Sec Form 4 Filing - KINS Capital Sponsor LLC @ CXApp Inc. - 2023-08-28

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person KINS Capital Sponsor LLC 2. Issuer Name and Ticker or Trading Symbol CXApp Inc. [ CXAI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) FOUR PALO ALTO SQUARE, SUITE 200, 3000 EL CAMINO REAL 3. Date of Earliest Transaction (MM/DD/YY) 08/28/2023 (Street) PALO ALTO, CA94306 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Class A Common Stock 08/28/2023 J( 1 ) 6,652,776 D $ 0 0 ( 4 ) D ( 2 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Private Placement Warrants $ 11.5 08/28/2023 J( 1 ) 9,103,528 ( 3 ) 03/14/2028 Class A Common Stock 9,103,528 $ 0 0 ( 4 ) D ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other KINS Capital Sponsor LLC FOUR PALO ALTO SQUARE, SUITE 200 3000 EL CAMINO REAL PALO ALTO, CA94306 X CVH, LLC FOUR PALO ALTO SQUARE, SUITE 200 3000 EL CAMINO REAL PALO ALTO, CA94306 X Sheikh Khurram P FOUR PALO ALTO SQUARE, SUITE 200 3000 EL CAMINO REAL PALO ALTO, CA94306 X X Chief Executive Officer Signatures KINS Capital Sponsor LLC (formerly known as KINS Capital LLC) By: /s/ Khurram P. Sheikh, President 08/30/2023 Signature of Reporting Person Date CVH, LLC (formerly known as Cardinal Venture Holdings LLC) By: /s/ Khurram P. Sheikh, Managing Member 08/30/2023 Signature of Reporting Person Date /s/ Khurram P. Sheikh 08/30/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Reflects Issuer securities distributed by KINS Capital Sponsor LLC (formerly known as KINS Capital LLC) ("Sponsor") to its members on a pro-rata basis. ( 2 )The Sponsor, in whose name the securities reported herein were held, is managed by its managing member, CVH, LLC (formerly known as Cardinal Venture Holdings LLC) ("CVH"). The managing member of CVH is Khurram P. Sheikh. Each of CVH and Mr. Sheikh may be deemed a beneficial owner of shares held by the Sponsor but each disclaims beneficial ownership of any such shares except to the extent of its or his respective pecuniary interest therein. ( 3 )Each private placement warrant is exercisable for one share of the Issuer's Class A Common Stock. All of the private placement warrants reported herein are exercisable. ( 4 )Khurram P. Sheikh is the managing member of CVH and received 1,814,120 of the shares of the Issuer's Class A common stock and 657,528 of the private placement warrants distributed by the Sponsor based on his interests therein and now owns those securities directly. JKSFS Crut, for which Mr. Sheikh is the trustee, received 453,530 of the shares of the Issuer's Class A common stock distributed by the Sponsor based on its interests therein. Mr. Sheikh may be deemed a beneficial owner of the securities held by JKSFS Crut but disclaims beneficial ownership of any such securities except to the extent of his pecuniary interest therein.

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

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.