KINS Technology Group Inc (NASDAQ: KINZ) (“KINS”),
a special purpose acquisition corporation sponsored by KINS Capital
LLC, announced the execution of an agreement and plan of merger the
(“Merger Agreement”) pursuant to which it will acquire a
leading-edge workplace experience application business from
Inpixon (NASDAQ: INPX). The transaction will be
structured as a business combination with Inpixon’s wholly owned
subsidiary,
CXApp Holdings Corp (“CXApp”) and is
anticipated to result in Inpixon shareholders receiving shares of
KINS capital stock valued at approximately $69 million (the
“Business Combination”). The transaction has been approved by each
of the Board of Directors of KINS, CXApp and Inpixon and is
expected to be consummated in the fourth quarter of 2022, subject
to regulatory and stockholder approval by the stockholders of KINZ
and the satisfaction of certain other customary closing conditions.
The CXApp platform offers a suite of workplace
experience solutions including an enterprise workplace application,
events platform, indoor mapping and augmented reality technologies,
targeting the emerging hybrid workplace market to provide enhanced
experiences across people, places, and things.
Upon the closing of the Business Combination,
the combined company is expected to operate under the name CXApp
Inc. and remain a NASDAQ-listed public company trading under a new
ticker symbol.
Mr. Khurram Sheikh, Chairman and Chief Executive
Officer of KINS, said, “CXApp is a “category-maker” company that
has developed the most engaging application for the hybrid
workplace market, and we look forward to consummating this
transaction. We believe that with its unique value proposition and
technology leadership CXApp is well-positioned for substantial
growth. We view the transaction valuation as highly attractive to
investors. We believe that through our merger, coupled with the
KINS team’s background in successfully building businesses, it has
the potential to create significant value for stockholders over
time.” The description of the Business Combination
contained herein is only a summary and is qualified in its entirety
by reference to the Merger Agreement relating to the transaction.
For additional information, see KINS’s Current Report on Form 8-K,
which will be filed promptly and can be obtained at the website of
the U.S. Securities and Exchange Commission (“SEC”)
at www.sec.gov.
Advisors
Skadden, Arps, Slate, Meagher and Flom LLP is
serving as legal advisor to KINS and Mitchell Silberberg and Knupp
LLP is acting as legal advisor to CXApp.
About CXApp Holding Inc
CXApp is a wholly owned subsidiary of
Inpixon® (Nasdaq: INPX), the innovator of Indoor
Intelligence®, delivering actionable insights for people, places
and things. Combining the power of mapping, positioning and
analytics, Inpixon helps to create smarter, safer, and more secure
environments. The company's Indoor Intelligence and mobile app
solutions are leveraged by a multitude of industries to optimize
operations, increase productivity, and enhance safety. Inpixon
customers can take advantage of industry leading location
awareness, RTLS, workplace and hybrid event solutions, analytics,
sensor fusion, IIoT and the IoT to create exceptional experiences
and to do good with indoor data.
About KINS Technology Group
KINS Technology Group Inc is a blank check company formed as a
Delaware corporation for the purpose of effecting a merger, capital
stock exchange, asset acquisition, stock purchase, reorganization,
or similar business combination with one or more businesses. KINS
Technology Group is focused on identifying and acquiring
transformative technology businesses that are shaping the digital
future and creating a new paradigm of communications and
computing.
The five pillars of this new paradigm are next generation
connectivity, open software, edge-cloud computing, predictive data
analytics (AI), and immersive media technologies. We believe the
world is at an inflection point and these technologies are
accelerating digital transformation across all vertical market
segments including IT, industrial, transportation, smart
infrastructure, healthcare, education, agriculture, and
entertainment.
Forward Looking Statements
This press release includes forward-looking
statements that involve risks and uncertainties. Forward-looking
statements are statements that are not historical facts and may be
accompanied by words that convey projected future events or
outcomes, such as “believe,” “may,” “will,” “estimate,” “continue,”
“anticipate,” “design,” “intend,” “expect,” “could,” “plan,”
“potential,” “predict,” “seek,” “target,” “aim,” “plan,” “project,”
“forecast,” “should,” “would,” or variations of such words or by
expressions of similar meaning. Such forward-looking statements,
including statements regarding anticipated financial and
operational results, projections of market opportunity and
expectations, the estimated post-transaction enterprise value, the
advantages and expected growth of the combined company, the cash
position of the combined company following closing, the ability of
CXApp and KINS to consummate the proposed Business Combination
Agreement and the timing of such consummation, are subject to risks
and uncertainties, which could cause actual results to differ from
the forward-looking statements. Important factors that could cause
the combined company’s actual results or outcomes to differ
materially from those discussed in the forward-looking statements
include: CXApp’s limited operating history; CXApp’s ability to
manage growth; CXApp’s ability to execute its business plan;
CXApp’s estimates of the size of the markets for its business;
CXApp’s ability to identify and integrate acquisitions; general
economic and market conditions impacting demand for CXApp’s
products and services; the inability to complete the proposed
transactions; the inability to recognize the anticipated benefits
of the proposed transactions, which may be affected by, among other
things, the amount of cash available following any redemptions of
Class A common stock of KINS by its public stockholders; the
ability to meet Nasdaq’s listing standards following the
consummation of the proposed transactions; costs related to the
proposed transactions; and such other risks and uncertainties as
are discussed in the proxy statement to be filed relating to the
Business Combination Agreement. Other factors include the
possibility that the proposed business combination does not close,
including due to the failure to receive required security holder
approvals, or the failure of other closing conditions.
Each of CXApp and KINS expressly disclaims any
obligations or undertaking to release publicly any updates or
revisions to any forward-looking statements contained herein to
reflect any change in CXApp’s or KINS’s expectations with respect
thereto or any change in events, conditions or circumstances on
which any statement is based, except as required by law.
No Offer or Solicitation
This press release shall not constitute a proxy
statement or solicitation of a proxy, consent or authorization with
respect to any securities or in respect of the Proposed Business
Combination. This press release does not constitute an offer to
sell or the solicitation of an offer to buy any securities, or a
solicitation of any vote or approval, nor shall there be any sale
of securities in any jurisdiction in which such offer, solicitation
or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. No offer of
securities shall be made except by means of a prospectus meeting
the requirements of the Securities Act of 1933, as
amended.
Additional Information and Where to Find
It
In connection with the Transactions described
herein, KINS intends to file relevant materials with the SEC,
including a registration statement on Form S-4, which will include
a proxy statement/prospectus. The proxy statement/prospectus will
be sent to all KINS stockholders. KINS will also file other
documents regarding the proposed transactions with the SEC. Before
making any voting or investment decision, investors and security
holders of KINS are urged to read the registration statement, the
proxy statement/prospectus and all other relevant documents filed
or that will be filed with the SEC in connection with the proposed
transactions as they become available because they will contain
important information about the proposed transactions.
Investors and security holders will be able to
obtain free copies of the proxy statement/prospectus and all other
relevant documents filed or that will be filed with the SEC by KINS
through the website maintained by the SEC at www.sec.gov. In
addition, the documents filed by KINS may be obtained free of
charge from KINS’s website at www.kins-tech.com or by written
request to KINS at KINS Technology Group Inc., Four Palo Alto
Square, Suite 200, 3000 El Camino Real, Palo Alto, CA 94306.
Participants in the
Solicitation
KINS and CXApp and their respective directors
and executive officers, under SEC rules, may be deemed to be
participants in the solicitation of proxies of KINS’ shareholders
in connection with the business combination. Investors and security
holders may obtain more detailed information regarding the names
and interests in the business combination of KINS’ directors and
officers in KINS’ filings with the SEC, including KINS’ Annual
Report on Form 10-K for the fiscal year ended December 31, 2021
filed with the SEC on March 30, 2022. To the extent that holdings
of KINS’s securities have changed from the amounts reported in
KINS’s Annual Report on Form 10-K, such changes have been or will
be reflected on Statements of Changes in Beneficial Ownership on
Form 4 filed with the SEC. Information regarding the persons who
may, under SEC rules, be deemed participants in the solicitation of
proxies to KINS’s shareholders in connection with the business
combination will be set forth in the proxy statement/prospectus
filed as part of the Registration Statement on Form S-4 for the
business combination, which is expected to be filed by KINS with
the SEC. You may obtain free copies of these documents as described
in the preceding paragraph.
For investor and media inquiries, please
contact:
KINS Technology Group Inc3000 El Camino Real
Four Palo Alto Square, Suite 200Attn: Khurram P.
Sheikhkhurram@kins-tech.com
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