Revenue Performance - Revenue for the three months ended March 31, 2024, was $1,818 thousand, a decrease of $144 thousand compared to $1,620 thousand for the period from January 1, 2023, to March 14, 2023[161]. - Subscription-based revenue constituted 87% of total revenue for the three months ended March 31, 2024, up from 74% for the same period in 2023, indicating a 13% increase in revenue mix[162]. Profitability and Loss - Gross profit margin improved to 82% for the three months ended March 31, 2024, compared to 70% for the period from January 1, 2023, to March 14, 2023[163]. - The net loss for the three months ended March 31, 2024, was $5,170 thousand, compared to a net income of $2,758 thousand for the period from March 15, 2023, to March 31, 2023[159]. - Adjusted EBITDA for the same period was $(2,281) thousand, a decline from $(362) thousand in the prior year[171]. Operating Expenses - Operating expenses were $5,078 thousand for the three months ended March 31, 2024, a decrease of $1,182 thousand compared to $5,518 thousand for the period from January 1, 2023, to March 14, 2023[164]. Other Income and Tax - Other income/expense was a $1,790 thousand expense for the three months ended March 31, 2024, primarily due to changes in fair value of derivative warrant liabilities[165]. - The income tax benefit for the three months ended March 31, 2024, was approximately $207 thousand, down from $1,560 thousand for the same period in 2023[166]. Cash Flow and Liquidity - The company had a working capital deficiency of approximately $5,280 thousand and cash of approximately $5,603 thousand as of March 31, 2024[179]. - Net cash used in operating activities during the three months ended March 31, 2024 was $650 thousand, an improvement from $4,431 thousand in the same period of 2023[181]. - Cash flows used in investing activities were approximately $18 thousand for the three months ended March 31, 2024, compared to $9,980 thousand in the same period of 2023[182]. - There were no cash flows provided by or used in financing activities during the three months ended March 31, 2024, contrasting with $328 thousand used in the same period of 2023[183]. - The company believes its current liquidity position is sufficient to meet its working capital needs for the next 12 months[180]. Business Operations - CXApp's SaaS platform targets the emerging hybrid workplace market, offering solutions such as indoor mapping and AI-based analytics[149]. - The company aims to enhance employee experiences by reducing app overload and streamlining workflows through The Workplace SuperApp[150]. Financing and Obligations - The company entered into an equity line financing agreement for up to $10,000 thousand, with an initial draw of $2,500 thousand expected in Q2 2024[176]. - The company has total obligations for operating leases of approximately $391 thousand, with $231 thousand expected to be paid in the next twelve months[185]. Accounting and Compliance - CXApp is classified as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of certain accounting standards until they apply to private companies[191]. - The company has elected to take advantage of the extended transition period for complying with new or revised accounting standards, which may affect the comparability of its financial statements[192]. - There have been no significant changes to critical accounting estimates during the three-month period ended March 31, 2024, compared to the previous annual report[190].

Market Growth and Trends - The digital workplace market size was valued at $27.4 billion in 2022 and is projected to grow to $90.5 billion by 2030, reflecting a significant increase in demand for workplace technology solutions [47]. - The global virtual events market was valued at $114.12 billion in 2021 and is expected to expand at a CAGR of 21.4% from 2022 to 2030, driven by the increasing use of collaboration tools [48]. - The occupancy analytics market in commercial office space was estimated at $2.17 billion in 2019 and is expected to rise to $5.73 billion by 2024, growing at a CAGR of 21.5% [50]. - The workplace experience apps market is estimated to be around 15% of the overall occupancy analytics market, indicating a growing niche within the sector [50]. Company Strategy and Product Development - CXApp's platform integrates various technologies to enhance employee engagement and workplace experience, targeting the emerging hybrid workplace market [28]. - The company has a multi-year product roadmap focusing on augmented reality, 3D mapping, and enhanced analytics capabilities to improve workplace decision-making [33]. - CXApp's analytics dashboard provides insights into real estate, technology, and employee interactions, enabling data-driven decisions for optimizing workplace services [34]. - The company aims to expand its direct sales team into new verticals and grow its foundational channel partner program to enhance market presence [57]. - The CXApp platform is designed to streamline operations in a single mobile app, providing real-time communications and collaboration for employees across various locations [58]. - The company plans to further integrate AI capabilities into its product offerings, which may incur substantial costs and potential delays in software releases [146]. Financial Performance and Projections - CXApp incurred recurring net losses of approximately $53.6 million and $29.2 million for the fiscal years ended 2023 and 2022, respectively [79]. - The company may need additional capital to support operations, which could be satisfied by additional debt or equity financings, potentially diluting existing stockholders [80]. - Revenue forecasting remains uncertain, with potential adverse effects on profitability if forecasts are not met [132]. - The company faces significant price competition, which may force it to reduce prices and adversely affect results of operations [153]. Compliance and Regulatory Challenges - The company faces increased costs and management distraction due to compliance with SEC and Nasdaq regulations as a public entity [125]. - The company received a notice from Nasdaq on April 18, 2024, for failing to file its 2023 Form 10-K, affecting its compliance with listing rules [128]. - The company plans to implement enhancements to its internal control over financial reporting starting in Q2 2024 [137]. - Compliance with diverse and changing legal requirements is costly and time-consuming, and violations could result in significant fines and reputational damage [161]. Intellectual Property and Legal Risks - The company has filed 37 patents, with 17 already granted, establishing its position as a technological frontrunner in the workplace experience sector [45]. - The company has not registered copyrights on any of the software developed, which may lead to difficulties in enforcing intellectual property rights and potential revenue loss [101]. - The company may face claims of infringing on third-party intellectual property rights, which could result in significant litigation costs and impact its financial condition [105]. - Legal claims related to trade secrets or intellectual property could result in substantial costs and distract management [99]. Operational and Market Risks - The company’s growth is dependent on increasing sales to existing customers and obtaining new customers, which may be limited by competition and market conditions [86]. - The ongoing military conflict between Russia and Ukraine has negatively impacted the global economy, potentially affecting the company's business indirectly [163]. - The company relies on a limited number of key customers, and the loss of significant business from any of these customers could materially affect results of operations [149]. - The company may face challenges in attracting and retaining skilled personnel, which is critical for managing growth and completing contracts [96]. Capital Structure and Stockholder Considerations - The company does not intend to pay dividends on its common stock, limiting returns to stockholders to potential stock price appreciation [112]. - The company may issue additional securities in connection with investments or acquisitions, potentially resulting in dilution for existing stockholders [118]. - Anti-takeover provisions in the company's organizational documents may delay or prevent beneficial changes of control, limiting stockholder options [120]. - A sustained depression in the market price of the company's common stock could lead to impairment losses, negatively affecting financial condition and results of operations [119]. Risk Management and Security - The company's information security program is aligned with ISO 27001 and SOC 2 frameworks, focusing on risk management and compliance [186]. - Annual risk assessments are conducted to identify and mitigate security risks related to corporate operations and services [187]. - The risk management framework includes guidelines for identifying and estimating the costs of protective measures against security risks [189]. - The IT Department is responsible for prioritizing and implementing risk-reduction measures as defined in the risk assessment process [192].

Financial Performance - Revenue for the three months ended September 30, 2023, was $1,770 thousand, a slight increase of $28 thousand compared to $1,742 thousand for the same period in 2022[161] - Gross profit margin improved to 80% for the three months ended September 30, 2023, up from 71% in the same period of 2022, due to a more efficient cost structure[162] - Operating expenses decreased significantly to $5,641 thousand for the three months ended September 30, 2023, down from $10,759 thousand in the same period of 2022, reflecting reduced administrative costs[163] - Other income for the three months ended September 30, 2023, was $5,253 thousand, a substantial increase from an expense of $1,413 thousand in the same period of 2022, primarily due to changes in fair value of derivative warrant liabilities[164] - For the three months ended September 30, 2023, the Company reported a net income of approximately $1,441 thousand, while for the period from March 15, 2023 to September 30, 2023, it incurred a net loss of approximately $10,531 thousand[179] - The Company incurred a net loss of approximately $10,531 thousand for the three months ended September 30, 2023, compared to a net loss of $4,380 thousand for the same period in the previous year[184] Revenue Recognition - The company recognizes revenue when control is transferred to customers, primarily from software as a service and professional services for enterprise apps[192] - Revenue from subscription software as a service contracts is recognized over time using the output method, reflecting continuous access to the service[194] - Professional services revenue is accounted for using the percentage of completion method, recognizing revenue in proportion to the stage of completion of the contract[199] - The company utilizes a five-step process for revenue recognition, requiring significant judgment and estimates regarding distinct performance obligations[194] Operating Expenses and Cash Flow - Operating expenses for the period from March 15, 2023, to September 30, 2023, were $11,501 thousand, a decrease from $26,779 thousand for the nine months ended September 30, 2022[169] - The Company used approximately $8,937 thousand in cash for operating activities during the period from March 15, 2023 to September 30, 2023[179] - Net cash provided by investing activities was approximately $9,956 thousand for the period from March 15, 2023 to September 30, 2023, primarily due to cash acquired in connection with the Business Combination[185] - Net cash provided by financing activities was approximately $4,674 thousand for the period from March 15, 2023 to September 30, 2023[186] Tax and Valuation - The company has established a full valuation allowance for deferred tax assets as of September 30, 2023, due to historical losses and insufficient future profit projections[202] - No interest or penalties on uncertain tax positions were recorded during the three months ended September 30, 2023[203] - The company has not recorded any impairment charges for long-lived assets for the three months ended September 30, 2023[197] - Goodwill and other indefinite-lived assets are evaluated for impairment at least annually, with no indicators of impairment noted as of September 30, 2023[200] Business Operations - The business combination completed on March 14, 2023, involved the spin-off of Legacy CXApp to Inpixon's shareholders, enhancing the company's operational focus[156] - The Company implemented a headcount reduction in North America, resulting in cost savings of approximately $300 thousand per quarter[180] - The total obligation for operating leases as of September 30, 2023, was approximately $594 thousand, with $321 thousand expected to be paid in the next twelve months[188] - The company believes it has mitigated going concern issues for at least one year from the date the financial statements were issued, despite recurring losses and cash utilization[182] Accounting Policies - The company accounts for business combinations using the acquisition method, recording assets and liabilities at fair value at the date of acquisition[205] - The company has elected to take advantage of the extended transition period for complying with new accounting standards as an emerging growth company[209] - The company evaluates the remaining useful lives of long-lived assets and has determined no revisions are necessary as of the latest reporting periods[198] - The company monitors and evaluates estimates related to discounts and rebates, although historically these have not been significant[195]

Revenue and Profitability - Revenue for the three months ended June 30, 2023, was $1,915 thousand, a decrease of $234 thousand compared to $2,149 thousand for the same period in 2022[155]. - Gross profit margin remained stable at 75% for both the three months ended June 30, 2023, and June 30, 2022[156]. - For the period from March 15, 2023, to June 30, 2023, revenue was $2,257 thousand, compared to $1,620 thousand for the period ended March 14, 2023[161]. - Gross profit margin for the period from March 15, 2023, to June 30, 2023, was 75%, up from 70% for the period ended March 14, 2023[162]. Operating Expenses - Operating expenses decreased significantly to $5,118 thousand for the three months ended June 30, 2023, from $12,455 thousand in the same period of 2022, primarily due to a prior goodwill impairment[157]. - Operating expenses for the period from March 15, 2023, to June 30, 2023, were $5,860 thousand, a decrease from $16,020 thousand for the six months ended June 30, 2022[163]. Net Loss - The net loss for the three months ended June 30, 2023, was $14,730 thousand, compared to a net loss of $11,034 thousand for the same period in 2022[154]. - The company incurred a net loss of approximately $14,730 thousand for the three months ended June 30, 2023, and $11,972 thousand for the period from March 15, 2023 to June 30, 2023[173]. Cash Flow and Working Capital - Cash flows provided by investing activities during the period from March 15, 2023 to June 30, 2023 were approximately $9,977 thousand, compared to net cash flows used in investing activities of $54 thousand for the predecessor period[179]. - As of June 30, 2023, the company had a working capital deficit of approximately $12,126 thousand and cash of approximately $4,543 thousand[173]. - The company used approximately $6,598 thousand of cash for operating activities during the period from March 15, 2023 to June 30, 2023[173]. - The company reported net cash used in operating activities of $(6,598) thousand for the period from March 15, 2023 to June 30, 2023, compared to $(5,144) thousand for the predecessor period[177]. Financing Activities - Net cash flows used in financing activities from March 15, 2023, to June 30, 2023, amounted to $328 thousand, a significant decrease compared to net cash flows provided of approximately $8,892 thousand for the period from January 1, 2023, to March 14, 2023[180]. - From July 1, 2023 to August 14, 2023, warrant holders exercised approximately 435 thousand warrants at an exercise price of $11.50, resulting in total cash proceeds of $5,000 thousand[173]. Tax and Valuation - The income tax benefit for the period from March 15, 2023 to June 30, 2023 was approximately $2,541 thousand, compared to an income tax expense of $62 thousand for the six months ended June 30, 2022[165]. - The company has established a full valuation allowance for deferred tax assets as of June 30, 2023, due to historical losses and insufficient future profit generation[195]. Business Combinations and Goodwill - The company completed a business combination valued at approximately $70,000 thousand on September 25, 2022, acquiring Inpixon's enterprise apps business[146]. - Goodwill and other indefinite-lived assets are evaluated for impairment at least annually, with no indicators of impairment noted as of June 30, 2023[193]. - Business combinations are accounted for using the acquisition method, with goodwill recorded as the excess of purchase price over fair value of net assets acquired[197]. Revenue Recognition - Revenue from subscription software as a service contracts is recognized over time using the output method, reflecting continuous access to the service[191]. - Professional services revenue is recognized using the percentage of completion method, with estimates determining total contract costs[191]. - Revenue recognition involves significant estimates and judgments, particularly in determining distinct performance obligations[188]. Derivative Liabilities and Accounting Standards - The company utilizes ASC 815-40 guidance for derivative warrant liabilities, classifying them as liabilities at fair value, subject to re-measurement at each reporting period[199]. - The company has elected to take advantage of the extended transition period for complying with new accounting standards as an emerging growth company[201].

As filed with the Securities and Exchange Commission on July 5, 2023 Registration No. 333-271340 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 4 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CXApp Inc. (Exact name of registrant as specified in its charter) (State or jurisdiction of incorporation or organization) Delaware 7370 85-2104918 (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification No.) Four Palo Alto Sq ...

As filed with the Securities and Exchange Commission on June 30, 2023 Registration No. 333-271340 (I.R.S. Employer Identification No.) Four Palo Alto Square, Suite 200, 3000 El Camino Real Palo Alto, CA 94306 (650) 575-4456 (Address and telephone number of registrant's principal executive offices and principal place of business) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 3 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CXApp Inc. (Exact name of ...

As filed with the Securities and Exchange Commission on June 20, 2023 Registration No. 333-271340 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CXApp Inc. (Exact name of registrant as specified in its charter) (State or jurisdiction of incorporation or organization) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 Four Palo Alto Square, Suite 200, 3000 El Camino Real Palo Alto, CA 94306 (650) 575-4456 (Address and telephone number of registrant's ...

As filed with the Securities and Exchange Commission on June 20, 2023 Registration No. 333-271340 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CXApp Inc. (Exact name of registrant as specified in its charter) (I.R.S. Employer Identification No.) Four Palo Alto Square, Suite 200, 3000 El Camino Real Palo Alto, CA 94306 (650) 575-4456 (Address and telephone number of registrant's principal executive ...

As filed with the Securities and Exchange Commission on May 26, 2023 Registration No. 333-271340 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO.1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CXApp Inc. (Exact name of registrant as specified in its charter) (State or jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) Delaware 7370 85-2104918 (I.R.S. Employer Identification No.) Four Palo Alto Squ ...

Financial Performance - For the period ended March 31, 2023, the company reported revenues of $342 thousand, a decrease of $620 thousand from $2,582 thousand for the same period in 2022[131]. - Gross profit margin for the period ended March 31, 2023, was 75%, compared to 77% for the same period in 2022[133]. - Operating expenses for the period ended March 31, 2023, were $742 thousand, significantly lower than $3,565 thousand for the same period in 2022[134]. - The company achieved a net income of $2,758 thousand for the period ended March 31, 2023, compared to a net loss of $1,671 thousand for the same period in 2022[131]. - The gross profit for the period ended March 31, 2023, was $255 thousand, down from $1,993 thousand for the same period in 2022[131]. - Adjusted EBITDA for the period ended March 31, 2023, was $(362) thousand, compared to $(2,898) thousand for the same period in 2022[139]. Cash Flow and Financial Position - As of March 31, 2023, the company reported cash and cash equivalents of approximately $6,724 thousand and a working capital surplus of approximately $3,052 thousand[143][144]. - For the period ended March 31, 2023, the company had a net income of approximately $2,758 thousand, while net cash used in operating activities was approximately $4,431 thousand[144][148]. - Net cash flows provided by investing activities during the period ended March 31, 2023, was approximately $9,980 thousand, significantly higher than the previous periods[149]. - The company experienced net cash flows used in financing activities of $328 thousand for the period ended March 31, 2023, compared to inflows of approximately $8,892 thousand in the prior period[150]. - The company utilized approximately $4,431 thousand of cash for operating activities during the period ended March 31, 2023, compared to $5,144 thousand in the prior period[148]. Tax and Valuation - The income tax benefit for the period ended March 31, 2023, was approximately $1,560 thousand, resulting from the release of valuation allowance attributable to acquired intangible assets[136]. - The company has established a full valuation allowance for deferred tax assets as of March 31, 2023, due to historical losses and insufficient future profit generation[167]. - No interest or penalties on uncertain tax positions were recorded during the periods ended March 31, 2023, March 14, 2023, or March 31, 2022[168]. Business Operations and Strategy - The company completed a business combination valued at approximately $70 million on September 25, 2022, acquiring Inpixon's enterprise apps business[125]. - The company’s SaaS platform targets the emerging hybrid workplace market, offering solutions such as indoor mapping and AI-based analytics[123]. - The company acknowledges that the impact of COVID-19 and macroeconomic conditions on its operations remains uncertain, affecting demand and project timelines[145][146]. - The company does not have any off-balance sheet guarantees or trading activities involving non-exchange traded contracts[151]. Revenue Recognition - The company recognizes revenue from software as a service and professional services, with specific methods for revenue recognition based on contract terms[157][161]. - Revenue from subscription software as a service contracts is recognized over time using the output method, while professional services revenue is accounted for using the percentage of completion method[161]. - The company recognizes revenue when control of promised products or services is transferred to customers, reflecting the expected consideration[157]. Accounting and Reporting - Adjusted EBITDA is presented as a supplemental metric, but it has limitations and should not be considered a substitute for net income or GAAP results[142][147]. - The company accounts for business combinations using the acquisition method, recording acquired assets and liabilities at fair value, with any excess purchase price recognized as goodwill[169]. - All acquisition costs related to business combinations are expensed as incurred, and any changes in estimated fair values of net assets recorded for acquisitions will adjust the goodwill amount[169]. - The company has elected to utilize the extended transition period for complying with new accounting standards, which may affect comparability with other companies[173]. Goodwill and Assets - Goodwill and other indefinite-lived assets were recorded in connection with the Business Combination, with goodwill not being amortized and evaluated for recoverability at least annually[165]. - The company did not record any impairment charges related to long-lived assets for the periods ended March 31, 2023, or December 31, 2022[163]. - The company evaluates the remaining useful lives of long-lived assets and intangible assets, determining that no revisions were warranted during the reporting periods[164]. Other Financial Instruments - Warrants are classified as liabilities at fair value and are subject to re-measurement at each reporting period until exercised[171]. - CXApp qualifies as an "emerging growth company" under the JOBS Act, allowing it to take advantage of certain reporting exemptions[172].