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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

February 13, 2023

VIA EDGAR

Ms. Charli Gibbs-Tabler

Office of Technology

Division of Corporation Finance

U.S. Securities and Exchange Commission

 Re: Xiao-I Corporation

Registration Statement on Form F-1

Filed December 20, 2022

File No. 333-268889

Dear Ms. Gibbs-Tabler:

We are in receipt of the Staff’s
letter dated January 11, 2023 with respect to the above-referenced Registration Statement (the “Registration Statement”).
We are responding to the Staff’s comment on behalf of Xiao-I Corporation (“Xiao-I” or the “Company”) as
set forth below.

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.

Registration Statement on Form F-1 filed December 20, 2022

Prospectus Summary

The Offering, page 35

 1. Please reconcile for us the number of ordinary shares outstanding immediately before this offering disclosed here with the number of outstanding ordinary shares as disclosed in your June 30, 2022 financial statements.

Xiao-I’s Response: In response
to the Staff’s comment, the Company has revised page 35 in the Registration Statement.

45 Offices in 20 Countries

Squire Patton Boggs (US) LLP is part of the international legal practice
Squire Patton Boggs, which operates worldwide through a number of separate legal entities.

Please visit squirepattonboggs.com for more information.

    Squire
Patton Boggs (US) LLP

    February 13, 2023

Risk Factors, page 75

2. We
note that you updated your exclusive forum provision on page 179 to reflect that any legal suit, action, or proceeding against or involving
the Company or the depositary . . . “may only be instituted in the United States District Court for the Southern District of New
York (or, if the Southern District of New York lacks subject matter jurisdiction over a particular dispute, in the state courts of New
York County, New York)”. Please revise the related risk factors on page 75 to reflect the updated exclusive forum provision.

Xiao-I’s Response: In response
to the Staff’s comment, the Company has revised page 75 in the Registration Statement.

Dilution, page 88

3. Tell us how you considered deferred
offering costs in your calculation of net tangible book value. To the extent you did not consider such assets to be intangible
assets, please explain or revise your calculations as necessary.

Xiao-I’s Response: In response
to the Staff’s comment, the Company has revised page 88 in the Registration Statement to exclude deferred offering costs in the
calculation of net tangible book value.

Underwriting

Lock-Up Agreements, page 191

4. We
note that only a majority of your existing shareholders have agreed to a lock-up period. Please revise to tell us which shareholders have
agreed to a lock-up period and why a lock-up agreement was not reached with the others.

Xiao-I’s Response: In response
to the Staff’s comment, the Company has revised the disclosures on pages 36, 180 and 191 in the Registration Statement as “[a]ll
of our directors, company officers and at least 81% of our existing shareholders have agreed with the underwriters for a period
of 180 days following the consummation of this offering.”  Due to both the holidays and the internal lengthy process of obtaining
signatures for some institutional shareholders, the Company is unable to receive signed lock-up agreements quickly.  As of today,
the Company has received signatures from 81% of the following existing shareholders who collectively own 65% of outstanding
ordinary shares:

 1. ZunTian Holding Limited

 2. River Hill China Fund L.P.

 3. Shanghai Tongjun Enterprise Management Consulting Partnership (Limited Partnership)

 4. Qingdao CEL Low Carbon New Energy Equity Investment Limited

 5. Bluefocus Intelligent Communications Group Co., Ltd.

 6. iTeam Holding Limited

 7. Yujun Limited

 8. TONGDING INTERCONNECTION INFORMATION CO., LTD.

 9. Zhihan (Shanghai) Investment Center (Limited Partnership)

 10. Jiaxing Daotong ChuangZhi Investment Partnership (Limited Partnership)

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    Squire
Patton Boggs (US) LLP

    February 13, 2023

 11. AA Smart Holding Limited

 12. Hangzhou Paradise Silicon Valley Jiafu No. 1 Equity Investment Partnership (Limited Partnership)

 13. PreIPO Capital Partners Limited

 14. Shanghai Saiben Enterprise Management Consulting Partnership (Limited Partnership)

 15. Shanghai Julian Investment Consulting Co., Ltd.

 16. East Investment Limited

 17. Shanghai Zhonghui Jinlu Venture Capital Partnership (Limited Partnership)

 18. Shanghai Jiding Enterprise Management Consulting Partnership (Limited Partnership)

 19. CDIB Private Equity (Fujian) Enterprise (Limited Partnership)

 20. Sichuan Tiankang Gas Technology Holding Limited

 21. Shanghai Decun Enterprise Management Center (Limited Partnership)

 22. Hangzhou Jiafu Paradise Silicon Valley No. 2 Equity Investment Partnership (Limited Partnership)

 23. Shanghai Chongfu Enterprise Management Consulting Partnership (Limited Partnership)

 24. Shanghai Science Investment Limited Partnership

 25. Xinghao Holding Limited

 26. Jiuyuequan Holding Limited

 27. Shanghai Jixuan Enterprise Management Consulting Partnership (Limited Partnership)

 28. Shanghai Leyong Venture Capital Center (Limited Partnership)

 29. U Cell Holding Limited

 30. Wehold Holding Limited

 31. Hesen Holding Limited

 32. DONGYI Holding Limited

 33. Sanxian Holding Limited

 34. Leanauto Holding limited

 35. Hydrangea Holding Limited

 36. Hanying Holding Limited

 37. Lizehao Holding Limited

 38. JiangNing Holding Limited

 39. Xuyue Holding Limited

 40. Sunyin Holding Limited

 41. Zhuxiangyang Holding Limited

 42. Yuaifen Holding Limited

 43. Mengjie Holding Limited

 44. Libing Holding Limited

 45. HanPing Holding Limited

 46. Shixinlong Holding Limited

  47. Ningbo Yanyuan Shouke Dexin Investment Limited Partnership

The Company is currently trying to collect signed
lock-up agreements from the rest of the existing shareholders.

Condensed Consolidated Financial
Statements

Note 16. Subsequent Events, page F-63

5. We
note your revised disclosure in response to prior comment 7. Please revise your disclosure here and/or in the Liquidity and Capital Resources
section in MD&A, as applicable, to disclose any extensions or repayments of the four convertible loans that had maturity dates in
November and December 2022.

Xiao-I’s Response: In response
to the Staff’s comment, the Company has revised the disclosure on page F-63, pages 102 and 105 in the Liquidity and Capital Resources
section in MD&A in the Registration Statement to disclose the extension and repayments of the convertible loans that had maturity
dates in November and December 2022.

*********

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    Squire
Patton Boggs (US) LLP

    February 13, 2023

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,

    /s/ Fred A. Summer

    Fred A. Summer

    of SQUIRE PATTON BOGGS (US) LLP

 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 (US) LLP

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