小i机器人美股招股说明书(2024-10-31版)

XIAO-I CORPORATION 550,000 Pre-Delivery American Depositary Shares Representing 1,650,000 Ordinary Shares We are offering $2,175,000 of our American Depositary Shares (“ADSs”) issuable upon conversion of ourconvertible promissory note due in 2025, which we refer to herein as the “Note”. The Note shall beconvertible into our ordinary shares (which we refer to as, “Conversion Shares”) in the form of AmericanDepositary Shares (which we refer to as “Conversion ADSs”). The Note is being sold pursuant to a privateplacement, and the terms of a Securities Purchase Agreement dated as of October 30, 2024 between us andan investor (“Buyer”) in connection with this offering (the “Securities Purchase Agreement”). Thisprospectus supplement covers the Conversion Shares issuable upon conversion of the Note (as representedby Conversion ADSs). The ADSs are being issued pursuant to a registration statement on Form F-6(Registration No. 333-269502). We are also concurrently offering an additional 550,000 ADS (which we refer to as “Pre-Delivery ADSs”),at par 0.00005, representing 1,650,000 of our ordinary shares (which we refer to as “Pre-Delivery Shares”),to Buyer of Note. Holder of Pre-Delivery Shares is not permitted to sell, assign or transfer such Pre-Delivery ADSs except in connection with a conversion of the Note of the holder to facilitate T+1 deliveryof Conversion ADSs upon any conversion of a Note. Notwithstanding the foregoing, Citibank, N.A., thedepositary for our ADS program (the “Depositary”), is not obligated to issue and deliver Pre-DeliveryADSs or Conversion ADSs until we have complied with all applicable requirements of the Depositary. Fora description of the Depositary’s requirements, see the information under the heading “Description of Pre-Delivery Shares” beginning on page S-27 of this prospectus supplement. At such time as the holder’s Noteno longer remains outstanding, such remaining Pre-Delivery ADSs shall be deemed surrendered andcancelled by the holder on the date the holder ceases to hold any Note. See “Description of Pre-DeliveryShares” below. Our American Depositary Shares are listed on the Nasdaq Global Market, or “Nasdaq,” under the symbol“AIXI.” On October 30, 2024, the last reported sale price of our ADSs on the Nasdaq was $4.44 per ADS.The aggregate market value of our outstanding Ordinary Shares held by non-affiliates, or public float, as ofOctober 30, 2024, was approximately $40,397,961.6, which was calculated based on 27,295,920OrdinaryShares held by non-affiliates and the price of $4.44 per ADS (each ADS represents three Ordinary Shares),which was the closing price of our ADS on Nasdaq on October 30, 2024. Pursuant to General InstructionI.B.5 of Form F-3, in no event will we sell our securities in a public primary offering with a valueexceeding one-third of our public float in any 12-month period so long as our public float remains below$75 million. During the 12 calendar months prior to and including the date of the accompanyingprospectus, except for the $3,260,869.57 aggregate principal amount of our senior convertible notes sold toan institutional investor on June 17, 2024, we have not offered or sold any other securities pursuant toGeneral Instruction I.B.5 of Form F-3. We are an “emerging growth company” under applicable U.S. federal securities laws and is eligiblefor reduced public company reporting requirements. Investing in our securities involves a high degree of risk. You should carefully consider the risksdescribed under “Risk Factors” starting on page S-22 and the “Risk Factors” in the accompanyingprospectus and in the documents incorporated by reference into this prospectus supplement beforeyou invest in our securities. Xiao-I is a holding company incorporated in the Cayman Islands. As a holding company with no materialoperations of its own, Xiao-I conducts a substantial majority of its operations through Shanghai Xiao-iRobot Technology Co., Ltd. (“Shanghai Xiao-i”), a variable interest entity (the “VIE”), in the People’sRepublic of China, or “PRC” or “China.” Investors in Xiao-I’s ADSs should be aware that they may neverhold equity interests in the VIE, but rather are purchasing equity interests solely in Xiao-I, the CaymanIslands holding company, which does not own any of the business in China conducted by the VIE and theVIE’s subsidiaries (“the PRC operating entities”). The ADSs offered in this offering represent shares of theCayman Islands holding company instead of shares of the VIE(s) in China. Xiao-I’s indirect wholly owned subsidiary, Zhizhen Artificial Intelligent Technology (Shanghai) Co. Ltd.(“Zhizhen Technology” or “WFOE”) entered into a series of contractual arrangements that establish theVIE structure (the “VIE Agreements”). The VIE structure is used to provide investors with exposure toforeign investment in China-based companies where Chinese law prohibits direct foreign investment incertain industries. Xiao-I has evaluated the guidance in FASB ASC 810 an