SCHEDULE: Streeterville Capital Discloses 9.99% Stake in Xiao-I Corp
Schedule 13G
Streeterville Capital LLC has filed a Schedule 13G reporting a 9.99% beneficial ownership stake in Xiao-I Corp via a convertible promissory note.
Summary
- Streeterville Capital LLC, along with Streeterville Management LLC and John M. Fife, reported beneficial ownership of 5,518,004 ordinary shares of Xiao-I Corp.
- The reported stake represents 9.99% of the company's outstanding shares, based on 55,235,284 shares outstanding as of December 31, 2025.
- The ownership interest is derived from rights under a convertible promissory note.
- The reporting persons have contractually capped their ownership at 9.99%.
Sentiment
Score: 5
Explanation: StockSavvy.ai views this as a neutral regulatory disclosure regarding ownership stakes, typical of institutional investment activity.
Positives
- The filing indicates institutional interest in the company's convertible debt instruments.
Negatives
- The existence of convertible debt instruments can lead to future shareholder dilution upon conversion.
Risks
- Potential for future equity dilution if the convertible promissory note is exercised.
- The reporting entity holds a significant 9.99% stake, which may influence market perception of the stock's liquidity.
Future Outlook
The filing does not provide operational guidance but confirms the existence of a convertible instrument that allows the holder to acquire additional shares up to a 9.99% cap.
Industry Context
StockSavvy.ai notes that the use of convertible promissory notes by investment firms like Streeterville is a common financing mechanism for growth-stage companies, often signaling a need for capital but potentially creating an overhang of future equity issuance.
Comparison to Industry Standards
- The 9.99% ownership cap is a standard provision in private investment in public equity (PIPE) transactions to avoid triggering change-in-control or significant regulatory reporting thresholds.
Stakeholder Impact
- Existing shareholders may face dilution if the convertible note is converted into equity.
Next Steps
- Potential future conversion of the promissory note into ordinary shares.
Key Dates
| Date | Description |
|---|---|
| 2025-12-31 | Date of outstanding share count used for percentage calculation. |
| 2026-05-15 | Date of the Issuer's 20-F filing reporting outstanding shares. |
| 2026-05-29 | Date of the event requiring the filing and the signature date. |
Keywords
Xiao-I Corp, Streeterville Capital, Schedule 13G, Convertible Note, Beneficial Ownership, Equity Dilution
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