PALO ALTO, Calif., Sept. 26, 2022 (GLOBE NEWSWIRE) — KINS Technology Group Inc (NASDAQ: KINZ) (“KINS”), a special purpose acquisition corporation sponsored by KINS Capital LLC, announced the execution of an agreement and plan of merger the (“Merger Agreement”) pursuant to which it will acquire a leading-edge workplace experience application business from Inpixon (NASDAQ: INPX). The transaction will be structured as a business combination with Inpixon’s wholly owned subsidiary, CXApp Holdings Corp (“CXApp”) and is anticipated to result in Inpixon shareholders receiving shares of KINS capital stock valued at approximately $69 million (the “Business Combination”). The transaction has been approved by each of the Board of Directors of KINS, CXApp and Inpixon and is expected to be consummated in the fourth quarter of 2022, subject to regulatory and stockholder approval by the stockholders of KINZ and the satisfaction of certain other customary closing conditions.
The CXApp platform offers a suite of workplace experience solutions including an enterprise workplace application, events platform, indoor mapping and augmented reality technologies, targeting the emerging hybrid workplace market to provide enhanced experiences across people, places, and things.
Upon the closing of the Business Combination, the combined company is expected to operate under the name CXApp Inc. and remain a NASDAQ-listed public company trading under a new ticker symbol.
Mr. Khurram Sheikh, Chairman and Chief Executive Officer of KINS, said, “CXApp is a “category-maker” company that has developed the most engaging application for the hybrid workplace market, and we look forward to consummating this transaction. We believe that with its unique value proposition and technology leadership CXApp is well-positioned for substantial growth. We view the transaction valuation as highly attractive to investors. We believe that through our merger, coupled with the KINS team’s background in successfully building businesses, it has the potential to create significant value for stockholders over time.”
The description of the Business Combination contained herein is only a summary and is qualified in its entirety by reference to the Merger Agreement relating to the transaction. For additional information, see KINS’s Current Report on Form 8-K, which will be filed promptly and can be obtained at the website of the U.S. Securities and Exchange Commission (“SEC”) at www.sec.gov.
Advisors
Skadden, Arps, Slate, Meagher and Flom LLP is serving as legal advisor to KINS and Mitchell Silberberg and Knupp LLP is acting as legal advisor to CXApp.
About CXApp Holding Inc
CXApp is a wholly owned subsidiary of Inpixon® (Nasdaq: INPX), the innovator of Indoor Intelligence®, delivering actionable insights for people, places and things. Combining the power of mapping, positioning and analytics, Inpixon helps to create smarter, safer, and more secure environments. The company’s Indoor Intelligence and mobile app solutions are leveraged by a multitude of industries to optimize operations, increase productivity, and enhance safety. Inpixon customers can take advantage of industry leading location awareness, RTLS, workplace and hybrid event solutions, analytics, sensor fusion, IIoT and the IoT to create exceptional experiences and to do good with indoor data.
About KINS Technology Group
KINS Technology Group Inc is a blank check company formed as a Delaware corporation for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses. KINS Technology Group is focused on identifying and acquiring transformative technology businesses that are shaping the digital future and creating a new paradigm of communications and computing.
The five pillars of this new paradigm are next generation connectivity, open software, edge-cloud computing, predictive data analytics (AI), and immersive media technologies. We believe the world is at an inflection point and these technologies are accelerating digital transformation across all vertical market segments including IT, industrial, transportation, smart infrastructure, healthcare, education, agriculture, and entertainment.
Forward Looking Statements
This press release includes forward-looking statements that involve risks and uncertainties. Forward-looking statements are statements that are not historical facts and may be accompanied by words that convey projected future events or outcomes, such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “design,” “intend,” “expect,” “could,” “plan,” “potential,” “predict,” “seek,” “target,” “aim,” “plan,” “project,” “forecast,” “should,” “would,” or variations of such words or by expressions of similar meaning. Such forward-looking statements, including statements regarding anticipated financial and operational results, projections of market opportunity and expectations, the estimated post-transaction enterprise value, the advantages and expected growth of the combined company, the cash position of the combined company following closing, the ability of CXApp and KINS to consummate the proposed Business Combination Agreement and the timing of such consummation, are subject to risks and uncertainties, which could cause actual results to differ from the forward-looking statements. Important factors that could cause the combined company’s actual results or outcomes to differ materially from those discussed in the forward-looking statements include: CXApp’s limited operating history; CXApp’s ability to manage growth; CXApp’s ability to execute its business plan; CXApp’s estimates of the size of the markets for its business; CXApp’s ability to identify and integrate acquisitions; general economic and market conditions impacting demand for CXApp’s products and services; the inability to complete the proposed transactions; the inability to recognize the anticipated benefits of the proposed transactions, which may be affected by, among other things, the amount of cash available following any redemptions of Class A common stock of KINS by its public stockholders; the ability to meet Nasdaq’s listing standards following the consummation of the proposed transactions; costs related to the proposed transactions; and such other risks and uncertainties as are discussed in the proxy statement to be filed relating to the Business Combination Agreement. Other factors include the possibility that the proposed business combination does not close, including due to the failure to receive required security holder approvals, or the failure of other closing conditions.
Each of CXApp and KINS expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in CXApp’s or KINS’s expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based, except as required by law.
No Offer or Solicitation
This press release shall not constitute a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Proposed Business Combination. This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended.
Additional Information and Where to Find It
In connection with the Transactions described herein, KINS intends to file relevant materials with the SEC, including a registration statement on Form S-4, which will include a proxy statement/prospectus. The proxy statement/prospectus will be sent to all KINS stockholders. KINS will also file other documents regarding the proposed transactions with the SEC. Before making any voting or investment decision, investors and security holders of KINS are urged to read the registration statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC in connection with the proposed transactions as they become available because they will contain important information about the proposed transactions.
Investors and security holders will be able to obtain free copies of the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC by KINS through the website maintained by the SEC at www.sec.gov. In addition, the documents filed by KINS may be obtained free of charge from KINS’s website at www.kins-tech.com or by written request to KINS at KINS Technology Group Inc., Four Palo Alto Square, Suite 200, 3000 El Camino Real, Palo Alto, CA 94306.
Participants in the Solicitation
KINS and CXApp and their respective directors and executive officers, under SEC rules, may be deemed to be participants in the solicitation of proxies of KINS’ shareholders in connection with the business combination. Investors and security holders may obtain more detailed information regarding the names and interests in the business combination of KINS’ directors and officers in KINS’ filings with the SEC, including KINS’ Annual Report on Form 10-K for the fiscal year ended December 31, 2021 filed with the SEC on March 30, 2022. To the extent that holdings of KINS’s securities have changed from the amounts reported in KINS’s Annual Report on Form 10-K, such changes have been or will be reflected on Statements of Changes in Beneficial Ownership on Form 4 filed with the SEC. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to KINS’s shareholders in connection with the business combination will be set forth in the proxy statement/prospectus filed as part of the Registration Statement on Form S-4 for the business combination, which is expected to be filed by KINS with the SEC. You may obtain free copies of these documents as described in the preceding paragraph.
For investor and media inquiries, please contact:
KINS Technology Group Inc
3000 El Camino Real
Four Palo Alto Square, Suite 200
Attn: Khurram P. Sheikh
khurram@kins-tech.com
NEW YORK, Sept. 27, 2021 /PRNewswire/ — Berenson Acquisition Corp. I (the “Company”) today announced the pricing of its initial public offering of 25,000,000 units at a price of $10.00 per unit. The units are expected to be listed on the New York Stock Exchange and trade under the ticker symbol “BACA.U” beginning tomorrow. Each unit consists of one share of the Company’s Class A common stock and one-half of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one share of Class A common stock at a price of $11.50 per share. Once the securities comprising the units begin separate trading, the Company expects that its Class A common stock and warrants will be listed on the New York Stock Exchange under the symbols “BACA” and “BACA WS”, respectively.
The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses. The Company’s efforts to identify a prospective target business will not be limited to a particular industry or geographic location, although it intends to focus on businesses operating in the software and technology-enabled services industry with a total enterprise value in excess of $1 billion. Navigation Capital Partners, Inc. is a member of the Company’s sponsor group.
BofA Securities and Wells Fargo Securities, LLC are acting as joint bookrunners. The Company has granted the underwriters a 45-day option to purchase up to 3,750,000 additional units at the initial public offering price to cover over-allotments, if any.
The public offering is being made only by means of a prospectus. When available, copies of the prospectus relating to the offering may be obtained from BofA Securities, NC1-004-03-43, 200 North College Street, 3rd floor, Charlotte, North Carolina 28255-0001, Attention: Prospectus Department, or e-mail dg.prospectus_requests@bofa.com and Wells Fargo Securities, Attention: Equity Syndicate Department, 500 West 33rd Street, New York, New York 10001, at (800) 326-5897 or emailing a request to cmclientsupport@wellsfargo.com.
A registration statement relating to the securities became effective on September 27, 2021. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
The offering is expected to close on September 30, 2021, subject to customary closing conditions.
Forward-Looking Statements
This press release contains statements that constitute “forward-looking statements,” including with respect to the proposed initial public offering and the anticipated use of the net proceeds thereof. No assurance can be given that the offering discussed above will be completed on the terms described, or at all, or that the net proceeds of the offering will be used as indicated. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and preliminary prospectus for the Company’s offering filed with the U.S. Securities and Exchange Commission (the “SEC”). Copies of these documents are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
About Berenson Acquisition Corp. I
Berenson Acquisition Corp. I is a special purpose acquisition company (SPAC) focused on the software and technology-enabled services industry, The Company intends to effect a merger, capital stock exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination with one or more businesses in the software or technology-enabled services sectors with a total enterprise value of in excess of $1 billion. For more information, visit http://www.berensonacquisitioncorp.com/.
Contact:
Berenson Acquisition Corp. I
Josh Woodbridge
ir@berensonacquisitioncorp.com
http://www.berensonacquisitioncorp.com/
Media Contact:
Prosek Partners
Forrest Gitlin
FGitlin@prosek.com
SOURCE Berenson Acquisition Corp. I
letter to investors
At Navigation Capital, we often quip that we were the crazy people screaming about SPACs for years before they captured the national zeitgeist, so you may be wondering what we think about what has occurred in the SPAC market over the last year. Truth be told, even we could not have predicted the level of noise around SPACs that would reverberate in business journalism and across the markets for the past several months.
For most of the past year, we have been heads-down, building our team, partnering with first-class operators, and sourcing a pipeline of high-quality deals to launch into the public markets. Now, with 8 funded SPACs in our public portfolio, a mature pipeline of 14 additional in 2021, and a full-time team of 15, we think it’s time you hear from us directly. Many of you have heard our perspective on the market one-on-one, and we thank you for indulging our SPAC talks.
We hope this overview provides some clarity on the current SPAC market and sparks some positive SPAC conversations for you.
As SPAC activity took off in 2020, numerous sponsors rushed into the SPAC game, with many pushing listings without the in-house expertise to drive the SPAC process effectively and without strong management teams working with sound investment theses.
Although created in 1992, SPACs garnered newfound attention in the spring of 2020 as investors realized the potential for outsized returns and substantial downside protection inherent to the SPAC product amid market challenges brought on by the COVID-19 pandemic. This massive uptick in SPAC issuance throughout the year and into 2021 was a significant aberration for the product. Prior to 2021, we saw most SPACs trade below the $10 net asset value (NAV), as IPO investors would maintain warrants and sell shares, as needed, to improve liquidity. As SPACs continued to capture headlines, we started to see all publicly-listed U.S. SPACs trading above NAV by the third week of January 2021, regardless of whether the SPAC had announced a deal or not.
As SPAC activity took off in 2020, numerous sponsors rushed into the SPAC game, with many pushing listings without the in-house expertise to drive the SPAC process effectively and without strong management teams working with sound investment theses. Some of the SPAC craze was fueled by non-operators with big check books, even though September 2020 McKinsey & Company research noted that operator-led SPACs tend to trade about 10 percent higher than their sector index and at a 40% premium to other SPACs. Many of these lower-quality SPACs are still seeking an acquisition target which means inexperienced and desperate sponsors will be incentivized to do deals that are overpriced, ill-prepared for the public markets…or both.
The April 2021 SEC announcement that SPACs treat warrants as liabilities rather than equity has substantially slowed the pace of SPAC issuances in the second quarter of 2021. We believe this latest SEC announcement is a healthy correction that will improve overall performance of SPACs and filter out poor sponsors just as other SEC guidance and rule changes have in the past. We believe that the SEC, in lockstep with other federal institutions, values the SPAC process and the liquidity that SPACs have brought to the public market and showed good judgement to cool the market down in the short term.
We created our SPAC Fund believing that SPACs are an efficient tool to put equity on company balance sheets and that backing first-class CEOs with meaningful operating experience is the best pathway to SPAC success. We are aligned with underwriters who have come to believe that the SPAC process has too often been misused as a substitute for VC fundraising and that the SPAC approach should be limited to acquisitions of companies that are ready to become public. This philosophy is consistent with Navigation Capital’s approach and is demonstrated throughout our portfolio and committed SPAC pipeline.
We expect SPACs to remain attractive for high-growth companies as an efficient pathway to the public markets, and that there will continue to be a place for SPAC transactions in the future. Even now, SPAC deals continue to get done, with Goldman Sachs-backed Big Sky Growth Partners pricing at $300 million in early May and Bill Gates-backed Ginkgo Bioworks announcing a $15 billion merger with Soaring Eagle Acquisition Corp in mid-May. Both SPACs are led by experienced operators: Big Sky by Mark Vadon (co-founder of both Zulily and Blue Nile and former board chairman of Chewy) and Soaring Eagle by serial SPAC sponsor and former MGM CEO Harry Sloan.
The evolution of the SPAC product and market over the last year does not fundamentally change our strategies or impact the potential economics in our portfolio. Like all SPAC sponsors, we are in the process of re-issuing financials for our portfolio to comply with the SEC guidelines, slightly delaying a few IPOs but otherwise not significantly impacting our portfolio companies. We are in consistent communication with our legal and accounting teams to understand the guidance better and will continue to evolve our perspective as we learn more.
Thank you for joining us on our SPAC Fund journey thus far. We look forward to providing you with additional updates on our activities and portfolio soon, so be sure to join our newsletter list below to stay up to date.
ATLANTA–(BUSINESS WIRE)– Navigation Capital Partners (Navigation), an Atlanta-based private equity firm, is pleased to announce that Kevin Keough has joined the firm as Managing Director of Operations. Keough will be responsible for the oversight of Navigation’s fast-growing portfolio of Special Purpose Acquisition Company (SPAC) investments.
Keough has more than 30 years of experience in private equity portfolio management, public company senior executive leadership, and partner-level leadership in a top-tier management consulting firm. He served as Managing Director and Global Head of Portfolio Management for Arcapita Investment Management, Inc. where he worked 12 years before joining Investcorp’s North American Private Equity Group in 2017 as Managing Director and Head of Post-Acquisition. In this 15-year period, Keough had responsibilities for several dozen portfolio companies.
“As a first-mover in SPAC investing, Navigation demonstrates both the depth of skill and experience needed to guide management teams throughout the SPAC process, from concept to thriving public company.”
Earlier in his career, Keough was a partner at McKinsey & Company, developing and managing senior-level relationships with clients in the energy sector and was recruited to join the management team at FirstEnergy, a public energy company. At FirstEnergy, he held a number of senior leadership positions, including President of the Ohio Edison Company.
“Kevin’s broad capabilities and know-how will be a valuable add for Navigation as we expand our SPAC Operations portfolio,” said Larry Mock, Navigation Co-Founder and Managing Partner. “His background of leadership across private equity and public company management is a perfect complement to Navigation’s private equity approach to SPAC investing.”
“I’m honored to contribute to a team of this caliber,” said Keough. “As a first-mover in SPAC investing, Navigation demonstrates both the depth of skill and experience needed to guide management teams throughout the SPAC process, from concept to thriving public company.”
Keough holds an MBA from Stanford Graduate School of Business and began his career as an engineer officer in the US Army, after graduating from the United States Military Academy at West Point.
About Navigation Capital Partners
Navigation Capital Partners (NCP) is an Atlanta-based private equity firm focused exclusively on investing in a diverse portfolio of Special Purpose Acquisition Companies (SPACs). The principals of NCP formerly founded and managed Mellon Ventures, the private equity investment partnership of Mellon Financial Corporation. With the backing of Goldman Sachs Private Equity Opportunities Fund LP, NCP acquired the private equity portfolio of Mellon Ventures in December 2006. In 2019, NCP launched its SPAC Operations Group which builds on the NCP legacy of transforming relatively small, high-growth companies into medium-sized ones and selling them to larger private equity firms to take them to the next level. In the 15 years since its inception, NCP has invested $399 million in 51 portfolio companies, including nine SPACs. For more information, visit www.navigationcapital.com.
ATLANTA, Jan. 26, 2021 /PRNewswire/ — D and Z Media Acquisition Corp. (the “Company”), today announced the pricing of its initial public offering of 25,000,000 units at a price of $10.00 per unit. The units are expected to be listed on the New York Stock Exchange and trade under the ticker symbol “DNZ.U” beginning today. Each unit consists of one share of the Company’s Class A common stock and one-third of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one share of Class A common stock at a price of $11.50 per share. Once the securities comprising the units begin separate trading, the Company expects that its Class A common stock and warrants will be listed on the New York Stock Exchange under the symbols ”DNZ” and ”DNZ WS,” respectively.
The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses. The Company’s efforts to identify a prospective target business will not be limited to a particular industry or geographic region, although it intends to focus on businesses related to media, education technology, or ed-tech, and other related industries. Intercontinental Exchange (NYSE: ICE) and Navigation Capital Partners, Inc. are members of the Company’s sponsor.
Goldman Sachs & Co. LLC is acting as book running manager and Loop Capital Markets LLC is acting as co-manager. The Company has granted the underwriters a 45-day option to purchase up to 3,750,000 additional units at the initial public offering price to cover over-allotments, if any.
The public offering is being made only by means of a prospectus. When available, copies of the prospectus relating to the offering may be obtained from Goldman Sachs & Co. LLC, 200 West Street, New York, NY 10282, Attn: Prospectus Department, by telephone at 866-471-2526 or by emailing prospectus-ny@ny.email.gs.com; or Loop Capital Markets LLC, 111 W. Jackson Boulevard, Suite 1901, Chicago, IL 60604, Attn: Equity Capital Markets, by telephone at 312-913-4900 or by emailing LoopECM@loopcapital.com.
A registration statement relating to the securities became effective on January 25, 2021. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
The offering is expected to close on January 28, 2021, subject to customary closing conditions.
Forward-Looking Statements
This press release contains statements that constitute “forward-looking statements,” including with respect to the proposed initial public offering and the anticipated use of the net proceeds thereof. No assurance can be given that the offering discussed above will be completed on the terms described, or at all, or that the net proceeds of the offering will be used as indicated. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and preliminary prospectus for the Company’s offering filed with the U.S. Securities and Exchange Commission (the “SEC”). Copies of these documents are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
Contact:
Alex Jorgensen, Prosek Partners
ajorgensen@prosek.com
D and Z Media Acquisition Corp.
ir@dandzmedia.com
SOURCE D and Z Media Acquisition Corp.
New investments include D and Z Media Acquisition Corp., KINS Technology Group, and AVCtechnologies
ATLANTA–(BUSINESS WIRE)–Navigation Capital Partners (Navigation), an Atlanta-based private equity firm, today announced significant expansion of its SPAC Operations portfolio by funding three special purpose acquisition companies (SPACs). Navigation launched its SPAC Operations Group in 2019.
In December 2020, Navigation:
Leveraging the experience, network, and performance history of its principals, the focus of SPAC Operations is to identify and partner with successful CEOs who have proven track records to launch SPACs. Navigation also makes anchor investments in attractive SPAC IPOs and provides “backstops” against investor redemptions for SPACs who are completing their business combinations.
Additionally, Navigation has partnered with the New York Stock Exchange to accelerate and simplify the SPAC life cycle through a proprietary SPAC-in-a-BoxTM Operating System. The SPAC-in-a-BoxTM Operating System utilizes a concurrent SPAC vehicle and standard processes to protect the at-risk sponsor capital and shorten the time it takes to close a business combination.
The past year gave rise to the most active SPAC market in history with 248 SPACs announced—more than four times the number raised in 2019 and 55 percent of all 2020 IPOs, according to SPAC Analytics. “We’ve laser-focused our attention on SPACs as an investment vehicle as we see compelling opportunities ahead for this arena,” said Larry Mock, managing partner of Navigation. “It’s our vision that the future of SPACs will transform the IPO market, and we intend to lead the way.”
Navigation is accredited as a Diverse Asset Manager by the National Association of Investment Companies (NAIC), and the SPAC Operations team has grown from four part-time employees in April to twelve full-time team members today.
About Navigation Capital Partners
Navigation Capital Partners (NCP) is an Atlanta-based private equity firm focused exclusively on investing in a diverse portfolio of Special Purpose Acquisition Companies (“SPACs”). The principals of NCP formerly founded and managed Mellon Ventures, the private equity investment partnership of Mellon Financial Corporation. With the backing of Goldman Sachs Private Equity Opportunities Fund LP, NCP acquired the private equity portfolio of Mellon Ventures in December 2006. In 2019, NCP launched SPAC Operations Group which builds on the NCP legacy of transforming relatively small, high-growth companies into medium-sized ones and selling them to larger private equity firms to take them to the next level. In the 15 years since its inception, NCP has invested $330 million in 41 portfolio companies, generating attractive returns for its investors. NCP is minority-owned and a member of the National Association of Investment Companies. For more information, visit www.navigationcapital.com.
Copyright 2020, Navigation Capital Partners, Inc.