SEC Comment Letter 0000000000-23-008838 to Xiao-I Corp (AIXI) (CIK 0001935172) (AIXI)
Xiao-I Corp (AIXI) (CIK 0001935172)
Date: Aug. 14, 2023 · CIK: 0001935172 · Accession: 0000000000-23-008838
AI Filing Summary & Sentiment
File numbers found in text: 001-41631
Letter
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, 2023 Form 20-F for the Fiscal Year Ended December 31, 2022 Filed April 28, 2023 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 additional 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.
FirstName LastNameHui Yuan Comapany NameXiao-I Corporation August 14, 2023 Page 2 FirstName LastName Hui Yuan Xiao-I Corporation August 14, 2023 Page 2 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 following: •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 time. •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. Sincerely, Division of Corporation Finance Office of Technology cc: Fred Summer
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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, 2023
Form 20-F for the Fiscal Year Ended December 31, 2022
Filed April 28, 2023
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 additional
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.
FirstName LastNameHui Yuan
Comapany NameXiao-I Corporation
August 14, 2023 Page 2
FirstName LastName
Hui Yuan
Xiao-I Corporation
August 14, 2023
Page 2
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 following:
•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
time.
•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.
Sincerely,
Division of Corporation Finance
Office of Technology
cc: Fred Summer