Palo Alto, Calif., Sept. 26, 2022 (GLOBE NEWSWIRE) — Kings Technology Group Corporation (NASDAQ: KINZ) (“KINS”), a special purpose acquisition company sponsored by KINS Capital LLC, announced the execution of an agreement and plan of merger (the “Merger Agreement”) pursuant to which it will acquire a leading of workplace experience apps for business Impison (NASDAQ: INPX). The transaction will be a business combination with a wholly owned subsidiary of Inpixon, CXApp Holdings (“CXApp”), Inpixon shareholders are expected to receive approximately $69 million in KINS share capital (the “Business Combination”). The transaction, which has been approved by the boards of directors of KINS, CXApp and Inpixon, is expected to close in the fourth quarter of 2022, subject to regulatory and shareholder approvals from KINZ shareholders and certain other customary closing conditions.
The CXApp platform provides a suite of workplace experience solutions, including enterprise workplace applications, event platforms, indoor maps and augmented reality, targeting the emerging hybrid workplace market, delivering enhanced experiences across people, places and things.
Upon completion of the business combination, the combined company is expected to operate under the name CXApp Inc. And remain a public company listed on the Nasdaq, trading under the new ticker symbol.
gentlemen. Khurram Sheikh, Chairman and CEO of KINS, said: “CXApp is a ‘category maker’ company developing the most compelling applications for the hybrid workplace market and we look forward to completing this transaction. We believe that with its unique CXApp is well-positioned for substantial growth due to its value proposition and technology leadership. We believe the deal valuation is very attractive to investors. We believe that through our merger, coupled with the KINS team’s strong commitment to successfully building the business Background, it has the potential to create significant value for shareholders over time.”
The description of the business combination contained herein is a summary only and is qualified in its entirety by reference to the merger agreement related to the transaction.For more information, please see KINS’ Current Report on Form 8-K, which will be filed in a timely manner and available on the Securities and Exchange Commission’s (“SEC”) website at www.sec.gov.
Skadden, Arps, Slate, Meagher and Flom LLP served as legal counsel to KINS, and Mitchell Silberberg and Knupp LLP served as legal counsel to CXApp.
About CXApp Holdings
CXApp is a wholly owned subsidiary of Inpixon® (NASDAQ: INPX), an innovator in indoor intelligence®, providing actionable insights into people, places and things. Inpixon combines the power of mapping, location and analytics to help create a smarter, safer and more secure environment. The company’s indoor intelligence and mobile application solutions are used by numerous industries to optimize operations, increase productivity and enhance safety. Inpixon customers can leverage industry-leading location awareness, real-time location systems, workplace and hybrid event solutions, analytics, sensor fusion, industrial IoT and IoT to create exceptional experiences and leverage indoor data for good.
About Kings Technology Group
KINS Technology Group Inc is a blank check corporation incorporated as a Delaware corporation for the purpose of effecting a merger, stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. KINS Technology Group focuses on identifying and acquiring transformative technology businesses that are shaping the digital future and creating new communication and computing paradigms.
The five pillars of this new paradigm are next-generation connectivity, open software, edge cloud computing, predictive data analytics (AI), and immersive media technologies. We believe the world is at an inflection point where these technologies are accelerating the digital transformation of all vertical market segments, including IT, industrial, transportation, smart infrastructure, healthcare, education, agriculture and entertainment.
This press release contains forward-looking statements that involve risks and uncertainties. Forward-looking statements are statements that are not historical facts and may be accompanied by words that convey projected future events or results, such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate, “design,” “intend”, “anticipate”, “may”, “plan”, “potential”, “forecast”, “seek”, “target”, “target”, “plan”, “project”, “forecast”, “should” “, “will” or variations of these words or expressions with similar meanings. Such forward-looking statements, including projections regarding expected financial and operating results, market opportunities and expectations, estimated post-transaction enterprise value, strengths of the combined company and expected growth, the combined company’s cash position, the ability and timing of CXApp and KINS to complete the proposed business combination agreement are subject to risks and uncertainties that could cause actual results to differ from the forward-looking statements. Important factors that could cause the actual results or results of the latter company to differ materially from those discussed in the forward-looking statements include: CXApp’s limited operating history; CXApp’s ability to manage growth; CXApp’s ability to execute its business plan; Estimates; CXApp’s ability to identify and integrate acquisitions; general economic and market conditions affecting demand for CXApp’s products and services; inability to complete the proposed transaction; The effect of the amount of cash available after the shares; the ability to meet Nasdaq listing criteria after the proposed transaction closes; the fees associated with the proposed transaction; and other risks and uncertainties discussed in the proxy statement to be filed in connection with the business combination agreement Other factors include the possibility that the proposed business combination will not complete, including due to failure to obtain required securityholder approvals or other closing conditions.
Both CXApp and KINS expressly disclaim any obligation or undertaking to publicly release any updates or revisions to any forward-looking statements contained herein to reflect any change in CXApp or KINS’ expectations thereon or any change in any event, condition or circumstance. Variety. Statements are substantiated unless required by law.
no offer or solicitation
This press release does not constitute a proxy statement or a request for agency, consent or authorization with respect to any securities or proposed business combination. This press release does not constitute an offer to sell or an offer to buy any securities, or the solicitation of any vote or approval, nor does it constitute a sale of securities in any jurisdiction in which such offer, offer or sale may occur. is unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No securities offer may be made except through a prospectus that complies with the requirements of the Securities Act of 1933, as amended.
Additional information and where to find it
With respect to the transaction described herein, KINS intends to file with the SEC relevant materials, including a registration statement on Form S-4, which will include a proxy statement/prospectus. A proxy statement/prospectus will be sent to all KINS shareholders. KINS will also file other documents with the SEC regarding the proposed transaction. Before making any voting or investment decisions, investors and security holders of KINS are urged to read the registration statement, proxy statement/prospectus and all other documents filed or to be filed with the SEC in connection with the proposed transaction as they are available. will contain important information about the proposed transaction.
Investors and security holders will be able to obtain free copies of the proxy statement/prospectus and all other relevant documents that KINS has filed or will file with the SEC through the website maintained by the SEC at www.sec.gov. In addition, KINS submissions are available free of charge from the KINS website www.kins-tech.com or by written request from KINS at KINS Technology Group Inc., Four Palo Alto Square, Suite 200, 3000 El Camino Real, Palo Al Trust, CA 94306.
Call for Participants
Under SEC rules, KINS and CXApp and their respective directors and executive officers may be deemed participants in a proxy solicitation of KINS shareholders in connection with a business combination. Investors and security holders can obtain more detailed information on the names of KINS’ directors and officers and interests in the business combination in KINS’ filings with the SEC, including KINS’ 10-K for the fiscal year ended December 31 Form Annual Report, 2021 to be filed with the SEC on March 30, 2022. If holdings of KINS securities have changed from the amounts reported in KINS’ Annual Report on Form 10-K, such changes have been or will be reflected in the Statement of Changes in Beneficial Ownership on Form 4 filed with the SEC. Information on persons who may be deemed to be participating in the solicitation of proxies from KINS shareholders in connection with the business combination under SEC rules will be set forth in the proxy statement/prospectus filed as part of the registration statement on Form S-4, which is expected to be approved by KINS. Filed with the U.S. Securities and Exchange Commission. You can obtain copies of these documents free of charge as described in the previous paragraph.
For investor and media inquiries, please contact:
Kings Technology Group Corporation
3000 El Camino Real
Four Palo Alto Plaza, Suite 200
Recipient: Khurram P. Sheikh