUSIP Number)
John Fife, 303 E Wacker Dr, Suite 1040 Chicago, IL 60601
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 31, 2024
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
? Rule 13d-1(b)
X Rule 13d-1(c)
? Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall be
subject to all other provisions of the Act (however, see the Notes).?
CUSIP No. 98423X209
13G
Page 2 of 8 Pages
1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Streeterville Capital LLC
85-2954598
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ?
(b) ?
3.
SEC USE ONLY
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
Utah
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5.
SOLE VOTING POWER
1,650,000
6.
SHARED VOTING POWER
0
7.
SOLE DISPOSITIVE POWER
1,650,000
8.
SHARED DISPOSITIVE POWER
0
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,650,000
10.
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) ?
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.70% (*)
12.
TYPE OF REPORTING PERSON (see instructions)
OO
FOOTNOTES
* Based on the 28,901,886 Ordinary Shares outstanding on October 30, 2024 (as
reported in the Issuer's Form 424B5 filed October 31, 2024).
?
CUSIP No. 98423X209
13G
Page 3 of 8 Pages
1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Streeterville Management LLC
85-3223919
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ?
(b) ?
3.
SEC USE ONLY
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5.
SOLE VOTING POWER
1,650,000
6.
SHARED VOTING POWER
0
7.
SOLE DISPOSITIVE POWER
1,650,000
8.
SHARED DISPOSITIVE POWER
0
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,650,000
10.
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) ?
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.70% (*)
12.
TYPE OF REPORTING PERSON (see instructions)
OO
FOOTNOTES
* Based on the 28,901,886 Ordinary Shares outstanding on October 30, 2024 (as
reported in the Issuer's Form 424B5 filed October 31, 2024).
?
CUSIP No. 98423X209
13G
Page 4 of 8 Pages
1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
John M. Fife
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ?
(b) ?
3.
SEC USE ONLY
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5.
SOLE VOTING POWER
1,650,000
6.
SHARED VOTING POWER
0
7.
SOLE DISPOSITIVE POWER
1,650,000
8.
SHARED DISPOSITIVE POWER
0
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,650,000
10.
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) ?
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.70% (*)
12.
TYPE OF REPORTING PERSON (see instructions)
IN
FOOTNOTES
* Based on the 28,901,886 Ordinary Shares outstanding on October 30, 2024 (as
reported in the Issuer's Form 424B5 filed October 31, 2024).
?
CUSIP No. 98423X209
13G
Page 5 of 8 Pages
Item 1.
(a)
Name of Issuer
Xiao-I Corporation
(b)
Address of Issuer?s Principal Executive Offices
5/F, Building 2, No. 2570 Hechuan Road
Minhang District, Shanghai 201101
China
Item 2.
(a)
Name of Person Filing
This report is filed by Streeterville Capital LLC, Streeterville Management
LLC, and John M. Fife with respect to the shares of Ordinary Shares, $0.00005
par value per share, of the Issuer that are directly beneficially owned by
Streeterville Capital LLC and indirectly beneficially owned by the other
reporting and filing persons.
(b)
Address of the Principal Office or, if none, residence
303 East Wacker Drive, Suite 1040,
Chicago, IL 60601
(c)
Citizenship
Streeterville Capital LLC is a Utah limited liability company.
Streeterville Management LLC is a Utah limited liability company.
John M. Fife is a United States citizen.
(d)
Title of Class of Securities
Ordinary Shares, $0.00005
(e)
CUSIP Number
98423X209
Item 3. If this statement is filed pursuant to ??240.13d-1(b)
or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
?
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
(b)
?
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c)
?
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
(d)
?
Investment company registered under section 8 of the Investment Company Act of
1940 (15 U.S.C. 80a-8).
(e)
?
An investment adviser in accordance with ?240.13d-1(b)(1)(ii)(E);
(f)
?
An employee benefit plan or endowment fund in accordance with ?240.13d-
1(b)(1)(ii)(F);
(g)
?
A parent holding company or control person in accordance with ?240.13d-
1(b)(1)(ii)(G);
(h)
?
A savings association as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813);
(i)
?
A church plan that is excluded from the definition of an investment
company under section 3(c)(14) of the Investment Company Act of
1940 (15 U.S.C. 80a-3);
(j)
?
Group, in accordance with ?240.13d-1(b)(1)(ii)(J).
Item 4. Ownership.
Provide the following information regarding the aggregate number
and percentage of the class of securities of the issuer identified in Item 1.
(a)
Amount beneficially owned: 1,650,000
(b)
Percent of class: 5.70%
(c)
Number of shares as to which the person has:
(i)
Sole power to vote or to direct the vote: 1,650,000
(ii)
Shared power to vote or to direct the vote: 0
(iii)
Sole power to dispose or to direct the disposition of: 1,650,000
(iv)
Shared power to dispose or to direct the disposition of: 0
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities,
check the following ? .
N/A
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
N/A
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company.
N/A
Item 8. Identification and Classification of Members of the Group.
N/A
Item 9. Notice of Dissolution of Group.
N/A
Item 10. Certification.
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired and
are held in the ordinary course of business and were not acquired
and are not held for the purpose of or with the effect of changing
or influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a participant
in any transaction having that purpose or effect.
CUSIP No. 98423X209
13G
Page 8 of 8 Pages
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is
true, complete and correct.
10/31/2024
Date
Streeterville Capital LLC
/s/ John Fife
Signature
John Fife/President
Name/Title
Streeterville Management LLC
/s/ John Fife
Signature
John Fife/President
Name/Title
John M. Fife
/s/ John Fife
Signature
John Fife
Name/Title