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United States securities and exchange commission logo
June 14, 2023
Khurram Sheikh
Chief Executive Officer
CXApp Inc.
Four Palo Alto Square, Suite 200,
3000 El Camino Real
Palo Alto, CA 94306
Re:CXApp Inc.
Amendment No.1 to Registration Statement on Form S-1
File May 26, 2023
File No. 333-271340
Dear Khurram Sheikh:
            We have limited our review of your amended registration statement to those issues we
have addressed in our 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.  Unless we note
otherwise, our references to prior comments are to comments in our May 15, 2023 letter.
Amendment No. 1 to Form S-1
Cover Page
1.We note your response to prior comment 2 and your disclosure that the prospectus relates
to "24,080,000 shares of common stock reserved for issuance upon the exercise of
warrants to purchase common stock, which are comprised of 13,800,000 shares of
common stock issuable upon exercise of the public warrants and 10,280,000 shares of
common stock issuable upon exercise of the private placement warrants." It appears that
you also intend to register the resale by the Sponsor and BlackRock of the shares issuable
upon exercise of the Private Placement Warrants. Therefore, in addition to indicating that
you are registering the offer and sale by the company of the shares issuable exercise of the

 FirstName LastNameKhurram Sheikh
 Comapany NameCXApp Inc.
 June 14, 2023 Page 2
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Khurram Sheikh
CXApp Inc.
June 14, 2023
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Private Placement Warrants, also indicate that you are registering the resale by the
Sponsor and BlackRock of the shares issuable upon exercise of the Private Placement
Warrants.
2.Please clarify that the Private Placement Warrants were issued to both the Sponsor and
BlackRock.
Certain existing stockholders purchased, or may purchase, securities in the Company at a price
below the current trading price..., page 13
3.As requested in prior comment 7, please specifically address all selling securityholders
who may experience a positive rate of return based on the current market price. In
particular, disclose the number of securities being offered by the Direct Anchor Investors
and the Sponsor (including the number of shares attributable to Inpixon and Inpixon’s
management through their interests in the Sponsor) and the potential profit from the sale
of these securities based on the market price. In addition, if BTIG LLC may experience a
positive rate of return, disclose the number of shares and the potential profit.
Sales of a substantial number of our securities in the public market by the Selling
Securityholders..., page 13
4.In response to comment 9, you disclose that you issued 100,000 shares to BTIG, LLC
"without cash consideration in exchange for their engagement to provide strategic and
capital markets advisory services." Please disclose the value of the services provided by
BTIG for these shares and thus the effective purchase price. Provide this disclosure here
and elsewhere as appropriate.
Principal Stockholders, page 97
5.Please revise the beneficial ownership table to be consistent with the disclosure
requirements of Item 403 of Regulation S-K and to reflect beneficial ownership as of the
most recent practicable date. For example, it is unclear why you are including "CXApp
existing Stockholders" and "KINS Public Stockholders" in the table.
Recent Sales of Unregistered Securities, page II-2
6.We note your response to prior comment 15. Please provide disclosure regarding your
sales of unregistered securities within the past three years.

 FirstName LastNameKhurram Sheikh
 Comapany NameCXApp Inc.
 June 14, 2023 Page 3
 FirstName LastName
Khurram Sheikh
CXApp Inc.
June 14, 2023
Page 3
            You may contact Austin Pattan, Staff Attorney, at (202) 551-6756 or Kathleen Krebs,
Special Counsel, at (202) 551-3350 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Michael J. Mies, Esq.