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November 18, 2022
Khurram P. Sheikh
Chief Executive Officer
KINS Technology Group, Inc.
Four Palo Alto Square, Suite 200
3000 El Camino Real
Palo Alto, CA 94306
Re:KINS Technology Group, Inc.
Registration Statement on Form S-4
Filed October 19, 2022
File No. 333-267938
Dear Khurram P. Sheikh:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-4 filed October 19, 2022
General
1.Please update the accompanying financial statements and the related pro forma
presentation through the period ended September 30, 2022.
2.We note that the parties negotiated the enterprise value of CXApp at $69 million, subject
to adjustments.  Highlight that Inpixon purchased Design Reactor, Inc. and its CXApp
software for a mix of cash and stock valued at $45 million in 2020.  Additionally, to
provide appropriate context for investors, disclose Inpixon's current market capitilization.
3.In the summary section and in a Q&A, provide a complete description of the lock-up
agreements, including to whom each agreement applies, the respective durations, and the

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circumstances under which the lock-ups may be released.  Clarify any differences between
the lock-up agreements for Class A and Class C shares.  We note, for example, that your
Anchor Investor, BlackRock, is not a party to the Stockholder Support Agreement.  Please
clarify whether BlackRock is subject to any surviving lock-up agreement post-business
combination and whether it is obligated to vote in favor of all of the proposals.
4.We note that Inpixon will receive the Distribution Tax Opinion regarding the intended tax
treatment of the Distribution and certain related transactions, and that the Tax Matters
Agreement will require KINS and CXApp to comply with the representations made in the
materials submitted to legal counsel in connection with the Distribution Tax Opinion.
Please confirm your intention to file the Distribution Tax Opinion as an exhibit to this
registration statement.  Additionally, please tell us whether counsel will provide a
separate tax opinion to support the discussion of tax consequences to U.S. investors as set
forth on page 229.
5.Given that the vast majority of Class A stockholders have already redeemed their shares,
please disclose, if true, that as a result of such redemptions and the existence of the
Support Agreements, Class B stockholders have a sufficient percentage of votes to
approve the business combination.
6.We note that you filed a preliminary proxy statement in efforts to solicit stockholder
approval to extend the life of the SPAC through June 15, 2023.  Please update your Form
S-4 to address this extension vote, the potential possible removal of the $5,000,001 net
asset requirement, the Sponsor Loan to fund a bonus payment to non-redeeming
stockholders, and the likelihood that further redemptions will concentrate more voting
power with the Sponsor.
7.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or
has substantial ties with a non-U.S. person. If so, also include risk factor disclosure that
addresses how this fact could impact your ability to complete your initial business
combination. For instance, discuss the risk to investors that you may not be able to
complete an initial business combination with a U.S. target company should the
transaction be subject to review by a U.S. government entity, such as the Committee on
Foreign Investment in the United States (CFIUS), or ultimately prohibited. Disclose that
as a result, the pool of potential targets with which you could complete an initial business
combination may be limited. Further, disclose that the time necessary for government
review of the transaction or a decision to prohibit the transaction could prevent you from
completing an initial business combination and require you to liquidate. Disclose the
consequences of liquidation to investors, such as the losses of the investment opportunity
in a target company, any price appreciation in the combined company, and the warrants,
which would expire worthless.

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Summary, page 30
8.Revise to clarify the difference between CXApp and Design Reactor.  For example, when
distinguishing between CXApp and Design Reactor in the questions and answers section,
explain that Design Reactor was formerly doing business under the name CXApp, but in
this registration statement, CXApp refers to the newly formed Delaware holding
company.
9.Prominently disclose that the contemplated spin-off and subsequent merger are structured
as a reverse Morris Trust transaction and that this structure is intended to result in a tax-
efficient disposition of the current CXApp business for Inpixon and Inpixon
shareholders.  Describe what a reverse Morris Trust transaction is and briefly discuss why
the parties chose this structure.  Your description should include a discussion of the
requirements of the Reverse Morris Trust transaction under Sections 355 and 368(a)(1)(D)
of the Internal Revenue Code.
10.Address the risks to current KINS stockholders and to security holders of the combined
company should the parties fail to meet the requirements to preserve the intended tax
treatment.  Disclose any indemnification provisions that will benefit Inpixon and Inpixon
shareholders if the distribution and related transactions do not qualify as a reorganization
under Sections 355 and 368(a)(1)(D) of the Code.  Further, describe the limitations to the
combined company's operations and restrictions on future transactions that are necessary
to preserve the intended tax treatment and discuss how these restrictions may impact the
combined company's business.
11.We note the parties' intention that holders of CXApp Common Stock will own more than
50% of the common stock of New CXApp immediately following the Merger.  Please
clarify how you will ensure that historic parent shareholders will own more than 50% of
the vote and value of the post-business combination company.
12.With respect to the previous acquisition of Design Reactor, Inc. by Inpixon, please clarify
how the spin-off and subsequent merger will impact the remaining shares subject to any
Earn-Out Provision.
Risk Factors, page 53
13.Please add a risk factor to highlight that shares of post-business combination SPACs
commonly decline in value.  Your risk factor should address that the Sponsor and the
Anchor Investor purchased shares at prices below the initial public offering price and may
be incentivized to sell their shares.  Similarly, the address that the CXApp stockholders
prior to the merger may acquire shares below market carrying cost and may be
incentivized to sell their shares.  Any resulting sales may lower the trading price of the
Class A common stock.  Further, if the price declines below the $11.50 per share exercise
price, it is unlikely warrants will be exercised and New CXApp will be unable to raise
further proceeds from the warrants.

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14.Please add a risk factor that addresses the substantial amount of public Class A
stockholders that have already redeemed their shares prior to the stockholder vote to
extend the termination date of the SPAC.  Given that many of the remaining stockholders
will be subject to lock-up agreements and may not be able to sell their shares on the
Nasdaq, the public float and trading volume may be very small.  As a result, the trading
price of the Class A common stock may be volatile.
The Sponsor, its investors and its and their affiliates (which include members of the KINS Board
and management) ..., page 66
15.The last sentence in this risk factor indicates that if KINS "is able to complete the Merger,
the KINS Private Placement Warrants...will become worthless."  If true, revise to reflect
that the Private Placement Warrants will become worthless if the merger is not completed.
Unaudited Pro forma Condensed Combined Financial Information
Description of the Merger Agreement, page 90
16.Refer to the assumptions regarding the minimum and maximum redemption scenarios on
page 91 and the table on the pro forma ownership of KINS common stock following the
business combination on page 92.  Please disaggregate in the table on page 92 the
holdings of the Sponsor, BlackRock and related parties (including but not limited to
Inpixon) so that the Sponsor's holdings of KINS Class A common stock are transparent
and align with the descriptions of exchanges of its Class B common stock and certain
forfeitures by Direct Anchor Investors as described in the foregoing assumptions and
explanatory footnotes.
17.Please disclose why the Sponsor is receiving less shares of KINS Class A common stock
in exchange for its Class B common stock under the minimum redemption scenario. Also,
since the holders of Class B shares may exchange their shares into a number of Class A
shares based on the redemption level, depending on whether they are the Sponsor or
Direct Anchor Investors, provide us your analysis as to whether the Class B shares:
•should be classified as a liability under ASC 480-10-25-14.  In this regard, it appears
the Class B shares contain an unconditional obligation to issue a variable number of
shares depending on variations in something other than the fair value of KINS
Technology's equity shares.
•may contain an embedded feature that needs to be bifurcated and accounted for as a
derivative. Refer to ASC 815-15-25-1 and ASC 815-40-15.
18.Refer to footnote (4) on page 92.  Please provide additional context regarding the
circumstances related to the Direct Anchor Investors' forfeiture to Sponsor of
525,000 shares of KINS Class B Common Stock prior to closing.
19.Refer to footnote (5) on page 92.  Please provide historical background information
regarding Inpixon's initial and existing interests in KINS.

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20.Refer to footnote (6) on page 92.  With a view towards expanded disclosure, please
explain the significance and intended consequence of the provision in the Sponsor's
Agreement 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."
Background to the Business Combination, page 127
21.Please provide more details of the circumstance and negotiations surrounding the $10
million cash contribution and why this term was first offered and later accepted.  Further,
please clarify whether there were discussions as to whether the final cash and cash
equivalents balance at the time of the merger would solely be the $10 million cash
contribution or if any of the approximately $5 million of cash as June 30, 2022 would also
stay with the CXApp post-business combination.
Certain Projected Financial Information of the Enterprise Apps Business, page 141
22.On page 142, as part of your disclosure of the projections provided to and relied upon by
KINS and the Board for purposes of its financial analyses, you reference both "actual" and
projected December 31, 2022 revenues, adjusted EBITDA and gross margins.  Please
clarify whether the “actual” financial information is referring to information as of
December 31, 2021.
23.Please identify the specific dollar values of the projected 2022 and 2023 revenues and
adjusted EBITDA.  Additionally, revise to disclose all material assumptions that were
used to formulate the projections, as distinguished from "the key elements" of the
projections.
24.With respect to your reference to a 181% revenue growth rate to $6.3 million, which
appears to refer to the growth rate from fiscal year 2020 to 2021 for revenues, please
clarify whether this growth rate relates to the organic growth rate of the underlying
products of Design Reactor, Inc.  Your MD&A refers to this growth rate related to the
acquisition of the CXApp in the second quarter of 2020.
25.Please provide more details, including specific forecasted unlevered cash flows by year
that was provided by CXApp management, as to how GVS calculated the discounted cash
flows.  Similarly, clarify the EV/Revenue ratio used for the calculation of CXApp’s was
based on 22E and 23E figures, not 20E and 21E for the Selected Companies Analysis.
 Further, we note the comparable companies are significantly larger than Design
Reactor/CXApp.  Provide supplemental disclosure addressing any risk that the use of this
sample of comparable companies may result in an inflated or overstated valuation.

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Opinion of KNAV P.A., page 144
26.We note that the description of the KNAV fairness opinion generally provides a list of
what information the financial advisor considered, but does not provide detail of the
methodology used to make this determination.  Please revise this section to clarify the
specific financial information and projections that were provided to KNAV and to provide
detailed support for the ultimate conclusions reached, including the methods used.
Security Ownership of Certain Beneficial Owners and Management, page 187
27.Please disclose the natural person(s) that hold investment and/or voting power over the
voting securities beneficially owned by the 5% stockholders.
28.For your post-business combination beneficial ownership table, we note that you indicate
that it includes ordinary shares that are exercisable within 60 days of October 14, 2022
and underlying your public or private warrants. Please revise these figures to the most
recent date practicable and clarify whether the KINS Capital LLC and BlackRock
warrants are included in these totals.
Product Roadmap and Enhancements, page 195
29.The features listed in this section appear to be prospective in nature.  Please clarify the
timing of when you believe they will be available, or if they will be available within the
next 12 months.  Further, clarify whether you have sufficient funds to develop these
features or clarify the amount of funding that is necessary to development them.
Market Size, page 197
30.Please disclose the sources of your industry statistics on page 197.  We note you refer to
“research analysts,” but do not identify any of them here or on page 6.  Further, it is not
clear if you are referring to an industry research entity or research analysts for the
securities industry.  If it is the latter, please clarify the source of where the research
analyst obtained