KINS Technologies Group Inc. Announces Execution of Merger
PALO ALTO, Calif., Sept. 26, 2022 (Globe NEWSWIRE) — KINS Engineering Group Inc (NASDAQ: KINZ) (“KINS”), a particular function acquisition company sponsored by KINS Money LLC, declared the execution of an settlement and prepare of merger the (“Merger Agreement”) pursuant to which it will get a primary-edge workplace expertise software organization from Inpixon (NASDAQ: INPX). The transaction will be structured as a business enterprise mix with Inpixon’s wholly owned subsidiary, CXApp Holdings Corp (“CXApp”) and is predicted to consequence in Inpixon shareholders getting shares of KINS money inventory valued at approximately $69 million (the “Business Combination”). The transaction has been accredited by every single of the Board of Administrators of KINS, CXApp and Inpixon and is expected to be consummated in the fourth quarter of 2022, matter to regulatory and stockholder acceptance by the stockholders of KINZ and the pleasure of sure other customary closing problems.
The CXApp system features a suite of place of work working experience options like an business place of work application, situations platform, indoor mapping and augmented truth technologies, targeting the rising hybrid office market to deliver improved ordeals throughout people today, places, and things.
On the closing of the Enterprise Mix, the put together firm is envisioned to work under the name CXApp Inc. and continue being a NASDAQ-shown general public company investing beneath a new ticker symbol.
Mr. Khurram Sheikh, Chairman and Chief Executive Officer of KINS, reported, “CXApp is a “category-maker” organization that has created the most participating application for the hybrid place of work sector, and we appear forward to consummating this transaction. We think that with its exceptional price proposition and know-how leadership CXApp is nicely-positioned for substantial advancement. We perspective the transaction valuation as really appealing to traders. We believe that by way of our merger, coupled with the KINS team’s track record in correctly setting up businesses, it has the potential to make important worth for stockholders more than time.”
The description of the Business enterprise Blend contained herein is only a summary and is skilled in its entirety by reference to the Merger Agreement relating to the transaction. For supplemental details, see KINS’s Latest Report on Kind 8-K, which will be filed promptly and can be acquired at the internet site of the U.S. Securities and Exchange Fee (“SEC”) at www.sec.gov.
Skadden, Arps, Slate, Meagher and Flom LLP is serving as lawful advisor to KINS and Mitchell Silberberg and Knupp LLP is acting as legal advisor to CXApp.
About CXApp Holding Inc
CXApp is a wholly owned subsidiary of Inpixon® (Nasdaq: INPX), the innovator of Indoor Intelligence®, delivering actionable insights for people today, spots and items. Combining the electric power of mapping, positioning and analytics, Inpixon assists to develop smarter, safer, and much more safe environments. The company’s Indoor Intelligence and mobile app methods are leveraged by a multitude of industries to optimize functions, raise efficiency, and increase basic safety. Inpixon customers can just take gain of marketplace foremost place consciousness, RTLS, place of work and hybrid celebration alternatives, analytics, sensor fusion, IIoT and the IoT to build extraordinary experiences and to do superior with indoor facts.
About KINS Technological know-how Team
KINS Technological know-how Group Inc is a blank test business fashioned as a Delaware corporation for the objective of effecting a merger, money stock trade, asset acquisition, stock invest in, reorganization, or related small business combination with 1 or far more enterprises. KINS Technological innovation Group is centered on identifying and attaining transformative engineering enterprises that are shaping the electronic upcoming and making a new paradigm of communications and computing.
The 5 pillars of this new paradigm are upcoming technology connectivity, open up computer software, edge-cloud computing, predictive facts analytics (AI), and immersive media systems. We believe that the world is at an inflection stage and these systems are accelerating electronic transformation throughout all vertical market place segments such as IT, industrial, transportation, sensible infrastructure, health care, schooling, agriculture, and entertainment.
Forward Seeking Statements
This press release consists of ahead-searching statements that involve challenges and uncertainties. Ahead-searching statements are statements that are not historical specifics and may well be accompanied by phrases that convey projected long run gatherings or results, this kind of as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “design,” “intend,” “expect,” “could,” “plan,” “potential,” “predict,” “seek,” “target,” “aim,” “plan,” “project,” “forecast,” “should,” “would,” or versions of these phrases or by expressions of comparable this means. These types of ahead-hunting statements, such as statements about anticipated financial and operational effects, projections of current market option and anticipations, the approximated post-transaction business worth, the pros and anticipated progress of the mixed enterprise, the hard cash placement of the combined company next closing, the potential of CXApp and KINS to consummate the proposed Organization Blend Settlement and the timing of this sort of consummation, are topic to threats and uncertainties, which could result in real benefits to differ from the ahead-searching statements. Vital factors that could lead to the blended company’s genuine benefits or results to differ materially from those people talked about in the ahead-searching statements contain: CXApp’s minimal running history CXApp’s means to regulate progress CXApp’s potential to execute its company strategy CXApp’s estimates of the measurement of the marketplaces for its small business CXApp’s potential to identify and combine acquisitions common financial and market circumstances impacting need for CXApp’s goods and products and services the inability to full the proposed transactions the inability to realize the expected benefits of the proposed transactions, which might be impacted by, among other things, the total of cash offered next any redemptions of Class A widespread stock of KINS by its general public stockholders the skill to satisfy Nasdaq’s listing requirements pursuing the consummation of the proposed transactions expenses related to the proposed transactions and these kinds of other pitfalls and uncertainties as are discussed in the proxy statement to be submitted relating to the Enterprise Mixture Settlement. Other aspects include things like the probability that the proposed business mix does not shut, such as thanks to the failure to acquire expected safety holder approvals, or the failure of other closing problems.
Each of CXApp and KINS expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-wanting statements contained herein to replicate any change in CXApp’s or KINS’s anticipations with respect thereto or any improve in gatherings, ailments or circumstances on which any statement is based mostly, except as needed by regulation.
No Present or Solicitation
This press launch shall not represent a proxy assertion or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Proposed Company Mix. This press launch does not represent an offer you to promote or the solicitation of an offer you to invest in any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which these kinds of present, solicitation or sale would be illegal prior to registration or qualification beneath the securities rules of any these types of jurisdiction. No offer you of securities shall be manufactured other than by suggests of a prospectus meeting the prerequisites of the Securities Act of 1933, as amended.
Extra Info and Exactly where to Come across It
In link with the Transactions explained herein, KINS intends to file pertinent products with the SEC, together with a registration statement on Kind S-4, which will include a proxy statement/prospectus. The proxy assertion/prospectus will be sent to all KINS stockholders. KINS will also file other documents with regards to the proposed transactions with the SEC. Before building any voting or financial investment selection, investors and stability holders of KINS are urged to read the registration assertion, the proxy statement/prospectus and all other related paperwork filed or that will be filed with the SEC in link with the proposed transactions as they grow to be offered mainly because they will incorporate crucial information about the proposed transactions.
Investors and protection holders will be able to receive free copies of the proxy assertion/prospectus and all other relevant files filed or that will be submitted with the SEC by KINS as a result of the web site maintained by the SEC at www.sec.gov. In addition, the documents submitted by KINS might be obtained free of demand from KINS’s internet site at www.kins-tech.com or by published ask for to KINS at KINS Know-how Group Inc., 4 Palo Alto Square, Suite 200, 3000 El Camino True, Palo Alto, CA 94306.
Individuals in the Solicitation
KINS and CXApp and their respective administrators and government officers, underneath SEC rules, may well be considered to be members in the solicitation of proxies of KINS’ shareholders in link with the small business combination. Investors and security holders may get hold of far more detailed information and facts pertaining to the names and pursuits in the business enterprise blend of KINS’ directors and officers in KINS’ filings with the SEC, which include KINS’ Once-a-year Report on Form 10-K for the fiscal yr ended December 31, 2021 submitted with the SEC on March 30, 2022. To the extent that holdings of KINS’s securities have adjusted from the quantities claimed in KINS’s Once-a-year Report on Kind 10-K, these kinds of alterations have been or will be reflected on Statements of Changes in Valuable Ownership on Type 4 submitted with the SEC. Information pertaining to the folks who might, underneath SEC principles, be considered members in the solicitation of proxies to KINS’s shareholders in link with the enterprise mix will be established forth in the proxy statement/prospectus filed as aspect of the Registration Statement on Kind S-4 for the small business blend, which is anticipated to be filed by KINS with the SEC. You might get totally free copies of these documents as described in the preceding paragraph.
For investor and media inquiries, remember to get hold of:
KINS Know-how Team Inc
3000 El Camino Genuine
4 Palo Alto Sq., Suite 200
Attn: Khurram P. Sheikh