Streeterville reveals 9.99% stake in Xiao-I Corp

Xiao-I Corp (AIXI) received an amended Schedule 13G filing (Amendment No. 2) from Streeterville Capital LLC and related parties reporting a sizeable position in its Ordinary Shares.

Rhea-AI Filing Summary

Xiao-I Corp (AIXI) received an amended Schedule 13G filing (Amendment No. 2) from Streeterville Capital LLC and related parties reporting a sizeable position in its Ordinary Shares. Streeterville beneficially owns 5,518,004 Ordinary Shares, representing 9.99% of the 55,235,284 shares outstanding as of December 31, 2025, through a Convertible Promissory Note dated August 26, 2026. The note is subject to a contractual ownership cap of 9.99%, which limits the number of shares Streeterville may own at any time. Streeterville Management LLC, as manager of Streeterville, and John M. Fife, as sole member of Streeterville Management LLC, report indirect beneficial ownership of the same shares.

Key Figures

Shares beneficially owned: 5,518,004 Ordinary Shares Percent of class beneficially owned: 9.99% Shares outstanding: 55,235,284 Ordinary Shares +3 more

6 metrics

Shares beneficially owned 5,518,004 Ordinary Shares Beneficially owned by Streeterville Capital LLC as reported in Amendment No. 2 to Schedule 13G

Percent of class beneficially owned 9.99% Ownership percentage of Xiao-I Corp Ordinary Shares reported by the Streeterville reporting group

Shares outstanding 55,235,284 Ordinary Shares Shares outstanding as of December 31, 2025, referenced from Xiao-I Corp’s Form 20-F

Par value per Ordinary Share $0.00005 per share Par value of Xiao-I Corp Ordinary Shares

Ownership cap 9.99% Contractual cap on the percentage of Xiao-I Corp outstanding shares Streeterville may own

Date of Convertible Promissory Note August 26, 2026 Date of the Convertible Promissory Note under which Streeterville has rights to acquire shares

Key Terms

beneficially owned, Convertible Promissory Note, sole dispositive power, sole voting power, +1 more

5 terms

beneficially owned regulatory

"Thus, the number of shares of the Issuer's Ordinary Shares beneficially owned by Streeterville"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

Convertible Promissory Note financial

"Streeterville has rights, under a Convertible Promissory Note dated August 26, 2026, to own"

A convertible promissory note is a loan a company takes now that can later be turned into shares instead of being repaid in cash. Think of it as lending money with the option to accept ownership in the business down the road; that matters to investors because it affects who gets paid first, how much ownership existing shareholders keep, and the company’s future valuation and cash needs. Terms such as conversion price, interest and maturity determine the financial impact.

sole dispositive power regulatory

"Sole Dispositive Power 5,518,004.00"

Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.

sole voting power regulatory

"Sole Voting Power 5,518,004.00"

Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.

ownership cap financial

"except for a contractual cap on the amount of outstanding shares that Streeterville may own"

FAQ

Who is the major shareholder disclosed in this Schedule 13G/A for AIXI?

The filing reports that Streeterville Capital LLC is a significant shareholder of Xiao-I Corp (AIXI). Streeterville directly beneficially owns 5,518,004 Ordinary Shares, with Streeterville Management LLC and John M. Fife reporting indirect beneficial ownership of the same shares.

How many Xiao-I Corp (AIXI) shares does Streeterville beneficially own and what percentage is this?

Streeterville beneficially owns 5,518,004 Ordinary Shares of Xiao-I Corp, representing 9.99% of the class. This percentage is calculated based on 55,235,284 shares outstanding as of December 31, 2025, as referenced in Xiao-I’s Form 20-F filed on May 15, 2026.

What instrument gives Streeterville its stake in Xiao-I Corp (AIXI)?

Streeterville’s stake arises from a Convertible Promissory Note dated August 26, 2026. Under this note, Streeterville has rights to acquire Xiao-I Corp Ordinary Shares, but those rights are constrained by a contractual 9.99% ownership cap on the amount of outstanding shares it may own.

What is the ownership cap applicable to Streeterville’s holdings in AIXI?

The filing states that Streeterville’s current ownership cap is 9.99% of Xiao-I Corp’s outstanding Ordinary Shares. The beneficial ownership reported, 5,518,004 shares or 9.99%, reflects this contractual limitation under the Convertible Promissory Note.

Who indirectly controls Streeterville’s Xiao-I Corp (AIXI) holdings?

The filing explains that Streeterville Management LLC is the manager of Streeterville Capital LLC, and John M. Fife is the sole member of Streeterville Management LLC. Both therefore report indirect beneficial ownership and the same 5,518,004 shares and 9.99% interest in Xiao-I Corp.

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Available on EDGAR 08/28/2026 - 04:16 PM Accepted by SEC EDGAR 08/28/2026 - 04:15 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)

Xiao-I Corp

(Name of Issuer)

Ordinary Shares, $0.00005 par value per share

(Title of Class of Securities)

98423X308

(CUSIP Number)

08/28/2026

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): 98423X308

1

Names of Reporting Persons

Streeterville Capital LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UTAH

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 5,518,004.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 5,518,004.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

5,518,004.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.9 %

12

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person: Reporting person Streeterville Capital, LLC ("Streeterville") has rights, under a Convertible Promissory Note dated August 26, 2026, to own an aggregate number of shares of the Issuer's Ordinary Shares which, except for a contractual cap on the amount of outstanding shares that Streeterville may own, would exceed such a cap. Streeterville's current ownership cap is 9.99%. Thus, the number of shares of the Issuer's Ordinary Shares beneficially owned by Streeterville as of the date of this filing was 5,518,004 shares, which is 9.99% of the 55,235,284 shares outstanding on December 31, 2025 (as reported in the Issuer's 20-F filed on May 15, 2026). To clarify, the Form line 11 is limited to displaying only the tenth decimal place, but the ownership limitation prescribed in the agreement is 9.99%.

SCHEDULE 13G

CUSIP Number(s): 98423X308

1

Names of Reporting Persons

Streeterville Management, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UTAH

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 5,518,004.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 5,518,004.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

5,518,004.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.9 %

12

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person: Reporting Person Streeterville Management, LLC is the manager of Streeterville. Streeterville has rights, under a Convertible Promissory Note dated August 26, 2026, to own an aggregate number of shares of the Issuer's Ordinary Shares which, except for a contractual cap on the amount of outstanding shares that Streeterville may own, would exceed such a cap. Streeterville's current ownership cap is 9.99%. Thus, the number of shares of the Issuer's Ordinary Shares beneficially owned by Streeterville as of the date of this filing was 5,518,004 shares, which is 9.99% of the 55,235,284 shares outstanding on December 31, 2025 (as reported in the Issuer's 20-F filed on May 15, 2026). To clarify, the Form line 11 is limited to displaying only the tenth decimal place, but the ownership limitation prescribed in the agreement is 9.99%.

SCHEDULE 13G

CUSIP Number(s): 98423X308

1

Names of Reporting Persons

John M Fife

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 5,518,004.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 5,518,004.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

5,518,004.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.9 %

12

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person: Reporting Person John M Fife is the sole member of Streeterville Management, LLC which is the manager of Streeterville. Streeterville has rights, under a Convertible Promissory Note dated August 26, 2026, to own an aggregate number of shares of the Issuer's Ordinary Shares which, except for a contractual cap on the amount of outstanding shares that Streeterville may own, would exceed such a cap. Streeterville's current ownership cap is 9.99%. Thus, the number of shares of the Issuer's Ordinary Shares beneficially owned by Streeterville as of the date of this filing was 5,518,004 shares, which is 9.99% of the 55,235,284 shares outstanding on December 31, 2025 (as reported in the Issuer's 20-F filed on May 15, 2026). To clarify, the Form line 11 is limited to displaying only the tenth decimal place, but the ownership limitation prescribed in the agreement is 9.99%.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Xiao-I Corp
(b)	Address of issuer's principal executive offices: 7TH FLOOR, BUILDING 398, NO. 1555 WEST JINSHAJIANG RD., SHANGHAI, CHINA, 201803
Item 2.
(a)	Name of person filing: This report is filed by Streeterville Capital LLC, Streeterville Management LLC, and John M. Fife with respect to the shares of Ordinary Shares, $0.00005 par value per share, of the Issuer that are directly beneficially owned by Streeterville Capital LLC and indirectly beneficially owned by the other reporting and filing persons.
(b)	Address or principal business office or, if none, residence: 300 East Randolph Street, Suite 40.150, Chicago, IL 60601
(c)	Citizenship: Streeterville Capital LLC is a Utah limited liability company. Streeterville Management LLC is a Utah limited liability company. John M. Fife is a United States citizen.
(d)	Title of class of securities: Ordinary Shares, $0.00005 par value per share
(e)	CUSIP No.: 98423X308
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 5,518,004
(b)	Percent of class: 9.99%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 5,518,004
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 5,518,004
	(iv) Shared power to dispose or to direct the disposition of: 0
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Streeterville Capital LLC

Signature:	John Fife
Name/Title:	President
Date:	08/28/2026

Streeterville Management, LLC

Signature:	John Fife
Name/Title:	President
Date:	08/28/2026

John M Fife

Signature:	John Fife
Name/Title:	President
Date:	08/28/2026