SecProbe.io

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

    BOSTON

    www.skadden.com
    CHICAGO

HOUSTON

LOS
ANGELES

NEW
YORK

WASHINGTON,
D.C.

WILMINGTON

    ______

    May
                                            26, 2023

    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:        
    Austin Pattan

    Kathleen Krebs

    Division of Corporation Finance

Office of Technology

    Re:            
    CXApp Inc.

    Amendment No. 1 to Registration Statement on Form S-1

Filed May 26, 2023

    File No. 333-271340

Ladies
and Gentlemen:

On
behalf of our client, CXApp 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-1 of the Company originally filed with the Commission on April 19, 2023 (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 May 15, 2023, from the staff of the Commission (the “Staff”) and other updated information.

The
numbered paragraph 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-1 filed May 26, 2023

Cover
Page

 1. It
                                            appears you are registering for resale the shares issuable upon exercise of the Public Warrants.
                                            As the Public Warrants have already been registered, please revise to indicate the company
                                            is offering the shares issuable upon exercise of the Public Warrants.

Response:
The Company acknowledges the Staff’s comment and is clarifying that it is registering a total of 24,080,000 shares of common stock
underlying the warrants, 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.

 2. It
                                            appears you are registering for resale the Private Placement Warrants. Therefore, also indicate
                                            that the company is offering the shares issuable upon exercise of the Private Placement
                                            Warrant.

Response:
The Company acknowledges the Staff’s comment and is clarifying that it is registering a total of 24,080,000 shares of common stock
underlying the warrants, 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.

 3. Please
                                            provide updated disclosure of the most recent market price of your Class A common shares.

Response:
The Company acknowledges the Staff’s comment and has updated the market prices of the Company’s Class A common stock and
warrants on the cover page in Amendment No. 1.

 4. For
                                            each of the shares and warrants being registered for resale, disclose the price that the
                                            selling securityholders paid for such securities.

Response:
The Company acknowledges the Staff’s comment and has updated the price that each of the selling security holders paid for the securities
being registered for resale on the cover page in Amendment No. 1.

 5. Disclose
                                            the exercise price of the warrants compared to the market price of the underlying securities.
                                            Disclose that cash proceeds associated with the exercise of warrants to purchase your common
                                            stock are dependent on your stock price. If the warrants are out the money, please disclose
                                            the likelihood that warrant holders will not exercise their warrants and the company will
                                            not receive proceeds from the exercise of the warrants. Furthermore, disclose you may not
                                            receive cash upon the exercise of the Private Placement Warrants since these warrants may
                                            be exercised on a cashless basis. Provide similar disclosure in the prospectus summary, risk
                                            factors, MD&A and use of proceeds section. As applicable, describe the impact on your
                                            liquidity and update the discussion on the ability of your company to fund your operations
                                            on a prospective basis with your current cash on hand.

Response:
The Company acknowledges the Staff’s comment and has added disclosures on the cover page and pages 9, 14, 35, 49-50, and 64 in
Amendment No. 1.

 6. We
                                            note the significant number of redemptions of your Class A common stock in connection
                                            with your business combination and that the shares being registered for resale will constitute
                                            a considerable percentage of your public float. We also note that most of the shares being
                                            registered for resale were purchased by the selling securityholders for prices considerably
                                            below the current market price of the Class A common stock. Highlight the significant negative
                                            impact sales of shares on this registration statement could have on the public trading price of the Class A common stock.

Response:
The Company acknowledges the Staff’s comment and has updated the cover page in Amendment No. 1.

Certain
existing stockholders purchased, or may purchase, securities in the Company at a price below the current trading price…, page
12

 7. Please
                                            revise this risk factor to address all existing and selling securityholders who may experience
                                            a positive rate of return based on the current market price. This would include Inpixon and
                                            Inpixon’s management, through their interests in the Sponsor, as well as BlackRock.

Response:
The Company acknowledges the Staff’s comment and has updated the risk factor on page 13-14 in Amendment No. 1.

Risk
Factors, page 12

 8. We
                                            note that management has concluded that a material weakness exists in the company’s
                                            internal control over financial reporting and that the company’s disclosure controls
                                            and procedures are not effective. Please include a risk factor describing any material weaknesses,
the resulting restatement, and any associated remediation procedures and the related time frame.

Response:
The Company acknowledges the Staff’s comment and has included a risk factor on page 16 in Amendment No. 1.

Sales
of a substantial number of our securities in the public market by the Selling Securityholders…, page 12

 9. You
                                            indicate that you are registering for resale 100,000 shares of common stock issued in a private
                                            placement to BTIG, LLC.  Please disclose the price BTIG paid for these shares.

Response:
The Company acknowledges the Staff’s comment and has updated the disclosure on page 13 in Amendment No. 1.

The
market price of our Common Stock may be volatile and fluctuate substantially..., page 26

 10. We
                                            note your statement that your stock price may be volatile. However, it appears that you experienced
                                            substantial price volatility beginning on April 13, 2023, and have continued to experience
                                            price volatility since then. Please revise your risk factor to reflect that this volatility
                                            has actually occurred, rather than presenting it as hypothetical.

Response:
The Company acknowledges the Staff’s comment and has updated the risk factor on page 30 in Amendment No. 1.

Management’s
Discussion and Analysis of Financial Condition..., page 44

 11. Please
                                            expand your discussion to reflect the fact that this offering involves the potential sale
                                            of a substantial portion of shares for resale and discuss how such sales could impact the
                                            market price of the company’s common stock. Your discussion should highlight the fact
                                            that the Sponsor, a beneficial owner of approximately 43% of your outstanding shares, will
                                            be able to sell all of its shares for so long as the registration statement of which this
                                            prospectus forms a part is available for use.

Response:
The Company acknowledges the Staff’s comment and has updated the discussion on page 49-50 in Amendment No. 1.

 12. In
                                            light of the significant number of redemptions and the unlikelihood that the company will
                                            receive significant proceeds from exercises of the warrants because of the disparity between
                                            the exercise price of the warrants and the current trading price of the Class A common stock,
                                            expand your discussion of capital resources to address any changes in the company’s
                                            liquidity position since the business combination. Quantify the total amount of net
                                            cash the company received in the business combination, taking into account the amount received
                                            from the trust account, Inpixon’s cash contribution, and the business combination transaction
                                            costs. If the company is likely to have to seek additional capital, discuss the effect
                                            of this offering on the company’s ability to raise additional capital.

Response:
The Company acknowledges the Staff’s comment and has updated the discussion on page 49-50 and 64 in Amendment No. 1.

Principal
Stockholders, page 82

 13. Please
                                            update the beneficial ownership table, which appears to indicate the Business Combination
                                            has not been consummated yet. In addition, include the shares underlying the public and private
                                            warrants in the beneficial ownership of the holders of the warrants.

Response:
The Company acknowledges the Staff’s comment and has updated the beneficial ownership table on page 97 in Amendment No. 1.

Description
of Capital Stock Private Placement Warrants, page 92

 14. Please
                                            revise to indicate that the Sponsor privately purchased warrants and not units. Also revise
                                            to address that BlackRock also purchased Private Placement Warrants.

Response:
The Company acknowledges the Staff’s comment and has updated the disclosure on page 107 in Amendment No. 1.

Item
15. Recent Sales of Unregistered Securities, page 100

 15. You
                                            indicate that there have been no recent sales of unregistered securities; however, it appears
                                            that there are transactions that should be disclosed. For example, we note you are registering
                                            the resale of securities privately sold to your Sponsor, BlackRock and BTIG, LLC.

Response:
The Company acknowledges the Staff’s comment and has updated the disclosure on page II-2  in Amendment No. 1.

*
* *

We
thank the Staff for its review of the foregoing and Amendment No. 1. If you have further comments, please do not hesitate to contact
me at michael.mies@skadden.com or by telephone at (650) 470-3130.

    Sincerely,

    /s/ Michael J. Mies

    Name: Michael
J. Mies

    cc:
    Khurram P. Sheikh, CXApp Inc.