小i机器人美股招股说明书(2025-06-18版)

XIAO-I CORPORATION We are offering $6,128,000.00 of our American Depositary Shares (“ADSs”) issuable in the aggregate upon conversion of twoconvertible promissory notes, each due in 2026, both of which we refer to herein as a “Note”, and collectively, the “Notes”. Each Noteshall be convertible into our ordinary shares, at par value $0.00005 in the form of American Depositary Shares (which we refer to as“Conversion Shares”). The Notes are being sold pursuant to a private placement with two investors, and the terms of a SecuritiesPurchase Agreement dated as of June 18, 2025, between us and each of the two institutional investors (each, a “Lender” or “Investor”and collectively, the “Lenders” or “Investors”), executed separately, in connection with this offering (each, a “Securities PurchaseAgreement”). This prospectus supplement covers the Conversion Shares issuable upon conversion of the Notes. The ADSs are beingissued pursuant to a registration statement on Form F-6 (Registration No. 333-269502). Our American Depositary Shares are listed on the Nasdaq Global Market, or “Nasdaq,” under the symbol “AIXI.” On June 17, 2025,the last reported sale price of our ADSs on the Nasdaq was $2.37 per ADS. The aggregate market value of our outstanding OrdinaryShares held by non-affiliates, or public float, was approximately $45,684,703, which was calculated based on 36,353,875 OrdinaryShares held by non-affiliates and the price of $3.77 per ADS (each ADS represents three Ordinary Shares), which was the closing priceof our ADS on Nasdaq on May 13, 2025, a day within 60 days prior to the proposed sale. Pursuant to General Instruction I.B.5 ofForm F-3, in no event will we sell our securities in a public primary offering with a value exceeding one-third of our public float inany 12-month period so long as our public float remains below $75 million. During the 12 calendar months prior to and including thedate of the accompanying prospectus, except for the $2,175,000 aggregate principal amount of our convertible promissory notes soldto an institutional investor on October 30, 2024, and $4,637,840 aggregate principal amount of our convertible promissory notes soldto two institutional investors on January 6, 2025, we have not offered or sold any other securities pursuant to General Instruction I.B.5of Form F-3. We are therefore currently not subject to the limitations under General Instruction I.B.5 of Form F-3. We are an “emerging growth company” under applicable U.S. federal securities laws and is eligible for reduced publiccompany reporting requirements. Investing in our securities involves a high degree of risk. You should carefully consider the risks described under “RiskFactors” starting on page S-16 and the “Risk Factors” in the accompanying prospectus and in the documents incorporated byreference into this prospectus supplement before you invest in our securities. Xiao-I Corporation (“Xaio-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-i Robot Technology Co., Ltd.(“Shanghai Xiao-i”), a variable interest entity (the “VIE”), in the People’s Republic of China, or “PRC” or “China.” Investors in Xiao-I’s ADSs should be aware that they may never hold equity interests in the VIE, but rather are purchasing equity interests solely inXiao-I, the Cayman Islands holding company, which does not own any of the business in China conducted by the VIE and the VIE’ssubsidiaries (“the PRC operating entities”). The ADSs offered in this offering represent shares of the Cayman Islands holding companyinstead 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 the VIE structure (the “VIE Agreements”). The VIE structureis used to provide investors with exposure to foreign investment in China-based companies where Chinese law prohibits direct foreigninvestment in certain industries. Xiao-I has evaluated the guidance in FASB ASC 810 and determined that Xiao-I is the primarybeneficiary of the VIE, for accounting purposes, based upon such contractual arrangements. ASC 810 requires a VIE to beconsolidated if the company is subject to a majority of the risk of loss for the VIE or is entitled to receive a majority of the VIE’sresidual returns. A VIE is an entity in which a company or its WFOE, through contractual arrangements, is fully and exclusivelyresponsible for the management of the entity, absorbs all risk of losses of the entity (excluding non-controlling interests), receives thebenefits of the entity that could be significant to the entity (excluding non-controlling interests), and has the exclusive right to exerciseall voting rights of the entity, and therefore the company or its WFOE is the primary benefici