UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39642 CXApp Inc. (Exact name of Registrant as Specified in Its Charter) (State or other jurisdiction of incorporation or organization) Delaw ...

[Part I. FINANCIAL INFORMATION](index=4&type=section&id=Part%20I.%20FINANCIAL%20INFORMATION) This section presents the unaudited condensed consolidated financial statements and management's discussion and analysis of financial condition and results of operations for CXApp Inc [Item 1. Interim Financial Statements](index=4&type=section&id=Item%201.%20Interim%20Financial%20Statements) This section presents the unaudited condensed consolidated financial statements for CXApp Inc. and its subsidiaries, covering the balance sheets, statements of operations and comprehensive loss, statements of stockholders' equity, and statements of cash flows. It also includes detailed notes explaining the company's organization, significant accounting policies, the impact of the business combination, revenue disaggregation, and specific asset and liability breakdowns [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) This chapter provides a snapshot of the company's financial position, detailing assets, liabilities, and stockholders' equity at specific reporting dates | Metric | March 31, 2023 (Successor) (in thousands) | December 31, 2022 (Predecessor) (in thousands) | | :--------------------------------- | :--------------------------------------- | :------------------------------------------ | | **Assets** | | | | Cash and cash equivalents | $6,724 | $6,308 | | Accounts receivable | $2,671 | $1,338 | | Total current assets | $10,729 | $8,569 | | Goodwill | $44,122 | $- | | Total Assets | $76,384 | $29,280 | | **Liabilities** | | | | Total current liabilities | $7,677 | $5,415 | | Warrant liability | $963 | $- | | Total Liabilities | $10,831 | $5,889 | | **Stockholders' Equity** | | | | Total Stockholders' Equity | $65,553 | $23,391 | | Total Liabilities and Stockholders' Equity | $76,384 | $29,280 | - Total assets significantly increased from **$29,280 thousand** (Predecessor, Dec 31, 2022) to **$76,384 thousand** (Successor, Mar 31, 2023), primarily due to the recognition of **$44,122 thousand** in goodwill from the business combination[9](index=9&type=chunk) - Total stockholders' equity increased from **$23,391 thousand** (Predecessor, Dec 31, 2022) to **$65,553 thousand** (Successor, Mar 31, 2023), reflecting the impact of the business combination[9](index=9&type=chunk) [Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss](index=6&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Operations%20and%20Comprehensive%20Loss) This chapter details the company's financial performance over specific periods, including revenues, expenses, and net income or loss | Metric (in thousands) | Period from March 15, 2023 to March 31, 2023 (Successor) | Period from January 1, 2023 to March 14, 2023 (Predecessor) | Three months ended March 31, 2022 (Predecessor) | | :--------------------------------- | :------------------------------------------------------- | :------------------------------------------------------- | :--------------------------------------------- | | Revenues | $342 | $1,620 | $2,582 | | Gross Profit | $255 | $1,137 | $1,993 | | Total Operating Expenses | $742 | $5,518 | $3,565 | | Loss from Operations | $(487) | $(4,381) | $(1,572) | | Total Other Income (Expense) | $1,685 | $1 | $1 | | Net Income (Loss) | $2,758 | $(4,380) | $(1,671) | | Comprehensive Income (Loss) | $2,758 | $(4,408) | $(1,860) | | Basic and dilutive net income per share, Class A common stock | $0.20 | N/A | N/A | | Basic and dilutive net income per share, Class C common stock | $0.20 | N/A | N/A | - The Successor period (March 15-31, 2023) reported a **net income of $2,758 thousand**, a significant improvement compared to losses in both Predecessor periods, primarily driven by a **$1,686 thousand gain** from the change in fair value of derivative liability and a **$1,560 thousand income tax benefit**[11](index=11&type=chunk) [Unaudited Condensed Consolidated Statements of Stockholders' Equity](index=7&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Stockholders%27%20Equity) This chapter outlines changes in the company's equity over time, including net income, share issuances, and other comprehensive income | Metric (in thousands) | Balance at January 1, 2023 (Predecessor) | Balance at March 14, 2023 (Predecessor) | Balance at March 31, 2023 (Successor) | | :--------------------------------- | :--------------------------------------- | :--------------------------------------- | :------------------------------------ | | Total Stockholders' Equity | $23,391 | $27,821 | $65,553 | | Net loss (Predecessor) / Net income (Successor) | N/A | $(4,380) | $2,758 | | Shares issued in connection with Business Combination (Class A) | N/A | N/A | 1,547,700 | | Shares issued in connection with Business Combination (Class C) | N/A | N/A | 5,487,300 | | Additional paid-in capital (Successor) | N/A | N/A | $71,536 | | Accumulated Deficit (Successor) | N/A | N/A | $(5,985) | - The Business Combination on March 14, 2023, significantly impacted stockholders' equity, with the issuance of **1,547,700 Class A** and **5,487,300 Class C common shares**, leading to a substantial increase in additional paid-in capital and total equity for the Successor entity[15](index=15&type=chunk) [Unaudited Condensed Consolidated Statements of Cash Flows](index=8&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) This chapter details the sources and uses of cash across operating, investing, and financing activities for various reporting periods | Cash Flow Activity (in thousands) | Period from March 15, 2023 to March 31, 2023 (Successor) | Period from January 1, 2023 to March 14, 2023 (Predecessor) | Three months ended March 31, 2022 (Predecessor) | | :---------------------------------------- | :------------------------------------------------------- | :------------------------------------------------------- | :--------------------------------------------- | | Net cash used in operating activities | $(4,431) | $(5,144) | $(4,140) | | Net cash provided by (used in) investing activities | $9,980 | $(54) | $(51) | | Net cash (used in) provided by financing activities | $(328) | $8,892 | $4,553 | | Net increase in cash and cash equivalents | $5,221 | $3,695 | $366 | | Cash and cash equivalents, end of period | $6,724 | $10,003 | $5,394 | - The Successor period saw a significant **net cash inflow from investing activities ($9,980 thousand)** primarily due to cash acquired in the Business Combination, offsetting cash used in operating activities[17](index=17&type=chunk)[149](index=149&type=chunk) - Operating activities consistently used cash across all periods, with the Successor period using **$4,431 thousand**, largely due to a reduction in accrued liabilities related to merger transaction costs[17](index=17&type=chunk)[25](index=25&type=chunk) [Notes to Unaudited Condensed Consolidated Financial Statements](index=10&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) This section provides detailed explanations and disclosures for the financial statements, covering accounting policies, business combination impacts, and specific account breakdowns [NOTE 1 – Organization, Nature of Business and Basis of Presentation](index=10&type=section&id=NOTE%201%20%E2%80%93%20Organization%2C%20Nature%20of%20Business%20and%20Basis%20of%20Presentation) This note describes CXApp Inc.'s business, its SaaS platform offerings, and the foundational impact of the recent Business Combination on its organizational structure - CXApp Inc. delivers intelligent enterprise workplace experiences through its SaaS platform, offering an employee application, indoor mapping, on-device positioning, augmented reality, and an AI-based analytics platform for the hybrid workplace[19](index=19&type=chunk) - The company was formed through a Business Combination on March 14, 2023, where KINS Technology Group Inc. acquired Inpixon's enterprise apps business (Legacy CXApp) and subsequently changed its name to CXApp Inc. KINS is the accounting acquirer[21](index=21&type=chunk)[23](index=23&type=chunk) [NOTE 2 – Summary of Significant Accounting Policies](index=10&type=section&id=NOTE%202%20%E2%80%93%20Summary%20of%20Significant%20Accounting%20Policies) This note outlines the key accounting principles and methods applied in preparing the financial statements, including going concern, revenue recognition, and warrant classification - The company's recurring losses and cash utilization raise substantial doubt about its ability to continue as a going concern, though management believes current liquidity and actions to reduce operating expenses provide a runway for at least 12 months[27](index=27&type=chunk) - Revenue is recognized when control of promised products or services is transferred to customers. Subscription revenue (SaaS) is recognized ratably over the license term, while professional services revenue is recognized over time using percentage of completion or time-based measures[39](index=39&type=chunk)[40](index=40&type=chunk)[45](index=45&type=chunk) - Warrants are classified as liability-classified instruments and are re-measured at fair value each reporting period, with changes recognized as non-cash gain or loss in the consolidated statements of operations[56](index=56&type=chunk)[57](index=57&type=chunk) [NOTE 3 – Business Combination](index=19&type=section&id=NOTE%203%20%E2%80%93%20Business%20Combination) This note details the acquisition of Inpixon's Enterprise Apps Business by KINS, including the purchase price and preliminary allocation of acquired assets and liabilities - On March 14, 2023, KINS completed the acquisition of Inpixon's Enterprise Apps Business (Legacy CXApp) for approximately **$69,928 thousand**, issuing Class A and Class C common stock[69](index=69&type=chunk) **Preliminary Purchase Price Allocation (in thousands):** | Description | Fair Value | | :--------------------------------- | :--------- | | Purchase Price | $69,928 | | Cash and cash equivalents acquired | $10,003 | | Developed technology | $9,268 | | Customer relationships | $5,604 | | Tradenames and trademarks | $3,294 | | Total assets acquired | $34,627 | | Total liabilities assumed | $8,821 | | Goodwill | $44,122 | - The Business Combination resulted in preliminary estimated **goodwill of $44,122 thousand**, representing acquired workforce and expected synergies. The allocation is provisional and subject to refinement[69](index=69&type=chunk)[72](index=72&type=chunk)[74](index=74&type=chunk) [NOTE 4 – Disaggregation of Revenue](index=23&type=section&id=NOTE%204%20%E2%80%93%20Disaggregation%20of%20Revenue) This note breaks down the company's total revenue by type, distinguishing between software subscription and professional services for different reporting periods **Revenue by Type (in thousands):** | Revenue Type | Period from March 15, 2023 to March 31, 2023 (Successor) | Period from January 1, 2023 to March 14, 2023 (Predecessor) | Three months ended March 31, 2022 (Predecessor) | | :----------------------- | :------------------------------------------------------- | :------------------------------------------------------- | :--------------------------------------------- | | Software Subscription | $240 | $1,204 | $1,259 | | Professional services | $102 | $416 | $1,323 | | **Total Revenue** | **$342** | **$1,620** | **$2,582** | - Total revenue for the Successor period (March 15-31, 2023) was **$342 thousand**, with software subscription revenue being the larger component at **$240 thousand**[79](index=79&type=chunk) [NOTE 5 – Property and Equipment, net](index=24&type=section&id=NOTE%205%20%E2%80%93%20Property%20and%20Equipment%2C%20net) This note provides details on the company's property and equipment, net of depreciation, for both Successor and Predecessor periods **Property and Equipment, Net (in thousands):** | Category | March 31, 2023 (Successor) | December 31, 2022 (Predecessor) | | :-------------------------- | :------------------------- | :------------------------------ | | Computer and office equipment | $139 | $992 | | Total Property and Equipment, Net | $153 | $202 | | Depreciation and amortization expense (Successor) | $4 | N/A | - Property and equipment, net, decreased from **$202 thousand** at December 31, 2022, to **$153 thousand** at March 31, 2023[82](index=82&type=chunk) [NOTE 6 – Software Development Costs, net](index=24&type=section&id=NOTE%206%20%E2%80%93%20Software%20Development%20Costs%2C%20net) This note outlines the capitalized software development costs, net of accumulated amortization, for the Successor and Predecessor periods **Software Development Costs, Net (in thousands):** | Category | March 31, 2023 (Successor) | December 31, 2022 (Predecessor) | | :-------------------------------- | :------------------------- | :------------------------------ | | Capitalized software development costs | $- | $2,680 | | Accumulated amortization | $- | $(2,193) | | Software development costs, net | $- | $487 | | Amortization expense (Predecessor, Jan 1-Mar 14, 2023) | N/A | $209 | | Amortization expense (Predecessor, Q1 2022) | N/A | $113 | - As of March 31, 2023 (Successor), the company reported **no capitalized software development costs, net**, compared to **$487 thousand** for the Predecessor at December 31, 2022[83](index=83&type=chunk) [NOTE 7 – Goodwill and Intangible Assets](index=24&type=section&id=NOTE%207%20%E2%80%93%20Goodwill%20and%20Intangible%20Assets) This note details the recognition of goodwill from the Business Combination and the net carrying amounts of various intangible assets, along with future amortization expenses - **Goodwill of $44,122 thousand** was recognized as of March 31, 2023, entirely due to the Business Combination, with no goodwill present in the Predecessor period[84](index=84&type=chunk)[85](index=85&type=chunk) **Intangible Assets, Net (in thousands):** | Category | March 31, 2023 (Successor) Net Carrying Amount | December 31, 2022 (Predecessor) Net Carrying Amount | | :-------------------------- | :--------------------------------------- | :------------------------------------------ | | Trade Name/Trademarks | $3,274 | $1,458 | | Customer Relationships | $5,557 | $4,636 | | Developed Technology | $9,230 | $11,781 | | Patents and Intellectual Property | $2,692 | $- | | **Totals** | **$20,753** | **$19,289** | | Aggregate Amortization Expense (Successor, Mar 15-31, 2023) | $116 | N/A | | Aggregate Amortization Expense (Predecessor, Jan 1-Mar 14, 2023) | N/A | $806 | | Aggregate Amortization Expense (Predecessor, Q1 2022) | N/A | $975 | **Future Amortization Expense on Intangible Assets (in thousands):** | For the Years Ending December 31, | Amount | | :-------------------------------- | :----- | | 2023 | $2,091 | | 2024 | $2,788 | | 2025 | $2,788 | | 2026 | $2,788 | | 2027 | $2,788 | | 2028 and thereafter | $7,510 | | **Total** | **$20,753** | [NOTE 8 – Deferred Revenue](index=25&type=section&id=NOTE%208%20%E2%80%93%20Deferred%20Revenue) This note presents the breakdown of deferred revenue, primarily from license and professional service agreements, for the Successor and Predecessor periods **Deferred Revenue (in thousands):** | Category | March 31, 2023 (Successor) | December 31, 2022 (Predecessor) | | :-------------------------- | :------------------------- | :------------------------------ | | License agreements | $2,388 | $1,937 | | Professional Service agreements | $302 | $225 | | **Total Deferred Revenue** | **$2,690** | **$2,162** | - Total deferred revenue increased to **$2,690 thousand** at March 31, 2023, from **$2,162 thousand** at December 31, 2022, primarily driven by an increase in deferred revenue from license agreements[89](index=89&type=chunk) [NOTE 9 – Accrued Liabilities](index=25&type=section&id=NOTE%209%20%E2%80%93%20Accrued%20Liabilities) This note details the various accrued liabilities, including insurance premiums, related party payables, and compensation, for the Successor and Predecessor periods **Accrued Liabilities (in thousands):** | Category | March 31, 2023 (Successor) | December 31, 2022 (Predecessor) | | :--------------------------------- | :------------------------- | :------------------------------ | | Insurance premiums and accrued interest | $538 | $- | | Related party promissory note | $20 | $- | | Income tax payables | $57 | $- | | Related party payable | $1,155 | $- | | Accrued compensation and benefits | $650 | $586 | | Accrued bonus and commissions | $192 | $422 | | Accrued rent | $35 | $59 | | Accrued other | $56 | $183 | | Accrued sales and other indirect taxes payable | $68 | $6 | | **Total Accrued Liabilities** | **$3,182** | **$1,736** | - Accrued liabilities significantly increased to **$3,182 thousand** at March 31, 2023, from **$1,736 thousand** at December 31, 2022, largely due to new insurance premiums, related party payables, and income tax payables following the Business Combination[90](index=90&type=chunk)[91](index=91&type=chunk)[92](index=92&type=chunk)[93](index=93&type=chunk) [NOTE 10 - Warrant Liabilities](index=27&type=section&id=NOTE%2010%20-%20Warrant%20Liabilities) This note describes the outstanding public and private placement warrants, their classification as liability instruments, and the conditions for their potential redemption - As of March 31, 2023, there were **13,800 thousand Public Warrants** and **10,280 thousand Private Placement Warrants** outstanding, each entitling the holder to purchase one share of Class A common stock at **$11.50**[95](index=95&type=chunk)[101](index=101&type=chunk) - Warrants are classified as liability-classified instruments and are subject to re-measurement at fair value each balance sheet date, with changes recognized in the consolidated statements of operations[56](index=56&type=chunk)[57](index=57&type=chunk) - The company may redeem Public Warrants under certain conditions, including when the Class A common stock price equals or exceeds **$18.00** or **$10.00 per share**, with specific notice periods and prices[99](index=99&type=chunk)[100](index=100&type=chunk)[102](index=102&type=chunk) [NOTE 11 – Stock Option Plan and Stock-Based Compensation](index=29&type=section&id=NOTE%2011%20%E2%80%93%20Stock%20Option%20Plan%20and%20Stock-Based%20Compensation) This note details the newly approved equity incentive plan, stock options granted, and the key assumptions used for valuing stock-based compensation - The CXApp Inc. 2023 Equity Incentive Plan was approved, making **2,110,500 shares** of Class A Common Stock available for issuance[104](index=104&type=chunk) - During the Successor period (March 15-31, 2023), **1,377 thousand stock options** were granted to employees and directors, vesting over **2 years** with an exercise price of **$1.53 per share** and a fair value of approximately **$688 thousand**[105](index=105&type=chunk) **Key Black-Scholes Assumptions (Successor, March 15-31, 2023):** | Assumption | Value | | :-------------------------- | :---------------- | | Risk-free interest rate | 3.62% – 3.67% | | Expected life of option grants | 5 – 7 years | | Expected volatility of underlying stock | 37.35% | | Dividends assumption | 0% | [NOTE 12 – Fair Value of Financial Instruments](index=29&type=section&id=NOTE%2012%20%E2%80%93%20Fair%20Value%20of%20Financial%20Instruments) This note categorizes financial instruments, specifically public and private placement warrants, based on their fair value measurement levels - Public placement warrants (**$552 thousand**) are classified as Level 1 investments (quoted prices in active markets), while private placement warrants liabilities (**$411 thousand**) are classified as Level 2 investments (observable market price for public warrants)[108](index=108&type=chunk) [NOTE 13 – Income Taxes](index=29&type=section&id=NOTE%2013%20%E2%80%93%20Income%20Taxes) This note presents the income tax benefit or provision for various periods and explains the significant income tax benefit recognized in the Successor period **Income Tax Benefit/(Provision) (in thousands):** | Period | Amount | | :------------------------------------------------------- | :----- | | Period from March 15, 2023 to March 31, 2023 (Successor) | $1,560 | | Period from January 1, 2023 to March 14, 2023 (Predecessor) | $0 | | Three months ended March 31, 2022 (Predecessor) | $(100) | - The Successor period recorded an **income tax benefit of $1,560 thousand**, with an effective tax rate of approximately **(164.0%)**, primarily due to the release of a valuation allowance attributable to acquired intangible assets from the Business Combination[109](index=109&type=chunk)[110](index=110&type=chunk) [NOTE 14 – Credit Risk and Concentrations](index=31&type=section&id=NOTE%2014%20%E2%80%93%20Credit%20Risk%20and%20Concentrations) This note discusses the company's exposure to credit risk from trade accounts receivable and cash, and its assessment of customer financial strength - The company's credit risk primarily stems from trade accounts receivable and cash and cash equivalents. It assesses customer financial strength and maintains an allowance for credit losses, which is not significant[111](index=111&type=chunk) - Cash deposits may exceed federally insured limits, but the company has not experienced significant losses and believes it is not exposed to significant credit risk from cash[112](index=112&type=chunk) [NOTE 15 – Foreign Operations](index=31&type=section&id=NOTE%2015%20%E2%80%93%20Foreign%20Operations) This note disaggregates revenues and net income or loss by geographic area, highlighting the performance of the United States, Canada, and Philippines operations **Revenues by Geographic Area (in thousands):** | Geographic Area | Period from March 15, 2023 to March 31, 2023 (Successor) | Period from January 1, 2023 to March 14, 2023 (Predecessor) | Three months ended March 31, 2022 (Predecessor) | | :---------------- | :------------------------------------------------------- | :------------------------------------------------------- | :--------------------------------------------- | | United States | $272 | $1,395 | $2,167 | | Canada | $70 | $285 | $601 | | Philippines | $196 | $160 | $- | | Eliminations | $(196) | $(220) | $(456) | | **Total Revenues** | **$342** | **$1,620** | **$2,582** | **Net Income (Loss) by Geographic Area (in thousands):** | Geographic Area | Period from March 15, 2023 to March 31, 2023 (Successor) | Period from January 1, 2023 to March 14, 2023 (Predecessor) | Three months ended March 31, 2022 (Predecessor) | | :---------------- | :------------------------------------------------------- | :------------------------------------------------------- | :--------------------------------------------- | | United States | $2,780 | $(3,342) | $(519) | | Canada | $(158) | $(1,041) | $(1,139) | | Philippines | $157 | $3 | $- | | Eliminations | $(21) | $- | $14 | | **Total Net Income (Loss)** | **$2,758** | **$(4,380)** | **$(1,671)** | - The United States was the primary revenue generator across all periods, and the Successor period showed a significant net income in the US operations, contrasting with losses in Canada[113](index=113&type=chunk) [NOTE 16 – Leases](index=32&type=section&id=NOTE%2016%20%E2%80%93%20Leases) This note describes the company's operating lease agreements for administrative offices, including locations, terms, and associated expenses - The company has operating leases for administrative offices in Canada (expires June 2026), the Philippines (expires May 2025), and a new 13-month lease in California starting April 1, 2023[114](index=114&type=chunk) - Operating lease expenses were approximately **$9 thousand** for the Successor period (March 15-31, 2023), **$57 thousand** for the Predecessor period (Jan 1-Mar 14, 2023), and **$97 thousand** for Q1 2022 (Predecessor)[115](index=115&type=chunk) - As of March 31, 2023, the weighted average remaining lease term is **2.7 years**, and the weighted average discount rate used for operating lease liabilities is **8.0%**[116](index=116&type=chunk) [NOTE 17 – Commitments and Contingencies](index=32&type=section&id=NOTE%2017%20%E2%80%93%20Commitments%20and%20Contingencies) This note outlines the company's approach to assessing and disclosing contingent liabilities related to legal proceedings and unasserted claims - The company assesses contingent liabilities related to legal proceedings and unasserted claims, accruing estimated liabilities when probable and estimable, and disclosing reasonably possible material losses[117](index=117&type=chunk)[118](index=118&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=33&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on CXApp Inc.'s financial condition and results of operations, highlighting the impact of the recent business combination. It covers an overview of the business, recent events, detailed analysis of revenues, gross margin, operating expenses, other income/expense, and income taxes across Successor and Predecessor periods. The discussion also includes non-GAAP financial measures like Adjusted EBITDA, an assessment of liquidity and capital resources, and critical accounting estimates [Overview of Our Business](index=33&type=section&id=Overview%20of%20Our%20Business) This section describes CXApp's core business, focusing on its SaaS platform for intelligent enterprise workplace experiences and the 'Workplace SuperApp' concept - CXApp's SaaS platform offers intelligent enterprise workplace experience solutions, including an employee application, indoor mapping, augmented reality, and an AI-based analytics platform, designed for the hybrid workplace[123](index=123&type=chunk) - The 'Workplace SuperApp' aims to create a connected workplace by consolidating features, services, and integrations into one platform, reducing app overload and data fragmentation[124](index=124&type=chunk) [Recent Events](index=33&type=section&id=Recent%20Events) This section highlights the Business Combination completed on March 14, 2023, including the acquisition details and the structure of common stock issuance - The Business Combination, completed on March 14, 2023, involved KINS acquiring Inpixon's enterprise apps business (Legacy CXApp) for approximately **$70,000 thousand** in KINS capital stock[125](index=125&type=chunk) - As part of the merger, Inpixon shareholders received one share of Legacy CXApp common stock for each Inpixon common stock, which was then exchanged for New CXApp Class A and Class C common stock[128](index=128&type=chunk) - New CXApp Class C common stock will automatically convert to Class A common stock on the earlier of **180 days post-merger** or when Class A stock price reaches **$12.00** for **20 trading days** within a **30-day period**[128](index=128&type=chunk) [RESULTS OF OPERATIONS](index=34&type=section&id=RESULTS%20OF%20OPERATIONS) This section analyzes the company's financial performance across different periods, detailing revenues, gross profit, operating expenses, other income, and net income or loss **Condensed Consolidated Statements of Operations Data (in thousands):** | Metric | Period from March 15, 2023 to March 31, 2023 (Successor) | Period from January 1, 2023 to March 14, 2023 (Predecessor) | Three months ended March 31, 2022 (Predecessor) | | :--------------------------------- | :------------------------------------------------------- | :------------------------------------------------------- | :--------------------------------------------- | | Revenues | $342 | $1,620 | $2,582 | | Cost of revenues | $87 | $483 | $589 | | Gross profit | $255 | $1,137 | $1,993 | | Operating expenses | $742 | $5,518 | $3,565 | | Loss from operations | $(487) | $(4,381) | $(1,572) | | Other income (expense), net | $1,685 | $1 | $1 | | Income tax benefit/(provision) | $1,560 | $- | $(100) | | Net income (loss) | $2,758 | $(4,380) | $(1,671) | - Revenues decreased by **$620 thousand** from the three months ended March 31, 2022 (Predecessor) to the combined Predecessor period (Jan 1-Mar 14, 2023) and Successor period (Mar 15-31, 2023), primarily due to timing of sales and bookings[132](index=132&type=chunk) - Gross profit margin fluctuated, being **75%** for Successor, **70%** for Predecessor (Jan 1-Mar 14, 2023), and **77%** for Predecessor (Q1 2022), mainly due to sales mix and timing of support expenses[133](index=133&type=chunk) - Operating expenses increased by **$2,695 thousand** compared to Q1 2022, primarily because the prior period included a **$2,827 thousand benefit** related to an earnout[134](index=134&type=chunk) - Other income significantly increased to **$1,685 thousand** in the Successor period, driven by a **$1,686 thousand gain** from changes in the fair value of derivative warrant liabilities[135](index=135&type=chunk) - The Successor period recorded an **income tax benefit of $1,560 thousand**, resulting from the release of a valuation allowance due to acquired intangible assets from the Business Combination[136](index=136&type=chunk) **Adjusted EBITDA Reconciliation (in thousands):** | Metric | Period from March 15, 2023 to March 31, 2023 (Successor) | Period from January 1, 2023 to March 14, 2023 (Predecessor) | Three months ended March 31, 2022 (Predecessor) | | :------------------------------------------------------- | :------------------------------------------------------- | :------------------------------------------------------- | :--------------------------------------------- | | Net income (loss) | $2,758 | $(4,380) | $(1,671) | | Interest and other (income) | $1 | $(1) | $(1) | | Income tax (benefit)/provision | $(1,560) | $- | $100 | | Depreciation and amortization | $120 | $1,034 | $1,120 | | EBITDA | $1,319 | $(3,347) | $(452) | | Adjusted for: | | | | | Earnout compensation expense (benefit) | $- | $- | $(2,827) | | Changes in fair value of warrant liabilities | $(1,686) | $- | $- | | Unrealized (gains) losses | $3 | $(32) | $(266) | | Stock-based compensation - compensation and related benefits | $2 | $158 | $647 | | Adjusted EBITDA | $(362) | $(3,221) | $(2,898) | - Adjusted EBITDA is a non-GAAP measure used by management to assess operating performance, excluding interest, taxes, depreciation, amortization, and other non-cash items, to enhance comparability and evaluate business trends[137](index=137&type=chunk)[141](index=141&type=chunk) [Liquidity and Capital Resources](index=37&type=section&id=Liquidity%20and%20Capital%20Resources) This section assesses the company's ability to meet its financial obligations, detailing cash position, working capital, and cash flow activities across operating, investing, and financing - As of March 31, 2023, the company had **$6,724 thousand** in cash and cash equivalents and a working capital surplus of **$3,052 thousand**[144](index=144&type=chunk)[145](index=145&type=chunk) - The company's recurring losses and cash utilization indicate substantial doubt about its going concern ability, but management believes current liquidity and access to capital markets can mitigate these concerns for at least one year[147](index=147&type=chunk) **Cash Flows Summary (in thousands):** | Activity | Period from March 15, 2023 to March 31, 2023 (Successor) | Period from January 1, 2023 to March 14, 2023 (Predecessor) | Three months ended March 31, 2022 (Predecessor) | | :---------------------------------------- | :------------------------------------------------------- | :------------------------------------------------------- | :--------------------------------------------- | | Net cash used in operating activities | $(4,431) | $(5,144) | $(4,140) | | Net cash provided by (used in) investing activities | $9,980 | $(54) | $(51) | | Net cash (used in) provided by financing activities | $(328) | $8,892 | $4,553 | | Net increase in cash and cash equivalents | $5,221 | $3,695 | $366 | - Investing activities provided **$9,980 thousand** in cash for the Successor period, primarily from cash acquired in the Business Combination, while operating activities consistently used cash across all periods[149](index=149&type=chunk) [Critical Accounting Estimates](index=40&type=section&id=Critical%20Accounting%20Estimates) This section identifies and explains the significant judgments and assumptions used in preparing the financial statements, including revenue recognition, impairment, deferred taxes, and business combinations - Key critical accounting estimates include revenue recognition (determining distinct performance obligations, discounts), impairment assessments for goodwill and long-lived assets (future cash flows, market comparables), deferred income taxes (valuation allowance), business combinations (fair value allocation, goodwill), and derivative warrant liabilities (fair value re-measurement)[157](index=157&type=chunk)[159](index=159&type=chunk)[161](index=161&type=chunk)[164](index=164&type=chunk)[165](index=165&type=chunk)[167](index=167&type=chunk)[169](index=169&type=chunk)[171](index=171&type=chunk) - The company evaluates the recoverability of long-lived assets and goodwill annually or when circumstances indicate impairment, using discounted cash flow models and market approaches[161](index=161&type=chunk)[165](index=165&type=chunk) - A full valuation allowance was established for deferred tax assets as of March 31, 2023, and December 31, 2022, due to historical losses and uncertainty of future taxable income, though a benefit was recognized in the Successor period due to the release of valuation allowance attributable to acquired intangible assets[167](index=167&type=chunk)[110](index=110&type=chunk) [JOBS Act Accounting Election](index=43&type=section&id=JOBS%20Act%20Accounting%20Election) This section explains the company's status as an 'emerging growth company' under the JOBS Act and its election to use an extended transition period for new accounting standards - CXApp is an 'emerging growth company' under the JOBS Act and has elected to use the extended transition period for complying with new or revised accounting standards, which is irrevocable[173](index=173&type=chunk)[174](index=174&type=chunk) - This election means the company's financial statements may not be comparable to those of companies complying with new standards sooner, potentially affecting investor attractiveness and stock market volatility[173](index=173&type=chunk)[174](index=174&type=chunk) [Item 3. Quantitative and Qualitative Disclosures about Market Risk](index=43&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) This section states that there are no quantitative and qualitative disclosures about market risk applicable to the company for the reported period - The company has no applicable quantitative and qualitative disclosures about market risk[175](index=175&type=chunk) [Item 4. Controls and Procedures](index=43&type=section&id=Item%204.%20Controls%20and%20Procedures) This section confirms the effectiveness of the company's disclosure controls and procedures as of March 31, 2023, and reports no material changes in internal control over financial reporting during the period - Management, including the principal executive and financial officers, concluded that disclosure controls and procedures were effective as of March 31, 2023[177](index=177&type=chunk) - There have been no material changes in internal control over financial reporting during the period ended March 31, 2023[178](index=178&type=chunk) [Part II. OTHER INFORMATION](index=44&type=section&id=Part%20II.%20OTHER%20INFORMATION) This section provides additional non-financial information, including legal proceedings, risk factors, equity sales, and a list of exhibits [Item 1. Legal Proceedings](index=44&type=section&id=Item%201.%20Legal%20Proceedings) This section confirms that there is no material litigation, arbitration, or governmental proceeding currently pending against CXApp Inc. or its management team - No material litigation, arbitration, or governmental proceeding is currently pending against CXApp or its management[181](index=181&type=chunk) [Item 1A. Risk Factors](index=44&type=section&id=Item%201A.%20Risk%20Factors) This section refers to the risk factors described in the company's Annual Report on Form 10-K/A and states that there have been no material changes to these risk factors as of the date of this Quarterly Report - No material changes to the risk factors disclosed in the Annual Report on Form 10-K/A have occurred as of the date of this Quarterly Report[182](index=182&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=44&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section reports that there were no unregistered sales of equity securities or use of proceeds during the period - There were no unregistered sales of equity securities and no use of proceeds to report[183](index=183&type=chunk) [Item 3. Defaults Upon Senior Securities](index=44&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) This section states that there were no defaults upon senior securities during the reported period - There were no defaults upon senior securities[184](index=184&type=chunk) [Item 4. Mine Safety Disclosures](index=44&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This section indicates that mine safety disclosures are not applicable to the company - Mine safety disclosures are not applicable to the company[185](index=185&type=chunk) [Item 5. Other Information](index=44&type=section&id=Item%205.%20Other%20Information) This section states that there is no other information to report - No other information is reported in this section[186](index=186&type=chunk) [Item 6. Exhibits](index=45&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q, including organizational documents, various agreements related to the Business Combination, employment agreements, and certifications - Key exhibits include the Amended and Restated Certificate of Incorporation and Bylaws, Employee Matters Agreement, Tax Matters Agreement, Transition Services Agreement, Consulting Agreement, and Employment Agreements for key personnel[189](index=189&type=chunk) - Certifications from the Principal Executive Officer and Principal Financial Officer pursuant to the Sarbanes-Oxley Act are also filed[189](index=189&type=chunk) [SIGNATURES](index=47&type=section&id=SIGNATURES) This section formally concludes the report with the required signatures of the company's principal executive and financial officers - The report is signed by Khurram Sheikh, Chairman, Chief Executive Officer and Director, and Michael Angel, Chief Financial Officer, on May 19, 2023[195](index=195&type=chunk)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to To Commission File No. 001-39642 CXApp Inc. (Exact name of registrant as specified in its charter) Delaware 85-2104918 (State or other jurisdi ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39642 | --- | --- | --- | |------------------------------------------------------------------------------------------ ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39642 KINS TECHNOLOGY GROUP INC. (Exact Name of Registrant as Specified in Its Charter) | --- | --- | --- | |------------- ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39642 | --- | --- | --- | |---------------------------------------------------------------------------------------------- ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to To Commission File No. 001-39642 KINS Technology Group Inc. (Exact name of registrant as specified in its charter) (Address of Principal Execu ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39642 KINS TECHNOLOGY GROUP INC. (Exact Name of Registrant as Specified in Its Charter) | --- | --- | --- | |-------- ...

PART I - FINANCIAL INFORMATION [Item 1. Interim Financial Statements](index=4&type=section&id=Item%201.%20Interim%20Financial%20Statements) KINS Technology Group Inc.'s unaudited condensed financial statements for Q2 2021, including balance sheets, operations, equity, cash flows, and accounting notes [Condensed Balance Sheets](index=4&type=section&id=Condensed%20Balance%20Sheets) This section details the company's assets, liabilities, and stockholders' equity as of June 30, 2021, and December 31, 2020 Fair Value of Liabilities (Warrant Liability) | ASSETS / LIABILITIES AND STOCKHOLDERS' EQUITY | June 30, 2021 (Unaudited, USD) | December 31, 2020 (USD) | | :-------------------------------------------- | :------------------------ | :---------------- | | **ASSETS** | | | | Cash | $678,168 | $1,019,026 | | Prepaid expenses | $332,516 | $456,634 | | Total Current Assets | $1,010,684 | $1,475,660 | | Investments held in Trust Account | $278,821,919 | $278,767,785 | | TOTAL ASSETS | $279,832,603 | $280,243,445 | | **LIABILITIES AND STOCKHOLDERS' EQUITY** | | | | Accrued expenses | $471,567 | $194,699 | | Accrued offering costs | — | $17,579 | | Total Current Liabilities | $471,567 | $212,278 | | Warrant liability | $20,227,200 | $21,912,800 | | Deferred underwriting fee payable | $9,660,000 | $9,660,000 | | Total Liabilities | $30,358,767 | $31,785,078 | | Class A common stock subject to possible redemption | $244,473,833 | $243,458,359 | | Total Stockholders' Equity | $5,000,003 | $5,000,008 | | TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $279,832,603 | $280,243,445 | [Unaudited Condensed Statements of Operations](index=5&type=section&id=Unaudited%20Condensed%20Statements%20of%20Operations) This section presents the company's unaudited condensed statements of operations, detailing revenues, expenses, and net income or loss for the periods presented Fair Value of Liabilities (Warrant Liability) | Item | Three Months Ended June 30, 2021 (USD) | Six Months Ended June 30, 2021 (USD) | | :-------------------------------------------- | :------------------------------- | :----------------------------- | | Operating and formation costs | $327,104 | $724,309 | | Loss from operations | $(327,104) | $(724,309) |\n| Interest earned on investments in Trust Account | $8,022 | $54,134 | | Interest income - bank | $20 | $44 | | Change in fair value of warrant liability | $(4,575,200) | $1,685,600 | | Total other income (expense), net | $(4,567,158) | $1,739,778 | | Net income (loss) | $(4,894,262) | $1,015,469 | | Basic and diluted net income per share, Class A redeemable common stock | $— | $— | | Basic and diluted net income (loss) per share, Class B non-redeemable common stock | $(0.71) | $0.15 | [Unaudited Condensed Statements of Changes in Stockholders' Equity](index=6&type=section&id=Unaudited%20Condensed%20Statements%20of%20Changes%20in%20Stockholders'%20Equity) This section outlines changes in stockholders' equity, including common stock, additional paid-in capital, and retained earnings, for the periods presented Fair Value of Liabilities (Warrant Liability) | Item | Class A Common Stock Shares | Class A Stock Amount (USD) | Class B Common Stock Shares | Class B Stock Amount (USD) | Additional Paid-in Capital (USD) | Retained Earnings (Accumulated Deficit) (USD) | Total Stockholders' Equity (USD) | | :-------------------------------------------- | :-------------------------- | :------------------- | :-------------------------- | :------------------- | :------------------------- | :-------------------------------------- | :------------------------- | | Balance — January 1, 2021 | 3,495,212 | $350 | 6,900,000 | $690 | $9,083,468 | $(4,084,500) | $5,000,008 | | Change in value of Class A common stock subject to redemption | (585,122) | (59) | — | — | (5,909,673) | — | (5,909,732) | | Net income | — | — | — | — | — | 5,909,731 | 5,909,731 | | Balance — March 31, 2021 | 2,910,090 | $291 | 6,900,000 | $690 | $3,173,795 | $1,825,231 | $5,000,007 | | Change in value of Class A common stock subject to redemption | 484,580 | 48 | — | — | 4,894,210 | — | 4,894,258 | | Net loss | — | — | — | — | — | (4,894,262) | (4,894,262) | | Balance – June 30, 2021 | 3,394,670 | $339 | 6,900,000 | $690 | $8,068,005 | $(3,069,031) | $5,000,003 | [Unaudited Condensed Statement of Cash Flows](index=7&type=section&id=Unaudited%20Condensed%20Statement%20of%20Cash%20Flows) This section provides the company's unaudited condensed statement of cash flows, categorizing cash activities into operating, investing, and financing sections Fair Value of Liabilities (Warrant Liability) | Cash Flow Item | Six Months Ended June 30, 2021 (USD) | | :-------------------------------------------- | :----------------------------- | | Net income | $1,015,469 | | Interest earned on marketable securities held in Trust Account | $(54,134) | | Change in fair value of warrant liability | $(1,685,600) | | Prepaid expenses | $124,118 | | Accrued expenses | $276,868 | | Net cash used in operating activities | $(323,279) | | Payment of offering costs | $(17,579) | | Net cash used in financing activities | $(17,579) | | Net Change in Cash | $(340,858) | | Cash – Beginning of period | $1,019,026 | | Cash – End of period | $678,168 | | Non-Cash investing and financing activities: Change in value of Class A common stock subject to possible redemption | $1,015,474 | [Notes to Unaudited Condensed Financial Statements](index=8&type=section&id=Notes%20to%20Unaudited%20Condensed%20Financial%20Statements) [NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS](index=8&type=section&id=NOTE%201.%20DESCRIPTION%20OF%20ORGANIZATION%20AND%20BUSINESS%20OPERATIONS) Describes KINS Technology Group Inc.'s formation as a SPAC, its IPO, and its primary objective of effecting a business combination - KINS Technology Group Inc. was incorporated on July 20, 2020, as a **blank check company** (**SPAC**) to effect a business combination. As of June 30, 2021, the Company had not commenced any operations, with activities focused on formation, its **Initial Public Offering** (**IPO**), and identifying a target company[24](index=24&type=chunk)[25](index=25&type=chunk) - The Company consummated its **IPO** on December 17, 2020, selling **27,600,000** units at **$10.00** per unit, generating **$276,000,000** in gross proceeds. Simultaneously, it sold **10,280,000 Private Placement Warrants** for **$10,280,000**[26](index=26&type=chunk)[27](index=27&type=chunk) - Following the **IPO**, **$278,760,000** was placed in a **Trust Account**, to be invested in U.S. government securities or money market funds, until a business combination is completed or funds are distributed[29](index=29&type=chunk) - Management has determined that the Company's liquidity condition and mandatory liquidation date raise substantial doubt about its ability to continue as a **going concern**[43](index=43&type=chunk) [NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES](index=12&type=section&id=NOTE%202.%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES) Outlines the significant accounting policies used in preparing the financial statements, including GAAP compliance and specific instrument treatments - The financial statements are prepared in accordance with **GAAP** for interim financial information and SEC regulations, with certain disclosures condensed or omitted[45](index=45&type=chunk) - The Company is an '**emerging growth company**' under the **JOBS Act** and has elected not to opt out of the extended transition period for complying with new or revised financial accounting standards[47](index=47&type=chunk)[48](index=48&type=chunk) - **Class A common stock** subject to possible redemption is classified as temporary equity and measured at fair value due to redemption rights outside the Company's control[53](index=53&type=chunk) - **Warrants** are accounted for as liability-classified instruments and measured at fair value at issuance and each balance sheet date, with changes recognized in the statements of operations[55](index=55&type=chunk)[56](index=56&type=chunk) - Net income (loss) per common share is computed using the two-class method, allocating interest income from the **Trust Account** to **Class A redeemable common stock** and net loss (adjusted) to **Class B non-redeemable common stock**[61](index=61&type=chunk) - The Company adopted **ASU 2020-06** as of January 1, 2021, which simplifies accounting for certain financial instruments, but it did not have a **material impact** on its financial position, results of operations, or cash flows[66](index=66&type=chunk) [NOTE 3. PUBLIC OFFERING](index=18&type=section&id=NOTE%203.%20PUBLIC%20OFFERING) Details the Initial Public Offering, including units sold, proceeds generated, and the composition of each unit - The Company sold **27,600,000** Units in its **Initial Public Offering** at **$10.00** per Unit, including the full exercise of the over-allotment option. Each Unit consists of one share of **Class A common stock** and one-half of one redeemable **Public Warrant**[69](index=69&type=chunk) [NOTE 4. PRIVATE PLACEMENT](index=18&type=section&id=NOTE%204.%20PRIVATE%20PLACEMENT) Describes the private placement of warrants to the Sponsor and Direct Anchor Investors, including proceeds and allocation to the Trust Account - The Sponsor and Direct Anchor Investors purchased **10,280,000 Private Placement Warrants** at **$1.00** each, generating **$10,280,000**. Proceeds were added to the **Trust Account**[70](index=70&type=chunk) [NOTE 5. RELATED PARTIES](index=18&type=section&id=NOTE%205.%20RELATED%20PARTIES) Details transactions and relationships with related parties, including the Sponsor and administrative service agreements - The Sponsor initially received **5,750,000 Founder Shares** for **$25,000**. After forfeitures and purchases by Direct Anchor Investors, and a **1:1.2** stock split, **6,900,000 Founder Shares** were outstanding as of June 30, 2021[71](index=71&type=chunk) - The Company pays the Sponsor up to **$20,000** per month for administrative services, incurring **$60,000** and **$120,000** for the three and six months ended June 30, 2021, respectively[73](index=73&type=chunk) - The Sponsor or affiliates may provide Working Capital Loans to finance transaction costs for a Business Combination, repayable without interest upon completion or convertible into warrants. No amounts were outstanding as of June 30, 2021[75](index=75&type=chunk) [NOTE 6. COMMITMENTS AND CONTINGENCIES](index=20&type=section&id=NOTE%206.%20COMMITMENTS%20AND%20CONTINGENCIES) Outlines the company's commitments and contingencies, including potential impacts of COVID-19, registration rights, and deferred underwriting fees - The Company continues to evaluate the impact of the COVID-19 pandemic, noting potential negative effects on its financial position and search for a target company, though the specific impact is not readily determinable[76](index=76&type=chunk) - Holders of Founder Shares, **Private Placement Warrants**, and securities from Working Capital Loans are entitled to registration rights[77](index=77&type=chunk) - Underwriters are entitled to a **deferred fee** of **$9,660,000**, payable from the **Trust Account** only upon completion of a Business Combination[78](index=78&type=chunk) [NOTE 7. STOCKHOLDERS' EQUITY](index=20&type=section&id=NOTE%207.%20STOCKHOLDERS'%20EQUITY) Details the authorized and outstanding shares of preferred, Class A, and Class B common stock, and their respective voting rights - The Company is authorized to issue **2,000,000** shares of preferred stock, none of which were issued or outstanding as of June 30, 2021 and December 31, 2020[79](index=79&type=chunk) - As of June 30, 2021, there were **3,394,670** shares of **Class A common stock** issued and outstanding (excluding redeemable shares) and **6,900,000** shares of **Class B common stock** issued and outstanding[80](index=80&type=chunk)[81](index=81&type=chunk) - Only **Class B common stock** holders vote on director elections prior to a Business Combination. **Class B shares** convert to **Class A shares** on a one-for-one basis upon a Business Combination, subject to adjustment[83](index=83&type=chunk)[84](index=84&type=chunk) [NOTE 8. WARRANT LIABILITY](index=22&type=section&id=NOTE%208.%20WARRANT%20LIABILITY) Describes the outstanding Public and Private Placement Warrants, their exercisability, redemption terms, and classification as liabilities - As of June 30, 2021 and December 31, 2020, there were **13,800,000 Public Warrants** and **10,280,000 Private Placement Warrants** outstanding[85](index=85&type=chunk)[95](index=95&type=chunk) - **Public Warrants** become exercisable **30** days after a Business Combination or **12** months from **IPO** closing, expiring five years after a Business Combination or earlier upon redemption/liquidation[85](index=85&type=chunk) - The Company may redeem **Public Warrants** at **$0.01** per warrant if **Class A common stock** equals or exceeds **$18.00** per share for **20** trading days within a **30**-day period, or at **$0.10** per warrant if **Class A common stock** equals or exceeds **$10.00** per share under specific conditions[88](index=88&type=chunk)[90](index=90&type=chunk)[91](index=91&type=chunk)[92](index=92&type=chunk) - **Private Placement Warrants** are identical to **Public Warrants** but are non-transferable/assignable/salable until **30** days post-Business Combination and are exercisable on a cashless basis and non-redeemable while held by initial purchasers[95](index=95&type=chunk) [NOTE 9. FAIR VALUE MEASUREMENTS](index=25&type=section&id=NOTE%209.%20FAIR%20VALUE%20MEASUREMENTS) Explains the fair value hierarchy used for assets and liabilities, particularly for investments in the Trust Account and warrant liabilities - The Company uses a fair value hierarchy (Level **1**, **2**, **3**) to classify assets and liabilities based on observable and unobservable inputs[96](index=96&type=chunk)[97](index=97&type=chunk) - As of June 30, 2021, assets in the **Trust Account** included **$898** in cash and **$278,821,021** in money market funds. As of December 31, 2020, it included **$897** in cash and **$278,766,888** in U.S. Treasury Securities[99](index=99&type=chunk) Fair Value of Liabilities (Warrant Liability) | Description | Level | June 30, 2021 (USD) | Level | December 31, 2020 (USD) | | :----------------------------------- | :---- | :------------ | :---- | :---------------- | | Warrant Liability – Public Warrants | 1 | $11,592,000 | 3 | $12,558,000 | | Warrant Liability – Private Warrants | 2 | $8,635,200 | 3 | $9,354,800 | - **Public Warrants** were valued using a binomial lattice model initially (Level **3**) and then at publicly listed trading price (Level **1**) after detachment. **Private Placement Warrants** were initially valued using a binomial lattice model (Level **3**) and subsequently classified as Level **2** due to observable market quotes for similar assets[103](index=103&type=chunk)[104](index=104&type=chunk) Changes in Fair Value of Level 3 Warrant Liabilities | Item | Private Placement (USD) | Public (USD) | Total Warrant Liabilities (USD) | | :------------------------------------- | :---------------- | :------------ | :------------------------ | | Fair value as of December 31, 2020 | $9,354,800 | $12,558,000 | $21,912,800 | | Change in fair value | $(2,672,800) | $(3,588,000) | $(1,685,600) | | Transfer to Level 1 | — | $(8,970,000) | $(8,970,000) | | Transfer to Level 2 | $(6,682,000) | — | $(6,682,000) | | Fair value as of June 30, 2021 | — | — | — | [NOTE 10. SUBSEQUENT EVENTS](index=28&type=section&id=NOTE%2010.%20SUBSEQUENT%20EVENTS) Confirms the review of subsequent events up to the financial statement issuance date, with no material adjustments or disclosures identified - The Company reviewed subsequent events up to the financial statement issuance date and identified no events requiring adjustment or disclosure[108](index=108&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=29&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management's discussion of KINS Technology Group Inc.'s financial condition and results, focusing on its SPAC status, operational performance, liquidity, and accounting policies [Overview](index=29&type=section&id=Overview) Provides an overview of KINS Technology Group Inc. as a blank check company focused on completing a business combination - KINS Technology Group Inc. is a **blank check company** formed on July 20, 2020, with the purpose of effecting a business combination. The Company intends to use cash from its **IPO**, **private placement warrants**, capital stock, debt, or a combination thereof for this purpose[112](index=112&type=chunk) - The Company expects to incur significant costs in pursuing its acquisition plans and cannot assure the successful completion of a business combination[113](index=113&type=chunk) [Results of Operations](index=29&type=section&id=Results%20of%20Operations) Summarizes the company's operational results, highlighting the absence of operating revenues and the primary drivers of net income or loss - The Company has not engaged in any operations or generated any revenues to date, other than activities related to its formation, **IPO**, and the search for a business combination. Operating revenues are not expected until after a business combination is completed[114](index=114&type=chunk) Net Income (Loss) Summary | Period | Net Income (Loss) (USD) | | :------------------------------------ | :---------------- |\n| Three months ended June 30, 2021 | $(4,894,262) |\n| Six months ended June 30, 2021 | $1,015,469 | - The net loss for the three months ended June 30, 2021, was primarily due to operating costs of **$327,104** and a negative change in the fair value of **warrant liabilities** of **$4,575,200**[115](index=115&type=chunk) - The net income for the six months ended June 30, 2021, was driven by a positive change in the fair value of **warrant liabilities** of **$1,685,600** and interest income, offset by operating costs of **$724,309**[116](index=116&type=chunk) [Liquidity and Capital Resources](index=31&type=section&id=Liquidity%20and%20Capital%20Resources) Discusses the company's liquidity and capital resources, including funds in the Trust Account and cash held outside for operational expenses - Following the **IPO** and private placement, **$278,760,000** was placed in the **Trust Account**. Transaction costs amounted to **$15,688,848**, including cash underwriting fees and **deferred underwriting fees**[118](index=118&type=chunk)[119](index=119&type=chunk) Cash Flow from Operating Activities (Six Months Ended June 30, 2021) | Item | Amount (USD) | | :-------------------------------------------- | :------------ |\n| Cash used in operating activities | $(323,279) |\n| Net income | $1,015,469 |\n| Change in fair value of warrant liabilities | $1,685,600 |\n| Interest income on marketable securities | $(54,134) |\n| Changes in operating assets and liabilities | $400,986 | - As of June 30, 2021, the Company had **$278,821,919** in the **Trust Account** and **$678,168** of cash held outside the **Trust Account**. Funds in the **Trust Account** are primarily for the Business Combination, while outside funds are for identifying and evaluating target businesses[121](index=121&type=chunk)[122](index=122&type=chunk) - The Company does not believe it needs additional funds for current operations but may require financing for a Business Combination or if redemptions are significant. Failure to secure funds could lead to cessation of operations and liquidation of the **Trust Account**[124](index=124&type=chunk) [Off-Balance Sheet Arrangements](index=33&type=section&id=Off-Balance%20Sheet%20Arrangements) States that the company has no off-balance sheet arrangements as of the reporting date - As of June 30, 2021, the Company had no off-balance sheet arrangements, such as relationships with unconsolidated entities, special purpose entities, debt guarantees, or non-financial asset purchases[126](index=126&type=chunk) [Contractual obligations](index=33&type=section&id=Contractual%20obligations) Details the company's contractual obligations, primarily administrative service fees and deferred underwriting fees - The Company has no long-term debt, capital lease obligations, operating lease obligations, or long-term liabilities, other than a monthly fee of **$20,000** payable to an affiliate of the Sponsor for administrative services[127](index=127&type=chunk) - A **deferred underwriting fee** of **$9,660,000** is payable to underwriters from the **Trust Account** only upon completion of a Business Combination[128](index=128&type=chunk) [Critical Accounting Policies](index=33&type=section&id=Critical%20Accounting%20Policies) Highlights the critical accounting policies, including the treatment of warrant liability and Class A common stock subject to redemption - Key accounting policies include the treatment of **Warrant Liability** (classified as liabilities at fair value, re-measured each period) and **Class A Common Stock Subject to Possible Redemption** (classified as temporary equity at fair value)[130](index=130&type=chunk)[131](index=131&type=chunk) - Net Income (Loss) Per Common Share is calculated using the two-class method, distinguishing between **Class A redeemable common stock** and **Class B non-redeemable common stock**[133](index=133&type=chunk) [Recent Accounting Standards](index=34&type=section&id=Recent%20Accounting%20Standards) Indicates that recently issued accounting standards are not expected to materially affect the financial statements - Management does not believe that any recently issued, but not yet effective, accounting standards would materially affect the condensed financial statements if currently adopted[134](index=134&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=34&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This section states that quantitative and qualitative disclosures about market risk are not required for smaller reporting companies - Quantitative and Qualitative Disclosures About Market Risk are not required for smaller reporting companies[135](index=135&type=chunk) [Item 4. Controls and Procedures](index=34&type=section&id=Item%204.%20Controls%20and%20Procedures) Evaluation of disclosure controls and procedures, identifying a material weakness in warrant classification and outlining remediation efforts [Evaluation of Disclosure Controls and Procedures](index=34&type=section&id=Evaluation%20of%20Disclosure%20Controls%20and%20Procedures) Assesses the effectiveness of disclosure controls and procedures, noting a material weakness in warrant classification - As of June 30, 2021, the Chief Executive Officer and Chief Financial Officer concluded that the Company's **disclosure controls and procedures** were ineffective due to a **material weakness** in **internal control over financial reporting** concerning the classification of warrants as equity instead of derivative liabilities[137](index=137&type=chunk) [Changes in Internal Control over Financial Reporting](index=34&type=section&id=Changes%20in%20Internal%20Control%20over%20Financial%20Reporting) Describes changes in internal control over financial reporting, including remediation efforts for the identified material weakness - No **material changes** in **internal control over financial reporting** occurred during the quarter, other than remediation steps implemented to address the **material weakness**, including enhanced supervisory review of accounting procedures and improved review processes for complex securities. As of June 30, 2021, this had not been fully remediated[138](index=138&type=chunk) [Limitations on the Effectiveness of Controls](index=34&type=section&id=Limitations%20on%20the%20Effectiveness%20of%20Controls) Acknowledges the inherent limitations of internal control systems in preventing all errors or fraud - Management acknowledges that control systems provide only reasonable, not absolute, assurance against errors and fraud due to inherent limitations and resource constraints[139](index=139&type=chunk) Part II. Other Information [Item 1. Legal Proceedings](index=36&type=section&id=Item%201.%20Legal%20Proceedings) States that the Company is not currently involved in any legal proceedings - The Company has no legal proceedings[142](index=142&type=chunk) [Item 1A. Risk Factors](index=36&type=section&id=Item%201A.%20Risk%20Factors) Refers to risk factors from the Annual Report on Form 10-K/A, noting no material changes - There have been no **material changes** to the risk factors disclosed in the Company's Annual Report on Form 10-K/A[142](index=142&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=36&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) Details the IPO and private placement of warrants, including gross proceeds and allocation of funds to the Trust Account - The Company consummated its **IPO** on December 17, 2020, selling **27,600,000** Units at **$10.00** per Unit, generating **$276.0 million** in gross proceeds[144](index=144&type=chunk) - Simultaneously, **10,280,000 Private Placement Warrants** were sold at **$1.00** each to the Sponsor, generating approximately **$10.3 million**, pursuant to an exemption from registration under Section **4(a)(2)** of the Securities Act[145](index=145&type=chunk) - An aggregate of **$278,760,000** from the **IPO** and private placement was placed in the **Trust Account**. The Company paid **$5,520,000** in underwriting discounts and commissions and **$508,848** for other offering costs, with an additional **$9,660,000** in **deferred underwriting discounts**[147](index=147&type=chunk) [Item 3. Defaults Upon Senior Securities](index=36&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) Confirms that there are no defaults upon senior securities - There are no defaults upon senior securities[149](index=149&type=chunk) [Item 4. Mine Safety Disclosures](index=36&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) States that there are no mine safety disclosures - There are no mine safety disclosures[149](index=149&type=chunk) [Item 5. Other Information](index=36&type=section&id=Item%205.%20Other%20Information) Indicates that there is no other information to disclose - There is no other information to disclose[149](index=149&type=chunk) [Item 6. Exhibits](index=38&type=section&id=Item%206.%20Exhibits) Lists the exhibits filed or incorporated by reference in the Quarterly Report on Form 10-Q Exhibits Filed | No. | Description of Exhibit |\n| :-------- | :-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |\n| (1) 3.1 | Amended and Restated Certificate of Incorporation of the Registrant |\n| 31.1* | Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |\n| 32.1** | Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |\n| 101.INS* | XBRL Instance Document |\n| 101.SCH* | XBRL Taxonomy Extension Schema Document |\n| 101.CAL* | XBRL Taxonomy Extension Calculation Linkbase Document |\n| 101.DEF* | XBRL Taxonomy Extension Definition Linkbase Document |\n| 101.LAB* | XBRL Taxonomy Extension Labels Linkbase Document |\n| 101.PRE* | XBRL Taxonomy Extension Presentation Linkbase Document | Part III. Signatures [SIGNATURES](index=39&type=section&id=SIGNATURES) Contains the required signatures for the Form 10-Q report by the Chief Executive Officer and Chief Financial Officer - The report was signed by Khurram Sheikh, Chief Executive Officer and Chief Financial Officer of KINS Technology Group Inc., on August 16, 2021[156](index=156&type=chunk)[157](index=157&type=chunk)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39642 KINS TECHNOLOGY GROUP INC. (Exact Name of Registrant as Specified in Its Charter) | --- | --- | --- | |------------ ...