CXApp Holding S-1/AIPO registration (amended)

As filed with the Securities and Exchange Commission on February 9, 2023

Registration No. 333-267964

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

__________________________________________

AMENDMENT NO.1
TO
FORM S-1

REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

__________________________________________

CXApp Holding Corp.
(Exact name of registrant as specified in its charter)

__________________________________________

2479 E. Bayshore Road, Suite 195
Palo Alto, CA 94303
(408) 702-2167
(Address and telephone number of registrant’s principal executive offices and principal place of business)

__________________________________________

__________________________________________

Approximate date of commencement of proposed sale to the public: As soon as practicable following 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. ☐

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, a 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. (Check one)

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 Securities Act. ☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary proxy statement/prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the U.S. Securities and Exchange Commission is effective. This preliminary proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PROXY STATEMENT FOR
SPECIAL MEETING OF STOCKHOLDERS OF
KINS TECHNOLOGY GROUP INC.

PROSPECTUS FOR
690,000 SHARES OF CLASS A COMMON STOCK,
6,210,000 SHARES OF CLASS C COMMON STOCK, AND 6,210,000 SHARES OF CLASS
A COMMON STOCK THAT ARE ISSUABLE UPON CONVERSION OF THE 6,210,000
SHARES OF CLASS C COMMON STOCK OF KINS TECHNOLOGY GROUP INC.,

WHICH WILL BE RENAMED “CXAPP INC.”
IN CONNECTION WITH THE MERGER DESCRIBED HEREIN

The board of directors of KINS Technology Group Inc., a Delaware corporation (“KINS” and, after the Merger as described below, “New CXApp”), has unanimously approved (1) the merger of KINS Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of KINS (“Merger Sub”), with and into CXApp Holding Corp., a Delaware corporation (“CXApp”) (the “Merger”), with CXApp surviving the Merger as a wholly-owned subsidiary of New CXApp, pursuant to the terms of the Agreement and Plan of Merger, dated as of September 25, 2022, by and among KINS, Merger Sub, Inpixon, a Nevada corporation and parent company of CXApp (“Inpixon”) and CXApp, attached to this proxy statement/prospectus as Annex A (the “Merger Agreement”), as more fully described elsewhere in this proxy statement/prospectus and any inconsistencies between this proxy statement/prospectus and the Merger Agreement shall be determined by reference to the Merger Agreement and (2) the other transactions contemplated by the Merger Agreement and documents delivered pursuant to the Merger Agreement. Following the closing of the Merger, KINS intends to change its name to CXApp Inc. and is referred to herein as “New CXApp.”

Immediately prior to the Closing, Inpixon and certain of Inpixon’s subsidiaries will engage in a series of transactions to transfer the Enterprise Apps Business, including certain related subsidiaries of Inpixon, to CXApp, and make a cash contribution to CXApp of up to $10,000,000. Inpixon will distribute to Inpixon stockholders and certain other securityholders 100% of the common stock of CXApp on a pro rata basis. Upon the Closing, Merger Sub will be merged with and into CXApp, with CXApp being the surviving corporation in the Merger. Upon consummation of the Merger, the separate corporate existence of Merger Sub shall cease and CXApp, as the surviving corporation of the Merger, shall continue its corporate existence under the General Corporation Law of the State of Delaware, as a wholly owned subsidiary of New CXApp. At the closing of the Merger, the CXApp common stock will be converted into shares of KINS common stock.

As described in this proxy statement/prospectus, KINS’ stockholders are being asked to consider and vote upon (among other things) a proposal to approve and adopt the Merger Agreement, the Merger and the other proposals set forth herein.

This proxy statement/prospectus covers 690,000 shares of KINS Class A common stock, 6,210,000 shares of KINS Class C common stock, and 6,210,000 shares of KINS Class A Common Stock that are issuable upon conversion of the 6,210,000 shares of KINS Class C Common Stock.

KINS’ units, Class A common stock and public warrants are publicly traded on the Nasdaq Capital Market (“Nasdaq”) under the symbols “KINZU”, “KINZ” and “KINZW”, respectively. Following the Merger, New CXApp (including common stock issuable in the Merger) and warrants to purchase New CXApp common stock will be listed on Nasdaq under the symbols “CXAI” and “CXAIW”, respectively. New CXApp will not have units traded following the closing of the Merger.

This proxy statement/prospectus provides stockholders of KINS with detailed information about the Merger and other matters to be considered at the KINS Special Meeting. In addition, this proxy statement/prospectus provides securityholders of Inpixon with detailed information regarding the Merger and the spin-off in connection with the Merger, as well as important business and financial information about CXApp and KINS and the combined company. We urge you to read this entire document, including the Annexes and other documents referred to herein, carefully and in their entirety. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 56 of this proxy statement/prospectus.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE MERGER OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

This proxy statement/prospectus is dated           , 2023,
and is first being mailed on or about          , 2023.

(d)    Proposal No. 3(D): Advisory Amendment Proposal D — to eliminate various provisions under the Existing Charter applicable only to blank check companies, including the provisions requiring that KINS have net tangible assets of at least $5,000,001 immediately prior to, or upon such consummation of, a business combination;

4.      Proposal No. 4: The Director Election Proposal — To consider and vote upon a proposal to elect five directors, effective immediately upon the closing of the Merger, to be allocated by the Combined Company Board into three classes of directors and to serve staggered terms on the Combined Company Board until the first, second and third annual meetings of stockholders following the date of the filing of the Proposed Charter, as applicable, and until their respective successors are duly elected and qualified (the “Director Election Proposal”);

5.      Proposal No. 5: The Nasdaq Proposal — To consider and vote upon a proposal, for purposes of complying with the applicable rules of Nasdaq, the issuance of New CXApp Common Stock to the CXApp Stockholders pursuant to the Merger Agreement (the “Nasdaq Proposal”);

6.      Proposal No. 6: The Incentive Plan Proposal — To consider and vote upon a proposal to approve and adopt the 2023 New CXApp Equity Incentive Plan (the “Incentive Plan”), including the authorization of the initial share reserve under the Incentive Plan (the “Incentive Plan Proposal”), a copy of which Incentive Plan is attached to this proxy statement/prospectus as Annex I; and

7.      Proposal No. 7: The Adjournment Proposal — If put to the meeting, to consider and vote upon a proposal to adjourn the KINS Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the KINS Special Meeting, there are not sufficient votes to approve the Business Combination Proposal, the Charter Amendment Proposal, the Advisory Amendment Proposals, the Director Election Proposal, the Nasdaq Proposal or the Incentive Plan Proposal (the “Adjournment Proposal”).

Notwithstanding the order in which the proposals are set out herein, the KINS Board may put the above proposals in such order as it may determine at the KINS Special Meeting.

Only holders of record of KINS’ common stock at the close of business on            , 2023 are entitled to notice of the KINS Special Meeting and to vote at the KINS Special Meeting and any adjournments or postponements of the KINS Special Meeting. A complete list of stockholders of KINS of record entitled to vote at the KINS Special Meeting will be available for 10 days before the KINS Special Meeting at the principal executive offices of KINS for inspection by stockholders during ordinary business hours for any purpose germane to the KINS Special Meeting.

The resolutions to be voted upon in person or by proxy at the KINS Special Meeting relating to the above proposals are set forth in the proxy statement/prospectus sections entitled “Proposal No. 1 — The Business Combination Proposal,” “Proposal No. 2 — The Charter Amendment Proposal,” “Proposal No. 3 — The Advisory Amendment Proposals,” “Proposal No. 4 — The Director Election Proposal,” “Proposal No. 5 — The Nasdaq Proposal,” “Proposal No. 6 — The 2023 Incentive Plan Proposal” and “Proposal No. 7 — The Adjournment Proposal,” respectively.

The Merger will be consummated only if the Business Combination Proposal, the Charter Amendment Proposal, the Director Election Proposal, the Nasdaq Proposal and the Incentive Plan Proposal (collectively, the “Condition Precedent Proposals”) are approved at the KINS Special Meeting. The Advisory Amendment Proposals and the Adjournment Proposal are not conditioned on any other proposal (together with the Condition Precedent Proposals, the “Transaction Proposals”). If the stockholders of KINS do not approve each of the Condition Precedent Proposals, the Merger may not be consummated.

KINS is providing the accompanying proxy statement/prospectus and accompanying proxy card to KINS’ stockholders in connection with the solicitation of proxies to be voted at the KINS Special Meeting and at any adjournments of the KINS Special Meeting. Information about the KINS Special Meeting, the Merger and other related business to be considered by KINS’ stockholders at the KINS Special Meeting is included in the accompanying proxy statement/prospectus. Whether or not you plan to attend the KINS Special Meeting, all of KINS’ stockholders are urged to read the accompanying proxy statement/prospectus, including the Annexes and other documents referred to therein, carefully and in their entirety. You should also carefully consider the risk factors described in the section entitled “Risk Factors.”

After careful consideration, the KINS Board has determined that each of the Transaction Proposals are in the best interests of KINS and the KINS stockholders and unanimously recommends that you vote or give instruction to vote “FOR” each of the Transaction Proposals.

When you consider the recommendation of the Transaction Proposals by the KINS Board, you should keep in mind that KINS’ directors and officers have interests in the Merger that may conflict with your interests as a stockholder. See the section entitled “Proposal No. 1 — The Business Combination Proposal — Interests of KINS’ Directors and Officers in the Merger” in the proxy statement/prospectus for a further discussion of these considerations.

Under the Merger Agreement, the approval of each of the Condition Precedent Proposals is a condition to the consummation of the Merger. The adoption of each Condition Precedent Proposal is conditioned on the approval of all of the Condition Precedent Proposals. The Amendment Proposals and the Adjournment Proposal are not conditioned on the approval of any other proposal. If KINS’ stockholders do not approve each of the Condition Precedent Proposals, the Merger may not be consummated.

The Sponsor, in its capacity as a KINS stockholder, intends to vote the KINS Founder Shares owned by it in favor of each of the Transaction Proposals. On June 10, 2022, in connection with the Company’s previous extension, 26,661,910 shares of Class A Common Stock (representing approximately 96.6% of the then outstanding Class A Common Stock) were tendered for redemption and redeemed, resulting in 938,090 shares of Class A Common Stock remaining. On December 9, 2022, in connection with the Company’s recent extension, 550,539 shares of Class A Common Stock (representing approximately 58.7% of the then outstanding Class A Common Stock) were tendered for redemption and redeemed, resulting in 387,551 shares of Class A Common Stock remaining. As a result, Sponsor’s 6,150,000 KINS Founder Shares currently represent approximately 84.39% of the total voting power of the Company. Accordingly, it is expected that the shares of KINS Common Stock held by Sponsor will be sufficient to establish quorum and to pass each of the proposals, including the business combination.

Pursuant to the Existing Charter, KINS will provide holders (“KINS Public Stockholders”) of KINS’ Class A common stock (“KINS Public Shares”) with the opportunity to redeem their KINS Public Shares for cash equal to their pro rata share of the aggregate amount on deposit in the trust account established at the consummation of the KINS Initial Public Offering (as defined below) (the “Trust Account”), which holds the proceeds of KINS’ initial public offering (the “KINS Initial Public Offering”) as of two business days prior to the consummation of the transactions contemplated by the Merger (including interest earned on the funds held in the Trust Account and not previously released to KINS to pay its franchise and income taxes) upon the closing of the transactions contemplated by the Merger Agreement. For illustrative purposes, based on funds in the Trust Account of $            on            , the estimated per share redemption price would have been approximately $            , excluding additional interest earned on the funds held in the Trust Account and not previously released to KINS to pay its franchise and income taxes. KINS Public Stockholders may elect to redeem their shares without voting, and if they do vote, irrespective of whether they vote for or against the Business Combination Proposal.

A KINS Public Stockholder, together with any of his, her or its affiliates or any other person with whom he, she or it is acting in concert or as a “group” (as defined in Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from seeking redemption rights with respect to more than an aggregate of 15% of the KINS Public Shares. KINS Capital, LLC, a Delaware limited liability company (the “Sponsor”), solely in its capacity as a stockholder of KINS, has agreed to waive its redemption rights in connection with the consummation of the Merger with respect to any shares of stock of KINS it may hold. The Sponsor did not receive any separate consideration for such waiver. Currently, the Sponsor holds shares representing approximately 84.39% of the aggregate voting power of the KINS’ common stock, consisting of Class B common stock (“KINS Founder Shares”). Such KINS Founder Shares and warrants held by the Sponsor will be excluded from the pro rata calculation used to determine the per-share redemption price. The Sponsor, solely in its capacity as a stockholder of KINS, has agreed to vote any shares of stock of KINS owned by it in favor of the Transaction Proposals.

YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES OF KINS COMMON STOCK YOU OWN. All KINS Stockholders are cordially invited to attend the KINS Special Meeting. Whether or not you plan to attend the KINS Special Meeting, please complete, sign, date and mail the enclosed proxy card in the postage-paid envelope provided at your earliest convenience. You may also

submit a proxy by telephone or via the Internet by following the instructions printed on your proxy card. If you hold your shares through a broker, bank or other nominee, you should direct the vote of your shares in accordance with the voting instruction form received from your broker, bank or other nominee.

If you sign, date and return your proxy card(s) without indicating how you wish to vote, your proxy will be voted FOR each of the Transaction Proposals presented at the KINS Special Meeting. If you fail to return your proxy card(s) or fail to instruct your bank, broker or other nominee how to vote, and do not attend the KINS Special Meeting in person, the effect will be, among other things, that your shares will not be counted for purposes of determining whether a quorum is present at the KINS Special Meeting and will not be voted. An abstention will be counted towards the quorum requirement but will not count as a vote cast at the KINS Special Meeting. A broker non-vote will not be counted towards the quorum requirement, as we believe all proposals presented to the stockholders will be considered non-discretionary, or count as a vote cast at the KINS Special Meeting. If you are a stockholder of record and you attend the KINS Special Meeting and wish to vote in person, you may withdraw your proxy and vote in person.

Your attention is directed to the accompanying proxy statement/prospectus following this notice (including the Annexes and other documents referred to herein) for a more complete description of the proposed Merger and related transactions and each of the Transaction Proposals. You are encouraged to read the accompanying proxy statement/prospectus carefully and in its entirety, including the Annexes and other documents referred to herein. If you have any questions or need assistance voting your common stock of KINS, please contact Morrow Sodali, KINS’ proxy solicitor, by calling (800) 662-5200 or banks and brokers can call collect at (203) 658-9400, or by emailing KINZ.info@investor.morrowsodali.com.

On behalf of the KINS Board, I would like to thank you for your support and look forward to the successful completion of the Merger.

                , 2023

IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF EACH OF THE PROPOSALS. TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND IN WRITING THAT YOUR SHARES ARE REDEEMED FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND DELIVER YOUR SHARES TO KINS’ TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE KINS SPECIAL MEETING. YOU MAY DELIVER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO KINS’ TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE MERGER IS NOT COMPLETED, THEN THESE SHARES WILL BE RETURNED TO YOU OR YOUR ACCOUNT. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

          , 2023

Dear Inpixon Stockholder:

On December 14, 2021, we announced that we were considering strategic alternatives regarding our businesses. We considered multiple ways to pursue a separation of our enterprise apps business (including our workplace experience technologies, indoor mapping, events platform, augmented reality and related business solutions) from our other businesses, with the goals of ensuring a smooth transition of operations, a healthy balance sheet for both our enterprise apps business and Inpixon, and support from investors. Subsequently, we received an offer from KINS to acquire our enterprise apps business. KINS is a special purpose acquisition corporation formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. We are very pleased to partner with KINS and its stockholders to take CXApp public. On September 26, 2022, we announced our intention to accomplish this separation via a distribution to our stockholders and certain other securityholders of outstanding shares of common stock of CXApp held by Inpixon, followed by a business combination with KINS.

The spin-off of our enterprise apps business through the business combination with KINS is intended to create two companies with dedicated operational focus, business-specific capital allocation, agility to meet customer needs and compelling focused investment profiles. CXApp’s business will include the workplace experience technologies, indoor mapping, events platform, augmented reality and related business solutions. Inpixon will retain the remainder of its products, including the industrial internet of things (IIoT) business line, and will be focused on pursuing the most advantageous opportunities for this business and Inpixon stockholders. We believe more than ever that CXApp offers one of the industry’s leading workplace application platforms and that the business is primed for success for years to come. We believe we have been operating two distinct, high-growth companies within Inpixon. We are excited to create two independent companies and accelerate investment into the CXApp platform and technologies to further drive value for our securityholders.

The separation will provide Inpixon stockholders with ownership interests in both Inpixon and CXApp. The principal transactions described in this document include the following:

•        Separation and Contribution — Inpixon and certain of Inpixon’s subsidiaries will engage in a series of transactions to transfer our enterprise apps business, including certain related subsidiaries of Inpixon, to CXApp, and make a cash contribution to CXApp of up to $10,000,000;

•        Distribution — Inpixon will distribute to Inpixon stockholders and certain other securityholders 100% of the common stock of CXApp on a pro rata basis; and

•        Merger — Immediately after the distribution, CXApp will merge with a KINS subsidiary and continue as a wholly owned subsidiary of KINS. As a result of the merger, the existing shares of CXApp common stock will automatically convert into the right to receive shares of KINS common stock in accordance with an exchange ratio described below.

You do not need to take any action to receive the shares of CXApp common stock to which you are entitled as an Inpixon securityholder. You also do not need to pay any consideration or surrender or exchange any shares of Inpixon common stock.

I encourage you to read the proxy statement/prospectus. The proxy statement/prospectus describes the separation, the distribution and the merger in detail and contains important business and financial information about CXApp and KINS as well as the combined company.

We believe the separation, distribution and merger collectively represent an exciting step in our company’s history, and we remain committed to working on your behalf to provide a meaningful return for our stockholders.

              , 2023

Dear CXApp Inc. Stockholder:

CXApp Inc. will be a separate company after its upcoming spin-off from Inpixon and business combination with KINS Technology Group. CXApp pioneered the enterprise workplace experience concept and developed a cloud-based software platform that improves employee productivity, innovation, and satisfaction. Our solution is a mobile-first, cloud-native platform that delivers and integrates critical enterprise services such as location and navigation, physical security, corporate resource management, communications, and workplace analytics.

CXApp has accomplished much since its formation. We have demonstrated product leadership, market demand, and strong customer satisfaction. Importantly, we believe that demand for our products and services will accelerate driven by the emerging hybrid work model and broader trends toward enterprise digital transformation. The spin-off and KINS merger will allow CXApp to refocus its efforts around this emerging opportunity and grow its market footprint by expanding with existing lighthouse customers and winning new Fortune 5000 accounts.

I invite you to learn more about CXApp by reading the accompanying proxy statement/prospectus. Following the business combination, CXApp Inc. (including common stock issuable in the business combination) and warrants to purchase CXApp Inc. common stock will be listed on Nasdaq under the symbols “CXAI” and “CXAIW”, respectively.

This is an exciting opportunity and the time is right to establish a standalone company. With our heritage and solid foundation derived from Inpixon and the capital raised from the merger with KINS, we believe CXApp is in an excellent place from which to launch an even brighter future. I and the whole team at CXApp look forward to building a stronger and more successful company that benefits our stockholders, our stakeholders, and the world.

TABLE OF CONTENTS

REFERENCES TO ADDITIONAL INFORMATION

This proxy statement/prospectus incorporates important business and financial information that is not included in or delivered with this proxy statement/prospectus. This information is available for you to review through the SEC’s website at www.sec.gov.

If you have questions about the Merger or the KINS Special Meeting, or if you need to obtain copies of the enclosed proxy statement/prospectus or proxy card, you may contact KINS’ proxy solicitor listed below. You will not be charged for any of the documents you request.

Morrow Sodali LLC
333 Ludlow Street, 5th Floor, South Tower
Stamford, CT 06902
Telephone: (800) 662-5200
(banks and brokers can call collect at (203) 658-9400)
Email: KINZ.info@investor.morrowsodali.com

IN ORDER FOR KINS’ STOCKHOLDERS TO RECEIVE TIMELY DELIVERY OF THE DOCUMENTS IN ADVANCE OF THE KINS SPECIAL MEETING, KINS’ STOCKHOLDERS MUST REQUEST THE INFORMATION NO LATER THAN            , 2023, FIVE BUSINESS DAYS PRIOR TO THE DATE OF THE KINS SPECIAL MEETING.

TRADEMARKS, TRADE NAMES AND SERVICE MARKS

This proxy statement/prospectus contains references to trademarks and service marks belonging to other entities. Solely for convenience, trademarks and trade names referred to in this proxy statement/prospectus may appear without the ® or ™ symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. Neither KINS nor CXApp intend their use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of them by, any other companies.

MARKET AND INDUSTRY DATA

This proxy statement/prospectus includes industry position and industry data, forecasts, market size and growth and other data that KINS and CXApp obtained or derived from internal company reports, independent third-party publications, surveys and studies by third parties and other industry data, such as reports by research companies. Some data are also based on good faith estimates, which are derived from internal company research or analyses or review of internal company reports as well as the independent sources referred to above. Although both KINS and CXApp believe that the information on which the companies have based these estimates of industry position and industry data are generally reliable, the accuracy and completeness of this information is not guaranteed and they have not independently verified any of the data from third-party sources nor have they ascertained the underlying economic assumptions relied upon therein. Information cannot always be verified with complete certainty due to the limits on the availability and reliability of raw data, the voluntary nature of the data gathering process and other limitations and uncertainties. Each publication, study and report speaks as of its original publication date (and not as of the date of this proxy statement/prospectus). Certain of these publications, studies and reports were published before the COVID-19 pandemic and therefore do not reflect any impact of COVID-19 on any specific market or globally. In addition, we do not know all of the assumptions regarding general economic conditions or growth that were used in preparing the forecasts from the sources relied upon or cited herein. Among other items, certain of the market research included in this proxy statement/prospectus was published prior to the COVID-19 pandemic and did not anticipate the virus or the impact it has caused on KINS’ and CXApp’s industries. KINS and CXApp have utilized this pre-pandemic market research in the absence of updated sources.

In addition, certain information contained in this document, represents CXApp’s management estimates. While CXApp believes its internal estimates to be reasonable, and neither CXApp nor KINS are aware of any misstatements regarding the industry data presented herein, they have not been verified by any independent sources. Such data involve risks and uncertainties and are subject to change based on various factors, including those discussed under the captions “Risk Factors,” “Cautionary Statement Regarding Forward-Looking Statements” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Design Reactor, Inc. and Subsidiaries.”

SELECTED DEFINITIONS

When used in this proxy statement/prospectus, unless the context otherwise requires:

•        “Business Employee” refers to each individual who is employed by the Business Entities;

•        “Business Entities” refers to (i) Inpixon and its subsidiaries (other than CXApp or CXApp’s subsidiaries), in each case, only with respect to the Enterprise Apps Business and (ii) CXApp and CXApp’s subsidiaries;

•        “Closing” refers to the closing of the Merger;

•        “Code” refers to the Internal Revenue Code of 1986, as amended;

•        “Combined Company” refers to New CXApp and its subsidiaries following the Merger;

•        “Combined Company Board” refers to the board of directors of New CXApp;

•        “Condition Precedent Proposals” refers to the Business Combination Proposal, the Charter Amendment Proposal, the Director Election Proposal, the Nasdaq Proposal and the Incentive Plan Proposal, collectively;

•        “Confidentiality Agreement” refers to the Mutual Nondisclosure Agreement, dated as of June 21, 2022, between KINS and Inpixon;

•        “Continental” refers to Continental Stock Transfer & Trust Company;

•        “CXApp” refers to CXApp Holding Corp., a Delaware corporation, prior to the Merger;

•        “CXApp Board” refers to the board of directors of CXApp;

•        “CXApp Capital Stock” refers to shares of CXApp Common Stock and CXApp Preferred Stock;

•        “CXApp Common Stock” refers to shares of CXApp common stock, par value $0.0001 per share;

•        “CXApp Preferred Stock” refers to shares of CXApp preferred stock, par value $0.0001 per share;

•        “CXApp Stockholder Approval” refers to the approval of the Merger Agreement and the transactions contemplated thereby, including the Merger and the transactions contemplated thereby, by the affirmative vote or written consent of the holders of at least a majority of the voting power of the outstanding CXApp Capital Stock voting as a single class and on an as-converted basis, in each case, pursuant to the terms and subject to the conditions of the CXApp’s Governing Documents and applicable Law;

•        “CXApp Stockholders” refers to the stockholders of CXApp prior to the Merger;

•        “Design Reactor” refers to Design Reactor Inc., a California corporation, which was formerly doing business under the name “The CXApp”;

•        “DGCL” refers to the General Corporation Law of the State of Delaware;

•        “Distribution” refers to distribution of the Enterprise Apps Business to the holders of Inpixon stock and other Inpixon securities on a certain record date through the distribution of all of the outstanding shares of CXApp Capital Stock to holders of Inpixon stock and other Inpixon securities on a certain record date on a pro rata, one for one basis, as described in the Separation and Distribution Agreement;

•        “Distribution Tax Opinion” refers to a tax opinion from RSM US LLP, tax advisor to Inpixon, which provides that the Contribution and Distribution, taken together, will qualify as a reorganization under Sections 355 and 368(a)(1)(D) of the Code;

•        “Effective Time” refers to the Merger Certificate (as defined in the Merger Agreement) has been accepted for filing by the Secretary of State of the State of Delaware, or at such later time as may be agreed by KINS and CXApp in writing and specified by each in the Merger Certificate;

•        “Enterprise Apps Business” refers to the business conducted by CXApp and its direct and indirect subsidiaries, including the business related to the (i) software-as-a-service app and mapping platforms which enable corporate enterprise organizations to provide a custom-branded, location-aware employee app focused on enhancing the workplace experience and hosting virtual and hybrid events, (ii) augmented reality (or AR), computer vision, localization, navigation, mapping, and 3D reconstruction technologies, and (iii) on-device “blue dot” indoor location and motion technologies.

•        “Exchange Act” refers to the Securities Exchange Act of 1934, as amended;

•        “Existing Bylaws” refers to the existing bylaws of KINS currently in effect;

•        “Existing Charter” refers to the existing amended and restated certificate of incorporation of KINS, dated as of December 14, 2020, as amended on June 10, 2022, currently in effect;

•        “GAAP” refers to accounting principles generally accepted in the United States of America;

•        “Governing Documents” refers to the legal document(s) by which any Person (other than an individual) establishes its legal existence or which govern its internal affairs. For example, the “Governing Documents” of a corporation are its certificate of incorporation and bylaws, the “Governing Documents” of a limited partnership are its limited partnership agreement and certificate of limited partnership, the “Governing Documents” of a limited liability company are its operating agreement and certificate of formation and the “Governing Documents” of an exempted company are its memorandum and articles of association;

•        “Governmental Authority” refers to any federal, state, provincial, municipal, local or foreign government, governmental authority, regulatory or administrative agency (including any self- regulatory agency), governmental commission, department, board, bureau, agency or instrumentality, court or tribunal, or arbitrator or arbitral body;

•        “Governmental Order” refers to any order, judgment, injunction, decree, writ, stipulation, determination or award, in each case, entered by or with any Governmental Authority;

•        “Incentive Plan” refers to the CXApp Inc. 2023 Equity Incentive Plan attached to this proxy statement/prospectus as Annex I;

•        “Inpixon” refers to Inpixon, a Nevada corporation;

•        “Inpixon Board” refers to the board of directors of Inpixon.

•        “Inpixon Canada” refers to Inpixon Canada, Inc., a British Columbia corporation, based in Coquitlam, British Columbia,

•        “Inpixon Common Stock” refers to Inpixon’s common stock, par value $0.001 per share;

•        “Inpixon Contribution” refers to Inpixon’s cash contribution to CXApp of an amount such that CXApp will have an aggregate of $10,000,000 in cash equivalents on its balance sheet as of the effective time of the Merger, in connection with the Separation, on the terms and subject to the conditions of the Separation and Distribution Agreement;

•        “Inpixon Philippines” refers to Inpixon Philippines, Inc., a Philippines corporation;

•        “Inpixon securityholders” refers to Inpixon stockholders and certain other holders of its outstanding warrants as of the record date of the Distribution that will receive CXApp Common Stock in the Distribution;

•        “Internal Reorganization” refers to a series of internal reorganization and restructuring transactions to effect the transfer of Inpixon’s (direct or indirect) ownership of the Enterprise Apps Business to CXApp and the transfer of CXApp’s ownership of the retained assets of Inpixon and the retained liabilities of Inpixon from CXApp to Inpixon and its subsidiaries in the Separation;

•        “IPO registration statement” refers to the Registration Statement on Form S-1 (Registration No. 333-249177) filed by KINS in connection with the KINS Initial Public Offering, which was declared effective on December 14, 2020;

•        “IRS” refers to the U.S. Internal Revenue Service;

•        “JOBS Act” refers to the Jumpstart Our Business Startups Act of 2012;

•        “KINS” refers to KINS Technology Group Inc., a Delaware corporation;

•        “KINS Board” refers to the board of directors of KINS;

•        “KINS Class A Common Stock” refers to KINS’ Class A common stock, par value $0.0001 per share;

•        “KINS Class B Common Stock” refers to KINS’ Class B common stock, par value $0.0001 per share;

•        “KINS Class C Common Stock” refers to KINS’ Class C common stock, par value $0.0001 per share;

•        “KINS Common Stock” refers to the KINS Class A Common Stock, KINS Class B Common Stock, and KINS Class C Common Stock, collectively;

•        “KINS Founder Shares” refers to the KINS Class B Common Stock purchased by the Sponsor in a private placement prior to the KINS Initial Public Offering;

•        “KINS Initial Public Offering” refers to KINS’ initial public offering that was consummated on December 17, 2020;

•        “KINS Private Placement Warrants” refers to the KINS private placement warrants outstanding as of the date of this proxy statement/prospectus;

•        “KINS Public Shares” refers to the shares KINS Class A Common Stock (including those that underlie the units) that were offered and sold by KINS in the KINS Initial Public Offering and registered pursuant to the KINS Initial Public Offering registration statement or the shares of New CXApp Common Stock issued as a matter of law upon the conversion thereof at the Effective Time, as context requires;

•        “KINS Public Stockholders” refers to holders of KINS Public Shares, whether acquired in the KINS Initial Public Offering or acquired in the secondary market;

•        “KINS Public Warrants” refers to the redeemable warrants (including those that underlie the units) that were offered and sold by KINS in the KINS Initial Public Offering and registered pursuant to the KINS Initial Public Offering registration statement or the redeemable warrants of New CXApp issued as a matter of law upon the conversion thereof at the Effective Time, as context requires;

•        “KINS Securities” refers to KINS Class A Common Stock, KINS Public Warrants and KINS Units;

•        “KINS Share Redemptions” refers to the election of an eligible (as determined in accordance with the Existing Charter and Existing Bylaws) holder of KINS Class A Common Stock to redeem all or a portion of the shares of KINS Class A Common Stock held by such holder at a per-share price, payable in cash, equal to a pro rata share of the aggregate amount on deposit in the Trust Account (including any interest earned on the funds held in the Trust Account) (as determined in accordance with the Existing Charter and Existing Bylaws) in connection with the Transaction Proposals;

•        “KINS Stockholders” refers to holders of KINS Common Stock;

•        “KINS Units” refers to the units of KINS, each unit representing one KINS Class A Common Stock and one-third of one redeemable warrant to acquire one KINS Class A Common Stock, that were offered and sold by KINS in the KINS Initial Public Offering and registered pursuant to the KINS Initial Public Offering registration statement (less the number of units that have been separated into the underlying public shares and underlying warrants upon the request of the holder thereof);

•        “KINS Warrants” refers to the KINS Public Warrants and KINS Private Placement Warrants, collectively;

•        “Liquidation Date” refers to June 15, 2023 (or during an extended time as a result of a KINS Stockholder vote to amend the Existing Charter);

•        “Merger” refers to the merger of Merger Sub with and into CXApp, with CXApp surviving the merger as a wholly-owned subsidiary of New CXApp and the other transactions contemplated by the Merger Agreement;

•        “Merger Agreement” refers to the Agreement and Plan of Merger, dated as of September 25, 2022, by and among KINS, Merger Sub, Inpixon and CXApp, as amended and modified from time to time;

•        “Merger Sub” refers to KINS Merger Sub Inc.;

•        “Minimum Cash Condition” refers to the condition in the Merger Agreement in favor of CXApp that CXApp does not need to consummate the Closing unless the Available Cash is equal to or greater than $9.5 million as of the Closing;

•        “Morrow Sodali” refers to Morrow Sodali LLC, KINS’ proxy solicitor;

•        “Nasdaq” refers to the Nasdaq Capital Market;

•        “New CXApp” refers to KINS after the Merger and its name change from KINS Technology Group Inc. to CXApp Inc.;

•        “New CXApp Board” refers to the board of directors of New CXApp;

•        “New CXApp Class A Common Stock” refers to shares of Class A common stock of New CXApp, par value $0.0001 per share;

•        “New CXApp Class C Common Stock” refers to shares of Class C common stock of New CXApp, par value $0.0001 per share;

•        “New CXApp Common Stock” refers to the New CXApp Class A Common Stock and the New CXApp Class C Common Stock;

•        “New CXApp Preferred Stock” refers to shares of “blank check” preferred stock, each having a par value of $0.0001;

•        “New CXApp Stockholders” refers to the stockholders of New CXApp;

•        “New CXApp Warrants” refers to warrants to purchase one share of New CXApp Common Stock at an exercise price of $11.50;

•        “Person” refers to any individual, firm, corporation, partnership, limited liability company, incorporated or unincorporated association, joint venture, joint stock company, governmental authority or instrumentality or other entity of any kind;

•        “pro forma” refers to giving pro forma effect to the Merger;

•        “Proposed Bylaws” refers to the proposed bylaws of New CXApp upon the Effective Time attached to this proxy statement/prospectus as Annex D;

•        “Proposed Charter” refers to the proposed certificate of incorporation of New CXApp upon the Effective Time attached to this proxy statement/prospectus as Annex C;

•        “Proposed Organizational Documents” refers to the Proposed Charter and the Proposed Bylaws;

•        “Registration Rights Agreement” refers to that certain registration rights agreement, dated December 14, 2020, among KINS, the Sponsor and certain other securityholders party thereto;

•        “Registration Statement” refers to the KINS’ registration statement on Form S-4 of which this proxy statement/prospectus forms a part;

•        “Sarbanes-Oxley Act” refers to the Sarbanes-Oxley Act of 2002;

•        “SEC” refers to the United States Securities and Exchange Commission;

•        “Securities Act” refers to the Securities Act of 1933, as amended;

•        “Separation” refers to a series of transactions by Inpixon and certain of Inpixon’s subsidiaries as result of which Inpixon’s Enterprise Apps Business is held by CXApp and its subsidiaries and is separated from the remainder of Inpixon’s businesses, on the terms and subject to the conditions of the Separation and Distribution Agreement;

•        “Separation and Distribution Agreement” refers to the Separation and Distribution Agreement, dated as of September 25, 2022, by and among Inpixon, Design Reactor, CXApp and KINS, as amended and modified from time to time;

•        “Sponsor” refers to KINS Capital, LLC, a Delaware limited liability company;

•        “Sponsor Recapitalization” refers to any shares of KINS Common Stock issued as incentives for non-redemption transactions and financing transactions, in each case, free and clear of all liens; provided, that, in no instance shall the number of shares issued to Sponsor in the exchange be less than 5,150,000 shares of KINS Class A Common Stock, as described in the Sponsor Support Agreement;

•        “Sponsor Support Agreement” refers to that certain Sponsor Support Agreement, dated as of September 25, 2022, by and among the Sponsor, KINS and CXApp, as amended and modified from time to time;

•        “Subsidiary” refers to, with respect to a Person, a corporation or other entity of which more than 50% of the voting power of the equity securities or equity interests is owned, directly or indirectly, by such Person;

•        “Tax Return” means any return, declaration, report, statement, information statement or other document filed or required to be filed with any Governmental Authority with respect to Taxes, including any claims for refunds of Taxes, any information returns and any schedules, attachments, amendments or supplements of any of the foregoing;

•        “Taxes” means any and all federal, state, local, foreign or other taxes imposed by any Governmental Authority, including all income, gross receipts, license, payroll, recapture, net worth, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental, customs duties, capital stock, ad valorem, value added, inventory, franchise, profits, withholding, social security (or similar), unemployment, disability, real property, personal property, assessments, sales, use, transfer, registration, governmental charges, duties, levies and other similar charges imposed by a Governmental Authority in the nature of a tax, alternative or add-on minimum, or estimated taxes, and including any interest, penalty, or addition thereto;

•        “Transaction Proposals” refers to the Condition Precedent Proposals, the Advisory Amendment Proposals and the Adjournment Proposal (if necessary), collectively;

•        “Treasury Regulations” refers to the regulations promulgated under the Code by the United States Department of the Treasury (whether in final, proposed or temporary form), as the same may be amended from time to time;

•        “Trust Account” refers to the trust account established at the consummation of the KINS Initial Public Offering and maintained by Continental, acting as trustee; and

•        “Trust Agreement” refers to the Investment Management Trust Agreement, dated as of December 14, 2020, between KINS and Continental Stock Transfer & Trust Company, as trustee.

Unless otherwise stated in this proxy statement/prospectus or the context otherwise requires, all references in this proxy statement/prospectus to KINS Class A Common Stock, shares of New CXApp Common Stock or KINS Warrants include such securities underlying the KINS Units.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus contains forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “future,” “goal,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “propose,” “schedule,” “seek,” “should,” “target,” “will,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. All statements other than statements of historical facts contained in this proxy statement/prospectus, including statements regarding the expected timing and structure of the Separation, Distribution and Merger, the ability of the parties to complete the Business Combination, the expected benefits of the Business Combination, the tax consequences of the Separation, Distribution and Merger, the amount of gross proceeds expected to be available to CXApp after the Closing and giving effect to any redemptions by KINS Stockholders, CXApp’s future results of operations and financial position, business strategy and its expectations regarding the application of, and the rate and degree of market acceptance of the CXApp technology platform and other technologies, CXApp’s expectations regarding the addressable markets for our technologies, including the growth rate of the markets in which it operates, and the potential for and timing of receipt of payments under CXApp’s agreements, are forward- looking statements. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside the control of Inpixon, CXApp and KINS, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements.

The forward-looking statements contained in this proxy statement/prospectus and in any document incorporated by reference in this proxy statement/prospectus are based on current expectations and beliefs concerning future developments and their potential effects on KINS, Inpixon or CXApp. There can be no assurance that future developments affecting KINS, Inpixon or CXApp will be those that KINS, Inpixon or CXApp have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond KINS’ control or the control of CXApp or Inpixon) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward- looking statements.

Forward-looking statements contained in this proxy statement/prospectus include, but are not limited to, statements about the ability of KINS and CXApp prior to the Merger, and New CXApp following the Merger, such as the following:

•        meet the closing conditions to the Merger, including approval by the KINS Stockholders and CXApp on the expected terms and schedule;

•        realize the benefits expected from the proposed Merger;

•        successfully defend litigation;

•        successfully deploy the proceeds from the Merger;

•        the risk that the transactions contemplated by the Merger may not be completed in a timely manner or at all, which may adversely affect the price of the KINS Securities or the Inpixon securities;

•        the risk that the transactions contemplated may not be completed within the Extended Combination Period (as defined below) and the potential failure to obtain an extension of the Extended Combination Period if sought by KINS;

•        the failure to satisfy the conditions to the Closing, including the adoption of the Merger Agreement by the KINS Stockholders and CXApp, the satisfaction of the Minimum Cash Condition and the receipt of certain governmental and regulatory approvals;

•        the sufficiency of sources of funding;

•        the inability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, the amount of funds available to the Combined Company following any redemptions by KINS’ stockholders;

•        the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement;

•        factors relating to the business, operations and financial performance of the Enterprise Apps Business, and CXApp and its subsidiaries, including:

•        the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement;

•        changes in general economic conditions, geopolitical risk, including as a result of the COVID-19 pandemic or the conflict between Russia and Ukraine;

•        the outcome of potential litigation related to or arising out of the Business Combination, or any other adverse developments therein or delays or costs resulting therefrom;

•        the effect of the announcement or pendency of the transactions on Inpixon’s, CXApp’s or KINS’ business relationships, operating results, and businesses generally;

•        the ability to continue to meet Nasdaq’s listing standards following the consummation of the Business Combination;

•        the costs related to the Business Combination;

•        the volatility of KINS’ or Inpixon’s securities due to a variety of factors, including Inpixon’s, KINS’ or CXApp’s inability to implement their business plans or meet or exceed their financial projections and changes in the combined capital structure; and

•        as a result of the Separation, CXApp will lose Inpixon’s brand, reputation, capital base and other resources, and may experience difficulty operating as a standalone company;

•        the anticipated benefits of the Separation may not be achieved;

•        CXApp’s historical combined financial data and pro forma financial statements are not necessarily representative of the results CXApp would have achieved as a standalone company and may not be a reliable indicator of its future results;

•        CXApp’s operating results and financial performance;

•        acceptance by new and existing partners in CXApp’s market;

•        CXApp’s ability to manage and grow its business and execution of its business and growth strategies;

•        risks arising from changes in technology;

•        the competitive environment in the enterprise apps market;

•        failure to maintain, protect and defend our intellectual property rights;

•        changes in government laws and regulations, including laws governing intellectual property, and the enforcement thereof affecting our business;

•        difficulties with performance of third parties we will rely on for our business growth;

•        difficulties developing and sustaining relationships with commercial counterparties;

•        CXApp may not be able to engage in certain transactions and equity issuances following the Distribution; and

•        CXApp may have certain indemnification obligations to Inpixon under the Tax Matters Agreement.

KINS and CXApp have based the forward-looking statements contained in this proxy statement/prospectus primarily on our current expectations and projections about future events and trends that we believe may affect KINS’ or CXApp’s business, financial condition, results of operations, prospects, business strategy and financial needs. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties, assumptions and other factors described in the section captioned “Risk Factors” and elsewhere in this prospectus. These risks are not exhaustive. Other sections of this prospectus include additional factors that could adversely

impact our business and financial performance. Moreover, KINS and CXApp operate in very competitive and rapidly changing environments. New risks and uncertainties emerge from time to time and it is not possible for KINS to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this prospectus. KINS and CXApp cannot assure you that the results, events and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results, events or circumstances could differ materially from those described in the forward-looking statements.

Should one or more of these risks or uncertainties materialize, or should any of KINS’ and CXApp’s assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. None of KINS, Inpixon or CXApp undertakes any obligation to update or revise any forward- looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to KINS or CXApp as of the date of this proxy statement/prospectus, and while KINS and CXApp believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and its statements should not be read to indicate that KINS or CXApp has conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.

Before any KINS Stockholder grants its proxy or instructs how its vote should be cast or votes on the Transaction Proposals to be put to the KINS Special Meeting, such stockholder should be aware that the occurrence of the events described in the “Risk Factors” section and elsewhere in this proxy statement/prospectus may adversely affect KINS and CXApp.

QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE KINS SPECIAL MEETING

The questions and answers below highlight only selected information from this document and only briefly address some commonly asked questions about the proposals to be presented at the special meeting, including with respect to the proposed Business Combination. The following questions and answers do not include all the information that is important to KINS’ stockholders and other interested parties. KINS and CXApp urge stockholders such other interested parties to read this proxy statement/prospectus, including the Annexes and the other documents referred to herein, carefully and in their entirety to fully understand the proposed Business Combination and, if applicable to such parties, the voting procedures for the special meeting.

QUESTIONS AND ANSWERS ABOUT THE MERGER

In light of the COVID-19 pandemic and to protect the health of the KINS Stockholders and the community, the KINS Special Meeting will be a completely virtual meeting of KINS Stockholders conducted via live audio webcast.

Q:     HOW DO I ATTEND A VIRTUAL MEETING?

A:     As a registered KINS Stockholder, along with this proxy statement/prospectus, you received a proxy card from Continental, our transfer agent, which contains instructions on how to attend the virtual KINS Special Meeting, including the URL address and your control number. You will need your control number for access. If you do not have your control number, contact Continental at (917) 262-2373, or email at proxy@continentalstock.com.

You can pre-register to attend the virtual KINS Special Meeting starting on        , 2023 (5 business days prior to the meeting). Enter the following URL address into your browser https://www.cstproxy.com/kinstechnologygroupinc/sm2023, then enter your control number, name and email address. Once you pre-register, you can vote or enter questions in the chat box. At the start of the KINS Special Meeting, you will need to re-log in using the same control number and, if you want to vote during the meeting, you will be prompted to enter your control number again.

Beneficial owners who own their investments through a bank or broker will need to contact Continental to receive a control number. If you plan to vote at the KINS Special Meeting, you will need to have a legal proxy from your bank or broker, or if you would like to join and not vote Continental can issue you a guest control number with proof of ownership. Either way you must contact Continental for specific instructions on how to receive the control number, at the number or email address above. Please allow up to 72 hours prior to the meeting for processing your control number.

If you do not have internet capabilities, you can listen only to the KINS Special Meeting by dialing within the U.S. and Canada:            (toll free) or outside of the U.S. and Canada: +            and when prompted enter the pin #            . This is listen only, so you will not be able to vote or enter questions during the KINS Special Meeting.

Q:     WHAT ARE THE TRANSACTIONS DESCRIBED IN THIS DOCUMENT?

A:     On September 25, 2022, KINS, Inpixon, CXApp and Merger Sub entered into the Merger Agreement, and, on the same day, KINS, Inpixon, CXApp and Design Reactor entered into the Separation and Distribution Agreement. These agreements provide for Inpixon to combine the Enterprise Apps Business with KINS through the Business Combination. The principal transactions to effect the Business Combination include the following:

•        Separation and Contribution.    Inpixon will transfer the Enterprise Apps Business, including certain related subsidiaries of Inpixon, to CXApp, and make a cash contribution to CXApp of up to $10,000,000.

•        Distribution.    Following the Separation and immediately prior to the Merger described below, Inpixon will distribute to Inpixon stockholders and certain other securityholders as of the record date of the distribution 100% of the CXApp Common Stock.

•        Merger.    Following the above steps, Merger Sub will merge with and into CXApp, with CXApp continuing as the surviving company in the Merger and a wholly-owned subsidiary of KINS. As a result of the Merger, the existing shares of CXApp Common Stock will automatically convert into the right to receive shares of KINS Common Stock.

KINS, which will be the parent entity of CXApp after the Merger, will be renamed to “CXApp Inc.,” effective as of closing of the Merger. After the Merger, the KINS Common Stock will be listed on Nasdaq under the trading symbol “CXAI,” and the outstanding KINS Public Warrants will be listed on Nasdaq under the trading symbol “CXAIW.”

Q:     WHO ARE THE PARTIES TO THE TRANSACTIONS DESCRIBED IN THIS DOCUMENT?

A:     (1)    “CXApp” in this registration statement refers to CXApp Holding Corp., a Delaware corporation and newly formed wholly owned subsidiary of Inpixon as the holding company for the Enterprise Apps Business following the Internal Reorganization.

(2)    “Design Reactor” in this registration statement refers to Design Reactor Inc., a California corporation, which was formerly doing business under the name “The CXApp” and developed the SaaS app technology previously referred to in the market as “The CXApp” included in the Enterprise Apps Business, and a wholly owned subsidiary of CXApp following the Internal Reorganization.

(3)    “Inpixon” in this registration statement refers to Inpixon, a Nevada corporation and the parent company of CXApp who will effect the Distribution.

(4)    “KINS” in this registration statement refers to KINS Technology Group Inc., a Delaware corporation, the issuer of the Aggregate Merger Consideration and acquiror of CXApp including the Enterprise Apps Business.

(5)    “Merger Sub” in this registration statement refers to KINS Merger Sub Inc. a wholly owned subsidiary of KINS into which CXApp will be merged in the Merger.

(6)    “New CXApp” in this registration statement refers to KINS following the consummation of the transactions described in this registration statement

Q:     WHAT WILL HAPPEN IN THE SEPARATION?

A:     Inpixon and certain of Inpixon’s subsidiaries will engage in a series of transactions so that Inpixon’s Enterprise Apps Business is held by CXApp and its subsidiaries and is separated from the remainder of Inpixon’s businesses. See “Proposal No. 1 — The Business Combination Proposal — Summary of the Separation and Distribution Agreement.”

Q:     WHAT WILL HAPPEN IN THE INPIXON CONTRIBUTION?

A:     In connection with the Separation, Inpixon will make a cash contribution to CXApp of an amount such that CXApp will have an aggregate of $10,000,000 in cash equivalents on its balance sheet as of the effective time of the Merger. See “Proposal No. 1 — The Business Combination Proposal — Summary of the Separation and Distribution Agreement.”

Q:     WHAT WILL HAPPEN IN THE DISTRIBUTION?

A:     After the Separation, Inpixon will distribute to its stockholders and certain other securityholders all of the issued and outstanding shares of CXApp Common Stock held by Inpixon by way of a pro rata distribution.

Inpixon will effect the Distribution by way of the spin-off. In the spin-off, the Inpixon Board will establish a record date and a distribution date. Each share of Inpixon Common Stock outstanding as of the Inpixon Record Date for the Distribution will entitle its holder to receive one share of CXApp Common Stock. Based on approximately            shares of Inpixon Common Stock outstanding as of            , 2023 and applying the Distribution ratio of 1:1, CXApp expects that a total of approximately            shares of CXApp Common Stock will be distributed to Inpixon securityholders and no shares of CXApp Common Stock will continue to be owned by Inpixon. The Distribution will be effected by Inpixon delivering to the distribution agent a book-entry authorization representing the shares of CXApp Common Stock being distributed in the Distribution for the account of Inpixon’s securityholders. The distribution agent will hold such book-entry shares for the account of CXApp Stockholders (as of immediately after consummation of the Distribution) pending the Merger. The shares of CXApp Common Stock will not be transferrable prior to the exchange of such shares for the shares of KINS Common Stock pursuant to the Merger. See “Proposal No. 1 — The Business Combination Proposal — Summary of the Separation and Distribution Agreement.”

Q:     WHAT IS THE MERGER?

A:     On September 25, 2022, KINS entered into the Merger Agreement with Merger Sub, Inpixon and CXApp, pursuant to which, among other things, (i) Merger Sub will merge with and into CXApp, the separate corporate existence of Merger Sub will cease and CXApp will be the surviving corporation and a wholly owned subsidiary of KINS and (ii) KINS will change its name to CXApp Inc.

See “Proposal No. 1 — The Business Combination Proposal — The Merger Agreement” for more information. In addition, a copy of the Merger Agreement is attached to this proxy statement/ prospectus as Annex A. We urge you to read carefully this proxy statement/prospectus and the Merger Agreement in their entirety.

Q:     WILL THE DISTRIBUTION AND THE MERGER OCCUR ON THE SAME DAY?

A:     Yes, the Merger will occur on the same day and immediately following the Distribution.

Q:     WHO WILL SERVE ON THE NEW CXAPP BOARD FOLLOWING THE CLOSING?

A:     The Merger Agreement provides that, as of the Closing, the New CXApp Board will consist of five (5) members:

•        Khurram P. Sheikh;

•        Camillo Martino;

•        Di-Ann Eisnor;

•        George Mathai; and

•        Shanti Priya.

See “Management of New CXApp after the Merger.”

Q:     WHO WILL MANAGE NEW CXAPP AFTER THE CLOSING?

A:     The Merger Agreement provides that the initial officers will serve in such capacity in accordance with the terms of the Proposed Organizational Documents. As of the Closing, the initial officers will be:

•        Khurram P. Sheikh (Chief Executive Officer);

•        Michael Angel (Chief Financial Officer); and

•        Leon Papkoff (Chief Product Officer).

See “Management of New CXApp after the Merger.”

Q:     IS THE COMPLETION OF THE MERGER SUBJECT TO ANY CONDITIONS?

A:     Yes. The respective obligations of each party to effect the Closing of the Business Combination are subject to the fulfillment (or, to the extent permitted by applicable law, waiver) of certain conditions specified in the Merger Agreement. See “Proposal No. 1 — The Business Combination Proposal — The Merger Agreement — Closing Conditions.”

Q:     HAS INPIXON SET THE INPIXON RECORD DATE FOR THE DISTRIBUTION?

A:     No. Inpixon will publicly announce the Inpixon record date for the Distribution when it has been determined (the “Inpixon Record Date”). This announcement will be made prior to the completion of the Separation, the Distribution and the Merger.

Q:     WHAT DO INPIXON SECURITYHOLDERS NEED TO DO TO PARTICIPATE IN THE DISTRIBUTION?

A:     Inpixon securityholders as of the Inpixon Record Date are not required to take any action to receive CXApp Common Stock in the Distribution, but they are urged to read this entire proxy statement/ prospectus carefully. No Inpixon stockholder approval of the Distribution is required, and Inpixon securityholders are not being asked for a proxy. Inpixon securityholders also do not need to pay any consideration, exchange or surrender their existing shares of Inpixon Common Stock or take any other action to receive the shares of CXApp Common Stock to which they are entitled, except for certain Inpixon warrant holders that need to exercise such warrants to receive CXApp Common Stock. The Distribution will not affect the number of outstanding shares of Inpixon Common Stock or any rights of Inpixon securityholders, although it will affect the market value of each outstanding share of Inpixon Common Stock.

Q:     HOW WILL SHARES OF NEW CXAPP COMMON STOCK BE ISSUED?

A:     Inpixon securityholders will receive shares of New CXApp Common Stock through the same or substantially similar channels that they currently use to hold or trade Inpixon Common Stock (whether through a brokerage account, 401(k) plan or other channel). Receipt of shares of New CXApp Common Stock will be documented for Inpixon securityholders in substantially the same manner that stockholders typically receive stockholder updates, such as monthly broker statements and 401(k) statements.

The Distribution of CXApp Common Stock will be effected by Inpixon delivering to the distribution agent, Continental, a book-entry authorization representing the shares of CXApp Common Stock being distributed in the Distribution for the account of Inpixon’s securityholders. The distribution agent will hold such book-entry shares for the account of CXApp’s stockholders (as of immediately after consummation of the Distribution) pending the Merger. The shares of CXApp Common Stock will not be transferrable prior to the exchange of such shares for the shares of New CXApp Common Stock pursuant to the Merger. See “Proposal No. 1 — The Business Combination Proposal — Summary of the Separation and Distribution Agreement” Immediately thereafter, as a result of and upon the Closing of the Merger, each outstanding share of CXApp Common Stock (other than Treasury Shares) will be cancelled in exchange for the right to receive a number of shares of New CXApp Common Stock equal to Class A and Class C. See “Proposal No. 1 — The Business Combination Proposal — The Merger Agreement — Consideration to be Received in the Merger.”

Q:     WHAT WILL HAPPEN TO THE LISTING OF INPIXON COMMON STOCK?

A:     After the Distribution, Inpixon Common Stock will continue to trade on Nasdaq under the symbol “INPX.” Holders of Inpixon Common Stock will retain all their shares of Inpixon Common Stock.

Q:     WILL THE DISTRIBUTION AFFECT THE MARKET PRICE OF SHARES OF INPIXON COMMON STOCK?

A:     Yes. As a result of the Distribution, Inpixon expects the trading price of shares of Inpixon Common Stock immediately following the Distribution to be lower than the “regular-way” trading price of such shares immediately prior to the Distribution because the trading price will no longer reflect the value of the Enterprise Apps Business. There can be no assurance that the aggregate market value of the Inpixon Common Stock plus the pro rata portion of Aggregate Merger Consideration an Inpixon securityholder is entitled to in the Merger, including the aggregate market value of New CXApp Common Stock following the Distribution and Merger, will be higher or lower than the market value of Inpixon Common Stock if the Distribution and Merger did not occur.

Q:     WILL INPIXON STOCKHOLDERS WHO SELL THEIR SHARES OF INPIXON COMMON STOCK SHORTLY BEFORE THE COMPLETION OF THE DISTRIBUTION AND MERGER STILL BE ENTITLED TO RECEIVE SHARES OF CXAPP COMMON STOCK WITH RESPECT TO THE SHARES OF INPIXON COMMON STOCK THAT WERE SOLD?

A:     Inpixon Common Stock is currently listed on Nasdaq under the ticker symbol “INPX.” It is currently expected that beginning not earlier than one business day before the Inpixon Record Date to be established for the Distribution, and continuing through the Closing, there will be two markets in Inpixon Common Stock on Nasdaq: a “regular way” market and an “ex-distribution” market.

•        If an Inpixon stockholder sells Inpixon Common Stock in the “regular way” market under the symbol “INPX” during this time period, that Inpixon stockholder will be selling both his or her Inpixon Common Stock and the right to receive shares of CXApp Common Stock that will be converted into shares of New CXApp Common Stock (with any resulting fractional share rounded down to the nearest whole number) at the Closing. Inpixon stockholders should consult their brokers before selling their Inpixon Common Stock in the “regular way” market during this time period to be sure they understand the effect of the Nasdaq “due-bill” procedures.

•        If an Inpixon stockholder sells Inpixon Common Stock in the “ex-distribution” market during this time period, that Inpixon stockholder will be selling only his or her Inpixon Common Stock, and will retain the right to receive shares of CXApp Common Stock that will be converted into shares of New CXApp Common Stock (with any resulting fractional share rounded down to the nearest whole number) at the Closing.

After the Closing, Inpixon Common Stock will no longer trade in the “ex-distribution” market, and Inpixon Common Stock that is sold in the “regular way” market will no longer reflect the right to receive shares of CXApp Common Stock that will be converted into shares of New CXApp Common Stock (with any resulting fractional share rounded down to the nearest whole number) at the Closing.

Q:     WHAT ARE THE U.S. FEDERAL INCOME TAX CONSEQUENCES TO INPIXON STOCKHOLDERS OF THE DISTRIBUTION AND THE MERGER?

A:     The Contribution and the Distribution, taken together, are intended to qualify as a reorganization under Sections 355 and 368(a)(1)(D) of the Code, and the Merger is intended to qualify as a reorganization under Section 368(a) of the Code. Assuming that the Contribution, Distribution and Merger so qualify, Inpixon stockholders are not expected to recognize any gain or loss as a result of the Distribution and the Merger.

Inpixon securityholders should consult their tax advisors regarding the tax consequences to them of the Distribution and Merger. For a more complete discussion of the U.S. federal income tax considerations of the Distribution and the Merger to Inpixon stockholders, see the section entitled “United States Federal Income Tax Considerations — Treatment of the Distribution” and “— Tax Consequences of the Merger to Holders of CXApp Common Stock.”

Q:     DOES INPIXON HAVE TO PAY ANYTHING TO KINS IF THE MERGER AGREEMENT IS TERMINATED?

A:     Inpixon will have to pay $2,000,000 to KINS if the Merger Agreement is terminated by KINS in connection with its termination rights related to certain uncured breaches of any representation, warranty, covenant or agreement. See “Proposal No. 1 — The Business Combination Proposal — The Merger Agreement — Termination Fee.”

Q:     DOES KINS HAVE TO PAY ANYTHING TO INPIXON IF THE MERGER AGREEMENT IS TERMINATED?

A:     KINS will have to pay $2,000,000 to Inpixon if the Merger Agreement is terminated by Inpixon in connection with its termination rights related to certain uncured breaches of any representation, warranty, covenant or agreement or if there has been an uncured breach by the Sponsor of its obligations to vote in favor or against certain proposals as provided in Section 1.4(a) of the Sponsor Support Agreement. See “Proposal No. 1 — The Business Combination Proposal — The Merger Agreement — Termination Fee.”

Q:     WHY AM I RECEIVING THIS DOCUMENT?

A:     KINS is sending this proxy statement/prospectus to the KINS Stockholders to help them decide how to vote their shares of KINS Common Stock with respect to the matters to be considered at the KINS Special Meeting.

CXApp is sending this proxy statement/prospectus as a prospectus of CXApp relating to the distribution of shares of its common stock to a third-party distribution agent for the benefit of Inpixon Stockholders in the Distribution.

The Merger cannot be completed unless the conditions to the Merger set forth in the Merger Agreement are satisfied or waived, including (among others) the approval by the KINS Stockholders of the Condition Precedent Proposals. Information about the KINS Special Meeting, the Merger and the other business to be considered by the KINS Stockholders at the KINS Special Meeting is contained in this proxy statement/prospectus.

This document constitutes a proxy statement and a prospectus of KINS and a prospectus of CXApp. It is a proxy statement because the KINS Board is soliciting proxies using this proxy statement/prospectus from the KINS Stockholders. It is a prospectus because KINS, in connection with the Merger, is offering shares of KINS Common Stock in exchange for the outstanding shares of CXApp Capital Stock. It is a prospectus of CXApp because CXApp, in connection with the Distribution, is distributing shares of its common stock to Inpixon securityholders. See “Proposal No. 1 — The Business Combination Proposal — The Merger Agreement” for more information.

Q:     WHAT WILL HOLDERS OF CXAPP CAPITAL STOCK RECEIVE IN THE MERGER?

A:     If the Merger is completed, at the Effective Time, subject to approval by the KINS Stockholders, each holder of CXApp Capital Stock will receive shares of New CXApp Common Stock. For more information about what the holders of CXApp Capital Stock will receive in the Merger, see “Proposal No. 1 — The Business Combination Proposal — The Merger Agreement.”

Q:     ARE ANY OF THE SHARES OF CX APP OR WARRANTS SUBJECT TO ANY RESTRICTIONS ON TRANSFER FOLLOWING THE CLOSING?

A:     Yes, certain of the shares of New CX App Common Stock and warrants are subject to restrictions on transfer, including the Founder Shares, Private Placement Warrants and the New CXApp Class C Common Stock. The lock-up provisions provide restrictions on transfer for a period of up to 180 days after the Closing of the Merger subject to certain customary exceptions as described in more detail in “Proposal No. 1 — The Business Combination Proposal — Related Agreements — Summary of the Ancillary Agreements — Lock-Ups.”

Q:     WHAT EQUITY STAKE WILL CURRENT KINS STOCKHOLDERS AND CXAPP EQUITYHOLDERS HOLD IN NEW CXAPP IMMEDIATELY AFTER THE CONSUMMATION OF THE MERGER?

A:     It is anticipated that, upon the Closing (depending on the degree to which KINS Public Stockholders exercise their redemption rights), KINS Public Stockholders will own approximately 2.8% of New CXApp Common Stock, the Sponsor, BlackRock and related parties will own approximately 47.2% of New CXApp Common Stock, and the CXApp Stockholders (as of immediately after the consummation of the Distribution) will own approximately 50.0% of New CXApp Common Stock (excluding New CXApp Common Stock distributed to Inpixon for its existing interests in KINS). This ownership percentage with respect to New CXApp following the Business Combination does not take into account (i) shares underlying the Warrants outstanding following the Business Combination, or (ii) the issuance of any shares after the Closing of the Business Combination under any incentive plans. If the actual facts are different than these assumptions (which they are likely to be), the percentage ownership retained by KINS’ existing stockholders in New CXApp will be different.

The ownership tables set forth the anticipated ownership of New CXApp upon completion of the Business Combination assuming minimum redemptions and maximum redemptions of KINS Common Stock.

•        Assuming Minimum Redemptions:    This scenario assumes that no additional KINS Public Stockholders exercise redemption rights with respect to their public shares for a pro rata share of the funds in the Trust Account and that that Sponsor has exchanged its 6,150,000 shares of KINS Class B Common Stock for 5,721,150 shares of KINS Class A Common Stock immediately prior to the consummation of the Merger pursuant to the terms of the Sponsor Support Agreement.

•        Assuming Maximum Redemptions:    This scenario assumes that 387,551 shares of KINS Class A Common Stock subject to redemption are redeemed for an aggregate payment of approximately $4.0 million (based on an estimated per share redemption price of $10.10 inclusive of amounts held in the Trust Account and estimated interest income and taxes) and that Sponsor has exchanged its 6,150,000 shares of KINS Class B Common Stock for 6,149,999 shares of KINS Class A Common Stock immediately prior to the consummation of the Merger pursuant to the terms of the Sponsor Support Agreement. The Merger Agreement includes a condition to the Closing, that, at the Closing, the cash proceeds from the trust account, plus any amount raised pursuant to permitted equity financings prior to closing of the Merger in the aggregate equaling no less than $9.5 million.

The following table illustrates varying ownership levels in New CXApp, assuming consummation of the Business Combination and minimum redemptions and maximum redemptions by KINS Public Stockholders:

____________

(1)      The New CXApp Class A Common Stock and the New CXApp Class C Common Stock will be identical in all respects, except that the New CXApp Class C Common Stock will be subject to transfer restrictions and will automatically convert into New CXApp Class A Common Stock on the earlier to occur of (i) the 180th day following the closing of the Merger and (ii) the day that the last reported sale price of the New CXApp Class A Common Stock equals or exceeds $12.00 per share for any 20 trading days within any 30-trading day period following the closing of the Merger.

(2)      Excludes 13,800,000 shares of New CXApp Class A Common Stock underlying the public warrants.

(3)      Excludes 10,280,000 shares of New CXApp Class A Common Stock underlying the private warrants.

(4)      Includes 225,000 shares of New CX APP Class A Common Stock held by Direct Anchor Investors assuming forfeiture to Sponsor of 525,000 shares of KINS Class B Common Stock prior to closing.

(5)      Includes 518,427 and 600,000 shares of New CXApp Class A Common Stock distributed to Inpixon for its existing interests in KINS under the Minimum Redemptions and Maximum Redemptions scenarios, respectively.

(6)      Pursuant to the Sponsor Support Agreement, the Sponsor and related parties have agreed, subject to the limitation set forth therein, that the total amount of shares of New CXApp Common Stock issued to CXApp Stockholders (as of immediately after consummation of the Distribution) at the Closing will exceed the total amount of shares of New CXApp Common Stock issued to all other parties at the Closing by one share.

(7)      Assumes that 550,539 KINS public shares are redeemed for aggregate redemption payments of approximately $5,573,994, assuming a $10.12 per share redemption price and based on funds in the Trust Account as of January 2023.

Q:     WHEN WILL THE MERGER BE COMPLETED?

A:     The parties currently expect that the Merger will be completed in the first quarter of 2023. However, neither KINS nor CXApp can assure you of when or if the Merger will be completed, and it is possible that factors outside of the control of the companies could result in the Merger being completed at a different time or not at all. See “Risk Factors — Risks Related to the Merger and KINS — The consummation of the Merger is subject to a number of conditions and if those conditions are not satisfied or waived, the Merger Agreement may be terminated in accordance with its terms and the Merger may not be completed.” Before the Merger can be completed, KINS must first obtain the approval of KINS Stockholders for each of the Condition Precedent Proposals and KINS and CXApp must obtain certain necessary regulatory approvals and satisfy certain other closing conditions. The outside date for consummation of the Merger is March 31, 2023. See “Proposal No. 1 — The Business Combination Proposal — The Merger Agreement — Closing Conditions” for more information.

Q:     WHAT HAPPENS IF THE MERGER IS NOT COMPLETED?

A:     If KINS does not complete the Merger for any reason, KINS would search for another target business with which to complete a business combination. If KINS does not complete the Business Combination or a business combination with another target business by the Liquidation Date, KINS must redeem 100% of the outstanding KINS Class A Common Stock, at a per share price, payable in cash, equal to the amount then held in the Trust Account (less income taxes paid or payable, if any, and up to $100,000 of interest to pay dissolution expenses) divided by the number of then outstanding KINS Class A Common Stock. The Sponsor has agreed to waive its liquidation rights with respect to KINS Founder Shares in the event a business combination is not effected in the required time period and, accordingly, the KINS Founder Shares will be worthless. Additionally, in the event of such liquidation, there will be no distribution with respect to KINS’ outstanding warrants. Accordingly, such warrants will expire worthless. If the Merger is not completed, the spin-off will not take place and the CXApp securities will not be distributed to Inpixon securityholders. Instead, CXApp will remain a subsidiary of Inpixon. See “Risk Factors” for more information.

QUESTIONS AND ANSWERS ABOUT THE KINS SPECIAL MEETING

Q:     WHAT AM I BEING ASKED TO VOTE ON AND WHY IS THIS APPROVAL NECESSARY?

A:     The KINS Stockholders are being asked to vote on the following proposals:

1.      the Business Combination Proposal;

2.      the Charter Amendment Proposal;

3.      the Advisory Amendment Proposals;

4.      the Director Election Proposal;

5.      the Nasdaq Proposal;

6.      the Incentive Plan Proposal; and

7.      the Adjournment Proposal.

The Merger is conditioned upon the approval of the Business Combination Proposal, the Charter Amendment Proposal, the Director Election Proposal, the Nasdaq Proposal and the Incentive Plan Proposal subject to the terms of the Merger Agreement. The Merger is not conditioned on the Advisory Amendment Proposals or the Adjournment Proposal. If the Business Combination Proposal is not approved, the other proposals (except the Adjournment Proposal) will not be presented to the KINS Stockholders for a vote.

Notwithstanding the order in which the proposals are set out herein, the KINS Board may put the above proposals in such order as it may determine at the meeting.

Q:     WHY IS KINS PROPOSING THE BUSINESS COMBINATION?

A:     KINS was incorporated to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

On December 17, 2020, KINS consummated the KINS Initial Public Offering of 27,600,000 KINS Units, which includes the full exercise by the underwriter of its over-allotment option in the amount of 3,600,000 KINS Units, at $10.10 per KINS Unit, generating gross proceeds of $278,760,000. Simultaneously with the closing of the KINS Initial Public Offering, KINS completed the private sale of 10,280,000 KINS Private Placement Warrants at a price of $1.00 per KINS Private Placement Warrant to the Sponsor and certain funds and accounts managed by BlackRock, Inc. (the “BlackRock Investors” and the BlackRock Investors, together with the Sponsor, are the “initial stockholders”), generating gross proceeds of $10,280,000. A total of $278,760,000, comprised of the proceeds from the KINS Initial Public Offering and a portion of the proceeds of the sale of the KINS Private Placement Warrants were placed in the Trust Account with Continental acting as trustee. Since the KINS Initial Public Offering, KINS’ activity has been limited to the evaluation of business combination candidates.

In the prospectus for the KINS Initial Public Offering, KINS identified certain criteria that KINS believed would be important in evaluating prospective target businesses, namely businesses that:

•        have differentiated, transformational technology with a focus on next generation network and communications technologies;

•        operate within a significant and growing addressable market with runway for further growth;

•        have a validated business model, ability to scale, and have already gained a foothold in their markets;

•        have a rapid growth and sustainable profit margin profile;

•        are ready to operate in the scrutiny of public markets, with strong management, corporate governance and reporting policies in place;

•        will likely be well received by public investors and are expected to have continued access to the public capital markets;

•        have a proven and sophisticated management team with a track record and ability to create long-term stockholder value; and

•        will provide attractive return for stockholders with reasonable and appropriate valuation expectations and significant remaining upside.

CXApp is a workplace experience platform for enterprise customers. Its technologies and solutions help enterprise customers deliver a comprehensive business journey in a ‘from-anywhere’ world for employees, partners, customers and visitors. CXApp offers mapping, augmented reality (or AR), analytics, on-device positioning (or ODP) and app technologies that aim to bring people together by building a more global, equitable sense of what it means to go to work. CXApp’s customers use our enterprise solutions in a variety of ways, including, but not limited to, workplace experience, employee engagement, desk and meeting room reservations, workplace analytics, occupancy management, content delivery, corporate communications and notifications, event management, augmented reality, live indoor mapping, wayfinding and navigation. Its enterprise app platform is the intersection of technology, intelligence, automation and experience for today’s hybrid workplace and the workplace of the future.

After considering the foregoing and the information set forth in “Proposal No. 1 — The Business Combination Proposal — The KINS Board’s Reasons for the Merger,” the KINS Board concluded that the potential benefits to KINS and the KINS Stockholders relating to the Merger outweighed the potentially negative factors relating to the Merger. Accordingly, the KINS Board determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, were advisable, fair to, and in the best interests of KINS and the KINS Stockholders.

Q:     DID THE KINS BOARD OBTAIN A THIRD-PARTY VALUATION OR FAIRNESS OPINION IN DETERMINING WHETHER OR NOT TO PROCEED WITH THE MERGER?

A:     Yes. Pursuant to the Existing Charter, and as provided in the KINS Initial Public Offering prospectus, KINS is only required to obtain an opinion from an independent investment banking firm (or another independent entity that commonly renders valuation opinions) that such an initial business combination is fair to our company from a financial point of view, if KINS would seek to complete an initial business combination with a business combination target that is affiliated with the Sponsor, or KINS’ directors or officers. No prior conflicts or affiliate relationship existed between members of the KINS Board and management, on the one hand, and CXApp, on the other hand. As such, an opinion was not required under the Existing Charter. However, the KINS Board obtained a fairness opinion from KNAV P.A. (“KNAV”), dated September 23, 2022, which provided that, as of that date and based on and subject to the assumptions, qualifications and other matters set forth therein, the consideration to be paid by KINS in the Business Combination was fair, from a financial point of view, to KINS, as opposed to only those stockholders unaffiliated with the Sponsor or its affiliates. KINS obtained such fairness opinion to (i) inform themselves with respect to all material information reasonably available to them and (ii) act with appropriate care in considering the Business Combination. See the section of this proxy statement/prospectus entitled “Proposal No. 1 — The Business Combination Proposal — Opinion of KNAV P.A.” for additional information.

Q:     DO I HAVE REDEMPTION RIGHTS?

A:     If you are a KINS Public Stockholder, you have the right to demand that KINS redeem such shares for a pro rata portion of the cash held in the Trust Account, which holds the proceeds of the KINS Initial Public Offering, calculated as of two (2) business days prior to the Closing including interest earned on the funds held in the Trust Account and not previously released to KINS to pay its tax obligations, divided by the number of then outstanding KINS Public Shares upon the Closing (such rights, “redemption rights”).

Notwithstanding the foregoing, a KINS Public Stockholder, together with any affiliate of such holder or any other person with whom such holder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from seeking redemption with respect to more than 15% of the KINS Public Shares. Accordingly, all KINS Public Shares in excess of 15% held by a KINS Public Stockholder, together with any affiliate of such holder or any other person with whom such holder is acting in concert or as a “group”, will not be redeemed.

Under the Existing Charter, the Merger may be consummated only if KINS has at least $5,000,001 of net tangible assets after giving effect to all holders of KINS Public Shares that properly demand redemption of their shares for cash. Additionally, CXApp will not be required to consummate the Merger if the Minimum Cash Condition is not met. If passed, the Charter Amendment Proposal would remove the requirement that KINS have at least $5,000,001 of net tangible assets after giving effect to the redemption of all such shares.

Q:     WILL HOW I VOTE AFFECT MY ABILITY TO EXERCISE REDEMPTION RIGHTS?

A:     No. You may exercise your redemption rights (subject to compliance with the requirements for redemption as described in “Summary — Redemption Rights”) whether you vote your KINS Public Shares for or against, or whether you abstain from voting on, the Business Combination Proposal or any other Transaction Proposal described in this proxy statement/prospectus. As a result, the Merger can be approved by KINS Stockholders who will redeem their KINS Public Shares and no longer remain KINS Stockholders and the Merger may be consummated even though the funds available from the Trust Account and the number of New CXApp Stockholders are substantially reduced as a result of redemptions by the KINS Public Stockholders. Also with fewer shares of New CXApp Common Stock, the trading market for New CXApp Common Stock may be less liquid than the market for KINS Class A Common Stock prior to the Merger and New CXApp may not be able to meet the listing standards of a national securities exchange. In addition, with fewer funds available from the Trust Account, the capital infusion from the Trust Account into New CXApp’s business will be reduced.

Q:     HOW DO I EXERCISE MY REDEMPTION RIGHTS?

A:     If you are a holder of KINS Public Shares and wish to exercise your redemption rights, you must demand that KINS redeem your shares for cash no later than the second business day preceding the vote on the Business Combination Proposal by delivering your stock to Continental, KINS’ transfer agent, physically or electronically using Depository Trust Company’s Deposit and Withdrawal at Custodian (“DWAC”) system prior to the vote at the KINS Special Meeting. Any holder of KINS Public Shares will be entitled to demand that such holder’s shares be redeemed for a full pro rata portion of the amount then in the Trust Account (which, for illustrative purposes, was, or approximately $        per share, as of            , 2023, the “KINS Record Date”). Such amount, including interest earned on the funds held in the Trust Account and not previously released to KINS to pay its franchise and income taxes, will be paid promptly upon consummation of the Merger. However, under Delaware law, the proceeds held in the Trust Account could be subject to claims which could take priority over those of the KINS Public Stockholders exercising redemption rights, regardless of whether such holders vote for or against the Business Combination Proposal. Therefore, the per-share distribution from the Trust Account in such a situation may be less than originally anticipated due to such claims.

Any request for redemption, once made by a holder of KINS Public Shares, may be withdrawn at any time up to the time at which the vote is taken with respect to the Business Combination Proposal at the KINS Special Meeting. If you deliver your shares for redemption to KINS’ transfer agent and later decide prior to the KINS Special Meeting not to elect redemption, you may simply request that KINS’ transfer agent return the shares (physically or electronically).

Any corrected or changed proxy card or written demand of redemption rights must be received by KINS’ transfer agent prior to the vote taken on the Business Combination Proposal at the KINS Special Meeting. No demand for redemption will be honored unless the holder’s stock has been delivered (either physically or electronically) to KINS’ transfer agent prior to the vote at the KINS Special Meeting.

If a holder of KINS Public Shares votes for or against the Business Combination Proposal and demand is properly made as described above, then, if the Merger is consummated, KINS will redeem these shares for a pro rata portion of funds deposited in the Trust Account. If you exercise your redemption rights, then you will be exchanging your KINS Public Shares for cash.

Holders of issued and outstanding KINS Units must elect to separate KINS Units into the underlying KINS Public Shares and KINS Public Warrants prior to exercising redemption rights with respect to the KINS Public Shares. If you hold your KINS Units in an account at a brokerage firm or bank, you must notify your broker or bank that you elect to separate the KINS Units into the underlying KINS Public Shares and KINS Public Warrants, or if you hold units registered in your own name, you must contact Continental, KINS’ transfer agent, directly and instruct them to do so. You are requested to cause your KINS Public Shares to be separated and tendered to Continental, KINS’ transfer agent, by 5:00 p.m., Eastern Time, two business days before the KINS Special Meeting in order to exercise your redemption rights with respect to your KINS Public Shares.

Q:     WHAT ARE THE U.S. FEDERAL INCOME TAX CONSEQUENCES OF EXERCISING MY REDEMPTION RIGHTS?

A:     It is expected that a U.S. Holder (as defined in the section entitled “United States Federal Income Tax Considerations”) that exercises its redemption rights to receive cash from the Trust Account in exchange for its KINS Public Shares will generally be treated as selling such KINS Public Shares resulting in the recognition of capital gain or capital loss. There may be certain circumstances, however, in which the redemption may be treated as a distribution for U.S. federal income tax purposes, depending on the amount of KINS Public Shares that such U.S. holder owns or is deemed to own (including through the ownership of warrants). For a more complete discussion of the U.S. federal income tax considerations of an exercise of redemption rights, see the section entitled “United States Federal Income Tax Considerations — Redemption of KINS Public Shares.”

Q:     DO I HAVE APPRAISAL RIGHTS IN CONNECTION WITH THE PROPOSED BUSINESS COMBINATION?

A:     No. KINS Stockholders do not have appraisal rights in connection with the Merger under the DGCL.

Q:     WHAT HAPPENS TO THE FUNDS DEPOSITED IN THE TRUST ACCOUNT AFTER CONSUMMATION OF THE MERGER?

A:     After consummation of the Merger, the funds in the Trust Account will be used to pay holders of the KINS Public Shares who exercise redemption rights, to pay fees and expenses incurred in connection with the Merger and for New CXApp’s working capital and general corporate purposes.

Q:     HOW DOES THE SPONSOR INTEND TO VOTE ON THE TRANSACTION PROPOSALS?

A:     The Sponsor owns of record and is entitled to vote an aggregate of approximately 84.39% of the outstanding shares of KINS Common Stock. The Sponsor, has agreed to vote all KINS Founder Shares and any other shares of KINS Common Stock held by it as of the KINS Record Date in favor of the Transaction Proposals. See “Proposal No. 1 — The Business Combination Proposal — Related Agreements — Summary of the Ancillary Agreements — Sponsor Support Agreement” for more information.

Q:     WHAT CONSTITUTES A QUORUM AT THE KINS SPECIAL MEETING?

A:     For each proposal, a quorum will be present at the KINS Special Meeting if one or more stockholders who together hold a majority of the voting power of the outstanding shares of each class (or group of classes voting as a single class) of KINS Common Stock entitled to vote on such proposal at the KINS Special Meeting are represented in person or by proxy at the KINS Special Meeting. Abstentions and broker non-votes will be counted as present for the purpose of determining a quorum. The Sponsor as the holder of the KINS Founder Shares currently owns approximately 84.39% of the issued and outstanding shares of KINS Common Stock and such attendance will count towards this quorum. In the absence of receipt of proxies representing a

sufficient number of shares of KINS Common Stock to approve the Business Combination Proposal, the Charter Amendment Proposals, the Advisory Amendment Proposals, the Director Election Proposal, the Nasdaq Proposal and the Incentive Plan Proposal, the chairman of the KINS Special Meeting has power to adjourn the KINS Special Meeting. As of the KINS Record Date for the KINS Special Meeting,            shares of KINS Common Stock would be required to achieve a quorum for each of the Transaction Proposals. Additionally,            shares of KINS Class A Common Stock would be required to achieve a quorum for the Charter Amendment Proposal. Accordingly, it is expected that the shares of KINS Common Stock held by Sponsor will be sufficient to establish quorum and to pass all Transaction Proposals.

Q:     WHAT VOTE IS REQUIRED TO APPROVE EACH PROPOSAL AT THE KINS SPECIAL MEETING?

A:     The Business Combination Proposal:    The affirmative vote of at least a majority of the votes cast by the KINS Stockholders present in person or represented by proxy at the KINS Special Meeting and entitled to vote thereon, assuming a quorum is present, is required to approve the Business Combination Proposal. KINS Stockholders must approve the Business Combination Proposal in order for the Merger and the other transactions contemplated by the Merger Agreement to occur. If the KINS Stockholders fail to approve the Business Combination Proposal, the Merger will not occur.

The Charter Amendment Proposal:    The affirmative vote of the (i) holders of a majority of the outstanding shares of KINS Common Stock issued and outstanding on the KINS Record Date, voting together as a single class, (ii) holders of a majority of the outstanding shares of KINS Class A Common Stock issued and outstanding on the KINS Record Date, voting separately as a class and (iii) holders of a majority of the outstanding shares of KINS Class B Common Stock issued and outstanding on the KINS Record Date, voting separately as a class, is required to approve the Charter Amendment Proposal. The Merger is conditioned upon the approval of the Charter Amendment Proposal, subject to the terms of the Merger Agreement. Notwithstanding the approval of the Charter Amendment Proposal, if the Merger is not consummated for any reason, the actions contemplated by the Director Election Proposal will not be effected.

The Advisory Amendment Proposals:    The affirmative vote of at least the holders of a majority of the outstanding shares of KINS Common Stock, voting together as a single class, assuming a quorum is present, is required to approve each of the Advisory Amendment Proposals. However, the KINS Stockholder vote regarding each of the Advisory Amendment Proposals is an advisory vote, and is not binding on KINS or the KINS Board (separate and apart from the approval of the Charter Amendment Proposal). Furthermore, the Merger is not conditioned on the separate approval of the Advisory Amendment Proposals (separate and apart from approval of the Charter Amendment Proposal). Accordingly, regardless of the outcome of the non-binding advisory vote on the Advisory Amendment Proposals, KINS intends that the Proposed Charter will take effect upon the Effective Time (assuming approval of the Charter Amendment Proposal).

The Director Election Proposal:    The affirmative vote of at least a plurality of the votes cast by the KINS Stockholders present in person or represented by proxy at the KINS Special Meeting and entitled to vote thereon, assuming a quorum is present, is required to approve the Director Election Proposal. The Merger is conditioned upon the approval of the Director Election Proposal. Notwithstanding the approval of the Director Election Proposal, if the Merger is not consummated for any reason, the actions contemplated by the Director Election Proposal will not be effected.

The Nasdaq Proposal:    The affirmative vote of at least a majority of the votes cast by the KINS Stockholders present in person or represented by proxy at the KINS Special Meeting and entitled to vote thereon, assuming a quorum is present, is required to approve the Nasdaq Proposal. The Merger is conditioned upon the approval of the Nasdaq Proposal, subject to the terms of the Merger Agreement. Notwithstanding the approval of the Nasdaq Proposal, if the Merger is not consummated for any reason, the actions contemplated by the Nasdaq Proposal will not be effected.

The Incentive Plan Proposal:    The affirmative vote of at least a majority of the votes cast by the KINS Stockholders present in person or represented by proxy at the KINS Special Meeting and entitled to vote thereon, assuming a quorum is present, is required to approve the Incentive Plan Proposal. The Merger is conditioned upon the approval of the Incentive Plan Proposal. Notwithstanding the approval of the Incentive Plan Proposal, if the Merger is not consummated for any reason, the actions contemplated by the Incentive Plan Proposal will not be effected.

The Adjournment Proposal:    The affirmative vote of at least a majority of the votes cast by KINS Stockholders present in person or represented by proxy at the KINS Special Meeting and entitled to vote thereon, assuming a quorum is present, is required to approve the Adjournment Proposal. The Merger is not conditioned upon the approval of the Adjournment Proposal. The chairman of the KINS Special Meeting has the power to adjourn the KINS Special Meeting only in the absence of receipt of proxies representing a sufficient number of shares of KINS Common Stock to approve the Business Combination Proposal, the Advisory Amendment Proposals, the Director Election Proposal, the Nasdaq Proposal and the Incentive Plan Proposal.

The Sponsor, in its capacity as a KINS stockholder, intends to vote the KINS Founder Shares owned by it in favor of each of the proposals. On June 10, 2022, in connection with the Company’s previous extension, 26,661,910 shares of Class A Common Stock (representing approximately 96.6% of the then outstanding Class A Common Stock) were tendered for redemption and redeemed, resulting in 938,090 shares of Class A Common Stock remaining. On December 9, 2022, in connection with the Company’s recent extension, 550,539 shares of Class A Common Stock (representing approximately 58.7% of the then outstanding Class A Common Stock) were tendered for redemption and redeemed, resulting in 387,551 shares of Class A Common Stock remaining. As a result, Sponsor’s 6,150,000 KINS Founder Shares currently represent approximately 84.39% of the total voting power of the Company. Accordingly, it is expected that the shares of KINS Common Stock held by Sponsor will be sufficient to establish quorum and to pass each of the proposals, including the business combination.

Q:     DO ANY OF KINS’ DIRECTORS OR OFFICERS HAVE INTERESTS IN THE MERGER THAT MAY DIFFER FROM OR BE IN ADDITION TO THE INTERESTS OF KINS STOCKHOLDERS?

A:     KINS’ executive officers and certain non-employee directors have interests in the Merger that may be different from, or in addition to, the interests of the KINS Stockholders generally. The KINS Board, including KINS’ independent directors, with their outside counsel, was aware of, reviewed and considered these interests to the extent such interests existed at the time, among other matters, in approving the Merger Agreement and in recommending that the Transaction Proposals be approved by the KINS Stockholders. See the section titled “Proposal No. 1 — The Business Combination Proposal — Interests of KINS’ Directors and Officers in the Merger” of this proxy statement/ prospectus.

For additional information regarding pre-existing relationships between certain of the parties to the Merger Agreement and certain of their affiliates, see “Risk Factors — Risks Relating to the Merger and KINS — Since the Sponsor and KINS’ directors and executive officers have interests that are different, or in addition to (and which may conflict with), the interests of KINS Stockholders, a conflict of interest may have existed in determining whether the Merger with CXApp is appropriate as our initial business combination. Such interests include that Sponsor will lose its entire investment in us if our business combination is not completed.”

Q:     WHAT DO I NEED TO DO NOW?

A:     After carefully reading and considering the information contained in this proxy statement/prospectus, please submit your proxies as soon as possible so that your shares will be represented at the KINS Special Meeting. Please follow the instructions set forth on the proxy card or on the voting instruction form provided by your broker, bank or other nominee if your shares are held in the name of your broker, bank or other nominee.

Q:     HOW DO I VOTE?

A:     If you are a KINS Stockholders of record of KINS as of            , 2023, the KINS Record Date, you may submit your proxy before the KINS Special Meeting in any of the following ways:

•        use the toll-free number shown on your proxy card;

•        visit the website shown on your proxy card to vote via the Internet; or

•        complete, sign, date and return the enclosed proxy card in the enclosed postage-paid envelope.

If you are a KINS Stockholder of record of KINS as of the KINS Record Date, you may also cast your vote virtually at the KINS Special Meeting.

If your shares are held in “street name” through a broker, bank or other nominee, your broker, bank or other nominee will send you separate instructions describing the procedure for voting your shares. “Street name” KINS Stockholders who wish to vote at the KINS Special Meeting will need to obtain a proxy form from their broker, bank or other nominee.

Q:     WHEN AND WHERE IS THE KINS SPECIAL MEETING?

A:     The KINS Special Meeting of KINS Stockholders will be held on            , 2023, at San Francisco time. In light of the COVID-19 pandemic and to protect the health of the KINS Stockholders and the community, the KINS Special Meeting will be a completely virtual meeting of the KINS Stockholders conducted via live audio webcast. You will be able to attend the KINS Special Meeting by visiting https://www.cstproxy.com/kinstechnologygroupinc/sm2023 and entering your control number as further explained in the accompanying proxy statement/prospectus. All the KINS Stockholders as of the KINS Record Date, or their duly appointed proxies, may attend the KINS Special Meeting.

Q:    IF MY SHARES ARE HELD IN “STREET NAME” BY A BROKER, BANK OR OTHER NOMINEE, WILL MY BROKER, BANK OR OTHER NOMINEE VOTE MY SHARES FOR ME?

A:     If your shares are held in “street name” in a stock brokerage account or by a broker, bank or other nominee, you must provide the record holder of your shares with instructions on how to vote your shares. Please follow the voting instructions provided by your broker, bank or other nominee. Please note that you may not vote shares held in “street name” by returning a proxy card directly to KINS or by voting virtually at the KINS Special Meeting unless you provide a “legal proxy”, which you must obtain from your broker, bank or other nominee. In addition to such legal proxy, if you plan to attend the KINS Special Meeting, but are not a KINS Stockholder of record because you hold your shares in “street name”, please bring evidence of your beneficial ownership of your shares (e.g., a copy of a recent brokerage statement showing the shares) and valid photo identification with you to the KINS Special Meeting.

If you are a KINS Stockholder holding your shares in “street name” and you do not instruct your broker, bank or other nominee on how to vote your shares, your broker, bank or other nominee will not vote your shares on the Business Combination Proposal, the Director Election Proposal, the Nasdaq Proposal, the Incentive Plan Proposal or the Adjournment Proposal. Such broker non-votes will have no effect on such proposals, except for the Charter Amendment Proposal and the Advisory Amendment Proposals for which a broker non-vote will be the equivalent of a vote “AGAINST” such proposals.

Q:     WHAT IF I ATTEND THE KINS SPECIAL MEETING AND ABSTAIN OR DO NOT VOTE?

A:     For purposes of the KINS Special Meeting, an abstention occurs when a KINS Stockholder attends the meeting and does not vote or returns a proxy with an “abstain” vote.

If you are a KINS Stockholder that attends the KINS Special Meeting and fails to vote on the Business Combination Proposal, the Advisory Amendment Proposals, the Director Election Proposal, the Nasdaq Proposal, the Incentive Plan Proposal or the Adjournment Proposal, or if you respond to such proposals with an “abstain” vote, your failure to vote or “abstain” vote in each case will have no effect on such proposals, except for the Charter Amendment Proposal for which your failure to vote will be the equivalent of a vote “AGAINST” such proposal.

Q:     WHAT WILL HAPPEN IF I RETURN MY PROXY CARD WITHOUT INDICATING HOW TO VOTE?

A:     If you sign and return your proxy card without indicating how to vote on any particular Transaction Proposal, the KINS Common Stock represented by your proxy will be voted as recommended by the KINS Board with respect to that Transaction Proposal.

Q:     MAY I CHANGE MY VOTE AFTER I HAVE DELIVERED MY PROXY OR VOTING INSTRUCTION CARD?

A:     Yes. You may change your vote at any time before your proxy is voted at the KINS Special Meeting. You may do this in one of three ways:

•        filing a notice with the corporate secretary of KINS;

•        properly submitting a new, subsequently dated proxy card; or

•        by attending the KINS Special Meeting virtually and electing to vote your shares.

If you are a KINS Stockholder of record and you choose to send a written notice or to mail a new proxy, you must submit your notice of revocation or your new proxy to c/o KINS Technology Group Inc., Four Palo Alto Square, Suite 200, 3000 El Camino Real, Palo Alto, CA 94306, and it must be received at any time before the vote is taken at the KINS Special Meeting. Any proxy that you submitted may also be revoked by submitting a new proxy by mail, or online or by telephone, not later than            , San Francisco time, on            , 2023, or by voting virtually at the KINS Special Meeting. Simply attending the KINS Special Meeting will not revoke your proxy. If you have instructed a broker, bank or other nominee to vote your shares of KINS Common Stock, you must follow the directions you receive from your broker, bank or other nominee in order to change or revoke your vote.

Q:     WHAT HAPPENS IF I FAIL TO TAKE ANY ACTION WITH RESPECT TO THE KINS SPECIAL MEETING?

A:     If you fail to take any action with respect to the KINS Special Meeting and the Merger is approved by the KINS Stockholders and consummated, you will continue to be a stockholder of New CXApp. If you fail to take any action with respect to the KINS Special Meeting and the Merger is not approved, you will continue to be a KINS Stockholder of KINS while KINS searches for another target business with which to complete a business combination.

Q:     WHAT SHOULD I DO IF I RECEIVE MORE THAN ONE SET OF VOTING MATERIALS?

A:     KINS Stockholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered under more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your shares.

Q:     WHOM SHOULD I CONTACT IF I HAVE ANY QUESTIONS ABOUT THE PROXY MATERIALS OR VOTING?

A:     If you have any questions about the proxy materials, need assistance submitting your proxy or voting your shares or need additional copies of this proxy statement/prospectus or the enclosed proxy card, you should contact Morrow Sodali, KINS’ proxy solicitor, as set forth below:

Morrow Sodali LLC
333 Ludlow Street, 5th Floor, South Tower
Stamford, CT 06902
Telephone: (800) 662-5200
(banks and brokers can call collect at (203) 658-9400)
Email: KINZ.info@investor.morrowsodali.com

RISK FACTORS

In addition to the other information contained in this proxy statement/prospectus, the following risks have the potential to impact the business and operations of CXApp, KINS and New CXApp. These risk factors are not exhaustive and all investors are encouraged to perform their own investigation with respect to the business, financial condition and prospects of CXApp, KINS, New CXApp and the Merger. The occurrence of any of the following risks or additional risks and uncertainties not presently known to us or that we currently believe are immaterial could have a material adverse effect on our business, financial condition, results of operations and future growth prospects.

Risks Related to the Business of CXApp

You should carefully consider the risks and uncertainties described below, together with the information included elsewhere in this proxy statement/prospectus. The risks and uncertainties described below are those that we have identified as material but are not the only risks and uncertainties facing us. Our business is also subject to general risks and uncertainties that affect many other companies, such as market conditions, economic conditions, geopolitical events, changes in laws, regulations or accounting rules, fluctuations in interest rates, terrorism, wars or conflicts, major health concerns, natural disasters or other disruptions of expected business conditions. Additional risks and uncertainties not currently known to us or that we currently believe are immaterial also may impair our business, including our results of operations, liquidity and financial condition.

Unless the context otherwise requires, all references in this subsection to the “Company,” “we,” “us” or “our” refer to CXApp prior to the consummation of the Merger.

We have a history of operating losses and there is no assurance that we will ever be able to earn sufficient revenue to achieve profitability or raise additional financing to successfully operate our business plan.

We have a history of operating losses and may not earn sufficient revenue to support our operations. We have incurred recurring net losses of approximately $41.9 million and $12.9 million for the fiscal years ended 2021 and 2020, respectively, and net losses of approximately $23.6 million and $16.5 million for the six months ended September 30, 2022 and 2021, respectively. Our continuation is dependent upon attaining and maintaining profitable operations and raising additional capital as needed, but there can be no assurance that we will be able to raise any further financing.

Our ability to generate positive cash flow from operations is dependent upon sustaining certain cost reductions and generating sufficient revenues. Our operations have primarily been funded by our previous parent company with proceeds from public and private offerings of capital stock and secured and unsecured debt instruments. Based on our current business plan, we may need additional capital to support our operations, which may be satisfied with additional debt or equity financings. Future financings through equity offerings by us will be dilutive to existing stockholders. In addition, the terms of securities we may issue in future capital transactions may be more favorable to new investors than our current investors. Newly issued securities may include preferences, superior voting rights, and the issuance of warrants or other derivative securities. We may also issue incentive awards under our equity incentive plans, which may have additional dilutive effects. We may also be required to recognize non-cash expenses in connection with certain securities we may issue in the future such as convertible notes and warrants, which would adversely impact our financial condition and results of operations. Our ability to obtain needed financing may be impaired by factors, including the condition of the economy and capital markets, both generally and specifically in our industry, and the fact that we are not profitable, which could affect the availability or cost of future financing. If the amount of capital we are able to raise from financing activities, together with our revenues from operations, is not sufficient to satisfy our capital needs, we may need to reduce our operations by, for example, selling certain assets or business segments.

Failure to manage or protect growth may be detrimental to our business because our infrastructure may not be adequate for expansion.

Our corporate strategy contemplates potential future acquisitions and to the extent we acquire other businesses, we will also need to integrate and assimilate new operations, technologies and personnel. The integration of new personnel will continue to result in some disruption to ongoing operations. The ability to effectively manage growth in a rapidly evolving market requires effective planning and management processes. We will need to continue to improve operational, financial and managerial controls, reporting systems and procedures, and will need to continue

to expand, train and manage our work force. There can be no assurance that we would be able to accomplish such an expansion on a timely basis. If we are unable to effect any required expansion and is unable to perform its contracts on a timely and satisfactory basis, its reputation and eligibility to secure additional contracts in the future could be damaged. The failure to perform could also result in contract terminations and significant liability. Any such result would adversely affect our business and financial condition.

We will need to increase the size of our organization, and we may experience difficulties in managing growth, which could hurt our financial performance.

In order to manage our future growth, we will need to continue to improve our management, operational and financial controls and our reporting systems and procedures. All of these measures will require significant expenditures and will demand the attention of management. If we do not continue to enhance our management personnel and our operational and financial systems and controls in response to growth in our business, we could experience operating inefficiencies that could impair our competitive position and could increase our costs more than we had planned. If we are unable to manage growth effectively, our business, financial condition and operating results could be adversely affected.

Our business depends on experienced and skilled personnel, and if we are unable to attract and integrate skilled personnel, it will be more difficult for us to manage our business and complete contracts.

The success of our business depends on the skill of our personnel. Accordingly, it is critical that we maintain, and continue to build, a highly experienced management team and specialized workforce, including those who create software programs and sales professionals. Competition for personnel with skill sets specific to our industry is high, and identifying candidates with the appropriate qualifications can be costly and difficult. We may not be able to hire the necessary personnel to implement our business strategy given our anticipated hiring needs, or we may need to provide higher compensation or more training to our personnel than we currently anticipate.

Our business is labor intensive and our success depends on our ability to attract, retain, train and motivate highly skilled employees, including employees who may become part of our organization in connection with our acquisitions. The increase in demand for consulting, technology integration and managed services has further increased the need for employees with specialized skills or significant experience in these areas. Our ability to expand our operations will be highly dependent on our ability to attract a sufficient number of highly skilled employees and to retain our employees and the employees of companies that we have acquired. We may not be successful in attracting and retaining enough employees to achieve our desired expansion or staffing plans. Furthermore, the industry turnover rates for these types of employees are high and we may not be successful in retaining, training or motivating our employees. Any inability to attract, retain, train and motivate employees could impair our ability to adequately manage and complete existing projects and to accept new customer engagements. Such inability may also force us to increase our hiring of independent contractors, which may increase our costs and reduce our profitability on customer engagements. We must also devote substantial managerial and financial resources to monitoring and managing our workforce. Our future success will depend on our ability to manage the levels and related costs of our workforce.

In the event we are unable to attract, hire and retain the requisite personnel and subcontractors, we may experience delays in completing contracts in accordance with project schedules and budgets, which may have an adverse effect on our financial results, harm our reputation and cause us to curtail our pursuit of new contracts. Further, any increase in demand for personnel may result in higher costs, causing us to exceed the budget on a contract, which in turn may have an adverse effect on our business, financial condition and operating results and harm our relationships with our customers.

Any future acquisitions that we may make could disrupt our business, cause dilution to our stockholders and harm our business, financial condition or operating results.

If we are successful in consummating acquisitions, those acquisitions could subject us to a number of risks, including, but not limited to:

•        the purchase price we pay and/or unanticipated costs could significantly deplete our cash reserves or result in dilution to our existing stockholders;

•        we may find that the acquired company or technologies do not improve our market position as planned;

•        we may have difficulty integrating the operations and personnel of the acquired company, as the combined operations will place significant demands on our management, technical, financial and other resources;

•        key personnel and customers of the acquired company may terminate their relationships with the acquired company as a result of the acquisition;

•        we may experience additional financial and accounting challenges and complexities in areas such as tax planning and financial reporting;

•        we may assume or be held liable for risks and liabilities (including environmental-related costs) as a result of our acquisitions, some of which we may not be able to discover during our due diligence investigation or adequately adjust for in our acquisition arrangements;

•        our ongoing business and management’s attention may be disrupted or diverted by transition or integration issues and the complexity of managing geographically or culturally diverse enterprises;

•        we may incur one-time write-offs or restructuring charges in connection with the acquisition;

•        we may acquire goodwill and other intangible assets that are subject to amortization or impairment tests, which could result in future charges to earnings; and

•        we may not be able to realize the cost savings or other financial benefits we anticipated.

We cannot assure you that, following any acquisition, our continued business will achieve sales levels, profitability, efficiencies or synergies that justify the acquisition or that the acquisition will result in increased earnings for us in any future period. These factors could have a material adverse effect on our business, financial condition and operating results.

Insurance and contractual protections may not always cover lost revenue, increased expenses or liquidated damages payments, which could adversely affect our financial results.

Although we maintain insurance and intend to obtain warranties from suppliers, obligate subcontractors to meet certain performance levels and attempt, where feasible, to pass risks we cannot control to our customers, the proceeds of such insurance or the warranties, performance guarantees or risk sharing arrangements may not be adequate to cover lost revenue, increased expenses or liquidated damages payments that may be required in the future.

We may be subject to damages resulting from claims that we or our employees have wrongfully used or disclosed alleged trade secrets of their former employers.

We may be subject to claims that we and our employees may have inadvertently or otherwise used or disclosed trade secrets or other proprietary information of former employers or competitors. Litigation may be necessary to defend against these claims. We may be subject to unexpected claims of infringement of third party intellectual property rights, either for intellectual property rights of which we are not aware, or for which we believe are invalid or narrower in scope than the accusing party. Even if we are successful in defending against these claims, litigation could result in substantial costs and be a distraction to management. If we fail in defending such claims, in addition to paying money claims, we may lose valuable intellectual property rights or personnel or be enjoined from selling certain products or providing certain services. A loss of key research personnel or their work product could hamper or prevent our ability to commercialize certain products, which could severely harm our business.

Adverse judgments or settlements in legal proceedings could materially harm our business, financial condition, operating results and cash flows.

We may be a party to claims that arise from time to time in the ordinary course of our business, which may include those related to, for example, contracts, sub-contracts, protection of confidential information or trade secrets, adversary proceedings arising from customer bankruptcies, employment of our workforce and immigration requirements or compliance with any of a wide array of state and federal statutes, rules and regulations that pertain to different aspects of our business. We may also be required to initiate expensive litigation or other proceedings

to protect our business interests. There is a risk that we will not be successful or otherwise be able to satisfactorily resolve any such claims or litigation. In addition, litigation and other legal claims are subject to inherent uncertainties. Those uncertainties include, but are not limited to, litigation costs and attorneys’ fees, unpredictable judicial or jury decisions and the differing laws and judicial proclivities regarding damage awards among the states in which we operate. Unexpected outcomes in such legal proceedings, or changes in management’s evaluation or predictions of the likely outcomes of such proceedings (possibly resulting in changes in established reserves), could have a material adverse effect on our business, financial condition, results of operations and cash flows. Due to recurring losses and net capital deficiency, our current financial status may increase our default and litigation risks and may make us more financially vulnerable in the face of threatened litigation.

The loss of key personnel may adversely affect our operations.

Our success depends to a significant extent upon the operation, experience, and continued services of certain of our officers, and other key personnel. While our key personnel are employed under employment contracts, there is no assurance we will be able to retain their services. The loss of our key personnel could have an adverse effect on us. If certain of our executive officers were to leave we would face substantial difficulty in hiring a qualified successor and could experience a loss in productivity while any successor obtains the necessary training and experience. Furthermore, we do not maintain “key person” life insurance on the lives of any executive officer and their death or incapacity would have a material adverse effect on us. The competition for qualified personnel is intense, and the loss of services of certain key personnel could adversely affect our business.

Internal system or service failures could disrupt our business and impair our ability to effectively provide our services and products to our customers, which could damage our reputation and adversely affect our revenues and profitability.

Any system or service disruptions, on our hosted cloud infrastructure or those caused by ongoing projects to improve our information technology systems and the delivery of services, if not anticipated and appropriately mitigated, could have a material adverse effect on our business including, among other things, an adverse effect on our ability to bill our customers for work performed on our contracts, collect the amounts that have been billed and produce accurate financial statements in a timely manner. We are also subject to systems failures, including network, software or hardware failures, whether caused by us, third-party service providers, cyber security threats, natural disasters, power shortages, terrorist attacks or other events, which could cause loss of data and interruptions or delays in our business, cause us to incur remediation costs, subject us to claims and damage our reputation. In addition, the failure or disruption of our communications or utilities could cause us to interrupt or suspend our operations or otherwise adversely affect our business. Our property and business interruption insurance may be inadequate to compensate us for all losses that may occur as a result of any system or operational failure or disruption and, as a result, our future results could be adversely affected.

Systems failures could damage our reputation and adversely affect our revenues and profitability.

Many of the systems and networks that we develop, install and maintain for our customers on premise or host on our infrastructure involve managing and protecting confidential information and other sensitive corporate and government information. While we have programs designed to comply with relevant privacy and security laws and restrictions, if a system or network that we develop, install or maintain were to fail or experience a security breach or service interruption, whether caused by us, third-party service providers, cyber security threats or other events, we may experience loss of revenue, remediation costs or face claims for damages or contract termination. Any such event could cause serious harm to our reputation and prevent us from having access to or being eligible for further work on such systems and networks. Our errors and omissions liability insurance may be inadequate to compensate us for all of the damages that we may incur and, as a result, our future results could be adversely affected.

We may enter into joint venture, teaming and other arrangements, and these activities involve risks and uncertainties. A failure of any such relationship could have material adverse results on our business and results of operations.

We may enter into joint venture, teaming and other arrangements. These activities involve risks and uncertainties, including the risk of the joint venture or applicable entity failing to satisfy its obligations, which may result in certain liabilities to us for guarantees and other commitments, the challenges in achieving strategic

objectives and expected benefits of the business arrangement, the risk of conflicts arising between us and our partners and the difficulty of managing and resolving such conflicts, and the difficulty of managing or otherwise monitoring such business arrangements. A failure of our business relationships could have a material adverse effect on our business and results of operations.

Our business and operations expose us to numerous legal and regulatory requirements and any violation of these requirements could harm our business.

We are subject to numerous federal, state and foreign legal requirements on matters as diverse as data privacy and protection, employment and labor relations, immigration, taxation, anticorruption, import/ export controls, trade restrictions, internal control and disclosure control obligations, securities regulation and anti-competition. Compliance with diverse and changing legal requirements is costly, time-consuming and requires significant resources. We are also focused on expanding our business in certain identified growth areas, such as health information technology, energy and environment, which are highly regulated and may expose us to increased compliance risk. Violations of one or more of these diverse legal requirements in the conduct of our business could result in significant fines and other damages, criminal sanctions against us or our officers, prohibitions on doing business and damage to our reputation. Violations of these regulations or contractual obligations related to regulatory compliance in connection with the performance of customer contracts could also result in liability for significant monetary damages, fines and/or criminal prosecution, unfavorable publicity and other reputational damage, restrictions on our ability to compete for certain work and allegations by our customers that we have not performed our contractual obligations.

If we do not adequately protect our intellectual property rights, we may experience a loss of revenue and our operations and growth prospects may be materially harmed.

We have not registered copyrights on any of the software we have developed, and while we may register copyrights in the software if needed before bringing suit for copyright infringement, such registration can introduce delays before suit of over three years and can constrain damages for infringement. We rely upon confidentiality agreements signed by our employees, consultants and third parties to protect our intellectual property. We cannot assure you that we can adequately protect our intellectual property or successfully prosecute actual or potential infringement of our intellectual property rights. In addition, we cannot assure you that others will not assert rights in, or ownership of, trademarks and other proprietary rights of ours or that we will be able to successfully resolve these types of conflicts to our satisfaction. Our failure to protect our intellectual property rights may result in a loss of revenue and could materially adversely affect our operations and financial condition.

In addition, any patents issued in the future may not provide us with any competitive advantages, and our patent applications may never be granted. The process of obtaining patent protection is expensive and time-consuming, and we may not be able to prosecute all necessary or desirable patent applications at a reasonable cost or in a timely manner. Even if issued, there can be no assurance that these patents will adequately protect our intellectual property, as the legal standards relating to the validity, enforceability and scope of protection of patent and other intellectual property rights are complex and often uncertain and are subject to change that can affect validity of patents issued under previous legal standards, particularly with respect to the law of subject matter eligibility. Our inability to protect our property rights could adversely affect our financial condition, operating results and growth prospects.

Our proprietary software is protected by common law copyright laws, as opposed to registration under copyright statutes. We have not registered copyrights on any of the proprietary software we have developed. Our performance and ability to compete are dependent to a significant degree on our proprietary technology. Common law protection may be narrower than that which we could obtain under registered copyrights. As a result, we may experience difficulty in enforcing our copyrights against certain third party infringements. As part of our confidentiality-protection procedures, we generally enter into agreements with our employees and consultants and limit access to, and distribution of, our software, documentation and other proprietary information. There can be no assurance that the steps we have taken will prevent misappropriation of our technology or that agreements entered into for that purpose will be enforceable.

The laws of other countries may afford us little or no protection of our intellectual property. We also rely on a variety of technology that we license from third parties. There can be no assurance that these third party technology licenses will continue to be available to us on commercially reasonable terms, if at all. The loss of or inability

to maintain or obtain upgrades to any of these technology licenses could result in delays in completing software enhancements and new development until equivalent technology could be identified, licensed or developed and integrated. Any such delays would materially and adversely affect our business.

The growth of our business is dependent on increasing sales to our existing customers and obtaining new customers, which, if unsuccessful, could limit our financial performance.

Our ability to increase revenues from existing customers by identifying additional opportunities to sell more of our products and services and our ability to obtain new customers depends on a number of factors, including our ability to offer high quality products and services at competitive prices, the strength of our competitors and the capabilities of our sales and marketing departments. If we are not able to continue to increase sales of our products and services to existing customers or to obtain new customers in the future, we may not be able to increase our revenues and could suffer a decrease in revenues as well.

Our competitiveness depends significantly on our ability to keep pace with the rapid changes in our industry. Failure by us to anticipate and meet our customers’ technological needs could adversely affect our competitiveness and growth prospects.

We operate and compete in an industry characterized by rapid technological innovation, changing customer needs, evolving industry standards and frequent introductions of new products, product enhancements, services and distribution methods. Our success depends on our ability to develop expertise with these new products, product enhancements, services and distribution methods and to implement solutions that anticipate and respond to rapid changes in technology, the industry, and customer needs. The introduction of new products, product enhancements and distribution methods could decrease demand for current products or render them obsolete. Sales of products and services can be dependent on demand for specific product categories, and any change in demand for or supply of such products could have a material adverse effect on our net sales if we fail to adapt to such changes in a timely manner.

There can be no assurances that consumer or commercial demand for our future products will meet, or even approach, our expectations. In addition, our pricing and marketing strategies may not be successful.

Lack of customer demand, a change in marketing strategy and changes to our pricing models could dramatically alter our financial results. Unless we are able to release location based products that meet a significant market demand, we will not be able to improve our financial condition or the results of our future operations.

If we unable to sell additional products and services to our customers and increase our overall customer base, our future revenue and operating results may suffer.

Our future success depends, in part, on our ability to expand the deployment of technologies with existing customers and finding new customers to sell our products and services to. This may require increasingly sophisticated and costly sales efforts and may not result in additional sales. In addition, the rate at which our customers purchase additional products and services, and our ability to attract new customers, depends on a number of factors, including the perceived need for indoor mapping products and services, as well as general economic conditions. If our efforts to sell additional products and services are not successful, our business may suffer.

We operate in a highly competitive market and we may be required to reduce the prices for some of our products and services to remain competitive, which could adversely affect our results of operations.

Our industry is developing rapidly and related technology trends are constantly evolving. In this environment, we face, among other things, significant price competition from our competitors. As a result, we may be forced to reduce the prices of the products and services we sell in response to offerings made by our competitors and may not be able to maintain the level of bargaining power that we have enjoyed in the past when negotiating the prices of our products and services.

Our profitability is dependent on the prices we are able to charge for our products and services. The prices we are able to charge for our products and services are affected by a number of factors, including:

•        our customers’ perceptions of our ability to add value through our products and services;

•        introduction of new products or services by us or our competitors;

•        our competitors’ pricing policies;

•        our ability to charge higher prices where market demand or the value of our products or services justifies it;

•        procurement practices of our customers; and

•        general economic and political conditions.

If we are not able to maintain favorable pricing for our products and services, our results of operations could be adversely affected.

A delay in the completion of our customers’ budget processes could delay purchases of our products and services and have an adverse effect on our business, operating results and financial condition.

We rely on our customers to purchase products and services from us to maintain and increase our earnings, and customer purchases are frequently subject to budget constraints, multiple approvals and unplanned administrative, processing and other delays. If sales expected from a specific customer are not realized when anticipated or at all, our results could fall short of public expectations and our business, operating results and financial condition could be materially adversely affected.

Digital threats such as cyber-attacks, data protection breaches, computer viruses or malware may disrupt our operations, harm our operating results and damage our reputation, and cyber-attacks or data protection breaches on our customers’ networks, or in cloud-based services provided by or enabled by us, could result in liability for us, damage our reputation or otherwise harm our business.

Despite our implementation of network security measures, the products and services we sell to customers, and our servers, data centers and the cloud based solutions on which our data, and data of our customers, suppliers and business partners are stored, are vulnerable to cyber-attacks, data protection breaches, computer viruses, and similar disruptions from unauthorized tampering or human error. Any such event could compromise our networks or those of our customers, and the information stored on our networks or those of our customers could be accessed, publicly disclosed, lost or stolen, which could subject us to liability to our customers, business partners and others, and could have a material adverse effect on our business, operating results, and financial condition and may cause damage to our reputation. Efforts to limit the ability of malicious third parties to disrupt the operations of the Internet or undermine our own security efforts may be costly to implement and meet with resistance, and may not be successful. Breaches of network security in our customers’ networks, or in cloud based services provided by or enabled by us, regardless of whether the breach is attributable to a vulnerability in our products or services, could result in liability for us, damage our reputation or otherwise harm our business.

Any failures or interruptions in our services or systems could damage our reputation and substantially harm our business and results of operations.

Our success depends in part on our ability to provide reliable remote services, technology integration and managed services to our customers. The operations of our cloud based applications and analytics are susceptible to damage or interruption from human error, fire, flood, power loss, telecommunications failure, terrorist attacks and similar events. We could also experience failures or interruptions of our systems and services, or other problems in connection with our operations, as a result of:

•        damage to or failure of our computer software or hardware or our connections;

•        errors in the processing of data by our systems;

•        computer viruses or software defects;

•        physical or electronic break-ins, sabotage, intentional acts of vandalism and similar events;

•        increased capacity demands or changes in systems requirements of our customers; and

•        errors by our employees or third-party service providers.

Any production interruptions for any reason, such as a natural disaster, epidemic, capacity shortages, or quality problems, at one of our manufacturing partners would negatively affect sales of product lines manufactured by that manufacturing partner and adversely affect our business and operating results.

Any interruptions in our systems or services could damage our reputation and substantially harm our business and results of operations. While we maintain disaster recovery plans and insurance with coverage we believe to be adequate, claims may exceed insurance coverage limits, may not be covered by insurance or insurance may not continue to be available on commercially reasonable terms.

We rely on a limited number of key customers, the importance of which may vary dramatically from year to year, and a loss of one or more of these key customers may adversely affect our operating results.

Our top three customers accounted for approximately 27% and 32% of our gross revenue during the years ended December 31, 2021 and 2020, respectively. One customer accounted for 12% of our gross revenue in 2021, and a separate customer accounted for 15% of our gross revenue in 2020 with one other customer who accounted for 10% of gross revenue in the 2020 year; however, each of these customers may or may not continue to be a significant contributor to revenue in 2022. The loss of a significant amount of business from one of our major customers would materially and adversely affect our results of operations until such time, if ever, as we are able to replace the lost business. Significant customers or projects in any one period may not continue to be significant customers or projects in other periods. To the extent that we are dependent on any single customer, we are subject to the risks faced by that customer to the extent that such risks impede the customer’s ability to stay in business and make timely payments to us.

We may need additional cash financing and any failure to obtain cash financing, could limit our ability to grow our business and develop or enhance our service offerings to respond to market demand or competitive challenges.

While we believe that we have sufficient cash funds to satisfy our working capital needs for the next 12 months, we expect that we may need to raise funds in order to continue our operations and implement our plans to grow our business. However, if we decide to seek additional capital, we may be unable to obtain financing on terms that are acceptable to us or at all. If we are unable to raise the required cash, our ability to grow our business and develop or enhance our service offerings to respond to market demand or competitive challenges could be limited.

If we cannot collect our receivables or if payment is delayed, our business may be adversely affected by our inability to generate cash flow, provide working capital or continue our business operations.

Our business depends on our ability to successfully obtain payment from our customers of the amounts they owe us for products received from us and any work performed by us. The timely collection of our receivables allows us to generate cash flow, provide working capital and continue our business operations. Our customers may fail to pay or delay the payment of invoices for a number of reasons, including financial difficulties resulting from macroeconomic conditions or lack of an approved budget. An extended delay or default in payment relating to a significant account will have a material and adverse effect on the aging schedule and turnover days of our accounts receivable. If we are unable to timely collect our receivables from our customers for any reason, our business and financial condition could be adversely affected.

If our products fail to satisfy customer demands or to achieve increased market acceptance our results of operations, financial condition and growth prospects could be materially adversely affected.

The market acceptance of our products are critical to our continued success. Demand for our products is affected by a number of factors beyond our control, including continued market acceptance, the timing of development and release of new products by competitors, technological change, and growth or decline in the mobile device management market. We expect the proliferation of mobile devices to lead to an increase in the data security

demands of our customers, and our products may not be able to scale and perform to meet those demands. If we are unable to continue to meet customer demands or to achieve more widespread market acceptance of these products, our business operations, financial results and growth prospects will be materially and adversely affected.

Defects, errors, or vulnerabilities in our products or services or the failure of such products or services to prevent a security breach, could harm our reputation and adversely affect our results of operations.

Because our location based security products and services are complex, they have contained and may contain design or manufacturing defects or errors that are not detected until after their commercial release and deployment by customers. Defects may cause such products to be vulnerable to advanced persistent threats (“APTs”) or security attacks, cause them to fail to help secure information or temporarily interrupt customers’ networking traffic. Because the techniques used by hackers to access sensitive information change frequently and generally are not recognized until launched against a target, we may be unable to anticipate these techniques and provide a solution in time to protect customers’ data. In addition, defects or errors in our subscription updates or products could result in a failure to effectively update customers’ hardware products and thereby leave customers vulnerable to APTs or security attacks.

Any defects, errors or vulnerabilities in our products could result in:

•        expenditure of significant financial and product development resources in efforts to analyze, correct, eliminate, or work-around errors or defects or to address and eliminate vulnerabilities;

•        delayed or lost revenue;

•        loss of existing or potential customers or partners;

•        increased warranty claims compared with historical experience, or increased cost of servicing warranty claims, either of which would adversely affect gross margins; and

•        litigation, regulatory inquiries, or investigations that may be costly and harm our reputation.

Our current research and development efforts may not produce successful products or features that result in significant revenue, cost savings or other benefits in the near future. If we do not realize significant revenue from our research and development efforts, our business and operating results could be adversely affected.

Developing products and related enhancements in our field is expensive. Investments in research and development may not result in significant design improvements, marketable products or features or may result in products that are more expensive than anticipated. We may not achieve the cost savings or the anticipated performance improvements expected, and we may take longer to generate revenue from products in development, or generate less revenue than expected.

Our future plans include significant investments in research and development and related product opportunities. Our management believes that we must continue to dedicate a significant amount of resources to research and development efforts to maintain a competitive position. However, we may not receive significant revenue from these investments in the near future, or these investments may not yield the expected benefits, either of which could adversely affect our business and operating results.

Global events such as the lasting impact of the COVID-19 pandemic and other general economic factors may impact our results of operations.

While the impact of the COVID-19 pandemic is generally subsiding, the lasting impact on our business and results of operations continues to remain uncertain. While we were able to continue operations remotely throughout the pandemic, we have and may continue to see a continued impact of the pandemic in the deployment and implementation of our products and services as return to office initiatives remain ongoing. In addition, other global events, such as the recent military conflict between Russian and Ukraine and other general economic factors that are beyond our control beyond our control may impact our results of operations. These factors can include interest rates; recession; inflation; unemployment trends; the threat or possibility of war, terrorism or other global or national unrest; political or financial instability; and other matters that influence our customers spending. Increasing volatility in financial markets and changes in the economic climate could adversely affect our results of operation. While we

have been able to realize growth in the six months ended September 30, 2022 as compared to the same periods in 2021, the impact that these global events will have on general economic conditions is continuously evolving and the ultimate impact that they will have on our results of operations continues to remain uncertain. There are no assurances that we will be able to continue to experience the same growth or not be materially adversely effected.

Our international business exposes us to geo-political and economic factors, legal and regulatory requirements, public health and other risks associated with doing business in foreign countries.

We provide our products and services to customers worldwide. These risks differ from and potentially may be greater than those associated with our domestic business.

Our international business is sensitive to changes in the priorities and budgets of international customers and geo-political uncertainties, which may be driven by changes in threat environments and potentially volatile worldwide economic conditions, various regional and local economic and political factors, risks and uncertainties, as well as U.S. foreign policy.

Our international sales are also subject to local government laws, regulations and procurement policies and practices, which may differ from U.S. Government regulations, including regulations relating to import- export control, investments, exchange controls and repatriation of earnings, as well as to varying currency, geo-political and economic risks. Our international contracts may include industrial cooperation agreements requiring specific in-country purchases, manufacturing agreements or financial support obligations, known as offset obligations, and provide for penalties if we fail to meet such requirements. Our international contracts may also be subject to termination at the customer’s convenience or for default based on performance, and may be subject to funding risks. We also are exposed to risks associated with using foreign representatives and consultants for international sales and operations and teaming with international subcontractors, partners and suppliers in connection with international programs. As a result of these factors, we could experience award and funding delays on international programs and could incur losses on such programs, which could negatively affect our results of operations and financial condition.

We are also subject to a number of other risks including:

•        the absence in some jurisdictions of effective laws to protect our intellectual property rights;

•        multiple and possibly overlapping and conflicting tax laws;

•        restrictions on movement of cash;

•        the burdens of complying with a variety of national and local laws;

•        political instability;

•        currency fluctuations;

•        longer payment cycles;

•        restrictions on the import and export of certain technologies;

•        price controls or restrictions on exchange of foreign currencies; and

•        trade barriers.

In addition, our international operations (or those of our business partners) could be subject to natural disasters such as earthquakes, tsunamis, flooding, typhoons and volcanic eruptions that disrupt manufacturing or other operations. There may be conflict or uncertainty in the countries in which we operate, including public health issues (for example, an outbreak of a contagious disease such as 2019-Novel Coronavirus (2019-nCoV), avian influenza, measles or Ebola), safety issues, natural disasters, fire, disruptions of service from utilities, nuclear power plant accidents or general economic or political factors. With respect to political factors, the United Kingdom’s 2016 referendum, commonly referred to as “Brexit,” has created economic and political uncertainty in the European Union. Also, the European Union’s General Data Protection Regulation imposes significant new requirements on how we collect, process and transfer personal data, as well as significant fines for non-compliance. Any of the above risks, should they occur, could result in an increase in the cost of components, production delays, general business interruptions, delays from difficulties in obtaining export licenses for certain technology, tariffs and other barriers

and restrictions, longer payment cycles, increased taxes, restrictions on the repatriation of funds and the burdens of complying with a variety of foreign laws, any of which could ultimately have a material adverse effect on our business.

Difficult conditions in the global capital markets and the economy generally may materially adversely affect our business and results of operations, and we do not expect these conditions to improve in the near future.

Our results of operations are materially affected by conditions in the global capital markets and the economy generally, both in the U.S. and elsewhere around the world. Weak economic conditions generally, sustained uncertainty about global economic conditions, or a prolonged or further tightening of credit markets could cause our customers and potential customers to postpone or reduce spending on technology products or services or put downward pressure on prices, which could have an adverse effect on our business, results of operations or cash flows. Concerns over inflation, energy costs, geopolitical issues and the availability of credit, in the U.S. have contributed to increased volatility and diminished expectations for the economy and the markets going forward. These factors, combined with volatile oil prices and wavering business and consumer confidence, have precipitated an economic slowdown and uncertain global outlook. Domestic and international equity markets have been experiencing heightened volatility and turmoil. These events and the continuing market upheavals may have an adverse effect on our business. In the event of extreme prolonged market events, such as the global economic recovery, we could incur significant losses.

Changes in U.S. administrative policy, including changes to existing trade agreements and any resulting changes in international relations, could adversely affect our financial performance and supply chain economics.

As a result of changes to U.S. administrative policy, among other possible changes, there may (i) changes to existing trade agreements; (ii) greater restrictions on free trade generally; and (iii) significant increases in tariffs on goods imported into the United States, particularly those manufactured in China. China is currently a leading global source of hardware products, including the hardware products that we use. In January 2020, the U.S. and China entered into Phase One of the Economic and Trade Agreement Between the United States of America and the People’s Republic of China (the “Phase One Trade Agreement”). The Phase One Trade Agreement takes steps to ease certain trade tensions between the U.S. and China, including tensions involving intellectual property theft and forced intellectual property transfers by China. Although the Phase One Trade Agreement is an encouraging sign of progress in the trade negotiations between the U.S. and China, questions still remain as to the enforcement of its terms, the resolution of a number of other points of dispute between the parties, and the prevention of further tensions. If the U.S.-China trade dispute re-escalates or relations between the United States and China deteriorate, these conditions could adversely affect our ability to source our hardware products and therefore our ability to manufacture our products. Our ability to manufacture our products could also be affected by economic uncertainty, in China or by our failure to establish a positive reputation and relationships in China. The occurrence of any of these events could have an adverse effect on our ability to source the components necessary to manufacture our products, which, in turn, could cause our long-term business, financial condition and operating results to be materially adversely affected.

There is also a possibility of future tariffs, trade protection measures, import or export regulations or other restrictions imposed on our products or on our customers by the United States, China or other countries that could have a material adverse effect on our business. A significant trade disruption or the establishment or increase of any tariffs, trade protection measures or restrictions could result in lost sales adversely impacting our reputation and business. A trade war, other governmental action related to tariffs or international trade agreements, changes in U.S. social, political, regulatory and economic conditions or in laws and policies governing foreign trade, manufacturing, development and investment in the territories and countries where we currently do business or any resulting negative sentiments towards the United States could adversely affect our supply chain economics, consolidated revenue, earnings and cash flow.

We intend to use and leverage open source technology in which may create risks of security weaknesses.

Some parts of our technology may be based on open-source technology. There is a risk that the development team or other third parties may intentionally or unintentionally introduce weaknesses or bugs into the core infrastructure elements of our technology solutions interfering with the use of such technology or causing loss to us.

We may not be able to develop new products or enhance our product to keep pace with our industry’s rapidly changing technology and customer requirements.

The industry in which we operate is characterized by rapid technological changes, new product introductions, enhancements, and evolving industry standards. Our business prospects depend on our ability to develop new products and applications for our technology in new markets that develop as a result of technological and scientific advances, while improving performance and cost-effectiveness. New technologies, techniques or products could emerge that might offer better combinations of price and performance than the blockchain technology solutions that are being developed by us. It is important that we anticipate changes in technology and market demand. If we do not successfully innovate and introduce new technology into our anticipated technology solutions or effectively manage the transitions of our technology to new product offerings, our business, financial condition and results of operations could be harmed.

Domestic and foreign government regulation and enforcement of data practices and data tracking technologies is expansive, broadly defined and rapidly evolving. Such regulation could directly restrict portions of our business or indirectly affect our business by constraining our customers’ use of our technology and services or limiting the growth of our markets.

Federal, state, municipal and/or foreign governments and agencies have adopted and could in the future adopt, modify, apply or enforce laws, policies, and regulations covering user privacy, data security, technologies that are used to collect, store and/or process data, and/or the collection, use, processing, transfer, storage and/or disclosure of data associated with individuals. The categories of data regulated under these laws vary widely, are often broadly defined, and subject to new applications or interpretation by regulators. The uncertainty and inconsistency among these laws, coupled with a lack of guidance as to how these laws will be applied to current and emerging indoor positioning analytics technologies, creates a risk that regulators, lawmakers or other third parties, such as potential plaintiffs, may assert claims, pursue investigations or audits, or engage in civil or criminal enforcement. These actions could limit the market for our services and technologies or impose burdensome requirements on our services and/or customers’ use of our services, thereby rendering our business unprofitable.

Some features of our services may trigger the data protection requirements of certain foreign jurisdictions, such as the EU General Data Protection Regulation (the “GDPR”), and the EU ePrivacy Directive. In addition, our services may be subject to regulation under current or future laws or regulations. For instance, the EU ePrivacy Directive is soon to be replaced in its entirety by the ePrivacy Regulation, which will bring with it an updated set of rules relevant to many aspects of our business. If our treatment of data, privacy practices or data security measures fail to comply with these current or future laws and regulations in any of the jurisdictions in which we collect and/or process information, we may be subject to litigation, regulatory investigations, civil or criminal enforcement, financial penalties, audits or other liabilities in such jurisdictions, or our customers may terminate their relationships with us. In addition, data protection laws, such as the GDPR, foreign court judgments or regulatory actions could affect our ability to transfer, process and/or receive transnational data that is critical to our operations, including data relating to users, customers, or partners outside the United States. For instance, the GDPR restricts transfers of personal data outside of the European Economic Area, including to the United States, subject to certain requirements. Such data protection laws, judgments or actions could affect the manner in which we provide our services or adversely affect our financial results if foreign customers and partners are not able to lawfully transfer data to us.

This area of the law is currently under intense government scrutiny and many governments, including the U.S. government, are considering a variety of proposed regulations that would restrict or impact the conditions under which data obtained from individuals could be collected, processed, stored, transferred, sold or shared with third parties. In addition, regulators such as the Federal Trade Commission and the California Attorney General are continually proposing new regulations and interpreting and applying existing regulations in new ways. For example, in June 2018, California passed the California Consumer Privacy Act (the “CCPA”), which provides new data privacy rights for consumers and new informational, disclosure and operational requirements for companies, effective January 2020. Fines for non-compliance may be up to $7,500 per violation. The burdens imposed by the GDPR and CCPA, and changes to existing laws or new laws regulating the solicitation, collection, processing, or sharing of personal and consumer information, and consumer protection could affect our customers’ utilization of our services and technology and could potentially reduce demand, or impose restrictions that make it more difficult or expensive for us to provide our services.

In addition, ongoing legal challenges in Europe to the mechanisms allowing companies to transfer personal data from the European Economic Area to the United States could result in further limitations on the ability to transfer data across borders, particularly if governments are unable or unwilling to reach new or maintain existing agreements that support cross-border data transfers, such as the EU-U.S. and Swiss-U.S. Privacy Shield frameworks and the European Commission’s Model Contractual Clauses, each of which are currently under particular scrutiny. Additionally, certain countries have passed or are considering passing laws requiring local data residency. The costs of compliance with, and other burdens imposed by, privacy laws, regulations and standards may limit the use and adoption of our services, reduce overall demand for our services, make it more difficult to meet expectations from or commitments to customers, lead to significant fines, penalties or liabilities for noncompliance, impact our reputation, or slow the pace at which we close sales transactions, any of which could harm our business.

Furthermore, the uncertain and shifting regulatory environment and trust climate may cause concerns regarding data privacy and may cause our customers or our customers’ customers to resist providing the data necessary to allow our customers to use our services effectively. Even the perception that the privacy of personal information is not satisfactorily protected or does not meet regulatory requirements could inhibit sales of our products or services and could limit adoption of our cloud-based solutions.

If our customers fail to abide by applicable privacy laws or to provide adequate notice and/or obtain any required consent from end users, we could be subject to litigation or enforcement action or reduced demand for our services.

Our customers utilize our services and technologies to track connected devices anonymously and we must rely on our customers to implement and administer notice and choice mechanisms required under applicable laws. If we or our customers fail to abide by these laws, it could result in litigation or regulatory or enforcement action against our customers or against us directly.

Any actual or perceived failure by us to comply with our privacy policy or legal or regulatory requirements in one or multiple jurisdictions could result in proceedings, actions or penalties against us.

Any failure or perceived failure by us to comply with federal, state or foreign laws or regulations, industry standards, contractual obligations or other legal obligations, or any actual or suspected security incident, whether or not resulting in unauthorized access to, or acquisition, release or transfer of personal data or other data, may result in governmental enforcement actions and prosecutions, private litigation, fines and penalties or adverse publicity and could cause our customers to lose trust in us, which could have an adverse effect on our reputation and business. Any inability to adequately address privacy and security concerns, even if unfounded, or comply with applicable laws, regulations, policies, industry standards, contractual obligations or other legal obligations could result in additional cost and liability to us, damage our reputation, inhibit sales and adversely affect our business.

Evolving and changing definitions of what constitutes “Personal Information” and “Personal Data” within the EU, the United States and elsewhere, may limit or inhibit our ability to operate or expand our business, including limiting technology alliance partners that may involve the sharing of data.

If we are perceived to cause, or are otherwise unfavorably associated with, violations of privacy or data security requirements, it may subject us or our customers to public criticism, financial penalties and potential legal liability. Existing and potential privacy laws and regulations concerning privacy and data security and increasing sensitivity of consumers to unauthorized processing of personal data may create negative public reactions to technologies, products and services such as ours. Public concerns regarding personal data processing, privacy and security may cause some of our customers’ end users to be less likely to visit their venues or otherwise interact with them. If enough end users choose not to visit our customers’ venues or otherwise interact with them, our customers could stop using our platform. This, in turn, may reduce the value of our service, and slow or eliminate the growth of our business, or cause our business to contract.

Around the world, there are numerous lawsuits in process against various technology companies that process personal information and personal data. If those lawsuits are successful, it could increase the likelihood that our company may be exposed to liability for our own policies and practices concerning the processing of personal data and could hurt our business. Furthermore, the costs of compliance with, and other burdens imposed by laws, regulations and policies concerning privacy and data security that are applicable to the businesses of our customers may limit the use and adoption of our technologies and reduce overall demand for it. Privacy concerns, whether or

not valid, may inhibit market adoption of our technologies. Additionally, concerns about security or privacy may result in the adoption of new legislation that restricts the implementation of technologies like ours or require us to make modifications to our existing services and technology, which could significantly limit the adoption and deployment of our technologies or result in significant expense.

Risks Related to the Merger and KINS

Unless the context otherwise requires, all references in this subsection to the “Company,” “we,” “us” or “our” refer to KINS prior to the consummation of the Merger and New CXApp following the consummation of the Merger.

Because the market price of shares of KINS Class A Common Stock will fluctuate, the CXApp equityholders cannot be sure of the value of the Merger consideration they will receive.

Upon completion of the Merger, all outstanding shares of CXApp Capital Stock will be cancelled and converted into the right to receive the applicable portion of the Aggregate Merger Consideration (with any resulting fractional share rounded down to the nearest whole number and in the order of priority as set forth in the Merger Agreement). Other than the limited adjustments described herein, the Merger consideration that CXApp equityholders will receive is a fixed number of shares of New CXApp Common Stock; it is not a number of shares with a particular fixed market value. See “Proposal No. 1 — The Business Combination Proposal — The Merger Agreement” for more information. The market value of KINS Class A Common Stock and New CXApp Common Stock at or after the Effective Time may vary significantly from their respective values on the date the Merger Agreement was executed or at other dates, including the date of the CXApp Stockholder Approval. Stock price changes may result from a variety of factors, including changes in the business, operations or prospects of KINS or CXApp, regulatory considerations, and general business, market, industry or economic conditions. Many of these factors are outside of the control of KINS and CXApp.

If the Merger is consummated, KINS Stockholders will experience dilution.

It is anticipated that, immediately following the Merger and related transactions, (1) existing KINS Public Stockholders will own approximately 6.8% of outstanding New CXApp Common Stock (excluding 13,800,000 shares of New CXApp Common Stock issuable upon the exercise of New CXApp Warrants), (2) existing equityholders of CXApp will own approximately 50.0% of outstanding New CXApp Common Stock, and (3) the Sponsor, BlackRock and related parties will own 43.2% of outstanding New CXApp Common Stock (in each case, assuming that no additional shares of KINS Class A Common Stock are redeemed in connection with the Merger). If any of the shares of KINS Class A Common Stock are redeemed in connection with the Merger, the percentage of New CXApp Common Stock held by the KINS Public Stockholders will decrease relative to the percentage held if none of the shares of KINS Class A Common Stock are redeemed. Additionally, to the extent that, following the consummation of the Merger, any of the outstanding warrants or options are exercised for shares of New CXApp Common Stock, the KINS Public Stockholders may experience substantial dilution. In addition, CXApp employees and consultants hold, and after Merger, are expected to be granted, equity awards under the Incentive Plan. You will experience additional dilution when those equity awards and purchase rights become vested and settled or exercisable, as applicable, for shares of CXApp Common Stock.

The Sponsor, CXApp, directors, officers, advisors and their affiliates may elect to purchase KINS Class A Common Stock or the KINS Public Warrants from KINS Public Stockholders, which may influence a vote on a proposed initial business combination and reduce the public “float” of the KINS Class A Common Stock.

The Sponsor, CXApp, directors, officers, advisors or their affiliates may purchase shares of KINS Class A Common Stock or the KINS Public Warrants or a combination thereof in privately negotiated transactions or in the open market either prior to or following the completion of the Merger, although they are under no obligation to do so. However, other than as expressly stated herein, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the Trust Account will be used to purchase shares of KINS Class A Common Stock or the KINS Public Warrants in such transactions.

Such a purchase may include a contractual acknowledgement that such stockholder, although still the record holder of our shares is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that the Sponsor, directors, officers, advisors or their affiliates purchase shares of KINS

Class A Common Stock in privately negotiated transactions from KINS Public Stockholders who have already elected to exercise their redemption rights, such selling stockholders would be required to revoke their prior elections to redeem their shares. The purpose of such purchases could be to vote such shares in favor of the initial business combination and thereby increase the likelihood of obtaining stockholder approval of the initial business combination, or to satisfy the Minimum Cash Condition. Any such purchases of the KINS Securities may result in the completion of our initial business combination that may not otherwise have been possible. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements.

In addition, if such purchases are made, the public “float” of KINS Class A Common Stock or the KINS Public Warrants and the number of beneficial holders of our securities may be reduced, possibly making it difficult to obtain or maintain the quotation, listing or trading of the KINS Securities on a national securities exchange.

Consistent with SEC guidance, purchases of shares by the persons described above would not be permitted to be voted for the Business Combination at the KINS stockholder meeting and could decrease the chances that the Business Combination would be approved. KINS hereby represents that any KINS Securities purchased by the Sponsor, CXApp or our or their respective directors, officers, advisors or respective affiliates in situations in which the tender offer rules restrictions on purchases would apply would not be voted in favor of approving the business combination transaction.

The Sponsor, its investors and its and their affiliates (which include members of the KINS Board and management) may receive a positive return on the 6,150,000 KINS Founder Shares owned by the Sponsor and 750,000 shares owned by the BlackRock Investors even if the KINS Public Stockholders experience a negative return on their investment after consummation of the Merger.

If KINS is able to complete the Merger (or another business combination by the Liquidation Date), the initial stockholders may receive a positive return on the 6,900,000 founder shares, including the 6,150,000 KINS Founder Shares held by the Sponsor, which were acquired for an aggregate purchase price of $25,000 prior to the KINS Initial Public Offering, even if the KINS Public Stockholders experience a negative return on their investment in KINS Common Stock and KINS Public Warrants after the consummation of the Merger. If KINS is not able to complete the Merger, the KINS Private Placement Warrants, which were purchased by the Sponsor and the BlackRock Investors from KINS for an aggregate purchase price of $10,280,000 (or $1.00 per KINS Private Placement Warrant) concurrently with completion of the KINS Initial Public Offering, will become worthless.

KINS Stockholders who redeem their KINS Class A Common Stock may continue to hold any KINS Public Warrants that they own, which will result in additional dilution to non-redeeming KINS Stockholders upon exercise of such KINS Public Warrants.

KINS Stockholders who redeem their KINS Class A Common Stock may continue to hold any KINS Public Warrants that they own at such time, which will result in additional dilution to non-redeeming holders upon exercise of such warrants. Assuming (a) all redeeming KINS Stockholders that acquired KINS Units in the KINS Initial Public Offering and continue to hold the KINS Public Warrants that were included in such KINS Units, and (b) maximum redemption of KINS Class A Common Stock held by the redeeming KINS Stockholders, 13,800,000 KINS Public Warrants would be retained by redeeming KINS Stockholders. As a result, the redeeming KINS Stockholders would hold KINS Public Warrants with an aggregate market value of $496,800, as of October 11, 2022, while non-redeeming KINS Stockholders would suffer additional dilution in their percentage ownership and voting interest of New CXApp upon exercise of the KINS Public Warrants held by redeeming KINS Stockholders.

KINS or New CXApp, as applicable, may redeem unexpired warrants prior to their exercise at a time that is disadvantageous to holders of such warrants, thereby making such warrants worthless. Additionally, the exercise price for the KINS Warrants and New CXApp Warrants is $11.50 per share and each of such warrants may expire worthless unless the KINS Class A Common Stock price or New CXApp Common Stock price, as applicable, is higher than the exercise price during the exercise period.

KINS prior to the consummation of the Merger and New CXApp following the consummation of the Merger will have the ability, subject to the limitations set forth in the applicable warrant agreement, to redeem outstanding KINS Warrants and New CXApp Warrants at any time after they become exercisable and prior to their expiration,

at a price of $0.01 per such warrant, provided that the last sale price of the KINS Class A Common Stock or New CXApp Common Stock, as applicable, equals or exceeds $18.00 per share (subject to adjustment) on each of 20 trading days within a 30 trading-day period ending on the third trading day prior to the date on which notice of such redemption is given. Historical trading prices for the KINS Class A Common Stock price have not exceeded $11.31 and as such, the KINS Warrants have not become redeemable by KINS as described above.

In the event that KINS or New CXApp, as applicable, determine to redeem the KINS Warrants and New CXApp Warrants, KINS and New CXApp will fix a date for the redemption. Notice of redemption will be mailed by first class mail, postage prepaid, by KINS or New CXApp, as applicable, not less than 30 days prior to such date to the holders of the warrants to be redeemed at their last addresses as they appear on the registration books. Any notice of redemption mailed in the manner as provided will be conclusively presumed to have been duly given whether or not the holder received such notice. Redemption of the outstanding KINS Warrants or New CXApp Warrants as described above could force holders thereof to (i) exercise such warrants and pay the exercise price therefor at a time when it may be disadvantageous for such holder to do so, (ii) sell such warrants at the then-current market price when such holder might otherwise wish to hold warrants or (iii) accept the nominal redemption price which, at the time the outstanding KINS Warrants and New CXApp Warrants are called for redemption, is likely to be substantially less than the market value of such warrants.

In addition, KINS and New CXApp, as applicable, will have the ability to redeem outstanding KINS Warrants and New CXApp Warrants at any time after they become exercisable and prior to their expiration, at a price of $0.10 per warrant, provided that the last sale price of the KINS Class A Common Stock or New CXApp Common Stock, as applicable, equals or exceeds $10.10 per share (subject to adjustment) on each of 20 trading days within a 30 trading-day period ending on the third trading day prior to the date on which notice of such redemption is given. In such a case, the holders will be able to exercise their KINS Warrants and New CXApp Warrants, as applicable, prior to redemption for a number of shares of KINS Class A Common Stock or New CXApp Common Stock, as applicable, determined based on the redemption date and the fair market value such KINS Class A Common Stock or New CXApp Common Stock. The value received upon exercise of the KINS Warrants or New CXApp Warrants (i) may be less than the value the holders would have received if they had exercised their warrants at a later time where the underlying share price is higher and (ii) may not compensate the holders for the value of the warrants, including because the number of shares received is capped at 0.361 shares of KINS Class A Common Stock or New CXApp Common Stock per warrant (subject to adjustment) irrespective of the remaining life of the warrants. Any such redemption may have similar consequences to a cash redemption described above. In addition, such redemption may occur at a time when the warrants are “out-of-the-money,” in which case holders thereof would lose any potential embedded value from a subsequent increase in the value of the New CXApp Common Stock had such warrants remained outstanding.

The market price of shares of New CXApp Common Stock after the Merger may be affected by factors different from those currently affecting the prices of shares of KINS Class A Common Stock.

Upon completion of the Merger, holders of shares of KINS Class A Common Stock will become holders of shares of New CXApp Common Stock. Prior to the Merger, KINS has had limited operations. Upon completion of the Merger, New CXApp’s results of operations will depend upon the performance of New CXApp’s businesses, which are affected by factors that are different from those currently affecting the results of operations of KINS.

Shares of post-business combination SPACs commonly decline in value for a variety of reasons. If the share price declines below the KINS Warrants and New CXApp Warrants’ exercise price of $11.50 per share, it is unlikely that the warrants will be exercised and New CXApp will be unable to raise further proceeds from the warrants.

Shares of post-business combination SPACs commonly decline in value for a variety of reasons. Because the Sponsor and Anchor Investors purchased shares at prices below the initial public offering price, they may be incentivized to sell their shares. Similarly, the CXApp Stockholders who acquired shares below market carrying cost prior to the merger may also be incentivized to sell their shares. Any resulting sales may lower the trading price of the KINS Class A Common Stock or New CXApp Common Stock, as applicable. Further, if the share price declines below the KINS Warrants and New CXApp Warrants’ exercise price of $11.50 per share, it is unlikely for the warrants to be exercised and New CXApp will be unable to raise further proceeds from the warrants.

A substantial number of KINS Public Stockholders have already redeemed their KINS Public Shares prior to the stockholder vote to extend the termination date of the SPAC. Given that many of the remaining stockholders will be subject to lock-up agreements and may not be able to sell their shares on the Nasdaq, the public float and trading volume may be very small. As a result, the trading price of the Class A common stock may be volatile.

A substantial number of KINS Public Stockholders have already redeemed their KINS Public Shares prior to the stockholder vote to extend the termination date of the SPAC. Given that many of the remaining stockholders will be subject to lock-up agreements, they may not be able to sell their shares on the Nasdaq. See “Proposal No. 1 — The Business Combination Proposal — Related Agreements — Summary of the Ancillary Agreement — Lock-Up” for more information. As a result, the public float and trading volume of KINS Class A Common Stock may be reduced, thus causing the stock price to be more volatile.

The consummation of the Merger is subject to a number of conditions and if those conditions are not satisfied or waived, the Merger Agreement may be terminated in accordance with its terms and the Merger may not be completed.

Even if the Transaction Proposals are approved by the KINS Stockholders, specified conditions must be satisfied or waived before the parties to the Merger Agreement are obligated to complete the Merger, including, among other things, the Minimum Cash Condition. KINS and CXApp may not satisfy all of the conditions to the Closing in the Merger Agreement, and, accordingly, the Merger may not be completed. If the closing conditions are not satisfied or waived, the Merger will not occur, or will be delayed pending later satisfaction or waiver, and such delay may cause KINS and CXApp to each lose some or all of the intended benefits of the Merger. In addition, the parties can mutually decide to terminate the Merger Agreement at any time prior to the Closing, or KINS or CXApp may elect to terminate the Merger Agreement in certain other circumstances. See “Proposal No. 1 — The Business Combination Proposal — The Merger Agreement — Conditions to the Obligations of Each Party”, “— Conditions to the Obligations of KINS and Merger Sub” and “— Conditions to the Obligations of CXApp” for more information.

Termination of the Merger Agreement could negatively impact CXApp and KINS.

If the Merger is not completed for any reason, including the KINS Stockholders failing to approve the Transaction Proposals, the ongoing businesses of CXApp and KINS may be adversely impacted and, without realizing any of the anticipated benefits of completing the Merger, CXApp and KINS would be subject to a number of risks, including the following:

•        CXApp or KINS may experience negative reactions from the financial markets, including negative impacts on the KINS stock price (including to the extent that the current market price reflects a market assumption that the Merger will be completed);

•        CXApp may experience negative reactions from its customers, vendors and employees;

•        CXApp and KINS will have incurred substantial expenses and will be required to pay certain costs relating to the Merger, whether or not the Merger is completed; and

•        since the Merger Agreement restricts the conduct of CXApp’s and KINS’ businesses prior to completion of the Merger, each of CXApp and KINS may not have been able to take certain actions during the pendency of the Merger that would have benefitted it as an independent company, and the opportunity to take such actions may no longer be available (see “Proposal No. 1 — The Business Combination Proposal — The Merger Agreement — Covenants of CXApp”, “— Covenants of KINS” and “— Joint Covenants of KINS and CXApp” of this proxy statement/prospectus for descriptions of the restrictive covenants applicable to CXApp and KINS).

If the Merger Agreement is terminated and the KINS Board seeks another merger or business combination, the KINS Stockholders cannot be certain that KINS will be able to find another acquisition target that would constitute a business combination that such other merger or business combination will be completed. See “Proposal No. 1: The Business Combination Proposal — The Merger Agreement — Termination.”

KINS’ and CXApp’s ability to consummate the Merger, and the operations of New CXApp following the consummation of the Merger, may be adversely affected by COVID-19.

The COVID-19 pandemic has resulted, and other infectious diseases could result, in a widespread health crisis that has and could continue to adversely affect the economies and financial markets worldwide, which may delay or prevent the consummation of the Merger, and the business of CXApp or New CXApp following the Merger could be adversely affected. The extent of any such impact will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of COVID-19 and the actions to contain COVID-19 or treat its impact, among others.

The parties will be required to consummate the Merger even if CXApp, its business, financial condition and results of operations are materially affected by COVID-19. The disruptions posed by COVID-19 have continued, and other matters of global concern may continue, for an extensive period of time, and if CXApp is unable to recover from business disruptions due to COVID-19 or other matters of global concern on a timely basis, CXApp’s ability to consummate the Merger and New CXApp’s financial condition and results of operations following the Merger may be materially adversely affected. Each of CXApp and New CXApp may also incur additional costs due to delays caused by COVID-19, which could adversely affect New CXApp’s financial condition and results of operations.

KINS and its directors are, or may in the future be, subject to claims, suits and other legal proceedings, including challenging the Merger, that may result in adverse outcomes, including preventing the Merger from becoming effective or from becoming effective within the expected time frame.

Transactions like the proposed Merger are frequently subject to litigation or other legal proceedings, including actions alleging that the KINS Board breached its fiduciary duties to the KINS Stockholders by entering into the Merger Agreement or otherwise. KINS and its directors are, or may in the future be, subject to claims, suits and other legal proceedings, including challenging the Merger. Such claims, suits and legal proceedings are inherently uncertain, and their results cannot be predicted with certainty. An adverse outcome in such legal proceedings, as well as the costs and efforts of a defense even if successful, can have an adverse impact on KINS or CXApp because of legal costs, diversion or distraction of management and other personnel, negative publicity and other factors. In addition, it is possible that a resolution of one or more such legal proceedings could result in reputational harm, liability, penalties, or sanctions, as well as judgments, consent decrees, or orders, which could in the future materially and adversely affect KINS’ or CXApp’s business, operating results and financial condition. Furthermore, one of the conditions to the completion of the Merger is there must not be in force any Governmental Order enjoining or prohibiting the consummation of the Merger (provided that the governmental authority issuing such Governmental Order has jurisdiction over the parties to the Merger Agreement and the transactions contemplated thereby). As such, if any of the plaintiffs are successful in obtaining an injunction preventing the consummation of the Merger, that injunction may prevent the Merger from becoming effective or from becoming effective within the expected time frame.

The announcement of the proposed Merger could disrupt CXApp’s relationships with its customers, suppliers, business partners and others, as well as its operating results and business generally.

Whether or not the Merger and related transactions are ultimately consummated, as a result of uncertainty related to the proposed transactions, risks related to the impact of the announcement of the Merger on CXApp’s business include the following:

•        its employees may experience uncertainty about their future roles, which might adversely affect CXApp’s ability to retain and hire key personnel and other employees; and

•        CXApp has expended and will continue to expend significant costs, fees and expenses for professional services and transaction costs in connection with the proposed Merger. its employees may experience uncertainty about their future roles, which might adversely affect CXApp’s ability to retain and hire key personnel and other employees.

If any of the aforementioned risks were to materialize, they could lead to significant costs which may impact CXApp’s results of operations and cash available to fund its business.

Since the Sponsor and KINS’ directors and executive officers have interests that are different, or in addition to (and which may conflict with), the interests of KINS Stockholders, a conflict of interest may have existed in determining whether the Merger with CXApp is appropriate as our initial business combination. Such interests include that Sponsor will lose its entire investment in us if our business combination is not completed.

When you consider the recommendation of the KINS Board in favor of approval of the Transaction Proposals in this proxy statement/prospectus, you should keep in mind that the Sponsor and KINS’ directors and executive officers have financial and other interests in the Merger that may be different from, or in addition to (and which may conflict with), those of the KINS Stockholders generally, which may result in a conflict of interest on the part of one or more of them between what they may believe is in the best interests of KINS and the KINS Stockholders and what they may believe is best for them. These interests include, among other things, the interests listed below:

•        Unless extended by KINS Stockholders, if the Merger or another business combination is not consummated by the Liquidation Date, KINS will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding KINS Class A Common Stock for cash and, subject to the approval of its remaining stockholders and the KINS Board, dissolving and liquidating. In such event, 6,900,000 founder shares, including the 6,150,000 KINS Founder Shares held by the Sponsor, which were acquired for an aggregate purchase price of $25,000 prior to the KINS Initial Public Offering, would be worthless because the holders are not entitled to participate in any redemption or distribution with respect to the KINS Founder Shares. KINS’ directors and executive officers, which include Mr. Khurram P. Sheikh, Mr. Eric Zimits, Mr. Hassan Ahmed, Ms. Di-Ann Eisnor, Mr. Camillo Martino, Mr. Atif Rafiq, and Mr. Allen Salmasi, also have an economic interest in the 6,150,000 Founder Shares owned by the Sponsor. The New CXApp Common Stock that will be received by the Sponsor upon the conversion of the KINS Founder Shares upon the Closing would have an aggregate market value of $      based upon the closing price of $             per share on Nasdaq on            , the KINS Record Date, of the KINS Class A Common Stock.

•        Except as described herein, none of KINS’ employees, executive officers or directors has received any compensation (cash or non-cash) for services rendered to KINS. KINS’ officers and directors, and their affiliates are entitled to reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on KINS’ behalf, such as identifying and investigating possible business targets and business combinations. However, if KINS fails to consummate a business combination within the required period, they will not have any claim against the Trust Account for reimbursement. Accordingly, KINS may not be able to reimburse these expenses if the merger or another business combination are not completed by the Liquidation Date.

•        The Sponsor and the BlackRock Investors purchased an aggregate of 10,280,000 KINS Private Placement Warrants from KINS for an aggregate purchase price of $10,280,000 (or $1.00 per warrant). These purchases took place on a private placement basis simultaneously with the consummation of the KINS Initial Public Offering. A portion of the proceeds KINS received from these purchases were placed in the Trust Account. Such KINS Private Placement Warrants had an aggregate market value of $             based upon the closing price of $             per warrant on Nasdaq on            , the KINS Record Date. The KINS Private Placement Warrants will become worthless if KINS does not consummate a business combination by Liquidation Date.

•        Pursuant to an indemnification agreement, the Sponsor has agreed to indemnify KINS to ensure that the proceeds in the Trust Account are not reduced below $10.10 per share of KINS Class A Common Stock, or such lesser per share of KINS Class A Common Stock amount as is in the Trust Account on the Liquidation Date, or such earlier date of liquidation of KINS, if and to the extent any claims by a vendor for services rendered or products sold to KINS, or a prospective target business with which KINS has discussed entering into a definitive agreement, reduce the amount of funds in the Trust Account, but only if such a vendor or target business has not executed a waiver of any and all rights to seek access to the Trust Account.

•        With respect to redemptions, holders of KINS Class B Common Stock may have different incentives than other KINS Stockholders with respect to the completion of any proposed business combination and/or the exercise of a right to redeem. In particular, holders of KINS Class B Common Stock are not entitled to participate in any redemption with respect to such stock. The value of the KINS Class B

Common Stock is dependent on the consummation of the Merger. In the event the Merger, or any other business combination is not consummated, the KINS Class B Common Stock would be rendered valueless. KINS Public Stockholders, on the other hand, are entitled to exercise redemption rights and receive the value of their redeemed stock even if the Merger, or a different business combination, is not completed. Therefore, the interests of KINS Public Stockholders and holders of holders of KINS Class B Common Stock may not be aligned. KINS Public Stockholders should form their own independent views as to whether or not to redeem or whether or not to vote in favor of the Transaction Proposals.

•        KINS’ existing directors and officers will be eligible for continued indemnification and continued coverage under KINS’ directors’ and officers’ liability insurance after the Merger and pursuant to the Merger Agreement.

•        Khurram P. Sheikh, Camillo Martino and Di-Ann Eisnor currently serve as directors of KINS and will be members of the New CXApp Board after the Closing. As such, in the future, Khurram P. Sheikh, Camillo Martino and Di-Ann Eisnor will receive any cash fees, stock options or stock awards that the New CXApp Board determines to pay to its non-executive directors. Khurram P. Sheikh has an economic interest in the KINS Founder Shares.

•        Given the differential in the purchase price that the Sponsor paid for the KINS Founder Shares as compared to the price of the KINS Units sold in the KINS Initial Public Offering, the Sponsor and the directors and officers of KINS who invested in the Sponsor, may earn a positive return on their investment even if the New CXApp Common Stock trades below the price initially paid for the KINS Units in the KINS Initial Public Offering and the KINS Stockholders experience a negative return following the completion of the Merger. See the risk factor entitled “— The Sponsor, its investors and its and their affiliates (which include members of the KINS Board and management) may receive a positive return on the 6,150,000 KINS Founder Shares owned by the Sponsor and 750,000 shares owned by the BlackRock Investors even if the KINS Public Stockholders experience a negative return on their investment after consummation of the Merger.”

The existence of financial and personal interests of one or more of KINS’ directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of KINS and the KINS Stockholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that the KINS Stockholders vote for the Transaction Proposals. In addition, KINS’ officers have interests in the Merger that may conflict with your interests as a KINS Stockholder. See the section entitled “Proposal No. 1 — The Business Combination Proposal — Interests of KINS’ Directors and Officers in the Merger” for a further discussion of these considerations.

The personal and financial interests of the Sponsor and KINS’ directors and officers may have influenced their motivation in identifying and selecting CXApp as a business combination target, completing an initial business combination with CXApp and influencing the operation of the business following the initial business combination. In considering the recommendations of the KINS Board to vote for the proposals, the KINS Stockholders should consider these interests.

The exercise of KINS’ directors’ and executive officers’ discretion in agreeing to changes or waivers in the terms of the Merger may result in a conflict of interest when determining whether such changes to the terms of the Merger or waivers of conditions are appropriate and in KINS Stockholders’ best interest.

In the period leading up to the Closing, events may occur that, pursuant to the Merger Agreement, may require KINS to agree to amend the Merger Agreement, consent to certain actions taken by CXApp or waive rights that KINS is entitled to under the Merger Agreement. Such events could arise because of changes in the course of CXApp’s business or a request by CXApp to undertake actions that would otherwise be prohibited by the terms of the Merger Agreement or the occurrence of other events that would have a material adverse effect on CXApp’s business and would entitle KINS to terminate the Merger Agreement. In any of such circumstances, it would be at KINS’ discretion, acting through the KINS Board, to grant its consent or waive those rights. The existence of financial and personal interests of one or more of the directors or officers described in the preceding risk factors (and described elsewhere in this proxy statement/ prospectus) may result in a conflict of interest on the part of such director(s) or officers(s) between what he, she or they may believe is best for KINS and the KINS Stockholders and what he, she or they may believe is best for himself, herself or themselves in determining whether or not to take

the requested action. As of the date of this proxy statement/prospectus, KINS does not believe there will be any changes or waivers that KINS’ directors and executive officers would be likely to make after stockholder approval of the Business Combination Proposal has been obtained. While certain changes could be made without further stockholder approval, KINS will circulate a new or amended proxy statement/prospectus and resolicit the KINS Stockholders if changes to the terms of the transaction that would have a material impact on the KINS Stockholders are required prior to the vote on the Business Combination Proposal.

The Merger will result in changes to New CXApp Board that may affect the strategy of New CXApp.

If the parties complete the Merger, the composition of the New CXApp Board will change from the current boards of directors of KINS and CXApp. The New CXApp Board will be divided into three classes and will consist of the directors elected pursuant to the Director Election Proposal, each of which will serve an initial term ending in either 2023, 2024 or 2025, and thereafter will serve a three-year term. The composition of the New CXApp Board may affect the business strategy and operating decisions of New CXApp upon the completion of the Merger.

The Merger Agreement contains provisions that may discourage other companies from trying to acquire CXApp for greater merger consideration.

The Merger Agreement contains provisions that may discourage a third party from submitting a business combination proposal to CXApp that might result in greater value to CXApp Stockholders than the Merger or may result in a potential competing acquirer proposing to pay a lower per share price to acquire CXApp than it might otherwise have proposed to pay absent such provisions. These provisions include a general prohibition on CXApp from (a) initiating any negotiations with any person with respect to, or providing any non-public information or data concerning CXApp or any of the CXApp’s subsidiaries to any person relating to, an Acquisition Proposal or afford to any person access to the business, properties, assets or personnel of CXApp or any of the CXApp’s subsidiaries in connection with an Acquisition Proposal, (b) entering into any acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to an Acquisition Proposal, (c) granting any waiver, amendment or release under any confidentiality agreement or the anti-takeover laws of any state, or (d) otherwise knowingly facilitating any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any person to make an Acquisition Proposal. The CXApp Stockholders approved the Merger by written consent on September 25, 2022. See “Proposal No. 1 — The Business Combination Proposal — The Merger Agreement — Termination.”

The Merger Agreement contains provisions that may discourage KINS from seeking an alternative business combination.

The Merger Agreement contains provisions that prohibit KINS from seeking alternative business combinations during the pendency of the Merger. Further, if KINS is unable to obtain the requisite approval of the KINS Stockholders, either party may terminate the Merger Agreement.

The historical financial results of CXApp and unaudited pro forma combined financial information included in this proxy statement/prospectus is preliminary and the actual financial condition and results of operations after the Merger may differ materially.

The historical financial results of CXApp included in this proxy statement/prospectus do not reflect the financial condition, results of operations or cash flows they would have achieved as a standalone company during the periods presented or those New CXApp will achieve in the future. This is primarily the result of the following factors: (i) New CXApp will incur additional ongoing costs as a result of the Merger, including costs related to public company reporting, investor relations and compliance with the Sarbanes-Oxley Act; and (ii) New CXApp’s capital structure will be different from that reflected in the historical financial statements of Design Reactor and subsidiaries. New CXApp’s financial condition and future results of operations could be materially different from amounts reflected in its historical financial statements included elsewhere in this proxy statement/prospectus, so it may be difficult for investors to compare New CXApp’s future results to historical results or to evaluate its relative performance or trends in its business.

Similarly, the unaudited pro forma combined financial information included in this proxy statement/prospectus is presented for illustrative purposes only and is not necessarily indicative of what CXApp’s actual financial position or results of operations would have been had the Merger been completed on the date(s) indicated. The preparation of the pro

forma financial information is based upon available information and certain assumptions and estimates that KINS and CXApp currently believe are reasonable. The unaudited pro forma combined financial information has been prepared based on a number of assumptions including, but not limited to, KINS being treated as the “acquired” company for financial reporting purposes, the total debt obligations and the amount of cash and cash equivalents of CXApp on the date the Merger closes and the number of shares of KINS Class A Common Stock that are redeemed in connection with the Merger. See “Unaudited Pro Forma Condensed Combined Financial Information” for more information.

CXApp and KINS will incur significant transaction and transition costs in connection with the Merger.

Each of KINS and CXApp has incurred and expects that it will incur significant, non-recurring costs in connection with consummating the Merger and operating as a public company following the consummation of the Merger. KINS and CXApp may also incur additional costs to retain key employees. KINS and CXApp will also incur significant legal, financial advisor, accounting, banking and consulting fees, fees relating to regulatory filings and notices, SEC filing fees, printing and mailing fees and other costs associated with the Merger, and will be for the account of the party incurring such fees, expenses and costs or paid by CXApp following the closing of the Merger. Some of these costs are payable regardless of whether the Merger is completed. See “Proposal No. 1 — The Business Combination Proposal — The Merger Agreement” for more information.

Because CXApp is not conducting an underwritten offering of its securities, no underwriter has conducted a due diligence review of CXApp’s business, operations or financial condition or reviewed the disclosure in this proxy statement/prospectus.

Section 11 of the Securities Act (“Section 11”) imposes liability on parties, including underwriters, involved in a securities offering if the registration statement contains a materially false statement or material omission. To effectively establish a due diligence defense against a cause of action brought pursuant to Section 11, a defendant, including an underwriter, carries the burden of proof to demonstrate that such party, after reasonable investigation, believed that the statements in the registration statement were free from material misstatements and omissions. In order to meet this burden of proof, underwriters in a registered offering typically conduct extensive due diligence of the registrant and vet the registrant’s disclosures in the registration statement. Such due diligence may include calls with the registrant’s management, review of material agreements, and background checks on key personnel, among other investigations.

Because CXApp intends to become publicly traded through the Merger rather than through an underwritten offering of CXApp Common Stock, no underwriter is involved in the transaction. As a result, no underwriter has conducted diligence on CXApp or KINS in order to establish a due diligence defense with respect to the disclosures presented in this proxy statement/prospectus. While sponsors, private investors and management in a business combination undertake financial, legal and other due diligence, it is not necessarily the same review or analysis that would be undertaken by an underwriter in an underwritten public offering. If such review and analysis had occurred, it is possible that certain information in this proxy statement/prospectus may have been presented in a different manner or additional information may have been presented at the request of such underwriter.

Subsequent to the consummation of the Merger and the other transactions contemplated by the Merger Agreement, New CXApp may be required to take write-downs or write-offs, or the combined company may be subject to restructuring, impairment or other charges that could have a significant negative effect on New CXApp’s financial condition, results of operations and the price of New CXApp Common Stock, which could cause you to lose some or all of your investment.

KINS and CXApp cannot assure you that the due diligence conducted in relation to CXApp has identified all material issues or risks associated with CXApp, its business or the industry in which it competes. Furthermore, KINS and CXApp cannot assure you that factors outside of CXApp’s and KINS’ control will not later arise. As a result of these factors, New CXApp may be exposed to liabilities and incur additional costs and expenses and New CXApp may be forced to later write-down or write-off assets, restructure our operations, or incur impairment or other charges that could result in New CXApp’s reporting losses. Even if KINS’ due diligence has identified certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with KINS’ preliminary risk analysis. If any of these risks materialize, this could have a material adverse effect on New CXApp’s financial condition and results of operations and could contribute to negative market perceptions about New CXApp’s securities or CXApp. Additionally, we have no indemnification rights against the CXApp Stockholders under the Merger Agreement and all of the purchase price consideration will be delivered at the Closing.

Accordingly, any KINS Stockholders or holders of KINS Warrants who choose to become New CXApp Stockholders or holders of New CXApp Warrants following the Merger could suffer a reduction in the value of their shares, warrants and units.

CXApp Stockholders and KINS Stockholders will have their rights as stockholders governed by New CXApp’s organizational documents.

As a result of the completion of the Merger, CXApp Stockholders and KINS Stockholders will become holders of shares of New CXApp Common Stock, which will be governed by New CXApp’s organizational documents. As a result, there will be differences between the rights currently enjoyed by CXApp Stockholders and KINS Stockholders and the rights that CXApp Stockholders and KINS Stockholders who become stockholders of New CXApp will have as stockholders of New CXApp. See “Comparison of Corporate Governance and Stockholders’ Rights — Comparison of Stockholders’ Rights” for more information.

KINS currently intends to only complete one business combination with the proceeds of the KINS Initial Public Offering and the sale of the KINS Private Placement Warrants, which will cause KINS to be solely dependent on CXApp’s business. This lack of diversification may negatively impact KINS’ operations and profitability.

KINS currently intends to only complete one business combination with the proceeds of the KINS Initial Public Offering and the sale of the KINS Private Placement Warrants. By completing KINS’ business combination with only a single entity our lack of diversification may subject KINS to numerous economic, competitive and regulatory risks. Further, KINS would not be able to diversify its operations or benefit from the possible spreading of risks or offsetting of losses, unlike other entities which may have the resources to complete several business combinations in different industries or different areas of a single industry. Accordingly, the prospects for KINS’ success will be solely dependent upon the business and financial performance of CXApp. This lack of diversification may subject us to numerous economic, competitive and regulatory risks, any or all of which may have a substantial adverse impact upon the particular industry in which KINS may operate subsequent to the business combination.

A provision in the warrant agreement governing the KINS Warrants could result in antidilution adjustments to the KINS Warrants in connection with the Merger and may make it more difficult for KINS to consummate the Merger.

In connection with the Merger, KINS has entered into, and may in the future enter into additional, agreements to issue shares of KINS Class A Common Stock and/or other securities. The KINS Warrants include certain antidilution protections. If (x) KINS issues additional shares of KINS Class A Common Stock or equity-linked securities for capital raising purposes in connection with the Closing of the Merger at an issue price or effective issue price of less than $9.20 per share (with such issue price or effective issue price to be determined in good faith by the KINS Board and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any KINS Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Merger on the date of the consummation of the Merger (net of redemptions), and (z) the volume weighted average trading price of our common stock during the 20 trading day period starting on the trading day prior to the day on which we consummate the Merger (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price in the KINS Warrants will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.10 per share redemption trigger in the KINS Warrants will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. Whether or not this provision would result in anti-dilution adjustments to the Warrants cannot be determined until after the consummation of the Merger. However, in the event that this provision were expected to be triggered, it could: (i) have an adverse impact on the trading price of the KINS Class A Common Stock, (ii) lead to an increase in the number of redemptions of KINS Class A Common Stock and (iii) make it more difficult for us to consummate the Merger.

If third parties bring claims against KINS, the proceeds held in the Trust Account could be reduced and the per share redemption amount received by stockholders may be less than $10.10 per share (which was the offering price per KINS Unit in the KINS Initial Public Offering).

KINS’ placing of funds in the Trust Account may not protect those funds from third-party claims against it. Although KINS will seek to have all vendors, service providers (other than its independent registered public accounting firm), prospective target businesses or other entities with which KINS does business execute agreements

with KINS waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account, there is no guarantee that they will execute such agreements or even if they execute such agreements that they would be prevented from bringing claims against the Trust Account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against KINS’ assets, including the funds held in the Trust Account. If any third party refuses to execute an agreement waiving such claims to the monies held in the Trust Account, our management will perform an analysis of the alternatives available to it and will enter into an agreement with a third party that has not executed a waiver only if management believes that such third party’s engagement would be significantly more beneficial to KINS than any alternative.

Examples of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third-party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with KINS and will not seek recourse against the Trust Account for any reason. Upon redemption of our shares of KINS Class A Common Stock, if we do not complete our initial business combination within the prescribed timeframe, or upon the exercise of a redemption right in connection with our initial business combination, we will be required to provide for payment of claims of creditors that were not waived that may be brought against us within the ten years following redemption. Accordingly, the per-share redemption amount received by KINS Public Stockholders could be less than the $10.10 per share initially held in the Trust Account, due to claims of such creditors. The Sponsor has agreed that it will be liable to us if and to the extent any claims by a third party for services rendered or products sold to us, or a prospective target business with which we have entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.10 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.10 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the underwriter of this offering against certain liabilities, including liabilities under the Securities Act. However, we have not asked the Sponsor to reserve for such indemnification obligations, nor have we independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Sponsor’s only assets are securities of our company. Therefore, we cannot assure you that the Sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully made against the Trust Account, the funds available for our initial business combination and redemptions could be reduced to less than $10.10 per public share. In such event, we may not be able to complete our initial business combination, and you would receive such lesser amount per share in connection with any redemption of your shares of KINS Class A Common Stock. None of our officers, directors or members of the Sponsor will indemnify us for claims by third parties including, without limitation claims by vendors and prospective target businesses.

The KINS Warrants are accounted for as liabilities and the changes in value of such warrants could have a material effect on New CXApp financial results following the Merger.

On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the SEC together issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies” (the “SEC Statement”), wherein it expressed its view that certain terms and conditions common to special purpose acquisition company (“SPAC”) warrants may require the warrants to be classified as liabilities on the its balance sheet as opposed to being treated as equity. Specifically, the SEC Statement focused on certain settlement terms and provisions related to certain tender offers following a business combination, which terms are similar to those contained in the warrant agreement governing the KINS Warrants. As a result of the SEC Statement, KINS reevaluated the accounting treatment of the KINS Warrants, and, pursuant to the guidance in Accounting Standards Codification (“ASC”) 815, determined the warrants should be classified as derivative liabilities measured at fair value on our balance sheet, with any changes in fair value to be reported each period in earnings on our statements of operations.

As a result of the recurring fair value measurement, our financial statements may fluctuate quarterly, based on factors which are outside of our control. Due to the recurring fair value measurement, we expect that we will recognize non-cash gains or losses on our warrants each reporting period and that the amount of such gains or losses could be material.

See “KINS’ Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Policies and Estimates — Derivative Warrant Liability.”

KINS has identified a material weakness in its internal control over financial reporting. If KINS is unable to develop and maintain an effective system of internal control over financial reporting, it may not be able to accurately report its financial results in a timely manner, which may adversely affect investor confidence in KINS and materially and adversely affect its business and operating results.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Our management is likewise required, on a quarterly basis, to evaluate the effectiveness of our internal controls and to disclose any changes and material weaknesses identified through such evaluation in those internal controls. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented, or detected and corrected on a timely basis. Effective internal controls are necessary for us to provide reliable financial reports and prevent fraud.

Following this issuance of the SEC Statement, after consultation with our management and our audit committee, in light of the SEC Statement, we identified a material weakness in our internal controls over financial reporting. See “— Risks Related to the Merger and KINS — The KINS Warrants are accounted for as liabilities and the changes in value of such warrants could have a material effect on New CXApp financial results following the Merger.” As a result of this material weakness, our management concluded that our internal control over financial reporting was not effective as of December 31, 2021. This material weakness resulted in a material misstatement of the initial carrying value of the Class A common stock subject to possible redemption and the restatement of our earnings per share calculation for the affected periods.

To respond to this material weakness, we have devoted, and plan to continue to devote, significant effort and resources to the remediation and improvement of our internal control over financial reporting. While we have processes to identify and appropriately apply applicable accounting requirements, we plan to enhance these processes to better evaluate our research and understanding of the nuances of the complex accounting standards that apply to our financial statements. Our plans at this time include providing enhanced access to accounting literature, research materials and documents and increased communication among our personnel and third-party professionals with whom we consult regarding complex accounting applications. The elements of our remediation plan can only be accomplished over time, and we can offer no assurance that these initiatives will ultimately have the intended effects.

If we identify any new material weaknesses in the future, any such newly identified material weakness could limit our ability to prevent or detect a misstatement of our accounts or disclosures that could result in a material misstatement of our annual or interim financial statements. In such case, we may be unable to maintain compliance with securities law requirements regarding timely filing of periodic reports in addition to applicable stock exchange listing requirements, investors may lose confidence in our financial reporting and our stock price may decline as a result. We cannot assure you that the measures we have taken to date, or any measures we may take in the future, will be sufficient to avoid potential future material weaknesses. If the Merger is consummated, we can provide no assurance that CXApp’s internal controls and procedures over financial reporting of New CXApp will be effective.

KINS, and following the Merger, New CXApp, may face litigation and other risks as a result of the material weakness in our internal control over financial reporting.

As a result of the material weakness in KINS’ internal controls over financial reporting described above, the change in accounting for the KINS Warrants, and other matters raised or that may in the future be raised by the SEC, we face potential for litigation or other disputes which may include, among others, claims invoking the federal and state securities laws, contractual claims or other claims arising from the material weaknesses in our internal control over financial reporting and the preparation of our financial statements. As of the date of this proxy

statement/prospectus, we have no knowledge of any such litigation or dispute. However, we can provide no assurance that such litigation or dispute will not arise in the future. Any such litigation or dispute, whether successful or not, could have a material adverse effect on our business, results of operations and financial condition or our ability to complete the Merger.

If, after distributing the proceeds in the Trust Account to the KINS Public Stockholders, KINS or New CXApp, as applicable, files a bankruptcy petition or an involuntary or bankruptcy petition is filed against KINS or New CXApp that is not dismissed, its creditors or a representative of its estate could commence an action in the applicable bankruptcy court seeking to recover such proceeds, and the members of the KINS Board may be viewed as having breached their fiduciary duties, thereby exposing New CXApp and the members of the KINS Board to claims for damages, including potentially punitive damages.

If, after distributing the proceeds in the Trust Account to the KINS Public Stockholders, KINS or New CXApp, as applicable, files a bankruptcy petition or an involuntary bankruptcy petition is filed against KINS or New CXApp that is not dismissed, any distributions received by KINS Stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, creditors or an estate representative of KINS or New CXApp, as applicable, could commence an action in the applicable bankruptcy court seeking to recover all amounts received by KINS Stockholders. In addition, the KINS Board may be viewed as having breached its fiduciary duty to its creditors and/or having acted in bad faith, thereby exposing itself and us to claims for damages, including potentially punitive damages, by paying the KINS Public Stockholders from the Trust Account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us for these reasons.

If, before distributing the proceeds in the Trust Account to the KINS Public Stockholders, KINS files a bankruptcy petition or an involuntary bankruptcy petition is filed against KINS that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of KINS Stockholders, and the per share amount that would otherwise be received by KINS Stockholders in connection with a liquidation may be reduced.

If, before distributing the proceeds in the Trust Account to the KINS Public Stockholders, KINS files a bankruptcy petition or an involuntary bankruptcy petition is filed against KINS that is not dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy law, and may be included in KINS’ bankruptcy estate and subject to the claims of third parties with priority over the claims of KINS Stockholders. To the extent any bankruptcy claims deplete the Trust Account, the per share amount that would otherwise be received by KINS Stockholders in connection with our liquidation may be reduced.

The KINS Stockholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption of their shares.

If we are forced to enter into an insolvent liquidation, any distributions received by the KINS Public Stockholders could be viewed as an unlawful payment if it was proved that immediately following the date on which the distribution was made, we were unable to pay our debts as they fall due in the ordinary course of business. As a result, a liquidator could seek to recover all amounts received by KINS Public Stockholders. Furthermore, our directors may be viewed as having breached their fiduciary duties to us or our creditors or may have acted in bad faith, and thereby exposing themselves and our company to claims, by paying the KINS Public Stockholders from the Trust Account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us for these reasons.

Past performance by our management team, directors, advisors and their respective affiliates may not be indicative of future performance of an investment in the Company or in the future performance of CXApp or New CXApp.

Information regarding performance by, or businesses associated with, our management team, directors, advisors and their respective affiliates is presented for informational purposes only. Past performance by our management team, directors, advisors and such affiliates is not a guarantee of success with respect to the Merger. You should not rely on the historical performance of our management team, directors and advisors or that of their respective affiliates as indicative of the future performance of an investment in CXApp or CXApp or the returns the Company will, or is likely to, generate going forward. Our management team, directors and advisors and their respective affiliates have had limited past experience with blank check and special purpose acquisition companies.

KINS management concluded that there is substantial doubt about its ability to continue as a “going concern.”

As of September 30, 2022, the Company had $219,337 in its operating bank accounts, $9,573,549 in securities held in the Trust Account to be used for a business combination or to repurchase or redeem the KINS Class A Common Stock in connection therewith and a working capital deficit of $1,680,280. If KINS is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, suspending the pursuit of a business combination. KINS cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. Further, KINS’ plans to raise capital and to consummate the Merger may not be successful. These factors, among others, raise substantial doubt about our ability to continue as a going concern through the Liquidation Date. The financial statements contained elsewhere in its Annual Report on Form 10-K do not include any adjustments that might result from our inability to consummate a business combination or KINS’ inability to continue as a going concern.

Risks Related to Ownership of New CXApp Common Stock Following the Merger

The market price of New CXApp Common Stock may be volatile and fluctuate substantially, which could cause the value of your investment to decline.

The trading price of the New CXApp Common Stock, as well as New CXApp Warrants, is likely to be volatile. The stock market has experienced extreme volatility in the past and may experience similar volatility moving forward. This volatility often has been unrelated or disproportionate to the operating performance of particular companies. You may not be able to resell your shares at an attractive price due to a number of factors such as those listed in “— Risks Related to the Merger and KINS” and the following:

•        results of operations that vary from the expectations of securities analysts and investors;

•        results of operations that vary from those of CXApp’s competitors;

•        changes in expectations as to CXApp’s future financial performance, including financial estimates and investment recommendations by securities analysts and investors;

•        price and volume fluctuations in the market prices of stocks generally;

•        strategic actions by CXApp or its competitors;

•        changes in how enterprises perceive the benefits of CXApp’s platform and products;

•        announcements by CXApp or its competitors of new products, solutions or technologies or significant contracts, acquisitions, joint ventures, other strategic relationships or capital commitments;

•        any significant change in CXApp’s management or departures of key personnel;

•        changes in general economic or market conditions or trends in CXApp’s industry or markets;

•        changes in business or regulatory conditions, including new laws or regulations or new interpretations of existing laws or regulations applicable to CXApp’s business;

•        future sales of New CXApp Common Stock or other securities;

•        investor perceptions or the investment opportunity associated with New CXApp Common Stock relative to other investment alternatives;

•        the public’s response to press releases or other public announcements by CXApp or third parties, including New CXApp’s filings with the SEC;

•        litigation involving CXApp, CXApp’s industry, or both, or investigations by regulators into CXApp’s operations or those of CXApp’s competitors;

•        guidance, if any, that CXApp provides to the public, any changes in this guidance or CXApp’s failure to meet this guidance;

•        the development and sustainability of an active trading market for the New CXApp Common Stock;

•        actions by institutional or activist stockholders;

•        changes in accounting standards, policies, guidelines, interpretations or principles;

•        general economic and political conditions such as recessions, interest rates, fuel prices, trade wars, pandemics (such as COVID-19), currency fluctuations and acts of war or terrorism; and

•        the effects of natural disasters, terrorist attacks and the spread and/or abatement of infectious diseases, such as COVID-19, including with respect to potential operational disruptions, labor disruptions, increased costs, and impacts to demand related thereto.

These broad market and industry fluctuations may adversely affect the market price of New CXApp Common Stock, regardless of CXApp’s actual operating performance. In addition, price volatility may be greater if the public float and trading volume of New CXApp Common Stock is low.

In the past, following periods of market volatility, stockholders have instituted securities class action litigation. If CXApp was involved in securities litigation, it could have a substantial cost and divert resources and the attention of executive management from CXApp’s business regardless of the outcome of such litigation.

New CXApp will qualify as an “emerging growth company” within the meaning of the Securities Act, and if it takes advantage of certain exemptions from disclosure requirements available to emerging growth companies, it could make New CXApp’s securities less attractive to investors and may make it more difficult to compare New CXApp’s performance to the performance of other public companies.

We are an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, and for as long as we continue to be an emerging growth company, we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in this proxy statement/prospectus and our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. As a result, our stockholders may not have access to certain information they may deem important. We cannot predict whether investors will find our securities less attractive because we will rely on these exemptions. If some investors find our securities less attractive as a result of our reliance on these exemptions, the trading prices of our securities may be lower than they otherwise would be, there may be a less active trading market for our securities and the trading prices of our securities may be more volatile.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. We have elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

If we cease to be an emerging growth company, we will no longer be able to take advantage of certain exemptions from reporting, and, absent other exemptions or relief available from the SEC, we will also be required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act. We will incur additional expenses in connection with such compliance and our management will need to devote additional time and effort to implement and comply with such requirements.

We do not intend to pay dividends on New CXApp Common Stock, so any returns will be substantially limited to the value of the New CXApp Common Stock.

We have no current plans to pay any cash dividends on the New CXApp Common Stock. The declaration, amount and payment of any future dividends on shares of New CXApp Common Stock will be at the sole discretion of the New CXApp Board. We currently anticipate that we will retain future earnings for the development, operation and expansion of our business and do not anticipate declaring or paying any cash dividends from future earnings for the foreseeable future. The New CXApp Board may take into account general and economic conditions, New CXApp’s financial condition and results of operations, New CXApp’s available cash and current and anticipated cash needs, capital requirements, contractual, legal, tax, and regulatory restrictions, implications on the payment of dividends by New CXApp to its stockholders or by its subsidiaries to it and such other factors as the New CXApp Board may deem relevant. In addition, New CXApp’s ability to pay dividends is limited by CXApp’s indebtedness and may be limited by covenants of any future indebtedness New CXApp incurs. As a result, you may not receive any return on an investment in New CXApp Common Stock unless you sell New CXApp Common Stock for a price greater than that which you paid for it.

If securities analysts do not publish research or reports about our business or if they publish inaccurate or unfavorable research about the New CXApp Common Stock, the stock price and trading volume of the New CXApp Common Stock could decline.

The trading market for New CXApp Common Stock will rely, in part, on the research and reports that industry or financial analysts publish about us or our business. In addition, some financial analysts may have limited expertise with our model and operations. Furthermore, if one or more of the analysts who do cover us downgrade their evaluations of the New CXApp Common Stock, the price of New CXApp Common Stock could decline. If one or more of these analysts ceases to cover New CXApp, we could lose visibility in the market for the New CXApp Common Stock, which in turn could cause our stock price or trading volume to decline.

Any future sales or offerings of New CXApp Common Stock may cause substantial dilution to stockholders and could cause the price of its common stock to decline.

The sale of shares of New CXApp Common Stock in the public market, or the perception that such sales could occur, could harm the prevailing market price of shares of New CXApp Common Stock. These sales, or the possibility that these sales may occur, also might make it more difficult for New CXApp to sell equity securities in the future at a time and at a price that it deems appropriate.

Pursuant to the Insider Letter (as defined below), during the Founder Shares Lock-Up Period (as defined in the Insider Letter), KINS’ directors and executive officers will not, subject to the exceptions noted therein, sell, transfer, assign, pledge, encumber, hypothecate or similarly dispose of any shares of New CXApp Common Stock, or any stock options, restricted stock units, or other equity awards outstanding as of immediately following the Closing in respect of awards of CXApp outstanding immediately following the Closing. Following the expiration or waiver of the Lockup Period, such shares will be eligible for resale, subject to volume, manner of sale and other limitations under Rule 144. Sales of substantial amounts of New CXApp Common Stock in the public market after the Merger, or the perception that such sales will occur, could adversely affect the market price of New CXApp Common Stock and make it difficult for us to raise funds through securities offerings in the future.

If the stockholders to the Registration Rights Agreement that was entered into by KINS, the Sponsor and the other parties thereto in connection with the KINS Initial Public Offering exercise their registration rights, the market price of shares of New CXApp Common Stock could drop significantly if the holders of these shares sell them or are perceived by the market as intending to sell them. These factors could also make it more difficult for CXApp to raise additional funds through future offerings of New CXApp Common Stock or other securities.

In addition, the shares of New CXApp Common Stock reserved for future issuance under New CXApp’s equity incentive plans will become eligible for sale in the public market once those shares are issued, subject to provisions relating to various vesting agreements and, in some cases, limitations on volume and manner of sale applicable to affiliates under Rule 144, as applicable.

In the future, New CXApp may also issue its securities in connection with investments or acquisitions. The amount of shares of New CXApp Common Stock issued in connection with an investment or acquisition could constitute a material portion of New CXApp Common Stock. Any issuance of additional securities in connection with investments or acquisitions may result in additional dilution to the New CXApp Stockholders.

Anti-takeover provisions in New CXApp’s organizational documents could delay or prevent a change of control.

Certain provisions of the Proposed Charter and the Proposed Bylaws attached to this proxy statement/prospectus differ from the Existing Charter and the Existing Bylaws may have an anti-takeover effect and may delay, defer or prevent a merger, acquisition, tender offer, takeover attempt or other change of control transaction that a stockholder might consider in its best interest, including those attempts that might result in a premium over the market price for the shares held by the New CXApp Stockholders.

These provisions provide for, among other things:

•        a classified board of directors whose members serve staggered three-year terms;

•        the ability of the New CXApp Board to issue shares of preferred stock, including “blank check” preferred stock and to determine the price and other terms of those shares, including preferences and voting rights, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquirer;

•        advance notice for nominations of directors by stockholders and for stockholders to include matters to be considered at New CXApp’s annual meetings;

•        no cumulative voting in the election of directors, which limits the ability of minority stockholders to elect director candidates;

•        certain limitations on convening special stockholder meetings;

•        limiting the ability of stockholders to act by written consent;

•        the limitation of the liability of, and the indemnification of, CXApp’s directors and officers;

•        providing that the New CXApp Board is expressly authorized to make, alter or repeal New CXApp’s bylaws; and

•        the removal of directors only for cause and only upon the affirmative vote of holders of the majority of the voting power of all of the then outstanding shares of voting stock of New CXApp entitled to vote at an election of directors.

These anti-takeover provisions could make it more difficult for a third party to acquire New CXApp, even if the third-party’s offer may be considered beneficial by many of the New CXApp Stockholders. As a result, the New CXApp Stockholders may be limited in their ability to obtain a premium for their shares. These provisions could also discourage proxy contests and make it more difficult for you and other stockholders to elect directors of your choosing and to cause New CXApp to take other corporate actions you desire. See “Description of New CXApp Capital Stock” for more information.

The Proposed Charter will designate the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by New CXApp Stockholders, which could limit the New CXApp Stockholders’ ability to obtain a favorable judicial forum for disputes with New CXApp or its directors, officers, employees or stockholders.

The Proposed Charter will provide that, subject to limited exceptions, any (1) derivative action, suit or proceeding brought on behalf of New CXApp, (2) action, suit or proceeding asserting a claim of breach of a fiduciary duty owed by any director, officer or stockholder of New CXApp to New CXApp or its stockholders,

(3) action, suit or proceeding arising pursuant to any provision of the DGCL or the Proposed Charter or the Proposed Bylaws (as either may be amended from time to time), (4) any action, suit or proceeding as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware or (5) action, suit or proceeding asserting a claim against New CXApp or any current or former director, officer or stockholder governed by the internal affairs doctrine of the State of Delaware shall, to the fullest extent permitted by applicable law, be exclusively brought in the Court of Chancery of the State of Delaware or, if such court lacks subject matter jurisdiction thereof, another state or federal court located within the State of Delaware, provided that, (i) unless New CXApp consents in writing to the selection of an alternative forum, the federal district courts of the United States of America will, to the fullest extent permitted by law, be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act. and (ii) such exclusive forum provision shall not apply to claims or causes of action brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal courts of the United States have exclusive jurisdiction. Any person or entity purchasing or otherwise acquiring any interest in shares of New CXApp’s capital stock shall be deemed to have notice of and to consent to the provisions of the Proposed Charter. This choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with New CXApp or its directors, officers or other employees, which may discourage such lawsuits against New CXApp and its directors, officers and employees. Alternatively, if a court were to find these provisions of the Proposed Charter inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, New CXApp may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect New CXApp’s business and financial condition.

The requirements of being a public company, including compliance with the reporting requirements of the Exchange Act and the Nasdaq, require significant resources, increase our costs and distract our management, and we may be unable to comply with these requirements in a timely or cost-effective manner. New CXApp will incur increased costs as a result of operating as a public company, and our management will devote substantial time to new compliance initiatives.

CXApp has operated as a privately owned company and expects to incur additional legal, regulatory, finance, accounting, investor relations and other administrative expenses as a result of having publicly traded common stock. In addition, New CXApp will be required under the Sarbanes-Oxley Act, as well as rules adopted by the SEC and Nasdaq to implement specified corporate governance practices that currently do not apply to CXApp as a private company.

As a public company with equity securities listed on Nasdaq, following the consummation of the Merger, New CXApp will need to comply with rules and regulations of the SEC and the requirements of Nasdaq. Complying with these rules, regulations and requirements will occupy a significant amount of the time of our board of directors and management and will significantly increase our costs and expenses. Furthermore, if any issues in complying with those requirements are identified (for example, if the auditors identify a material weakness or significant deficiency in the internal control over financial reporting), we could incur additional costs rectifying those issues, and the existence of those issues could adversely affect our reputation or investor perceptions of it. In addition, as a public company we will incur substantial costs to obtain director and officer liability insurance policies. These factors could make it more difficult for us to attract and retain qualified members of our board of directors, particularly to serve on our audit committee.

New CXApp will be required to ensure that it has the ability to prepare financial statements on a timely basis that fully comply with all SEC reporting requirements and maintain effective internal controls over financial reporting. The additional demands associated with being a public company may disrupt regular operations of New CXApp’s business by diverting the attention of some of its senior management team away from revenue producing activities to management and administrative oversight, adversely affecting New CXApp’s ability to attract and complete business opportunities and increasing the difficulty in both retaining professionals and managing and growing New CXApp’s businesses. In addition, failure to comply with any laws or regulations applicable to New CXApp as a public company may result in legal proceedings and/or regulatory investigations, and may cause reputational damage. Any of these effects could harm New CXApp’s business, financial condition and results of operations.

Risks Related to Redemption

Neither the Merger Agreement nor the Existing Organizational Documents include a specified maximum redemption threshold, but the Merger Agreement is subject to the satisfaction or waiver of the Minimum Cash Condition. The absence of such a redemption threshold may make it possible to complete a Merger in which a substantial majority of KINS Public Stockholders do not agree.

Neither the Existing Organizational Documents nor the Merger Agreement provide a specified maximum redemption threshold, except that, under both, in no event will KINS redeem shares of KINS Class A Common Stock in an amount that would cause KINS’ net tangible assets to be less than $5,000,001 (such that KINS is not subject to the SEC’s “penny stock” rules). In addition, the Merger Agreement does not provide a maximum redemption threshold; instead the Merger Agreement provides that, CXApp will not be obligated to consummate the Merger if the Minimum Cash Condition is not satisfied or waived by CXApp (in its discretion). There can be no assurance that CXApp could and would waive the Minimum Cash Condition. See “Proposal No. 1 — The Business Combination Proposal — The Merger Agreement — Conditions to the Obligations of CXApp.” As a result of these conditions, KINS will be able to complete the Merger even if a substantial majority of the holders of shares of KINS Class A Common Stock have redeemed their shares.

The Merger Agreement includes a Minimum Cash Condition as a Condition to the consummation of the Merger, which may make it more difficult for KINS to complete the Business Combination as contemplated and may delay the time period for liquidation in order for public stockholders to redeem shares.

The Merger Agreement provides that the parties’ obligation to consummate the Business Combination is conditioned on, among other things, KINS have at least $9,500,000 in cash and cash equivalents as of the Closing, including funds remaining in the Trust Account (after giving effect to the completion and payment of any redemptions) and the proceeds of any backstop arrangement, prior to paying any of KINS’ expenses and liabilities due at the Closing (the “Minimum Cash Condition”).

The Merger Agreement also contains a mutual condition that as of the Closing, KINS shall have net tangible assets of at least $5,000,001.

There can be no assurance that CXApp could and would waive the Minimum Cash Condition. Furthermore, as provided in the Existing Charter, in no event will KINS redeem its public shares in an amount that would cause KINS’ net tangible assets to be less than $5,000,001.

If such conditions are not met, and such conditions are not or cannot be waived under the terms of the Merger Agreement, then the Merger Agreement could terminate and the proposed Business Combination may not be consummated.

If such conditions are waived and the Business Combination is consummated and the Company has less than the amount of the Minimum Cash Condition, the cash held by the Company after the Closing may not be sufficient to allow the Company to operate and pay its bills as they become due. Furthermore, KINS’ affiliates are not obligated to make loans to the Company in the future. The additional exercise of redemption rights with respect to a large number of KINS’ Public Stockholders may make the Company unable to take such actions as may be desirable in order to optimize the capital structure of the Company after consummation of the Business Combination and the Company may not be able to raise additional financing from unaffiliated parties necessary to fund the Company’s expenses and liabilities after the Closing. Any such event in the future may negatively impact the analysis regarding the Company’s ability to continue as a going concern at such time.

If the Business Combination is not successful, KINS Public Stockholders would not receive their pro rata portion of the Trust Account until KINS liquidates or until KINS consummates another initial business combination, which it may or may not be able to due within the required time period under the Existing Charter. KINS Public Stockholders in need of immediate liquidity, could attempt to sell shares in the open market; however, at such time KINS shares may trade at a discount to the pro rata amount per share in the Trust Account. In either situation, stockholders may suffer a material loss on their investment and KINS Public Stockholders may lose the benefit of funds expected in connection with their ability to redeem shares until KINS liquidates or KINS Public Stockholders are able to sell shares in the open market.

There is no guarantee that a KINS Public Stockholder’s decision whether to redeem their shares for a pro rata portion of the Trust Account will put such stockholder in a better future economic position.

No assurance can be given as to the price at which a KINS Public Stockholder may be able to sell the shares of New CXApp Common Stock in the future following the completion of the Merger. Certain events following the consummation of any business combination, including the Merger, may cause an increase in the New CXApp Common Stock price, and may result in a lower value realized now than a KINS Stockholder might realize in the future had the KINS Stockholder not elected to redeem such stockholder’s shares of KINS Class A Common Stock. Similarly, if a KINS Public Stockholder does not redeem his, her or its shares, such stockholder will bear the risk of ownership of New CXApp Common Stock after the consummation of the Merger, and there can be no assurance that a stockholder can sell his, her or its shares of New CXApp Common Stock in the future for a greater amount than the redemption price set forth in this proxy statement/ prospectus. A KINS Public Stockholder should consult his, her or its tax and/or financial advisor for assistance on how this may affect its individual situation.

We may be subject to the Excise Tax included in the Inflation Reduction Act of 2022 in connection with redemptions of our common stock after December 31, 2022.

On August 16, 2022, President Biden signed into law the Inflation Reduction Act of 2022 (H.R. 5376) (the “IRA”), which imposes an excise tax on “covered corporations” (generally, publicly-traded domestic corporations) equal to 1% of the fair market value of certain stock repurchased after December 31, 2022 (the “Excise Tax”). Because we expect to be a covered corporation, it is likely that the Excise Tax will generally apply to any redemptions of our common stock after December 31, 2022. The application of the Excise Tax to redemptions of stock in connection with a liquidation is uncertain. Issuances of our stock, including in connection with the Business Combination, could reduce the amount of any Excise Tax, but only to the extent they occur in the same tax year as the redemptions giving rise to the Excise Tax. Moreover, the fair market value of any stock redeemed may exceed the fair market value of any stock issued. Consequently, the Excise Tax may reduce the amount of cash we have available to complete a business combination.

If KINS Public Stockholders fail to comply with the redemption requirements specified in this proxy statement/prospectus, they will not be entitled to redeem their shares of KINS Class A Common Stock for a pro rata portion of the funds held in the Trust Account.

Holders of shares of KINS Class A Common Stock are entitled to exercise their rights to redeem their shares of KINS Class A Common Stock for a pro rata portion of the Trust Account regardless of whether they vote for or against or abstain from voting on the Business Combination Proposal or any other Transaction Proposal. In addition, to exercise their redemption rights, holders are required to deliver their stock, either physically or electronically using Depository Trust Company’s DWAC System, to KINS’ transfer agent prior to the vote at the KINS Special Meeting. If a holder properly seeks redemption as described in this proxy statement/prospectus and the Merger with CXApp is consummated, KINS will redeem these shares for a pro rata portion of funds deposited in the Trust Account and the holder will no longer own such shares following the Merger. See “Summary — Redemption Rights” for additional information on how to exercise your redemption rights.

If you or a “group” of stockholders of which you are a part are deemed to hold an aggregate of more than 15% of the shares of KINS Class A Common Stock, you (or, if a member of such a group, all of the members of such group in the aggregate) will lose the ability to redeem all such shares in excess of 15% of the shares of KINS Class A Common Stock.

A KINS Public Stockholder, together with any of his, her or its affiliates or any other person with whom it is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from seeking redemption rights with respect to more than an aggregate of 15% of the public shares of KINS Class A Common Stock, which we refer to as the “Excess Shares.” Your inability to redeem the Excess Shares will reduce your influence over our ability to complete our initial business combination and you could suffer a material loss on your investment in us if you sell Excess Shares in open market transactions.

Additionally, you will not receive redemption distributions with respect to the Excess Shares if we complete our initial business combination. And as a result, you will continue to hold that number of shares exceeding 15% and, in order to dispose of such shares, would be required to sell your stock in open market transactions, potentially at a loss.

If we are not able to complete the Merger with CXApp in the prescribed timeframe nor able to complete another business combination by such date, we would cease all operations except for the purpose of winding up and we would redeem our shares of KINS Class A Common Stock and liquidate, in which case the KINS Public Stockholders may only receive $10.10 per share, or less than such amount in certain circumstances, and the KINS Warrants will expire worthless.

Our ability to complete our initial business combination may be negatively impacted by general market conditions, volatility in the capital and debt markets and the other risks described herein. For example, the COVID-19 pandemic continues in the U.S. and, while the extent of the impact of the outbreak on KINS will depend on future developments, it could limit our ability to complete our initial business combination, including as a result of increased market volatility, decreased market liquidity and third-party financing being unavailable on terms acceptable to us or at all. Additionally, the outbreak of the COVID-19 may negatively impact New CXApp’s business following the Merger.

If KINS is not able to complete the Merger, or another business combination, within 24 months from the closing of the KINS Initial Public Offering, KINS will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the shares of KINS Class A Common Stock, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to us to pay our franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding shares of KINS Class A Common Stock, which redemption will completely extinguish the KINS Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining KINS Stockholders and the KINS Board, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. In such case, the KINS Public Stockholders may only receive $10.10 per share, and the KINS Warrants will expire worthless. In certain circumstances, the KINS Public Stockholders may receive less than $10.10 per share on the redemption of their shares. See “— Risks Related to the Merger and KINS — If third parties bring claims against KINS, the proceeds held in the Trust Account could be reduced and the per share redemption amount received by stockholders may be less than $10.10 per share (which was the offering price per KINS Unit in the KINS Initial Public Offering).”

If we have not completed an initial business combination within 24 months from the closing of the KINS Initial Public Offering, the KINS Public Stockholders may be forced to wait beyond such 24 months before redemption from our trust account.

If we have not completed an initial business combination by the Liquidation Date, the proceeds then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us to pay franchise and income taxes (less up to $100,000 of the interest to pay dissolution expenses), will be used to fund the redemption of our shares of KINS Class A Common Stock, as further described herein. Any redemption of KINS Public Stockholders from the Trust Account will be effected automatically by function of our Existing Charter prior to any voluntary winding up. If we are required to wind-up, liquidate the Trust Account and distribute such amount therein, pro rata, to the KINS Public Stockholders, as part of any liquidation process, such winding up, liquidation and distribution must comply with the applicable provisions of the DGCL. In that case, investors may be forced to wait beyond the Liquidation Date before the redemption proceeds of our trust account become available to them, and they receive the return of their pro rata portion of the proceeds from our trust account. We have no obligation to return funds to investors prior to the date of our redemption of shares of KINS Class A Common Stock or liquidation unless we complete our initial business combination prior thereto and only then in cases where investors have sought to redeem their KINS Class A Common Stock. Only upon our redemption or any liquidation will KINS Public Stockholders be entitled to distributions if we do not complete our initial business combination.

Risks Related to the Separation and Distribution and Our Relationship with Inpixon

As a result of the Separation, we will lose Inpixon’s brand, reputation, capital base and other resources, and may experience difficulty operating as a standalone company.

We believe our association with Inpixon has contributed to our building relationships with our customers due to Inpixon’s globally recognized brand and reputation for innovation in indoor intelligence. The Separation could adversely affect our ability to attract and retain customers, which could result in reduced sales of our products.

The loss of Inpixon’s scale, capital base and financial strength may also prompt suppliers to reprice, modify or terminate their relationships with us. In addition, Inpixon’s elimination of its ownership of our company could potentially cause some of our existing agreements and licenses to be terminated. We cannot predict with certainty the effect that the Separation, Distribution or Merger will have on our business, our clients, vendors or other persons, or whether our CXApp brand will be accepted in the marketplace.

Further, because we have not operated as a standalone company in the past, we may have difficulty doing so. We may need to acquire assets and resources in addition to those provided by Inpixon to our company, and in connection with the Separation, may also face difficulty in separating our assets from Inpixon’s assets and integrating newly acquired assets into our business. Our business, financial condition and results of operations could be materially and adversely affected if we have difficulty operating as a standalone company, fail to acquire assets that prove to be important to our operations or incur unexpected costs in separating our assets from Inpixon’s assets or integrating newly-acquired assets.

We will incur significant charges in connection with the Separation and incremental costs as a standalone public company.

We will need to replicate or replace certain functions, systems and infrastructure to which we will no longer have the same access after the Separation. We may also need to make investments or hire additional employees, or out-source certain functions, systems and infrastructure through contracts with third parties, to operate without access to Inpixon’s existing operational and administrative infrastructure. These initiatives may be costly to implement. Due to the scope and complexity of the underlying projects relative to these efforts, the amount of total costs could be materially higher than our estimate, and the timing of the incurrence of these costs is subject to change.

Inpixon currently performs or supports many important corporate functions for our company. Our combined financial statements reflect charges for these services on an allocated basis. Following the Separation, many of these services will be governed by our Transition Services Agreement. Under the Transition Services Agreement we will be able to use these Inpixon services for a fixed term established on a service-by-service basis. The Transition Services Agreement may be terminated by us with prior written notice in certain circumstances, by either party in the event of an uncured material breach by the other party or its applicable affiliates, upon bankruptcy or insolvency of the other party, or by mutual agreement of the parties.

We will pay Inpixon fees for the transition services as set forth in the Transition Services Agreement. In addition, while these services are being provided to us by Inpixon, our operational flexibility to modify or implement changes with respect to such services or the amounts we pay for them will be limited.

We may not be able to replace these services or enter into appropriate third-party agreements that include terms and conditions, including cost, that will be as favorable to us as those that we will receive from Inpixon under our Transition Services Agreement. Additionally, after the Transition Services Agreement terminates, we may be unable to sustain the services at the same levels or obtain the same benefits as when we were receiving such services and benefits from Inpixon. When we begin to operate these functions separately, if we do not have our own adequate systems and business functions in place, or are unable to obtain them from other providers, we may not be able to operate our business effectively or at comparable costs, and our profitability may decline. In addition, we have historically received informal support from Inpixon, which may not be addressed in our Transition Services Agreement. The level of this informal support will diminish or be eliminated following the Separation.

In addition, our historical combined financial statements include the attribution of certain assets and liabilities that historically have been held at the Inpixon corporate level but which are specifically identifiable or attributable to the businesses being transferred to us in connection with the Separation. The value of the assets and liabilities we assume in connection with the Separation could ultimately be materially different than such attributions, which could have a material adverse effect on our financial condition.

Pursuant to the Transition Services Agreement, we will also provide services relating to corporate functions, legal administration and other administrative functions to Inpixon. These will be services that we historically provided to Inpixon prior to the Separation. Under the Transition Services Agreement, Inpixon will be able to use our services for a fixed term established on a service-by-service basis. The Transition Services Agreement may be terminated by Inpixon with prior written notice in certain circumstances, by either party in the event of an uncured material breach by the other party or its applicable affiliates, upon bankruptcy or insolvency of the other party, or by mutual agreement of the parties. Inpixon will pay us fees for the transition services as set forth in the Transition Services Agreement. In addition, while these services are being provided to Inpixon by us, our operational flexibility to modify or implement changes with respect to our capabilities to provide such services will be limited, and we may be obligated to maintain certain functions and capabilities solely to be able to meet our obligations to Inpixon under the Transition Services Agreement.

Our historical combined financial data and pro forma financial statements are not necessarily representative of the results we would have achieved as a standalone company and may not be a reliable indicator of our future results.

Our historical combined financial data included in this proxy statement/prospectus does not reflect the financial condition, results of operations or cash flows we would have achieved as a standalone company during the periods presented or those we will achieve in the future. This is primarily the result of the following factors:

•        our historical combined financial data does not reflect the Business Combination;

•        our historical combined financial data reflects expense allocations for certain support functions that are provided on a centralized basis within Inpixon, such as expenses for executive oversight, treasury, legal, finance, human resources, tax, internal audit, financial reporting, information technology and investor relations that may be higher or lower than the comparable expenses we would have actually incurred, or will incur in the future, as a standalone company;

•        our cost of debt and our capital structure will be different from that reflected in our historical combined financial statements;

•        significant increases may occur in our cost structure as a result of the Business Combination, including costs related to public company reporting, investor relations and compliance with the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”); and

•        the Separation may have a material effect on our customers and other business relationships, including supplier relationships, and may result in the loss of preferred pricing available by virtue of our reduced relationship with Inpixon.

Our financial condition and future results of operations, after giving effect to the Business Combination, will be materially different from amounts reflected in our historical combined financial statements included elsewhere in this proxy statement/prospectus. As a result of the Business Combination, it may be difficult for investors to compare our future results to historical results or to evaluate our relative performance or trends in our business.

Certain of our officers or directors may have actual or potential conflicts of interest because of their equity interests in Inpixon.

Following the Business Combination, our officers or directors may own Inpixon Common Stock or equity awards. Specifically, our anticipated Chief Product Officer, Leon Papkoff, beneficially owns 126,028 shares of Inpixon Common Stock. For a description of Inpixon equity held by our named executive officers and non-employee directors see “Executive Compensation.” The ownership by our officers and directors of any Inpixon equity or equity awards creates, or may create the appearance of, conflicts of interest when these officers or directors are faced with decisions that could have different implications for Inpixon than for us. These potential conflicts could arise, for

example, over matters such as the desirability of changes in our business and operations, funding and capital matters, regulatory matters, possible acquisitions or other corporate opportunities, matters arising with respect to the Merger Agreement, the Separation and Distribution Agreement and other agreements with Inpixon relating to the Separation or otherwise, employee retention or recruiting, or our dividend policy.

If the Distribution, together with certain related transactions, fails to qualify as a reorganization under Sections 355 and 368(a)(1)(D) of the Code, or the Merger fails to qualify as a reorganization under Section 368(a) of the Code, Inpixon and its stockholders could incur significant tax liabilities, and KINS and CXApp could be required to indemnify Inpixon for taxes that could be material, pursuant to indemnification obligations under the Tax Matters Agreement.

Although the Distribution and Merger are not conditioned on its receipt, Inpixon expects to receive the Distribution Tax Opinion from RSM US LLP, tax advisor to Inpixon, which shall provide that the Contribution and Distribution, taken together, will qualify as a reorganization under Sections 355 and 368(a)(1)(D) of the Code. The Distribution Tax Opinion will be based on, among other things, certain facts, assumptions, representations and undertakings from Inpixon, CXApp and KINS, including those regarding the past and future conduct of the companies’ respective businesses and other matters. If any of these facts, assumptions, representations, or undertakings are incorrect or not satisfied, Inpixon may not be able to rely on the Distribution Tax Opinion. Moreover, even if Inpixon receives the Distribution Tax Opinion, such opinion will not be binding on the IRS or the courts, and no assurance can be given that the IRS will not challenge its conclusions or otherwise determine on audit that the Distribution or Merger does not qualify for its respective intended tax treatment, including as a result of a change in stock or asset ownership of Inpixon, CXApp or KINS after the Distribution.

If the Distribution does not qualify under Section 355 of the Code, the Distribution would be treated as a taxable dividend to Inpixon stockholders equal to the fair market value of the CXApp stock to the extent of Inpixon’s earnings and profits. If the dividend exceeds such earnings and profits, the amount of such excess will be treated as a return of capital to the extent of an Inpixon stockholder’s basis in its Inpixon stock, and then a capital gain. To the extent that the Merger does not qualify as a reorganization under Section 368(a) of the Code, Inpixon stockholders would recognize taxable income equal to the difference between the fair market value of the KINS shares received and their tax basis in the CXApp Shares. In either such case, Inpixon stockholders that are subject to U.S. federal income tax could incur significant U.S. federal income tax liabilities.

For a more detailed discussion, see the section entitled “United States Federal Income Tax Considerations — Treatment of the Distribution” and “United States Federal Income Tax Considerations — Tax Consequences of the Merger to Holders of CXApp Common Stock.”

In addition, if the Contribution and Distribution, taken together, do not qualify under Section 355 and 368(a)(1)(D) of the Code, Inpixon would recognize taxable income on the Distribution equal to the difference between the fair market value of the CXApp Shares distributed by Inpixon to the Inpixon securityholders and Inpixon’s basis in such shares. Although Inpixon does not currently expect the amount of such Distribution Gain to be material, such amount cannot be known with certainty in advance of the closing of the Business Combination. Inpixon does not anticipate that it would have net operating losses to offset any taxable income triggered as a result of failure to qualify under Section 355 and 368(a)(1)(D) of the Code because its net operating losses will be limited by Section 382 of the Code.

Any transactions effectuated by Inpixon or KINS that cause the historic stockholders of Inpixon to own less than 50% of the shares of Inpixon or New CXApp after the Business Combination may cause the Distribution to be taxable to Inpixon under Section 355(e) of the Code, even if the Distribution, together with certain related transactions, otherwise qualifies as a reorganization under Section 355 and 368(a)(1)(D) of the Code, and the Merger qualifies as a reorganization under Section 368(a) of the Code.

Even if the Contribution and Distribution, taken together, otherwise qualify as a transaction described in Sections 355 and 368(a)(1)(D) of the Code, the Distribution would be taxable to Inpixon (but not to Inpixon stockholders) pursuant to Section 355(e) of the Code if one or more persons acquire a 50% or greater interest (measured by vote or value) in the stock of Inpixon or CXApp, directly or indirectly (including through acquisitions of the stock of New CXApp after the Merger), as part of a plan or series of related transactions that includes the Distribution. Pursuant to the Tax Matters Agreement, Inpixon will bear the responsibility for this tax if such tax relates to or arises out of the failure of the intended tax treatment or to certain actions taken by Inpixon. If Inpixon

engages in any third party transactions that cause the historic stockholders of Inpixon to own less than 50% of the shares of Inpixon or New CXApp after the Business Combination is complete, the Distribution could be taxable to Inpixon pursuant to Section 355(e) of the Code if it is found to be a part of the same plan or series of related transactions that includes the Distribution.

In December of 2021, Inpixon’s Board of Directors authorized a review of strategic alternatives which may result in the consummation of a transaction pursuant to which a third party may acquire a 50% or greater interest in the stock of Inpixon. In addition, Inpixon has entered into a non-binding letter of intent and is in due diligence stages with another third party in connection with a potential transaction involving the remainder of its business. There are no assurances that such transaction will be consummated.

Although Inpixon does not currently expect the amount of such Distribution Gain to be material, such amount cannot be known with certainty in advance of the closing of the Business Combination. If such Distribution Gain were to be attributable to certain actions or omissions by KINS or CXApp, inaccuracies, misrepresentations or misstatements relating to KINS or CXApp, or certain events involving the stock of KINS or CXApp or assets of CXApp post-Distribution, KINS and CXApp would be obligated to indemnify Inpixon for such taxes. Further, even if KINS and CXApp are not responsible for tax liabilities of Inpixon under the Tax Matters Agreement, CXApp nonetheless could be liable under applicable U.S. federal tax law for such liabilities if Inpixon were to fail to pay them. For more information regarding the Tax Matters Agreement, see “Proposal No. 1 — The Business Combination Proposal — Related Agreements — Summary of the Ancillary Agreements — Form of Tax Matters Agreement.”

Under the Tax Matters Agreement, CXApp and KINS might not be able to engage in certain transactions and equity issuances following the Distribution that might otherwise be beneficial.

The Tax Matters Agreement generally restricts CXApp’s and KINS’ ability to engage in equity transactions after the Distribution in order to preserve, for U.S. federal income tax purposes, the qualification of the Distribution, together with certain related transactions, as a reorganization under Sections 355 and 368(a)(1)(D) of the Code. Even if the Distribution otherwise qualifies for tax-free treatment to Inpixon’s stockholders under Section 355 of the Code, it may result in corporate-level taxable gain to Inpixon if there is a 50% or greater change in ownership, by vote or value, of KINS Common Stock, CXApp stock, Inpixon’s stock or the stock of a successor of any of the foregoing occurring as part of a plan or series of related transactions that includes the Distribution. Any acquisitions or issuances of KINS stock, CXApp stock or Inpixon’s stock within two years of the Distribution are generally presumed to be part of such a plan, although KINS, CXApp or Inpixon may be able to rebut that presumption. For this purpose, uncoordinated market transactions in New CXApp stock by individual stockholders will not generally be treated as acquisitions that are part of a plan or series of related transactions that includes the Distribution if the participants are non- controlling stockholders with less than 10% ownership of Inpixon or CXApp.

Under the Tax Matters Agreement, and except in specific circumstances, in the two years following the Distribution, KINS and CXApp will be restricted from, among other things, (i) entering into certain transactions pursuant to which all or a portion of KINS’ stock would be acquired, whether by merger, consolidation, certain stock issuances, or otherwise and (ii) ceasing to actively conduct certain of the CXApp businesses. These restrictions may limit for a period of time KINS’ ability to freely issue stock, make acquisitions, or raise additional equity capital, which could delay or prevent certain transactions that KINS may believe to be in the best interests of KINS’ stockholders or that might increase the value of KINS’ businesses. For more information, see “Proposal No. 1 — The Business Combination Proposal — Summary of the Ancillary Agreements — Form of Tax Matters Agreement.”

The anticipated benefits of the Business Combination may not be achieved.

We may not be able to achieve the full strategic and financial benefits expected to result from the Business Combination, including the potential that the Business Combination will:

•        allow each business to pursue its own operational and strategic priorities and more quickly respond to trends, developments and opportunities in its respective markets;

•        increase the potential value for Inpixon securityholders to receive shares of New CXApp based on a pre-transaction equity value of CXApp of $69.0 million, which was greater than the market capitalization of Inpixon as of the date of the Merger Agreement;

•        create two separate and distinct management teams focused on each business’s unique strategic priorities, target markets and corporate development opportunities;

•        give each business opportunity and flexibility by pursuing its own investment, capital allocation and growth strategies consistent with its long-term objectives;

•        allow investors to separately value each business based on the unique merits, performance and future prospects of each business, providing investors with two distinct investment opportunities;

•        enhance the ability of each business to attract and retain qualified management and to better align incentive-based compensation with the performance of each separate business; and

•        give each of CXApp and Inpixon its own equity currency for use in connection with acquisitions.

We may not achieve the anticipated benefits of the Business Combination for a variety of reasons. Further, such benefits, if ultimately achieved, may be delayed. In addition, the Business Combination could materially and adversely affect our business, financial condition and results of operations.

The calculation of the number of shares of New CXApp to be issued to Inpixon securityholders in the Distribution will not be adjusted if there is an increase in the number of shares of Inpixon Common Stock outstanding and entitled to participate in the Distribution after the date hereof.

The number of shares of New CXApp Common Stock to be issued to Inpixon securityholders in the Distribution will not be adjusted if there is an increase in the number of shares of Inpixon Common Stock outstanding prior the record date established for the Distribution. As a result, if Inpixon issues additional shares of Common Stock after the date hereof but prior to the record date, then an Inpixon securityholder’s relative percentage interest in New CXApp will be diluted.

Potential indemnification obligations to Inpixon pursuant to the Separation and Distribution Agreement could materially and adversely affect our businesses, financial condition, results of operations and cash flows.

The Separation and Distribution Agreement, among other things, provides for indemnification obligations (for uncapped amounts) designed to make us financially responsible for all liabilities that Inpixon may incur or may exist relating to our business activities (as currently and historically conducted), whether incurred prior to or after the Separation.

In connection with the Separation, Inpixon will indemnify us for certain liabilities. However, there can be no assurance that such indemnity will be sufficient to insure us against the full amount of such liabilities, or that Inpixon’s ability to satisfy its indemnification obligations will not be impaired in the future.

Pursuant to the Separation and Distribution Agreement and certain other agreements with Inpixon, Inpixon agreed to indemnify us for certain liabilities as discussed further in “Proposal No. 1 — The Business Combination Proposal — Summary of the Separation and Distribution Agreement.” However, third parties could also seek to hold us responsible for any of the liabilities that Inpixon has agreed to retain, and there can be no assurance that the indemnity from Inpixon will be sufficient to protect us against the full amount of such liabilities, or that Inpixon will be able to fully satisfy its indemnification obligations. In addition, Inpixon’s insurance will not necessarily be available to us for liabilities associated with occurrences of indemnified liabilities prior to the Separation, and in any event Inpixon’s insurers may deny coverage to us for liabilities associated with certain occurrences of indemnified liabilities prior to the Separation. Moreover, even if we ultimately succeed in recovering from Inpixon or such insurance providers any amounts for which we are held liable, we may be temporarily required to bear these losses. Each of these risks could negatively affect our businesses, financial position, results of operations and cash flows.

The Separation and Distribution may expose us to potential liabilities arising out of legal dividend requirements.

The Distribution of our common stock is subject to review under state corporate distribution statutes. Under the Nevada Revised Statutes (“NRS”), no distribution (including dividends on, or redemption or repurchases of, shares of capital stock) may be made if, after giving effect to such distribution, the corporation would not be able to pay its debts as they become due in the usual course of business, or the corporation’s total assets would be less than the sum of its total liabilities plus the amount that would be needed at the time of a liquidation to satisfy the preferential rights of preferred stockholders. Although Inpixon intends to make the Distribution of our common stock in compliance with the NRS, we cannot assure you that a court will not later determine that some or all of the Distribution to Inpixon securityholders was unlawful.

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following unaudited pro forma condensed combined financial information presents the combination of the financial information of KINS and CXApp adjusted to give effect to the Business Combination and related transactions. The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X. Defined terms included below have the same meaning as terms defined and included elsewhere in this proxy statement/prospectus.

The historical financial information of KINS was derived from the unaudited financial statements of KINS as of and for the nine months ended September 30, 2022 and the audited financial statements of KINS as of and for the year ended December 31, 2021, included elsewhere in this proxy statement/prospectus. The historical financial information of CXApp was derived from the unaudited combined carve-out financial statements of Design Reactor and subsidiaries as of and for the nine months ended September 30, 2022 and the audited combined carve-out financial statements of Design Reactor and subsidiaries as of and for the year ended December 31, 2021, included elsewhere in this proxy statement/prospectus. Such unaudited pro forma financial information has been prepared on a basis consistent with the financial statements of KINS and Design Reactor and subsidiaries, respectively. This information should be read together the financial statements of KINS and Design Reactor and subsidiaries and related notes, the sections titled “KINS’ Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Design Reactor, Inc and Subsidiaries” and other information included elsewhere in this proxy statement/prospectus, including the Merger Agreement and the descriptions of certain terms thereof set forth in the section titled “Proposal No. 1 — The Business Combination Proposal.”

The Business Combination is anticipated to be accounted for using the acquisition method (as a forward merger), with goodwill and other identifiable intangible assets recorded in accordance with GAAP, as applicable. Under this method of accounting, CXApp is treated as the “acquired” company for financial reporting purposes. KINS has been determined to be the accounting acquirer because KINS maintains control of the Board of Directors and management of the combined company. For accounting purposes, the acquirer is the entity that has obtained control of another entity and, thus, consummated a business combination. Under the acquisition method of accounting (as a forward merger), KINS’ assets and liabilities will be recorded at carrying value and the assets and liabilities associated with CXApp will be recorded at estimated fair value as of the acquisition date. The excess of the purchase price over the estimated fair values of the net assets acquired, if applicable, will be recognized as goodwill. The process of valuing the net assets of CXApp immediately prior to the merger for purposes of presentation within this unaudited pro forma condensed combined financial information is preliminary.

The unaudited pro forma condensed combined balance sheet as of September 30, 2022 combines the historical balance sheets of KINS and CXApp on a pro forma basis as is the Business Combination and related transactions had been consummated on September 30, 2022. The unaudited pro forma condensed combined statements of operations for the nine months ended September 30, 2022 and for the year ended December 31, 2021 give pro forma effect to the Business Combination and related transactions as if they had occurred on January 1, 2021, the beginning of the earliest period presented. KINS and CXApp have not had any historical operating relationship prior to the Business Combination. Accordingly, no pro forma adjustments were required to eliminate activities between the companies.

These unaudited pro forma condensed combined financial statements are for informational purposes only. They do not purport to indicate the results that would have been obtained had the Business Combination and related transactions actually been completed on the assumed date or for the periods presented, or which may be realized in the future. The pro forma adjustments are based on the information currently available and the assumptions and estimates underlying the pro forma adjustments are described in the accompanying notes. Actual results may differ materially from the assumptions within the accompanying unaudited pro forma condensed combined financial information.

Description of the Merger Agreement

On September 25, 2022, KINS entered into the Merger Agreement, by and among KINS, Inpixon, CXApp, and Merger Sub, pursuant to which KINS will combine with CXApp, Inpixon’s Enterprise Apps Business. Also on September 25, 2022, and in connection with the execution of the Merger Agreement, KINS, Inpixon, CXApp and the Sponsor entered into the Sponsor Support Agreement.

Immediately prior to the Merger and pursuant to the Separation and Distribution Agreement, dated as of September 25, 2022, among KINS, Inpixon, CXApp and Design Reactor, and other ancillary conveyance documents, Inpixon will, among other things and on the terms and subject to the conditions of the Separation and Distribution Agreement, effect the Reorganization by transfer the Enterprise Apps Business, including certain related subsidiaries of Inpixon, including Design Reactor, to CXApp and, in connection therewith, will effect the Distribution by distributing to Inpixon stockholders and certain other securityholders 100% of the CXApp Common Stock, as further described below.

Immediately following the Distribution, in accordance with and subject to the terms and conditions of the Merger Agreement, Merger Sub will merge with and into CXApp, with CXApp continuing as the surviving company in the Merger and as a wholly-owned subsidiary of KINS (the Merger).

The Merger Agreement, along with the Separation and Distribution Agreement and the other transaction documents to be entered into in connection therewith, provides for, among other things, the consummation of the following transactions (collectively, the Business Combination): (i) Inpixon will transfer the Enterprise Apps Business to its wholly-owned subsidiary, CXApp, and contribute $10 million in capital thereto (net of cash held by CXApp as of the Effective Time), (ii) following the Separation, Inpixon will distribute 100% of the shares of CXApp Common Stock to Inpixon securityholders by way of the Distribution and (iii) following the completion of the foregoing transactions and subject to the satisfaction or waiver of certain other conditions set forth in the Merger Agreement, the parties shall consummate the Merger.

Upon consummation of the Business Combination, New CXApp will have two classes of common stock: New CXApp Class A Common Stock and New CXApp Class C Common Stock. The New CXApp Class A Common Stock and the New CXApp Class C Common Stock will be identical in all respects, except that the New CXApp Class C Common Stock will be subject to transfer restrictions and will automatically convert into New CXApp Class A Common Stock on the earlier to occur of (i) the 180th day following the closing of the Merger and (ii) the day that the last reported sale price of the New CXApp Class A Common Stock equals or exceeds $12.00 per share for any 20 trading days within any 30-trading day period following the closing of the Merger.

At the closing of the Business Combination, each share of KINS Class A Common Stock and Class B Common Stock will be exchanged for one share of New CXApp Class A Common Stock, subject to adjustment pursuant to the Sponsor Support Agreement noted below. Additionally, the outstanding shares of CXApp Common Stock after the Distribution and immediately prior to the effective time of the Merger will be converted into an aggregate of 6.9 million shares of New CXApp Common Stock which shall be issued to Inpixon stockholders, subject to adjustment. Each holder’s aggregate merger consideration will consist of 10% New CXApp Class A Common Stock and 90% New CXApp Class C Common Stock (such percentages, in each case, subject to adjustment to comply with the listing requirements set forth under Nasdaq Listing Rule 5505(b)(2). Pursuant to the Sponsor Support Agreement, the Sponsor and related parties have agreed that, subject to the limitation set forth therein, the total amount of shares of New CXApp Common Stock issued to CXApp Stockholders (as of immediately after consummation of the Distribution) at the Closing will exceed the total amount of shares of New CXApp Common Stock issued to all other parties at the Closing by one share.

As a condition to Closing of the Business Combination, KINS is subject to the Minimum Cash Condition, in which, as of the Closing, the amount of cash available in the trust account after deducting the amount required to satisfy KINS’ obligations to the KINS Public Stockholders, if any, that exercise their rights to redeem their Public Shares, but prior to the payment of any transaction expenses of CXApp or KINS is at least equal to $9.5 million. The 387,551 Public Shares outstanding and subject to redemption remain eligible to be redeemed and, in a scenario in which all are redeemed, the Minimum Cash Condition would not be met without a waiver or alternative financing. The Maximum Redemption scenario presented within this unaudited pro forma condensed combined financial information assumes all of the remaining outstanding 387,551 Public Shares are redeemed, and assumes CXApp, at its sole option and without any other party’s approval, waives the minimum cash condition in the Merger Agreement. If all Public Shares are redeemed, CXApp would be required to waive the minimum cash condition or KINS would otherwise need obtain alternative financing arrangements to satisfy this closing condition.

The unaudited pro forma condensed combined financial information has been prepared using the assumptions below with respect to the potential redemption into cash of shares of KINS Common Stock:

•        Assuming Minimum Redemptions:    This scenario assumes that no additional KINS Public Stockholders exercise redemption rights with respect to their Public Shares for a pro rata share of the funds in the Trust Account and that that Sponsor has exchanged its 6,150,000 shares of KINS Class B Common Stock for 5,721,150 shares of KINS Class A Common Stock immediately prior to the consummation of the Merger pursuant to the terms of the Sponsor Support Agreement.

•        Assuming Maximum Redemptions:    This scenario assumes that 387,551 shares of KINS Class A Common Stock subject to redemption are redeemed for an aggregate payment of approximately $4.0 million (based on an estimated per share redemption price of $10.10 inclusive of amounts held in the Trust Account and estimated interest income and taxes), and that Sponsor has exchanged its 6,150,000 shares of KINS Class B Common Stock for 6,149,999 shares of KINS Class A Common Stock immediately prior to the consummation of the Merger pursuant to the terms of the Sponsor Support Agreement. The Merger Agreement includes a condition to the Closing, that, at the Closing, the cash proceeds from the trust account, plus any amount raised pursuant to permitted equity financings prior to closing of the Merger in the aggregate equaling no less than $9.5 million. In the event cash available at Closing is insufficient to meet the cash condition, a condition to Closing would not be met and the Business Combination may not be consummated without a waiver the cash condition.

The following summarizes the pro forma ownership of common stock of KINS following the Business Combination under both the minimum redemption and maximum redemption scenarios:

____________

(1)      The New CXApp Class A Common Stock and the New CXApp Class C Common Stock will be identical in all respects, except that the New CXApp Class C Common Stock will be subject to transfer restrictions and will automatically convert into New CXApp Class A Common Stock on the earlier to occur of (i) the 180th day following the closing of the Merger and (ii) the day that the last reported sale price of the New CXApp Class A Common Stock equals or exceeds $12.00 per share for any 20 trading days within any 30-trading day period following the closing of the Merger.

(2)      Excludes 13,800,000 shares of New CXApp Class A Common Stock underlying the public warrants.

(3)      Excludes 10,280,000 shares of New CXApp Class A Common Stock underlying the private warrants.

(4)      Includes 225,000 shares of New CX APP Class A Common Stock held by Direct Anchor Investors assuming forfeiture to Sponsor of 525,000 shares of KINS Class B Common Stock prior to closing.

(5)      Includes 518,427 and 600,000 shares of New CXApp Class A Common Stock distributed to Inpixon for its existing interests in KINS under the Minimum Redemptions and Maximum Redemptions scenarios, respectively.

(6)      Pursuant to the Sponsor Support Agreement, the Sponsor and related parties have agreed, subject to the limitation set forth therein, that the total amount of shares of New CXApp Common Stock issued to CXApp Stockholders (as of immediately after consummation of the Distribution) at the Closing will exceed the total amount of shares of New CXApp Common Stock issued to all other parties at the Closing by one share.

(7)      Assumes that 550,539 KINS public shares are redeemed for aggregate redemption payments of approximately $5,573,994, assuming a $10.12 per share redemption price and based on funds in the Trust Account as of January 2023.

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
AS OF SEPTEMBER 30, 2022
(in thousands, except share and per share amounts)