KINS stockholders approve merger with CXApp; all proposals pass with >99% support

CXApp Inc. shareholders approved To approve and adopt the 2023 New CXApp Equity Incentive Plan, including the authorization of the initial share reserve under the plan..

Proposal

equity plan

Outcome

passed

CXApp Inc. shareholders approved To approve the election of five directors, effective immediately upon the closing of the Merger, to be allocated by the Combined Company Board into three classes of directors and to serve staggered terms on the Combined Company Board.

Proposal

director election

Outcome

passed

CXApp Inc. shareholders approved To provide for the classification of the board of directors into three classes of directors and to change the size of the board of directors of New CXApp (the “Combined Company Board”) to up to five directors..

Outcome

passed

CXApp Inc. shareholders approved To approve, on a non-binding advisory basis, certain governance provisions in the Proposed Charter of New CXApp. a. Company Name: To approve and adopt a provision of the Proposed Charter providing that the name of New CXApp will be “CXApp Inc.”.

Proposal

say on pay

Outcome

passed

CXApp Inc. shareholders approved To eliminate various provisions applicable only to blank check companies, including the provisions requiring that the Company have net tangible assets of at least $5,000,001 immediately prior to, or upon such consummation of, a business combination..

Proposal

merger approval

Outcome

passed

CXApp Inc. shareholders approved To approve, for purposes of complying with the rules of Nasdaq, the issuance of New CXApp common stock to the CXApp stockholders pursuant to the Merger Agreement..

Proposal

merger approval

Outcome

passed

CXApp Inc. shareholders approved To approve the Merger Agreement and the Merger..

Proposal

merger approval

Outcome

passed

CXApp Inc. shareholders approved To set the number of authorized shares of Class A common stock of New CXApp, par value $0.0001 per share (“New CXApp Class A Common Stock”), to 200,000,000, the number of authorized shares of Class C common stock of New CXApp, par value $0.0001 per share (“New CXApp Class C Common Stock”), to 10,000.

Outcome

passed

CXApp Inc. shareholders approved To approve and adopt the proposed new certificate of incorporation (the “Proposed Charter”) of New CXApp as the post-business combination company, which would take effect at the effective time of the Merger..

Proposal

charter amendment

Outcome

passed