UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under
the Securities Exchange Act of 1934
(Amendment No. )*
CXApp Inc.
(Name of Issuer)
Class A Common Stock, par value $0.0001
(Title of Class of Securities)
23248B109
(CUSIP Number)
August 25, 2023
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ☐ | Rule 13d-1(b) |
| ☒ | Rule 13d-1(c) |
| ☐ | Rule 13d-1(d) |
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 23248B109 | ||
| 1. | Names
of Reporting Persons Inpixon | |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | ☐ | |
| (b) | ☐ | |
| 3. | SEC Use Only | |
| 4. | Citizenship
or Place of Organization State of Nevada | |
| Number
of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole
Voting Power 1,044,938 (1)(2) |
| 6. | Shared
Voting Power -0- | |
| 7. | Sole
Dispositive Power 1,044,938 (1)(2) | |
| 8. | Shared
Dispositive Power -0- |
| 9. | Aggregate
Amount Beneficially Owned by Each Reporting Person 1,044,938 (1)(2) |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐ |
| 11. | Percent
of Class Represented by Amount in Row (9) 9.8% (1)(2) |
| 12. | Type
of Reporting Person (See Instructions) OO |
| (1) | Represents 1,044,938 shares of Class A common stock of CXApp Inc. (the “Issuer”), par value $0.0001 per share (the “Class A common stock”), issuable upon the exercise of the Issuer’s private warrants (the “Warrants”), which were distributed to Inpixon in connection with the distribution by KINS Capital LLC to its members on August 25, 2023. The Warrants were acquired in connection with a distribution by Cardinal Venture Holdings LLC (“CVH”) to its members. CVH is a member of KINS Capital LLC. Inpixon may be deemed to control and have voting and investment power over these securities. This amount excludes 1,455,062 shares of Class A common stock underlying the Warrants held by Inpixon that are subject to a 9.8% beneficial ownership limitation pursuant to the terms of such Warrants. Such Warrants may not be exercised to the extent that the holder or any of its affiliates would beneficially own in excess of 9.8% of the number of shares outstanding (as calculated in accordance with Section 13(d) of the Exchange Act). |
| (2) | Calculated based on 9,617,699 shares of Class A common stock issued and outstanding as of August 14, 2023, as set forth in the Issuer’s Quarterly Report on Form 10-Q filed on August 14, 2023. |
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Explanatory Note:
This statement on Schedule 13G (“Schedule 13G”) is filed with respect to the Issuer’s Class A common stock. On March 14, 2023, KINS (as defined in Item 1(a) below) consummated the business combination (the “Business Combination”) contemplated by that certain Agreement and Plan of Merger, dated as of September 25, 2022, by and among KINS, KINS Merger Sub, Inc., a Delaware corporation and direct wholly-owned subsidiary of KINS, CXApp Holding Corp., a Delaware corporation (“Legacy CXApp”) and Inpixon, a Nevada corporation and parent company of Legacy CXApp. On August 25, 2023, KINS Capital LLC (“Sponsor”) distributed Issuer’s securities in accordance with its members’ respective interests (the “Distribution”), such that following the Distribution, the Sponsor ceased to be the record holder of such securities. The Reporting Person is filing this statement on Schedule 13G to reflect the beneficial ownership of the securities of the Issuer following the Distribution.
| Item 1. | ||
| (a) | Name of Issuer | |
| (b) | Address of Issuer’s Principal Executive Offices
Four Palo Alto Square, Suite 200 3000 El Camino Real Palo Alto, CA 94306 | |
| Item 2. | ||
| (a) | Name of Person Filing
Inpixon (the “Reporting Person”) | |
| (b) | Address of Principal Business Office or, if none, Residence:
2479 E. Bayshore Road, Suite 195, Palo Alto, CA 94303 | |
| (c) | Citizenship
Inpixon is organized under the laws of the State of Nevada | |
| (d) | Title of Class of Securities
Class A common stock, par value $0.0001 | |
| (e) | CUSIP Number
23248B109 | |
| Item 3. | If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a: | |
| Not Applicable. | ||
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| Item 4. | Ownership |
| Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. |
| (a) | Amount beneficially owned:
See the responses to Item 9 on the attached cover page. | ||
| (b) | Percent of class:
See the responses to Item 11 on the attached cover page. | ||
| (c) | Number of shares as to which the person has:
| ||
| (i) | Sole power to vote or to direct the vote
See the responses to Item 5 on the attached cover page. | ||
| (ii) | Shared power to vote or to direct the vote
See the responses to Item 6 on the attached cover page. | ||
| (iii) | Sole power to dispose or to direct the disposition of
See the responses to Item 7 on the attached cover page. | ||
| (iv) | Shared power to dispose or to direct the disposition of
See the responses to Item 8 on the attached cover page. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class |
| If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ☐. | |
| Item 6. | Ownership of More than 5 Percent on Behalf of Another Person |
| Not Applicable. | |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person |
| Not Applicable. | |
| Item 8. | Identification and Classification of Members of the Group |
| Not Applicable. | |
| Item 9. | Notice of Dissolution of Group |
| Not Applicable. | |
| Item 10. | Certification |
| By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. |
[Signature page to follow]
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: September 11, 2023
| INPIXON | ||
| By: | /s/ Nadir Ali | |
| Nadir Ali | ||
| Chief Executive Officer | ||
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