Cxapp Inc. current report, 28 May 2021

SEC Form 8-K Summary

Registrant: KINS Technology Group Inc. (the provided metadata identifies Cxapp Inc., but the filing names KINS Technology Group Inc.)

Report date: May 28, 2021; filed June 4, 2021. The filing concerns the quarter ended March 31, 2021.

Business Context and Reporting Period

KINS Technology Group Inc. is a special purpose acquisition company whose securities were listed on Nasdaq under the symbols KINZU, KINZ, and KINZW. The company filed this Form 8-K to report a Nasdaq notice arising from its failure to timely file its Form 10-Q for the quarter ended March 31, 2021.

Financial Metrics and Liquidity

This Form 8-K does not provide revenue, profit, cash flow, margin, debt, liquidity, or other operating financial metrics. The delayed Form 10-Q was attributed to the company’s review of the appropriate accounting treatment for its outstanding warrants under the SEC staff statement issued April 12, 2021, and ASC 815-40.

Material Changes Versus the Prior Comparable Period

  • The company did not timely file its Form 10-Q for the quarter ended March 31, 2021.
  • The filing text does not provide comparative financial results or quantify any accounting impact from the warrant review.

Guidance, Outlook, Risks, and Unusual Items

  • On May 28, 2021, Nasdaq notified the company that it was not in compliance with Nasdaq Listing Rule 5250(c)(1), which requires timely filing of periodic reports with the SEC.
  • The company could regain compliance by filing the Form 10-Q before July 27, 2021.
  • If the Form 10-Q was not filed by that date, the company could submit a compliance plan, and Nasdaq could grant an extension at its discretion.
  • Nasdaq stated that it could commence delisting proceedings at any time if circumstances warranted.
  • Management stated that it planned to file the Form 10-Q as soon as practicable and no later than July 27, 2021, but provided no assurance regarding timing.
  • The unusual accounting issue involved determining the proper classification and accounting treatment of outstanding SPAC warrants under applicable SEC guidance and ASC 815-40.
  • The filing includes customary forward-looking statement cautions and refers investors to the company’s SEC filings for risk factors.

Important Facts for Investors to Verify

  1. Whether and when the delayed Form 10-Q for the quarter ended March 31, 2021 was filed.
  2. The final accounting treatment and financial statement impact of the outstanding warrants.
  3. Whether Nasdaq confirmed restoration of compliance or initiated delisting proceedings.
  4. The company’s financial condition, cash position, liabilities, and operating results, which are not provided in this Form 8-K.
  5. The apparent discrepancy between the requested company name, Cxapp Inc., and the registrant named in the filing, KINS Technology Group Inc.