CXApp Inc S-1/A, filed Oct 14, 2020

CXApp Inc. (CXAI)

S-1/A 2020-10-14

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	Delaware			6770			85-2104918
	(State or other jurisdiction of incorporation or organization)			(Primary Standard Industrial Classification Code Number)			(I.R.S. Employer Identification Number)

	Large accelerated filer ☐			Accelerated filer ☐
	Non-accelerated filer ☒			Smaller reporting company ☒
				Emerging growth company ☒

Title of each Class of Security being registered	Amount being Registered	Proposed Maximum Offering Price Per Security(1)			Proposed Maximum Aggregate Offering Price(1)			Amount of Registration Fee
Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-half of one redeemable warrant(2)	23,000,000 Units		$	10.00		$	230,000,000		$	29,854.00
Shares of Class A common stock included as part of the Units(3)	23,000,000 Shares			—			—			—(4)
Redeemable Warrants included as part of the Units(3)	11,500,000 Warrants			—			—			—(4)
Total						$	230,000,000		$	29,854.00(5)

	Per Unit			Total
Public offering price		$	10.00		$	200,000,000
Underwriting discounts and commissions(1)		$	0.55		$	11,000,000
Proceeds, before expenses, to KINS Technology Group Inc.		$	9.45		$	189,000,000

	Summary					1
	Risk Factors					44
	Cautionary Note Regarding Forward-Looking Statements					78
	Use of Proceeds					79
	Dividend Policy					84
	Dilution					85
	Capitalization					87
	Management’s Discussion and Analysis of Financial Condition and Results of Operations					88
	Proposed Business					95
	Management					123
	Principal Stockholders					134
	Certain Relationships and Related Party Transactions					137
	Description of Securities					141
	United States Federal Income Tax Considerations					159
	Underwriting					168
	Legal Matters					176
	Experts					176
	Where You Can Find Additional Information					176
	Index to Financial Statements					F-1

			July 27, 2020
Balance Sheet Data:
Working capital (deficiency)			$(27,000)
Total assets			$51,000
Total liabilities			$27,000
Stockholder’s equity			$24,000

	Without Over-Allotment Option			Over-Allotment Option Fully Exercised
Gross proceeds
Gross proceeds from units offered to public		$	200,000,000		$	230,000,000
Gross proceeds from private placement warrants offered in the private placement			6,000,000			6,600,000
Total gross proceeds		$	206,000,000		$	236,600,000
Estimated offering expenses(1)
Underwriting commissions (2% of gross proceeds from units offered to public, excluding deferred portion)(2)		$	4,000,000		$	4,600,000
Legal fees and expenses			300,000			300,000
Accounting fees and expenses			40,000			40,000
SEC Expenses			29,854			29,854
FINRA expenses			35,000			35,000
Travel and road show			20,000			20,000
Stock Exchange listing and filing fees			75,000			75,000
Director and Officer liability insurance premiums(3)			155,000			155,000
Printing and engraving expenses			30,000			30,000
Miscellaneous			65,146			65,146
Total estimated offering expenses (excluding underwriting commissions)		$	750,000		$	750,000
Proceeds after estimated offering expenses		$	201,250,000		$	231,250,000
Held in trust account		$	200,000,000		$	230,000,000
% of public offering size			100%			100%
Not held in trust account		$	1,250,000		$	1,250,000

	Amount			% of Total
Legal, accounting, due diligence, travel, and other expenses in connection with any business combination		$	360,000	28.8%
Legal and accounting fees related to regulatory reporting obligations			150,000	12.0%
Payment for office space, administrative and support services			480,000	38.4%
Consulting, travel and miscellaneous expenses incurred during search for a target business			75,000	6.0%
Working capital to cover miscellaneous expenses (including stock exchange continued listing fees and director and officer liability insurance premiums) and reserves			185,000	14.8%
Total		$	1,250,000	100.0%

	Without Over-allotment		With Over-allotment
Public offering price		$10.00		$10.00
Net tangible book deficit before this offering	(0.00)		(0.00)
Increase attributable to public stockholders	0.82		0.72
Pro forma net tangible book value after this offering and the sale of the private placement warrants		0.82		0.72
Dilution to public stockholders		$9.18		$9.28
Percentage of dilution to public stockholders		91.8%		92.8%

	Shares Purchased				Total Consideration					Average Price
	Number		Percentage		Amount			Percentage		Per Share
Initial stockholders(1)		5,000,000		20.0%		$	27,717		0.01%		$	0.005
Public Stockholders		20,000,000		80.0%			200,000,000		99.99%		$	10.00
		25,000,000		100.0%		$	200,027,717		100.00%

Numerator:	Without Over-allotment	With Over-allotment
Net tangible book deficit before this offering(1)	$ (24,283)	$ (24,283)
Net proceeds from this offering and sale of the private placement warrants	201,250,000	231,250,000
Plus: Offering costs paid in advance, excluded from tangible book value	51,000	51,000
Less: Deferred underwriting commissions	(7,000,000)	(8,050,000)
Less: Proceeds held in trust subject to redemption	(189,276,710)	(218,226,710)
	$ 5,000,007	$ 5,000,007
Denominator:
Common stock outstanding prior to this offering	5,750,000	5,750,000
Common stock forfeited if over-allotment is not exercised	(750,000)	—
Common stock included in the units offered	20,000,000	23,000,000
Less: Common stock subject to redemption	(18,927,671)	(21,822,671)
	6,072,329	6,927,329

	July 27, 2020
	Actual	As Adjusted(1)
Note payable—related party(2)	$—	$—
Deferred underwriting commissions	—	7,000,000
Class A common stock, $0.0001 par value, 200,000,000 shares authorized; -0- and 18,927,671 shares subject to possible redemption, actual and as adjusted, respectively	—	189,276,710
Preferred stock, $0.0001 par value; 2,000,000 shares authorized; none issued and outstanding, actual and as adjusted	—	—
Class A common stock, $0.0001 par value, 200,000,000 shares authorized; -0- and 1,072,329 shares issued and outstanding (excluding -0- and 18,927,671 shares subject to possible redemption), actual and as adjusted, respectively(3)	—	107
Class B common stock, $0.0001 par value, 20,000,000 shares authorized; actual and as adjusted; 5,750,000 and 5,000,000 shares issued and outstanding, actual and as adjusted, respectively(1)	575	500
Additional paid-in capital(5)	24,425	5,000,400
Accumulated deficit	(1,000)	(1,000)
Total stockholders’ equity	$24,000	$5,000,010
Total capitalization	$24,000	$ 201,276,717

Type of Transaction	Whether Stockholder Approval is Required
Purchase of assets		No
Purchase of stock of target not involving a merger with the company		No
Merger of target into a subsidiary of the company		No
Merger of the company with a target		Yes

				Redemptions in Connection with our Initial Business Combination			Other Permitted Purchases of Public Shares by our Affiliates			Redemptions if we fail to Complete an Initial Business Combination
	Calculation of redemption price			Redemptions at the time of our initial business combination may be made pursuant to a tender offer or in connection with a stockholder vote. The redemption price will be the same whether we conduct redemptions pursuant to a tender offer or in connection with a stockholder vote. In either case, our public stockholders may redeem their public shares for cash equal to the aggregate amount then on deposit in the trust account,			If we seek stockholder approval of our initial business combination, our founders, directors, officers, advisors or any of their respective affiliates may purchase shares in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. Such purchases will be restricted except to the extent such purchases are able to be made in compliance with Rule 10b-18, which is a			If we have not completed our initial business combination within 24 months from the closing of this offering or during any Extension Period, we will redeem all public shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account (which is initially anticipated to be $10.00 per public share), including interest (which interest shall be net of taxes payable, and less up to

	Terms of Our Offering	Terms Under a Rule 419 Offering
Escrow of offering proceeds	$200,000,000 of the net proceeds of this offering and the sale of the private placement warrants will be deposited into a U.S.-based trust account, with Continental Stock Transfer & Trust Company acting as trustee.	Approximately $170,100,000 of the offering proceeds would be deposited into either an escrow account with an insured depositary institution or in a separate bank account established by a broker-dealer in which the broker-dealer acts as trustee for persons having the beneficial interests in the account.
Investment of net proceeds	$200,000,000 of the net offering proceeds and the sale of the private placement warrants held in trust will be held as cash or invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations.	Proceeds could be invested only in specified securities such as a money market fund meeting conditions of the Investment Company Act or in securities that are direct obligations of, or obligations guaranteed as to principal or interest by, the United States.
Receipt of interest on escrowed funds	Interest on proceeds from the trust account to be paid to stockholders is reduced by (i) any taxes paid or payable; and (ii) in the event of our liquidation for failure to complete our initial business combination within the allotted time, up to $100,000 of net interest that may be released to us should we have no or insufficient working capital to fund the costs and expenses of our dissolution and liquidation.	Interest on funds in escrow account would be held for the sole benefit of investors, unless and only after the funds held in escrow were released to us in connection with our completion of a business combination.
Limitation on fair value or net assets of target business	Our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the income earned on the trust account) at the time of the agreement to enter into the initial business combination.	The fair value or net assets of a target business must represent at least 80% of the maximum offering proceeds.

Name	Age	Position
Khurram Sheikh	49	Chairman, Chief Executive Officer, Chief Financial Officer
Eric Zimits	60	Secretary and Chief Corporate Development Officer
Hassan Ahmed	62	Director
Di-Ann Eisnor	48	Director
Camillo Martino	58	Director
Atif Rafiq	47	Director
Allen Salmasi	66	Director

Individual	Entity	Entity’s Business	Affiliation
Khurram Sheikh	Aijaad	Strategic Advisory Firm	Founder & CEO
Eric Zimits	Netzyn, Inc.	Network Solutions	Strategic Advisor
Hassan Ahmed	Vesper Ciena Corp.	MEMS Telecommunications	Member of the Board Member of the Board
Di-Ann Eisnor	byCore	Construction Labor Market	Co-Founder & CEO
	Saia Inc.	Freight Shipping	Member of the Board
	Gray Area Foundation for the Arts	Nonprofit Organization	Member of the Board
	Obvious Ventures	Investment Firm	Venture Partner
Camillo Martino	MagnaChip Semiconductor Sensera Ltd. VVDN Technologies Pvt. Ltd. KeraCel Inc.	Semiconductors IoT Solutions Wireless Networking Multi-material 3D Printing	Chairman Member of the Board Member of the Board Member of the Board
Atif Rafiq	MGM Resorts International	Hospitality	President of Commercial and Growth
Allen Salmasi	Veea Inc. NLabs Inc. Ostendo, Inc OncoSynergy Inc Mimik Inc	Edge Computing Investment Firm Quantum Computing Oncology Hybrid Edge Applications	Founder & CEO Chairman & CEO Member of the Board Chairman Member of the Board

	Before Offering				After Offering
Name and Address of Beneficial Owner(1)	Number of Shares Beneficially Owned(2)		Approximate Percentage of Outstanding Common Stock		Number of Shares Beneficially Owned(2)		Approximate Percentage of Outstanding Common Stock(2)
KINS Capital LLC(3)		5,125,000		89.1%		4,375,000		17.5%
BlackRock, Inc.(4)		625,000		10.9%		625,000		2.5%
Khurram Sheikh(3)		5,125,000		89.1%		4,375,000		17.5%
Eric Zimits		—		—		—		—
Hassan Ahmed		—		—		—		—
Di-Ann Eisnor		—		—		—		—
Camillo Martino		—		—		—		—
Atif Rafiq		—		—		—		—
Allen Salmasi		—		—		—		—
All executive officers and directors as a group (7 individuals)		5,125,000		89.1%		4,375,000		17.5%

Redemption Date (period to expiration of warrants)	Fair Market Value of Class A Common Stock
Redemption Date (period to expiration of warrants)	≤$10.00		$11.00		$12.00		$13.00		$14.00		$15.00		$16.00		$17.00		≥$18.00
59		0.236		0.257		0.277		0.295		0.311		0.325		0.338		0.350		0.361
57		0.233		0.255		0.275		0.293		0.309		0.324		0.338		0.350		0.361
54		0.229		0.251		0.272		0.291		0.307		0.323		0.337		0.350		0.361
51		0.225		0.248		0.269		0.288		0.305		0.321		0.336		0.349		0.361
48		0.220		0.243		0.265		0.285		0.303		0.320		0.335		0.349		0.361
45		0.214		0.239		0.261		0.282		0.301		0.318		0.334		0.348		0.361
42		0.208		0.234		0.257		0.278		0.298		0.316		0.333		0.348		0.361
39		0.202		0.228		0.252		0.275		0.295		0.314		0.331		0.347		0.361
36		0.195		0.222		0.247		0.271		0.292		0.312		0.330		0.346		0.361
33		0.187		0.215		0.241		0.266		0.288		0.309		0.328		0.345		0.361
30		0.179		0.208		0.235		0.261		0.284		0.306		0.326		0.345		0.361
27		0.170		0.199		0.228		0.255		0.280		0.303		0.324		0.343		0.361
24		0.159		0.190		0.220		0.248		0.274		0.299		0.322		0.342		0.361

	Terms of Our Offering	Terms Under a Rule 419 Offering
Trading of securities issued	The units will begin trading on or promptly after the date of this prospectus. The Class A common stock and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus (or, if such date is not a business day, the following business day) unless the Representatives informs us of their decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. We will file the Current Report on Form 8-K promptly after the closing of this offering. If the underwriters’ over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, an additional or amended Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the underwriters’ over-allotment option.	No trading of the units or the underlying Class A common stock and warrants would be permitted until the completion of a business combination. During this period, the securities would be held in the escrow or trust account.
Exercise of the warrants	The warrants cannot be exercised until the later of 30 days after the completion of our initial business combination and 12 months from the closing of this offering.	The warrants could be exercised prior to the completion of a business combination, but securities received and cash paid in connection with the exercise would be deposited in the escrow or trust account.
Election to remain an investor	We will provide our public stockholders with the opportunity to redeem their public shares for cash equal to their pro rata share of the aggregate amount then on deposit in the trust account, calculated as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, upon the completion of our initial business combination, subject to the limitations described herein. We may not be required by applicable law or stock exchange listing requirements to hold a stockholder vote. If we are not required by	A prospectus containing information pertaining to the business combination required by the SEC would be sent to each investor. Each investor would be given the opportunity to notify the company in writing, within a period of no less than 20 business days and no more than 45 business days from the effective date of a post-effective amendment to the company’s registration statement, to decide if it elects to remain a stockholder of the company or require the return of its investment. If the company has not received the notification by the end of the 45th business day, funds and interest or dividends, if any, held in the trust or escrow account are

	Terms of Our Offering	Terms Under a Rule 419 Offering
	applicable law or stock exchange listing requirements and do not otherwise decide to hold a stockholder vote, we will, pursuant to our certificate of incorporation, conduct the redemptions pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC which will contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under the SEC’s proxy rules. If, however, we hold a stockholder vote, we will, like many blank check companies, offer to redeem shares in conjunction with a proxy solicitation pursuant to proxy rules and not pursuant to the tender offer rules. If we seek stockholder approval, we will complete our initial business combination only if a majority of the outstanding shares of common stock voted are voted in favor of the business combination. Additionally, each public stockholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction or do not vote at all. A quorum for such meeting will consist of the holders present in person or by proxy of shares of outstanding capital stock of the company representing a majority of the voting power of all outstanding shares of capital stock of the company entitled to vote at such meeting.	automatically returned to the stockholder. Unless a sufficient number of investors elect to remain investors, all funds on deposit in the escrow account must be returned to all of the investors and none of the securities are issued.
Business combination deadline	If we have not completed our initial business combination within 24-months from the closing of this offering or during any Extension Period, we will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account including interest earned on the	If an acquisition has not been completed within 18 months after the effective date of the company’s registration statement, funds held in the trust or escrow account are returned to investors.

	Terms of Our Offering	Terms Under a Rule 419 Offering
	funds held in the trust account and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.
Release of funds	Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our tax obligations, the proceeds from this offering and the sale of the private placement warrants held in the trust account held in the trust account will not be released from the trust account until the earliest to occur of: (i) the completion of our initial business combination, (ii) the redemption of any public shares properly submitted in connection with a stockholder vote to amend our certificate of incorporation (a) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (b) with respect to any other provisions relating to stockholders’ rights or pre-initial business combination activity and (iii) the redemption of 100% of our public shares if we have not completed a business combination within the allotted time frame (subject to the requirements	The proceeds held in the escrow account are not released until the earlier of the completion of a business combination or the failure to effect a business combination within the allotted time.

				Terms of Our Offering			Terms Under a Rule 419 Offering
				of applicable law). Stockholders who do not exercise their rights to the funds in connection with an amendment to our certificate of incorporation would still have rights to the funds in connection with a subsequent business combination. We will use these funds to pay amounts due to any public stockholders who exercise their redemption rights as described above under “Redemption rights for public stockholders upon completion of our initial business combination,” to pay the underwriters their deferred underwriting commissions, to pay all or a portion of the consideration payable to the target or owners of the target of our initial business combination and to pay other expenses associated with our initial business combination.

Underwriter	Number of Units
UBS Securities LLC
Stifel, Nicolaus & Company, Incorporated
JMP Securities LLC
Total		20,000,000

	Payable by KINS Technology Group Inc.
	No Exercise			Full Exercise
Per Unit(1)		$	0.55		$	0.55
Total(1)		$	11,000,000		$	12,650,000


					Page
Audited Financial Statements of KINS Technology Group Inc.:
Report of Independent Registered Public Accounting Firm					F-2
Balance Sheet as of July 27, 2020					F-3
Statement of Operations for the period from July 20, 2020 (inception) through July 27, 2020					F-4
Statement of Changes in Stockholder’s Equity for the period from July 20, 2020 (inception) through July 27, 2020					F-5
Statement of Cash Flows for the period from July 20, 2020 (inception) through July 27, 2020					F-6
Notes to Financial Statements					F-7

ASSETS
Deferred offering costs	$	51,000
Total Assets	$	51,000
LIABILITIES AND STOCKHOLDER’S EQUITY
Current Liabilities:
Accrued expenses	$	1,000
Accrued offering costs		26,000
Total Current Liabilities		27,000
Commitments and contingencies
Stockholder’s Equity:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding		—
Class A common stock, $0.0001 par value; 75,000,000 shares authorized; none issued and outstanding		—
Class B common stock, $0.0001 par value; 10,000,000 shares authorized; 5,750,000 shares issued and outstanding(1)		575
Additional paid-in capital		24,425
Accumulated deficit		(1,000)
Total Stockholder’s Equity		24,000
Total Liabilities and Stockholder’s Equity	$	51,000

Formation costs	$	1,000
Net loss	$	(1,000)
Weighted average shares outstanding, basic and diluted(1)		5,000,000
Basic and diluted net loss per common share	$	(0.00)

	Class B Common Stock					Additional Paid-in Capital			Accumulated Deficit			Total Stockholder’s Equity
	Shares		Amount			Additional Paid-in Capital			Accumulated Deficit			Total Stockholder’s Equity
Balance, July 20, 2020 (inception)		—		$	—		$	—		$	—		$	—
Issuance of Class B common stock to Sponsor(1)		5,750,000			575			24,425			—			25,000
Net loss		—			—			—			(1,000)			(1,000)
Balance, July 27, 2020		5,750,000		$	575		$	24,425		$	(1,000)		$	24,000

Cash flows from operating activities:
Net loss	$	(1,000)
Adjustment to reconcile net loss to net cash used in operating activities:
Changes in operating assets and liabilities:
Accrued expenses		1,000
Net cash used in operating activities		—
Net change in cash		—
Cash at beginning of period		—
Cash at end of period	$	—
Non-cash financing activities:
Deferred offering costs paid directly by Sponsor in exchange for the issuance of Class B common stock	$	25,000
Deferred offering costs included in accrued offering costs	$	26,000


SEC expenses	$	29,854
FlNRA expenses		35,000
Accounting fees and expenses		40,000
Printing and engraving expenses		30,000
Travel and road show expenses		20,000
Legal fees and expenses		300,000
Stock exchange listing and filing fees		75,000
Director & Officer liability insurance premiums(1)		155,000
Miscellaneous		65,146
Total	$	750,000

Exhibit No.		Description
	1.1*	Form of Underwriting Agreement.
	3.1**	Certificate of Incorporation.
	3.2**	Form of Amended and Restated Certificate of Incorporation.
	3.3**	Bylaws.
	4.1**	Specimen Unit Certificate.
	4.2**	Specimen Common Stock Certificate.
	4.3**	Specimen Warrant Certificate.
	4.4**	Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.
	5.1**	Opinion of Skadden, Arps, Slate, Meagher & Flom LLP.
	10.1**	Form of Letter Agreement from each of the Registrant's sponsor, officers and directors.
	10.2**	Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant.
	10.3**	Promissory Note.
	10.4**	Form of Registration Rights Agreement.
	10.5**	Securities Subscription Agreement.
	10.6**	Form of Warrant Purchase Agreement.
	10.7**	Form of Indemnification Agreement.
	10.8**	Form of Administrative Services Agreement.
	10.9*	Form of Subscription Agreement by and among the Registrant and direct anchor investors.
14**		Form of Code of Ethics.
	23.1*	Consent of WithumSmith+Brown, PC.
	23.2**	Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.1).
24**		Power of Attorney (included on signature page to the initial filing of this Registration Statement).

				KINS TECHNOLOGY GROUP INC.
				BY:			/s/ Khurram P. Sheikh Name: Khurram P. Sheikh
							Title: Chief Executive Officer

Name	Position	Date
/s/ Khurram P. Sheikh Khurram P. Sheikh	Chairman, Chief Executive Officer and Chief Financial Officer (Principal Executive, Financial and Accounting Officer)	October 14, 2020
* Eric Zimits	Chief Corporate Development Officer and Secretary	October 14, 2020
* Hassan Ahmed	Director	October 14, 2020
* Di-Ann Eisnor	Director	October 14, 2020
* Camillo Martino	Director	October 14, 2020
* Atif Rafiq	Director	October 14, 2020
* Allen Salmasi	Director	October 14, 2020
*By: /s/ Khurram P. Sheikh Khurram P. Sheikh Attorney-in-Fact

	Very truly yours,

	KINS Technology Group Inc.

	By:
		Name:
		Title:

	The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written.

	UBS Securities LLC

	By:
		Name:
		Title:


	By:
		Name:
		Title:

	The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written.

	Stifel, Nicolaus & Company,
	Incorporated


	By:
		Name:
		Title:


	By:
		Name:
		Title:

Underwriters		Number of Underwritten Securities to be Purchased
UBS Securities LLC		[˜]
Stifel, Nicolaus & Company, Incorporated		[˜]
JMP Securities LLC		[˜]
Total		20,000,000

	COMPANY:

	KINS TECHNOLOGY GROUP, INC.


	By:
	Name: Khurram P. Sheikh
	Title: Chief Executive Officer

	SPONSOR: KINS CAPITAL LLC


	By:
	Name: Khurram P. Sheikh
	Title: Managing Member