CXApp Inc-A美股招股说明书(2025-04-08版)

CXApp Inc.RESALE OF UP TO 10,026,776 SHARES OF COMMON STOCK10,280,000 WARRANTS TO PURCHASE SHARES OF COMMON STOCK24,080,000 SHARES OF COMMON STOCK UNDERLYING WARRANTSBY THE SELLING SECURITYHOLDERS This prospectus supplement is being filed to update and supplement the information contained in theprospectus dated October 3, 2024 (as supplemented to date, the “Prospectus”), related to (i) the resale of up to6,977,776 shares of common stock, par value $0.0001 per share (the “common stock”) previously issued to certainof the Selling Securityholders (as defined in the Prospectus) at a price of approximately $0.004 per share, (ii) theresale of up to 10,280,000 private placement warrants to purchase common stock at an exercise price of $11.50 pershare, which were originally issued to our Sponsor (as defined in below) and the Direct Anchor Investors (as definedbelow) in a private placement at a price of $1.00 per private placement warrant, (iii) 24,080,000 shares of commonstock reserved for issuance upon the exercise of warrants to purchase common stock, which are comprised of13,800,000 shares of common stock issuable upon exercise of the public warrants and 10,280,000 shares of commonstock issuable upon exercise of the private placement warrants, (iv) the resale of up to 10,280,000 shares of commonstock issuable upon exercise of the private warrants held by KINS Capital LLC (“Sponsor”), its affiliates and certainfunds and accounts managed by BlackRock, Inc. (the “Direct Anchor Investors”), (v) the resale from time to time ofup to 40,000 shares of common stock by Streeterville Capital, LLC (“Streeterville”), or a Selling Securityholder,which were issued pursuant to that certain Securities Purchase Agreement, dated as of May 22, 2024 (the “SecuritiesPurchase Agreement”), by and between CXApp and Streeterville, and (vi) the resale from time to time of themaximum number of up to 3,009,000 shares of common stock by Streeterville, or a Selling Securityholder, thatStreeterville may, at their sole discretion, take delivery of in satisfaction of an outstanding balance of a pre-paidpurchase according to the terms of the pre-paid purchase consummated on May 22, 2024, and the Company willissue to Streeterville pursuant to the Securities Purchase Agreement, subject to certain limitations, with theinformation contained in our Annual Report on Form 10-K,filed with the U.S. Securities and ExchangeCommission (the “SEC”) on April 7, 2025 (the “Annual Report”). Accordingly, we have attached the Annual Reportto this prospectus supplement. This prospectus supplement updates and supplements the information in the Prospectus and is not completewithout, and may not be delivered or utilized except in combination with, the Prospectus, including any amendmentsor supplements thereto. This prospectus supplement should be read in conjunction with the Prospectus and if there isany inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on theinformation in this prospectus supplement. Our common stock and warrants are traded on the The Nasdaq Capital Market (“Nasdaq”) under the symbols“CXAI” and “CXAIW”, respectively. On April 7, 2025, the closing price of our common stock was $1.16 per shareand the closing price of our warrants was $0.23 per warrant. Investing in our securities involves risks. See“Risk Factors”beginning on page 13 of the Prospectus andin any applicable prospectus supplement. Neither the SEC nor any state securities commission has approved or disapproved of these securities orpassed upon the adequacy or accuracy of the Prospectus or this prospectus supplement. Any representationto the contrary is a criminal offense. The date of this prospectus supplement is April 8, 2025. UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 FORM 10-K (Mark One)☐ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACTOF 1934 For the fiscal year ended December 31, 2024 Or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934 Commission File No. 001-39642 CXApp Inc.(Exact name of registrant as specified in its charter) Securities registered pursuant to Section 12(g) of the Act:None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the SecuritiesAct. Yes☐No☐ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of theExchange Act. Yes☐No☐ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) ofthe Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrantwas required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.Yes☐No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to besubmitted