As filed with the United States Securities
and Exchange Commission on November 9, 2022.
Registration No. 333-264972
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 3
to
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SOUNDHOUND AI,
INC.
(Exact name of registrant as specified in its charter)
Delaware | | 7372 | | 86-1286799 |
(State or other jurisdiction of
incorporation or organization) | | (Primary Standard Industrial
Classification Code Number) | | (I.R.S. Employer
Identification No.) |
5400 Betsy Ross Drive
Santa Clara, CA 95054
Telephone: (408) 441-3200
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Dr. Keyvan Mohajer
SoundHound AI, Inc.
5400 Betsy Ross Drive
Santa Clara, CA 95054
Telephone: (408) 441-3200
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies of all communications, including communications
sent to agent for service, should be sent to:
Douglas Ellenoff, Esq.
Matthew Bernstein, Esq.
Ellenoff Grossman & Schole LLP
1345 Avenue of the Americas, 11th Floor
New York, New York 10105
Telephone: (212) 370-1300
Fax: (212) 370-7889
Approximate date of commencement
of proposed sale to the public: As soon as practicable after the effective date of this registration statement.
If any of the securities being
registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933,
check the following box: ☒
If this Form is filed to register
additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective
amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective
amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same offering. ☐
If delivery of the Prospectus
is expected to be made pursuant to Rule 434, check the following box. ☐
Indicate by check mark whether
the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging
growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting
company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | | ☐ | | Accelerated filer | | ☐ |
Non-accelerated filer | | ☒ | | Smaller reporting company | | ☒ |
| | | | 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 7(a)(2)(B) of the Securities Act. ☐
The Registrant hereby amends
this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further
amendment that specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act, or until the registration statement shall become effective on such date as the Securities and Exchange Commission,
acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
SoundHound
AI, Inc. is filing this Amendment No. 3 (this “Amendment”) to its Registration Statement on Form S-1 (File No. 333-264972) (the
“Registration Statement”) as an exhibits-only filing. Accordingly, this Amendment consists only of the facing page, this explanatory
note, Item 16(a) of Part II of the Registration Statement, the signature page to the Registration Statement and the filed exhibits. The
remainder of the Registration Statement is unchanged and has been omitted.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits
and Financial Statement Schedules
Exhibit
Number |
|
Description |
|
Incorporated by Reference |
Form |
|
Exhibit |
|
Filing Date |
2.1# |
|
Merger Agreement dated as of November 15, 2021 by and among Archimedes Tech SPAC Partners Co., ATSPC Merger Sub, Inc. and SoundHound, Inc. |
|
8-K |
|
2.1 |
|
November 16, 2021 |
3.1 |
|
Second Amended and Restated Certificate of Incorporation of SoundHound AI, Inc. |
|
8-K |
|
3.1 |
|
May 2, 2022 |
3.2 |
|
Amended and Restated Bylaws of SoundHound AI, Inc. |
|
8-K |
|
3.2 |
|
May 2, 2022 |
4.1 |
|
Amended and Restated Warrant Agreement. |
|
8-K |
|
4.1 |
|
May 2, 2022 |
4.2 |
|
Form of Specimen Class A Common Stock Certificate |
|
S-1 |
|
4.2 |
|
May 16, 2022 |
4.3 |
|
Form of Specimen Warrant Certificate |
|
S-1 |
|
4.3 |
|
May 16, 2022 |
4.4 |
|
Amended and Restated Warrant Agreement |
|
8-K |
|
4.1 |
|
May 2, 2022 |
5.1* |
|
Opinion of Ellenoff Grossman & Schole LLP |
|
|
|
|
|
|
10.1 |
|
Form of PIPE Subscription Agreement. |
|
8-K |
|
10.3 |
|
November 16, 2021 |
10.2 |
|
Form of Lock-Up Agreement. |
|
8-K |
|
10.4 |
|
November 16, 2021 |
10.3 |
|
Amended and Restated Registration Rights Agreement, dated April 26, 2022, by and between SoundHound AI, Inc. and certain stockholders of SoundHound AI, Inc. |
|
S-1 |
|
10.3 |
|
May 16, 2022 |
10.4 |
|
SoundHound AI, Inc. 2022 Incentive Award Plan. |
|
Proxy Statement |
|
Annex D |
|
April 8, 2022 |
10.5 |
|
SoundHound AI, Inc. 2022 Employee Stock Purchase Plan. |
|
Proxy Statement |
|
Annex E |
|
April 8, 2022 |
10.6 |
|
Form of Restricted Stock Unit Agreement. |
|
8-K |
|
10.8 |
|
May 2, 2022 |
10.7 |
|
Form of Stock Option Award Agreement. |
|
8-K |
|
10.9 |
|
May 2, 2022 |
10.8 |
|
Form of Indemnity Agreement. |
|
8-K |
|
10.10 |
|
May 2, 2022 |
10.9 |
|
Employment Agreement with Keyvan Mohajer, Chief Executive Officer, dated June 2, 2022 |
|
8-K |
|
10.1 |
|
June 8, 2022 |
10.10 |
|
Employment Agreement with Nitesh Sharan, Chief Financial Officer, dated June 2, 2022 |
|
8-K |
|
10.2 |
|
June 8, 2022 |
10.11 |
|
Employment Agreement with Timothy Stonehocker, Chief Technology Officer, dated June 2, 2022 |
|
8-K |
|
10.3 |
|
June 8, 2022 |
10.12 |
|
Non-Employee Director Compensation Policy |
|
8-K |
|
10.4 |
|
June 8, 2022 |
10.13 |
|
Common Stock Purchase Agreement, dated as of August 16, 2022, by and between SoundHound AI, Inc. and CF Principal Investments LLC |
|
8-K |
|
10.1 |
|
August 16, 2022 |
10.14 |
|
Registration Rights Agreement, dated as of August 16, 2022, by and between SoundHound AI, Inc. and CF Principal Investments LLC |
|
8-K |
|
10.2 |
|
August 16, 2022 |
21.1 |
|
Subsidiaries of the Company. |
|
8-K |
|
21.1 |
|
May 2, 2022 |
23.1** |
|
Consent of UHY LLP dated October 27, 2022. |
|
|
|
|
|
|
23.2** |
|
Consent of Armanino LLP dated October 27, 2022. |
|
|
|
|
|
|
99.1 |
|
Press Release, dated April 27, 2022. |
|
8-K |
|
99.1 |
|
May 2, 2022 |
99.2 |
|
Unaudited Pro Forma Condensed Combined Financial Statements of the Company. |
|
8-K |
|
99.2 |
|
May 2, 2022 |
101.INS |
|
Inline XBRL Instance Document. |
|
|
|
|
|
|
101.SCH |
|
Inline XBRL Taxonomy Extension Schema Document. |
|
|
|
|
|
|
101.CAL |
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document. |
|
|
|
|
|
|
101.DEF |
|
Inline XBRL Taxonomy Extension Definition Linkbase Document. |
|
|
|
|
|
|
101.LAB |
|
Inline XBRL Taxonomy Extension Label Linkbase Document. |
|
|
|
|
|
|
101.PRE |
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document. |
|
|
|
|
|
|
104 |
|
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
|
|
|
|
|
|
107** |
|
Calculation of Filing Fees Table |
|
|
|
|
|
|
* | Filed or furnished herewith. |
+ | The Company agrees to furnish supplementally to the SEC a
copy of any omitted schedule or exhibit upon the request of the SEC in accordance with Item 601(b)(2) of Regulation S-K. |
# | Management contract or compensatory plan or arrangement. |
SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Santa Clara, State of California, on the 9th day of November, 2022.
|
SoundHound AI, Inc. |
|
|
|
/s/ Dr. Keyvan Mohajer |
|
Name: |
Dr. Keyvan Mohajer |
|
Title: |
Chief Executive Officer |
Pursuant to the requirements
of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on
the dates indicated.
Name |
|
Position |
|
Date |
|
|
|
|
|
/s/ Dr. Keyvan Mohajer |
|
Chief Executive Officer and Director |
|
November 9, 2022 |
Dr. Keyvan Mohajer |
|
(Principal Executive Officer) |
|
|
|
|
|
|
|
/s/ Nitesh Sharan |
|
Chief Financial Officer |
|
November 9, 2022 |
Nitesh Sharan |
|
(Principal Financial and Accounting Officer) |
|
|
|
|
|
|
|
* |
|
Director |
|
November 9, 2022 |
James Hom |
|
|
|
|
|
|
|
|
|
* |
|
Director |
|
November 9, 2022 |
Dr. Eric Ball |
|
|
|
|
|
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|
|
|
* |
|
Director |
|
November 9, 2022 |
Larry Marcus |
|
|
|
|
|
|
|
|
|
* |
|
Director |
|
November 9, 2022 |
Diana Sroka |
|
|
|
|
* By: |
/s/ Dr. Keyvan Mohajer |
|
Name: |
Dr. Keyvan Mohajer
Attorney-in-fact |
|
II-2
S-1/A
true
0001840856
0001840856
2022-01-01
2022-06-30