SEC FORM 4/A SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
 
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
KINS Capital LLC

(Last) (First) (Middle)
FOUR PALO ALTO SQUARE, SUITE 200
3000 EL CAMINO REAL

(Street)
PALO ALTO CA 94306

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
CXApp Inc. [ CXAI ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
03/14/2023
4. If Amendment, Date of Original Filed (Month/Day/Year)
03/16/2023
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 03/14/2023 A(1) 6,652,776(2) A (1) 6,652,776 D(3)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Private Placement Warrants $11.5 03/14/2023 A(4) 9,103,528(5) (4) (4) Class A Common Stock 9,103,528 (4) 9,103,528 D(3)
1. Name and Address of Reporting Person*
KINS Capital LLC

(Last) (First) (Middle)
FOUR PALO ALTO SQUARE, SUITE 200
3000 EL CAMINO REAL

(Street)
PALO ALTO CA 94306

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Cardinal Venture Holdings LLC

(Last) (First) (Middle)
FOUR PALO ALTO SQUARE
3000 EL CAMINO REAL

(Street)
PALO ALTO CA 94308

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Sheikh Khurram P

(Last) (First) (Middle)
FOUR PALO ALTO SQUARE
3000 EL CAMINO REAL

(Street)
PALO ALTO CA 94308

(City) (State) (Zip)
Explanation of Responses:
1. On March 14, 2023 (the "Closing Date"), pursuant to the Agreement and Plan of Merger, dated September 25, 2022 (the "Merger Agreement"), by and among KINS Technology Group Inc. ("KINS"), KINS Merger Sub Inc. ("Merger Sub"), Inpixon and CXApp Holding Corp. ("CXApp"), Merger Sub merged with and into CXApp (the "Merger"), with CXApp surviving the Merger as a wholly-owned subsidiary of KINS. Following the Merger, KINS changed its name to CXApp Inc. On the Closing Date, in connection with the Merger and pursuant to the Sponsor Support Agreement, dated September 25, 2022, by and among KINS, Inpixon, CXApp and KINS Capital LLC (the "Sponsor"), the Sponsor was issued 6,652,776 shares of Class A common stock, par value $0.0001 per share, of KINS ("KINS Class A Common Stock") in exchange for 6,150,000 shares of Class B common stock, par value $0.0001 per share, of KINS ("KINS Class B Common Stock").
2. The Form 4 filed on March 16, 2023 inadvertently reported an incorrect number of shares of KINS Class A Common Stock the reporting person beneficially owns.
3. The Sponsor, in whose name the securities reported herein are held, is managed by its managing member, Cardinal Venture Holdings LLC. The managing member of Cardinal Venture Holdings LLC is Khurram P. Sheikh. Each of Cardinal Venture Holdings LLC and Mr. Sheikh may be deemed a beneficial owner of shares held by the Sponsor but each disclaims beneficial ownership of any such shares except to the extent of its or his respective pecuniary interest therein.
4. Private placement warrants were acquired by the Sponsor upon consummation of KINS's initial public offering on December 17, 2020 at a purchase price of $1.00 per warrant, with each warrant exercisable for one share of KINS Class A Common Stock. The private placement warrants will become exercisable 30 days after the Closing Date and expire five years after the Closing Date.
5. The Form 4 filed on March 16, 2023 inadvertently reported an incorrect number of private placement warrants the reporting person beneficially owns.
Remarks:
Khurram P. Sheikh, the managing member of Cardinal Venture Holdings LLC, serves on the board of directors of CXApp Inc. For the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each of the Sponsor and Cardinal Venture Holdings LLC may be deemed a director by deputization with respect to CXApp Inc. on the basis of Mr. Sheikh's service on CXApp Inc.'s board of directors.
KINS Capital LLC, By: /s/ Khurram P. Sheikh, President 03/17/2023
Cardinal Venture Holdings LLC, By: /s/ Khurram P. Sheikh, Managing Member 03/17/2023
/s/ Khurram P. Sheikh 03/17/2023
** Signature of Reporting Person Date
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