CXApp Inc

Disclosure Controls and Procedures

Disclosure controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized, and reported within the time period specified in the SEC’s rules and forms. Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including the chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

We conducted an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act). Based upon this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of September 30, 2024. The material weakness and remediation activities were discussed in Part II, Item 9A “Controls and Procedures” of the Company’s 2023 Annual Report filed on May 24, 2024.

Changes in Internal Control over Financial Reporting

The Company has made changes in its internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) during the three months ended September 30, 2024 (Successor) that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

We have initiated meaningful improvements to our internal controls during the third quarter of 2024. Notably, on August 19, 2024, we appointedJoy Mbanugo as our new Chief Financial Officer. Ms. Mbanugo brings a wealth of experience in financial management, compliance, and operational oversight, and she has quickly become instrumental in spearheading enhancements to our internal control framework.

Her initial focus has been on addressing the material weaknesses identified in our financial reporting processes, with an emphasis on enhancing documentation, streamlining the review process, and ensuring alignment with SEC regulations and industry best practices. The implementation of these measures is expected to improve our control environment andmitigate the risks associated with our prior control deficiencies, ultimately driving more accurate and timely financial reporting in future periods.