---
schema_version: "secwatch.filing_event.v1"
accession: "0001829126-25-005771"
form_type: "8-K"
ticker: "CXAI"
cik: "0001820875"
company_name: "CXApp Inc."
filed_at: "2025-08-04T23:59:59+00:00"
generated_at: "2026-05-17T21:33:38.951376+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.6
calibrated_materiality_score: 0.6
confidence: "high"
source: SEC EDGAR
---

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

## Summary
- 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.

## SEC filing metadata
- accession: 0001829126-25-005771
- form_type: 8-K
- ticker: CXAI
- cik: 0001820875
- company_name: CXApp Inc.
- filed_at: 2025-08-04T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.6
- calibrated_materiality_score: 0.6
- confidence: high
- sec_items: 5.03, 8.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1820875/000182912625005771/0001829126-25-005771-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1820875/000182912625005771/cxapp_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001829126-25-005771
- JSON: https://secwatch.observer/filing/0001829126-25-005771.json
- Plain text: https://secwatch.observer/filing/0001829126-25-005771.txt

## Key facts
- Governance Changes
  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
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1820875/000182912625005771/0001829126-25-005771-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.