CXApp Inc. — Capital/Financing Update 2023

Mar 14, 2023

S-4MEF 1 tm239350d1_s4mef.htm S-4MEF

As filed with the U.S. Securities and Exchange Commission on March 13, 2023.

Registration No. 333-

Field: Rule-Page

Field: /Rule-Page

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

KINS Technology Group Inc.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization) 7372 (Primary Standard Industrial Classification Code Number) 85-2104918 (I.R.S. Employer Identification Number)

Four Palo Alto Square, Suite 200

3000 El Camino Real

Palo Alto, CA 94306

(650) 575-4456 (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Khurram P. Sheikh,

Chief Executive Officer

KINS Technology Group Inc.

Four Palo Alto Square, Suite 200

3000 El Camino Real

Palo Alto, CA 94306

(650) 575-4456 (Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Michael J. Mies Skadden, Arps, Slate, Meagher & Flom LLP 525 University Avenue, Suite 1400 Palo Alto, California 94301 (650) 470-4500 Nimish Patel, Esq. Blake Baron, Esq. Mitchell Silberberg & Knupp LLP 2049 Century Park East, 18th Floor Los Angeles, California 90064 Telephone: (310) 312-2000

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. x 333-267938

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer x Smaller reporting company x Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨

The Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act of 1933, as amended.

Field: Rule-Page

Field: /Rule-Page

Field: Page; Sequence: 1

Field: /Page

EXPLANATORY NOTE

This Registration Statement on Form S-4 is being filed with respect to the registration of 135,000 additional shares of common stock of KINS Technology Group Inc., a Delaware corporation (the “Registrant”), representing 13,500 Class A common stock and 121,500 Class C common stock, pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and General Instruction K to Form S-4. This Registration Statement relates to the Registrant’s Registration Statement on Form S-4 (File No. 333-267938) (the “Prior Registration Statement”), initially filed by the Registrant on October 19, 2022 and declared effective by the Securities and Exchange Commission (the “Commission”) on February 13, 2023. The required opinions of counsel and related consents and accountant’s consent are attached hereto and filed herewith. Pursuant to Rule 462(b), the contents of the Prior Registration Statement, including the exhibits thereto, are incorporated by reference into this Registration Statement.

CERTIFICATION

The Registrant hereby certifies to the Commission that (1) it has instructed its bank to pay the filing fee set forth on the cover page of this Registration Statement by a wire transfer of such amount to the Commission’s account at U.S. Bank as soon as practicable (but no later than the close of business as of March 14, 2023), (2) it will not revoke such instructions, (3) it has sufficient funds in the relevant account to cover the amount of such filing fee and (4) it will confirm receipt of such instructions by its bank during regular business hours no later than March 14, 2023.

Field: Page; Sequence: 2

Field: /Page

PART II INFORMATION NOT REQUIRED IN PROSPECTUS

Item 16.

Exhibits and Financial Statement Schedules.

(a) Exhibits . All exhibits filed with or incorporated by reference in the Prior Registration Statement on Form S-4 (File No. 333-267938) are incorporated by reference into, and shall be deemed a part of, this Registration Statement, and the following additional exhibits are filed herewith, as part of this Registration Statement:

Exhibit	Description
5.1	Opinion of Skadden, Arps, Slate, Meagher & Flom LLP
23.1	Consent of WithumSmith+Brown, PC
23.2	Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.1)
107	Filing Fee Table

Field: Page; Sequence: 3

Field: /Page

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palo Alto, California on the 13 th day of March, 2023.

KINS TECHNOLOGY GROUP INC.
By:
/s/ Khurram P. Sheikh
Name: Khurram P. Sheikh
Title: Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Name	Position	Date
/s/ Khurram P. Sheikh	Chairman of the Board of Directors, Chief Executive Officer and	March 13, 2023
Khurram P. Sheikh	Chief
Financial Officer (Principal Executive, Financial and Accounting Officer)
*	Chief Corporate Development Officer and Secretary	March 13, 2023
Eric Zimits
*	Director	March 13, 2023
Hassan Ahmed
*	Director	March 13, 2023
Di-Ann Eisnor
*	Director	March 13, 2023
Camillo Martino
*	Director	March 13, 2023
Atif Rafiq
*	Director	March 13, 2023
Allen Salmasi

* By:
Khurram P. Sheikh
Attorney-in-Fact

Field: Page; Sequence: 4; Options: Last

Field: /Page