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United States securities and exchange commission logo
December 28, 2022
Khurram P. Sheikh
Chief Executive Officer
KINS Technology Group, Inc.
Four Palo Alto Square, Suite 200
3000 El Camino Real
Palo Alto, CA 94306
Re: KINS Technology
Group, Inc.
Amendment No. 1 to
Registration Statement on Form S-4
Filed December 6,
2022
File No. 333-267938
Dear Khurram P. Sheikh:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our
November 18, 2022 letter.
Amendment No. 1 to Registration Statement on Form S-4 filed December 6,
2022
Preservation of the Intended Tax Treatment of Certain Aspects of the
Transactions, page 40
1. We note your responses
to prior comments 10 and 11 regarding the consequences to New
CXApp stockholders
should the IRS disallow the tax-free treatment of the spin-off made
pursuant to the Reverse
Morris Trust. Either here or in a Q&A, please clearly indicate
whether legacy Inpixon
stockholders who will receive New CXApp shares as part of the
spin-off and eventually
the business combination with the public SPAC KINS Technology
must maintain a 50.1%
ownership of New CXApp for at least two years and that the
consequences of the
failure to do so could result in a taxable gain to Inpixon that New
CXApp may have to
indemnify. Clarify how, or if, legacy Inpixon stockholders are
Khurram P. Sheikh
KINS Technology Group, Inc.
December 28, 2022
Page 2
restricted from selling their shares to prevent their ownership
percentage from
falling below 50.1%, such as through the lock-up agreements, Class C
shares or
restrictions or other methods.
2. We note your disclosure on page 92 that Inpixon is currently
considering strategic
alternatives that include divesting further portions of its remaining
business. Please
disclose in the summary the possible resulting taxable gain that
Inpixon may incur
from the spin-off and divestiture of the enterprise application
business of Inpixon and
that New CXApp would not indemnify any resulting taxable gain.
Further, clarify that if
there is a taxable gain payable by Inpixon whether the restrictions as
to issuances of new
equity, mergers and other restricted transactions for two years would
no longer apply.
Interests of CXApp's Directors and Executive Officers in the Merger, page 49
3. Please disclose the combined beneficial interests of Inpixon and its
related parties
(including but not limited to Nadir Ali) in KINS Technology, including
indirect ownership
through KINS Capital based on their membership interests in Cardinal
Venture Holdings
which owns certain interests in KINS Capital.
Unaudited Pro Forma Condensed Combined Financial Information, page 96
4. We note you anticipate the Business Combination will be accounted for
as a reverse
recapitalization. You disclosed several reasons why CXApp has been
determined to be
the accounting acquirer including that CXApp s management will
comprise the majority
of New CXApp. However, we also note on page 231 that Mr. Khurram P.
Sheikh, KINS'
current Chairman, Chief Executive Officer, and Chief Financial
Officer, will serve as the
Chairman and Chief Executive Officer of the combined company.
Additionally, Messrs.
Sheikh, Martino, and Eisnor, currently KINS' directors, have been
nominated to serve on
the Combined Company Board. Please explain to us your consideration of
the post-
closing composition of the Board and designation of the Chief
Executive Officer when
concluding that CXApp, and not KINS Technology Group, is the
accounting acquirer.
Also, clarify on page 96 the contemplated composition of the Combined
Company's
Board and management.
Transaction Accounting Adjustments to Unaudited Pro Forma Condensed Combined
Balance
Sheet, page 103
5. Explain to us your consideration of providing a pro forma adjustment for
the $225,000
loan from the Sponsor to the Company for each share of Class A common
stock that is not
FirstName LastNameKhurram P. Sheikh
redeemed in connection with the stockholder vote to approve the
extension under
Comapany NameKINS
the Minimum Technology
Redemption Group, Inc.
Scenario. If deemed a "loan," please also
disclose the
repayment
December terms
28, 2022 Pagein2a corresponding note. We note your disclosure on
page 32.
FirstName LastName
Khurram P. Sheikh
FirstName LastNameKhurram
KINS Technology Group, Inc. P. Sheikh
Comapany28,
December NameKINS
2022 Technology Group, Inc.
December
Page 3 28, 2022 Page 3
FirstName LastName
Opinion of KNAV P.A., page 153
6. We reissue prior comment 26 regarding your description of the KNAV
fairness opinion,
and prior comment 25 with regards to the GV discounted cash flow
analysis. Please revise
this section to clarify the specific financial information and
projections that were provided
to KNAV and to provide detailed support for the ultimate conclusions
reached. For
example, provide an illustrative table that includes the unlevered
free cash flow for each
period used in the discounted cash flow analyses. Further, please
identify the other
companies used in your comparative analysis to other public companies
and provide the
metrics used and calculated for each method.
Market Size, page 208
7. We reissue prior comment 29 regarding your industry and market data.
Please identify the
specific research companies and reports that are used to support your
industry and market
data.
Key Factors Affecting Design Reactor's Results of Operations, page 214
8. We reissue prior comment 34, as we are unable to locate the changes
that are responsive
to this comment. Please provide a more detailed description of your
customer base, such
as the number of customers from year to year and any concentration in
geographic
location, size, or industry. Additionally please clarify whether your
management uses any
key metrics to evaluate customer growth or penetration.
You may contact Kathryn Jacobson, Senior Staff Accountant, at (202)
551-3365 or
Robert Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have
questions regarding
comments on the financial statements and related matters. Please contact Edwin
Kim, Staff
Attorney, at (202) 551-3297 or Jeff Kauten, Staff Attorney, at (202) 551-3447
with any other
questions.
Sincerely,
Division of
Corporation Finance
Office of
Technology
cc: Michael Mies, Esq.