Form 8-K - Current report
January 03 2024 - 4:14PM
Edgar (US Regulatory)
false
0001840856
0001840856
2024-01-03
2024-01-03
0001840856
SOUN:ClassCommonStock0.0001ParValuePerShareMember
2024-01-03
2024-01-03
0001840856
SOUN:WarrantsEachExercisableForOneShareOfClassCommonStockAtExercisePriceOf11.50PerShareSubjectToAdjustmentMember
2024-01-03
2024-01-03
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
January 3, 2024
SOUNDHOUND AI, INC.
(Exact name of registrant as specified in its charter)
Delaware |
|
001-40193 |
|
85-1286799 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
5400 Betsy Ross Drive
Santa Clara, CA |
|
95054 |
(Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: (408) 441-3200
(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 (see General Instruction A.2.
below):
| ☐ | 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)) |
Title of each class |
|
Trading Symbol |
|
Name of each exchange on which registered |
Class A Common Stock, $0.0001 par value per share |
|
SOUN |
|
The Nasdaq Stock Market LLC |
Warrants, each exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share, subject to adjustment |
|
SOUNW |
|
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.
Item 2.01. Completion of Acquisition or Disposition of Assets.
On January 3, 2024, SoundHound
AI, Inc., a Delaware corporation (“SoundHound” or the “Company”), completed the previously disclosed transactions
contemplated by that certain Agreement and Plan of Merger by and between the Company, certain of its wholly owned subsidiaries, Synq3,
Inc. (the “Target”) and Bluestem Capital Company, LLC (solely in its capacity
as the representative of stockholders of the Target), dated as of December 6, 2023 (the “Merger Agreement”). Under the terms
of the Merger Agreement, SoundHound acquired the Target for total consideration of approximately $5 million in cash and $20 million in
shares (the “Stock Consideration”) of the Company’s Class A common stock (the “Common Stock”) (the “Closing
Consideration”), in exchange for all the issued and outstanding equity of the Target (the “Acquisition”). In addition,
as previously disclosed, the Company has agreed to pay up to $4 million of additional consideration
(together with the Closing Consideration, “Aggregate Consideration”) to the stockholders of the Target based on certain revenue
targets for each of 2024, 2025 and 2026, which payments will be made in a combination of shares of Common Stock and cash. The
number of shares issued in connection with the Stock Consideration was based on a fixed value of $2.23 per share.
At
the effective time of the Acquisition (i) each outstanding Target stock option expired and was cancelled and extinguished without any
right to receive any consideration therefor, (ii) each outstanding Target phantom unit was cancelled and extinguished, and upon cancellation
and execution of a Phantom Unit Cancellation Agreement (as defined in the Merger Agreement), was converted into the right to receive an
amount of cash equal to the Per Share Cashed Out Amount (as defined in the Merger Agreement) and (iii) each outstanding Target restricted
stock unit (“RSU”) was cancelled and extinguished, and upon cancellation and execution of an RSU Cancellation Agreement (as
defined in the Merger Agreement), was converted into the right to receive an amount of cash equal to the Per Share Cashed Out Amount and
(iv) each holder of Target common stock that executed and delivered a Cashed Out Common Cancellation Agreement (as defined in the Merger
Agreement) had their shares of Target common stock cancelled and extinguished, and upon cancellation, was entitled to receive an
amount in cash equal to the Per Share Cashed Out Amount. The Company will establish a customary retention pool for certain continuing
employees of the Target.
In connection with closing
of the Acquisition, approximately $3.125 million of the Aggregate Consideration, consisting
of cash and shares of Common Stock, are being withheld for a period of 15 months to partially secure the indemnification obligations of
the Target’s stockholders under the Merger Agreement.
The foregoing description
of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in
its entirety by reference to, the full text of the Merger Agreement, a copy of which was included as Exhibit 2.1 to the Company’s
Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on December 7, 2023.
Item 3.02. Unregistered Sales of Equity Securities.
The information contained
in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
As described in Item 2.01,
under the terms of the Merger Agreement, on January 3, 2024, the Company issued 8,968,610 shares of Common Stock. This issuance and
sale are exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section
4(a)(2) of the Securities Act. Accordingly, the offer and sale of shares of the shares of Common Stock have not been registered under
the Securities Act and such shares may not be offered or sold in the United States except pursuant to an effective registration statement
or applicable exemption from the registration requirements of the Securities Act and any applicable state securities laws.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired
The
financial statements, if required by this item, will be filed no later than 71 calendar days after the date by which this Current Report
on Form 8-K is required to be filed. The Company excepts to reevaluate the “significance”
of the acquired business using the Company’s financial statements for the year ending December 31, 2023, which will be included
in the Company’s Annual Report on Form 10-K to be filed with the Securities and Exchange Commission within 71 calendar
days of the date of this Current Report on Form 8-K. As a result of such reevaluation, the
Company currently expects that the audited financial statements and unaudited combined pro forma financial statements will not required
under Regulation S-X.
(b) Pro Forma Financial Information
The
pro forma financial statements, if required by this item, will be filed no later than 71 calendar days after the date by which this Current
Report on Form 8-K is required to be filed. As noted in Item 9.01(a), the Company does not currently expect that the pro forma
financial statements will be required under Regulation S-X.
(d) Exhibits
Exhibit
Number |
|
Exhibit Description |
104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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.
Date: January 3, 2024 |
By: |
/s/ Keyvan
Mohajer |
|
|
Keyvan Mohajer |
|
|
Chief Executive Officer |
3
v3.23.4
Cover
|
Jan. 03, 2024 |
Document Type |
8-K
|
Amendment Flag |
false
|
Document Period End Date |
Jan. 03, 2024
|
Entity File Number |
001-40193
|
Entity Registrant Name |
SOUNDHOUND AI, INC.
|
Entity Central Index Key |
0001840856
|
Entity Tax Identification Number |
85-1286799
|
Entity Incorporation, State or Country Code |
DE
|
Entity Address, Address Line One |
5400 Betsy Ross Drive
|
Entity Address, City or Town |
Santa Clara
|
Entity Address, State or Province |
CA
|
Entity Address, Postal Zip Code |
95054
|
City Area Code |
408
|
Local Phone Number |
441-3200
|
Written Communications |
false
|
Soliciting Material |
false
|
Pre-commencement Tender Offer |
false
|
Pre-commencement Issuer Tender Offer |
false
|
Entity Emerging Growth Company |
true
|
Elected Not To Use the Extended Transition Period |
false
|
Class A Common Stock, $0.0001 par value per share |
|
Title of 12(b) Security |
Class A Common Stock, $0.0001 par value per share
|
Trading Symbol |
SOUN
|
Security Exchange Name |
NASDAQ
|
Warrants, each exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share, subject to adjustment |
|
Title of 12(b) Security |
Warrants, each exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share, subject to adjustment
|
Trading Symbol |
SOUNW
|
Security Exchange Name |
NASDAQ
|
X |
- DefinitionBoolean flag that is true when the XBRL content amends previously-filed or accepted submission.
+ References
+ Details
Name: |
dei_AmendmentFlag |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionFor the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
+ References
+ Details
Name: |
dei_DocumentPeriodEndDate |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:dateItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
+ References
+ Details
Name: |
dei_DocumentType |
Namespace Prefix: |
dei_ |
Data Type: |
dei:submissionTypeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 1 such as Attn, Building Name, Street Name
+ References
+ Details
Name: |
dei_EntityAddressAddressLine1 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Definition
+ References
+ Details
Name: |
dei_EntityAddressCityOrTown |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCode for the postal or zip code
+ References
+ Details
Name: |
dei_EntityAddressPostalZipCode |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the state or province.
+ References
+ Details
Name: |
dei_EntityAddressStateOrProvince |
Namespace Prefix: |
dei_ |
Data Type: |
dei:stateOrProvinceItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityCentralIndexKey |
Namespace Prefix: |
dei_ |
Data Type: |
dei:centralIndexKeyItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIndicate if registrant meets the emerging growth company criteria.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityEmergingGrowthCompany |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
+ References
+ Details
Name: |
dei_EntityFileNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:fileNumberItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
+ References
+ Details
Name: |
dei_EntityIncorporationStateCountryCode |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarStateCountryItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityRegistrantName |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityTaxIdentificationNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:employerIdItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionLocal phone number for entity.
+ References
+ Details
Name: |
dei_LocalPhoneNumber |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 13e -Subsection 4c
+ Details
Name: |
dei_PreCommencementIssuerTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 14d -Subsection 2b
+ Details
Name: |
dei_PreCommencementTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTitle of a 12(b) registered security.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b
+ Details
Name: |
dei_Security12bTitle |
Namespace Prefix: |
dei_ |
Data Type: |
dei:securityTitleItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the Exchange on which a security is registered.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection d1-1
+ Details
Name: |
dei_SecurityExchangeName |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarExchangeCodeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Section 14a -Number 240 -Subsection 12
+ Details
Name: |
dei_SolicitingMaterial |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
+ References
+ Details
Name: |
dei_TradingSymbol |
Namespace Prefix: |
dei_ |
Data Type: |
dei:tradingSymbolItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Securities Act -Number 230 -Section 425
+ Details
Name: |
dei_WrittenCommunications |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=SOUN_ClassCommonStock0.0001ParValuePerShareMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=SOUN_WarrantsEachExercisableForOneShareOfClassCommonStockAtExercisePriceOf11.50PerShareSubjectToAdjustmentMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
SoundHound AI (NASDAQ:SOUN)
Historical Stock Chart
From Dec 2024 to Jan 2025
SoundHound AI (NASDAQ:SOUN)
Historical Stock Chart
From Jan 2024 to Jan 2025