UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
XIAO-I
CORPORATION |
(Name of
Issuer) |
Ordinary
Shares |
(Title
of Class of Securities) |
98423X100
|
(CUSIP
Number) |
December 31,
2023 |
(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)
x Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or
otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
Potential persons who are to respond to the collection of information
contained in this form are not required to respond unless the form displays a currently valid OMB control number.
SCHEDULE 13G
1
|
Names
of Reporting Persons |
River
Hill China Fund L.P. |
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 |
Cayman
Islands |
Number
of
Shares
Beneficially
Owned by Each
Reporting
Person With: |
5
|
Sole
Voting Power |
0
|
6
|
Shared
Voting Power |
1,458,532
|
7
|
Sole
Dispositive Power |
0
|
8
|
Shared
Dispositive Power |
1,458,532
|
9
|
Aggregate
Amount Beneficially Owned by Each Reporting Person |
1,458,532
|
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) |
6.07%
|
12
|
Type
of Reporting Person (See Instructions) |
FI
|
|
|
|
|
SCHEDULE 13G
1
|
Names
of Reporting Persons |
River
Hill China GP Ltd. |
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 |
British
Virgin Islands |
Number
of
Shares
Beneficially
Owned by Each
Reporting
Person With: |
5
|
Sole
Voting Power |
0
|
6
|
Shared
Voting Power |
1,458,532
|
7
|
Sole
Dispositive Power |
0
|
8
|
Shared
Dispositive Power |
1,458,532
|
9
|
Aggregate
Amount Beneficially Owned by Each Reporting Person |
1,458,532
|
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) |
6.07%
|
12
|
Type
of Reporting Person (See Instructions) |
FI
|
|
|
|
|
SCHEDULE 13G
1
|
Names
of Reporting Persons |
Shihuang
Xie |
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 |
China
|
Number
of
Shares
Beneficially
Owned by Each
Reporting
Person With: |
5
|
Sole
Voting Power |
0
|
6
|
Shared
Voting Power |
1,458,532
|
7
|
Sole
Dispositive Power |
0
|
8
|
Shared
Dispositive Power |
1,458,532
|
9
|
Aggregate
Amount Beneficially Owned by Each Reporting Person |
1,458,532
|
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) |
6.07%
|
12
|
Type
of Reporting Person (See Instructions) |
IN
|
|
|
|
|
Item 1.
(a) Name of Issuer:
XIAO-I CORPORATION
(b) Address of Issuer's Principal Executive Offices:
5/F, Building 2, No. 2570 Hechuan Road, Minhang, District Shanghai,
China
Item 2.
(a) Name of Person Filing:
The persons filing this statement are River Hill China Fund L.P.,
a limited partnership registered in the Cayman Islands ("Riverhill Fund"), and its general partner River Hill China GP Ltd.
a limited liability company registered in the British Virgin Islands ("Riverhill GP"), and Shihuang Xie, a Chinese citizen
("Mr. Xie" and collectively with Riverhill Fund and Riverhill GP, the "Reporting Persons").
Mr. Xie serves as the director of Riverhill GP. The Reporting
Persons are filing this Schedule 13G jointly, but not as members of a group, and each disclaims membership in a group.
Mr. Xie also disclaims beneficial ownership of the Securities
except to the extent of that person's pecuniary interest therein.
(b) Address of Principal Business Office or, if None, Residence:
The registered address for Riverhill Fund and Riverhill GP is Maples
Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands. The address of principal business office
for Mr. Xie is #53 Anjiatang Road, Shangcheng District, Hangzhou, Zhejiang Province, P.R. China.
(c) Citizenship:
See subsection (a) of this Item 2
(d) Title and Class of Securities:
Ordinary Shares
(e) CUSIP No.:
98423X100
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: ___
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.
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 ¨.
Item 6. Ownership of more than Five 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.
Not applicable.
List of Exhibits
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.
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.
Exhibit 99.1
EXHIBIT A
Joint Filling Agreement
In accordance with the Securities Exchange
Act of 1934, as amended, the undersigned hereby agree (i) to the joint filing, on behalf of each of them, of a statement on Schedule
13G (including amendments thereto) with respect to ordinary shares, par value US$0.00005 per share of XIAO-I CORPORATION, a Cayman Islands
exempted company; and (ii) that this joint filing agreement may be included as an Exhibit to such joint filing. The undersigned
acknowledge that each shall be responsible for the timely filing of any amendments to such joint filing and for the completeness and
accuracy of the information concerning it contained herein and therein, but shall not be responsible for the completeness and accuracy
of the information concerning the others.
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 |
|
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