Convertible note holder caps Xiao-I Corp (AIXI) ownership stake at 9.99%

Rhea-AI Filing Summary

Streeterville Capital LLC and related parties report beneficial ownership of 3,191,708 Xiao-I Corp ordinary shares, representing 9.99% of the class. The stake is held through a Convertible Promissory Note that contractually caps Streeterville’s ownership at 9.99% of Xiao-I’s outstanding ordinary shares.

The filing states this 9.99% interest is based on 31,949,038 shares outstanding as of December 31, 2024, as reported in Xiao-I’s Form 20-F. Streeterville Management LLC, as manager of Streeterville, and John M. Fife, as sole member of Streeterville Management, each report indirect beneficial ownership of the same shares.

The reporting persons certify that the securities were not acquired and are not held for the purpose of changing or influencing control of Xiao-I Corp, consistent with a passive Schedule 13G filing.

Insights

Securities ownership and disclosure analyst

Streeterville discloses a capped, passive 9.99% stake in Xiao-I via a convertible note.

The filing shows Streeterville Capital LLC beneficially owns 3,191,708 Xiao-I ordinary shares, equal to 9.99% of the class, calculated against 31,949,038 shares outstanding as of December 31, 2024. Ownership is held through a Convertible Promissory Note.

A contractual ownership limitation restricts Streeterville to 9.99%, even though the note would otherwise allow a higher share position. Streeterville Management LLC and John M. Fife report indirect ownership through their roles over Streeterville, concentrating voting and dispositive power in this structure.

The certification states the position is not intended to change or influence control of Xiao-I Corp, aligning with the use of a Schedule 13G. Future changes in reported percentage would depend on conversions under the note and any change in Xiao-I’s shares outstanding, as reflected in later disclosures.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

Xiao-I Corp

(Name of Issuer)

Ordinary Shares, $0.00005 par value per share

(Title of Class of Securities)

98423X209

(CUSIP Number)

02/04/2026

(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)

SCHEDULE 13G

CUSIP No. 98423X209

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 3,191,708.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 3,191,708.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

3,191,708.00

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, 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 3,191,708 shares, which is 9.99% of the 31,949,038 shares outstanding on December 31, 2024 (as reported in the Issuer's 20-F filed on May 15, 2025). 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 No. 98423X209

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 3,191,708.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 3,191,708.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

3,191,708.00

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, 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 3,191,708 shares, which is 9.99% of the 31,949,038 shares outstanding on December 31, 2024 (as reported in the Issuer's 20-F filed on May 15, 2025). 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 No. 98423X209

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 3,191,708.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 3,191,708.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

3,191,708.00

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, 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 3,191,708 shares, which is 9.99% of the 31,949,038 shares outstanding on December 31, 2024 (as reported in the Issuer's 20-F filed on May 15, 2025). 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.: 98423X209
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: 3,191,708
(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: 3,191,708
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 3,191,708
	(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:	02/04/2026

Streeterville Management, LLC

Signature:	John Fife
Name/Title:	President
Date:	02/04/2026

John M. Fife

Signature:	John Fife
Name/Title:	John Fife
Date:	02/04/2026

FAQ

What ownership stake in Xiao-I Corp (AIXI) does Streeterville report?

Streeterville Capital LLC reports beneficial ownership of 3,191,708 Xiao-I ordinary shares, equal to 9.99% of the outstanding class. This percentage is calculated against 31,949,038 shares outstanding as of December 31, 2024, as disclosed in Xiao-I Corp’s Form 20-F.

How does Streeterville hold its Xiao-I Corp (AIXI) position?

Streeterville holds its Xiao-I position through a Convertible Promissory Note that provides rights to acquire ordinary shares. A contractual ownership cap limits Streeterville’s beneficial ownership to 9.99% of Xiao-I’s outstanding ordinary shares, despite the note otherwise supporting a larger share position.

What is the ownership cap mentioned in the Xiao-I Corp (AIXI) Schedule 13G/A?

The filing states Streeterville has a current ownership cap of 9.99% of Xiao-I’s outstanding ordinary shares. This limitation means conversions under the Convertible Promissory Note cannot increase Streeterville’s beneficial ownership above 9.99% at any time under the agreement.

How are Streeterville Management LLC and John M. Fife related to the Xiao-I Corp (AIXI) stake?

Streeterville Management LLC is the manager of Streeterville Capital LLC, and John M. Fife is the sole member of Streeterville Management. Both report indirect beneficial ownership of the same 3,191,708 shares through their control over Streeterville’s holdings.

Does the Xiao-I Corp (AIXI) Schedule 13G/A indicate an attempt to influence control?

No. The reporting persons certify that the Xiao-I securities were not acquired and are not held for the purpose of changing or influencing control of the issuer, consistent with a passive Schedule 13G filing under U.S. securities rules.

What share count did Xiao-I Corp (AIXI) use to calculate Streeterville’s 9.99% stake?

The reported 9.99% beneficial ownership is based on 31,949,038 Xiao-I ordinary shares outstanding as of December 31, 2024, a figure taken from Xiao-I Corp’s Form 20-F filed on May 15, 2025.