Streeterville Capital LLC and affiliated filers report beneficial ownership of 5,518,004 ordinary shares of Xiao‑I Corp, representing 9.99% of the class. The filing states this stake arises under a Convertible Promissory Note and that a contractual ownership cap limits Streeterville to 9.99%. The filing cites 55,235,284 shares outstanding as of December 31, 2025 from the issuer’s 20‑F.
Positive
None.
Negative
None.
Insights
Large passive/convertible position capped at 9.99% is disclosed; ownership is explicitly beneficial, not a purchase here.
Streeterville Capital LLC is reported to beneficially own 5,518,004 shares under rights from a Convertible Promissory Note. The filing emphasizes a contractual cap of 9.99% and cites the issuer's 55,235,284 shares outstanding as of December 31, 2025.
The disclosure clarifies voting and dispositive powers are sole for the reporting persons. Future conversion or additional acquisitions would be constrained by the documented cap; timing and cash‑flow treatment are not described in the excerpt.
Key Figures
Beneficial ownership:5,518,004 sharesPercent of class:9.99%Shares outstanding:55,235,284 shares
3 metrics
Beneficial ownership5,518,004 sharesAmount beneficially owned reported on Schedule 13G
Percent of class9.99%Ownership cap under the Convertible Promissory Note
Shares outstanding55,235,284 sharesOutstanding as of <date>December 31, 2025</date> (cited from issuer's 20‑F)
Key Terms
Convertible Promissory Note, Beneficially owned, Sole Dispositive Power
3 terms
Convertible Promissory Notefinancial
"rights, under a Convertible Promissory Note, to own an aggregate number of shares"
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.
Beneficially ownedregulatory
"beneficially owned by Streeterville as of the date of this filing was 5,518,004 shares"
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.
Sole Dispositive Powerregulatory
"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.
See more from StockTitan in Google Search and AI answers.Adds StockTitan as a preferred source · opens Google
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Xiao-I Corp
(Name of Issuer)
Ordinary Shares, $0.00005 par value per share
(Title of Class of Securities)
98423X308
(CUSIP Number)
05/29/2026
(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, 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, 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, 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 Number(s):
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.
What stake does Streeterville Capital report in Xiao‑I Corp (AIXI)?
Streeterville reports beneficial ownership of 5,518,004 shares, equal to 9.99% of the class. The figure is tied to rights under a Convertible Promissory Note and a contractual ownership cap limiting Streeterville to 9.99% of outstanding shares.
How many Xiao‑I shares were outstanding as cited in the filing?
The filing references 55,235,284 shares outstanding as of December 31, 2025. That outstanding count is sourced to the issuer’s 20‑F cited in the filing and is used to calculate the 9.99% ownership figure.
Do the reporting persons have voting or dispositive power over these shares?
Yes. The filing states the reporting persons hold sole voting and sole dispositive power over 5,518,004 shares. Those powers are reported as exclusive (no shared voting or dispositive power listed) in the Schedule 13G excerpt.
Why does the filing emphasize a 9.99% cap rather than a rounded Form percentage?
The filing explains a contractual ownership cap is 9.99%, and Form Line 11 displays only a truncated tenth decimal, causing the printed 9.9% entry. The filer clarifies the operative limit in the agreement is 9.99%.
