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    Squire Patton Boggs (US) LLP

    555 California Street, 5th Floor

    San Francisco, California 94104

    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

August 23, 2023

VIA EDGAR

Ms. Joyce Sweeney

Office of Technology

Division of Corporation Finance

U.S. Securities and Exchange Commission

    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 Ms. Joyce
Sweeney:

We
are in receipt of the Staff’s letter dated August 14, 2023 with respect to the above-referenced Annual Report Form 20-F for the
Fiscal Year Ended December 31, 2022, originally filed with the Securities and Exchange Commission on April 28, 2023 and amended on August
10, 2023 (as amended, the “Form 20-F”). 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 Amendment No. 2 to Annual Report Form 20-F for the Fiscal
Year Ended December 31, 2022 (the “Amendment No. 2”). 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
    August 23, 2023

Amendment No. 2 to Form 20-F
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.

Response:
In response to the Staff’s comment, the previous revision in Consolidated Statements of Operations and Comprehensive (Loss)
Income is not the correction of a material misstatement or a change in accounting principle. In addition, the independent registered
public accounting firm has performed the audit procedures on the composition of Cost of revenue before issuing the original audit opinion,
which was dated April 28, 2023.

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.

Response:

 (1) In
response to the Staff’s comment, the revenues from technology development services under two scenarios for the years ended December
31, 2020, 2021 and 2022 were as follows:

    For the years ended December 31,

    2020
    2021
    2022

    Development of new customized software and applications
    $ 3,039,720
    $ 8,109,771
    $ 14,067,758

    Functional customization development based on original software product sold
      3,364,674
      1,137,221
      2,352,131

    Total Technology development service
    $ 6,404,394
    $ 9,246,992
    $ 16,419,889

 (2) In scenario
                                            (ii), we provide functional customization development based on the original software products
                                            that we sold if the customer has further need for the software customization development.
                                            For example, in a typical scenario (ii) arrangement, we sold our software products, Intelligent
                                            Interactive Platform pro and Intelligent Engine Software pro of Xiao-I Chatbot, to customers
                                            in the financial industry to provide intelligent customer service with a 24-hour uninterrupted
                                            intelligent question and answer function. Some financial institutions may require further
                                            function at the application level, such as upgraded knowledge base and optimization of the
                                            knowledge base with larger capacity.

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    Squire Patton Boggs (US) LLP
    August 23, 2023

We present
our analysis in conjunction with the example aforementioned to discuss it in greater detail and make it clearer. We consider there are
two distinct performance obligations to sell the software products and to provide technology development services in a typical scenario
(ii) arrangement pursuant to ASC 606-10-25-19 through 25-21 as follows:

 a. Pursuant to ASC 606-10-25-20, customers can benefit from these
two obligations separately:

Customers
can benefit from software products, Intelligent Interactive Platform and Intelligent Engine Software pro of Xiao-I Chatbot, on their
own, because the software products are functional to address real-time online question-and-answer needs for financial institutions. There
is already industry-related knowledge base attached on the software products we sold. Thus, our customers can benefit from the software
products without further technology development.

Besides,
customers can also benefit from the technology development service, in conjunction with software already obtained.

 b. Pursuant to ASC 606-10-25-21, these two obligations can be identified
separately from each other.

The
software products, Intelligent Interactive Platform and Intelligent Engine Software pro of Xiao-I Chatbot, and technology development
services to upgrade the knowledge base with larger capacity, are not inputs to a combined item which customers have contracted to receive.

The
technology development services to upgrade the knowledge base with larger capacity did not significantly modify the software. Customers
can purchase and use software products without further technology development services. In addition, the Company is able to transfer
the software product without promising to provide future technology development services and is able to provide technology development
services to upgrade the knowledge base with larger capacity to a customer that already has its own Intelligent Interactive Platform.
Consequently, the software product sales and provision of technical development services are not highly interdependent or highly interrelated.

We consider
that pursuant to ASC 606-10-25-27 through 25-29, the three criteria indicating the Company should recognize revenue from technology development
services over time are not met due to the following:

 a. Pursuant
                                            to ASC 606-10-25-27(a), customers cannot simultaneously receive and consume the benefits
                                            provided by our performance because the work-in-progress of knowledge base with larger
                                            capacity is only dispersed computer code that neither provide any of the functionality requested
                                            by the customer, nor is delivered to the customer until the development is completed.

If customers
terminate the development of upgraded knowledge point base with larger capacity and replace us with other technology company, the new
technology company need to reperform all the development work to satisfy the obligation.

 b. Pursuant
                                            to ASC 606-10-25-27(b), customers cannot obtain control of the asset because we do
                                            not deliver any source code to customers, and thus customers cannot gain control of the knowledge
                                            base with larger capacity or realize its expected functionality until development is complete.

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    Squire Patton Boggs (US) LLP
    August 23, 2023

 c. Pursuant
                                            to ASC 606-10-25-27(c) and ASC 606-10-25-28, the underlying code and scripts of knowledge
                                            base with larger capacity can still be applied in similar application scenarios without requiring
                                            significant rework. Thus, the technology we developed during our service has an alternative
                                            use for the Company.

Pursuant to ASC 606-10-25-27(c) and
ASC 606-10-25-29, the Company does not have an enforceable right to payment for performance completed to date. If the technology
development service does not meet the specifications as agreed in the contract, the customers are entitled to refuse payment until the
Company manages to deliver work per requirement.

Therefore,
we consider that our revenues from technology development services should be recognized at a point-in-time each time the technology development
is completed and the customer can benefit from it upon acceptance.

 (3) In response
                                            to the Staff’s comment, the Company respectfully proposes to revise the referenced
                                            disclosure as follows (page reference is made to the 2022 Form 20-F to illustrate the approximate
                                            location of the disclosure) in its future Form 20-F fillings (with additions shown as underlined),
                                            subject to updates and adjustments to be made in connection with any material development
                                            of the subject matter being disclosed:

F-17:

The technology development service provided to customers comprises:
(1) development of new customized software and applications based on customers’ specifications and needs; and (2) functional
customization development based on original software products sold. Pursuant to contract terms, customers can benefit from the
software products sold and technology development services on their own, or with readily available resources, meanwhile the Group fulfils
its performance obligations by transferring software products and technology development services independently. Therefore, the software
products and technology development services are distinct performance obligations. The transaction prices for two performance obligations
were determined separately in the contract, which also reflects their stand-alone selling price (“SSP”) respectively. Revenue
is recognized at the point-in-time when the service is completed and the customer can benefit from it upon acceptance. Payments are made
by the customers in multiple installments according to the payment schedule determined in the contract.

*********

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    Squire Patton Boggs (US) LLP
    August 23, 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: Christine Dietz, 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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