KINS Technology Group, Inc.

This withdraws a filing the company had already promised: the target financials and pro formas the earlier 8-K committed to are now not coming. The document does not name the Transaction, the counterparty, or the updated valuation figures behind the determination, so the reversal is stated without the numbers that produced it.

A public warrant now buys two hundredths of a share at $575.00, and because fractional shares on exercise are rounded down while the common-stock split rounds up, a holder of fewer than 50 warrants can exercise into zero shares. The warrants keep their CUSIP and the CXAIW symbol, so the instrument is unchanged on its face while its economics are restated by the split.

The share count more than tripled in six months, almost entirely through debt conversions that reduced convertible debt by $2.6 million. The larger net loss comes from non-cash fair-value moves; operating loss was essentially unchanged year over year.

Changing auditor while unremediated material weaknesses in internal control remain outstanding is the detail a holder should register: the weaknesses cover income tax and period-end expense accruals, both areas where errors flow straight into reported results. A new firm must form its own view on those controls for the December 31, 2026 audit. The change follows an Australian acquisition, so the switch may reflect the need for a firm with that footprint rather than any dispute — none is reported.

The striking figure is the broker non-vote count: 18,653,301 shares were not voted on the director election against 11,939,011 that were, so well over half the voting base did not participate. That is characteristic of a heavily retail shareholder register, and it matters because any future proposal requiring a majority of shares outstanding - a charter amendment, a reverse split, or a transaction - would fail on turnout alone at these participation levels.

The Nasdaq 20% proposal is the item with money attached: approval gives management standing authority to place shares or convertible securities above the 20% threshold in one or more private placements without a further vote. Against 69.0 million shares outstanding that is at least 13.8 million shares of pre-cleared dilution and potentially far more, since convertible instruments typically price at a discount to market. Legacy KINS SPAC holders bear it. The remaining items, two Class III director elections, are routine.

What changed: 8-K/A of CXApp Inc. Item 2.01 (completion of acquisition or disposition of assets): after completing its analysis on updated valuation and financial information, the Company determined the Transaction does not meet the quantitative significance thresholds under Item 2.01 of Form 8-K, so no additional Item 2.01 disclosure is required. Item 9.01: because the Transaction does not involve a significant amount of assets, the Company will no longer provide the acquired-business financial statements or pro forma information the Prior 8-K said would be filed by amendment; both are Not applicable. Why it matters: This withdraws a filing the company had already promised: the target financials and pro formas the earlier 8-K committed to are now not coming. The document does not name the Transaction, the counterparty, or the updated valuation figures behind the determination, so the reversal is stated without the numbers that produced it.

What changed: Q2 2026 10-Q of CXApp Inc. (Nasdaq: CXAI). Revenue was $1,694 thousand for the quarter versus $1,223 thousand a year earlier and $2,644 thousand for the six months versus $2,447 thousand; gross profit was flat at $1,071 thousand. Loss from operations was $(4,119) thousand, but a $(5,005) thousand change in fair value of derivative and warrant liabilities took net loss to $(8,620) thousand versus $(3,139) thousand, and to $(12,623) thousand for the six months. Cash was $11,675 thousand versus $11,101 thousand at December 31, 2025 and total assets $36,540 thousand. Why it matters: The share count more than tripled in six months, almost entirely through debt conversions that reduced convertible debt by $2.6 million. The larger net loss comes from non-cash fair-value moves; operating loss was essentially unchanged year over year.

What changed: CXApp Inc. filed a certificate of amendment in Delaware on August 14, 2026 effecting a 1-for-50 reverse stock split with a delayed effective time of 12:01 a.m. Eastern Time on August 18, 2026. Every fifty shares combine into one, fractional shares of common stock are rounded up, par value and authorized share count are unchanged, and the stock continues on Nasdaq under CXAI with a new CUSIP of 23248B 307. Why it matters: A public warrant now buys two hundredths of a share at $575.00, and because fractional shares on exercise are rounded down while the common-stock split rounds up, a holder of fewer than 50 warrants can exercise into zero shares. The warrants keep their CUSIP and the CXAIW symbol, so the instrument is unchanged on its face while its economics are restated by the split.

What changed: CXApp Inc., the KINS Technology Group successor, said on June 30, 2026 its audit committee dismissed WithumSmith+Brown and appointed KNAV CPA LLP as auditor for the year ending December 31, 2026, in connection with its EngineRoom acquisition under a Share Sale Deed of June 3, 2026. Withum's reports for fiscal 2025 and 2024 were unqualified and there were no disagreements. There were no reportable events except the material weaknesses disclosed in the 2024 Form 10-K covering income tax accruals, period-end expense accruals and identification and fair value matters. Why it matters: Changing auditor while unremediated material weaknesses in internal control remain outstanding is the detail a holder should register: the weaknesses cover income tax and period-end expense accruals, both areas where errors flow straight into reported results. A new firm must form its own view on those controls for the December 31, 2026 audit. The change follows an Australian acquisition, so the switch may reflect the need for a firm with that footprint rather than any dispute — none is reported.