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    Squire Patton Boggs (US) LLP

                                                                  475 Sansome Street, 16th Floor

                                                                  San Francisco, California  94111

    O+1 415 954 0200

    F+1 415 393 9887

    squirepattonboggs.com

    Charlotte Westfall

    T+1 415 954 0220

    charlotte.westfall@squirepb.com

    Fred Summer

    T +1 614 365 2743

    fred.summer@squirepb.com

December 19, 2022

VIA EDGAR

Ms. Charli Gibbs-Tabler

Office of Technology

Division of Corporation Finance

U.S. Securities and Exchange Commission

    Re:

    Xiao-I Corporation

    Amendment No. 3 to Draft Registration Statement on Form F-1

    Submitted October 26, 2022

    CIK No. 0001935172

Dear Ms. Gibbs-Tabler:

On behalf of our client, Xiao-I
Corporation, a foreign private issuer organized under the laws of the Cayman Islands (“Xiao-I” or the “Company”),
we submit to the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) this letter
setting forth the Company’s responses to the comments contained in the Staff’s letter dated December 7, 2022 with respect
to the above-referenced confidential draft Amendment No. 3 to Draft Registration Statement on Form F-1 (the “Draft Registration
Statement”).

Concurrently with the submission
of this letter, the Company is filing herewith the Company’s registration statement on Form F-1 (the “Registration Statement”)
and certain exhibits via EDGAR with the Commission. The Company is, concurrently with the Registration Statement, filing the Draft Registration
Statement and all amendments thereto that were previously submitted for the non-public review of the Staff.

The Company’s responses
set forth in this letter are numbered to correspond to the numbered comments in the Staff’s letter. All terms used but not defined
herein have the meanings assigned to such terms in the Registration Statement. For ease of reference, we have set forth the Staff’s
comments and the Company’s response for each item below.

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    Squire Patton Boggs (US) LLP
    December 19, 2022

    Ms. Charli Gibbs-Tabler

Amendment
No. 3 to Draft Registration Statement on Form F-1 About this Prospectus

Prospectus
Summary

Consolidation, page 18

 1. Please revise to also provide condensed consolidating schedules
for June 30, 2022 and June 30, 2021. Similarly revise your disclosure regarding Transfers of Cash to and from the VIE to update for June
30.

Xiao-I’s Response: In response
to the Staff’s comment, the Company has revised the disclosure in the Registration Statement on pages 23-26 to provide condensed
consolidating schedules and disclose on page 27 that there was no transfer of cash to and from the VIE. Further, the Company has also
revised throughout the document when appropriate to provide relevant disclosures for the six months ended June 30, 2021 and 2022.

Capitalization, page 82

 2. We note your revised disclosure in response to prior comment
2. Please revise to clarify how the total cash payment would be determined if the IPO meets the enterprise market value criteria and
occurs before the maturity of convertible loans, clarifying that the “convertible shares” market value would be the closing
price of Xiao-I Corporation ADS on the day it lists on an exchange. Similarly revise your financial statement notes regarding the convertible
loans. Additionally, please revise to provide capitalization disclosures as of the most recent balance sheet date included in the filing,
June 30, 2022. Similarly provide Dilution disclosures as of June 30, 2022.

Xiao-I’s Response: In response
to the Staff’s comment, the Company has revised its disclosures on page 86 in the Registration Statement to clarify two scenarios
that:

In October 2022, the VIE has decided to repay
all convertible loans by cash in future that:

 (1) If an affiliate of the VIE, including Xiao-I, could not consummate an IPO or meet the enterprise
                                                                                market value criteria, which refers to the market value above US$448.0 million (or US$896 million under one holder’s agreement) upon the closing of this offering,
                                                                                the Company would make the repayment of convertible loans in cash, which was US$5.47 million (US$6,075,151 with interests) as of
                                                                                June 30, 2022.

 (2) If such affiliate of the VIE completes an IPO before the maturity
of convertible loans and meet enterprise market value criteria, the total amount of cash repayment equals to convertible shares market
value, which is the closing price of Xiao-I Corporation ADS upon listing date on exchange market.

Similarly, the Company has revised financial statement
notes regarding the convertible loans on pages F-28, F-41, F-55 and F-63 in the Registration Statement. In addition, capitalization, dilution
and exchange rate information disclosures have been updated to June 30, 2022 on pages 86-89 in the Registration Statement.

Management’s Discussion and Analysis of Financial Condition
and Results of Operations

Liquidity and Capital Resources, page 97

 3. We note your response to prior comment 2. Please revise to quantify
the convertible loans, the VIE’s intent to cash settle such borrowings, the expected timing of the cash payment and how the company
intends to fund the settlement of the borrowings. Refer to Item 5.B.3 of Form 20-F.

Xiao-I’s Response: In response
to the Staff’s comment, the Company has added disclosures on page 102 in the Registration Statement to clarify that: As of June 30, 2022, the VIE had total expected
cash payment of US$6.08 million of convertible loans, including principal and interests. The VIE intends to settle the remaining balance
of the convertible loans by cash through cash flow from operations, bank borrowings and other financing sources including financial support
from related parties. The expected timing of payment was also disclosed on page 102.

Furthermore, pursuant to Item 5.B.3 of Form 20-F,
the Company added the table setting forth the Company’s contractual obligations as of June 30, 2022 on page 105 under the section
“Disclosure of Contractual Obligations” in the Registration Statement in response to the Staff’s comment.

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    Squire Patton Boggs (US) LLP
    December 19, 2022

    Ms. Charli Gibbs-Tabler

Consolidated Financial Statements

Note 2. Summary of Significant Accounting Policies

(p) Revenue Recognition, page F-18

 4. We note your response to prior comment 6 which indicates that
the amount of contract costs recognized as cost of revenues was impacted by the restatement. Please revise to provide a cross-reference
to the restatement note disclosures.

Xiao-I’s Response: In response
to the Staff’s comment, the Company has revised the disclosure in the Registration Statement on page F-20 to add a cross-reference.

Condensed Consolidated Financial Statements

Note 1. Organization and Principal Activities, page F-47

 5. Please revise the header “Percentage of Ownership”
for the VIE and Subsidiaries of VIE to be consistent with the header on page F-9 which refers to the “Percentage of beneficial
ownership for purposes of accounting.”

Xiao-I’s Response: In response
to the Staff’s comment, the Company has revised the disclosure on pages
F-9 and F-47 in the Registration Statement.

Note 10. Accrued expenses and other liabilities, page F-55

 6. In footnote (2) you state that if the Group receives investment
income from Zhizhen Guorui prior to the loan’s maturity date, the Group shall repay the loan with investment income. Please revise
to describe the nature of investment income from Zhizhen Guorui that would be payable to the third party and describe any restrictions
or conditions related to the amount and timing of investment income that would be payable to the third party.

Xiao-I’s Response: In response
to the Staff’s comment, the Company clarified the background of the long-term loan from a third party and revised the description
of footnote (2) on page F-55 in the Registration Statement.

In February 2022, the Company entered into a loan
agreement with a third party (the “Third Party”) to borrow $2.9 million, which has a sole purpose to establish Zhizhen Guorui
(Shanghai) Information Technology Development Co., Ltd. (“Zhizhen Guorui”). The Company used $2.9 million proceeds to establish
Zhizhen Guorui with other third parties, and gained significant influence over Zhizhen Guorui, which accordingly became our long-term
investment under equity method. See “Notes to Condensed Consolidated Financial Statements — Note 8 Long-term Investment”
on page F-54.

Pursuant to the loan agreement with the Third
Party, there are two main sources to repay the loan. The first repayment priority would be cash dividend from Zhizhen Guorui if it declared
any, following by the Company’s own funds from normal operations till maturity date.

In the previous footnote (2), the investment income
from Zhizhen Guorui refers to the cash dividend from Zhizhen Guorui. The cash dividend from Zhizhen Guorui would become the source to
repay the loan in first priority if the Company receives any until the loan of $2.9 million was paid in full, and except for that, there
was no other restrictions or conditions related to the amount and timing of the cash dividend that would be payable to the Third Party.

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    Squire Patton Boggs (US) LLP
    December 19, 2022

    Ms. Charli Gibbs-Tabler

Note 16. Subsequent Events, page F-63

 7. In your response to prior comment 7 you state that you will
reclassify the convertible loans as the VIE’s decision to settle by cash left no convertible feature in the loans. If the Investment
Agreements for the convertible loans were not amended to remove the conversion feature, please retain the convertible loan characterization
in any updated financial statement disclosures. Additionally, revise to disclose the extension of the maturity date for the Guoqiang
Chen convertible loan and the repayment of the Jinzhi Li loan.

Xiao-I’s Response:

In response to the Staff’s comment, the
Company has revised the disclosure in the Registration Statement on page F-63 to remove the previous disclosure of reclassification of
convertible loans. In addition, the Company respectfully draws the Staff’s attention to its disclosure on page F-63 stating:
“[i]n September 2022, Guoqiang Chen has signed a convertible loan extension agreement with the VIE and agreed to extend the maturity
date to September 1, 2023.” and “[i]n August 2022, the VIE has repaid the principal and interest of the convertible loan to
Jinzhi Li.”

*********

Any comments or questions
regarding the foregoing should be directed to the undersigned at 614.365.2743. Thank you in advance for your cooperation in connection
with this matter.

    Sincerely,

    Squire Patton Boggs (US) LLP

    /s/ Fred A. Summer

    Fred A. Summer

    cc:
    Joyce Sweeney, Securities and Exchange Commission

    Christine Dietz, Securities and Exchange Commission

    Mitchell Austin, Securities and Exchange Commission

    Hui Yuan, Xiao-I Corporation

    Chao Xu, Xiao-I Corporation

    Charlotte Westfall, Squire Patton Boggs LLP

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