CXApp Inc. — Director's Dealing 2023

Mar 16, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CXApp Inc. (CXAI)
CIK: 0001820875
Period of Report: 2023-03-14

Reporting Person: KINS Capital LLC (Director, 10% Owner)
Reporting Person: Cardinal Venture Holdings LLC (10% Owner)
Reporting Person: Sheikh Khurram P (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-03-14	Class A Common Stock	A	6054776	—	Acquired	6054776	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-03-14	Class B Common Stock	$	D	6150000	Disposed		Class A Common Stock (6150000)	Direct
2023-03-14	Private Placement Warrants	$11.5	A	10280000	Acquired		Class A Common Stock (10280000)	Direct

Footnotes

F1: On March 14, 2023 (the "Closing Date"), pursuant to the Agreement and Plan of Merger, dated September 25, 2022 (the "Merger Agreement"), by and among KINS Technology Group Inc. ("KINS"), KINS Merger Sub Inc. ("Merger Sub"), Inpixon and CXApp Holding Corp. ("CXApp"), Merger Sub merged with and into CXApp (the "Merger"), with CXApp surviving the Merger as a wholly-owned subsidiary of KINS. Following the Merger, KINS changed its name to CXApp Inc. On the Closing Date, in connection with the Merger and pursuant to the Sponsor Support Agreement (as described in footnote 4 below), the Sponsor was issued 6,054,776 shares of Class A common stock, par value $0.0001 per share, of KINS ("KINS Class A Common Stock") in exchange for 6,150,000 shares of Class B common stock, par value $0.0001 per share, of KINS ("KINS Class B Common Stock").

F2: The reporting owner, KINS Capital LLC (the "Sponsor"), in whose name the securities reported herein are held, is managed by its managing member, Cardinal Venture Holdings LLC. The managing member of Cardinal Venture Holdings LLC is Khurram P. Sheikh. Each of Cardinal Venture Holdings LLC and Mr. Sheikh may be deemed a beneficial owner of shares held by the Sponsor but each disclaims beneficial ownership of any such shares except to the extent of its or his respective pecuniary interest therein.

F3: As described in KINS's registration statement on Form S-1 (File No. 333-249177) under the heading "Description of Securities--Founder Shares," the shares of KINS Class B Common Stock automatically convert into shares of KINS Class A Common Stock at the time of KINS' initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to certain adjustment, and have no expiration date.

F4: In connection with the execution of the Merger Agreement, KINS, Inpixon, CXApp and the Sponsor entered into that certain Sponsor Support Agreement, dated September 25, 2022, pursuant to which the Sponsor agreed to exchange 6,150,000 shares of KINS Class B Common Stock for no less than 5,150,000 shares of KINS Class A Common Stock, subject to certain adjustments based on the number of KINS Class A Common Stock redeemed in connection with the Merger.

F5: Private placement warrants were acquired by the Sponsor upon consummation of KINS's initial public offering on December 17, 2020 at a purchase price of $1.00 per warrant, with each warrant exercisable for one share of KINS Class A Common Stock. The private placement warrants will become exercisable 30 days after the Closing Date and expire five years after the Closing Date.