Correspondence 0001213900-23-018184 from Xiao-I Corp (AIXI) (CIK 0001935172) (AIXI)
Xiao-I Corp (AIXI) (CIK 0001935172)
Date: March 7, 2023 · CIK: 0001935172 · Accession: 0001213900-23-018184
AI Filing Summary & Sentiment
File numbers found in text: 333-268889
Letter
Prime Number Capital LLC
14 Myrtle Drive
Great Neck, NY 11021
March 7, 2023
VIA EDGAR
U.S. Securities and Exchange Commission
F Street, N.E.
Washington, D.C. 20549
Re:
Xiao-I Corporation
Registration Statement on Form F-1, as amended
File No. 333-268889
Request for Acceleration of Effectiveness
Ladies and Gentlemen:
Pursuant to Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), Prime Number Capital LLC, as the representative of several underwriters of the offering, hereby joins the request of the Company that the effective date of the above-captioned Registration Statement be accelerated so as to permit it to become effective on March 8, 2023 at 4:00 p.m., Eastern time, or as soon thereafter as practicable.
Pursuant to Rule 460 of the General Rules and Regulations of the Securities and Exchange Commission under the Securities Act, we, acting on behalf of the several underwriters, wish to advise you that, through March 7, 2023, we distributed to each underwriter or dealer, who is reasonably anticipated to be invited to participate in the distribution of the security, as many copies, as well as “E-red” copies of the Preliminary Prospectus dated March 7, 2023, as appears to be reasonable to secure adequate distribution of the preliminary prospectus.
We have complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
[Signature Page Follows]
Very
truly yours,
PRIME
NUMBER CAPITAL LLC
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Prime
Number Capital LLC
14 Myrtle Drive
Great
Neck, NY 11021
March
7, 2023
VIA
EDGAR
U.S.
Securities and Exchange Commission
100
F Street, N.E.
Washington,
D.C. 20549
Re:
Xiao-I Corporation
Registration Statement on Form F-1, as amended
File
No. 333-268889
Request
for Acceleration of Effectiveness
Ladies
and Gentlemen:
Pursuant to Rule 461 of the General Rules and Regulations
of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), Prime
Number Capital LLC, as the representative of several underwriters of the offering, hereby joins the request of the Company that the effective
date of the above-captioned Registration Statement be accelerated so as to permit it to become effective on March 8, 2023 at 4:00 p.m.,
Eastern time, or as soon thereafter as practicable.
Pursuant to Rule 460 of the General Rules and Regulations
of the Securities and Exchange Commission under the Securities Act, we, acting on behalf of the several underwriters, wish to advise
you that, through March 7, 2023, we distributed to each underwriter or dealer, who is reasonably anticipated to be invited to participate
in the distribution of the security, as many copies, as well as “E-red” copies of the Preliminary Prospectus dated March
7, 2023, as appears to be reasonable to secure adequate distribution of the preliminary prospectus.
We
have complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
[Signature
Page Follows]
Very
truly yours,
PRIME
NUMBER CAPITAL LLC
By:
/s/ Xiaoyan
Jiang
Name:
Xiaoyan Jiang
Title:
Chairwoman
[Signature
Page to the Acceleration Request Letter—Underwriter]