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    SKADDEN,
    ARPS, SLATE, MEAGHER & FLOM LLP

    525
    UNIVERSITY AVENUE
    FIRM/AFFILIATE

    PALO
    ALTO, CALIFORNIA 94301
    OFFICES

    ______
    ______

    TEL:
    (650) 470-4500
    BOSTON

    FAX:
                                            (650) 470-4570

    CHICAGO

    HOUSTON

    www.skadden.com

LOS
ANGELES

NEW
YORK

WASHINGTON,
D.C.

WILMINGTON

    ______

    June 20, 2023

    BEIJING

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                                            KONG

                                                                              LONDON

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                                                                              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. 2 to Registration Statement on Form
    S-1

    Filed June 20, 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. 2 (“Amendment No. 2”)
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. 2 reflects certain revisions to the Registration Statement in response to the comment letter to Mr. Sheikh, the Company’s Chief
Executive Officer, dated June 14, 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. 2, 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. 2.

Registration
Statement on Form S-1 filed June 20, 2023

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 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.

Response:
The Company acknowledges the Staff’s comment and clarified that it is registering the resale by the Sponsor of the shares
issuable upon exercise of the Private Placement Warrants. The Company is not intending to register the resale of the shares issuable
upon exercise of the Private Placement Warrants by BlackRock because BlackRock is not an affiliate of the Company.

    2.
    Please clarify that
    the Private Placement Warrants were issued to both the Sponsor and BlackRock.

Response:
The Company acknowledges the Staff’s comment and clarified that the Private Placement Warrants were issued to 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.

Response:
The Company acknowledges the Staff’s comment and has updated the risk factor on page 13 in Amendment No. 2.

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.

Response: The Company acknowledges
the Staff’s comment and has updated the disclosure on the cover note and pages 13, 14, and II-2 in Amendment No. 2.

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.

Response:
The Company acknowledges the Staff’s comment and has updated the beneficial ownership table on page 97 in Amendment No. 2.

Item 15.
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.

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

*
* *

    2

We
thank the Staff for its review of the foregoing and Amendment No. 2. 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.

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