KINS Capital Sponsor LLC - Mar 14, 2023 Form 4/A - Amendment Insider Report for CXApp Inc. (CXAI)

Role: Director, 10%+ Owner
Signature: KINS Capital LLC, By: /s/ Khurram P. Sheikh, President
Stock symbol: CXAI
Transactions as of: Mar 14, 2023
Transactions value $: $0
Form type: 4/A - Amendment
Date filed: 3/17/2023, 05:01 PM
Date Of Original Report: Mar 16, 2023
Next filing: Aug 30, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	CXAI	Class A Common Stock	Award		+6.65M			6.65M	Mar 14, 2023	Direct	F1, F2, F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	CXAI	Private Placement Warrants	Award		+9.1M			9.1M	Mar 14, 2023	Class A Common Stock	9.1M	$11.50	Direct	F3, F4, F5

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
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").
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.
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.
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.
F5	The Form 4 filed on March 16, 2023 inadvertently reported an incorrect number of private placement warrants the reporting person beneficially owns.

Remarks:

Khurram P. Sheikh, the managing member of Cardinal Venture Holdings LLC, serves on the board of directors of CXApp Inc. For the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each of the Sponsor and Cardinal Venture Holdings LLC may be deemed a director by deputization with respect to CXApp Inc. on the basis of Mr. Sheikh's service on CXApp Inc.'s board of directors.