{"url_path":"/sec/cxai/8-k/2026-07-06/item-4-01","section_key":"item-4-01","section_title":"Item 4.01 ****Changes","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-06","source_url":"https://www.sec.gov/Archives/edgar/data/1820875/0001829126-26-007295-index.html","accession_number":"0001829126-26-007295","cik":"0001820875","ticker":"CXAI","issuer_name":"CXApp Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1820875/0001829126-26-007295-index.html","primary_entity_key":"0001820875","primary_entity_name":"CXApp Inc."},"word_count":594,"has_tables":true,"body_markdown":"**Item 4.01****Changes\nin Registrant’s Certifying Accountant.**\n\n \n\nOn\nJune 30, 2026, the Audit Committee (the “**Committee**”) of the Board of Directors of the Company dismissed WithumSmith+Brown,\nPC (“**Withum**”) as the Company’s independent registered public accounting firm. The Committee approved the dismissal.\nAlso on June 30, 2026, the Committee appointed KNAV CPA LLP (“**KNAV**”) as the Company’s independent registered\npublic accounting firm for the Company’s fiscal year ending December 31, 2026.\n\n \n\nThe\naudit reports of Withum on the Company’s consolidated financial statements for the fiscal years ended December 31, 2025 and\n2024 did not contain any adverse opinion or a disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope,\nor accounting principles.\n\n \n\nDuring\nthe Company’s fiscal years ended December 31, 2025 and 2024 and the subsequent interim period through the date of Withum’s\ndismissal, there were no “disagreements,” as described in Item 304(a)(1)(iv) of Regulation S-K, with\nWithum on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if\nnot resolved to Withum’s satisfaction, would have caused Withum to make reference to the subject matter of the disagreement in\nits reports on the company’s financial statements.\n\n \n\nDuring\nthe Company’s fiscal years ended December 31, 2025 and 2024 and the subsequent interim period through the date of Withum’s\ndismissal, there were no “reportable events,” as defined in Item 304(a)(1)(v) of Regulation S-K, except\nthat, as disclosed in the Company’s Form 10-K for the year ended December 31, 2024, management identified material weaknesses\nin internal control over financial reporting relating to (i) income tax accruals, (ii) period-end expense accruals, and (iii) the identification\nand fair value accounting for embedded derivatives. These material weaknesses rendered internal control over financial reporting\nnot effective as of December 31, 2024 and resulted in the restatement of the Company’s unaudited interim financial statements\nfor the quarters ended June 30, 2024 and September 30, 2024. As disclosed in the Company’s Form 10-K for the\nyear ended December 31, 2025, these material weaknesses were fully remediated as of December 31, 2025. \n\n \n\nThe\nCommittee discussed such reportable events with Withum and the Company has authorized Withum to respond fully to the inquiries of KNAV\nconcerning such reportable events.\n\n \n\nThe\nCompany provided Withum with a copy of this current Report on Form 8-K prior to its filing with the Securities and Exchange Commission\n(the “**SEC**”) and requested that Withum furnish the Company with a letter addressed to the SEC stating whether it agrees\nwith the above statements and, if not, stating the respects in which it does not agree. A copy of Withum’s letter, dated as of\nJuly 6, 2026, is filed as Exhibit 16.1 to this Current Report on Form 8-K and is incorporated herein by reference.\n\n \n\nDuring\nthe Company’s two most recent fiscal years ended December 31, 2025 and 2024 and the subsequent interim period through the\ndate of Withum’s dismissal, neither the Company nor anyone acting on its behalf consulted with KNAV regarding: (i) the application\nof accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered\non the Company’s financial statements, and neither a written report nor oral advice was provided to the Company that KNAV concluded\nwas an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue;\nor (ii) any matter that was either the subject of a “disagreement” (as described in Item 304(a)(1)(iv) of Regulation\nS-K) or a “reportable event” (as defined in Item 304(a)(1)(v) of Regulation S-K).\n\n \n\n1"}