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Item 1. Business

2025-04-07 compared with 2024-05-24 · 875 added, 161 removed, 64 unchanged (94% of the section changed)

CXApp’s platform is a workplace experience platform for enterprise customers.

Our technologies and solutions help enterprise customers deliver a comprehensive business journey in a work ‘from-anywhere’ world for employees, partners, customers and visitors.

CXApp offers native mapping, analytics, on-device positioning (or ODP) and applications technologies that aim to bring people together.

Our customers use our enterprise solutions in a variety of ways, including, but not limited to, workplace experience, employee engagement, desk and meeting room reservations, workplace analytics, occupancy management, content delivery, corporate communications and notifications, event management, live indoor mapping, wayfinding and navigation.

Our enterprise application platform is the intersection of technology, intelligence, automation and experience for today’s hybrid workplace and the workplace of the future.

The CXAI software-as-a-service (or SaaS) platform is anchored on the intersection of customer experience (CX) and artificial intelligence (AI) providing digital transformation for the physical workplace for enhanced experiences across people, places and things.

Corporate Strategy

The office, now, is everywhere.

We believe that giving employees and teams the ability to manage different types of ‘office scenarios’ from their personal device will be the dominating path forward for a lot of companies.

Enterprise organizations are considering mobile applications imperative for the successful management of distributed workforces, and the changing office landscape.

Over the next five years, we believe all large enterprise organizations will be using a mobile app to manage their workplace experience initiatives.

We believe CXApp is uniquely positioned as the connection point of hybrid workplace models — bringing people together through a workplace experience app that helps companies build a more meaningful and productive work experience.

We put key technologies, employee engagement initiatives, workplace automation and best practices into action with a comprehensive approach to the workplace — so employees and operations can make faster, reliable, data-driven decisions that influence performance and improve productivity.

Through our strategic growth model, we aim to connect every experience in the workplace with the CXApp platform no matter who you are, where you are, or what you’re doing.

(“CXApp” or the “Company”) is a leading provider of AI-powered employee experience solutions, delivering enterprise-grade software that enhances workplace engagement, productivity, and operational efficiency.

Our cloud-based, mobile-first platform integrates artificial intelligence, automation, and real-time analytics to streamline workplace interactions across people, spaces, and technology.

By leveraging advanced mapping, location intelligence, and digital workplace tools, CXApp enables organizations to optimize hybrid work environments and foster meaningful employee experiences.

As businesses continue adapting to the evolving nature of work, CXApp is positioned as a strategic enabler of digital transformation, helping enterprises navigate the complexities of workspace utilization, employee engagement, and intelligent automation.

Our commitment to innovation and customer success has allowed us to establish a strong presence in key industries, including technology, financial services, healthcare, and corporate real estate.

Products and Services

Our employee experience solution is a vertical software-as-a-service (or SaaS) platform for enterprise customers.

Our technology platform delivers the following core components that work in combination to deliver an incredible experience for companies around the world.

Our flagship product, the CXAI Platform (pronounced “Sky”), provides a comprehensive suite of tools designed to empower employees and enable organizations to create smarter workplaces.

Key components of the platform include:

A multi-platform suite of applications (iOS, Android, and web) offering AI-driven, personalized workflows for employees, enhancing productivity and engagement.

CXAI BTS (Behind the Scenes):

The core AI engine that powers automation, content management, and security compliance for enterprise-wide deployments.

A generative AI analytics platform that provides actionable insights into workplace utilization, employee engagement, and productivity, allowing real-time decision-making.

Business Model

The CXApp workplace solution is a SaaS product for enterprise organizations, distributing a mobile app to all employees within the organization.

It includes a content management system (or CMS) so customers can adjust configurations for their workplace settings autonomously and spontaneously.

The CXApp platform offers a suite of leading-edge technology workplace experience solutions including an enterprise employee application, indoor mapping, on-device positioning, augmented reality technologies and an AI-based analytics platform, targeting the emerging hybrid workplace market to provide enhanced experiences across people, places, and things.

CXApp’s workplace solution is an AI-powered SaaS platform designed to meet the dynamic needs of enterprise organizations by providing a mobile-first approach to workplace management.

Our platform empowers employees with a seamless, intelligent employee experience by integrating AI-driven insights, automation, and real-time analytics, ensuring a more efficient and engaging work environment.

The CXApp platform delivers a comprehensive, cloud-based content management system (CMS), enabling customers to autonomously and dynamically configure workplace settings based on real-time data and evolving organizational needs.

Our intelligent automation capabilities allow for personalized experiences, operational efficiency, and optimized space utilization at scale.

Our pricing structure consists of recurring software fees as well as a professional service fee to setup and deploy a new location or campus, including digitized maps and configurations at the global and regional level.

Technology Overview

CXApp’s platform is a comprehensive workplace experience solution that introduced a mobile-first mindset to everyday interactions and business needs to help customers drive engagement across their global workforce.

We bring workplace experience initiatives together in one simple and comprehensive system so customers don’t have to host, manage, support or maintain.

We believe this results in low cost, low overhead and easy maintenance.

The benefits of our technology platform include but are not limited to:

Our platform is built on a SaaS model.

Regular updates, ongoing enhancements and maintenance are performed to ensure all customer apps are built with industry best practices.

All customer apps are hosted in an exclusive cloud instance for increased security and reliability.

Each customer has access to their own content management system compliance and authentication, built into the platform.

The iOS mobile app is natively built with the latest version Swift framework.

The AndroidX mobile app is natively built with the latest version AndroidX framework.

Security and data privacy protocols are compliant with the EU General Data Protection Regulation and have an ISO 27001 certification.

Additional security clearances include SSL/TLS 1.2 for Google App Engine, AES256 bit Advanced Encryption and Google Cloud Key Store.

Products and Services

Our workplace experience solution is a software-as-a-service (or SaaS) platform for the enterprise.

Our technology platform delivers the following core components that work in combination to deliver an incredible experience for companies around the world.

Workplace Experience — Our workplace provides a more connected workplace by providing organizations with a holistic, location-aware, customer-branded employee app that enhances employee experience.

This solution allows for a frictionless work environment to employees, thus helping the organization, with features such as:

hot desk and room booking, indoor navigation with turn-by-turn directions on a digital map, company-wide news feeds, an in-app company directory of colleagues and workplace amenities, as well as bookable opportunities and experiences.

Our clients include facilities teams solving space utilization challenges, workplace operations teams building incredible experiences for employees and IT teams focused on streamlining their tech stacks to boost productivity and efficiency.

Hybrid Events — Our hybrid event solution provides both mobile app and virtual event capabilities to connect tens of thousands of remote and in-person audiences through a fully branded, end-to-end event journey.

Our hybrid event platform can host multiple events for enterprise organizations and provide support to ongoing event engagement touchpoints to attendees before, during, and after the event using features such as customizable agendas, real-time activity feeds, instant notifications and more.

Mapping Solutions — Our indoor mapping solution adds intelligence to complex indoor spaces to help enterprise organizations by integrating business data with geospatially accurate indoor maps to create relevant views of indoor environments.

Indoor mapping is integral to supporting location-aware, “internet of things” (or IoT) enabled smart office touchpoints or devices within the customer’s premises.

Developers use our mapping solution to bring indoor maps to apps, enabling multiple uses with a single set of maps.

This product is intended to serve as a digital twin of a physical space facility and can be used for facility management, security, customer or worker experiences, asset tracking and more.

Analytics Dashboard — Our robust cloud-based analytics dashboards give enterprise organizations insights into how real estate, technology and people interact across the workplace, so they can make business decisions to unlock savings, improve employee experience or optimize services.

With our analytics platform, data from multiple sensors and data sources (third party sensors, native mapping solutions and data) can be visualized for action by workplace operations teams.

The key output of our amazing AI applications is a data and analytics engine that fuses the user, space and things data to create what we are calling “Experience Analytics”.

These are the key insights and outcomes that will drive the help solve the future of work problems.

On-Device Positioning (or ODP) — Our on-device positioning technology, commonly known as “blue dot”, enables powerful location-based uses and builds upon our mapping offering to give enterprises clients a seamless way to provide navigation assistance within a venue (workplace, event show floor etc.).

Our solution displays a user’s precise location and runs on a smartphone, smartwatch or other IoT wearable device and can operate without the internet.

Product Roadmap and Enhancements

Our ability to adapt and be relevant during the technological advancements within our industry is critical to our long-term success and growth.

As a result, our executive management must continuously work to ensure that it remains informed and prepared to quickly adapt and leverage new technologies within our product and service offering as such technologies become available.

In connection with that goal, we have multiyear product roadmap development plans which include activities related to expanding the use of augmented reality (or AR) and 3D mapping, new integrations with our partners to connect enterprise services to our app, changes to our desk booking solution to allow faster and more informed decision making by the user and improving our on-device positioning solutions and other initiatives described below.

Mapping and Digital Twin — Our advanced mapping platform is built with a set of developer tools to power an infinite number of experiences across multiple platforms.

We are researching and evaluating ways in which laser imaging, detection, and ranging research and technology can aid map development and points of interest (or POI) location in a deployment.

We believe leveraging our proprietary technology with Generative AI, we create interactive Digital 3D Twins of an organization’s indoor maps designed to meet the diverse needs of today’s workforce, whether they’re on-site, working remotely, or adopting a hybrid model.

These enhancements to our mapping platform are part of a longer-term roadmap initiative which may require allocation of resources over the next 12-36 months.

Initiatives over the next twelve months for these activities are anticipated to be focused on research and the development of a prototype.

Application Integrations — With the addition of our on-device positioning technology and the expanding usage of apps in the workplace, particularly campus-style and large building environments, we are continuously evaluating ways to improve our app capabilities, including by enhancing our software development kits (or SDKs) and adding new functionality or features to support integration with workplace systems and tools.

Our application programming interface (or API) and SDK integrations with customers that provide conferencing, collaboration, delivery, secure lockers, access control, parking and IoT management are key differentiators that we believe make our app the gateway for our customers.

CXApp is a “category-maker” company that has developed the most engaging application for the hybrid workplace market - in reality, this is the Workplace SuperApp with over 150 native features and 100+ API integrations.

We have several planned releases over the next 12 months in furtherance of these initiatives.

Analytics and Insights — We provide data science analytics in the cloud, along with specially optimized algorithms that are intended to increase usability of the data we collect for our customers.

We have released a beta version of our software with additional analytics capabilities.

In the future, we would look to expand this offering, with the goal of allowing customers to export data to internal business intelligence systems and to upload additional datasets that might include security systems, or occupancy information.

Our plan is for our system to deliver data reporting and visualizations to the user combining these data sources.

Augmented Reality (or AR) and 3D — Our Artificial-Intelligence-based Augmented Reality solution provides seamless integration of digital experiences with the real world and transforms the way users interact and engage with their environment.

AR technologies may be used to both display and capture spatial data that can be overlaid with the rich, profile-based maps in our CMS.

The use of AR technologies will help in connection with the application of visual asset tracking use cases without beacons, digital twin creation and applications for the metaverse or other applications.

Our AR roadmap initiatives are anticipated to be implemented over the course of a multiyear plan.

We expect that we will have sufficient funding for planned initiatives on our product roadmap over the next twelve months, however, we expect that additional funding may be required in connection with certain of the longer term, multi-year development initiatives on the roadmap.

CXApp’s platform is a

comprehensive employee experience solution that introduced a mobile-first mindset to everyday interactions and business needs to

help customers drive engagement across their global workforce.

We bring employee experience initiatives together in one simple and

comprehensive system, so customers don’t have to host, manage, support or maintain one of their own.

believe this results in low cost, low overhead and easy maintenance.

Industry Background

Around 2009, we saw digital transformation initiatives begin to impact the corporate workplace, manifesting across components such as conference room signage, room booking, next-gen intranets, and transparent communications.

Technology offered an easy way to begin to integrate these elements into the workplace.

Companies were slowly moving towards flexible work models, desk booking and sensor integrations.

But timelines for digital workplace transformation were expedited during the pandemic.

Since more people were ‘stuck at home’ during this timeframe, especially in the corporate sector, workplace tools emerged to satisfy niche uses.

As more third-party platforms were introduced to the workplace ecosystem, data, information, and experiences became increasingly siloed.

Now, mobile apps are proving to be the main connection point to plug into multiple platforms and bring every experience into one mobile command center.

As the workplace and common workday interactions become more accessible and tied together through a single mobile app, we’re seeing efficiencies across workplace experience, boosts in productivity, reduced overhead, and increased insights into key workplace initiatives.

As more tools and systems connect together, comprehensive workplace analytics will become crucial for job roles such as corporate real estate, facilities, and even human resources as they’ll be able to glean cross-platform, actionable insights that impact spaces, technology, and the people that use them.

As we move towards new versions of the workplace, post-pandemic, analysts and industry experts believe hybrid work will remain, but each company will be responsible for defining and managing their own protocols, expectations, and operating ratios.

We see a fruitful opportunity where workplace technology apps are significantly growing as more companies adopt this technology to manage hybrid workplaces and bring distributed teams together.

We have observed that companies want employees back in the office 3-5 days a week, but employees need more engagement to bring them back in the post-pandemic environment.

Pressing issues and considerations include disinterest in ‘the purpose’ of the office, uncertainty of colleague’s in-office status, a growing inequity of the hybrid work model, apprehension of densely occupied places, and overall disengagement from employees.

There are things real estate, operations, workplace experience, IT teams and cross-functional groups can do to set-up the workplace for success such as increasing communication, automating interactions, and having better insights into how space is being utilized.

This means investment in IoT, mobility, and cloud solutions to keep the people and technology in the new workplace connected.

As teams continue to re-enter the post-pandemic workplace in phases and at reduced capacities, we believe a mobile app is more relevant than ever, as a connection point for an increasingly distributed workforce.

CXAI stands uniquely positioned to lead the category and shape the workplace experience landscape, given the ongoing digital transformation of nearly all enterprise organizations.

We believe trends that work in our favor include:

Heavy and Complex Tech Stacks.

As more technologies come online to fulfill niche uses, the market becomes saturated, and employees and operations personnel may be overwhelmed with app overload, heavy and somewhat complex tech stacks, and increased expenses.

Our one-app approach and open ecosystem uniquely positions CXApp as a one-stop shop for workplace experience, tying multiple uses together.

Incomplete and Inaccurate Occupancies.

With a hybrid model, desks are no longer a 1:1 ratio leading to confusion around who is sitting where and when.

With point-solutions, companies can wind up with ghost bookings, double-bookings, or gaps across core collaboration capabilities for teams.

Our native desk booking and room reservation technology support advanced reservation, hotdesking or on-demand reservations, team insights, and integration with sensors to always provide the most accurate inventory.

Changing Spaces and Places.

The average corporate campus encompasses dozens, if not hundreds, of points of interest — including workstations, conference rooms, dining areas, lobbies, offices, fitness studios and collaboration zones.

With a hybrid work setting, space has become more flexible, and some areas are no longer fixed points of interests.

Spaces can easily be reconfigured to serve a better purpose if they’re being underutilized.

There is no longer a ‘normal workday’ where employees show up to the same cube on the same floor and eat at the same café.

We believe our mapping solution and blue dot capabilities make it easier for employees to navigate changing workplace environments and easily locate new desks, new spaces, and find people while on-the-go.

The new world of work is a combination of technologies shaped by physical, virtual, and augmented experiences that make up the how, when, where, and sometimes why we show up.

Offices are now considered as innovation hubs and collaboration centers that attract and connect talent and inspire innovation.

Our state-of-the-art technology platform is based on 37 filed patents, with 17 of them already granted.

This substantial intellectual property not only establishes our company as a technological frontrunner but also secures our position as a pioneer in the industry.

We believe successful organizations will turn to mobile apps to welcome employees back to the office, manage expectations, better support a hybrid work model, enable data-informed decisions, and deliver excellent experiences to employees.

In a Market Research Report

released in 2024, the digital workplace market size was valued at $27.4 billion in 2022, and is projected to grow from $33.7 billion in

2023 to $90.5 billion by 2030.

Propelling the growth of the market is attributed to new tools and technologies being offered in the market,

and employees’ desire for more flexibility in their work-life balance.

In its Global Virtual Events Market Size & Share Report, 2030 , the global virtual events market size was valued by Grand View Research at $114.12 billion in 2021 and is anticipated by Grand View Research to expand at a CAGR of 21.4% from 2022 to 2030.

Since 2009, digital transformation initiatives have steadily reshaped the corporate workplace, introducing advancements such as conference room signage, desk booking systems, next-generation intranets, and transparent communications.

These technologies provided enterprises with an efficient way to integrate and automate key workplace functions.

The shift toward flexible work models, including hot-desking and occupancy sensors, gained momentum in the late 2010s.

However, the COVID-19 pandemic in 2020 accelerated the adoption of remote and hybrid work strategies.

Organizations rapidly deployed workplace technology solutions to address immediate challenges, enabling employees to work efficiently from distributed locations.

This period saw the rapid proliferation of third-party workplace applications, leading to increasingly siloed data and fragmented experiences.

In the years following the pandemic, organizations have sought to balance flexibility with operational efficiency.

By 2024, return-to-office initiatives gained traction, with companies refining their hybrid models and investing in AI-powered employee experience platforms to enhance employee engagement, productivity, and space utilization.

As more tools and systems connect, comprehensive workplace analytics will become crucial for job roles such as corporate real estate, facilities, and even human resources as they’ll be able to glean cross-platform, actionable insights that impact spaces, technology, and the people that use them.

The Evolving Return-to-Office Landscape:

Technology’s Role in Shaping the Future of Work

The workplace is undergoing a fundamental transformation as companies strive to balance operational efficiency with employee expectations.

While many organizations are pushing for a return-to-office model of 3-5 days per week, many employees remain disengaged, uncertain about in-office benefits, and wary of rigid mandates.

To bridge this gap, companies must rethink how they optimize space, foster engagement, and create an office environment that truly enhances productivity and collaboration.

A major challenge in today’s workplace is the lack of clarity and purpose behind the office experience.

Employees question why they need to be physically present, struggle with unpredictable attendance from colleagues, and face inequities in hybrid work arrangements.

Without clear value propositions for in-office work, attendance policies alone are not enough.

Instead, businesses must focus on creating dynamic, tech-enabled workplaces that support both in-office and hybrid employees.

The Role of Technology in Reinventing Workplace Engagement

To successfully transition into this new era, organizations must adopt smarter workplace technologies that remove friction, improve collaboration, and provide real-time insights into how space is utilized.

Key areas of focus include:

Unified Workplace Platforms – Employees and operations teams are often overwhelmed by fragmented workplace technologies, leading to app fatigue and inefficiencies.

A single, integrated application that consolidates desk bookings, meeting spaces, navigation, and collaboration tools helps to streamline the employee experience.

Real-Time Occupancy Insights – Many hybrid models have disrupted traditional desk assignments, leading to ghost bookings, double reservations, and inefficient space utilization.

AI-driven desk booking and reservation tools, paired with sensors, help to ensure companies can track and manage occupancy accurately, eliminating wasted real estate.

Adaptive Space Management – Many corporate offices no longer operate under a fixed environment where employees work from the same desk daily.

Many offices are evolving into innovation hubs with dynamic layouts that adjust to employee demand.

Successful organizations need flexible mapping, real-time navigation, and workspace reconfiguration tools to help ensure every square foot is optimized.

Automated Employee Experiences – To entice employees back, companies should strive to create a seamless and engaging workplace journey.

This means leveraging AI-driven personalization, automated check-ins, smart notifications, and real-time updates to enhance the office experience.

Why We Believe Mobile is the Future of Workplace Connectivity

As companies continue phased re-entry strategies, mobile-first solutions are increasingly more critical.

A workplace app serves as the central hub for booking resources, finding colleagues, receiving updates, and staying connected across distributed teams.

The ability to manage workspaces, navigate changing office environments, and engage with real-time data is key to empowering employees and driving office attendance organically.

At CXApp we are leading

this transformation through our state-of-the-art employee experience platform, backed by 37 filed patents, including 17 which have

been granted.

Our solutions are designed to help organizations navigate the complexities of modern work environments, optimize

office space, and foster a workplace that employees want to return to.

The Future of Work is Hybrid, Connected, and Intelligent

We believe the future of the return-to-office model is not about rigid mandates—it’s about creating an office experience that employees choose to be part of.

We believe companies that invest in automation, real-time insights, and seamless digital experiences will successfully bridge the gap between attendance goals and employee expectations.

With the right technology in place, organizations can transform the office into a hub of innovation, engagement, and productivity, setting the foundation for long-term workplace success.

The market for our products and services is highly competitive, rapidly evolving, and subject to changing technology trends and customer demands.

As a provider of AI-driven employee experience solutions, we operate in a new and emerging category of vertical SaaS that redefines traditional approaches to workplace management.

Our innovative platform represents a shift in how organizations engage with their employees and optimize physical spaces, offering a new way to integrate digital workplace tools with physical environments.

As a result, we face competition not only from established enterprise software vendors but also from emerging cloud-based providers and niche solution providers specializing in employee experience and workplace optimization.

Our primary competitors include:

Employee Experience and Desk Booking Platforms:

We face competition from specialized SaaS providers focused on workplace optimization, such as Envoy, Modo Labs, Condeco, Robin, and Petur.

These competitors offer comprehensive desk booking, space management, and employee experience solutions that directly address hybrid workplace needs.

Their strong presence in the market and integration capabilities present a significant challenge.

Intranet Solution providers like Appspace, Workvivo and Simplrr.

These competitors have been providing traditional digital signage and intranet applications to enterprises.

In-House Solutions:

Some organizations choose to build and maintain their own internal solutions for employee experience and desk management, leveraging custom-built software or open-source tools.

New Market Entrants and Niche Solution Providers:

As the hybrid work trend continues to evolve, new competitors emerge with specialized solutions addressing aspects of employee experience, workplace analytics, and hybrid office management.

Large technology-driven entrants like ServiceNow, Microsoft and Cisco have started looking at integrating space management and employee experience offerings in their enterprise platforms.

In a Market Research

Report released in 2024, the digital workplace market size was valued at $27.4 billion in 2022, and is projected to grow from $33.7

billion in 2023 to $90.5 billion by 2030.

Propelling the growth of the market are new tools and technology offerings and employees’ desire for more flexibility in their work-life balance.

Grand View Research anticipates that the widespread use of collaboration and communication tools in various industries and industry verticals, including retail & e-commerce, healthcare, manufacturing, construction, and education, among others, will boost the market growth during the forecast period.

In its Digital Workplace Market by Component, 2020 to 2026, the market size in 2020 was valued at $22.7 billion and is projected to grow to $72.2 billion by the end of 2026 at a compound annual growth rate of 21.3%.

In its Digital Workplace Market by Component, 2020 to 2026, the market size in 2020 was valued at $22.7 billion and is projected to grow to $72.2 billion by the end of 2026 at a CAGR of 21.3%.

Enhancing employee experience through a simpler and more flexible work setup helps organizations attract new employees and retain experienced and expert workers.

However, required higher education and lack of proper training are among the limitations to growth and innovation leading to the digital workplace.

The occupancy analytics market in the commercial office space (for systems sales) was estimated by Memoori at $2.17 billion in 2019, and is expected by Memoori to rise to $5.73 billion by 2024, growing at a rate of 21.5% CAGR.

We estimate that the workplace experience apps market is around 15% of this overall occupancy analytics market.

Growth Strategy

Since our core workplace product’s inception in 2017, our go to market strategy was direct to customer focusing on the Fortune 3000 enterprise space.

This has benefited us by acquiring customers from the Fortune 500 across financial services, media and software industries, allowing us to emerge in what we believe is a leadership role for enterprise companies looking for workplace technology.

We also established a technology partner program that we believe is strong and has served us well.

As of today, we have more than 75 partners, including, but not limited to digital lockers, sensors and single sign-on (or SSO) platforms, which allows us to offer seamless integration and workflow for delivering a holistic employee experience application.

Part of our future growth strategy includes, but is not limited to, the following strategic initiatives:

Continue to grow our native development roadmap to align with market trends and new features to support companies and industries going through digital transformation and hybrid workforce models.

Take our existing direct sales team and expand into new verticals.

Continue to grow our foundational channel partner program to forge mutual relationship between other workplace technologies that want to become integrators and/or resellers.

Build a robust sales and marketing roadmap to increase awareness and open channel opportunities, program opportunities and cross-marketing opportunities with existing industry associations and organizations to become thought leaders and trusted advisors in the work tech sector.

The occupancy analytics market in the commercial office space (for systems sales) was estimated by Memoori at $2.17 billion in 2019 and was expected by Memoori to rise to $5.73 billion by 2024, growing at a CAGR of 21.5%.

We estimate that the employee experiences apps market is around 15% of this overall occupancy analytics market.

Research and Development Expenses

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A list of customers is available on our website at www.cxapp.com.

Competition, Strengths, and Differentiation

For our workplace experience app products we compete with companies such as Eptura, Modo Labs, HqO, Robin Powered and Comfy.

For our mapping product, we compete with companies such as MappedIn, Mapwize and Esri.

For our events product, we compete with companies such as Cvent, Double Dutch and Event Base.

We believe we offer a unique and differentiated approach to the market with our workplace experience app that our competition is currently not positioned/not capable of servicing, as described below.

We understand today’s workplace is a collection of spaces, people, activity-based work, virtual and physical interactions, culture, experiences and the technology that binds them.

CXApp has built a mobile command center through a single workplace app that helps enterprise companies build culture, foster innovation, empower employees, and create equitable experiences for a distributed workforce.

Delivering On Experience .

The CXApp platform is the connection point for every employee across your workforce.

We have built a culture around workplace experience and help companies deliver that experience direct to employees to help attract and retain top talent, keep employees engaged and invested in company culture, and support them through a hybrid workforce model that is easy to navigate and easy to use.

Comprehensive Uses .

The CXApp technology supports a multitude of uses for enterprise organization including, but not limited to, workplace experience, mapping, meeting room reservations, desk booking, campus directories, navigation, facility management, analytics and security, across numerous industries in both the private and public sector.

Growing Ecosystem .

With a strong partner ecosystem and broad product integrations (Slack, Zoom, Office365, G-suite, Okta, ServiceNow, and others) our smart office app serves as the gateway to corporate communications and productivity portfolio.

We have over 75 partner integrations and collaborative approach to creating a workplace ecosystem that helps customers streamline their technology stack and reduce app overload.

Scalable Solution .

We are built to support customers’ expanding needs and uses.

Our solution allows for employee growth and can aid on-boarding and employee orientation.

We make it easy to add campus locations around the globe as our clients expand their workforce.

Technology-agnostic .

We embrace an ecosystem of hardware, software, integration and distribution partners welcoming integration and synchronization with third-party data and systems in combination with our platform.

Our open architecture is designed to enable the integration of disparate technologies, preserve investment and avoid obsolescence.

APIs make it possible to move data in and out of our platform.

Our SDKs enable developers to build new apps or to integrate location data into their existing mobile apps, websites or kiosks.

Intellectual Property

3 unchanged sentences

Our patent portfolio offers protections including detecting objects and positioning in a 3D environment, indoor navigation with sensor fusion, wireless signal fingerprinting, source-based anonymity and time synchronization methods.

In connection with the terms of the Separation and Distribution Agreement, each of Inpixon and CXApp have granted the other party a limited worldwide, non-exclusive, irrevocable, royalty free, fully paid up, perpetual, non-exclusive license (the “Licensee”) to use, practice and otherwise exploit such intellectual property (with certain exceptions) that is owned, controlled or purported to be owned or controlled by the other party (the “Licensor”) to the extent used, practiced or otherwise exploited in the business of the Licensee during the twelve (12) months prior to the Distribution Time or is reasonably anticipated to be used after the Distribution Time based on the written business or product plans existing as of the Distribution Time, solely for the conduct of any business of the Licensee as conducted on or prior to the Distribution Time and reasonably anticipated extension or evolutions thereof that are not substitutes for any product or service of the Licensor as of the Distribution Time.

In connection with the

terms of the Separation and Distribution Agreement, each of Inpixon and CXApp have granted the other party (the

“Licensee”) a limited worldwide, non-exclusive, irrevocable, royalty free, fully paid up, perpetual, non-exclusive

license to use, practice and otherwise exploit such intellectual property (with certain exceptions)

that is owned, controlled or purported to be owned or controlled by the other party (the “Licensor”) to the extent used,

practiced or otherwise exploited in the business of the Licensee during the twelve (12) months prior to the Distribution Time or is

reasonably anticipated to be used after the Distribution Time based on the written business or product plans existing as of the

Distribution Time, solely for the conduct of any business of the Licensee as conducted on or prior to the Distribution Time and

reasonably anticipated extension or evolutions thereof that are not substitutes for any product or service of the Licensor as of the

Distribution Time.

As of this time, and notwithstanding the license granted under the Separation and Distribution Agreement, we do not anticipate that any of our products and technologies will require reliance on any intellectual property retained by Inpixon.

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Human Capital

As of May 15, 2024, there are 46 employees, including 4 management personnel, 9 technical R&D personnel, 4 sales personnel, 26 customer success and sustaining engineering personnel, 1 legal personnel, 1 human resources personnel and 1 information technology personnel.

We also have technical consulting resources in the range of 25-35 FTE supporting our customer engagements.

Our success depends on our ability to attract, develop, and retain top talent across our organization.

We are committed to building a diverse, inclusive, and high-performing workforce aligned with our mission to “redefine the employee experience through intelligent space management.”

Workforce Demographics

As of March 31, 2025, we employed approximately 41 full-time employees.

Our workforce includes professionals in software engineering, product development, sales, customer success, and corporate functions.

A portion of our workforce is located outside the U.S., particularly in Canada and the Philippines.

Compensation and Benefits

We offer competitive compensation packages, including base salary, performance-based bonuses, stock-based awards, and comprehensive benefits.

Our equity program aligns employees with shareholder value creation.

We also provide flexible work arrangements, including hybrid and remote options, to support work-life balance.

Corporate History

7 unchanged sentences

(the “Direct Anchor Investors” and which the Direct Anchor Investors, together with the Sponsor, are the “initial stockholders”).

The Company has one wholly-owned subsidiary, KINS Merger Sub Inc., which was incorporated in the State of Delaware on September 16, 2022 (“Merger Sub”).

Merger Sub had no activity from date of incorporation, September 16, 2022 through March 14, 2023.

At the end of business on

March 14, 2023, pursuant to the Merger Agreement, a business combination between KINS and Legacy CXApp was effectuated through the merger

of Merger Sub with and into Legacy CXApp, with Legacy CXApp surviving as the surviving company and as a wholly owned subsidiary of KINS.

The Company has one wholly

owned subsidiary, KINS Merger Sub Inc., which was incorporated in the State of Delaware on September 16, 2022 (“Merger Sub”).

Merger Sub had no activity from it’s date of incorporation, September 16, 2022, through March 14, 2023.

At the end of business on March 14, 2023, pursuant to the Merger Agreement, a business combination between KINS and Legacy CXApp was effectuated through the merger of Merger Sub with and into Legacy CXApp, with Legacy CXApp surviving as the surviving company and as a wholly owned subsidiary of KINS.

KINS subsequently changed its name to CXApp, and shares of CXApp Class A common stock began trading on the Nasdaq on March 15, 2023.

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Corporate Information

We have four operating subsidiaries:

We have four operating

subsidiaries:

(i) Legacy CXApp, a Delaware corporation, 100% of the capital stock of which is owned by CXApp, (ii) CXApp US, Inc.

(formerly as Design Reactor Inc.), a California corporation (“CXApp US”), 100% of the capital stock of which is owned by Legacy CXApp;

(iii) CXApp Canada, Inc.(formerly as Inpixon Canada), a British Columbia corporation, based in Coquitlam, British Columbia (“CXApp Canada”), 100% of the capital stock of which is owned by CXApp US;

(formerly as Design Reactor Inc.), a California corporation (“CXApp US”), 100% of the capital stock of which is owned by

Legacy CXApp;

(iii) CXApp Canada, Inc.

(formerly as Inpixon Canada), a British Columbia corporation, based in Coquitlam, British

Columbia (“CXApp Canada”), 100% of the capital stock of which is owned by CXApp US;

and (iv) CXApp Philippines, Inc.

(formerly as Inpixon Philippines, Inc.), a Philippines corporation (“CXApp Philippines”), 99.97% of the capital stock of which is owned by CXApp US.

(formerly as Inpixon Philippines, Inc.), a Philippines corporation (“CXApp Philippines”), 99.97% of the capital stock of

which is owned by CXApp US.

Our principal executive offices are located at Four Palo Alto Square, Suite 200, 3000 El Camino Real, Palo Alto, CA 94306.

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The information on, or that can be accessed through, our website is not part of this report, and you should not rely on any such information in making any investment decision relating to our common stock.

Risk Factors.

In addition to the other information contained in this Annual Report, the following risks have the potential to impact the business and operations of CXApp.

An investment in our securities involves a high degree of risk.

You should carefully consider all the risks described in this Annual Report, together with the other information contained in this Annual Report.

These risk factors are not exhaustive, and all investors are encouraged to perform their own investigation with respect to the business, financial condition and prospects of CXApp.

The occurrence of any of the following risks or additional risks and uncertainties not presently known to us or that we currently believe are immaterial could have a material adverse effect on our business, financial condition, results of operations and future growth prospects.

In that event, the trading price of our securities could decline, and you could lose all or part of your investment.

Risk Factor Summary

Risks Relating to our Operations

We have a history of net losses, and future financings may be dilutive or difficult to obtain.

Integrating acquisitions or new offerings strains our infrastructure and may not generate expected benefits.

Contract disputes or litigation can be costly and time-consuming, and any failure to control our expenses or effectively manage growth could negatively affect profitability.

Risks Relating to our Growth

Our plans depend on scaling operations and expanding sales to new and existing customers.

The rapidly evolving technology landscape requires us to anticipate and respond to shifts in customer needs and industry standards;

if our solutions do not achieve broad adoption, our growth prospects and revenues may suffer.

Risks Relating to our Personnel

Our business depends on hiring, developing, and retaining highly skilled employees, including key executives and technical professionals.

Competition for specialized talent is intense;

any difficulty in recruiting or high turnover could disrupt operations and impede growth.

If we lose critical personnel without adequate successors, fail to motivate our workforce, or incur excessive expenses to retain staff, our profitability and strategic objectives may be adversely affected.

Risks Relating to our Intellectual Property

Our success depends on protecting proprietary technologies, methodologies, and trade secrets.

We rely on patents, copyrights, confidentiality agreements, and other intellectual property measures to maintain our competitive advantage.

However, the rapidly evolving nature of technology and the potential for unauthorized use or misappropriation of our intellectual property expose us to infringement claims and legal disputes that may be expensive, divert management’s attention, or result in loss of proprietary rights.

Risks Related to Ownership of our Securities

Our stock price can be volatile, and we have no current plans to pay dividends.

Future equity issuances could dilute existing stockholders.

Failure to meet Nasdaq listing standards or changing market conditions could reduce market liquidity or cause delisting.

New or evolving regulations may also affect stockholder rights and the value of our common stock.

Risks Related to our Accounting Policies

We prepare our consolidated financial statements in accordance with U.S.

GAAP, which is subject to interpretation and may change over time.

Adjustments in standards or unexpected changes in accounting estimates, goodwill impairments, or restatements of prior-period financial statements could adversely affect our reported results.

If our internal control over financial reporting proves ineffective, we may be unable to provide accurate or timely financial information, potentially harming our credibility with investors and regulators.

Risks Related to Cybersecurity Threats

We operate in an environment prone to security breaches, data corruption, hacking, and other cyber incidents.

Our products, services, and corporate systems—along with those of our partners or suppliers—may be vulnerable to increasingly sophisticated cyber threats.

A successful breach or service disruption could compromise customer data, impede operations, damage our reputation, result in legal and regulatory liability, and diminish market confidence in our solutions.

Risks Related to our Customers

A delay in the completion of our customers’ budget processes could delay purchases of our products and services and have an adverse effect on our business, operating results and financial condition.

Our revenue depends on successfully maintaining existing customer relationships and expanding our customer base.

Budget constraints, shifting priorities, or technological changes could lead customers to delay or reduce purchases of our offerings.

A few large customers often represent a significant portion of our revenue;

losing one of these customers or failing to adequately diversify could materially affect our financial results.

We rely on a limited number of key customers, the importance of which may vary dramatically from year to year, and a loss of one or more of these key customers may adversely affect our operating results.

Our top three customers accounted

for approximately 25% and 22% of our gross revenue during the year ended December 31, 2024 and the period from March 15, 2023 to December

31, 2023, respectively.

One customer accounted for 10% of our gross revenue in 2024, and a separate customer accounted for 12% of our

gross revenue in 2023;

however, each of these customers may or may not continue to be a significant contributor to revenue in 2023.

loss of a significant amount of business from one of our major customers would materially and adversely affect our results of operations

until such time, if ever, as we are able to replace the lost business.

Significant customers or projects in any one period may not continue

to be significant customers or projects in other periods.

To the extent that we are dependent on any single customer, we are subject to

the risks faced by that customer to the extent that such risks impede the customer’s ability to stay in business and make timely

payments to us.

Risks Related to our Industry

We compete in a rapidly evolving sector with frequent technological advances, emerging business models, and the introduction of new or improved products by competitors.

Developing market-leading innovations is capital-intensive and uncertain.

Failure to anticipate and respond to industry changes, standardize new offerings, or gain market acceptance could erode our competitive position.

In addition, macroeconomic pressures, regulatory complexities, and intensifying competition all contribute to heightened operational and financial risks.

Risks Related to External Factors and Third Parties

Fluctuations in global or regional economic conditions, political disruptions, pandemics, or conflicts can interrupt supply chains and dampen demand for our products.

Compliance with diverse international regulations, including data privacy laws and trade restrictions, involves complexities and potential liabilities that can adversely affect our business.

Risks Relating to our Operations.

We have a history of operating losses and there is no assurance that we will ever be able to earn sufficient revenue to achieve profitability or raise additional financing to successfully operate our business plan.

We have a history of operating losses and may not earn sufficient revenue to support our operations.

We have incurred recurring net losses of approximately $19,408 thousand and $53,618 thousand for the fiscal years ended 2024 and 2023, respectively.

Our continuation is dependent upon attaining and maintaining profitable operations and raising additional capital as needed, but there can be no assurance that we will be able to raise any further financing.

Our ability to generate positive

cash flow from operations is dependent on implementing certain cost reductions and generating sufficient revenues.

Based on our current

business plan, we may need additional capital to support our operations, which may be satisfied by additional debt or equity financings.

Future financings through equity offerings will be dilutive to existing stockholders.

In addition, the terms of securities we may issue

in future capital transactions may be more favorable to new investors than our current investors.

Newly issued securities may include

preferences, superior voting rights, and the issuance of warrants or other derivative securities.

We may also issue incentive awards under

our equity incentive plans, which may have additional dilutive effects.

We may also be required to recognize non-cash expenses in connection

with certain securities we may issue in the future such as convertible notes and warrants, which would adversely impact our financial

condition and results of operations.

Our ability to obtain needed financing may be impaired by certain factors, including the condition

of the economy and capital markets, both generally and specifically in our industry, and the fact that we are not profitable, which could

affect the availability or cost of future financing.

If the amount of capital we are able to raise from financing activities, together

with our revenues from operations, is not sufficient to satisfy our capital needs, we may need to reduce our operations by, for example,

selling certain assets or business segments.

Failure to manage or protect growth may be detrimental to our business because our infrastructure may not be adequate for expansion.

Our corporate strategy contemplates

potential future acquisitions and to the extent we acquire other businesses, we will also need to integrate and assimilate new operations,

technologies and personnel.

The integration of new personnel will continue to result in some disruption to ongoing operations.

to successfully manage growth in a rapidly evolving market requires effective planning and management processes.

We will need to continue

to improve operational, financial, and managerial controls, reporting systems and procedures, and will need to continue to expand, train

and manage our workforce.

There can be no assurance that we would be able to accomplish such an expansion on a timely basis.

unable to affect any required expansion and are unable to perform our contracts on a timely and satisfactory basis, our reputation and

eligibility to secure additional contracts in the future could be damaged.

The failure to perform could also result in contract terminations

and significant liability.

Any such result would adversely affect our business and financial condition.

Insurance and contractual protections may not always cover lost revenue, increased expenses, or liquidated damages payments, which could adversely affect our financial results.

Although we maintain insurance and intend to obtain warranties from suppliers, obligate subcontractors to meet certain performance levels and attempt, where feasible, to pass risks we cannot control to our customers, the proceeds of such insurance or the warranties, performance guarantees or risk sharing arrangements may not be adequate to cover lost revenue, increased expenses or liquidated damages payments that may be required in the future.

Adverse judgments or settlements in legal proceedings could materially harm our business, financial condition, operating results, and cash flows.

We may be a party to claims

that arise from time to time in the ordinary course of our business, which may include those related to, for example, contracts, sub-contracts,

protection of confidential information or trade secrets, adversarial proceedings arising from customer bankruptcies, employment of our

workforce and immigration requirements or compliance with any of a wide array of state and federal statutes, rules or regulations that

pertain to different aspects of our business.

We may also be required to initiate expensive litigation or other proceedings to protect

our business interests.

There is a risk that we will not be successful or otherwise be able to satisfactorily resolve any such claims

or litigation.

In addition, litigation and other legal claims are subject to inherent uncertainties.

Those uncertainties include, but

are not limited to, litigation costs and attorneys’ fees, unpredictable judicial or jury decisions and the differing laws and judicial

proclivities regarding damage awards among the states in which we operate.

Unexpected outcomes in such legal proceedings, or changes in

management’s evaluation or predictions of the likely outcomes of such proceedings (possibly resulting in changes in established

reserves), could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Due to recurring

losses and net capital deficiency, our current financial status may increase our default and litigation risks and may make us more financially

vulnerable in the face of threatened litigation.

Any future acquisitions that we may make could disrupt our business, cause dilution to our stockholders and harm our business, financial condition or operating results.

If we are successful in consummating acquisitions, those acquisitions could subject us to a number of risks, including, but not limited to:

the purchase price we pay and/or unanticipated costs could significantly deplete our cash reserves or result in dilution to our existing stockholders;

we may find that the acquired company or technologies do not improve our market position as planned;

we may have difficulty integrating the operations and personnel of the acquired company, as the combined operations will place significant demands on our management, technical, financial and other resources;

key personnel and customers of the acquired company may terminate their relationships with the acquired company as a result of the acquisition;

we may experience additional financial and accounting challenges and complexities in areas such as tax planning and financial reporting;

we may assume or be held liable for risks and liabilities (including environmental-related costs) as a result of our acquisitions, some of which we may not be able to discover during our due diligence investigation or adequately adjust for in our acquisition arrangements;

our ongoing business and management’s attention may be disrupted or diverted by transition or integration issues and the complexity of managing geographically or culturally diverse enterprises;

we may incur one-time write-offs or restructuring charges in connection with the acquisition;

we may acquire goodwill and other intangible assets that are subject to amortization or impairment tests, which could result in future charges to earnings;

we may not be able to realize the cost savings or other financial benefits we anticipated.

We cannot assure you that, following any acquisition, our continued business will achieve sales levels, profitability, efficiencies or synergies that justify the acquisition or that the acquisition will result in increased earnings for us in any future period.

These factors could have a material adverse effect on our business, financial condition and operating results.

The growth of our business is dependent on increasing sales to our existing customers and obtaining new customers, which, if unsuccessful, could limit our financial performance.

Our ability to increase revenues from existing customers by identifying additional opportunities to sell more of our products and services and our ability to obtain new customers depends on a number of factors, including our ability to offer high quality products and services at competitive prices, the strength of our competitors and the capabilities of our sales and marketing departments.

If we are not able to continue to increase sales of our products and services to existing customers or to obtain new customers in the future, we may not be able to increase our revenues and could suffer a decrease in revenues as well.

If we are unable to sell additional products and services to our customers and increase our overall customer base, our future revenue and operating results may suffer.

Our future success depends, in part, on our ability to expand the deployment of technologies with existing customers and finding new customers to sell our products and services to.

This may require increasingly sophisticated and costly sales efforts and may not result in additional sales.

In addition, the rate at which our customers purchase additional products and services, and our ability to attract new customers, depends on a number of factors, including the perceived need for indoor mapping products and services, as well as general economic conditions.

If our efforts to sell additional products and services are not successful, our business may suffer.

We may need additional cash financing and any failure to obtain cash financing, could limit our ability to grow our business and develop or enhance our service offerings to respond to market demand or competitive challenges.

While we believe that we have sufficient cash funds to satisfy our working capital needs for the next 12 months, we expect that we may need to raise funds to continue our operations and implement our plans to grow our business.

However, if we decide to seek additional capital, we may be unable to obtain financing on terms that are acceptable to us or at all.

If we are unable to raise the required cash, our ability to grow our business and develop or enhance our service offerings to respond to market demand or competitive challenges could be limited.

If we cannot collect our receivables or if payment is delayed, our business may be adversely affected by our inability to generate cash flow, provide working capital, or continue our business operations.

Our business depends on our ability to successfully obtain payment from our customers of the amounts they owe us for products received from us and any work performed by us.

The timely collection of our receivables allows us to generate cash flow, provide working capital and continue our business operations.

Our customers may fail to pay or delay the payment of invoices for several reasons, including financial difficulties resulting from macroeconomic conditions or lack of an approved budget.

An extended delay or default in payment relating to a significant account will have a material and adverse effect on the aging schedule and turnover days of our accounts receivable.

If we are unable to timely collect our receivables from our customers for any reason, our business and financial condition could be adversely affected.

Defects, errors, or vulnerabilities in our products or services or the failure of such products or services to prevent a security breach, could harm our reputation and adversely affect our results of operations.

Because our location-based products and services are complex, they have contained and may contain design or manufacturing defects or errors that are not detected until after their commercial release and deployment by customers.

Defects may cause such products to be vulnerable to advanced persistent threats (“APTs”) or security attacks, cause them to fail to help secure information or temporarily interrupt customers’ networking traffic.

Because the techniques used by hackers to access sensitive information change frequently and generally are not recognized until launched against a target, we may be unable to anticipate these techniques and provide a solution in time to protect customers’ data.

In addition, defects or errors in our subscription updates or products could result in a failure to effectively update customers’ hardware products and thereby leave customers vulnerable to APTs or security attacks.

Any defects, errors or vulnerabilities in our products could result in:

expenditure of significant financial and product development resources in efforts to analyze, correct, eliminate, or work-around errors or defects or to address and eliminate vulnerabilities;

delayed or lost revenue;

loss of existing or potential customers or partners;

increased warranty claims compared with historical experience, or increased cost of servicing warranty claims, either of which would adversely affect gross margins;

litigation, regulatory inquiries, or investigations that may be costly and harm our reputation

Our current research and development efforts

may not produce successful products or features that result in significant revenue, cost savings or other benefits in the near future.

If we do not realize significant revenue from our research and development efforts, our business and results of operations may be adversely

Developing products and related enhancements in our field is expensive.

Investments in research and development may not result in significant design improvements, marketable products or features or may result in products that are more expensive than anticipated.

We may not achieve the cost savings or the anticipated performance improvements expected, and we may take longer to generate revenue from products in development or generate less revenue than expected.

Our future plans include significant investments in research and development and related product opportunities.

Our management believes that we must continue to dedicate a significant amount of resources to research and development efforts to maintain a competitive position.

However, we may not receive significant revenue from these investments in the near future, or these investments may not yield the expected benefits, either of which could adversely affect our business and operating results.

Risks Relating to our Growth

We will need to increase the size of our organization, and we may experience difficulties in managing growth, which could hurt our financial performance.

In order to manage our future growth, we will need to continue to improve our management, operational and financial controls and our reporting systems and procedures.

All of these measures will require significant expenditures and will demand the attention of management.

If we do not continue to enhance our management personnel and our operational and financial systems and controls in response to growth in our business, we could experience operating inefficiencies that could impair our competitive position and could increase our costs more than we had planned.

If we are unable to manage growth effectively, our business, financial condition and operating results could be adversely affected.

Risks Relating to our Personnel

Our business depends on experienced and skilled personnel, and if we are unable to attract and integrate skilled personnel, it will be more difficult for us to manage our business and complete contracts.

The success of our business depends on the skill of our personnel.

Accordingly, it is critical that we maintain, and continue to build, a highly experienced management team and specialized workforce, including those who create software programs and sales professionals.

Competition for personnel with skill sets specific to our industry is high, and identifying candidates with the appropriate qualifications can be costly and difficult.

We may not be able to hire the necessary personnel to implement our business strategy given our anticipated hiring needs, or we may need to provide higher compensation or more training to our personnel than we currently anticipate.

Our business is labor intensive, and our success depends on our ability to attract, retain, train and motivate highly skilled employees, including employees who may become part of our organization in connection with our acquisitions.

The increase in demand for consulting, technology integration and managed services has further increased the need for employees with specialized skills or significant experience in these areas.

Our ability to expand our operations will be highly dependent on our ability to attract a sufficient number of highly skilled employees and to retain our employees and the employees of companies that we have acquired.

We may not be successful in attracting and retaining enough employees to achieve our desired expansion or staffing plans.

Furthermore, the industry turnover rates for these types of employees are high and we may not be successful in retaining, training or motivating our employees.

Any inability to attract, retain, train and motivate employees could impair our ability to adequately manage and complete existing projects and to accept new customer engagements.

Such inability may also force us to increase our hiring of independent contractors, which may increase our costs and reduce our profitability on customer engagements.

We must also devote substantial managerial and financial resources to monitoring and managing our workforce.

Our future success will depend on our ability to manage the levels and related costs of our workforce.

In the event we are unable to attract, hire and retain the requisite personnel and subcontractors, we may experience delays in completing contracts in accordance with project schedules and budgets, which may have an adverse effect on our financial results, harm our reputation and cause us to curtail our pursuit of new contracts.

Further, any increase in demand for personnel may result in higher costs, causing us to exceed the budget on a contract, which in turn may have an adverse effect on our business, financial condition and operating results and harm our relationships with our customers.

We may be subject to damages resulting from claims that we or our employees have wrongfully used or disclosed alleged trade secrets of their former employers.

We may be subject to claims

that we and our employees may have inadvertently or otherwise used or disclosed trade secrets or other proprietary information of former

employers or competitors.

Litigation may be necessary to defend against these claims.

We may be subject to unexpected claims of infringement

of third-party intellectual property rights, either for intellectual property rights of which we are not aware, or for which we believe

are invalid or narrower in scope than the accusing party.

Even if we are successful in defending against these claims, litigation could

result in substantial costs and be a distraction to management.

If we fail in defending such claims, in addition to paying money damages,

we may lose valuable intellectual property rights or personnel or be enjoined from selling certain products or providing certain services.

A loss of key research personnel or their work product could hamper or prevent our ability to commercialize certain products, which could

severely harm our business.

The loss of key personnel may adversely affect our operations.

Our success depends to a significant extent upon the operation, experience, and continued services of certain of our officers, and other key personnel.

While our key personnel are employed under employment contracts, there is no assurance we will be able to retain their services.

The loss of our key personnel could have an adverse effect on us.

If certain of our executive officers were to leave, we would face substantial difficulty in hiring a qualified successor and could experience a loss in productivity while any successor obtains the necessary training and experience.

Furthermore, we do not maintain “key person” life insurance on the lives of any executive officer and their death or incapacity would have a material adverse effect on us.

The competition for qualified personnel is intense, and the loss of services of certain key personnel could adversely affect our business.

Risks Relating to our Intellectual Property

If we do not adequately protect our intellectual property rights, we may experience a loss of revenue, and our operations and growth prospects may be materially harmed.

We have not registered copyrights on any of the software we have developed, and while we may register copyrights in the software if needed before bringing suit for copyright infringement, such registration can introduce delays before suit of over three years and can constrain damages for infringement.

We rely upon confidentiality agreements signed by our employees, consultants and third parties to protect our intellectual property.

We cannot assure you that we can adequately protect our intellectual property or successfully prosecute actual or potential infringement of our intellectual property rights.

In addition, we cannot assure you that others will not assert rights in, or ownership of, trademarks and other proprietary rights of ours or that we will be able to successfully resolve these types of conflicts to our satisfaction.

Our failure to protect our intellectual property rights may result in a loss of revenue and could materially adversely affect our operations and financial condition.

In addition, any patents issued in the future may not provide us with any competitive advantages, and our patent applications may never be granted.

The process of obtaining patent protection is expensive and time-consuming, and we may not be able to prosecute all necessary or desirable patent applications at a reasonable cost or in a timely manner.

Even if issued, there can be no assurance that these patents will adequately protect our intellectual property, as the legal standards relating to the validity, enforceability and scope of protection of patent and other intellectual property rights are complex and often uncertain and are subject to change that can affect validity of patents issued under previous legal standards, particularly with respect to the law of subject matter eligibility.

Our inability to protect our property rights could adversely affect our financial condition, operating results and growth prospects.

Our proprietary software is

protected by common law copyright laws, as opposed to registration under copyright statutes.

We have not registered copyrights on any

of the proprietary software we have developed.

Our performance and ability to compete are dependent to a significant degree on our proprietary

Common law protection may be narrower than that which we could obtain under registered copyrights.

As a result, we may experience

difficulty in enforcing our copyrights against certain third-party infringements.

As part of our confidentiality-protection procedures,

we generally enter into agreements with our employees and consultants and limit access to, and distribution of, our software, documentation

and other proprietary information.

There can be no assurance that the steps we have taken will prevent misappropriation of our technology

or that agreements entered into for that purpose will be enforceable.

The laws of other countries may afford us little or no protection

of our intellectual property.

We also rely on a variety of technology that we license from third parties.

There can be no assurance that

these third-party technology licenses will continue to be available to us on commercially reasonable terms, if at all.

The loss of or

inability to maintain or obtain upgrades to any of these technology licenses could result in delays in completing software enhancements

and new developments until equivalent technology can be identified, licensed or developed and integrated.

Any such delays would materially

and adversely affect our business.

We could incur substantial cost in protecting our proprietary software technology and if we fail to protect our technology, we could incur material harm to our business.

We rely principally on a combination of contract provisions and copyright, trademark, patent and trade secret laws to protect our proprietary technology.

Despite our efforts to protect our proprietary rights, unauthorized parties may attempt to copy aspects of our products or to obtain and use information that we regard as proprietary.

Policing unauthorized use of our products is difficult.

Litigation may be necessary in the future to enforce our intellectual property rights, to protect our trade secrets or to determine the validity and scope of the proprietary rights of others.

This litigation could result in substantial costs and diversion of resources, whether or not we ultimately prevail on the merits.

The steps we take to protect our proprietary rights may be inadequate to prevent misappropriation of our technology;

moreover, others could independently develop similar technology.

We could be subject to claims that we infringe intellectual property rights of others, which could harm our business, financial condition, results of operations or cash flows.

Third parties could assert infringement claims in the future with respect to our products and technology, and such claims might be successful.

Litigation relating to any such claims could result in substantial costs and diversion of resources, whether or not we ultimately prevail on the merits.

Any such litigation could also result in our being prohibited from selling one or more of our products, unanticipated royalty payments, reluctance by potential customers to purchase our products, or liability to our customers and could have a material adverse effect on our business, financial condition, operating results and cash flows.

Risks Relating to Ownership of our Securities

The market price of our common stock may be volatile and fluctuate substantially, which could cause the value of your investment to decline.

The trading price of our common stock, as well as our warrants, is likely to be volatile.

The stock market has experienced extreme volatility in the past and may experience similar volatility moving forward.

This volatility often has been unrelated or disproportionate to the operating performance of particular companies.

You may not be able to resell your shares at an attractive price due to a number of factors including the following:

results of operations that vary from the expectations of securities analysts and investors;

results of operations that vary from those of our competitors;

changes in expectations as to our future financial performance, including financial estimates and investment recommendations by securities analysts and investors;

price and volume fluctuations in the market prices of stocks generally;

strategic actions by us or our competitors;

changes in how enterprises perceive the benefits of our platform and products;

announcements by us or our competitors of new products, solutions or technologies or significant contracts, acquisitions, joint ventures, other strategic relationships or capital commitments;

any significant change in our management or departures of key personnel;

changes in general economic or market conditions or trends in our industry or markets;

changes in business or regulatory conditions, including new laws or regulations or new interpretations of existing laws or regulations applicable to our business;

future sales of our common stock or other securities;

investor perceptions or the investment opportunity associated with our common stock relative to other investment alternatives;

the public’s response to press releases or other public announcements by us or third parties, including our filings with the SEC;

litigation involving us, our industry, or both, or investigations by regulators into our operations or those of our competitors;

guidance, if any, that we provide to the public, any changes in this guidance or our failure to meet this guidance;

the development and sustainability of an active trading market for our common stock;

actions by institutional or activist stockholders;

changes in accounting standards, policies, guidelines, interpretations or principles;

general economic and political conditions such as recessions, interest rates, fuel prices, trade wars, tariffs, pandemics, currency fluctuations and acts of war or terrorism;

the effects of natural disasters, terrorist attacks and the spread and/or abatement of infectious diseases, including with respect to potential operational disruptions, labor disruptions, increased costs, and impacts to demand related thereto.

These broad market and industry fluctuations may adversely affect the market price of our common stock, regardless of our actual operating performance.

In addition, price volatility may be greater if the public float and trading volume of our common stock is low.

In the past, following periods of market volatility, stockholders have instituted securities class action litigation.

If we were involved in securities litigation, it could have a substantial cost and divert resources and the attention of executive management from our business regardless of the outcome of such litigation.

We qualify as an “emerging growth company” within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to emerging growth companies, it could make our securities less attractive to investors and may make it more difficult to compare our performance to the performance of other public companies.

We are an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, and for as long as we continue to be an emerging growth company, we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in this Annual Report and our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

As a result, our stockholders may not have access to certain information they may deem important.

We cannot predict whether investors will find our securities less attractive because we will rely on these exemptions.

If some investors find our securities less attractive as a result of our reliance on these exemptions, the trading prices of our securities may be lower than they otherwise would be, there may be a less active trading market for our securities and the trading prices of our securities may be more volatile.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards.

The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable.

We have elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

This may make comparisons of our financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

If we cease to be an emerging growth company, we will no longer be able to take advantage of certain exemptions from reporting, and absent other exemptions or relief available from the SEC, we will also be required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act.

We will incur additional expenses in connection with such compliance and our management will need to devote additional time and effort to implement and comply with such requirements.

We do not intend to pay dividends on our common stock, so any returns will be substantially limited to the value of our common stock.

We have no current plans to pay any cash dividends on our common stock.

The declaration, amount and payment of any future dividends on shares of our common stock will be at the sole discretion of our board.

We currently anticipate that we will retain future earnings for the development, operation and expansion of our business and do not anticipate declaring or paying any cash dividends from future earnings for the foreseeable future.

Our board may take into account general and economic conditions, our financial condition and results of operations, our available cash and current and anticipated cash needs, capital requirements, contractual, legal, tax, and regulatory restrictions, implications on our or our subsidiaries’ payment of dividends to our stockholders and such other factors as our board may deem relevant.

In addition, our ability to pay dividends is limited by our indebtedness and may be limited by covenants of any future indebtedness we incur.

As a result, you may not receive any return on an investment in our common stock unless you sell our common stock for a price greater than that which you paid for it.

If securities analysts do not publish research or reports about our business or if they publish inaccurate or unfavorable research about our common stock, the stock price and trading volume of our common stock could decline.

The trading market for our common stock will rely, in part, on the research and reports that industry or financial analysts publish about us or our business.

In addition, some financial analysts may have limited expertise with our model and operations.

Furthermore, if one or more of the analysts who do cover us downgrade their evaluations of our common stock, the price of our common stock could decline.

If one or more of these analysts ceases to cover us, we could lose visibility in the market for our common stock, which in turn could cause our stock price or trading volume to decline.

Any future sales or offerings of our common stock may cause substantial dilution to stockholders and could cause the price of our common stock to decline.

The sale of shares of our common stock in the public market, or the perception that such sales could occur, could harm the prevailing market price of shares of our common stock.

These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell equity securities in the future at a time and at a price that it deems appropriate.

Pursuant to the Insider Letter (as defined in the Sponsor Support Agreement), during the Founder Shares Lock-Up Period (as defined in the Insider Letter), KINS’ directors and executive officers will not, subject to the exceptions noted therein, sell, transfer, assign, pledge, encumber, hypothecate or similarly dispose of any shares of our common stock, or any stock options, restricted stock units, or other equity awards outstanding as of immediately following the Closing in respect of our awards outstanding immediately following the Closing.

Following the expiration or waiver of the Lockup Period, such shares will be eligible for resale, subject to volume, manner of sale and other limitations under Rule 144.

Sales of substantial amounts of our common stock in the public market, or the perception that such sales will occur, could adversely affect the market price of our common stock and make it difficult for us to raise funds through securities offerings in the future.

If the stockholders to the Registration Rights Agreement, dated as of December 14, 2020, that was entered into by KINS, the Sponsor and the other parties thereto in connection with the KINS initial public offering, exercise their registration rights, the market price of shares of our common stock could drop significantly if the holders of these shares sell them or are perceived by the market as intending to sell them.

These factors could also make it more difficult for us to raise additional funds through future offerings of our common stock or other securities.

In addition, the shares of our common stock reserved for future issuance under our equity incentive plans will become eligible for sale in the public market once those shares are issued, subject to provisions relating to various vesting agreements and, in some cases, limitations on volume and manner of sale applicable to affiliates under Rule 144, as applicable.

In the future, we may also issue our securities in connection with investments or acquisitions.

The amount of shares of our common stock issued in connection with an investment or acquisition could constitute a material portion of our common stock.

Any issuance of additional securities in connection with investments or acquisitions may result in additional dilution to our stockholders.

A sustained depression in the market price of our common stock has happened (from October to December 2023) and could in the future happen, which could also reduce our market capitalization below the book value of net assets, which could increase the likelihood of recognizing goodwill or indefinite-lived intangible asset impairment losses that could negatively affect our financial condition and results of operations.

Anti-takeover provisions in our organizational documents could delay or prevent a change of control.

Certain provisions of our

Charter and Bylaws have an anti-takeover effect and may delay, defer or prevent a merger, acquisition, tender offer, takeover attempt

or other change of control transaction that a stockholder might consider in their best interest, including those attempts that might result

in a premium over the market price for the shares held by our stockholders.

These provisions provide for, among other things:

a classified board of directors whose members serve staggered three-year terms;

the ability of our board to issue shares of preferred stock, including “blank check” preferred stock and to determine the price and other terms of those shares, including preferences and voting rights, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquirer;

advance notice for nominations of directors by stockholders and for stockholders to include matters to be considered at our annual meetings;

no cumulative voting in the election of directors, which limits the ability of minority stockholders to elect director candidates;

certain limitations on convening special stockholder meetings;

limiting the ability of stockholders to act by written consent;

the limitation of the liability of, and the indemnification of, our directors and officers;

providing that our board is expressly authorized to make, alter or repeal our bylaws;

the removal of directors only for cause and only upon the affirmative vote of holders of the majority of the voting power of all of the then outstanding shares of our voting stock entitled to vote at an election of directors.

These anti-takeover provisions could make it more difficult for a third party to acquire us, even if the third-party’s offer may be considered beneficial by many of our stockholders.

As a result, our stockholders may be limited in their ability to obtain a premium for their shares.

These provisions could also discourage proxy contests and make it more difficult for you and other stockholders to elect directors of your choosing and to cause us to take other corporate actions you desire.

Our Charter designates the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, employees or stockholders.

Our Charter provides that,

subject to limited exceptions, any (1) derivative action, suit or proceeding brought on behalf of us, (2) action, suit or proceeding asserting

a claim of breach of a fiduciary duty owed by any of our directors, officers or stockholders to us or our stockholders, (3) action, suit

or proceeding arising pursuant to any provision of the DGCL or the Charter or the Bylaws (as either may be amended from time to time),

(4) action, suit or proceeding as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware or (5) action,

suit or proceeding asserting a claim against us or any current or former director, officer or stockholder governed by the internal affairs

doctrine of the State of Delaware shall, to the fullest extent permitted by applicable law, be exclusively brought in the Court of Chancery

of the State of Delaware or, if such court lacks subject matter jurisdiction thereof, another state or federal court located within the

State of Delaware;

provided that, (i) unless we consent in writing to the selection of an alternative forum, the federal district courts

of the United States of America will, to the fullest extent permitted by law, be the sole and exclusive forum for the resolution of any

complaint asserting a cause of action arising under the Securities Act and (ii) such exclusive forum provision shall not apply to claims

or causes of action brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal courts

of the United States have exclusive jurisdiction.

Any person or entity purchasing or otherwise acquiring any interest in shares of our

capital stock shall be deemed to have notice of and to consent to the provisions of the Charter.

This choice of forum provision may limit

a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers

or other employees, which may discourage such lawsuits against us and our directors, officers and employees.

Alternatively, if a court

were to find these provisions of the Charter inapplicable to, or unenforceable in respect of, one or more of the specified types of actions

or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect

our business and financial condition.

The requirements of being a public company, including compliance with the reporting requirements of the Exchange Act and the Nasdaq stock exchange, require significant resources, increase our costs and distract our management, and we may be unable to comply with these requirements in a timely or cost-effective manner.

We have incurred increased costs as a result of operating as a public company and our management has devoted substantial time to compliance initiatives.

Legacy CXApp has previously operated as a privately-owned company and we expect to incur additional legal, regulatory, finance, accounting, investor relations and other administrative expenses as a result of having publicly traded common stock.

In addition, we are required under the Sarbanes-Oxley Act, as well as rules adopted by the SEC and Nasdaq to implement specified corporate governance practices that previously did not apply to Legacy CXApp as a private company.

As a public company with equity

securities listed on Nasdaq, we must comply with rules and regulations of the SEC and the requirements of Nasdaq.

Complying with these

rules, regulations and requirements occupies a significant amount of the time of our board of directors and management and significantly

increases our costs and expenses.

Furthermore, if any issues in complying with those requirements are identified (for example, if the

auditors identify a material weakness or significant deficiency in our internal control over financial reporting), we could incur additional

costs rectifying those issues, and the existence of those issues could adversely affect our reputation or investor perceptions of it.

In addition, as a public company we incur substantial costs to obtain director and officer liability insurance policies.

These factors

could make it more difficult for us to attract and retain qualified members of our board of directors, particularly to serve on our audit

We are required to ensure that we have the ability to prepare financial statements on a timely basis that fully comply with all SEC reporting requirements and maintain effective internal controls over financial reporting.

The additional demands associated with being a public company may disrupt regular operations of our business by diverting the attention of some of our senior management team away from revenue producing activities to management and administrative oversight, adversely affecting our ability to attract and complete business opportunities and increasing the difficulty in both retaining professionals and managing and growing our businesses.

In addition, failure to comply with any laws or regulations applicable to us as a public company may result in legal proceedings and/or regulatory investigations and may cause reputational damage.

Any of these effects could harm our business, financial condition and results of operations.

If we fail to meet the continued listing standards of Nasdaq, our common stock may be delisted, which could have a material adverse effect on the liquidity and market price of our common stock and expose the Company to litigation.

Our common stock is currently traded on the Nasdaq Capital Market.

The Nasdaq Stock Market LLC (“Nasdaq”) has requirements that a company must meet in order to remain listed.

For example, on April 18, 2024 and May 22, 2024, the Company received a notice from Nasdaq notifying the Company that, because the Company was delinquent in filing its 2023 Form 10-K and 10-Q, for the quarter ended March 31, 2024, respectively, the Company no longer complied with Nasdaq Listing Rule 5250(c)(1) (the “Listing Rule”), which requires companies with securities listed on Nasdaq to timely file all required periodic reports with the SEC.

In accordance with Nasdaq’s listing rules, the Company had 60 calendar days after each notice to submit a plan of compliance to Nasdaq addressing how the Company intended to regain compliance with Nasdaq’s listing rules, and Nasdaq had the discretion to grant the Company up to 180 calendar days from the due date of the applicable periodic report, to regain compliance.

The Company filed the Form 10-K on May 24, 2024, and the Form 10-Q on May 31, 2024, and regained compliance with Nasdaq’s listing rules.

If our common stock were to be delisted, the liquidity of our common stock would be adversely affected, and the market price of our common stock could decrease.

In addition, the delinquent report could expose the Company to risk of litigation concerning any impact upon the Company’s price of the Company’s common stock.

Any such litigation could distract management from day-to-day operations and further adversely affect the market price of our common stock.

Risks Relating to our Accounting Policies

Changes in accounting principles and guidance, or their interpretation or implementation, may materially adversely affect our reported results of operations or financial position.

We prepare our consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”) These principles are subject to interpretation by the SEC and various bodies formed to create and interpret appropriate accounting principles and guidance.

A change in these principles or guidance, or in their interpretations, may have a significant effect on our reported results, as well as our processes and related controls.

Revenue forecasting is uncertain, and the failure to meet our forecasts could result in a decline in our stock price.

Our revenues, particularly new software license revenues or economic impacts from M&A activities, are difficult to forecast.

We use a pipeline system to forecast revenues and trends in our business.

Our pipeline estimates may prove to be unreliable either in a particular quarter or over a longer period of time, in part because the conversion rate of the pipeline into contracts can be difficult to estimate and requires management judgment.

A variation in the conversion rate could cause us to plan or budget incorrectly and result in a material adverse impact on our business or our planned results of operations.

Furthermore, most of our expenses are relatively fixed, including costs of personnel and facilities.

Thus, an unexpected reduction in our revenue, or failure to achieve the anticipated rate of growth or realize synergies from M&A activity, would have a material adverse effect on our profitability.

If our operating results do not meet our publicly stated guidance or the expectations of investors or analysts, our stock price may decline.

If our goodwill or amortizable intangible assets become impaired, we have been and may be required to record a significant charge to earnings.

We review our goodwill for impairment at least annually and when events or changes in circumstances indicate that the carrying value may not be recoverable.

As discussed in Note 6 – “Goodwill and Intangible Assets, net” in the Notes to the Consolidated Financial Statements under Item 15 of this Annual Report, we incurred a goodwill impairment loss of $36,056 thousand, resulting in a negative impact on our results of operations for the year ended December 31, 2023.

As required by current accounting standards, we review intangible assets for impairment either annually or whenever changes in circumstances indicate that the carrying value may not be recoverable.

The risk of impairment to goodwill is higher during the early years following an acquisition.

This is because the fair values of these assets align very closely with what we paid to acquire the reporting units to which these assets are assigned.

When impairment charges are triggered, they tend to be material due to the size of the assets involved.

Our business could be adversely affected, and impairment of goodwill could be triggered, if any of the following were to occur:

higher attrition rates than planned as a result of the competitive environment or our inability to provide products and services that are competitive in the marketplace, lower-than-planned adoption rates by customers, higher-than-expected expense levels to provide services to customers, sustained declines in our stock price and related market capitalization and changes in our business model that may impact one or more of these variables.

Management identified material weaknesses in the Company’s internal control over financial reporting for the years ended December 31, 2024, and for the period March 15, 2023 to December 31, 2023.

If the Company identifies additional material weaknesses in the future or otherwise fails to maintain effective internal control over financial reporting, it may not be able to accurately or timely report its financial condition or results of operations, which may adversely affect the Company’s business and share price.

The Company’s

management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in

Rule 13a-15(f) under the Exchange Act.

Under the direction of the Company’s Chief Executive Officer and Chief Financial

Officer, management conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting

for the years ended December 31, 2024, and for the period from March 15, 2023 to December 31, 2023.

A material weakness is a

deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility

that a material misstatement of its annual or interim consolidated financial statements will not be prevented or detected on a

timely basis.

Management implemented enhancements

to its internal control over financial reporting, which included refinements and enhancements to the controls related to goodwill valuation.

The Company implemented these enhancements to the design of its controls starting in the fourth quarter of 2023.

Management implemented

additional enhancements to internal controls starting the fourth quarter of 2024.

Refer to Item 9.A.

Controls and Procedures of this Annual Report for further information.

Remediation measures are time-consuming on the Company’s financial and operational resources.

In order to improve the effectiveness of its internal control over financial reporting, the Company will need to continue to expend resources, including accounting-related costs and management oversight.

We cannot provide assurance that the measures we have taken to date and may take in the future will prevent or avoid potential future material weaknesses.

The effectiveness of our internal control over financial reporting is subject to various inherent limitations, including cost limitations, judgments used in decision making, assumptions about the likelihood of future events, the possibility of human error and the risk of fraud.

If we are unable to remediate the material weaknesses or identify additional material weakness in the future, our ability to record, process and report financial information accurately, and to prepare financial statements within the time periods required by the SEC, could be adversely affected which, in turn, may adversely affect our reputation and business and the market price of the Company’s Class A Common Stock.

In addition, any such failures could result in litigation or regulatory actions by the SEC or other regulatory authorities, loss of investor confidence, delisting of our securities and harm to our reputation and financial condition, or diversion of financial and management resources from the operation of our business.

Risks Relating to Cybersecurity Threats

Internal system or service failures could disrupt our business and impair our ability to effectively provide our services and products to our customers, which could damage our reputation and adversely affect our revenues and profitability.

Any system or service disruptions, on our hosted cloud infrastructure or those caused by ongoing projects to improve our information technology systems and the delivery of services, if not anticipated and appropriately mitigated, could have a material adverse effect on our business including, among other things, an adverse effect on our ability to bill our customers for work performed on our contracts, collect the amounts that have been billed and produce accurate financial statements in a timely manner.

We are also subject to systems failures, including network, software or hardware failures, whether caused by us, third-party service providers, cyber security threats, natural disasters, power shortages, terrorist attacks or other events, which could cause loss of data and interruptions or delays in our business, cause us to incur remediation costs, subject us to claims and damage our reputation.

In addition, the failure or disruption of our communications or utilities could cause us to interrupt or suspend our operations or otherwise adversely affect our business.

Our property and business interruption insurance may be inadequate to compensate us for all losses that may occur as a result of any system or operational failure or disruption and, as a result, our future results could be adversely affected.

Any failures or interruptions in our services or systems could damage our reputation and substantially harm our business and results of operations.

Our success depends in part on our ability to provide reliable remote services, technology integration and managed services to our customers.

The operations of our cloud-based applications and analytics are susceptible to damage or interruption from human error, fire, flood, power loss, telecommunications failure, terrorist attacks and similar events.

We could also experience failures or interruptions of our systems and services, or other problems in connection with our operations, as a result of:

damage to or failure of our computer software or hardware or our connections;

errors in the processing of data by our systems;

computer viruses or software defects;

physical or electronic break-ins, sabotage, intentional acts of vandalism and similar events;

increased capacity demands or changes in systems requirements of our customers;

errors by our employees or third-party service providers.

Any production interruptions for any reason, such as a natural disaster, epidemic, capacity shortages, or quality problems, at one of our manufacturing partners would negatively affect sales of product lines manufactured by that manufacturing partner and adversely affect our business and operating results.

Any interruptions in our systems or services could damage our reputation and substantially harm our business and results of operations.

While we maintain disaster recovery plans and insurance with coverage we believe to be adequate, claims may exceed insurance coverage limits, may not be covered by insurance or insurance may not continue to be available on commercially reasonable terms.

Digital threats such as cyber-attacks, data protection breaches, computer viruses or malware may disrupt our operations, harm our operating results and damage our reputation, and cyber-attacks or data protection breaches on our customers’ networks, or in cloud-based services provided by or enabled by us, could result in liability for us, damage our reputation or otherwise harm our business.

Despite our implementation of network security measures, the products and services we sell to customers, and our servers, data centers and the cloud-based solutions on which our data, and data of our customers, suppliers and business partners are stored, are vulnerable to cyber-attacks, data protection breaches, computer viruses, and similar disruptions from unauthorized tampering or human error.

Any such event could compromise our networks or those of our customers, and the information stored on our networks or those of our customers could be accessed, publicly disclosed, lost or stolen, which could subject us to liability to our customers, business partners and others, and could have a material adverse effect on our business, operating results, and financial condition and may cause damage to our reputation.

Efforts to limit the ability of malicious third parties to disrupt the operations of the Internet or undermine our own security efforts may be costly to implement and met with resistance and may not be successful.

Breaches of network security in our customers’ networks, or in cloud-based services provided by or enabled by us, regardless of whether the breach is attributable to a vulnerability in our products or services, could result in liability for us, damage our reputation or otherwise harm our business.

Integration of artificial intelligence into our product offerings and our use of artificial intelligence in our operations could result in reputational or competitive harm, legal liability, and other adverse effects on our business.

We have integrated, and plan to further integrate, AI capabilities into components of our product offerings, and we expect to use AI in our operations.

Such integration and use of AI may become more important in our product offerings and operations over time.

These AI-related initiatives, whether successful or not, could cause us to incur substantial costs and could result in delays in our software release cadence.

Our competitors or other third parties may incorporate AI into their products or operations more quickly or more successfully than we do, which could impair our ability to compete effectively.

Additionally, AI algorithms may be flawed and datasets underlying AI algorithms may be insufficient or contain biased information.

If the AI tools integrated into our products or those we use in our operations produce analyses or recommendations that are or are alleged to be deficient, inaccurate, or biased, our reputation, business, financial condition, and results of operations may be adversely affected.

Other companies have experienced cybersecurity incidents that implicate confidential and proprietary company data and/or the personal data of end users of AI applications integrated into their software offerings or used in their operations.

If we were to experience a cybersecurity incident, whether related to the integration of AI capabilities into our product offerings or our use of AI applications in our operations, our business and results of operations could be adversely affected.

AI also presents various emerging legal, regulatory and ethical issues, and the incorporation of AI into our product offerings and our use of AI applications in our operations could require us to expend significant resources in developing, testing and maintaining our product offerings and may cause us to experience brand, reputational, or competitive harm, or incur legal liability.

Jurisdictions that we operate in may decide to establish extensive new standards for AI safety and security or adopt similar or more restrictive legislation that may render the use of such technologies challenging.

These restrictions may make it harder for us to conduct our business using AI, lead to regulatory fines or penalties, require us to change our product offerings or business practices, or prevent or limit our use of AI.

We intend to use and leverage open-source technology which may create risks of security weaknesses.

Some parts of our technology may be based on open-source technology.

There is a risk that the development team or other third parties may intentionally or unintentionally introduce weaknesses or bugs into the core infrastructure elements of our technology solutions interfering with the use of such technology or causing loss to us.

Risks Relating to our Customers

We rely on our customers to purchase products and services from us to maintain and increase our earnings, and customer purchases are frequently subject to budget constraints, multiple approvals and unplanned administrative, processing and other delays.

If sales expected from a specific customer are not realized when anticipated or at all, our results could fall short of public expectations and our business, operating results and financial condition could be materially adversely affected.

Our top three customers

accounted for approximately 24% and 22% of our gross revenue during the years ended December 31, 2024, and the period from

March 15, 2023 to December 31, 2023.

One customer accounted for 10% of our gross revenue in 2024, and a separate customer accounted

for 12% of our gross revenue in 2023;

however, each of these customers may or may not continue to be a significant contributor to

revenue in 2023.

The loss of a significant amount of business from one of our major customers would materially and adversely affect

our results of operations until such time, if ever, as we are able to replace the lost business.

Significant customers or projects

in any one period may not continue to be significant customers or projects in other periods.

To the extent that we are dependent on

any single customer, we are subject to the risks faced by that customer to the extent that such risks impede the customer’s

ability to stay in business and make timely payments to us.

Risks Relating to our Industry

Our competitiveness depends significantly on our ability to keep pace with the rapid changes in our industry.

Failure to anticipate and meet our customers’ technological needs could adversely affect our competitiveness and growth prospects.

We operate and compete in an industry characterized by rapid technological innovation, changing customer needs, evolving industry standards and frequent introductions of new products, product enhancements, services and distribution methods.

Our success depends on our ability to develop expertise with these new products, product enhancements, services and distribution methods and to implement solutions that anticipate and respond to rapid changes in technology, the industry, and customer needs.

The introduction of new products, product enhancements and distribution methods could decrease demand for current products or render them obsolete.

Sales of products and services can be dependent on demand for specific product categories, and any change in demand for or supply of such products could have a material adverse effect on our net sales if we fail to adapt to such changes in a timely manner.

There can be no assurances that consumer or commercial demand for our future products will meet, or even approach, our expectations.

In addition, our pricing and marketing strategies may not be successful.

Lack of customer demand, a change in marketing strategy and changes to our pricing models could dramatically alter our financial results.

Unless we are able to release location-based products that meet a significant market demand, we will not be able to improve our financial condition or the results of our future operations.

We operate in a highly competitive market, and we may be required to reduce the prices for some of our products and services to remain competitive, which could adversely affect our results of operations.

Our industry is developing rapidly, and related technology trends are constantly evolving.

In this environment, we face, among other things, significant price competition from our competitors.

As a result, we may be forced to reduce the prices of the products and services we sell in response to offerings made by our competitors and may not be able to maintain the level of bargaining power that we have enjoyed in the past when negotiating the prices of our products and services.

Our profitability is dependent on the prices we are able to charge for our products and services.

The prices we are able to charge for our products and services are affected by a number of factors, including:

our customers’ perceptions of our ability to add value through our products and services;

introduction of new products or services by us or our competitors;

our competitors’ pricing policies;

our ability to charge higher prices where market demand or the value of our products or services justifies it;

procurement practices of our customers;

general economic and political conditions.

If we are not able to maintain favorable pricing for our products and services, our results of operations could be adversely affected.

If our products fail to satisfy customer demands or to achieve increased market acceptance our results of operations, financial condition and growth prospects could be materially adversely affected.

The market acceptance of our products is critical to our continued success.

Demand for our products is affected by a number of factors beyond our control, including continued market acceptance, the timing of development and release of new products by competitors, technological change, and growth or decline in the mobile device management market.

We expect the proliferation of mobile devices to lead to an increase in the data security demands of our customers, and our products may not be able to scale and perform to meet those demands.

If we are unable to continue to meet customer demands or to achieve more widespread market acceptance of these products, our business operations, financial results and growth prospects will be materially and adversely affected.

There is also a possibility of future tariffs, trade protection measures, import or export regulations or other restrictions imposed on our products or on our customers by the United States, China or other countries that could have a material adverse effect on our business.

A significant trade disruption or the establishment or increase of any tariffs, trade protection measures or restrictions could result in lost sales adversely impacting our reputation and business.

A trade war, other governmental action related to tariffs or international trade agreements, changes in U.S.

social, political, regulatory and economic conditions or in laws and policies governing foreign trade, manufacturing, development and investment in the territories and countries where we currently do business or any resulting negative sentiments towards the United States could adversely affect our supply chain economics, consolidated revenue, earnings and cash flow.

We may not be able to develop new products or enhance our product to keep pace with our industry’s rapidly changing technology and customer requirements.

The industry in which we operate is characterized by rapid technological changes, new product introductions, enhancements, and evolving industry standards.

Our business prospects depend on our ability to develop new products and applications for our technology in new markets that develop as a result of technological and scientific advances, while improving performance and cost-effectiveness.

New technologies, techniques or products could emerge that might offer better combinations of price and performance than the artificial intelligence technology solutions that are being developed by us.

It is important that we anticipate changes in technology and market demand.

If we do not successfully innovate and introduce new technology into our anticipated technology solutions or effectively manage the transitions of our technology to new product offerings, our business, financial condition and results of operations could be harmed.

Risks Relating to External Factors and Third Parties

We may enter into joint ventures, teaming and other arrangements, and these activities involve risks and uncertainties.

A failure of any such relationship could have material adverse results on our business and results of operations.

We may enter into joint ventures, teaming and other arrangements.

These activities involve risks and uncertainties, including the risk of the joint venture or applicable entity failing to satisfy its obligations, which may result in certain liabilities to us for guarantees and other commitments, the challenges in achieving strategic objectives and expected benefits of the business arrangement, the risk of conflicts arising between us and our partners and the difficulty of managing and resolving such conflicts, and the difficulty of managing or otherwise monitoring such business arrangements.

A failure of our business relationships could have a material adverse effect on our business and results of operations.

Our business and operations expose us to numerous legal and regulatory requirements and any violation of these requirements could harm our business.

We are subject to numerous federal, state and foreign legal requirements on matters as diverse as data privacy and protection, employment and labor relations, immigration, taxation, anticorruption, import/export controls, trade restrictions, internal control and disclosure control obligations, securities regulation and anti-competition.

Compliance with diverse and changing legal requirements is costly, time-consuming and requires significant resources.

We are also focused on expanding our business in certain identified growth areas, such as health information technology, energy and environment, which are highly regulated and may expose us to increased compliance risk.

Violations of one or more of these diverse legal requirements in the conduct of our business could result in significant fines and other damages, criminal sanctions against us or our officers, prohibitions on doing business and damage to our reputation.

Violations of these regulations or contractual obligations related to regulatory compliance in connection with the performance of customer contracts could also result in liability for significant monetary damages, fines and/or criminal prosecution, unfavorable publicity and other reputational damage, restrictions on our ability to compete for certain work and allegations by our customers that we have not performed our contractual obligations.

Global events and other general economic factors may impact our results of operations.

Global events and other

general economic factors that are beyond our control may impact our results of operations.

These factors can include interest rates;

unemployment trends;

the threat or possibility of war, terrorism or other global or national unrest;

or financial instability;

and other matters that influence our customers spending.

Increasing volatility in financial markets and

changes in the economic climate could adversely affect our results of operation.

While we have been able to realize growth in the

year ended December 31, 2024, as compared to the period from March 15, 2023 to December 31, 2023, the impact that these

global events will have on general economic conditions is continuously evolving and the ultimate impact that they will have on our

results of operations continues to remain uncertain.

There are no assurances that we will be able to continue to experience the same

growth or not be materially adversely affected.

Our businesses, results of operations and financial condition could be adversely affected by ongoing international conflicts and related disruptions in the global economy.

The global economy has been

negatively impacted by the military conflict between Russia and Ukraine, and the ongoing conflict between Israel and Hamas has

caused political, economic, and military instability in Israel and surrounding regions.

While we have no operations in Russia,

Ukraine, Israel, Palestine, or surrounding areas, our business may be indirectly adversely affected by this conflict and its

effects, including as a result of financial and economic sanctions imposed by governments in the U.S., United Kingdom and European

Union, among others, on certain industry sectors and parties in Russia.

We are unable to predict the impact of either the Israel-Hamas conflict or the Russia-Ukraine conflict on our business or the global economy.

The impact of further escalation of geopolitical tensions related to these conflicts, including increased trade barriers or restrictions on global trade, is unknown and could result in, among other things, heightened cybersecurity threats, protracted or further increased inflation, lower consumer demand, fluctuations in interest and foreign exchange rates and increased volatility in financial markets, any of which could adversely affect our businesses, results of operations and financial condition.

Our international business exposes us to geo-political and economic factors, legal and regulatory requirements, public health and other risks associated with doing business in foreign countries.

We provide our products and services to customers worldwide.

These risks differ from and potentially may be greater than those associated with our domestic business.

Our international business is sensitive to changes in the priorities and budgets of international customers and geo-political uncertainties, which may be driven by changes in threat environments and potentially volatile worldwide economic conditions, various regional and local economic and political factors, risks and uncertainties, as well as U.S.

foreign policy.

Our international sales are also subject to local government laws, regulations and procurement policies and practices, which may differ from U.S.

Government regulations, including regulations relating to import-export control, investments, exchange controls and repatriation of earnings, as well as to varying currency, geo-political and economic risks.

Our international contracts may include industrial cooperation agreements requiring specific in-country purchases, manufacturing agreements or financial support obligations, known as offset obligations, and provide for penalties if we fail to meet such requirements.

Our international contracts may also be subject to termination at the customer’s convenience or for default based on performance and may be subject to funding risks.

We also are exposed to risks associated with using foreign representatives and consultants for international sales and operations and teaming with international subcontractors, partners and suppliers in connection with international programs.

As a result of these factors, we could experience award and funding delays on international programs and could incur losses on such programs, which could negatively affect our results of operations and financial condition.

We are also subject to a number of other risks including:

the absence in some jurisdictions of effective laws to protect our intellectual property rights;

multiple and possibly overlapping and conflicting tax laws;

restrictions on movement of cash;

the burdens of complying with a variety of national and local laws;

political instability;

currency fluctuations;

longer payment cycles;

restrictions on the import and export of certain technologies;

price controls or restrictions on exchange of foreign currencies;

trade barriers.

In addition, our international operations (or those of our business partners) could be subject to natural disasters such as earthquakes, tsunamis, flooding, typhoons, and volcanic eruptions that disrupt manufacturing or other operations.

There may be conflict or uncertainty in the countries in which we operate, including public health issues (for example, an outbreak of a contagious disease such as 2019-Novel Coronavirus (2019-nCoV), avian influenza, measles or Ebola), safety issues, natural disasters, fire, disruptions of service from utilities, nuclear power plant accidents or general economic or political factors.

With respect to political factors, the United Kingdom’s 2016 referendum, commonly referred to as “Brexit,” has created economic and political uncertainty in the European Union.

Also, the European Union’s General Data Protection Regulation imposes significant new requirements on how we collect, process and transfer personal data, as well as significant fines for non-compliance.

Any of the above risks, should they occur, could result in an increase in the cost of components, production delays, general business interruptions, delays from difficulties in obtaining export licenses for certain technology, tariffs and other barriers and restrictions, longer payment cycles, increased taxes, restrictions on the repatriation of funds and the burdens of complying with a variety of foreign laws, any of which could ultimately have a material adverse effect on our business.

Difficult conditions in the global capital markets and the economy generally may materially adversely affect our business and results of operations, and we do not expect these conditions to improve in the near future.

Our results of operations are materially affected by conditions in the global capital markets and the economy generally, both in the U.S.

and elsewhere around the world.

Weak economic conditions generally, sustained uncertainty about global economic conditions, or a prolonged or further tightening of credit markets could cause our customers and potential customers to postpone or reduce spending on technology products or services or put downward pressure on prices, which could have an adverse effect on our business, results of operations or cash flows.

Concerns over inflation, energy costs, geopolitical issues and the availability of credit in the U.S.

have contributed to increased volatility and diminished expectations for the economy and the markets going forward.

These factors, combined with volatile oil prices and wavering business and consumer confidence, have precipitated an economic slowdown and uncertain global outlook.

Domestic and international equity markets have been experiencing heightened volatility and turmoil.

These events and the continuing market upheavals may have an adverse effect on our business.

In the event of extreme prolonged market events, such as the global economic recovery, we could incur significant losses.

Changes in U.S.

administrative policy, including changes to existing trade agreements and any resulting changes in international relations, could adversely affect our financial performance and supply chain economics.

As a result of changes to U.S.

administrative policy, among other possible changes, there may be (i) changes to existing trade agreements;

(ii) greater restrictions on free trade generally;

and (iii) significant increases in tariffs on goods imported into the United States, particularly those manufactured in China.

China is currently a leading global source of hardware products, including the hardware products that we use.

In January 2020, the U.S.

and China entered into Phase One of the Economic and Trade Agreement Between the United States of America and the People’s Republic of China (the “Phase One Trade Agreement”).

The Phase One Trade Agreement takes steps to ease certain trade tensions between the U.S.

and China, including tensions involving intellectual property theft and forced intellectual property transfers by China.

Although the Phase One Trade Agreement is an encouraging sign of progress in the trade negotiations between the U.S.

and China, questions still remain as to the enforcement of its terms, the resolution of a number of other points of dispute between the parties, and the prevention of further tensions.

If the U.S.-China trade dispute re-escalates or relations between the United States and China deteriorate, these conditions could adversely affect our ability to source our hardware products and therefore our ability to manufacture our products.

Our ability to manufacture our products could also be affected by economic uncertainty in China or by our failure to establish a positive reputation and relationships in China.

The occurrence of any of these events could have an adverse effect on our ability to source the components necessary to manufacture our products, which, in turn, could cause our long-term business, financial condition and operating results to be materially adversely affected.

Domestic and foreign government regulation and enforcement of data practices and data tracking technologies is expansive, broadly defined and rapidly evolving.

Such regulation could directly restrict portions of our business or indirectly affect our business by constraining our customers’ use of our technology and services or limiting the growth of our markets.

Federal, state, municipal and/or foreign governments and agencies have adopted and could in the future adopt, modify, apply or enforce laws, policies, and regulations covering user privacy, data security, technologies that are used to collect, store and/or process data, and/or the collection, use, processing, transfer, storage and/or disclosure of data associated with individuals.

The categories of data regulated under these laws vary widely, are often broadly defined, and subject to new applications or interpretation by regulators.

The uncertainty and inconsistency among these laws, coupled with a lack of guidance as to how these laws will be applied to current and emerging indoor positioning analytics technologies, creates a risk that regulators, lawmakers or other third parties, such as potential plaintiffs, may assert claims, pursue investigations or audits, or engage in civil or criminal enforcement.

These actions could limit the market for our services and technologies or impose burdensome requirements on our services and/or customers’ use of our services, thereby rendering our business unprofitable.

Some features of our services may trigger the data protection requirements of certain foreign jurisdictions, such as the EU General Data Protection Regulation (the “GDPR”), and the EU ePrivacy Directive.

In addition, our services may be subject to regulation under current or future laws or regulations.

For instance, the EU ePrivacy Directive is soon to be replaced in its entirety by the ePrivacy Regulation, which will bring with it an updated set of rules relevant to many aspects of our business.

If our treatment of data, privacy practices or data security measures fail to comply with these current or future laws and regulations in any of the jurisdictions in which we collect and/or process information, we may be subject to litigation, regulatory investigations, civil or criminal enforcement, financial penalties, audits or other liabilities in such jurisdictions, or our customers may terminate their relationships with us.

In addition, data protection laws, such as the GDPR, foreign court judgments or regulatory actions could affect our ability to transfer, process and/or receive transnational data that is critical to our operations, including data relating to users, customers, or partners outside the United States.

For instance, the GDPR restricts transfers of personal data outside of the European Economic Area, including to the United States, subject to certain requirements.

Such data protection laws, judgments or actions could affect the manner in which we provide our services or adversely affect our financial results if foreign customers and partners are not able to lawfully transfer data to us.

This area of the law is currently under intense government scrutiny and many governments, including the U.S.

government, are considering a variety of proposed regulations that would restrict or impact the conditions under which data obtained from individuals could be collected, processed, stored, transferred, sold or shared with third parties.

In addition, regulators such as the Federal Trade Commission and the California Attorney General are continually proposing new regulations and interpreting and applying existing regulations in new ways.

For example, in June 2018, California passed the California Consumer Privacy Act (the “CCPA”), which provides new data privacy rights for consumers and new informational, disclosure and operational requirements for companies, effective January 2020.

Fines for noncompliance may be up to $7,500 per violation.

The burdens imposed by the GDPR and CCPA, and changes to existing laws or new laws regulating the solicitation, collection, processing, or sharing of personal and consumer information, and consumer protection could affect our customers’ utilization of our services and technology and could potentially reduce demand or impose restrictions that make it more difficult or expensive for us to provide our services.

In addition, ongoing legal challenges in Europe to the mechanisms allowing companies to transfer personal data from the European Economic Area to the United States could result in further limitations on the ability to transfer data across borders, particularly if governments are unable or unwilling to reach new or maintain existing agreements that support cross-border data transfers, such as the EU-U.S.

and Swiss-U.S.

Privacy Shield frameworks and the European Commission’s Model Contractual Clauses, each of which are currently under particular scrutiny.

Additionally, certain countries have passed or are considering passing laws requiring local data residency.

The costs of compliance with, and other burdens imposed by, privacy laws, regulations and standards may limit the use and adoption of our services, reduce overall demand for our services, make it more difficult to meet expectations from or commitments to customers, lead to significant fines, penalties or liabilities for noncompliance, impact our reputation, or slow the pace at which we close sales transactions, any of which could harm our business.

Furthermore, the uncertain and shifting regulatory environment and trust climate may cause concerns regarding data privacy and may cause our customers or our customers’ customers to resist providing the data necessary to allow our customers to use our services effectively.

Even the perception that the privacy of personal information is not satisfactorily protected or does not meet regulatory requirements could inhibit sales of our products or services and could limit adoption of our cloud-based solutions.

If our customers fail to abide by applicable privacy laws or to provide adequate notice and/or obtain any required consent from end users, we could be subject to litigation or enforcement action or reduced demand for our services.

Our customers utilize our services and technologies to track connected devices anonymously and we must rely on our customers to implement and administer notice and choice mechanisms required under applicable laws.

If we or our customers fail to abide by these laws, it could result in litigation or regulatory or enforcement action against our customers or against us directly.

Any actual or perceived failure to comply with our privacy policy or legal or regulatory requirements in one or multiple jurisdictions could result in proceedings, actions or penalties against us.

Any failure or perceived failure to comply with federal, state or foreign laws or regulations, industry standards, contractual obligations or other legal obligations, or any actual or suspected security incident, whether or not resulting in unauthorized access to, or acquisition, release or transfer of personal data or other data, may result in governmental enforcement actions and prosecutions, private litigation, fines and penalties or adverse publicity and could cause our customers to lose trust in us, which could have an adverse effect on our reputation and business.

Any inability to adequately address privacy and security concerns, even if unfounded, or comply with applicable laws, regulations, policies, industry standards, contractual obligations or other legal obligations could result in additional cost and liability to us, damage our reputation, inhibit sales and adversely affect our business.

Changes in U.S.

and foreign government administrative policy, including the imposition of or increases in tariffs and changes to existing trade agreements could have a material adverse effect on us.

As a result of changes to U.S.

and foreign government administrative policy, there may be changes to existing trade agreements, greater restrictions on free trade generally, the imposition of or significant increases in tariffs on goods imported into the U.S., including tariffs on products manufactured in China, Canada, or Mexico, and adverse responses by foreign governments to U.S.

trade policies, among other possible changes.

administration has announced it intends to implement or increase tariffs, and it remains unclear what the U.S.

administration or foreign governments will or will not do with respect to tariffs or trade agreements and policies.

A trade war, other governmental action related to tariffs or trade agreements, changes in U.S.

social, political, regulatory and economic conditions or in laws and policies governing foreign trade, manufacturing, development and investment in the territories and countries where we currently develop and sell products, and any resulting negative sentiments towards the U.S.

as a result of such changes, could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Evolving and changing definitions of what constitutes “Personal Information” and “Personal Data” within the EU, the United States and elsewhere, may limit or inhibit our ability to operate or expand our business, including limiting technology alliance partners that may involve the sharing of data.

If we are perceived to cause, or are otherwise unfavorably associated with, violations of privacy or data security requirements, it may subject us or our customers to public criticism, financial penalties and potential legal liability.

Existing and potential privacy laws and regulations concerning privacy and data security and increasing sensitivity of consumers to unauthorized processing of personal data may create negative public reactions to technologies, products and services such as ours.

Public concerns regarding personal data processing, privacy and security may cause some of our customers’ end users to be less likely to visit their venues or otherwise interact with them.

If enough end users choose not to visit our customers’ venues or otherwise interact with them, our customers could stop using our platform.

This, in turn, may reduce the value of our service, and slow or eliminate the growth of our business, or cause our business to contract.

Around the world, there are numerous lawsuits in process against various technology companies that process personal information and personal data.

If those lawsuits are successful, it could increase the likelihood that our company may be exposed to liability for our own policies and practices concerning the processing of personal data and could hurt our business.

Furthermore, the costs of compliance with, and other burdens imposed by laws, regulations and policies concerning privacy and data security that are applicable to the businesses of our customers may limit the use and adoption of our technologies and reduce overall demand for it.

Privacy concerns, whether or not valid, may inhibit market adoption of our technologies.

Additionally, concerns about security or privacy may result in the adoption of new legislation that restricts the implementation of technologies like ours or require us to make modifications to our existing services and technology, which could significantly limit the adoption and deployment of our technologies or result in significant expense.

Our cash and cash equivalents may be exposed to failure of our banking institutions.

While we seek to minimize

our exposure to third-party losses of our cash and cash equivalents, we hold our balances in a number of large financial

institutions.

Notwithstanding this, those institutions are subject to the risk of failure.

For example, on March 10, 2023,

Silicon Valley Bank (“SVB”) was unable to continue their operations, and the Federal Deposit Insurance Corporation was

appointed as receiver for SVB and created the National Bank of Santa Clara to hold the deposits of SVB after SVB was unable to

continue their operations.

As of March 20, 2023, substantially all of our cash and cash equivalents are held with other large

financial institutions, and we do not expect further developments with SVB to have a material impact on our cash and cash

equivalents balance, expected results of operations, or financial performance for the foreseeable future.

However, if further

failures in financial institutions occur where we hold deposits, we could experience additional risk.

Any such loss or limitation on

our cash and cash equivalents would adversely affect our business.

Unresolved Staff Comments.

As a smaller reporting company, we are not required to provide this information.

Cybersecurity Disclosures

Risk Management and Strategy

CXApp’s information security program is implemented based on ISO 27001 and SOC 2 frameworks.

Risk Management Program

As part of the information security program, CXApp has a risk management program that engages in the process of identifying, evaluating, and treating risks around the organization’s information.

It addresses uncertainties around information assets to ensure the desired business outcomes are achieved.

CXApp performs annual Risk Assessments (RAs) to determine security risks in corporate operations, products, and services, and initiates appropriate remediation.

CXApp’s information security program is aligned with business objectives that establish rules governing how to identify risks, assign risk ownership, how the risks impact the confidentiality, integrity and availability of the information and the method of treatment for identified risks.

A formal risk assessment methodology is approved by management.

The risk management framework includes guidelines for identifying and estimating the cost of protective measures to eliminate or reduce the security risks to an acceptable level.

All operations, products, services, information assets and information systems that are owned and operated by CXApp are assessed for risks that result from threats to the integrity, availability, and confidentiality of CXApp’s data.

The risk management program focuses on the following five types of activities:

Identification of Strategic Objectives:

The alignment of strategic objectives and risk management to avoid siloed risk management approach.

This is the key step in performing risk assessments.

Identification of Risks:

A continuous effort to identify which risks are likely to affect the CXApp’s strategic objectives and consequently security functions and business continuity of CXApp and documenting their characteristics.

Analysis of Risks:

An estimation of the probability (likelihood), impact, and prioritization of risks relative to each other.

Mitigation Planning:

Decisions and actions that will reduce the impact of risks as well as limit the probability of their occurrence or improve the response to a risk occurrence.

Tracking and Controlling Risks:

Collection and reporting of status information about risks and their mitigation plans, response to changes in risks over time, and management oversight of corrective measures taken in accordance with the mitigation plan.

As part of the risk management program, responsibility is assigned to Information Technology (IT) Department, systems owners, department managers, and executive management.

Management’s Role in Managing Risks

The IT Department is responsible for conducting a risk assessment as well as prioritizing, implementing, and maintaining the appropriate risk-reduction measures defined in the risk assessment process.

Risk owners are the individuals who are ultimately accountable for ensuring the risk is managed appropriately.

There may be multiple personnel who have direct responsibility for or oversee activities to manage each identified risk and collaborate with the accountable risk owner in his/her risk management efforts.

Responsibilities for the continued development, implementation, and maintenance of the risk management program are also assigned internally to IT.

Executive Management is responsible for the sponsorship and support of the risk management plan and processes, participating in the risk management meetings, and reviewing and approving risk assessments and risk mitigation plans.

For the fiscal year ended December 31, 2024, we are not aware of any cybersecurity incidents that have materially affected or are reasonably likely to materially affect the Company, including our business strategy, results of operations, or financial condition.

For further discussion of the risks associated with cybersecurity incidents, see the Item 1A.

Risk Factors - Risks Relating to Cybersecurity Threats section in this Annual Report.

The Company’s Senior Director DevOps and IT is responsible for leading the assessment and management of cybersecurity risks.

The current Senior Director DevOps and IT has significant years of experience in information security.

The Senior Director DevOps and IT reports to the board of directors, the Audit Committee and management on cybersecurity threats on a regular basis.

Board of Directors Oversight

The Board of Directors plays an active role by meeting periodically to review the status of the organization’s information security program and roadmap for new cybersecurity risk management initiatives.

The board oversees cybersecurity risk management by evaluating whether management has current cybersecurity policies and procedures, regularly assesses, and monitors cybersecurity risks and receives regular reports on the organization’s cybersecurity posture.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business