小i机器人美股招股说明书(2026-08-26版)

XIAO-I CORPORATION Up to $4,330,000 of American Depositary Shares Representing Ordinary SharesIssuable upon Conversion of Convertible Promissory Note Due 2027(subject to the remaining availability under our registration statement on Form F-3) We are offering up to $4,330,000 of our American Depositary Shares, or ADSs, issuable upon conversion of a convertible promissorynote to be issued on August 26, 2026, following the filing of this prospectus supplement, pursuant to the Securities PurchaseAgreement, which we refer to herein as the “Note.” Each ADS currently represents sixty ordinary shares, par value $0.00005 pershare. We have announced a planned change in the ADS ratio to one ADS representing 420 ordinary shares, expected to becomeeffective on or about September 8, 2026, as described under “Prospectus Supplement Summary—Recent Developments—CorporateActions and Governance.” The Note is convertible into our ADSs, which we refer to herein as the “Conversion Shares.” The Note willbe sold to Streeterville Capital, LLC, or the “Investor” or “Lender,” pursuant to a Securities Purchase Agreement, dated as of August26, 2026, between us and the Investor, which we refer to herein as the “Securities Purchase Agreement.” This prospectus supplementcovers the Conversion Shares issuable upon conversion of the Note. The ADSs will be issued pursuant to a registration statement onForm F-6, as amended and supplemented (Registration No. 333-269502). Our ADSs are listed on the Nasdaq Global Market, or Nasdaq, under the symbol “AIXI.” Each ADS currently represents sixty ordinaryshares, par value $0.00005 per share. We have announced that we plan to change the ratio of our ADSs to our ordinary shares from oneADS representing sixty ordinary shares to one ADS representing 420 ordinary shares, which will have the same effect on ADS holdersas a one-for-seven reverse ADS split, effective on or about September 8, 2026. On August 25, 2026, the last reported sale price of ourADSs on Nasdaq was $1.20 per ADS. Based on 164,236,042 ordinary shares held by non-affiliates and the closing price of our ADSson Nasdaq of $1.95 per ADS on April 7, 2026, when each ADS represented three ordinary shares, the aggregate market value of ouroutstanding voting and non-voting ordinary shares held by non-affiliates was approximately $106.75 million. Accordingly, we areeligible to use Form F-3 for primary offerings pursuant to General Instruction I.B.1 of Form F-3 and are not subject to the limitationunder General Instruction I.B.5 of Form F-3 that applies to registrants with a public float of less than $75.0 million. We are an “emerging growth company” under applicable U.S. federal securities laws and are 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-17 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 (“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-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. Accordingly, under U.S. GAAP, theresults of the PRC operating entities are consolidated in Xiao-I’s financial statements. Through the VIE Agreements, the Company isdeemed the primary beneficiary of the VIE for accounting purposes. The VIE has no assets that are collateral for or restricted solely tosettle its obligations. The creditors of the VIE do not have recourse to the Company’s general credit. However, investors will not andmay never hold equity interests in the PRC