CXApp Inc-美国存托股份招股说明书(2025-09-12版)

This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated October 3,2024 (as supplemented to date, the “Prospectus”),related to(i) the resale of up to 6,977,776 shares of common stock, par value$0.0001 per share (the “common stock”) previously issued to certain of the Selling Securityholders (as defined in the Prospectus) at aprice of approximately $0.004 per share, (ii) the resale of up to 10,280,000 private placement warrants to purchase common stock at anexercise price of $11.50 per share, which were originally issued to our Sponsor (as defined below) and the Direct Anchor Investors (asdefined below) in a private placement at a price of $1.00 per private placement warrant, (iii) 24,080,000 shares of common stockreserved for issuance upon the exercise of warrants to purchase common stock, which are comprised of 13,800,000 shares of commonstock issuable upon exercise of the public warrants and 10,280,000 shares of common stock issuable upon exercise of the privateplacement warrants, (iv) the resale of up to 10,280,000 shares of common stock issuable upon exercise of the private warrants held byKINS Capital LLC (“Sponsor”), its affiliates and certain funds and accounts managed by BlackRock, Inc. (the “Direct AnchorInvestors”), (v) the resale from time to time of up to 40,000 shares of common stock by Streeterville Capital, LLC (“Streeterville”), ora Selling Securityholder, which were issued pursuant to that certain Securities Purchase Agreement, dated as of May 22, 2024 (the“Securities Purchase Agreement”), by and between CXApp and Streeterville, and (vi) the resale from time to time of the maximumnumber of up to 3,009,000 shares of common stock by Streeterville, or a Selling Securityholder, that Streeterville may, at their solediscretion, take delivery of in satisfaction of an outstanding balance of a pre-paid purchase according to the terms of the pre-paidpurchase consummated on May 22, 2024, and the Company will issue to Streeterville pursuant to the Securities Purchase Agreement,subject to certain limitations,with the information contained in our Current Report on Form 8-K, filed with the U.S. Securities andExchange Commission (the “SEC”) on September 12, 2025 (the “Current Report”). Accordingly, we have attached the Current Reportto this prospectus supplement. This prospectus supplement updates and supplements the information in the Prospectus and is not complete without, and maynot be delivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. Thisprospectus supplement should be read in conjunction with the Prospectus and if there is any inconsistency between the information inthe Prospectus and this prospectus supplement, you should rely on the information 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 September 11, 2025, the closing price of our common stock was $0.74 per share and the closing price ofour warrants was $0.06 per warrant. Investing in our securities involves risks. See“Risk Factors”beginning on page 13 of the Prospectus and in anyapplicable prospectus supplement. Neither the SEC nor any state securities commission has approved or disapproved of these securities or passed upon theadequacy or accuracy of the Prospectus or this prospectus supplement. Any representation to the contrary is a criminaloffense. The date of this prospectus supplement is September 12, 2025. UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549 CURRENT REPORT Pursuant to Section 13 OR 15(d)of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported):September 12, 2025(September 11, 2025) CXApp Inc.(Exact name of registrant as specified in its charter) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrantunder any of the following provisions: Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Ac