Business Context and Reporting Period
This Form 8-K was filed by KINS Technology Group Inc., a special purpose acquisition company (SPAC), on June 13, 2022, regarding events occurring on June 10, 2022. The filing relates to the stockholder vote to extend the deadline for completing an initial business combination. The request metadata identifies Cxapp Inc.; however, the filing text identifies the registrant as KINS Technology Group Inc.
Key Financial and Capitalization Information
- No revenue, earnings, cash flow, margin, debt, liquidity, or trust-account balance figures are provided in the filing.
- At the May 10, 2022 record date, the company had 34,500,000 shares of common stock entitled to vote.
- Holders of 27,463,529 shares were present virtually or by proxy, representing 79.6% of voting power.
- The company’s IPO was consummated on December 17, 2020, and the filing concerns the trust account established in connection with that IPO.
Material Changes Versus the Prior Period
- Stockholders approved extending the deadline to complete an initial business combination from June 17, 2022 to December 16, 2022.
- The company filed a Certificate of Amendment to its amended and restated certificate of incorporation to effect the extension.
- The company and Continental Stock Transfer & Trust Company entered into Amendment No. 1 to the Investment Management Trust Agreement, extending the trust-account liquidation date to December 16, 2022 if no business combination is completed.
Guidance, Outlook, Risks, and Unusual Items
- The extension provides additional time to consummate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination.
- If the company does not complete a business combination by December 16, 2022, it must cease operations other than for winding up and redeem the applicable Class A common stock, subject to the governing documents and applicable terms.
- Proposal 1 and Proposal 2 each passed with 25,335,869 votes for and 2,127,660 votes against; no votes were abstained and no broker non-votes were reported.
- Stockholders also approved adjournment authority, with 25,321,774 votes for, 2,139,255 against, and 2,500 abstentions.
- The filing text contains an apparent date inconsistency, referring to the June 10, 2022 special meeting in one location as having been held on June 10, 2020.
Investor Verification Items
- Verify the registrant identity and whether this filing is intended to relate to KINS Technology Group Inc. or Cxapp Inc.
- Review the Certificate of Amendment and Trust Agreement amendment for the precise extension, redemption, and liquidation terms.
- Confirm whether a business combination was subsequently completed by December 16, 2022 and review any related redemption activity.
- Verify the amount held in the trust account and any changes in shares outstanding, redemptions, or sponsor contributions, as these figures are not included in this filing.