CXApp (NASDAQ: CXAI) buys EngineRoom to triple annualized revenue
Rhea-AI Filing Summary
CXApp Inc. has acquired 100% of Australia-based EngineRoom for an aggregate purchase price of approximately $4.6 million through its subsidiary CXAI Australia Pty Ltd. The deal was signed and closed on June 3, 2026.
EngineRoom is expected to generate about $8.1 million of annual revenue with roughly 94% recurring and approximately $1.6 million of adjusted EBITDA. CXAI expects the acquisition to increase its annualized revenue run-rate from about $4 million to more than $12 million, add adjusted EBITDA, strengthen its recurring revenue base and accelerate commercialization and global expansion of its agentic AI SKY platform.
Positive
- Transformative scale and profitability boost: EngineRoom is expected to lift CXAI’s annualized revenue run-rate from about $4 million to more than $12 million and add roughly $1.6 million of adjusted EBITDA, while bringing an approximately 94% recurring revenue mix.
- Strategic AI and distribution expansion: The acquisition adds over 50 mid-market customers and growth intelligence capabilities that management expects will accelerate commercialization of the Agentic AI SKY platform and support global, vertical-focused AI solutions.
Negative
- None.
Insights
CXAI executes a small but transformative AI acquisition with high recurring revenue and EBITDA.
CXApp Inc. is buying EngineRoom for about $4.6 million, in exchange for an asset expected to contribute roughly $8.1 million of annual revenue and about $1.6 million of adjusted EBITDA. Management also highlights an approximately 94% recurring revenue mix, which can improve visibility.
The company expects its annualized revenue run-rate to rise from around $4 million to more than $12 million after including EngineRoom, effectively tripling scale. The deal also adds more than 50 mid-market customer relationships and deep expertise in the Google ecosystem, supporting distribution of CXAI’s SKY platform and future AI offerings.
Strategically, management positions this as building a broader agentic AI operating layer across operations and growth intelligence, with plans for vertical solutions in areas such as professional services and healthcare. Execution will hinge on integrating products, realizing cross-sell between customer bases and maintaining EngineRoom’s leadership, with founder Adam Laurie committed for at least three years.
8-K Event Classification
Key Figures
Key Terms
adjusted EBITDA financial
annualized revenue run-rate financial
agentic AI technical
growth intelligence technical
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Item 1.01 Entry into a Material Definitive Agreement.
On June 3, 2026, CXApp Inc.’s (“CXAI” or the “Company”) wholly owned subsidiary, CXAI Australia Pty Ltd (a company incorporated in Australia) (“CXAI Australia”), entered into and completed a Share Sale Deed (the “Agreement”) to acquire Virtus Digital Marketing Pty Ltd dba Engine Room Applications. (“EngineRoom”), an Australia-based AI-enabled growth intelligence platform company focused on customer acquisition intelligence, attribution analytics, workflow automation, operational reporting and AI-powered business optimization.
Under the terms of the Agreement, CXAI Australia has acquired 100% of the issued and outstanding equity interests of EngineRoom.
The transaction was signed and closed simultaneously on June 3, 2026. The aggregate purchase price was approximately USD $4.6 million, consisting of the following components:
| ● | Cash Consideration. Approximately 65% of the total purchase price (approximately USD $2.99 million) was paid in cash at closing from the Company’s available cash on hand, subject to customary adjustments. |
| ● | Earnout Consideration. Approximately 25% of the total purchase price (approximately USD $1.15 million) was structured as performance-based earnout consideration tied to achievement of specified revenue growth objectives over the 24-month period following closing. |
| ● | Escrow. Approximately 10% of the total purchase price (approximately USD $460,000) was deposited into escrow, subject to customary release conditions. |
Under the Share Purchase Agreement, CXAI has agreed to provide parent company support for CXAI Australia’s obligation to pay the purchase price.
The transaction is intended to expand CXAI’s addressable market, accelerate Agentic AI commercialization, and create a scalable foundation for global AI expansion across both enterprise and mid-market organizations. EngineRoom is expected to generate approximately $8.1 million of annual revenue with approximately 94% recurring revenue and approximately $1.6 million of adjusted EBITDA. The acquisition is expected to increase CXAI’s annualized revenue run-rate from approximately $4 million to more than $12 million annually, while adding approximately $1.6 million of adjusted EBITDA and a highly recurring revenue base.
The acquisition is expected to:
| ● | expand CXAI’s addressable market across enterprise and mid-market organizations; | |
| ● | increase the Company’s annualized revenue run-rate and add meaningful EBITDA contribution; | |
| ● | accelerate Agentic AI commercialization through integration with EngineRoom’s Growth Intelligence platform; | |
| ● | enhance the Company’s recurring revenue profile with an approximately 94% recurring revenue base; and | |
| ● | establish a scalable foundation for global AI expansion across multiple industries. |
Management believes the combination creates a differentiated platform at the intersection of operational intelligence, growth intelligence and Agentic AI, enabling CXAI to accelerate deployment of intelligent automation solutions across enterprise and mid-market organizations globally. Management believes the transaction creates a powerful foundation for deploying Agentic AI solutions that not only improve workplace experiences and operational outcomes, but also enhance customer acquisition, business performance, decision-making and growth.
Following closing, EngineRoom will continue to operate as “CXAI EngineRoom” (“CXAI EngineRoom”) under the ownership of CXAI Australia, which supports CXAI’s broader global growth strategy. As part of the transaction, EngineRoom’s Founder, Adam Laurie, has committed to remain with the business for a minimum of three years following closing. Mr. Laurie will continue to lead the organization as General Manager of CXAI EngineRoom and will play a key role in expanding CXAI’s growth intelligence and Agentic AI initiatives.
The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full Agreement, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.
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Item 2.01 Completion of Acquisition or Disposition of Assets.
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Financial statements and pro forma financial information required by Item 9.01 of Form 8-K, if applicable, will be filed by amendment within the time period permitted by applicable SEC rules.
Item 7.01 Regulation FD Disclosure.
On June 3, 2026, the Company issued a press release announcing the execution of the Agreement and the strategic significance of the acquisition.
A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information furnished pursuant to Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor incorporated by reference into any filing under the Securities Act.
Forward-Looking Statements
This current report on Form 8-K includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. The expectations, estimates, and projections of the Company may differ from its actual results and consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” or the negative or other variations thereof and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, expectations with respect to future performance of the Company, including projected financial information (which is not audited or reviewed by the Company’s auditors), and the future plans, operations and opportunities for the Company and other statements that are not historical facts. These statements are based on the current expectations of the Company’s management and are not predictions of actual performance. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Factors that may cause such differences include, but are not limited to: the ability of the Company to successfully integrate acquired businesses, retain their customers and realize expected synergies, financial benefits and growth opportunities from acquisitions; the demand for the Company’s services together with the possibility that the Company may be adversely affected by other economic, business, and/or competitive factors or changes in the business environment in which the Company operates; changes in customer preferences or the market for the Company’s services; changes in applicable laws or regulations; the availability or competition for opportunities for expansion of the Company’s business; difficulties of managing growth profitably; the loss of one or more members of the Company’s management team; loss of a major customer and other risks and uncertainties included from time to time in the Company’s reports (including all amendments to those reports) filed with the Securities and Exchange Commission. The Company cautions that the foregoing list of factors is not exclusive. You should not place undue reliance upon any forward-looking statements, which speak only as of the date made. The Company does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions, or circumstances on which any such statement is based, except as required by law. These forward-looking statements should not be relied upon as representing the Company’s assessments as of any date subsequent to the date of this communication.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 2.1 | Share Sale Deed, dated June 3, 2026, by and between CXApp Inc., CXAI Australia Pty Ltd and EngineRoom Pty Ltd | |
| 99.1 | Press Release dated June 3, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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: June 3, 2026 | By: | /s/ Khurram P. Sheikh |
| Name: | Khurram P. Sheikh | |
| Title: | Chairman and Chief Executive Officer | |
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Exhibit 99.1
CXAI Acquires EngineRoom to Triple Annualized Revenue Run-Rate and Accelerate Commercialization of Agentic AI SKY Platform
Acquisition Expected to Increase Annualized Revenue Run-Rate to More Than $12 Million, Add Approximately $1.6 Million of Adjusted EBITDA and Expand CXAI’s Reach Across Enterprise and Mid-Market Customers
PALO ALTO, CA / June 3, 2026 / CXApp Inc. (Nasdaq: CXAI) (“CXAI”), an enterprise agentic AI platform company, today announced the acquisition of EngineRoom, an AI-powered data-driven growth intelligence platform focused on customer acquisition intelligence, attribution analytics, workflow automation, operational reporting and business optimization.
The acquisition is expected to increase CXAI’s annualized revenue run-rate from approximately $4 million to more than $12 million while adding approximately $1.6 million of adjusted EBITDA and significantly expanding the Company’s recurring revenue base.
EngineRoom is expected to generate approximately $8.1 million of annualized revenue, with approximately 94% recurring revenue and approximately $1.6 million of adjusted EBITDA. In addition, EngineRoom brings more than 50 customer relationships across a diverse base of mid-market organizations, creating an established platform through which CXAI can accelerate commercialization of Agentic AI SKY platform and future AI-powered solutions.
WHY THIS COMBINATION MATTERS
Scale
The acquisition immediately expands CXAI’s revenue scale, profitability and recurring revenue base, creating a stronger foundation from which to accelerate growth and investment in future AI initiatives.
Distribution
EngineRoom’s customer relationships, mid-market presence and expertise across the Google ecosystem provide CXAI with an established channel through which to deploy SKY and future AI solutions without building distribution from the ground up.
AI Monetization
CXAI serves as an agentic operating layer that helps organizations improve productivity, automate workflows and optimize operational performance. EngineRoom extends those capabilities through growth intelligence solutions that improve customer acquisition, marketing effectiveness and business performance.
Together, the platforms create opportunities to expand solutions across both customer bases, accelerate adoption of CXAI SKY and develop industry-specific AI solutions designed to address the needs of underserved markets globally.
COMPLEMENTARY PLATFORMS CREATE A BROADER AI OPPORTUNITY
CXAI and EngineRoom bring highly complementary capabilities that expand the value each platform can deliver to customers.
CXAI helps organizations improve operational efficiency, employee productivity and workplace performance through agentic AI, operational intelligence and workflow automation. EngineRoom helps organizations improve customer acquisition, marketing effectiveness and business performance through growth intelligence, attribution analytics and optimization.
Together, the platforms provide customers with a more complete AI-powered operating layer across both operations and growth, enabling organizations to make better decisions, automate workflows, improve productivity and drive measurable business outcomes.
The acquisition creates opportunities to expand solutions across both customer bases. Enterprise customers gain access to growth intelligence capabilities that improve customer acquisition and business performance, while EngineRoom customers gain access to enterprise-grade agentic AI, intelligent automation and operational intelligence capabilities through SKY and future AI offerings.
Beyond cross-selling opportunities, the transaction establishes a foundation for the development of industry-specific AI solutions. By combining operational intelligence, growth intelligence and agentic AI, CXAI intends to develop repeatable vertical AI solutions designed to address the unique needs of underserved markets across industries such as professional services, healthcare, financial services, technology, education and sports and entertainment.
This approach creates a scalable pathway for broader AI adoption, recurring software revenue expansion and long-term global growth across both enterprise and mid-market organizations.
GLOBAL EXPANSION OPPORTUNITY
The transaction establishes a scalable platform through which CXAI can expand deployment of agentic AI solutions across new industries, customer segments and geographies.
CXAI’s enterprise-grade AI capabilities, combined with EngineRoom’s growth intelligence expertise and customer relationships, create a repeatable framework for delivering AI-powered solutions that improve productivity, operational performance and business growth outcomes.
SKY is expected to serve as a key platform for introducing future vertical AI solutions across both existing and new customer relationships globally.
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GOOGLE ECOSYSTEM OPPORTUNITY
EngineRoom brings extensive expertise across Google Ads, Google Analytics, Google Cloud and related technologies.
Combined with CXAI’s existing Google Cloud initiatives and AI capabilities, the transaction expands opportunities to deliver AI-powered analytics, automation and business optimization solutions across a broader customer base.
LEADERSHIP CONTINUITY
EngineRoom Founder Adam Laurie has committed to remain with the business for a minimum of three years following closing.
Mr. Laurie will continue to lead the organization as General Manager of CXAI EngineRoom which will be a subsidiary of newly formed holding company CXAI Australia and will play a key role in expanding the Company’s growth intelligence and AI initiatives globally.
MANAGEMENT COMMENTARY
“This acquisition is about accelerating the next phase of CXAI,” said Khurram Sheikh, Chairman and Chief Executive Officer of CXApp.
“We believe AI is moving from point solutions and copilots into the operating layer of every modern organization. Our vision is for CXAI to become that agentic operating layer — helping organizations of all sizes automate work, improve productivity, optimize performance and make better decisions through intelligent agents.”
“With EngineRoom, we are expanding the reach of that vision. Its complementary capabilities and established customer channels give us a faster path to introduce CXAI SKY and future AI solutions to a broader market, while extending the value we can deliver across both operations and growth.”
“We see this as an important step toward building a global AI platform that can scale across enterprises, mid-market organizations and vertical markets. Our focus is on driving adoption, expanding recurring software revenue and helping customers compete more effectively in an AI-driven economy.”
Adam Laurie, Founder of EngineRoom and incoming General Manager of CXAI EngineRoom, added:
“EngineRoom has always focused on helping customers make better decisions, acquire customers more efficiently and drive measurable business outcomes.”
“We are excited to join CXAI to accelerate mid-market enterprise transformation with Agentic AI. Together, we can bring a new generation of AI-powered solutions to customers that improve productivity, automate workflows and help organizations grow more effectively.”
About CXApp Inc.
CXApp Inc. is an enterprise agentic AI platform company focused on helping organizations improve productivity, automate workflows and enhance business performance through artificial intelligence.
The Company’s platform combines operational intelligence, analytics, workplace technologies and intelligent automation to deliver measurable business outcomes across enterprise and mid-market organizations.
CXAI serves customers across technology, financial services, healthcare, media and other industries while expanding its AI capabilities through both organic growth and strategic acquisitions.
www.cxapp.com
CXApp Inc.: marketing@cxapp.com
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Forward-Looking Statements
This press release includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. The expectations, estimates, and projections of the Company may differ from its actual results and consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” or the negative or other variations thereof and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, expectations with respect to future performance of the Company, including projected financial information (which is not audited or reviewed by the Company’s auditors), and the future plans, operations and opportunities for the Company and other statements that are not historical facts. These statements are based on the current expectations of the Company’s management and are not predictions of actual performance. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Factors that may cause such differences include, but are not limited to: the ability of the Company to successfully integrate acquired businesses, retain their customers and realize expected synergies, financial benefits and growth opportunities from acquisitions; the demand for the Company’s services together with the possibility that the Company may be adversely affected by other economic, business, and/or competitive factors or changes in the business environment in which the Company operates; changes in customer preferences or the market for the Company’s services; changes in applicable laws or regulations; the availability or competition for opportunities for expansion of the Company’s business; difficulties of managing growth profitably; the loss of one or more members of the Company’s management team; loss of a major customer and other risks and uncertainties included from time to time in the Company’s reports (including all amendments to those reports) filed with the Securities and Exchange Commission. The Company cautions that the foregoing list of factors is not exclusive. You should not place undue reliance upon any forward-looking statements, which speak only as of the date made. The Company does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions, or circumstances on which any such statement is based, except as required by law. These forward-looking statements should not be relied upon as representing the Company’s assessments as of any date subsequent to the date of this communication.
SOURCE: CXApp Inc.
Topic: Mergers and Acquisitions
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