CXApp Inc.

As filed with the Securities and Exchange Commission on May 9, 2025

Registration No. 333-[●]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORMS-1

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

CXApp Inc.

(Exact name of registrant as specified in its charter)

Four Palo Alto Square, Suite 200, 3000 El Camino Real Palo Alto, CA 94306 (650) 785-7171

(Address and telephone number of registrant’s principal executive offices and principal place of business)

(Name, address and telephone number of agent for service)

Approximate date of commencement of proposed sale to the public: As soon as practicable following the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one)

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act.☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

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The information contained in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

CXAPP INC.

RESALE OF UP TO 18,500,000 SHARES OF COMMON STOCK

This prospectus relates to the resale from time to time, by selling securityholders named in this prospectus (each a “Selling Securityholder” and, collectively, the “Selling Securityholders”), of up to 18,500,000 shares of common stock, par value $0.0001 per share (the “common stock”), consisting of (i) 80,000 shares issued to Avondale Capital, LLC (“Avondale”) at the closing of its initial pre-paid purchase and (ii) up to 18,420,000 shares issuable under the Securities Purchase Agreement, dated March 26, 2025 (the “Avondale Purchase Agreement”), between CXApp and Avondale.

Under the Avondale Purchase Agreement, CXApp may issue and sell one or more pre-paid purchases in the form substantially similar to the exhibit attached thereto (each, an “Avondale Pre-Paid Purchase”), in an aggregate purchase amount of up to $20 million. Upon the terms and subject to the conditions of an Avondale Pre-Paid Purchase, Avondale, at its sole discretion, has the right, but not the obligation, to take delivery of shares of common stock from the Company in satisfaction of all or a portion of the outstanding balance of an Avondale Pre-Paid Purchase, up to 18,420,000 shares (the “Avondale Purchase Shares”), but not exceeding the outstanding balance of such Avondale Pre-Paid Purchase. Any delivery of Avondale Purchase Shares registered for resale hereunder will reduce the outstanding balance of the applicable Avondale Pre-Paid Purchase at a rate determined by the timing of Avondale’s request and the trading price of our common stock. The number of shares of common stock that may actually be issued to Avondale is subject to certain conditions and limitations, including the requirement that no issuance may cause Avondale to beneficially own in excess of 19.99% of our outstanding common stock or otherwise violate Nasdaq Listing Rule 5635(d). With respect to the Avondale Purchase Shares, Avondale is an underwriter within the meaning of Section 2(a)(11) of the Securities Act of 1933, as amended.

We are not selling any shares of our common under this prospectus, and we will not receive any of the proceeds from the sale of shares of our common stock by the Selling Securityholders. We will bear all costs, expenses and fees in connection with the registration of the shares of common stock. The Selling Securityholders will bear all commissions and discounts, if any, attributable to their respective sales of the shares of common stock.

Trading of our common stock and warrants began on The Nasdaq Capital Market (the “Nasdaq”) on March 15, 2023, under the new ticker symbol “CXAI” for the common stock and “CXAIW” for the warrants. Prior to the Merger, KINS’ units, Class A common stock and public warrants were publicly traded on the Nasdaq under the symbols “KINZU,” “KINZ” and “KINZW,” respectively. On May 8, 2025, the closing sale price of our common stock, as reported by Nasdaq, was $1.12 per share and the closing price of our warrants was $0.07 per warrant.

Investing in shares of our common stock or warrants involves risks that are described in the “Risk Factors” section beginning on page 14 of this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued under this prospectus or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is May 9, 2025.

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