SCHEDULE: Streeterville Capital Reports 9.9% Stake in Xiao-I Corp

Streeterville Capital LLC, along with affiliated entities and John M. Fife, has reported a beneficial ownership of 5,518,004 ordinary shares, representing 9.9% of Xiao-I Corp, due to rights under a convertible promissory note with a contractual ownership cap.

Summary

• Streeterville Capital LLC, Streeterville Management LLC, and John M. Fife have filed a Schedule 13G, reporting beneficial ownership of 5,518,004 ordinary shares of Xiao-I Corp.
• This ownership represents 9.9% of the outstanding ordinary shares.
• The ownership is primarily derived from rights under a Convertible Promissory Note dated August 26, 2026.
• A contractual cap limits Streeterville's ownership to 9.99% of the outstanding shares.
• The filing clarifies that the reported ownership is at this cap due to the convertible note's provisions.
• The number of shares reported is 5,518,004, which is 9.99% of the 55,235,284 shares outstanding as of December 31, 2025.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this filing as neutral to slightly positive, indicating a significant but capped ownership stake. The clarity on the ownership cap and the nature of the convertible note provides transparency, but the lack of operational or financial updates limits a more enthusiastic outlook.

Positives

• Streeterville Capital has established a significant ownership stake, reaching the contractual limit of 9.99%.
• The filing provides clear disclosure regarding the ownership structure and the basis for the stake (convertible note).
• The reporting persons have sole voting and dispositive power over the 5,518,004 shares.

Negatives

• The ownership is capped at 9.99%, preventing further acquisition beyond this threshold under the current note terms.
• The filing does not provide any new financial performance data or operational updates for Xiao-I Corp.

Risks

• The reliance on a convertible promissory note for ownership means the stake is subject to the terms and conditions of that note.
• The contractual ownership cap of 9.99% limits the potential for increased influence or control over the issuer.
• The filing does not detail the specific terms of the convertible note beyond the ownership cap and its date.

Future Outlook

The filing itself does not contain forward-looking statements or guidance from Xiao-I Corp. It solely reports on the ownership stake of Streeterville Capital and its affiliates.

Management Comments

• Streeterville's current ownership cap is 9.99%.
• 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).
• The Form line 11 is limited to displaying only the tenth decimal place, but the ownership limitation prescribed in the agreement is 9.99%.

Industry Context

StockSavvy.ai notes that Schedule 13G filings typically indicate passive investment stakes. The 9.9% ownership by Streeterville Capital, while significant, is below the 10% threshold that often triggers more stringent reporting requirements and suggests a non-control-oriented investment strategy, common in the technology sector where companies like Xiao-I Corp operate.

Related Party Transactions

• Streeterville Capital LLC, Streeterville Management, LLC, and John M. Fife are reporting persons with interconnected roles, with Streeterville Management LLC managing Streeterville Capital LLC, and John M. Fife being the sole member of Streeterville Management LLC.

Stakeholder Impact

• Shareholders: The filing provides transparency on a significant ownership stake, which could influence market perception. The capped ownership limits the potential for a hostile takeover or significant shift in control initiated by Streeterville.
• Creditors: No direct impact is indicated as the filing is about ownership, not debt or financial distress.
• Employees: No direct impact is indicated.
• Suppliers/Customers: No direct impact is indicated.

Next Steps

• Streeterville Capital will continue to hold its stake up to the 9.99% contractual limit.
• Further filings may be required if ownership levels change or if the nature of the investment shifts from passive to active.

Key Dates

Keywords

Xiao-I Corp, Streeterville Capital, Schedule 13G, Ordinary Shares, Convertible Promissory Note, Beneficial Ownership, Ownership Cap