Cxapp Inc. current report, 27 February 2023

Full document

Business Context and Reporting Period

This Form 8-K was filed by KINS Technology Group Inc. on February 27, 2023. KINS is pursuing a business combination with CXApp through a merger involving Inpixon and CXApp Holding Corp. The filing reports transaction-related developments rather than operating results for a specified fiscal period.

Key Financial Metrics and Capitalization

  • The filing does not provide revenue, profit, cash flow, margin, debt, or liquidity results.
  • The Merger Agreement included a $9.5 million Minimum Cash Condition, based on post-redemption trust-account cash plus qualifying equity purchases.
  • CXApp irrevocably and unconditionally waived the Minimum Cash Condition on February 27, 2023.
  • KINS securities listed on Nasdaq included units under KINZU, Class A common stock under KINZ, and redeemable warrants under KINZW. The warrants have an exercise price of $11.50 per share.

Material Changes and Transaction Developments

  • KINS, Inpixon, CXApp Holding Corp., and KINS Merger Sub remain parties to the September 25, 2022 Merger Agreement.
  • The parties agreed to revise the proposed Second Amended and Restated Certificate of Incorporation.
  • The revised charter would permit the board to convert all or part of the outstanding Class C common stock, generally pro rata and rounded down, for any reason, including regulatory or Nasdaq listing requirements.
  • KINS stockholders of record as of February 2, 2023 were scheduled to vote on the revised charter and related transaction proposals on March 8, 2023.
  • The proposed charter change is intended to provide flexibility to increase the public float and support compliance with Nasdaq Capital Market continued-listing standards. The timing and amount of any conversion would depend partly on publicly held shares and KINS’s stock price.

Outlook, Risks, and Unusual Items

  • Waiver of the Minimum Cash Condition removes a stated closing condition and may allow the transaction to proceed with less cash than originally required.
  • Closing remains subject to other transaction conditions, stockholder approval, regulatory and listing considerations, and the terms of the Merger Agreement; the filing does not state that the transaction had closed.
  • The filing includes customary forward-looking statement disclaimers, including risks related to transaction completion, assumptions, market conditions, regulatory matters, Nasdaq listing requirements, and other risks described in KINS’s SEC filings.
  • An investor presentation was furnished as Exhibit 99.1 and was stated not to be filed for purposes of Section 18 liability, except as expressly incorporated by reference.

Important Facts to Verify

  • Whether KINS stockholders approved the revised charter and the proposed business combination on March 8, 2023.
  • The amount of cash remaining in KINS’s trust account after redemptions and transaction expenses.
  • Whether additional financing or equity purchases occurred before closing.
  • Whether the merger closed and the resulting ownership, share count, ticker symbols, and Nasdaq listing status.
  • The definitive proxy statement/prospectus, CXApp registration statement, and subsequent SEC filings for transaction terms, dilution, and updated financial information.