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SEC Comment Letter 0000000000-22-013325 to CXApp Inc. (CXAI)

CXApp Inc.
Date: Dec. 12, 2022 · CIK: 0001820875 · Accession: 0000000000-22-013325

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File numbers found in text: 333-267938

Date
December 9, 2022
Author
UBS Securities LLC
Form
UPLOAD
Company
CXApp Inc.

Letter

December 9, 2022 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Registration Statement on Fo rm S-4 (Registration No. 333-267938) To whom it may concern: Reference is made to the above-referenced registration statement (the “Registration Statement”) of KINS Technology Group Inc. (the “Issuer”) under the Securities Act of 1933, as amended (the “Securities Act”) with respect to a proposed business combination involving a merger, consolidation, exchange of securities, acquisition of a ssets, or similar transaction involving a special purpose acquisition company and one or more target companies (the “Transaction”). The Registration St atement has not yet been declared effective as of the date of this letter. This letter is to advise you that, effective as of June 9, 2022, our firm has resigned from, or ceased or refused to act in, every capacity and relationship in which we were described in the Registration Statement as acting or agreeing to act (including, w ithout limitation, any capacity or relationship (A) required to be described under Paragraph (5) of Schedule A or (B) for which consent is required under Section 7 of the Secu rities Act) with respect to the Transaction. Therefore, we hereby advise you and the Issu er, pursuant to Section 11(b)(1) of the Securities Act, that none of our firm, any person who controls it (within the meaning of either Section 15 of the Securities Act or Section 20 of the Securities Exchange Act of 1934, as amended) or any of its affilia tes (within the meaning of Rule 405 under the Securities Act) will be responsible for any part of th e Registration Statement. This no tice is not intended to constitute an acknowledgment or admission that we have been or are an underwriter (within the meaning of Section 2(a)(11) of the Securities Act or the ru les and regulations prom ulgated thereunder) with respect to the Transaction. Sincerely, UBS Securities LLC By: Name: Carlos Alvarez Title: Managing Director By: Name: John Delgado Title: Director

cc: KINS Technology Group Inc. Mr. Edwin S. Kim, Staff Attorney

Show Raw Text
December 9, 2022
Securities and Exchange Commission
100 F Street, N.E. Washington, D.C. 20549
Re:  Registration Statement on Fo rm S-4 (Registration No. 333-267938)
To whom it may concern:
Reference is made to the above-referenced registration statement (the “Registration
Statement”) of KINS Technology Group Inc. (the  “Issuer”) under the Securities Act of 1933, as
amended (the “Securities Act”) with respect to a proposed business combination involving a
merger, consolidation, exchange of securities, acquisition of a ssets, or similar transaction
involving a special purpose acquisition company and one or more target companies (the
“Transaction”). The Registration St atement has not yet been declared  effective as of the date of
this letter.
This letter is to advise you that, effective as of June 9, 2022, our firm has resigned from,
or ceased or refused to act in, every capacity and relationship in which we were described in the
Registration Statement as acting or agreeing to act (including, w ithout limitation, any capacity or
relationship (A) required to be described under Paragraph (5) of  Schedule A or (B) for which
consent is required under Section 7 of the Secu rities Act) with respect to the Transaction.
Therefore, we hereby advise you and the Issu er, pursuant to Section 11(b)(1) of the
Securities Act, that none of our firm, any person who controls it (within the meaning of either
Section 15 of the Securities Act or Section 20 of the Securities Exchange Act of 1934, as
amended) or any of its affilia tes (within the meaning of Rule  405 under the Securities Act) will
be responsible for any part of th e Registration Statement. This no tice is not intended to constitute
an acknowledgment or admission that we have been  or are an underwriter (within the meaning of
Section 2(a)(11) of the Securities Act or the ru les and regulations prom ulgated thereunder) with
respect to the Transaction.
  Sincerely,
UBS Securities LLC
By:
Name: Carlos Alvarez
Title: Managing Director
By:
Name: John Delgado
Title: Director

cc: KINS Technology Group Inc.
Mr. Edwin S. Kim, Staff Attorney