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  4. [8-K/A] CXApp Inc. Amends Material Event Report

CXApp (CXAI) drops plan for separate EngineRoom financials

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Form Type
8-K/A

Rhea-AI Filing Summary

CXApp Inc. (CXAI) filed an amendment updating its earlier disclosure on the acquisition of Virtus Digital Marketing Pty Ltd, doing business as Engine Room Applications (EngineRoom), by its subsidiary CXAI Australia Pty Ltd. CXAI Australia acquired 100% of EngineRoom’s equity, with the transaction closing on June 3, 2026.

After completing acquisition accounting and using updated valuation and financial information, CXApp determined the EngineRoom transaction does not meet the SEC’s quantitative significance thresholds under Item 2.01. As a result, CXApp will not provide separate historical financial statements or pro forma financial information for EngineRoom. Instead, EngineRoom’s post-acquisition results are included in CXApp’s unaudited condensed consolidated financial statements for the quarter ended June 30, 2026, within its Form 10-Q. The amendment states this significance conclusion does not affect the transaction terms, CXApp’s ownership of EngineRoom, or the strategic rationale and ongoing integration.

Positive

  • None.

Negative

  • None.
Item 2.01 Completion of Acquisition or Disposition of Assets Financial
The company completed a significant acquisition or sale of business assets.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Equity interest acquired 100% of issued and outstanding equity interests of EngineRoom Equity interests of Virtus Digital Marketing Pty Ltd dba Engine Room Applications acquired by CXAI Australia Pty Ltd
Transaction closing date June 3, 2026 Date on which the EngineRoom acquisition closed
Quarter of consolidated inclusion Quarter ended June 30, 2026 Period from which EngineRoom’s post-acquisition results are included in CXApp’s consolidated financial statements
Share Sale Deed financial
"CXAI Australia entered into a Share Sale Deed, dated as of June 3, 2026"
quantitative significance thresholds regulatory
"determined that the Transaction does not meet the applicable quantitative significance thresholds"
pro forma financial information financial
"separate historical financial statements of EngineRoom or pro forma financial information"
Pro forma financial information are adjusted financial numbers that show how a company’s results might look after a specific event or after removing one-time items, like a cleaned-up or “what if” version of its earnings. Investors use these figures to compare performance, judge future profitability, or evaluate the impact of mergers, restructurings or large transactions, but they require scrutiny because adjustments can make results look rosier than standard accounting statements.
Item 2.01 regulatory
"does not meet the applicable quantitative significance thresholds under Item 2.01"

FAQ

What transaction involving CXApp Inc. (CXAI) is discussed in this 8-K/A amendment?
CXApp Inc. reports on its subsidiary CXAI Australia Pty Ltd’s acquisition of 100% of Virtus Digital Marketing Pty Ltd, doing business as Engine Room Applications (EngineRoom). The transaction closed on June 3, 2026, and EngineRoom is now fully owned and being integrated into CXApp’s business.

Why did CXApp Inc. (CXAI) amend its earlier Form 8-K about the EngineRoom acquisition?
CXApp amended its earlier Form 8-K after completing acquisition accounting and updated valuation work, concluding the EngineRoom deal does not meet SEC quantitative significance thresholds. Therefore, it clarified that separate EngineRoom financial statements and pro forma financial information are not required under SEC rules.

Will CXApp Inc. (CXAI) provide separate financial statements for EngineRoom?
No. CXApp determined the EngineRoom acquisition does not meet the significance thresholds under Item 2.01, so separate historical financial statements for EngineRoom are not applicable. Instead, EngineRoom’s post-acquisition results are included within CXApp’s consolidated financial statements.

How are EngineRoom’s results reflected in CXApp Inc. (CXAI)’s financial reporting?
EngineRoom’s financial results from the acquisition date are included in CXApp’s unaudited condensed consolidated financial statements for the quarter ended June 30, 2026. Those results appear in CXApp’s Form 10-Q and were subject to its customary quarterly reporting and review procedures.

Does the new SEC significance determination change the terms of CXApp (CXAI)’s EngineRoom acquisition?
No. CXApp states the significance conclusion does not change the transaction terms, its ownership of EngineRoom, or the strategic rationale and ongoing integration. The change only affects the requirement to file separate EngineRoom financial statements or pro forma information.

What SEC reporting obligations does CXApp Inc. (CXAI) say no longer apply for the EngineRoom deal?
CXApp indicates it is not required to disclose, and will no longer provide, the EngineRoom financial statements or pro forma financial information that the prior 8-K said might be filed by amendment. This follows its conclusion that the deal is not significant under Item 2.01.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Understanding 8-K Material Events →
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

 

 

FORM 8-K/A

(AMENDMENT NO. 1)

 

 

 

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): August 19, 2026 (June 3, 2026)

 

 

 

CXApp Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-39642   85-2104918

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

   (I.R.S. Employer
Identification No.)

 

Four Palo Alto Square, Suite 200

3000 El Camino Real

Palo Alto, CA

   94306
(Address of principal executive offices)   (Zip Code)

 

(650) 785-7171

(Registrant’s telephone number, including area code)

 

Not Applicable

(Former name or former address, if changed since last report)

 

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, par value $0.0001 per share   CXAI   The Nasdaq Stock Market LLC
Warrants to purchase common stock   CXAIW   The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 

 

Explanatory Note

 

As previously reported by CXApp Inc. (“CXAI” or the “Company”) in a Current Report on Form 8-K filed with the Securities and Exchange Commission (the “Commission”) on June 3, 2026 (the “Prior 8-K”), the Company’s wholly owned subsidiary, CXAI Australia Pty Ltd (“CXAI Australia”), entered into a Share Sale Deed, dated as of June 3, 2026, with Virtus Digital Marketing Pty Ltd dba Engine Room Applications (“EngineRoom”), pursuant to which CXAI Australia acquired 100% of the issued and outstanding equity interests of EngineRoom (the “Transaction”). The Transaction closed on June 3, 2026.

 

Following completion of the Company’s acquisition accounting procedures and further review of the Transaction, including updated valuation and financial information, the Company determined that the Transaction does not meet the applicable quantitative significance thresholds requiring the filing of separate historical financial statements of EngineRoom or pro forma financial information relating to the Transaction.

 

EngineRoom’s financial results from the date of acquisition have been included in the Company’s unaudited condensed consolidated financial statements for the quarter ended June 30, 2026, filed with the Company’s Quarterly Report on Form 10-Q. Those consolidated financial statements were subject to the Company’s customary quarterly financial reporting and review procedures.

 

Accordingly, although separate historical financial statements of EngineRoom and separate pro forma financial information are not required to be filed under the applicable SEC rules, EngineRoom’s post-acquisition financial results are reflected in CXAI’s consolidated financial reporting.

 

The determination regarding the applicable SEC significance thresholds relates solely to the separate financial statement and pro forma filing requirements and does not change the terms of the Transaction, CXAI’s ownership of EngineRoom, or the strategic rationale for and ongoing integration of EngineRoom into the Company’s business.

 

Item 2.01Completion of Acquisition or Disposition of Assets.

 

Following completion of its analysis of the Transaction based on updated valuation and financial information, the Company determined that the Transaction does not meet the applicable quantitative significance thresholds under Item 2.01 of Form 8-K.

 

Accordingly, no additional disclosure is required under Item 2.01 with respect to the Transaction.

 

Item 9.01Financial Statements and Exhibits.

 

As referenced in Item 2.01 above, the Company has determined that the Transaction does not involve a significant amount of assets for purposes of Item 2.01 of Form 8-K. Accordingly, the Company is not required to disclose, and will no longer provide, the financial statements or pro forma financial information that the Prior 8-K indicated would be filed by amendment, if applicable, within the time period permitted by applicable SEC rules.

 

(a) Financial statements of businesses acquired. Not applicable.

 

(b) Pro forma financial information. Not applicable.

 

(c) Exhibits. The exhibit index to the Prior 8-K is unchanged. No additional exhibits are filed with this Amendment.

 

1

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  CXApp Inc.
   
Date: August 19, 2026 By: /s/ Khurram P. Sheikh
  Name: Khurram P. Sheikh
  Title: Chairman and Chief Executive Officer

 

2

Source: View Original Filing on SEC EDGAR

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