Form 4/A for CXAI CXApp Inc.
Accepted 2023-03-17 00:00:00 ET · period of report 2023-03-14 · accession 0001104659-23-033970 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DA | 2023-03-17 | 2023-03-14 | CXAI | Cardinal Venture Holdings LLC | 10% | A - Grant | — | +6.65M | 6.65M | New | — |
| DA | 2023-03-17 | 2023-03-14 | CXAI | Cardinal Venture Holdings LLC | 10% | A - Grant | — | +9.10M | 9.10M | New | — |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Class A Common Stock | 2023-03-14 | A | A | 6,652,776 | — | 6,652,776 | D | — | — | (F2) The Form 4 filed on March 16, 2023 inadvertently reported an incorrect number of shares of KINS Class A Common Stock the reporting person beneficially owns. (F1) On March 14, 2023 (the "Closing Date"), pursuant to the Agreement and Plan of Merger, dated September 25, 2022 (the "Merger Agreement"), by and among KINS Technology Group Inc. ("KINS"), KINS Merger Sub Inc. ("Merger Sub"), Inpixon and CXApp Holding Corp. ("CXApp"), Merger Sub merged with and into CXApp (the "Merger"), with CXApp surviving the Merger as a wholly-owned subsidiary of KINS. Following the Merger, KINS changed its name to CXApp Inc. On the Closing Date, in connection with the Merger and pursuant to the Sponsor Support Agreement, dated September 25, 2022, by and among KINS, Inpixon, CXApp and KINS Capital LLC (the "Sponsor"), the Sponsor was issued 6,652,776 shares of Class A common stock, par value $0.0001 per share, of KINS ("KINS Class A Common Stock") in exchange for 6,150,000 shares of Class B common stock, par value $0.0001 per share, of KINS ("KINS Class B Common Stock"). (F3) The Sponsor, in whose name the securities reported herein are held, is managed by its managing member, Cardinal Venture Holdings LLC. The managing member of Cardinal Venture Holdings LLC is Khurram P. Sheikh. Each of Cardinal Venture Holdings LLC and Mr. Sheikh may be deemed a beneficial owner of shares held by the Sponsor but each disclaims beneficial ownership of any such shares except to the extent of its or his respective pecuniary interest therein. |
| 2 | Derivative | Private Placement Warrants | 2023-03-14 | A | A | 9,103,528 | — | 9,103,528 | D | $11.50 · — to — | 9,103,528 Class A Common Stock | (F5) The Form 4 filed on March 16, 2023 inadvertently reported an incorrect number of private placement warrants the reporting person beneficially owns. (F4) Private placement warrants were acquired by the Sponsor upon consummation of KINS's initial public offering on December 17, 2020 at a purchase price of $1.00 per warrant, with each warrant exercisable for one share of KINS Class A Common Stock. The private placement warrants will become exercisable 30 days after the Closing Date and expire five years after the Closing Date. (F3) The Sponsor, in whose name the securities reported herein are held, is managed by its managing member, Cardinal Venture Holdings LLC. The managing member of Cardinal Venture Holdings LLC is Khurram P. Sheikh. Each of Cardinal Venture Holdings LLC and Mr. Sheikh may be deemed a beneficial owner of shares held by the Sponsor but each disclaims beneficial ownership of any such shares except to the extent of its or his respective pecuniary interest therein. |