As filed with the Securities and Exchange Commission on January 10, 2023

Registration No. 333-267938​

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 2
TO

FORM S-4

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

KINS TECHNOLOGY GROUP INC.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of
incorporation or organization) 6770 (Primary Standard Industrial
Classification Code Number) 85-2104918 (I.R.S. Employer
Identification Number)

Four Palo Alto Square, Suite 200,
3000 El Camino Real
Palo Alto, CA 94306
Telephone: (650) 575-4456

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Khurram P. Sheikh
Chairman, Chief Executive Officer and Chief Financial Officer
c/o KINS Technology Group Inc.
Four Palo Alto Square, Suite 200
3000 El Camino Real
Palo Alto, CA 94306
Telephone: (650) 575-4456

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Michael J. Mies
Skadden, Arps, Slate, Meagher &
Flom LLP
525 University Avenue, Suite 1400
Palo Alto, California 94301
Telephone: (650) 470-4500 Nimish Patel, Esq.
Blake Baron, Esq.
Mitchell Silberberg & Knupp LLP
2049 Century Park East, 18th Floor
Los Angeles, California 90064
Telephone: (310) 312-2000

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this registration statement becomes effective and upon completion of the merger.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box: ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
​	Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

If applicable, place an ☒ in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

EXPLANATORY NOTE

KINS Technology Group Inc. (“KINS”) is filing this registration statement on Form S-4 to register shares of its common stock, par value $0.0001 per share, that will be issued in connection with the merger of KINS Merger Sub Inc., which is a wholly owned subsidiary of KINS, with and into CXApp Holding Corp., a Delaware corporation (“CXApp”), which is a newly formed entity incorporated for purposes of effectuating the transaction and currently a wholly owned subsidiary of Inpixon (“Inpixon”), with CXApp surviving the merger as a wholly owned subsidiary of KINS. Pursuant to the instructions on Form S-4, the proxy statement/prospectus which forms a part of this registration statement is also deemed filed pursuant to KINS’ obligations under Regulation 14A in connection with KINS’ special meeting to approve the issuance of KINS common stock in connection with the merger and related proposals described herein. In addition, CXApp has filed a registration statement on Form S-1 (Registration No. 333-267964) to register shares of its common stock, par value $0.00001 per share, which will be distributed to Inpixon securityholders pursuant to the spin-off in connection with the merger (the “S-1 Registration Statement”). The proxy statement/ prospectus which forms a part of this registration statement also forms a part of the S-1 Registration Statement. In the spin-off, all of Inpixon’s securityholders would receive a pro rata number of shares of CXApp common stock. At the closing of the merger, the CXApp common stock will be converted into shares of KINS common stock.

The information in this preliminary proxy statement/prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the U.S. Securities and Exchange Commission is effective. This preliminary proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PROXY STATEMENT FOR
SPECIAL MEETING OF STOCKHOLDERS OF
KINS TECHNOLOGY GROUP INC.

PROSPECTUS FOR
690,000 SHARES OF CLASS A COMMON STOCK,
6,210,000 SHARES OF CLASS C COMMON STOCK, AND 6,210,000 SHARES OF
CLASS A COMMON STOCK THAT ARE ISSUABLE UPON CONVERSION OF THE 6,210,000 SHARES OF CLASS C COMMON STOCK OF KINS TECHNOLOGY
GROUP INC.,WHICH WILL BE RENAMED “CXAPP INC.”
IN CONNECTION WITH THE MERGER DESCRIBED HEREIN

The board of directors of KINS Technology Group Inc., a Delaware corporation (“KINS” and, after the Merger as described below, “New CXApp”), has unanimously approved (1) the merger of KINS Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of KINS (“Merger Sub”), with and into CXApp Holding Corp., a Delaware corporation (“CXApp”) (the “Merger”), with CXApp surviving the Merger as a wholly-owned subsidiary of New CXApp, pursuant to the terms of the Agreement and Plan of Merger, dated as of September 25, 2022, by and among KINS, Merger Sub, Inpixon, a Nevada corporation and parent company of CXApp (“Inpixon”) and CXApp, attached to this proxy statement/prospectus as Annex A (the “Merger Agreement”), as more fully described elsewhere in this proxy statement/prospectus and any inconsistencies between this proxy statement/prospectus and the Merger Agreement shall be determined by reference to the Merger Agreement and (2) the other transactions contemplated by the Merger Agreement and documents delivered pursuant to the Merger Agreement. Following the closing of the Merger, KINS intends to change its name to CXApp Inc. and is referred to herein as “New CXApp.”

Immediately prior to the Closing, Inpixon and certain of Inpixon’s subsidiaries will engage in a series of transactions to transfer the Enterprise Apps Business, including certain related subsidiaries of Inpixon, to CXApp, and make a cash contribution to CXApp of up to $10,000,000. Inpixon will distribute to Inpixon securityholders 100% of the common stock of CXApp on a pro rata basis. Upon the Closing, Merger Sub will be merged with and into CXApp, with CXApp being the surviving corporation in the Merger. Upon consummation of the Merger, the separate corporate existence of Merger Sub shall cease and CXApp, as the surviving corporation of the Merger, shall continue its corporate existence under the General Corporation Law of the State of Delaware, as a wholly owned subsidiary of New CXApp. At the closing of the Merger, the CXApp common stock will be converted into shares of KINS common stock.

As described in this proxy statement/prospectus, KINS’ stockholders are being asked to consider and vote upon (among other things) a proposal to approve and adopt the Merger Agreement, the Merger and the other proposals set forth herein.

This proxy statement/prospectus covers 690,000 shares of KINS Class A common stock, 6,210,000 shares of KINS Class C common stock, and 6,210,000 shares of KINS Class A Common Stock that are issuable upon conversion of the 6,210,000 shares of KINS Class C Common Stock.

KINS’ units, Class A common stock and public warrants are publicly traded on the Nasdaq Capital Market (“Nasdaq”) under the symbols “KINZU”, “KINZ” and “KINZW”, respectively. Following the Merger, New CXApp (including common stock issuable in the Merger) and warrants to purchase New CXApp common stock will be listed on Nasdaq under the symbols “CXAI” and “CXAIW”, respectively. New CXApp will not have units traded following the closing of the Merger.

This proxy statement/prospectus provides stockholders of KINS with detailed information about the Merger and other matters to be considered at the KINS Special Meeting. In addition, this proxy statement/prospectus provides securityholders of Inpixon with detailed information regarding the Merger and the spin-off in connection with the Merger, as well as important business and financial information about CXApp and KINS and the combined company. We urge you to read this entire document, including the Annexes and other documents referred to herein, carefully and in their entirety. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 61 of this proxy statement/​prospectus.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE MERGER OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

This proxy statement/prospectus is dated            , 2023,
and is first being mailed on or about            , 2023.

KINS TECHNOLOGY GROUP INC.
NOTICE OF THE KINS SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON       , 2023

NOTICE IS HEREBY GIVEN that a special meeting of the stockholders (the “KINS Special Meeting”), of KINS Technology Group Inc., a Delaware corporation (which is referred to as “KINS”) will be held on           , 2023, at           , San Francisco time, at           . In light of the COVID-19 pandemic and to protect the health of stockholders of KINS and the community, the KINS Special Meeting will be a completely virtual meeting of stockholders conducted via live audio webcast. You will be able to attend the KINS Special Meeting by visiting           and entering your control number as further explained in the accompanying proxy statement/prospectus.

You are cordially invited to attend the KINS Special Meeting for the following purposes:

1.

Proposal No. 1 The Business Combination Proposal — To consider and vote upon a proposal to approve the Agreement and Plan of Merger, dated as of September 25, 2022 (as it may be amended and/or restated from time to time, the “Merger Agreement”), by and among KINS, KINS Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of KINS (“Merger Sub”), Inpixon, a Nevada corporation (“Inpixon”), and CXApp Holding Corp., a Delaware corporation (“CXApp”), pursuant to which, subject to approval by the stockholders of KINS, Merger Sub will merge with and into CXApp, with CXApp being the surviving company and a wholly-owned subsidiary of KINS and the transactions contemplated thereby (collectively, the “Merger”). KINS after giving effect to the consummation of the Merger is referred to herein as “New CXApp”. A copy of the Merger Agreement is attached to this proxy statement/prospectus as Annex A (the “Business Combination Proposal”);

2.

Proposal No. 2: The Charter Amendment Proposal — To consider and vote upon a proposal to approve and adopt the second amended and restated certificate of incorporation of KINS (the “Proposed Charter”) that will replace the existing amended and restated certificate of incorporation of KINS currently in effect (the “Existing Charter”), which, if approved, would take effect at the effective time of the Merger (a copy of the Proposed Charter is attached to this proxy statement/​prospectus as Annex C), as further described in this proxy statement/prospectus (the “Charter Amendment Proposal”);

3.

Proposal No. 3(A)-(D): Advisory Amendment Proposals — To consider and vote upon a proposal to approve, on a non-binding advisory basis, certain governance proposals in the Proposed Charter, which are being presented separately in accordance with United States Securities and Exchange Commission (the “SEC”) guidance to give stockholders the opportunity to present their separate views on important corporate governance provisions (such proposals, collectively, the “Advisory Amendment Proposals”);

(a)

Proposal No. 3(A): Advisory Amendment Proposal A — approve and adopt a provision of the Proposed Charter providing that the name of New CXApp will be “CXApp Inc.”;

(b)

Proposal No. 3(B): Advisory Amendment Proposal B — to change the number of authorized capital stock of KINS from (a) 200,000,000 shares of Class A common stock of KINS, 20,000,000 shares of Class B common stock of KINS (the shares of which will all convert into shares of Class A common stock in connection with the Merger) and 2,000,000 shares of preferred stock of KINS, to (b) 200,000,000 shares of New CXApp Class A common stock (“New CXApp Class A Common Stock”), 10,000,000 shares of New CXApp Class C common stock (“New CXApp Class C Common Stock”), and 2,000,000 shares of preferred stock of New CXApp;

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(c)

Proposal No. 3(C): Advisory Amendment Proposal C — to provide for the classification of the board of directors into three classes of directors and to change the size of the Combined Company Board to up to five (5) directors;

(d)

Proposal No. 3(D): Advisory Amendment Proposal D — to eliminate various provisions under the Existing Charter applicable only to blank check companies, including the provisions requiring that KINS have net tangible assets of at least $5,000,001 immediately prior to, or upon such consummation of, a business combination;

4.

Proposal No. 4: The Director Election Proposal — To consider and vote upon a proposal to elect five directors, effective immediately upon the closing of the Merger, to be allocated by the board of directors into three classes of directors and to serve staggered terms on the board of directors until the first, second and third annual meetings of stockholders following the date of the filing of the Proposed Charter, as applicable, and until their respective successors are duly elected and qualified (the “Director Election Proposal”);

5.

Proposal No. 5: The Nasdaq Proposal — To consider and vote upon a proposal, for purposes of complying with the applicable rules of Nasdaq, the issuance of New CXApp Common Stock to the CXApp Stockholders pursuant to the Merger Agreement (the “Nasdaq Proposal”);

6.

Proposal No. 6: The Incentive Plan Proposal — To consider and vote upon a proposal to approve and adopt the 2023 New CXApp Equity Incentive Plan (the “Incentive Plan”), including the authorization of the initial share reserve under the Incentive Plan (the “Incentive Plan Proposal”), a copy of the Incentive Plan is attached to this proxy statement/prospectus as Annex I; and

7.

Proposal No. 7: The Adjournment Proposal — If put to the meeting, to consider and vote upon a proposal to adjourn the KINS Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the KINS Special Meeting, there are not sufficient votes to approve the Business Combination Proposal, the Charter Amendment Proposal, the Advisory Amendment Proposals, the Director Election Proposal, the Nasdaq Proposal or the Incentive Plan Proposal (the “Adjournment Proposal”).

Notwithstanding the order in which the proposals are set out herein, the KINS Board may put the above proposals in such order as it may determine at the meeting.

Only holders of record of KINS’ common stock at the close of business on       , 2023 are entitled to notice of the KINS Special Meeting and to vote at the KINS Special Meeting and any adjournments or postponements of the KINS Special Meeting. A complete list of stockholders of KINS of record entitled to vote at the KINS Special Meeting will be available for 10 days before the KINS Special Meeting at the principal executive offices of KINS for inspection by stockholders during ordinary business hours for any purpose germane to the KINS Special Meeting.

The resolutions to be voted upon in person or by proxy at the KINS Special Meeting relating to the above proposals are set forth in the proxy statement/prospectus sections entitled “Proposal No. 1 — The Business Combination Proposal,” “Proposal No. 2 — The Charter Amendment Proposal,” “Proposal No. 3 — The Advisory Amendment Proposals,” “Proposal No. 4 — The Director Election Proposal,” “Proposal No. 5 — The Nasdaq Proposal,” “Proposal No. 6 — The 2023 Incentive Plan Proposal” and “Proposal No. 7 — The Adjournment Proposal,” respectively.

The Merger will be consummated only if the Business Combination Proposal, the Charter Amendment Proposal, the Director Election Proposal, the Nasdaq Proposal and the Incentive Plan Proposal (collectively, the “Condition Precedent Proposals”) are approved at the KINS Special Meeting. The Advisory Amendment Proposals and the Adjournment Proposal are not conditioned on any other proposal (together with the Condition Precedent Proposals, the “Transaction Proposals”). If the stockholders of KINS do not approve each of the Condition Precedent Proposals, the Merger may not be consummated.

KINS is providing the accompanying proxy statement/prospectus and accompanying proxy card to KINS’ stockholders in connection with the solicitation of proxies to be voted at the KINS Special Meeting and at any adjournments of the KINS Special Meeting. Information about the KINS Special Meeting, the

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Merger and other related business to be considered by KINS’ stockholders at the KINS Special Meeting is included in the accompanying proxy statement/prospectus. Whether or not you plan to attend the KINS Special Meeting, all of KINS’ stockholders are urged to read the accompanying proxy statement/prospectus, including the Annexes and other documents referred to therein, carefully and in their entirety. You should also carefully consider the risk factors described in the section entitled “Risk Factors.”

After careful consideration, the KINS Board has determined that each of the Transaction Proposals are in the best interests of KINS and the KINS stockholders and unanimously recommends that you vote or give instruction to vote “FOR” each of the Transaction Proposals.

When you consider the recommendation of the Transaction Proposals by the KINS Board, you should keep in mind that KINS’ directors and officers have interests in the Merger that may conflict with your interests as a stockholder. See the section entitled “Proposal No. 1 — The Business Combination Proposal — Interests of KINS’ Directors and Officers in the Merger” in the proxy statement/prospectus for a further discussion of these considerations.

Under the Merger Agreement, the approval of each of the Condition Precedent Proposals is a condition to the consummation of the Merger. The adoption of each Condition Precedent Proposal is conditioned on the approval of all of the Condition Precedent Proposals. The Adjournment Proposal is not conditioned on the approval of any other proposal. If KINS’ stockholders do not approve each of the Condition Precedent Proposals, the Merger may not be consummated.

The Sponsor, in its capacity as a KINS stockholder, intends to vote the KINS Founder Shares owned by it in favor of each of the proposals. On June 10, 2022, in connection with the Company’s previous extension, 26,661,910 shares of Class A Common Stock (representing approximately 96.6% of the then outstanding Class A Common Stock) were tendered for redemption and redeemed, resulting in 938,090 shares of Class A Common Stock remaining. On December 9, 2022, in connection with the Company’s recent extension, 550,539 shares of Class A Common Stock (representing approximately 58.7% of the then outstanding Class A Common Stock) were tendered for redemption and redeemed, resulting in 387,551 shares of Class A Common Stock remaining. As a result, Sponsor’s 6,150,000 KINS Founder Shares currently represent approximately 84.39% of the total voting power of the Company. Accordingly, it is expected that the shares of KINS Common Stock held by Sponsor will be sufficient to establish quorum and to pass each of the proposals, including the business combination.

Pursuant to the Existing Charter, KINS will provide holders (“KINS Public Stockholders”) of KINS’ Class A common stock (“KINS Public Shares”) with the opportunity to redeem their KINS Public Shares for cash equal to their pro rata share of the aggregate amount on deposit in the trust account established at the consummation of the KINS Initial Public Offering (as defined below) (the “Trust Account”), which holds the proceeds of KINS’ initial public offering (the “KINS Initial Public Offering”) as of two business days prior to the consummation of the transactions contemplated by the Merger (including interest earned on the funds held in the Trust Account and not previously released to KINS to pay its franchise and income taxes) upon the closing of the transactions contemplated by the Merger Agreement. For illustrative purposes, based on funds in the Trust Account of $     on            , the estimated per share redemption price would have been approximately $    , excluding additional interest earned on the funds held in the Trust Account and not previously released to KINS to pay its franchise and income taxes. KINS Public Stockholders may elect to redeem their shares without voting, and if they do vote, irrespective of whether they vote for or against the Business Combination Proposal.

A KINS Public Stockholder, together with any of his, her or its affiliates or any other person with whom he, she or it is acting in concert or as a “group” ​(as defined in Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from seeking redemption rights with respect to more than an aggregate of 15% of the KINS Public Shares. KINS Capital, LLC, a Delaware limited liability company (the “Sponsor”), solely in its capacity as a stockholder of KINS, has agreed to waive its redemption rights in connection with the consummation of the Merger with respect to any shares of stock of KINS it may hold. The Sponsor did not receive any separate consideration for such waiver. Currently, the Sponsor holds shares representing approximately 84.39% of the aggregate voting power of the KINS’ common stock, consisting of Class B common stock (“KINS Founder Shares”). Such KINS Founder Shares and warrants held by the Sponsor will be excluded from the pro rata calculation used to determine the per-share

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redemption price. The Sponsor, solely in its capacity as a stockholder of KINS, has agreed to vote any shares of stock of KINS owned by it in favor of the Transaction Proposals.

YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES OF KINS COMMON STOCK YOU OWN. All KINS Stockholders are cordially invited to attend the KINS Special Meeting. Whether or not you plan to attend the KINS Special Meeting, please complete, sign, date and mail the enclosed proxy card in the postage-paid envelope provided at your earliest convenience. You may also submit a proxy by telephone or via the Internet by following the instructions printed on your proxy card. If you hold your shares through a broker, bank or other nominee, you should direct the vote of your shares in accordance with the voting instruction form received from your broker, bank or other nominee.

If you sign, date and return your proxy card(s) without indicating how you wish to vote, your proxy will be voted FOR each of the Transaction Proposals presented at the KINS Special Meeting. If you fail to return your proxy card(s) or fail to instruct your bank, broker or other nominee how to vote, and do not attend the KINS Special Meeting in person, the effect will be, among other things, that your shares will not be counted for purposes of determining whether a quorum is present at the KINS Special Meeting and will not be voted. An abstention will be counted towards the quorum requirement but will not count as a vote cast at the KINS Special Meeting. A broker non-vote will not be counted towards the quorum requirement, as we believe all proposals presented to the stockholders will be considered non-discretionary, or count as a vote cast at the KINS Special Meeting. If you are a stockholder of record and you attend the KINS Special Meeting and wish to vote in person, you may withdraw your proxy and vote in person.

Your attention is directed to the accompanying proxy statement/prospectus following this notice (including the Annexes and other documents referred to herein) for a more complete description of the proposed Merger and related transactions and each of the Transaction Proposals. You are encouraged to read the accompanying proxy statement/prospectus carefully and in its entirety, including the Annexes and other documents referred to herein. If you have any questions or need assistance voting your common stock of KINS, please contact Morrow Sodali, KINS’ proxy solicitor, by calling (800) 662-5200 or banks and brokers can call collect at (203) 658-9400, or by emailing KINZ.info@investor.morrowsodali.com.

On behalf of the KINS Board, I would like to thank you for your support and look forward to the successful completion of the Merger.

           , 2023

BY ORDER OF THE BOARD OF DIRECTORS OF KINS TECHNOLOGY GROUP INC.​

 

Khurram P. Sheikh
Chairman of the Board of Directors, Chief Executive Officer and Chief Financial Officer

IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF EACH OF THE PROPOSALS. TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND IN WRITING THAT YOUR SHARES ARE REDEEMED FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND DELIVER YOUR SHARES TO KINS’ TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE KINS SPECIAL MEETING. YOU MAY DELIVER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO KINS’ TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE MERGER IS NOT COMPLETED, THEN THESE SHARES WILL BE RETURNED TO YOU OR YOUR ACCOUNT. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

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           , 2023

Dear Inpixon securityholder:

On December 14, 2021, we announced that we were considering strategic alternatives regarding our businesses. We considered multiple ways to pursue a separation of our enterprise apps business (including our workplace experience technologies, indoor mapping, events platform, augmented reality and related business solutions) from our other businesses, with the goals of ensuring a smooth transition of operations, a healthy balance sheet for both our enterprise apps business and Inpixon, and support from investors. Subsequently, we received an offer from KINS to acquire our enterprise apps business. KINS is a special purpose acquisition corporation formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. We are very pleased to partner with KINS and its stockholders to take CXApp public. On September 26, 2022, we announced our intention to accomplish this separation via a distribution to our securityholders of outstanding shares of common stock of CXApp held by Inpixon, followed by a business combination with KINS.

The spin-off of our enterprise apps business through the business combination with KINS is intended to create two companies with dedicated operational focus, business-specific capital allocation, agility to meet customer needs and compelling focused investment profiles. CXApp’s business will include the workplace experience technologies, indoor mapping, events platform, augmented reality and related business solutions. Inpixon will retain the remainder of its products, including the industrial internet of things (IIoT) business line, and will be focused on pursuing the most advantageous opportunities for this business and Inpixon securityholders. We believe more than ever that CXApp offers one of the industry’s leading workplace application platforms and that the business is primed for success for years to come. We believe we have been operating two distinct, high-growth companies within Inpixon. We are excited to create two independent companies and accelerate investment into the CXApp platform and technologies to further drive value for our securityholders.

The separation will provide current Inpixon securityholders with ownership interests in both Inpixon and CXApp. The principal transactions described in this document include the following:

•

Separation and Contribution — Inpixon and certain of Inpixon’s subsidiaries will engage in a series of transactions to transfer our enterprise apps business, including certain related subsidiaries of Inpixon, to CXApp, and make a cash contribution to CXApp of up to $10,000,000;

•

Distribution — Inpixon will distribute to Inpixon securityholders 100% of the common stock of CXApp on a pro rata basis; and

•

Merger — Immediately after the distribution, CXApp will merge with a KINS subsidiary and continue as a wholly owned subsidiary of KINS. As a result of the merger, the existing shares of CXApp common stock will automatically convert into the right to receive shares of KINS common stock in accordance with an exchange ratio described below.

You do not need to take any action to receive the shares of CXApp common stock to which you are entitled as an Inpixon securityholder. You also do not need to pay any consideration or surrender or exchange any shares of Inpixon common stock.

I encourage you to read the proxy statement/prospectus. The proxy statement/prospectus describes the separation, the distribution and the merger in detail and contains important business and financial information about CXApp and KINS as well as the combined company.

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We believe the separation, distribution and merger collectively represent an exciting step in our company’s history, and we remain committed to working on your behalf to provide a meaningful return for our securityholders.

Sincerely,

 

Nadir Ali
Chief Executive Officer
Inpixon

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           , 2023

Dear CXApp Inc. Stockholder:

CXApp Inc. will be a separate company after its upcoming spin-off from Inpixon and business combination with KINS Technology Group. CXApp pioneered the enterprise workplace experience concept and developed a cloud-based software platform that improves employee productivity, innovation, and satisfaction. Our solution is a mobile-first, cloud-native platform that delivers and integrates critical enterprise services such as location and navigation, physical security, corporate resource management, communications, and workplace analytics.

CXApp has accomplished much since its formation. We have demonstrated product leadership, market demand, and strong customer satisfaction. Importantly, we believe that demand for our products and services will accelerate driven by the emerging hybrid work model and broader trends toward enterprise digital transformation. The spin-off and KINS merger will allow CXApp to refocus its efforts around this emerging opportunity and grow its market footprint by expanding with existing lighthouse customers and winning new Fortune 5000 accounts.

I invite you to learn more about CXApp by reading the accompanying proxy statement/prospectus. Following the business combination, CXApp Inc. (including common stock issuable in the business combination) and warrants to purchase CXApp Inc. common stock will be listed on Nasdaq under the symbols “CXAI” and “CXAIW”, respectively.

This is an exciting opportunity and the time is right to establish a standalone company. With our heritage and solid foundation derived from Inpixon and the capital raised from the merger with KINS, we believe CXApp is in an excellent place from which to launch an even brighter future. I and the whole team at CXApp look forward to building a stronger and more successful company that benefits our stockholders, our stakeholders, and the world.

Sincerely,

 

Khurram P. Sheikh
Future Chief Executive Officer
CXApp Inc.

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TABLE OF CONTENTS

​	Page
REFERENCES TO ADDITIONAL INFORMATION	​	4
TRADEMARKS, TRADE NAMES AND SERVICE MARKS	​	5
MARKET AND INDUSTRY DATA	​	6
SELECTED DEFINITIONS	​	7
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS	​	12
QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE KINS SPECIAL MEETING	​	15
SUMMARY	​	31
RISK FACTORS	​	61
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION	​	101
KINS SPECIAL MEETING	​	111
PROPOSAL NO. 1 – THE BUSINESS COMBINATION PROPOSAL	​	117
PROPOSAL NO. 2 – THE CHARTER AMENDMENT PROPOSAL	​	174
PROPOSAL NO. 3 – THE ADVISORY AMENDMENT PROPOSALS	​	180
PROPOSAL NO. 4 – THE DIRECTOR ELECTION PROPOSAL	​	183
PROPOSAL NO. 5 – THE NASDAQ PROPOSAL	​	185
PROPOSAL NO. 6 – THE 2023 INCENTIVE PLAN PROPOSAL	​	186
PROPOSAL NO. 7 – THE ADJOURNMENT PROPOSAL	​	193
INFORMATION ABOUT KINS	​	194
MANAGEMENT OF KINS	​	203
SELECTED HISTORICAL FINANCIAL INFORMATION OF KINS	​	207
KINS’ MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	​	208
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	​	216
EXECUTIVE COMPENSATION	​	219
INFORMATION ABOUT CXAPP	​	222
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF DESIGN REACTOR, INC. AND SUBSIDIARIES	​	232
MANAGEMENT OF NEW CXAPP AFTER THE MERGER	​	250
REGULATORY MATTERS	​	258
UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS	​	259
COMPARISON OF CORPORATE GOVERNANCE AND STOCKHOLDERS’ RIGHTS	​	266
DESCRIPTION OF NEW CXAPP CAPITAL STOCK	​	272
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	​	277
EXPERTS	​	281
TRANSFER AGENT	​	282
VALIDITY OF COMMON STOCK	​	283
HOUSEHOLDING OF PROXY MATERIALS	​	284
SECURITIES ACT RESTRICTIONS ON RESALE OF COMMON STOCK	​	285
APPRAISAL RIGHTS	​	286
STOCKHOLDER PROPOSALS AND NOMINATIONS	​	287
STOCKHOLDER COMMUNICATIONS	​	288

2

​	Page
LEGAL MATTERS	​	289
DELIVERY OF DOCUMENTS TO STOCKHOLDERS	​	290
WHERE YOU CAN FIND MORE INFORMATION	​	291
INDEX TO FINANCIAL STATEMENTS	​	F-1
ANNEX A – AGREEMENT AND PLAN OF MERGER	​	A-1
ANNEX B – SEPARATION AND DISTRIBUTION AGREEMENT	​	B-1
ANNEX C – FORM OF SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CXAPP INC.	​	C-1
ANNEX D – FORM OF AMENDED AND RESTATED BYLAWS OF CXAPP INC	​	D-1
ANNEX E – FORM OF EMPLOYEE MATTERS AGREEMENT	​	E-1
ANNEX F – FORM OF TRANSITION SERVICES AGREEMENT	​	F-1
ANNEX G – FORM OF TAX MATTERS AGREEMENT	​	G-1
ANNEX H – SPONSOR SUPPORT AGREEMENT	​	H-1
ANNEX I – CXAPP INC. 2023 INCENTIVE PLAN	​	I-1
ANNEX J – OPINION OF KNAV P.A.	​	J-1
ANNEX K – OPINION OF GEMINI VALUATION SERVICES, LLC	​	K-1

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REFERENCES TO ADDITIONAL INFORMATION

This proxy statement/prospectus incorporates important business and financial information that is not included in or delivered with this proxy statement/prospectus. This information is available for you to review through the SEC’s website at www.sec.gov.

If you have questions about the Merger or the KINS Special Meeting, or if you need to obtain copies of the enclosed proxy statement/prospectus or proxy card, you may contact KINS’ proxy solicitor listed below. You will not be charged for any of the documents you request.

Morrow Sodali LLC
333 Ludlow Street, 5th Floor, South Tower
Stamford, CT 06902
Telephone: (800) 662-5200
(banks and brokers can call collect at (203) 658-9400)
Email: KINZ.info@investor.morrowsodali.com

IN ORDER FOR KINS’ STOCKHOLDERS TO RECEIVE TIMELY DELIVERY OF THE DOCUMENTS IN ADVANCE OF THE KINS SPECIAL MEETING, KINS’ STOCKHOLDERS MUST REQUEST THE INFORMATION NO LATER THAN            , 2023, FIVE BUSINESS DAYS PRIOR TO THE DATE OF THE KINS SPECIAL MEETING.

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TRADEMARKS, TRADE NAMES AND SERVICE MARKS

This proxy statement/prospectus contains references to trademarks and service marks belonging to other entities. Solely for convenience, trademarks and trade names referred to in this proxy statement/​prospectus may appear without the ® or ™ symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. Neither KINS nor CXApp intend their use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of them by, any other companies.

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MARKET AND INDUSTRY DATA

This proxy statement/prospectus includes industry position and industry data, forecasts, market size and growth and other data that KINS and CXApp obtained or derived from internal company reports, independent third-party publications, surveys and studies by third parties and other industry data, such as reports by research companies. Some data are also based on good faith estimates, which are derived from internal company research or analyses or review of internal company reports as well as the independent sources referred to above. Although both KINS and CXApp believe that the information on which the companies have based these estimates of industry position and industry data are generally reliable, the accuracy and completeness of this information is not guaranteed and they have not independently verified any of the data from third-party sources nor have they ascertained the underlying economic assumptions relied upon therein. Information cannot always be verified with complete certainty due to the limits on the availability and reliability of raw data, the voluntary nature of the data gathering process and other limitations and uncertainties. Each publication, study and report speaks as of its original publication date (and not as of the date of this proxy statement/prospectus). Certain of these publications, studies and reports were published before the COVID-19 pandemic and therefore do not reflect any impact of COVID-19 on any specific market or globally. In addition, we do not know all of the assumptions regarding general economic conditions or growth that were used in preparing the forecasts from the sources relied upon or cited herein. Among other items, certain of the market research included in this proxy statement/prospectus was published prior to the COVID-19 pandemic and did not anticipate the virus or the impact it has caused on KINS’ and CXApp’s industries. KINS and CXApp have utilized this pre-pandemic market research in the absence of updated sources.

In addition, certain information contained in this document, represents CXApp’s management estimates. While CXApp believes its internal estimates to be reasonable, and neither CXApp nor KINS are aware of any misstatements regarding the industry data presented herein, they have not been verified by any independent sources. Such data involve risks and uncertainties and are subject to change based on various factors, including those discussed under the captions “Risk Factors,” “Cautionary Statement Regarding Forward-Looking Statements” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Design Reactor, Inc. and Subsidiaries.”

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SELECTED DEFINITIONS

When used in this proxy statement/prospectus, unless the context otherwise requires:

•

“Business Employee” refers to each individual who is (i) employed by the Business Entities;

•

“Business Entities” refers to (i) Inpixon and its subsidiaries (other than CXApp or CXApp subsidiaries), in each case, only with respect to the Enterprise Apps Business and (ii) CXApp or CXApp subsidiaries;

•

“Closing” refers to the closing of the Merger;

•

“Code” refers to the Internal Revenue Code of 1986, as amended;

•

“Combined Company” refers to New CXApp and its subsidiaries following the Merger;

•

“Combined Company Board” refers to the board of directors of New CXApp;

•

“Condition Precedent Proposals” refers to the Business Combination Proposal, the Charter Amendment Proposal, the Director Election Proposal, the Nasdaq Proposal and the Incentive Plan Proposal, collectively;

•

“Confidentiality Agreement” refers to the Mutual Nondisclosure Agreement, dated as of June 21, 2022, between KINS and Inpixon;

•

“Continental” refers to Continental Stock Transfer & Trust Company;

•

“CXApp” refers to CXApp Holding Corp., a Delaware corporation, prior to the Merger;

•

“CXApp Board” refers to the board of directors of CXApp;

•

“CXApp Capital Stock” refers to shares of CXApp Common Stock and CXApp Preferred Stock;

•

“CXApp Common Stock” refers to shares of CXApp common stock, par value $0.0001 per share;

•

“CXApp Preferred Stock” refers to shares of CXApp preferred stock, par value $0.0001 per share;

•

“CXApp Stockholder Approval” refers to the approval of the Merger Agreement and the transactions contemplated thereby, including the Merger and the transactions contemplated thereby, by the affirmative vote or written consent of the holders of at least a majority of the voting power of the outstanding CXApp Capital Stock voting as a single class and on an as-converted basis, in each case, pursuant to the terms and subject to the conditions of the CXApp’s Governing Documents and applicable Law;

•

“CXApp Stockholders” refers to the stockholders of CXApp prior to the Merger;

•

“Design Reactor” refers to Design Reactor Inc., a California corporation, which was formerly doing business under the name “The CXApp”;

•

“DGCL” refers to the General Corporation Law of the State of Delaware;

•

“Distribution” refers to distribution of the Enterprise Apps Business to the holders of Inpixon stock and other Inpixon securities on a certain record date through the distribution of all of the outstanding shares of CXApp Capital Stock to holders of Inpixon stock and other Inpixon securities on a certain record date on a pro rata, one for one basis, as described in the Separation and Distribution Agreement;

•

“Distribution Tax Opinion” refers to a tax opinion from RSM US LLP, tax advisor to Inpixon, which provides that the Contribution and Distribution, taken together, will qualify as a reorganization under Sections 355 and 368(a)(1)(D) of the Code;

•

“Effective Time” refers to the Merger Certificate (as defined in the Merger Agreement) has been accepted for filing by the Secretary of State of the State of Delaware, or at such later time as may be agreed by KINS and CXApp in writing and specified by each in the Merger Certificate;

•

“Enterprise Apps Business” refers to the business conducted by CXApp and its direct and indirect subsidiaries, including the business related to the (i) software-as-a-service app and mapping platforms

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which enable corporate enterprise organizations to provide a custom-branded, location-aware employee app focused on enhancing the workplace experience and hosting virtual and hybrid events, (ii) augmented reality (or AR), computer vision, localization, navigation, mapping, and 3D reconstruction technologies, and (iii) on-device “blue dot” indoor location and motion technologies.

•

“Exchange Act” refers to the Securities Exchange Act of 1934, as amended;

•

“Existing Bylaws” refers to the existing bylaws of KINS currently in effect;

•

“Existing Charter” refers to the existing amended and restated certificate of incorporation of KINS, dated as of December 14, 2020, as amended on June 10, 2022, currently in effect;

•

“GAAP” refers to accounting principles generally accepted in the United States of America;

•

“Governing Documents” refers to the legal document(s) by which any Person (other than an individual) establishes its legal existence or which govern its internal affairs. For example, the “Governing Documents” of a corporation are its certificate of incorporation and bylaws, the “Governing Documents” of a limited partnership are its limited partnership agreement and certificate of limited partnership, the “Governing Documents” of a limited liability company are its operating agreement and certificate of formation and the “Governing Documents” of an exempted company are its memorandum and articles of association;

•

“Governmental Authority” refers to any federal, state, provincial, municipal, local or foreign government, governmental authority, regulatory or administrative agency (including any self-regulatory agency), governmental commission, department, board, bureau, agency or instrumentality, court or tribunal, or arbitrator or arbitral body;

•

“Governmental Order” refers to any order, judgment, injunction, decree, writ, stipulation, determination or award, in each case, entered by or with any Governmental Authority;

•

“Incentive Plan” refers to the CXApp Inc. 2023 Equity Incentive Plan attached to this proxy statement/​prospectus as Annex I;

•

“Inpixon” refers to Inpixon, a Nevada corporation;

•

“Inpixon Board” refers to the board of directors of Inpixon.

•

“Inpixon Canada” refers to Inpixon Canada, Inc., a British Columbia corporation, based in Coquitlam, British Columbia,

•

“Inpixon Common Stock” refers to Inpixon’s common stock, par value $0.001 per share;

•

“Inpixon Contribution” refers to Inpixon’s cash contribution to CXApp of an amount such that CXApp will have an aggregate of $10,000,000 in cash equivalents on its balance sheet as of the effective time of the Merger, in connection with the Separation, on the terms and subject to the conditions of the Separation and Distribution Agreement;

•

“Inpixon Philippines” refers to Inpixon Philippines, Inc., a Philippines corporation;

•

“Internal Reorganization” refers to a series of internal reorganization and restructuring transactions to effect the transfer of Inpixon’s (direct or indirect) ownership of the Enterprise Apps Business to CXApp and the transfer of CXApp’s ownership of the retained assets of Inpixon and the retained liabilities of Inpixon from CXApp to Inpixon and its subsidiaries in the Separation;

•

“IPO registration statement” refers to the Registration Statement on Form S-1 (Registration No. 333-249177) filed by KINS in connection with the KINS Initial Public Offering, which was declared effective on December 14, 2020;

•

“IRS” refers to the U.S. Internal Revenue Service;

•

“JOBS Act” refers to the Jumpstart Our Business Startups Act of 2012;

•

“KINS” refers to KINS Technology Group Inc., a Delaware corporation;

•

“KINS Board” refers to the board of directors of KINS;

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•

“KINS Class A Common Stock” refers to KINS’ Class A common stock, par value $0.0001 per share;

•

“KINS Class B Common Stock” refers to KINS’ Class B common stock, par value $0.0001 per share;

•

“KINS Class C Common Stock” refers to KINS’ Class C common stock, par value $0.0001 per share;

•

“KINS Common Stock” refers to the KINS Class A Common Stock, KINS Class B Common Stock, and KINS Class C Common Stock, collectively;

•

“KINS Founder Shares” refers to the KINS Class B Common Stock purchased by the Sponsor in a private placement prior to the KINS Initial Public Offering;

•

“KINS Initial Public Offering” refers to KINS’ initial public offering that was consummated on December 17, 2020;

•

“KINS Private Placement Warrants” refers to the KINS private placement warrants outstanding as of the date of this proxy statement/prospectus;

•

“KINS Public Shares” refers to the shares KINS Class A Common Stock (including those that underlie the units) that were offered and sold by KINS in the KINS Initial Public Offering and registered pursuant to the KINS Initial Public Offering registration statement or the shares of New CXApp Common Stock issued as a matter of law upon the conversion thereof at the Effective Time, as context requires;

•

“KINS Public Stockholders” refers to holders of KINS Public Shares, whether acquired in the KINS Initial Public Offering or acquired in the secondary market;

•

“KINS Public Warrants” refers to the redeemable warrants (including those that underlie the units) that were offered and sold by KINS in the KINS Initial Public Offering and registered pursuant to the KINS Initial Public Offering registration statement or the redeemable warrants of New CXApp issued as a matter of law upon the conversion thereof at the Effective Time, as context requires;

•

“KINS Securities” refers to KINS Class A Common Stock, KINS Public Warrants and KINS Units;

•

“KINS Share Redemptions” refers to the election of an eligible (as determined in accordance with the Existing Charter and Existing Bylaws) holder of KINS Class A Common Stock to redeem all or a portion of the shares of KINS Class A Common Stock held by such holder at a per-share price, payable in cash, equal to a pro rata share of the aggregate amount on deposit in the Trust Account (including any interest earned on the funds held in the Trust Account) (as determined in accordance with the Existing Charter and Existing Bylaws) in connection with the Transaction Proposals;

•

“KINS Stockholders” refers to holders of KINS Common Stock;

•

“KINS Units” refers to the units of KINS, each unit representing one KINS Class A Common Stock and one-third of one redeemable warrant to acquire one KINS Class A Common Stock, that were offered and sold by KINS in the KINS Initial Public Offering and registered pursuant to the KINS Initial Public Offering registration statement (less the number of units that have been separated into the underlying public shares and underlying warrants upon the request of the holder thereof);

•

“KINS Warrants” refers to the KINS Public Warrants and KINS Private Placement Warrants, collectively;

•

“Liquidation Date” refers to June 15, 2023 (or during an extended time as a result of a KINS Stockholder vote to amend the Existing Charter);

•

“Merger” refers to the merger of Merger Sub with and into CXApp, with CXApp surviving the merger as a wholly-owned subsidiary of New CXApp and the other transactions contemplated by the Merger Agreement;

•

“Merger Agreement” refers to the Agreement and Plan of Merger, dated as of September 25, 2022, by and among KINS, Merger Sub, Inpixon and CXApp, as amended and modified from time to time;

9

•

“Merger Sub” refers to KINS Merger Sub Inc.;

•

“Minimum Cash Condition” refers to the condition in the Merger Agreement in favor of CXApp that CXApp does not need to consummate the Closing unless the Available Cash is equal to or greater than $9.5 million as of the Closing;

•

“Morrow Sodali” refers to Morrow Sodali LLC, KINS’ proxy solicitor;

•

“Nasdaq” refers to the Nasdaq Capital Market;

•

“New CXApp” refers to KINS after the Merger and its name change from KINS Technology Group Inc. to CXApp Inc.;

•

“New CXApp Board” refers to the board of directors of New CXApp;

•

“New CXApp Class A Common Stock” refers to shares of Class A common stock of New CXApp, par value $0.0001 per share;

•

“New CXApp Class C Common Stock” refers to shares of Class C common stock of New CXApp, par value $0.0001 per share;

•

“New CXApp Common Stock” refers to the New CXApp Class A Common Stock and the New CXApp Class C Common Stock;

•

“New CXApp Preferred Stock” refers to shares of “blank check” preferred stock, each having a par value of $0.0001;

•

“New CXApp Stockholders” refers to the stockholders of New CXApp;

•

“New CXApp Warrants” refers to warrants to purchase one share of New CXApp Common Stock at an exercise price of $11.50;

•

“Person” refers to any individual, firm, corporation, partnership, limited liability company, incorporated or unincorporated association, joint venture, joint stock company, governmental authority or instrumentality or other entity of any kind;

•

“pro forma” refers to giving pro forma effect to the Merger;

•

“Proposed Bylaws” refers to the proposed bylaws of New CXApp upon the Effective Time attached to this proxy statement/prospectus as Annex D;

•

“Proposed Charter” refers to the proposed certificate of incorporation of New CXApp upon the Effective Time attached to this proxy statement/prospectus as Annex C;

•

“Proposed Organizational Documents” refers to the Proposed Charter and the Proposed Bylaws;

•

“Registration Rights Agreement” refers to that certain registration rights agreement, dated December 14, 2020, among KINS, the Sponsor and certain other securityholders party thereto;

•

“Registration Statement” refers to the registration statement of which this proxy statement/​prospectus forms a part;

•

“Sarbanes-Oxley Act” refers to the Sarbanes-Oxley Act of 2002;

•

“SEC” refers to the United States Securities and Exchange Commission;

•

“Securities Act” refers to the Securities Act of 1933, as amended;

•

“Separation” refers to a series of transactions by Inpixon and certain of Inpixon’s subsidiaries as result of which Inpixon’s Enterprise Apps Business is held by CXApp and its subsidiaries and is separated from the remainder of Inpixon’s businesses, on the terms and subject to the conditions of the Separation and Distribution Agreement;

•

“Separation and Distribution Agreement” refers to the Separation and Distribution Agreement, dated as of September 25, 2022, by and among Inpixon, Design Reactor, CXApp and KINS, as amended and modified from time to time;

•

“Sponsor” refers to KINS Capital, LLC, a Delaware limited liability company;

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•

“Sponsor Recapitalization” refers to any shares of KINS Common Stock issued as incentives for non-redemption transactions and financing transactions, in each case, free and clear of all liens; provided, that, in no instance shall the number of shares issued to Sponsor in the exchange be less than 5,150,000 shares of KINS Class A Common Stock, as described in the Sponsor Support Agreement;

•

“Sponsor Support Agreement” refers to that certain Sponsor Support Agreement, dated as of September 25, 2022, by and among the Sponsor, KINS and CXApp, as amended and modified from time to time;

•

“Subsidiary” refers to, with respect to a Person, a corporation or other entity of which more than 50% of the voting power of the equity securities or equity interests is owned, directly or indirectly, by such Person;

•

“Tax Return” means any return, declaration, report, statement, information statement or other document filed or required to be filed with any Governmental Authority with respect to Taxes, including any claims for refunds of Taxes, any information returns and any schedules, attachments, amendments or supplements of any of the foregoing;

•

“Taxes” means any and all federal, state, local, foreign or other taxes imposed by any Governmental Authority, including all income, gross receipts, license, payroll, recapture, net worth, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental, customs duties, capital stock, ad valorem, value added, inventory, franchise, profits, withholding, social security (or similar), unemployment, disability, real property, personal property, assessments, sales, use, transfer, registration, governmental charges, duties, levies and other similar charges imposed by a Governmental Authority in the nature of a tax, alternative or add-on minimum, or estimated taxes, and including any interest, penalty, or addition thereto;

•

“Transaction Proposals” refers to the Condition Precedent Proposals, the Advisory Amendment Proposals and the Adjournment Proposal (if necessary), collectively;

•

“Treasury Regulations” refers to the regulations promulgated under the Code by the United States Department of the Treasury (whether in final, proposed or temporary form), as the same may be amended from time to time;

•

“Trust Account” refers to the trust account established at the consummation of the KINS Initial Public Offering and maintained by Continental, acting as trustee; and

•

“Trust Agreement” refers to the Investment Management Trust Agreement, dated as of December 14, 2020, between KINS and Continental Stock Transfer & Trust Company, as trustee.

Unless otherwise stated in this proxy statement/prospectus or the context otherwise requires, all references in this proxy statement/prospectus to KINS Class A Common Stock, shares of New CXApp Common Stock or KINS Warrants include such securities underlying the KINS Units.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus contains forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “future,” “goal,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “propose,” “schedule,” “seek,” “should,” “target,” “will,” “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 proxy statement/prospectus, including statements regarding the expected timing and structure of the Separation, Distribution and Merger, the ability of the parties to complete the Business Combination, the expected benefits of the Business Combination, the tax consequences of the Separation, Distribution and Merger, the amount of gross proceeds expected to be available to CXApp after the Closing and giving effect to any redemptions by KINS Stockholders, 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, CXApp’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’s agreements, 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.

The forward-looking statements contained in this proxy statement/prospectus and in any document incorporated by reference in this proxy statement/prospectus are based on current expectations and beliefs concerning future developments and their potential effects on KINS, Inpixon or CXApp. There can be no assurance that future developments affecting KINS, Inpixon or CXApp will be those that KINS, Inpixon or CXApp have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond KINS’ control or the control of CXApp or Inpixon) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements.

Forward-looking statements contained in this proxy statement/prospectus include, but are not limited to, statements about the ability of KINS and CXApp prior to the Merger, and New CXApp following the Merger, such as the following:

•

meet the closing conditions to the Merger, including approval by the KINS Stockholders and CXApp on the expected terms and schedule;

•

realize the benefits expected from the proposed Merger;

•

successfully defend litigation;

•

successfully deploy the proceeds from the Merger;

•

the risk that the transactions contemplated by the Merger may not be completed in a timely manner or at all, which may adversely affect the price of the KINS Securities or the Inpixon securities;

•

the risk that the transactions contemplated may not be completed within the Extended Combination Period (as defined below) and the potential failure to obtain an extension of the Extended Combination Period if sought by KINS;

•

the failure to satisfy the conditions to the Closing, including the adoption of the Merger Agreement by the KINS Stockholders and CXApp, the satisfaction of the Minimum Cash Condition and the receipt of certain governmental and regulatory approvals;

•

the sufficiency of sources of funding;

•

the inability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, the amount of funds available to the Combined Company following any redemptions by KINS’ stockholders;

•

the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement;

12

•

factors relating to the business, operations and financial performance of the Enterprise Apps Business, and CXApp and its subsidiaries, including:

•

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, geopolitical risk, including as a result of the COVID-19 pandemic or the conflict between Russia and Ukraine;

•

the outcome of potential litigation related to or arising out of the Business Combination, or any other 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’ business relationships, operating results, and businesses generally;

•

the ability to continue to meet Nasdaq’s listing standards following the consummation of the Business Combination;

•

the costs related to the Business Combination;

•

the volatility of KINS’ or Inpixon’s securities due to a variety of factors, including Inpixon’s, KINS’ or CXApp’s inability to implement their business plans or meet or exceed their financial projections and changes in the combined capital structure; and

•

as a result of the Separation, CXApp will lose Inpixon’s brand, reputation, capital base and other resources, and may experience difficulty operating as a standalone company;

•

the anticipated benefits of the Separation may not be achieved;

•

CXApp’s historical combined financial data and pro forma financial statements are not necessarily representative of the results CXApp would have achieved as a standalone company and may not be a reliable indicator of its future results;

•

CXApp’s operating results and financial performance;

•

acceptance by new and existing partners in CXApp’s market;

•

CXApp’s ability to manage and grow its business and execution of its business and growth strategies;

•

risks arising from changes in technology;

•

the competitive environment in the enterprise apps market;

•

failure to maintain, protect and defend our intellectual property rights;

•

changes in government laws and regulations, including laws governing intellectual property, and the enforcement thereof affecting our business;

•

difficulties with performance of third parties we will rely on for our business growth;

•

difficulties developing and sustaining relationships with commercial counterparties;

•

CXApp may not be able to engage in certain transactions and equity issuances following the Distribution; and

•

CXApp may have certain indemnification obligations to Inpixon under the Tax Matters Agreement.

KINS has based the forward-looking statements contained in this proxy statement/prospectus primarily on our current expectations and projections about future events and trends that we believe may affect KINS’ or CXApp’s business, financial condition, results of operations, prospects, business strategy and financial needs. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties, assumptions and other factors described in the section captioned “Risk Factors” and elsewhere in this prospectus. These risks are not exhaustive. Other sections of this prospectus include additional factors that could adversely impact our business and financial performance. Moreover, KINS and CXApp operate in very competitive and rapidly changing environments. New risks and uncertainties emerge from time to time and it is not possible for KINS to predict all risks and uncertainties that could have an

13

impact on the forward-looking statements contained in this prospectus. KINS cannot assure you that the results, events and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results, events or circumstances could differ materially from those described in the forward-looking statements.

Should one or more of these risks or uncertainties materialize, or should any of KINS’ assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. None of KINS, Inpixon or CXApp undertakes any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to KINS as of the date of this proxy statement/prospectus, and while KINS believes such information forms a reasonable basis for such statements, such information may be limited or incomplete, and its statements should not be read to indicate that KINS has conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.

Before any KINS Stockholder grants its proxy or instructs how its vote should be cast or votes on the Transaction Proposals to be put to the KINS Special Meeting, such stockholder should be aware that the occurrence of the events described in the “Risk Factors” section and elsewhere in this proxy statement/​prospectus may adversely affect KINS.

14

QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE KINS SPECIAL MEETING

The questions and answers below highlight only selected information from this document and only briefly address some commonly asked questions about the proposals to be presented at the special meeting, including with respect to the proposed Business Combination. The following questions and answers do not include all the information that is important to KINS’ stockholders and other interested parties. KINS and CXApp urge stockholders such other interested parties to read this proxy statement/prospectus, including the Annexes and the other documents referred to herein, carefully and in their entirety to fully understand the proposed Business Combination and, if applicable to such parties, the voting procedures for the special meeting.

QUESTIONS AND ANSWERS ABOUT THE MERGER

In light of the COVID-19 pandemic and to protect the health of the KINS Stockholders and the community, the KINS Special Meeting will be a completely virtual meeting of KINS Stockholders conducted via live audio webcast.

Q:

HOW DO I ATTEND A VIRTUAL MEETING?

A:

As a registered KINS Stockholder, along with this proxy statement/prospectus, you received a proxy card from Continental, our transfer agent, which contains instructions on how to attend the virtual KINS Special Meeting, including the URL address and your control number. You will need your control number for access. If you do not have your control number, contact Continental at (917) 262-2373, or email at proxy@continentalstock.com.

You can pre-register to attend the virtual KINS Special Meeting starting on            , 2023 (5 business days prior to the meeting). Enter the following URL address into your browser https://www.cstproxy.com/kinstechnologygroupinc/sm2023, then enter your control number, name and email address. Once you pre-register, you can vote or enter questions in the chat box. At the start of the KINS Special Meeting, you will need to re-log in using the same control number and, if you want to vote during the meeting, you will be prompted to enter your control number again.

Beneficial owners who own their investments through a bank or broker will need to contact Continental to receive a control number. If you plan to vote at the KINS Special Meeting, you will need to have a legal proxy from your bank or broker, or if you would like to join and not vote Continental can issue you a guest control number with proof of ownership. Either way you must contact Continental for specific instructions on how to receive the control number, at the number or email address above. Please allow up to 72 hours prior to the meeting for processing your control number.

If you do not have internet capabilities, you can listen only to the KINS Special Meeting by dialing within the U.S. and Canada:          (toll free) or outside of the U.S. and Canada: +         and when prompted enter the pin #        . This is listen only, so you will not be able to vote or enter questions during the KINS Special Meeting.

Q:

WHAT ARE THE TRANSACTIONS DESCRIBED IN THIS DOCUMENT?

A:

On September 25, 2022, KINS, Inpixon, CXApp and Merger Sub entered into the Merger Agreement, and, on the same day, KINS, Inpixon, CXApp and Design Reactor entered into the Separation and Distribution Agreement. These agreements provide for Inpixon to combine the Enterprise Apps Business with KINS through the Business Combination. The principal transactions to effect the Business Combination include the following:

•

Separation and Contribution.   Inpixon will transfer the Enterprise Apps Business, including certain related subsidiaries of Inpixon, to CXApp, and make a cash contribution to CXApp of up to $10,000,000.

•

Distribution.   Following the Separation and immediately prior to the Merger described below, Inpixon will distribute to Inpixon securityholders 100% of the CXApp Common Stock.

•

Merger.   Following the above steps, Merger Sub will merge with and into CXApp, with CXApp continuing as the surviving company in the Merger and a wholly-owned subsidiary of KINS. As a

15

result of the Merger, the existing shares of CXApp Common Stock will automatically convert into the right to receive shares of KINS Common Stock.

KINS, which will be the parent entity of CXApp after the Merger, will be renamed to “CXApp Inc.,” effective as of closing of the Merger. After the Merger, the KINS Common Stock will be listed on Nasdaq under the trading symbol “CXAI,” and the outstanding KINS Public Warrants will be listed on Nasdaq under the trading symbol “CXAIW.”

Q:

WHO ARE THE PARTIES TO THE TRANSACTIONS DESCRIBED IN THIS DOCUMENT?

A:
(1)
“CXApp” in this registration statement refers to CXApp Holding Corp., a Delaware corporation and newly formed wholly owned subsidiary of Inpixon as the holding company for the Enterprise Apps Business following the Internal Reorganization.

(2)

“Design Reactor” in this registration statement refers to Design Reactor Inc., a California corporation, which was formerly doing business under the name “The CXApp” and developed the SaaS app technology previously referred to in the market as “The CXApp” included in the Enterprise Apps Business, and a wholly owned subsidiary of CXApp following the Internal Reorganization.

(3)

“Inpixon” in this registration statement refers to Inpixon, a Nevada corporation and the parent company of CXApp who will effect the Distribution.

(4)

“KINS” in this registration statement refers to KINS Technology Group Inc., a Delaware corporation, the issuer of the Aggregate Merger Consideration and acquiror of CXApp including the Enterprise Apps Business.

(5)

“Merger Sub” in this registration statement refers to KINS Merger Sub Inc. a wholly owned subsidiary of KINS into which CXApp will be merged in the Merger.

(6)

“New CXApp” in this registration statement refers to KINS following the consummation of the transactions described in this registration statement

Q:

WHAT WILL HAPPEN IN THE SEPARATION?

A:

Inpixon and certain of Inpixon’s subsidiaries will engage in a series of transactions so that Inpixon’s Enterprise Apps Business is held by CXApp and its subsidiaries and is separated from the remainder of Inpixon’s businesses. See “Proposal No. 1 — The Business Combination Proposal — Summary of the Separation and Distribution Agreement.”

Q:

WHAT WILL HAPPEN IN THE INPIXON CONTRIBUTION?

A:

In connection with the Separation, Inpixon will make a cash contribution to CXApp of an amount such that CXApp will have an aggregate of $10,000,000 in cash equivalents on its balance sheet as of the effective time of the Merger. See “Proposal No. 1 — The Business Combination Proposal — Summary of the Separation and Distribution Agreement.”

Q:

WHAT WILL HAPPEN IN THE DISTRIBUTION?

A:

After the Separation, Inpixon will distribute to its securityholders all of the issued and outstanding shares of CXApp Common Stock held by Inpixon by way of a pro rata distribution.

Inpixon will effect the Distribution by way of the spin-off. In the spin-off, the Inpixon Board will establish a record date and a distribution date. Each share of Inpixon Common Stock outstanding as of the Inpixon Record Date for the Distribution will entitle its holder to receive one share of CXApp Common Stock. Based on approximately             shares of Inpixon Common Stock outstanding as of         , 2023 and applying the Distribution ratio of 1:1, CXApp expects that a total of approximately          shares of CXApp Common Stock will be distributed to Inpixon securityholders and no shares of CXApp Common Stock will continue to be owned by Inpixon. The Distribution will be effected by Inpixon delivering to the distribution agent a book-entry authorization representing the shares of CXApp Common Stock being distributed in the Distribution for the account of Inpixon’s

16

securityholders. The distribution agent will hold such book-entry shares for the account of CXApp Stockholders (as of immediately after consummation of the Distribution) pending the Merger. The shares of CXApp Common Stock will not be transferrable prior to the exchange of such shares for the shares of KINS Common Stock pursuant to the Merger. See “Proposal No. 1 — The Business Combination Proposal — Summary of the Separation and Distribution Agreement.”

Q:

WHAT IS THE MERGER?

A:

On September 25, 2022, KINS entered into the Merger Agreement with Merger Sub, Inpixon and CXApp, pursuant to which, among other things, (i) Merger Sub will merge with and into CXApp, the separate corporate existence of Merger Sub will cease and CXApp will be the surviving corporation and a wholly owned subsidiary of KINS and (ii) KINS will change its name to CXApp Inc.

See “Proposal No. 1 — The Business Combination Proposal — The Merger Agreement” for more information. In addition, a copy of the Merger Agreement is attached to this proxy statement/​prospectus as Annex A. We urge you to read carefully this proxy statement/prospectus and the Merger Agreement in their entirety.

Q:

WILL THE DISTRIBUTION AND THE MERGER OCCUR ON THE SAME DAY?

A:

Yes, the Merger will occur on the same day and immediately following the Distribution.

Q:

WHO WILL SERVE ON THE NEW CXAPP BOARD FOLLOWING THE CLOSING?

A:

The Merger Agreement provides that, as of the Closing, the New CXApp Board will consist of five (5) members:

•

Khurram P. Sheikh;

•

Camillo Martino;

•

Di-Ann Eisnor;

•

George Mathai; and

•

Shanti Priya.

See “Management of New CXApp after the Merger.”

Q:

WHO WILL MANAGE NEW CXAPP AFTER THE CLOSING?

A:

The Merger Agreement provides that the initial officers will serve in such capacity in accordance with the terms of the Proposed Organizational Documents. As of the Closing, the initial officers will be:

•

Khurram P. Sheikh (Chief Executive Officer);

•

Michael Angel (Chief Financial Officer); and

•

Leon Papkoff (Chief Product Officer).

See “Management of New CXApp after the Merger.”

Q:

IS THE COMPLETION OF THE MERGER SUBJECT TO ANY CONDITIONS?

A:

Yes. The respective obligations of each party to effect the Closing of the Business Combination are subject to the fulfillment (or, to the extent permitted by applicable law, waiver) of certain conditions specified in the Merger Agreement. See “Proposal No. 1 — The Business Combination Proposal — The Merger Agreement — Closing Conditions.”

Q:

HAS INPIXON SET THE INPIXON RECORD DATE FOR THE DISTRIBUTION?

A:

No. Inpixon will publicly announce the Inpixon record date for the Distribution when it has been determined (the “Inpixon Record Date”). This announcement will be made prior to the completion of the Separation, the Distribution and the Merger.

17

Q:

WHAT DO INPIXON SECURITYHOLDERS NEED TO DO TO PARTICIPATE IN THE DISTRIBUTION?

A:

Inpixon securityholders as of the Inpixon Record Date are not required to take any action to receive CXApp Common Stock in the Distribution, but they are urged to read this entire proxy statement/​prospectus carefully. No Inpixon stockholder approval of the Distribution is required, and Inpixon securityholders are not being asked for a proxy. Inpixon securityholders also do not need to pay any consideration, exchange or surrender their existing shares of Inpixon Common Stock or take any other action to receive the shares of CXApp Common Stock to which they are entitled. The Distribution will not affect the number of outstanding shares of Inpixon Common Stock or any rights of Inpixon securityholders, although it will affect the market value of each outstanding share of Inpixon Common Stock.

Q:

HOW WILL SHARES OF NEW CXAPP COMMON STOCK BE ISSUED?

A:

Inpixon securityholders will receive shares of New CXApp Common Stock through the same or substantially similar channels that they currently use to hold or trade Inpixon Common Stock (whether through a brokerage account, 401(k) plan or other channel). Receipt of shares of New CXApp Common Stock will be documented for Inpixon securityholders in substantially the same manner that stockholders typically receive stockholder updates, such as monthly broker statements and 401(k) statements.

The Distribution of CXApp Common Stock will be effected by Inpixon delivering to the distribution agent, Continental, a book-entry authorization representing the shares of CXApp Common Stock being distributed in the Distribution for the account of Inpixon’s stockholders. The distribution agent will hold such book-entry shares for the account of CXApp’s stockholders (as of immediately after consummation of the Distribution) pending the Merger. The shares of CXApp Common Stock will not be transferrable prior to the exchange of such shares for the shares of New CXApp Common Stock pursuant to the Merger. See “Proposal No. 1 — The Business Combination Proposal — Summary of the Separation and Distribution Agreement” Immediately thereafter, as a result of and upon the Closing of the Merger, each outstanding share of CXApp Common Stock (other than Treasury Shares) will be cancelled in exchange for the right to receive a number of shares of New CXApp Common Stock equal to Class A and Class C. See “Proposal No. 1 — The Business Combination Proposal — The Merger Agreement — Consideration to be Received in the Merger.”

Q:

WHAT WILL HAPPEN TO THE LISTING OF INPIXON COMMON STOCK?

A:

After the Distribution, Inpixon Common Stock will continue to trade on Nasdaq under the symbol “INPX.” Holders of Inpixon Common Stock will retain all their shares of Inpixon Common Stock.

Q:

WILL THE DISTRIBUTION AFFECT THE MARKET PRICE OF SHARES OF INPIXON COMMON STOCK?

A:

Yes. As a result of the Distribution, Inpixon expects the trading price of shares of Inpixon Common Stock immediately following the Distribution to be lower than the “regular-way” trading price of such shares immediately prior to the Distribution because the trading price will no longer reflect the value of the Enterprise Apps Business. There can be no assurance that the aggregate market value of the Inpixon Common Stock plus the pro rata portion of Aggregate Merger Consideration an Inpixon stockholder is entitled to in the Merger, including the aggregate market value of New CXApp Common Stock following the Distribution and Merger, will be higher or lower than the market value of Inpixon Common Stock if the Distribution and Merger did not occur.

Q:

WILL INPIXON SECURITYHOLDERS WHO SELL THEIR SHARES OF INPIXON COMMON STOCK SHORTLY BEFORE THE COMPLETION OF THE DISTRIBUTION AND MERGER STILL BE ENTITLED TO RECEIVE SHARES OF CXAPP COMMON STOCK WITH RESPECT TO THE SHARES OF INPIXON COMMON STOCK THAT WERE SOLD?

A:

Inpixon Common Stock is currently listed on Nasdaq under the ticker symbol “INPX.” It is currently expected that beginning not earlier than one business day before the Inpixon Record Date to be

18

established for the Distribution, and continuing through the Closing, there will be two markets in Inpixon Common Stock on Nasdaq: a “regular way” market and an “ex-distribution” market.

•

If an Inpixon stockholder sells Inpixon Common Stock in the “regular way” market under the symbol “INPX” during this time period, that Inpixon stockholder will be selling both his or her Inpixon Common Stock and the right to receive shares of CXApp Common Stock that will be converted into shares of New CXApp Common Stock (with any resulting fractional share rounded down to the nearest whole number) at the Closing. Inpixon securityholders should consult their brokers before selling their Inpixon Common Stock in the “regular way” market during this time period to be sure they understand the effect of the Nasdaq “due-bill” procedures.

•

If an Inpixon stockholder sells Inpixon Common Stock in the “ex-distribution” market during this time period, that Inpixon stockholder will be selling only his or her Inpixon Common Stock, and will retain the right to receive shares of CXApp Common Stock that will be converted into shares of New CXApp Common Stock (with any resulting fractional share rounded down to the nearest whole number) at the Closing.

After the Closing, Inpixon Common Stock will no longer trade in the “ex-distribution” market, and Inpixon Common Stock that is sold in the “regular way” market will no longer reflect the right to receive shares of CXApp Common Stock that will be converted into shares of New CXApp Common Stock (with any resulting fractional share rounded down to the nearest whole number) at the Closing.

Q:

WHAT ARE THE U.S. FEDERAL INCOME TAX CONSEQUENCES TO INPIXON SECURITYHOLDERS OF THE DISTRIBUTION AND THE MERGER?

A:

The Contribution and the Distribution, taken together, are intended to qualify as a reorganization under Sections 355 and 368(a)(1)(D) of the Code, and the Merger is intended to qualify as a reorganization under Section 368(a) of the Code. Assuming that the Contribution, Distribution and Merger so qualify, Inpixon securityholders are not expected to recognize any gain or loss as a result of the Distribution and the Merger. Inpixon securityholders should consult their tax advisors regarding the tax consequences to them of the Distribution and Merger. For a more complete discussion of the U.S. federal income tax considerations of the Distribution and the Merger to Inpixon securityholders, see the section entitled “United States Federal Income Tax Considerations — Treatment of the Distribution” and “— Tax Consequences of the Merger to Holders of CXApp Common Stock.”

Q:

DOES INPIXON HAVE TO PAY ANYTHING TO KINS IF THE MERGER AGREEMENT IS TERMINATED?

A:

Inpixon will have to pay $2,000,000 to KINS if the Merger Agreement is terminated by KINS in connection with its termination rights related to certain uncured breaches of any representation, warranty, covenant or agreement. See “Proposal No. 1 — The Business Combination Proposal — The Merger Agreement — Termination Fee.”

Q:

DOES KINS HAVE TO PAY ANYTHING TO INPIXON IF THE MERGER AGREEMENT IS TERMINATED?

A:

KINS will have to pay $2,000,000 to Inpixon if the Merger Agreement is terminated by Inpixon in connection with its termination rights related to certain uncured breaches of any representation, warranty, covenant or agreement or if there has been an uncured breach by the Sponsor of its obligations to vote in favor or against certain proposals as provided in Section 1.4(a) of the Sponsor Support Agreement. See “Proposal No. 1 — The Business Combination Proposal — The Merger Agreement — Termination Fee.”

Q:

WHY AM I RECEIVING THIS DOCUMENT?

A:

KINS is sending this proxy statement/prospectus to the KINS Stockholders to help them decide how to vote their shares of KINS Common Stock with respect to the matters to be considered at the KINS Special Meeting.

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CXApp is sending this proxy statement/prospectus as a prospectus of CXApp relating to the distribution of shares of its common stock to a third-party distribution agent for the benefit of Inpixon Stockholders in the Distribution.

The Merger cannot be completed unless the conditions to the Merger set forth in the Merger Agreement are satisfied or waived, including (among others) the approval by the KINS Stockholders of the Condition Precedent Proposals. Information about the KINS Special Meeting, the Merger and the other business to be considered by the KINS Stockholders at the KINS Special Meeting is contained in this proxy statement/prospectus.

This document constitutes a proxy statement and a prospectus of KINS and a prospectus of CXApp. It is a proxy statement because the KINS Board is soliciting proxies using this proxy statement/prospectus from the KINS Stockholders. It is a prospectus because KINS, in connection with the Merger, is offering shares of KINS Common Stock in exchange for the outstanding shares of CXApp Capital Stock. It is a prospectus of CXApp because CXApp, in connection with the Distribution, is distributing shares of its common stock to Inpixon securityholders. See “Proposal No. 1 — The Business Combination Proposal — The Merger Agreement” for more information.

Q:

WHAT WILL HOLDERS OF CXAPP CAPITAL STOCK RECEIVE IN THE MERGER?

A:

If the Merger is completed, at the Effective Time, subject to approval by the KINS Stockholders, each holder of CXApp Capital Stock will receive shares of New CXApp Common Stock. For more information about what the holders of CXApp Capital Stock will receive in the Merger, see “Proposal No. 1 — The Business Combination Proposal — The Merger Agreement.”

Q:

ARE ANY OF THE SHARES OF CX APP OR WARRANTS SUBJECT TO ANY RESTRICTIONS ON TRANSFER FOLLOWING THE CLOSING?

A:

Yes, certain of the shares of New CX App Common Stock and warrants are subject to restrictions on transfer, including the Founder Shares, Private Placement Warrants and the New CXApp Class C Common Stock. The lock-up provisions provide restrictions on transfer for a period of up to 180 days after the Closing of the Merger subject to certain customary exceptions as described in more detail in “Proposal No. 1 — The Business Combination Proposal — Related Agreements — Summary of the Ancillary Agreements — Lock-Ups.”

Q:

WHAT EQUITY STAKE WILL CURRENT KINS STOCKHOLDERS AND CXAPP EQUITYHOLDERS HOLD IN NEW CXAPP IMMEDIATELY AFTER THE CONSUMMATION OF THE MERGER?

A:

It is anticipated that, upon the Closing (depending on the degree to which KINS Public Stockholders exercise their redemption rights), KINS Public Stockholders will own approximately 2.8% of New CXApp Common Stock, the Sponsor, BlackRock and related parties will own approximately 47.2% of New CXApp Common Stock, and the CXApp Stockholders (as of immediately after the consummation of the Distribution) will own approximately 50.0% of New CXApp Common Stock (excluding New CXApp Common Stock distributed to Inpixon for its existing interests in KINS). This ownership percentage with respect to New CXApp following the Business Combination does not take into account (i) shares underlying the Warrants outstanding following the Business Combination, or (ii) the issuance of any shares after the Closing of the Business Combination under any incentive plans. If the actual facts are different than these assumptions (which they are likely to be), the percentage ownership retained by KINS’ existing stockholders in New CXApp will be different.

The ownership tables set forth the anticipated ownership of New CXApp upon completion of the Business Combination assuming minimum redemptions and maximum redemptions of KINS Common Stock.

•

Assuming Minimum Redemptions:   This scenario assumes that no additional KINS Public Stockholders exercise redemption rights with respect to their public shares for a pro rata share of the funds in the Trust Account and that that Sponsor has exchanged its 6,150,000 shares of KINS Class B Common Stock for 5,721,150 shares of KINS Class A Common Stock immediately prior to the consummation of the Merger pursuant to the terms of the Sponsor Support Agreement

20

•

Assuming Maximum Redemptions:   This scenario assumes that 387,551 shares of KINS Class A Common Stock subject to redemption are redeemed for an aggregate payment of approximately $4.0 million (based on an estimated per share redemption price of $10.10 inclusive of amounts held in the Trust Account and estimated interest income and taxes) and that Sponsor has exchanged its 6,150,000 shares of KINS Class B Common Stock for 6,149,999 shares of KINS Class A Common Stock immediately prior to the consummation of the Merger pursuant to the terms of the Sponsor Support Agreement. The Merger Agreement includes a condition to the Closing, that, at the Closing, the cash proceeds from the trust account, plus any amount raised pursuant to permitted equity financings prior to closing of the Merger in the aggregate equaling no less than $9.5 million.

The following table illustrates varying ownership levels in New CXApp, assuming consummation of the Business Combination and minimum redemptions and maximum redemptions by KINS Public Stockholders:

​	Assuming Minimum Redemptions (Shares)												Assuming Maximum Redemptions (Shares)
​	Class A		%		Class C		%		Total Shares		%		Class A		%		Class C		%		Total Shares		%
CXApp existing Stockholders(1)	​	690,000	​	5.0%	​	6,210,000	​	45.0%	​	6,900,000	​	50.0%	​	690,000	​	5.0%	​	6,210,000	​	45.0%	​	6,900,000	​	50.0%
KINS Public Stockholders(2)(7)	​	387,551	​	2.8%	​	—	​	—%	​	387,551	​	2.8%	​	—	​	—%	​	—	​	—%	​	—	​	—%
Sponsor(3)(6)(7)	​	5,721,150	​	41.5%	​	—	​	—%	​	5,721,150	​	41.5%	​	6,075,000	​	44.1%	​	—	​	—%	​	6,075,000	​	44.0%
Direct Anchor Investors(4)	​	225,000	​	1.6%	​	—	​	—%	​	225,000	​	1.6%	​	225,000	​	1.7%	​	—	​	—%	​	225,000	​	1.6%
Inpixon(5)(6)(7)	​	566,298	​	4.1%	​	—	​	—%	​	566,298	​	4.1%	​	599,999	​	4.3%	​	—	​	—%	​	599,999	​	4.3%
Pro forma Common Stock	​	7,589,999	​	55.0%	​	6,210,000	​	45.0%	​	13,799,999	​	100.0%	​	7,589,999	​	55.1%	​	6,210,000	​	45.0%	​	13,799,999	​	100.0%

(1)

The New CXApp Class A Common Stock and the New CXApp Class C Common Stock will be identical in all respects, except that the New CXApp Class C Common Stock will be subject to transfer restrictions and will automatically convert into New CXApp Class A Common Stock on the earlier to occur of (i) the 180th day following the closing of the Merger and (ii) the day that the last reported sale price of the New CXApp Class A Common Stock equals or exceeds $12.00 per share for any 20 trading days within any 30-trading day period following the closing of the Merger.

(2)

Excludes 13,800,000 shares of New CXApp Class A Common Stock underlying the public warrants.

(3)

Excludes 10,280,000 shares of New CXApp Class A Common Stock underlying the private warrants.

(4)

Includes 225,000 shares of New CX APP Class A Common Stock held by Direct Anchor Investors assuming forfeiture to Sponsor of 525,000 shares of KINS Class B Common Stock prior to closing.

(5)

Includes 518,427 and 600,000 shares of New CXApp Class A Common Stock distributed to Inpixon for its existing interests in KINS under the Minimum Redemptions and Maximum Redemptions scenarios, respectively.

(6)

Pursuant to the Sponsor Support Agreement, the Sponsor and related parties have agreed, subject to the limitation set forth therein, that the total amount of shares of New CXApp Common Stock issued to CXApp Stockholders (as of immediately after consummation of the Distribution) at the Closing will exceed the total amount of shares of New CXApp Common Stock issued to all other parties at the Closing by one share.

(7)

Assumes that 550,539 KINS public shares are redeemed for aggregate redemption payments of approximately $5,573,994, assuming a $10.12 per share redemption price and based on funds in the Trust Account as of January 2023.

Q:

WHEN WILL THE MERGER BE COMPLETED?

A:

The parties currently expect that the Merger will be completed in the first quarter of 2023. However, neither KINS nor CXApp can assure you of when or if the Merger will be completed, and it is possible that factors outside of the control of the companies could result in the Merger being completed at a different time or not at all. See “Risk Factors — Risks Related to the Merger and KINS — The consummation of the Merger is subject to a number of conditions and if those conditions are not satisfied or waived, the Merger Agreement may be terminated in accordance with its terms and the Merger may not be completed.” Before the Merger can be completed, KINS must first obtain the approval of KINS

21

Stockholders for each of the Condition Precedent Proposals and KINS and CXApp must obtain certain necessary regulatory approvals and satisfy certain other closing conditions. The outside date for consummation of the Merger is March 31, 2023. See “Proposal No. 1 — The Business Combination Proposal — The Merger Agreement — Closing Conditions” for more information.

Q:

WHAT HAPPENS IF THE MERGER IS NOT COMPLETED?

A:

If KINS does not complete the Merger for any reason, KINS would search for another target business with which to complete a business combination. If KINS does not complete the Business Combination or a business combination with another target business by the Liquidation Date, KINS must redeem 100% of the outstanding KINS Class A Common Stock, at a per share price, payable in cash, equal to the amount then held in the Trust Account (less income taxes paid or payable, if any, and up to $100,000 of interest to pay dissolution expenses) divided by the number of then outstanding KINS Class A Common Stock. The Sponsor has agreed to waive its liquidation rights with respect to KINS Founder Shares in the event a business combination is not effected in the required time period and, accordingly, the KINS Founder Shares will be worthless. Additionally, in the event of such liquidation, there will be no distribution with respect to KINS’ outstanding warrants. Accordingly, such warrants will expire worthless. If the Merger is not completed, the spin-off will not take place and the CXApp securities will not be distributed to Inpixon securityholders. Instead, CXApp will remain a subsidiary of Inpixon. See “Risk Factors” for more information.

QUESTIONS AND ANSWERS ABOUT THE KINS SPECIAL MEETING

Q:

WHAT AM I BEING ASKED TO VOTE ON AND WHY IS THIS APPROVAL NECESSARY?

A:

The KINS Stockholders are being asked to vote on the following proposals:

1.

the Business Combination Proposal;

2.

the Charter Amendment Proposal;

3.

the Advisory Amendment Proposals;

4.

the Director Election Proposal;

5.

the Nasdaq Proposal;

6.

the Incentive Plan Proposal; and

7.

the Adjournment Proposal.

The Merger is conditioned upon the approval of the Business Combination Proposal, the Charter Amendment Proposal, the Director Election Proposal, the Nasdaq Proposal and the Incentive Plan Proposal subject to the terms of the Merger Agreement. The Merger is not conditioned on the Advisory Amendment Proposals or the Adjournment Proposal. If the Business Combination Proposal is not approved, the other proposals (except the Adjournment Proposal) will not be presented to the KINS Stockholders for a vote.

Notwithstanding the order in which the proposals are set out herein, the KINS Board may put the above proposals in such order as it may determine at the meeting.

Q:

WHY IS KINS PROPOSING THE BUSINESS COMBINATION?

A:

KINS was incorporated to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

On December 17, 2020, KINS consummated the KINS Initial Public Offering of 27,600,000 KINS Units, which includes the full exercise by the underwriter of its over-allotment option in the amount of 3,600,000 KINS Units, at $10.10 per KINS Unit, generating gross proceeds of $278,760,000. Simultaneously with the closing of the KINS Initial Public Offering, KINS completed the private sale of 10,280,000 KINS Private Placement Warrants at a price of $1.00 per KINS Private Placement Warrant

22

to the Sponsor and certain funds and accounts managed by BlackRock, Inc. (the “BlackRock Investors” and the BlackRock Investors, together with the Sponsor, are the “initial stockholders”), generating gross proceeds of $10,280,000. A total of $278,760,000, comprised of the proceeds from the KINS Initial Public Offering and a portion of the proceeds of the sale of the KINS Private Placement Warrants were placed in the Trust Account with Continental acting as trustee. Since the KINS Initial Public Offering, KINS’ activity has been limited to the evaluation of business combination candidates.

In the prospectus for the KINS Initial Public Offering, KINS identified certain criteria that KINS believed would be important in evaluating prospective target businesses, namely businesses that:

•

have differentiated, transformational technology with a focus on next generation network and communications technologies;

•

operate within a significant and growing addressable market with runway for further growth;

•

have a validated business model, ability to scale, and have already gained a foothold in their markets;

•

have a rapid growth and sustainable profit margin profile;

•

are ready to operate in the scrutiny of public markets, with strong management, corporate governance and reporting policies in place;

•

will likely be well received by public investors and are expected to have continued access to the public capital markets;

•

have a proven and sophisticated management team with a track record and ability to create long-term stockholder value; and

•

will provide attractive return for stockholders with reasonable and appropriate valuation expectations and significant remaining upside.

CXApp is a workplace experience platform for enterprise customers. Its technologies and solutions help enterprise customers deliver a comprehensive business journey in a ‘from-anywhere’ world for employees, partners, customers and visitors. CXApp offers mapping, augmented reality (or AR), analytics, on-device positioning (or ODP) and app technologies that aim to bring people together by building a more global, equitable sense of what it means to go to work. CXApp’s customers use our enterprise solutions in a variety of ways, including, but not limited to, workplace experience, employee engagement, desk and meeting room reservations, workplace analytics, occupancy management, content delivery, corporate communications and notifications, event management, augmented reality, live indoor mapping, wayfinding and navigation. Its enterprise app platform is the intersection of technology, intelligence, automation and experience for today’s hybrid workplace and the workplace of the future.

After considering the foregoing and the information set forth in “Proposal No. 1 — The Business Combination Proposal — The KINS Board’s Reasons for the Merger,” the KINS Board concluded that the potential benefits to KINS and the KINS Stockholders relating to the Merger outweighed the potentially negative factors relating to the Merger. Accordingly, the KINS Board determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, were advisable, fair to, and in the best interests of KINS and the KINS Stockholders.

Q:

DID THE KINS BOARD OBTAIN A THIRD-PARTY VALUATION OR FAIRNESS OPINION IN DETERMINING WHETHER OR NOT TO PROCEED WITH THE MERGER?

A:

Yes. Pursuant to the Existing Charter, and as provided in the KINS Initial Public Offering prospectus, KINS is only required to obtain an opinion from an independent investment banking firm (or another independent entity that commonly renders valuation opinions) that such an initial business combination is fair to our company from a financial point of view, if KINS would seek to complete an initial business combination with a business combination target that is affiliated with the Sponsor, or KINS’ directors or officers. No prior conflicts or affiliate relationship existed between members of the KINS Board and management, on the one hand, and CXApp, on the other hand. As such, an opinion was not required under the Existing Charter. However, the KINS Board obtained a fairness opinion from KNAV P.A. (“KNAV”), dated September 23, 2022, which provided that, as of that date and based

23

on and subject to the assumptions, qualifications and other matters set forth therein, the consideration to be paid by KINS in the Business Combination was fair, from a financial point of view, to KINS, as opposed to only those stockholders unaffiliated with the Sponsor or its affiliates. KINS obtained such fairness opinion to (i) inform themselves with respect to all material information reasonably available to them and (ii) act with appropriate care in considering the Business Combination. See the section of this proxy statement/prospectus entitled “Proposal No. 1 — The Business Combination Proposal — Opinion of KNAV P.A.” for additional information.

Q:

DO I HAVE REDEMPTION RIGHTS?

A:

If you are a KINS Public Stockholder, you have the right to demand that KINS redeem such shares for a pro rata portion of the cash held in the Trust Account, which holds the proceeds of the KINS Initial Public Offering, calculated as of two (2) business days prior to the Closing including interest earned on the funds held in the Trust Account and not previously released to KINS to pay its tax obligations, divided by the number of then outstanding KINS Public Shares upon the Closing (such rights, “redemption rights”).

Notwithstanding the foregoing, a KINS Public Stockholder, together with any affiliate of such holder or any other person with whom such holder is acting in concert or as a “group” ​(as defined in Section 13(d)(3) of the Exchange Act), will be restricted from seeking redemption with respect to more than 15% of the KINS Public Shares. Accordingly, all KINS Public Shares in excess of 15% held by a KINS Public Stockholder, together with any affiliate of such holder or any other person with whom such holder is acting in concert or as a “group”, will not be redeemed.

Under the Existing Charter, the Merger may be consummated only if KINS has at least $5,000,001 of net tangible assets after giving effect to all holders of KINS Public Shares that properly demand redemption of their shares for cash. Additionally, CXApp will not be required to consummate the Merger if the Minimum Cash Condition is not met. If passed, the Charter Amendment Proposal would remove the requirement that KINS have at least $5,000,001 of net tangible assets after giving effect to the redemption of all such shares.

Q:

WILL HOW I VOTE AFFECT MY ABILITY TO EXERCISE REDEMPTION RIGHTS?

A:

No. You may exercise your redemption rights (subject to compliance with the requirements for redemption as described in “Summary — Redemption Rights”) whether you vote your KINS Public Shares for or against, or whether you abstain from voting on, the Business Combination Proposal or any other Transaction Proposal described in this proxy statement/prospectus. As a result, the Merger can be approved by KINS Stockholders who will redeem their KINS Public Shares and no longer remain KINS Stockholders and the Merger may be consummated even though the funds available from the Trust Account and the number of New CXApp Stockholders are substantially reduced as a result of redemptions by the KINS Public Stockholders. Also with fewer shares of New CXApp Common Stock, the trading market for New CXApp Common Stock may be less liquid than the market for KINS Class A Common Stock prior to the Merger and New CXApp may not be able to meet the listing standards of a national securities exchange. In addition, with fewer funds available from the Trust Account, the capital infusion from the Trust Account into New CXApp’s business will be reduced.

Q:

HOW DO I EXERCISE MY REDEMPTION RIGHTS?

A:

If you are a holder of KINS Public Shares and wish to exercise your redemption rights, you must demand that KINS redeem your shares for cash no later than the second business day preceding the vote on the Business Combination Proposal by delivering your stock to Continental, KINS’ transfer agent, physically or electronically using Depository Trust Company’s Deposit and Withdrawal at Custodian (“DWAC”) system prior to the vote at the KINS Special Meeting. Any holder of KINS Public Shares will be entitled to demand that such holder’s shares be redeemed for a full pro rata portion of the amount then in the Trust Account (which, for illustrative purposes, was, or approximately $     per share, as of            , 2023, the “KINS Record Date”). Such amount, including interest earned on the funds held in the Trust Account and not previously released to KINS to pay its franchise and income taxes, will be paid promptly upon consummation of the Merger. However, under Delaware law, the proceeds held in the Trust Account could be subject to claims which could take priority over

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those of the KINS Public Stockholders exercising redemption rights, regardless of whether such holders vote for or against the Business Combination Proposal. Therefore, the per-share distribution from the Trust Account in such a situation may be less than originally anticipated due to such claims.

Any request for redemption, once made by a holder of KINS Public Shares, may be withdrawn at any time up to the time at which the vote is taken with respect to the Business Combination Proposal at the KINS Special Meeting. If you deliver your shares for redemption to KINS’ transfer agent and later decide prior to the KINS Special Meeting not to elect redemption, you may simply request that KINS’ transfer agent return the shares (physically or electronically).

Any corrected or changed proxy card or written demand of redemption rights must be received by KINS’ transfer agent prior to the vote taken on the Business Combination Proposal at the KINS Special Meeting. No demand for redemption will be honored unless the holder’s stock has been delivered (either physically or electronically) to KINS’ transfer agent prior to the vote at the KINS Special Meeting.

If a holder of KINS Public Shares votes for or against the Business Combination Proposal and demand is properly made as described above, then, if the Merger is consummated, KINS will redeem these shares for a pro rata portion of funds deposited in the Trust Account. If you exercise your redemption rights, then you will be exchanging your KINS Public Shares for cash.

Holders of issued and outstanding KINS Units must elect to separate KINS Units into the underlying KINS Public Shares and KINS Public Warrants prior to exercising redemption rights with respect to the KINS Public Shares. If you hold your KINS Units in an account at a brokerage firm or bank, you must notify your broker or bank that you elect to separate the KINS Units into the underlying KINS Public Shares and KINS Public Warrants, or if you hold units registered in your own name, you must contact Continental, KINS’ transfer agent, directly and instruct them to do so. You are requested to cause your KINS Public Shares to be separated and tendered to Continental, KINS’ transfer agent, by 5:00 p.m., Eastern Time, two business days before the KINS Special Meeting in order to exercise your redemption rights with respect to your KINS Public Shares.

Q:

WHAT ARE THE U.S. FEDERAL INCOME TAX CONSEQUENCES OF EXERCISING MY REDEMPTION RIGHTS?

A:

It is expected that a U.S. Holder (as defined in the section entitled “United States Federal Income Tax Considerations”) that exercises its redemption rights to receive cash from the Trust Account in exchange for its KINS Public Shares will generally be treated as selling such KINS Public Shares resulting in the recognition of capital gain or capital loss. There may be certain circumstances, however, in which the redemption may be treated as a distribution for U.S. federal income tax purposes, depending on the amount of KINS Public Shares that such U.S. holder owns or is deemed to own (including through the ownership of warrants). For a more complete discussion of the U.S. federal income tax considerations of an exercise of redemption rights, see the section entitled “United States Federal Income Tax Considerations — Redemption of KINS Public Shares.”

Q:

DO I HAVE APPRAISAL RIGHTS IN CONNECTION WITH THE PROPOSED BUSINESS COMBINATION?

A:

No. KINS Stockholders do not have appraisal rights in connection with the Merger under the DGCL.

Q:

WHAT HAPPENS TO THE FUNDS DEPOSITED IN THE TRUST ACCOUNT AFTER CONSUMMATION OF THE MERGER?

A:

After consummation of the Merger, the funds in the Trust Account will be used to pay holders of the KINS Public Shares who exercise redemption rights, to pay fees and expenses incurred in connection with the Merger and for New CXApp’s working capital and general corporate purposes.

Q:

HOW DOES THE SPONSOR INTEND TO VOTE ON THE TRANSACTION PROPOSALS?

A:

The Sponsor owns of record and is entitled to vote an aggregate of approximately 84.39% of the outstanding shares of KINS Common Stock. The Sponsor, has agreed to vote all KINS Founder Shares

25

and any other shares of KINS Common Stock held by it as of the KINS Record Date in favor of the Transaction Proposals. See “Proposal No. 1 — The Business Combination Proposal — Related Agreements — Summary of the Ancillary Agreements — Sponsor Support Agreement” for more information.

Q:

WHAT CONSTITUTES A QUORUM AT THE KINS SPECIAL MEETING?

A:

For each proposal, a quorum will be present at the KINS Special Meeting if one or more stockholders who together hold a majority of the voting power of the outstanding shares of each class (or group of classes voting as a single class) of KINS Common Stock entitled to vote on such proposal at the KINS Special Meeting are represented in person or by proxy at the KINS Special Meeting. Abstentions and broker non-votes will be counted as present for the purpose of determining a quorum. The Sponsor as the holder of the KINS Founder Shares currently owns approximately 84.39% of the issued and outstanding shares of KINS Common Stock and such attendance will count towards this quorum. In the absence of receipt of proxies representing a sufficient number of shares of KINS Common Stock to approve the Business Combination Proposal, the Charter Amendment Proposals, the Advisory Amendment Proposals, the Director Election Proposal, the Nasdaq Proposal and the Incentive Plan Proposal, the chairman of the KINS Special Meeting has power to adjourn the KINS Special Meeting. As of the KINS Record Date for the KINS Special Meeting,             shares of KINS Common Stock would be required to achieve a quorum for each of the Transaction Proposals. Additionally,             shares of KINS Class A Common Stock would be required to achieve a quorum for the Charter Amendment Proposal. Accordingly, it is expected that the shares of KINS Common Stock held by Sponsor will be sufficient to establish quorum and to pass all Transaction Proposals.

Q:

WHAT VOTE IS REQUIRED TO APPROVE EACH PROPOSAL AT THE KINS SPECIAL MEETING?

A:

The Business Combination Proposal:   The affirmative vote of at least a majority of the votes cast by the KINS Stockholders present in person or represented by proxy at the KINS Special Meeting and entitled to vote thereon, assuming a quorum is present, is required to approve the Business Combination Proposal. KINS Stockholders must approve the Business Combination Proposal in order for the Merger and the other transactions contemplated by the Merger Agreement to occur. If the KINS Stockholders fail to approve the Business Combination Proposal, the Merger will not occur.

The Charter Amendment Proposal:   The affirmative vote of the (i) holders of a majority of the outstanding shares of KINS Common Stock issued and outstanding on the KINS Record Date, voting together as a single class, (ii) holders of a majority of the outstanding shares of KINS Class A Common Stock issued and outstanding on the KINS Record Date, voting separately as a class and (iii) holders of a majority of the outstanding shares of KINS Class B Common Stock issued and outstanding on the KINS Record Date, voting separately as a class, is required to approve the Charter Amendment Proposal. The Merger is conditioned upon the approval of the Charter Amendment Proposal, subject to the terms of the Merger Agreement. Notwithstanding the approval of the Charter Amendment Proposal, if the Merger is not consummated for any reason, the actions contemplated by the Director Election Proposal will not be effected.

The Advisory Amendment Proposals:   The affirmative vote of at least the holders of a majority of the outstanding shares of KINS Common Stock, voting together as a single class, assuming a quorum is present, is required to approve each of the Advisory Amendment Proposals. However, the KINS Stockholder vote regarding each of the Advisory Amendment Proposals is an advisory vote, and is not binding on KINS or the KINS Board (separate and apart from the approval of the Charter Amendment Proposal). Furthermore, the Merger is not conditioned on the separate approval of the Advisory Amendment Proposals (separate and apart from approval of the Charter Amendment Proposal). Accordingly, regardless of the outcome of the non-binding advisory vote on the Advisory Amendment Proposals, KINS intends that the Proposed Charter will take effect upon the Effective Time (assuming approval of the Charter Amendment Proposal).

The Director Election Proposal:   The affirmative vote of at least a plurality of the votes cast by the KINS Stockholders present in person or represented by proxy at the KINS Special Meeting and entitled

26

to vote thereon, assuming a quorum is present, is required to approve the Director Election Proposal. The Merger is conditioned upon the approval of the Director Election Proposal. Notwithstanding the approval of the Director Election Proposal, if the Merger is not consummated for any reason, the actions contemplated by the Director Election Proposal will not be effected.

The Nasdaq Proposal:   The affirmative vote of at least a majority of the votes cast by the KINS Stockholders present in person or represented by proxy at the KINS Special Meeting and entitled to vote thereon, assuming a quorum is present, is required to approve the Nasdaq Proposal. The Merger is conditioned upon the approval of the Nasdaq Proposal, subject to the terms of the Merger Agreement. Notwithstanding the approval of the Nasdaq Proposal, if the Merger is not consummated for any reason, the actions contemplated by the Nasdaq Proposal will not be effected.

The Incentive Plan Proposal:   The affirmative vote of at least a majority of the votes cast by the KINS Stockholders present in person or represented by proxy at the KINS Special Meeting and entitled to vote thereon, assuming a quorum is present, is required to approve the Incentive Plan Proposal. The Merger is conditioned upon the approval of the Incentive Plan Proposal. Notwithstanding the approval of the Incentive Plan Proposal, if the Merger is not consummated for any reason, the actions contemplated by the Incentive Plan Proposal will not be effected.

The Adjournment Proposal:   The affirmative vote of at least a majority of the votes cast by KINS Stockholders present in person or represented by proxy at the KINS Special Meeting and entitled to vote thereon, assuming a quorum is present, is required to approve the Adjournment Proposal. The Merger is not conditioned upon the approval of the Adjournment Proposal. The chairman of the KINS Special Meeting has the power to adjourn the KINS Special Meeting only in the absence of receipt of proxies representing a sufficient number of shares of KINS Common Stock to approve the Business Combination Proposal, the Advisory Amendment Proposals, the Director Election Proposal, the Nasdaq Proposal and the Incentive Plan Proposal.

The Sponsor, in its capacity as a KINS stockholder, intends to vote the KINS Founder Shares owned by it in favor of each of the proposals. On June 10, 2022, in connection with the Company’s previous extension, 26,661,910 shares of Class A Common Stock (representing approximately 96.6% of the then outstanding Class A Common Stock) were tendered for redemption and redeemed, resulting in 938,090 shares of Class A Common Stock remaining. On December 9, 2022, in connection with the Company’s recent extension, 550,539 shares of Class A Common Stock (representing approximately 58.7% of the then outstanding Class A Common Stock) were tendered for redemption and redeemed, resulting in 387,551 shares of Class A Common Stock remaining. As a result, Sponsor’s 6,150,000 KINS Founder Shares currently represent approximately 84.39% of the total voting power of the Company. Accordingly, it is expected that the shares of KINS Common Stock held by Sponsor will be sufficient to establish quorum and to pass each of the proposals, including the business combination.

Q:

DO ANY OF KINS’ DIRECTORS OR OFFICERS HAVE INTERESTS IN THE MERGER THAT MAY DIFFER FROM OR BE IN ADDITION TO THE INTERESTS OF KINS STOCKHOLDERS?

A:

KINS’ executive officers and certain non-employee directors have interests in the Merger that may be different from, or in addition to, the interests of the KINS Stockholders generally. The KINS Board, including KINS’ independent directors, with their outside counsel, was aware of, reviewed and considered these interests to the extent such interests existed at the time, among other matters, in approving the Merger Agreement and in recommending that the Transaction Proposals be approved by the KINS Stockholders. See the section titled “Proposal No. 1 — The Business Combination Proposal — Interests of KINS’ Directors and Officers in the Merger” of this proxy statement/​prospectus.

For additional information regarding pre-existing relationships between certain of the parties to the Merger Agreement and certain of their affiliates, see “Risk Factors — Risks Relating to the Merger and KINS — Since the Sponsor and KINS’ directors and executive officers have interests that are different, or in addition to (and which may conflict with), the interests of KINS Stockholders, a conflict of interest may have existed in determining whether the Merger with CXApp is appropriate as our initial business combination. Such interests include that Sponsor will lose its entire investment in us if our business combination is not completed.”

27

Q:

WHAT DO I NEED TO DO NOW?

A:

After carefully reading and considering the information contained in this proxy statement/prospectus, please submit your proxies as soon as possible so that your shares will be represented at the KINS Special Meeting. Please follow the instructions set forth on the proxy card or on the voting instruction form provided by your broker, bank or other nominee if your shares are held in the name of your broker, bank or other nominee.

Q:

HOW DO I VOTE?

A:

If you are a KINS Stockholders of record of KINS as of            , 2023, the KINS Record Date, you may submit your proxy before the KINS Special Meeting in any of the following ways:

•

use the toll-free number shown on your proxy card;

•

visit the website shown on your proxy card to vote via the Internet; or

•

complete, sign, date and return the enclosed proxy card in the enclosed postage-paid envelope.

If you are a KINS Stockholder of record of KINS as of the KINS Record Date, you may also cast your vote virtually at the KINS Special Meeting.

If your shares are held in “street name” through a broker, bank or other nominee, your broker, bank or other nominee will send you separate instructions describing the procedure for voting your shares. “Street name” KINS Stockholders who wish to vote at the KINS Special Meeting will need to obtain a proxy form from their broker, bank or other nominee.

Q:

WHEN AND WHERE IS THE KINS SPECIAL MEETING?

A:

The KINS Special Meeting of KINS Stockholders will be held on            , 2023, at             San Francisco time. In light of the COVID-19 pandemic and to protect the health of the KINS Stockholders and the community, the KINS Special Meeting will be a completely virtual meeting of the KINS Stockholders conducted via live audio webcast. You will be able to attend the KINS Special Meeting by visiting https://www.cstproxy.com/kinstechnologygroupinc/sm2023 and entering your control number as further explained in the accompanying proxy statement/prospectus. All the KINS Stockholders as of the KINS Record Date, or their duly appointed proxies, may attend the KINS Special Meeting.

Q:

IF MY SHARES ARE HELD IN “STREET NAME” BY A BROKER, BANK OR OTHER NOMINEE, WILL MY BROKER, BANK OR OTHER NOMINEE VOTE MY SHARES FOR ME?

A:

If your shares are held in “street name” in a stock brokerage account or by a broker, bank or other nominee, you must provide the record holder of your shares with instructions on how to vote your shares. Please follow the voting instructions provided by your broker, bank or other nominee. Please note that you may not vote shares held in “street name” by returning a proxy card directly to KINS or by voting virtually at the KINS Special Meeting unless you provide a “legal proxy”, which you must obtain from your broker, bank or other nominee. In addition to such legal proxy, if you plan to attend the KINS Special Meeting, but are not a KINS Stockholder of record because you hold your shares in “street name”, please bring evidence of your beneficial ownership of your shares (e.g., a copy of a recent brokerage statement showing the shares) and valid photo identification with you to the KINS Special Meeting.

If you are a KINS Stockholder holding your shares in “street name” and you do not instruct your broker, bank or other nominee on how to vote your shares, your broker, bank or other nominee will not vote your shares on the Business Combination Proposal, the Director Election Proposal, the Nasdaq Proposal, the Incentive Plan Proposal or the Adjournment Proposal. Such broker non-votes will have no effect on such proposals, except for the Charter Amendment Proposal and the Advisory Amendment Proposals for which a broker non-vote will be the equivalent of a vote “AGAINST” such proposals.

Q:

WHAT IF I ATTEND THE KINS SPECIAL MEETING AND ABSTAIN OR DO NOT VOTE?

A:

For purposes of the KINS Special Meeting, an abstention occurs when a KINS Stockholder attends the meeting and does not vote or returns a proxy with an “abstain” vote.

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If you are a KINS Stockholder that attends the KINS Special Meeting and fails to vote on the Business Combination Proposal, the Advisory Amendment Proposals, the Director Election Proposal, the Nasdaq Proposal, the Incentive Plan Proposal or the Adjournment Proposal, or if you respond to such proposals with an “abstain” vote, your failure to vote or “abstain” vote in each case will have no effect on such proposals, except for the Charter Amendment Proposal for which your failure to vote will be the equivalent of a vote “AGAINST” such proposal.

Q:

WHAT WILL HAPPEN IF I RETURN MY PROXY CARD WITHOUT INDICATING HOW TO VOTE?

A:

If you sign and return your proxy card without indicating how to vote on any particular Transaction Proposal, the KINS Common Stock represented by your proxy will be voted as recommended by the KINS Board with respect to that Transaction Proposal.

Q:

MAY I CHANGE MY VOTE AFTER I HAVE DELIVERED MY PROXY OR VOTING INSTRUCTION CARD?

A:

Yes. You may change your vote at any time before your proxy is voted at the KINS Special Meeting. You may do this in one of three ways:

•

filing a notice with the corporate secretary of KINS;

•

properly submitting a new, subsequently dated proxy card; or

•

by attending the KINS Special Meeting virtually and electing to vote your shares.

If you are a KINS Stockholder of record and you choose to send a written notice or to mail a new proxy, you must submit your notice of revocation or your new proxy to c/o KINS Technology Group Inc., Four Palo Alto Square, Suite 200, 3000 El Camino Real, Palo Alto, CA 94306, and it must be received at any time before the vote is taken at the KINS Special Meeting. Any proxy that you submitted may also be revoked by submitting a new proxy by mail, or online or by telephone, not later than           , San Francisco time, on           , 2023, or by voting virtually at the KINS Special Meeting. Simply attending the KINS Special Meeting will not revoke your proxy. If you have instructed a broker, bank or other nominee to vote your shares of KINS Common Stock, you must follow the directions you receive from your broker, bank or other nominee in order to change or revoke your vote.

Q:

WHAT HAPPENS IF I FAIL TO TAKE ANY ACTION WITH RESPECT TO THE KINS SPECIAL MEETING?

A:

If you fail to take any action with respect to the KINS Special Meeting and the Merger is approved by the KINS Stockholders and consummated, you will continue to be a stockholder of New CXApp. If you fail to take any action with respect to the KINS Special Meeting and the Merger is not approved, you will continue to be a KINS Stockholder of KINS while KINS searches for another target business with which to complete a business combination.

Q:

WHAT SHOULD I DO IF I RECEIVE MORE THAN ONE SET OF VOTING MATERIALS?

A:

KINS Stockholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered under more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your shares.

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Q:

WHOM SHOULD I CONTACT IF I HAVE ANY QUESTIONS ABOUT THE PROXY MATERIALS OR VOTING?

A:

If you have any questions about the proxy materials, need assistance submitting your proxy or voting your shares or need additional copies of this proxy statement/prospectus or the enclosed proxy card, you should contact Morrow Sodali, KINS’ proxy solicitor, as set forth below:

Morrow Sodali LLC
333 Ludlow Street, 5th Floor, South Tower
Stamford, CT 06902
Telephone: (800) 662-5200
(banks and brokers can call collect at (203) 658-9400)
Email: KINZ.info@investor.morrowsodali.com

If you are a holder of KINS Public Shares and you intend to seek redemption of your shares, you will need to deliver your KINS Public Shares (either physically or electronically) to Continental Stock Transfer & Trust Company, KINS’ transfer agent, at the address below prior to 5 p.m., Eastern Time, on            , 2023. If you have questions regarding the certification of your position or delivery of your stock, please contact:

Continental Stock Transfer & Trust Company
One State Street Plaza, 30th Floor
New York, New York 10004
Attention: Mark Zimkind
E-mail: mzimkind@continentalstock.com

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SUMMARY

This summary highlights selected information from this proxy statement/prospectus and does not contain all of the information that is important to you. To better understand the Transaction Proposals to be submitted for a vote at the KINS Special Meeting, including the Merger, you should read this proxy statement/prospectus, including the Annexes and other documents referred to herein, carefully and in their entirety. The Merger Agreement is the primary legal document that governs the Merger and the other transactions that will be undertaken in connection with the Merger. The Merger Agreement is also described in detail in this proxy statement/prospectus in the section entitled “Proposal No. 1 — The Business Combination Proposal — The Merger Agreement.”

Unless otherwise specified, all share calculations (1) assume no exercise of redemption rights by the KINS Public Stockholders in connection with the Merger and (2) do not include any shares issuable upon the exercise of the KINS Warrants.

Parties to the Merger

KINS

KINS was incorporated in Delaware on July 20, 2020. KINS was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (a “business combination”). KINS has neither engaged in any operations nor generated any revenues to date. Based on KINS’ business activities, it is a “shell company” as defined under the Exchange Act because it has no operations and nominal assets consisting almost entirely of cash.

On December 17, 2020, KINS consummated the KINS Initial Public Offering of 27,600,000 KINS Units, which includes the full exercise by the underwriter of its over-allotment option in the amount of 3,600,000 KINS Units, at $10.10 KINS Unit, generating gross proceeds of $278,760,000. Simultaneously with the closing of the KINS Initial Public Offering, the Company completed the private sale of 10,280,000 KINS Private Placement Warrants at a price of $1.00 per KINS Private Placement Warrant to the Sponsor and the BlackRock Investors, generating gross proceeds of $10,280,000. The KINS Private Placement Warrants are identical to the KINS Public Warrants underlying the KINS Units sold in the KINS Initial Public Offering, except that the KINS Private Placement Warrants and the KINS Class A Common Stock issuable upon the exercise of the KINS Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a business combination, subject to certain limited exceptions. Additionally, except as provided herein, the KINS Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees.

Following the closing of the KINS Initial Public Offering on December 17, 2020 including the full exercise of the underwriters’ over-allotment option, an amount of $278,760,000 ($10.10 per KINS Unit) from the net proceeds of the sale of the KINS Units in the KINS Initial Public Offering and the sale of the KINS Private Placement Warrants was placed in the Trust Account, located in the United States and to be invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 of the Investment Company Act, which invest only in direct U.S. government treasury obligations, as determined by KINS, until the earlier of: (i) the completion of a business combination and (ii) the distribution of the funds held in the Trust Account, as described below. As of September 30, 2022, cash and marketable securities held in the Trust Account totaled $9,574,661.

KINS previously had until June 17, 2022 to consummate a business combination. On June 10, 2022, KINS held a special meeting of stockholders pursuant to which its stockholders approved amending its amended and restated certificate of incorporation (the “Charter Amendment”) to extend the date by which KINS has to consummate a business combination from June 17, 2022 to December 16, 2022. KINS’ stockholders approved the Charter Amendment and as such the Company had until December 16, 2022 to consummate a business combination. On June 10, 2022, KINS filed the Charter Amendment with the Secretary of State of the State of Delaware.

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On December 9, 2022, KINS held a special meeting of stockholders pursuant to which its stockholders approved three proposals, including to extend the date by which the Company must consummate a business combination or liquidate through June 15, 2023 (“Extension”) and to allow the Company to redeem shares of Class A Common Stock in connection with the amendment to the Charter to the extent that such redemption would result in the Company having net tangible assets of less than $5,000,001 (“Amendment Proposal”). The reason for the proposal removing the net tangible asset requirement from the Existing Charter is to facilitate the consummation of the Merger, by permitting redemptions by public shareholders even if such redemptions result in KINS having net tangible assets less than $5,000,001. Initially, the purpose of the net asset test limitation was to ensure that the shares of KINS Common Stock are not deemed to be “penny stock” pursuant to Rule 3a51-1 under the Exchange Act. Because the KINS Common Stock would not be deemed to be “penny stock” pursuant to other applicable provisions of Rule 3a51-1 under the Exchange Act, including the fact that the securities will be listed on Nasdaq, KINS is presenting the Charter Amendment Proposal so that the parties may consummate the Merger even if KINS has $5,000,000 or less in net tangible assets at the Closing. If, however, KINS Common Stock was determined to be a “penny stock,” brokers trading KINS Common Stock will be required to adhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading market for KINS Common Stock.

Additionally, in connection with the Amendment Proposal and Extension having been approved, the Sponsor has agreed that it will contribute to the Company as a loan (each loan being referred to herein as a “Contribution”) $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 (or a pro rata portion thereof if less than a month) until the earlier of (i) the date of the stockholder meeting held in connection with the stockholder vote to approve the Merger Agreement, and (ii) the date that $225,000 has been loaned. Accordingly, if the Extension is approved and the Extension is completed, and the Sponsor makes Contributions totaling the full $225,000, the conversion amount per share at the meeting for such business combination or the Company’s subsequent liquidation will be approximately $10.34 per share, in comparison to the current conversion amount of approximately $10.10 per share.

As a result of previous stockholder redemptions of Class A Common Stock and the existence of the Sponsor Support Agreement, public stockholders have limited voting power. Any additional redemptions will result in reduced voting power for public stockholders and more voting power concentrated with the Sponsor.

If KINS has not completed a business combination by June 15, 2023 or during any extended time that KINS has to consummate a business combination beyond June 15, 2023 as a result of a stockholder vote to amend its certificate of incorporation, KINS will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to pay taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of KINS’ remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to KINS’ obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to KINS’ warrants, which will expire worthless if KINS fails to complete a business combination within the Extended Combination Period.

KINS’ executive offices are located at Four Palo Alto Square, Suite 200, 3000 El Camino Real, Palo Alto, CA 94306 and its telephone number is (650) 575-4456. KINS’ corporate website address is http://www.kins-tech.com/. The information contained on or accessible through our corporate website or any other website that it may maintain is not part of this prospectus or the Registration Statement of which this proxy statement/prospectus is a part.

Merger Sub

Merger Sub is a Delaware corporation and a wholly-owned subsidiary of KINS. Merger Sub does not own any material assets or operate any business.

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Inpixon

Inpixon is the Indoor Intelligence™ company that provides its solutions and technologies to help organizations create and redefine workplace experiences that enable smarter, safer and more secure environments. Inpixon Common Stock is listed on The Nasdaq Capital Market under the symbol “INPX.” Inpixon was incorporated under the laws of the State of Nevada on April 8, 1999. Inpixon’s principal executive offices are located at 2479 E. Bayshore Road, Suite 195, Palo Alto, CA 94303, and its telephone number is (408) 702-2167.

CXApp

CXApp was incorporated under the laws of the State of Delaware on September 19, 2022 specifically for the purpose of effecting the Separation and is currently a wholly-owned subsidiary of Inpixon. CXApp has not carried on any activities to date, except for activities incidental to its formation and activities undertaken in connection with the Transactions. Pursuant to the Separation and Distribution Agreement, (i) Inpixon will undertake a series of internal reorganization and restructuring transactions to effect the transfer of its (direct or indirect) ownership of the Enterprise Apps Business to CXApp in the Separation and (ii) immediately prior to the Merger and after the Separation, Inpixon will distribute 100% of the outstanding shares of CXApp Common Stock to Inpixon securityholders in the Distribution. CXApp’s principal executive offices are located at 2479 E. Bayshore Road, Suite 195, Palo Alto, CA 94303, and its telephone number is (408) 702-2167.

Transaction Steps

The Business Combination will be accomplished by way of the following transaction steps:

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The Contribution and Separation will be effected, whereby Inpixon will, among other things and subject to the terms and conditions of the Separation and Distribution Agreement, transfer the Enterprise Apps Business, including certain related subsidiaries of Inpixon, to CXApp and make a cash contribution to the capital of CXApp of an amount such that CXApp will have an aggregate of $10,000,000 in cash equivalents on its balance sheet as of the effective time of the Merger;

•

The Distribution will be effected, whereby Inpixon will distribute to Inpixon securityholders 100% of the CXApp Common Stock; and

•

Following the above steps, the Merger will be effected, whereby Merger Sub will merge with and into CXApp, with CXApp continuing as the surviving company in the Merger and a wholly owned subsidiary of New CXApp.

Transaction Structure

The Business Combination is currently considered as a “Reverse Morris Trust” transaction, which is a general description for a sequence of steps in which a parent company (in this case, Inpixon) distributes the stock of a subsidiary (in this case, CXApp) to its shareholders that is then acquired by a third party (in this case, KINS). The principal advantage of structuring the Business Combination as a Reverse Morris Trust transaction is that it allows the parties to accomplish their business objectives within certain regulatory parameters. More specifically, the structure of the Business Combination is intended to allow Inpixon to divest, and KINS to acquire, only the CXApp business in a tax efficient manner in addition to ensuring that the post combination entity (KINS) will be able to satisfy certain of the Nasdaq initial listing requirements that may not have been satisfied if Inpixon was the direct recipient of the Merger Consideration, including but not limited to the $15 million non-affiliate market cap requirement. By distributing CXApp to Inpixon shareholders prior to the Merger, the parties are able to comply with the Nasdaq listing requirements, which is a condition to the Merger.

Generally, a Reverse Morris Trust transaction involves the distribution of subsidiary stock that is intended to qualify as a tax-free reorganization under Sections 355 and 368(a)(1)(D) of the Code, and the subsequent acquisition of the subsidiary stock by a third party that is intended to qualify as a tax-free reorganization under Section 368 of the Code. A contribution of assets to a subsidiary followed by a distribution of that subsidiary’s stock to parent company shareholders qualifies as a tax-free reorganization

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pursuant to Section 355 and Section 368(a)(1)(D) only if it meets several statutory and nonstatutory requirements. These requirements include, but are not limited to, the following: (i) parent company’s distribution of subsidiary stock must not have been used principally as a “device” for the distribution of E&P of the parent company, subsidiary, or both; (ii) immediately after the distribution, both the parent company and the subsidiary must be engaged or treated as engaged in the active conduct of a trade or business; (iii) parent company must distribute all of the subsidiary stock or an amount representing “control” and establish to the satisfaction of the IRS that the retention of any subsidiary stock was not part of a tax avoidance plan; (iv) the distribution must be carried out for a bona fide corporate business purpose; and (v) the transaction must satisfy the “continuity of proprietary interest” and “continuity of business enterprise” contained in the Treasury Regulations. The Distribution Tax Opinion from RSM US LLP will opine on whether the transactions meet the statutory and nonstatutory requirements. If any of the statutory or nonstatutory requirements are not met, the Distribution would be treated as a taxable dividend to Inpixon security holders equal to the fair market value of the CXApp stock to the extent of Inpixon’s earnings and profits. If the dividend exceeds such earnings and profits, the amount of such excess will be treated as a return of capital to the extent of an Inpixon Stockholder’s basis in its Inpixon stock, and then a capital gain. In addition, if the Contribution and Distribution, taken together, do not qualify under Section 355 and 368(a)(1)(D) of the Code, Inpixon would recognize taxable income on the Distribution equal to the difference between the fair market value of the CXApp Shares distributed by Inpixon to the Inpixon security holders and Inpixon’s basis in such shares. Immediately after the shares of CXApp are distributed to Inpixon shareholders, the Merger will result in the Inpixon shareholders exchanging their CXApp shares for KINS shares in a transaction intended to qualify as a tax-free reorganization under Section 368 of the Code. In order for the Merger to qualify as a tax-free reorganization under Section 368 of the Code, the Merger must meet several statutory and nonstatutory requirements. For a more detailed discussion, see the section entitled “United States Federal Income Tax Considerations — Treatment of the Distribution” and “United States Federal Income Tax Considerations — Tax Consequences of the Merger to Holders of CXApp Common Stock.”

Even if the Distribution of CXApp stock qualifies as a tax-free reorganization under Section 355 and 368(a)(1)(D) of the Code, and the subsequent Merger qualifies as a tax-free reorganization under Section 368 of the Code, Inpixon (but not its shareholders) may still be forced to recognize gain on the Distribution under Section 355(e) of the Code if one or more persons acquire a 50% or greater interest (measured by vote or value) in the stock of Inpixon or CXApp, directly or indirectly (including through acquisitions of the stock of New CXApp after the Merger), as part of a plan or series of related transactions that includes the Distribution. The process for determining whether an acquisition is part of a plan under these rules is complex, inherently factual in nature, and subject to a comprehensive analysis of the facts and circumstances of the particular case. However, for these purposes, uncoordinated market transactions in New CXApp stock by individual shareholders will not generally be treated as acquisitions that are part of a plan or series of related transactions that includes the Distribution if the participants are non-controlling shareholders with less than 10% ownership of Inpixon or CXApp.

Inpixon is currently evaluating potential strategic transactions in which a third party may acquire a 50% or greater interest in the stock of Inpixon following the Merger, in which case the Distribution would likely be taxable to Inpixon under Section 355(e) of the Code. However, Inpixon has prepared a detailed estimate based on its financial statements reported as of September 30, 2022 of the gain that it would recognize if the Distribution were taxable to Inpixon under Section 355(e) (“Distribution Gain”), and does not expect any such gain. Although the amount of any Distribution Gain depends in part on facts that cannot be known prior to the closing of the Business Combination, Inpixon does not anticipate any meaningful changes to its current estimate of such gain. In order to preserve the tax treatment of the Business Combination more generally, the parties have entered into certain agreements, including the Tax Matters Agreement, which includes covenants restricting the parties from engaging in transactions following the Merger that might otherwise be beneficial. More specifically, for the two years following the date of the Distribution, KINS and New CX App cannot enter into tender offers, mergers, consolidations, or any other type of disposition that would cause Inpixon to recognize Distribution Gain or that would otherwise put the tax-free status of the Distribution and the Merger at risk (“Restricted Transactions”), without first seeking a waiver from Inpixon or obtaining an opinion from a nationally recognized law firm or accounting firm at a “will” level that such transaction will not adversely impact the intended tax treatment of the Distribution and the Merger. If KINS breaches any of these covenants, it may be liable for taxes incurred by Inpixon in connection with the Distribution. However, if Inpixon engages in certain transactions that

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result in the Distribution being taxable to Inpixon under Section 355(e) of the Code, Inpixon will be solely liable for the resulting tax liability and CXApp and KINS would not be responsible for any such tax liability. Although in such case the covenants regarding Restricted Transactions as described above would still apply to KINS and CXApp, any subsequent breach of such covenants is not expected to result in further material tax liability to Inpixon for which KINS and CXApp would be required under the Tax Matters Agreement to indemnify Inpixon.

For more information about the U.S. federal income tax considerations of the Distribution, the Merger and the exercise of redemption rights, see “United States Federal Income Tax Considerations.” For more information about the risks related to the tax treatment of the Distribution and the Merger, see “Risk Factors—​Risks Related to the Separation and Distribution and Our Relationship With Inpixon—If the Distribution, together with certain related transactions, fails to qualify as a reorganization under Sections 355 and 368(a)(1)(D) of the Code, or the Merger fails to qualify as a reorganization under Section 368(a) of the Code, Inpixon and its stockholders could incur significant tax liabilities, and KINS and CXApp could be required to indemnify Inpixon for taxes that could be material, pursuant to indemnification obligations under the Tax Matters Agreement.” For more information about the parties’ indemnification obligations under the Tax Matters Agreement and restrictions on the parties following the Merger, see “—Related Agreements—Tax Matters Agreement” and “Risk Factors—Risks Related to the Separation and Distribution and Our Relationship With Inpixon—Under the Tax Matters Agreement, CXApp and KINS might not be able to engage in certain transactions and equity issuances following the Distribution that might otherwise be beneficial.”

Proposals to be Put to the Stockholders of KINS at the KINS Special Meeting

The following is a summary of the proposals to be put to the KINS Special Meeting. Each of the proposals below, except each of the Advisory Amendment Proposals and the Adjournment Proposal, are cross-conditioned on the approval of each of the Condition Precedent Proposals. Each of the Advisory Amendment Proposals and the Adjournment Proposal are not conditioned upon the approval of any other proposal set forth in this proxy statement/prospectus. The transactions contemplated by the Merger Agreement will be consummated only if the Condition Precedent Proposals are approved at the KINS Special Meeting.

Proposal No. 1: The Business Combination Proposal — to consider and vote upon a proposal to approve the Merger Agreement and the transactions contemplated thereby;

Proposal No. 2: The Charter Amendment Proposal —  to consider and vote upon a proposal to approve and adopt the Proposed Charter that will replace the Existing Charter to be in effect following the Merger, which, if approved, would take effect at the effective time of the Merger;

Proposal No. 3: The Advisory Amendment Proposals — to consider and vote upon a proposal to approve, on a non-binding advisory basis, certain governance proposals in the Proposed Charter, which are being presented separately in accordance with the SEC guidance to give stockholders the opportunity to present their separate views on important corporate governance provisions;

Proposal No. 3(A): Advisory Amendment Proposal A — approve and adopt a provision of the Proposed Charter providing that the name of New CXApp will be “CXApp Inc.”;

Proposal No. 3(B): Advisory Amendment Proposal B — to change the number of authorized capital stock of KINS from (a) 200,000,000 shares of Class A common stock of KINS, 20,000,000 shares of Class B common stock of KINS (the shares of which will all convert into shares of Class A common stock in connection with the Merger) and 2,000,000 shares of preferred stock of KINS, to (b) 200,000,000 shares of New CXApp Class A Common Stock, 10,000,000 shares of New CXApp Class C common stock, and 2,000,000 shares of New CXApp Preferred Stock;

Proposal No. 3(C): Advisory Amendment Proposal C — to provide for the classification of the board of directors into three classes of directors and to change the size of the Combined Company Board to up to five (5) directors;

Proposal No. 3(D): Advisory Amendment Proposal D — to eliminate various provisions under the Existing Charter applicable only to blank check companies, including the provisions requiring that KINS have net tangible assets of at least $5,000,001 immediately prior to, or upon such consummation of, a business combination;

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Proposal No. 4: The Director Election Proposal — to consider and vote upon a proposal to elect five directors, effective immediately upon the closing of the Merger, to be allocated by the board of directors into three classes of directors and to serve staggered terms on the board of directors until the first, second and third annual meetings of stockholders following the date of the filing of the Proposed Charter, as applicable, and until their respective successors are duly elected and qualified;

Proposal No. 5: The Nasdaq Proposal  —  to consider and vote upon a proposal, for purposes of complying with the applicable rules of Nasdaq, the issuance of New CXApp Common Stock to the CXApp Stockholders pursuant to the Merger Agreement;

Proposal No. 6: The Incentive Plan Proposal — to consider and vote upon a proposal to approve and adopt the Incentive Plan, including the authorization of the initial share reserve under the Incentive Plan; and

Proposal No. 7: The Adjournment Proposal — if put to the meeting, to consider and vote upon a proposal to adjourn the KINS Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the KINS Special Meeting, there are not sufficient votes to approve the Business Combination Proposal, the Charter Amendment Proposal, the Advisory Amendment Proposals, the Director Election Proposal, the Nasdaq Proposal or the Incentive Plan Proposal.

Notwithstanding the order in which the proposals are set out herein, the KINS Board may put the above proposals in such order as it may determine at the meeting.

The KINS Board’s Reasons for the Merger

The KINS Board, in evaluating the transaction with Design Reactor, consulted with its legal counsel, Skadden, Arps, Slate, Meagher & Flom LLP, as well as financial and accounting advisors, KNAV and WithumSmith+Brown, PC (“Withum”), respectively. In reaching its conclusion (i) that the terms and conditions of the Merger Agreement and the transactions contemplated thereby are advisable, fair to and in the best interests of KINS and its stockholders and (ii) to recommend that the stockholders adopt the Merger Agreement and approve the Business Combination, the KINS Board considered and evaluated a number of factors, including, but not limited to, the factors discussed below. In light of the number and wide variety of factors considered in connection with its evaluation of the Business Combination, the KINS Board did not consider it practicable to, and did not attempt to, quantify or otherwise assign relative weights to the specific factors that it considered in reaching its determination and supporting its decision. The KINS Board viewed its decision as being based on all of the information available and the factors presented to and considered by it. In addition, individual directors may have given different weight to different factors. This explanation of KINS’ reasons for the Business Combination and all other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed under “Cautionary Statement Regarding Forward-Looking Statements.”

The members of KINS’ management team and the KINS Board are well-qualified to evaluate the transaction with Design Reactor. They have significant transactional experience, including in the technology and SaaS industry. KINS’ management team and the KINS Board also include individuals with experience in executive management of multinational companies and in investing in companies in the technology sector.

The KINS Board considered a number of factors pertaining to the Business Combination as generally supporting its decision to enter into the Merger Agreement and the transactions contemplated thereby, including but not limited to, the following material factors:

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Developing state of the art workplace experience application.   Design Reactor’s founding team have a deep understanding of the rapidly evolving workplace environment and the emerging demand for digital workplace experiences. The company has developed a mobile-first, SaaS-based platform that integrates key services including security, communications, location, and personalization. The solution is flexible and scalable, and address diverse market segments including enterprises, events, and meetings.

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•

Founded based on years of work and deep understanding of customer experience applications.   A workplace experience application provides a digital interface between physical resources, people, and IT systems. Customers of CXApp benefit from improved productivity and resource utilization, as well as lower facility costs.

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Consulted with technical experts.   The KINS Board engaged technical and product experts in SaaS applications on the KINS team including board member Ms. Di-Ann Eisnor who conducted due diligence on Design Reactor’s state of the art application. The technical experts reviewed the product documentation, the technology platform, Application Programmable Interfaces (APIs), the security architecture and the overall system design. The technical team also reviewed the key differentiation technologies of the CXApp platform like on-device positioning, location mapping and augmented reality.

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Addresses a large and growing market opportunity.   Market forecasts suggest the global market for enterprise workplace experience apps will grow from about $400 million in 2020 to nearly $1 billion in 2024, representing a CAGR of 19%. During KINS’ diligence with CXApp customers, the CXApp customers indicated a major trend of adoption of workplace experience apps within their entire enterprise and noted that they were in the beginning stages of their deployments. Additional use cases and applications for the emerging hybrid workforce are being developed and there is a significant new market in development.

•

Potential for multiple follow-on product candidates.   The workplace experience market is highly fragmented with numerous point solutions that address scheduling, access control, indoor mapping, wayfinding, asset tracking, environmental controls, analytics, and other workplace services. CXApp is developing an integrated solution that provides enterprise customers with full suite of services.

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Financial analysis conducted by KINS Management.   The financial analysis conducted by KINS’ management team and reviewed by the KINS Board supported the equity valuation of Design Reactor. See the section entitled “Proposal No. 1 — The Business Combination — Certain Projected Financial Information of the Enterprise Apps Business.”

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Fairness opinion of KNAV.   The KINS Board reviewed the opinion delivered by KNAV to the KINS Board, as of September 23, 2022, and subject to and based upon the assumptions made, procedures followed, matters considered, limitations of the review undertaken and qualifications therein, the consideration to be paid by KINS to CXApp shareholders in the Business Combination pursuant to the Merger Agreement was fair to KINS, from a financial point of view. See the section entitled “Proposal No. 1 — The Business Combination — Opinion of KNAV P.A.”

The KINS Board also considered a variety of uncertainties and risks and other potentially negative factors concerning the Business Combination, including, but not limited to, the following:

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Benefits not achieved.   The risk that the potential benefits of the Business Combination may not be fully achieved or may not be achieved within the expected timeframe.

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Liquidation of KINS.   The risks and costs to KINS if the Business Combination is not completed, including the risk of diverting management focus and resources from other businesses combination opportunities, which could result in KINS being unable to affect a business combination by the completion deadline and forcing KINS to liquidate.

•

Exclusivity.   The fact that the Merger Agreement includes an exclusivity provision that prohibits KINS from soliciting other business combination proposals and restricts KINS’ ability to consider other potential business combinations so long as the Merger Agreement is in effect.

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Post-Business Combination Corporate Governance.   The KINS Board considered the corporate governance provisions of the Merger Agreement and the proposed material provisions of the amendment to KINS’ certificate of incorporation and the proposed amended bylaws and the effect of those provisions on the governance of the company post-Business Combination. See “Proposal No. 1 — The Business Combination Proposal — The Merger Agreement” and “Management of New CXApp After the Merger” for detailed discussions of the terms and conditions of these documents.

•

Closing Conditions.   The fact that completion of the Business Combination is conditioned on the satisfaction of certain closing conditions that are not within KINS’ control.

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•

Litigation.   The possibility of litigation challenging the Business Combination or that an adverse judgment granting permanent injunctive relief could indefinitely delay consummation of the Business Combination.

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Potential Conflicts.   The KINS Board considered the potential additional or different conflicts of interests of KINS’ directors, executive officers, the Sponsor and its affiliates, as described in the section entitled “Certain Relationships and Related Party Transactions.” The KINS Board, including KINS’ independent directors, with their outside counsel, reviewed and considered these interests during the negotiation of the Business Combination and in evaluating and approving, as members of the KINS Board, the Merger Agreement and the transactions contemplated thereby, including the Merger.

•

Fees and Expenses.   The fees and expenses associated with completing the Business Combination.

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Other Risks.   Various other risks associated with the Business Combination, the business of KINS and the business of Design Reactor described under the section entitled “Risk Factors.”

The KINS Board concluded that the potential benefits that it expected KINS and its stockholders to achieve as a result of the Business Combination outweighed the potentially negative factors associated with the Business Combination. Accordingly, the KINS Board determined that the Merger Agreement and the Business Combination were advisable, fair to, and in the best interests of, KINS and its stockholders.

The Inpixon Board’s Reasons for the Separation, the Distribution and the Merger

The Inpixon Board believes that the separation of Inpixon’s Enterprise Apps Business from the remainder of its businesses through the Business Combination would be in the best interests of Inpixon and its stockholders, including that the Business Combination will:

•

allow each of Inpixon and CXApp to pursue its own operational and strategic priorities and more quickly respond to trends, developments and opportunities in its respective markets;

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increase the potential value for Inpixon securityholders to receive shares of New CXApp based on a pre-transaction equity value of CXApp of $69.0 million, which was greater than the market capitalization of Inpixon as of the date of the Merger Agreement;

•

result in a tax-efficient separation of the Enterprise Apps Business from Inpixon’s other businesses;

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provide capital to support the growth of the Enterprise Apps Business;

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create two separate and distinct management teams focused on each business’s unique strategic priorities, target markets and corporate development opportunities;

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give each business opportunity and flexibility by pursuing its own investment, capital allocation and growth strategies consistent with its long-term objectives;

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allow investors to separately value each business based on the unique merits, performance and future prospects of each business, providing investors with two distinct investment opportunities;

•

enhance the ability of each business to attract and retain qualified management and to better align incentive-based compensation with the performance of each separate business; and

•

give each of CXApp and Inpixon its own equity currency for use in connection with acquisitions.

The Inpixon Board also considered potentially negative factors in evaluating the Business Combination, including the risks identified and discussed in the section entitled “Proposal No. 1 — The Business Combination Proposal — The Inpixon Board’s Reasons for the Separation, the Distribution and the Merger” and “Risk Factors.” The Inpixon Board concluded that the potential benefits of the Separation, Distribution and Merger outweighed these factors.

The Merger and the Merger Agreement

As discussed in this proxy statement/prospectus, KINS is asking the KINS Stockholders to approve and adopt the Merger Agreement, a copy of which is attached to this proxy statement/prospectus as Annex A.

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The Merger Agreement provides for, among other things, the merger of Merger Sub with and into CXApp, with CXApp surviving the merger as a wholly owned subsidiary of KINS, in accordance with the terms and subject to the conditions of the Merger Agreement as more fully described elsewhere in this proxy statement/prospectus. After consideration of the factors identified and discussed in the section entitled “Proposal No. 1 — The Business Combination Proposal — The KINS Board’s Reasons for Approval of the Merger,” KINS’ board of directors concluded that the Merger met all of the requirements disclosed in the prospectus for KINS’ initial public offering, including that the business of CXApp and its subsidiaries had a fair market value equal to at least 80% of the net assets held in trust (excluding any taxes payable on the income earned on the trust account). For more information about the transactions contemplated by the Merger Agreement, see “Proposal No. 1 — The Business Combination Proposal.”

Aggregate Merger Consideration

As a result of and upon the Closing (as defined below), among other things, all outstanding shares of CXApp Common Stock as of immediately prior to the effective time of the Merger, will be cancelled in exchange for the right to receive an aggregate of 6,900,000 shares of KINS Common Stock (subject to adjustment in accordance with the terms of the Merger Agreement) representing a pre-transaction equity value of CXApp of $69.0 million (the “Aggregate Merger Consideration”). For additional information on the Merger Agreement, see “Proposal No. 1 — The Business Combination Proposal — The Merger Agreement.”

Closing Conditions

The Merger Agreement is subject to the satisfaction or waiver of certain customary closing conditions, including, among others, (i) receipt of the KINS stockholder approval, (ii) receipt of the CXApp Stockholder Approval, (iii) the effectiveness of the Registration Statement of which this proxy statement/prospectus forms a part, (iv) the absence of any Governmental Order enjoining or prohibiting the consummation of the Merger or any law that makes the consummation of the Merger illegal or otherwise prohibited, (v) that KINS has at least $5,000,001 of net tangible assets upon Closing and (vi) the shares of KINS Class A Common Stock to be issued in connection with the Merger will have been approved for listing on Nasdaq.

The Merger Agreement also provides, among other things, that (i) the obligations of CXApp to consummate the Merger are conditioned on the satisfaction or waiver of the Minimum Cash Condition and (ii) there must not have occurred a CXApp Material Adverse Effect (as defined below) after the date of the Merger Agreement.

Related Agreements

This section describes certain additional agreements entered into or to be entered into pursuant to the Merger Agreement. For additional information, see “Proposal No. 1 — The Business Combination Proposal — Summary of the Separation and Distribution Agreement” and “— Summary of the Ancillary Agreements.”

Separation and Distribution Agreement

On September 25, 2022, in connection with the execution of the Merger Agreement, Inpixon, CXApp, Design Reactor and KINS entered into the Separation and Distribution Agreement which sets forth the principal actions to be taken in connection with the Separation. The Separation and Distribution Agreement identifies assets to be transferred, liabilities to be assumed and contracts to be assigned to each of Inpixon and CXApp as part of the internal reorganization described therein and requires the Contribution to be made to CXApp. The Separation and Distribution Agreement also sets forth other agreements that govern certain aspects of CXApp’s relationship with Inpixon following the Business Combination. In connection with the Separation and Distribution Agreement and related ancillary agreements, CXApp will issue additional shares of CXApp Common Stock to Inpixon. Inpixon will then distribute on a pro rata basis all of the outstanding shares of CXApp Common Stock to the holders of Inpixon Common Stock as of the Inpixon Record Date set for the Distribution by delivering to the distribution agent a book-entry authorization representing the shares of CXApp Common Stock being distributed for the account of Inpixon’s securityholders. The distribution agent will hold such book-entry shares for the account of

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CXApp’s stockholders (as of immediately after consummation of the Distribution) pending the Merger. The Separation and Distribution Agreement is attached to this proxy statement/prospectus as Annex B.

Assuming the conditions to the Distribution set forth in the Separation and Distribution Agreement have been satisfied, Inpixon will on the date of the Distribution distribute on a pro rata basis all of the outstanding shares of CXApp Common Stock to the holders of Inpixon Common Stock and certain other holders of its securities as of the Inpixon Record Date set for the Distribution. The Distribution will be effected by Inpixon delivering to the distribution agent a book-entry authorization representing the shares of Inpixon Common Stock being distributed in the Distribution for the account of Inpixon’s securityholders. The distribution agent will hold such book-entry shares for the account of CXApp’s stockholders (as of immediately after consummation of the Distribution) pending the Merger. The shares of CXApp Common Stock will not be transferrable prior to the exchange of such shares for the shares of KINS Common Stock pursuant to the Merger. As of the date of this proxy statement/prospectus, the Inpixon Board has not set the Inpixon Record Date. Inpixon will publicly announce the Inpixon Record Date when it has been determined, and prior to the completion of the Business Combination.

For a more detailed description of the Separation and Distribution Agreement, see “Proposal No. 1 — The Business Combination Proposal — Summary of the Separation and Distribution Agreement.”

Sponsor Support Agreement

On September 25, 2022, in connection with the execution of the Merger Agreement, KINS, Inpixon, CXApp and the Sponsor entered into the Sponsor Support Agreement, pursuant to which, among other things, the Sponsor agreed to vote any KINS Securities held by it to approve the Business Combination and the other KINS stockholder matters required pursuant to the Merger Agreement, and not to seek redemption of any of its KINS Securities in connection with the consummation of the Business Combination. Pursuant to the Sponsor Support Agreement, the Sponsor and KINS also agreed to amend the letter agreement, dated as of December 14, 2020 between the Sponsor and KINS (the “Insider Letter”) to amend the Founder Shares Lock-Up Period (as defined in the Insider Letter) to provide for lock-up of its shares of KINS Class B Common Stock (or KINS Class A Common Stock issuable upon conversion thereof) until the earlier of (A) the 180th day after the closing of the Merger and (B) (x) the date on which KINS completes a liquidation, merger, stock exchange, reorganization or other similar transaction following the closing of the Merger or (y) the day that the last reported sale price of the KINS Class A Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period following the Closing of the Merger; provided, that 10% of such shares (subject to adjustment) shall not be subject to foregoing lock-up and in the case of the private placement warrants, the warrants that may be issued upon conversion of working capital loans and the Class A common stock underlying such warrants, until 30 days after the completion of our initial business combination. The foregoing is subject to certain permitted transfers described in “Proposal No. 1 — The Business Combination Proposal — Related Agreements —  Summary of the Ancillary Agreements — Lock-Ups.”

Additionally, Sponsor has agreed to exchange 6,150,000 shares of KINS Class B Common Stock for shares of KINS Class A Common Stock equal to such that the number of shares of KINS Common Stock issued as aggregate merger consideration exceeds (by one share): (i) the aggregate number of shares of KINS Class A Common Stock held by Sponsor at Closing (after taking into account the exchange), plus (ii) the aggregate number of shares of KINS Class B Common Stock held by the BlackRock Investors (including all Potential Forfeiture Shares (as defined in the Sponsor Support Agreement)), plus (iii) the aggregate number of shares of KINS Class A Common Stock that have not properly elected to redeem their shares of KINS Class A Common Stock pursuant to KINS’ Governing Documents, plus (iii) any shares of KINS Common Stock issued as incentives for non-redemption transactions and financing transactions, in each case, free and clear of all liens; provided, that, in no instance shall the number of shares issued to Sponsor in the exchange be less than 5,150,000 shares of KINS Class A Common Stock. The Sponsor Support Agreement is attached to this proxy statement/prospectus as Annex H.

Employee Matters Agreement

Prior to the Distribution, KINS, Inpixon, CXApp and Merger Sub will enter into the Employee Matters Agreement, which will set forth the terms and conditions of certain employee-related matters in

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connection with the transaction, including allocation of benefit plan assets and liabilities between Inpixon and CXApp, treatment of incentive equity awards in the Distribution and the Business Combination and related covenants and commitments of the parties. The Employee Matters Agreement is attached to this proxy statement/prospectus as Annex E.

Tax Matters Agreement

Prior to the Distribution, KINS, CXApp and Inpixon will enter into the Tax Matters Agreement that will govern each party’s respective rights, responsibilities and obligations with respect to tax liabilities and benefits, tax attributes, the preparation and filing of tax returns, the control of audits and other tax proceedings and certain other matters regarding taxes. None of the parties’ obligations under the Tax Matters Agreement will be limited in amount or subject to any cap.

Allocation of Taxes

In general, KINS and CXApp will be liable for all U.S. federal, state, local and foreign taxes (and any related interest, penalties or audit adjustments) that are (i) imposed with respect to tax returns that include both CXApp and Inpixon, to the extent such taxes are attributable to CXApp or the Enterprise Apps Business, or (ii) imposed with respect to tax returns that include CXApp but not Inpixon, in each case, for tax periods (or portions thereof) beginning after the Distribution. Inpixon will generally be liable for taxes described in clauses (i) and (ii) above for tax periods (or portions thereof) ending on the date of or prior to the Distribution, and any and all Distribution Taxes, as defined in the Tax Matters Agreement (generally, taxes imposed with respect to the Separation, Contribution, and Distribution). However, CXApp and KINS may be liable for Distribution Taxes pursuant to indemnity obligations described below.

Indemnification Obligations

The Tax Matters Agreement generally provides for indemnification obligations between CXApp and KINS, on the one hand, and Inpixon, on the other hand. In particular, CXApp and KINS must indemnify Inpixon for taxes allocated to CXApp or KINS, as described above, and Inpixon must indemnify CXApp and KINS for taxes as allocated to Inpixon as described above, which would generally include Distribution Taxes. The Tax Matters Agreement, however, provides that KINS and CXApp may be liable for Distribution Taxes to the extent such taxes result from a breach of certain representations or restrictive covenants made by KINS and CXApp, as described below.

Preservation of the Intended Tax Treatment of Certain Aspects of the Transactions

The Distribution, together with certain related transactions, is intended to qualify as a reorganization under Sections 355 and 368(a)(1)(D) of the Code. If the Distribution does not so qualify, the difference between the fair market value and the tax basis of the CXApp Shares distributed by Inpixon to the Inpixon securityholders will be taxable income to Inpixon.

Even if the Contribution and Distribution, taken together, otherwise qualify as a transaction described in Sections 355 and 368(a)(1)(D) of the Code, the Distribution would be taxable to Inpixon (but not to Inpixon securityholders ) pursuant to Section 355(e) of the Code if one or more persons acquire a 50% or greater interest (measured by vote or value) in the stock of Inpixon or CXApp, directly or indirectly (including through acquisitions of the stock of New CXApp after the Merger), as part of a plan or series of related transactions that includes the Distribution. For purposes of this test, the Merger will be treated as part of a plan that includes the Distribution, but it is expected that the Merger standing alone will not cause the Distribution to be taxable to Inpixon under Section 355(e) of the Code because holders of CXApp Common Stock will own more than 50% of the common stock of New CXApp immediately following the Merger.

Per the terms of the Sponsor Support Agreement, the Sponsor has agreed to exchange up to 1 million shares of KINS Class B Common Stock for such number of shares of KINS Class A Common Stock as shall be necessary to ensure that the number of shares of KINS Common Stock issued as Aggregate Merger Consideration to the holders of CXApp Common Stock exceeds 50% by at least one share than the number of shares of KINS Common Stock owned by all other holders of KINS Common Stock. The Sponsor Support Agreement is attached to this proxy statement/prospectus as Annex H.

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The Tax Matters Agreement will require KINS and CXApp to comply with the representations made in the materials submitted to RSM US LLP in connection with the Distribution Tax Opinion that Inpixon expects to receive regarding the intended tax treatment of the Distribution and certain related transactions. The Tax Matters Agreement will also include covenants restricting CXApp’s and KINS’ ability to take or fail to take any action if such action or failure to act could reasonably be expected to adversely affect the intended tax treatment. In particular, in the two years following the Distribution, such restrictive covenants will generally prevent KINS and CXApp from (i) entering into any transaction which could, when combined with other transactions (including the Merger), result in a 45% or greater change in ownership of KINS’ or CXApp’s equity as part of a plan or series of related transactions that includes the Distribution, (ii) ceasing the active conduct of certain of CXApp’s businesses, (iii) voluntarily dissolving or liquidating KINS or CXApp and (iv) causing, permitting, or agreeing to the sale, transfer, or disposal of assets of CXApp that, in the aggregate, constitute more than 30% of the consolidated gross assets of CXApp, in each case, unless CXApp obtains a private letter ruling from the IRS, an unqualified opinion of a nationally recognized tax advisor that such action will not cause a failure of the intended tax treatment, or Inpixon consents to the undertaking of such action. Notwithstanding receipt of such ruling, opinion or consent, in the event that such action causes a failure of the intended tax treatment, KINS and CXApp could be responsible for all taxes arising therefrom. The restrictions described above generally apply to actions initiated by KINS or CXApp and do not restrict a shareholder’s ability to buy or sell shares in market transactions. As a result, legacy shareholders will not be subject to trading restrictions under the Tax Matters Agreement. For trading restrictions applicable to the New CXApp Class C Common Stock, see “— Lock- Ups — CXApp Common Stock Lock Up,” “Description of New CXApp Capital Stock — Class A Common Stock and Class C Common Stock” and “Proposal No. 1 — The Business Combination Proposal — Related Agreements —​Summary of the Ancillary Agreements — Lock-Ups.”

The Tax Matters Agreement is attached to this proxy statement/prospectus as Annex G.

Transition Services Agreement

In connection with the Separation, CXApp and Inpixon will enter into the Transition Services Agreement pursuant to which Inpixon and its affiliates and CXApp and its affiliates will provide services to each other primarily related to payroll and benefits administration, IT support, finance and accounting services, contract administration and management services, and other administrative support services that may be required on an as needed basis, which services are of the type that CXApp and Inpixon provided to, and received from, each other prior to the Separation. The fees for each of the transition services are set forth in the Transition Services Agreement. The Transition Services Agreement will terminate on the expiration of the term of the last service provided under it, and if no expiration date is provided for any transition service, then such transition service will terminate twelve months after the date of the Transition Services Agreement, provided that the receiving party shall have the right to an extension of each or any transition service for up to six months by providing written notice to providing party in advance of the original termination date for such transition service if, prior to such request for extension, the receiving party has used commercially reasonable efforts to establish analogous capabilities of its own. The parties will also discuss in good faith any subsequent requests to further extend the transition services. In addition, (i) the receiving party may terminate a transition service with prior written notice, with certain exceptions, (ii) either party may terminate the Transition Services Agreement in the event of an uncured material breach by the other party, upon bankruptcy or insolvency of the other party, or (iii) the parties may terminate a transition service or the Transition Service Agreement upon mutual agreement. CXApp does not anticipate that its net costs associated with the Transition Services Agreement will be materially different than the historical costs that have been allocated by Inpixon to CXApp related to these same services.

The Transition Services Agreement is attached to this proxy statement/prospectus as Annex F.

Lock-Ups

KINS Founder Share Lock-Up

The KINS Founder Shares and KINS Private Placement Warrants and any shares of KINS Class A Common Stock issued upon conversion or exercise thereof are subject to transfer restrictions pursuant to

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lock-up provisions in a letter agreement dated December 14, 2020 between the Sponsor and KINS, as amended by the Sponsor Support Agreement, (or a subscription agreement in the case of each of the Direct Anchor Investors). Those lock-up provisions provide that such securities are not transferable or salable (i) in the case of the KINS Founder Shares (or KINS Class A Common Shares issuable upon conversion thereof), until the earlier of (A) the 180th day after the closing of the Merger and (B) (x) the date on which KINS completes a liquidation, merger, stock exchange, reorganization or other similar transaction following the closing of the Merger or (y) the day that the last reported sale price of the KINS Class A Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period following the Closing of the Merger; provided, that 10% of such shares (subject to adjustment) shall not be subject to foregoing lock-up, and (ii) in the case of the private placement warrants, the warrants that may be issued upon conversion of working capital loans and the Class A common stock underlying such warrants, until 30 days after the completion of our initial business combination. The foregoing is subject to certain permitted transfers described in “Proposal No. 1 — The Business Combination Proposal — Related Agreements — Summary of the Ancillary Agreements — Lock-Ups.”

CXApp Common Stock Lock-Up

Pursuant to the Proposed Bylaws, after the consummation of the Merger, the holders of New CXApp Class C Common Stock are restricted from transferring their shares without the prior written consent of the New CXApp Board (subject to the determination of the New CXApp Board in its sole discretion at any time). Such restrictions begin at Closing and end 11:59 pm Eastern Time on the earlier of: (i) the date that is 180 days after the Closing Date; (ii) the date on which the New CXApp completes a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of stockholders of the New CXApp having the right to exchange their common of the New CXApp for cash, securities or other property; or (iii) if the last reported sale price of the New CXApp Class A Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing after the Closing, except that 10% of Sponsor’s and each KINS Founder Shares (or Class A Common Stock issuable upon conversion thereof) outstanding at completion of the initial Business Combination will no longer be subject to these transfer restrictions. See “Description of New CXApp Capital Stock — Class A Common Stock and Class C Common Stock.” The foregoing is subject to certain permitted transfers described in “Proposal No. 1 — The Business Combination Proposal — Related Agreements — Summary of the Ancillary Agreements — Lock-Ups.”

The Sponsor has agreed to substantially similar restrictions with respect to the KINS Class C Common Stock and KINS Private Placement Warrants (as well as the shares of New CXApp Class A Common Stock and New CXApp Warrants, respectively, that such securities are convertible into) held by it pursuant to the Sponsor Support Agreement. Following the expiration of these lock-ups, the Sponsor and the CXApp stockholders will not be restricted from selling the shares of New CXApp Common Stock held by them, other than by applicable securities laws. See “— Sponsor Support Agreement.”

Direct Anchor Investors Lock-Up

Pursuant to the subscription agreements entered in connection with the KINS initial public offering, affiliates of BlackRock, Inc. (the”Direct Anchor Investors") have agreed not to transfer (i) any KINS Founder Shares until the earlier of (A) one year after the Closing and (B) the date following the Closing on which KINS completes a liquidation, merger, stock exchange or other similar transaction that results in all of the KINS stockholders having the right to exchange their common stock for cash, securities or other property or (ii) any KINS Private Placement Warrants (or any shares of common stock issuable upon exercise of the private placement warrants) until 30 days after the Closing. Notwithstanding the foregoing, if subsequent to a business combination, the closing price of the KINS Class A Common Stock equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any twenty (20) trading days within any thirty (30) trading day period commencing at least one hundred and fifty (150) days after the Closing, the KINS Founder Shares shall be released from the lock- up. The Direct Anchor Investors are under no obligation to vote their shares of Acquiror Common Stock in favor of the Business Combination Proposal or any of the other Proposals. According to a Schedule 13G filed with the

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SEC on July 8, 2022, the Direct Anchor Investors have disposed of all 2,000,000 shares of Class A Common Stock held by the Direct Anchor Investors.

Direct Anchor Subscription Agreement

On October 14, 2020, KINS, Sponsor, and the Direct Anchor Investors entered into subscription agreements to purchase founder shares and private placement warrants in connection with the KINS’ initial public offering. The Direct Anchor Investors agreed to purchase an aggregate of 625,000 founders shares for a total purchase price of approximately $2,717, or approximately $0.004 per share. In December 2020, KINS effected a 1:1.2 stock split of its Class B common stock, resulting in the Direct Anchor Investors holding an aggregate of 750,000 founder shares.

Such subscription agreements provide that, if on either (i) the date of the vote by KINS Stockholders to approve a business combination, or (ii) the Business Day immediately prior to the closing of the business combination, the Direct Anchor Investors hold, in the aggregate, fewer than 748,500 shares than, then the Direct Anchor Investors will automatically forfeit up to 70% of their shares, or 525,000 shares after the stock split, to the Company or the Sponsor. In connection with the Company’s extension proposal in June 2022, the Direct Anchor Investors redeemed all of their Class A Common Stock. Accordingly, it is expected that the Direct Anchor Investors will forfeit 525,000 shares to Sponsor.

The Direct Anchor Investors also agreed to purchase an aggregate of 980,393 private placement warrants for a total purchase price of $980,393, or $1 per warrant. After the 1:1.2 stock split, the number of private placement warrants increased to approximately 1,176,471.6. The private placement warrants purchased by the Direct Anchor Investors are not subject to any forfeiture provisions.

Organizational Structure

The diagram below depicts a simplified version of New CXApp’s organizational structure immediately following completion of the Merger and the Separation.

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*

Inpixon securityholders will own 50% of New CXApp Common Stock plus one share.

Ownership of New CXApp following the Merger

It is anticipated that, upon the Closing (depending on the degree to which KINS Public Stockholders exercise their redemption rights), KINS Public Stockholders will own approximately 2.8% of New CXApp Common Stock, the Sponsor, BlockRock and related parties will own approximately 47.2% of New CXApp Common Stock, and the CXApp Stockholders (as of immediately after consummation of the Distribution) will own approximately 50.0% of New CXApp Common Stock (excluding New CXApp shares of Common Stock distribution to Inpixon for its existing interests in KINS). This ownership percentage with respect to New CXApp following the Business Combination does not take into account (i) shares underlying the Warrants outstanding following the Business Combination, or (ii) the issuance of any shares after the Closing of the Business Combination under any incentive plans. If the actual facts are different than these assumptions (which they are likely to be), the percentage ownership retained by KINS existing stockholders in New CXApp will be different.

The ownership table below sets forth the anticipated ownership of New CXApp upon completion of the Business Combination assuming minimum redemptions and maximum redemptions of KINS Common Stock.

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•

Assuming Minimum Redemptions: This scenario assumes that no additional KINS Public Stockholders exercise redemption rights with respect to their Public Shares for a pro rata share of the funds in the Trust Account and that that Sponsor has exchanged its 6,150,000 shares of KINS Class B Common Stock for 5,721,150 shares of KINS Class A Common Stock immediately prior to the consummation of the Merger pursuant to the terms of the Sponsor Support Agreement.

•

Assuming Maximum Redemptions: This scenario assumes that 387,551 shares of KINS Class A Common Stock subject to redemption are redeemed for an aggregate payment of approximately $4.0 million (based on an estimated per share redemption price of $10.10 inclusive of amounts held in the Trust Account and estimated interest income and taxes), and that Sponsor has exchanged its 6,150,000 shares of KINS Class B Common Stock for 6,149,999 shares of KINS Class A Common Stock immediately prior to the consummation of the Merger pursuant to the terms of the Sponsor Support Agreement. The Merger Agreement includes a condition to the Closing, that, at the Closing, the cash proceeds from the trust account, plus any amount raised pursuant to permitted equity financings prior to closing of the Merger in the aggregate equaling no less than $9.5 million.

The following table illustrates varying ownership levels in New CXApp, assuming consummation of the Business Combination and minimum redemptions and maximum redemptions by KINS Public Stockholders:

​	Assuming Minimum Redemptions (Shares)												Assuming Maximum Redemptions (Shares)
​	Class A		%		Class C		%		Total Shares		%		Class A		%		Class C		%		Total Shares		%
CXApp existing Stockholders(1)	​	690,000	​	5.0%	​	6,210,000	​	45.0%	​	6,900,000	​	50.0%	​	690,000	​	5.0%	​	6,210,000	​	45.0%	​	6,900,000	​	50.0%
KINS Public Stockholders(2)(7)	​	387,551	​	2.8%	​	—	​	—%	​	387,551	​	2.8%	​	—	​	—%	​	—	​	—%	​	—	​	—%
Sponsor(3)(6)(7)	​	5,721,150	​	41.5%	​	—	​	—%	​	5,721,150	​	41.5%	​	6,075,000	​	44.1%	​	—	​	—%	​	6,075,000	​	44.0%
Direct Anchor Investors(4)	​	225,000	​	1.6%	​	—	​	—%	​	225,000	​	1.6%	​	225,000	​	1.7%	​	—	​	—%	​	225,000	​	1.6%
Inpixon(5)(6)(7)	​	566,298	​	4.1%	​	—	​	—%	​	566,298	​	4.1%	​	599,999	​	4.3%	​	—	​	—%	​	599,999	​	4.3%
Pro forma Common Stock	​	7,589,999	​	55.0%	​	6,210,000	​	45.0%	​	13,799,999	​	100.0%	​	7,589,999	​	55.1%	​	6,210,000	​	45.0%	​	13,799,999	​	100.0%

(1)

The New CXApp Class A Common Stock and the New CXApp Class C Common Stock will be identical in all respects, except that the New CXApp Class C Common Stock will be subject to transfer restrictions and will automatically convert into New CXApp Class A Common Stock on the earlier to occur of (i) the 180th day following the closing of the Merger and (ii) the day that the last reported sale price of the New CXApp Class A Common Stock equals or exceeds $12.00 per share for any 20 trading days within any 30-trading day period following the closing of the Merger.

(2)

Excludes 13,800,000 shares of New CXApp Class A Common Stock underlying the public warrants.

(3)

Excludes 10,280,000 shares of New CXApp Class A Common Stock underlying the private warrants.

(4)

Includes 225,000 shares of New CX APP Class A Common Stock held by Direct Anchor Investors assuming forfeiture to Sponsor of 525,000 shares of KINS Class B Common Stock prior to closing.

(5)

Includes 518,427 and 600,000 shares of New CXApp Class A Common Stock distributed to Inpixon for its existing interests in KINS under the Minimum Redemptions and Maximum Redemptions scenarios, respectively.

(6)

Pursuant to the Sponsor Support Agreement, the Sponsor and related parties have agreed, subject to the limitation set forth therein, that the total amount of shares of New CXApp Common Stock issued to CXApp Stockholders (as of immediately after consummation of the Distribution) at the Closing will exceed the total amount of shares of New CXApp Common Stock issued to all other parties at the Closing by one share.

(7)

Assumes that 550,539 KINS public shares are redeemed for aggregate redemption payments of approximately $5,573,994, assuming a $10.12 per share redemption price and based on funds in the Trust Account as of January 2023.

KINS Special Meeting

Date, Time and Place of the KINS Special Meeting

The KINS Special Meeting will be held at, Eastern Time,            , 2023, virtually via live webcast at            ,           to consider and vote upon the Transaction Proposals to be put to the KINS

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Special Meeting, including if necessary, the Adjournment Proposal, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the KINS Special Meeting, any of the Condition Precedent Proposals have not been approved.

Voting Power; Record Date

The KINS Stockholders will be entitled to vote or direct votes to be cast at the KINS Special Meeting if they owned KINS Common Stock, at the close of business on,    2023, which is the “KINS Record Date” for the KINS Special Meeting. KINS Stockholders will have one vote for each share of KINS Common Stock owned at the close of business on the KINS Record Date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. KINS Warrants do not have voting rights in the KINS Special Meeting. As of the close of business on the KINS Record Date, there were             shares of KINS Common Stock issued and outstanding, of which             were issued and outstanding were KINS Public Shares.

As of the KINS Record Date, the Sponsor owned and was entitled to vote 6,150,000 shares of KINS Class B Common Stock, representing approximately 84.39% of the KINS Common Stock outstanding on that date. KINS currently expects that the Sponsor will vote its shares in favor of the Transaction Proposals and, pursuant to the Sponsor Support Agreement, the Sponsor has agreed to do so. Accordingly, it is expected that the shares of KINS Common Stock held by Sponsor will be sufficient to establish quorum and to pass all Transaction Proposals. As of the Record Date, CXApp did not beneficially hold any KINS Common Stock.

Quorum and Vote of KINS Stockholders

Pursuant to the Existing Bylaws, a quorum of KINS Stockholders is necessary to hold a valid meeting and a quorum will be present at the KINS Special Meeting if a majority of the issued and outstanding KINS Common Stock entitled to vote as of the KINS Record Date at the KINS Special Meeting is present in person or represented by proxy. Abstentions and broker non-votes will be counted as present for the purpose of determining a quorum. The Sponsor as the holder of the KINS Founder Shares currently owns approximately 84.39% of the issued and outstanding shares of KINS Common Stock and such attendance will count towards this quorum. As of the KINS Record Date for the KINS Special Meeting, 3,643,776 shares of KINS Common Stock would be required to achieve a quorum.

Pursuant to the Existing Charter, approval of each of the Business Combination Proposal, the Nasdaq Proposal, the Incentive Plan Proposal and the Adjournment Proposal (if necessary) requires the affirmative vote of at least a majority of the votes cast by the KINS Stockholders present in person or represented by proxy at the KINS Special Meeting and entitled to vote thereon, assuming a quorum is present. Approval of the Director Election Proposal requires the affirmative vote of at least a plurality of the votes cast by the KINS Stockholders present in person or represented by proxy at the KINS Special Meeting and entitled to vote thereon, assuming a quorum is present. Approval of the Charter Amendment Proposal requires the affirmative vote of (i) holders of a majority of the issued and outstanding shares of KINS Common Stock on the KINS Record Date, voting together as a single class, (ii) holders of a majority of the issued and outstanding shares of KINS Class A Common Stock on the KINS Record Date, voting separately as a class and (iii) holders of a majority of the issued and outstanding shares of KINS Class B Common Stock on the KINS Record Date, voting separately as a class. Approval of each of the Advisory Amendment Proposals requires the affirmative vote of holders of a majority of the issued and outstanding shares of KINS Common Stock on the KINS Record Date entitled to vote thereon at the KINS Special Meeting, voting together as a single class. Accordingly, assuming there is a quorum at the KINS Special Meeting, a KINS Stockholder’s failure to vote present in person or represented by proxy at the KINS Special Meeting, an abstention from voting with regard to the Business Combination Proposal, the Director Election Proposal, the Nasdaq Proposal, the Incentive Plan Proposal and the Adjournment Proposal (if necessary) and a broker non-vote will have no effect on such proposals. An abstention from voting and a broker non-vote will have the same effect as a vote “AGAINST” the Charter Amendment Proposal and the Advisory Amendment Proposals.

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The Merger is conditioned upon the approval of the Condition Precedent Proposals, subject to the terms of the Merger Agreement. The Merger is not conditioned upon the approval of each of the Advisory Amendment Proposals and the Adjournment Proposals. Each of the Condition Precedent Proposals is cross-conditioned on the approval of each other. Each of the Advisory Amendment Proposals and the Adjournment Proposal is not conditioned upon the approval of any other proposal. If the Business Combination Proposal is not approved, the other Transaction Proposals (except the Adjournment Proposal) will not be presented to the KINS Stockholders for a vote.

Redemption Rights

Holders of KINS Public Shares may seek to redeem their shares for cash, regardless of whether they vote for or against or abstain from voting on the Business Combination Proposal. Any stockholder holding KINS Public Shares as of the KINS Record Date who votes in favor of or against the Business Combination Proposal may demand that KINS redeem such shares for a full pro rata portion of the Trust Account, calculated as of two business days prior to the Closing. If a holder properly seeks redemption as described in this section and the Merger is consummated, KINS will redeem these shares out of funds legally available therefor for a pro rata portion of funds deposited in the Trust Account and the holder will no longer own these shares following the Merger. CXApp will not be required to consummate the Merger if the Minimum Cash Condition is not met.

Notwithstanding the foregoing, a holder of KINS Public Shares, together with any affiliate of such holder or any other person with whom such holder is acting in concert or as a “group” ​(as defined in Section 13(d)(3) of the Exchange Act), will be restricted from seeking redemption rights with respect to more than 15% of the KINS Public Shares. Accordingly, all KINS Public Shares in excess of 15% held by a KINS Public Stockholder, together with any affiliate of such holder or any other person with whom such holder is acting in concert or as a “group”, will not be redeemed for cash.

The Sponsor, as holder of the KINS Founder Shares, will not have redemption rights with respect to such shares.

Holders may demand redemption by delivering their stock to KINS’ transfer agent at least two business days prior to the KINS Special Meeting.

Any request to redeem such shares, once made, may be withdrawn at any time up to the vote on the Business Combination Proposal. Furthermore, if a holder of a public share delivered its certificate in connection with an election of its redemption and subsequently decides prior to the applicable date not to elect to exercise such rights, it may simply request that KINS’ transfer agent return the certificate (physically or electronically).

If the Merger is not approved or completed for any reason, then the KINS Public Stockholders who elected to exercise their redemption rights will not be entitled to redeem their shares for a full pro rata portion of the Trust Account, as applicable. In such case, KINS will promptly return any shares delivered by public holders. If KINS would be left with less than $5,000,001 of net tangible assets as a result of the holders of KINS Public Shares properly demanding redemption of their shares for cash, KINS will not be able to consummate the Merger. Additionally, CXApp will not be required to consummate the Merger if the Minimum Cash Condition is not met.

If a holder of KINS Public Shares exercises his, her or its redemption rights, then he, she or it will be exchanging its shares of KINS Class A Common Stock for cash and will no longer own those shares. You will be entitled to receive cash for these shares if you vote for or against or abstain from voting on the Business Combination Proposal and properly demand redemption no later than the close of the vote on the Business Combination Proposal by delivering your stock certificate (either physically or electronically) to KINS’ transfer agent prior to the vote at the KINS Special Meeting, and the Merger is consummated

Appraisal Rights

There are no appraisal rights available to KINS Stockholders in connection with the Merger.

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Proxy Solicitation

Proxies may be solicited by mail, telephone or in person. KINS has engaged Morrow Sodali to assist in the solicitation of proxies.

If a KINS Stockholder grants a proxy, it may still vote in person if it revokes its proxy before the KINS Special Meeting. A KINS Stockholder also may change its vote by submitting a later-dated proxy as described in the section entitled “KINS Special Meeting — Revoking Your Proxy.”

Interests of KINS’ Directors and Executive Officers in the Merger

When you consider the recommendation of the KINS Board in favor of approval of the Transaction Proposals in this proxy statement/prospectus, you should keep in mind that the Sponsor and KINS’ directors and executive officers have interests in the Merger that may be different from, or in addition to, those of the KINS Stockholders and warrant holders generally. The KINS Board was aware of and considered these interests, among other matters, in approving the terms of the Merger and in recommending to the KINS Stockholders that they vote to approve the Merger. See the section entitled “Proposal No. 1 — The Business Combination Proposal — Interests of KINS’ Directors and Officers in the Merger” for a discussion of these considerations.

When you consider the recommendation of the KINS Board in favor of approval of the Business Combination Proposal, you should keep in mind that the initial stockholders, including KINS’ directors and executive officers, have interests in such proposal that are different from, or in addition to, those of KINS’ Public Stockholders generally. These interests include, among other things, the interests listed below:

•

Unless extended by KINS Stockholders, if the Merger or another business combination is not consummated by the Liquidation Date, KINS will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding KINS Public Shares for cash and, subject to the approval of its remaining stockholders and the KINS Board, dissolving and liquidating. In such event, the 6,900,000 KINS Founder Shares, including the 6,150,000 KINS Founder Shares held by the Sponsor, which were acquired for an aggregate purchase price of $25,000 prior to the KINS Initial Public Offering, would be worthless because the holders are not entitled to participate in any redemption or distribution with respect to the KINS Founder Shares. The KINS Founder Shares had an aggregate market value of $       based upon the closing price of $    per share on Nasdaq on,    2023, the KINS Record Date, of the KINS Class A Common Stock.

•

The Sponsor and the BlackRock Investors purchased an aggregate of 10,280,000 KINS Private Placement Warrants from KINS for an aggregate purchase price of $10,280,000 (or $1.00 per warrant). These purchases took place on a private placement basis simultaneously with the consummation of the KINS Initial Public Offering. A portion of the proceeds KINS received from these purchases were placed in the Trust Account. Such KINS Private Placement Warrants had an aggregate market value of $       based upon the closing price of $    per warrant on Nasdaq on,    2023, the KINS Record Date. The KINS Private Placement Warrants will become worthless if KINS does not consummate a business combination by Liquidation Date. See “Proposal No. 1 — The Business Combination Proposal — Related Agreements — Summary of the Ancillary Agreements — Sponsor Support Agreement” for more information.

•

Pursuant to an indemnification agreement, the Sponsor has agreed to indemnify KINS to ensure that the proceeds in the Trust Account are not reduced below $10.10 per KINS Public Share, or such lesser per KINS Public Share amount as is in the Trust Account on the Liquidation Date, or such earlier date of liquidation of KINS, if and to the extent any claims by a vendor for services rendered or products sold to KINS, or a prospective target business with which KINS has discussed entering into a definitive agreement, reduce the amount of funds in the Trust Account, but only if such a vendor or target business has not executed a waiver of any and all rights to seek access to the Trust Account.

•

KINS’ officers and directors, and their affiliates are entitled to reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on KINS’ behalf, such as identifying and investigating possible business targets and business combinations. However, if KINS fails to consummate a business combination within the required period, they will not have any claim

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against the Trust Account for reimbursement. Accordingly, KINS may not be able to reimburse these expenses if the merger or another business combination are not completed by the Liquidation Date.

•

The Sponsor entered into the Sponsor Support Agreement whereby the Sponsor agreed to, among other things, vote to adopt and approve the Merger Agreement and all other documents and transactions contemplated thereby, in each case, subject to the terms and conditions of the Sponsor Support Agreement. See “Proposal No. 1 — The Business Combination Proposal — Related Agreements — Summary of the Ancillary Agreements — Sponsor Support Agreement” for more information.

•

Certain of KINS’ existing directors and officers, including Khurram P. Sheikh, Camillo Martino and Di-Ann Eisnor will continue to serve in various capacities on the board of directors or management of New CXApp after the Merger. See “Management of New CXApp Following the Merger” for more information.

•

KINS’ existing directors and officers will be eligible for continued indemnification and continued coverage under KINS’ directors’ and officers’ liability insurance after the Merger and pursuant to the Merger Agreement.

The Sponsor has agreed to vote all the founder shares and any other public shares purchased during or after KINS’ initial public offering in favor of the Business Combination, regardless of how the KINS Public Stockholders vote. Unlike some other blank check companies in which the initial stockholders agree to vote their shares in accordance with the majority of the votes cast by the KINS Public Stockholders in connection with an initial business combination, the Sponsor and each director of KINS have agreed to, among other things, vote in favor of the Condition Precedent Proposals. As of the date of this proxy statement/​prospectus, the Sponsor currently owns 84.39% of the issued and outstanding KINS Common Stock and is expected to receive an additional 525,000 shares from the BlackRock Investors pursuant to the subscription agreements among KINS, Sponsor and the BlackRock Investors entered into in connection with the KINS initial public offering. See “— Related Agreements — Sponsor Support Agreement” for more information.

In the event that the Sponsor or KINS’ directors, officers, advisors or their affiliates purchase shares in privately negotiated transactions from KINS Public Stockholders who have already elected to exercise their redemption rights, such selling stockholders would be required to revoke their prior elections to redeem their shares.

Subject to applicable securities laws (including with respect to material nonpublic information), the Sponsor, CXAPP or our or their respective directors, officers, advisors or respective affiliates may (i) purchase public shares from institutional and other investors (including those who vote, or indicate an intention to vote, against any of the Condition Precedent Proposals, or elect to redeem, or indicate an intention to redeem, public shares), (ii) enter into transactions with such investors and others to provide them with incentives not redeem their public shares, or (iii) execute agreements to purchase such public shares from such investors or enter into non-redemption agreements in the future. In the event that the Sponsor, CXApp or our or their respective directors, officers, advisors or respective affiliates purchase public shares in situations in which the tender offer rules restrictions on purchases would apply, they (a) would purchase the public shares at a price no higher than the price offered through the KINS redemption process (i.e., approximately $10.16 per share based on trust account figures as of September 30, 2022); (b) would represent in writing that such public shares will not be voted in favor of approving the Business Combination; and (c) would waive in writing any redemption rights with respect to the public shares so purchased.

To the extent any such purchases are made by the Sponsor, CXApp or our or their respective directors, officers, advisors or respective affiliates in situations in which the tender offer rules and restrictions on purchases apply, KINS will disclose in a Current Report on Form 8-K prior to the KINS stockholder meeting the following: (i) the number of KINS Public Shares purchased outside of the redemption offer, along with the purchase price(s) for such public shares; (ii) the purpose of any such purchases; (iii) the impact, if any, of the purchases on the likelihood that the Business Combination Proposal will be approved; (iv) the identities of the KINS securityholders who sold to the Sponsor, CXApp or our or their respective directors, officers, advisors or respective affiliates (if not purchased on the open market) or the nature of the

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securityholders (e.g., 5% securityholders) who sold such public shares; and (v) the number of ordinary shares for which KINS has received redemption requests pursuant to its redemption offer.

The purpose of such share purchases and other transactions would be to increase the likelihood of (x) satisfaction of the Minimum Cash Condition, (y) otherwise limiting the number of public shares electing to redeem and (z) KINS’ net tangible assets (as determined in accordance with Rule 3a51(g)(1) of the Exchange Act) being at least $5,000,001. A purchase of warrants by the Sponsor, CXApp or our or their respective directors, officers, advisors or respective affiliates may have the effect of increasing share ownership of New CXApp on a fully diluted basis.

In addition, if such purchases are made, the public “float” of KINS Class A Common Stock may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange.

The Sponsor and KINS’ officers, directors and/or their affiliates anticipate that they may identify the stockholders with whom the Sponsor or KINS’ officers, directors or their affiliates may pursue privately negotiated purchases by either the stockholders contacting us directly or by our receipt of redemption requests submitted by stockholders (in the case of Class A Ordinary Shares) following our mailing of proxy materials in connection with the Business Combination. To the extent that the Sponsor or KINS’ officers, directors, advisors or their affiliates enter into a private purchase, they would identify and contact only potential selling stockholders who have expressed their election to redeem their shares for a pro rata share of the trust account or vote against the Business Combination but only if such shares have not already been voted at the KINS stockholder meeting. The Sponsor and KINS’ officers, directors, advisors or their affiliates will only purchase shares if such purchases comply with Regulation M under the Exchange Act and the other federal securities laws.

Any purchases by the Sponsor or KINS’ officers, directors and/or their affiliates who are affiliated purchasers under Rule 10b-18 under the Exchange Act will only be made to the extent such purchases are able to be made in compliance with Rule 10b-18, which is a safe harbor from liability for manipulation under Section 9(a)(2) and Rule 10b-5 of the Exchange Act. Rule 10b-18 has certain technical requirements that must be complied with in order for the safe harbor to be available to the purchaser. The Sponsor and KINS’ officers, directors and/or their affiliates will not make purchases of KINS Class A Common Stock if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act.

Additionally, KINS has entered into registration rights agreement with the holders of the founder shares and KINS Private Placement Warrants. These holders have certain “piggy-back” registration rights to include their securities in other registration statements filed subsequent to our completion of the Merger and rights to require us to register for resale such securities pursuant to Rule 415 under the Securities Act. KINS will bear the expenses incurred in connection with the filing of any such registration statements.

KINS has also entered into a certain subscription rights agreement with the holder of the founder shares and KINS Private Placement Warrants, including the BlackRock Investors, which provides that such holders will automatically surrender to KINS and have KINS issue an equivalent number of new shares to the Sponsor for no consideration, and have no further right, title or interest in, a pro rata number of its founder shares, provided that the holder shall not be obligated to surrender to KINS any founder shares to the extent that the remaining number of founder shares held by the holder would be less than 30% of the founders shares held by the holder immediately prior to the determination date (which is on the date of the vote by the KINS Stockholders to approve the Merger or the business day immediately prior to the closing of the Merger).

The existence of financial and personal interests of one or more of KINS’ directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of KINS and its stockholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that stockholders vote for the proposals. In addition, KINS’ officers have interests in the Business Combination that may conflict with your interests as a stockholders. See the section entitled “Proposal No. 1 — The Business Combination Proposal — Interests of KINS’ Directors and Officers in the Merger” for a further discussion of these considerations.

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Interests of CXApp’s Directors and Executive Officers in the Merger

Effective as of the closing of the Merger, Design Reactor, which will be a wholly owned subsidiary of New CXApp, will enter into a consulting agreement with Nadir Ali, the current Chief Executive Officer and director of Inpixon, pursuant to which Mr. Ali will provide advisory services in exchange for $180,000 in consulting fees.

Inpixon and certain of its related parties (including Nadir Ali) are members of Cardinal Venture Holdings LLC, a Delaware limited liabilities company (“CVH”), which owns certain interests in the Sponsor. Inpixon and its related parties will be entitled to an aggregate of 1,349,999 shares of KINS Class A Common Stock and 2,800,000 KINS Private Placement Warrants in connection with a distribution by the Sponsor on account of their indirect ownership of membership interests of CVH on a combined basis as more specifically described below.

Mr. Ali is Chief Executive Officer and a director of Inpixon and a controlling member of 3AM, LLC (“3AM”). 3AM may, in certain circumstances, be entitled to manage the affairs of CVH. Mr. Ali’s relationship may create, or appear to create, conflicts of interest between Mr. Ali’s obligations to New CXApp and its stockholders and his economic interests and possible fiduciary obligations in CVH through 3AM. For example, Mr. Ali may be in a position to influence or manage the affairs of CVH in a manner that may be viewed as contrary to the best interests of either New CXApp or CVH and their respective stakeholders.

In September 2020, Inpixon contributed $1,800,000 to CVH and acquired 599,999 Class A Units of CVH and up to 1,800,000 Class B Units of CVH. In December 2020, Inpixon contributed an additional $700,000 for an additional 700,000 Class B Units of CVH. Inpixon’s contribution to CVH was used by CVH to fund the Sponsor’s purchase of securities in KINS.

The limited liability agreement of CVH provides that each Class A Unit and each Class B Unit represents the right of the holder to receive any distributions made by the Sponsor on account of the Class A Interests and Class B Interests, respectively, of the Sponsor. In connection with a distribution of KINS securities by the Sponsor, 3AM is entitled to acquire 750,000 KINS Class A Common Stock and 300,000 KINS Private Placement Warrants and Inpixon is entitled to acquire approximately 599,999 shares of KINS Class A Common Stock and 2,500,000 KINS Private Placement Warrants, each on account of the membership interests owned in CVH.

On July 1, 2022, Inpixon loaned $150,000 to CVH. The loan bears no interest and is due and payable in full on the earlier of: (i) the date by which KINS has to complete a Business Combination, and (ii) immediately prior to the date of consummation of the Business Combination of KINS, unless accelerated upon the occurrence of an event of default.

In addition, Leon Papkoff, Inpixon’s Executive Vice President of Experience Apps since April 2021, is expected to serve as New CXApp’s Chief Product Officer after the Merger.

Recommendation of the KINS Board to the KINS Stockholders

The KINS Board has unanimously determined that the Business Combination Proposal is in the best interests of KINS and KINS Stockholders, has unanimously approved the Business Combination Proposal, and unanimously recommends that KINS Stockholders vote “FOR” the Business Combination Proposal, “FOR” the Charter Amendment Proposal, “FOR” each of the proposals under the Advisory Amendment Proposal, “FOR” the Director Election Proposal, “FOR” the Nasdaq Proposal, “FOR” the Incentive Plan Proposal and “FOR” the Adjournment Proposal, in each case, if presented at the KINS Special Meeting.

Listing

The KINS Units, KINS Class A Common Stock and KINS Public Warrants are currently listed on Nasdaq under the symbols “KINZU,” “KINZ” and “KINZW,” respectively. Following the Merger, CXApp Class A Common Stock (including KINS Class A Common Stock issuable in the Merger) and New KINS Public Warrants will be listed on Nasdaq under the symbols “CXAI” and “CXAIW.” New CXApp will not have units traded following the closing of the Merger.

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Sources and Uses of Funds for the Business Combination

The following tables summarize the sources and uses for funding the Business Combination (i) assuming that no additional shares of KINS’ outstanding Class A Common Stock are redeemed in connection with the Business Combination and (ii) assuming that the maximum number of KINS’ outstanding shares of Class A Common Stock are redeemed in connection with the Business Combination. For an illustration of the number of shares and percentage interests outstanding under each scenario see the section entitled Unaudited Pro Forma Condensed Combined Financial Information.

Minimum Redemption

Sources of Funds (in millions)			Uses (in millions)
Cash and investments held in Trust Account(1)	$	4.0	New CXApp Common Stock issued to CXApp Stockholders(3)	$	69.0
CXApp Contribution(2)	​	10.0	Transaction costs(4)	​	6.1
New CXApp Common Stock issued to CXApp Stockholders(3)	​	69.0	Cash to New CXApp Balance Sheet	​	7.9
Total Sources	$	83.0	Total Uses	$	83.0

(1)

As of September 30, 2022.

(2)

Represents the Inpixon contribution to CXApp in connection with the Separation and Distribution Agreement.

(3)

Shares issued to CXApp Stockholders are at a deemed value of $10.00 per share. Assumes 69,000,000 shares of New CXApp Common Stock issued. See the section entitled “Unaudited Pro Forma Condensed Combined Financial Information” for more details.

(4)

Represents an estimated amount, inclusive of fees related to the Business Combination and related transactions.

Maximum Redemption

Sources of Funds (in millions)			Uses (in millions)
Cash and investments held in Trust Account(1)	$	—	New CXApp Common Stock issued to CXApp Stockholders(3)	$	69.0
CXApp Contribution(2)	​	10.0	Transaction costs(4)	​	6.1
New CXApp Common Stock issued to CXApp Stockholders(3)	​	69.0	Cash to New CXApp Balance Sheet	​	3.9
Total Sources	$	79.0	Total Uses	$	79.0

(1)

As of September 30, 2022. Assumes redemption of 387,551 shares of KINS Class A Common Stock at an estimated $10.10 per share. Assumes waiver of the Minimum Cash Condition as a condition to Closing.

(2)

Represents the Inpixon contribution to CXApp in connection with the Separation and Distribution Agreement.

(3)

Shares issued to CXApp Stockholders are at a deemed value of $10.00 per share. Assumes 69,000,000 shares of New CXApp Common Stock issued. See the section entitled “Unaudited Pro Forma Condensed Combined Financial Information” for more details.

(4)

Represents an estimated amount, inclusive of fees related to the Business Combination and related transactions.

Expected Accounting Treatment of the Merger

The Business Combination is anticipated to be accounted for as a reverse recapitalization, with no goodwill or other intangible assets recorded, in accordance with GAAP. Under this method of accounting,

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KINS is treated as the “acquired” company for financial reporting purposes. CXApp has been determined to be the accounting acquirer because CXApp, as a group, will retain a majority of the outstanding shares of New CXApp as of the closing of the Business Combination, CXApp’s management will comprise the majority of New CXApp, CXApp represents a significant majority of the assets of New CXApp, and CXApp’s business will comprise the ongoing operations of New CXApp.

United States Federal Income Tax Considerations

For a discussion summarizing the U.S. federal income tax considerations of the Distribution, the Merger and the exercise of redemption rights, see “United States Federal Income Tax Considerations.”

Comparison of Corporate Governance and Stockholders’ Rights

Following the consummation of the Merger, the rights of KINS Common Stock who become holders of New CXApp Common Stock in the Merger will no longer be governed by KINS’ existing Governing Documents and instead will be governed by the Proposed Charter and the Proposed Bylaws. See “Comparison of Corporate Governance and Stockholders’ Rights” for more information.

Summary of Risk Factors

In addition to the other information contained in this proxy statement/prospectus, the following risks have the potential to impact the business and operations of New CXApp, CXApp and KINS. An investment in our securities involves a high degree of risk. You should consider carefully all of the risks described in this proxy statement/prospectus, together with the other information contained in this proxy statement/​prospectus. These risk factors are not exhaustive and all investors are encouraged to perform their own investigation with respect to the business, financial condition and prospects of New CXApp, CXApp, KINS and the Merger. The occurrence of any of the following risks or additional risks and uncertainties not presently known to us or that we currently believe are immaterial could have a material adverse effect on our business, financial condition, results of operations and future growth prospects. In that event, the trading price of our securities could decline, and you could lose all or part of your investment. Such risks include, but are not limited to, the following (See “Risk Factors”). Unless the context otherwise requires, all references in this subsection to the “Company,” “we,” “us,” or “our” refer to the business of CXApp and its subsidiaries prior to the consummation of the Merger, and New CXApp and its subsidiaries, including CXApp, following the consummation of the Merger.

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We have a history of operating losses and there is no assurance that we will ever be able to earn sufficient revenue to achieve profitability or raise additional financing to successfully operate our business plan.

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We rely on a limited number of key customers, the importance of which may vary dramatically from year to year, and a loss of one or more of these key customers may adversely affect our operating results.

•

We may need additional cash financing and any failure to obtain cash financing, could limit our ability to grow our business and develop or enhance our service offerings to respond to market demand or competitive challenges.

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Our competitiveness depends significantly on our ability to keep pace with the rapid changes in our industry. Failure by us to anticipate and meet our customers’ technological needs could adversely affect our competitiveness and growth prospects.

•

KINS has identified a material weakness in its internal control over financial reporting. If KINS is unable to develop and maintain an effective system of internal control over financial reporting, it may not be able to accurately report its financial results in a timely manner, which may adversely affect investor confidence in KINS and materially and adversely affect its business and operating results.

•

Because the market price of shares of KINS Class A Common Stock will fluctuate, the CXApp equityholders cannot be sure of the value of the Merger consideration they will receive.

•

If the Merger is consummated, KINS Stockholders will experience dilution.

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•

The Sponsor, its investors and its and their affiliates (which include members of the KINS Board and management) may receive a positive return on the 6,150,000 KINS Founder Shares owned by the Sponsor and 750,000 shares owned by the BlackRock Investors even if the KINS Public Stockholders experience a negative return on their investment after consummation of the Merger.

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The consummation of the Merger is subject to a number of conditions and if those conditions are not satisfied or waived, the Merger Agreement may be terminated in accordance with its terms and the Merger may not be completed.

•

Since the Sponsor and KINS’ directors and executive officers have interests that are different, or in addition to (and which may conflict with), the interests of KINS Stockholders, a conflict of interest may have existed in determining whether the Merger with CXApp is appropriate as our initial business combination. Such interests include that Sponsor will lose its entire investment in us if our business combination is not completed.

•

The historical financial results of CXApp and unaudited pro forma combined financial information included in this proxy statement/prospectus is preliminary and the actual financial condition and results of operations after the Merger may differ materially.

•

Because CXApp is not conducting an underwritten offering of its securities, no underwriter has conducted a due diligence review of CXApp’s business, operations or financial condition or reviewed the disclosure in this proxy statement/prospectus.

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Subsequent to the consummation of the Merger and the other transactions contemplated by the Merger Agreement, New CXApp may be required to take write-downs or write-offs, or the combined company may be subject to restructuring, impairment or other charges that could have a significant negative effect on New CXApp’s financial condition, results of operations and the price of New CXApp Common Stock, which could cause you to lose some or all of your investment.

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If third parties bring claims against KINS, the proceeds held in the Trust Account could be reduced and the per share redemption amount received by stockholders may be less than $10.10 per share (which was the offering price per KINS Unit in the KINS Initial Public Offering).

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The market price of New CXApp Common Stock may be volatile and fluctuate substantially, which could cause the value of your investment to decline.

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The requirements of being a public company, including compliance with the reporting requirements of the Exchange Act and the Nasdaq, require significant resources, increase our costs and distract our management, and we may be unable to comply with these requirements in a timely or cost-effective manner. New CXApp will incur increased costs as a result of operating as a public company, and our management will devote substantial time to new compliance initiatives.

•

The Merger Agreement includes a Minimum Cash Condition as a Condition to the consummation of the Merger, which may make it more difficult for KINS to complete the Business Combination as contemplated and may delay the time period for liquidation in order for public stockholders to redeem shares.

•

There is no guarantee that a KINS Public Stockholder’s decision whether to redeem their shares for a pro rata portion of the Trust Account will put such stockholder in a better future economic position.

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We may be subject to the Excise Tax included in the Inflation Reduction Act of 2022 in connection with redemptions of our common stock after December 31, 2022.

•

If we are not able to complete the Merger with CXApp in the prescribed timeframe nor able to complete another business combination by such date, we would cease all operations except for the purpose of winding up and we would redeem our shares of KINS Class A Common Stock and liquidate, in which case the KINS Public Stockholders may only receive $10.10 per share, or less than such amount in certain circumstances, and the KINS Warrants will expire worthless.

•

If we have not completed an initial business combination within 24 months from the closing of the KINS Initial Public Offering, the KINS Public Stockholders may be forced to wait beyond such 24 months before redemption from our trust account.

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•

As a result of the Separation, we will lose Inpixon’s brand, reputation, capital base and other resources, and may experience difficulty operating as a standalone company.

•

Our historical combined financial data and pro forma financial statements are not necessarily representative of the results we would have achieved as a standalone company and may not be a reliable indicator of our future results.

•

If the Distribution, together with certain related transactions, fails to qualify as a reorganization under Sections 355 and 368(a)(1)(D) of the Code, or the Merger fails to qualify as a reorganization under Section 368(a) of the Code, Inpixon and its stockholders could incur significant tax liabilities, and KINS and CXApp could be required to indemnify Inpixon for taxes that could be material, pursuant to indemnification obligations under the Tax Matters Agreement. If Inpixon is unable to pay the tax liabilities it owes to the IRS, it is possible that the IRS could pursue CXApp for such unpaid taxes.

Emerging Growth Company

KINS is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act. As such, KINS is eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile.

In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. KINS intends to take advantage of the benefits of this extended transition period.

KINS will remain an emerging growth company until the earlier of: (1) the last day of the fiscal year (a) following the fifth anniversary of the closing of the KINS Initial Public Offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common equity that is held by non-affiliates exceeds $700 million as of the end of the prior fiscal year’s second fiscal quarter; and (2) the date on which we have issued more than $1.00 billion in non-convertible debt securities during the prior three-year period. References herein to “emerging growth company” have the meaning associated with it in the JOBS Act.

Regulatory Matters

None of KINS or CXApp are aware of any material regulatory approvals or actions that are required for completion of the Merger. It is presently contemplated that if any such additional regulatory approvals or actions are required, those approvals or actions will be sought. There can be no assurance, however, that any additional approvals or actions will be obtained.

Smaller Reporting Company

KINS is a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. KINS will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of its common equity held by non-affiliates exceeds $700 million as of the prior September 30th or (2) the market value of its common equity exceeds $250 million and its annual revenues exceeds $100 million during such fiscal year.

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Selected Historical Financial Information of the Enterprise Apps Business

CXApp is providing the following summary historical financial information for Design Reactor and subsidiaries, which is the summary historical financial information for the Enterprise Apps Business, to assist you in your analysis of the financial aspects of the Business Combination

The statements of operations data of Design Reactor and subsidiaries for the nine months ended September 30, 2022 and the year ended December 31, 2021, and the balance sheet data as of September 30, 2022, are derived from the financial statements of Design Reactor and subsidiaries included elsewhere in this proxy statement/prospectus.

This information is only a summary and should be read in conjunction with the financial statements of Design Reactor and subsidiaries and related notes and the sections entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Design Reactor and subsidiaries” included elsewhere in this proxy statement/prospectus. The historical results included below and elsewhere in this proxy statement are not indicative of the future performance of Design Reactor and subsidiaries.

​	September 30, 2022
​	(in thousands)
Balance Sheet Data:	​	​	​
Cash and cash equivalents	​	$	6,019
Total current assets	​	$	9,603
Total assets	​	$	31,353
Total current liabilities	​	$	9,044
Total liabilities	​	$	9,576
Total parent’s net equity	​	$	21,777

​	For the Nine Months Ended September 30, 2022			For the Year Ended December 31, 2021
​	(in thousands)			(in thousands)
Statement of Operations Data:	​	​	​	​
Revenues	​	$	6,473	​	$	6,368
Cost of revenues	​	​	1,628	​	​	1,646
Gross profit	​	​	4,845	​	​	4,722
Operating expenses:	​	​	​	​	​	​
Research and development	​	​	6,929	​	​	6,704
Sales and marketing	​	​	3,872	​	​	4,863
General and administrative	​	​	7,503	​	​	22,168
Acquisition-related costs	​	​	16	​	​	628
Impairment of goodwill	​	​	5,540	​	​	11,896
Amortization of intangibles	​	​	2,919	​	​	3,047
Total operating expenses	​	​	26,779	​	​	49,306
Loss from operations	​	​	(21,934)	​	​	(44,584)
Total other (expense) income	​	​	(1,638)	​	​	82
Income tax (expense) benefit	​	​	(62)	​	​	2,527
Net loss	​	$	(23,634)	​	$	(41,975)

SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following summary unaudited pro forma condensed combined financial data (the “Summary Pro Forma Information”) gives effect to the Business Combination and related transactions. The Business

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Combination is anticipated to be accounted for as a reverse recapitalization, with no goodwill or other intangible assets recorded, in accordance with GAAP. Under this method of accounting, KINS is treated as the “acquired” company for financial reporting purposes. CXApp has been determined to be the accounting acquirer because CXApp, as a group, will retain a majority of the outstanding shares of New CXApp as of the closing of the Business Combination, CXApp’s management will comprise the majority of New CXApp, CXApp represents a significant majority of the assets of New CXApp, and CXApp’s business will comprise the ongoing operations of New CXApp. There will be no accounting effect or change in the carrying amount of the assets and liabilities as a result of the Business Combination. The summary unaudited pro forma condensed combined balance sheet as of September 30, 2022 gives effect to the Business Combination as if it had occurred on September 30, 2022. The summary unaudited pro forma condensed combined statements of operations for the nine months ended September 30, 2022 and the year ended December 31, 2021 gives effect to the Business Combination as if they had occurred on January 1, 2021.

The Summary Pro Forma Information has been derived from, and should be read in conjunction with, the more detailed unaudited pro forma condensed combined financial information included in the section titled “Unaudited Pro Forma Condensed Combined Financial Information” in this proxy statement/prospectus and the accompanying notes thereto. The unaudited pro forma condensed combined financial information is based upon, and should be read in conjunction with, the historical financial statements and related notes of KINS and CXApp for the applicable periods included elsewhere in this proxy statement/prospectus. The Summary Pro Forma Information has been presented for informational purposes only and is not necessarily indicative of what New CXApp’s financial position or results of operations actually would have been had the Business Combination been completed as of the dates indicated. In addition, the Summary Pro Forma Information does not purport to project the future financial position or operating results of New CXApp following the reverse recapitalization.

The unaudited pro forma condensed combined financial information has been prepared using the assumptions below with respect to the potential redemption into cash of shares of KINS Common Stock:

•

Assuming Minimum Redemptions:   This scenario assumes that no additional KINS Public Stockholders exercise redemption rights with respect to their Public Shares for a pro rata share of the funds in the Trust Account and that that Sponsor has exchanged its 6,150,000 shares of KINS Class B Common Stock for 5,721,150 shares of KINS Class A Common Stock immediately prior to the consummation of the Merger pursuant to the terms of the Sponsor Support Agreement.

•

Assuming Maximum Redemptions:   This scenario assumes that 387,551 shares of KINS Class A Common Stock subject to redemption are redeemed for an aggregate payment of approximately $4.0 million (based on an estimated per share redemption price of $10.10 inclusive of amounts held in the Trust Account and estimated interest income and taxes) and that Sponsor has exchanged its 6,150,000 shares of KINS Class B Common Stock for 6,149,999 shares of KINS Class A Common Stock immediately prior to the consummation of the Merger pursuant to the terms of the Sponsor Support Agreement. The Merger Agreement includes a condition to the Closing, that, at the Closing, the cash proceeds from the trust account, plus any amount raised pursuant to permitted equity financings prior to closing of the Merger in the aggregate equaling no less than $9.5 million.

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​	Pro Forma Combined
​	Assuming Minimum Redemptions			Assuming Maximum Redemptions
Summary Unaudited Pro Forma Condensed Combined Statement of Operations Data
For the Nine Months Ended September 30, 2022	​	​	​	​	​	​
Net income	​	$	(5,778)	​	$	(5,778)
Basic and diluted net income per share – Class A Common Stock	​	$	(0.42)	​	$	(0.42)
Weighted average shares outstanding – Class A Common Stock	​	​	7,589,999	​	​	7,589,999
Basic and diluted net income per share – Class C Common Stock	​	$	(0.42)	​	$	(0.42)
Weighted average shares outstanding – Class C Common Stock	​	​	6,210,000	​	​	6,210,000
Summary Unaudited Pro Forma Condensed Combined Statement of Operations Data
For the Year Ended December 31, 2021	​	​	​	​	​	​
Net loss	​	$	(36,934)	​	$	(36,934)
Basic and diluted net loss per share – Class A Common Stock	​	$	(2.68)	​	$	(2.68)
Weighted average shares outstanding – Class A Common Stock	​	​	7,589,999	​	​	7,589,999
Basic and diluted net loss per share – Class C Common Stock	​	$	(2.68)	​	$	(2.68)
Weighted average shares outstanding – Class C Common Stock	​	​	6,210,000	​	​	6,210,000
Summary Unaudited Pro Forma Condensed Combined Balance Sheet Data As of September 30, 2022	​	​	​	​	​	​
Total assets	​	$	33,556	​	$	29,540
Total liabilities	​	$	8,964	​	$	8,964
Total stockholders’ equity	​	$	24,592	​	$	20,576

Market Price and Dividend Information

KINS

The KINS Units, KINS Class A Common Stock and KINS Public Warrants are currently listed on Nasdaq under the symbols “KINZU,” “KINZ” and “KINZW” respectively.

The closing price of the KINS Units, KINS Class A Common Stock and KINS Public Warrants on September 23, 2022 the last trading day before announcement of the execution of the Merger Agreement, was $10.22, $9.99 and $0.05, respectively. As of the KINS Record Date, the most recent closing price of the KINS Units, KINS Class A Common Stock and KINS Public Warrants was $      , $      and $      , respectively.

Holders of the KINS Units, KINS Class A Common Stock and KINS Public Warrants should obtain current market quotations for their securities. The market price of KINS’ securities could vary at any time before the Merger.

Holders

As of         , 2023, there were      holders of record of the KINS Units,      holders of record of the separately traded KINS Class A Common Stock and      holders of record of the separately traded KINS Public Warrants.

Dividend Policy

KINS has not paid any cash dividends on KINS Common Stock to date and does not intend to pay cash dividends prior to the consummation of the Merger. The payment of cash dividends in the future will be dependent upon New CXApp’s revenues and earnings, if any, capital requirements and general financial condition subsequent to consummation of the Merger as well as contractual restrictions in the instruments

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governing our indebtedness. The payment of any cash dividends subsequent to the Merger will be within the discretion of the New CXApp Board at such time.

CXApp

Historical market price information for CXApp Capital Stock is not provided because there is no public market for any CXApp Capital Stock. For information regarding CXApp’s liquidity and capital resources, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Design Reactor, Inc. and Subsidiaries — Liquidity and Capital Resources”.

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RISK FACTORS

In addition to the other information contained in this proxy statement/prospectus, the following risks have the potential to impact the business and operations of CXApp, KINS and New CXApp. These risk factors are not exhaustive and all investors are encouraged to perform their own investigation with respect to the business, financial condition and prospects of CXApp, KINS, New CXApp and the Merger. The occurrence of any of the following risks or additional risks and uncertainties not presently known to us or that we currently believe are immaterial could have a material adverse effect on our business, financial condition, results of operations and future growth prospects.

Risks Related to the Business of CXApp

You should carefully consider the risks and uncertainties described below, together with the information included elsewhere in this proxy statement/prospectus. The risks and uncertainties described below are those that we have identified as material but are not the only risks and uncertainties facing us. Our business is also subject to general risks and uncertainties that affect many other companies, such as market conditions, economic conditions, geopolitical events, changes in laws, regulations or accounting rules, fluctuations in interest rates, terrorism, wars or conflicts, major health concerns, natural disasters or other disruptions of expected business conditions. Additional risks and uncertainties not currently known to us or that we currently believe are immaterial also may impair our business, including our results of operations, liquidity and financial condition.

Unless the context otherwise requires, all references in this subsection to the “Company,” “we,” “us” or “our” refer to CXApp prior to the consummation of the Merger.

We have a history of operating losses and there is no assurance that we will ever be able to earn sufficient revenue to achieve profitability or raise additional financing to successfully operate our business plan.

We have a history of operating losses and may not earn sufficient revenue to support our operations. We have incurred recurring net losses of approximately $41.9 million and $12.9 million for the fiscal years ended 2021 and 2020, respectively, and net losses of approximately $23.6 million and $16.5 million for the six months ended September  30, 2022 and 2021, respectively. Our continuation is dependent upon attaining and maintaining profitable operations and raising additional capital as needed, but there can be no assurance that we will be able to raise any further financing.

Our ability to generate positive cash flow from operations is dependent upon sustaining certain cost reductions and generating sufficient revenues. Our operations have primarily been funded by our previous parent company with proceeds from public and private offerings of capital stock and secured and unsecured debt instruments. Based on our current business plan, we may need additional capital to support our operations, which may be satisfied with additional debt or equity financings. Future financings through equity offerings by us will be dilutive to existing stockholders. In addition, the terms of securities we may issue in future capital transactions may be more favorable to new investors than our current investors. Newly issued securities may include preferences, superior voting rights, and the issuance of warrants or other derivative securities. We may also issue incentive awards under our equity incentive plans, which may have additional dilutive effects. We may also be required to recognize non-cash expenses in connection with certain securities we may issue in the future such as convertible notes and warrants, which would adversely impact our financial condition and results of operations. Our ability to obtain needed financing may be impaired by factors, including the condition of the economy and capital markets, both generally and specifically in our industry, and the fact that we are not profitable, which could affect the availability or cost of future financing. If the amount of capital we are able to raise from financing activities, together with our revenues from operations, is not sufficient to satisfy our capital needs, we may need to reduce our operations by, for example, selling certain assets or business segments.

Failure to manage or protect growth may be detrimental to our business because our infrastructure may not be adequate for expansion.

Our corporate strategy contemplates potential future acquisitions and to the extent we acquire other businesses, we will also need to integrate and assimilate new operations, technologies and personnel. The integration of new personnel will continue to result in some disruption to ongoing operations. The ability to

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effectively manage growth in a rapidly evolving market requires effective planning and management processes. We will need to continue to improve operational, financial and managerial controls, reporting systems and procedures, and will need to continue to expand, train and manage our work force. There can be no assurance that we would be able to accomplish such an expansion on a timely basis. If we are unable to effect any required expansion and is unable to perform its contracts on a timely and satisfactory basis, its reputation and eligibility to secure additional contracts in the future could be damaged. The failure to perform could also result in contract terminations and significant liability. Any such result would adversely affect our business and financial condition.

We will need to increase the size of our organization, and we may experience difficulties in managing growth, which could hurt our financial performance.

In order to manage our future growth, we will need to continue to improve our management, operational and financial controls and our reporting systems and procedures. All of these measures will require significant expenditures and will demand the attention of management. If we do not continue to enhance our management personnel and our operational and financial systems and controls in response to growth in our business, we could experience operating inefficiencies that could impair our competitive position and could increase our costs more than we had planned. If we are unable to manage growth effectively, our business, financial condition and operating results could be adversely affected.

Our business depends on experienced and skilled personnel, and if we are unable to attract and integrate skilled personnel, it will be more difficult for us to manage our business and complete contracts.

The success of our business depends on the skill of our personnel. Accordingly, it is critical that we maintain, and continue to build, a highly experienced management team and specialized workforce, including those who create software programs and sales professionals. Competition for personnel with skill sets specific to our industry is high, and identifying candidates with the appropriate qualifications can be costly and difficult. We may not be able to hire the necessary personnel to implement our business strategy given our anticipated hiring needs, or we may need to provide higher compensation or more training to our personnel than we currently anticipate.

Our business is labor intensive and our success depends on our ability to attract, retain, train and motivate highly skilled employees, including employees who may become part of our organization in connection with our acquisitions. The increase in demand for consulting, technology integration and managed services has further increased the need for employees with specialized skills or significant experience in these areas. Our ability to expand our operations will be highly dependent on our ability to attract a sufficient number of highly skilled employees and to retain our employees and the employees of companies that we have acquired. We may not be successful in attracting and retaining enough employees to achieve our desired expansion or staffing plans. Furthermore, the industry turnover rates for these types of employees are high and we may not be successful in retaining, training or motivating our employees. Any inability to attract, retain, train and motivate employees could impair our ability to adequately manage and complete existing projects and to accept new customer engagements. Such inability may also force us to increase our hiring of independent contractors, which may increase our costs and reduce our profitability on customer engagements. We must also devote substantial managerial and financial resources to monitoring and managing our workforce. Our future success will depend on our ability to manage the levels and related costs of our workforce.

In the event we are unable to attract, hire and retain the requisite personnel and subcontractors, we may experience delays in completing contracts in accordance with project schedules and budgets, which may have an adverse effect on our financial results, harm our reputation and cause us to curtail our pursuit of new contracts. Further, any increase in demand for personnel may result in higher costs, causing us to exceed the budget on a contract, which in turn may have an adverse effect on our business, financial condition and operating results and harm our relationships with our customers.

Any future acquisitions that we may make could disrupt our business, cause dilution to our stockholders and harm our business, financial condition or operating results.

If we are successful in consummating acquisitions, those acquisitions could subject us to a number of risks, including, but not limited to:

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•

the purchase price we pay and/or unanticipated costs could significantly deplete our cash reserves or result in dilution to our existing stockholders;

•

we may find that the acquired company or technologies do not improve our market position as planned;

•

we may have difficulty integrating the operations and personnel of the acquired company, as the combined operations will place significant demands on our management, technical, financial and other resources;

•

key personnel and customers of the acquired company may terminate their relationships with the acquired company as a result of the acquisition;

•

we may experience additional financial and accounting challenges and complexities in areas such as tax planning and financial reporting;

•

we may assume or be held liable for risks and liabilities (including environmental-related costs) as a result of our acquisitions, some of which we may not be able to discover during our due diligence investigation or adequately adjust for in our acquisition arrangements;

•

our ongoing business and management’s attention may be disrupted or diverted by transition or integration issues and the complexity of managing geographically or culturally diverse enterprises;

•

we may incur one-time write-offs or restructuring charges in connection with the acquisition;

•

we may acquire goodwill and other intangible assets that are subject to amortization or impairment tests, which could result in future charges to earnings; and

•

we may not be able to realize the cost savings or other financial benefits we anticipated.

We cannot assure you that, following any acquisition, our continued business will achieve sales levels, profitability, efficiencies or synergies that justify the acquisition or that the acquisition will result in increased earnings for us in any future period. These factors could have a material adverse effect on our business, financial condition and operating results.

Insurance and contractual protections may not always cover lost revenue, increased expenses or liquidated damages payments, which could adversely affect our financial results.

Although we maintain insurance and intend to obtain warranties from suppliers, obligate subcontractors to meet certain performance levels and attempt, where feasible, to pass risks we cannot control to our customers, the proceeds of such insurance or the warranties, performance guarantees or risk sharing arrangements may not be adequate to cover lost revenue, increased expenses or liquidated damages payments that may be required in the future.

We may be subject to damages resulting from claims that we or our employees have wrongfully used or disclosed alleged trade secrets of their former employers.

We may be subject to claims that we and our employees may have inadvertently or otherwise used or disclosed trade secrets or other proprietary information of former employers or competitors. Litigation may be necessary to defend against these claims. We may be subject to unexpected claims of infringement of third party intellectual property rights, either for intellectual property rights of which we are not aware, or for which we believe are invalid or narrower in scope than the accusing party. Even if we are successful in defending against these claims, litigation could result in substantial costs and be a distraction to management. If we fail in defending such claims, in addition to paying money claims, we may lose valuable intellectual property rights or personnel or be enjoined from selling certain products or providing certain services. A loss of key research personnel or their work product could hamper or prevent our ability to commercialize certain products, which could severely harm our business.

Adverse judgments or settlements in legal proceedings could materially harm our business, financial condition, operating results and cash flows.

We may be a party to claims that arise from time to time in the ordinary course of our business, which may include those related to, for example, contracts, sub-contracts, protection of confidential information

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or trade secrets, adversary proceedings arising from customer bankruptcies, employment of our workforce and immigration requirements or compliance with any of a wide array of state and federal statutes, rules and regulations that pertain to different aspects of our business. We may also be required to initiate expensive litigation or other proceedings to protect our business interests. There is a risk that we will not be successful or otherwise be able to satisfactorily resolve any such claims or litigation. In addition, litigation and other legal claims are subject to inherent uncertainties. Those uncertainties include, but are not limited to, litigation costs and attorneys’ fees, unpredictable judicial or jury decisions and the differing laws and judicial proclivities regarding damage awards among the states in which we operate. Unexpected outcomes in such legal proceedings, or changes in management’s evaluation or predictions of the likely outcomes of such proceedings (possibly resulting in changes in established reserves), could have a material adverse effect on our business, financial condition, results of operations and cash flows. Due to recurring losses and net capital deficiency, our current financial status may increase our default and litigation risks and may make us more financially vulnerable in the face of threatened litigation.

The loss of key personnel may adversely affect our operations.

Our success depends to a significant extent upon the operation, experience, and continued services of certain of our officers, and other key personnel. While our key personnel are employed under employment contracts, there is no assurance we will be able to retain their services. The loss of our key personnel could have an adverse effect on us. If certain of our executive officers were to leave we would face substantial difficulty in hiring a qualified successor and could experience a loss in productivity while any successor obtains the necessary training and experience. Furthermore, we do not maintain “key person” life insurance on the lives of any executive officer and their death or incapacity would have a material adverse effect on us. The competition for qualified personnel is intense, and the loss of services of certain key personnel could adversely affect our business.

Internal system or service failures could disrupt our business and impair our ability to effectively provide our services and products to our customers, which could damage our reputation and adversely affect our revenues and profitability.

Any system or service disruptions, on our hosted cloud infrastructure or those caused by ongoing projects to improve our information technology systems and the delivery of services, if not anticipated and appropriately mitigated, could have a material adverse effect on our business including, among other things, an adverse effect on our ability to bill our customers for work performed on our contracts, collect the amounts that have been billed and produce accurate financial statements in a timely manner. We are also subject to systems failures, including network, software or hardware failures, whether caused by us, third-party service providers, cyber security threats, natural disasters, power shortages, terrorist attacks or other events, which could cause loss of data and interruptions or delays in our business, cause us to incur remediation costs, subject us to claims and damage our reputation. In addition, the failure or disruption of our communications or utilities could cause us to interrupt or suspend our operations or otherwise adversely affect our business. Our property and business interruption insurance may be inadequate to compensate us for all losses that may occur as a result of any system or operational failure or disruption and, as a result, our future results could be adversely affected.

Systems failures could damage our reputation and adversely affect our revenues and profitability.

Many of the systems and networks that we develop, install and maintain for our customers on premise or host on our infrastructure involve managing and protecting confidential information and other sensitive corporate and government information. While we have programs designed to comply with relevant privacy and security laws and restrictions, if a system or network that we develop, install or maintain were to fail or experience a security breach or service interruption, whether caused by us, third-party service providers, cyber security threats or other events, we may experience loss of revenue, remediation costs or face claims for damages or contract termination. Any such event could cause serious harm to our reputation and prevent us from having access to or being eligible for further work on such systems and networks. Our errors and omissions liability insurance may be inadequate to compensate us for all of the damages that we may incur and, as a result, our future results could be adversely affected.

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We may enter into joint venture, teaming and other arrangements, and these activities involve risks and uncertainties. A failure of any such relationship could have material adverse results on our business and results of operations.

We may enter into joint venture, teaming and other arrangements. These activities involve risks and uncertainties, including the risk of the joint venture or applicable entity failing to satisfy its obligations, which may result in certain liabilities to us for guarantees and other commitments, the challenges in achieving strategic objectives and expected benefits of the business arrangement, the risk of conflicts arising between us and our partners and the difficulty of managing and resolving such conflicts, and the difficulty of managing or otherwise monitoring such business arrangements. A failure of our business relationships could have a material adverse effect on our business and results of operations.

Our business and operations expose us to numerous legal and regulatory requirements and any violation of these requirements could harm our business.

We are subject to numerous federal, state and foreign legal requirements on matters as diverse as data privacy and protection, employment and labor relations, immigration, taxation, anticorruption, import/​export controls, trade restrictions, internal control and disclosure control obligations, securities regulation and anti-competition. Compliance with diverse and changing legal requirements is costly, time-consuming and requires significant resources. We are also focused on expanding our business in certain identified growth areas, such as health information technology, energy and environment, which are highly regulated and may expose us to increased compliance risk. Violations of one or more of these diverse legal requirements in the conduct of our business could result in significant fines and other damages, criminal sanctions against us or our officers, prohibitions on doing business and damage to our reputation. Violations of these regulations or contractual obligations related to regulatory compliance in connection with the performance of customer contracts could also result in liability for significant monetary damages, fines and/or criminal prosecution, unfavorable publicity and other reputational damage, restrictions on our ability to compete for certain work and allegations by our customers that we have not performed our contractual obligations.

If we do not adequately protect our intellectual property rights, we may experience a loss of revenue and our operations and growth prospects may be materially harmed.

We have not registered copyrights on any of the software we have developed, and while we may register copyrights in the software if needed before bringing suit for copyright infringement, such registration can introduce delays before suit of over three years and can constrain damages for infringement. We rely upon confidentiality agreements signed by our employees, consultants and third parties to protect our intellectual property. We cannot assure you that we can adequately protect our intellectual property or successfully prosecute actual or potential infringement of our intellectual property rights. In addition, we cannot assure you that others will not assert rights in, or ownership of, trademarks and other proprietary rights of ours or that we will be able to successfully resolve these types of conflicts to our satisfaction. Our failure to protect our intellectual property rights may result in a loss of revenue and could materially adversely affect our operations and financial condition.

In addition, any patents issued in the future may not provide us with any competitive advantages, and our patent applications may never be granted. The process of obtaining patent protection is expensive and time-consuming, and we may not be able to prosecute all necessary or desirable patent applications at a reasonable cost or in a timely manner. Even if issued, there can be no assurance that these patents will adequately protect our intellectual property, as the legal standards relating to the validity, enforceability and scope of protection of patent and other intellectual property rights are complex and often uncertain and are subject to change that can affect validity of patents issued under previous legal standards, particularly with respect to the law of subject matter eligibility. Our inability to protect our property rights could adversely affect our financial condition, operating results and growth prospects.

Our proprietary software is protected by common law copyright laws, as opposed to registration under copyright statutes. We have not registered copyrights on any of the proprietary software we have developed. Our performance and ability to compete are dependent to a significant degree on our proprietary technology. Common law protection may be narrower than that which we could obtain under registered copyrights. As a result, we may experience difficulty in enforcing our copyrights against certain third party

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infringements. As part of our confidentiality-protection procedures, we generally enter into agreements with our employees and consultants and limit access to, and distribution of, our software, documentation and other proprietary information. There can be no assurance that the steps we have taken will prevent misappropriation of our technology or that agreements entered into for that purpose will be enforceable. The laws of other countries may afford us little or no protection of our intellectual property. We also rely on a variety of technology that we license from third parties. There can be no assurance that these third party technology licenses will continue to be available to us on commercially reasonable terms, if at all. The loss of or inability to maintain or obtain upgrades to any of these technology licenses could result in delays in completing software enhancements and new development until equivalent technology could be identified, licensed or developed and integrated. Any such delays would materially and adversely affect our business.

The growth of our business is dependent on increasing sales to our existing customers and obtaining new customers, which, if unsuccessful, could limit our financial performance.

Our ability to increase revenues from existing customers by identifying additional opportunities to sell more of our products and services and our ability to obtain new customers depends on a number of factors, including our ability to offer high quality products and services at competitive prices, the strength of our competitors and the capabilities of our sales and marketing departments. If we are not able to continue to increase sales of our products and services to existing customers or to obtain new customers in the future, we may not be able to increase our revenues and could suffer a decrease in revenues as well.

Our competitiveness depends significantly on our ability to keep pace with the rapid changes in our industry. Failure by us to anticipate and meet our customers’ technological needs could adversely affect our competitiveness and growth prospects.

We operate and compete in an industry characterized by rapid technological innovation, changing customer needs, evolving industry standards and frequent introductions of new products, product enhancements, services and distribution methods. Our success depends on our ability to develop expertise with these new products, product enhancements, services and distribution methods and to implement solutions that anticipate and respond to rapid changes in technology, the industry, and customer needs. The introduction of new products, product enhancements and distribution methods could decrease demand for current products or render them obsolete. Sales of products and services can be dependent on demand for specific product categories, and any change in demand for or supply of such products could have a material adverse effect on our net sales if we fail to adapt to such changes in a timely manner.

There can be no assurances that consumer or commercial demand for our future products will meet, or even approach, our expectations. In addition, our pricing and marketing strategies may not be successful. Lack of customer demand, a change in marketing strategy and changes to our pricing models could dramatically alter our financial results. Unless we are able to release location based products that meet a significant market demand, we will not be able to improve our financial condition or the results of our future operations.

If we unable to sell additional products and services to our customers and increase our overall customer base, our future revenue and operating results may suffer.

Our future success depends, in part, on our ability to expand the deployment of technologies with existing customers and finding new customers to sell our products and services to. This may require increasingly sophisticated and costly sales efforts and may not result in additional sales. In addition, the rate at which our customers purchase additional products and services, and our ability to attract new customers, depends on a number of factors, including the perceived need for indoor mapping products and services, as well as general economic conditions. If our efforts to sell additional products and services are not successful, our business may suffer.

We operate in a highly competitive market and we may be required to reduce the prices for some of our products and services to remain competitive, which could adversely affect our results of operations.

Our industry is developing rapidly and related technology trends are constantly evolving. In this environment, we face, among other things, significant price competition from our competitors. As a result,

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we may be forced to reduce the prices of the products and services we sell in response to offerings made by our competitors and may not be able to maintain the level of bargaining power that we have enjoyed in the past when negotiating the prices of our products and services.

Our profitability is dependent on the prices we are able to charge for our products and services. The prices we are able to charge for our products and services are affected by a number of factors, including:

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our customers’ perceptions of our ability to add value through our products and services;

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introduction of new products or services by us or our competitors;

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our competitors’ pricing policies;

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our ability to charge higher prices where market demand or the value of our products or services justifies it;

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procurement practices of our customers; and

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general economic and political conditions.

If we are not able to maintain favorable pricing for our products and services, our results of operations could be adversely affected.

A delay in the completion of our customers’ budget processes could delay purchases of our products and services and have an adverse effect on our business, operating results and financial condition.

We rely on our customers to purchase products and services from us to maintain and increase our earnings, and customer purchases are frequently subject to budget constraints, multiple approvals and unplanned administrative, processing and other delays. If sales expected from a specific customer are not realized when anticipated or at all, our results could fall short of public expectations and our business, operating results and financial condition could be materially adversely affected.

Digital threats such as cyber-attacks, data protection breaches, computer viruses or malware may disrupt our operations, harm our operating results and damage our reputation, and cyber-attacks or data protection breaches on our customers’ networks, or in cloud-based services provided by or enabled by us, could result in liability for us, damage our reputation or otherwise harm our business.

Despite our implementation of network security measures, the products and services we sell to customers, and our servers, data centers and the cloud based solutions on which our data, and data of our customers, suppliers and business partners are stored, are vulnerable to cyber-attacks, data protection breaches, computer viruses, and similar disruptions from unauthorized tampering or human error. Any such event could compromise our networks or those of our customers, and the information stored on our networks or those of our customers could be accessed, publicly disclosed, lost or stolen, which could subject us to liability to our customers, business partners and others, and could have a material adverse effect on our business, operating results, and financial condition and may cause damage to our reputation. Efforts to limit the ability of malicious third parties to disrupt the operations of the Internet or undermine our own security efforts may be costly to implement and meet with resistance, and may not be successful. Breaches of network security in our customers’ networks, or in cloud based services provided by or enabled by us, regardless of whether the breach is attributable to a vulnerability in our products or services, could result in liability for us, damage our reputation or otherwise harm our business.

Any failures or interruptions in our services or systems could damage our reputation and substantially harm our business and results of operations.

Our success depends in part on our ability to provide reliable remote services, technology integration and managed services to our customers. The operations of our cloud based applications and analytics are susceptible to damage or interruption from human error, fire, flood, power loss, telecommunications failure, terrorist attacks and similar events. We could also experience failures or interruptions of our systems and services, or other problems in connection with our operations, as a result of:

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damage to or failure of our computer software or hardware or our connections;

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errors in the processing of data by our systems;

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computer viruses or software defects;

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physical or electronic break-ins, sabotage, intentional acts of vandalism and similar events;

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increased capacity demands or changes in systems requirements of our customers; and

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errors by our employees or third-party service providers.

Any production interruptions for any reason, such as a natural disaster, epidemic, capacity shortages, or quality problems, at one of our manufacturing partners would negatively affect sales of product lines manufactured by that manufacturing partner and adversely affect our business and operating results.

Any interruptions in our systems or services could damage our reputation and substantially harm our business and results of operations. While we maintain disaster recovery plans and insurance with coverage we believe to be adequate, claims may exceed insurance coverage limits, may not be covered by insurance or insurance may not continue to be available on commercially reasonable terms.

We rely on a limited number of key customers, the importance of which may vary dramatically from year to year, and a loss of one or more of these key customers may adversely affect our operating results.

Our top three customers accounted for approximately 27% and 32% of our gross revenue during the years ended December 31, 2021 and 2020, respectively. One customer accounted for 12% of our gross revenue in 2021, and a separate customer accounted for 15% of our gross revenue in 2020 with one other customer who accounted for 10% of gross revenue in the 2020 year; however, each of these customers may or may not continue to be a significant contributor to revenue in 2022. The loss of a significant amount of business from one of our major customers would materially and adversely affect our results of operations until such time, if ever, as we are able to replace the lost business. Significant customers or projects in any one period may not continue to be significant customers or projects in other periods. To the extent that we are dependent on any single customer, we are subject to the risks faced by that customer to the extent that such risks impede the customer’s ability to stay in business and make timely payments to us.

We may need additional cash financing and any failure to obtain cash financing, could limit our ability to grow our business and develop or enhance our service offerings to respond to market demand or competitive challenges.

While we believe that we have sufficient cash funds to satisfy our working capital needs for the next 12 months, we expect that we may need to raise funds in order to continue our operations and implement our plans to grow our business. However, if we decide to seek additional capital, we may be unable to obtain financing on terms that are acceptable to us or at all. If we are unable to raise the required cash, our ability to grow our business and develop or enhance our service offerings to respond to market demand or competitive challenges could be limited.

If we cannot collect our receivables or if payment is delayed, our business may be adversely affected by our inability to generate cash flow, provide working capital or continue our business operations.

Our business depends on our ability to successfully obtain payment from our customers of the amounts they owe us for products received from us and any work performed by us. The timely collection of our receivables allows us to generate cash flow, provide working capital and continue our business operations. Our customers may fail to pay or delay the payment of invoices for a number of reasons, including financial difficulties resulting from macroeconomic conditions or lack of an approved budget. An extended delay or default in payment relating to a significant account will have a material and adverse effect on the aging schedule and turnover days of our accounts receivable. If we are unable to timely collect our receivables from our customers for any reason, our business and financial condition could be adversely affected.

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If our products fail to satisfy customer demands or to achieve increased market acceptance our results of operations, financial condition and growth prospects could be materially adversely affected.

The market acceptance of our products are critical to our continued success. Demand for our products is affected by a number of factors beyond our control, including continued market acceptance, the timing of development and release of new products by competitors, technological change, and growth or decline in the mobile device management market. We expect the proliferation of mobile devices to lead to an increase in the data security demands of our customers, and our products may not be able to scale and perform to meet those demands. If we are unable to continue to meet customer demands or to achieve more widespread market acceptance of these products, our business operations, financial results and growth prospects will be materially and adversely affected.

Defects, errors, or vulnerabilities in our products or services or the failure of such products or services to prevent a security breach, could harm our reputation and adversely affect our results of operations.

Because our location based security products and services are complex, they have contained and may contain design or manufacturing defects or errors that are not detected until after their commercial release and deployment by customers. Defects may cause such products to be vulnerable to advanced persistent threats (“APTs”) or security attacks, cause them to fail to help secure information or temporarily interrupt customers’ networking traffic. Because the techniques used by hackers to access sensitive information change frequently and generally are not recognized until launched against a target, we may be unable to anticipate these techniques and provide a solution in time to protect customers’ data. In addition, defects or errors in our subscription updates or products could result in a failure to effectively update customers’ hardware products and thereby leave customers vulnerable to APTs or security attacks.

Any defects, errors or vulnerabilities in our products could result in:

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expenditure of significant financial and product development resources in efforts to analyze, correct, eliminate, or work-around errors or defects or to address and eliminate vulnerabilities;

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delayed or lost revenue;

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loss of existing or potential customers or partners;

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increased warranty claims compared with historical experience, or increased cost of servicing warranty claims, either of which would adversely affect gross margins; and

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litigation, regulatory inquiries, or investigations that may be costly and harm our reputation.

Our current research and development efforts may not produce successful products or features that result in significant revenue, cost savings or other benefits in the near future. If we do not realize significant revenue from our research and development efforts, our business and operating results could be adversely affected.

Developing products and related enhancements in our field is expensive. Investments in research and development may not result in significant design improvements, marketable products or features or may result in products that are more expensive than anticipated. We may not achieve the cost savings or the anticipated performance improvements expected, and we may take longer to generate revenue from products in development, or generate less revenue than expected.

Our future plans include significant investments in research and development and related product opportunities. Our management believes that we must continue to dedicate a significant amount of resources to research and development efforts to maintain a competitive position. However, we may not receive significant revenue from these investments in the near future, or these investments may not yield the expected benefits, either of which could adversely affect our business and operating results.

Global events such as the lasting impact of the COVID-19 pandemic and other general economic factors may impact our results of operations.

While the impact of the COVID-19 pandemic is generally subsiding, the lasting impact on our business and results of operations continues to remain uncertain. While we were able to continue operations remotely

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throughout the pandemic, we have and may continue to see a continued impact of the pandemic in the deployment and implementation of our products and services as return to office initiatives remain ongoing. In addition, other global events, such as the recent military conflict between Russian and Ukraine and other general economic factors that are beyond our control beyond our control may impact our results of operations. These factors can include interest rates; recession; inflation; unemployment trends; the threat or possibility of war, terrorism or other global or national unrest; political or financial instability; and other matters that influence our customers spending. Increasing volatility in financial markets and changes in the economic climate could adversely affect our results of operation. While we have been able to realize growth in the six months ended September 30, 2022 as compared to the same periods in 2021, the impact that these global events will have on general economic conditions is continuously evolving and the ultimate impact that they will have on our results of operations continues to remain uncertain. There are no assurances that we will be able to continue to experience the same growth or not be materially adversely effected.

Our international business exposes us to geo-political and economic factors, legal and regulatory requirements, public health and other risks associated with doing business in foreign countries.

We provide our products and services to customers worldwide. These risks differ from and potentially may be greater than those associated with our domestic business.

Our international business is sensitive to changes in the priorities and budgets of international customers and geo-political uncertainties, which may be driven by changes in threat environments and potentially volatile worldwide economic conditions, various regional and local economic and political factors, risks and uncertainties, as well as U.S. foreign policy.

Our international sales are also subject to local government laws, regulations and procurement policies and practices, which may differ from U.S. Government regulations, including regulations relating to import-export control, investments, exchange controls and repatriation of earnings, as well as to varying currency, geo-political and economic risks. Our international contracts may include industrial cooperation agreements requiring specific in-country purchases, manufacturing agreements or financial support obligations, known as offset obligations, and provide for penalties if we fail to meet such requirements. Our international contracts may also be subject to termination at the customer’s convenience or for default based on performance, and may be subject to funding risks. We also are exposed to risks associated with using foreign representatives and consultants for international sales and operations and teaming with international subcontractors, partners and suppliers in connection with international programs. As a result of these factors, we could experience award and funding delays on international programs and could incur losses on such programs, which could negatively affect our results of operations and financial condition.

We are also subject to a number of other risks including:

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the absence in some jurisdictions of effective laws to protect our intellectual property rights;

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multiple and possibly overlapping and conflicting tax laws;

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restrictions on movement of cash;

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the burdens of complying with a variety of national and local laws;

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political instability;

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currency fluctuations;

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longer payment cycles;

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restrictions on the import and export of certain technologies;

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price controls or restrictions on exchange of foreign currencies; and

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trade barriers.

In addition, our international operations (or those of our business partners) could be subject to natural disasters such as earthquakes, tsunamis, flooding, typhoons and volcanic eruptions that disrupt manufacturing or other operations. There may be conflict or uncertainty in the countries in which we operate, including public health issues (for example, an outbreak of a contagious disease such as 2019-Novel Coronavirus

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(2019-nCoV), avian influenza, measles or Ebola), safety issues, natural disasters, fire, disruptions of service from utilities, nuclear power plant accidents or general economic or political factors. With respect to political factors, the United Kingdom’s 2016 referendum, commonly referred to as “Brexit,” has created economic and political uncertainty in the European Union. Also, the European Union’s General Data Protection Regulation imposes significant new requirements on how we collect, process and transfer personal data, as well as significant fines for non-compliance. Any of the above risks, should they occur, could result in an increase in the cost of components, production delays, general business interruptions, delays from difficulties in obtaining export licenses for certain technology, tariffs and other barriers and restrictions, longer payment cycles, increased taxes, restrictions on the repatriation of funds and the burdens of complying with a variety of foreign laws, any of which could ultimately have a material adverse effect on our business.

Difficult conditions in the global capital markets and the economy generally may materially adversely affect our business and results of operations, and we do not expect these conditions to improve in the near future.

Our results of operations are materially affected by conditions in the global capital markets and the economy generally, both in the U.S. and elsewhere around the world. Weak economic conditions generally, sustained uncertainty about global economic conditions, or a prolonged or further tightening of credit markets could cause our customers and potential customers to postpone or reduce spending on technology products or services or put downward pressure on prices, which could have an adverse effect on our business, results of operations or cash flows. Concerns over inflation, energy costs, geopolitical issues and the availability of credit, in the U.S. have contributed to increased volatility and diminished expectations for the economy and the markets going forward. These factors, combined with volatile oil prices and wavering business and consumer confidence, have precipitated an economic slowdown and uncertain global outlook. Domestic and international equity markets have been experiencing heightened volatility and turmoil. These events and the continuing market upheavals may have an adverse effect on our business. In the event of extreme prolonged market events, such as the global economic recovery, we could incur significant losses.

Changes in U.S. administrative policy, including changes to existing trade agreements and any resulting changes in international relations, could adversely affect our financial performance and supply chain economics.

As a result of changes to U.S. administrative policy, among other possible changes, there may (i) changes to existing trade agreements; (ii) greater restrictions on free trade generally; and (iii) significant increases in tariffs on goods imported into the United States, particularly those manufactured in China. China is currently a leading global source of hardware products, including the hardware products that we use. In January 2020, the U.S. and China entered into Phase One of the Economic and Trade Agreement Between the United States of America and the People’s Republic of China (the “Phase One Trade Agreement”). The Phase One Trade Agreement takes steps to ease certain trade tensions between the U.S. and China, including tensions involving intellectual property theft and forced intellectual property transfers by China. Although the Phase One Trade Agreement is an encouraging sign of progress in the trade negotiations between the U.S. and China, questions still remain as to the enforcement of its terms, the resolution of a number of other points of dispute between the parties, and the prevention of further tensions. If the U.S.-China trade dispute re-escalates or relations between the United States and China deteriorate, these conditions could adversely affect our ability to source our hardware products and therefore our ability to manufacture our products. Our ability to manufacture our products could also be affected by economic uncertainty, in China or by our failure to establish a positive reputation and relationships in China. The occurrence of any of these events could have an adverse effect on our ability to source the components necessary to manufacture our products, which, in turn, could cause our long-term business, financial condition and operating results to be materially adversely affected.

There is also a possibility of future tariffs, trade protection measures, import or export regulations or other restrictions imposed on our products or on our customers by the United States, China or other countries that could have a material adverse effect on our business. A significant trade disruption or the establishment or increase of any tariffs, trade protection measures or restrictions could result in lost sales adversely impacting our reputation and business. A trade war, other governmental action related to tariffs or international trade agreements, changes in U.S. social, political, regulatory and economic conditions or in laws and policies governing foreign trade, manufacturing, development and investment in the territories and

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countries where we currently do business or any resulting negative sentiments towards the United States could adversely affect our supply chain economics, consolidated revenue, earnings and cash flow.

We intend to use and leverage open source technology in which may create risks of security weaknesses.

Some parts of our technology may be based on open-source technology. There is a risk that the development team or other third parties may intentionally or unintentionally introduce weaknesses or bugs into the core infrastructure elements of our technology solutions interfering with the use of such technology or causing loss to us.

We may not be able to develop new products orenhance our product to keep pace with our industry’s rapidly changing technology and customer requirements.

The industry in which we operate is characterized by rapid technological changes, new product introductions, enhancements, and evolving industry standards. Our business prospects depend on our ability to develop new products and applications for our technology in new markets that develop as a result of technological and scientific advances, while improving performance and cost-effectiveness. New technologies, techniques or products could emerge that might offer better combinations of price and performance than the blockchain technology solutions that are being developed by us. It is important that we anticipate changes in technology and market demand. If we do not successfully innovate and introduce new technology into our anticipated technology solutions or effectively manage the transitions of our technology to new product offerings, our business, financial condition and results of operations could be harmed.

Domestic and foreign government regulation and enforcement of data practices and data tracking technologies is expansive, broadly defined and rapidly evolving. Such regulation could directly restrict portions of our business or indirectly affect our business by constraining our customers’ use of our technology and services or li