SC 13G 1 XTIA_SC13G.txt XTIA 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* XTI Aerospace, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 98423K108 (CUSIP Number) John Fife, 303 E Wacker Dr, Suite 1040 Chicago, IL 60601 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 31, 2024 (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) X Rule 13d-1(c) ? 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 disclosures provided in a prior cover page. The information required on 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).? CUSIP No. 98423K108 13G Page 2 of 8 Pages 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Streeterville Capital LLC 85-2954598 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 5,267,558 6. SHARED VOTING POWER 0 7. SOLE DISPOSITIVE POWER 5,267,558 8. SHARED DISPOSITIVE POWER 0 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,267,558 10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ? 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.70% (*) 12. TYPE OF REPORTING PERSON (see instructions) OO FOOTNOTES * Based on the 68,380,698 shares outstanding on October 29, 2024 (as reported in the Issuer's Form 8-K filed October 30, 2024). ? CUSIP No. 98423K108 13G Page 3 of 8 Pages 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Streeterville Management LLC 85-3223919 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 Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 5,267,558 6. SHARED VOTING POWER 0 7. SOLE DISPOSITIVE POWER 5,267,558 8. SHARED DISPOSITIVE POWER 0 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,267,558 10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ? 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.70% (*) 12. TYPE OF REPORTING PERSON (see instructions) OO FOOTNOTES * Based on the 68,380,698 shares outstanding on October 29, 2024 (as reported in the Issuer's Form 8-K filed October 30, 2024). ? CUSIP No. 98423K108 13G Page 4 of 8 Pages 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) 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 of America NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 5,267,558 6. SHARED VOTING POWER 0 7. SOLE DISPOSITIVE POWER 5,267,558 8. SHARED DISPOSITIVE POWER 0 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,267,558 10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ? 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.70% (*) 12. TYPE OF REPORTING PERSON (see instructions) IN FOOTNOTES * Based on the 68,380,698 shares outstanding on October 29, 2024 (as reported in the Issuer's Form 8-K filed October 30, 2024). ? CUSIP No. 98423K108 13G Page 5 of 8 Pages Item 1. (a) Name of Issuer XTI Aerospace, Inc. (b) Address of Issuer?s Principal Executive Offices 8123 Interport Blvd., Suite C Englewood, CA 80112 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 Common Stock, $0.0001 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 of the Principal Office or, if none, residence 303 East Wacker Drive, Suite 1040, 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 Common Stock, $0.0001 par value per share (e) CUSIP Number 98423K108 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 association 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) ? Group, in accordance with ?240.13d-1(b)(1)(ii)(J). Item 4. Ownership. Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. (a) Amount beneficially owned: 5,267,558 (b) Percent of class: 7.70% (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: 5,267,558 (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: 5,267,558 (iv) Shared power to dispose or to direct the disposition of: 0 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 ? . N/A Item 6. Ownership of More than Five Percent on Behalf of Another Person. N/A Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. N/A Item 8. Identification and Classification of Members of the Group. N/A Item 9. Notice of Dissolution of Group. N/A Item 10. Certification. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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. CUSIP No. 98423K108 13G Page 8 of 8 Pages 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. 10/31/2024 Date Streeterville Capital LLC /s/ John Fife Signature John Fife/President Name/Title Streeterville Management LLC /s/ John Fife Signature John Fife/President Name/Title John M. Fife /s/ John Fife Signature John Fife Name/Title

SEC Form SC 13G filed by XTI Aerospace Inc.