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].

Table of Contents As filed with the Securities and Exchange Commission on April 19, 2023 Registration No. 333-[•] UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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 Squa ...

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 ...