SC 13G: Xiao-I Corp

AI Summary

SC 13G filing by Xiao-I Corp.

Risk Assessment

Risk Level: low

Filing Documents

• tm2419106d1_sc13g.htm (SC 13G) — 61KB
• tm2419106d1_ex99-1.htm (EX-99.1) — 7KB
• 0001104659-24-078455.txt ( ) — 70KB

If this statement is filed pursuant to §§ 240.13d-1(b) or

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; (b) Bank as defined in Section 3(a)(6) of the Act; (c) Insurance company as defined in Section 3(a)(19) of the Act; (d) Investment company registered under Section 8 of the Investment Company Act of 1940; (e) An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); (f) An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); (g) A parent holding company or control person in accordance with Rule 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; (j) A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J); (k) Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ___

Ownership

Item 4. Ownership (a) Amount Beneficially Owned: See Items 5-9 and 11 of the cover page for each Reporting Person. The ownership of ordinary shares of the Issuer reported by each Reporting Person relates to 1,458,532 shares of Ordinary Shares, or 6.07%, of the Issuer's total issued and outstanding ordinary shares. This percentage is calculated based upon 24,015,592 Ordinary Shares issued and outstanding (as of December 31, 2023), as set forth in the Issuer’s Annual report on Form 20-F as filed with the Securities and Exchange Commission on April 30, 2024.

Ownership of Five Percent or Less of a Class

Item 5. Ownership of Five Percent or Less of a Class. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following .

Ownership of more than Five Percent on Behalf of Another

Item 6. Ownership of more than Five Percent on Behalf of Another Person. Not Applicable

Identification and classification of the subsidiary which

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.

Identification and classification of members of the group

Item 8. Identification and classification of members of the group. Not applicable.

Notice of Dissolution of Group

Item 9. Notice of Dissolution of Group. Not applicable.

Certifications

Item 10. Certifications. Not applicable. List of Exhibits 99.1 Joint Filing Agreement SIGNATURE After reasonabl e 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. Dated: July 9, 2024 River Hill China Fund L.P. By: /s/ Shihuang Xie Name: Shihuang Xie Title: Director River Hill China GP Ltd. By: /s/ Shihuang Xie Name: Shihuang Xie Title: Director /s/ Shihuang Xie Shihuang Xie* * The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interests therein, and this report shall not be deemed an admission that such person is the beneficial owner of these securities for purposes of Section 16 of the U.S. Securities Exchange Act of 1934, as amended, or for any other purpose.

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