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                              June 14, 2023

       Khurram Sheikh
       Chief Executive Officer
       CXApp Inc.
       Four Palo Alto Square, Suite 200,
       3000 El Camino Real
       Palo Alto, CA 94306

                                                        Re: CXApp Inc.
                                                            Amendment No.1 to
Registration Statement on Form S-1
                                                            File May 26, 2023
                                                            File No. 333-271340

       Dear Khurram Sheikh:

              We have limited our review of your amended registration statement
to those issues we
       have addressed in our 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 May
15, 2023 letter.

       Amendment No. 1 to Form S-1

       Cover Page

   1.                                                   We note your response
to prior comment 2 and your disclosure that the prospectus relates
                                                        to "24,080,000 shares
of common stock reserved for issuance upon the exercise of
                                                        warrants to purchase
common stock, which are comprised of 13,800,000 shares of
                                                        common stock issuable
upon exercise of the public warrants and 10,280,000 shares of
                                                        common stock issuable
upon exercise of the private placement warrants." It appears that
                                                        you also intend to
register the resale by the Sponsor and BlackRock of the shares issuable
                                                        upon exercise of the
Private Placement Warrants. Therefore, in addition to indicating that
                                                        you are registering the
offer and sale by the company of the shares issuable exercise of the
 Khurram Sheikh
CXApp Inc.
June 14, 2023
Page 2
         Private Placement Warrants, also indicate that you are registering the
resale by the
         Sponsor and BlackRock of the shares issuable upon exercise of the
Private Placement
         Warrants.
2.       Please clarify that the Private Placement Warrants were issued to both
the Sponsor and
         BlackRock.
Certain existing stockholders purchased, or may purchase, securities in the
Company at a price
below the current trading price..., page 13

3.       As requested in prior comment 7, please specifically address all
selling securityholders
         who may experience a positive rate of return based on the current
market price. In
         particular, disclose the number of securities being offered by the
Direct Anchor Investors
         and the Sponsor (including the number of shares attributable to
Inpixon and Inpixon   s
         management through their interests in the Sponsor) and the potential
profit from the sale
         of these securities based on the market price. In addition, if BTIG
LLC may experience a
         positive rate of return, disclose the number of shares and the
potential profit.
Sales of a substantial number of our securities in the public market by the
Selling
Securityholders..., page 13

4.       In response to comment 9, you disclose that you issued 100,000 shares
to BTIG, LLC
         "without cash consideration in exchange for their engagement to
provide strategic and
         capital markets advisory services." Please disclose the value of the
services provided by
         BTIG for these shares and thus the effective purchase price. Provide
this disclosure here
         and elsewhere as appropriate.
Principal Stockholders, page 97

5.       Please revise the beneficial ownership table to be consistent with the
disclosure
         requirements of Item 403 of Regulation S-K and to reflect beneficial
ownership as of the
         most recent practicable date. For example, it is unclear why you are
including "CXApp
         existing Stockholders" and "KINS Public Stockholders" in the table.
Recent  Sales
FirstName     of Unregistered Securities,
           LastNameKhurram       Sheikh page II-2
Comapany
6.          NameCXApp
       We note             Inc. to prior comment 15. Please provide disclosure
regarding your
                 your response
       sales
June 14, 2023ofPage
                unregistered
                    2        securities within the past three years.
FirstName LastName
 Khurram Sheikh
FirstName
CXApp Inc.LastNameKhurram Sheikh
Comapany
June       NameCXApp Inc.
     14, 2023
June 14,
Page 3 2023 Page 3
FirstName LastName
       You may contact Austin Pattan, Staff Attorney, at (202) 551-6756 or
Kathleen Krebs,
Special Counsel, at (202) 551-3350 with any questions.



                                                          Sincerely,

                                                          Division of
Corporation Finance
                                                          Office of Technology
cc:      Michael J. Mies, Esq.