SCHEDULE 13G/A 0001085146-25-001234 0000803012 XXXXXXXX LIVE 1 Common Stock, par value $0.0001 per share 03/31/2025 0001820875 CXApp Inc. 23248B109 FOUR PALO ALTO SQUARE, SUITE 200 3000 EL CAMINO REAL PALO ALTO CA 94306 Rule 13d-1(b) TD SECURITIES (USA) LLC DE 935775 0 935775 0 935775 N 4.5 BD The beneficial ownership of the Reporting Person is comprised solely of 933,775 shares of Common Stock issuable upon the exercise of warrants to purchase shares of Common Stock that are beneficially owned by the Reporting Person (the "Warrants"). The percentage above is based on (i) 19,805,784 shares of Common Stock deemed outstanding as reported by the Issuer in its definitive proxy statement filed on April 17, 2025, plus (ii) the Warrants. TORONTO DOMINION HOLDINGS USA INC DE 0 0 0 0 0 N 0 HC TD GROUP US HOLDINGS LLC DE 0 0 0 0 0 N 0 HC TORONTO DOMINION BANK Z4 0 0 0 0 0 N 0 FI CXApp Inc. FOUR PALO ALTO SQUARE, SUITE 200 3000 EL CAMINO REAL PALO ALTO, CALIFORNIA 94306 TD SECURITIES (USA) LLC TORONTO DOMINION HOLDINGS USA INC TD GROUP US HOLDINGS LLC TORONTO DOMINION BANK ONE VANDERBILT AVENUE NEW YORK, New York 10017 The address of TD Securities (USA) LLC's ("TDS") principal office and Toronto Dominion Holdings (U.S.A.), Inc.'s ("TDH") principal office is 1 Vanderbilt Avenue, New York, New York 10017. The address of TD Group US Holdings LLC's ("TD GUS") principal office is 251 Little Falls Drive, Wellington, Delaware 19808. The address of Toronto Dominion Bank's ("TD Bank") principal office is Toronto-Dominion Centre, 66 Wellington Street West, 12th Floor, TD Tower, Toronto, Ontario, Canada M5K 1A2. TD SECURITIES (USA) LLC - DELAWARE TORONTO DOMINION HOLDINGS USA INC - DELAWARE TD GROUP US HOLDINGS LLC - DELAWARE TORONTO DOMINION BANK - CANADA (FEDERAL LEVEL) N BD HC FI Bank 935,775 TDS has the sole power to vote or direct the vote and the sole power to dispose or direct the disposition of these shares. The beneficial ownership of the Reporting Person is comprised solely of 933,775 shares of Common Stock issuable upon the exercise of warrants to purchase shares of Common Stock that are beneficially owned by the Reporting Person (the "Warrants"). The Warrants held by the Reporting Person have an exercise price of $11.50 per share of Common Stock and are presently exercisable. The percentage is based on (i) 19,805,784 shares of Common Stock deemed outstanding as reported by the Issuer in its definitive proxy statement filed on April 17, 2025, plus (ii) the Warrants. This schedule is jointly filed by TDS, TDH, TD GUS and TD Bank. TDH is the sole owner of TDS. TD GUS is the sole owner of TDH. TD Bank is the sole owner of TD GUS. TD Bank, TDH, and TD GUS may be deemed to hold an indirect interest in the shares reported herein by virtue of their ownership of TDS. Each of TDH, TD GUS and TD Bank disclaims ownership of the shares reported herein except to the extent of its pecuniary interest therein. Each reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) of the US Securities Exchange Act of 1934 or any other purpose, (i) acting (or has agreed or is agreeing to act together with any other person) as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding or disposing of securities of the Issuer or otherwise with respect to the Issuer or any securities of the Issuer or (ii) a member of any group with respect to the Issuer or any securities of the Issuer. 4.5 TD SECURITIES (USA) LLC - 935,775 TORONTO DOMINION HOLDINGS USA INC - 0 TD GROUP US HOLDINGS LLC - 0 TORONTO DOMINION BANK - 0 TD SECURITIES (USA) LLC - 0 TORONTO DOMINION HOLDINGS USA INC - 0 TD GROUP US HOLDINGS LLC - 0 TORONTO DOMINION BANK - 0 TD SECURITIES (USA) LLC - 935,775 TORONTO DOMINION HOLDINGS USA INC - 0 TD GROUP US HOLDINGS LLC - 0 TORONTO DOMINION BANK - 0 TD SECURITIES (USA) LLC - 0 TORONTO DOMINION HOLDINGS USA INC - 0 TD GROUP US HOLDINGS LLC - 0 TORONTO DOMINION BANK - 0 N Y Y N TD Securities (USA) LLC Y Y N By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. Exhibit I JOINT FILING AGREEMENT This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the common stock of CXApp Inc. will be filed on behalf of each of the persons and entities named below in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Dated: May 12, 2025 TD SECURITIES (USA) LLC By: /s/ Christina Petrou Title: Vice President & Chief Operating Officer TORONTO DOMINION HOLDINGS (U.S.A.), INC. By: /s/ Christina Petrou Title: Vice President & Chief Operating Officer TD GROUP US HOLDINGS LLC By: /s/ Romina McMahon Title: Deputy Controller THE TORONTO-DOMINION BANK By: /s/ Christina Petrou Title: Vice President & Chief Operating Officer TD SECURITIES (USA) LLC /s/ Christina Petrou 05/12/2025 TORONTO DOMINION HOLDINGS USA INC /s/ Christina Petrou 05/12/2025 TD GROUP US HOLDINGS LLC /s/ Romina McMahon 05/12/2025 TORONTO DOMINION BANK /s/ Christina Petrou 05/12/2025