SecProbe.io

CORRESP
 1
 filename1.htm

 CXApp
Inc.

 Four
Palo Alto Square, Suite 200

 3000
El Camino Real

 Palo
Alto, CA 94306

 September
9, 2025

 VIA
EDGAR

 Securities
and Exchange Commission

 Division
of Corporation Finance

 100
F Street, N.E.

 Washington,
D.C. 20549

 Re:
 CXApp
 Inc.

 Registration
Statement on Form S-3 (File No. 333-289460)

 Ladies
and Gentlemen:

 In
accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned registrant (the "Registrant") hereby
requests that the Securities and Exchange Commission take appropriate action to cause the above-referenced Registration Statement on
Form S-3 (File No. 333-289460) (the "Registration Statement") to become effective on Friday, September 12, 2025, at 4:30
p.m. Eastern Time, or as soon thereafter as possible, or at such later time as the Registrant or its outside counsel, Mitchell Silberberg
& Knupp LLP, may orally request via telephone call to the staff.

 Once
the Registration Statement has been declared effective, please orally confirm that event with our outside counsel by calling Blake Baron
at (917) 546-7709.

 Very truly yours,

 CXApp Inc.

 By:
 /s/ Khurram
 P. Sheikh

 Khurram P. Sheikh

 Chief Executive Officer

CORRESP
 1
 filename1.htm

 CXApp
Inc.

 Four
Palo Alto Square, Suite 200

 3000
El Camino Real

 Palo
Alto, CA 94306

 VIA
EDGAR

 August
28, 2025

 U.S.
Securities and Exchange Commission
Division of Corporation Finance

 Office
of Technology

 100
F Street, NE

 Washington,
D.C. 20549

 Attention:
Mariam Mansaray; Matthew Derby

 Re:
CXApp Inc.

 Registration
Statement on Form S-3

 Filed
August 11, 2025

 File
No. 333-289460

 Ladies
and Gentlemen:

 CXApp
Inc. (the "Company," "we," "our" or "us") hereby transmits our response to the comment
letter received from the staff (the "Staff," "you" or "your") of the U.S. Securities and Exchange
Commission (the "Commission") on August 25, 2025, with respect to the above-referenced Registration Statement on Form S-3
filed with the Commission on August 11, 2025 (the "Registration Statement"). The Staff's comment is set forth below
in bold, followed by the Company's response:

 Registration
Statement on Form S-3

 General

 1.
It appears that you are relying on General Instruction I.B.6 of Form S-3 to register the offer and sale of shares to Avondale Capital
pursuant to a Securities Purchase Agreement. Please confirm that the aggregate market value of securities to be registered and sold under
the Securities Purchase Agreement will represent no more than one-third of the company's public float and are included in your
I.B.6 calculation. In addition, disclose the remaining available capacity under your Securities Purchase Agreement. Refer to Securities
Act Forms Compliance and Disclosure Interpretations 116.21.

 Response :
We are not registering the offer and sale of shares to Avondale Capital, LLC ("Avondale") pursuant to either the base prospectus
or the sales agreement prospectus contained in the Registration Statement, and therefore do not believe an amendment to the Registration
Statement is appropriate. The sales agreement prospectus solely covers the potential offer and sale from time to time of shares of our
common stock pursuant to our At the Market Offering Agreement with Maxim Group LLC. Additionally, as previously disclosed, on August
8, 2025, we entered into a waiver agreement with Avondale, pursuant to which Avondale agreed to waive, solely in connection with the
filing of the Registration Statement, the registration rights set forth in that certain Securities Purchase Agreement, dated as of March
26, 2025, by and between us and Avondale. To the extent we later decide to register the offer and sale of shares to Avondale pursuant
to the Registration Statement, if permissible, we would file a prospectus supplement to the base prospectus that sets forth the terms
of such offering.

 ***

 We
thank you for your review of the foregoing. Should you require further information, please contact our counsel, Blake Baron, Esq., at
bjb@msk.com or by telephone at (917) 546-7709.

 Sincerely,

 /s/
 Khurram P. Sheikh

 Khurram
 P. Sheikh

 Chief
 Executive Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 August 25, 2025

Khurram P. Sheikh
Chief Executive Officer
CXApp Inc.
Four Palo Alto Square, Suite 200
3000 El Camino Real
Palo Alto, CA 94306

 Re: CXApp Inc.
 Registration Statement on Form S-3
 Filed August 11, 2025
 File No. 333-289460
Dear Khurram P. Sheikh:

 We have conducted a limited review of your registration statement and
have the
following comment.

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.

Registration Statement on Form S-3
General

1. It appears that you are relying on General Instruction I.B.6 of Form S-3
to register the
 offer and sale of shares to Avondale Capital pursuant to a Securities
Purchase
 Agreement. Please confirm that the aggregate market value of securities
to be
 registered and sold under the Securities Purchase Agreement will
represent no more
 than one-third of the company's public float and are included in your
I.B.6
 calculation. In addition, disclose the remaining available capacity
under your
 Securities Purchase Agreement. Refer to Securities Act Forms Compliance
and
 Disclosure Interpretations 116.21.
 August 25, 2025
Page 2

 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

 Please contact Mariam Mansaray at 202-551-6356 or Matthew Derby at
202-551-
3334 with any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Technology
cc: Blake J. Baron, Esq.
</TEXT>
</DOCUMENT>

CORRESP
1
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CXAPP INC.

Four Palo Alto Square, Suite 200

3000 El Camino Real

Palo Alto, California 94306

October 2, 2024

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 Attn: Charli Wilson

Matthew Derby

Division of Corporation Finance

Office of Technology

 RE: CXApp Inc. (the “Company”)

Registration Statement on Form S-1, originally filed
on August 9, 2024

File No. 333-281452

Ladies and Gentlemen:

Pursuant to Rule 461(a) under
the Securities Act of 1933, as amended, the Company hereby respectfully requests that the effective date of the Company’s Registration
Statement on Form S-1 (File No. 333-281452) be accelerated by the Securities and Exchange Commission to 4:30 p.m. Washington D.C. time
on October 3, 2024, or as soon as practicable thereafter.

We request that we be notified
of such effectiveness by a telephone call to Michael J. Mies of Skadden, Arps, Slate, Meagher & Flom LLP at (650) 470-3130 and that
such effectiveness also be confirmed in writing.

    Very truly yours,

    CXApp Inc.

    By:
    /s/ Khurram P. Sheikh

    Name:
    Khurram P. Sheikh

    Title:
    Chief Executive Officer

 cc: Michael J. Mies, Skadden, Arps, Slate, Meagher & Flom LLP

CORRESP
1
filename1.htm

CXAPP INC.

Four Palo Alto Square, Suite 200

3000 El Camino Real

Palo Alto, California 94306

September 30, 2024

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 Attn: Charli Wilson

Matthew Derby

Division of Corporation Finance

Office of Technology

 RE: CXApp Inc. (the “Company”)

Registration Statement on Form S-1, originally
filed on August 9, 2024

File No. 333-281452

Ladies and Gentlemen:

Reference is made to our letter filed as correspondence
via EDGAR on September 27, 2024, in which we requested acceleration of the effective date of the above-referenced Registration Statement
on Form S-1 (File No. 333-281452) (the “Registration Statement”) to Monday, September 30, 2024, at 4:30 p.m. Washington, D.C.
time, or as soon as practicable thereafter, pursuant to Rule 461 under the Securities Act of 1933, as amended.

Please be advised that the Company hereby withdraws
its request for acceleration of the effective date of the Registration Statement. The Company will notify the Staff when it intends to
request acceleration in the future. We appreciate the Staff’s attention to this matter.

    Very truly yours,

    CXApp Inc.

    By:
    /s/ Khurram P. Sheikh

    Name:
    Khurram P. Sheikh

    Title:
    Chief Executive Officer

 cc: Michael J. Mies, Skadden, Arps, Slate, Meagher & Flom
LLP

CORRESP
1
filename1.htm

CXAPP INC.

Four Palo Alto Square, Suite 200

3000 El Camino Real

Palo Alto, California 94306

September 27, 2024

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 Attn: Charli Wilson

Matthew Derby

Division of Corporation Finance

Office of Technology

 RE: CXApp Inc. (the “Company”)

Registration Statement on Form S-1, originally
filed on August 9, 2024

File No. 333-281452

Ladies and Gentlemen:

Reference is made to our letter, filed as correspondence
via EDGAR on September 25, 2024, in which we requested the acceleration of the effective date of the above-referenced Registration
Statement for Friday, September 27, 2024, at 4:30 p.m. Washington D.C. time, in accordance with Rule 461 under the Securities
Act of 1933, as amended. We hereby formally withdraw that prior request for acceleration.

Pursuant to Rule 461(a) under the Securities
Act of 1933, as amended, we respectfully request that the effective date of the Company’s Registration Statement on Form S-1
(File No. 333-281452) be accelerated to 4:30 p.m. Washington D.C. time on Monday, September 30, 2024, or as soon as practicable
thereafter.

We request that we be notified of such effectiveness
by a telephone call to Michael J. Mies of Skadden, Arps, Slate, Meagher & Flom LLP at (650) 470-3130 and that such effectiveness also
be confirmed in writing.

    Very truly yours,

    CXApp Inc.

    By:
    /s/ Khurram P. Sheikh

    Name:
    Khurram P. Sheikh

    Title:
    Chief Executive Officer

 cc: Michael J. Mies, Skadden, Arps, Slate, Meagher & Flom
LLP

CORRESP
1
filename1.htm

CXAPP INC.

Four Palo Alto Square, Suite 200

3000 El Camino Real

Palo Alto, California 94306

September 25, 2024

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 Attn: Charli Wilson

Matthew Derby

Division of Corporation Finance

Office of Technology

 RE: CXApp Inc. (the “Company”)

Registration Statement on Form S-1, originally filed
on August 9, 2024

File No. 333-281452

Ladies and Gentlemen:

Pursuant to Rule 461(a) under
the Securities Act of 1933, as amended, the Company hereby respectfully requests that the effective date of the Company’s Registration
Statement on Form S-1 (File No. 333-281452) be accelerated by the Securities and Exchange Commission to 4:30 p.m. Washington D.C. time
on September 27, 2024, or as soon as practicable thereafter.

We request that we be notified
of such effectiveness by a telephone call to Michael J. Mies of Skadden, Arps, Slate, Meagher & Flom LLP at (650) 470-3130 and that
such effectiveness also be confirmed in writing.

    Very truly yours,

    CXApp Inc.

    By:
    /s/ Khurram P. Sheikh

    Name:
    Khurram P. Sheikh

    Title:
    Chief Executive Officer

 cc: Michael J. Mies, Skadden, Arps, Slate, Meagher & Flom LLP

CORRESP
1
filename1.htm

    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

    ______

    September 9, 2024
    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:
    Charli Wilson

    Matthew Derby

    Division of Corporation Finance

    Office of Technology

    Re:
    CXApp Inc.

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

    Filed September 9, 2024

    File No. 333-281452

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 August 9, 2024
(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 August 27, 2024, 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 September 9, 2024

General

    1.
    In a PIPE transaction,
    a registered resale of securities is permitted where the investor is irrevocably bound to purchase a set number of securities for
    a set purchase price that is not based on a market price or a fluctuating ratio. In addition, there can be no conditions that an
    investor can cause not to be satisfied, including conditions related to market price of the securities. Further, the closing of the
    private placement of the unissued securities must occur within a short time after the effectiveness of the resale registration statement.
    In that regard, we note that pursuant to the Securities Purchase Agreement with Streeterville Capital, the company will “reserve”
    3,049,000 Common Shares for future issuance, the share purchase price is based on the market price, and that Streeterville Capital
    will have the right, but not obligation, to purchase from the Company. Please provide us with your analysis regarding your eligibility
    to register the resale of the common stock that may be issued pursuant to the Securities Purchase Agreement. Refer to Securities
    Act Sections Compliance and Disclosure Interpretations Questions 134.01 and 139.11.

Response:
The Company respectfully acknowledges the Staff’s comment and provides the following legal analysis as the basis for
registering the resale of the 3,049,000 Common Shares. The information in Questions 134.01 and 139.11 of the Securities Act
Sections Compliance and Disclosure Interpretations were considered as it relates to the Company’s facts and circumstances in
connection with the legal analysis.

On
May 22, 2024, the Company entered into a Securities Purchase Agreement with Streeterville Capital, LLC (“Streeterville”),
pursuant to which the Company (i) delivered 40,000 shares of common stock to Streeterville (the “Commitment Shares”), (ii)
issued and sold an initial Pre-Paid Purchase in the principal amount of $2,625,000.00 (the “Initial Pre-Paid Purchase”),
and (iii) may issue and sell one or more Pre-Paid Purchases, in the form substantially similar to the exhibit attached thereto (each,
a “Pre-Paid Purchase”), in the aggregate purchase amount of up to $10,000,000.00, for the purchase of common stock, upon
the terms and subject to the limitations and conditions set forth in such Pre-Paid Purchase.

The
Company acknowledges that the private placement with respect to the sale of up to $10,000,000 of Pre-Paid Purchases is not complete and,
thus, the company is not eligible to register the resale of any shares of common stock related to those additional Pre-Paid Purchases.

However,
the Company advises the Staff that the private placement of the Initial Pre-Paid Purchase was completed on May 22, 2024, when Streeterville
entered into the Securities Purchase Agreement and was bound to purchase the overlying convertible note for $2,625,000, convertible into
a number of common stock for as low as $0.66 per share, or up to 3,977,272.73 shares of common stock.  As reflected in the registration
statement, Nasdaq Listing Rule 5635 requires Nasdaq listed issuers to obtain shareholder approval for any issuance or potential issuance,
below the “Minimum Price” (as defined by Rule 5635(d)(1)(B)), of stock equal to 20% or more of the voting power outstanding
before issuance. Accordingly, the Company is registering for resale 3,049,000 Common Shares underlying the convertible note, consisting
of 3,009,000 shares of common stock plus the 40,000 Commitment Shares, a number of shares that is equal to less than 20% of the voting
power outstanding before the issuance.

For
the reasons noted above, the Company believes it is eligible to register for resale the Commitment Shares and the Common Shares underlying
the Initial Pre-Paid Purchase.

    2

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.

    3

August 27, 2024
Khurram Sheikh
Chief Executive Officer
CXApp Inc.
Four Palo Alto Square, Suite 200
3000 El Camino Real
Palo Alto, CA 94306
Re:CXApp Inc.
Registration Statement on Form S-1
Filed August 9, 2024
File No. 333-281452
Dear Khurram Sheikh:
            We have conducted a limited review of your registration statement and have the following
comment.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe the comment applies 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 this letter, we may have additional comments.
Registration Statement on Form S-1
General
In a PIPE transaction, a registered resale of securities is permitted where the investor
is irrevocably bound to purchase a set number of securities for a set purchase price that is
not based on a market price or a fluctuating ratio. In addition, there can be no conditions
that an investor can cause not to be satisfied, including conditions related to market price
of the securities. Further, the closing of the private placement of the unissued securities
must occur within a short time after the effectiveness of the resale registration statement.
In that regard, we note that pursuant to the Securities Purchase Agreement with
Streeterville Capital, the company will “reserve” 3,049,000 Common Shares for future
issuance, the share purchase price is based on the market price, and that Streeterville
Capital will have the right, but not obligation, to purchase from the Company. Please
provide us with your analysis regarding your eligibility to register the resale of the 1.

August 27, 2024
Page 2
common stock that may be issued pursuant to the Securities Purchase Agreement. Refer to
Securities Act Sections Compliance and Disclosure Interpretations Questions 134.01 and
139.11.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Charli Wilson at 202-551-6388 or Matthew Derby at 202-551-3334 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Michael Mies

CORRESP
1
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CXAPP INC.

Four Palo Alto Square, Suite 200

3000 El Camino Real

Palo Alto, California 94306

July 7, 2023

VIA EDGAR

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. (the “Company”)

Registration Statement on Form S-1, originally
filed on April 19, 2023

File No. 333-271340

Ladies and Gentlemen:

Pursuant to Rule 461(a) under the Securities Act
of 1933, as amended, the Company hereby respectfully requests that the effective date of the Company’s Registration Statement on
Form S-1 (File No. 333-271340) be accelerated by the Securities and Exchange Commission to 4:30 p.m. Washington D.C. time on July 7, 2023,
or as soon as practicable thereafter.

We request that we be notified of such effectiveness
by a telephone call to Michael J. Mies of Skadden, Arps, Slate, Meagher & Flom LLP at (650) 470-3130 and that such effectiveness also
be confirmed in writing.

    Very truly yours,

    CXApp Inc.

    By:
    /s/ Khurram P. Sheikh

    Name:
    Khurram P. Sheikh

    Title:
    Chief Executive Officer

 cc: Michael J. Mies, Skadden, Arps, Slate, Meagher & Flom
LLP

CORRESP
1
filename1.htm

    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

                                                                              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. 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.

    3

United States securities and exchange commission logo
June 28, 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. 2 to Registration Statement on Form S-1
File June 20, 2023
File No. 333-271340
Dear Khurram Sheikh:
            We have reviewed your amended registration statement and have the following
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 June 14, 2023 letter.
Amendment No. 2 to Form S-1
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

 FirstName LastNameKhurram Sheikh
 Comapany NameCXApp Inc.
 June 28, 2023 Page 2
 FirstName LastName
Khurram Sheikh
CXApp Inc.
June 28, 2023
Page 2
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.
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.
            Please 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.

CORRESP
1
filename1.htm

    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

                                                                              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. 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.

    3

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
 FirstName LastName
Khurram Sheikh
CXApp Inc.
June 14, 2023
Page 2
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.

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.

United States securities and exchange commission logo
May 15, 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.
Registration Statement on Form S-1
File April 19, 2023
File No. 333-271340
Dear Khurram Sheikh:
            We have limited our review of your 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.
Registration Statement on Form S-1 filed April 19, 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.
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.
3.Please provide updated disclosure of the most recent market price of your Class A
common shares.

 FirstName LastNameKhurram Sheikh
 Comapany NameCXApp Inc.
 May 15, 2023 Page 2
 FirstName LastName
Khurram Sheikh
CXApp Inc.
May 15, 2023
Page 2
4.For each of the shares and warrants being registered for resale, disclose the price that the
selling securityholders paid for such securities.
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.
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.
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.
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.
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.

 FirstName LastNameKhurram Sheikh
 Comapany NameCXApp Inc.
 May 15, 2023 Page 3
 FirstName LastName
Khurram Sheikh
CXApp Inc.
May 15, 2023
Page 3
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.
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.
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.
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.
Description of Capital Stock
Private Placement Warrants, page 92
14.Please revise to indicate that the Sponsor privately purchase warrants and not units. Also
revise to address that BlackRock also purchased Private Placement Warrants.
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.

 FirstName LastNameKhurram Sheikh
 Comapany NameCXApp Inc.
 May 15, 2023 Page 4
 FirstName LastName
Khurram Sheikh
CXApp Inc.
May 15, 2023
Page 4
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Austin Pattan, Staff Attorney, at (202) 551-6756 or Kathleen Krebs,
Special Counsel, at (202) 551-3350 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Michael J. Mies, Esq.

CORRESP
1
filename1.htm

KINS TECHNOLOGY GROUP INC.

Four Palo Alto Square, Suite 200

3000 El Camino Real

Palo Alto, California 94306

February 10, 2023

VIA EDGAR

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. (the “Company”)

  Registration Statement on Form S-4, originally
filed on October 19, 2022

  File No. 333-267938

Ladies and Gentlemen:

Pursuant to Rule 461(a) under the Securities
Act of 1933, as amended, the Company hereby respectfully requests that the effective date of the Company’s Registration Statement
on Form S-4 (File No. 333-267938) be accelerated by the Securities and Exchange Commission to 10:00 a.m. Washington D.C.
time on February 13, 2023, or as soon as practicable thereafter.

We request that we be notified of such effectiveness
by a telephone call to Michael J. Mies of Skadden, Arps, Slate, Meagher & Flom LLP at (650) 470-3130 and that such effectiveness
also be confirmed in writing.

  Very truly yours,

  KINS Technology Group Inc.

  By:
  /s/ Khurram P. Sheikh

  Name:
  Khurram P. Sheikh

  Title:
  Chief Executive Officer

  cc:
  Michael
J. Mies, Skadden, Arps, Slate, Meagher & Flom LLP

  Nadir Ali, CXApp Holding Corp.

  Nimish Patel, Mitchell Silberberg & Knupp
LLP

  Blake Baron, Mitchell Silberberg & Knupp
LLP

CORRESP
1
filename1.htm

  SKADDEN, ARPS, SLATE, MEAGHER &
FLOM LLP

525 UNIVERSITY AVENUE

PALO ALTO, CALIFORNIA 94301

TEL: (650) 470-4500

FAX: (650) 470-4570

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February 8, 2023

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U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Attn:        
    Edwin Kim

    Jeff Kauten

    Division of Corporation Finance

    Office of Technology

    Re:    
    KINS Technology Group Inc.

    Amendment No. 2 to Registration Statement on Form S-4

    Filed January 10, 2023

    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. 3 (“Amendment No. 3”)
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. 3 reflects
certain revisions to the Registration Statement in response to the comment letter to Mr. Sheikh, the Company’s Chief Executive
Officer, dated December 28, 2022, 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-4 filed January 10,
2023

Unaudited Pro Forma Condensed Combined Financial Information,
page 96

 4. We note you anticipate the Business
                                            Combination will be accounted for as a reverse recapitalization. You disclosed several reasons
                                            why CXApp has been determined to be the accounting acquirer including that CXApp’s
                                            management will comprise the majority of New CXApp. However, we also note on page 231
                                            that Mr. Khurram P. Sheikh, KINS’ current Chairman, Chief Executive Officer, and
                                            Chief Financial Officer, will serve as the Chairman and Chief Executive Officer of the combined
                                            company. Additionally, Messrs. Sheikh, Martino, and Eisnor, currently KINS’ directors,
                                            have been nominated to serve on the Combined Company Board. Please explain to us your consideration
                                            of the post-closing composition of the Board and designation of the Chief Executive Officer
                                            when concluding that CXApp, and not KINS Technology Group, is the accounting acquirer. Also,
                                            clarify on page 96 the contemplated composition of the Combined Company’s Board
                                            and management.

Response: Upon further consideration
of the role of Mr. Sheikh in the hiring of the post-closing Chief Financial Officer, Michael Angel, the post-closing management
structure and board structure, we have determined KINS Technology Group Inc. to be the accounting acquirer. The Company has revised the
disclosure on pages 54, 58, 101, 107, 170-171 and 235 of Amendment No. 3.

* * *

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, KINS Technology Group Inc.

    Nadir Ali, CXApp Holding Corp.

    Nimish Patel, Mitchell Silberberg & Knupp LLP

    Blake Baron, Mitchell Silberberg & Knupp LLP

CORRESP
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filename1.htm

Skadden, Arps, Slate, Meagher & Flom llp

                       525
                       University Avenue

                       Palo
Alto, California 94301

                       _______

                       TEL:
                               (650) 470-4500

                       FAX: (650) 470-4570

                                                                                                                                                 FIRM/AFFILIATE

OFFICES

_____

BOSTON

www.skadden.com

CHICAGO

HOUSTON

LOS ANGELES

NEW YORK

                                                January 10, 2023

 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

Jeff Kauten

Division of Corporation Finance

Office of Technology

Re:            KINS
Technology Group Inc.

Amendment No. 1 to Registration
Statement on Form S-4

Filed December 6, 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. 2 (“Amendment No. 2”)
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. 2 reflects
certain revisions to the Registration Statement in response to the comment letter to Mr. Sheikh, the Company’s Chief Executive
Officer, dated December 28, 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. 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-4
filed December 6, 2022

Preservation of the Intended Tax Treatment
of Certain Aspects of the Transactions, page 40

 1. We note your responses to prior comments 10 and 11 regarding the consequences to New CXApp stockholders
should the IRS disallow the tax-free treatment of the spin-off made pursuant to the Reverse Morris Trust.  Either here or in a Q&A,
please clearly indicate whether legacy Inpixon stockholders who will receive New CXApp shares as part of the spin-off and eventually the
business combination with the public SPAC KINS Technology must maintain a 50.1% ownership of New CXApp for at least two years and that
the consequences of the failure to do so could result in a taxable gain to Inpixon that New CXApp may have to indemnify.  Clarify
how, or if, legacy Inpixon stockholders are restricted from selling their shares to prevent their ownership percentage from falling below
50.1%, such as through the lock-up agreements, Class C shares or restrictions or other methods.

Response:
The Company acknowledges the Staff’s comment and has revised the disclosure on pages 42 of Amendment No. 2. We do not
anticipate placing any restrictions on shareholders’ ability to alienate shares in the market. The rules around 355(e) typically
address corporate led or corporate initiated actions such as significant acquisitions – taxable tender offers, tax-free combinations
with other corporations, or public offerings that result in a failure for legacy shareholders to maintain 50.1% following the distribution
rather than resale transactions at the shareholder level by the shareholder. As a result, legacy shareholders will not be subject to transfer
restrictions except the transfer restrictions applicable to the Class C common stock.  In addition, as discussed in our response
to Comment #2 below, even if the IRC Section 355(e) gain is triggered, we do not anticipate any gain.

 2. We note your disclosure on page 92 that Inpixon is currently considering strategic alternatives
that include divesting further portions of its remaining business.  Please disclose in the summary the possible resulting taxable
gain that Inpixon may incur from the spin-off and divestiture of the enterprise application business of Inpixon and that New
CXApp would not indemnify any resulting taxable gain.  Further, clarify that if there is a taxable gain payable by Inpixon whether
the restrictions as to issuances of new equity, mergers and other restricted transactions for two years would no longer apply.

Response:
The Company acknowledges the Staff’s comment and has revised the disclosure on pages 34-35 of Amendment No. 2. Inpixon
has prepared a detailed estimated Section 355(e) gain calculation in order to determine the gain that it could recognize if
it were in fact to effectuate a transaction after the Merger that triggered the Section 355(e) gain. Based on its financial
statements reported as of September 30, 2022, Inpixon estimates that there will not be any Section 355(e) taxable
gain. Although such estimated calculation cannot be finalized until closing, Inpixon does not anticipate any meaningful changes to
the calculation. Even if Inpixon triggered such Section 355(e) gain, KINS and New CXApp would still not be able to engage in
certain transactions for the two year period beginning on the date of Distribution if such transaction places the tax-free status of the
Distribution and the Merger at risk, without first seeking a waiver from Inpixon or obtaining an opinion from a nationally recognized
law firm or accounting firm at a “will” level that such transaction will not adversely impact the intended tax treatment of
the Distribution and the Merger.

Interests of CXApp’s Directors and
Executive Officers in the Merger, page 49

 3. Please disclose the combined beneficial interests of Inpixon and its related parties (including
but not limited to Nadir Ali) in KINS Technology, including indirect ownership through KINS Capital based on their membership interests
in Cardinal Venture Holdings which owns certain interests in KINS Capital.

Response:
The Company acknowledges the Staff’s comment and has revised the disclosure on pages 52 and 172 of Amendment No. 2 to
include additional disclosure regarding the combined beneficial interests of Inpixon and its related parties, including through indirect
ownership.

Unaudited Pro Forma Condensed Combined Financial
Information, page 96

 4. We note you anticipate the Business Combination will be accounted for as a reverse recapitalization.  You
disclosed several reasons why CXApp has been determined to be the accounting acquirer including that CXApp’s management
will comprise the majority of New CXApp.  However, we also note on page 231 that Mr. Khurram P. Sheikh, KINS’ current
Chairman, Chief Executive Officer, and Chief Financial Officer, will serve as the Chairman and Chief Executive Officer of the combined
company.  Additionally, Messrs. Sheikh, Martino, and Eisnor, currently KINS’ directors, have been nominated to serve on
the Combined Company Board.  Please explain to us your consideration of the post-closing composition of the Board and designation
of the Chief Executive Officer when concluding that CXApp, and not KINS Technology Group, is the accounting acquirer. Also,
clarify on page 96 the contemplated composition of the Combined Company’s Board and management.

Response: The Company
acknowledges the Staff’s comment and has revised the disclosure set forth in “—Management of New CXApp After
the Merger” beginning on page 252 of Amendment No. 2. The Company acknowledges the Staff’s comment and respectfully
advises that the Financial Accounting Standards Board (FASB) does not provide a hierarchy to explain how to assess factors that
influence the identification of the acquirer in a business combination, effectively concluding that no single criterion is more
significant than any other; the determination of the accounting acquirer requires an evaluation of all factors in aggregate. When
assessing the composition of management in accordance with Accounting Standards Codification (ASC) 805-10-55-12(d), the Company
considered the entity whose management is able to dominate the management of the combined entity, in addition to the relative number
of executive positions taken by the combining entities’ former management teams and to the roles, responsibilities, and
seniority of those positions. When completing this evaluation, although Mr. Khurram P. Sheikh, KINS’ current Chairman, Chief
Executive Officer, and Chief Financial Officer, will serve as the Chairman and Chief Executive Officer of the combined company; a
new appointment will be made for Chief Financial Officer, upon which Michael Angel has accepted the position as Chief Financial
Officer upon closing of the transaction, and the remaining management team including EVP of Customer Success and Revenue Operations,
Director of Marketing, Chief Product Officer, Chief Technology Officer, Associate General Counsel, Controller, and Vice President of
Human Resources will be continuing management of CXApp. The Company believes this to be a moderate indicator of CXApp being the
accounting acquirer. While it is expected that existing KINS board members will hold three of the five director seats; Inpixon is
nominating the remaining two board members including Ms. Shanti Priya who has significant finance experience and will be the
Chairperson of the Audit Committee. The Company notes, other than Mr. Sheikh, the remaining four of the five directors are
determined to be independent under the listing requirements of Nasdaq upon which two have been nominated by each of KINS and
Inpixon. The Company further considered the proposed class of each of the Board members, as well as the committees each Board member
is anticipated to be a member of. When evaluating all the factors in the aggregate which include CXApp, as a group, will retain a
majority of the outstanding shares of New CXApp as of the closing of the Business Combination, CXApp’s management will
comprise the majority of New CXApp, CXApp represents a significant majority of the assets of New CXApp, and CXApp’s business
will comprise the ongoing operations of New CXApp, it is the Company’s determination that the Business Combination will be
accounted for as a reverse recapitalization.

Transaction Accounting Adjustments to Unaudited
Pro Forma Condensed Combined Balance Sheet, page 103

 5. Explain to us your consideration of providing a pro forma adjustment for the $225,000 loan from the
Sponsor to the Company for each share of Class A common stock that is not redeemed in connection with the stockholder vote to approve
the extension under the Minimum Redemption Scenario.  If deemed a “loan,” please also disclose the repayment
terms in a corresponding note. We note your disclosure on page 32.

Response:
The Company acknowledges the Staff’s comment and respectfully advises that Contribution(s) related to the Extension, will be
made from existing working capital of the Company. In evaluating the need for providing a pro forma adjustment related to a loan from
the Sponsor to the Company, the Company looked to the guidance contained under S-X 11-01(a)(8), which states that a registrant presents
pro forma financial information for “an event or transaction that has occurred or is probable for which disclosure of pro forma
financial information would be material to investors.” As such, since a loan from the Sponsor to the Company related to the Extension
has not occurred and at this time is not probable, the Company has reflected an extension payment made from Company working capital as
a pro forma adjustment in conjunction with redemptions related to the Extension.

Opinion of KNAV P.A., page 153

 6. We reissue prior comment 26 regarding your description of the KNAV fairness opinion, and prior comment
25 with regards to the GV discounted cash flow analysis. Please revise this section to clarify the specific financial information
and projections that were provided to KNAV and to provide detailed support for the ultimate conclusions reached.  For example, provide
an illustrative table that includes the unlevered free cash flow for each period used in the discounted cash flow analyses.  Further,
please identify the other companies used in your comparative analysis to other public companies and provide the metrics used and calculated
for each method.

Response:
The Company acknowledges the Staff’s comment and has revised the disclosure on pages 165-169 and pages 156-159 of Amendment
No. 2 to disclose more details about the KNAV fairness opinion and the GV discounted cash flow analysis, respectively, including
the specific financial information and projections that were provided to KNAV, the comparable companies and free cash flow multiples that
were evaluated, and additional support for the ultimate conclusions reached.

Market Size, page 208

 7. We reissue prior comment 29 regarding your industry and market data.  Please identify the specific
research companies and reports that are used to support your industry and market data.

Response:
The Company acknowledges the Staff’s comment and has revised the disclosure on page 226 of Amendment No. 2 to identify
the research companies and reports that were used to support our industry and market data disclosures.

Key Factors Affecting Design Reactor’s Results of Operations,
page 214

 8. We reissue prior comment 34, as we are unable to locate the changes that are responsive to this comment.
Please provide a more detailed description of your customer base, such as the number of customers from year to year and any concentration in
geographic location, size, or industry.  Additionally please clarify whether your management uses any key metrics to
evaluate customer growth or penetration.

Response:
The Company acknowledges the Staff’s comment and has revised the disclosure on page 234 of Amendment No. 2 to provide
the following description of our customer base and key metrics used by management to evaluate customer growth or penetration, noting that
it has focused on the total number of current customer campuses as opposed to number of customers which management believes to be a more
meaningful metric to understand performance:

Our customer base is currently
operating within approximately 17 different industries, including approximately 24% in software and technology, 24% in healthcare and
20% in retail. Approximately 85% of our customers are headquartered in the United States, however, our products are deployed across more
than 400 customer campuses located in approximately 240 cities and over 55 countries throughout the world.

Our management uses key metrics
such as total revenue growth, recurring and non-recurring revenue, existing customer expansion rates, number of customer campuses (which management
believes is a more meaningful metric to measure performance than total number of customers), and churn rates to measure
customer growth and market penetration. The CXApp carve-out financials show that our revenue has increased from approximately $2.3M for
the twelve months ending December 2021 to approximately $6.4M for the twelve-month period ending December 31, 2022 (which
was primarily attributable to the addition of $4.1 million in revenue as a result of the acquisition of Design Reactor in April of 2021).
Approximately 51% of that revenue was recurring in 2022 and approximately 56% was recurring in 2021. Approximately 4

United States securities and exchange commission logo
December 28, 2022
Khurram P. Sheikh
Chief Executive Officer
KINS Technology Group, Inc.
Four Palo Alto Square, Suite 200
3000 El Camino Real
Palo Alto, CA 94306
Re:KINS Technology Group, Inc.
Amendment No. 1 to Registration Statement on Form S-4
Filed December 6, 2022
File No. 333-267938
Dear Khurram P. Sheikh:
            We have reviewed your amended registration statement and have the following
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 November 18, 2022 letter.
Amendment No. 1 to Registration Statement on Form S-4 filed December 6, 2022
Preservation of the Intended Tax Treatment of Certain Aspects of the Transactions, page 40
1.We note your responses to prior comments 10 and 11 regarding the consequences to New
CXApp stockholders should the IRS disallow the tax-free treatment of the spin-off made
pursuant to the Reverse Morris Trust.  Either here or in a Q&A, please clearly indicate
whether legacy Inpixon stockholders who will receive New CXApp shares as part of the
spin-off and eventually the business combination with the public SPAC KINS Technology
must maintain a 50.1% ownership of New CXApp for at least two years and that the
consequences of the failure to do so could result in a taxable gain to Inpixon that New
CXApp may have to indemnify.  Clarify how, or if, legacy Inpixon stockholders are

 FirstName LastNameKhurram P. Sheikh
 Comapany NameKINS Technology Group, Inc.
 December 28, 2022 Page 2
 FirstName LastName
Khurram P. Sheikh
KINS Technology Group, Inc.
December 28, 2022
Page 2
restricted from selling their shares to prevent their ownership percentage from
falling below 50.1%, such as through the lock-up agreements, Class C shares or
restrictions or other methods.
2.We note your disclosure on page 92 that Inpixon is currently considering strategic
alternatives that include divesting further portions of its remaining business.  Please
disclose in the summary the possible resulting taxable gain that Inpixon may incur
from the spin-off and divestiture of the enterprise application business of Inpixon and
that New CXApp would not indemnify any resulting taxable gain.  Further, clarify that if
there is a taxable gain payable by Inpixon whether the restrictions as to issuances of new
equity, mergers and other restricted transactions for two years would no longer apply.
Interests of CXApp's Directors and Executive Officers in the Merger, page 49
3.Please disclose the combined beneficial interests of Inpixon and its related parties
(including but not limited to Nadir Ali) in KINS Technology, including indirect ownership
through KINS Capital based on their membership interests in Cardinal Venture Holdings
which owns certain interests in KINS Capital.
Unaudited Pro Forma Condensed Combined Financial Information, page 96
4.We note you anticipate the Business Combination will be accounted for as a reverse
recapitalization.  You disclosed several reasons why CXApp has been determined to be
the accounting acquirer including that CXApp’s management will comprise the majority
of New CXApp.  However, we also note on page 231 that Mr. Khurram P. Sheikh, KINS'
current Chairman, Chief Executive Officer, and Chief Financial Officer, will serve as the
Chairman and Chief Executive Officer of the combined company.  Additionally, Messrs.
Sheikh, Martino, and Eisnor, currently KINS' directors, have been nominated to serve on
the Combined Company Board.  Please explain to us your consideration of the post-
closing composition of the Board and designation of the Chief Executive Officer when
concluding that CXApp, and not KINS Technology Group, is the accounting acquirer.
Also, clarify on page 96 the contemplated composition of the Combined Company's
Board and management.
Transaction Accounting Adjustments to Unaudited Pro Forma Condensed Combined Balance
Sheet, page 103
5.Explain to us your consideration of providing a pro forma adjustment for the $225,000
loan from the Sponsor to the Company for each share of Class A common stock that is not
redeemed in connection with the stockholder vote to approve the extension under
the Minimum Redemption Scenario.  If deemed a "loan," please also disclose the
repayment terms in a corresponding note. We note your disclosure on page 32.

 FirstName LastNameKhurram P. Sheikh
 Comapany NameKINS Technology Group, Inc.
 December 28, 2022 Page 3
 FirstName LastName
Khurram P. Sheikh
KINS Technology Group, Inc.
December 28, 2022
Page 3
Opinion of KNAV P.A., page 153
6.We reissue prior comment 26 regarding your description of the KNAV fairness opinion,
and prior comment 25 with regards to the GV discounted cash flow analysis. Please revise
this section to clarify the specific financial information and projections that were provided
to KNAV and to provide detailed support for the ultimate conclusions reached.  For
example, provide an illustrative table that includes the unlevered free cash flow for each
period used in the discounted cash flow analyses.  Further, please identify the other
companies used in your comparative analysis to other public companies and provide the
metrics used and calculated for each method.
Market Size, page 208
7.We reissue prior comment 29 regarding your industry and market data.  Please identify the
specific research companies and reports that are used to support your industry and market
data.
Key Factors Affecting Design Reactor's Results of Operations, page 214
8.We reissue prior comment 34, as we are unable to locate the changes that are responsive
to this comment.  Please provide a more detailed description of your customer base, such
as the number of customers from year to year and any concentration in geographic
location, size, or industry.  Additionally please clarify whether your management uses any
key metrics to evaluate customer growth or penetration.
            You may contact Kathryn Jacobson, Senior Staff Accountant, at (202) 551-3365 or
Robert Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have questions regarding
comments on the financial statements and related matters.  Please contact Edwin Kim, Staff
Attorney, at (202) 551-3297 or Jeff Kauten, Staff Attorney, at (202) 551-3447 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Michael Mies, Esq.

December 9, 2022
Securities and Exchange Commission
100 F Street, N.E. Washington, D.C. 20549
Re:  Registration Statement on Fo rm S-4 (Registration No. 333-267938)
To whom it may concern:
Reference is made to the above-referenced registration statement (the “Registration
Statement”) of KINS Technology Group Inc. (the  “Issuer”) under the Securities Act of 1933, as
amended (the “Securities Act”) with respect to a proposed business combination involving a
merger, consolidation, exchange of securities, acquisition of a ssets, or similar transaction
involving a special purpose acquisition company and one or more target companies (the
“Transaction”). The Registration St atement has not yet been declared  effective as of the date of
this letter.
This letter is to advise you that, effective as of June 9, 2022, our firm has resigned from,
or ceased or refused to act in, every capacity and relationship in which we were described in the
Registration Statement as acting or agreeing to act (including, w ithout limitation, any capacity or
relationship (A) required to be described under Paragraph (5) of  Schedule A or (B) for which
consent is required under Section 7 of the Secu rities Act) with respect to the Transaction.
Therefore, we hereby advise you and the Issu er, pursuant to Section 11(b)(1) of the
Securities Act, that none of our firm, any person who controls it (within the meaning of either
Section 15 of the Securities Act or Section 20 of the Securities Exchange Act of 1934, as
amended) or any of its affilia tes (within the meaning of Rule  405 under the Securities Act) will
be responsible for any part of th e Registration Statement. This no tice is not intended to constitute
an acknowledgment or admission that we have been  or are an underwriter (within the meaning of
Section 2(a)(11) of the Securities Act or the ru les and regulations prom ulgated thereunder) with
respect to the Transaction.
  Sincerely,
UBS Securities LLC
By:
Name: Carlos Alvarez
Title: Managing Director
By:
Name: John Delgado
Title: Director

cc: KINS Technology Group Inc.
Mr. Edwin S. Kim, Staff Attorney

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              December 6, 2022

 BOSTON

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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

United States securities and exchange commission logo
November 23, 2022
Khurram P. Sheikh
Chief Executive Officer
KINS Technology Group, Inc.
Four Palo Alto Square, Suite 200
3000 El Camino Real
Palo Alto, CA 94306
Re:KINS Technology Group, Inc.
Preliminary Proxy Statement on Schedule 14A
Filed November 8, 2022
File No. 001-39642
Dear Khurram P. Sheikh:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Michael J. Mies, Esq.

CORRESP
1
filename1.htm

    DIRECT DIAL

    650-470-3130

    DIRECT FAX

    650-798-6510

    EMAIL ADDRESS

    MICHAEL.MIES@SKADDEN.COM

    Skadden,
Arps, Slate, Meagher & Flom llp

525 University
Avenue

    Palo Alto,
    California 94301

    -----------

    TEL: (650) 470-4500

    FAX: (650) 470-4570

    www.skadden.com

                                                November 22, 2022

    FIRM/AFFILIATE OFFICES

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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.

Preliminary Proxy Statement on Schedule
14A

Filed November 8, 2022

File No. 001-39642

Ladies and Gentlemen:

This letter sets forth the
response of KINS Technology Group, Inc. (the “Company”) to the comment of the staff of the Division of
Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission set forth in your letter dated
November 17, 2022, with respect to the above referenced Preliminary Proxy Statement on Schedule 14A (the “Proxy Statement”).

The text of the Staff’s
comment has been included in this letter for your convenience. We have also set forth the Company’s response immediately below the
text of the comment. Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in the Proxy Statement.

U.S. Securities and Exchange Commission

Division of Corporation Finance

November 22, 2022

Page 2

Preliminary Proxy Statement on Schedule
14A filed November 8, 2022

 1. Staff’s Comment:
With a view toward disclosure, please tell us whether your sponsor is, is controlled by, 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.

 2. Staff’s Comment: Given that the vast majority of Class A stockholders have already
redeemed their shares, please disclose prominently, 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 both the business combination and the request for an extension
of the life of the SPAC pertaining to the proposals within this proxy statement.

Response:
The Company acknowledges the Staff’s comment and intends to include in the definitive proxy statement the following disclosure in
the stockholder letter, and on page 5, page 13, page 27, page 31 and page 32 in the paragraphs relating to the
required vote:

“The Sponsor, in its capacity
as a KINS stockholder, intends to vote the KINS Founder Shares owned by it in favor of each of the proposals. On June 10, 2022, in
connection with the Company’s previous extension, 26,661,910 shares of Class A Common Stock (representing approximately 96.6%
of the then outstanding Class A Common Stock) were tendered for redemption and redeemed, resulting in 938,080 shares of Class A
Common Stock remaining. As a result, Sponsor’s 6,150,000 Founder Shares now represent approximately 78.46% of the total voting power
of the Company. Accordingly, it is expected that the shares of KINS Common Stock held by Sponsor will be sufficient to establish quorum
and to pass each of the Amendment Proposal, the Trust Extension Proposal and the Adjournment Proposal.”

U.S. Securities and Exchange Commission

Division of Corporation Finance

November 22, 2022

Page 3

Please contact me at (650) 470-3130
should you require further information.

    Very truly yours,

    /s/ Michael Mies

cc: Khurram P. Sheikh, CEO KINS Technology Group, Inc.

United States securities and exchange commission logo
November 18, 2022
Khurram P. Sheikh
Chief Executive Officer
KINS Technology Group, Inc.
Four Palo Alto Square, Suite 200
3000 El Camino Real
Palo Alto, CA 94306
Re:KINS Technology Group, Inc.
Registration Statement on Form S-4
Filed October 19, 2022
File No. 333-267938
Dear Khurram P. Sheikh:
            We have reviewed your registration statement and have the following 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.
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.
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 capitilization.
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

 FirstName LastNameKhurram P. Sheikh
 Comapany NameKINS Technology Group, Inc.
 November 18, 2022 Page 2
 FirstName LastName
Khurram P. Sheikh
KINS Technology Group, Inc.
November 18, 2022
Page 2
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.
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.
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.
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.
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.

 FirstName LastNameKhurram P. Sheikh
 Comapany NameKINS Technology Group, Inc.
 November 18, 2022 Page 3
 FirstName LastName
Khurram P. Sheikh
KINS Technology Group, Inc.
November 18, 2022
Page 3
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.
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.
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.
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.
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.
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 may
be 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.

 FirstName LastNameKhurram P. Sheikh
 Comapany NameKINS Technology Group, Inc.
 November 18, 2022 Page 4
 FirstName LastName
Khurram P. Sheikh
KINS Technology Group, Inc.
November 18, 2022
Page 4
14.Please add a risk factor that addresses the substantial amount of public Class A
stockholders that have already redeemed their shares prior to the stockholder vote to
extend the termination date of the SPAC.  Given that many of the remaining stockholders
will be subject to lock-up agreements and may not be able to sell their shares on the
Nasdaq, the public float and trading volume may be very small.  As a result, the trading
price of the Class A common stock may be volatile.
The Sponsor, its investors and its and their affiliates (which include members of the KINS Board
and management) ..., page 66
15.The last sentence in this risk factor indicates that if KINS "is able to complete the Merger,
the KINS Private Placement Warrants...will become worthless."  If true, revise to reflect
that the Private Placement Warrants will become worthless if the merger is not completed.
Unaudited Pro forma Condensed Combined Financial Information
Description of the Merger Agreement, page 90
16.Refer to the assumptions regarding the minimum and maximum redemption scenarios on
page 91 and the table on the pro forma ownership of KINS common stock following the
business combination on page 92.  Please disaggregate in the table on page 92 the
holdings of the Sponsor, BlackRock and related parties (including but not limited to
Inpixon) so that the Sponsor's holdings of KINS Class A common stock are transparent
and align with the descriptions of exchanges of its Class B common stock and certain
forfeitures by Direct Anchor Investors as described in the foregoing assumptions and
explanatory footnotes.
17.Please disclose why the Sponsor is receiving less shares of KINS Class A common stock
in exchange for its Class B common stock under the minimum redemption scenario. Also,
since the holders of Class B shares may exchange their shares into a number of Class A
shares based on the redemption level, depending on whether they are the Sponsor or
Direct Anchor Investors, provide us your analysis as to whether the Class B shares:
•should be classified as a liability under ASC 480-10-25-14.  In this regard, it appears
the Class B shares contain an unconditional obligation to issue a variable number of
shares depending on variations in something other than the fair value of KINS
Technology's equity shares.
•may contain an embedded feature that needs to be bifurcated and accounted for as a
derivative. Refer to ASC 815-15-25-1 and ASC 815-40-15.
18.Refer to footnote (4) on page 92.  Please provide additional context regarding the
circumstances related to the Direct Anchor Investors' forfeiture to Sponsor of
525,000 shares of KINS Class B Common Stock prior to closing.
19.Refer to footnote (5) on page 92.  Please provide historical background information
regarding Inpixon's initial and existing interests in KINS.

 FirstName LastNameKhurram P. Sheikh
 Comapany NameKINS Technology Group, Inc.
 November 18, 2022 Page 5
 FirstName LastName
Khurram P. Sheikh
KINS Technology Group, Inc.
November 18, 2022
Page 5
20.Refer to footnote (6) on page 92.  With a view towards expanded disclosure, please
explain the significance and intended consequence of the provision in the Sponsor's
Agreement that the "total amount of shares of New CXApp Common Stock issued to
CXApp Stockholders (as of immediately after consummation of the Distribution) at the
Closing will exceed the total amount of shares of New CXApp Common Stock issued to
all other parties at the Closing by one share."
Background to the Business Combination, page 127
21.Please provide more details of the circumstance and negotiations surrounding the $10
million cash contribution and why this term was first offered and later accepted.  Further,
please clarify whether there were discussions as to whether the final cash and cash
equivalents balance at the time of the merger would solely be the $10 million cash
contribution or if any of the approximately $5 million of cash as June 30, 2022 would also
stay with the CXApp post-business combination.
Certain Projected Financial Information of the Enterprise Apps Business, page 141
22.On page 142, as part of your disclosure of the projections provided to and relied upon by
KINS and the Board for purposes of its financial analyses, you reference both "actual" and
projected December 31, 2022 revenues, adjusted EBITDA and gross margins.  Please
clarify whether the “actual” financial information is referring to information as of
December 31, 2021.
23.Please identify the specific dollar values of the projected 2022 and 2023 revenues and
adjusted EBITDA.  Additionally, revise to disclose all material assumptions that were
used to formulate the projections, as distinguished from "the key elements" of the
projections.
24.With respect to your reference to a 181% revenue growth rate to $6.3 million, which
appears to refer to the growth rate from fiscal year 2020 to 2021 for revenues, please
clarify whether this growth rate relates to the organic growth rate of the underlying
products of Design Reactor, Inc.  Your MD&A refers to this growth rate related to the
acquisition of the CXApp in the second quarter of 2020.
25.Please provide more details, including specific forecasted unlevered cash flows by year
that was provided by CXApp management, as to how GVS calculated the discounted cash
flows.  Similarly, clarify the EV/Revenue ratio used for the calculation of CXApp’s was
based on 22E and 23E figures, not 20E and 21E for the Selected Companies Analysis.
 Further, we note the comparable companies are significantly larger than Design
Reactor/CXApp.  Provide supplemental disclosure addressing any risk that the use of this
sample of comparable companies may result in an inflated or overstated valuation.

 FirstName LastNameKhurram P. Sheikh
 Comapany NameKINS Technology Group, Inc.
 November 18, 2022 Page 6
 FirstName LastName
Khurram P. Sheikh
KINS Technology Group, Inc.
November 18, 2022
Page 6
Opinion of KNAV P.A., page 144
26.We note that the description of the KNAV fairness opinion generally provides a list of
what information the financial advisor considered, but does not provide detail of the
methodology used to make this determination.  Please revise this section to clarify the
specific financial information and projections that were provided to KNAV and to provide
detailed support for the ultimate conclusions reached, including the methods used.
Security Ownership of Certain Beneficial Owners and Management, page 187
27.Please disclose the natural person(s) that hold investment and/or voting power over the
voting securities beneficially owned by the 5% stockholders.
28.For your post-business combination beneficial ownership table, we note that you indicate
that it includes ordinary shares that are exercisable within 60 days of October 14, 2022
and underlying your public or private warrants. Please revise these figures to the most
recent date practicable and clarify whether the KINS Capital LLC and BlackRock
warrants are included in these totals.
Product Roadmap and Enhancements, page 195
29.The features listed in this section appear to be prospective in nature.  Please clarify the
timing of when you believe they will be available, or if they will be available within the
next 12 months.  Further, clarify whether you have sufficient funds to develop these
features or clarify the amount of funding that is necessary to development them.
Market Size, page 197
30.Please disclose the sources of your industry statistics on page 197.  We note you refer to
“research analysts,” but do not identify any of them here or on page 6.  Further, it is not
clear if you are referring to an industry research entity or research analysts for the
securities industry.  If it is the latter, please clarify the source of where the research
analyst obtained

CORRESP
1
filename1.htm

UBS Securities LLC

1285 Avenue of the Americas

New York, New York 10019

Stifel, Nicolaus & Company, Incorporated

1 South Street, 15th Floor

Baltimore, Maryland 21202

BTIG, LLC

65 E 55th Street

New
York, New York 10022

As Representatives of the several Underwriters

December 10, 2020

VIA EDGAR

Heather Clark

Division of Corporation Finance

Office of Manufacturing

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

 Re: KINS Technology Group Inc. (the “Company”)

Registration Statement on Form
S-1 (Registration No. 333-249177)

Ladies and Gentlemen:

In accordance with Rule 461 of the General Rules and
Regulations under the Securities Act of 1933, as amended (the “Securities Act”), the undersigned hereby joins the request
of KINS Technology Group Inc. that the effectiveness for the above-captioned Registration Statement on Form S-1 (as amended through
the date hereof) filed under the Securities Act be accelerated by the Securities and Exchange Commission (the “Commission”)
to 4:00 p.m. Eastern Time, on December 14, 2020, or as soon thereafter as practicable, or at such other time as the Company or
its outside counsel, Skadden, Arps, Slate, Meagher & Flom LLP, request by telephone that such Registration Statement be declared
effective.

Pursuant to
Rule 460 of the General Rules and Regulations under the Act, please be advised that we expect to distribute approximately 1,513
copies of the preliminary prospectus dated December 10,
2020 (the “Preliminary Prospectus”) between the date hereof and December 14, 2020 to prospective underwriters, dealers, institutional investors and others.

We, the undersigned, as representative of the several
underwriters, have complied and will comply, and we have been informed by the participating underwriters that they have complied
and will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

[Signature
Page Follows]

Very truly yours,

UBS SECURITIES LLC

    By:
    /s/ Thomas Schadewald

    Name: Thomas Schadewald

    Title: Director

    By:
    /s/ Robert C. Gerbo

    Name: Robert C. Gerbo

    Title: Associate Director

Very truly yours,

STIFEL, NICOLAUS & COMPANY, INCORPORATED

    By:
    /s/ Craig DeDomenico

    Name: Craig DeDomenico

    Title: Managing Director

Very truly yours,

BTIG, LLC

    By:
    /s/ Joseph Passaro

    Name: Joseph Passaro

    Title: Managing Director

CORRESP
1
filename1.htm

KINS TECHNOLOGY GROUP INC.

Four Palo Alto Square, Suite 200

3000 El Camino Real

Palo Alto, CA 94306

December 10, 2020

VIA EMAIL & EDGAR

Heather Clark

Division of Corporation Finance

Office of Manufacturing

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

 Re: KINS Technology Group Inc. (the “Company”)

Registration Statement on Form S-1 (Registration
No. 333-249177)

Dear Ms. Clark:

Pursuant to Rule 461(a) of the General Rules
and Regulations under the Securities Act of 1933, as amended, we respectfully request that the effective date of the Company’s
Registration Statement on Form S-1, as amended (File No. 333-249177) be accelerated by the Securities and Exchange Commission to
4:00 p.m. Washington D.C. time on December 14, 2020 or as soon as practicable thereafter.

We request that we be notified of such effectiveness
by a telephone call to Michael Mies of Skadden, Arps, Slate, Meagher & Flom LLP at (650) 470-3130 and that such effectiveness
also be confirmed in writing.

    Very truly yours,

    KINS Technology Group Inc.

    By:
    /s/ Khurram P. Sheikh

    Name:
    Khurram P. Sheikh

    Title:
    Chief Executive Officer and Chief

                    Financial Officer

 cc: Skadden, Arps, Slate, Meagher & Flom LLP

Gregg Noel and Michael Mies

 cc: Ropes & Gray LLP

Paul Tropp and Rachel Phillips

CORRESP
1
filename1.htm

VIA EDGAR

Heather Clark

Division of Corporation Finance

Office of Manufacturing

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

 RE: KINS Technology Group Inc.

Amendment No. 2 to Registration
Statement on Form S-1

Filed December 8, 2020

File No. 333-249177

Dear Ms. Clark:

Set forth below is the response of KINS
Technology Group Inc. (the “Company”, “we,” “us” or “our”) to the comment received
from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the
 “Commission”) by letter dated December 9, 2020, with respect to Amendment No. 2 to Registration Statement on Form S-1,
File No. 333-249177, filed with the Commission on December 8, 2020 (the “Registration Statement”). Concurrently with
the submission of this letter, we are filing Amendment No. 3 to the Registration Statement (the “Amendment”).

For your convenience, the response is prefaced
by the exact text of the Staff’s corresponding comment in bold, italicized text. All references to page numbers and captions
correspond to the Amendment unless otherwise specified.

U.S. Securities and Exchange Commission

December 10, 2020

Page 2

Amendment No. 2 to Registration Statement on Form
S-1 filed December 8, 2020

1. We note that the form of warrant agreement
filed as exhibit 4.4 provides that any action, proceeding, or claim arising out of or relating in any way to the agreement shall
be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of
New York, and that the company irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. We also note that
the company waives any objection to such “exclusive jurisdiction.” If this provision requires investors in this offering
to bring any such action, proceeding, or claim in the courts of the State of New York or the United States District Court for the
Southern District of New York, please disclose such provision in your registration statement, and disclose whether this provision
applies to actions arising under the Securities Act or Exchange Act. If the provision applies to actions arising under the Securities
Act or Exchange Act, please also add related risk factor disclosure. If this provision does not apply to actions arising under
the Securities Act, please also ensure that the provision in the warrant agreement states this clearly.

RESPONSE: The Company advises to Staff that
it included responsive disclosures on pages 78-79 and page 153 of the Amendment.

The Company advises the Staff that the Company’s
Form of Warrant Agreement, included as Exhibit 4.4 of the Amendment, will clearly state that the exclusive forum provision
does apply to actions arising under the Securities Act.

*   *   *

Please contact me at (650) 470-4540 should you require
further information.

    Very truly yours,

    /s/ Gregg Noel

    Gregg Noel

    cc:
    KINS Technology Group Inc.

    Khurram P. Sheikh

    cc:
    Ropes & Gray LLP

    Paul D. Tropp and Rachel D. Phillips

United States securities and exchange commission logo
December 9, 2020
Khurram P. Sheikh
Chief Executive Officer
KINS Technology Group Inc.
Four Palo Alto Square, Suite 200
3000 El Camino Real
Palo Alto, CA 94306
Re:KINS Technology Group Inc.
Amendment No. 2 to Registration Statement on Form S-1
Filed December 8, 2020
File No. 333-249177
Dear Mr. Sheikh:
            We have reviewed your amended registration statement and have the following
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.
Amendment No. 2 to Registration Statement on Form S-1 filed December 8, 2020
Exhibits
1.We note that the form of warrant agreement filed as exhibit 4.4 provides that any action,
proceeding, or claim arising out of or relating in any way to the agreement shall be
brought and enforced in the courts of the State of New York or the United States District
Court for the Southern District of New York, and that the company irrevocably submits to
such jurisdiction, which jurisdiction shall be exclusive. We also note that the company
waives any objection to such “exclusive jurisdiction.” If this provision requires investors
in this offering to bring any such action, proceeding, or claim in the courts of the State of
New York or the United States District Court for the Southern District of New York,
please disclose such provision in your registration statement, and disclose whether this

 FirstName LastNameKhurram P. Sheikh
 Comapany NameKINS Technology Group Inc.
 December 9, 2020 Page 2
 FirstName LastName
Khurram P. Sheikh
KINS Technology Group Inc.
December 9, 2020
Page 2
provision applies to actions arising under the Securities Act or Exchange Act. If the
provision applies to actions arising under the Securities Act or Exchange Act, please also
add related risk factor disclosure. If this provision does not apply to actions arising under
the Securities Act, please also ensure that the provision in the warrant agreement states
this clearly.
            You may contact Heather Clark, Staff Accountant, at 202-551-3624 or Jean Yu, Senior
Accountant, at 202-551-3305 if you have questions regarding comments on the financial
statements and related matters.  Please contact Thomas Jones, Staff Attorney, at 202-551-3602 or
Sherry Haywood, Staff Attorney, at 202-551-3345 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Gregg A.Noel, Esq.

CORRESP
1
filename1.htm

UBS Securities LLC

1285 Avenue of the Americas

New York, New York 10019

Stifel, Nicolaus & Company, Incorporated

1 South Street, 15th Floor

Baltimore, Maryland 21202

As Representatives of the several Underwriters

October 21, 2020

VIA EDGAR

Heather Clark

Division of Corporation Finance

Office of Manufacturing

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

 Re: KINS Technology Group Inc. (the “Company”)

Registration Statement on Form
S-1 (Registration No. 333-249177)

Ladies and Gentlemen:

UBS Securities LLC and Stifel, Nicolaus & Company,
Incorporated (the “Underwriters”) hereby respectfully request that the Securities and Exchange Commission (the “Commission”)
withdraw the Underwriters’ acceleration request for the Company’s Registration Statement on Form S-1 requesting effectiveness
at 4:00 p.m. Eastern time on October 22, 2020, or as soon thereafter as practicable.

[Signature
Page Follows]

Very truly yours,

    UBS
    SECURITIES LLC

    By:
    /s/
    Thomas Schadewald

    Name:

    Thomas Schadewald

    Title:
Director

    By:
    /s/
    Robert C. Gerbo

    Name:
Robert C. Gerbo

    Title:
Associate Director

[Signature Page to Withdrawal of Acceleration
Request Letter]

Very truly yours,

    STIFEL, NICOLAUS
    & COMPANY, INCORPORATED

    By:
    /s/
    Craig DeDomenico

    Name: Craig DeDomenico

    Title: Managing Director

[Signature Page to Withdrawal of Acceleration
Request Letter]

CORRESP
1
filename1.htm

KINS TECHNOLOGY GROUP INC.

Four Palo Alto Square, Suite 200

3000 El Camino Real

Palo Alto, CA 94306

October 21, 2020

VIA EMAIL & EDGAR

Heather Clark

Division of Corporation Finance

Office of Manufacturing

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

 Re: KINS Technology Group Inc. (the “Company”)

Registration Statement on Form S-1 (Registration
No. 333-249177)

Dear Ms. Clark:

The Company hereby withdraws its prior acceleration
request, dated October 20, 2020, with respect to its Registration Statement on Form S-1, as amended (File No. 333-249177).

Please contact Michael Mies of Skadden,
Arps, Slate, Meagher & Flom LLP at (650) 470-3130 should you require further information.

    Very truly
    yours,

    KINS Technology
    Group Inc.

    By:
    /s/ Khurram
    P. Sheikh

    Name:
    Khurram P. Sheikh

    Title:
    Chief Executive Officer
    and Chief Financial Officer

 cc: Skadden, Arps, Slate, Meagher & Flom LLP

Gregg Noel and Michael Mies

 cc: Ropes & Gray LLP

Paul Tropp and Rachel Phillips

CORRESP
1
filename1.htm

UBS Securities LLC

1285 Avenue of the Americas

New York, New York 10019

Stifel, Nicolaus & Company, Incorporated

1 South Street, 15th Floor

Baltimore, Maryland 21202

As Representatives of the several Underwriters

October 20, 2020

VIA EMAIL & EDGAR

Heather Clark

Division of Corporation Finance

Office of Manufacturing

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

 Re: KINS Technology Group Inc. (the “Company”)

Registration Statement on Form
S-1 (Registration No. 333-249177)

Ladies and Gentlemen:

In accordance with Rule 461 of the General Rules and
Regulations under the Securities Act of 1933, as amended (the “Securities Act”), the undersigned hereby joins the request
of KINS Technology Group Inc. that the effectiveness for the above-captioned Registration Statement on Form S-1 (as amended through
the date hereof) filed under the Securities Act be accelerated by the Securities and Exchange Commission (the “Commission”)
to 4:00 p.m. Eastern Time, on October 22, 2020, or as soon thereafter as practicable, or at such other time as the Company or
its outside counsel, Skadden, Arps, Slate, Meagher & Flom LLP, request by telephone that such Registration Statement be declared
effective.

Pursuant to
Rule 460 of the General Rules and Regulations under the Act, please be advised that we expect to distribute approximately 1,363
copies of the preliminary prospectus dated October 14,
2020 (the “Preliminary Prospectus”) between the date hereof and October 22, 2020 to prospective underwriters, dealers, institutional investors and others.

We, the undersigned, as representative of the several
underwriters, have complied and will comply, and we have been informed by the participating underwriters that they have complied
and will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

[Signature
Page Follows]

Very truly yours,

UBS SECURITIES LLC

    By:
    /s/ Thomas Schadewald

    Name: Thomas Schadewald

    Title: Director

    By:
    /s/ Robert C. Gerbo

    Name: Robert C. Gerbo

    Title: Associate Director

Very truly yours,

STIFEL, NICOLAUS & COMPANY, INCORPORATED

    By:
    /s/ Craig DeDomenico

    Name: Craig DeDomenico

    Title: Managing Director

CORRESP
1
filename1.htm

KINS TECHNOLOGY GROUP INC.

Four Palo Alto Square, Suite 200

3000 El Camino Real

Palo Alto, CA 94306

October 20, 2020

VIA EMAIL & EDGAR

Heather Clark

Division of Corporation Finance

Office of Manufacturing

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

 Re: KINS Technology Group Inc. (the “Company”)

Registration Statement on Form S-1 (Registration
No. 333-249177)

Dear Ms. Clark:

Pursuant to Rule 461(a) of the General Rules
and Regulations under the Securities Act of 1933, as amended, we respectfully request that the effective date of the Company’s
Registration Statement on Form S-1, as amended (File No. 333-249177) be accelerated by the Securities and Exchange Commission to
4:00 p.m. Washington D.C. time on October 22, 2020 or as soon as practicable thereafter.

We request that we be notified of such effectiveness
by a telephone call to Michael Mies of Skadden, Arps, Slate, Meagher & Flom LLP at (650) 470-3130 and that such effectiveness
also be confirmed in writing.

    Very truly yours,

    KINS Technology Group Inc.

    By:
    /s/ Khurram P. Sheikh

    Name:
    Khurram P. Sheikh

    Title:
    Chief Executive Officer and Chief

                    Financial Officer

 cc: Skadden, Arps, Slate, Meagher & Flom LLP

Gregg Noel and Michael Mies

 cc: Ropes & Gray LLP

Paul Tropp and Rachel Phillips

CORRESP
1
filename1.htm

Skadden,
Arps, Slate, Meagher & Flom llp

                                                                  DIRECT DIAL

(650) 470-4540

DIRECT FAX

(213) 621-5234

EMAIL ADDRESS

Gregg.Noel@SKADDEN.COM

    525 University Avenue

Palo
Alto, California 94301

________

TEL: (650) 470-4500

FAX: (650) 470-4570

www.skadden.com

 September 30, 2020

        FIRM/AFFILIATE

        OFFICES

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        VIA EDGAR

        Heather Clark

        Division of Corporation Finance

        Office of Manufacturing

        U.S. Securities and Exchange Commission

        100 F Street, NE

        Washington, D.C. 20549

    RE:
    KINS Technology Group Inc.

    Registration Statement on Form S-1

    Submitted August 14, 2020

    CIK No. 0001820875

Dear Ms. Clark:

Set forth below is the response of KINS
Technology Group Inc. (the “Company”, “we,” “us” or “our”) to the comment received
from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the
 “Commission”) by letter dated September 10, 2020, with respect to the Draft Registration Statement on Form S-1, CIK
No. 0001820875, confidentially submitted to the Commission on August 14, 2020 (the “Registration Statement”). Concurrently
with the submission of this letter, we are confidentially submitting Amendment No. 1 to the Registration Statement (the “Amendment”).

For your convenience, each response is prefaced
by the exact text of the Staff’s corresponding comment in bold, italicized text. All references to page numbers and captions
correspond to the Amendment unless otherwise specified.

U.S. Securities and Exchange Commission

September 30, 2020

Page 2

Draft Registration Statement on Form S-1 submitted
August 14, 2020

Our certificate of incorporation will require . . ., page 73

1. We note your disclosure that the exclusive
forum provision in your certificate of incorporation will not apply to suits brought to enforce a duty or liability created by
the Securities Act, the Exchange Act or any other claim for which federal courts have exclusive jurisdiction. Please revise your
disclosure to state that investors will not be deemed to have waived the company’s compliance with the federal securities
laws and the rules and regulations thereunder. Your certificate of incorporation, filed as Exhibit 3.1, does not reference either
Act. If the exclusive forum provision does not apply to actions arising under the Securities Act or Exchange Act, please ensure
that the exclusive forum provision in the governing documents states this clearly, or tell us how you will inform investors in
future filings that the provision does not apply to any actions arising under the Securities Act or Exchange Act.

RESPONSE: The Company advises to Staff that
it included responsive disclosures on page 73 of the Amendment.

The Company advises the Staff that the Company’s
Form of Amended and Restated Certificate of Incorporation, included as Exhibit 3.3 of the Amendment, will clearly state
that the exclusive forum provision does not apply to actions arising under the Securities Act or Exchange Act.

*     *
  *

Please contact me at (650) 470-4540 should you require
further information.

    Very truly yours,

    /s/ Gregg Noel

    Gregg Noel

 cc: KINS Technology Group Inc.

Khurram P. Sheikh

 cc: Ropes & Gray LLP

Paul D. Tropp and Rachel D. Phillips

United States securities and exchange commission logo
September 10, 2020
Khurram P. Sheikh
Chief Executive Officer
KINS Technology Group Inc.
Four Palo Alto Square, Suite 200
3000 El Camino Real
Palo Alto, CA 94306
Re:KINS Technology Group Inc.
Draft Registration Statement on Form S-1
Submitted August 14, 2020
CIK No. 0001820875
Dear Mr. Sheikh:
            We have reviewed your draft registration statement and have the following 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 providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  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 the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1 submitted August 14, 2020
Our certificate of incorporation will require . . ., page 73
1.We note your disclosure that the exclusive forum provision in your certificate of
incorporation will not apply to suits brought to enforce a duty or liability created by the
Securities Act, the Exchange Act or any other claim for which federal courts have
exclusive jurisdiction. Please revise your disclosure to state that investors will not be
deemed to have waived the company’s compliance with the federal securities laws and the
rules and regulations thereunder. Your certificate of incorporation, filed as Exhibit 3.1,
does not reference either Act. If the exclusive forum provision does not apply to actions
arising under the Securities Act or Exchange Act, please ensure that the exclusive forum

 FirstName LastNameKhurram P. Sheikh
 Comapany NameKINS Technology Group Inc.
 September 10, 2020 Page 2
 FirstName LastName
Khurram P. Sheikh
KINS Technology Group Inc.
September 10, 2020
Page 2
provision in the governing documents states this clearly, or tell us how you will inform
investors in future filings that the provision does not apply to any actions arising under the
Securities Act or Exchange Act.
            You may contact Heather Clark, Staff Accountant, at 202-551-3624 or Jean Yu, Assistant
Chief Accountant, at 202-551-3305 if you have questions regarding comments on the financial
statements and related matters.  Please contact Thomas Jones, Staff Attorney, at 202-551-3602 or
Sherry Haywood, Staff Attorney, at 202-551-3345 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Gregg A.Noel, Esq.