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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 30, 2023

    BEIJING

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                                                                              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. 3 to Registration Statement on Form
    S-1

    Filed June 30, 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. 3 (“Amendment No. 3”) 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. 3 reflects
certain revisions to the Registration Statement in response to the comment letter to Mr. Sheikh, the Company’s Chief Executive Officer,
dated June 28, 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. 3, 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. 3.

Registration Statement on Form S-1 filed
June 30, 2023

Principal Stockholders, page 97

    1.
    We
note your revisions to the beneficial ownership table in response to prior comment 5. Please continue to revise the table to be consistent
with the disclosure requirements of Item 403 of Regulation S-K. For example,

 ● In the preface to the table or in footnote (1), disclose the total number of Class A shares, Class
C shares and Common Stock outstanding.

 ● It is not clear why you disclose that the Sponsor beneficially owns 15,158,304 shares rather than 15,756,304
shares. Please advise.

 ● It is not clear how you arrived at the percentage beneficial ownership of the Sponsor and Khurram P.
Sheikh. Please advise.

 ● You should disclose the natural person(s) who have voting and/or investment power over the company’s
shares held by the Sponsor.

 ● With respect to Khurram P. Sheikh’s beneficial ownership amount, you should provide footnote
disclosure of the amount of such shares he has the right to acquire beneficial ownership within 60 days. You should also clarify whether
his share amount includes the shares held by the Sponsor.

 ● You continue to include a row entitled “Pro forma Common Stock”.

There are just examples. Please revise as appropriate.

Response: The Company acknowledges
the Staff’s comment and has updated the beneficial ownership table on page 97 in Amendment No. 3.

Selling Securityholders, page 98

    2.
    Please include the shares underlying BlackRock's private warrants in BlackRock's beneficial ownership amount prior to and after the offering. In addition, please indicate the number of shares being offered by the Sponsor that consist of shares underlying the Sponsor's private warrants.

Response: The Company acknowledges
the Staff’s comment and has updated the disclosure on page 98 in Amendment No. 3.

* * *

    2

We thank the Staff for its
review of the foregoing and Amendment No. 3. 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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