PALO
ALTO, Calif., Feb. 13,
2023 /PRNewswire/ -- Inpixon® (Nasdaq:
INPX) today announced that its board of directors has set
March 6, 2023 as the record date
("Record Date") for the dividend of shares of common stock of CXApp
Holding Corp. ("CXApp Holding") to be distributed to Inpixon
securityholders in order to effect the spin-off of Inpixon's
enterprise apps business (including its workplace experience
technologies, indoor mapping, events platform, augmented reality
and related business solutions). The dividend in CXApp Holding
shares is expected to be distributed to holders of Inpixon's
outstanding capital stock and certain other securities as of the
Record Date ("Inpixon Securityholders") on or about March 14, 2023, the expected closing date of the
previously announced business combination (the "Business
Combination") between CXApp Holding and KINS Technology Group Inc.
("KINS") (Nasdaq: "KINZ", "KINZU" for units, "KINZW" for warrants).
Following the closing of the Business Combination, KINS will change
its name to "CXApp Inc." ("New CXApp") and begin trading on the
Nasdaq Capital Market under the stock ticker symbol "CXAI," and
Inpixon will continue to trade on the Nasdaq Capital Market under
the stock ticker symbol "INPX."
Nadir Ali, CEO of Inpixon said,
"I'm excited to announce this next step in the progression of this
transaction that will allow capital and operational resources to be
focused on the growth of the workplace experience business. In
addition to allowing each of the Inpixon and CXApp Holding
businesses the opportunity to pursue their own operational and
strategic priorities, our shareholders will also have the benefit
of receiving securities valued at $69
million in a separate, publicly traded company in addition
to retaining their Inpixon shares."
Inpixon Securityholders will receive shares of CXApp Holding
common stock on a pro rata basis representing 100% of Inpixon's
interest in CXApp Holding. Immediately following the distribution
of CXApp Holding shares, the Business Combination is expected to
close. Upon the closing of the Business Combination, all shares of
CXApp Holding common stock will be automatically exchanged for
shares of New CXApp on a pro rata basis according to an exchange
ratio (the "Exchange Ratio") calculated immediately prior to
closing using a formula set forth in the merger agreement (the
"Merger Agreement") by and among Inpixon, CXApp Holding, KINS and a
subsidiary of KINS. The Exchange Ratio is based on the number of
shares of CXApp Holding common stock outstanding following the
distribution of CXApp Holding shares and immediately prior to the
closing of the Business Combination.
Inpixon Securityholders will receive an aggregate of
approximately 6,900,000 shares of New CXApp common stock in
exchange for their shares of CXApp Holding common stock. Each
Inpixon Securityholder'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)).
Inpixon Securityholders do not need to take any action. Their
CXApp Holding shares received upon distribution of the dividend
will automatically be exchanged for New CXApp common stock in the
Business Combination on the closing date. Following the closing of
the Business Combination, Inpixon stockholders will continue to
hold, along with their new shares of New CXApp common stock, the
same number of shares of Inpixon common stock that they held
immediately prior to the closing.
In connection with the Business Combination, CXApp Holding and
KINS filed registration statements with the Securities and Exchange
Commission (the "SEC"), described below under "Important
Information and Where to Find It." On February 13, 2023, the SEC declared both
registration statements effective. The registration statements
contain further information regarding the spin-off and Business
Combination, including the conditions to completion of the Business
Combination and additional details regarding the calculation of the
exchange ratio described above.
Factors that May Affect the Dividend and Spin-Off
The dividend is conditioned upon, and the spin-off and Business
Combination are subject to, the satisfaction or waiver of closing
conditions for the Business Combination. If certain closing
conditions are not satisfied or waived in advance of the expected
closing date, Inpixon may elect to change the record date for the
dividend to a later date or to not proceed with the dividend or the
spin-off.
Two-Way Trading to Begin for Inpixon on the Nasdaq Capital
Market ("Nasdaq")
Beginning on or around the business day prior to the Record Date
and continuing through the close of trading on the closing date of
the Business Combination, there will be two markets in Inpixon
common stock on Nasdaq: a "regular way" market and an
"ex-distribution" market. During this period of two-way trading in
Inpixon common stock, there will also be a market on Nasdaq for New
CXApp common stock on a "when issued" basis.
The trading options that will be available during the two-way
trading period are:
Inpixon Regular Way Trading
If, during the period of two-way trading, an Inpixon stockholder
sells a share of Inpixon common stock in the regular way market
under Inpixon's Nasdaq symbol, "INPX," the stockholder will be
selling both the share of Inpixon common stock and the right to
receive shares of New CXApp common stock in the transaction.
Inpixon Ex-distribution Trading
If, during the period of two-way trading, an Inpixon stockholder
sells a share of Inpixon common stock in the ex-distribution market
under the temporary Nasdaq symbol "INPXV," the Inpixon stockholder
will be selling only a share of Inpixon common stock and will
retain the right to receive shares of New CXApp common stock in the
transaction.
New CXApp When issued Trading
During the two-way trading period, an Inpixon stockholder also
has the option of selling the right to receive shares of New CXApp
common stock while retaining shares of Inpixon common stock. This
option will be available under the temporary Nasdaq symbol
"CXAIV."
Trades under the symbols "CXAIV" and
"INPXV" will settle after the closing date of the
Business Combination. If the transaction is not completed, all
trades made under these temporary symbols will
be cancelled.
In all cases, investors should consult with their financial and
tax advisors regarding the specific implications of selling shares
of their Inpixon common stock or the right to receive shares of New
CXApp common stock on or before the closing date of the Business
Combination.
About Inpixon
Inpixon® (Nasdaq: INPX) is the innovator of Indoor
Intelligence®, delivering actionable insights for people, places
and things. Combining the power of mapping, positioning and
analytics, Inpixon helps to create smarter, safer, and more secure
environments. The company's Indoor Intelligence and mobile app
solutions are leveraged by a multitude of industries to optimize
operations, increase productivity, and enhance safety. Inpixon
customers can take advantage of industry leading location
awareness, RTLS, workplace and hybrid event solutions, analytics,
sensor fusion, IIoT and the IoT to create exceptional experiences
and to do good with indoor data. For the latest insights, follow
Inpixon on LinkedIn, and Twitter, and visit inpixon.com.
About CXApp Holding Corp.
CXApp Holding is a wholly owned subsidiary of
Inpixon®, the innovator of Indoor
Intelligence®, delivering actionable insights for
people, places and things. Combining the power of mapping,
positioning and analytics, Inpixon helps to create smarter, safer,
and more secure environments. The company's Indoor Intelligence and
mobile app solutions are leveraged by a multitude of industries to
optimize operations, increase productivity, and enhance safety.
Inpixon customers can take advantage of industry leading location
awareness, RTLS, workplace and hybrid event solutions, analytics,
sensor fusion, IIoT and the IoT to create exceptional experiences
and to do good with indoor data.
About KINS Technology Group Inc.
KINS Technology Group Inc. is a blank check company formed as a
Delaware corporation for the
purpose of effecting a merger, capital stock exchange, asset
acquisition, stock purchase, reorganization, or similar business
combination with one or more businesses. KINS Technology Group is
focused on identifying and acquiring transformative technology
businesses that are shaping the digital future and creating a new
paradigm of communications and computing.
Important Information and Where to Find It
In connection with the proposed Business Combination and the
distribution of CXApp Holding common stock to Inpixon
Securityholders, CXApp Holding has filed with the SEC a
registration statement on Form S-1 (File No. 333-267964) (the "Form
S-1"), which includes a final prospectus registering shares of
CXApp Holding common stock, and KINS has filed with the SEC a
registration statement on Form S-4 (File No. 333-267938) on
October 19, 2022, as amended (the
"Form S-4"), which includes a final proxy statement/prospectus in
connection with the KINS stockholder vote required in connection
with the Business Combination and the registration of shares of
KINS common stock, warrants and certain equity awards. This
communication does not contain all the information that should be
considered concerning the Business Combination. The final
prospectus filed by CXApp Holding includes the final proxy
statement/prospectus filed by KINS, which serves as an information
statement/prospectus in connection with the spin-off of CXApp
Holding. This communication is not a substitute for the
registration statements that CXApp Holding and KINS will file with
the SEC or any other documents that KINS or CXApp Holding may file
with the SEC, or that KINS, Inpixon or CXApp Holding may send to
stockholders in connection with the Business Combination. It is not
intended to form the basis of any investment decision or any other
decision in respect to the Business Combination. KINS's
stockholders and Inpixon's securityholders and other interested
persons are advised to read, when available, the preliminary and
definitive registration statements, and documents incorporated by
reference therein, as these materials will contain important
information about KINS, CXApp Holding and the Business Combination.
The final proxy statement/prospectus contained in KINS's
registration statement will be mailed to KINS's stockholders as of
the record date of February 2,
2023, for voting on the Business Combination.
The registration statements, proxy statement/prospectus and
other documents (when they are available) will also be available
free of charge, at the SEC's website at www.sec.gov, or by
directing a request to: KINS Technology Group, Inc., Four Palo Alto
Square, Suite 200, 3000 El Camino Real, Palo Alto, CA 94306.
Participants in the Solicitation
Inpixon, KINS and CXApp Holding, and each of their respective
directors, executive officers and other members of their management
and employees may be deemed to be participants in the solicitation
of proxies from KINS's stockholders in connection with the Business
Combination. KINS stockholders are urged to carefully read the
final proxy statement/prospectus regarding the Business Combination
because it contains important information. Information regarding
the persons who may, under the rules of the SEC, be deemed
participants in the solicitation of KINS's stockholders in
connection with the Business Combination is set forth in the
registration statements. Information about KINS's executive
officers and directors and CXApp Holding's management and directors
is also set forth in the registration statement relating to the
Business Combination.
No Solicitation or Offer
This communication shall neither constitute an offer to sell nor
the solicitation of an offer to buy any securities, or the
solicitation of any proxy, vote, consent or approval in any
jurisdiction in connection with the Business Combination, nor shall
there be any sale of securities in any jurisdiction in which the
offer, solicitation or sale would be unlawful prior to any
registration or qualification under the securities laws of any such
jurisdictions. This communication is restricted by law; it is not
intended for distribution to, or use by any person in, any
jurisdiction where such distribution or use would be contrary to
local law or regulation.
Forward-Looking Statements
This news release contains forward-looking statements. The words
"anticipate," "believe," "continue," "could," "estimate," "expect,"
"intend," "may," "might," "plan," "possible," "potential,"
"predict," "project," "should," "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 communication, including statements regarding the expected
timing and structure of the spin-off and the Business Combination,
the ability of the parties to complete the spin off and the
Business Combination, the estimated Exchange Ratio and aggregate
ownership of New CXApp by Inpixon's securityholders and KINS's
stockholders and by Inpixon and the Sponsor, the anticipated
two-way trading market in Inpixon common stock on Nasdaq, the
expected benefits of the spin-off and the Business Combination, the
tax consequences of the spin-off and the Business Combination, the
amount of gross proceeds expected to be available to CXApp Holding
after the closing and giving effect to any redemptions by KINS
stockholders, CXApp Holding'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 Holding technology platform and other
technologies, CXApp Holding'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 Holding's agreements with
customers 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 Holding and KINS,
that could cause actual results or outcomes to differ materially
from those discussed in the forward-looking statements. Important
factors, among others, that may affect actual results or outcomes
include, but are not limited to: the risk that the transactions may
not be completed in a timely manner or at all, which may adversely
affect the price of Inpixon's or KINS's securities; the risk that
KINS stockholder approval of the Business Combination is not
obtained; the inability to recognize the anticipated benefits of
the Business Combination, which may be affected by, among other
things, the amount of funds available in KINS's trust account
following any redemptions by KINS's stockholders; the failure to
receive certain governmental and regulatory approvals; 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, including as a result of the COVID 19
pandemic or the conflict between Russia and Ukraine; the outcome of litigation related to
or arising out of the Business Combination, or any adverse
developments therein or delays or costs resulting therefrom; the
effect of the announcement or pendency of the transactions on
Inpixon's, CXApp Holding's or KINS's business relationships,
operating results, and businesses generally; the ability to
continue to meet Nasdaq's listing standards following the
consummation of the Business Combination; costs related to the
Business Combination; that the price of KINS's or Inpixon's
securities may be volatile due to a variety of factors, including
Inpixon's, KINS's or CXApp Holding's inability to implement their
business plans or meet or exceed their financial projections and
changes in the combined capital structure; the ability to implement
business plans, forecasts, and other expectations after the
completion of the Business Combination, and identify and realize
additional opportunities; and the ability of CXApp Holding to
implement its strategic initiatives.
The foregoing list of factors is not exhaustive. You should
carefully consider the foregoing factors and the other risks and
uncertainties described in the "Risk Factors" section of Inpixon's
most recent annual report on Form 10-K, KINS's registration
statement on Form S-1 (File No. 333-249177) and the Form S-4, the
Form S-1, the proxy statement/prospectus and certain other
documents filed or that may be filed by Inpixon, KINS or CXApp
Holding from time to time with the SEC following the date hereof.
These filings identify and address other important risks and
uncertainties that could cause actual events and results to differ
materially from those contained in the forward-looking statements.
Forward-looking statements speak only as of the date they are made.
Readers are cautioned not to put undue reliance on forward-looking
statements, and Inpixon, CXApp Holding and KINS assume no
obligation and do not intend to update or revise these
forward-looking statements, whether as a result of new information,
future events, or otherwise.
None of Inpixon, CXApp Holding or KINS gives any assurance that
Inpixon, CXApp Holding or KINS will achieve their expectations.
Inpixon Contacts
General inquiries:
Inpixon
Email: marketing@inpixon.com
Web: inpixon.com/contact-us
Investor relations:
Crescendo Communications, LLC
Tel: +1 212-671-1020
Email: INPX@crescendo-ir.com
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SOURCE Inpixon
