KINS Technology Group Inc. (NasdaqCM:KINZ) signed letter of intent to acquire CXApp Holdings Corp from Inpixon (NasdaqCM:INPX) for $70.2 million on July 7, 2022. KINS Technology Group Inc. (NasdaqCM:KINZ) announced the execution of an agreement to acquire CXApp Holdings Corp from Inpixon (NasdaqCM:INPX) for $70.2 million on September 25, 2022. The transaction valued KINS capital stock at approximately $69 million. At the time of closing, the outstanding shares of CXApp Common Stock after the Distribution and immediately prior to the effective time of the deal will be converted into an aggregate of 6.9 million shares of KINS Common Stock which shall be issued to Inpixon shareholders, subject to adjustment. Each holder’s aggregate merger consideration will consist of 10% KINS Class A Common Stock and 90% KINS Class C Common Stock. In connection with the execution of the agreement, KINS entered into the Separation Agreement with CXApp, Inpixon and Design Reactor, pursuant to which, among other things, (i) Inpixon will undertake a series of internal reorganization and restructuring transactions to effect the transfer of its (direct or indirect) ownership of the Enterprise Apps Business to CXApp in the Separation and (ii) immediately prior to the deal and after the Separation, Inpixon will distribute 100% of the outstanding shares of CXApp Common Stock to Inpixon’s stockholders and certain other security holders in the Distribution. The Business Combination is anticipated to be accounted for using the acquisition method (as a forward merger), with goodwill and other identifiable intangible assets recorded in accordance with GAAP, as applicable. Under this method of accounting, CXApp is treated as the “acquired” company for financial reporting purposes. KINS has been determined to be the accounting acquirer because KINS maintains control of the Board of Directors and management of the combined company. For accounting purposes, the acquirer is the entity that has obtained control of another entity and, thus, consummated a business combination. Upon the closing of the Business Combination, the combined company is expected to operate under the name CXApp Inc. and remain a NASDAQ-listed public company trading under a new ticker symbol. CXApp shall pay a termination fee of $2 million to KINS and KINS shall pay a termination fee of $2 million to CXApp.

The transaction has been approved by each of the Board of Directors of CXApp and Inpixon, and unanimously by the Board of Directors of KINS. The deal is subject to regulatory and stockholder approval by the stockholders of KINZ and CXApp, KINS shall have at least $5,000,001 of net tangible assets as of the Closing, the KINS Class A Common Stock issuable pursuant to the Business Combination shall have been approved for listing on Nasdaq, the consummation of the Distribution, the Reorganization and other transactions contemplated by the Separation and Distribution Agreement, KINS’s registration statement to be filed with the Securities and Exchange Commission shall have become effective and the satisfaction of certain other customary closing conditions. On February 13, 2023, the SEC declared both registration statements effective. As of February 27, 2023, KINS irrevocably and unconditionally waived the Minimum Cash Condition in the transaction. As of March 7, 2023, KINS determined to postpone the special meeting of stockholders from March 8, 2023 to March 10, 2023. As of March 10, 2023, the transaction was approved by the shareholders of KINS Technology. The deal is expected to close in the fourth quarter of 2022. KINS Technology Group stockholders have approved an extension of the date by which the Company must consummate a business combination from December 16, 2022 to June 15, 2023. As of February 13, 2023, transaction is expected to close on March 14, 2023.

Michael Mies of Skadden, Arps, Slate, Meagher and Flom LLP is serving as legal advisor to KINS and Blake J. Baron of Mitchell Silberberg and Knupp LLP is acting as legal advisor to CXApp. Marcum LLP acted as auditor to Inpixon. Gemini Valuation Services, LLC acted as financial advisor and fairness opinion provider to Inpixon. KNAV P.A. acted as financial advisor and fairness opinion provider to KINS' Board. WithumSmith+Brown, PC acted as accountant to KINS. Morrow Sodali acted as proxy solicitor to KINS, and KINS agreed to pay a fee of $45,000. Continental Stock Transfer & Trust Company acted as transfer agent to KINS. KINS agreed to pay a fee of $123,600 to KNAV for rendering its fairness opinion. Mitchell Silberberg & Knupp LLP acted as Due diligence provider to CXApp Holdings. Skadden, Arps, Slate, Meagher & Flom LLP acted as Due diligence provider to KINS Technology.

KINS Technology Group Inc. (NasdaqCM:KINZ) completed the acquisition of CXApp Holdings Corp from Inpixon (NasdaqCM:INPX) on March 14, 2023. The combined company will operate as CXApp Inc. and will commence trading its common stock and publicly traded warrants on the Nasdaq Capital Market on March 15, 2023 under the ticker symbols “CXAI” and “CXAIW”, respectively. At consummation of the merger, the KINS team has taken over leadership at the management and board level of the new CXApp. Khurram Sheikh is now serving as the Chairman and Chief Exectuive Officer of the combined company. KINS directors Di-Ann Eisnor and Camillo Martino have become independent board members of CXApp. George Mathai and Shanti Priya have been added as new independent directors. All employees will be welcomed to the new CXApp. At the time the Business Combination was effected, the outstanding shares of CXApp Common Stock after the Distribution and immediately prior to the effective time of the Merger were converted into an aggregate of 7,035,000 shares of KINS Common Stock which was issued to Inpixon securityholders, subject to adjustment. Each holder’s aggregate merger consideration consisted of approximately 22% KINS Class A Common Stock and approximately 78% KINS Class C Common Stock.