CXApp files Certificate of Validation to ratify Second Amended Charter, effective March 14, 2023

CXApp Inc.

Board filed Certificate of Validation on Aug 4, 2025, due to clerical omission; charter not filed in 2023.
Certificate seeks to make Second Amended and Restated Charter effective retroactively to March 14, 2023.
All corporate actions taken in reliance, including Class C common stock issuances, are validated.
Stockholder notice given under DGCL §204(g); claims must be brought within 120 days.
Approval by Delaware Secretary of State is pending and not guaranteed.

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.: Filed a Certificate of Validation to ratify and validate the Second Amended and Restated Certificate of Incorporation, deemed effective as of March 14, 2023, due to prior clerical omission in filing (effective 2023-03-14).

Change: charter amendment
Effective: 2023-03-14

Exact text from the filing

On August 4, 2025, the Board of Directors of CXApp Inc. (the “Company”) approved, and the Company filed with the Delaware Secretary of State, a Certificate of Validation (the “Certificate”) pursuant to Section 204 of the Delaware General Corporation Law (“DGCL”). The Certificate ratifies and validates the Company’s Second Amended and Restated Certificate of Incorporation (the “Second A&R Charter”), which had been duly adopted by the Company’s stockholders but, due to a clerical omission, was not filed with the Delaware Secretary of State on March 14, 2023.

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Source: SEC EDGAR

accession 0001829126-25-005771

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