| As filed with the Securities and Exchange Commission on August 20, 2026 |
Registration No. 333-269502 |
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________
POST-EFFECTIVE AMENDMENT NO. 4 TO FORM F-6
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933 FOR AMERICAN DEPOSITARY
SHARES EVIDENCED BY
AMERICAN DEPOSITARY RECEIPTS
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Xiao-I Corporation
(Exact name of issuer of deposited securities as
specified in its charter)
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N/A
(Translation of issuer’s name into English)
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Cayman Islands
(Jurisdiction of incorporation or organization
of issuer)
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CITIBANK, N.A.
(Exact name of depositary as specified in its charter)
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388 Greenwich Street
New York, New York 10013
(877) 248-4237
(Address, including zip code, and telephone number,
including area code, of depositary’s principal executive offices)
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Puglisi & Associates
850 Library Ave., Suite 204
Newark, DE 19711
(Address, including zip code, and telephone number,
including area code, of agent for service)
_______________________________
Copies to:
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Laura Hua Luo Hemmann, Esq.
iTKG Law LLC
100 Corporate Dr., Suite 302
Lebanon, NJ 08833
(650)799-2061 |
Herman H. Raspé, Esq.
Jean-Claude Lanza, Esq.
Patterson Belknap Webb & Tyler LLP
1133 Avenue of the Americas
New York, New York 10036
(212) 336-2000 |
_______________________________
| It is proposed that this filing become effective under Rule 466: |
☐
immediately upon filing. |
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☐ on (Date) at
(Time). |
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| If a separate registration statement has been filed to register the deposited shares, check
the following box: ☐ |
_______________________________
CALCULATION OF REGISTRATION FEE
Title of Each Class of
Securities to be Registered |
Amount to be
Registered |
Proposed Maximum
Aggregate Price Per Unit* |
Proposed Maximum
Aggregate Offering Price** |
Amount of
Registration Fee |
| American Depositary Shares (ADS(s)), each ADS representing the right to receive four hundred and twenty (420) Ordinary Shares of Xiao-I Corporation |
N/A |
N/A |
N/A |
N/A |
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* Each
unit represents 100 ADSs.
** Estimated
solely for the purpose of calculating the registration fee. Pursuant to Rule 457(k), such estimate is computed on the basis of the maximum
aggregate fees or charges to be imposed in connection with the issuance of ADSs.
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The Registrant hereby amends this Post-Effective Amendment
No. 4 to Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Post-Effective Amendment No. 4 to Registration Statement shall thereafter become
effective in accordance with Section 8(a) of the Securities Act of 1933, or until this Post-Effective Amendment No. 4 to Registration
Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
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EXPLANATORY NOTE
This Post-Effective Amendment No. 4 to the Registration
Statement on Form F-6 is being filed solely for the purpose of correcting the signature page of Post-Effective Amendment No. 3, filed
with the Securities and Exchange Commission on August 20, 2026, which due to an administrative error inadvertently omitted the typeset
signature of Citibank, N.A., in its capacity as Depositary, on behalf of the legal entity created by the Deposit Agreement.
Accordingly, this Post-Effective Amendment
No. 4 consists only of a cover page, this explanatory note, and the corrected signature page. No
substantive changes have been made to the Registration Statement, and this Post-Effective Amendment No. 4 does not modify, amend, or
update in any way any other information contained in Post-Effective Amendment No. 3. This filing should be read in conjunction with
Post-Effective Amendment No. 3.
SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, as amended, Citibank, N.A., acting solely on behalf of the legal entity created by the Deposit Agreement,
by and among Xiao-I Corporation, Citibank, N.A., as depositary, and all Holders and Beneficial Owners from time to time of American Depositary
Shares to be issued thereunder, as amended, certifies that it has reasonable grounds to believe that all the requirements for filing
on Form F-6 are met and has duly caused this Post-Effective Amendment No. 4 to Registration Statement on Form F-6 to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 20th day of August,
2026.
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Legal entity created by the Deposit Agreement
under which the American Depositary Shares registered hereunder are to be issued, each American Depositary Share representing the right
to receive four hundred and twenty (420) ordinary shares of Xiao-I Corporation
CITIBANK, N.A., solely in its capacity as Depositary |
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By: |
/s/ Leslie DeLuca |
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Name: Leslie DeLuca |
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Title: Attorney-in-Fact |
