8-K
filed March 20, 2023, 7:59 PM ET
ticker CXAI
CIK 0001820875
M&A
confidence high
sentiment neutral
materiality 0.75
CXApp Inc. (CXAI): M&A transaction — CXApp completes SPAC merger; shares and warrants begin trading on Nasdaq under CXAI/CXAIW
CXApp Inc.
- Business combination closed March 14, 2023; KINS merged with Legacy CXApp after Separation and Distribution from Inpixon.
- Holders of 230,328 KINS Class A shares redeemed for ~$10.18 per share, total ~$2.34M.
- Post-closing shares: 8,582,699 Class A, 5,487,300 Class C, 13.8M public warrants, 10.28M private warrants.
- CXApp Class A and warrants started trading on Nasdaq Capital Market on March 15 under symbols CXAI and CXAIW.
- Company provides audited carve-out financials of Design Reactor for FY2022 and FY2021, and unaudited pro forma combos.
Key facts
Extracted from this filing and checked against the source text.
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
CXApp Inc.: Board approved and adopted a new Code of Ethics and Business Conduct on March 14, 2023 (effective 2023-03-14).
- Change
- code of ethics
- Effective
- 2023-03-14
Exact text from the filing
on March 14, 2023, the Board approved and adopted a new Code of Ethics and Business Conduct (the “Code”) applicable to all employees, officers and directors of CXApp.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
CXApp Inc.: Board adopted new bylaws effective as of the Closing Date (Business Combination date).
- Change
- bylaw amendment
Exact text from the filing
Prior to the Business Combination, the Board approved and adopted the Bylaws of CXApp (the “Bylaws”), which became effective as of the Closing Date.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
CXApp Inc.: Second amended and restated certificate of incorporation filed and became effective on March 14, 2023, incorporating amendments approved by stockholders (effective 2023-03-14).
- Change
- charter amendment
- Effective
- 2023-03-14
Exact text from the filing
On March 14, 2023, the Company filed its second amended and restated certificate of incorporation (the “Charter”) with the Secretary of State of the State of Delaware.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
CXApp Inc.: Company ceased being a shell company as a result of the Business Combination.
- Change
- shell status
Exact text from the filing
As a result of the Business Combination, the Company ceased being a shell company.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
CXApp Inc. underwent a change of control involving KINS Technology Group Inc. (closed 2023-03-14).
- Action
- change of control
- Counterparty
- KINS Technology Group Inc.
- Closing
- 2023-03-14
Exact text from the filing
KINS entered into the Agreement and Plan of Merger (the “Merger Agreement”), dated as of September 25, 2022, by and among KINS, KINS Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of KINS (“Merger Sub”), Inpixon and Legacy CXApp.
View on SEC.gov
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