CXApp Inc.

WithumSmith+Brown, PC (“Withum”) acts as our independent registered public accounting firm. Withum acted as the independent registered public accounting firm for the year ended December 31, 2024 (Successor) and for the period from March 15, 2023 to December 31, 2023 (Successor). Marcum LLP (“Marcum”) acted as the independent registered public accounting firm the period from January 1, 2023 to March 14, 2023 (Predecessor).

Audit Fees. For the year ended December 31, 2024 (Successor) and for the period from March 15, 2023 to December 31, 2023 (Successor), fees were approximately $319,000 and $235,000, respectively, for the services Withum performed in connection with the audits of our annual financial statements in our Annual Reports on Form 10-K and for reviews of the quarterly financial statements included in the Company’s Quarterly Reports on Form 10 Q. For the period from January 1, 2023 to March 14, 2023 (Predecessor), fees were approximately $92,885 for the services Marcum performed in connection with the audit of our December 31, 2023 consolidated financial statements included in this Annual Report on Form 10-K.

*Audit-Related Fees.*For the year ended December 31, 2024 (Successor), period from March 15, 2023 to December 31, 2023 (Successor), and period from January 1, 2023 to March 14, 2023 (Predecessor), our independent registered public accounting firms did not render assurance and related services related to the performance of the audit or review of consolidated financial statements.

Tax Fees. For the year ended December 31, 2024 (Successor) period from March 15, 2023 to December 31, 2023 (Successor), and period from January 1, 2023 to March 14, 2023 (Predecessor), fees for our independent registered public accounting firm, Withum, were approximately $38,000, $9,000, and $3,000 respectively, for preparation of the Company’s federal and state tax returns.

All Other Fees. For the year ended December 31, 2024 (Successor) and for the period from March 15, 2023 to December 31, 2023 (Successor), fees for the services performed by Withum related to our Form S-1 filing were approximately $25,000 and $0, respectively. For the period from January 1, 2023 to March 14, 2023 (Predecessor), fees for the services performed by Marcum related to our Form S-1 filing was approximately $12,000.

Pre-Approval Policy

Consistent with SEC policies regarding auditor independence and the Audit Committee’s charter, the Audit Committee has responsibility for engaging, setting compensation for and reviewing the performance of the independent registered public accounting firm. In exercising this responsibility, the Audit Committee pre-approves all audit and permitted non-audit services provided by any independent registered public accounting firm prior to each engagement.