KINS Technology Group Inc. (“KINS” or the “Company”) (Nasdaq:
“KINZ” ,“KINZU” for units ,“KINZW” for warrants) announced that its
stockholders have approved an extension of the date by which the
Company must consummate a business combination from December 16,
2022 to June 15, 2023 (or such earlier date as determined by KINS’s
board of directors) (the “Extension”) at the special meeting of
stockholders held on December 9, 2022 (the “Special Meeting”). The
Extension provides KINS with additional time to complete the
previously announced proposed business combination (the “Business
Combination”) with CXApp Holding Corp. (“CXApp”).
Khurram P. Sheikh, Chairman & Chief Executive Officer of
KINS, commented on the results of the meeting: “We are happy to
report that more than 99% of the votes cast by our stockholders
supported the extension, which will allow us additional time to
complete our business combination with CXApp. With this vote of
approval, we will continue to work towards completing a successful
business combination that we believe will enhance growth
opportunities for the business and increase stockholder value for
this company.”
KINS Capital LLC, the sponsor, will contribute to the Company as
a loan $0.04 for each share of Class A Common Stock that is not
redeemed in connection with the stockholder vote to approve the
Extension for each month until the earlier of the date of the
stockholder meeting held in connection with the stockholder vote to
approve the Business Combination, or the date that $225,000 has
been loaned.
The Company previously extended the period of time it has to
consummate its initial business combination from June 17, 2022 to
December 16, 2022.
Business Combination
On September 25, 2022, KINS entered into a definitive business
combination agreement pursuant to which it would acquire CXApp and
its workplace experience app platform and technologies, indoor
mapping, events platform, augmented reality and related business
solutions in exchange for 6.9 million shares of KINS capital stock
valued at $69 million. Upon the closing of the Business
Combination, which is expected in early first quarter of 2023, the
combined company will be re-named CXApp Inc. and plans to list on
Nasdaq, under the new ticker symbol, “CXAI.”
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.
The five pillars of this new paradigm are next generation
connectivity, open software, edge-cloud computing, predictive data
analytics (AI), and immersive media technologies. We believe the
world is at an inflection point and these technologies are
accelerating digital transformation across all vertical market
segments including IT, industrial, transportation, smart
infrastructure, healthcare, education, agriculture, and
entertainment.
About CXApp Holding Corp.
CXApp is a wholly owned subsidiary of Inpixon® (Nasdaq:
INPX), 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.
Important Information and Where to Find It
In connection with the proposed business combination of
Inpixon’s enterprise apps business segment, which will be held by
CXApp Holding Corp. (“CXApp”), with KINS (the “Business
Combination”) and the distribution of CXApp common stock to Inpixon
securityholders, CXApp has filed with the SEC a registration
statement on Form S-1 (the “Form S-1”), which includes a
preliminary prospectus registering shares of CXApp 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 on December
6, 2022 (the “Form S-4”), which includes a preliminary 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 will include the
final proxy statement/prospectus filed by KINS, which will serve as
an information statement/prospectus in connection with the spin-off
of CXApp. This communication is not a substitute for the
registration statements that CXApp and KINS will file with the SEC
or any other documents that KINS or CXApp may file with the SEC, or
that KINS, Inpixon or CXApp 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
stockholders 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 and the
Business Combination. The final proxy statement/prospectus
contained in KINS’s registration statement will be mailed to KINS’s
stockholders as of a record date to be established 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, 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. Stockholders are urged to carefully read the proxy
statement/prospectus regarding the Business Combination when it
becomes available, because it will contain 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 will be
set forth in the registration statement when it is filed with the
SEC. Information about KINS’s executive officers and directors and
CXApp’s management and directors also will be set forth in the
registration statement relating to the Business Combination when it
becomes available.
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 communication 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 Business
Combination, the ability of the parties to complete the Business
Combination, the expected benefits of the Business Combination,
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, and Inpixon’s
expectations regarding the remainder of its industrial IoT business
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. 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’s or KINS’s
business relationships, operating results, and businesses
generally; the fluctuation of economic conditions; the impact of
COVID-19, global conflicts, inflation and other global events on
Inpixon’s results of operations and global supply chain
constraints; Inpixon’s ability to integrate the products and
business from acquisitions into its existing business; the
performance of management and employees; the regulatory landscape
as it relates to privacy regulations and their applicability to
Inpixon’s technology; Inpixon’s ability to maintain compliance with
Nasdaq’s continued listing requirements; the ability to obtain
financing if needed; competition; general economic conditions; 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’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 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 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 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 or KINS gives any assurance that Inpixon,
CXApp or KINS will achieve their expectations.
For investor and media inquiries, please contact:
KINS Technology Group Inc.3000 El Camino Real Four Palo
Alto Square, Suite 200Attn: Khurram P.
Sheikhkhurram@kins-tech.com
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