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Correspondence 0001104659-22-124940 from CXApp Inc. (CXAI)

CXApp Inc.
Date: Dec. 6, 2022 · CIK: 0001820875 · Accession: 0001104659-22-124940

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File numbers found in text: 333-267938

Date
December 6, 2022
Author
Not clearly detected
Form
CORRESP
Company
CXApp Inc.

Letter

Skadden, Arps, Slate, Meagher & Flom llp

525 UNIVERSITY AVENUE

PALO ALTO, CALIFORNIA 94301 FIRM/AFFILIATE

OFFICES

TEL: (650) 470-4500

FAX: (650) 470-4570

www.skadden.com

December 6, 2022

BOSTON

CHICAGO

HOUSTON

LOS ANGELES

NEW YORK

WASHINGTON, D.C.

WILMINGTON

BEIJING

BRUSSELS

FRANKFURT

HONG KONG

LONDON

MUNICH

PARIS

SÃO PAULO

SEOUL

SHANGHAI

SINGAPORE

TOKYO

TORONTO

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn: Edwin Kim Joshua Shainess Division of Corporation Finance Office of Technology

Re: KINS Technology Group Inc. Registration Statement on Form S-4 Filed October 19, 2022

File No. 333-267938

Ladies and Gentlemen:

On behalf of our client, KINS Technology Group Inc., a Delaware corporation (the “Company”), and pursuant to the applicable provisions of the Securities Act of 1933, as amended, and the rules promulgated thereunder, please find enclosed for filing with the Securities and Exchange Commission (the “Commission”) a complete copy of Amendment No. 1 (“Amendment No. 1”) to the above-captioned Registration Statement on Form S-4 of the Company originally filed with the Commission on October 19, 2022 (the “Registration Statement”).

Amendment No. 1 reflects certain revisions to the Registration Statement in response to the comment letter to Mr. Sheikh, the Company’s Chief Executive Officer, dated November 18, 2022, from the staff of the Commission (the “Staff”) and other updated information.

The numbered paragraphs in bold below set forth the Staff’s comments together with the Company’s responses. Disclosure changes made in response to the Staff’s comments have been made in Amendment No. 1, which is being filed with the Commission contemporaneously with the submission of this letter. Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in Amendment No. 1.

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.

Response: The Company acknowledges the Staff’s comment and has updated the accompanying financial statements and the related pro forma presentation through the period ended September 30, 2022 throughout Amendment No. 1.

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 capitalization.

Response: The Company acknowledges the Staff’s comment and has revised the disclosure on pages 113-114 of Amendment No. 1 to include additional disclosure regarding the purchase price paid by Inpixon in connection with its acquisition of the outstanding capital stock of Design Reactor, Inc. in April of 2021 and Inpixon’s current market capitalization.

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 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.

Response: The Company acknowledges the Staff’s comment and has revised the disclosure on pages 21, 41-42 and 133-135 of Amendment No. 1 to include additional disclosure of the lock-up agreements for each relevant party and clarified that the Direct Anchor Investors are subject to their surviving lock-up agreement post-business combination and are not 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.

Response: The Company acknowledges the Staff’s comment and has revised the exhibit list on page II-2 of Amendment No. 1 to include a reference to the Distribution Tax Opinion to be delivered by RSM US LLP. See Exhibit 8.1. In addition, pursuant to Staff Legal Bulletin No. 19, an opinion from either legal counsel or an independent accountant may be provided, therefore it is not anticipated that a separate tax opinion by counsel will be provided.

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.

Response: The Company acknowledges the Staff’s comment and has revised the disclosure on pages iii, 26, 27, 45, 161, 166, 169, 171, 172, 178, and 179 of Amendment No. 1 to disclose that as a result of redemptions, it is expected that the shares of common stock held by the sponsors will be sufficient to establish quorum and to pass each of the proposals, including 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.

Response: The Company acknowledges the Staff’s comment and has revised the disclosure on pages 32 and 181-182 of Amendment No. 1 to disclose more details about the extension special meeting.

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.

Response: The Company’s sponsor is a Delaware limited liability company and is not controlled by, and does not have substantial ties with, any non-U.S. person or entity. Accordingly, the Company does not intend to make any additional disclosures in future filings.

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.

Response: The Company acknowledges the Staff’s comment and has revised the disclosure on page 17 of Amendment No. 1 to include a new section titled “Who are the parties to the transactions described in this document?”

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.

Response: The Company acknowledges the Staff’s comment and has revised the disclosure on pages 33-34 of Amendment No. 1 to include a new section titled “Transaction Structure.”

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.

Response: In response to the Staff’s comment, KINS added disclosure in the last two paragraphs of the new section titled “Transaction Structure” on page 34 of Amendment No. 1.

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.

Response: The Company acknowledges the Staff’s comment and has revised the disclosure on pages 21 and 40 of Amendment No. 1 to clarify how 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.

Response: The spin-off and subsequent merger will have no impact on the earn out provisions that were applicable to the Inpixon acquisition of Design Reactor as such conditions and corresponding payouts were satisfied by Inpixon prior to the end of the first quarter of 2022. As a result, there have not been any further amendments in Amendment No. 1 with respect to this comment.

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 maybe 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.

Response: The Company acknowledges the Staff’s comment and has revised the disclosure on page 73 of Amendment No. 1 to include this additional risk factor.

14. Please add a risk factor that addresses the substantial amount of public Class A stockholders that

Show Raw Text
CORRESP
1
filename1.htm

    Skadden, Arps, Slate, Meagher &
    Flom llp

    525 UNIVERSITY AVENUE

    PALO ALTO, CALIFORNIA 94301
    FIRM/AFFILIATE

    OFFICES

 TEL: (650) 470-4500

FAX: (650) 470-4570

www.skadden.com

              December 6, 2022

 BOSTON

    CHICAGO

    HOUSTON

    LOS ANGELES

    NEW YORK

    WASHINGTON, D.C.

    WILMINGTON

 BEIJING

    BRUSSELS

    FRANKFURT

    HONG KONG

    LONDON

    MUNICH

    PARIS

    SÃO PAULO

    SEOUL

    SHANGHAI

    SINGAPORE

    TOKYO

    TORONTO

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Attn:
    Edwin Kim
 Joshua Shainess
 Division
    of Corporation Finance
 Office of Technology

    Re:
    KINS Technology Group Inc.
 Registration
    Statement on Form S-4
 Filed October 19, 2022

    File No. 333-267938

Ladies and Gentlemen:

On
behalf of our client, KINS Technology Group Inc., a Delaware corporation (the “Company”), and pursuant to the applicable
provisions of the Securities Act of 1933, as amended, and the rules promulgated thereunder, please find enclosed for filing with
the Securities and Exchange Commission (the “Commission”) a complete copy of Amendment No. 1 (“Amendment
No. 1”) to the above-captioned Registration Statement on Form S-4 of the Company originally filed with the Commission
on October 19, 2022 (the “Registration Statement”).

Amendment
No. 1 reflects certain revisions to the Registration Statement in response to the comment letter to Mr. Sheikh, the Company’s
Chief Executive Officer, dated November 18, 2022, from the staff of the Commission (the “Staff”) and other updated
information.

The
numbered paragraphs in bold below set forth the Staff’s comments together with the Company’s responses. Disclosure
changes made in response to the Staff’s comments have been made in Amendment No. 1, which is being filed with the Commission
contemporaneously with the submission of this letter. Unless otherwise indicated, capitalized terms used herein have the meanings assigned
to them in Amendment No. 1.

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.

Response:
The Company acknowledges the Staff’s comment and has updated the accompanying financial statements and the related pro forma presentation
through the period ended September 30, 2022 throughout Amendment No. 1.

 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 capitalization.

Response:
The Company acknowledges the Staff’s comment and has revised the disclosure on pages 113-114 of Amendment No. 1 to include
additional disclosure regarding the purchase price paid by Inpixon in connection with its acquisition of the outstanding capital stock
of Design Reactor, Inc. in April of 2021 and Inpixon’s current market capitalization.

 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 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.

Response:
The Company acknowledges the Staff’s comment and has revised the disclosure on pages 21, 41-42 and 133-135 of Amendment No. 1
to include additional disclosure of the lock-up agreements for each relevant party and clarified that the Direct Anchor Investors are
subject to their surviving lock-up agreement post-business combination and are not 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.

Response:
The Company acknowledges the Staff’s comment and has revised the exhibit list on page II-2 of Amendment No. 1 to include
a reference to the Distribution Tax Opinion to be delivered by RSM US LLP. See Exhibit 8.1. In addition, pursuant to Staff Legal
Bulletin No. 19, an opinion from either legal counsel or an independent accountant may be provided, therefore it is not anticipated
that a separate tax opinion by counsel will be provided.

 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.

Response:
The Company acknowledges the Staff’s comment and has revised the disclosure on pages iii, 26, 27, 45, 161, 166, 169, 171, 172, 178,
and 179 of Amendment No. 1 to disclose that as a result of redemptions, it is expected that the shares of common stock held by the sponsors
will be sufficient to establish quorum and to pass each of the proposals, including 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.

Response:
The Company acknowledges the Staff’s comment and has revised the disclosure on pages 32 and 181-182 of Amendment No. 1 to disclose
more details about the extension special meeting.

 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.

Response:
The Company’s sponsor is a Delaware limited liability company and is not controlled by, and does not have substantial ties with,
any non-U.S. person or entity. Accordingly, the Company does not intend to make any additional disclosures in future filings.

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.

Response:
The Company acknowledges the Staff’s comment and has revised the disclosure on page 17 of Amendment No. 1 to include
a new section titled “Who are the parties to the transactions described in this document?”

 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.

Response:
The Company acknowledges the Staff’s comment and has revised the disclosure on pages 33-34 of Amendment No. 1 to include
a new section titled “Transaction Structure.”

 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.

Response:
In response to the Staff’s comment, KINS added disclosure in the last two paragraphs of the new section titled “Transaction
Structure” on page 34 of Amendment No. 1.

 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.

Response:
The Company acknowledges the Staff’s comment and has revised the disclosure on pages 21 and 40 of Amendment No. 1 to clarify
how 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.

Response:
The spin-off and subsequent merger will have no impact on the earn out provisions that were applicable to the Inpixon acquisition of
Design Reactor as such conditions and corresponding payouts were satisfied by Inpixon prior to the end of the first quarter of 2022.
As a result, there have not been any further amendments in Amendment No. 1 with respect to this comment.

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 maybe 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.

Response:
The Company acknowledges the Staff’s comment and has revised the disclosure on page 73 of Amendment No. 1 to include
this additional risk factor.

 14. Please
                                            add a risk factor that addresses the substantial amount of public Class A stockholders that