As filed with the U.S. Securities and Exchange Commission on January 10, 2022

Registration No. 333-        

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

_____________________

Form S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

_____________________

ARCHIMEDES TECH SPAC PARTNERS CO.
(Exact name of registrant as specified in its charter)

_____________________

2093 Philadelphia Pike #1968
Claymont, DE 19703
(650) 560 4753
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

_____________________

Mr. Stephen N. Cannon
Archimedes Tech SPAC Partners Co.
c/o Corporation Service Company
251 Little Falls Drive
Wilmington, DE 19808
(650) 560 4753
(Name, address, including zip code, and telephone number, including area code, of agent for service)

_____________________

Copies to:

___________________________________

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement and the satisfaction or waiver of all other conditions under the Merger Agreement described herein.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, 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, 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: ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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.

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. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

CALCULATION OF REGISTRATION FEE

____________

(1)      Based on the maximum number of shares of Class A common stock, $0.0001 par value per share (“Class A Common Stock”) of the registrant issuable in connection with the business combination (the “Business Combination”) to be effected pursuant to a merger agreement among the registrant, SoundHound, Inc. (“SoundHound”), and certain other parties. This number is based on (i) up to 144,500,000 shares of Class A Common Stock issuable as consideration in connection with the Business Combination to holders of Class A common stock of SoundHound, (ii) up to 42,000,000 shares of Class A Common Stock issuable upon conversion of shares of Class B Common Stock issuable upon the Business Combination to holders of Class B common stock of SoundHound, (iii) up to 2,200,000 shares of Class A common stock issuable pursuant to the exercise of warrants issued by SoundHound (“SoundHound Warrants”) which will be automatically converted into warrants to acquire Class A Common Stock upon the consummation of the Business Combination, (iv) up to 29,000,000 shares of Class A Common Stock issuable pursuant to the exercise of options issued by SoundHound (“SoundHound Options”) which will be automatically converted into options to acquire Class A Common Stock upon the consummation of the Business Combination, (v) up to 3,100,000 shares of Class A Common Stock issuable upon the settlement of restricted stock units issued by SoundHound (“SoundHound RSUs”) which will be automatically converted into restricted stock units with respect to shares of Class A Common Stock upon consummation of the Business Combination, (vi) up to 1,200,000 shares of Class A Common Stock issuable upon the settlement of restricted stock units and performance stock units to be granted to certain named executive officers of SoundHound in connection with the Business Combination in accordance with the terms of the Merger Agreement and (vii) up to 42,000,000 shares of Class B Common Stock issuable as consideration in connection with the Business Combination to holders of Class B common stock of SoundHound.

          The foregoing assumes that, prior to the Closing, the SoundHound Class B Charter Amendment described herein is adopted by SoundHound and the stockholders of the registrant approve the Charter Amendment Proposal described herein.

(2)      Based on the maximum number of shares of Class B common stock, $0.0001 par value per share (“Class B Common Stock”), of the registrant issuable upon the Business Combination to holders of Class B common stock of SoundHound.

(3)      Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from share sub-divisions, share dividends or similar transactions.

(4)      Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(f)(2) of the Securities Act of 1933, as amended (the “Securities Act”). SoundHound is a private company, no market exists for its securities, and SoundHound has an accumulated deficit. Therefore, the proposed maximum aggregate offering price of SoundHound shares is one-third of the aggregate par value of the SoundHound shares expected to be exchanged in the Business Combination.

(5)      Calculated pursuant to Rule 457 of the Securities Act by calculating the product of (i) the proposed maximum aggregate offering price and (ii) 0.0000927.

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 which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, 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.

The information in this proxy statement/prospectus/consent solicitation is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This proxy statement/prospectus/consent solicitation is not an offer to sell and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY PROXY STATEMENT/PROSPECTUS/CONSENT SOLICITATION SUBJECT TO COMPLETION, DATED JANUARY 10, 2022

ARCHIMEDES TECH SPAC PARTNERS CO.

PROPOSED MERGER

YOUR VOTE IS VERY IMPORTANT

Dear Archimedes Tech SPAC Partners Co. Stockholders:

You are cordially invited to attend the special meeting of the stockholders (the “ATSP Special Meeting”) of Archimedes Tech SPAC Partners Co. (“ATSP”), which will be held at [•] [•].m., Eastern time, on [•], 2022. The Board of Directors has determined to convene and conduct the ATSP Special Meeting in a virtual meeting format at [•]. Stockholders will NOT be able to attend the ATSP Special Meeting in-person. This proxy statement/prospectus/consent solicitation includes instructions on how to access the virtual ATSP Special Meeting and how to listen, vote, and submit questions from home or any remote location with Internet connectivity.

ATSP is a Delaware blank check company established for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business transaction with one or more businesses or entities, which we refer to as a “target business.” Holders of common stock will be asked to approve, among other things, the Merger Agreement, dated as of November 15, 2021 (the “Merger Agreement”), by and among ATSP, ATSPC Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of ATSP (“Merger Sub”), and SoundHound, Inc., a Delaware corporation (“SoundHound”), and the other related Proposals.

Upon the closing (the “Closing”) of the transactions contemplated in the Merger Agreement, Merger Sub will merge with and into SoundHound, with SoundHound surviving the merger as a wholly owned subsidiary of ATSP. In addition, in connection with the consummation of the Business Combination, ATSP will be renamed “SoundHound AI, Inc.” The transactions contemplated under the Merger Agreement relating to the Business Combination are referred to in this proxy statement/prospectus/consent solicitation as the “Business Combination” and the combined company after the Business Combination is referred to in this proxy statement/prospectus/consent solicitation as the “Company” or the “Combined Company.”

As a result of and upon the Closing, pursuant to the terms of the Merger Agreement, all of the outstanding stock of SoundHound will be cancelled in exchange for the right to receive shares of SoundHound common stock. A Special Committee of disinterested independent directors of SoundHound is currently evaluating a proposal from SoundHound’s founders that, if accepted and approved by SoundHound’s stockholders, will result in SoundHound creating and issuing to its founders shares of multiple voting SoundHound Class B Common Stock. If, before the Closing, SoundHound implements a dual class multiple voting common stock structure, the combined company after Business Combination will also have two classes of common stock and, at the closing, the Merger Consideration Shares will consist of newly issued shares of Class A common stock of the Company, par value $0.0001 per share (“Class A Common Stock”), and newly issued shares of Class B common stock of the Company, par value $0.0001 per share (“Class B Common Stock” which shares of Class B Common Stock will be issued to the SoundHound Founders at the Closing. Outstanding SoundHound options, warrants and restricted stock units that are outstanding prior to the effective time of the merger will be assumed by the Company and converted, subject to adjustment pursuant to the terms of the Merger Agreement, into options, warrants and restricted stock units, respectively, exercisable for, or denominated in, newly-issued shares of Class A Common Stock. The Merger Consideration Shares will be allocated pro rata, after giving effect to the required conversion of all outstanding SoundHound preferred shares into shares of SoundHound common stock prior to the Closing in accordance with SoundHound’s governing documents, with each SoundHound stockholder receiving a number of shares of Class A Common Stock (including, in the case of holders of restricted SoundHound Class A Common Stock subject to equivalent restrictions) or Class B Common Stock, as applicable, determined in accordance with the terms of the Merger Agreement.

Simultaneously with the execution of the Merger Agreement, ATSP entered into subscription agreements with investors for an aggregate of $111,000,000 for 11.1 million shares of Company at a price of $10.00 per share in a private placement in ATSP (the “PIPE Investment”) to be consummated simultaneously with the Closing. Consummation of the

PIPE Investment is conditioned on the concurrent Closing of the Business Combination and other customary closing conditions. Each investor in the PIPE Investment has agreed that it and its affiliates will not have any right, title, interest or claim of any kind in or to any monies in ATSP’s trust account held for its public stockholders, and has agreed not to, and waived any rights to, make any claim against ATSP’s trust account (including any distributions therefrom).

It is anticipated that upon completion of the Business Combination, ATSP’s public stockholders (other than the PIPE Investment investors) would retain an ownership interest of approximately 6.5% in the Combined Company, the PIPE Investment investors will own approximately 5.4% of the Combined Company (such that the public stockholders, including the PIPE Investment investors, would own approximately 11.9% of the Combined Company), the Sponsor and directors of ATSP will retain an ownership interest of approximately 1.8% of the Combined Company, the Representative will retain an ownership interest of approximately 0.2% of the Combined Company, and the SoundHound stockholders will own approximately 86.1% of the Combined Company. It is anticipated that upon completion of the Business Combination, ATSP’s public stockholders (other than the PIPE Investment investors) would retain voting power of approximately [•]% in the Combined Company, the PIPE Investment investors would have voting power of approximately [•]% in the Combined Company (such that the public stockholders, including the PIPE Investment investors, would have voting power of approximately [•]% of the Combined Company), the Sponsor and directors of ATSP would have voting power of approximately [•]% of the Combined Company, the Representative would have voting power of approximately [•]% of the Combined Company, and the SoundHound stockholders would have voting power of approximately [•]% of the Combined Company. The ownership and voting power percentages with respect to the Combined Company (a) does not take into account (i) the redemption of any shares by the ATSP’s public stockholders, (ii) the issuance of any additional shares upon the closing of the Business Combination under the Incentive Award Plan or the ESPP or (iii) the issuance of any additional shares underlying the Converted RSUs, Converted Stock Options, and any other equity-linked securities that may be issued by SoundHound prior to the Effective Time and are converted, at the Closing, into equity-linked ATSP securities, and (b) assumes SoundHound stockholders and the special committee have approved the Class B Common Stock where holders are entitled to a number of votes per share equal to [•]. If the actual facts are different from these assumptions (which they are likely to be), the percentage ownership retained by the ATSP stockholders will be different. See “Unaudited Pro Forma Condensed Combined Financial Information.”

As of [•], 2022, there was approximately $[•] in ATSP’s trust account (the “Trust Account”). On [•], 2022, the record date for the ATSP Special Meeting of stockholders, the last sale price of ATSP’s Subunits was $[•].

Each stockholder’s vote is very important. Whether or not you plan to participate in the virtual ATSP Special Meeting, please submit your proxy card without delay. Stockholders may revoke proxies at any time before they are voted at the meeting. Voting by proxy will not prevent a stockholder from voting virtually at the ATSP Special Meeting if such stockholder subsequently chooses to participate in the ATSP Special Meeting.

We encourage you to read this proxy statement/prospectus/consent solicitation carefully. In particular, you should review the matters discussed under the caption “Risk Factors” beginning on page 39.

ATSP’s board of directors recommends that ATSP stockholders vote “FOR” approval of each of the Proposals.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued in the Business Combination or otherwise, or passed upon the adequacy or accuracy of this proxy statement/prospectus/consent solicitation. Any representation to the contrary is a criminal offense.

This proxy statement/prospectus/consent solicitation is dated [•], 2022, and is first being mailed to stockholders of ATSP and SoundHound on or about  [•], 2022.

ARCHIMEDES TECH SPAC PARTNERS CO.
2093 Philadelphia Pike #1968
Claymont, DE 19703
Telephone: (650) 560-4753

NOTICE OF SPECIAL MEETING OF
ARCHIMEDES TECH SPAC PARTNERS CO. STOCKHOLDERS
To Be Held on [•]

To Archimedes Tech SPAC Partners Co. Stockholders:

NOTICE IS HEREBY GIVEN, that you are cordially invited to attend a meeting of the stockholders of Archimedes Tech SPAC Partners Co. (“ATSP,” “we”, “our”, or “us”), which will be held at [•] [•].m., Eastern time, on [•], 2022, at [•] (the “ATSP Special Meeting”). In light of COVID-19, we will hold the Meeting virtually. You can participate in the virtual ATSP Special Meeting as described in “The ATSP Special Meeting.”

During the ATSP Special Meeting, ATSP’s stockholders will be asked to consider and vote upon the following proposals, which we refer to herein as the “Proposals”:

•        To consider and vote upon a proposal to approve the transactions contemplated under the Merger Agreement, dated as of November 15, 2021 (the “Merger Agreement”), by and among ATSP, ATSPC Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of ATSP (“Merger Sub”) and SoundHound, Inc., a Delaware corporation (“SoundHound”), (the “Business Combination”), a copy of which is attached to this proxy statement/prospectus/consent solicitation as Annex A. This Proposal is referred to as the “Business Combination Proposal” or “Proposal 1.”

•        To consider and vote upon a proposal to approve the Second Amended and Restated Certificate of Incorporation of ATSP, a copy of which is to be attached to this proxy statement/prospectus/consent solicitation as Annex B (the “Amended Charter”), which Amended Charter shall only contain the Class B Provisions if the SoundHound Class B Charter Amendment has been adopted prior to the Effective Time and shares of SoundHound Class B Common Stock have been issued to the SoundHound Founders pursuant to thereto. This Proposal is referred to as the “Charter Amendment Proposal” or “Proposal 2.”

•        To consider and vote, on a non-binding advisory basis, upon six separate governance proposals relating to material differences between ATSP’s Current Charter and the Amended Charter to be in effect upon the completion of the Business Combination in accordance with the requirements of the U.S. Securities and Exchange Commission (the “SEC”). These Proposals are referred to as the “Advisory Proposals” or “Advisory Proposals 3A-3F.”

•        To consider and vote on an amendment to the Current Charter to increase the total number of authorized shares of capital stock to (i) [____] million shares of common stock, par value $[____] per share, which, if the Class B Provisions are incorporated in the Amended Charter, shall be designated as [___] million shares of Class A common stock, par value $[___] per share (“Class A Common Stock”), (ii) if the Class B Provisions are incorporated in the Amended Charter, [____] million shares of Class B common stock, par value $[___] per share (“Class B Common Stock”), and (iii) [____] million shares of preferred stock, par value $[___] per share. This Proposal is referred to as “Advisory Proposal 3A.”

•        To consider and vote on an amendment to the Current Charter, applicable only if the Class B Provisions are included in the Amended Charter, to authorize a dual class common stock structure in which holders of Class A Common Stock will be entitled to one vote per share and holders of Class B Common Stock will be entitled to [___] votes per share on all matters properly submitted to the Combined Company’s stockholders entitled to vote thereon, which amendment shall only take effect if, prior to the Effective Time, the SoundHound Class B Charter Amendment has been adopted and shares of SoundHound Class B Common Stock have been issued to the SoundHound Founders pursuant thereto. This Proposal is referred to as “Advisory Proposal 3B.”

•        To consider and vote on an amendment to the Current Charter to remove of the right of stockholders to call a special stockholder meeting. This Proposal is referred to as “Advisory Proposal 3C.”

•        To consider and vote on an amendment to the Current Charter to remove the right of stockholders to act by written consent, except to the extent otherwise set forth in the Bylaws. This Proposal is referred to as “Advisory Proposal 3D.”

•        To consider and vote on an amendment to the Current Charter to require the approval of holders of at least a majority of the voting power of the outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class to amend certain provisions of the Amended Charter. This Proposal is referred to as “Advisory Proposal 3E.”

•        To consider and vote on an amendment to the Current Charter to remove the waiver of the corporate opportunity doctrine with respect to the Corporation. This Proposal is referred to as “Advisory Proposal 3F.”

•        To consider and vote upon a proposal to approve the SoundHound AI, Inc. 2022 Incentive Award Plan (the “Incentive Award Plan”), a copy of which is attached to this proxy statement/prospectus/consent solicitation as Annex D, to be effective upon the consummation of the Business Combination. This Proposal is referred to as the “Incentive Plan Proposal” or “Proposal 4.”

•        To consider and vote upon a proposal to approve the SoundHound AI, Inc. 2022 Employee Stock Purchase Plan (the “ESPP”), a copy of which is attached to this proxy statement/prospectus/consent solicitation as Annex E, to be effective upon consummation of the Business Combination. This Proposal is referred to as the “ESPP Proposal” or “Proposal 5.”

•        To consider and vote upon a proposal to approve: (i) for purposes of complying with Nasdaq Listing Rules 5635 (a) and (b), the issuance of more than 20% of the issued and outstanding shares of common stock and the resulting change in control in connection with the Business Combination. This Proposal is referred to as the “Nasdaq Proposal” or “Proposal 6.”

•        To consider and vote upon a proposal to approve the adjournment of the ATSP Special Meeting by the chairman thereof to a later date, if necessary, under certain circumstances, including for the purpose of soliciting additional proxies in favor of the foregoing Proposals, in the event ATSP does not receive the requisite stockholder vote to approve the Proposals. This Proposal is called the “Adjournment Proposal” or “Proposal 7.”

The Business Combination Proposal is conditioned upon the approval of Proposals 2, 4, 5, and 6. Proposals 2, 3, 4, 5, and 6 are dependent upon approval of the Business Combination Proposal. It is important for you to note that, in the event that the Business Combination Proposal is not approved, ATSP will not consummate the Business Combination. If ATSP does not consummate the Business Combination and fails to complete an initial business combination by September 15, 2022, ATSP will be required to dissolve and liquidate, unless we seek stockholder approval to amend our Certificate of Incorporation to extend the date by which the Business Combination may be consummated.

Approval of the Business Combination Proposal, Advisory Proposals, the Incentive Plan Proposal, the ESPP Proposal, the Nasdaq Proposal, and the Adjournment Proposal will each require the affirmative vote of the holders of a majority of the issued and outstanding shares of common stock present in person by virtual attendance or represented by proxy and entitled to vote at the ATSP Special Meeting or any adjournment thereof. Approval of the Charter Amendment Proposal will require the affirmative vote of a majority of the issued and outstanding shares of common stock of ATSP.

As of [•], 2022, there were [•] shares of ATSP common stock issued and outstanding and entitled to vote. Only ATSP stockholders who hold common stock of record as of the close of business on [•], 2022 are entitled to vote at the ATSP Special Meeting or any adjournment of the ATSP Special Meeting. This proxy statement/prospectus/consent solicitation is first being mailed to ATSP stockholders on or about [•], 2022.

Investing in ATSP’s securities involves a high degree of risk.    See “Risk Factors” beginning on page 39 for a discussion of information that should be considered in connection with an investment in ATSP’s securities.

YOUR VOTE IS VERY IMPORTANT. PLEASE VOTE YOUR SHARES PROMPTLY.

Whether or not you plan to participate in the virtual ATSP Special Meeting, please complete, date, sign and return the enclosed proxy card without delay, or submit your proxy through the internet or by telephone as promptly as possible in order to ensure your representation at the ATSP Special Meeting no later than the time appointed for the ATSP Special Meeting or adjourned meeting. Voting by proxy will not prevent you from voting your shares of common stock online if you subsequently choose to participate in the virtual ATSP Special Meeting. Please note, however, that if your shares are held of record by a broker, bank or other agent and you wish to vote at the ATSP Special Meeting, you must obtain a proxy issued in your name from that record. Only stockholders of record at the close of business on the record date may vote at the ATSP Special Meeting or any adjournment or postponement thereof. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not participate in the virtual ATSP Special Meeting, your shares will not be counted for purposes of determining whether a quorum is present at, and the number of votes voted at, the ATSP Special Meeting.

You may revoke a proxy at any time before it is voted at the ATSP Special Meeting by executing and returning a proxy card dated later than the previous one, by participating in the virtual ATSP Special Meeting and casting your vote by hand or by ballot (as applicable) or by submitting a written revocation to [PROXY SOLICITOR], that is received by the proxy solicitor before we take the vote at the ATSP Special Meeting. If you hold your shares through a bank or brokerage firm, you should follow the instructions of your bank or brokerage firm regarding revocation of proxies.

ATSP’s board of directors recommends that ATSP stockholders vote “FOR” approval of each of the Proposals.    When you consider ATSP’s Board of Director’s recommendation of these Proposals, you should keep in mind that ATSP’s directors and officers have interests in the Business Combination that may conflict or differ from your interests as a stockholder. See the section titled “Proposal 1: The Business Combination Proposal — Interests of Certain Persons in the Business Combination.”

On behalf of the ATSP Board of Directors, I thank you for your support and we look forward to the successful consummation of the Business Combination.

IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF EACH OF THE PROPOSALS.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST (I) IF YOU: (A) HOLD PUBLIC SUBUNITS, OR (B) HOLD PUBLIC SUBUNITS THROUGH PUBLIC UNITS AND YOU ELECT TO SEPARATE YOUR PUBLIC UNITS INTO THE UNDERLYING PUBLIC SUBUNITS PRIOR TO EXERCISING YOUR REDEMPTION RIGHTS WITH RESPECT TO THE PUBLIC SUBUNITS; AND (II) PRIOR TO [•] P.M., EASTERN TIME, ON [•], 2022, (A) SUBMIT A WRITTEN REQUEST TO CONTINENTAL THAT ATSP REDEEM YOUR PUBLIC SUBUNITS FOR CASH AND (B) DELIVER YOUR PUBLIC SUBUNITS TO CONTINENTAL, PHYSICALLY OR ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM, IN EACH CASE, IN ACCORDANCE WITH THE PROCEDURES DESCRIBED IN THE PROXY STATEMENT/PROSPECTUS/CONSENT SOLICITATION. IF THE BUSINESS COMBINATION IS NOT CONSUMMATED, THEN THE PUBLIC SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE “THE ATSP SPECIAL MEETING — REDEMPTION RIGHTS” IN THIS PROXY STATEMENT/PROSPECTUS/CONSENT SOLICITATION FOR MORE SPECIFIC INSTRUCTIONS.

SOUNDHOUND , Inc.
5400 Betsy Ross Drive
Santa Clara, CA 95054

NOTICE OF SOLICITATION OF WRITTEN CONSENT

To Stockholders of SoundHound, Inc.:

We are pleased to enclose the proxy statement/prospectus/consent solicitation relating to the proposed merger of ATSPC Merger Sub, Inc., a newly-formed Delaware corporation (“Merger Sub”) and wholly-owned subsidiary of Archimedes Tech SPAC Partners Co., a Delaware corporation (“ATSP”), with and into SoundHound, Inc., a Delaware corporation (“SoundHound”), pursuant to a Merger Agreement, dated as of November 15, 2021 (the “Merger Agreement”), by and among ATSP, Merger Sub, and SoundHound. If (i) the Merger Agreement is adopted and the merger and the other transactions contemplated thereby (collectively, the “Business Combination”) are approved by ATSP’s and SoundHound’s stockholders, and (ii) the Business Combination is subsequently completed, Merger Sub will merge with and into SoundHound with SoundHound surviving the merger as a wholly-owned subsidiary of ATSP, and all shares of SoundHound stock issued and outstanding immediately prior to the effective time of the Business Combination (the “Effective Time”) (other than those properly exercising any applicable dissenters rights under Delaware law) will be converted into the right to receive shares of ATSP common stock. Upon the consummation of the Business Combination, ATSP will change its name to “SoundHound AI, Inc.”

The proxy statement/prospectus/consent solicitation attached to this notice is being delivered to you on behalf of SoundHound’s board of directors to request that holders of the outstanding shares of SoundHound’s Class A common stock (“SoundHound Class A Common Stock”), SoundHound’s Class B common stock, (“SoundHound Class B Common Stock”) (collectively with Class A Common Stock, “SoundHound common stock”) and SoundHound’s Preferred Stock (“SoundHound Preferred Stock”), consisting of (i) SoundHound’s Series A Preferred Stock (“Series A Preferred Stock”), (ii) SoundHound’s Series B Preferred Stock (“Series B Preferred Stock”), (iii) SoundHound’s Series C Preferred Stock (“Series C Preferred Stock”), (iv) SoundHound’s Series C-1 Preferred Stock (“Series C-1 Preferred Stock”), (v) SoundHound’s Series D Preferred Stock (“Series D Preferred Stock”), (vi) SoundHound’s Series D-1 Preferred Stock (“Series D-1 Preferred Stock”), (vii) SoundHound’s Series D-2 Preferred Stock (“Series D-2 Preferred Stock”), and (viii) SoundHound’s Series D-3 Preferred Stock (“Series D-3 Preferred Stock”), as of the record date of [•], 2022 execute and return written consents to adopt and approve the Merger Agreement and the Business Combination and the other transactions contemplated by the Merger Agreement, in all respects.

The attached proxy statement/prospectus/consent solicitation describes the proposed Business Combination and the actions to be taken in connection with the Business Combination and provides additional information about the parties involved. A copy of the Merger Agreement is attached as Annex A to this proxy statement/prospectus/consent solicitation.

A summary of the appraisal rights that may be available to you under Section 262 of the Delaware General Corporation Law (“DGCL”) with respect to the Business Combination is described in “Appraisal Rights”. A copy of Section 262 of the DGCL is attached as Annex F to this proxy statement/prospectus/consent solicitation.

The SoundHound board of directors has considered the Business Combination and the terms of the Merger Agreement and has unanimously determined that the Business Combination and the Merger Agreement are advisable, fair to and in the best interests of SoundHound and its stockholders, and recommends that SoundHound stockholders approve the Merger Agreement and the Business Combination, by submitting a written consent.

Please complete, date and sign the written consent enclosed with this proxy statement/prospectus/consent solicitation and return it promptly to SoundHound by one of the means described in “SoundHound’s Solicitation of Written Consents.”

ABOUT THIS PROXY STATEMENT/PROSPECTUS/CONSENT SOLICITATION

This document, which forms part of a registration statement on Form S-4 filed with the SEC by ATSP, constitutes a prospectus of ATSP under the Securities Act of 1933, as amended (the “Securities Act”), with respect to the shares of common stock of ATSP to be issued to SoundHound’s stockholders pursuant to the Merger Agreement. This document also constitutes a proxy statement of ATSP under Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and a consent solicitation by SoundHound.

You should rely only on the information contained in this proxy statement/prospectus/consent solicitation in deciding how to vote on the Business Combination. Neither ATSP nor SoundHound has authorized anyone to give any information or to make any representations other than those contained in this proxy statement/prospectus/consent solicitation. Do not rely upon any information or representations made outside of this proxy statement/prospectus/consent solicitation. The information contained in this proxy statement/prospectus/consent solicitation may change after the date of this proxy statement/prospectus/consent solicitation. Do not assume after the date of this proxy statement/prospectus/consent solicitation that the information contained in this proxy statement/prospectus/consent solicitation is still correct.

Information contained in this proxy statement/prospectus/consent solicitation regarding ATSP and its business, operations, management and other matters has been provided by ATSP, and information contained in this proxy statement/prospectus/consent solicitation regarding SoundHound and its business, operations, management and other matters has been provided by SoundHound.

This proxy statement/prospectus/consent solicitation does not constitute an offer to sell or a solicitation of an offer to buy any securities, or the solicitation of a proxy or consent, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.

MARKET AND INDUSTRY DATA

Certain information contained in this document relates to or is based on studies, publications, surveys and other data obtained from third-party sources and ATSP’s and SoundHound’s own internal estimates and research. While we believe these third-party sources to be reliable as of the date of this proxy statement/prospectus/consent solicitation, we have not independently verified the market and industry data contained in this proxy statement/prospectus/consent solicitation or the underlying assumptions relied on therein. Finally, while we believe our own internal research is reliable, such research has not been verified by any independent source.

TRADEMARKS

This document contains references to trademarks, trade names and service marks belonging to other entities. Solely for convenience, trademarks, trade names and service marks referred to in this proxy statement/prospectus/consent solicitation may appear without the ® or TM symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. We do not intend our use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies.

TABLE OF CONTENTS

FREQUENTLY USED TERMS

Unless otherwise stated in this proxy statement/prospectus/consent solicitation, the terms, “we,” “us,” “our” or “ATSP” refer to Archimedes Tech SPAC Partners Co., a Delaware corporation. Further, in this document:

•        “Aggregate Exercise Price” means the aggregate dollar amount payable to SoundHound upon the exercise or conversion of all in-the money SoundHound Options and in-the-money SoundHound Warrants that are outstanding immediately prior to the Effective Time or any SoundHound Options or SoundHound Warrants that have been exercised or converted into shares of capital stock of SoundHound between the date of the Merger Agreement and the Closing.

•        “Amended Charter” means the Second Amended & Restated Certificate of Incorporation of ATSP to take effect upon ATSP’s stockholders approving the Second Amended & Restated Certificate of Incorporation, in the form included as Annex B to this proxy statement/prospectus/consent solitictation, as further described in the “Charter Amendment Proposal” and the “Advisory Proposal” sections of this proxy statement/prospectus/consent solicitation.

•        “Amended Bylaws” means the Amended & Restated Bylaws of ATSP to take effect upon ATSP’s stockholders approving the Amended & Restated Bylaws, in the form included as Annex C to this proxy statement/prospectus/consent solitictation, as further described in the “Charter Amendment Proposal” and the “Advisory Proposal” sections of this proxy statement/prospectus/consent solicitation.

•        “A&R Registration Rights Agreement” means the Amended and Restated Registration Rights Agreement to be entered into prior to the Closing by ATSP, certain stockholders of ATSP and certain stockholders of SoundHound who will be affiliates of the Combined Company immediately after the Closing.

•        “ATSP Special Meeting” means the special meeting of the stockholders of ATSP, which will be held at [•] [•].m., Eastern time, on [•], 2022.

•        “Board” means the board of directors of ATSP.

•        “Business Combination” means the merger contemplated by the Merger Agreement.

•        “Certificate of Incorporation” or “Current Charter” means ATSP’s current Amended and Restated Certificate of Incorporation.

•        “Class A Common Stock” means the Class A common stock, $0.0001 par value per share, of the Combined Company following the adoption of the Amended Charter.

•        “Class B Common Stock” means the Class B common stock, $0.0001 par value per share, of the Combined Company, following the adoption of the Amended Charter, which will have the same rights and terms as shares of Class A Common Stock, except that each share of Class B Common Stock will be entitled to a number of votes per share equal to [•] and except that shares of Class B Common Stock may be converted into, or under some circumstances shall be mandatorily converted into, shares of Class A Common Stock.

•        “Class B Provisions” means the provisions contained in the Amended Charter which authorize the issuance of Class B Common Stock with [___] votes per shares and contain the other rights and terms applicable to shares of Class B Common Stock, which Class B Provisions will be included in the Amended Charter only if, prior to the Effective Time, SoundHound has adopted the SoundHound Class B Charter Amendment and the SoundHound Class B Common Stock has been issued to the SoundHound Founders.

•        “Closing” means the consummation of the Business Combination.

•        “Closing Date” means date of the consummation of the Business Combination.

•        “Code” means the Internal Revenue Code of 1986, as amended.

•        “Combined Company” means ATSP after the Business Combination, renamed “SoundHound AI, Inc.”

•        “Company Support Agreements” means the agreements entered into simultaneously with execution of the Merger Agreement pursuant to which certain stockholders of SoundHound, SoundHound and ATSP agreed to vote all of the shares of SoundHound Stock beneficially owned by them in favor of the Business Combination.

•        “Company Preferred Stock Exchange” means the exchange, prior and as a condition to the Closing, of all of the outstanding shares of SoundHound Preferred Stock for shares of SoundHound Common Stock (which shall be shares of SoundHound Class A Common Stock if the SoundHound Class B Charter Amendment has been adopted) at the Conversion Ratio.

•        “common stock” means the shares of common stock, par value $0.0001 per share, of ATSP prior to the Closing, and the Class A Common Stock and Class B Common Stock of the Combined Company following the Closing.

•        “Consideration Spreadsheet” the spreadsheet to be delivered by SoundHound to ATSP at the Closing setting forth, among other things, calculations of the Per Share Merger Consideration Amount, the Conversion Ratio, the Merger Consideration Shares, and the exercise prices and number of shares of Class A Common Stock subject to each Converted Stock Option and Converted Warrant.

•        “Continental” means Continental Stock Transfer & Trust Company, ATSP’s transfer agent.

•        “Conversion Ratio” means an amount equal to (a)(i) the sum of (A) $2,000,000,000, plus (B) the aggregate exercise price of outstanding in-the-money SoundHound Options and outstanding in-the-money SoundHound Warrants, divided by (ii) the number of fully diluted SoundHound shares (including in-the-money SoundHound Options and in-the-money SoundHound Warrants); divided by (b) $10.00.

•        “Converted RSU” means a restricted stock unit of ATSP issued at the Closing in consideration of a SoundHound RSU that is outstanding as of immediately prior to the Effective Time in accordance with the terms of the Merger Agreement.

•        “Converted Stock Option” means an option to purchase shares of Class A Common Stock issued at the Closing in consideration of a SoundHound Option that is outstanding as of immediately prior to the Effective Time and assumed by ATSP in accordance with the terms of the Merger Agreement.

•        “Converted Warrant” means a warrant to purchase shares of Class A Common Stock issued in consideration of a SoundHound Warrant that is outstanding as of immediately prior to the Effective Time that is assumed by the Combined Company at the Closing accordance with the terms of the Merger Agreement.

•        “Effective Time” means the time at which the Business Combination becomes effective.

•        “ESPP” means the SoundHound AI, Inc. 2022 Employee Stock Purchase Plan.

•        “Exchange Act” means the Securities Exchange Act of 1934, as amended.

•        “founder shares” means the 3,325,000 outstanding shares of common stock held by the Sponsor and certain directors of ATSP, sold for an aggregate purchase price of $25,000 on January 4, 2021.

•        “Fully Diluted Company Shares” means the sum of (a) all shares of SoundHound Common Stock outstanding immediately prior to the Effective Time, (b) all shares of SoundHound Preferred Stock, outstanding immediately prior to the Effective Time, on an as-converted to SoundHound Common Stock basis, (c) the aggregate number of Rollover Warrant Shares for in-the-money Company Warrants, (d) the aggregate number of Rollover Option Shares for in-the-money of SoundHound Options, (e) all shares of SoundHound Common Stock and all shares of SoundHound Preferred Stock (on an as converted to of SoundHound Common Stock basis) issuable upon conversion of the issued and outstanding SoundHound Convertible Notes, (f) all SoundHound RSUs that are issued and outstanding immediately prior to the Effective Time, (g) all shares of SoundHound Common Stock and all shares of SoundHound Preferred Stock (on an as converted to SoundHound Common Stock basis) issuable upon conversion, exercise or exchange of any other in-the-money securities of the SoundHound convertible into or exchangeable or exercisable for SoundHound shares and (h) all of shares of common stock in which the restricted stock units and performance stock units described in offer letters between SoundHound and its Chief Financial

Officer and Chief Revenue Officer, respectively, will be denominated, when granted, determined based on the Conversion Ratio, as though such shares were shares of SoundHound Common Stock issued prior to the Closing, in accordance with terms of the Merger Agreement.

•        “GAAP” means accounting principles generally accepted in the United States of America.

•        “HSR Act” means Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

•        “Incentive Award Plan” means the SoundHound AI, Inc. 2022 Incentive Award Plan.

•        “Initial Stockholders” means the Sponsor and other initial holders of common stock and Private Units, excluding the holders of the Representative Shares.

•        “IPO” refers to the initial public offering of 12,000,000 Units of ATSP consummated on March 15, 2021.

•        “IRS” means the United States Internal Revenue Service.

•        “Lock-Up Agreements” means the agreements entered into simultaneously with or following the execution of the Merger Agreement, pursuant to which certain SoundHound Stockholders agreed to certain restrictions on transfer of shares of Class A Common Stock and Class B Common Stock they will receive pursuant to the Business Combination for a period of 180 days after the Closing Date.

•        “Merger Agreement” means that certain Merger Agreement, dated as of November 15, 2021, by and among ATSP, Merger Sub and SoundHound, as it may be amended or supplemented

•        “Merger Consideration Shares” means an aggregate number of shares of ATSP Common Stock equal to the product of (i) the Conversion Ratio, multiplied by (ii) the aggregate number of issued and outstanding shares of SoundHound Common Stock issued and outstanding as of the Closing, treating for such purposes any SoundHound Preferred Stock on an as-converted to SoundHound Class A Common Stock basis.

•        “Merger Sub” means ATSPC Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of ATSP.

•        “Organizational Documents” means organizational or governing documents of an applicable entity.

•        “Parent Support Agreements” means the agreements entered into simultaneously with execution of the Merger Agreement pursuant to which certain stockholders of ATSP, SoundHound and ATSP agreed to vote all of the shares of ATSP stock beneficially owned by them in favor of the Business Combination.

•        “Per Share Merger Consideration Amount” means an amount equal to (a) the sum of (i) $2,000,000,000, plus (ii) the Aggregate Exercise Price, divided by (b) the number of Fully Diluted Company Shares.

•        “PIPE Investment” means the issuance of 11.1 million shares of Class A Common Stock to certain investors for an aggregate purchase price of $111.0 million in a private placement immediately prior to the Closing of the Business Combination.

•        “Private Units” mean the 416,000 Units issued to the Sponsor and EarlyBirdCapital in a private placement.

•        “public stockholders” means holders of Public Subunits.

•        “Public Subunits” means Subunits sold in the IPO as part of the Public Units, whether they were purchased in the IPO or thereafter in the open market.

•        “Public Units” means Units sold in the IPO, whether they were purchased in the IPO or thereafter in the open market.

•        “Representative” or “EarlyBirdCapital” means EarlyBirdCapital, Inc., the representative of the underwriters in the IPO.

•        “Representative Shares” means the 420,000 shares of common stock issued to EarlyBird Capital, the representative of the underwriters in the IPO.

•        “Requisite SoundHound Class B Charter Amendment Stockholders” means the SoundHound Stockholders required to approve the SoundHound Class B Charter Amendment in accordance with the terms of the SoundHound Charter in effect at time that the SoundHound Class B Charter Amendment is presented to the SoundHound Stockholders for approval.

•        “Rollover Option Shares” means the aggregate number of shares of SoundHound Class A Common Stock issuable upon exercise of all Company Options (whether Vested SoundHound Options or Unvested SoundHound Options).

•        “Rollover Warrant Shares” means the aggregate number of shares of SoundHound Preferred Stock (on an as converted to SoundHound Common Stock basis) and, if any, Company Common Stock issuable upon exercise of all SoundHound Warrants outstanding as of immediately prior to the Effective Time.

•        “SCI June 2021 Note” means the Secured Term Promissory Note issued by SoundHound as of June 14, 2020 for the benefit of Structural Capital Investments III, LP.

•        “SEC” means the U.S. Securities and Exchange Commission.

•        “Securities Act” means the Securities Act of 1933, as amended.

•        “SNAP June 2020 Convertible Note” means the Convertible Promissory Note issued by SoundHound as of June 26, 2020, to Yosemite Investment Asset Holdings LLC, as supplemented as of December 15, 2021.

•        “SoundHound” means SoundHound, Inc., a Delaware corporation.

•        “SoundHound Board” means the board of directors of SoundHound.

•        “SoundHound Charter” means the amended and restated certificate of incorporation of SoundHound in effect immediately prior to the Effective Time.

•        “SoundHound Class A Common Stock” means shares of Class A common stock of SoundHound, par value $0.0001 per share.

•        “SoundHound Class B Charter Amendment” means the amendments to the SoundHound Charter that are the subject of the SoundHound Founder Proposal which, upon adoption, subject to approval by the Requisite SoundHound Class B Charter Amendment Stockholders, will create a new class of common stock, the SoundHound Class B Common Stock, which is expected to have rights and terms that are the same as the SoundHound Class A Common Stock, except that the SoundHound Class B Common Stock will entitle the holders thereof to [_____] votes per share on all matters on which stockholders are entitled to vote and except that shares of Class B Common Stock may be converted into, or under some circumstances shall be mandatorily converted into, shares of Class A Common Stock.

•        “SoundHound Class B Common Stock” means shares of Class B common stock of SoundHound, par value $0.0001 per share.

•        “SoundHound Common Stock” means, collectively, shares of SoundHound Class A Common Stock and shares of SoundHound Class B Common Stock.

•        “SoundHound Convertible Notes” means each of the SNAP June 2020 Convertible Note and the SCI June 2021 Note.

•        “SoundHound Founders” means Dr. Keyvan Mohajer, Majid Emami and James Hom.

•        “SoundHound Founder Proposal” means the proposals presented by the SoundHound Founders to the SoundHound Board of Directors and referred to the Special Committee by the SoundHound Founders, proposing that SoundHound adopt the SoundHound Class B Charter Amendment (authorizing the creation of SoundHound Class B Common Stock with the rights and terms set forth in the SoundHound Class B Charter Amendment) and issue to the SoundHound Founder shares of SoundHound Class B Common Stock on a one-for-one basis in exchange for the shares of SoundHound Class A Common Stock currently held by the SoundHound Founders, which proposal is subject to approval by the SoundHound Special Committee, the SoundHound Board, and the SoundHound Stockholders (by at least the Requisite SoundHound Class B Charter Amendment Stockholders).

•        “SoundHound Incentive Award Plan” means the SoundHound 2016 Equity Incentive Award Plan, as amended, including the amendment effective as of September 27, 2021.

•        “SoundHound Options” means the options (vested or unvested) to purchase shares of SoundHound Class A Common Stock that are outstanding under the SoundHound Incentive Award Plan.

•        “SoundHound Option Holder” means holders of SoundHound Options outstanding as of immediately prior to the Effective Time.

•        “SoundHound Preferred Stock” means, collectively, the, (i) the Series A Preferred Stock of SoundHound, par value $0.0001 per share, (ii) the Series B Preferred Stock of SoundHound, par value $0.0001 per share, (iii) the Series C Preferred Stock of SoundHound, par value $0.0001 per share, (iv) the Series C-1 Preferred Stock of SoundHound, par value $0.0001 per share, (v) the Series D Preferred Stock of SoundHound, par value $0.0001 per share (“Series D Preferred Stock”), (vi) the Series D-1 Preferred Stock of SoundHound, par value $0.0001 per share, (vii) the Series D-2 Preferred Stock of SoundHound, par value $0.0001 per share, and (viii) the Series D-3 Preferred Stock of SoundHound, par value $0.0001 per share.

•        “SoundHound RSUs” means the restricted stock units of SoundHound outstanding immediately prior to the Closing.

•        “SoundHound RSU Holders” means the holders of SoundHound RSUs immediately prior to the Effective Time.

•        “SoundHound Securities” means, collectively, the SoundHound Stock, the SoundHound RSUs, the SoundHound Options, the SoundHound Warrants and the SoundHound Convertible Notes.

•        “SoundHound Security Holders” means all of the holders of SoundHound Securities as of immediately prior to the Effective Time.

•        “SoundHound Special Committee” means the special committee of SoundHound’s disinterested independent directors, created in connection with and to consider the SoundHound Founder Proposal.

•        “SoundHound Stock” means the shares of SoundHound Common Stock and SoundHound Preferred Stock immediately prior to the Closing.

•        “SoundHound Stockholders” means the holders of SoundHound Stock immediately prior to the Effective Time.

•        “SoundHound Warrants” means the warrants to purchase shares of SoundHound capital stock immediately prior to the Closing.

•        “SoundHound Warrant Holders” means the holders of SoundHound Warrants as of immediately prior to the Effective Time.

•        “Sponsor” means Archimedes Tech SPAC Sponsors LLC., a Delaware limited liability company.

•        “Subscription Agreements” means the Subscription Agreements with investors (the “PIPE Investors”) subscribing to participate in the PIPE Investment.

•        “Subunits” means the subunits issued as part of the Units, each consisting of one share of common stock and one-quarter of one redeemable Warrant.

•        “Trust Account” means ATSP’s trust account maintained by Continental.

•        “Units” means the units of ATSP, each consisting of one Subunit and one-quarter of one redeemable Warrant.

•        “Unvested SoundHound Option” means a SoundHound Option that is outstanding and unvested as of immediately prior to the Effective Time.

•        “Vested SoundHound Option” means a SoundHound Option that is outstanding and vested as of immediately prior to the Effective Time.

•        “Warrants” refer to the redeemable warrants that entitle the holder thereof to purchase one share of common stock at a price of $11.50 per share (subject to adjustment)

Share Calculations and Ownership Percentages

Unless otherwise specified (including in the sections entitled “Unaudited Pro Forma Condensed Combined Financial Information” and “Beneficial Ownership of Securities”), the share calculations and ownership percentages set forth in this proxy statement/prospectus/consent solicitation statement with respect to ATSP’s stockholders following the Business Combination are for illustrative purposes only and assume the following (certain capitalized terms below are defined elsewhere in this proxy statement/prospectus/consent solicitation):

1.      No public stockholders exercise their redemption rights in connection with the Closing of the Business Combination, and the balance of the Trust Account as of the Closing is the same as its balance on [_____], 2021 of approximately $[____] million. Please see the section entitled “Meeting — redemption rights.”

2.      There are no transfers by the Sponsor of ATSP securities held by the Sponsor on or prior to the Closing Date.

3.      No holders of ATSP Warrants exercise any of the outstanding ATSP Warrants and that, in the event of redemptions of ATSP Subunits in connection with the Closing, for each ATSP Subunit redeemed, the one-quarter warrant included in such redeemed ATSP Subunit is forfeited.

4.      The PIPE Investment is consummated in accordance with the terms of the Subscription Agreements, with ATSP issuing $111.0 million shares of Class A Common Stock to the PIPE Investors at $10.00 per share. Please see the section entitled “Proposal 1: The Business Combination Proposal — Related Agreements — Subscription Agreements; Lock-up Agreements.”

5.      Other than the PIPE Investment, there are no other issuances of equity securities of ATSP prior to or in connection with the Closing.

6.      That none of the SoundHound Stockholders exercises appraisal rights in connection with the Closing.

7.      That, unless otherwise noted or as described in items (8)-(13) below, that for all purposes other than as described in item (10) below, the number of outstanding shares and equity-linked securities of each of ATSP and SoundHound is the same as the number of outstanding shares and equity-linked securities of ATSP and SoundHound, respectively, as of September 30, 2021.

8.      That none of the SoundHound Options or SoundHound Warrants that are outstanding as of September 30, 2021 are exercised prior to the Closing and that, as of September 30, 2021, SoundHound has no outstanding restricted stock units (RSUs).

9.      That each SoundHound Convertible Note remains outstanding as of the Effective Time, other than the SNAP June 2020 Convertible Note, which, at the Closing, will be converted into shares of ATSP Class A Common Stock in accordance with its terms and interest earned on which is computed, for purposes of this proxy statement/prospectus/consent solicitation, as of September 30, 2021.

10.    That, for purposes of determining the number of Fully Diluted Company Shares, Aggregate Exercise Price and Conversion Ratio, the SoundHound Options and SoundHound RSUs that may be issued to by SoundHound prior to the Closing, as agreed in the Merger Agreement and schedules thereto, have been issued.

11.    That, unless otherwise noted, that ATSP has effected an amendment to the ATSP Warrant Agreement in order for the ATSP Private Warrants to be accounted for as equity, rather than liabilities, under U.S. GAAP.

12.    Unless otherwise noted, or as noted as a contingency subject to approval, that SoundHound has adopted the SoundHound Class B Charter Amendment and issued shares of SoundHound Class B Common Stock to the SoundHound Founders, who, at the Closing of the proposed Business Combination, will receive shares of Class B Common Stock of the Combined Company with rights and terms substantially equivalent to the rights and terms of the SoundHound Class B Common Stock, as set forth in the Class B Provisions contained in the Amended Charter.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus/consent solicitation contains forward-looking statements, including statements about the parties’ ability to close the Business Combination, the anticipated benefits of the Business Combination, and the financial condition, results of operations, earnings outlook and prospects of ATSP and/or SoundHound and may include statements for the period following the consummation of the Business Combination. Forward-looking statements appear in a number of places in this proxy statement/prospectus/consent solicitation including, without limitation, in the sections titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of SoundHound” and “Business of SoundHound.” In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Forward-looking statements are typically identified by words such as “plan,” “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project,” “continue,” “could,” “may,” “might,” “possible,” “potential,” “predict,” “should,” “would” and other similar words and expressions, but the absence of these words does not mean that a statement is not forward-looking.

The forward-looking statements are based on the current expectations of the management of ATSP and SoundHound as applicable and are inherently subject to uncertainties and changes in circumstances and their potential effects and speak only as of the date of such statement. There can be no assurance that future developments will be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described in “Risk Factors,” those discussed and identified in public filings made with the SEC by ATSP and the following:

•        actual results may vary from expectations regarding SoundHound and SoundHound’s ability to meet expectations related to its products, technologies and services and its ability to attract and retain revenue-generating customers and execute on its growth plans;

•        SoundHound has a history of losses and may not achieve or maintain profitability in the future;

•        SoundHound’s ability to manage a complex set of marketing relationships and realize projected revenues from subscriptions, advertisements and service contracts;

•        SoundHound faces significant competition and expects to face increasing competition in many aspects of its business, which could cause its operating results to suffer;

•        the voice AI market is a relatively new and emerging market and it is uncertain whether voice AI technology will continue to be successfully integrated with other products and technologies or will gain widespread acceptance;

•        the inability of the parties to successfully or timely consummate the Business Combination, including the risk that any required regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect SoundHound or the expected benefits of the Business Combination, if not obtained;

•        the failure to realize the anticipated benefits of the Business Combination;

•        the ability of ATSP prior to the Business Combination, and the Combined Company following the Business Combination, to maintain the listing of ATSP’s securities on Nasdaq;

•        costs related to the Business Combination;

•        the failure to satisfy the conditions to the consummation of the Business Combination, including the approval of the definitive Merger Agreement by the stockholders of ATSP and the requirement, waivable by SoundHound, following any redemptions by ATSP’s public stockholders, ATSP have cash or cash equivalents equal to the aggregate subscriptions by investors in the PIPE Investment;

•        the inability to consummate the PIPE Investment;

•        the risk of actual or alleged failure to comply with data privacy laws and regulations;

•        the outcome of any legal proceedings that may be instituted against ATSP or SoundHound related to the Business Combination;

•        competition from larger technology companies that have greater resources, technology, relationships and/or expertise;

•        the attraction and retention of qualified directors, officers, employees and key personnel of ATSP and SoundHound prior to the Business Combination, and the Combined Company following the Business Combination;

•        the impact from future regulatory, judicial, and legislative changes in SoundHound’s industry;

•        the uncertain effects of the COVID-19 pandemic; and

•        those factors set forth in documents of ATSP filed, or to be filed, with SEC.

Should one or more of these risks or uncertainties materialize or should any of the assumptions made by the management of ATSP and SoundHound prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements.

All subsequent written and oral forward-looking statements concerning the Business Combination or other matters addressed in this proxy statement/prospectus/consent solicitation and attributable to ATSP, SoundHound or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this proxy statement/prospectus/consent solicitation. Except to the extent required by applicable law or regulation, ATSP and SoundHound undertake no obligation to update these forward-looking statements to reflect events or circumstances after the date of this proxy statement/prospectus/consent solicitation or to reflect the occurrence of unanticipated events.

SOUNDHOUND’S SOLICITATION OF WRITTEN CONSENTS

Consent Solicitation

The SoundHound board of directors is providing these consent solicitation materials. SoundHound stockholders are being asked to approve the Business Combination and adopt and approve the Merger Agreement and the transactions contemplated thereby (“SoundHound Business Combination Proposal”) by executing and delivering the written consent furnished with this proxy statement/prospectus/consent solicitation.

SoundHound Stockholders Entitled to Consent

Only SoundHound stockholders of record as of the close of business on [            ], 2022, the SoundHound record date, will be entitled to execute and deliver a written consent. As of the close of the SoundHound record date, there were [12,210,825] shares of SoundHound Common Stock outstanding (consisting, if the SoundHound Class B Charter Amendment has been adopted, of [_________] outstanding shares of Class A common stock and [____] outstanding shares of Class B common stock)] and [19,132,387] shares of SoundHound preferred stock outstanding, consisting of, (i) [3,438,670] shares of Series A preferred stock, (ii) [6,065,646] shared of Series B preferred stock, (iii) [907,481] shares of Series C preferred stock, (iv) [798,399] shares of Series C-1 preferred stock, (v) [3,646,050] shares of Series D preferred stock, (vi) [3,646,050] shares of Series D-1 preferred stock, (vii) [1,515,151] shares of Series D-2 preferred stock and (viii) [1,245,838] shares of Series D-3 preferred stock, in each case entitled to execute and deliver written consents with respect to the SoundHound Business Combination Proposal. Each holder of SoundHound Common Stock and SoundHound preferred stock is entitled to one vote for each share of SoundHound Common Stock held as of the SoundHound record date; and, if the SoundHound Class B Charter Amendment has been adopted, each share of SoundHound Common Stock shall have been renamed a share of SoundHound Class A Common Stock and each holder of SoundHound Class A Common Stock shall be entitled to one vote per share of SoundHound Class A Common Stock and each holder of SoundHound Class B Common Stock is entitled to [•] votes for each share of SoundHound Class B Common Stock held as of the SoundHound record date. Each holder of SoundHound preferred stock is entitled to the number of votes equal to the number of shares of SoundHound Common Stock into which the shares of SoundHound preferred stock held by such holder could be converted as of the SoundHound record date. The holders of SoundHound Common Stock will vote as a separate class, the holders of SoundHound preferred stock will vote together as a single class on an as-converted to common (or Class A Common Stock, as applicable) basis. Each holder of SoundHound preferred stock is entitled to the number of shares of SoundHound Common Stock (or SoundHound Class A Common Stock, if the SoundHound Charter Amendment has been adopted) into which the shares of SoundHound preferred stock held by such holder could be converted as of the SoundHound record date.

Submission of Written Consents

You may consent to the proposals with respect to your shares by completing and signing the written consent furnished with this proxy statement/prospectus/consent solicitation and returning it to SoundHound on or before [            ], 2022, the date the SoundHound board has set as the targeted final date for receipt of written consents. SoundHound reserves the right to extend the final date for receipt of written consents beyond [            ], 2022 in the event that consents approving the SoundHound Business Combination Proposal have not been obtained by that date from holders of a sufficient number of shares of SoundHound common stock and SoundHound preferred stock to satisfy the conditions to the Business Combination. Any such extension may be made without notice to stockholders. Once all conditions to the Business Combination have been satisfied or waived, the consent solicitation will conclude.

If you hold shares of SoundHound common stock or preferred voting stock as of the SoundHound record date and you wish to give your written consent, you must fill out the enclosed written consent, date and sign it, and promptly return it to SoundHound. Once you have completed, dated and signed the written consent, you may deliver it to SoundHound by [            ].

Executing Written Consents; Revocation of Written Consents

You may execute a written consent to approve the Business Combination Proposal (which is equivalent to a vote for the proposal) or disapprove each proposal (which is equivalent to a vote against the proposal). If you do not return your written consent, it will have the same effect as a vote against the proposals. If you are a record holder and you

return a signed written consent without indicating your decision on a proposal, you will have given your consent to approve the Business Combination and adopt and approve the Merger Agreement and the Transactions contemplated thereby.

Your consent to a proposal may be changed or revoked at any time before the consents of a sufficient number of shares to approve and adopt such proposal have been filed with SoundHound’s corporate secretary. If you wish to change or revoke a previously given consent before that time, you may do so by delivering a notice of revocation to the Secretary of SoundHound or by delivering a new written consent with a later date.

Solicitation of Written Consents; Expenses

The expense of preparing, printing and mailing these consent solicitation materials is being borne by ATSP. Officers and employees of SoundHound may solicit consents by telephone and personally, in addition to solicitation by mail. These persons will receive their regular salaries but no special compensation for soliciting consents.

Recommendation of the SoundHound Board

THE SOUNDHOUND BOARD RECOMMENDS THAT SOUNDHOUND STOCKHOLDERS APPROVE THE MERGER AND ADOPT AND APPROVE THE MERGER AGREEMENT AND THE TRANSACTIONS CONTEMPLATED THEREBY BY EXECUTING AND DELIVERING THE WRITTEN CONSENT FURNISHED WITH THIS PROXY STATEMENT/PROSPECTUS/CONSENT SOLICITATION. The SoundHound Board believes the merger consideration to SoundHound stockholders is fair, advisable and in the best interests of SoundHound and its stockholders. The management of SoundHound and the SoundHound board, after careful study and evaluation of the economic, financial, legal and other factors, also believe the Merger could provide ATSP with increased opportunity for profitable expansion of its business, which in turn should benefit SoundHound stockholders who become stockholders of ATSP.

Company Stockholder Support Agreement

Simultaneously with the execution of the Merger Agreement, SoundHound, ATSP and certain stockholders of SoundHound entered into support agreements (“Company Support Agreement”) pursuant to which stockholders of SoundHound holding, in the aggregate, approximately 50.98% of SoundHound’s outstanding capital stock representing approximately 50.98% of the total number of SoundHound shares entitled to vote on the proposals described herein that are applicable to stockholders of SoundHound agreed, among other things, to vote all of the shares of SoundHound stock beneficially owned by them in favor of the Merger Agreement and related transactions and to take certain other actions in support of the Merger Agreement and related transactions and approve other matters submitted to SoundHound stockholders for their approval.

QUESTIONS AND ANSWERS ABOUT THE PROPOSALS

The following are answers to some questions that you, as a stockholder of ATSP, may have regarding the Proposals being considered at the ATSP Special Meeting. We urge you to read carefully the remainder of this proxy statement/prospectus/consent solicitation because the information in this section does not provide all the information that might be important to you with respect to the Proposals and the other matters being considered at the ATSP Special Meeting. Additional important information is also contained in the annexes to and the documents incorporated by reference into this proxy statement/prospectus/consent solicitation.

Q:     What is the purpose of this document?

A:     ATSP, Merger Sub, and SoundHound, have agreed to the Business Combination under the terms of the Merger Agreement, which is attached to this proxy statement/prospectus/consent solicitation as Annex A, and is incorporated into this proxy statement/prospectus/consent solicitation by reference. The Board is soliciting your proxy to vote for the Business Combination and other Proposals at the ATSP Special Meeting because you owned common stock at the close of business on [•], 2022, the “Record Date” for the ATSP Special Meeting, and are therefore entitled to vote at the ATSP Special Meeting. This proxy statement/prospectus/consent solicitation summarizes the information that you need to know in order to cast your vote.

Q:     What is being voted on?

A:     Below are the Proposals that the ATSP stockholders are being asked to vote on:

•        Proposal 1 — The Business Combination Proposal to approve the Merger Agreement and the Business Combination.

•        Proposal 2 — The Charter Amendment Proposal to approve the Second Amended and Restated Certificate of Incorporation (the “Amended Charter”) attached to this proxy statement/prospectus/consent solicitation as Annex B.

•        Proposal 3 — The Advisory Proposals to approve and adopt, on a non-binding advisory basis, a proposal to approve certain differences in the governance provisions set forth in the Amended Charter, as compared to our Current Charter, being presented as six separate sub-proposals.

(A)    Advisory Proposal 3A — provides for an increase in the total number of authorized shares of capital stock to (i) [____] million shares of common stock, par value $[____] per share, which, if the Class B Provisions are incorporated in the Amended Charter, shall be designated as [___] million shares of Class A common stock, par value $[___] per share (“Class A Common Stock”), (ii) if the Class B Provisions are incorporated in the Amended Charter, [____] million shares of Class B common stock, par value $[___] per share (“Class B Common Stock”), and (iii) [____] million shares of preferred stock, par value $[___] per share.

(B)    Advisory Proposal 3B — which shall apply only if the Class B Provisions are included in the Amended Charter, provides for a dual class common stock structure in which holders of Class A Common Stock will be entitled to one vote per share and holders of Class B Common Stock will be entitled to [___] votes per share on all matters properly submitted to the Combined Company’s stockholders entitled to vote thereon, which amendment shall only take effect if, prior to the Effective Time, the SoundHound Class B Charter Amendment has been adopted prior to the Effective Time and SoundHound has issued shares of SoundHound Class B Common Stock to the SoundHound Founders pursuant thereto.

(C)    Advisory Proposal 3C — provides for the removal of the right of the stockholders to call a special stockholder meeting.

(D)    Advisory Proposal 3D — provides for the right of the ATSP stockholders to act by written consent except to the extent otherwise provided in our bylaws.

(E)    Advisory Proposal 3E — provides for the requirement of the approval of holders of at least a majority of the voting power of the outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class to amend certain provisions of the Amended Charter.

(F)    Advisory Proposal 3F — provides for the removal of the waiver of the corporate opportunity doctrine with respect to the Corporation.

•        Proposal 4 — The Incentive Plan Proposal to approve the Incentive Award Plan.

•        Proposal 5 — The ESPP Proposal to approve the ESPP.

•        Proposal 6 — The Nasdaq Proposal to approve the issuance of more than 20% of the issued and outstanding shares of common stock in connection with (i) the terms of the Merger Agreement, which will result in a change of control, as required by Nasdaq Listing Rule 5635(a) and (b).

•        Proposal 7 — The Adjournment Proposal to approve the adjournment of the ATSP Special Meeting.

Q:     What vote is required to approve the Proposals?

A:     Proposal 1 — The Business Combination Proposal requires the affirmative vote of the majority of the issued and outstanding shares of common stock present by virtual attendance or represented by proxy and entitled to vote at the ATSP Special Meeting. An abstention will have the effect of a vote “AGAINST” Proposal 1. Broker non-votes will have no effect on the vote for Proposal 1.

Proposal 2 — The Charter Amendment Proposal requires the affirmative vote of the majority of the issued and outstanding shares of common stock. Abstentions and broker non-votes will have the effect of a vote “AGAINST” Proposal 2.

Proposal 3 — The Advisory Proposals, being presented as six separate sub-proposals (Proposals 3A–3F), require the affirmative vote of the majority of the issued and outstanding shares of common stock present in person by virtual attendance or represented by proxy and entitled to vote. Abstentions will have the effect of a vote “AGAINST” Proposals 3A–FE. Broker non-votes will have no effect on the vote for Proposals 3A–3F.

Proposal 4 — The Incentive Plan Proposal requires the affirmative vote of the majority of the issued and outstanding shares of common stock present in person by virtual attendance or represented by proxy and entitled to vote. Abstentions will have the effect of a vote “AGAINST” Proposal 6. Broker non-votes will have no effect on the vote for Proposal 4.

Proposal 5 — The ESPP Proposal requires the affirmative vote of the majority of the issued and outstanding shares of common stock present in person or by virtual attendance or represented by proxy and entitled to vote. Abstentions will have the effect of a vote “AGAINST” Proposal 5. Broker non-votes will have no effect on the vote for Proposal 5.

Proposal 6 — The Nasdaq Proposal requires the affirmative vote of the majority of the issued and outstanding shares of common stock present by virtual attendance or represented by proxy and entitled to vote at the ATSP Special Meeting. Abstentions will have the effect of a vote “AGAINST” Proposal 6. Broker non-votes will have no effect on the vote for Proposal 6.

Proposal 7 — The Adjournment Proposal requires the affirmative vote of the majority of the issued and outstanding shares of common stock present in person by virtual attendance or represented by proxy and entitled to vote at the ATSP Special Meeting. Abstentions will have the effect of a vote “AGAINST” Proposal 7. Broker-non votes have no effect on the vote for Proposal 7.

Q:     Are any of the Proposals conditioned on one another?

A:     The Business Combination Proposal is conditioned upon the approval of Proposals 2, 4, 5, and 6. Proposals 2, 3, 4, 5, and 6 are dependent upon approval of the Business Combination Proposal. It is important for you to note that in the event that the Business Combination Proposal is not approved, ATSP will not consummate the Business Combination. If ATSP does not consummate the Business Combination and fails

to complete an initial business combination by September 15, 2022, ATSP will be required to dissolve and liquidate, unless we seek stockholder approval to amend our Certificate of Incorporation to extend the date by which the Business Combination may be consummated.

Q:     What will happen in the Business Combination?

A:     At the Closing of the Business Combination, Merger Sub will merge with and into SoundHound, with SoundHound surviving such merger as the surviving entity. Upon consummation of the Business Combination, SoundHound will become a wholly-owned subsidiary of ATSP. In connection with the Business Combination, the cash held in the Trust Account after giving effect to any redemption of shares by ATSP’s public stockholders and the proceeds from the PIPE Investment will be used to pay certain fees and expenses in connection with the Business Combination, and for working capital and general corporate purposes. A copy of the Merger Agreement is attached to this proxy statement/prospectus/consent solicitation as Annex A.

Q:     How will the Initial Stockholders vote?

A:     Pursuant to a letter agreement, the Initial Stockholders agreed to vote their respective shares of common stock acquired by them prior to the IPO and any shares of common stock purchased by them in the open market after the IPO in favor of the Business Combination Proposal and related proposals (“Letter Agreement”). In addition, in connection with the execution of the Merger Agreement, the Initial Stockholders entered into the Parent Support Agreement with SoundHound pursuant to which they agreed to vote all shares of common stock beneficially owned by them in favor of the Business Combination Proposal. As of [•], 2022, a total of [•] shares of common stock or approximately [•]% of the outstanding shares were subject to the Letter Agreement and the Parent Support Agreement. As a result, only [•] shares of common stock held by the public stockholders will need to be present in person by virtual attendance or by proxy to satisfy the quorum requirement for the ATSP Special Meeting. In addition, as the vote to approve the Business Combination Proposal is a majority of the then outstanding shares of common stock present and entitled to vote at the ATSP Special Meeting, assuming only the minimum number of shares of common stock to constitute a quorum is present, only [•] shares of common stock or approximately [•]% of the outstanding shares of the common stock held by the public stockholders must vote in favor of the Business Combination Proposal for it to be approved.

Q:     How many votes do I and others have?

A:     You are entitled to one vote for each share of common stock that you held as of the Record Date. As of the close of business on the Record Date, there were [•] outstanding shares of common stock.

Q:     What is the consideration being paid to SoundHound security holders?

A:     Subject to the terms of the Merger Agreement and customary adjustments set forth therein, the consideration to be delivered to SoundHound Security Holders in connection with the Business Combination will consist of newly issued shares of common stock of the Combined Company which, if the Amended Charter includes the Class B Provisions, will consist of Class A Common Stock and Class B Common Stock, with the per share consideration to be received by SoundHound Stockholders to be determined, as of immediately prior to the Effective Time, based upon the sum of $2,000,000,000 plus the Aggregate Exercise Price, divided by the number of Fully Diluted Company Shares (the “Per Share Merger Consideration Amount”).

The number of newly-issued shares of common stock of the Combined Company (which, if the Amended Charter includes the Class B Provisions, will consist of Class A Common Stock and Class B Common Stock) that each holder of SoundHound common stock will receive as a result of the Business Combination will be equal to the Per Share Merger Consideration Amount divided by $10.00 (the “Conversion Ratio”).

Pursuant to the Merger Agreement, prior to the Effective Time, holders of all outstanding shares of SoundHound Preferred Stock will have exchanged or converted their SoundHound Preferred Stock into SoundHound Common Stock pursuant to the SoundHound Preferred Stock Exchange at the Conversion Ratio. At the Closing, the SoundHound Stockholders will receive the Merger Consideration Shares. SoundHound Stockholders that have validly exercised appraisal rights pursuant to Section 262 of the DGCL (“Dissenting Stockholders”)

with respect to shares of SoundHound Stock (“Dissenting Shares”) shall not be entitled to receive any portion of the Merger Consideration Shares with respect to the Dissenting Shares, unless and until such Dissenting Stockholder has effectively withdrawn or lost such dissenting stockholder’s appraisal rights under the DGCL.

At the Closing, SoundHound Options issued pursuant to the SoundHound Incentive Award Plan that are outstanding as of the Closing will be assumed by and converted, subject to adjustments, into options exercisable for shares of newly-issued Class A Common Stock. SoundHound Warrants that are outstanding as of the Closing will be assumed and converted, subject to adjustments, into warrants exercisable for newly-issued Class A Common Stock. Outstanding SoundHound RSUs will be converted into restricted stock units issued by ATSP, subject to adjustments, such that holders of SoundHound RSUs will receive the same consideration that they would have received had such SoundHound RSUs been converted into SoundHound Common Stock immediately prior to the Effective Time.

Q:     Do any of ATSP’s directors or officers have interests that may conflict with my interests with respect to the Business Combination?

A:     In considering the recommendation of the Board to approve the Merger Agreement, ATSP stockholders should be aware that certain ATSP executive officers and directors may be deemed to have interests in the Business Combination that are different from, or in addition to, those of ATSP stockholders generally. These interests, which may create actual or potential conflicts of interest, are, to the extent material, described in the section entitled “Proposal 1 — The Business Combination Proposal — Interests of Certain Persons in the Business Combination” beginning on page 97.

Q:     Are there any arrangements to help ensure that ATSP will have sufficient funds, together with the proceeds in its Trust Account, to fund the consideration?

A:     Yes. ATSP entered into subscription agreements, dated as of November 15, 2021, with the PIPE Investment investors pursuant to which, among other things, ATSP agreed to issue and sell, in a private placement to close immediately prior to the Closing of the Business Combination, an aggregate of 11,100,000 shares of our common stock for $10.00 per share for a total of $111,000,000. To the extent not utilized to consummate the Business Combination, the proceeds from the Trust Account will be used for general corporate purposes, including, but not limited to, working capital for operations, capital expenditures and future acquisitions. ATSP will agree that it (or its successor) will file with the SEC a registration statement registering the resale of the shares purchased in the PIPE Investment and use its commercially reasonable efforts to have the registration statement declared effective as soon as practicable.

Q:     When and where is the ATSP Special Meeting?

A:     The ATSP Special Meeting will take place at [•], on [•], 2022, at [•] a.m.

Q:     Who may vote at the ATSP Special Meeting?

A:     Only holders of record of common stock as of the close of business on [•], 2022 may vote at the ATSP Special Meeting of stockholders. As of [•], there were [•] shares of common stock outstanding and entitled to vote. Please see “The ATSP Special Meeting — Record Date; Who is Entitled to Vote” for further information.

Q:     What is the quorum requirement for the ATSP Special Meeting?

A:     Stockholders representing a majority of the shares of common stock issued and outstanding as of the Record Date and entitled to vote at the ATSP Special Meeting must be present in person by virtual attendance or represented by proxy in order to hold the ATSP Special Meeting and conduct business. This is called a quorum. Shares of our common stock will be counted for purposes of determining if there is a quorum if the stockholder (i) is present and entitled to vote at the meeting, or (ii) has properly submitted a proxy card or voting instructions through a broker, bank or custodian. In the absence of a quorum, stockholders representing a majority of the votes present in person or represented by proxy at such meeting may adjourn the meeting until a quorum is present.

Q:     Am I required to vote against the Business Combination Proposal in order to have my Public Subunits redeemed?

A:     No. You are not required to vote against the Business Combination Proposal in order to have the right to demand that ATSP redeem your Public Subunits for cash equal to your pro rata share of the aggregate amount then on deposit in the Trust Account (before payment of deferred underwriting commissions and including interest earned on their pro rata portion of the Trust Account, net of taxes payable). These rights to demand redemption of Public Subunits for cash are sometimes referred to herein as “redemption rights”. If the Business Combination is not completed, holders of Public Subunits electing to exercise their redemption rights will not be entitled to receive such payments and their shares of common stock will be returned to them.

Q:     How do I exercise my redemption rights?

A:     If you are a public stockholder and you seek to have your Public Subunits redeemed, you must (i) demand, no later than [•] p.m., Eastern Time on [•], 2022 (at least two business days before the ATSP Special Meeting), that ATSP redeem your shares into cash; and (ii) submit your request in writing to Continental, at the address listed at the end of this section and deliver your shares to Continental physically or electronically using The Depository Trust Company’s (“DTC”) DWAC (Deposit/Withdrawal at Custodian) System at least two business days before the ATSP Special Meeting.

Any corrected or changed written demand of redemption rights must be received by Continental two business days before the ATSP Special Meeting. No demand for redemption will be honored unless the holder’s shares have been delivered (either physically or electronically) to Continental at least two business days before the ATSP Special Meeting.

ATSP stockholders may seek to have their Public Subunits redeemed regardless of whether they vote for or against the Business Combination and whether or not they are holders of common stock as of the Record Date. Any public stockholder who holds shares of common stock on or before [•], 2022 (two business days before the ATSP Special Meeting) will have the right to demand that his, her or its shares be redeemed for a pro rata share of the aggregate amount then on deposit in the Trust Account, less any taxes then due but not yet paid, at the consummation of the Business Combination.

The actual per share redemption price will be equal to the aggregate amount then on deposit in the Trust Account (before payment of deferred underwriting commissions and including interest earned on their pro rata portion of the Trust Account, net of taxes payable), divided by the number of shares of common stock underlying the ATSP Units sold in the IPO. Public stockholders who redeem their ATSP Subunits into their share of the Trust Account still have the right to continue to hold any Warrants they hold outside of such Subunit, including the one-quarter of one Warrant included in the SPAC Units, but will forfeit, without the receipt of any additional consideration, the one-quarter of the Warrant included in the Subunit. Please see the section titled “The ATSP Special Meeting — Redemption Rights” for the procedures to be followed if you wish to redeem your shares of common stock for cash.

Q:     What are the U.S. federal income tax consequences of exercising my redemption rights?

A:     In the event that a U.S. Holder elects to redeem its common stock for cash, the treatment of the transaction for U.S. federal income tax purposes will depend on whether the redemption qualifies as a sale or exchange of common stock under Section 302 of the Code or is treated as a distribution under Section 301 of the Code. Whether the redemption qualifies as a sale or exchange or is treated as a distribution will depend on the facts and circumstances of each particular U.S. Holder at the time such holder exercises his, her, or its redemption rights. If the redemption qualifies as a sale or exchange of the common stock, the U.S. Holder will be treated as recognizing capital gain or loss equal to the difference between the amount realized on the redemption and such U.S. Holder’s adjusted tax basis in the common stock surrendered in such redemption transaction. Any such capital gain or loss generally will be long-term capital gain or loss if the U.S. Holder’s holding period for the common stock redeemed exceeds one year. The deductibility of capital losses is subject to limitations. See “Material U.S. Federal Income Tax Consequences — Certain Material U.S. Federal Income Tax Consequences of Exercising Redemption Rights” for a more detailed discussion of the U.S. federal income tax consequences of a holder electing to redeem its common stock for cash.

Q:     What do I need to do now?

A:     You are urged to read carefully and consider the information contained in this proxy statement/prospectus/consent solicitation, including the annexes, and to consider how the Business Combination will affect you as a stockholder. You should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus/consent solicitation and on the enclosed proxy card or, if you hold your shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee.

Q:     How can I vote?

A:     If you are a stockholder of record, you may vote online at the virtual ATSP Special Meeting or vote by proxy using the enclosed proxy card, the Internet or telephone. Whether or not you plan to participate in the ATSP Special Meeting, we urge you to vote by proxy to ensure your vote is counted. Even if you have already voted by proxy, you may still attend the virtual ATSP Special Meeting and vote online, if you choose.

To vote online at the virtual ATSP Special Meeting, follow the instructions below under “How may I participate in the virtual ATSP Special Meeting?”

To vote using the proxy card, please complete, sign and date the proxy card and return it in the prepaid envelope. If you return your signed proxy card before the ATSP Special Meeting, we will vote your shares as you direct.

To vote via the telephone, you can vote by calling the telephone number on your proxy card. Please have your proxy card handy when you call. Easy-to-follow voice prompts will allow you to vote your shares and confirm that your instructions have been properly recorded.

To vote via the Internet, please go to [•] and follow the instructions. Please have your proxy card handy when you go to the website. As with telephone voting, you can confirm that your instructions have been properly recorded.

Telephone and Internet voting facilities for stockholders of record will be available 24 hours a day until 11:59 p.m. Eastern Time on [•], 2022. After that, telephone and Internet voting will be closed, and if you want to vote your shares, you will either need to ensure that your proxy card is received before the date of the ATSP Special Meeting or attend the virtual ATSP Special Meeting to vote your shares online.

If your shares are registered in the name of your broker, bank or other agent, you are the “beneficial owner” of those shares and those shares are considered as held in “street name.” If you are a beneficial owner of shares registered in the name of your broker, bank or other agent, you should have received a proxy card and voting instructions with these proxy materials from that organization rather than directly from us. Simply complete and mail the proxy card to ensure that your vote is counted. You may be eligible to vote your shares electronically over the Internet or by telephone. A large number of banks and brokerage firms offer Internet and telephone voting. If your bank or brokerage firm does not offer Internet or telephone voting information, please complete and return your proxy card in the self-addressed, postage-paid envelope provided.

If you plan to vote at the virtual ATSP Special Meeting, you will need to contact Continental at the phone number or email below to receive a control number and you must obtain a legal proxy from your broker, bank or other nominee reflecting the number of shares of common stock you held as of the Record Date, your name and email address. You must contact Continental for specific instructions on how to receive the control number. Please allow up to 48 hours prior to the ATSP Special Meeting for processing your control number.

After obtaining a valid legal proxy from your broker, bank or other agent, to then register to attend the ATSP Special Meeting, you must submit proof of your legal proxy reflecting the number of your shares along with your name and email address to Continental. Requests for registration should be directed to 917-[•]-[•] or email [email protected]. Requests for registration must be received no later than [•] p.m., Eastern Time, on [•], 2022.

You will receive a confirmation of your registration by email after we receive your registration materials. We encourage you to access the ATSP Special Meeting prior to the start time leaving ample time for the check in.

Q:     How may I participate in the virtual ATSP Special Meeting?

A.     If you are a stockholder of record as of the Record Date for the ATSP Special Meeting, you should receive a proxy card from Continental, containing instructions on how to attend the virtual ATSP Special Meeting including the URL address, along with your control number. You will need your control number for access. If you do not have your control number, contact Continental at 917-[•]-[•] or email [email protected].

You can pre-register to attend the virtual ATSP Special Meeting starting on [•], 2022. Go to http://[•], enter the control number found on your proxy card you previously received, as well as your name and email address. Once you pre-register you can vote [or enter questions in the chat box]. At the start of the ATSP Special Meeting you will need to re-log into http://[•] using your control number.

If your shares are held in street name, and you would like to join and not vote, Continental will issue you a guest control number. Either way, you must contact Continental for specific instructions on how to receive the control number. Please allow up to [48] hours prior to the ATSP Special Meeting for processing your control number.

Q:     Who can help answer any other questions I might have about the virtual ATSP Special Meeting?

A.     If you have any questions concerning the virtual ATSP Special Meeting (including accessing the meeting by virtual means) or need help voting your shares of common stock, please contact Continental at 917-[•]-[•] or email [email protected].

The Notice of ATSP Special Meeting, proxy statement/prospectus/consent solicitation and form of Proxy Card are available at: [•].

Q:     If my shares are held in “street name” by my bank, brokerage firm or nominee, will they automatically vote my shares for me?

A:     No. If you are a beneficial owner and you do not provide voting instructions to your broker, bank or other holder of record holding shares for you, your shares will not be voted with respect to any Proposal for which your broker does not have discretionary authority to vote. If a Proposal is determined to be discretionary, your broker, bank or other holder of record is permitted to vote on the Proposal without receiving voting instructions from you. If a Proposal is determined to be non-discretionary, your broker, bank or other holder of record is not permitted to vote on the Proposal without receiving voting instructions from you. A “broker non-vote” occurs when a bank, broker or other holder of record holding shares for a beneficial owner does not vote on a non-discretionary proposal because the holder of record has not received voting instructions from the beneficial owner.

Each of the Proposals to be presented at the ATSP Special Meeting is a non-discretionary proposal. Accordingly, if you are a beneficial owner and you do not provide voting instructions to your broker, bank or other holder of record holding shares for you, your shares will not be voted with respect to any of the Proposals. A broker non-vote would have the same effect as a vote against the Charter Amendment Proposal and will have no effect on the Business Combination Proposal.

Q:     What if I abstain from voting or fail to instruct my bank, brokerage firm or nominee?

A:     ATSP will count a properly executed proxy marked “ABSTAIN” with respect to a particular Proposal as present for the purposes of determining whether a quorum is present at the ATSP Special Meeting. For purposes of approval, an abstention on any Proposals will have the same effect as a vote “AGAINST” such Proposal.

Q:     If I am not going to attend the ATSP Special Meeting, should I return my proxy card instead?

A.     Yes. Whether you plan to attend the ATSP Special Meeting virtually or not, please read the enclosed proxy statement/prospectus/consent solicitation carefully, and vote your shares by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.

Q:     How can I submit a proxy?

A.     You may submit a proxy by (a) visiting [•] and following the on screen instructions (have your proxy card available when you access the webpage), or (b) calling toll-free [•] in the U.S. or [•] from foreign countries from any touch-tone phone and follow the instructions (have your proxy card available when you call), or (c) submitting your proxy card by mail by using the previously provided self-addressed, stamped envelope.

Q:     Can I change my vote after I have mailed my proxy card?

A:     Yes. You may change your vote at any time before your proxy is voted at the ATSP Special Meeting. You may revoke your proxy by executing and returning a proxy card dated later than the previous one, or by attending the virtual ATSP Special Meeting in person and casting your vote or by voting again by the telephone or Internet voting options described below, or by submitting a written revocation stating that you would like to revoke your proxy that our proxy solicitor receives prior to the ATSP Special Meeting. If you hold your shares of common stock through a bank, brokerage firm or nominee, you should follow the instructions of your bank, brokerage firm or nominee regarding the revocation of proxies. If you are a record holder, you should send any notice of revocation or your completed new proxy card, as the case may be, to:

[PROXY SOLICITOR]

Unless revoked, a proxy will be voted at the virtual ATSP Special Meeting in accordance with the stockholder’s indicated instructions. In the absence of instructions, proxies will be voted FOR each of the Proposals.

Q:     What will happen if I return my proxy card without indicating how to vote?

A:     If you sign and return your proxy card without indicating how to vote on any particular Proposal, the shares of common stock represented by your proxy will be voted in favor of each Proposal. Proxy cards that are returned without a signature will not be counted as present at the ATSP Special Meeting and cannot be voted.

Q:     Should I send in my share certificates now to have my shares of common stock redeemed?

A:     ATSP stockholders who intend to have their Public Subunits redeemed should send their certificates to Continental at least two business days before the ATSP Special Meeting. Please see “The ATSP Special Meeting — Redemption Rights” for the procedures to be followed if you wish to redeem your Public Subunits for cash.

Q:     Who will solicit the proxies and pay the cost of soliciting proxies for the ATSP Special Meeting?

A:     ATSP will pay the cost of soliciting proxies for the ATSP Special Meeting. ATSP has engaged [PROXY SOLICITOR] to assist in the solicitation of proxies for the ATSP Special Meeting. ATSP has agreed to pay [PROXY SOLICITOR] a fee of $[•], plus disbursements, and will reimburse [PROXY SOLICITOR] for its reasonable out-of-pocket expenses and indemnify [PROXY SOLICITOR] and its affiliates against certain claims, liabilities, losses, damages, and expenses. ATSP will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of common stock for their expenses in forwarding soliciting materials to beneficial owners of the common stock and in obtaining voting instructions from those owners. Our directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

Q:     What happens if I sell my shares before the ATSP Special Meeting?

A:     The Record Date for the ATSP Special Meeting is earlier than the date of the ATSP Special Meeting, as well as the date that the Business Combination is expected to be consummated. If you transfer your shares of common stock after the Record Date, but before the ATSP Special Meeting, unless the transferee obtains from you a proxy to vote those shares, you would retain your right to vote at the ATSP Special Meeting, but will transfer ownership of the shares and will not hold an interest in ATSP after the Business Combination is consummated.

Q:     When is the Business Combination expected to occur?

A:     Assuming the requisite regulatory and stockholder approvals are received, ATSP expects that the Business Combination will occur as soon as possible following the ATSP Special Meeting.

Q:     Are SoundHound’s stockholders required to approve the Business Combination?

A:     Yes. The SoundHound stockholders have already approved the Business Combination.

Q:     Are there risks associated with the Business Combination that I should consider in deciding how to vote?

A:     Yes. There are a number of risks related to the Business Combination and other transactions contemplated by the Merger Agreement that are discussed in this proxy statement/prospectus/consent solicitation. Please read with particular care the detailed description of the risks described in “Risk Factors” beginning on page 39 of this proxy statement/prospectus/consent solicitation.

Q:     May I seek statutory appraisal rights or dissenter rights with respect to my ATSP shares?

A:     No. Appraisal rights are not available to holders of shares of common stock of ATSP in connection with the proposed Business Combination. For additional information, see the section titled “The ATSP Special Meeting — Appraisal Rights.”

Q:     What happens if the Business Combination is not consummated?

A:     If ATSP does not consummate the Business Combination by September 15, 2022, then pursuant to Article VI its current Amended and Restated Certificate of Incorporation, ATSP’s officers must take all actions necessary in accordance with the Delaware General Corporation Law to dissolve and liquidate ATSP as soon as reasonably possible. Following dissolution, ATSP will no longer exist as a company. In any liquidation, the funds held in the Trust Account, plus any interest earned thereon (net of taxes payable), together with any remaining out-of-trust net assets, will be distributed pro-rata to holders of shares of common stock who acquired such shares in the IPO or in the aftermarket. The estimated consideration that each share of common stock would be paid at liquidation would be approximately $[•] per share for stockholders based on amounts on deposit in the Trust Account as of [•], 2022. The closing price of our common stock on the Nasdaq Stock Market as of [•], 2022 was $[•]. The Initial Stockholders waived the right to any liquidation distribution with respect to any shares of common stock held by them.

Q:     What happens to the funds deposited in the Trust Account following the Business Combination?

A:     Following the Closing of the Business Combination, holders of pubic shares of ATSP exercising redemption rights will receive their per share redemption price out of the funds in the Trust Account. The balance of the funds will be released to SoundHound to fund working capital needs of the Combined Company. As of [•], 2022, there was approximately $[•] in the Trust Account. ATSP estimates that approximately $[•] per outstanding Public Subunit will be paid to the investors exercising their redemption rights.

Q:     Who will manage the Combined Company after the Business Combination?

A:     As a condition to the Closing of the Business Combination, all of the officers and directors of ATSP will resign, other than Dr. Eric R. Ball, who is expected to be ATSP’s nominee to the board of directors of the Combined Company. For information on the anticipated management of the Combined Company, see the section titled “Directors and Executive Officers of the Combined Company after the Business Combination” in this proxy statement/prospectus/consent solicitation.

Q:     Who can help answer my questions?

A:     If you have questions about the Proposals or if you need additional copies of this proxy statement/prospectus/consent solicitation or the enclosed proxy card, you should contact ATSP’s proxy solicitor at:

[PROXY SOLICITOR]

You may also obtain additional information about ATSP from documents filed with the SEC by following the instructions in the section titled “Where You Can Find More Information.”

QUESTIONS AND ANSWERS ABOUT SOUNDHOUND’S CONSENT SOLICITATION

Q.     What are the material U.S. federal income tax consequences of the Business Combination to me?

A:     The material U.S. federal income tax considerations that may be relevant to you in respect of the Business Combination are discussed in more detail in the section titled “The Business Combination Proposal — United States Federal Income Tax Considerations.” The discussion of the U.S. federal income tax consequences contained in this proxy statement/prospectus/consent solicitation is intended to provide only a general discussion and is not a complete analysis or description of all of the U.S. federal income tax considerations that are applicable to you in respect of the Business Combination, nor does it address any tax considerations arising under U.S. state or local or non-U.S. tax laws.

THE TAX CONSEQUENCES OF THE BUSINESS COMBINATION WILL DEPEND ON THE FACTS OF YOUR OWN SITUATION. YOU SHOULD CONSULT YOUR OWN TAX ADVISOR AS TO THE SPECIFIC TAX CONSEQUENCES OF THE BUSINESS COMBINATION TO YOU IN YOUR PARTICULAR CIRCUMSTANCES.

Q:     Who is entitled to give a written consent for SoundHound?

A:     The SoundHound Board has set [•], 2022 as the record date (the “SoundHound Record Date”) for determining SoundHound stockholders entitled to sign and deliver written consents with respect to this consent solicitation. Holders of outstanding shares of SoundHound common stock or SoundHound preferred stock as of the close of business on the SoundHound Record Date will be entitled to give a consent using the form of written consent to be furnished to them

Q:     What will happen in the Business Combination?

A:     At the Closing of the Business Combination, Merger Sub will merge with and into SoundHound, with SoundHound surviving such merger, as a result of which SoundHound stockholders will receive newly issued shares of Class A Common Stock (except those who properly exercise dissenters rights under applicable Delaware law), with holders of SoundHound Class A common stock receiving shares of Class A Common Stock and holders of SoundHound Class B common stock receiving shares of Class B Common Stock. Upon consummation of the Business Combination, SoundHound will become a wholly-owned subsidiary of ATSP. After the Closing of the Business Combination, the cash held in the Trust Account after giving effect to any redemption of shares by ATSP’s public stockholders will be released from the Trust Account and used to pay each of ATSP’s and SoundHound’s transaction expenses and other liabilities of ATSP due as of the Closing, and for working capital and general corporate purposes. A copy of the Merger Agreement is attached to this proxy statement/prospectus/consent solicitation as Annex A.

Q:     What equity stake will current stockholders of ATSP and SoundHound stockholders hold in the Combined Company after the Closing?

A:     If any of ATSP’s public stockholders exercise their redemption rights, the percentage of the Combined Company’s outstanding common stock held by ATSP’s public stockholders will decrease and the percentages of the Combined Company’s outstanding common stock held by the Sponsor and by the SoundHound stockholders will increase, in each case relative to the percentage held if none of ATSP’s public shares are redeemed.

Upon the issuance of common stock in connection with the Business Combination, the percentage ownership of the Combined Company by ATSP public stockholders who do not redeem their public shares of ATSP common stock will be diluted. ATSP public stockholders that do not redeem their ATSP public shares in connection with the Business Combination will experience further dilution upon the exercise of ATSP public warrants that are retained (and not automatically forfeited) after the Closing by redeeming ATSP public stockholders. The percentage of the total number of outstanding shares of Parent common stock that will be owned by ATSP public stockholders as a group will vary based on the number of ATSP public shares for which the holders thereof request redemption in connection with the Business Combination.

The following table illustrates varying ownership levels in the Combined Company, assuming no redemptions by ATSP public stockholders, 25% redemption by ATSP public stockholders, 50% redemption by ATSP public stockholders, 75% redemption by ATSP public stockholders and the maximum redemptions by ATSP public stockholders:

All of the relative percentages above are for illustrative purposes only and are based upon certain assumptions as described in the section entitled “Frequently Used Terms — Share Calculations and Ownership Percentages” and, with respect to the determination of the “maximum redemptions,” the section entitled “Unaudited Pro Forma Condensed Combined Financial Statements.” Should one or more of the assumptions prove incorrect, actual ownership percentages may vary materially from those described in this proxy statement/prospectus/consent solicitation as anticipated, believed, estimated, expected or intended. See “Unaudited Pro Forma Condensed Combined Financial Information.”

Q:     When is the Business Combination expected to be completed?

A:     The Closing is expected to take place (a) the second business day at 10:00 a.m. local time, following the satisfaction or waiver of the conditions described below under the section titled “Article IX — Conditions to the Closing” or (b) such other date as agreed to by the parties to the Merger Agreement in writing, in each case subject to the satisfaction or waiver of the Closing conditions. The Merger Agreement may be terminated by either ATSP or SoundHound if the Merger and related transactions are not consummated on or before the Outside Date, subject to certain exceptions.

For a description of the conditions to the completion of the Business Combination, see the section titled “Proposal 1 — The Business Combination Proposal.”

Q:     What approval is required by the SoundHound stockholders to adopt and approve the Merger Agreement and approve the Merger?

A:     The Business Combination cannot be completed unless SoundHound stockholders adopt and approve the Merger Agreement and thereby approve the Business Combination and the other transactions contemplated by the Merger Agreement. Pursuant to the DGCL and the SoundHound certificate of incorporation, the adoption and approval of the Merger Agreement and the approval of the Business Combination requires the approval of the holders of a majority of the issued and outstanding shares of SoundHound common stock and SoundHound preferred stock (on an as-converted-to-SoundHound-common stock basis) and the approval of the holders of a majority of the outstanding shares of SoundHound preferred stock, voting as a separate class, as of the SoundHound Record Date via a written consent as a single class (the “Required Merger Approval”).

Your delivery of the written consent is important. The Business Combination cannot be completed unless the Merger Agreement is adopted and approved and the Business Combination is approved by the Required Merger Approval. If you fail to deliver the written consent with respect to the adoption and approval of the Merger Agreement and approval of the Required Merger Approval and the other transactions contemplated by the Merger Agreement, the effect will be the same as a vote “AGAINST” the adoption and approval of the Merger Agreement and approval of the Required Merger Approval and the other transactions contemplated by the Merger Agreement.

Q:     Do any of SoundHound’s directors or officers have interests in the Business Combination that may differ from or be in addition to the interests of SoundHound stockholders?

A:     SoundHound’s executive officers and certain non-employee directors may have interests in the Business Combination that may be different from, or in addition to, the interests of SoundHound stockholders, generally. These interests may cause the directors and executive officers of SoundHound to view the Business Combination differently than SoundHound stockholders may generally view it. The SoundHound Board was aware of and considered these interests to the extent such interests existed at the time, among other matters, in approving the Merger Agreement, the Business Combination and the other transactions contemplated by the Merger Agreement, and in recommending that the Merger Agreement, the Business Combination and the other transactions contemplated by the Merger Agreement be approved by SoundHound stockholders. For more information on the interests of SoundHound’s directors and executive officers in the Merger, see the sections titled “The Business Combination — Interests of SoundHound’s Directors and Officers in the Business Combination”, “Certain Relationships and Related Transactions” and “Executive Compensation Arrangements – Post-Closing Arrangements” and “Directors and Executive Officers of the Combined Company after the Business Combination” of this proxy statement/consent solicitation statement/prospectus for a further discussion of these interests.

Q:     How can I return my written consent?

A:     If you hold shares of SoundHound Common Stock or SoundHound preferred stock as of the close of business on the SoundHound Record Date and you wish to submit your consent, you must fill out the enclosed written consent, date and sign it, and promptly return it to SoundHound. Once you have completed, dated and signed your written consent, deliver it to [____] by [____].

SoundHound does not intend to hold a stockholders’ meeting to consider the adoption and approval of the Merger Agreement, the approval of the Business Combination and the other transaction contemplated by the Merger Agreement, and, unless SoundHound decides to hold a stockholders’ meeting for such purposes, you will be unable to vote in person by attending a stockholders’ meeting.

Q:     What is the deadline for returning my written consent?

A:     The SoundHound Board has set  [____], on  [____], 2022 as the targeted final date for the receipt of written consents. SoundHound reserves the right to extend the final date for the receipt of written consents beyond  [____], 2022 in the event that consents approving the Business Combination and adopting and approving the Merger Agreement and the other transactions contemplated by the Merger Agreement have not been obtained by that date from holders of a sufficient number of shares of SoundHound Common Stock and SoundHound preferred

stock to satisfy the conditions to the Business Combination. Any such extension may be made without notice to SoundHound stockholders. Once all conditions to the Business Combination have been satisfied or waived, the consent solicitation will conclude.

The Business Combination and the other transactions contemplated by the Merger Agreement will not be approved and the Merger Agreement will not be adopted and approved unless the Required Merger Approval is obtained.

Under the Merger Agreement, SoundHound has agreed to obtain the Required Merger Approval as promptly as practicable after this proxy statement/prospectus/consent solicitation is approved by the SEC and declared effective. Your prompt return of the written consent is important.

Q:     What options do I have with respect to the adoption and approval of the Merger Agreement and the approval of the Business Combination?

A:     With respect to the outstanding shares of SoundHound Common Stock or SoundHound preferred stock that you hold, you may execute a written consent to adopt and approve the Merger Agreement and thereby approve the Business Combination and the other transactions contemplated by the Merger Agreement (which is equivalent to a vote for the Merger Agreement and Business Combination). If you fail to execute and return your written consent, or otherwise withhold your written consent for the adoption and approval of the Merger Agreement and approval of the Business Combination and the other transactions contemplated by the Merger Agreement, it has the same effect as voting against the adoption and approval of the Merger Agreement, the approval of the Business Combination and the other transactions contemplated by the Merger Agreement. Please note that the Business Combination cannot be completed unless the Required Merger Approval is obtained.

Q:     Can I dissent and require appraisal of my shares?

A:     Holders of shares of SoundHound stock who (i) do not consent to the adoption of the Merger Agreement, (ii) follow the procedures set forth in Section 262 of the DGCL (including making a written demand of appraisal to SoundHound within 20 days after the date of mailing of the notice of appraisal rights) and (iii) have not otherwise waived the appraisal rights, will be entitled, under Section 262 of the DGCL, to have their shares appraised by the Delaware Court of Chancery and to receive payment in cash of the “fair value” of the shares, exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with interest, if any, to be paid on the amount determined to be “fair value”. The “fair value” of their shares as so determined could be more than, the same as or less than the consideration payable pursuant to the Merger Agreement. Failure to follow the procedures specified under Section 262 of the DGCL may result in the loss of appraisal rights. See “Appraisal Rights” herein and Section 262 of the DGCL attached as Annex F.

Q:     Should SoundHound stockholders send in their stock certificates now?

A:     No. SoundHound stockholders SHOULD NOT send in any stock certificates now. If the Merger Agreement is adopted and the Business Combination is consummated, transmittal materials, with instructions for their completion, will be provided under separate cover to SoundHound stockholders who hold physical stock certificates and the stock certificates should be sent at that time in accordance with such instructions.

Q:     Whom should I contact if I have any questions about the consent solicitation?

A:     If you have any questions about the Business Combination or how to return your written consent or letter of transmittal, or if you need additional copies of this proxy statement/prospectus/consent solicitation or a replacement written consent or letter of transmittal, you should contact SoundHound at 5400 Betsy Ross Drive, Santa Clara, CA 95054.

RISK FACTORS

You should consider carefully the following risk factors, as well as the other information set forth in this proxy statement/prospectus/consent solicitation, before making a decision on the Business Combination. Risks related to SoundHound, including risks related to SoundHound’s business, financial position and capital requirements, development, regulatory approval and commercialization, dependence on third parties, intellectual property and taxation, will continue to be applicable to the Combined Company after the Closing of the Business Combination.

Risks Related to SoundHound’s Business

The market in which SoundHound operates is highly competitive and rapidly changing and SoundHound may be unable to compete successfully.

There are a number of companies that develop or may develop products that compete in the Voice AI market. The market for SoundHound’s products and technologies is characterized by intense competition, evolving industry and regulatory standards, emerging business and distribution models, disruptive software technology developments, short product and service life cycles, price sensitivity on the part of customers, and frequent new product introductions, including alternatives to certain of SoundHound’s products from other vendors which may be offered at significantly lower costs or free of charge. Current and potential competitors have established, or may establish, cooperative relationships among themselves or with third parties to increase the ability of their technologies to address the needs of SoundHound’s current and prospective customers. Furthermore, current or prospective customers may decide to develop competing products or to establish, strategic relationships with SoundHound’s competitors.

Competition in the Voice AI market could adversely affect SoundHound’s operating results by reducing the volume of the products and technologies SoundHound licenses or sells, the prices SoundHound can charge or the obligations of SoundHound to incur expenses or capital costs associated with the development, acquisition or promotion of new products or technologies. Some of SoundHound’s current or potential competitors are large technology companies that have significantly greater financial, technical and marketing resources than SoundHound does, and others are smaller specialized companies that possess specialized expertise or regional focus and may have greater price flexibility than SoundHound does in connection with their business models. These competitors may be able to respond more rapidly than SoundHound can to new or emerging technologies or changes in customer requirements, or may decide to offer products at low or unsustainable cost to win new business or to retain their existing clients. They may also devote greater resources to the development, promotion and sale of their products than SoundHound does, and in certain cases may be able to include or combine their competitive products or technologies with other of their products or technologies in a manner whereby the competitive functionality is available at lower cost or free of charge within the larger offering. To the extent they do so, the penetration of SoundHound’s products, and therefore its revenue, may be adversely affected. SoundHound’s large competitors may also have greater access to customer data, which provides them with a competitive advantage in developing new products and technologies. SoundHound’s success depends substantially upon its ability to enhance its products and technologies, to develop and introduce, on a timely and cost-effective basis, new products and technologies that meet changing customer requirements and incorporate technological enhancements, and to maintain SoundHound’s alignment with the technologies and market strategies of its customers, which change and advance over time. If SoundHound is unable to develop new products and enhance functionalities or technologies to adapt to these changes and maintain SoundHound’s alignment with its customers, its business will suffer.

Adverse conditions in the Voice AI market or the global economy more generally could have adverse effects on SoundHound’s results of operations.

SoundHound’s business depends on, and is directly affected by, the global Voice AI market, as well as the global economy more generally, including global economic trends affecting the automotive, internet of things (“IoT”), mobile application, call center, semiconductor device maker and restaurant and hospitality industries. For example, SoundHound’s largest customers are currently in the automotive industry, and automotive production and sales are highly cyclical and depend on general economic conditions and other factors, including consumer spending and preferences, changes in interest rate levels and credit availability, consumer confidence, fuel costs, fuel availability, environmental impact, governmental incentives and regulatory requirements, and political volatility, especially in energy-producing countries and growth markets. Such factors may also negatively impact consumer demand for products, including automobiles, that incorporate or use SoundHound products or technologies. In addition, global

production and sales trends can be affected by SoundHound’s customers’ ability to continue operating in response to challenging economic conditions, and in response to labor relations issues, regulatory requirements, trade agreements and other factors. The volume of global automotive production, in particular, has fluctuated, sometimes significantly, from year to year, and such fluctuations give rise to fluctuations in the demand for SoundHound’s products. Any significant adverse change in any of these factors, including, but not limited to, general economic conditions and the resulting bankruptcy of a customer or the closure of a customer manufacturing facility, may result in a reduction in sales and production by SoundHound’s customers, and could have a material adverse effect on SoundHound’s business, results of operations and financial condition.

SoundHound’s strategy to increase cloud connected and embedded products and technologies and expand the number of foreign languages SoundHound understands may adversely affect its near-term revenue growth and results of operations.

SoundHound has been and is continuing to develop new cloud-connected and embedded products and technologies and expand the number of foreign languages that its products and technologies understand. The design and development of new cloud-connected and embedded products and technologies and the addition of new languages will involve significant expense. SoundHound’s research and development costs have greatly increased in recent years and, together with certain expenses associated with delivering SoundHound’s connected services, are projected to continue to escalate in the near future. SoundHound may encounter difficulties with designing, developing, and releasing new cloud-connected and embedded components, as well as integrating these components with SoundHound’s existing technologies. These development issues may further increase costs and may affect SoundHound’s ability to innovate in a manner that allows SoundHound to remain competitive relative to its peers. As a result, SoundHound’s strategy to incorporate more cloud-connected and embedded components may adversely affect its revenue growth and results of operations.

Pricing pressures from SoundHound’s customers may adversely affect its results of operations.

SoundHound may experience pricing pressure from its customers in the future, including, relative to its automotive industry customers, pricing pressure resulting from the strong purchasing power of major OEMs SoundHound may be expected to quote fixed prices or be forced to accept prices with annual price reduction commitments for long-term sales arrangements or discounted reimbursements for SoundHound’s work. Any price reductions could impact SoundHound’s sales and profit margins. SoundHound’s profitability is also influenced by its success in designing and marketing technological improvements in Voice AI systems. If SoundHound is unable to offset any price reductions in the future, its business, results of operations and financial condition would be adversely affected.

Currently, SoundHound’s largest customers are OEMs, and while SoundHound invests effort and money seeking OEMs’ validation of SoundHound’s technology, and there can be no assurance that SoundHound will win or be able to renew its contracts with OEM customers, which could adversely affect SoundHound’s results of operations.

Some of SoundHound’s largest customers are currently OEMs and SoundHound invests effort and money in product research and development in relationship to SoundHound’s OEM customers from the time an OEM or a “Tier 1” supplier to OEMs begins designing for an upcoming program through the date on which an OEM or Tier 1 supplier customer chooses SoundHound’s technology to be incorporated directly or indirectly into one or more specific vehicle models to be produced by such customer. This selection process is known as a “design win.” SoundHound could expend its resources on these and similar efforts without success. After a design win, a product or technology that did not receive the design win may not be able to displace the winner until the customer begins a new selection process because it is very unlikely that a customer will change complex technology until a product model is revamped. In addition, the company with the winning design may have an advantage with the customer going forward because of the established relationship between the winning company and such customer, which could make it more difficult for such company’s competitors to win the designs for other service contracts. Even if SoundHound has an established relationship with a customer, any failure to perform under a service contract or innovate in response to their feedback may neutralize its advantage with that customer. If SoundHound fails to win a significant number of customer design competitions in the future or to renew a significant number of existing service contracts, SoundHound’s operating results would be adversely affected. Moreover, to the extent SoundHound is unable to renew existing service contracts, this would negatively impact its revenue. The period of time from winning a contract to implementation is long and SoundHound is subject to the risks of cancellation or postponement of the contract or unsuccessful implementation.

SoundHound’s products are technologically complex and incorporate many technological innovations. Prospective customers generally must make significant commitments of resources to test and validate SoundHound’s products before including them in a product or vehicle. The development cycles of SoundHound’s products with new customers are approximately six months to two years after a design win, depending on the customer and the complexity of the product. These development cycles result in SoundHound investing its resources in customers and customer products prior to realizing any revenues from the related customer contracts. Further, SoundHound is subject to the risk that a customer cancels or postpones implementation of SoundHound’s technology, as well as that SoundHound will not be able to implement its technology successfully. Additionally, SoundHound’s sales could be less than forecast if the product is unsuccessful, including for reasons unrelated to its technology. Long development cycles and product cancellations or postponements may adversely affect SoundHound’s business, results of operations.

SoundHound’s operating results could be materially and adversely affected if it loses any of its largest customers.

The loss of business from any of SoundHound’s major customers, whether by lower overall demand for the products manufactured by its major customers, cancellation of existing contracts or the failure to award SoundHound new business, could have a material adverse effect on SoundHound’s operating results. Alternatively, there is a risk that one or more of SoundHound’s major customers could be unable to pay its invoices as they become due or that a customer will simply refuse to make such payments given its financial difficulties. If a major customer becomes subject to bankruptcy or similar proceedings whereby contractual commitments are subject to stay of execution and the possibility of legal or other modification, or if a major customer otherwise successfully procures protection against SoundHound legally enforcing its obligations, it is likely that SoundHound will be forced to record a substantial loss. In addition, certain of SoundHound’s customers that are tier 1 suppliers to the automotive industry exclusively sell to certain OEMs, including some of SoundHound’s other customers. A bankruptcy of, or other significant disruption to, any of these OEMs could intensify any adverse impact on our business and results of operations.

SoundHound’s operating results may fluctuate significantly from period to period, and this may cause its stock price to decline.

SoundHound’s operating results may fluctuate materially in the future. These fluctuations may cause SoundHound’s results of operations to not meet the expectations of securities analysts or investors which would likely cause the price of its stock to decline. Factors that may contribute to fluctuations in operating results include:

•        the volume, timing and fulfilment of large customer contracts;

•        renewals of existing customer contracts and wins of new customer programs;

•        increased expenditures incurred pursuing new product or market opportunities;

•        receipt of royalty reports;

•        fluctuating sales by SoundHound’s customers to their end-users;

•        contractual counterparties failing to meet their contractual commitments to SoundHound;

•        introduction of new products by SoundHound or its competitors;

•        cybersecurity or data breaches;

•        reduction in the prices of SoundHound’s products in response to competition, market conditions or contractual obligations;

•        impairment of goodwill or intangible assets;

•        accounts receivable that are not collectible;

•        higher than anticipated costs related to fixed-price contracts with SoundHound’s customers;

•        change in costs due to regulatory or trade restrictions;

•        expenses incurred in litigation matters, whether initiated by SoundHound or brought by third-parties against SoundHound, and settlements or judgments it is required to pay in connection with disputes; and

•        general economic trends as they affect the customer bases into which SoundHound and its customers sell and operate.

Due to the foregoing factors, among others, SoundHound’s revenue and operating results may fluctuate significantly from period to period. SoundHound’s expense levels are based in significant part on its expectations of future revenue, and SoundHound may not be able to reduce its expenses quickly to respond to near-term shortfalls in projected revenue. Therefore, SoundHound’s failure to meet revenue expectations would seriously harm its operating results, financial condition, and cash flows.

SoundHound has generated substantial net losses and negative operating cash flows since its inception and expects to continue to do so for the foreseeable future.

To date, SoundHound has generated substantial net losses and negative cash flows from operating activities. SoundHound expects that its net losses and its negative operating cash flows will continue for the foreseeable future, as SoundHound increases its development activities, and invest in sales and marketing. SoundHound also expects to incur the incremental costs of operating as a public company, contributing to SoundHound’s losses and operating uses of cash. SoundHound’s costs may also increase due to such factors as higher than anticipated financing and other costs; increases in the costs of labor or infrastructure; and major incidents or catastrophic events. If any of these or similar factors occur, SoundHound’s net losses and accumulated deficit could increase significantly and the price of shares of its common stock could decline.

SoundHound may not be able to obtain capital when desired on favorable terms, if at all, or without dilution to its stockholders.

SoundHound anticipates that the net proceeds of the Business Combination (including from the PIPE Investment), together with current cash, cash equivalents, cash provided by operating activities and funds available through SoundHound’s working capital line of credit, will be sufficient to meet its current and anticipated needs for general corporate purposes. SoundHound operates in an emerging market, however, which makes SoundHound’s prospects difficult to evaluate. It is possible that SoundHound may not generate sufficient cash flow from operations or otherwise have the capital resources to meet SoundHound’s future capital needs. If this occurs, SoundHound may need additional financing to execute on its current or future business strategies, including to:

•        hire additional software engineers, sales and marketing professionals, and other personnel;

•        develop new or enhance existing products and services;

•        enhance SoundHound’s operating infrastructure;

•        acquire complementary businesses or technologies; or

•        otherwise respond to competitive pressures.

If SoundHound raises additional funds through the issuance of equity or convertible debt securities, the percentage ownership of its stockholders could be significantly diluted, and these newly-issued securities may have rights, preferences or privileges senior to those of existing stockholders, including those acquiring shares in this offering. SoundHound cannot assure you that additional financing will be available on terms favorable to SoundHound, or at all. If adequate funds are not available or are not available on acceptable terms, if and when needed, SoundHound’s ability to fund its operations, take advantage of unanticipated opportunities, develop or enhance its products, or otherwise respond to competitive pressures would be significantly limited.

The loss of one or more key members of SoundHound’s management team or personnel, or its failure to attract, integrate and retain additional personnel in the future, could harm its business and negatively affect its ability to successfully grow its business.

SoundHound is highly dependent upon the continued service and performance of the key members of SoundHound’s management team and other personnel. The loss of any of these individuals, each of whom is “at will” and may terminate his or her employment relationship with us at any time, could disrupt SoundHound’s operations and significantly delay or prevent the achievement of our business objectives.

Additionally, if any of SoundHound’s key management team members or other employees were to leave, SoundHound could face substantial difficulty in hiring qualified successors and could experience a loss in productivity while any successor obtains the necessary training and experience. Although SoundHound has arrangements with some of its executive officers designed to promote retention, its employment relationships are

generally at-will and SoundHound has had key employees leave in the past. SoundHound cannot assure you that one or more key employees will not leave in the future. SoundHound intends to continue to hire additional highly qualified personnel, including research and development and operational personnel, but may not be able to attract, assimilate or retain qualified personnel in the future or may be required to pay increased compensation in order to do so. Any failure to attract, integrate, motivate and retain such employees could harm SoundHound’s business or impair our ability to timely meet business goals and objectives.

SoundHound depends on skilled employees and could be impacted by a shortage of critical skills.

Much of SoundHound’s future success depends on the continued service and availability of skilled employees, particularly with respect to technical areas. Skilled and experienced personnel in the areas where SoundHound competes are in high demand, and competition for their talents is intense. Many of SoundHound’s key employees receive a total compensation package that includes equity awards. New regulations or volatility in the stock market could diminish SoundHound’s use, and the value, of its equity awards. This would place SoundHound at a competitive disadvantage in attracting qualified personnel or force it to offer more cash compensation.

Cybersecurity and data privacy incidents or breaches may damage client relations and inhibit SoundHound’s growth.

The confidentiality and security of SoundHound’s information, and that of third parties, is critical to SoundHound’s business. SoundHound’s services involve the transmission, use, and storage of customers’ and their customers’ information, which may be confidential or contain personally identifiable information. Any cybersecurity or data privacy incidents could have a material adverse effect on SoundHound’s results of operations and financial condition. While SoundHound maintains a broad array of information security and privacy measures, policies and practices, its networks may be breached through a variety of means, resulting in someone obtaining unauthorized access to SoundHound’s information, to information of SoundHound’s customers or their customers, or to SoundHound’s intellectual property; disabling or degrading service; or sabotaging systems or information. In addition, hardware, software, systems, or applications SoundHound develops or procure from third parties may contain defects in design or manufacture or other problems that could unexpectedly compromise information security. Unauthorized parties may also attempt to gain access to SoundHound’s systems or facilities, or those of third parties with whom SoundHound does business, through fraud or other forms of deceiving SoundHound’s employees, contractors, and vendors. Because the techniques used to obtain unauthorized access, or to sabotage systems, change frequently and generally are not recognized until launched against a target, SoundHound may be unable to anticipate these techniques or to implement adequate preventative measures. SoundHound will continue to incur significant costs to continuously enhance its information security measures to defend against the threat of cybercrime. Any cybersecurity or data privacy incident or breach may result in:

•        loss of revenue resulting from the operational disruption;

•        loss of revenue or increased bad debt expense due to the inability to invoice properly or to customer dissatisfaction resulting in collection issues;

•        loss of revenue due to loss of customers;

•        material remediation costs to recreate or restore systems;

•        material investments in new or enhanced systems in order to enhance SoundHound’s information security posture;

•        cost of incentives offered to customers to restore confidence and maintain business relationships;

•        reputational damage resulting in the failure to retain or attract customers;

•        costs associated with potential litigation or governmental investigations;

•        costs associated with any required notices of a data breach;

•        costs associated with the potential loss of critical business data;

•        difficulties enhancing or creating new products due to loss of data or data integrity issues; and

•        other consequences of which SoundHound is not currently aware but would discover through the process of remediating any cybersecurity or data privacy incidents or breaches that may occur.

SoundHound’s business is subject to a variety of domestic and international laws, rules, policies and other obligations, including data protection and anticorruption.

SoundHound is subject to U.S. and international laws and regulations in multiple areas, including data protection, anticorruption, labor relations, tax, foreign currency, anti-competition, import, export and trade regulations, and SoundHound is subject to a complex array of federal, state and international laws relating to the collection, use, retention, disclosure, security and transfer of personally identifiable information. In many cases, these laws apply not only to transfers between unrelated third-parties but also to transfers between SoundHound and its subsidiaries. Many jurisdictions have passed laws in this area, and other jurisdictions are considering imposing additional restrictions. The European Commission adopted the European General Data Protection Regulation (the “GDPR”), which went into effect on May 25, 2018. In addition, California adopted significant new consumer privacy laws that went effective beginning in January 2020. Complying with the GDPR and other requirements may cause SoundHound to incur substantial costs and may require it to change its business practices.

China has recently implemented new regulation pertaining to cybersecurity and the protection of personal information, including the Data Security Law which took effect in September 2001 and the Personal Information Protection Law which took effect in November 2021. Interpretation, application and enforcement of these laws, rules and regulations evolve from time to time and their scope may continually change, through new legislation, amendments to existing legislation or changes in enforcement. Compliance with cybersecurity and data security legislation could significantly increase the cost to SoundHound of carrying out its business in China, require significant changes to its operations or even prevent SoundHound from providing certain service offerings in jurisdictions in which SoundHound currently operates or in which it may operate in the future. Despite SoundHound’s efforts to comply with applicable laws, regulations and other obligations relating to privacy, data protection and information security, it is possible that SoundHound’s practices, offerings or platform could fail to meet all of the requirements imposed on SoundHound by legislation relating to cybersecurity, data security and/or related implementing regulations. Any failure on SoundHound’s part to comply with such law or regulations or any other obligations relating to privacy, data protection or information security, or any compromise of security that results in unauthorized access, use or release of personally identifiable information or other data, or the perception or allegation that any of the foregoing types of failure or compromise has occurred, could damage SoundHound’s reputation, discourage new and existing counterparties from contracting with SoundHound or result in investigations, fines, suspension or other penalties by Chinese government authorities and private claims or litigation, any of which could materially adversely affect SoundHound’s business, financial condition and results of operations. Even if SoundHound’s practices are not subject to legal challenge, the perception of privacy concerns, whether or not valid, may harm its reputation and brand and adversely affect its business, financial condition and results of operations. Moreover, the legal uncertainty created by the Data Security Law and the recent Chinese government actions could materially adversely affect its ability, on favorable terms, to raise capital, including engaging in follow-on offerings of its securities in the U.S. market once SoundHound is a public. Compliance with China’s Data Security Law, Personal Information Protection Law, as well as additional laws and regulations that China’s regulatory bodies may enact in the future, including data security and personal information protection laws, may result in additional expenses to SoundHound and subject it to negative publicity, which could harm SoundHound’s reputation among users and negatively affect the trading price of its shares in the future. Furthermore, SoundHound’s data transfer policies may be subject to additional compliance requirement and regulatory burdens, and SoundHound may be required to make further adjustments to its business practices to comply with the interpretation and implementation of such laws, which may increase our compliance costs and adversely affect our operating results.

Any failure by SoundHound, its customers or other parties with whom SoundHound does business to comply with its privacy policy or with federal, state or international privacy-related or data protection laws and regulations could result in proceedings against SoundHound by governmental entities or others. Any alleged or actual failure to comply with applicable privacy laws and regulations may:

•        cause SoundHound’s customers to lose confidence in its solutions;

•        harm SoundHound’s reputation;

•        expose SoundHound to litigation, regulatory investigations and to resulting liabilities including reimbursement of customer costs, damages penalties or fines imposed by regulatory agencies; and

•        require SoundHound to incur significant expenses for remediation.

SoundHound is also subject to a variety of anticorruption laws in respect of its international operations, including the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act and the Canadian Corruption of Foreign Public Officials Act, and regulations issued by the U.S. Customs and Border Protection, the U.S. Bureau of Industry and Security, the U.S. Treasury Department’s Office of Foreign Assets Control, and various other foreign governmental agencies. SoundHound cannot predict the nature, scope or effect of future regulatory requirements to which its international operations might be subject or the manner in which existing laws might be administered or interpreted. Actual or alleged violations of these laws and regulations could lead to enforcement actions and financial penalties that could result in substantial costs.

Because a significant portion of SoundHound’s revenues are derived, and a significant portion of its research and development activities are based, outside the United States, its results could be harmed by economic, political, regulatory, foreign currency fluctuations and other risks associated with these international regions.

Because SoundHound operates worldwide, its business is subject to risks associated with doing business internationally. SoundHound currently generates most of its international revenue in Europe and Asia, and SoundHound anticipates that revenue from international operations could increase in the future. SoundHound conducts a significant portion of the development of its voice recognition and natural language understanding solutions in Canada, Germany, Japan and China. SoundHound is exposed to fluctuating exchange rates of foreign currencies including the euro, British pound, Canadian dollar, Chinese RMB, Japanese yen, Indian rupee and South Korean won. Accordingly, SoundHound’s future results could be harmed by a variety of factors associated with international sales and operations, including:

•        adverse political and economic conditions, or changes to such conditions, in a specific region or country;

•        trade protection measures, including tariffs and import/export controls, imposed by the United States and/or by other countries or regional authorities such as China, Canada or the European Union;

•        the impact on local and global economies of the United Kingdom leaving the European Union;

•        changes in foreign currency exchange rates or the lack of ability to hedge certain foreign currencies;

•        compliance with laws and regulations in many countries and any subsequent changes in such laws and regulations;

•        geopolitical turmoil, including terrorism and war;

•        changing data privacy regulations and customer requirements to locate data centers in certain jurisdictions;

•        evolving restrictions on cross-border investment, including recent enhancements to the oversight by the Committee on Foreign Investment in the United States pursuant to the Foreign Investment Risk Preview Modernization Act and substantial restrictions on investment from China;

•        changes in applicable tax laws;

•        difficulties in staffing and managing operations in multiple locations in many countries;

•        longer payment cycles of foreign customers and timing of collections in foreign jurisdictions; and

•        less effective protection of intellectual property than in the United States.

SoundHound’s business in China is subject to aggressive competition and is sensitive to economic, market and political conditions.

SoundHound operates in the highly competitive Voice AI market in China and face competition from both international and smaller domestic manufacturers. SoundHound currently generates less than $1.0 million annually in revenue from its operations in China, though SoundHound expects to expand its business in China going forward. SoundHound anticipates that additional competitors, both international and domestic, may seek to enter the Chinese market resulting in increased competition. Increased competition may result in price reductions, reduced margins and SoundHound’s inability to gain or hold market share. There have been periods of increased market volatility and moderation in the levels of economic growth in China, which resulted in periods of lower automotive production growth rates in China than those previously experienced, including in the Chinese automotive production industry, which affects SoundHound because SoundHound’s largest customers are currently OEMs. In addition, political tensions between China and the United States may negatively impact SoundHound’s ability to conduct business in China. If SoundHound

is unable to grow or maintain its position in the Chinese market, the pace of growth slows or vehicle sales in China decrease, SoundHound’s business, results of operations and financial condition could be materially adversely effected. Government regulations and business considerations may also require SoundHound to conduct business in China through joint ventures with Chinese companies. SoundHound’s participation in joint ventures would limit its control over Chinese operations and may expose SoundHound’s proprietary technologies to misappropriation by joint venture partners. The above risks, if realized, could have a material adverse effect on SoundHound’s results of operations.

If the Chinese government deems that the contractual arrangements in relation to SoundHound’s variable interest entity do not comply with Chinese governmental restrictions on foreign investment, or if these regulations or the interpretation of existing regulations changes in the future, SoundHound could be subject to penalties or be forced to relinquish SoundHound’s interests in those operations.

SoundHound currently generates less than $1.0 million annually in revenue from its operations in China, though SoundHound expects to expand its business in China going forward. Foreign ownership of certain types of internet businesses, such as internet information services, is subject to restrictions under applicable Chinese laws, rules and regulations. For example, foreign investors are generally not permitted to own more than 50% of the equity interests in a value-added telecommunication service provider. Any such foreign investor must also have experience and a good track record in providing value-added telecommunications services overseas. Accordingly, under current and applicable Chinese laws, it is possible that SoundHound will lose the license that currently permits its operations of its Chinese subsidiary.

It is uncertain whether any new Chinese laws, rules or regulations relating to variable interest entity structures will be adopted or if adopted, what they would provide. If SoundHound or its variable interest entity are found to be in violation of any existing or future Chinese laws, rules or regulations, or fail to obtain or maintain any of the required permits or approvals, the relevant Chinese regulatory authorities would have broad discretion to take action in dealing with such violations or failures, including revoking the operating licenses of its Chinese subsidiary or variable interest entity, requiring SoundHound to discontinue or restrict its operations, restricting its right to collect revenue, blocking one or more of its websites, requiring SoundHound to restructure its operations or taking other regulatory or enforcement actions against SoundHound. The imposition of any of these measures could result in a material adverse effect on SoundHound’s ability to conduct all or any portion of its business operations through its Chinese subsidiary. In addition, it is unclear what impact Chinese government actions would have on SoundHound and on its ability to consolidate the financial results of its variable interest entity in its consolidated financial statements, if the Chinese government authorities were to find SoundHound’s legal structure and contractual arrangements to be in violation of Chinese laws, rules and regulations. If the imposition of any of these government actions causes SoundHound to lose its right to direct the activities of its variable interest entity or otherwise separate from it and if SoundHound is not able to restructure its ownership structure and operations in a satisfactory manner, SoundHound would no longer be able to consolidate the financial results of its variable interest entity in its consolidated financial statements. Any of these events could have a material adverse effect on SoundHound’s business, financial condition and results of operations through its Chinese subsidiary.

Interruptions or delays in SoundHound’s services or services from data center hosting facilities or public clouds could impair the delivery of its services and harm its business.

Because SoundHound’s services are complex and incorporate a variety of third-party hardware and software, its services may have errors or defects that could result in unanticipated downtime for its customers and harm to its reputation and its business. SoundHound has from time to time, found defects in its services, and new errors in its services may be detected in the future. In addition, SoundHound currently serves its customers from data center hosting facilities or third-party public clouds SoundHound directly manages. Any damage to, or failure of, the systems and facilities that serve SoundHound’s customers in whole or in part could result in interruptions in its service. Interruptions in SoundHound’s service may reduce its revenue, cause SoundHound to issue credits or pay service level agreement penalties, cause customers to terminate their on-demand services, and adversely affect SoundHound’s renewal rates and its ability to attract new customers.

SoundHound is subject to certain U.S. and foreign anti-corruption, anti-money laundering, export control, sanctions, and other trade laws and regulations. SoundHound can face serious consequences for violations.

Among other matters, U.S. and foreign anti-corruption, anti-money laundering, export control, sanctions, and other trade laws and regulations, which are collectively referred to as Trade Laws, prohibit companies and their employees, agents, clinical research organizations, legal counsel, accountants, consultants, contractors, and other partners from authorizing, promising, offering, providing, soliciting, or receiving directly or indirectly, corrupt or improper payments or anything else of value to or from recipients in the public or private sector. Violations of Trade Laws can result in substantial criminal fines and civil penalties, imprisonment, the loss of trade privileges, debarment, tax reassessments, breach of contract and fraud litigation, reputational harm, and other consequences. SoundHound has direct or indirect interactions with officials and employees of government agencies or government-affiliated hospitals, universities, and other organizations. SoundHound also expects its non-U.S. activities to increase in time. SoundHound plans to engage third parties for clinical trials and/or to obtain necessary permits, licenses, patent registrations, and other regulatory approvals and SoundHound can be held liable for the corrupt or other illegal activities of its personnel, agents, or partners, even if SoundHound does not explicitly authorize or have prior knowledge of such activities.

SoundHound’s business is subject to risks, expenses and uncertainties associated with selling its solutions in locations outside the United States that could adversely affect its operating results.

In 2020, SoundHound derived over 70% of its revenues from customer(s) located in countries outside the United States, and SoundHound plans to increase its international operations in the future. Accordingly, SoundHound expects to increasingly face significant operational risks and expenses from doing business internationally.

SoundHound’s international operating results may be affected by volatility in currency exchange rates and its ability to effectively manage its currency transaction risks. SoundHound would incur currency transaction risks if SoundHound were to enter into either a purchase or a sale transaction using a different currency from the currency in which SoundHound reports revenue. In such cases, SoundHound may suffer an exchange loss because SoundHound does not currently engage in currency swaps or other currency hedging strategies to address this risk. As SoundHound realizes its strategy to expand internationally, its exposure to currency risks may increase. Given the volatility of exchange rates, SoundHound can give no assurance that it will be able to effectively manage its currency transaction risks or that any volatility in currency exchange rates will not have a material adverse effect on its results of operations.

Other risks and uncertainties SoundHound faces from its global operations include, but are not limited to:

•        difficulties in staffing and managing foreign operations;

•        limited protection for the enforcement of contract and intellectual property rights in certain countries where SoundHound may sell SoundHound’s solutions or work with suppliers or other third parties;

•        potentially longer sales and payment cycles and potentially greater difficulties in collecting accounts receivable;

•        costs and difficulties of customizing solutions for foreign countries;

•        challenges in providing solutions across a significant distance, in different languages and among different cultures;

•        laws and business practices favoring local competition;

•        being subject to a wide variety of complex foreign laws, treaties and regulations and adjusting to any unexpected changes in such laws, treaties and regulations;

•        specific and significant regulations, including, but not limited to, the European Union’s General Data Protection Regulation (“GDPR”), which imposes compliance obligations on companies who possess and use data of EU residents;

•        differences in analysis of regulatory, legal and tax issues across various countries, such as different interpretations of antitrust and competition laws;

•        uncertainty and resultant political, financial and market instability arising from the United Kingdom’s exit from the European Union;

•        compliance with U.S. laws affecting activities of U.S. companies abroad, including the U.S. Foreign Corrupt Practices Act;

•        uncertainties related to geopolitical risks, including the relationship between the U.S. government and the government of other nations;

•        tariffs, trade barriers and other regulatory or contractual limitations on SoundHound’s ability to sell or develop its solutions in certain foreign markets;

•        operating in countries with a higher incidence of corruption and fraudulent business practices;

•        changes in regulatory requirements, including export controls, tariffs and embargoes, other trade restrictions, competition, corporate practices and data privacy concerns;

•        potential adverse tax consequences arising from global operations;

•        seasonal reductions in business activity in certain parts of the world, particularly during the summer months in Europe and at year-end globally;

•        rapid changes in government, economic and political policies and conditions; and

•        political or civil unrest or instability, terrorism or epidemics or pandemics (including any risks related to or resulting from COVID-19) and other similar outbreaks or events.

SoundHound’s failure to effectively manage the risks and uncertainties associated with its existing and planned global operations could limit the future growth of its business and adversely affect its operating results.

SoundHound relies on third-party telecommunications and internet service providers, including connectivity to its cloud software, and any failure by these service providers to provide reliable services could cause SoundHound to lose customers and subject it to claims for credits or damages, among other things.

SoundHound relies on services from third-party telecommunications providers in order to provide services to its customers and their customers, including telephone numbers. In addition, SoundHound depends on its internet bandwidth suppliers to provide uninterrupted and error-free service through their networks. SoundHound exercises little control over these third-party providers, which increases its vulnerability to problems with the services they provide.

When problems occur, it may be difficult to identify the source of the problem. Service disruption or outages, whether caused by SoundHound’s service, the products or services of SoundHound’s third-party service providers, or SoundHound’s customers’ or their customers’ equipment and systems, may result in loss of market acceptance of its products and technologies and any necessary remedial actions may force it to incur significant costs and expenses.

If any of these service providers fail to provide reliable services, suffer outages, degrade, disrupt, increase the cost of or terminate the services that SoundHound and its customers depend on, SoundHound may be required to switch to another service provider. Delays caused by switching SoundHound’s technology to another service provider, if available, and qualifying this new service provider could materially harm its operating results. Further, any failure on the part of third-party service providers to achieve or maintain expected performance levels, stability and security could harm SoundHound’s relationships with its customers, cause it to lose customers, result in claims for credits or damages, increase its costs or the costs incurred by its customers, damage its reputation, significantly reduce customer demand for its products and technologies and seriously harm its and operating results.

SoundHound’s customers rely on third-party telecommunications and internet service providers to provide them with access and connectivity to SoundHound’s cloud software, and changes in how telecommunication and internet service providers handle and charge for access to telecommunications and the internet could materially harm SoundHound’s customer relationships, business, financial condition and operations results.

SoundHound’s customers must have access to wireless telecommunications and/or broadband internet access services in order to use its products and certain of its offerings require substantial capacity to operate effectively. In the United States, wireless telecommunications and internet access services are provided by relatively few companies that, depending on the geographic area, have market power over such offerings. It is possible that these companies could charge SoundHound, its customers, or both fees to guarantee a service amount of capacity, or for quality of wireless telecommunications and broadband internet access services, that could advantage SoundHound’s competitors by degrading, disrupting, limiting, or otherwise restricting the use of infrastructure required to support SoundHound’s services. These providers likely have the ability to increase SoundHound’s rates, SoundHound’s customers’ rates, or both for wireless telecommunications and/or broadband internet access services which may increase the cost of SoundHound’s products and technologies making its products and technologies less competitive or decreasing SoundHound’s profit margins.

SoundHound’s plans to expand upon and establish new public cloud-based data centers for its U.S. and international operations may be unsuccessful and may present execution and competitive risks.

SoundHound may seek to expand upon and establish new public cloud deployments in the future to facilitate its platform in the U.S. and certain international markets. SoundHound may partner with a third-party to develop, test and deploy its technology to offer a full stack of products on the public cloud in the U.S. and certain international markets. SoundHound’s public cloud-based platform offering is critical to developing and providing its products to its customers, scaling its business for future growth, accurately maintaining data and otherwise operating its business. Infrastructure buildouts on the public cloud are complex, time-consuming and may involve substantial expenditures. In addition, the implementation of public cloud-based data centers involves risks, including loss of information and potential disruption to SoundHound’s normal operations. Deficiencies in the design, implementation or maintenance of the cloud-based data centers could materially harm SoundHound’s business.

As SoundHound considers approaches for expanding internationally, government regulation protecting the non-discriminatory provision of internet access may be nascent or non-existent. In those markets where regulatory safeguards against unreasonable discrimination are nascent or non-existent and where local network operators possess substantial market power, SoundHound could experience anti-competitive practices that could impede its growth, cause it to incur additional expenses or otherwise harm its business. Future regulations or changes in laws and regulations or their existing interpretations or applications could also hinder SoundHound’s operational flexibility, raise compliance costs and result in additional liabilities for SoundHound, which may harm its business.

Sales to customers outside the United States or customers with international operations and SoundHound’s international sales efforts and operations expose it to risks inherent in international sales and operations.

An element of SoundHound’s growth strategy is to expand its international sales efforts and develop a worldwide customer base. SoundHound’s international expansion may not be successful and may not produce the return on investment it expects.

SoundHound’s international subsidiaries employ workers primarily in Canada, Germany, Japan, China, France and Korea. Operating in international markets requires significant resources and management attention and subjects it to intellectual property, regulatory, economic and political risks that are different from those in the United States. As SoundHound increases its international sales efforts it will face risks in doing business internationally that could harm its business, including:

•        the need to establish and protect SoundHound’s brand in international markets;

•        the need to localize and adapt SoundHound’s products for specific countries, including translation into foreign languages and associated costs and expenses;

•        difficulties in staffing and managing foreign operations, particularly hiring and training qualified sales and service personnel;

•        the need to implement and offer customer care in various languages;

•        different pricing environments, longer sales and accounts receivable payment cycles and collections issues;

•        weaker protection for intellectual property and other legal rights than in the U.S. and practical difficulties in enforcing intellectual property and other rights outside of the U.S.;

•        privacy and data protection laws and regulations that are complex, expensive to comply with and may require that customer data be stored and processed in a designated territory;

•        increased risk of piracy, counterfeiting and other misappropriation of SoundHound’s intellectual property in its locations outside the U.S.;

•        new and different sources of competition;

•        general economic conditions in international markets;

•        fluctuations in the value of the U.S. dollar and foreign currencies, which may make SoundHound’s products more expensive in other countries or may increase its costs, impacting its operating results when translated into U.S. dollars;

•        compliance challenges related to the complexity of multiple, conflicting and changing governmental laws and regulations, including employment, tax, telecommunications and telemarketing laws and regulations;

•        increased risk of international telecom fraud;

•        laws and business practices favoring local competitors;

•        compliance with laws and regulations applicable to foreign operations and cross border transactions, including the Foreign Corrupt Practices Act, the U.K. Bribery Act and other anti-corruption laws, supply chain restrictions, import and export control laws, tariffs, trade barriers, economic sanctions and other regulatory or contractual limitations on SoundHound’s ability to sell its products in certain foreign markets, and the risks and costs of non-compliance;

•        increased financial accounting and reporting burdens and complexities;

•        restrictions or taxes on the transfer of funds;

•        adverse tax consequences; and

•        unstable economic and political conditions and potential accompanying shifts in laws and regulations.

These risks could harm SoundHound’s international operations, increase its operating costs and hinder its ability to grow its international business and, consequently, its overall business and results of operations.

In addition, compliance with laws and regulations applicable to SoundHound’s international operations increases its cost of doing business outside the United States. SoundHound may be unable to keep current with changes in foreign government requirements and laws as they change from time to time, which often occurs with minimal or no advance notice. Failure to comply with these regulations could harm its business. In many countries outside the United States, it is common for others to engage in business practices that are prohibited by SoundHound’s internal policies and procedures or United States or international regulations applicable to it. Although SoundHound has implemented policies and procedures designed to ensure compliance with these laws and policies, there can be no assurance that all of its employees, contractors, strategic partners and agents will comply with these laws and policies. Violations of laws or key control policies by SoundHound’s employees, contractors, strategic partners or agents could result in delays in revenue recognition, financial reporting misstatements, fines, delays in filing financial reports required as a public company, penalties, or prohibitions on selling its products, any of which could harm its business.

Tax matters may cause significant variability in SoundHound’s operating results and may impact its overall financial condition.

SoundHound’s businesses are subject to income taxation in the United States, as well as in many tax jurisdictions throughout the world. Tax rates in these jurisdictions may be subject to significant change. If SoundHound’s effective tax rate increases, its operating results and cash flow could be adversely affected. SoundHound’s effective income tax rate can vary significantly between periods due to a number of complex factors including:

•        projected levels of taxable income;

•        pre-tax income being lower than anticipated in countries with lower statutory rates or higher than anticipated in countries with higher statutory rates;

•        increases or decreases to valuation allowances recorded against deferred tax assets;

•        tax audits conducted and settled by various tax authorities;

•        adjustments to income taxes upon finalization of income tax returns;

•        the ability to claim foreign tax credits;

•        the repatriation of non-U.S. earnings for which SoundHound has not previously provided for income taxes; and

•        changes in tax laws and their interpretations in countries in which SoundHound is subject to taxation.

SoundHound regularly evaluates the need for a valuation allowance on deferred tax assets, considering historical profitability, projected future taxable income, the expected timing of the reversals of existing temporary differences and tax planning strategies. This analysis is heavily dependent upon SoundHound’s current and projected operating results. A decline in future operating results could provide substantial evidence that a full or partial valuation allowance for deferred tax assets is necessary. This could have a material adverse effect on SoundHound’s results of operations and financial condition.

Forecasts of SoundHound’s market and market growth may prove to be inaccurate, and even if the markets in which it competes achieve the forecasted growth, there can be no assurance that its business will grow at similar rates, or at all.

Growth forecasts described in this proxy statement/prospectus/consent solicitation relating to SoundHound’s market opportunities, including in the Voice AI market and adjacent markets, and the expected growth thereof, are subject to significant uncertainty and are based on assumptions and estimates which may prove to be inaccurate. Even if these markets meet its size estimate and experience the forecasted growth, it may not grow its business at a similar rate, or at all. Its growth is subject to many factors, including its success in implementing its business strategy and ability to penetrate adjacent markets, which is subject to many risks and uncertainties. Accordingly, the forecasts of market growth included in this proxy statement/prospectus/consent solicitation should not be taken as indicative of its future growth.

If SoundHound is unable to acquire new customers, its operating results will be harmed. Likewise, potential customer turnover in the future, or costs it incurs to retain its existing customers, could materially and adversely affect its operating results.

SoundHound’s success depends on its ability to acquire new customers in new and existing verticals, and in new and existing geographic markets. If SoundHound is unable to attract a sufficient number of new customers, it may be unable to reduce gross margins at desired rates and its operating results may suffer. The Voice AI market is competitive and many of SoundHound’s competitors have substantial financial, personnel and other resources that they utilize to develop solutions and attract customers. As a result, it may be difficult for us to add new customers to SoundHound’s existing customer base. Competition in the marketplace may also lead us to win fewer new customers or result in us providing discounts and other commercial incentives. Additional factors that impact SoundHound’s ability to acquire new customers include the perceived need for Voice AI -enabled products or Voice AI services, the size of prospective customers’ budgets for Voice AI, the utility and efficacy of SoundHound’s existing and new products, whether proven or perceived, and general economic conditions. These factors may have a meaningful negative impact on operating results.

If SoundHound does not successfully anticipate market needs, enhance its existing products, execute on delivering quality products and services, or develop new products and services that meet those needs on a timely basis, it may not be able to compete effectively and its ability to generate revenues will suffer.

SoundHound cannot guarantee that it will be able to anticipate future market needs and opportunities or be able to develop product and service enhancements or new products and services to meet such needs or opportunities in a timely manner, if at all. Even if SoundHound is able to anticipate, develop and commercially introduce enhancements and new products and services, there can be no assurance that enhancements or new products and services will achieve widespread market acceptance.

New products, as well as enhancements to its existing products, could fail to attain sufficient market acceptance for many reasons, including:

•        delays in releasing new products, or product enhancements;

•        failure to accurately predict market demand and to supply products that meet this demand in a timely fashion;

•        defects in its products, errors or failures of its products;

•        negative publicity or perceptions about the performance or effectiveness of products;

•        introduction or anticipated introduction of competing products or technologies by its competitors; and

•        installation, configuration or usage errors by its customers.

If SoundHound fails to anticipate market requirements or fail to develop and introduce product enhancements or new products to meet those needs in a timely manner, it could cause us to lose existing customers and prevent us from gaining new customers, which would significantly harm its business, financial condition and results of operations.

If SoundHound spends significant time and effort on research and development and is unable to generate an adequate return on its investment, its results of operations may be materially and adversely affected.

SoundHound’s business model is predicated, in part, on maintaining a customer base that will generate a recurring stream of revenues. If that recurring stream of revenues is not maintained or does not increase as expected, or if SoundHound’s business model changes as the industry evolves, its operating results may be adversely affected.

SoundHound’s business model is dependent, in part, on its ability to maintain and increase a customer base that generates recurring revenues. Existing and future customers of SoundHound’s products, technologies and systems may not purchase its subscriptions for its proprietary products or enter into service contracts with SoundHound at the same rate at which customers currently purchase those subscriptions or enter into service contracts with us. If SoundHound’s current and future customers purchase a lower volume of subscriptions for SoundHound’s proprietary products or do not continue entering into service contracts with us, SoundHound’s recurring revenue stream relative to its total revenues would be reduced and its operating results would be adversely affected.

SoundHound’s brand, reputation and ability to attract, retain and serve its customers are dependent in part upon the reliable performance of its products and technologies.

SoundHound’s brand, reputation and ability to attract, retain and serve its customers are dependent in part upon the reliable performance of, and the ability of its existing customers and new customers to access and use, its solutions, including real-time analytics and intelligence.

Interruptions in SoundHound’s systems or the third-party systems on which SoundHound and its products rely, whether due to system failures, computer viruses, physical or electronic break-ins, or other factors, could affect the security or availability of our products, network infrastructure, cloud infrastructure and website.

Problems with the reliability or security of SoundHound’s systems could harm its reputation. Damage to SoundHound’s reputation and the cost of remedying these problems could negatively affect its business, financial condition, and operating results. Additionally, SoundHound’s third-party hosting suppliers in certain instances may have no obligations to renew their agreements with us on commercially reasonable terms or at all, and certain of the

agreements governing these relationships may be terminated by either party at any time. If SoundHound is unable to maintain, renew, or expand its agreements with these providers on commercially reasonable terms, it may experience costs or downtime as it transitions its operations.

Any disruptions or other performance problems with its products could harm SoundHound’s reputation and business and may damage its customers’ businesses. Interruptions in its service delivery might reduce SoundHound’s revenue, cause SoundHound to issue credits to customers, subject us to potential liability and cause customers not to renew their subscription purchases of its products.

If SoundHound is unable to maintain and enhance its brand or reputation as an industry leader, its operating results may be adversely affected.

SoundHound believes that maintaining and enhancing its reputation as the leader in Voice AI market is critical to its relationship with its customers and its customers’ end-users and its ability to maintain customers and continue to attract new customers. The successful promotion of its brand will depend on multiple factors, including its marketing efforts, its ability to continue to deliver a superior customer experience and develop high-quality features for its products and its ability to successfully differentiate its products from those of its competitors. Its brand promotion activities may not be successful or yield increased revenue. The promotion of its brand requires SoundHound to make substantial expenditures, and it anticipates that the expenditures will increase as its market becomes more competitive, as it expands into new geographies and vertical markets and as more sales are generated through its reseller partners. To the extent that these activities yield increased revenue, this revenue may not offset the increased expenses it incurs. If SoundHound does not successfully maintain and enhance its brand and reputation, its operating results may be adversely affected.

Risks Relating to SoundHound’s Intellectual Property and Technology

SoundHound’s use of open source technology could impose limitations on its ability to commercialize its software.

SoundHound uses open source technology in some of its software and expect to continue to use open source technology in the future. Although we monitor its use of open source technology to avoid subjecting its software to conditions SoundHound does not intend, we may face allegations from others alleging ownership of, or seeking to enforce the terms of, an open source license, including by demanding release of the open source software, derivative works, or SoundHound’s proprietary source code that was developed using such technology. These allegations could also result in litigation. The terms of many open source licenses have not been interpreted by United States courts. There is a risk that these licenses could be construed in a way that could impose unanticipated conditions or restrictions on SoundHound’s ability to commercialize its software. In such an event, we may be required to seek licenses from third parties to continue commercially offering its software, to make its proprietary code generally available in source code form, to re-engineer its software or to discontinue the sale of its software if re-engineering could not be accomplished on a timely basis, any of which could adversely affect SoundHound’s business and revenue.

The use of open source technology could subject SoundHound to a number of other risks and challenges. Certain open source technology is subject to further development or modification by anyone. Others may develop such software to be competitive with or no longer useful by us. It is also possible for competitors to develop their own solutions using open source software, potentially reducing the demand for SoundHound’s software. If SoundHound is unable to successfully address these challenges, its operating results may be adversely affected, and its development costs may increase.

Third parties have claimed in the past and may claim in the future that SoundHound is infringing their intellectual property, and we could be exposed to significant litigation or licensing expenses or be prevented from selling SoundHound’s products or making its technologies available to its customers if such claims are successful.

SoundHound has been and in the future may be subject to claims and legal actions alleging that we or its customers may be infringing or contributing to the infringement of the intellectual property rights of others. We may be unaware of intellectual property rights of others that may cover some of its technologies and products. If it appears necessary or desirable, we may seek licenses for these intellectual property rights. However, we may not be able to obtain licenses from some or all claimants, the terms of any offered licenses may not be acceptable to us, and we may not be able to resolve disputes without litigation. Any litigation regarding intellectual property could be

costly and time-consuming and could divert the attention of SoundHound’s management and key personnel from its business operations. Intellectual property disputes could subject us to significant liabilities, require us to enter into royalty and licensing arrangements on unfavorable terms, prevent us from licensing certain of its products, cause severe disruptions to its operations or the markets in which we compete, or require us to satisfy indemnification commitments with its customers including contractual provisions under various arrangements. Furthermore, because of the substantial amount of discovery required in connection with intellectual property litigation, there is a risk that some of SoundHound’s confidential information could be compromised by disclosure during this type of litigation. For example, during the course of this kind of litigation, confidential information may be inadvertently disclosed in the form of documents or testimony in connection with discovery requests, depositions or trial testimony. This disclosure could have a material adverse effect on SoundHound’s business and its financial results. Any of these could seriously harm SoundHound’s business.

Unauthorized use of SoundHound’s proprietary technology and intellectual property could adversely affect its business and results of operations.

SoundHound’s success and competitive position depend in large part on its ability to obtain and maintain intellectual property rights protecting its products and technologies. We rely on a combination of patents, copyrights, trademarks, trade secrets, confidentiality provisions and licensing arrangements to establish and protect SoundHound’s intellectual property and proprietary rights. Unauthorized parties may attempt to copy or discover aspects of SoundHound’s products or to obtain, license, sell or otherwise use information that we regard as proprietary. Policing unauthorized use of SoundHound’s products is difficult and we may not be able to protect its technology from unauthorized use. Additionally, SoundHound’s competitors may independently develop technologies that are substantially the same or superior to its technologies and that do not infringe its rights. In these cases, we would be unable to prevent its competitors from selling or licensing these similar or superior technologies. In addition, the laws of some foreign countries do not protect SoundHound’s proprietary rights to the same extent as the laws of the United States. Although the source code for SoundHound’s proprietary software is protected both as a trade secret and as a copyrighted work, litigation may be necessary to enforce its intellectual property rights, to protect its trade secrets, to determine the validity and scope of the proprietary rights of others, or to defend against claims of infringement or invalidity. Litigation, regardless of the outcome, can be very expensive and can divert management’s efforts.

SoundHound’s software products may have bugs, which could result in delayed or lost revenue, expensive correction, liability to its customers and claims against us.

Complex software products such as SoundHound’s may contain errors, defects or bugs. Defects in the solutions or products that we develop and sell to its customers could require expensive corrections and result in delayed or lost revenue, adverse customer reaction and negative publicity about us or SoundHound’s products and technologies. Customers who are not satisfied with any of SoundHound’s products may also bring claims against us for damages, which, even if unsuccessful, would likely be time-consuming to defend, and could result in costly litigation and payment of damages. Such claims could harm SoundHound’s reputation, financial results and competitive position.

We may be unable to respond quickly enough to changes in technology and technological risks and to develop its intellectual property into commercially viable products.

Changes in legislative, regulatory or industry requirements or in competitive technologies may render certain of SoundHound’s products obsolete or less attractive to its customers, which could adversely affect its results of operations. SoundHound’s ability to anticipate changes in technology and regulatory standards and to successfully develop and introduce new and enhanced products on a timely basis will be a significant factor in its ability to be competitive. There is a risk that we will not be able to achieve the technological advances that may be necessary for us to be competitive or that certain of its products will become obsolete. SoundHound is also subject to the risks generally associated with new product introductions and applications, including lack of market acceptance, delays in product development and failure of products to operate properly. These risks could have a material adverse effect on SoundHound’s business, results of operations and financial condition.

Risks Relating to the Business Combination

We may be unable to achieve some or all of the benefits that we expect to achieve from the Business Combination.

We believe that, as an independent, publicly traded company, we will be able to, among other things, design and implement corporate strategies and policies and develop partnerships that are better targeted to SoundHound’s business’s areas of strength and differentiation, better focus its financial and operational resources on those specific strategies, create effective incentives for its management and employees that are more closely tied to its business performance, provide investors more flexibility and enable us to achieve alignment with a more natural stockholder base and implement and maintain a capital structure designed to meet SoundHound’s specific needs. We may be unable to achieve some or all of the benefits that we expect to achieve as an independent company in the time we expect, if at all, for a variety of reasons, including as an independent, publicly traded company, we may be more susceptible to market fluctuations and other adverse events. If we fail to achieve some or all of the benefits that we expect to achieve as an independent company, or do not achieve them in the time we expect, SoundHound’s business, financial condition and results of operations could be adversely affected.

Failure to establish and maintain effective internal controls in accordance with Section 404 of the Sarbanes-Oxley Act could have a material adverse effect on SoundHound’s business and stock price.

SoundHound is not currently required to comply with the rules of the SEC implementing Section 404 of the Sarbanes-Oxley Act and is, therefore, not required to make a formal assessment of the effectiveness of SoundHound’s internal control over financial reporting for that purpose. Upon becoming a public company, SoundHound will be required to comply with the SEC’s rules implementing Sections 302 and 404 of the Sarbanes-Oxley Act, which will require management to certify financial and other information in SoundHound’s quarterly and annual reports and provide an annual management report on the effectiveness of controls over financial reporting. Although SoundHound will be required to disclose changes made in its internal controls and procedures on a quarterly basis, SoundHound will not be required to make its first annual assessment of its internal control over financial reporting pursuant to Section 404 until the year following its first annual report required to be filed with the SEC.

To comply with the requirements of being a public company, SoundHound has undertaken various actions, and will need to take additional actions, such as implementing numerous internal controls and procedures and hiring additional accounting or internal audit staff or consultants. Testing and maintaining internal control can divert SoundHound’s management’s attention from other matters that are important to the operation of SoundHound’s business. Additionally, when evaluating SoundHound’s internal control over financial reporting, SoundHound may identify material weaknesses that SoundHound may not be able to remediate in time to meet the applicable deadline imposed upon SoundHound for compliance with the requirements of Section 404. Investors may lose confidence in the accuracy and completeness of SoundHound’s financial reports and the market price of SoundHound’s common stock could be negatively affected if any of the following occurs: (i) SoundHound identifies any material weaknesses in its internal control over financial reporting; (ii) SoundHound is unable to comply with the requirements of Section 404 in a timely manner; (iii) SoundHound asserts that its internal control over financial reporting is ineffective; or (iv) SoundHound’s independent registered public accounting firm is unable to express an opinion as to the effectiveness of its internal control over financial reporting once SoundHound is no longer an emerging growth company. SoundHound could also become subject to investigations by the SEC, the stock exchange on which its securities are listed or other regulatory authorities, which could require additional financial and management resources. In addition, if SoundHound fails to remedy any material weakness, SoundHound’s financial statements could be inaccurate and SoundHound could face restricted access to capital markets.

SoundHound is an “emerging growth company” and “smaller reporting company” and as such the reduced disclosure requirements applicable to emerging growth companies and smaller reporting companies may make SoundHound’s common stock less attractive to investors.

SoundHound is an “emerging growth company,” as defined in the JOBS Act. As an emerging growth company we may follow reduced disclosure requirements and do not have to make all of the disclosures that public companies that are not emerging growth companies do. We will remain an emerging growth company until the earlier of (a) the last day of the fiscal year in which SoundHound has total annual gross revenues of $1.07 billion or more; (b) the last day of the fiscal year following the fifth anniversary of the date of the completion of the initial public offering of ATSP; (c) the date on which SoundHound has issued more than $1 billion in nonconvertible debt

during the previous three years; or (d) the date on which SoundHound is deemed to be a large accelerated filer under the rules of the SEC, which means the market value of SoundHound’s Class A common stock that is held by non-affiliates exceeds $700.0 million as of the prior June 30th. For so long as we remain an emerging growth company, SoundHound is permitted and intend to rely on exemptions from certain disclosure requirements that are applicable to other public companies that are not emerging growth companies. These exemptions include:

•        not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act;

•        not being required to comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis);

•        reduced disclosure obligations regarding executive compensation in SoundHound’s periodic reports, proxy statements, and registration statements; and

•        exemptions from the requirements of holding a nonbinding advisory vote of stockholders on executive compensation, stockholder approval of any golden parachute payments not previously approved, and having to disclose the ratio of the compensation of SoundHound’s chief executive officer to the median compensation of SoundHound’s employees.

In addition, the JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. This allows an emerging growth company to delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. SoundHound has elected to use the extended transition period for complying with new or revised accounting standards; and as a result of this election, SoundHound’s financial statements may not be comparable to companies that comply with public company effective dates.

Further, SoundHound is a “smaller reporting company” as defined in Rule 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of SoundHound’s Class A common stock held by non-affiliates equals or exceeds $250.0 million as of the end of the prior June 30th, or (2) SoundHound’s annual revenues equaled or exceeded $100.0 million during such completed fiscal year and the market value of SoundHound’s Class A common stock held by non-affiliates exceeds $700.0 million as of the prior June 30th. To the extent we take advantage of such reduced disclosure obligations, it may also make comparison of its financial statements with other public companies difficult or impossible.

We may choose to take advantage of some, but not all, of the available exemptions for emerging growth companies. We cannot predict whether investors will find its common stock less attractive if we rely on these exemptions. If some investors find SoundHound’s common stock less attractive as a result, there may be a less active trading market for SoundHound’s Class A common stock and its share price may be more volatile.

In order to satisfy SoundHound’s obligations as a public company, we will need to hire qualified accounting and financial personnel with appropriate public company experience.

As a public company, we will need to establish and maintain effective disclosure and financial controls and make changes in its corporate governance practices. We may need to hire additional accounting and financial personnel with appropriate public company experience and technical accounting knowledge, and it may be difficult to recruit and retain such personnel. Even if SoundHound is able to hire appropriate personnel, its existing operating expenses and operations will be impacted by the direct costs of their employment and the indirect consequences related to the diversion of management resources from research and development efforts.

The commercial and credit environment may adversely affect SoundHound’s access to capital.

We will need to continue to raise capital in order to execute its business plan. SoundHound’s ability to issue debt or enter into other financing arrangements on acceptable terms could be adversely affected if there is a material decline in the demand for its products or in the solvency of its customers or suppliers or if there are other significantly

unfavorable changes in economic conditions. Volatility in the world financial markets could increase borrowing costs or affect SoundHound’s ability to access the capital markets. Capital raised by us may have a dilutive impact on existing stockholders and if SoundHound is unable to raise additional capital on favorable terms, or at all, we may be unable to maintain its research and development activities or may be unable to grow its business, which could impact SoundHound’s operating results and gross margin adversely.

The Amended Charter will require, to the fullest extent permitted by law, that derivative actions brought in SoundHound’s name, actions against its directors, officers, other employees or stockholders for breach of fiduciary duty and certain other actions may be brought only in the Court of Chancery in the State of Delaware and, if brought outside of Delaware, the stockholder bringing the suit will, subject to certain exceptions, be deemed to have consented to service of process on such stockholder’s counsel, which may have the effect of discouraging lawsuits against its directors, officers, other employees or stockholders.

ATSP’s Charter requires, and the Amended Charter will continue to require, to the fullest extent permitted by law, that derivative actions brought in SoundHound’s name, actions against its directors, officers, other employees or stockholders for breach of fiduciary duty and certain other actions may be brought only in the Court of Chancery in the State of Delaware and, if brought outside of Delaware, the stockholder bringing the suit will be deemed to have consented to service of process on such stockholder’s counsel except any action (A) as to which the Court of Chancery in the State of Delaware determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination), (B) which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery or (C) for which the Court of Chancery does not have subject matter jurisdiction. Any person or entity purchasing or otherwise acquiring any interest in SoundHound’s common stock shall be deemed to have notice of and consented to the forum provisions in the Amended Charter. This choice of forum provision may limit or make more costly a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or any of SoundHound’s directors, officers, other employees or stockholders, which may discourage lawsuits with respect to such claims. Alternatively, if a court were to find the choice of forum provision contained in the Amended Charter to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm SoundHound’s business, operating results and financial condition. The Amended Charter will provide that the exclusive forum provision will be applicable to the fullest extent permitted by applicable law, subject to certain exceptions. Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. As a result, the exclusive forum provision will not apply to suits brought to enforce any duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. In addition, the Amended Charter provides that, unless we consent in writing to the selection of an alternative forum, the federal district courts of the United States of America shall, to the fullest extent permitted by law, be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended, or the rules and regulations promulgated thereunder. We note, however, that there is uncertainty as to whether a court would enforce this provision and that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. Section 22 of the Securities Act creates concurrent jurisdiction for state and federal courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder.

Wage increases and pressure in certain geographies may prevent us from sustaining SoundHound’s competitive advantage and may reduce its profit margin.

Measures are being taken in the United States and globally to increase minimum wages, and there is a shortage of skilled labor in certain locations leading to increased wage pressure. Similarly, with an increased global focus on environmental, social and corporate-governance concerns and sustainability, input costs have been steadily rising. Accordingly, we may need to increase the levels of labor compensation more rapidly than in the past to remain competitive in attracting and retaining the quality and amount of labor that its business requires. To the extent that SoundHound is not able to control or share wage increases, wage increases may reduce its margins and cash flows, which could adversely affect its business.

The loss of one or more key members of SoundHound’s management team or personnel, or its failure to attract, integrate and retain additional personnel in the future, could harm its business and negatively affect its ability to successfully grow its business.

SoundHound is highly dependent upon the continued service and performance of the key members of SoundHound’s management team and other personnel. The loss of any of these individuals, each of whom is “at will” and may terminate his or her employment relationship with us at any time, could disrupt its operations and significantly delay or prevent the achievement of its business objectives. We believe that its future success will also depend in part on its continued ability to identify, hire, train and motivate qualified personnel. High demand exists for senior management and other key personnel (including technical, engineering, product, finance and sales personnel) in the digital manufacturing industry. A possible shortage of qualified individuals in the regions where we operate might require us to pay increased compensation to attract and retain key employees, thereby increasing its costs. In addition, we face intense competition for qualified individuals from numerous companies, many of whom have substantially greater financial and other resources and name recognition than us. We may be unable to attract and retain suitably qualified individuals who are capable of meeting its growing operational, managerial and other requirements, or we may be required to pay increased compensation in order to do so. For example, SoundHound’s failure to attract and retain shop floor employees may inhibit its ability to fulfill production orders for its customers. SoundHound’s failure to attract, hire, integrate and retain qualified personnel could impair its ability to achieve its business objectives.

All of SoundHound’s employees are at-will employees, meaning that they may terminate their employment relationship with us at any time, and their knowledge of its business and industry would be extremely difficult to replace. We generally enter into non-competition agreements with its employees and certain consultants. These agreements prohibit SoundHound’s employees and applicable consultants from competing directly with us or working for its competitors or customers while they work for us, and in some cases, for a limited period after they cease working for us. We may be unable to enforce these agreements under the laws of the jurisdictions in which its employees and applicable consultants work and it may be difficult for us to restrict SoundHound’s competitors from benefiting from the expertise that SoundHound’s former employees or consultants developed while working for us. If we cannot demonstrate that its legally protectable interests will be harmed, we may be unable to prevent its competitors from benefiting from the expertise of its former employees or consultants and its ability to remain competitive may be diminished.

Risks Related to SoundHound Being a Public Company

SoundHound has no operating history as a publicly traded company, and its historical financial information is not necessarily representative of the results we would have achieved as a publicly traded company and may not be a reliable indicator of its future results.

The historical financial information included in this proxy statement/prospectus/consent solicitation from SoundHound’s operation as a private company does not necessarily reflect the results of operations and financial position we would have achieved as a publicly traded company during the periods presented, or those that we will achieve in the future. This is primarily because of the following factors:

•        Prior to the Business Combination, we operated as a private company. SoundHound’s historical financial information reflects allocations of corporate expenses as a private company. These allocations may not reflect the costs we will incur for similar services in the future as a publicly traded company.

•        SoundHound’s historical financial information does not reflect changes that we expect to experience in the future as a result of becoming a publicly traded company, including changes in the financing, insurance, cash management, operations, cost structure and personnel needs of SoundHound’s business. As a publicly traded entity, we may be unable to purchase goods, services and technologies, such as insurance and health care benefits and computer software licenses, or access capital markets, on terms as favorable to us as those we obtained as a private company prior to the Business Combination, and SoundHound’s results of operations may be adversely affected. In addition, SoundHound’s historical financial data do not include an allocation of interest expense comparable to the interest expenses we will incur as a result of the Business Combination and related transactions.

Following the Business Combination, we also face additional costs and demands on management’s time associated with being a publicly traded company, including costs and demands related to corporate governance, investor and public relations and public reporting. Stockholder activism, the current political and social environment and the current high level of government intervention and regulatory reform may lead to substantial new regulations and disclosure obligations, which will likely result in additional compliance costs and could impact the manner in which SoundHound operates its business in ways SoundHound cannot currently anticipate. For additional information about SoundHound’s past financial performance, see “Selected Historical Financial Data,” “Unaudited Pro Forma Statements,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and SoundHound’s historical Consolidated Financial Statements and the Notes thereto included elsewhere in this proxy statement/prospectus/consent solicitation.

We may be unable to make, on a timely or cost-effective basis, the changes necessary to operate as an independent, publicly traded company, and we may experience increased costs after the Business Combination.

SoundHound is currently installing and implementing information technology infrastructure to support certain of its business functions, including accounting and reporting, human resources, sales operations, customer service, and distribution. We may incur substantially higher costs than previously anticipated as we transition from the transactional and operational systems and data centers we used when we were a private company. If SoundHound is unable to transition effectively, we may incur temporary interruptions in business operations. Any delay in implementing, or operational interruptions suffered while implementing, SoundHound’s new information technology infrastructure could disrupt its business and have a material adverse effect on our results of operations.

The majority of SoundHound’s management team has limited experience managing a public company.

Although SoundHound has expended a significant amount of time, money and effort on preparing to be a public company, the majority of its management team has limited experience managing a publicly-traded company, interacting with public company investors and research analysts, and complying with the increasingly complex laws and requirements pertaining to public companies, including those related to timely public disclosures, financial reporting, internal controls and enterprise risk management. As a result, they may not successfully or efficiently manage their new and additional roles and responsibilities. SoundHound’s transition to a public company is subject to significant regulatory oversight, reporting obligations under U.S. securities laws and the continuous scrutiny of securities analysts and investors. These new obligations and constituents will require significant attention of SoundHound’s senior management and could divert their attention away from the day-to-day management of SoundHound’s business, which could result in less time being devoted to SoundHound’s management and the achievement of SoundHound’s growth strategy and operational goals. Failure to adequately comply with the requirements of being a public company, including deficiencies in financial reporting or ineffective disclosure controls and procedures and internal control over financial reporting, could cause investors to lose confidence in SoundHound’s reported financial and other information and materially adversely affect SoundHound’s business, financial condition and results of operation, as well as severely negatively affect SoundHound’s stock price.

Risks Related to ATSP’s Business and the Business Combination

ATSP will be forced to liquidate the Trust Account if it cannot consummate a business combination by the date that is 18 months from the closing of the IPO, or September 15, 2022. In the event of a liquidation, ATSP’s public stockholders will receive $[•] per Subunit and the Warrants will expire worthless.

If ATSP is unable to complete a business combination by the date that is 18 months from the closing of the IPO, or September 15, 2022, and is forced to liquidate, the per-share liquidation distribution will be $10.00. Furthermore, public stockholders will forfeit the one-quarter Warrant included in the Subunits being redeemed.

You must tender your Subunits in order to validly seek redemption at the ATSP Special Meeting of stockholders.

In connection with tendering your Subunits for redemption, you must elect either to physically tender your share certificates to Continental or to deliver your Subunits to Continental electronically using DTC’s DWAC (Deposit/Withdrawal At Custodian) System, in each case at least two business days before the ATSP Special Meeting.

The requirement for physical or electronic delivery ensures that a redeeming holder’s election to redeem is irrevocable once the Business Combination is consummated. Any failure to observe these procedures will result in your loss of redemption rights in connection with the vote on the Business Combination.

If third parties bring claims against ATSP, the proceeds held in trust could be reduced and the per Subunit liquidation price received by ATSP’s Subunit holders may be less than $[•].

ATSP’s placing of funds in trust may not protect those funds from third party claims against ATSP. Although ATSP has received from many of the vendors, service providers (other than its independent accountants) and prospective target businesses with which it does business executed agreements waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit of ATSP’s public stockholders, they may still seek recourse against the Trust Account. Additionally, a court may not uphold the validity of such agreements. Accordingly, the proceeds held in trust could be subject to claims which could take priority over those of ATSP’s public stockholders. If ATSP liquidates the Trust Account before the completion of a business combination and distributes the proceeds held therein to its public stockholders, the Sponsor has contractually agreed that it will be liable to ensure that the proceeds in the Trust Account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by us for services rendered or contracted for or products sold to us, but only if such a vendor or prospective target business does not execute such a waiver. However, ATSP cannot assure you that they will be able to meet such obligation. Therefore, the per-share distribution from the Trust Account for our stockholders may be less than $10.00 per Subunit due to such claims.

Additionally, if ATSP is forced to file a bankruptcy case or an involuntary bankruptcy case is filed against it which is not dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy law, and may be included in ATSP’s bankruptcy estate and subject to the claims of third parties with priority over the claims of its stockholders. To the extent any bankruptcy claims deplete the Trust Account, ATSP may not be able to return $10.00 to our public stockholders.

Any distributions received by ATSP stockholders could be viewed as an unlawful payment if it was proved that immediately following the date on which the distribution was made, ATSP was unable to pay its debts as they fell due in the ordinary course of business.

ATSP’s Certificate of Incorporation provides that it will continue in existence only until the date that is 18 months from the closing of the IPO, or September 15, 2022. If ATSP is unable to consummate a transaction within the required time periods, upon notice from ATSP, the trustee of the Trust Account will distribute the amount in its Trust Account to its public stockholders. Concurrently, ATSP shall pay, or reserve for payment, from funds not held in trust, its liabilities and obligations, although ATSP cannot assure you that there will be sufficient funds for such purpose.

We expect that all costs and expenses associated with implementing our plan of dissolution, as well as payments to any creditors, will be funded from amounts remaining out of the approximately $750,000 of proceeds held outside the trust account, although we cannot assure you that there will be sufficient funds for such purpose. We will depend on sufficient interest being earned on the proceeds held in the Trust Account to pay any tax obligations we may owe or for working capital purposes.

However, we may not properly assess all claims that may be potentially brought against us. As such, our stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of our stockholders may extend well beyond the third anniversary of the date of distribution. Accordingly, third parties may seek to recover from our stockholders amounts owed to them by us.

If, after we distribute the proceeds in the Trust Account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover all amounts received by our stockholders. In addition, our Board may be viewed as having breached its fiduciary duty to our creditors and/or having acted in bad faith, thereby exposing itself and us to claims of punitive damages, by paying public stockholders from the trust account prior to addressing the claims of creditors.

If ATSP’s due diligence investigation of SoundHound was inadequate, then stockholders of ATSP following the Business Combination could lose some or all of their investment.

Even though ATSP conducted a thorough due diligence investigation of SoundHound, it cannot be sure that this diligence uncovered all material issues that may be present inside SoundHound or its business, or that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of SoundHound and its business and outside of its control will not later arise.

Because the post-combination company will be a publicly traded company by virtue of a merger as opposed to an underwritten initial public offering, the process does not use the services of one or more underwriters, which could result in less diligence being conducted.

In an underwritten initial public offering, underwriters typically conduct due diligence on the company being taken public in order to establish a due diligence defense against liability claims under federal securities laws. Because ATSP is already a publicly traded company, an underwriter has not been engaged. While the Sponsor may have an inherent conflict of interest because its shares and warrants will be worthless if a business combination is not completed, management and the board of directors of the acquirer, as well as private investors, undertake a certain level of due diligence. However, this due diligence is not necessarily the same level of due diligence undertaken by an underwriter in a traditional initial public offering. If such investigation had occurred, certain information in this proxy statement/prospectus/consent solicitation may have been presented in a different manner or additional information may have been presented at the request of such underwriter.

Stockholder litigation and regulatory inquiries and investigations are expensive and could harm ATSP’s operating results and could divert management attention.

In the past, securities class action litigation and/or stockholder derivative litigation and inquiries or investigations by regulatory authorities have often followed certain significant business transactions, such as the sale of a company or announcement of any other strategic transaction, such as the Business Combination. Any stockholder litigation and/or regulatory investigations against ATSP, whether or not resolved in ATSP’s favor, could result in substantial costs and divert ATSP’s management’s attention from other business concerns, which could adversely affect ATSP’s business and cash resources and the ultimate value ATSP’s stockholders receive as a result of the Business Combination.

The Initial Stockholders who own shares of common stock and Private Units will not participate in liquidation distributions and, therefore, they may have a conflict of interest in determining whether the Business Combination is appropriate.

As of the Record Date, the Initial Stockholders owned an aggregate of 3,325,000 shares of common stock and 349,500 Private Units. They have waived their right to redeem any Subunits in connection with a stockholder vote to approve a proposed initial business combination or sell any Subunits to ATSP in a tender offer in connection with a proposed initial business combination, or to receive distributions with respect to any Subunits upon the liquidation of the Trust Account if ATSP is unable to consummate a business combination. Based on a market price of $[•] per Unit on [•], 2022, the value of the Units was $[•]. The Private Units (including underlying securities) and founder shares acquired prior to the IPO will be worthless if ATSP does not consummate a business combination. Consequently, our directors’ discretion in identifying and selecting SoundHound as a suitable target business may result in a conflict of interest when determining whether the terms, conditions and timing of the Business Combination are appropriate and in ATSP’s public stockholders’ best interest.

ATSP is requiring stockholders who wish to redeem their Subunits in connection with a proposed business combination to comply with specific requirements for redemption that may make it more difficult for them to exercise their redemption rights prior to the deadline for exercising their rights.

ATSP is requiring stockholders who wish to redeem their Subunits to either tender their certificates to Continental or to deliver their Subunits to Continental electronically using the DTC’s DWAC (Deposit/Withdrawal At Custodian) System at least two business days before the ATSP Special Meeting. In order to obtain a physical certificate, a stockholder’s broker and/or clearing broker, DTC and Continental will need to act to facilitate this request. It is ATSP’s understanding that stockholders should generally allot at least two weeks to obtain physical certificates from Continental. However, because ATSP does not have any control over this process or over the brokers or DTC, it may take significantly longer than two weeks to obtain a physical certificate. While ATSP has been advised that it takes

a short time to deliver Subunits through the DWAC System, ATSP cannot assure you of this fact. Accordingly, if it takes longer than ATSP anticipates for stockholders to deliver their Subunits, stockholders who wish to redeem may be unable to meet the deadline for exercising their redemption rights and thus may be unable to redeem their Subunits.

ATSP will require its public stockholders who wish to redeem their Subunits in connection with the Business Combination to comply with specific requirements for redemption described above, such redeeming stockholders may be unable to sell their securities when they wish to in the event that the Business Combination is not consummated.

If ATSP requires public stockholders who wish to redeem their Subunits in connection with the proposed Business Combination to comply with specific requirements for redemption as described above and the Business Combination is not consummated, ATSP will promptly return such certificates to its public stockholders. Accordingly, investors who attempted to redeem their Subunits in such a circumstance will be unable to sell their securities after the failed acquisition until ATSP has returned their securities to them. The market price of Subunits may decline during this time and you may not be able to sell your securities when you wish to, even while other stockholders that did not seek redemption may be able to sell their securities.

If ATSP’s security holders exercise their registration rights with respect to their securities, it may have an adverse effect on the market price of ATSP’s securities.

ATSP’s Initial Stockholders are entitled to make a demand that it register the resale of their founder shares at any time commencing three months prior to the date on which their shares may be released from escrow. Additionally, the holders of Representative Shares, the Private Units and any Units the Sponsor, Initial Stockholders, officers, directors, or their affiliates may be issued in payment of working capital loans made to ATSP, are entitled to demand that ATSP register the resale of the Representative Shares, Private Units and any other Units ATSP issues to them (and the underlying securities) commencing at any time after ATSP consummates an initial business combination. If such persons exercise their registration rights with respect to all of their securities, then there will be an additional 3,745,000 shares of common stock and 416,000 Units (and underlying securities) eligible for trading in the public market. The presence of these additional shares of common stock and Units (and underlying securities) trading in the public market may have an adverse effect on the market price of ATSP’s securities.

ATSP will not obtain an opinion from an unaffiliated third party as to the fairness of the Business Combination to its stockholders.

ATSP is not required to obtain an opinion from an unaffiliated third party that the price it is paying in the Business Combination is fair to its public stockholders from a financial point of view. ATSP’s public stockholders therefore, must rely solely on the judgment of the Board.

If the Business Combination’s benefits do not meet the expectations of financial or industry analysts, the market price of ATSP’s securities may decline.

The market price of ATSP’s securities may decline as a result of the Business Combination if:

•        ATSP does not achieve the perceived benefits of the acquisition as rapidly as, or to the extent anticipated by, financial or industry analysts; or

•        The effect of the Business Combination on the financial statements is not consistent with the expectations of financial or industry analysts.

Accordingly, investors may experience a loss as a result of decreasing stock prices.

ATSP’s directors and officers may have certain conflicts in determining to recommend the acquisition of SoundHound, since certain of their interests, and certain interests of their affiliates and associates, are different from, or in addition to, your interests as a shareholder.

ATSP’s management and directors have interests in and arising from the Business Combination that are different from, or in addition to, your interests as a shareholder, which could result in a real or perceived conflict of interest. These interests include the fact that certain of the shares of common stock and Private Units (including the underlying securities) owned by ATSP’s management and directors, or their affiliates and associates, would become worthless if the Business Combination Proposal is not approved and ATSP otherwise fails to consummate a business combination

prior to September 15, 2022 (unless such date has been extended as described herein). See “Proposal 1 — The Business Combination Proposal — Interests of Certain Persons in the Business Combination” beginning on page 97 for additional information.

ATSP and SoundHound have incurred and expect to incur significant costs associated with the Business Combination. Whether or not the Business Combination is completed, the incurrence of these costs will reduce the amount of cash available to be used for other corporate purposes by ATSP if the Business Combination is completed or by ATSP if the Business Combination is not completed.

ATSP and SoundHound have incurred and expect to incur significant costs associated with the Business Combination. Whether or not the Business Combination is completed, ATSP expects to incur approximately $[•] in expenses. These expenses will reduce the amount of cash available to be used for other corporate purposes by ATSP if the Business Combination is completed or by ATSP if the Business Combination is not completed.

ATSP has incurred and will incur significant transaction costs in connection with transactions contemplated by the Business Combination Agreement.

ATSP has incurred and will incur significant transaction costs in connection with the Business Combination. If the Business Combination is not consummated, ATSP may not have sufficient funds to seek an alternative business combination and may be forced to liquidate and dissolve.

The unaudited pro forma condensed combined financial information included in this proxy statement/prospectus/consent solicitation may not be indicative of what the Combined Company’s actual financial position or results of operations would have been.

The unaudited pro forma condensed combined financial information in this proxy statement/prospectus/consent solicitation is presented for illustrative purposes only and is not necessarily indicative of what Combined Company’s actual financial position or results of operations would have been had the Business Combination been completed on the dates indicated. See the section titled “Unaudited Pro Forma Condensed Combined Financial Information” for more information.

In the event that a significant number of Subunits are redeemed, our Class A Common Stock may become less liquid following the Business Combination.

If a significant number of Subunits are redeemed, ATSP may be left with a significantly smaller number of stockholders. As a result, trading in the shares of the Combined Company may be limited and your ability to sell your shares in the market could be adversely affected. The Combined Company intends to apply to list its shares on the Nasdaq Stock Market (“Nasdaq”), and Nasdaq may not list the common stock on its exchange, which could limit investors’ ability to make transactions in ATSP’s securities and subject ATSP to additional trading restrictions.

The Combined Company will be required to meet the initial listing requirements to be listed on the Nasdaq Stock Market. However, the Combined Company may be unable to maintain the listing of its securities in the future.

If the Combined Company fails to meet the continued listing requirements and Nasdaq delists its securities, ATSP could face significant material adverse consequences, including:

•        a limited availability of market quotations for its securities;

•        a limited amount of news and analyst coverage for the Combined Company; and

•        a decreased ability to issue additional securities or obtain additional financing in the future

ATSP may waive one or more of the conditions to the Business Combination without resoliciting shareholder approval for the Business Combination.

ATSP may agree to waive, in whole or in part, some of the conditions to its obligations to complete the Business Combination, to the extent permitted by applicable laws. The Board will evaluate the materiality of any waiver to determine whether amendment of this proxy statement/prospectus/consent solicitation and resolicitation of proxies is warranted. In some instances, if the Board determines that a waiver is not sufficiently material to

warrant resolicitation of stockholders, ATSP has the discretion to complete the Business Combination without seeking further shareholder approval. For example, it is a condition to ATSP’s obligations to close the Business Combination that there be no applicable law and no injunction or other order restraining or imposing any condition on the consummation of the Business Combination, however, if the Board determines that any such order or injunction is not material to the business of SoundHound, then the Board may elect to waive that condition without shareholder approval and close the Business Combination.

ATSP’s stockholders will experience immediate dilution as a consequence of the issuance of common stock as consideration in the Business Combination and the PIPE Investment. Having a minority share position may reduce the influence that ATSP’s current stockholders have on the management of ATSP.

It is anticipated that upon completion of the Business Combination, ATSP’s public stockholders (other than the PIPE Investment investors) will retain an ownership interest of approximately [•]% in the Combined Company, the PIPE Investment investors will own approximately [•]% of the Combined Company, the Sponsor, officers, directors and other holders of founder shares will retain an ownership interest of approximately [•]% of the Combined Company, the Representative will retain an ownership interest of approximately [•]% of the Combined Company, and the SoundHound stockholders will own approximately [•]% of the Combined Company.

Assuming that the SoundHound Class B Charter Amendment has been adopted and shares of SoundHound Class B Common Stock issued to the SoundHound Founders prior to the Effective Time, then the Class B Provisions will be included in the Amended Charter and, at the Closing, all outstanding shares of SoundHound Class B Common Stock (which will be held by SoundHound’s founders) will be exchanged for shares of ATSP Class B Common Stock entitling the SoundHounder Founders to the same number of votes per share as they were entitled to relative to matters presented to stockholders of SoundHound upon SoundHound’s adoption of the SoundHound Class B Charter Amendment. As a result, if the Amended Charter includes the Class B Provisions, it is anticipated that upon completion of the Business Combination, ATSP’s public stockholders (other than the PIPE Investment investors) will retain voting power of approximately [•]% in the Combined Company, the PIPE Investment investors will have voting power approximately [•]% in the Combined Company, the Sponsor, officers, directors and other holders of founder shares will have voting power of approximately [•]% in the Combined Company, the SoundHound Founders will have approximately [•]% the Representative will retain voting power of approximately [•]% of the Combined Company, and the SoundHound stockholders other than the SoundHound Founders will have voting power of approximately [•]% of the Combined Company.

The ownership percentage with respect to the Combined Company does not take into account (i) the redemption of any Public Subunits by the ATSP public stockholders or (ii) the issuance of any additional shares upon the Closing of the Business Combination under the Incentive Award Plan or the ESPP. If the actual facts are different from these assumptions (which they are likely to be), the percentage ownership retained by the ATSP stockholders will be different. See “Unaudited Pro Forma Condensed Combined Financial Information.”

Risks Related to Combined Company’s Class A Common Stock and the Securities Market

The Combined Company’s stock price may fluctuate significantly.

The market price of the Combined Company’s Class A common stock may fluctuate widely, depending on many factors, some of which may be beyond our control, including:

•        actual or anticipated fluctuations in our results of operations due to factors related to its business;

•        success or failure of its business strategies;

•        competition and industry capacity;

•        changes in interest rates and other factors that affect earnings and cash flow;

•        its level of indebtedness, its ability to make payments on or service its indebtedness and its ability to obtain financing as needed;

•        its ability to retain and recruit qualified personnel;

•        its quarterly or annual earnings, or those of other companies in its industry;

•        announcements by us or its competitors of significant acquisitions or dispositions;

•        changes in accounting standards, policies, guidance, interpretations or principles;

•        the failure of securities analysts to cover, or positively cover, its Class A common stock after the Business Combination;

•        changes in earnings estimates by securities analysts or its ability to meet those estimates;

•        the operating and stock price performance of other comparable companies;

•        investor perception of the company and its industry;

•        overall market fluctuations unrelated to its operating performance;

•        results from any material litigation or government investigation;

•        changes in laws and regulations (including tax laws and regulations) affecting its business;

•        changes in capital gains taxes and taxes on dividends affecting stockholders; and

•        general economic conditions and other external factors.

Low trading volume for the Combined Company’s Class A common stock, which may occur if an active trading market does not develop, among other reasons, would amplify the effect of the above factors on stock price volatility.

Should the market price of our shares drop significantly, stockholders may institute securities class action lawsuits against us. A lawsuit against the Combined Company could cause the Combined Company to incur substantial costs and could divert the time and attention of its management and other resources.

Your percentage ownership in the Combined Company may be diluted in the future.

Stockholders’ percentage ownership in the Company may be diluted in the future because of equity issuances for acquisitions, capital market transactions or otherwise, including equity awards that the Combined Company will be granting to directors, officers and other employees. Our Board has adopted the incentive plan and ESPP subject to stockholder approval, for the benefit of certain of our current and future employees, service providers and non-employee directors. Such awards will have a dilutive effect on our earnings per share, which could adversely affect the market price of our Class A Common Stock.

From time-to-time, the Combined Company may opportunistically evaluate and pursue acquisition opportunities, including acquisitions for which the consideration thereof may consist partially or entirely of newly-issued shares of Combined Company common stock and, therefore, such transactions, if consummated, would dilute the voting power and/or reduce the value of our common stock.

An active, liquid trading market for the Combined Company’s Class A Common Stock may not develop, which may limit your ability to sell your shares.

An active trading market for the Combined Company’s shares of Class A Common Stock may never develop or be sustained following the consummation of the Business Combination. A public trading market having the desirable characteristics of depth, liquidity and orderliness depends upon the existence of willing buyers and sellers at any given time, such existence being dependent upon the individual decisions of buyers and sellers over which neither the Combined Company nor any market maker has control. The failure of an active and liquid trading market to develop and continue would likely have a material adverse effect on the value of the Combined Company’s Class A Common Stock. An inactive market may also impair the Combined Company’s ability to raise capital to continue to fund operations by issuing shares and may impair the Combined Company’s ability to acquire other companies or technologies by using the Combined Company’s shares as consideration.

The issuance of additional shares of common stock or convertible securities may dilute your ownership and could adversely affect the stock price.

From time to time in the future, the Combined Company may issue additional shares of common stock or securities convertible into common stock pursuant to a variety of transactions, including acquisitions. Additional shares of common stock may also be issued upon exercise of outstanding stock options and warrants to purchase common stock. The issuance by us of additional shares of common stock or securities convertible into common stock would dilute your ownership of the Combined Company and the sale of a significant amount of such shares in the

public market could adversely affect prevailing market prices of our common stock. Subject to the satisfaction of vesting conditions and the expiration of lockup agreements, shares issuable upon exercise of options will be available for resale immediately in the public market without restriction.

Issuing additional shares of the Combined Company’s capital stock, other equity securities, or securities convertible into equity may dilute the economic and voting rights of our existing stockholders, reduce the market price of our common stock, or both. Debt securities convertible into equity could be subject to adjustments in the conversion ratio pursuant to which certain events may increase the number of equity securities issuable upon conversion. Preferred stock, if issued, could have a preference with respect to liquidating distributions or a preference with respect to dividend payments that could limit our ability to pay dividends to the holders of our common stock. The Combined Company’s decision to issue securities in any future offering will depend on market conditions and other factors beyond our control, which may adversely affect the amount, timing, or nature of our future offerings. As a result, holders of the Combined Company’s common stock bear the risk that the Combined Company’s future offerings may reduce the market price of the Combined Company’s common stock and dilute their percentage ownership.

Future sales, or the perception of future sales, of the Combined Company’s common stock by the Combined Company or its existing stockholders in the public market could cause the market price for the Combined Company’s common stock to decline.

The sale of substantial amounts of shares of the Combined Company’s common stock in the public market, or the perception that such sales could occur, could harm the prevailing market price of shares of common stock. These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate.

In connection with the Business Combination, certain of ATSP’s stockholders agreed that, subject to certain exceptions, they will not, during the period beginning at the effective time of the Business Combination and the date that is 180 days after the date of the Business Combination (subject to early release if SoundHound consummates a liquidation, merger, share exchange or other similar transaction with an unaffiliated third party), directly or indirectly, offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale, or otherwise dispose of any shares of common stock, or any options or warrants to purchase any shares of common stock, or any securities convertible into, exchangeable for, or that represent the right to receive shares of common stock, or any interest in any of the foregoing.

Upon the expiration or waiver of the lock-up described above, shares held by these stockholders will be eligible for resale, subject to, in the case of stockholders who are our affiliates, volume, manner of sale, and other limitations under Rule 144 promulgated under the Securities Act.

In addition, certain of our stockholders will have registration rights under a registration rights agreement to be entered into prior to the Closing pursuant to which we are obligated to register such stockholders’ shares of common stock and other securities that such stockholders may acquire after the Closing. Upon the effectiveness of the applicable registration statement, these shares of common stock will be available for resale without restriction, subject to any lock-up agreement.

In addition, shares of our common stock issuable upon exercise or vesting of incentive awards under our incentive plans are, once issued, eligible for sale in the public market, subject to any lock-up agreements and, in some cases, limitations on volume and manner of sale applicable to affiliates under Rule 144. Furthermore, shares of our common stock reserved for future issuance under the SoundHound Holdings, Inc. 2022 Incentive Award Plan and the SoundHound Holdings, Inc. 2022 ESPP may become available for sale in future.

The market price of shares of our Class A Common Stock could drop significantly if the holders of the shares described above sell them or are perceived by the market as intending to sell them. These factors could also make it more difficult for us to raise additional funds through future offerings of shares of our common stock or other securities.

If securities or industry analysts publish inaccurate or unfavorable research or reports about the Combined Company’s business, its stock price and trading volume could decline.

The trading market for the Class A Common Stock depends, in part, on the research and reports that third-party securities analysts publish about us and the industries in which we operate. We may be unable or slow to attract research coverage and if one or more analysts cease coverage of us, the price and trading volume of our securities

would likely be negatively impacted. If any of the analysts that may cover us change their recommendation regarding our Class A Common Stock adversely, or provide more favorable relative recommendations about our competitors, the price of our Class A Common Stock would likely decline. If any analyst that may cover us ceases covering us or fails to regularly publish reports on us, we could lose visibility in the financial markets, which could cause the price or trading volume of our Class A Common Stock to decline. Moreover, if one or more of the analysts who cover us downgrades our Class A Common Stock, or if our reporting results do not meet their expectations, the market price of our Class A Common Stock could decline.

The Combined Company may be subject to securities litigation, which is expensive and could divert management attention.

Following the Business Combination, the per share price of the Class A Common Stock may be volatile and, in the past, companies that have experienced volatility in the market price of their stock have been subject to securities litigation, including class action litigation. Litigation of this type could result in substantial costs and diversion of management’s attention and resources, which could have a material adverse effect on ATSP’s business, financial condition, and results of operations. Any adverse determination in litigation could also subject the Company to significant liabilities.

Risks Applicable to a Dual Class Common Stock Structure

If SoundHound has dual class common stock structure prior to the Effective Time, the Combined Company will also have a dual class common stock structure that will have the effect of concentrating voting control with the holders of our Class B Common Stock. If the dual class structure is adopted, our Class B Common Stock will have multiple votes per share and this ownership will limit or preclude your ability to influence corporate matters, including the election of directors, amendments of our organizational documents, and any merger, consolidation, sale of all or substantially all of our assets, or other major corporate transactions requiring stockholder approval, and that may adversely affect the trading price of our Class A Common stock.

If, prior to the Effective Time, SoundHound has a dual class common stock structure, the Combined Company will also have a dual class common stock structure and the holders of SoundHound Class B Common Stock will, at Closing, exchange their SoundHound Class B Common Stock for Class B Common Stock issued by the Combined Company, which will have [__] votes per share. Assuming that the foregoing applies to the Combined Company after the Closing, the SoundHound Founders will own shares of Class B Common Stock representing approximately [___]% of the voting power of the outstanding capital stock of the Combined Company following the Business Combination. In addition, because of the [___]-to-one voting ratio between our Class B and Class A Common Stock, holders of our Class B Common Stock could continue to control a majority of the combined voting power of our Common Stock and therefore control all matters submitted to our stockholders for approval until such time, if any, as a sufficient number of shares of our Class B Common Stock are converted into shares of our Class A Common Stock in accordance with the terms of the Amended Charter. This concentrated control may limit or preclude your ability to influence corporate matters for the foreseeable future, including the election of directors, amendments of our organizational documents and any merger, consolidation, sale of all or substantially all of our assets or other major corporate transactions requiring stockholder approval. In addition, this concentrated control may prevent or discourage unsolicited acquisition proposals or offers for our capital stock that you may feel are in your best interest as one of our stockholders. As a result, such concentrated control may adversely affect the market price of our Class A Common Stock.

If the Amended Charter includes the Class B Provisions, shares of Class B Common Stock will be convertible into shares of Class A Common Stock and will be automatically convert into shares of Class A Common Stock upon the occurrence of certain future events, generally including transfers, subject to limited excepts set forth in the Amended Charter. The conversion of Class B Common Stock to Class A Common Stock will have the effect, over time, of increasing the relative voting power of those holders of Class B Common Stock who retain their shares in the long term. As a result, it is possible that one or more of the persons or entities holding our Class B Common Stock could gain significant voting control as other holders of Class B Common Stock sell or otherwise convert their shares into Class A Common Stock.

If the Amended Charter provides for a dual-class multiple voting Common Stock structure, we cannot predict the effect this structure of our Common Stock may have on the market price of our Class A Common Stock.

We cannot predict whether having an Amended Charter that permits the issuance of multiple voting shares in a dual-class structure will result in a lower or more volatile market price of our Class A Common Stock, adverse publicity or other adverse consequences. For example, certain index providers have announced and implemented restrictions on including companies with multiple-class share structures in certain of their indices. In July 2017, FTSE Russell announced that it would require new constituents of its indices to have greater than 5% of the company’s voting rights in the hands of public stockholders, and S&P Dow Jones announced that it would no longer admit companies with multiple-class share structures to certain of its indices. Affected indices include the Russell 2000 and the S&P 500, S&P MidCap 400 and S&P SmallCap 600, which together make up the S&P Composite 1500. Also in 2017, MSCI, a leading stock index provider, opened public consultations on its treatment of no-vote and multi-class structures and temporarily barred new multi-class listings from certain of its indices; however, in October 2018, MSCI announced its decision to include equity securities “with unequal voting structures” in its indices and to launch a new index that specifically includes voting rights in its eligibility criteria. Under such announced and implemented policies, the dual-class structure of our common stock would make us ineligible for inclusion in certain indices and, as a result, mutual funds, exchange-traded funds and other investment vehicles that attempt to passively track those indices would not invest in our Class A Common Stock. These policies are relatively new and it is unclear what effect, if any, they will have on the valuations of publicly-traded companies excluded from such indices, but it is possible that they may adversely affect valuations, as compared to similar companies that are included. Due to the dual-class structure of our common stock, we will likely be excluded from certain indices and we cannot assure you that other stock indices will not take similar actions. Given the sustained flow of investment funds into passive strategies that seek to track certain indices, exclusion from certain stock indices would likely preclude investment by many of these funds and could make our Class A Common stock less attractive to other investors. As a result, the market price of our Class A Common stock could be adversely affected.

Following the Business Combination, we may become a “controlled company” within the meaning of Nasdaq listing standards and, as a result, will qualify for, and may rely on, exemptions from certain corporate governance requirements. You will not have the same protections afforded to shareholders of companies that are subject to such requirements.

The SoundHound Special Committee is currently in the process of evaluating a proposal from SoundHound’s founders the effect of which would be the creation at SoundHound of a the dual-class voting structure and issuance to the SoundHound Founders of SoundHound Class B Common Stock entitling holders thereof to [___] votes per share on matters presented to SoundHound Stockholders, providing the SoundHound Founders with a majority of the voting power of SoundHound. If SoundHound adopts the dual class structure, the Combined Company will also have a dual class structure and, upon the Closing, the SoundHound Founders will exchange their shares of SoundHound Class B Common Stock for shares of Class B Common Stock of the Combined Company which will allow the SoundHound Founders to also control a majority of the voting power of the Combined Company immediately after the Closing.

If shares of our Class B Common Stock are held by the SoundHound Founders immediately after the Closing, then the Combined Company will qualify as a “controlled company” within the meaning of the corporate governance standards of Nasdaq. Under these rules, a listed company of which more than 50% of the voting power is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements, including the requirement that (i) a majority of our board of directors consist of independent directors, (ii) we have a compensation committee that is composed entirely of independent directors and (iii) director nominees be selected or recommended to the board by independent directors. It is not our intention to elect not to comply with all of these corporate governance requirements after the Closing, in that the Combined Company Board is expected to consist of a majority of independent directors. We may, however, elect not to have a compensation committee consisting entirely of independent directors and our directors may not be nominated or selected solely by independent directors.

The Combined Company may rely on the corporate governance exemptions only if we adopt the dual class common stock structure reflected by the proposed Class B Provisions in our Amended Charter and qualify as a controlled company. To the extent we rely on any of these exemption, holders of our Class A Common Stock will not have the same protections afforded to shareholders of companies that are subject to all of the corporate governance requirements of Nasdaq and we cannot predict the impact this may have on the price of our Class A Common Stock.

Delaware law and provisions in our charter documents could make a merger, tender offer, or proxy contest difficult, thereby depressing the trading price of our common stock.

The Amended Charter, bylaws, and Delaware law contain provisions that could depress the trading price of our common stock by acting to discourage, delay, or prevent a change of control of SoundHound or changes in SoundHound that our management or stockholders may deem advantageous. Among other things, our certificate of incorporation and bylaws include the following provisions:

•        a classified board of directors so that not all members of our board of directors are elected at one time;

•        permit the board of directors to establish the number of directors and fill any vacancies and newly created directorships;

•        provide that directors may only be removed for cause;

•        require super-majority voting to amend certain provisions of our certificate of incorporation;

•        authorize the issuance of “blank check” preferred stock that our board of directors could use to implement a stockholder rights plan;

•        eliminates the ability of our stockholders to call special meetings of stockholders, except to the extent otherwise provided in the bylaws;

•        prohibit stockholder action by written consent, except to the extent otherwise provided in the bylaws, which requires all stockholder actions to be taken at a meeting of our stockholders;

•        provide that the board of directors is expressly authorized to make, alter, or repeal our bylaws; and

•        establish advance notice requirements for nominations for election to our board of directors or for proposing matters that can be acted upon by stockholders at annual stockholder meetings.

These provisions, alone or together, could delay or prevent hostile takeovers and changes in control or changes in our management. As a Delaware corporation, we are also subject to provisions of Delaware law. Pursuant to the Amended Charter, we have opted out of Section 203 of the DGCL, which prevents interested stockholders, such as certain stockholders holding more than 15% of our outstanding common stock, from engaging in certain business combinations unless (i) prior to the time such stockholder became an interested stockholder, our board of directors approved the transaction that resulted in such stockholder becoming an interested stockholder, (ii) upon consummation of the transaction that resulted in such stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of our common stock, or (iii) following board approval, such business combination receives the approval of the holders of at least two-thirds of our outstanding common stock not held by such interested stockholder at an annual or special meeting of stockholders. However, our Amended Charter includes provisions similar to the provisions contained in Section 203 of the DGCL, which are designed to limit the Combined Company’s ability to enter into certain business combination transactions within a three (3) year period following the adoption of the Amended Charter (subject to the approval by the ATSP Stockholders of the Charter Amendment Proposal).

Any provision of our certificate of incorporation, our bylaws, or Delaware law that has the effect of delaying, preventing, or deterring a change in control could limit the opportunity for our stockholders to receive a premium for their shares of our common stock and could also affect the price that some investors are willing to pay for our common stock.

Risks Related to U.S. and International Taxation Generally and in Connection with the Business Combination

Changes in tax laws or exposure to additional income tax liabilities could affect SoundHound’s future profitability.

Factors that could materially affect SoundHound’s future effective tax rates include but are not limited to:

•        changes in tax laws or the regulatory environment;

•        changes in accounting and tax standards or practices;

•        changes in the composition of operating income by tax jurisdiction; and

•        SoundHound’s operating results before taxes.

Because SoundHound does not have a long history of operating at its present scale and it has significant expansion plans, SoundHound’s effective tax rate may fluctuate in the future. Future effective tax rates could be affected by operating losses in jurisdictions where no tax benefit can be recorded under GAAP, changes in the composition of earnings in countries with differing tax rates, changes in deferred tax assets and liabilities, or changes in tax laws.

On December 22, 2017, the Tax Cuts and Jobs Act of 2017 (the “Tax Act”), was signed into law making significant changes to the Internal Revenue Code of 1986, as amended (the “Code”). In particular, sweeping changes were made to the U.S. taxation of foreign operations. Changes include, but are not limited to, a permanent reduction to the corporate income tax rate, limiting interest deductions, adopting elements of a territorial tax system, assessing a repatriation tax or “toll-charge” on undistributed earnings and profits of U.S.-owned foreign corporations, and introducing certain anti-base erosion provisions, including a new minimum tax on global intangible low-taxed income and base erosion and anti-abuse tax. The new legislation had no effect on SoundHound’s 2018 and 2019 or 2020 provision for income taxes because the Company incurred losses in the U.S. in these years, and the management set up a full valuation allowance against its U.S. federal and states deferred tax assets.

In addition to the impact of the Tax Act on SoundHound’s federal taxes, the Tax Act may impact its taxation in other jurisdictions, including with respect to state income taxes. State legislatures have not had sufficient time to respond to the Tax Act. Accordingly, there is uncertainty as to how the laws will apply in the various state jurisdictions. Additionally, other foreign governing bodies may enact changes to their tax laws that could result in changes to SoundHound’s global tax position and materially adversely affect its business, results of operations and financial condition. Additionally, the IRS and several foreign tax authorities have increasingly focused attention on intercompany transfer pricing with respect to sales of products and technologies and the use of intangibles. Tax authorities could disagree with SoundHound’s future intercompany charges, cross-jurisdictional transfer pricing or other matters and assess additional taxes. If SoundHound does not prevail in any such disagreements, its profitability may be affected.

SoundHound’s ability to use its net operating loss carryforwards and certain other tax attributes may be limited.

As of December 31, 2020, SoundHound had $237.0 million of U.S. federal and $75.5 million of state net operating loss carryforwards available to reduce future taxable income. Of the $237.0 million in U.S. federal net operating loss carryforwards, $148.3 million will be carried forward indefinitely for U.S. federal tax purposes and $88.7 million will begin to expire in 2025. $75.5 million of SoundHound’s U.S. state net operating loss carryforwards will begin to expire in 2028. It is possible that SoundHound will not generate taxable income in time to use these net operating loss carryforwards before their expiration or at all. Under legislative changes made in December 2017, U.S. federal net operating losses incurred in 2018 and in future years may be carried forward indefinitely, but the deductibility of such net operating losses is limited. It is uncertain if and to what extent various states will conform to the newly enacted federal tax law. In addition, the federal and state net operating loss carryforwards and certain tax credits may be subject to significant limitations under Section 382 and Section 383 of the Code, respectively, and similar provisions of state law. Under those sections of the Code, if a corporation undergoes an “ownership change,” the corporation’s ability to use its pre-change net operating loss carryforwards and other pre-change attributes, such as research tax credits, to offset its post-change income or tax may be limited. In general, an “ownership change” will occur if there is a cumulative change in SoundHound’s ownership by “5-percent shareholders” that exceeds 50 percentage points over a rolling three-year period. Similar rules may apply under state tax laws. SoundHound has not yet undertaken an analysis of whether the Business Combination constitutes an “ownership change” for purposes of Section 382 and Section 383 of the Code. In addition, certain U.S. states have imposed additional limitations on the use of net operating loss carryforwards not otherwise imposed on the use of U.S. federal net operating loss carryforwards and may impose additional limitations in the future.

Unanticipated changes in effective tax rates or adverse outcomes resulting from examination of our income or other tax returns could adversely affect our financial condition and results of operations.

We are subject to income taxes in the United States and other jurisdictions, and our tax liabilities will be subject to the allocation of expenses in differing jurisdictions. Our future effective tax rates could be subject to volatility or adversely affected by a number of factors, including:

•        changes in the valuation of our deferred tax assets and liabilities;

•        expected timing and amount of the release of any tax valuation allowances;

THE ATSP SPECIAL MEETING

General

ATSP is furnishing this proxy statement/prospectus/consent solicitation to the ATSP stockholders as part of the solicitation of proxies by the Board for use at the ATSP Special Meeting of ATSP stockholders to be held on [•], 2022 and at any adjournment or postponement thereof. This proxy statement/prospectus/consent solicitation is first being furnished to our stockholders on or about [•], 2022 in connection with the vote on the Proposals. This proxy statement/prospectus/consent solicitation provides you with the information you need to know to be able to vote or instruct your vote to be cast at the ATSP Special Meeting.

Date, Time and Place

The ATSP Special Meeting will be held virtually at [•] [•].m., Eastern Time, on [•] and conducted exclusively via live webcast at [•], or such other date, time and place to which such meeting may be adjourned or postponed, for the purposes set forth in the accompanying notice. There will not be a physical location for the ATSP Special Meeting, and you will not be able to attend the meeting in person. We are pleased to utilize the virtual stockholder meeting technology to provide ready access and cost savings for our stockholders and ATSP. The virtual meeting format allows attendance from any location in the world. You will be able to attend, vote your shares, view the list of stockholders entitled to vote at the ATSP Special Meeting and submit questions during the ATSP Special Meeting via a live webcast available at [•].

Virtual ATSP Special Meeting Registration

To register for the virtual meeting, please follow these instructions as applicable to the nature of your ownership of our common stock.

If your shares are registered in your name with Continental and you wish to attend the online-only virtual meeting, go to [•], enter the control number you received on your proxy card and click on the “Click here” to preregister for the online meeting link at the top of the page. Just prior to the start of the meeting you will need to log back into the meeting site using your control number. Pre-registration is recommended but is not required in order to participate in the virtual ATSP Special Meeting.

Beneficial stockholders who wish to participate in the online-only virtual meeting must obtain a legal proxy by contacting their account representative at the bank, broker, or other nominee that holds their shares and email a copy (a legible photograph is sufficient) of their legal proxy to [•]. Beneficial stockholders who email a valid legal proxy will be issued a meeting control number that will allow them to register to attend and participate in the online-only meeting. After contacting Continental a beneficial holder will receive an email prior to the meeting with a link and instructions for entering the virtual ATSP Special Meeting. Beneficial stockholders should contact Continental at least five business days prior to the meeting date.

Accessing the Virtual ATSP Special Meeting Webcast

You will need your control number for access. If you do not have your control number, contact Continental at the phone number or email address below. Beneficial investors who hold shares through a bank, broker or other intermediary, will need to contact them and obtain a legal proxy. Once you have your legal proxy, contact Continental to have a control number generated. Continental contact information is as follows: 917-___-_____ or email [email protected].

Record Date; Who is Entitled to Vote

ATSP has fixed the close of business on [•], 2022, as the record date for determining those ATSP stockholders entitled to notice of and to vote at the ATSP Special Meeting. As of the close of business on [•], 2022, there were [•] shares of common stock issued and outstanding and entitled to vote, of which [•] are Public Subunits, [•] are founder shares held by the Initial Stockholders. Each holder of shares of common stock is entitled to one vote per share on each Proposal. If your shares are held in “street name,” you should contact your broker, bank or other nominee to ensure that shares held beneficially by you are voted in accordance with your instructions.

In connection with our IPO, we entered into certain letter agreements pursuant to which the Initial Stockholders agreed to vote any shares of common stock owned by them in favor of our initial business combination. The Initial Stockholders also entered into a certain support agreement with SoundHound, pursuant to which they agreed to, among other things, vote in favor of the Business Combination Proposal and the other Proposals. As of the date of this proxy statement, the Initial Stockholder hold approximately [•]% of the outstanding common stock.

Quorum and Required Vote for Shareholder Proposals

A quorum of ATSP stockholders is necessary to hold a valid meeting. A quorum will be present at the ATSP Special Meeting if a majority of the shares of common stock issued and outstanding is present in person by virtual attendance or represented by proxy and entitled to vote at the ATSP Special Meeting. Abstentions by virtual attendance and by proxy will count as present for the purposes of establishing a quorum but broker non-votes will not.

Approval of the Business Combination Proposal, the Incentive Plan Proposal, the ESPP Proposal, the Nasdaq Proposal, and the Adjournment Proposal will each require the affirmative vote of the holders of a majority of the issued and outstanding shares of common stock present in person by virtual attendance or represented by proxy and entitled to vote at the ATSP Special Meeting or any adjournment thereof. Approval of the Charter Amendment Proposal will require the approval of a majority of the issued and outstanding shares of common stock. Attending the ATSP Special Meeting either in person by virtual attendance or represented by proxy and abstaining from voting and a broker non-vote will have the same effect as voting against the Charter Amendment Proposal.

Along with the approval of the Charter Amendment Proposal, the Incentive Plan Proposal, the ESPP Proposal, the Nasdaq Proposal and the approval of the Business Combination Proposal are conditions to the consummation of the Business Combination. If the Business Combination Proposal is not approved, the Business Combination will not take place. Approval of this Business Combination Proposal is also a condition to Proposal 2, Proposals 3A – 3F, Proposal 4, Proposal 5 and Proposal 6. If the Charter Amendment Proposal, the Incentive Plan Proposal, the ESPP Proposal, or the Nasdaq Proposal are not approved, unless waived, this Business Combination Proposal will have no effect (even if approved by the requisite vote of our stockholders at the ATSP Special Meeting of any adjournment or postponement thereof) and the Business Combination will not occur.

Voting Your Shares

Each share of common stock that you own in your name entitles you to one vote on each Proposal for the ATSP Special Meeting. Your proxy card shows the number of shares of common stock that you own.

There are two ways to ensure that your shares of common stock are voted at the ATSP Special Meeting:

•        You can vote your shares by signing, dating and returning the enclosed proxy card in the pre-paid postage envelope provided. If you submit your proxy card, your “proxy,” whose name is listed on the proxy card, will vote your shares as you instruct on the proxy card. If you sign and return the proxy card but do not give instructions on how to vote your shares, your shares will be voted, as recommended by our board. Our Board recommends voting “FOR” each of the Proposals. If you hold your shares of common stock in “street name,” which means your shares are held of record by a broker, bank or other nominee, you should follow the instructions provided to you by your broker, bank or nominee to ensure that the votes related to the shares you beneficially own are properly represented and voted at the ATSP Special Meeting.

•        You can participate in the virtual ATSP Special Meeting and vote during the ATSP Special Meeting even if you have previously voted by submitting a proxy as described above. However, if your shares are held in the name of your broker, bank or another nominee, you must get a proxy from the broker, bank or other nominee. That is the only way ATSP can be sure that the broker, bank or nominee has not already voted your shares.

IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF THE BUSINESS COMBINATION PROPOSAL (AS WELL AS THE OTHER PROPOSALS).

Revoking Your Proxy

If you give a proxy, you may revoke it at any time before it is exercised by doing any one of the following:

•        you may send another proxy card with a later date;

•        if you are a record holder, you may notify our proxy solicitor, [PROXY SOLICITOR], in writing before the ATSP Special Meeting that you have revoked your proxy; or

•        you may participate in the virtual ATSP Special Meeting, revoke your proxy, and vote during the virtual ATSP Special Meeting, as indicated above.

Who Can Answer Your Questions About Voting Your Shares

If you have any questions about how to vote or direct a vote in respect of your shares of common stock, you may contact [PROXY SOLICITOR], our proxy solicitor as follows:

[PROXY SOLICITOR]

No Additional Matters May Be Presented at the ATSP Special Meeting

The ATSP Special Meeting has been called only to consider the approval of the Business Combination Proposal, the Charter Amendment Proposal, the Advisory Proposals, the Incentive Plan Proposal, the ESPP Proposal, the Nasdaq Proposal and the Adjournment Proposal. Under our Certificate of Incorporation, other than procedural matters incident to the conduct of the ATSP Special Meeting, no other matters may be considered at the ATSP Special Meeting if they are not included in the notice of the ATSP Special Meeting.

Approval of the Business Combination Proposal, the Incentive Plan Proposal, the ESPP Proposal, the Nasdaq Proposal, and the Adjournment Proposal will each require the affirmative vote of the holders of a majority of the issued and outstanding shares of common stock present in person by virtual attendance or represented by proxy and entitled to vote at the ATSP Special Meeting or any adjournment thereof.

Redemption Rights

Pursuant to our Certificate of Incorporation, a holder of Subunits may demand that ATSP redeem such Subunits for cash in connection with a business combination. You may not elect to redeem your Subunits prior to the completion of a business combination.

If you are a public stockholder and you seek to have your shares redeemed, you must submit your request in writing that we redeem your Public Subunits for cash no later than [•] [•].m., Eastern Time on [•], 2022 (at least two business days before the ATSP Special Meeting). The request must be signed by the applicable stockholder in order to validly request redemption. A stockholder is not required to submit a proxy card or vote in order to validly exercise redemption rights. The request must identify the holder of the Subunits to be redeemed and must be sent to Continental at the following address:

Continental Stock Transfer & Trust Company

1 State Street, 30th floor
New York, NY 10004
Attention: [•]
Email: [•]

You must tender the Subunits for which you are electing redemption at least two business days before the ATSP Special Meeting by either:

•        Delivering certificates representing the Subunits to Continental, or

•        Delivering the Subunits electronically through the DWAC system.

Any corrected or changed written demand of redemption rights must be received by Continental at least two business days before the ATSP Special Meeting. No demand for redemption will be honored unless the holder’s shares have been delivered (either physically or electronically) to Continental at least two business days prior to the vote at the ATSP Special Meeting.

Public stockholders may seek to have their Subunits redeemed regardless of whether they vote for or against the Business Combination and whether or not they are holders of Subunits as of the Record Date. Any public stockholder who holds Subunits of ATSP on or before [•], 2022 (at least two business days before the ATSP Special Meeting) will have the right to demand that his, her or its Subunits be redeemed for a pro rata share of the aggregate amount then on deposit in the Trust Account, less any taxes then due but not yet paid, at the consummation of the Business Combination.

In connection with tendering your shares for redemption, you must elect either to physically tender your certificates to Continental or deliver your Subunits to Continental electronically using DTC’s DWAC (Deposit/Withdrawal At Custodian) System, in each case, at least two business days before the ATSP Special Meeting.

If you wish to tender through the DWAC system, please contact your broker and request delivery of your Subunits through the DWAC system. Delivering Subunits physically may take significantly longer. In order to obtain a physical certificate, a stockholder’s broker and/or clearing broker, DTC, and Continental will need to act together to facilitate this request. It is ATSP’s understanding that stockholders should generally allot at least two weeks to obtain physical certificates from Continental. ATSP does not have any control over this process or over the brokers or DTC, and it may take longer than two weeks to obtain a physical certificate. Stockholders who request physical certificates and wish to redeem may be unable to meet the deadline for tendering their Subunits before exercising their redemption rights and thus will be unable to redeem their Subunits.

In the event that a stockholder tenders its Subunits and decides prior to the consummation of the Business Combination that it does not want to redeem its Subunits, the stockholder may withdraw the tender. In the event that a stockholder tenders Subunits and the Business Combination is not completed, these Subunits will not be redeemed for cash and the physical certificates representing these Subunits will be returned to the stockholder promptly following the determination that the Business Combination will not be consummated. ATSP anticipates that a stockholder who tenders Subunits for redemption in connection with the vote to approve the Business Combination would receive payment of the redemption price for such Subunits soon after the completion of the Business Combination.

If properly demanded by ATSP’s public stockholders, ATSP will redeem each Subunit into a pro rata portion of the funds available in the Trust Account, calculated as of two business days prior to the anticipated consummation of the Business Combination. As of [•], 2022, this would amount to approximately $[10.00] per Subunit. If you exercise your redemption rights, you will be exchanging your Subunits for cash and will no longer own the Subunits.

Notwithstanding the foregoing, a holder of the Subunits, together with any affiliate of his or her or any other person with whom he or she is acting in concert or as a “group” (as defined in Section 13(d)-(3) of the Exchange Act) will be restricted from seeking redemption rights with respect to more than 20% of the Subunits.

If too many public stockholders exercise their redemption rights, we may not be able to meet certain closing conditions, and as a result, would not be able to proceed with the Business Combination.

Appraisal Rights

Appraisal rights are not available to security holders of ATSP in connection with the proposed Business Combination.

If the Business Combination is completed, SoundHound stockholders who do not deliver a written consent approving the Business Combination are entitled to appraisal rights under Section 262 of the DGCL (“Section 262”) provided that they comply with the conditions established by Section 262.

This statement does not constitute the formal notice to the SoundHound stockholders of the availability of appraisal rights in connection with the Business Combination. Rather, such formal notice will be given after the Merger Agreement has been adopted by the requisite vote of the SoundHound stockholders.

The following is intended as a brief summary of the material provisions of the statutory procedures required to be followed properly and in a timely manner by a SoundHound stockholder in order to exercise and perfect appraisal rights. This summary, however, is not a complete statement of all applicable requirements and is qualified in its entirety by reference to Section 262, the full text of which is attached hereto as Annex F. All references in Section 262 and in this summary to a “stockholder” or “holders of shares” are to the record holder of shares of SoundHound capital stock immediately prior to the effective time of the Business Combination as to which appraisal rights are asserted, unless otherwise indicated.

Under Section 262, where a merger agreement relating to a proposed merger is adopted by stockholders acting by written consent in lieu of a meeting of the stockholders, either the constituent corporation before the effective date of the merger or the surviving corporation, within 10 days after the effective date of the merger, must notify each of its stockholders entitled to appraisal rights that the merger has been approved and that appraisal rights are available, and must include in each such notice a copy of Section 262. As noted above, this statement does not constitute the formal notice to the SoundHound stockholders of the availability of appraisal rights in connection with the Business Combination. Rather, such formal notice will be given after the Merger Agreement has been adopted by the requisite vote of the SoundHound stockholders.

If the Business Combination is completed, within 10 days after the Closing of the Business Combination, the Company will notify its stockholders that the Business Combination has been approved, the Closing Date of the Business Combination and that appraisal rights are available to any stockholder who has not approved the Business Combination by written consent. Holders of shares of SoundHound capital stock who desire to exercise their appraisal rights must deliver a written demand for appraisal to the Company within 20 days after the date of mailing of that notice, and that stockholder must not have delivered a written consent approving the Business Combination.

Pursuant to Section 262, SoundHound stockholders who (a) are holders of record of shares of capital stock of SoundHound on the date of making a demand for appraisal of their shares, (b) continuously hold the shares through the effective time of the Business Combination, (c) do not vote in favor of the Business Combination nor consent thereto in writing, (d) comply with the other requirements of Section 262 and (e) have not waived their appraisal rights, will be entitled to have their shares of SoundHound capital stock appraised by the Delaware Court of Chancery and to receive payment of the “fair value” of such shares, exclusive of any element of value arising from the accomplishment or expectation of the Business Combination, together with interest, if any, as determined by the court.

Holders of shares of SoundHound capital stock who desire to exercise their appraisal rights must deliver a written demand for appraisal of their shares of SoundHound within 20 days after the date of mailing of the formal notice of appraisal rights in connection with the Business Combination. A demand for appraisal will be sufficient if it reasonably informs the Company of the identity of the stockholder and that such stockholder intends thereby to demand appraisal of such stockholder’s shares. All written demands for appraisal should be addressed to the Company at [__________]. Failure to deliver a written consent approving the Business Combination will not in and of itself constitute a written demand for appraisal satisfying the requirements of Section 262.

If a SoundHound stockholder fails to deliver a written demand for appraisal within the time period specified above, such stockholder will be entitled to receive the Merger Consideration for his, her or its shares of SoundHound capital stock as provided for in the Merger Agreement, but such stockholder will have no appraisal rights with respect to his, her or its shares of SoundHound capital stock.

To be effective, a demand for appraisal by a SoundHound stockholder must be made by, or in the name of, such SoundHound stockholder and must reasonably inform the Company of the identity of the stockholder of record and that such stockholder intends thereby to demand appraisal of his, her or its shares. A demand for appraisal should be executed by or on behalf of the holder of record, fully and correctly, as such holder’s name appears in SoundHound’s records. Beneficial owners who do not also hold the shares of SoundHound capital stock of record may not directly make appraisal demands to the Company. The beneficial holder must, in such cases, have the registered owner, such as a brokerage firm, bank, trust or other nominee, submit the required demand in respect of those shares. If shares of SoundHound capital stock are owned of record in a fiduciary capacity, such as by a trustee, guardian or custodian, execution of a demand for appraisal should be made by or for the fiduciary, and if the shares of SoundHound capital

stock are owned of record by more than one person, as in a joint tenancy or tenancy in common, the demand should be executed by or for all joint owners. An authorized agent, including an authorized agent for two or more joint owners, may execute the demand for appraisal for a stockholder of record, provided that the agent must identify the record owner or owners, and expressly disclose the fact that, in executing the demand, he or she is acting as agent for the record owner. A record owner, such as a broker, who holds shares of SoundHound capital stock as a nominee for others, may exercise his or her right of appraisal with respect to the shares of SoundHound capital stock held for one or more beneficial owners, while not exercising this right for other beneficial owners. In that case, the written demand should state the number of shares of SoundHound capital stock as to which appraisal is sought. Where no number of shares is expressly stated, the demand will be presumed to cover all shares held in the name of the record owner.

Within 120 days after the effective time of the Business Combination, any SoundHound stockholder who has complied with the requirements for exercising appraisal rights will, upon written request to the Company, be entitled to receive a written statement setting forth the aggregate number of shares not voted in favor of the adoption of the Merger Agreement and with respect to which demands for appraisal have been received, and the aggregate number of holders of such shares. A person who is the beneficial owner of shares of SoundHound capital stock held in a voting trust or by a nominee on behalf of such person may, in such person’s own name, request from the Company the statement described in the previous sentence. Such written statement will be mailed to the requesting SoundHound stockholder within 10 days after such written request is received by the Company or within 10 days after expiration of the period for delivery of demands for appraisal, whichever is later.

Within 120 days after the effective time of the Business Combination, but not thereafter, either the Company or any SoundHound stockholder who has complied with the requirements of Section 262, and who is otherwise entitled to appraisal rights, may commence an appraisal proceeding by filing a petition in the Delaware Court of Chancery demanding a determination of the fair value of the shares of SoundHound capital stock held by all such stockholders. A person who is the beneficial owner of shares of SoundHound capital stock held in a voting trust or by a nominee on behalf of such person may, in such person’s own name, file the petition described in the previous sentence. Upon the filing of the petition by a SoundHound stockholder, service of a copy of such petition must be made upon the Company, as the surviving corporation. If no such petition is filed, appraisal rights will be lost for all stockholders who had previously demanded appraisal of their shares. The Company has no obligation to file such a petition if a SoundHound stockholder demands appraisal. Accordingly, the failure of a SoundHound stockholder to file such a petition within the period specified could nullify the SoundHound stockholder’s previously written demand for appraisal. There is no present intent on the part of SoundHound to file an appraisal petition, and SoundHound stockholders seeking to exercise appraisal rights should not assume that SoundHound will file such a petition or that SoundHound will initiate any negotiations with respect to the fair value of such shares. Accordingly, SoundHound stockholders who desire to have their shares appraised should initiate any petitions necessary for the perfection of their appraisal rights within the time periods and in the manner prescribed in Section 262.

If a petition for appraisal is timely filed by a SoundHound stockholder and a copy of the petition is delivered to the Company, the Company will then be obligated, within 20 days after receiving service of a copy of the petition, to file with the Delaware Register in Chancery a duly verified list containing the names and addresses of all SoundHound stockholders who have demanded an appraisal of their shares, and with whom agreements as to the value of their shares have not been reached by the Company. After notice is made to such SoundHound stockholders as required by the Delaware Court of Chancery, the Delaware Court of Chancery is empowered to conduct a hearing upon the petition to determine those SoundHound stockholders who have complied with Section 262 and who have become entitled to the appraisal rights thereunder. Under Delaware law, the Delaware Court of Chancery may require stockholders who have demanded appraisal of their shares and who hold stock represented by certificates to submit their stock certificates to the Delaware Register in Chancery for notation thereon of the pendency of the appraisal proceedings, and if any such stockholder who holds stock represented by certificates fails to comply with that direction, the Delaware Court of Chancery may dismiss the proceedings as to that stockholder. Upon application by the Company or by any SoundHound stockholder entitled to participate in the appraisal proceeding, the Delaware Court of Chancery may, in its discretion, proceed to trial upon the appraisal prior to the final determination of the SoundHound stockholders entitled to an appraisal. Any stockholder whose name appears on the verified list filed by the Company and who has submitted such stockholder’s certificates of stock to the Register in Chancery, if required, may participate fully in all proceedings until it is finally determined that such stockholder is not entitled to appraisal rights under Section 262. After the Delaware Court of Chancery determines which SoundHound stockholders are entitled to appraisal of their shares of SoundHound capital stock, the appraisal proceeding will be conducted in accordance with the rules of the Delaware Court of Chancery, including any rules specifically governing appraisal proceedings. Through such proceeding, the

Delaware Court of Chancery will appraise the shares of SoundHound capital stock, determining the fair value of the shares exclusive of any element of value arising from the accomplishment or expectation of the Business Combination, together with interest, if any, to be paid upon the amount determined to be the fair value. Stockholders considering seeking appraisal should be aware that the fair value of their shares of SoundHound capital stock as determined under Section 262 of the DGCL could be more than, the same as or less than the consideration such stockholders would receive pursuant to the Merger Agreement if they did not seek appraisal of their shares of SoundHound capital stock.

In Weinberger v. UOP, Inc., the Delaware Supreme Court stated that “proof of value by any techniques or methods which are generally considered acceptable in the financial community and otherwise admissible in court” should be considered in appraisal proceedings and that “[f]air price obviously requires consideration of all relevant factors involving the value of a company.” The Delaware Supreme Court has stated that in making this determination of fair value, the court must consider market value, asset value, dividends, earnings prospects, the nature of the enterprise and any other facts which could be ascertained as of the date of the merger which throw any light on future prospects of the merged corporation. Section 262 provides that fair value is to be “exclusive of any element of value arising from the accomplishment or expectation of the merger.” In Cede & Co. v. Technicolor, Inc., the Delaware Supreme Court stated that such exclusion is a “narrow exclusion [that] does not encompass known elements of value,” but which rather applies only to the speculative elements of value arising from such accomplishment or expectation. In Weinberger, the Delaware Supreme Court also stated that “elements of future value, including the nature of the enterprise, which are known or susceptible of proof as of the date of the merger and not the product of speculation, may be considered.”

Unless the Delaware Court of Chancery in its discretion determines otherwise for good cause shown, interest from the effective date of the Business Combination through the date of payment of the judgment shall be compounded quarterly and shall accrue at 5% over the Federal Reserve discount rate (including any surcharge) as established from time to time during such period between the effective date of the Business Combination and the date of payment of the judgment; provided, however that at any time before the entry of judgment in the proceedings, the Company may pay to each SoundHound stockholder entitled to appraisal an amount in cash, in which case interest will accrue thereafter only upon the sum of (1) the difference, if any, between the amount so paid and the fair value of the shares as determined by the Delaware Court of Chancery, and (2) interest theretofore accrued, unless paid at that time. The Company is under no obligation to make such voluntary cash payment prior to such entry of judgment.

Costs of the appraisal proceeding (which do not include attorneys’ fees or the fees and expenses of experts) may be imposed upon the Company and SoundHound stockholders participating in the appraisal proceeding by the Delaware Court of Chancery as the Court deems equitable in the circumstances. Upon the application of a SoundHound stockholder, the Delaware Court of Chancery may order all or a portion of the expenses incurred by any SoundHound stockholder in connection with the appraisal proceeding, including, without limitation, reasonable attorneys’ fees and the fees and expenses of experts, to be charged pro rata against the value of all shares entitled to appraisal.

Any SoundHound stockholder who had demanded appraisal rights will not, after the effective time of the Business Combination, be entitled to vote shares subject to that demand for any purpose, or to receive payments of dividends or any other distribution with respect to those shares, other than with respect to payment as of a record date prior to the effective time of the Business Combination. If any stockholder who demands appraisal of shares of SoundHound capital stock under Section 262 fails to perfect, effectively withdraws or otherwise loses such holder’s right to appraisal with respect to such shares, such shares will be deemed to have been converted at the effective time of the Business Combination into the right to receive the consideration provided pursuant to the Merger Agreement, without interest, upon the terms and conditions set forth therein.

If no petition for appraisal is filed within 120 days after the effective time of the Business Combination, or if a SoundHound stockholder consents in writing to the adoption of the Merger Agreement or effectively withdraws his, her or its demand for appraisal, then the right of that SoundHound stockholder to appraisal will cease and that SoundHound stockholder will be entitled to receive the consideration for shares of his, her or its shares of SoundHound capital stock pursuant to the Merger Agreement. A holder, who has not commenced and appraisal proceeding or joined that proceeding as a named party, may withdraw his or her demand for appraisal by delivering to the Company a written withdrawal of his or her demand for appraisal and acceptance of the Business Combination, except that any such attempt to withdraw made more than 60 days after the effective date of the Business Combination will require the written approval of the Company. No appraisal proceeding in the Delaware Court of Chancery will be dismissed as to any stockholder without the approval of the Delaware Court of Chancery, and such approval may be conditioned upon such terms as the Delaware Court of Chancery deems just, provided, however, any stockholder who has not

commenced an appraisal proceeding or joined that proceeding as a named party will have the right to withdraw such stockholder’s demand for appraisal and to accept the terms offered upon the Business Combination within 60 days after the effective date of the Business Combination.

The preceding discussion is not a complete statement of the law pertaining to appraisal rights under Section 262 and is qualified in its entirety by reference to Section 262 of the DGCL, the full text of which is attached hereto as Annex F.

ALL SOUNDHOUND STOCKHOLDERS THAT DO NOT WISH TO CONSENT TO THE ADOPTION OF THE MERGER AGREEMENT AND THE APPROVAL OF THE BUSINESS COMBINATION, AND WISH TO EXERCISE APPRAISAL RIGHTS PURSUANT TO THE DGCL OR THAT WISH TO PRESERVE THEIR RIGHT TO DO SO SHOULD CAREFULLY REVIEW ANNEX F, SINCE FAILURE TO COMPLY WITH THE PROCEDURES SET FORTH THEREIN WILL RESULT IN THE LOSS OF SUCH RIGHTS.

SOUNDHOUND STOCKHOLDERS CONSIDERING SEEKING APPRAISAL SHOULD BE AWARE THAT THE FAIR VALUE OF THEIR SHARES AS DETERMINED UNDER SECTION 262 COULD BE MORE THAN, THE SAME AS OR LESS THAN THE MERGER CONSIDERATION THEY WOULD RECEIVE PURSUANT TO THE MERGER AGREEMENT IF THEY DID NOT SEEK APPRAISAL OF THEIR SHARES. SOUNDHOUND STOCKHOLDERS WHO PERFECT THEIR APPRAISAL RIGHTS AND WHO DO NOT SUBSEQUENTLY EFFECTIVELY WITHDRAW OR OTHERWISE LOSE THEIR APPRAISAL RIGHTS WILL BE ENTITLED TO NO CONSIDERATION UNDER THE MERGER AGREEMENT.

FAILURE TO COMPLY STRICTLY WITH ALL OF THE PROCEDURES SET FORTH IN SECTION 262 WILL RESULT IN THE LOSS OF A SOUNDHOUND STOCKHOLDER’S STATUTORY APPRAISAL RIGHTS THEREUNDER. CONSEQUENTLY, ANY SOUNDHOUND STOCKHOLDER WISHING TO EXERCISE APPRAISAL RIGHTS IS URGED TO CONSULT LEGAL COUNSEL.

Proxies and Proxy Solicitation Costs

ATSP is soliciting proxies on behalf of the Board. This solicitation is being made by mail but also may be made by telephone or in person. ATSP and its directors, officers and employees may also solicit proxies in person, by telephone or by other electronic means. Any solicitation made and information provided in such a solicitation will be consistent with the written proxy statement/prospectus/consent solicitation and proxy card. ATSP will bear the cost of solicitation. [PROXY SOLICITOR], a proxy solicitation firm that ATSP has engaged to assist it in soliciting proxies, will be paid a fixed fee of approximately $[•] and be reimbursed out-of-pocket expenses.

ATSP will ask banks, brokers and other institutions, nominees and fiduciaries to forward its proxy materials to their principals and to obtain their authority to execute proxies and voting instructions. ATSP will reimburse them for their reasonable expenses.

PROPOSAL 1 — THE BUSINESS COMBINATION PROPOSAL

We are asking our stockholders to adopt the Merger Agreement and approve the Business Combination and the other transactions contemplated thereby. Our stockholders should read carefully this proxy statement/prospectus/consent solicitation in its entirety, including the subsection below titled “The Merger Agreement,” for more detailed information concerning the Business Combination and the terms and conditions of the Merger Agreement. We also urge our stockholders to read carefully the Merger Agreement in its entirety before voting on this Proposal. A copy of the Merger Agreement is attached as Annex A to this proxy statement/prospectus/consent solicitation.

General

On November 15, 2021, ATSP, entered into a Merger Agreement (the “Merger Agreement”) by and among ATSP, ATSPC Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of ATSP (“Merger Sub”), and SoundHound. Pursuant to the terms of the Merger Agreement, a Business Combination between ATSP and SoundHound will be effected through the merger of Merger Sub with and into SoundHound, with SoundHound surviving the merger as a wholly owned subsidiary of ATSP. The Board has (i) approved and declared advisable the Merger Agreement, the Business Combination and the other transactions contemplated thereby and (ii) resolved to recommend approval of the Merger Agreement and related transactions by the stockholders of ATSP.

The Merger Agreement

The following is a summary of the material terms of the Merger Agreement. The following summary does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, a copy of which is attached as Annex A to this proxy statement/prospectus/consent solicitation.

The Merger Agreement contains representations and warranties that ATSP and Merger Sub, on the one hand, and SoundHound, on the other hand, have made to one another as of specific dates. The assertions embodied in the representations and warranties are qualified by information in confidential disclosure schedules exchanged by the parties. Some of these schedules contain information that modifies, qualifies and creates exceptions to the representations and warranties set forth in the Merger Agreement. You should not rely on the representations and warranties described below as current characterizations of factual information about ATSP or SoundHound, because they were made as of specific dates, may be intended merely as a risk allocation mechanism between ATSP and Merger Sub, and SoundHound and are modified by the disclosure schedules.

Merger Consideration

The total consideration to be paid by ATSP to SoundHound security holders as the Closing will be an amount equal to $2,000,000,000, with outstanding SoundHound stock option and warrants assumed by ATSP included on a net exercise basis.

Treatment of SoundHound Securities

Cancellation of Securities.    Each share of SoundHound capital stock, if any, that is owned by ATSP, Merger Sub, SoundHound, or any of their subsidiaries (as treasury stock or otherwise) immediately prior to the Effective Time, will automatically be cancelled and retired without any conversion or consideration.

Preferred Stock.    Immediately prior to the Effective Time, each issued and outstanding share of SoundHound’s (i) Series A Preferred Stock, (ii) Series B Preferred Stock, (iii) Series C Preferred Stock, (iv) Series C-1 Preferred Stock, (v) Series D Preferred Stock, (vi) Series D-1 Preferred Stock, (vii) Series D-2 Preferred Stock, and (viii) Series D-3 Preferred Stock (collectively, “SoundHound Preferred Stock”), will be converted into shares of Class A Common Stock, par value $0.0001 per share, of SoundHound (the “SoundHound Class A Common Stock”) at the Conversion Ratio. The “Conversion Ratio” as defined in the Merger Agreement means an amount equal to (a)(i) the sum of (A) $2,000,000,000, plus (B) the aggregate exercise price of outstanding SoundHound in-the-money stock options and warrants, divided by (ii) the number of fully diluted SoundHound shares (including in-the-money stock options and warrants); divided by (b) $10.00.

Class A Common Stock.    Each share of SoundHound Class A Common Stock issued and outstanding immediately prior to the Effective Time (other than any such shares of SoundHound capital stock cancelled as described above and any dissenting shares) will be converted into the right to receive a number of shares of Class A Common Stock at the Conversion Ratio.

Class B Common Stock.    SoundHound does not currently have any Class B Common Stock authorized or outstanding. SoundHound intends to set up a special committee of disinterested independent directors to consider a proposal from SoundHound’s founders to (1) authorize the creation of a new class of common stock, Class B Common Stock, which will be identical to the SoundHound Class A Common Stock, but will entitle the holders thereof to multiple votes per share on all matters on which stockholders are entitled to vote, with the number of votes per share to be determined by the special committee and the founders if they reach agreement on the matter, and (2) immediately prior to the Closing, exchange the shares of SoundHound Class A Common Stock held by SoundHound’s founders for Class B Common Stock in exchange for consideration to be provided by SoundHound’s founders and as agreed to by SoundHound’s founders and the special committee, and, in each case, subject to approval and ratification by SoundHound’s stockholders (excluding SoundHound’s founders and their affiliates). If SoundHound’s founders and the special committee reach agreement with respect to the authorization and issuance of the Class B Common Stock, which is approved and ratified by SoundHound’s stockholders (excluding SoundHound’s founders and their affiliates), and accordingly shares of Class B Common Stock are issued by SoundHound prior to the Closing of Business Combination, then such shares of Class B Common Stock will be converted into the right to receive a number of shares of Class B Common Stock of ATSP at the Conversion Ratio. The Class B Common Stock will have the same multiple votes per share as SoundHound’s Class B Common Stock.

Merger Sub Securities.    Each share of common stock, par value $0.0001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time will be converted into and become one newly issued share of common stock of the ATSP.

Stock Options.    At the Effective Time, each outstanding option to purchase shares of SoundHound Common Stock will be converted into an option to purchase, subject to substantially the same terms and conditions as were applicable under such options prior to the Effective Time, shares of Class A Common Stock equal to the number of shares subject to such option prior to the Effective Time multiplied by the Conversion Ratio, with the per share exercise price equal to the exercise price prior to the Effective Time divided by the Conversion Ratio.

Warrants.    Immediately prior to the Effective Time, each outstanding warrant to purchase shares of SoundHound capital stock that is unvested as of immediately prior to the Effective Time shall be automatically converted into a warrant to purchase, subject to substantially the same terms and conditions as were applicable under such warrants prior to the Effective Time, shares of the Class A Common Stock, proportionately adjusted for the Conversion Ratio, with the per share exercise price equal to the exercise price prior to the Effective Time divided by the Conversion Ratio.

Restricted Stock and SoundHound RSUs.    Any outstanding restricted shares of SoundHound Common Stock that have not vested as of the Effective Time will have the same continuing vesting periods apply to the Merger Consideration Shares (as defined in the Merger Agreement) issued in exchange for such restricted shares.

Prior to the Closing, each SoundHound RSU (as defined in the Merger Agreement) will be converted into a restricted stock unit of ATSP, subject to substantially the same terms and conditions as were applicable under the SoundHound RSU, except that upon conversion thereof, the holder of a SoundHound RSU will receive the same consideration that they would have received if such SoundHound RSU was converted into SoundHound Common Stock immediately prior to the Effective Time.

Directors and Executive Officers of the Combined Company Following the Business Combination

Each current member of the Board will cease to be a director upon the consummation of the Business Combination, except for Dr. Eric R. Ball, who will remain a director on the Combined Company’s board of directors. Effective as of the Closing, the board of directors of the Combined Company will initially consist of seven members, one of whom will be appointed by ATSP pursuant to the Merger Agreement, and the remainder of whom will be appointed by SoundHound.

Conditions to the Closing of the Business Combination

Mutual Conditions

The obligations of all of the parties to consummate the Closing are subject to the satisfaction or written waiver (where permissible) by ATSP and SoundHound of all the following conditions:

•        no provisions of any applicable law and no order restraining, prohibiting or imposing any condition on the consummation of the Business Combination or related transactions;

•        all applicable waiting periods under the HSR Act with respect to the Business Combination having expired or terminated, and (ii) each consent, approval or authorization of any authority required of ATSP, SoundHound or any of their respective subsidiaries to consummate the Business Combination having been obtained and in full force and effect;

•        no pending action being brought by any authority to enjoin or otherwise restrict the consummation of the Closing;

•        after giving effect to any redemption of shares of common stock in connection with the Business Combination and related transactions, ATSP having net tangible assets of at least $5,000,001 either immediately prior to or upon consummation of the Business Combination;

•        the approval of SoundHound stockholders of the Merger Agreement and related transactions having been obtained;

•        each of the required Proposals having been approved at the Meeting;

•        ATSP’s initial listing application with Nasdaq in connection with the Business Combination and related transactions having been conditionally approved and, immediately following the Effective Time, ATSP satisfying any applicable initial and continuing listing requirements of Nasdaq, and ATSP not having received any notice of non-compliance therewith, and the Class A Common Stock and the PIPE Shares having been approved for listing on Nasdaq; and

•        the Form S-4 having become effective in accordance with the provisions of the Securities Act, no stop order suspending the effectiveness of the Form S-4 having been issued by the SEC that remains in effect and no proceeding seeking such a stop order having been initiated by the SEC and not withdrawn.

Additional Conditions to ATSP and Merger Sub’s Obligations to Close

The obligation of ATSP and Merger Sub to consummate the Closing is subject to the satisfaction, or the waiver in ATSP’s sole and absolute discretion, of all the following further conditions:

•        SoundHound having duly performed or complied with all of its obligations under the Merger Agreement required to be performed or complied with (without giving effect to any materiality or similar qualifiers contained therein) by ATSP at or prior to the Closing Date;

•        the representations and warranties of SoundHound contained in the Merger Agreement being true and correct in all respects at and as of the date of the Merger Agreement and as of the Closing Date;

•        the Company Fundamental Representations (as defined in the Merger Agreement) being true and correct in all material respects at and as of the date of the Merger Agreement and as of the Closing Date;

•        nothing in respect of SoundHound or its subsidiaries having occurred that has had or would reasonably be expected to have a Material Adverse Effect in respect of SoundHound or its subsidiaries which is continuing and uncured;

•        ATSP having received a certificate, dated as of the Closing Date, signed by SoundHound’s Chief Executive Officer certifying the accuracy of SoundHound’s representations and warranties;

•        ATSP having received a certificate, dated as of the Closing Date, signed by the Secretary of SoundHound certifying the accuracy of (i) SoundHound’s certificate of incorporation; (ii) SoundHound’s bylaws; (iii) copies of resolutions adopted by SoundHound’s board of directors authorizing the Merger Agreement, the additional agreements (including the Registration Rights Agreement, the Company Support Agreements, the Subscription Agreements, the Parent Support Agreements and the Lock-Up Agreements, the same hereafter) to which the Company is a party and the related transactions and SoundHound’s stockholder written consent; and (iv) a certificate of good standing of SoundHound;

•        each of SoundHound and SoundHound securityholders, as applicable, having executed and delivered to ATSP a copy of each additional agreement to which SoundHound or the securityholder, as applicable, is a party and that was not otherwise executed and delivered prior to the Closing; and

•        SoundHound having delivered to ATSP a duly executed certificate conforming to the requirements of Sections 1.897-2(h)(1)(i) and 1.1445-2(c)(3)(i) of the United States Treasury regulations, and a notice to be delivered to the United States Internal Revenue Service as required under Section 1.897-2(h)(2) of the United States Treasury regulations, each dated no more than thirty (30) days prior to the Closing Date and in form and substance reasonable acceptable to ATSP.

Additional Conditions to SoundHound’s Obligations to Close

The obligations of SoundHound to consummate the Closing is subject to the satisfaction, or the waiver in SoundHound’s sole and absolute discretion, of all of the following further conditions:

•        ATSP and Merger Sub each having performed or complied with all of its respective obligations under the Merger Agreement in all material respects;

•        the representations and warranties of ATSP and Merger Sub being true and correct as of the date of the Merger Agreement and the Closing Date in all material respects;

•        nothing in respect of ATSP having occurred that has had or would reasonably be expected to have a Material Adverse Effect in respect of ATSP which is continuing and uncured;

•        SoundHound shall have received a certificate signed by the Chief Executive Officer of ATSP certifying the accuracy of ATSP’s representations and warranties;

•        the Amended Charter, in form and substance reasonably acceptable to ATSP and SoundHound, having been filed with, and declared effective by, the Delaware Secretary of State;

•        SoundHound having received a certificate, dated as of the Closing Date, signed by the Secretary of ATSP attaching true, correct and complete copies of (i) the Amended Charter; (ii) Amended Bylaws, (iii) copies of resolutions duly adopted by the Board authorizing the Merger Agreement, the additional agreements to which ATSP is a party and related transactions, and the Proposals; and (iv) a certificate of good standing of ATSP;

•        SoundHound having received a certificate, dated as of the Closing Date, signed by the Secretary of Merger Sub attaching true, correct and complete copies of (i) resolutions duly adopted by the Board of Directors and sole stockholder of Merger Sub authorizing the Merger Agreement, the additional agreements to which Merger Sub is a party and the related transactions and (ii) a certificate of good standing of Merger Sub;

•        each of ATSP, Sponsor or other stockholder of ATSP, as applicable, having executed and delivered to SoundHound a copy of each additional agreement to which ATSP, Sponsor or such other stockholder of ATSP, as applicable, is a party;

•        the size and composition of the post-Closing Board having been appointed as set forth above;

•        the Closing cash being an amount at least equal to the amount of the PIPE Investment; and

•        the Warrant Agreement having been amended so that the Private Warrants may be accounted for as equity.

Representations and Warranties

The Merger Agreement contains customary representations and warranties of the parties thereto with respect to, among other things, (a) corporate existence and power, (b) authorization to enter into the Merger Agreement and related transactions, (c) governmental authorization, (d) capital structure, (e) corporate records, (f) subsidiaries, (g) consents, (h) financial statements, (i) books and records, (j) internal accounting controls, (k) absence of changes, (l) real and personal property, (m) litigation, (n) material contracts, (o) licenses and permits, (p) compliance with laws, (q) intellectual property, (r) accounts payable and affiliate loans, (s) employee matters and benefits, (t) tax matters, (u) environmental laws, (v) directors and officers, (w) insurance, (x) related party transactions, and (y) listing of securities.

The representations and warranties are, in many respects, qualified by materiality and knowledge, and will not survive the Business Combination, but their accuracy forms the basis of some of the conditions to the obligations of ATSP, Merger Sub and SoundHound to complete the Business Combination.

Covenants; Conduct of Business Pending the Business Combination

ATSP and SoundHound have each agreed that, except as permitted by the Merger Agreement or the additional agreements or as required by law or COVID-19 related public health measures and the disclosure schedules, during the period commencing on the date of the Merger Agreement and continuing until the Closing Date or earlier termination, each party will (i) conduct its business only in the ordinary course, consistent with past practices, (ii) duly and timely file all material tax returns required to be filed with the applicable taxing authorities and pay any and all taxes due and payable during such time period; (iii) duly observe and conform in with all applicable law, including the Exchange Act, and court orders, in each case, in all material respects, and (iv) use its commercially reasonable efforts to preserve intact its business relationships with employees, clients, suppliers, contract manufacturing organizations, contract research organizations and other third parties. Additionally, neither SoundHound nor ATSP shall, or permit its subsidiaries to:

(i)        amend, modify or supplement its organizational documents except as contemplated under the Merger Agreement, or engage in any reorganization, reclassification, liquidation, dissolution or similar transaction;

(ii)       amend or terminate any material contract;

(iii)      modify, amend or enter into any contract that extends for a term of one year or more and obligates the payment by it of more than $500,000;

(iv)      make any capital expenditures in excess of $500,000;

(v)       sell, lease, license or otherwise dispose of any of its material assets, except pursuant to existing contracts or commitments disclosed herein or in the ordinary course of business consistent with past practices;

(vi)      solely in the case of SoundHound, sell, lease, license or otherwise dispose of any material SoundHound owned intellectual property outside of the ordinary course of business consistent with past practices;

(vii)     solely in the case of SoundHound, permit any material registered intellectual property to go abandoned or expire;

(viii)    (A) pay, declare or promise to pay any dividends or other distributions with respect to its capital stock or other equity securities; or (B) except as contemplated by the Merger Agreement, amend any material term, right or obligation with respect to any outstanding shares of its capital stock or other equity securities;

(ix)      (A) make any loan, advance or capital contribution in excess of $500,000; (B) incur any indebtedness in excess of $500,000, other than (1) loans evidenced by promissory notes made to ATSP as working capital advances and (2) intercompany indebtedness; or (C) repay or satisfy any indebtedness in excess of $500,000, other than in accordance with the terms of the indebtedness;

(x)       suffer or incur any lien in excess of $500,000, except for certain permitted liens;

(xi)      delay, accelerate or cancel, or waive any material right with respect to, any receivables or indebtedness in excess of $500,000;

(xii)     merge with or acquire all or substantially all of the assets of an entity, or make any material investment in an entity;

(xiii)    terminate or allow to lapse any immaterial insurance policy protecting any of its material assets;

(xiv)    adopt any severance, retention or other employee plan in excess of $500,000, or fail to continue to make timely contributions to each plan in accordance with the terms thereof;

(xv)     institute or settle any action before any legal authority, in each case in excess of $500,000;

(xvi)    except as required by GAAP, make any material change in its accounting principles, methods or practices;

(xvii)   change its principal place of business or jurisdiction of organization;

(xviii)  issue or repurchase any capital stock or other securities, other than with respect to SoundHound: (A) the issuance of an immaterial number of stock options in the ordinary course of business consistent with past practice or (B) the issuance of shares of SoundHound upon the exercise or conversion of outstanding Preferred Stock, stock options, warrants, convertible notes or other convertible securities;

(xix)    (A) make, change or revoke any material tax election; (B) change any annual tax accounting periods in any material respect; (C) settle or compromise any material claim, notice, audit report or assessment in respect of taxes of SoundHound or its subsidiaries; (D) enter into any tax allocation, tax sharing, tax indemnity or other closing agreement relating to any taxes of SoundHound or its subsidiaries; or (E) surrender or forfeit any right to claim a material tax refund;

(xx)     enter into any material transaction with or distribute or advance any material assets or property to any of its affiliates (other than its subsidiaries), other than the payment of salary and benefits in the ordinary course;

(xxi)    other than as required by a benefits plan, (A) materially increase or change the compensation or benefits of any employee or service provider of SoundHound or its subsidiaries other than in the ordinary course of business (and in any event not in the aggregate by more than ten percent (10%)), (B) accelerate the vesting or payment of any material compensation or benefits of any employee or service provider of SoundHound or its subsidiaries, (C) make any loan to any present or former employee or other individual service provider of SoundHound or its subsidiaries, other than advancement of expenses in the ordinary course of business consistent with past practices, or (D) enter into, amend or terminate any collective bargaining agreement or other material agreement with a labor union or labor organization;

(xxii)   fail to duly observe and conform to any applicable laws and orders in any material respect; or

(xxiii)  agree or commit to do any of the foregoing.

The Merger Agreement also contains additional covenants of the parties, including, among others, access to information, cooperation in the preparation of the Form S-4 and Proxy Statement (as each such terms are defined in the Merger Agreement) required to be filed in connection with the Business Combination and to obtain all requisite approvals of each party’s respective stockholders including, in the case of ATSP, approvals of the Amended Charter, Amended Bylaws, the Incentive Award Plan and ESPP, post-Closing Board, and the share issuance under Nasdaq rules. ATSP has also agreed to include in this proxy statement/prospectus/consent solicitation the recommendation of the Board that stockholders approve all of the Proposals to be presented at the Meeting.

Each party’s representations, warranties and pre-Closing covenants will not survive Closing and no party has any post-Closing indemnification obligations.

Non-Solicitation Restrictions; Duty to Recommend

ATSP and SoundHound have each agreed that from the date of the Merger Agreement to the Closing Date, it will not take, nor will it permit any of its representatives to, encourage or initiate any negotiations with, or enter into any agreement with, any party in connection with a business combination other than with SoundHound or take any

other action intended or designed to facilitate the efforts to do so. Each of ATSP and SoundHound has also agreed to be responsible for any acts or omissions of any of its respective representatives that, if they were the acts or omissions of the ATSP or SoundHound, as applicable, would be deemed a breach of the party’s obligations with respect to these non-solicitation restrictions.

ATSP also agreed to recommend in this proxy statement/prospectus/consent solicitation statement that stockholders approve the Business Combination and the other Proposals being presented at the Meeting.

Termination of the Merger Agreement

The Merger Agreement may be terminated at any time prior to the Effective Time as follows:

(i)     by either ATSP or SoundHound if the Business Combination and related transactions are not consummated on or before May 15, 2022 (the “Outside Date”), provided that, if the SEC has not declared the Form S-4 effective on or prior to April 15, 2022, then June 15, 2022, provided further that, the failure to consummate the transaction by the Outside Date is not due to a material breach by the party seeking to terminate the Agreement;

(ii)    by either ATSP or SoundHound if any authority has issued any final decree, order, judgment, award, injunction, rule or consent or enacted any law, having the effect of permanently enjoining or prohibiting the consummation of the Business Combination, provided that, the party seeking to terminate cannot have breached its obligations under the Merger Agreement and such breach was a substantial cause of, or substantially resulted in, such action by the Authority.

(iii)   by mutual written consent of ATSP and SoundHound duly authorized by each of their respective boards of directors;

(iv)   by either ATSP or SoundHound if the other party has breached any of its covenants or representations and warranties such that closing conditions would not be satisfied by the earlier of (A) the Outside Date and (B) 30 days following receipt by the breaching party of a written notice of the breach; and

(v)    by ATSP if SoundHound has not received approval from SoundHound stockholders for the Business Combination and related transactions by five business days following the effective date of the Form S-4, provided that upon SoundHound receiving the such stockholder approval, ATSP will no longer have any right to so terminate the Merger Agreement.

The foregoing summary of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the actual Merger Agreement, which is filed as Annex A hereto, and which is incorporated by reference in this report. Terms used herein as defined terms and not otherwise defined herein shall have the meanings ascribed to them in the Merger Agreement.

Certain Related Agreements

Parent Support Agreements.    In connection with the execution of the Merger Agreement, certain stockholders of ATSP, SoundHound and ATSP entered into support agreements (the “Parent Support Agreements”) pursuant to which the stockholders of ATSP that are parties to the Parent Support Agreements have agreed to vote all shares of common stock beneficially owned by them in favor of the Business Combination and related transactions.

Company Support Agreements.    In connection with the execution of the Merger Agreement, certain stockholders of SoundHound, SoundHound and ATSP entered into support agreements (the “Company Support Agreements”), pursuant to which the stockholders of SoundHound that are a parties to the Company Support Agreements have agreed to vote all shares of SoundHound Stock beneficially owned by them in favor of the Business Combination and related transactions.

Subscription Agreements.    In connection with the execution of the Merger Agreement, ATSP entered into subscription agreements (collectively, the “Subscription Agreements”) with certain accredited investors (the “Subscribers”) pursuant to which the Subscribers have agreed to purchase, and ATSP has agreed to sell to the Subscribers, an aggregate of 11,100,000 shares of Class A Common Stock (“PIPE Shares”), for a purchase price of $10.00 per share and an aggregate purchase price of $111,000,000. The purpose of the sale of the PIPE Shares

is to raise additional capital for use in connection with the Business Combination and to meet the minimum cash requirements provided in the Merger Agreement. The PIPE Shares are identical to the shares of Class A Common Stock that will be held by ATSP’ public stockholders at the time of the Closing, except that the PIPE Shares will not be entitled to any redemption rights and will not be registered with the SEC. The obligations to consummate the transactions contemplated by the Subscription Agreements are conditioned upon, among other things, customary closing conditions and the consummation of the Business Combination and related transactions contemplated by the Merger Agreement.

Lock-Up Agreements.    In connection with the execution of the Merger Agreement, certain key SoundHound stockholders each agreed, subject to certain customary exceptions, not to (i) sell, offer to sell, contract or agree to sell, pledge or otherwise dispose of, directly or indirectly, any shares of Class A Common Stock and Class B Common Stock held by them (such shares, together with any securities convertible into or exchangeable for or representing the rights to receive shares of common stock if any, acquired during the Lock-Up Period (as defined below), the “Lock-up Shares”), (ii) enter into a transaction that would have the same effect, (iii) enter into any swap, hedge or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Lock-Up Shares or otherwise or engage in any short sales or other arrangement with respect to the Lock-Up Shares or (iv) publicly announce any intention to effect any transaction specified in clause (i) or (ii) until the date that is six months after the Closing Date.

Amended and Restated Registration Rights Agreement.    At the Closing, ATSP will enter into an amended and restated registration rights agreement (the “Amended and Restated Registration Rights Agreement”) with certain existing stockholders of ATSP with respect to the shares of Class A Common Stock they own at the Closing, and with certain SoundHound stockholders who will be affiliates of ATSP with respect to the Merger Consideration after the Closing. The Amended and Restated Registration Rights Agreement will require ATSP to, among other things, file a resale shelf registration statement on behalf of the stockholders no later than 60 days after the Closing. The Amended and Restated Registration Rights Agreement will also provide certain demand registration rights and piggyback registration rights to the stockholders, subject to underwriter cutbacks and issuer blackout periods. ATSP will agree to pay certain fees and expenses relating to registrations under the Amended and Restated Registration Rights Agreement.

Incentive Award Plan and Employee Stock Purchase Plan

ATSP has agreed to approve and adopt an omnibus equity incentive plan (the “Incentive Award Plan”) and employee stock purchase plan (the “ESPP”), in each case to be effective as of the Closing and in a form mutually acceptable to ATSP and SoundHound, subject to approval of the Incentive Plan and the ESPP by the ATSP’ stockholders. The Incentive Award Plan will provide for an initial aggregate share reserve equal to 10% of the number of shares of common stock on a fully diluted basis at the Closing and a 5% “evergreen” provision that will provide for an automatic increase on the first day of each fiscal year in the number of shares available for issuance under the Incentive Award Plan. The ESPP will provide for an initial aggregate share reserve equal to 2% of the number of shares of common stock on a fully diluted basis at the Closing and a 1% “evergreen” provision that will provide for an automatic increase on the first day of each fiscal year in the number of shares available for issuance under the ESPP.

Interests of SoundHound’s Directors and Officers in the Business Combination

When SoundHound stockholders and other interested persons consider the recommendation of its board of directors in favor of approval of the Business Combination, such persons should keep in mind that the directors and executive officers of SoundHound may have interests in the Business Combination and other proposals that may be different from, or in addition to, those of SoundHound stockholders generally. These interests include, among other things:

•        That SoundHound’s executive officers are expected to become the executive officers of the Combined Company upon consummation of the Business Combination.

•         That certain SoundHound executive officers may enter into employment arrangements that are expected to become effective in connection with the Business Combination. Please see the section titled “The Business Combination — Interests of SoundHound’s Directors and Officers in the Business Combination” and “Executive Compensation Arrangements — Post-Closing Arrangements” and “Directors and Executive Officers of the Combined Company after the Business Combination” of this proxy statement/prospectus/consent solicitation for further discussion.

•        That, upon consummation of the Business Combination, and subject to approval of the Incentive Plan Proposal, certain of SoundHound’s executive officers are expected to receive grants of restricted stock units and performance stock units under the 2022 SoundHound AI Incentive Plan.

•        That, the brother of Larry Marcus, one of the members of SoundHound’s Board of Directors, is a Senior Advisor to Guggenheim Securities, LLC (“Guggenheim Securities”), is a stockholder of SoundHound and has actively participated as a member of the Guggenheim Securities investment banking team that has been engaged by SoundHound as its financial advisor in connection with the Business Combination and as its capital markets advisor in connection with the PIPE Investment. Please see the section titled “Certain Relationships and Related Transactions — Certain Transactions of SoundHound.’’

•        That certain members of the SoundHound Board are expected to continue to serve as members of the Combined Company Board following the Business Combination.

SoundHound’s board of directors were aware of and considered these interests, among other matters, in evaluating and negotiating the Business Combination and the Business Combination Agreement.

Background of the Business Combination

The following is a discussion of ATSP’s formation, the background of ATSP’s previous attempts at a business combination, its negotiations with and evaluation of SoundHound, the Merger Agreement and related matters.

ATSP is a Delaware corporation structured as a blank check company. On March 15, 2021, ATSP consummated its IPO of 12,000,000 Public Units, with each Public Unit consisting of (i) one Public Subunit, which consists of one Public Share and one-quarter of one Public Warrant, and (ii) one-quarter of one Public Warrant. On March 19, 2021, ATSP consummated the sale of an additional 1,300,000 Public Units as a result of the partial exercise of the underwriters’ over-allotment option. The Public Units from the IPO (including the partial exercise of the over-allotment option) were sold at an offering price of $10.00 per unit, generating total gross proceeds of $133,000,000. Simultaneously with the consummation of the IPO and the partial exercise of the underwriters’ over-allotment option, ATSP consummated the private sale of an aggregate of 416,000 Private Units, with each Private Unit consisting of (i) one Private Subunit, which consists of one Private Share and one-quarter of one Private Warrant, and (ii) one-quarter of one Private Warrant. The Private Units were sold at a purchase price of $10.00 per unit, generating total gross proceeds of $4,160,000.

Promptly following its IPO, ATSP commenced consideration of potential target businesses with the objective of consummating a business combination. ATSP sought out potential target businesses through the networks of relationships of ATSP’s management, board of directors, professional service providers (lawyers, accountants, consultants, finders and investment bankers), and inbound inquiries from potential target businesses. On a regular basis, ATSP’s directors were updated with respect to the status of the Business Combination search. Inputs received from ATSP’s directors were material to its management’s evaluation of a potential business combination.

From the closing of ATSP’s IPO through the signing of the Merger Agreement with SoundHound in November 2021, representatives of ATSP contacted and were contacted by a number of individuals and entities with respect to business combination opportunities and engaged with several possible target businesses in discussions with respect to potential transactions. In all, representatives of ATSP have evaluated approximately 50 potential transactions, the majority of which were in the technology industry.

The following is not intended to be a complete list of all opportunities initially evaluated or explored or discussions held by representatives of ATSP but sets forth the significant discussions and steps that ATSP took to reaching a Merger Agreement with SoundHound.

The approximately 50 potential target businesses that ATSP evaluated included an artificial intelligence company focused on video analytics and security, a technology company in the waste management industry, a healthcare fintech platform, a digital banking fintech platform, and a hybrid Cloud IaaS provider, among others. ATSP did not proceed with the aforementioned targets due to one or more of the following factors: 1) the target business was too small, 2) the underlying technology or business model of the target business was too speculative, 3) the proposed valuation of the target business was too high, 4) the industry that the target business belonged to was too competitive and the target business did not show sufficient differentiation versus its competitors, 5) the industry of the target

business deviated too much from ATSP’s intended industry focus, 6) the target business reassessed its interest in pursuing a SPAC merger with ATSP or in general and 7) ATSP management determined SoundHound to be the superior choice.

On June 2, 2021, Dr. Luc Julia, a director of ATSP, sent an e-mail to Dr. Keyvan Mohajer, a co-founder and the CEO of SoundHound, to explore SoundHound’s interest in pursuing a potential business combination with ATSP. Dr. Julia had been an acquaintance of Dr. Mohajer since 2014, when Dr. Julia was leading a project for Samsung that utilized SoundHound’s technology. Dr. Julia has had continued contact with Dr. Mohajer since then.

On June 6, 2021, Dr. Julia introduced Dr. Mohajer to Long Long, the CFO of ATSP, and Daniel Sheehan, the COO of ATSP, via email to discuss the execution of an NDA between ATSP and SoundHound and to set up an introductory meeting between the ATSP and SoundHound management teams.

On June 7, 2021, Mr. Long emailed to Dr. Mohajer the proposed NDA between ATSP and SoundHound.

On June 9, 2021, ATSP and SoundHound executed the NDA.

On June 11, 2021, Mr. Long, Mr. Sheehan, Dr. Eric Ball, the Chairman of ATSP, Dr. Mohajer, Michael Zagorsek, the COO of SoundHound, and representatives of Guggenheim Securities, financial advisor to SoundHound with respect to the Business Combination and capital markets advisor to SoundHound with respect to the PIPE Investment, met via video conference for the SoundHound team to present an investor presentation prepared by SoundHound management in connection with SoundHound’s ongoing efforts to consider strategic alternatives including capital raises to the Archimedes team. Following the meeting, Guggenheim Securities, on behalf of SoundHound, emailed the investor presentation to Mr. Long, Mr. Sheehan and Dr. Julia. Concurrently, Guggenheim Securities also granted ATSP with access to a virtual data room containing detailed information regarding SoundHound, including financial projection models, capitalization table, audited financials, customer pipeline, customer contracts, intellectual property, and other relevant information.

On June 15, 2021, Mr. Long emailed Dr. Mohajer, Mr. Zagorsek, Steve Emberland, the VP of Finance of SoundHound, and representatives of Guggenheim Securities an illustrative term sheet for a potential merger between ATSP and SoundHound, as well as an introductory presentation of ATSP. The illustrative term sheet valued SoundHound at $2,200,000,000. The introductory presentation included background information of ATSP, including ATSP’s officer and directors, and the potential benefits to SoundHound of pursuing a business combination transaction with ATSP

On June 17, 2021, Mr. Long, Mr. Sheehan, Steve Cannon, the CEO of ATSP, Dr. Ball, Dr. Mohajer, Mr. Zagorsek, and representatives of Guggenheim Securities met via video conference, where ATSP presented the preliminary illustrative term sheet and introductory presentation to SoundHound. After the meeting, Guggenheim Securities, on behalf of SoundHound, emailed to Mr. Long, Mr. Sheehan, Mr. Cannon, Dr. Ball, and Dr. Julia SoundHound’s proposed form of LOI and term sheet for a potential merger between SoundHound and ATSP for ATSP’s review.

On June 23, 2021, Mr. Long emailed Dr. Mohajer, Mr. Zagorsek, Mr. Emberland, and representatives of Guggenheim Securities the ATSP’s proposed revisions to the LOI. The proposed revised term sheet valued SoundHound at $2,000,000,000, but with $250.0 million of it subject to an earnout.

On June 25, 2021, Mr. Long, Dr. Julia, and Dr. Mohajer met via video conference to discuss whether to proceed with further discussions.

On June 26, 2021, Mr. Long, Mr. Sheehan, Mr. Cannon, Dr. Ball, Dr. Julia and Vishwesh Pai, a technology advisor to ATSP, Dr. Mohajer, Mr. Zagorsek, and representatives of Guggenheim Securities held meetings via video conference to discuss SoundHound’s financial projections model as well as SoundHound’s technology, clients, partnerships and products.

On June 26, 2021, Guggenheim Securities emailed Mr. Long to request further background information on ATSP’s officers’ prior SPAC experience, which Mr. Long responded to on June 27, 2021.

On June 29, 2021, Guggenheim Securities, on behalf of SoundHound, emailed to Mr. Long, Mr. Sheehan, Mr. Cannon, Dr. Ball, and Dr. Julia additional mark-ups to the proposed LOI. Later the same day, Mr. Long, Mr. Sheehan, Mr. Cannon, Dr. Ball, Dr. Mohajer, Mr. Zagorsek and representatives of Guggenheim Securities met via video conference to further discuss and negotiate the terms of the LOI. After additional communication between

ATSP, SoundHound, and Guggenheim Securities, ATSP and SoundHound finalized and executed the LOI. The final LOI valued SoundHound at $2,000,000,000, without any earnout, and required a 6-month lock-up for shares issued to SoundHound executive officers, directors, and significant shareholders.

On July 1, 2021, Mr. Long, Mr. Sheehan, Mr. Cannon, Dr. Ball, Dr. Mohajer, Mr. Zagorsek, Warren Heit, the General Counsel of SoundHound, representatives of Guggenheim Securities, members of Loeb & Loeb LLP, legal counsel to ATSP, and members of Ellenoff Grossman & Schole LLP, legal counsel to SoundHound, held of kick-off meeting via video conference to discuss the process and timeline to complete due diligence, execute a Merger Agreement and raise a PIPE.

From July 1, 2021 until the signing of the Merger Agreement, ATSP and its advisors conducted diligence on SoundHound and held meetings with SoundHound’s clients to discuss the client’s experience with SoundHound’s products and technology.

On July 6, 2021, Mr. Long, Mr. Sheehan, Mr. Cannon, Dr. Ball, Dr. Mohajer, Mr. Zagorsek, Mr. Heit, representatives of Guggenheim Securities, members of Loeb & Loeb LLP, and members of Ellenoff Grossman & Schole LLP met to discuss PIPE structuring and marketing. The PIPE was structured to sell PIPE investors ATSP Class A Common Stock at a price of $10.00 per share upon the Closing of the Business Combination.

On July 10, 2021, Mr. Long, Mr. Cannon, Dr. Mohajer, and Mr. Zagorsek met via video conference to discuss the contents of the investor presentation.

On July 12, 2021, Mr. Long and a member of OUM & Co. LLP, SoundHound’s auditor for its 2019 financial statements, met via video conference to discuss the status of the audit.

On July 14, 2021, Mr. Long, Mr. Cannon, Dr. Mohajer, Mr. Zagorsek, and representatives of Guggenheim Securities met via video conference to discuss updates to the investor presentation.

On July 16, 2021, Mr. Long, Mr. Sheehan, Mr. Pai, James Hom, a co-founder and the VP of Products of SoundHound, Tim Stonehocker, SoundHound’s CTO, met by video conference for ATSP to conduct additional business due diligence of SoundHound’s technology, products, and business plans.

From July 2021 until the signing of the Merger Agreement on November 15, 2021, members of ATSP, members of SoundHound, representatives of Guggenheim Securities, members of Loeb & Loeb LLP, and members of Ellenoff Grossman & Schole LLP held numerous status meetings via video conference to discuss the progress of the Merger Agreement and related matters, including but not limited to legal due diligence of SoundHound and terms of the PIPE Agreement.

On August 6, 2021, Mr. Long and Mr. Zagorsek met via video conference to discuss SoundHound’s long-term customer agreements, booking backlog, customer pipeline, and financial projections.

On August 12, 2021, Mr. Sheehan, Dr. Ball, Dr. Julia, Mr. Pai, Dr. Mohajer, Mr. Hom, and Mr. Zagorsek met in person at SoundHound’s headquarter office in Santa Clara for a tour of the headquarters.

From August 2021 until the signing of the Merger Agreement on November 15, 2021, members of ATSP management and members of SoundHound management had numerous discussions and meetings with prospective investors in the PIPE Investment, as further described below. Prospective investors in the PIPE Investment (“PIPE Investors”) included SoundHound clients, existing investors, and other prospective investors via existing connections with the SoundHound management that expressed potential interest in participating in the PIPE Investment. ATSP entered into NDAs with each prospective PIPE Investor and provided them with access to a virtual data room containing copies of the investor presentation, the Merger Agreement, the form of Subscription Agreement for investors to enter into in connection with the PIPE Investment, a prospective estimated timeline for completion of the transaction as well as copies of publicly-available SoundHound product demonstrations and SoundHound white papers. Over the course of discussions with prospective PIPE Investors, ATSP, SoundHound and its capital markets advisor Guggenheim Securities and their respective legal counsel discussed with PIPE Investors terms of the Subscription Agreement including the valuation of SoundHound, certain terms of the Business Combination transaction and the terms of the Subscription Agreement. After negotiation of the form of Subscription Agreement by each of ATSP and SoundHound and their respective counsels with certain of the larger prospective PIPE Investors in September and October 2021, prospective PIPE Investors were presented with a final version of the Subscription Agreement in the virtual data room for review prior to execution of the Merger Agreement by the parties thereto. On September 2, 2021, Mr. Long met with members of Armanino LLP, SoundHound’s auditor for its 2020 financial statements, to discuss the audit status.

On September 8, 2021, Mr. Long, Mr. Sheehan, Dr. Ball, Dr. Mohajer, and representatives of Guggenheim Securities met with members of EarlyBirdCapital, Inc., ATSP’s IPO underwriter, for ATSP and SoundHound to present the investor presentation to EarlyBirdCapital and solicit feedback.

On September 8, 2021, ATSP held a special meeting of the ATSP Board of Directors where ATSP management presented the proposed business combination with SoundHound to the Board, including the investor presentation, proposed terms of the business combination, and the results of the business and legal due diligence. Following the discussion, the Board approved the formation of a wholly-owned subsidiary of ATSP as contemplated in the Merger Agreement. The meeting was subsequently adjourned.

On September 17, 2021, Mr. Long, Dr. Mohajer, Mr. Zagorsek, Nitesh Sharan, SoundHound’s CFO, Lisa Flattery, SoundHound’s VP of Marketing, met with a member of Intro-Act to discuss the potential engagement of Intro-Act to manage investor relations for the Combined Company (assuming that the Business Combination is consummated).

On October 4, 2021, Mr. Long, Dr. Mohajer, Mr. Zagorsek, and representatives of Guggenheim Securities met to discuss updates to the investor presentation.

On October 20, 2021, members of ATSP, SoundHound, Guggenheim Securities, Loeb & Loeb LLP, Ellenoff Grossman & Schole LLP, Albeck Financial Services, Inc., ATSP’s accountants, SoundHound’s accountants, UHY LLP, ATSP’s auditors, and Armanino LLP, SoundHound’s auditors, held a meeting to outline tasks and responsibilities of the respective parties related to the preparation of this proxy statement/prospectus/consent solicitation, assuming the parties were to enter into definitive transaction agreements.

On October 20, 2021, SoundHound held a special meeting of its board of directors to discuss and approve the proposed transaction with ATSP and related PIPE Investment. At the meeting, the board of directors of SoundHound unanimously approved the transaction and authorized SoundHound to execute the definitive agreement and relevant ancillary agreements with ATSP and other applicable parties to effect the Business Combination and the Subscription Agreements with PIPE Investors.

During the weeks preceding November 16, 2021, ATSP, SoundHound and their respective legal counsel continued to hold telephonic and video conference meetings to discuss the terms of the Business Combination. Among the topics negotiated and discussed were the process regarding whether and how to implement supervoting stock for the SoundHound founders, requirements regarding the delivery of SoundHound financial statements and post-closing board size and structure. During this period, ATSP continued to engage in due diligence efforts supported by its advisors and SoundHound continued to provide ATSP with information responsive to ATSP’s due diligence requests. From October 2021 until the date of this proxy statement/prospectus/consent solicitation members of ATSP, SoundHound, Guggenheim Securities, Loeb & Loeb LLP, Ellenoff Grossman & Schole LLP, Albeck Financial Services, Inc., ATSP’s accountants, SoundHound’s accountants, UHY LLP, ATSP’s auditors, and Armanino LLP have held numerous status meetings via video conference to discuss the progress of the ATSP and SoundHound’s S-4 filing.

On November 14, 2021, ATSP held a special meeting of the ATSP Board of Directors to review the transaction with SoundHound and related PIPE Investment. At the meeting, the Board approved the transaction and authorized ATSP to execute the definitive agreement and relevant ancillary agreements with SoundHound and other applicable parties to effect the Business Combination and the Subscription Agreements with PIPE Investors.

On November 15, 2021, ATSP and SoundHound concurrently signed the Merger Agreement and ATSP entered into Subscription Agreements with investors in the PIPE Investors, which were simultaneously acknowledged and agreed by SoundHound.

On November 16, 2021, ATSP and SoundHound issued a joint press release (the “Press Release”) announcing that the parties had entered into the Merger Agreement. On the same day, ATSP filed a Current Report on Form 8-K with the SEC and furnished, as exhibits thereto, copies of the Press Release, a copy of the Merger Agreement and a copy of the presentation prepared by SoundHound and ATSP shared with investors in the PIPE Investment that had entered into agreements to keep such information confidential.

The parties have continued and expect to continue regular discussions regarding the execution and timing of the Business Combination.

Archimedes Tech SPAC Partners Co.’s Board of Directors’ Discussion of Valuation and Reasons for the Approval of the Business Combination

In reaching its decision with respect to the Business Combination, the Board considered the views of ATSP management regarding the opportunity represented by the proposed transaction and evaluated the investor presentation provided by SoundHound. ATSP management discussed its diligence to the Board, which included:

•        Review of SoundHound’s financial projections model;

•        Review of SoundHound’s customer contracts and pipeline;

•        Review of product demonstrations by SoundHound and SoundHound’s clients and partners;

•        Review of financial data of public companies that are comparable to SoundHound;

•        Review of SoundHound’s capitalization table and prior funding rounds;

•        Review of SoundHound’s corporate records, material agreements, intellectual property, employee agreements and benefits, tax, litigations, and other business-relevant materials;

•        Discussions with SoundHound management, investors and clients; and

•        Discussions with experienced professionals in the voice-AI industry.

The Board supported the decision to enter into the Merger Agreement based on the Board’s evaluation of the above diligence by ATSP management and the investor presentation, and on the following qualitative and quantitative evaluations regarding SoundHound:

Certain SoundHound Projected Financial Information

The following is a summary of the financial information and projections provided by SoundHound to ATSP as well as a summary of ATSP management’s analysis and evaluation of the information and projections. The summary set forth below does not purport to be a complete description of the financial analysis performed or factors considered by us.

None of SoundHound or ATSP’s management, board of directors, affiliates, advisors or other representatives assumes responsibility to update the below information and future results may be materially different from those discussed. Any projections set forth below are not necessarily indicative or predictive of future results or values, which may be significantly more or less favorable. Accordingly, the assumptions and estimates used in, and the results derived from, the financial analyses are inherently subject to substantial uncertainty. Except as otherwise noted, market data used in our analysis is based on market data as of November 12, 2021 and is not necessarily indicative of current market conditions.

Certain of the measures included in the projections are non-GAAP financial measures, including Adjusted EBITDA. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP, and non-GAAP financial measures as used by SoundHound are not reported by all of their competitors and may not be comparable to similarly titled amounts used by other companies.

____________

Note 1:    Based on a pro forma total enterprise value of $2,067,000,000 for ATSP and SoundHound upon Closing of the Business Combination, which assumes no redemption of the $133.0 million of cash in Trust, plus $111.0 million of PIPE proceeds, and minus $25.0 million of estimated fees and expenses related to the Business Combination.

In preparing the projected Bookings figures above, SoundHound made the following assumptions:

•        Contracts with less reliable volume projections will only generate the minimum guaranteed revenue or more conservative volume than the customer forecast over the life of the contract, even though the upside may be larger.

•        Contracts with reliable volume projections, such as automotive clients, will produce their forecasted number each year that utilizes SoundHound’s technology.

•        Does not assume any monetization revenue.

•        SoundHound will continue to win additional contracts from its current 2021 and 2022 deal pipeline as well as identify new opportunities.

In preparing the projected Revenue, Gross Profit and EBITDA figures above, SoundHound made the following assumptions:

•        SoundHound’s actual and projected Gross Revenue, Net Revenue and Gross Profit are based on GAAP.

•        SoundHound’s existing clients will produce their forecasted number of automobiles or devices each year that utilizes SoundHound’s technology.

•        Expansion plans that are under discussion with certain existing clients will be realized.

•        Existing renewable contracts will be renewed.

•        Starting in 2022, SoundHound will begin generating subscription revenue from several new restaurant chains and service providers per year.

•        Starting in 2023, SoundHound will begin generating subscription revenue from several large new Interactive Voice Response clients per year.

•        Starting in 2023, SoundHound will begin generating license revenue from several new automotive clients and device makers per year.

•        For 2022, 2023, 2024, 2025 and 2026, SoundHound will generate an average of approximately $0.3, $1, $2, $3, and over $3 in monetization revenue per monetizable device per year, respectively.

•        SoundHound will generate gross profit margins in excess of 70% starting in 2021.

•        SoundHound will significantly expand its sales and marketing team as well as continue to build out its research & development team.

ATSP reviewed and evaluated the underlying assumptions of SoundHound’s financial projections and believe they are achievable for the following reasons:

•        The significant year-to-year increase in SoundHound’s Bookings from 2019 to 2021 serves as an indicator of SoundHound’s accelerating revenue growth potential in the future.

•        The financial projections only assumes that SoundHound will win a small number of significant new clients each year whereas SoundHound has already demonstrated its ability to acquire an increasing number of new industry-leading clients in the past. SoundHound’s superior technology, its market position as the only remaining comprehensive independent voice AI provider, and the high barrier to entry for the voice AI industry suggests that it’s likely for SoundHound to achieve and surpass its projected number of significant client wins in the future.

•        The size and growth of the monetization revenue per device assumption is conservative when compared to the size and historical growth rates of other well-known companies that focuses on generating monetization revenue from user interactions.

•        The financial projections provide for reasonable ramp-up time assumptions for new clients to integrate SoundHound’s technology into their products prior to revenue generation.

•        It takes time and effort for an automaker and device-maker to integrate voice AI into its products which, combined with the positive reception of SoundHound’s voice AI technology by its clients, suggests SoundHound’s customer base will be very sticky.

Valuation

Each of the following select comparable companies were deemed by ATSP to be sufficiently comparable to SoundHound to warrant inclusion in ATSP’s analysis. These companies were presented to and considered by the Board:

ATSP believes that SoundHound is at the early stage of its growth trajectory and therefore it is reasonable to perform the comparison of SoundHound versus its peers using SoundHound’s 2024 projected revenue and 2025 project EBITDA, when SoundHound’s business is expected to achieve a reasonable scale.

Additionally, SoundHound’s monetization business model is more akin to disruptive and monetization companies than to the incumbent voice AI providers that focuses heavily on traditional licensing and subscription fees. As a result, ATSP chose to focus on comparing SoundHound versus its disruptive and monetization peers in its evaluation of SoundHound.

Based on the foregoing, SoundHound’s 2024 TEV/Gross Revenue multiple of 7.0x represents a significant discount versus that of its disruptive AI and monetization peers, which ranges from 5.7x to 34.1x and averages 15.6x. Additionally, SoundHound’s 2025 TEV/EBITDA multiple of 10.8x compares favorably versus its disruptive AI and monetization peers’ 2024 TEV/EBITDA multiples, the furthest year out for which public projections are available for these peers, which ranges from 23.6x to 87.5x and averages 47.3x.

Therefore, the Board determined that the pre-money valuation of SoundHound was fair.

Satisfaction of 80% Test

It is a requirement under the Nasdaq Rules that the business or assets acquired in ATSP’s initial business combination have a fair market value equal to at least 80% of ATSP’s assets held in the Trust Account (excluding taxes payable on the income earned on the Trust Account) at the time of the execution of a definitive agreement for such initial business combination. As of November 15, 2021, the date of the execution of the Merger Agreement, the fair value of marketable securities held in the Trust Account was approximately $133.0 million and 80% thereof represents approximately $106.4 million. In reaching its conclusion that the Business Combination meets the 80% asset test, the Board reviewed the pre-money valuation of approximately $2,000,000,000. In determining whether the pro forma total enterprise value described above represents the fair market value of SoundHound, the Board considered all of the factors described in this section and the section of this proxy statement/prospectus/consent solicitation entitled “Proposal 1 — The Business Combination Proposal — The Business Combination Agreement” and that the pre-money valuation of approximately $2,000,000,000 was determined as a result of arm’s length negotiations. As a result, the Board concluded that the fair market value of the equity acquired was significantly in excess of 80% of the assets held in the Trust Account (excluding taxes payable on the income earned on the Trust Account).

Interests of Certain Persons in the Business Combination

When you consider the recommendation of the Board in favor of adoption of the Business Combination Proposal and other Proposals, you should keep in mind that ATSP’s directors and officers have interests in the Business Combination that are different from, or in addition to, your interests as a shareholder, including:

•        If an initial business combination, such as the Business Combination, is not completed by September 15, 2022, ATSP will be required to dissolve and liquidate. In such event, the 3,325,000 founder shares currently held by the Initial Stockholders, which were acquired prior to the IPO will be worthless because such holders have agreed to waive their rights to any liquidation distributions. The founder shares were purchased for an aggregate purchase price of $25,000.

•        If an initial business combination, such as the Business Combination, is not completed by September 15, 2022, the 349,500 Private Units purchased by the Sponsor for a total purchase price of $3,495,000, will be worthless. The Units had an aggregate market value of approximately $[•] based on the closing price of Units on the Nasdaq Stock Market as of [•], 2022.

•        The exercise of ATSP’s directors’ and officers’ discretion in agreeing to changes or waivers in the terms of the transaction may result in a conflict of interest when determining whether such changes or waivers are appropriate and in our stockholders’ best interest.

•        Upon the Closing, Dr. Julia, a member of the Board, will be entitled to receive a fee of $2.66 million from the proceeds of the Business Combination as a finder’s fee pursuant to a Consulting Agreement with ATSP dated March 16, 2021.

•        If the Business Combination is completed, SoundHound will designate all members of the Combined Company’s Board of Directors, except for Dr. Eric Ball).

See “Proposal 1 — The Business Combination Proposal — Interests of Certain Persons in the Business Combination” for additional information.

Appraisal Rights

There are no appraisal rights available to ATSP stockholders in connection with the Business Combination.

Total Shares of Common Stock Outstanding Upon Consummation of the Business Combination

It is anticipated that, upon the Closing of the Business Combination, ATSP’s public stockholders (other than the PIPE Investment investors) will retain an ownership interest of approximately 6.5% in the Combined Company, the PIPE Investment investors will own approximately 5.4% of the Combined Company, the Sponsor and directors of ATSP will retain an ownership interest of approximately 1.8% in the Combined Company, the Representative will retain an ownership interest of approximately 0.2% in the Combined Company, and the SoundHound stockholders will own approximately 86.1% of the outstanding common stock of the Combined Company. The ownership percentages with respect to the Combined Company does not take into account (i) the redemption of any shares by the ATSP’s public stockholders, (ii) the issuance of any additional shares upon the Closing of the Business Combination under the Incentive Award Plan or the ESPP or (iii) the issuance of any additional shares underlying the Converted RSUs, Converted Stock Options, Converted Warrants and Company Warrants.

The following summarizes the pro forma ownership of common stock, including common stock underlying Units and Subunits, of ATSP following the Business Combination and the PIPE Investment under both the no redemption and maximum redemption scenarios:

All of the relative percentages above are for illustrative purposes only and are based upon certain assumptions as described in the section entitled “Frequently Used Terms — Share Calculations and Ownership Percentages” and, with respect to the determination of the “maximum redemptions,” the section entitled “Unaudited Pro Forma Condensed Combined Financial Statements.” Should one or more of the assumptions prove incorrect, actual ownership percentages may vary materially from those described in this proxy statement/prospectus/consent solicitation as anticipated, believed, estimated, expected or intended. See “Unaudited Pro Forma Condensed Combined Financial Information.”

Assuming that the SoundHound Class B Common Stock is approved by the SoundHound stockholders and the special committee of the SoundHound board of directors, such that SoundHound Class B Common Stock will be exchanged for Class B Common Stock entitling the holders to a number of votes per share equal to [•], it is anticipated that, upon the Closing of the Business Combination, ATSP’s public stockholders (other than the PIPE Investment investors) will retain a voting power of approximately [•]% in the Combined Company, the PIPE Investment investors will have voting power of approximately [•]% in the Combined Company, the Sponsor and directors of ATSP will retain voting power of approximately [•]% in the Combined Company, the Representative will retain voting power of approximately [•]% in the Combined Company, and the SoundHound stockholders will have voting power of approximately [•]% in the Combined Company. The voting percentages with respect to the Combined Company does not take into account (i) the redemption of any shares by the ATSP’s public stockholders, (ii) the issuance of any additional shares upon the Closing of the Business Combination under the Incentive Award Plan or the ESPP or (iii) the issuance of any additional shares underlying the Converted RSUs, Converted Stock Options, Converted Warrants and Company Warrants.

The following summarizes the pro forma ownership of common stock, including common stock underlying Units and Subunits, of ATSP following the Business Combination and the PIPE Investment under both the no redemption and maximum redemption scenarios:

All of the relative percentages above are for illustrative purposes only and are based upon certain assumptions as described in the section entitled “Frequently Used Terms — Share Calculations and Ownership Percentages” and, with respect to the determination of the “maximum redemptions,” the section entitled “Unaudited Pro Forma Condensed Combined Financial Statements.” Should one or more of the assumptions prove incorrect, actual ownership percentages may vary materially from those described in this proxy statement/prospectus/consent solicitation as anticipated, believed, estimated, expected or intended. See “Unaudited Pro Forma Condensed Combined Financial Information.”

Anticipated Accounting Treatment

The Business Combination will be accounted for as a “reverse recapitalization,” with no goodwill or other intangible assets recorded, in accordance with GAAP. A reverse recapitalization does not result in a new basis of accounting, and the financial statements of the combined entity represent the continuation of the financial statements of SoundHound in many respects.

Under this method of accounting, Archimedes will be treated as the “acquired” company for financial reporting purposes. For accounting purposes, SoundHound will be deemed to be the accounting acquirer in the transaction and, consequently, the transaction will be treated as a recapitalization of SoundHound (i.e. a capital transaction involving the issuance of stock by ATSP for the stock of SoundHound). Accordingly, the consolidated assets, liabilities and results of operations of SoundHound will become the historical financial statements of the Combined Company, and ATSP’s assets, liabilities and results of operations will be consolidated with SoundHound’s beginning on the acquisition date. Operations prior to the Business Combination will be presented as those of SoundHound in future reports. The net assets of SoundHound will be recognized at carrying value, with no goodwill or other intangible assets recorded.

Redemption Rights

Pursuant to our Certificate of Incorporation, holders of Public Subunits may elect to have their Subunits redeemed for cash at the applicable redemption price per share equal to the quotient obtained by dividing (i) the aggregate amount on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination, including interest (net of taxes payable), by (ii) the total number of then-outstanding Public Subunits. As of [•], 2022, this would have amounted to approximately $[•] per share.

You will be entitled to receive cash for any Public Subunits to be redeemed only if you:

(i)     (a)     hold Public Subunits, or

(b)     hold Public Subunits through public Units and you elect to separate your public Units into the underlying Public Subunits prior to exercising your redemption rights with respect to the Public Subunits; and

(ii)    prior to [•] p.m., Eastern Time, on [•], 2022, (a) submit a written request to Continental that ATSP redeem your Public Subunits for cash and (b) deliver your Public Subunits to Continental, physically or electronically through DTC.

Holders of outstanding Units must separate the underlying Subunits prior to exercising redemption rights with respect to the Public Subunits. If the Units are registered in a holder’s own name, the holder must deliver the certificate for its Units to Continental, with written instructions to separate the Units into their individual component parts. This must be completed far enough in advance to permit the mailing of the certificates back to the holder so that the holder may then exercise his, her or its redemption rights upon the separation of the Public Subunits from the Units.

If a holder exercises its redemption rights, then such holder will be exchanging its Public Subunits for cash and will no longer own securities of the Combined Company. Such a holder will be entitled to receive cash for its Public Subunits only if it properly demands redemption and delivers its Subunits (either physically or electronically) to Continental in accordance with the procedures described herein. Please see the section titled “The ATSP Special Meeting — Redemption Rights” for the procedures to be followed if you wish to redeem your Public Subunits for cash.

Vote Required for Approval

Along with the approval of the Charter Amendment Proposal, the Incentive Plan Proposal, the ESPP Proposal, and the Nasdaq Proposal, approval of this Business Combination Proposal is a condition to the consummation of the Business Combination. If this Business Combination Proposal is not approved, the Business Combination will not take place. Approval of this Business Combination Proposal is also a condition to Proposal 2, Proposals 3A – 3F, Proposal 4, Proposal 5, and Proposal 6. If the Charter Amendment Proposal, the Incentive Plan Proposal, the ESPP Proposal, and the Nasdaq Proposal are not approved, unless the condition is waived, this Business Combination Proposal will have no effect (even if approved by the requisite vote of our stockholders at the ATSP Special Meeting of any adjournment or postponement thereof) and the Business Combination will not occur.

This Business Combination Proposal (and consequently, the Merger Agreement and the transactions contemplated thereby, including the Business Combination) will be approved and adopted only if holders of at least a majority of the issued and outstanding shares of common stock present in person by virtual attendance or represented by proxy and entitled to vote at the ATSP Special Meeting vote “FOR” the Business Combination Proposal.

Pursuant to the Letter Agreement and the Parent Support Agreement, the Initial Stockholders holding an aggregate of 3,674,500 shares (or 21.0% of the outstanding shares) of common stock have agreed to vote their respective shares of common stock (including shares of common stock included in the Private Units) in favor of each of the Proposals. As a result, only 5,056,001 shares of common stock held by the public stockholders will need to be present in person by virtual attendance or by proxy to satisfy the quorum requirement for the ATSP Special Meeting. In addition, as the vote to approve the Business Combination Proposal is a majority of the votes cast at a meeting at which a quorum is present, assuming only the minimum number of shares of common stock to constitute a quorum is present, only 690,751 shares of common stock, or approximately 4.0% of the outstanding shares of the common stock held by the public stockholders must vote in favor of the Business Combination Proposal for it to be approved Board Recommendation.

OUR BOARD RECOMMENDS THAT OUR STOCKHOLDERS VOTE “FOR” THE BUSINESS COMBINATION PROPOSAL 1.

PROPOSAL 2 — THE CHARTER AMENDMENT PROPOSAL

Overview

Our stockholders are being asked to adopt the Amended Charter in the form attached to this proxy statement/prospectus/consent solicitation as Annex B, to be effective upon the consummation of the Business Combination. The Charter Amendment Proposal is conditioned on the approval of the Business Combination Proposal. Therefore, if the Business Combination Proposal is not approved, then the Charter Amendment Proposal will have no effect, even if approved by ATSP’s stockholders. The Charter Amendment Proposal is not conditioned on the separate approval of the Advisory Proposals.

The following is a summary of the key amendments effected by the Amended Charter, which summary is qualified in its entirety by reference to the full text of the Amended Charter, a copy of which is attached to this proxy statement/prospectus/consent solicitation as Annex B. As further described below, certain of the proposed amendments to the Current Charter that are reflected in the copy of the Amended Charter attached hereto as Annex B shall only be incorporated in the Amended Charter if, prior to the Effective Time, SoundHound has adopted the SoundHound Class B Charter Amendment and has issued shares of SoundHound Class B Common Stock to the SoundHound Founders pursuant to the SoundHound Class B Charter Amendment. The provisions included in Amended Charter related to these proposed amendments are collectively referred to as the “Class B Provisions.” All ATSP stockholders and other interested parties are encouraged to read the proposed Amended Charter in its entirety for a more complete description of its terms.

•        Changes to Authorized Capital Stock — The Amended Charter would increase the total number of shares of all classes that the Company is authorized to issue to provide that the total number of shares of all classes of capital stock which the Company will have authority to issue to [_____] million shares, consisting of (i) [____] million shares of common stock, par value $[____] per share, which, if the Class B Provisions are incorporated in the Amended Charter, shall be designated [___] million shares of Class A common stock, par value $[___] per share (“Class A Common Stock”), (ii) if the Class B Provisions are included in the Amended Charter, [____] million shares of Class B common stock, par value $[___] per share (“Class B Common Stock”), and (iii) [____] million shares of preferred stock, par value $[___] per share.

•        Dual Class Voting Structure — The Amended Charter authorizes, if the Class B Provisions are incorporated in the Amended Charter, a dual class common stock structure in which holders of Class A Common Stock will be entitled to one vote per share and holders of Class B Common Stock will be entitled to [___] votes per share on all matters properly submitted to the Combined Company’s stockholders entitled to vote thereon, which amendment shall only take effect if, prior to the Effective Time, SoundHound has adopted the SoundHound Class B Charter Amendment and issued shares of SoundHound Class B Common Stock pursuant thereto.

•        Required Vote to Amend Certain Provisions of the Charter — The Amended Charter requires an affirmative vote of holders of at least a majority of the voting power of all the then outstanding shares of voting stock of the Combined Company, voting together as a single class, to amend, alter, repeal or rescind, in whole or in part, certain provisions of the Amended Charter.

•        Right of Stockholders to Act by Written Consent — The Amended Charter would provide the right of the stockholders of the Combined Company to act by written consent except to the extent otherwise provided in our bylaws.

•        Right of Stockholders to Call Meetings — The Amended Charter would provide the right of the stockholders of the Combined Company to call a special stockholder meeting to the extent otherwise provided in our bylaws.

Assuming that a quorum is present at the ATSP Special Meeting, the affirmative vote of holders of a majority of the issued and outstanding shares of common stock on this Proposal 2 is required to approve the Charter Amendment Proposal. Accordingly, a stockholder’s failure to vote online during the ATSP Special Meeting or by proxy, a broker non-vote or an abstention will be considered a vote “AGAINST” Proposal 2.

This Proposal is conditioned on the approval of the Business Combination Proposal, the Stock Plan Proposal, the ESPP Proposal, and the Nasdaq Proposal. If either of the Business Combination Proposal, the Stock Plan Proposal, the ESPP Proposal, or the Nasdaq Proposal is not approved, Proposal 2 will have no effect even if approved by our stockholders. Because stockholder approval of this Proposal 2 is a condition to completion of the Business Combination under the Merger Agreement, if this Proposal 2 is not approved by our stockholders, the Business Combination will not occur unless we and SoundHound waive the applicable closing conditions.

Board Recommendation

THE BOARD RECOMMENDS A VOTE “FOR” ADOPTION OF THE CHARTER AMENDMENT PROPOSAL UNDER PROPOSAL 2.

PROPOSALS 3A – 3F — THE ADVISORY PROPOSALS

Overview

Our stockholders are also being asked to vote on six separate Proposals with respect to certain governance provisions in the Amended Charter, which are separately being presented in order to give ATSP stockholders the opportunity to present their separate views on important corporate governance provisions. These separate votes are not otherwise required by Delaware law separate and apart from the Charter Amendment Proposal and which will be voted upon on a non-binding advisory basis. Accordingly, the stockholder votes regarding the Advisory Proposals are advisory votes, and are not binding on ATSP or ATSP’s Board (separate and apart from the approval of the Charter Amendment Proposal). Furthermore, the Business Combination is not conditioned on the separate approval of the Advisory Proposals (separate and apart from approval of the Charter Amendment Proposal). Accordingly, regardless of the outcome of the non-binding advisory vote on the Advisory Proposals, ATSP intends that the Amended Charter will take effect upon Closing of the Business Combination (assuming approval of the Charter Amendment Proposal). Certain of the Advisory Proposals pertain to governance provisions in the Amended Charter which shall only be included in the Amended Charter if, prior to the Effective Time, SoundHound has adopted the SoundHound Class B Charter Amendment and issued shares of SoundHound Class B Common Stock to the SoundHound Founders pursuant thereto (these provisions, collectively, the “Class B Provisions”),

Advisory Proposal 3A

ATSP’s stockholders are being asked to consider and vote on an amendment to the Current Charter to increase the total number of authorized shares of capital stock to (i) [____] million shares of common stock, par value $[____] per share, which, if the Class B Provisions are incorporated in the Amended Charter, shall be designated as [___] million shares of Class A Common Stock, (ii) if the Class B Provisions are incorporated in the Amended Charter, [____] million shares of Class B Common Stock, and (iii) [____] million shares of preferred stock, par value $[___] per share. This Proposal is referred to as “Advisory Proposal 3A.”

Advisory Proposal 3B

ATSP’s stockholders are being asked to consider and vote on an amendment to the Current Charter, applicable only if the Class B Provisions are included in the Amended Charter, to authorize a dual class common stock structure in which holders of Class A Common Stock will be entitled to one vote per share and holders of Class B Common Stock will be entitled to [___] votes per share on all matters properly submitted to the Combined Company’s stockholders entitled to vote thereon, which amendment shall only take effect if, prior to the Effective Time, SoundHound has adopted the Class B Charter Amendment and issued shares of SoundHound Class B Common Stock to the SoundHound Founders pursuant thereto. This Proposal is referred to as “Advisory Proposal 3B.”

Advisory Proposal 3C

ATSP’s stockholders are being asked to consider and vote on an amendment to the Current Charter to remove of the right of stockholders to call a special stockholder meeting. This Proposal is referred to as “Advisory Proposal 3C.”

Advisory Proposal 3D

ATSP’s stockholders are being asked to consider and vote on an amendment to the Current Charter to remove the right of stockholders to act by written consent, except to the extent otherwise set forth in the Bylaws. This Proposal is referred to as “Advisory Proposal 3D.”

Advisory Proposal 3E

ATSP’s stockholders are being asked to consider and vote on an amendment to the Current Charter to require the approval of holders of at least a majority of the voting power of the outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class to amend certain provisions of the Amended Charter. This Proposal is referred to as “Advisory Proposal 3E.”

Advisory Proposal 3F

ATSP’s stockholders are being asked to consider and vote on an amendment to the Current Charter to provide for the removal of the waiver of the corporate opportunity doctrine with respect to the Corporation. This Proposal is referred to as “Advisory Proposal 3F.”

Vote Required for Approval

The Advisory Proposals will be approved and adopted only if holders of at least a majority of the issued and outstanding shares of common stock present in person by teleconference or represented by proxy and entitled to vote at the ATSP Special Meeting vote “FOR” the Advisory Proposals.

The Business Combination is not conditioned upon the approval of the Advisory Proposals.

As discussed above, a vote to approve each of the Advisory Proposals is an advisory vote, and therefore, is not binding on ATSP, SoundHound or their respective boards of directors. Accordingly, regardless of the outcome of the non-binding advisory vote, ATSP and SoundHound intend that the Amended Charter, in the form attached to this proxy statement/prospectus/consent solicitation as Annex B and containing the provisions noted above, will take effect at the Closing of the Business Combination, assuming approval of the Charter Amendment Proposal (Proposal 2).

Board Recommendation

THE BOARD RECOMMENDS A VOTE “FOR” ADOPTION OF EACH OF THE ADVISORY PROPOSALS.

PROPOSAL 4 — THE INCENTIVE PLAN PROPOSAL

We are asking our stockholders to approve and adopt the SoundHound AI, Inc. 2022 Incentive Award Plan (the “Incentive Award Plan”) and the material terms thereunder.

The Incentive Award Plan is described in more detail below. A copy of the Incentive Award Plan is included in this proxy statement/prospectus/consent solicitation as Annex D.

The Incentive Award Plan

The purpose of the Incentive Award Plan is to enhance our ability to attract, retain and motivate persons who make (or are expected to make) important contributions by providing these individuals with equity ownership opportunities and/or equity-linked compensatory opportunities.

Summary of the Incentive Award Plan

This section summarizes certain principal features of the Incentive Award Plan. The summary is qualified in its entirety by reference to the complete text of the Incentive Award Plan to be included as Annex D to this Proxy Statement/prospectus/consent solicitation.

General

The ATSP Board has approved and adopted, subject to ATSP shareholder approval, the Incentive Award Plan. If the Incentive Award Plan is approved by the shareholders, the Combined Company will be authorized to grant equity awards to eligible service providers following consummation of the Business Combination (the “Business Combination Date”). The form of the Incentive Award Plan is attached to this proxy statement/prospectus/consent solicitation as Annex D.

a)      Purpose of the Incentive Award Plan Proposal

The purpose of the Incentive Award Plan is to promote the long-term success of the Combined Company and the creation of shareholder value by encouraging service providers to focus on critical long-range corporate objectives and linking service providers directly to shareholder interests through increased stock ownership. ATSP believes that the Incentive Award Plan will be important in helping to attract and retain service providers of the Combined Company with exceptional qualifications.

b)      Reasons for the Approval of the Incentive Award Plan Proposal

Shareholder approval of the Incentive Award Plan is necessary in order for the Combined Company to (a) meet the shareholder approval requirements of the Nasdaq and (b) grant incentive stock options (“ISOs”). Shareholders are also being asked to approve an annual limitation on Incentive Award Plan awards granted to non-employee directors as part of their compensation for their services as directors.

c)      Consequences if the Incentive Award Plan Proposal is Not Approved

If the Incentive Award Plan is not approved by ATSP’s shareholders, the Incentive Award Plan will not become effective and the Combined Company will not be able to grant equity awards under the Incentive Award Plan. ATSP believes that the Combined Company’s ability to recruit, retain and incentivize top talent will be adversely affected if the Incentive Award Plan is not approved.

d)      Material Terms of the Incentive Award Plan

The material terms of the Incentive Award Plan, as currently contemplated by ATSP’s Board, are summarized below. This summary, however, is not intended to be a complete description of the Incentive Award Plan and is qualified in its entirety by reference to the complete text of the Incentive Award Plan, the form of which is attached to this proxy statement/prospectus/consent solicitation as Annex D. To the extent there is a conflict between the terms of this summary and the Incentive Award Plan, the terms of the Incentive Award Plan will control.

Administration.    The Incentive Award Plan will be administered by the Combined Company’s Board or by one or more committees to which the board of directors delegates such administration (as applicable, the “Incentive Award Plan Administrator”). Subject to the terms of the Incentive Award Plan, the Incentive Award Plan Administrator will have the authority to (a) determine the eligible individuals who are to receive awards under the Incentive Award Plan, (b) determine the terms and conditions of awards granted under the Incentive Award Plan, (c) determine performance criteria and the achievement of such criteria, (d) accelerate the vesting or exercisability of, payment for or lapse of restrictions on, awards and (e) make all other decisions related to the Incentive Award Plan and awards granted thereunder. The Incentive Award Plan Administrator may also delegate to one or more senior officers of the Combined Company the authority to grant awards, subject to terms and conditions determined by the Incentive Award Plan Administrator and within the limitations of Section 16 of the Exchange Act.

Types of Awards.    The Incentive Award Plan provides for the grant of stock options, which may be ISOs or nonstatutory stock options (“NSOs”), stock appreciation rights (“SARs”), restricted shares, restricted stock units (“RSUs”) and other stock or cash-based awards that the Incentive Award Plan Administrator determines are consistent with the purpose of the Incentive Award Plan and the interests of the Combined Company, or collectively, awards.

Share Reserve.    The number of shares of the Combined Company’s Common Stock that may be issued under the Incentive Award Plan is equal to the sum of (x) ten percent (10%) of the aggregate number of shares of the Combined Company’s Common Stock issued and outstanding immediately after the Closing (as calculated after giving effect to the Redemption) plus (y) the annual increase in shares described below. All of the shares available under the Incentive Award Plan (before giving effect to the annual increases) may be issued upon the exercise of ISOs. On the first day of each calendar year during the term of the Incentive Award Plan, beginning on January 1, 2023 and continuing until (and including) January 1, 2032, the number of shares available under the Incentive Award Plan will automatically increase by a number equal to the lesser of (a) five percent (5%) of the total number of shares of the Combined Company’s Common Stock issued and outstanding shares on December 31 of the calendar year immediately preceding the date of such increase and (b) a number of shares of the Combined Company’s Common Stock determined by the Combined Company’s Board.

If options, stock appreciation rights, restricted stock units or any other awards are forfeited, cancelled or expire before being exercised or settled in full, the shares subject to such awards will again be available for issuance under the Incentive Award Plan. If stock appreciation rights are exercised or restricted stock units are settled, only the number of shares actually issued upon exercise or settlement of such awards will reduce the number of shares available under the Incentive Award Plan. If restricted shares or shares issued upon exercise of an option are reacquired by the Combined Company pursuant to a forfeiture provision, repurchase right or for any other reason, then such shares will again be available for issuance under the Incentive Award Plan. Shares applied to pay the exercise price of an option or satisfy withholding taxes related to any award will again become available for issuance under the Incentive Award Plan. To the extent an award is settled in cash, the cash settlement will not reduce the number of shares available for issuance under the Incentive Award Plan.

Shares issued under the Incentive Award Plan may be authorized but unissued shares or treasury shares. As of the date hereof, no awards have been granted under the Incentive Award Plan.

Annual Limitation on Compensation of Non-Employee Directors.    The grant date fair value of awards granted to each non-employee director during any fiscal year of the Combined Company may not exceed $[_____] (on a per-director basis). This limit is increased to $750,000 in the fiscal year a non-employee director is initially appointed or elected to the Combined Company’s Board. The Combined Company’s Board may make exceptions to such limit for a non-employee chairperson or, in extraordinary circumstances, for other non-employee directors, provided the non-employee director receiving such additional compensation does not participate in the decision to award such compensation. Compensation paid to an individual for services as an employee or consultant and awards granted in lieu of cash retainers or other fees will not count towards these limitations.

Eligibility.    Employees (including officers), non-employee directors and consultants who render services to the Combined Company or a parent thereof (whether now existing or subsequently established) are eligible to receive awards under the Incentive Award Plan. ISOs may only be granted to employees of the Combined Company or a parent or subsidiary thereof (whether now existing or subsequently established). As of and assuming Closing of the Business Combination, approximately 165 employees, including 3 executive officers (one of which is an employee director), 5 non-employee directors, and no consultants would be eligible to participate in the Incentive Award Plan.

International Participation.    The Incentive Award Plan Administrator has the authority to implement sub-plans (or otherwise modify applicable grant terms) for purposes of satisfying applicable foreign laws, conforming to applicable market practices or for qualifying for favorable tax treatment under applicable foreign laws, and the terms and conditions applicable to awards granted under any such sub-plan or modified award may differ from the terms of the Incentive Award Plan. Any shares issued in satisfaction of awards granted under a sub-plan will come from the Incentive Award Plan share reserve.

Repricing.    The Incentive Award Plan Administrator has full authority to reprice (reduce the exercise price of) options and stock appreciation rights or to approve programs in which options and stock appreciation rights are exchanged for cash or other equity awards on terms the Incentive Award Plan Administrator determines.

Stock Options.    A stock option is the right to purchase a certain number of shares of stock at a fixed exercise price which, pursuant to the Incentive Award Plan, may not be less than 100% of the fair market value of the Combined Company’s Common Stock on the date of grant. Subject to limited exceptions, an option may have a term of up to 10 years and will generally expire sooner if the optionee’s service terminates. Options will vest at the rate determined by the Incentive Award Plan Administrator. An optionee may pay the exercise price of an option in cash, or, with the administrator’s consent, with shares of stock the optionee already owns, with proceeds from an immediate sale of the option shares through a broker approved by us, through a net exercise procedure or by any other method permitted by applicable law.

Tax Limitations on Incentive Stock Options.    The aggregate fair market value, determined at the time of grant, of the Combined Company’s Common Stock with respect to ISOs that are exercisable for the first time by an option holder during any calendar year under all of the Combined Company’s stock plans may not exceed $100,000. Options or portions thereof that exceed such limit will generally be treated as NSOs. No ISO may be granted to any person who, at the time of the grant, owns or is deemed to own stock possessing more than 10% of the Combined Company’s total combined voting power or that of any of the Combined Company’s affiliates unless (a) the option exercise price is at least 110% of the fair market value of the stock subject to the option on the date of grant and (b) the term of the ISO does not exceed five years from the date of grant.

Stock Appreciation Rights.    An SAR provides the recipient with the right to the appreciation in a specified number of shares of stock. The Incentive Award Plan Administrator determines the exercise price of SARs granted under the Incentive Award Plan, which may not be less than 100% of the fair market value of the Combined Company’s Common Stock on the date of grant. Subject to limited exceptions, an SAR may have a term of up to 10 years and will generally expire sooner if the recipient’s service terminates. SARs will vest at the rate determined by the Incentive Award Plan Administrator. Upon exercise of a SAR, the recipient will receive an amount in cash, stock, or a combination of stock and cash determined by the Incentive Award Plan Administrator, equal to the excess of the fair market value of the shares being exercised over their exercise price.

Restricted Stock Awards.    Shares of restricted stock may be issued under the Incentive Award Plan for such consideration as the Incentive Award Plan Administrator may determine, including cash, services rendered or to be rendered to the Combined Company or such other forms of consideration permitted under applicable law. Restricted shares may be subject to vesting, as determined by the Incentive Award Plan Administrator. Recipients of restricted shares generally have all of the rights of a shareholder with respect to those shares, including voting rights, however any dividends and other distributions on restricted shares will generally be subject to the same restrictions on transferability and forfeitability as the underlying shares.

Restricted Stock Units.    An RSU is a right to receive a share, at no cost to the recipient, upon satisfaction of certain conditions, including vesting conditions, established by the Incentive Award Plan Administrator. RSUs vest at the rate determined by the Incentive Award Plan Administrator and any unvested RSUs will generally be forfeited upon termination of the recipient’s service. Settlement of RSUs may be made in the form of cash, stock or a combination of cash and stock, as determined by the Incentive Award Plan Administrator. Recipients of RSUs generally will have no voting or dividend rights prior to the time the vesting conditions are satisfied and the award is settled. At the Incentive Award Plan Administrator’s discretion and as set forth in the applicable RSU agreement, RSUs may provide for the right to dividend equivalents which will generally be subject to the same conditions and restrictions as the RSUs to which they pertain.

Other Awards.    The Incentive Award Plan Administrator may grant other awards based in whole or in part by reference to the Combined Company’s Common Stock and may grant awards under other plans and programs that will be settled with shares issued under the Incentive Award Plan. The Incentive Award Plan Administrator will determine the terms and conditions of any such awards.

Changes to Capital Structure.    In the event of certain changes in capitalization, including a stock split, reverse stock split or stock dividend, proportionate adjustments will be made in the number and kind of shares available for issuance under the Incentive Award Plan, the limit on the number of shares that may be issued under the Incentive Award Plan as ISOs, the number and kind of shares subject to each outstanding award and/or the exercise price of each outstanding award.

Corporate Transactions.    If the Combined Company is party to a merger, consolidation or certain change in control transactions, each outstanding award will be treated as described in the definitive transaction agreement or as the Incentive Award Plan Administrator determines, which may include the continuation, assumption or substitution of an outstanding award, the cancellation of an outstanding award after an opportunity to exercise or the cancellation of an outstanding award in exchange for a payment equal to the value of the shares subject to such award less any applicable exercise price. In general, if an award held by a participant who remains in service at the effective time of a change in control transaction is not continued, assumed or substituted, then the award will vest in full.

Change in Control.    The Incentive Award Plan Administrator may provide, in an individual award agreement or in any other written agreement with a participant, that the award will be subject to acceleration of vesting and exercisability in the event of a change in control or in connection with a termination of employment in connection with or following a change in control.

Transferability of Awards.    Unless the Incentive Award Plan Administrator determines otherwise, an award generally will not be transferable other than by beneficiary designation, a will or the laws of descent and distribution. The Incentive Award Plan Administrator may permit transfer of an award in a manner consistent with applicable law.

Amendment and Termination.    The Incentive Award Plan Administrator may amend or terminate the Incentive Award Plan at any time. Any such amendment or termination will not affect outstanding awards. If not sooner terminated, the Incentive Award Plan will terminate automatically 10 years after its adoption by the ATSP Board. Shareholder approval is not required for any amendment of the Incentive Award Plan, unless required by applicable law, government regulation or exchange listing standards.

Certain Federal Income Tax Aspects of Awards Under the Incentive Award Plan

This is a brief summary of the U.S. federal income tax aspects of awards that may be made under the Incentive Award Plan based on existing U.S. federal income tax laws as of the date of this this joint proxy statement/consent solicitation statement/prospectus. This summary covers only the basic tax rules. It does not describe a number of special tax rules, including the alternative minimum tax and various elections that may be applicable under certain circumstances. It also does not reflect provisions of the income tax laws of any municipality, state or foreign country in which a holder may reside, nor does it reflect the tax consequences of a holder’s death. Therefore, no one should rely on this summary for individual tax compliance, planning or decisions. Participants in the Incentive Award Plan should consult their own professional tax advisors concerning tax aspects of awards under the Incentive Award Plan. The discussion below concerning tax deductions that may become available to the Combined Company under U.S. federal tax law is not intended to imply that the Combined Company will necessarily obtain a tax benefit or asset from those deductions. The tax consequences of awards under the Incentive Award Plan depend upon the type of award. Changes to tax laws following the date of this proxy statement/prospectus/consent solicitation could alter the tax consequences described below.

Incentive Stock Options.    No taxable income is recognized by an optionee upon the grant or vesting of an ISO, and no taxable income is recognized at the time an ISO is exercised unless the optionee is subject to the alternative minimum tax. The excess of the fair market value of the purchased shares on the exercise date over the exercise price paid for the shares is includable in alternative minimum taxable income.

If the optionee holds the purchased shares for more than one year after the date the ISO was exercised and more than two years after the ISO was granted (the “required ISO holding periods”), then the optionee will generally recognize long-term capital gain or loss upon disposition of such shares. The gain or loss will equal the difference between the amount realized upon the disposition of the shares and the exercise price paid for such shares. If the optionee disposes of the purchased shares before satisfying either of the required ISO holding periods, then the optionee will recognize ordinary income equal to the fair market value of the shares on the date the ISO was exercised over the exercise price paid for the shares (or, if less, the amount realized on a sale of such shares). Any additional gain will be a capital gain and will be treated as short-term or long-term capital gain depending on how long the shares were held by the optionee.

Nonstatutory Stock Options.    No taxable income is recognized by an optionee upon the grant or vesting of an NSO, provided the NSO does not have a readily ascertainable fair market value. If the NSO does not have a readily ascertainable fair market value, the optionee will generally recognize ordinary income in the year in which the option is exercised equal to the excess of the fair market value of the purchased shares on the exercise date over the exercise price paid for the shares. If the optionee is an employee or former employee, the optionee will be required to satisfy the tax withholding requirements applicable to such income. Upon resale of the purchased shares, any subsequent appreciation or depreciation in the value of the shares will be treated as short-term or long-term capital gain or loss depending on how long the shares were held by the optionee.

Restricted Stock.    A participant who receives an award of restricted stock generally does not recognize taxable income at the time of the award. Instead, the participant recognizes ordinary income when the shares vest, subject to withholding if the participant is an employee or former employee. The amount of taxable income is equal to the fair market value of the shares on the vesting date(s) less the amount, if any, paid for the shares. Alternatively, a participant may make a one-time election to recognize income at the time the participant receives restricted stock in an amount equal to the fair market value of the restricted stock (less any amount paid for the shares) on the date of the award by making an election under Section 83(b) of the Code.

Restricted Stock Unit Awards.    In general, no taxable income results upon the grant of an RSU. The recipient will generally recognize ordinary income, subject to withholding if the recipient is an employee or former employee, equal to the fair market value of the shares that are delivered to the recipient upon settlement of the RSU. Upon resale of the shares acquired pursuant to an RSU, any subsequent appreciation or depreciation in the value of the shares will be treated as short-term or long-term capital gain or loss depending on how long the shares were held by the recipient.

Stock Appreciation Rights.    In general, no taxable income results upon the grant of a SAR. A participant will generally recognize ordinary income in the year of exercise equal to the value of the shares or other consideration received. In the case of a current or former employee, this amount is subject to withholding.

Section 409A.    The foregoing description assumes that Section 409A of the Code does not apply to an award. In general, options and stock appreciation rights are exempt from Section 409A if the exercise price per share is at least equal to the fair market value per share of the underlying stock at the time the option or stock appreciation right was granted. RSUs are subject to Section 409A unless they are settled within two and one half months after the end of the later of (a) the end of the Combined Company’s fiscal year in which vesting occurs or (b) the end of the calendar year in which vesting occurs. Restricted stock awards are not generally subject to Section 409A. If an award is subject to Section 409A and the provisions for the exercise or settlement of that award do not comply with Section 409A, then the participant would be required to recognize ordinary income whenever a portion of the award vested (regardless of whether it had been exercised or settled). This amount would also be subject to a 20% U.S. federal tax and premium interest in addition to the U.S. federal income tax at the participant’s usual marginal rate for ordinary income.

Tax Treatment of the Combined Company.    The Combined Company will generally be entitled to an income tax deduction at the time and to the extent a participant recognizes ordinary income as a result of an award granted under the Incentive Award Plan. However, Section 162(m) of the Code may limit the deductibility of certain awards granted under the Incentive Award Plan. Although the Incentive Award Plan Administrator considers the deductibility of compensation as one factor in determining executive compensation, the Incentive Award Plan Administrator retains the discretion to award and pay compensation that is not deductible as it believes that it is in the shareholders’ best interests to maintain flexibility in the approach to executive compensation and to structure a program that the Combined Company considers to be the most effective in attracting, motivating and retaining key employees.

PROPOSAL 5 — THE ESPP PROPOSAL

We are asking our stockholders to approve and adopt the SoundHound AI, Inc. 2022 Employee Stock Purchase Plan (the “ESPP”) and the material terms thereunder.

The ESPP is described in more detail below. A copy of the ESPP is included in this proxy statement/prospectus/consent solicitation as Annex E.

2022 Employee Stock Purchase Plan

(a)     Overview

The ATSP Board has approved and adopted, subject to ATSP shareholder approval, the ESPP. If the ESPP is approved by the shareholders, the Combined Company will be authorized to provide eligible employees of the Combined Company and its designated subsidiaries with an opportunity to purchase shares of the Combined Company’s Common Stock at a discount to the market price and to pay for such purchases through payroll deductions in accordance with the ESPP’s terms. The form of the ESPP is attached to this proxy statement/prospectus/consent solicitation as Annex E.

(b)    Purpose of the ESPP

The purpose of the ESPP is to provide employees of the Combined Company and its designated subsidiaries (whether now existing or subsequently established) with the ability to acquire shares of the Combined Company’s Common Stock at a discount to the market price and to pay for such purchases through payroll deductions or other approved contributions. ATSP believes that the ESPP will be important in helping to attract and retain employees of the Combined Company.

(c)     Reasons for the Approval of the ESPP Proposal

The ESPP, and the right of participants to make purchases thereunder, is intended to meet the requirements of an employee stock purchase plan as defined in Section 423 of the Code. Shareholder approval of the ESPP is necessary in order to satisfy the requirements under Section 423 of the Code and to meet the shareholder approval requirements of the Nasdaq.

(d)    Consequences if the ESPP Proposal is Not Approved

If the ESPP is not approved by ATSP’s shareholders, the ESPP will not become effective and the Combined Company will not be able to provide its employees with an opportunity to purchase the Combined Company’s Common Stock at a discount. ATSP believes that the Combined Company’s ability to recruit, retain and incentivize top talent may be adversely affected if the ESPP is not approved.

(e)     Summary of the ESPP’s Material Terms and Features

The following summary of the principal provisions of the ESPP is qualified in its entirety by reference to the full text of the ESPP. The form of the ESPP is attached as Annex E to this joint proxy statement/consent solicitation statement/prospectus. To the extent there is a conflict between this summary and the ESPP, the terms of the ESPP will govern.

General.    The ESPP is intended to qualify as an “employee stock purchase plan” under Section 423 of the Code; however, the ESPP also allows the Combined Company to conduct offerings for non-U.S. employees that do not qualify under Section 423 of the Code as described in “International Participation” below. During regularly scheduled “offering periods” under the ESPP, participants will be able to request payroll deductions which will be applied periodically to purchase a number of shares of the Combined Company’s Common Stock at a discount to the market price and in an amount determined in accordance with the ESPP’s terms.

Administration.    The ESPP will be administered by the Combined Company’s Board or by one or more committees to which the board of directors delegates such administration (as applicable, the “ESPP Administrator”). Subject to the terms of the ESPP, the ESPP Administrator will have the complete discretion to establish the terms and conditions of offering periods under the ESPP, to interpret the ESPP and to make all decisions related to the operation of the ESPP.

Shares Available for Issuance.    Up to a maximum of two percent (2%) of the aggregate number of shares of the Combined Company’s Common Stock issued and outstanding immediately after the Closing (as calculated after giving effect to the Redemption) may be issued under the ESPP, plus an annual increase in shares described below.

On the first day of each calendar year during the term of the ESPP, beginning on January 1, 2023 and continuing until (and including) January 1, 2032, the aggregate number of shares of the Combined Company’s Common Stock that may be issued under the ESPP will automatically increase by a number equal to the lesser of (a) one percent (1%) of the total number of shares of the Combined Company’s Common Stock issued and outstanding shares on December 31 of the calendar year immediately preceding the date of such increase and (b) a number of shares of the Combined Company’s Common Stock determined by the Combined Company’s Board. Shares of the Combined Company’s Common Stock issued under the ESPP may be authorized but unissued shares or treasury shares. As of the date hereof, no rights to purchase shares have been granted under the ESPP.

Eligibility and Participation.    All employees (including officers and employee directors) who are employed by the Combined Company or a designated subsidiary (whether currently existing or subsequently established) or, solely in the case of an offering period that is not intended to qualify under Section 423 of the Code, a designated affiliate (whether currently existing or subsequently established), are eligible to participate in the ESPP, resulting in approximately 165 employees (including 3 executive officers, one of which is an employee director) as eligible participants. The ESPP Administrator may exclude certain categories of employees from participating in any offering period to the extent permitted by Section 423 of the Code, including part-time employees, seasonal employees, employees who have not completed a minimum period of service with the company and/or highly compensated employees. No employee will be allowed to participate in the ESPP if his or her participation in the ESPP is prohibited by local law or if complying with local law would cause the ESPP or an offering period that is intended to qualify under Section 423 of the Code to violate the requirements of Section 423 of the Code. In the case of an offering period that is not intended to qualify under Section 423 of the Code, the ESPP Administrator may exclude any individual(s) from participation if the ESPP Administrator determines that the participation of such individual(s) is not advisable or practicable. Also, in accordance with Section 423 of the Code, no employee may be granted a right to purchase shares of the Combined Company’s Common Stock under the ESPP if, immediately after such grant, such employee would own stock and/or hold outstanding options to purchase stock possessing 5% or more of the total combined voting power or value of all classes of stock of the Combined Company or any parent or subsidiary (including in such calculation stock held directly or indirectly by or for the benefit of the employee and stock held by certain persons related to the employee).

The ESPP will permit an eligible employee to purchase the Combined Company’s Common Stock through payroll deductions, which may not exceed fifteen percent (15%) of the employee’s eligible compensation (or such lower limit as may be determined by the ESPP Administrator for an offering period). Employees will be able to withdraw their accumulated payroll deductions prior to the end of the offering period in accordance with the terms of the offering period. Participation in the ESPP will end automatically upon termination of employment. In the event of withdrawal or termination of participation in the ESPP, a participant’s accumulated payroll contributions will be refunded without interest.

Certain limitations on the number of shares of the Combined Company’s Common Stock that a participant may purchase apply. For example, the right granted to an employee may not permit him or her to purchase more than $25,000 worth of shares of the Combined Company’s Common Stock under the ESPP (determined on the basis of the fair market value per share as of the start of the applicable offering period) for each calendar year in which the right is outstanding. The ESPP Administrator may also establish one or more limits on the number of shares that may be purchased during any offering period and/or purchase period. Unless the ESPP Administrator provides otherwise with respect to an offering period, no participant may purchase more than [___] shares during any purchase period within an offering period.

International Participation.    To provide the Combined Company with greater flexibility in structuring its equity compensation programs for non-U.S. employees, the ESPP also permits the Combined Company to grant employees of the Combined Company’s non-U.S. subsidiaries and affiliates rights to purchase shares of the Combined Company’s Common Stock pursuant to other offering periods and/or sub-plans adopted by the ESPP Administrator in order to achieve tax, securities law or other compliance objectives. While the ESPP is intended to be a qualified “employee stock purchase plan” within the meaning of Section 423 of the Code, any such international sub-plans or offerings are not required to satisfy those U.S. tax code requirements and therefore may have terms that differ from the ESPP terms applicable in the U.S.

Offering Periods and Purchase Price.    The ESPP will be implemented through a series of offering periods of up to twenty-seven (27) months, which may consist of one or more purchase periods. During each purchase period, payroll contributions will accumulate without interest. On the last trading day of the purchase period, accumulated payroll deductions will be used to purchase the Combined Company’s Common Stock.

The purchase price for each offering period will be established by the ESPP Administrator and may not be less than eighty-five percent (85%) of the fair market value per share of the Combined Company’s Common Stock on either the first trading day in an offering period or on the purchase date, whichever is lower.

Changes in Capital Structure.    In the event that there is a specified type of change in the Combined Company’s capital structure, such as a stock split, appropriate adjustments will be made to (a) the number of shares reserved under the ESPP and the maximum size of the annual increase in shares, (b) the individual participant share limitations described in the ESPP and (c) the purchase price per share and the number and class of stock covered by each outstanding right under the ESPP which has not yet been exercised.

Corporate Reorganization.    In the event of certain corporate reorganizations, any offering period then in progress will terminate unless the ESPP is continued, assumed or substituted by the surviving entity or its parent. In the event an offering period is terminated, a new purchase date will be set for such offering period prior the effective time of the reorganization and a participant’s accumulated contributions will be applied to his or her purchase rights outstanding on such date.

Amendment and Termination.    The ESPP Administrator will have the right to amend, suspend or terminate the ESPP at any time. Any increase in the aggregate number of shares to be issued under the ESPP is subject to shareholder approval except for (a) the automatic annual increase in shares and (b) any share increase resulting from changes in the Combined Company’s capital structure. Any other amendment to the ESPP is subject to shareholder approval only to the extent required under applicable law or regulation. The ESPP will terminate automatically 10 years after its adoption by the ATSP Board.

(f)     Certain Federal Income Tax Consequences of Participating in the ESPP

The following is a brief summary of the general U.S. federal income tax consequences of participation in the ESPP as of the date of this joint proxy statement/consent solicitation statement/prospectus. This summary is not complete and does not discuss the tax consequences of a participant’s death or the income tax laws of any state or foreign country in which the participant may reside. Tax consequences for any particular individual may be different. Therefore, no one should rely on this summary for individual tax compliance, planning or decisions. Participants in the ESPP should consult their own professional tax advisors concerning tax aspects of awards under the ESPP.

As described above, the ESPP has a domestic component intended to qualify under Section 423 of the Code and an international component not intended to so qualify. The tax consequences for a U.S. taxpayer will depend on whether he or she participates in the domestic component or the international component. Further, changes to tax laws following the date of this proxy statement/prospectus/consent solicitation statement could alter the tax consequences described below.

U.S. Component

Payroll deductions under the ESPP are made on an after-tax basis (i.e., contributions to the ESPP do not reduce a participant’s taxable income).

The ESPP, and the right of U.S. participants to make purchases thereunder, is intended to qualify for favorable federal income tax treatment associated with rights granted under an “employee stock purchase plan” that qualifies under provisions of Section 423 of the Code. As a result, participants in the ESPP will generally not recognize taxable income until they sell or otherwise dispose of the shares purchased under the ESPP. The amount of taxable income a participant will recognize in connection with the sale or other disposition of shares purchased under the ESPP will depend on how long the shares were held. If the shares were held at least two years from the start of the offering period in which the shares were purchased and one year from the date the shares were purchased, then the amount of ordinary income recognized will be equal to the lesser of (a) the difference between the fair market value of the shares on the date of disposition and the purchase price paid for the shares or (b) the excess of the fair market value of the shares at the start of the offering period in which the shares were acquired over the purchase price, and any additional gain will be long-term capital gain. If a sale or other disposition occurs before satisfying one or both holding periods, then the

participant will recognize ordinary income equal to the excess of the fair market value of the shares on the purchase date over the purchase price paid for the shares. Any additional gain or loss recognized upon disposition of the shares will be a capital gain or loss, which will be long-term if the shares were held at least one year. Under current law, no withholding applies to transactions under the ESPP.

International Component

Rights granted under the international component are not intended to qualify for favorable U.S. federal income tax treatment associated with rights granted under an employee stock purchase plan which qualifies under the provisions of Section 423 of the Code. With respect to any participant who is subject to U.S. federal income tax with respect to participation under this component, he or she will have compensation income equal to the value of the Combined Company’s Common Stock on the day he or she purchases the Combined Company’s Common Stock, less the purchase price, and will be subject to withholding for income, Medicare and social security taxes, as applicable, on such amount. When a participant sells the Combined Company’s Common Stock purchased under the ESPP, he or she also will have a capital gain or loss equal to the difference between the sales proceeds and the value of the Combined Company’s Common Stock on the day he or she purchased the stock. Any capital gain or loss will be short-term or long-term, depending on how long the stock has been held.

Tax Consequences to ATSP

There are no federal income tax consequences to ATSP by reason of the grant or exercise of rights under the ESPP. ATSP is generally entitled to a deduction to the extent amounts are taxed as ordinary income to a participant in connection with a sale or disposition of shares prior to satisfaction of the holding periods described above.

(g)    New Plan Benefits

Benefits to be received under the ESPP are not determinable since they depend on terms to be established by the Combined Company and discretionary participant elections whether and to what extent to participate in the ESPP.

(h)    Registration with the SEC

If the ESPP is approved by ATSP’s shareholders and becomes effective, ATSP intends to file a registration statement on Form S-8 registering the shares of the Combined Company’s Common Stock reserved for issuance under the ESPP as soon as reasonably practicable after ATSP becomes eligible to use such form.

(a)     Resolution to be Voted on

The full text of the ESPP Proposal resolution is as follows:

“RESOLVED, as an ordinary resolution, that the SoundHound AI, Inc. 2022 Employee Stock Purchase Plan, the form of which is appended to the joint proxy statement/consent solicitation statement/prospectus in respect of the meeting as Annex E, be approved and adopted in all respects.”

Required Vote

This ESPP will be approved and adopted only if holders of at least a majority of the issued and outstanding shares of common stock present in person by virtual attendance or represented by proxy and entitled to vote at the ATSP Special Meeting vote “FOR” the ESPP. This ESPP Proposal is conditioned upon the approval and completion of the Business Combination Proposal, the Charter Amendment Proposal, the Incentive Plan Proposal, and the Nasdaq Proposal. If any of the Business Combination Proposal, the Charter Amendment Proposal, the Incentive Plan Proposal, or the Nasdaq Proposal are not approved, unless the condition is waived, this Proposal will have no effect even if approved by our stockholders.

Board Recommendation

OUR BOARD RECOMMENDS THAT OUR STOCKHOLDERS VOTE “FOR” THE ESPP UNDER PROPOSAL 5.

PROPOSAL 6 — THE NASDAQ PROPOSAL

Overview

We are proposing the Nasdaq Proposal in order to comply with Nasdaq Listing Rules 5635(a), (b), and (d). Under Nasdaq Listing Rule 5635(a), stockholder approval is required prior to the issuance of securities in connection with the acquisition of another company if such securities are not issued in a public offering and (A) have, or will have upon issuance, voting power equal to or in excess of 20% of the voting power outstanding before the issuance of common stock (or securities convertible into or exercisable for common stock); or (B) the number of shares of common stock to be issued is or will be equal to or in excess of 20% of the number of shares of common stock outstanding before the issuance of the stock or securities. Under Nasdaq Listing Rule 5635(b), stockholder approval is required prior to the issuance of securities when the issuance or potential issuance will result in a change of control.

Pursuant to the Merger Agreement, based on SoundHound’s current capitalization, we anticipate that we will issue to the SoundHound stockholders as consideration in the Business Combination, [•] shares of common stock, without giving effect to the potential earn-out shares. See the section entitled “Proposal 1: The Business Combination Proposal — The Merger Agreement — Merger Consideration.” Because the number of shares of common stock we anticipate issuing as consideration in the Business Combination (1) will constitute more than 20% of our outstanding common stock and more than 20% of outstanding voting power prior to such issuance and (2) will result in a change of control of ATSP, we are required to obtain stockholder approval of such issuance pursuant to Nasdaq Listing Rules 5635(a) and (b).

Effect of Proposal on Current Stockholders

If the Nasdaq Proposal is adopted, ATSP would issue shares representing more than 20% of the outstanding shares of our common stock in connection with the Business Combination and the PIPE Investment. The issuance of such shares would result in significant dilution to the ATSP stockholders and would afford such stockholders a smaller percentage interest in the voting power, liquidation value and aggregate book value of ATSP. If the Nasdaq Proposal is adopted, assuming that [•] shares of common stock are issued to the SoundHound stockholders as consideration in the Business Combination, we anticipate that the SoundHound stockholders will hold [•]% of our outstanding shares of common stock, the PIPE Investors will hold [•]% of our outstanding common stock, the current ATSP public stockholders will hold [•]% of our outstanding common stock and the Sponsor will hold [•]% of our outstanding common stock immediately following completion of the Business Combination. Assuming that the SoundHound Class B Common Stock is approved by the SoundHound stockholders and the special committee of the SoundHound board of directors, such that SoundHound Class B Common Stock will be exchanged for Class B Common Stock entitling the holders to a number of votes per share equal to [•], it is anticipated that, upon the Closing of the Business Combination, ATSP’s public stockholders (other than the PIPE Investment investors) will retain a voting power of approximately [•]% in the Combined Company, the PIPE Investment investors will have voting power of approximately [•]% in the Combined Company, the Sponsor and directors of ATSP will retain voting power of approximately [•]% in the Combined Company, the Representative will retain voting power of approximately [•]% in the Combined Company, and the SoundHound stockholders will have voting power of approximately [•]% in the Combined Company. These percentages assume that no shares of our common stock are redeemed in connection with the Business Combination, does not take into account any warrants or options to purchase our common stock that will be outstanding following the Business Combination or any equity awards that may be issued under our proposed Incentive Award Plan following the Business Combination.

If the Nasdaq Proposal is not approved and we consummate the Business Combination on its current terms, ATSP would be in violation of Nasdaq Listing Rule 5635(a) and (b), which could result in the delisting of our securities from the Nasdaq Capital Market. If Nasdaq delists our securities from trading on its exchange, we could face significant material adverse consequences, including:

•        a limited availability of market quotations for our securities;

•        reduced liquidity with respect to our securities;

•        determination that our shares are a “penny stock,” which will require brokers trading in our securities to adhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading market for our securities;

•        a limited amount of news and analyst coverage for the post-transaction company; and

•        a decreased ability to issue additional securities or obtain additional financing in the future.

It is a condition to the obligations of ATSP and SoundHound to close the Business Combination that our common stock remain listed on the Nasdaq Capital Market. As a result, if the Nasdaq Proposal is not adopted, the Business Combination may not be completed unless this condition is waived.

Vote Required for Approval

Assuming that a quorum is present at the ATSP Special Meeting, the affirmative vote of holders of at least a majority of the issued and outstanding shares of common stock present in person by virtual attendance or represented by proxy and entitled to vote at the ATSP Special Meeting vote “FOR” the Nasdaq Proposal.

This Proposal is conditioned on the approval of the Business Combination Proposal, the Charter Amendment Proposal, the Incentive Plan Proposal and the ESPP Proposal. If either of the Business Combination Proposal, the Charter Amendment Proposal, the Incentive Plan Proposal or the ESPP Proposal is not approved, unless the condition is waived, Proposal 6 will have no effect even if approved by our stockholders. Because stockholder approval of this Proposal 6 is a condition to completion of the Business Combination under the Merger Agreement, if this Proposal 6 is not approved by our stockholders, the Business Combination will not occur unless we and SoundHound waive the applicable closing condition.

Board Recommendation

OUR BOARD RECOMMENDS THAT OUR STOCKHOLDERS VOTE “FOR” THE NASDAQ PROPOSAL UNDER PROPOSAL 6.

PROPOSAL 7 — THE ADJOURNMENT PROPOSAL

The Adjournment Proposal, if adopted, will approve the chairman’s adjournment of the ATSP Special Meeting to a later date to permit further solicitation of proxies. The Adjournment Proposal will only be presented to our stockholders in the event, based on the tabulated votes, there are not sufficient votes received at the time of the ATSP Special Meeting to approve the other Proposals.

Consequences if the Adjournment Proposal is Not Approved

If the Adjournment Proposal is not approved by our stockholders, the chairman will not adjourn the ATSP Special Meeting to a later date in the event, based on the tabulated votes, there are not sufficient votes received at the time of the ATSP Special Meeting to approve the Business Combination Proposal, the Charter Amendment Proposal, the Incentive Plan Proposal, the ESPP Proposal or the Nasdaq Proposal.

Required Vote

This Adjournment Proposal will be approved and adopted only if holders of at least a majority of the issued and outstanding shares of common stock present in person by virtual attendance or represented by proxy and entitled to vote at the ATSP Special Meeting vote “FOR” the Adjournment Proposal. The Adjournment Proposal is not conditioned on the approval of any other Proposal set forth in this proxy statement/prospectus/consent solicitation.

Board Recommendation

THE BOARD RECOMMENDS A VOTE “FOR” ADOPTION OF THE ADJOURNMENT PROPOSAL UNDER PROPOSAL 7.

MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES

The following is a general discussion of the material U.S. federal income tax consequences (i) of the exercise of redemption rights by U.S. Holders and Non-U.S. Holders (defined below) of common stock, and (ii) of the Business Combination to U.S. Holders of SoundHound common stock.

This discussion is based on provisions of the Internal Revenue Code of 1986, as amended (the “Code”), the Treasury Regulations promulgated thereunder (whether final, temporary, or proposed), administrative rulings of the IRS, and judicial decisions, all as in effect on the date hereof, and all of which are subject to differing interpretations or change, possibly with retroactive effect. This discussion does not purport to be a complete analysis or listing of all potential U.S. federal income tax consequences that may apply to a holder as a result of the Business Combination. In addition, this discussion does not address all aspects of U.S. federal income taxation that may be relevant to particular holders nor does it take into account the individual facts and circumstances of any particular holder that may affect the U.S. federal income tax consequences to such holder, and accordingly, is not intended to be, and should not be construed as, tax advice. This discussion does not address the U.S. federal 3.8% Medicare tax imposed on certain net investment income or any aspects of U.S. federal taxation other than those pertaining to the income tax, nor does it address any tax consequences arising under any U.S. state and local, or non-U.S. tax laws. Holders should consult their own tax advisors regarding such tax consequences in light of their particular circumstances.

No ruling has been requested or will be obtained from the IRS regarding the U.S. federal income tax consequences of the Business Combination or any other related matter; thus, there can be no assurance that the IRS will not challenge the U.S. federal income tax treatment described below or that, if challenged, such treatment will be sustained by a court.

This summary is limited to considerations relevant to holders that hold common stock or SoundHound common stock as “capital assets” within the meaning of section 1221 of the Code (generally, property held for investment). This discussion does not address all aspects of U.S. federal income taxation that may be important to holders in light of their individual circumstances, including holders subject to special treatment under the U.S. tax laws, such as, for example:

•        banks or other financial institutions, underwriters, or insurance companies;

•        traders in securities who elect to apply a mark-to-market method of accounting;

•        real estate investment trusts and regulated investment companies;

•        tax-exempt organizations, qualified retirement plans, individual retirement accounts, or other tax-deferred accounts;

•        expatriates or former long-term residents of the United States;

•        subchapter S corporations, partnerships or other pass-through entities or investors in such entities;

•        dealers or traders in securities, commodities or currencies;

•        grantor trusts;

•        persons subject to the alternative minimum tax;

•        U.S. persons whose “functional currency” is not the U.S. dollar;

•        persons who received shares of ATSP common stock or SoundHound common stock through the issuance of restricted stock under an equity incentive plan or through a tax-qualified retirement plan or otherwise as compensation;

•        persons who own (directly or through attribution) 5% or more (by vote or value) of the outstanding shares of ATSP common stock or SoundHound common stock (excluding treasury shares);

•        holders holding ATSP common stock or SoundHound common stock as a position in a “straddle,” as part of a “synthetic security” or “hedge,” as part of a “conversion transaction,” or other integrated investment or risk reduction transaction;

•        controlled foreign corporations, passive foreign investment companies, or foreign corporations with respect to which there are one or more United States shareholders within the meaning of Treasury Regulation Section 1.367(b)-3(b)(1)(ii); or

•        the Sponsor or its affiliates.

As used in this proxy statement/prospectus/consent solicitation, the term “U.S. Holder” means a beneficial owner of ATSP common stock or SoundHound common stock that is, for U.S. federal income tax purposes:

•        an individual who is a citizen or resident of the United States;

•        a corporation (or other entity that is classified as a corporation for U.S. federal income tax purposes) that is created or organized in or under the laws of the United States or any State thereof or the District of Columbia;

•        an estate the income of which is subject to U.S. federal income tax regardless of its source; or

•        a trust (i) if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust, or (ii) that has a valid election in effect under applicable Treasury Regulations to be treated as a U.S. person for U.S. federal income tax purposes.

A “Non-U.S. Holder” means a beneficial owner of ATSP common stock or SoundHound common stock that is neither a U.S. Holder nor a partnership (or an entity or arrangement treated as a partnership) for U.S. federal income tax purposes.

If a partnership, including for this purpose any entity or arrangement that is treated as a partnership for U.S. federal income tax purposes, holds ATSP common stock or SoundHound common stock, the U.S. federal income tax treatment of a partner in such partnership will generally depend on the status of the partner and the activities of the partnership. A holder that is a partnership and the partners in such partnership should consult their own tax advisors with regard to the U.S. federal income tax consequences of the Business Combination.

THIS SUMMARY DOES NOT PURPORT TO BE A COMPREHENSIVE ANALYSIS OR DESCRIPTION OF ALL POTENTIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE BUSINESS COMBINATION. IN ADDITION, THE U.S. FEDERAL INCOME TAX TREATMENT OF THE BENEFICIAL OWNERS OF ATSP COMMON STOCK OR SOUNDHOUND COMMON STOCK MAY BE AFFECTED BY MATTERS NOT DISCUSSED HEREIN AND DEPENDS IN SOME INSTANCES ON DETERMINATIONS OF FACT AND INTERPRETATIONS OF COMPLEX PROVISIONS OF U.S. FEDERAL INCOME TAX LAW FOR WHICH NO CLEAR PRECEDENT OR AUTHORITY MAY BE AVAILABLE. HOLDERS OF SOUNDHOUND COMMON STOCK SHOULD CONSULT WITH THEIR TAX ADVISORS REGARDING THE PARTICULAR TAX CONSEQUENCES TO THEM OF THE BUSINESS COMBINATION, INCLUDING THE APPLICABILITY AND EFFECTS OF U.S. FEDERAL, STATE, LOCAL, AND OTHER TAX LAWS.

Certain Material U.S. Federal Income Tax Consequences of Exercising Redemption Rights

U.S. Federal Income Tax Consequences to U.S. Holders

In the event that a U.S. Holder elects to redeem its ATSP common stock for cash, the treatment of the transaction for U.S. federal income tax purposes will depend on whether the redemption qualifies as a sale or exchange of the ATSP common stock under Section 302 of the Code or is treated as a corporate distribution under Section 301 of the Code with respect to the U.S. Holder. If the redemption qualifies as a sale or exchange of the ATSP common stock, the U.S. Holder will be treated as recognizing capital gain or loss equal to the difference between the amount realized on the redemption and such U.S. Holder’s adjusted tax basis in the ATSP common stock surrendered in such redemption transaction. Any such capital gain or loss generally will be long-term capital gain or loss if the U.S. Holder’s holding period for the ATSP common stock redeemed exceeds one year. It is unclear, however, whether the redemption rights with respect to the ATSP common stock may suspend the running of the applicable holding period for this purpose. Long term capital gain realized by a non-corporate U.S. Holder is currently taxed at a reduced rate. The deductibility of capital losses is subject to limitations.

If the redemption does not qualify as a sale or exchange of ATSP common stock, the U.S. Holder will be treated as receiving a corporate distribution. Such distributions generally will constitute dividends for U.S. federal income tax purposes to the extent paid from ATSP’s current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Distributions in excess of current and accumulated earnings and profits will constitute a return of capital that will be applied against and reduce (but not below zero) the U.S. Holder’s adjusted tax basis in the ATSP common stock. Any remaining excess will be treated as gain realized on the sale or other disposition of the common stock. Dividends paid to a U.S. Holder that is a taxable corporation generally will qualify for the dividends received deduction if the requisite holding period is satisfied. With certain exceptions (including, but not limited to, dividends treated as investment income for purposes of investment interest deduction limitations) and provided certain holding period requirements are met, dividends paid to a non-corporate U.S. Holder generally will constitute “qualified dividends” that will be subject to tax at the maximum tax rate accorded to long-term capital gains. However, it is unclear whether the redemption rights with respect to the ATSP common stock may prevent a U.S. Holder from satisfying the applicable holding period requirements with respect to the dividends received deduction or the preferential tax rate on qualified dividend income, as the case may be.

Whether a redemption qualifies for sale or exchange treatment will depend largely on the total number of shares of ATSP common stock treated as held by the U.S. Holder (including any ATSP common stock constructively owned by the U.S. Holder as a result of owning Warrants) relative to all of the shares of ATSP common stock outstanding both before and after the redemption. The redemption of ATSP common stock generally will be treated as a sale or exchange of the ATSP common stock (rather than as a corporate distribution) if the redemption (i) is “substantially disproportionate” with respect to the U.S. Holder, (ii) results in a “complete termination” of the U.S. Holder’s interest in ATSP or (iii) is “not essentially equivalent to a dividend” with respect to the U.S. Holder. These tests are explained more fully below.

In determining whether any of the foregoing tests are satisfied, a U.S. Holder takes into account not only ATSP common stock actually owned by the U.S. Holder, but also shares of ATSP common stock that are constructively owned by it. A U.S. Holder may constructively own, in addition to stock owned directly, stock owned by certain related individuals and entities in which the U.S. Holder has an interest or that have an interest in such U.S. Holder, as well as any stock the U.S. Holder has a right to acquire by exercise of an option, which would generally include ATSP common stock which could be acquired pursuant to the exercise of Warrants. In order to meet the substantially disproportionate test, (i) the percentage of our outstanding voting stock actually and constructively owned by the U.S. Holder immediately following the redemption of ATSP common stock must be less than 80% of the percentage of our outstanding voting stock actually and constructively owned by the U.S. Holder immediately before the redemption, (ii) the U.S. Holder’s percentage ownership (including constructive ownership) of our outstanding stock (both voting and nonvoting) immediately after the redemption must be less than 80% of such percentage ownership (including constructive ownership) immediately before the redemption; and (iii) the U.S. Holder must own (including constructive ownership), immediately after the redemption, less than 50% of the total combined voting power of all classes of our stock entitled to vote. There will be a complete termination of a U.S. Holder’s interest if either (i) all of the shares of the ATSP common stock actually and constructively owned by the U.S. Holder are redeemed or (ii) all of the shares of the ATSP common stock actually owned by the U.S. Holder are redeemed and the U.S. Holder is eligible to waive, and effectively waives in accordance with specific rules, the attribution of stock owned by certain family members and the U.S. Holder does not constructively own any other ATSP common stock. The redemption of the ATSP common stock will not be essentially equivalent to a dividend if a U.S. Holder’s redemption results in a “meaningful reduction” of the U.S. Holder’s proportionate interest in ATSP. Whether the redemption will result in a meaningful reduction in a U.S. Holder’s proportionate interest in ATSP will depend on the particular facts and circumstances. However, the IRS has indicated in a published ruling that even a small reduction in the proportionate interest of a small minority stockholder in a publicly held corporation who exercises no control over corporate affairs may constitute such a “meaningful reduction.” A U.S. Holder should consult with its own tax advisors as to the tax consequences of a redemption.

If none of the foregoing tests is satisfied, then the redemption will be treated as a corporate distribution. After the application of those rules regarding corporate distributions, any remaining tax basis of the U.S. Holder in the redeemed ATSP common stock will be added to the U.S. Holder’s adjusted tax basis in its remaining ATSP common stock, or, if it has none, to the U.S. Holder’s adjusted tax basis in its Warrants or possibly in other ATSP common stock constructively owned by it.

U.S. Federal Income Tax Consequences to Non-U.S. Holders

The characterization for U.S. federal income tax purposes of the redemption of a Non-U.S. Holder’s ATSP common stock as a sale or exchange under Section 302 of the Code or as a corporate distribution under Section 301 of the Code generally will correspond to the U.S. federal income tax characterization of such a redemption of a U.S. Holder’s ATSP common stock, as described above, and the corresponding consequences will be as described below.

Redemption Treated as Sale or Exchange

Any gain realized by a Non-U.S. Holder on the redemption of ATSP common stock that is treated as a sale or exchange under Section 302 of the Code generally will not be subject to U.S. federal income tax unless:

•        the gain is effectively connected with a trade or business of the Non-U.S. Holder in the United States (and, if required by an applicable income tax treaty, is attributable to a United States permanent establishment or fixed base of the Non-U.S. Holder);

•        the Non-U.S. Holder is an individual who is present in the United States for a period or periods aggregating 183 days or more in the taxable year of the disposition, and certain other conditions are met; or

•        we are or have been a “United States real property holding corporation” for U.S. federal income tax purposes at any time during the shorter of the five-year period ending on the date of disposition or the Non-U.S. Holder’s holding period for such ATSP common stock redeemed, and either (A) shares of ATSP common stock are not considered to be regularly traded on an established securities market or (B) such Non-U.S. Holder has owned or is deemed to have owned, at any time during the shorter of the five-year period preceding such disposition and such Non-U.S. Holder’s holding period more than 5% of the outstanding shares of ATSP common stock. There can be no assurance that shares of ATSP common stock will be treated as regularly traded on an established securities market for this purpose.

A non-corporate Non-U.S. Holder described in the first bullet point immediately above will be subject to tax on the net gain derived from the sale under regular graduated U.S. federal income tax rates. An individual Non-U.S. Holder described in the second bullet point immediately above will be subject to a flat 30% tax on the gain derived from the sale, which may be offset by certain United States source capital losses, even though the individual is not considered a resident of the United States, provided that the individual has timely filed U.S. federal income tax returns with respect to such losses. If a Non-U.S. Holder that is a corporation falls under the first bullet point immediately above, it will be subject to tax on its net gain in the same manner as if it were a United States person as defined under the Code and, in addition, may be subject to the branch profits tax equal to 30% (or such lower rate as may be specified by an applicable income tax treaty) of its effectively connected earnings and profits, subject to adjustments.

If the last bullet point immediately above applies to a Non-U.S. Holder, gain recognized by such Non-U.S. Holder on the redemption of ATSP common stock generally will be subject to tax at generally applicable U.S. federal income tax rates. In addition, we may be required to withhold U.S. income tax at a rate of 15% of the amount realized upon such redemption. We would generally be classified as a “U.S. real property holding corporation” if the fair market value of our “United States real property interests” equals or exceeds 50% of the sum of the fair market value of our worldwide real property interests and our other assets used or held for use in a trade or business, as determined for U.S. federal income tax purposes. However, we believe that we are not and have not been at any time since our formation a U.S. real property holding corporation and we do not expect to be a U.S. real property holding corporation immediately after the Business Combination is completed.

Redemption Treated as Corporate Distribution

With respect to any redemption treated as a corporate distribution under Section 301 of the Code, provided such dividends are not effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the United States, ATSP will be required to withhold U.S. tax from the gross amount of the dividend at a rate of 30%, unless such Non-U.S. Holder is eligible for a reduced rate of withholding tax under an applicable income tax treaty and provides proper certification of its eligibility for such reduced rate (usually on an IRS Form W-8BEN or W-8BEN-E). Any distribution not constituting a dividend will be treated first as reducing (but not below zero) the Non-U.S. Holder’s adjusted tax basis in its shares of the ATSP common stock and, to the extent such distribution exceeds the Non-U.S. Holder’s adjusted tax basis, as gain realized from the sale or other disposition of the common stock, which will be treated as described above.

This withholding tax does not apply to dividends paid to a Non-U.S. Holder who provides a Form W-8ECI, certifying that the dividends are effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the United States. Instead, the effectively connected dividends will be subject to regular U.S. income tax as if the Non-U.S. Holder were a U.S. resident, subject to an applicable income tax treaty providing otherwise. A Non-U.S. corporation receiving effectively connected dividends may also be subject to an additional “branch profits tax” imposed at a rate of 30% (or a lower treaty rate).

Tax Consequences of the Business Combination to U.S. Holders of SoundHound Common Stock

Subject to the qualifications and assumptions described in this proxy statement/prospectus/consent solicitation, the Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. Accordingly, SoundHound stockholders generally will not recognize gain or loss upon the exchange of their SoundHound stock for ATSP common stock, except to the extent of cash received in lieu of a fractional share of ATSP common stock as described below. A U.S. holder who receives cash in lieu of a fractional share of ATSP common stock in the Merger will generally recognize capital gain or loss in an amount equal to the difference between the amount of cash received instead of a fractional share and the U.S. holder’s tax basis allocable to such fractional share. SoundHound stockholders generally will obtain a tax basis in the ATSP common stock they receive in the Merger equal to their tax basis in the SoundHound stock exchanged therefor, decreased by the amount of any tax basis allocable to a fractional share for which cash is received. The holding period of the shares of ATSP common stock received by a SoundHound stockholder in the Merger will include the holding period of the shares of SoundHound stock surrendered in exchange therefor.

Neither ATSP nor SoundHound has requested, and neither intends to request, a ruling from the IRS as to the U.S. federal income tax consequences of the Merger. Consequently, no assurance can be given that the IRS will not assert, or that a court would not sustain, a position contrary to any of those set forth below. Accordingly, each holder of SoundHound stock is urged to consult its own tax advisor with respect to the particular tax consequence of the Merger to such holder. If the Merger is not treated as a “reorganization” within the meaning of Section 368(a) of the Code, then each U.S. holder of SoundHound stock generally will be treated as exchanging its SoundHound stock in a fully taxable transaction in exchange for ATSP common stock. SoundHound stockholders will generally recognize capital gain or loss in such exchange equal to the difference between such stockholder’s adjusted tax basis in the SoundHound stock surrendered in the Merger and the fair market value of the ATSP common stock received in exchange therefor. Any recognized capital gain or capital loss will be long-term capital gain or capital loss if the U.S. holder has held the shares of SoundHound stock for more than one year. The deductibility of capital losses is subject to limitations.

If a holder acquired different blocks of SoundHound stock at different times or different prices, it is urged to consult its tax advisor regarding the manner in which gain or loss should be determined in its specific circumstances, including the possible application of the installment sale rules.

ATSP’S BUSINESS

Overview

ATSP was incorporated in Delaware on September 15, 2020 and was formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar Business Combination with one or more businesses or entities. On March 15, 2021, ATSP closed its IPO. ATSP has until September 15, 2022 to consummate a Business Combination. If ATSP is unable to complete its initial business combination within such 18-month period, it will (i) cease all operations except for the purpose of winding up and (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding Public Subunits, at a per-Subunit price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any interest not previously released to ATSP (net of taxes payable), divided by the number of then outstanding Public Subunits, which redemption will completely extinguish public stockholders’ rights as holders of Public Subunits (including the right to receive further liquidation distributions, if any), subject to applicable law. Public stockholders will also forfeit the one-quarter of one Warrant included in the Public Subunits being redeemed. As promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Board, ATSP will dissolve and liquidate, subject to its obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

Trust Account

Following the closing of the IPO on March 15, 2021 and the underwriters’ partial exercise of over-allotment option on March 19, 2021, $133,000,000 from the net proceeds of the sale of the Public Units in the IPO and the sale of the Private Units was placed in a trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”). The funds held in the Trust Account is and will be invested only in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, so that ATSP is not deemed to be an investment company under the Investment Company Act. except with respect to interest earned on the funds held in the Trust Account that may be released to ATSP to pay its income or other tax obligations, the proceeds will not be released from the Trust Account until the earlier of the completion of a Business Combination or the redemption of 100% of the outstanding Public Subunits if ATSP has not completed a Business Combination in the required time period. The proceeds held in the Trust Account may be used as consideration to pay the sellers of a target business with which ATSP completes a Business Combination. Any amounts not paid as consideration to the sellers of the target business may be used to finance operations of the target business.

Business Combination Activities

On November 15, 2021, we entered into the Merger Agreement. As a result of the transaction, SoundHound will become our wholly owned subsidiary, and we will change our name to “SoundHound AI, Inc.” In the event that the Business Combination is not consummated by September 15, 2022, our corporate existence will cease and we will distribute the proceeds held in the Trust Account to our public stockholders.

Redemption Rights

Our stockholders (except the Initial Stockholders and the Representative) will be entitled to redeem their Public Subunits for a pro rata share of the Trust Account (currently anticipated to be no less than approximately $[10.00] per Subunit for stockholders) net of taxes payable. Public stockholders will forfeit the one-quarter of one Warrant included in any Public Subunits being redeemed. The Initial Stockholders and the Representative do not have redemption rights with respect to any Subunits owned by them, directly or indirectly.

Automatic Dissolution and Subsequent Liquidation of Trust Account if No Business Combination

If ATSP does not complete a business combination within 18 months from the consummation of the IPO (unless such time period has been extended as described herein), it will trigger the automatic winding up, dissolution and liquidation pursuant to the terms of our Certificate of Incorporation. As a result, this has the same effect as if ATSP had formally gone through a voluntary liquidation procedure under Delaware law. Accordingly, no vote would be required from ATSP’s stockholders to commence such a voluntary winding up, dissolution and liquidation. If ATSP is unable to

consummate its initial business combination within such time period, it will, as promptly as possible but not more than ten business days thereafter, redeem 100% of ATSP’s outstanding Public Subunits for a pro rata portion of the funds held in the Trust Account, including a pro rata portion of any interest earned on the funds held in the Trust Account and not necessary to pay its taxes, and then seek to liquidate and dissolve. Public stockholders will also forfeit the one-quarter of one Warrant included in the Public Subunits being redeemed.

The proceeds deposited in the Trust Account could, however, become subject to claims of our creditors that are in preference to the claims of our public stockholders. Although ATSP will seek to have all vendors, service providers (excluding our independent registered public accounting firm), prospective target businesses and other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit of our public stockholders, there is no guarantee that they will execute such agreements or even if they execute such agreements that they would be prevented from bringing claims against the Trust Account including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain an advantage with respect to a claim against our assets, including the funds held in the Trust Account. If any third party refuses to execute an agreement waiving such claims to the monies held in the Trust Account, ATSP will perform an analysis of the alternatives available to it and will only enter into an agreement with a third-party that has not executed a waiver if management believes that such third-party’s engagement would be significantly more beneficial to us than any alternative. Examples of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third-party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver.

EarlyBirdCapital has not executed agreements with us waiving such claims to the monies held in the Trust Account. In addition, there is no guarantee that entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the Trust Account for any reason. The Sponsor has agreed that it will be liable to ensure that the proceeds in the Trust Account are not reduced below $10.00 per Public Subunit by the claims of target businesses or claims of vendors or other entities that are owed money by ATSP for services rendered or contracted for or products sold to ATSP, but ATSP cannot assure that it will be able to satisfy its indemnification obligations if it is required to do so. ATSP has not asked the Sponsor to reserve for such indemnification obligations, nor has ATSP independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believes that the Sponsor’s only assets are securities of ATSP. Therefore, ATSP believes it is unlikely that the Sponsor will be able to satisfy its indemnification obligations if it is required to do so.

In the event that the proceeds in the Trust Account are reduced below $10.00 per Subunit less taxes payable, and our Sponsor asserts that it is unable to satisfy its indemnification obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against our Sponsor to enforce its indemnification obligations. While ATSP currently expects that its independent directors would take legal action on its behalf against Sponsor to enforce its indemnification obligations to ATSP, it is possible that ATSP’s independent directors in exercising their business judgment may choose not to do so in any particular instance. Accordingly, ATSP cannot assure you that due to claims of creditors the actual value of the per-share redemption price will not be less than $10.00 per Unit.

If ATSP files a bankruptcy petition or an involuntary bankruptcy petition is filed against it that is not dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy law, and may be included in its bankruptcy estate and subject to the claims of third parties with priority over the claims of ATSP’s public stockholders. To the extent any bankruptcy claims deplete the Trust Account, ATSP cannot assure you it will be able to return $10.00 per Subunit to public stockholders. Additionally, if ATSP files a bankruptcy petition or an involuntary bankruptcy petition is filed against ATSP that is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover some or all amounts received by our public stockholders. Furthermore, our Board may be viewed as having breached its fiduciary duty to our creditors and/or may have acted in bad faith, and thereby exposing itself and ATSP to claims of punitive damages, by paying public stockholders from the Trust Account prior to addressing the claims of creditors. ATSP cannot assure you that claims will not be brought against ATSP for these reasons.

INFORMATION ABOUT SOUNDHOUND

Unless otherwise indicated or the context otherwise requires, all references in this section to “SoundHound” “we,” “us” “our” and other similar terms refer to SoundHound, Inc. and its subsidiaries prior to the consummation of the Business Combination, which will be the business of SoundHound AI, Inc. and its consolidated subsidiaries after giving effect to the Business Combination.

Our Mission

SoundHound’s mission is to voice-enable the world with conversational intelligence through an independent AI platform enabling humans to interact with products and services like they interact with each other — by speaking naturally.

Company Overview

SoundHound is a leading innovator of conversational intelligence, offering an independent Voice AI platform that enables businesses across industries to deliver high quality conversational experiences to their customers. Built on proprietary Speech-to-Meaning® and Deep Meaning Understanding® technologies developed over the past 16 years, our advanced Voice AI platform provides exceptional speed and accuracy.

We envision a future where people interact with products on a daily basis through voice-enabled AI. Our technology provides a conversational voice-enabled user interface, allowing a more natural and more productive way of interacting with the products and services we use. SoundHound is also committed to enabling product creators to design, customize, differentiate, innovate, and monetize the voice interfaces to their own products and services, as opposed to outsourcing to a third-party assistant.

More often than not, we currently interact with voice-enabled third-party assistants using halted speech patterns, consciously dividing queries into limited, broken, and unnatural instructions. By contrast, using SoundHound, businesses can voice-enable their products so consumers can say things like, “Turn off the air conditioning and lower the windows,” while in their cars, “Find romantic comedies released in the last year,” while streaming on their TV, and even place food orders before arriving at a restaurant by talking to their cars, TVs, or other “internet of things” (“IoT”) devices. Additionally, SoundHound’s technology can address complex user queries such as, “Show me all restaurants within half a mile of the Space Needle that are open past 9pm on Wednesdays and have outdoor seating,” and follow-on qualifications such as “Okay, don’t show me anything with less than 3 stars or fast food.”

SoundHound’s technology is currently being used globally by customers that include Hyundai, Mercedes-Benz, Pandora, Deutsche Telekom, Snap, VIZIO, KIA, and Stellantis. We have seen significant inflection in customer adoption of our technology, as measured through monthly queries on our Houndify platform, which doubled over the first six months of 2021 and are now in excess of 100 million queries per month. Our current customers, which in many cases have contractual obligations that average multiple years (often between three to five years), span multiple industries and geographies, and together have an estimated combined reach of over two billion end users. We consider our long-term customers our “partners” and, by growing these strategic relationships, SoundHound’s revenues have grown by more than 50% year over year each fiscal year over the past three years. The cumulative value of contracts with our existing partners has already exceeded $100M and based on the strength of our existing customer base and strategic partnerships, we expect to be able achieve annual gross revenues in excess of $1 billion within the next five years as we expand with existing customers, scale with new products, customers, and verticals.

We support our customers by providing them access to Houndify® — an open-access platform that allows developers to leverage SoundHound’s Voice AI technology and a library of over 100 content domains, including commonly used domains for points of interest, weather, flight status, sports, and more. To ensure that our content domains continue to evolve and grow, our platform is built on our breakthrough Collective AI® — an architecture for connecting domain knowledge, which encourages collaboration and contribution among developers, is always learning, and is greater than the sum of its parts. This architecture allows us to improve the understanding capability of our platform super-linearly and even exponentially based on linear contributions because of how the domains interact with one another. They can be inter-connected and can learn from each other and, as developers contribute to the platform, its understanding capability can grow exponentially.

Our technology is backed by SoundHound’s investments in intellectual property, with over 227 patents granted or pending, spanning multiple fields including speech recognition, natural language, machine learning, monetization, and more. We have achieved this critical momentum in part thanks to a leadership team with deep expertise and proven ability to attract and retain talent.

Market Opportunity

A significant addressable market

To take advantage of opportunities created by the expansion of Voice AI, companies across industries are turning to independent providers with disruptive technology offerings to help them design and build custom voice assistants. The demand for Voice AI technology is growing exponentially as companies compete to lead the market with the best technology, excellent customer relationships, and greatest innovations.

Industry sources predict that 90% of new vehicles globally will have voice assistants by 2028 and that there will be 75 billion connected devices worldwide by 2025. The number of devices with their own voice assistant is expected to overtake the world’s population within four years.

Across industries, 94% of large companies expect to use Voice AI within two years, according to a Pindrop Security, Inc. study, indicating the imperative most companies feel to provide a voice user interface to their products and services.

Custom, branded voice assistants are allowing companies to improve their customer interactions at every touchpoint. In a recent study by Opus Research (sponsored by SoundHound), 77% of business leaders across eight industries stated that voice assistants drive value through improved customer support and 76% agreed that they help companies to control their brand identity and user experience.

For those already employing a voice assistant, 81% are using the technology to improve customer service and 52% are using them for sales activity.

For the estimated 75 billion IoT devices in existence by 2025, we believe many of them won’t have the physical or economical room to add a keyboard or touch screen, but they can easily have a small, inexpensive microphone. With a microphone, companies can add Voice AI to their products, unleashing the full capabilities of the internet to their end users. Voice AI can bring these products “to life”, and convert IoT to AI IoT.

According to Juniper Research, the broader market for Voice AI transactions will exceed $160 billion by 2026, enabled by a growing need for Voice AI in many industries.

All these trends are adding up to exponential growth for Voice AI in a variety of markets, including IoT, automotive, retail, hospitality, enterprise, healthcare, contact center, and banking and finance.

Strategy

We believe that Voice AI is poised to be the next disruption in computing and the timing is right for our company and our vision.

Human-computer interfaces became popularized through computers offering a keyboard and mouse. After that came mobile devices with touch screens. We now have IoT devices with Voice AI. After the internet became mainstream, every company needed to have a website. After the mobile ecosystem became mature, every company needed to have a mobile strategy. We note that some very successful companies were created purely on the mobile ecosystem.

We believe the same concept will apply to the world of Voice AI where every company will need to have a strategy and there will exist success stories built on top of platforms like ours. These interfaces will co-exist: for example, mobile and touch screens did not completely replace computers with a keyboard and mouse, therefore Voice AI will also co-exist with computers and mobile. However, with billions of IoT devices that don’t have a keyboard or a mouse or a touch screen, voice will be the preferred or the only way to interact with these devices.

Our market position is strengthened by the significant technical barriers to entry that often face potential participants in the Voice AI space, reducing the likelihood that significant competitors will enter the market in the near term.

Technical Development

In 2005, when, as recent graduates from Stanford, our founders began envisioning a future where we would be talking to products just as we do other people. Inspired to make their vision a reality, the company was founded with a simple and powerful mission: Add Voice AI to everything. To this day, the company is still run by its original founding team.

SoundHound’s technology represents the evolution of several disruptive breakthroughs in voice-AI and sound recognition developed over the past 16 years. Using innovative audio and music identification technology, in 2009, our founders launched the SoundHound music identification app. Since its inception, the app has received over 315 million downloads, has generated tens of millions in revenue, and continues to be a top-ranked music app today.

In parallel, the founding team worked in stealth on a fundamentally new technology — one that had the potential to revolutionize human-to-computer voice interaction. Up until then, all voice interactions relied on speech-to-text and then text-to-meaning. Our engineers knew that for a true voice engine to flourish, it needed to understand speech directly, just like humans do.

In 2015, SoundHound introduced the Houndify Voice AI platform incorporating breakthrough Speech-to-Meaning and Deep Meaning Understanding technologies, which, to SoundHound’s knowledge represented voice interaction technologies not yet broadly available at the time as its foundation.

SoundHound’s Vision

A typical reaction to SoundHound’s technology is “Wow! Even humans cannot do this.” This is the crux of our vision: Create a Voice AI platform that exceeds human capabilities and brings value and delight via an ecosystem of billions of products enhanced by innovation and monetization opportunities.

Computers are better than humans at computing, but they’re not always better than humans at performing certain tasks. For example, we used to easily beat computers in the game of chess, but now computers can even top grandmasters. When it comes to language understanding, the general perception is computers are not yet as good as humans. People talk using complex conversations with each other, but when they talk to voice assistants, they lower their expectations and use short, simple, keyword-based queries. We aim to change that by making computers better than humans in language understanding. As a result, SoundHound can make humans more productive and help make the world a better place.

To provide another example, if a user is looking for a restaurant, but anything other than Chinese (because they had Chinese food yesterday) they can ask the concierge of a hotel: “Show me restaurants, excluding Chinese”, and the concierge can point the customer in the right direction. But when talking to a typical voice assistant, users often don’t ask the question: “show me restaurants, excluding Chinese”, because they don’t expect that it will work. And in fact, most other voice assistants will offer Chinese restaurants when asked to show restaurants excluding Chinese. With SoundHound’s technology, users can ask even more complicated questions, such as: “show me Asian restaurants in San Francisco, excluding Chinese and Japanese, and only show the ones that have more than three stars and are open after 9:00 PM on Wednesdays.”

In addition, users can follow up and ask it to refine the criteria such as “remove Korean and Vietnamese, sort by rating then by price, and only show the ones that are good for kids and have a patio.”

Our vision further includes empowering billions of devices around the world using our technology, with innovation and monetization opportunities for the product creators that integrate the Houndify platform. It means product creators can not only use Voice AI to make their product better they can also generate incremental recurring revenues from customer interactions.

Our vision also places a high emphasis on user experience. Before monetization growth can occur, delivering value and delight to end users is paramount. As a result, the most effective monetizable interactions will be those that flow naturally based on context, create value for the end-user, and would not be perceived by users as intrusive advertisements.

We note that today’s voice assistants are far from being able to answer every question and perform every task, and our vision is long-term. However, we have already achieved superhuman capabilities in many of the domains that we have delivered to our customers.

Technology Breakthroughs

SoundHound’s momentum in the Voice AI market can, in large part, be attributed to our large number of technology breakthroughs. These are anchored by three important innovations: Speech-to-Meaning, Deep Meaning Understanding and Collective AI.

Speech-to-Meaning

Speech-to-Meaning refers to SoundHound’s ability to convert speech to meaning simultaneously and in real time. Most traditional approaches first convert speech to text, and then convert text to meaning. This approach can be both slower and less accurate. It’s slower because the two steps are done in sequence, and the additional processing time of the second step can be noticeable by the end user. It can also be less accurate because if the first step of speech to text makes a mistake, the resulting incorrect text is then sent to the second step, and the error further propagates.

Our development of Speech to Meaning technology was inspired by the human brain. As we listen to someone speaking, our brain does not convert speech to text, and then text to meaning. Instead, our brain converts speech to meaning simultaneously and in real time. With Speech-to-Meaning, as you speak to SoundHound’s technology, it performs both speech recognition and language understanding simultaneously, which results in faster response time and higher accuracy, because real-time language understanding can feed into the real-time speech recognizer as additional information to reduce errors.

Deep Meaning Understanding

Deep Meaning Understanding is our innovative approach to language understanding that allows our Voice AI platform to understand highly complex conversation.

For example it can understand: “Show me hotels in San Francisco that are less than $600, but not less than $300, are pet friendly, have a gym and a pool with at least three stars staying for two nights, and don’t include anything that doesn’t have Wi-Fi.”

A complex search like this will take many minutes to perform on a website with complex forms, but it can be done within a few seconds using SoundHound technology, which we believe to be unique in its ability to handle complex queries of this nature at scale.

Collective AI

The third breakthrough is called Collective AI: an architecture that gives potential to SoundHound to improve the understanding capability of its platform exponentially based on linear contributions

Most other platforms add skills or domains that are separate and don’t interact with each other. For them, linear contribution results in linear growth in understanding, which is less scalable. With the Collective AI architecture, SoundHound domains can be interconnected and learn from each other. As developers contribute to the platform, the platform’s understanding capability can grow exponentially.

SoundHound Products

Houndify platform

SoundHound’s Voice AI platform combines advanced AI with engineering expertise to help brands build conversational voice assistants. From proprietary components to customizable and scalable solutions, we offer tools to build a highly accurate and responsive voice user interface.

The suite of Houndify tools includes Application Programming Interfaces (“API”) for text and voice queries, support for custom commands, extensive library of content domains, inclusive Software Development Kit platforms, collaboration capabilities, diagnostic tools, and built-in analytics.

Houndify provides a web API that takes in text queries or audio and returns actionable JavaScript Object Notation to anyone with an internet connection wanting to add Voice AI to any product or application.

Automatic Speech Recognition (“ASR”)

Our highly optimized, tunable, and scalable ASR engine supports vocabulary sizes containing millions of words. Houndify’s machine learning infrastructure allows us to tune the engine to achieve optimal Computer Processing Unit (“CPU”) performance while delivering high accuracy rates.

Houndify’s language and acoustic modelling architecture also uses machine learning to increase word recognition accuracy. Rapid iteration is possible due to our accelerated training pipeline and architecture that improves as data is collected. Highly accurate transcriptions result from advanced acoustic models trained to perform in a variety of scenarios — including in severely noisy environments and when accented language is spoken.

Natural Language Understanding (“NLU”)

Our proprietary Speech-to-Meaning technology tracks speech in real-time and understands the context, even before the user has finished speaking. Instead of the typical two-step process of transcribing speech into text and then passing the text into an NLU model, Houndify can accomplish both of these tasks in one step, delivering faster and more accurate results.

Houndify’s ability to process and understand speech the instant a user stops speaking gives voice assistants the ability to respond faster. Understanding speech in real-time without requiring additional processing or waiting for the user to finish speaking creates responsive and natural conversations between people and products.

By understanding context, Houndify responds accurately to users by distinguishing between similar words and names. Our NLU can discern the difference between words that sound the same, but have different spellings and meanings. For example, if users want to navigate to 272 Hoch Street in Dayton, Ohio, it won’t look for Hawk Street.

Using our proprietary Deep Meaning Understanding technology, a custom voice assistant can handle complex queries with compound criteria including conversational follow up, address multiple questions and filter results simultaneously — accurately and quickly answering users’ most complex questions.

Wake Words

Wake words are the entry point into branded voice experiences, allowing users to invoke the assistant by literally speaking the company’s name. Examples range from “Hey Pandora” in a mobile app to “Hey Peugeot” within a vehicle.

Rigorous development and testing enable our wake words to perform in noisy environments and minimize false-positives or false-negatives. We use advanced machine learning algorithms and Deep Neural Networks to provide broad robustness to our high-volume training data, resulting in high accuracy.

Custom Domains

Our library of over 100 public domains is available with a free Houndify account. Houndify public domains give developers instant access to a broad range of content to fit their unique use cases. This includes multi-category content intended to appeal to broad range of audiences, including, for instance, sports scores, weather, podcasts, travel information, recipes, stock prices, among many others.

Companies can enhance product functionality or proprietary operations with Houndify Private Domains, allowing customization and development of more specific content. Customers who subscribe for this service have full access to their private domains securely on the Houndify platform while retaining the ability to iterate and update content.

For example, an automotive manufacturer can make helpful updates about the car’s user manual over time. In this way, SoundHound becomes a long-term “partner” to its customers, helping companies create the domains that they need in order to improve brand value for their own customers or end users.

Text-to-speech (“TTS”)

A high quality TTS can help companies create a unique voice that differentiates them from the competition. Brands can fully express their personality by choosing the gender, tone, and personality that will become their vocal identity.

Our machine learning algorithms transform recorded voices into large databases of spoken sounds to form entire vocabularies of natural language — adapted to the user’s environment. We can transform any voice to generate a high-quality TTS with a small CPU footprint.

Edge (Embedded)

A fully-embedded voice solution for brands seeking the convenience of a voice user interface without the privacy or connectivity concerns of the internet. Includes full access to custom commands and the ability to instantly update commands during development.

To harness the capabilities of full cloud connectivity with the reliability of embedded voice technology. Houndify Edge Hybrid solutions are designed to ensure that devices are always-on and responsive to commands. Allows for over-the-air product updates and a broader voice experience with the level of cloud-connectivity that best matches the product and its users.

Competitive Strengths and Differentiators

Independent Disruptor

We believe there is a growing void and demand for an independent Voice AI platform such as SoundHound. Looking across industries, there has been a notable rise of independent disruptors. These new companies were able to beat the legacy giants using focused technologies and business models. The majority of participants in the Voice AI industry can be characterized as either “big tech” companies (meaning large corporations offering Voice AI as an extension of other services) and “legacy vendors” (meaning long-time Voice-AI industry participants with older technologies).

Voice AI offerings from big tech companies are primarily an extension of their services. In many cases, rather than strengthening or interacting with the host product, big tech offerings tend to take over the entire product experience, thus “hijacking” the company’s brand, users, and data. As a result, brands relying on big tech Voice AI frequently experience decreased ability to innovate, differentiate, and customize the way that their products interact with Voice AI platforms and/or end users. In some cases, these big tech Voice AI providers even compete with the customers whose products their technologies support, making them increasingly less attractive as a choice for a voice interface.

The Voice AI market currently also includes “legacy vendors,” a number of whom offer dated technologies at a high price. Furthermore, in many cases, legacy vendor technologies still require significant effort by product creators to turn legacy AI product offerings into solutions that can compete with the quality of Voice AI products currently offered by big tech companies, which is oftentimes neither economical nor practical.

Due to the high barrier to entry in Voice AI, the number of full solution platform providers is very limited. In our view, it takes many years and significant investment to build all the components of Voice AI. It then takes further time and resources to make the solutions competitive, mature, and viable for adoption. Finally, it requires significant investment to globalize the solution in multiple languages and regions. Although the number of platforms is limited, we note that the big tech players have significant resources. Against this landscape, SoundHound has achieved its successes to date through technology innovation, business model innovation, and global alliances that we believe make us well-positioned to continue to grow and execute our business plan.

We view the current environment as an opportunity to provide disruptive technologies with capabilities we believe are superior to existing alternatives, allowing customers to maintain their brand, control the user experience, get access to the data, and define their own privacy policies, while being able to customize, differentiate, innovate, and monetize.

Revenue Model

Market Momentum

Our entry into the Voice AI space began with 10 years of constant innovation in “stealth” building disruptive technologies in Voice AI using innovative approaches. Our goal was to build a differentiated Voice AI technology that we fully own and which is significantly better than other solutions in the market. We achieved that goal and unveiled the result in 2015, launching it as the Houndify platform in 2016.

Building a Diverse, Global Customer Base

SoundHound continues to expand the capabilities that make us well-positioned to serve the needs of customers globally. We have grown our solution from a single language capability to 22 languages, with a roadmap to expand to 38 languages and 114 acoustic variations.

Our customers include a range of product and service providers of all sizes, spanning a range of industries, including automotive, IoT, apps, restaurants, and more. Many of our global customers have end users in multiple regions and industries and we have seen our products successfully used by them across multiple contexts and purposes.

Three pillars for growth

We have identified three pillars for revenue growth: Royalties, Subscription, and Monetization, and all three pillars contribute to our current revenues today. While the majority of current revenues come from royalties, over time we expect our revenues from subscription and monetization pillars to increase and eventually represent a larger portion of our overall revenues.

1)      Royalties:    This involves voice-enabling a product. The product creator pays us a royalty based on volume, usage, or duration. SoundHound collects royalties when Houndify is integrated into a product such as a car, smart speaker, or appliance.

2)      Subscription:    This involves voice-enabling a service that doesn’t rely on a physical product. Examples include when SoundHound enables customer service or food ordering for restaurants or content management, appointments, or voice commerce, we generate subscription revenue from the service providers.

3)      Monetization:    This pillar is “disruptive” in that it creates an ecosystem that enables monetization services in products and services from both pillar one and pillar two. When users of a voice-enabled product access the voice-enabled monetization, this creates new leads and transactions. SoundHound generates monetization revenue for generating these leads and transactions, and will share revenue with the product creators.

For example, imagine a driver asks their Houndify-enabled car what restaurants are on the way home. The car can then respond with options, including restaurants that are also on the Houndify platform. These restaurants can accept orders directly from the car and the user can order using their voice. In that case, we will have unlocked a seamless transaction. Accordingly, the restaurant will pay us for that order and we will share that revenue with the

car manufacturer. In this example, each party receives value in the ecosystem. The restaurant gets value because they generated a new lead and booked a sale. The driver gets value because they have placed an order just by speaking to their car. And finally, the car manufacturer delivered value to the end user and generated additional revenue from the usage of their product.

We expect the disruptive three-pillar business model will create a monetization flywheel. As more products integrate into our platform, more users will use it, and more services will choose to integrate as well. This creates even more usage, and results in a flow of revenue share to product creators, which further encourages even greater adoption and integration with our platform, and the cycle will perpetually continue and expand.

This ecosystem has a compound impact on our business. First, it increases adoption because more products will be motivated to integrate into our platform. Without the three-pillar model, only products that can afford the cost of Voice AI would be able to adopt it. With this model, products will be able to see a path to add incremental recurring revenue from the usage of their product, increasing overall return on investment while making their product better, which will increase overall adoption. Second, our total available market increases with new revenue streams and puts SoundHound on a trajectory with much higher potential.

SoundHound’s undeniable criteria for adoption

When it comes to criteria for adoption, our goal is to win on every dimension. We envision that if we win on all criteria for adoption, the only reason not to choose SoundHound is human error.

The first two criteria customers typically consider are technology and brand control. We strive to provide our customers with the best technology, and we provide a white label solution giving our customers control of their brands. In some industries you may have to choose between technology and brand control. In our case, we offer our customers the best of both, we enable them to offer disruptive technologies to their users while maintaining control of their brand and user experience.

With our disruptive monetization strategy, we also provide a path to monetization. By choosing our platform, product creators can generate additional revenue while making their product better using Voice AI, providing further incentive to choose our platform.

We offer a superior ecosystem with Collective AI along with definable privacy controls, which are becoming increasingly important in the industry of Voice AI. Additionally, there is no conflict of interest between us and our partners and customers as we do not compete with them (as some other Voice AI vendors do). We also offer edge and hybrid solutions. This means our technology can optionally run without a cloud connection for increased flexibility and privacy. Our focus is on delivering the most advanced Voice AI in the world and thus allowing our partners to differentiate and innovate their overall experiences for their brands.

We strongly believe that product creators know their product and users best. The idea of a single third-party assistant taking over their product is not reflective of our anticipated future. We envision that every product will have its own identity, and they will have Voice AI customized in different ways. They can each tap into a single Collective AI to access the ever-growing set of domains, but the product creators can innovate on top of Collective AI and create value for the end users in their own way.

Research and Development

Research and development have been the foundation of our company since its origin. We have invested significantly over the years in making conversational Voice AI technology by leveraging advanced technologies across signal processing, speech recognition, machine learning and more. The complexities of our design and the associated technological breakthroughs has required more than ten years of research and development activities to fine tune our technology for commercial use. We continue to explore different innovation strategies to strengthen our capabilities.

In particular, we are continually working to improve the speed and accuracy of our Voice AI solutions and make customer adoption easier and faster. We have protected our innovations throughout with patents and trade secrets, and we have continued to strengthen our competitive positioning by staying on top of the latest advancements in the Voice AI industry. We expect to continue to keep research and development and, more broadly, innovation and product quality at the forefront of our strategy and core focus.

To further our transformative strategy as a leading innovator, we expect research & development to remain a significant part of our growth and investment. Our research and development activities are centered in our Santa Clara headquarters, but we also carry out research & development in other locations, including internationally. Our employees’ expertise ranges from cloud-based software development to embedded hardware integration.

Sales and Marketing

We take an insight-driven, account-based marketing approach to build and expand our relationships with commercial partners. We collect feedback directly from commercial partners to garner insights that help drive the business and product. We also work with analysts and higher education institutions to conduct studies, test and validate technology performance, providing key proof points for commercial partners considering our products. In parallel, marketing and communications drive our brand equity and narrative through ongoing announcements, campaigns, events, speaking opportunities, and public relations efforts.

Our demand generation efforts span the full customer funnel to target prospects across a variety of channels including: advertising, email, social media, and search engines. We employ Account-Based Marketing (“ABM”) leveraging leading-edge platforms supported by fully-current Marketing Automation tools to capture and nurture business leads through to Marketing Qualified Leads (“MQL”), Sales Accepted Leads (“SAL”), and Sales Qualified Leads (“SQL”) ultimately to drive towards return-on-investment-positive marketing expenditures.

Sales and marketing will play a critical role in the next phase of our evolution as a company, with key ongoing investments in our team and leadership. While our products are already scaling with existing customers, we see significant opportunities to grow into new markets and verticals. Increased sales and marketing efforts will enable us to capitalize on the tremendous momentum we are building and we expect to continue expanding resources to grow our personnel and leadership team focused on sales and marketing.

Key Strategic Global Partners

SoundHound sees strategic partnerships as the foundation for our ongoing growth and success. Our deep collaboration with leading companies across industries has allowed our technology to reach millions of customers. Largely through our existing customer base, query volume doubled in the first half of 2021 and is projected to exceed 1 billion by the end of the year, with over 100 million queries per month. Information provided to us by our strategic partners suggest that our customers’ products are currently used by have a reach over a billion users.

Some of the strategic partners that are featured here utilizes SoundHound’s product integrations:

•        Mercedes: MBUX (multiple models in North America)

•        Hyundai/KIA: Dynamic Voice Recognition (multiple models in North America and India)

•        Honda: Select models in Japan and Europe

•        Snapchat: Voice Scan and Captioning features

•        Pandora: In-app Voice Mode

•        VIZIO: Smart TV Voice Remote for multiple product lines

•        White Castle: Voice AI Drive Through

•        Deutsche Telekom: Magenta Speaker in Germany

Intellectual Property

SoundHound’s intellectual property portfolio includes 227 granted or pending patents. These patents cover areas such as speech recognition, natural language understanding, machine learning, human interfaces, and others, including monetization and advertising.

Out of our over 200 patents granted and pending, 35 of these patents are in conversational monetization. Because we predict that search traffic will change from keyword-based queries to conversational interactions, we have a large number of patents in the area of conversational advertising.

Employees

SoundHound currently has a team of over 400 members, 392 of which are full-time employees and 8 of which are part-time, with a presence spanning 16 countries.

Facilities

Our corporate headquarters is located in Santa Clara, California, within a consolidated building covering 61,360 square feet. Our lease began in 2017 and is set to expire in 2024. In addition to our headquarters, we lease offices in Boulder, CO; Toronto, Paris, Tokyo, and Beijing and leverage shared workspace offices in Berlin and Seoul.

Government Regulations

We are subject to various laws, regulations, and permitting requirements of federal, state, and local authorities, related to health and safety, anti-corruption and export controls. The foregoing may include the U.S. Foreign Corrupt Practices Act of 1977, the U.S. Export Administration Regulations, Money Laundering Control Act of 1986 and any other equivalent or comparable laws of other countries. We believe that we are in material compliance with all such laws, regulations, and permitting requirements.

Legal Proceedings

From time to time, we may become involved in actions, claims, suits and other legal proceedings arising in the ordinary course of our business, including assertions by third parties relating to personal injuries sustained using our products and services, intellectual property infringement, breaches of contract or warranties or employment-related matters. We are not currently a party to any actions, claims, suits or other legal proceedings the outcome of which, if determined adversely to us, would individually or in the aggregate have a material adverse effect on our business, financial condition and results of operations.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF ATSP

The following discussion and analysis of the ATSP’s financial condition and results of operations should be read in conjunction with our audited financial statements and the notes related thereto which are included elsewhere in this proxy statement/prospectus/consent solicitation. Certain information contained in the discussion and analysis set forth below includes forward-looking statements. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those set forth under “Cautionary Note Regarding Forward-Looking Statements.”

Overview

We were formed on September 15, 2020 for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more target businesses. Our efforts to identify a prospective target business will not be limited to a particular industry or geographic region, though we intend to focus our search on a business operating in the technology industry. We intend to utilize cash derived from the proceeds of this offering, our securities, debt or a combination of cash, securities and debt, in effecting a business combination.

All activity through September 30, 2021 relates to our formation, IPO, which was consummated on March 15, 2021, and search for a prospective initial business combination target.

Results of Operations

As of September 30, 2021, we have not commenced any operations. All activity for the period from September 15, 2020 (inception) through September 30, 2021 relates to our formation, IPO and, after our IPO, identifying a target company for a business combination. We will not generate any operating revenues until after the completion of our initial business combination, at the earliest. We will generate non-operating income in the form of interest income from the proceeds derived from the IPO and placed in the Trust Account.

For the three months ended September 30, 2021, we had a net loss of $191,075, which was comprised of operating costs of $229,484, interest income of $3,352 from marketable securities held in our Trust Account, and unrealized gain on change in fair value of Warrants of $35,057.

For the nine months ended September 30, 2021, we had a net loss of $345,648, which was comprised of operating costs of $461,826, interest income of $7,230 from marketable securities held in our Trust Account, and unrealized gain on change in fair value of Warrants of $108,948.

For the period from September 15, 2020 (inception) through September 30, 2020, we had a net loss of $716, which was comprised of operating costs of $716.

Liquidity and Capital Resources

On March 15, 2021, we consummated the IPO of 12,000,000 Units at a price of $10.00 per Unit, generating gross proceeds of $120,000,000. Simultaneously with the closing of the IPO, we consummated the sale of 390,000 Units at a price of $10.00 per Unit in a private placement to the Sponsor and EarlyBirdCapital, generating gross proceeds of $3,900,000.

On March 19, 2021, the underwriters partially exercised the over-allotment option to purchase 1,300,000 Public Units, at a purchase price of $10.00 per Unit, generating gross proceeds of $13,000,000. In connection with the underwriters’ exercise of their over-allotment option, we also consummated the sale of an additional 26,000 Private Units at $10.00 per Private Unit to the Sponsor and EarlyBirdCapital, generating gross proceeds of $260,000.

Following the closing of the IPO on March 15, 2021 and the underwriters’ partial exercise of over-allotment option on March 19, 2021, $133,000,000 from the net proceeds of the sale of the Units in the IPO and the sale of the Private Units was placed in the Trust Account and the remaining net proceeds was deposited in our operating bank account.

As of September 30, 2021, we had $628,652 of cash held outside of the Trust Account for our working capital needs.

Prior to the completion of the IPO, our liquidity needs had been satisfied through a payment from the Sponsor of $25,000 for the founder shares, and the loan under an unsecured promissory note from the Sponsor of $125,000. We fully paid the note to the Sponsor on March 15, 2021. Subsequent to the consummation of the IPO and private placement, our liquidity needs have been satisfied through the proceeds from the consummation of the private placement not held in the Trust Account.

In addition, in order to finance transaction costs in connection with a business combination, our Sponsor, initial stockholders, officers, directors and their affiliates may, but are not obligated to, provide us Working Capital Loans. To date, there were no amounts outstanding under any Working Capital Loans.

We anticipate that the $628,652 outside of the Trust Account as of September 30, 2021 will not be sufficient to allow us to operate for at least the next 12 months, assuming that a business combination is not consummated during that time. Moreover, we may need to obtain additional financing to consummate our initial business combination but there is no assurance that new financing will be available to us on commercially acceptable terms. Furthermore, if we are not able to consummate a business combination by September 15, 2022, it will trigger our automatic winding up, liquidation and dissolution. These conditions raise substantial doubt about our ability to continue as a going concern.

Critical Accounting Policies and Estimates

The preparation of the unaudited condensed financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. We have identified the following as our critical accounting policies:

Common Stock Subject to Possible Redemption

We account for common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The common stock feature certain redemption rights that is considered to be outside of our control and subject to the occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of our balance sheet.

Net Loss Per Common Share

Net loss per common share is computed by dividing net loss by the weighted average number of common stock outstanding for each of the periods. The calculation of diluted loss per common share does not consider the effect of the Warrants issued in connection with the (i) IPO, (ii) exercise of the overallotment and (iii) the private placement since the exercise price of the Warrants is higher than the market price. The Warrants are exercisable to purchase 6,858,000 shares of common stock in the aggregate.

Off-Balance Sheet Arrangements

As of September 30, 2021, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF SOUNDHOUND

You should read the following discussion and analysis of SoundHound’s financial condition and results of operations together with our condensed consolidated financial statements and the related notes appearing at the end of this proxy statement/prospectus/consent solicitation.    Some of the information contained in this discussion and analysis or set forth elsewhere in this proxy statement/prospectus/consent solicitation, including information with respect to SoundHound’s plans and strategy for its business and related financing, includes forward-looking statements that involve risks and uncertainties. As a result of many factors, including those factors set forth in the “Risk Factors” section of this proxy statement/prospectus/consent solicitation, our actual results could differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis. Unless otherwise indicated or the context otherwise requires, references in this section to “SoundHound,” “we,” “us,” “our” and other similar terms refer to SoundHound, Inc. and its subsidiaries prior to the Business Combination, which will be the business of SoundHound AI, Inc. and its consolidated subsidiaries after giving effect to the Business Combination.

Company Overview

We are a leading innovator of conversational intelligence, offering an independent Voice AI platform that enables businesses across industries to deliver high-quality conversational experiences to their customers. Built on proprietary Speech-to-Meaning, Deep Meaning Understanding and Collective AI breakthrough technologies developed over the past 16 years, our advanced Voice AI platform provides exceptional speed and accuracy and enables humans to interact with products and services like they interact with each other — by speaking naturally.

We believe voice-enabled conversational user interface is a more natural interface for nearly all use cases, and product creators should have the ability to design, customize, differentiate, innovate and monetize the interface to their own product, as opposed to outsourcing it to a third-party assistant. For example, using SoundHound, businesses can voice-enable their products so consumers can say things like, “Turn off the air conditioning and lower the windows,” while in their cars, “Find romantic comedies released in the last year,” while streaming on their TV and even place food orders before arriving at a restaurant by talking to their cars, TVs or other IoT devices. Additionally, SoundHound’s technology can address complex user queries such as, “Show me all restaurants within half a mile of the Space Needle that are open past 9pm on Wednesdays and have outdoor seating,” and follow-on qualifications such as “Okay, don’t show me anything with less than 3 stars or fast food.”

The SoundHound developer platform, Houndify, is an open-access platform that allows developers to leverage SoundHound’s Voice AI technology and a library of over 100 content domains, including commonly used domains for points of interest, weather, flight status, sports and more. Houndify’s Collective AI is an architecture for connecting domain knowledge that encourages collaboration and contribution among developers, is always learning, and is greater than the sum of its parts — ensuring the platform continues to become smarter at a faster rate.

SoundHound’s technology is live in production and at scale with companies around the globe, including Hyundai, Mercedes-Benz, Pandora, Deutsche Telekom, Snap, VIZIO, KIA and Stellantis. Houndify traffic has experienced 10x growth in the past 2 years, with 2x growth in approximately 6 months through June of this year. As a result, we are projected to surpass 1 billion annual queries in 2021.

Our current partners span multiple industries and geographies, and together have a combined reach of over 2 billion end users. By growing these strategic relationships, our year-over-year revenues have grown by more than 50% over the past three years. We project to exceed $1.0 billion in annual gross revenues within 5 years, and as a testament to the strength of our current revenue-generating strategic partnerships, a sizeasble portion of this future revenue is expected to come from existing customers.

Our market position is strengthened by the technical barriers to entry in the Voice AI space, which tend to discourage new market participants. Furthermore, our technology is backed by significant investments in intellectual property, with over 227 patents granted or pending, spanning multiple fields including speech recognition, natural language understanding, machine learning, monetization and more. We have achieved this critical momentum in part thanks to a long-tenured leadership team with deep expertise and proven ability to attract and retain talent. We believe that SoundHound has extensive technical expertise and a proven track record of innovation and value creation for us to continue to attract customers in the growing market for Voice AI transactions, which is estimated to grow to $160.0 billion by 2026.

We believe that SoundHound is well-positioned to fill the growing void and demand for an independent Voice AI platform. The Voice AI offerings from big tech companies are primarily an extension of their more core services and offerings. Rather than strengthening a customer’s product, it can take over the entire experience, thus disintermediating the company’s brand, users and data. As a result, brands relying on big tech mostly lose their ability to innovate, differentiate and customize. In some cases, these providers even compete with the products they support, making them increasingly less attractive as a choice for a voice interface.

The alternative options are generally legacy vendors tending to use dated technologies at a high price. Furthermore, many of these technologies still require significant effort by the product creators to turn them into solutions that can compete with the quality of the big tech offering, which in many cases is not practical. Due to the high barrier to entry in Voice AI, there are not many independent players.

This creates a unique opportunity for SoundHound: we provide disruptive technologies that are superior to the alternatives, with better terms, allowing customers to maintain their brand, control the user experience, get access to the data and define their own privacy policies, while being able to customize, differentiate, innovate and monetize.

When it comes to criteria for adoption, our goal is to win on every dimension. The first two criteria customers typically consider are technology and brand control. We strive to provide our customers with the best technology, and we provide a white label solution giving our customers control of their brands. In some industries you may have to choose between technology and brand control. In our case, we offer our customers the best of both, we enable them to offer disruptive technologies to their users while maintaining control of their brand and user experience.

With our disruptive monetization strategy, we also provide an additional path to monetization for our customer base. By choosing our platform, product creators can generate additional revenue while making their product better using Voice AI, providing further incentive to choose our platform.

We believe that we offer a superior ecosystem, benefitting from our Collective AI product architecture along with offering customers definable privacy controls, which are becoming increasingly important in the industry of Voice AI. Additionally, there is no conflict of interest between us and our partners and customers as we do not compete with them (as some other Voice AI vendors do). We also offer edge and hybrid solutions. This means our technology can optionally run without a cloud connection for increased flexibility and privacy. Our focus is on delivering the most advanced Voice AI in the world and thus allowing our partners to differentiate and innovate their overall experiences for their brands.

We strongly believe that product creators know their product and users best. The idea of a single third-party assistant taking over their product is not reflective of our anticipated future. We envision that every product will have its own identity, and they will have Voice AI customized in different ways. They can each tap into a single Collective AI to access the ever-growing set of domains, but the product creators can innovate on top of Collective AI and create value for the end users in their own way. This is the future that we are focusing on enabling.

When a product is voice enabled, we see three stages of integration and value propositions. The first stage is to enable the core use cases of the product. For example, the product could be a TV, a coffee machine, a car, a wearable device, a robot, a smart speaker or an appliance, and with your voice you can control the functionality of the device and the product. On a TV, you can ask it to change the channel, increase the volume, rewind by 30 seconds, search for movies and even add personalization by adding a TV show to your favorites. Note that this is different from adding a third-party voice assistant to the product. Our view is that every product needs to have an interface, and voice-AI is a natural and compelling interface that unlocks new use cases and potential. Consider just the simple example of rewinding or fast forwarding by a specific duration. That is a command that can be done with voice within a few seconds, but it can take many steps to do using alternative interfaces such as a remote control or a companion app.

Once the core features of a product are voice-enabled, it can be further enhanced in the second stage of integration: the addition of third-party content and domains. SoundHound has extensive partnerships with content providers and, through these partnerships, can fulfill many needs of our customers. For example, your TV, car or even a coffee machine can answer questions about weather, sports scores, stock prices or flight status, and even search for local businesses. The addition of these public domains further enhances the value proposition of the product.

Finally, as the third step, you enter the world of monetization where you can add features that deliver value to the end user, and also generate revenues that we share with the product creators. To summarize with an example, imagine walking up to your coffee machine and asking for a triple shot extra hot latte. While you are waiting for your drink, you can ask for weather and sports scores, and if you desire, you can even order bagels from your favorite nearby bakery.

There are three pillars to our revenue model. The first pillar is Product Royalties, where we voice enable a product and the product creator pays us a royalty based on volume, usage or duration. SoundHound collects royalties when Houndify is placed in a car, smart speaker or an appliance, for example.

The second pillar is Service Subscription. This is when, for example, SoundHound enables customer service or food ordering for restaurants or content management, appointments and voice commerce. And, for that, we generate subscription revenue from the service providers. Pillars one and two can grow independently and they are proven, established business models.

The third pillar is disruptive as it creates a monetization ecosystem that brings the services from pillar two to the products in pillar one. When the users of a voice-enabled product in pillar one access the voice-enabled services of pillar two, these services generate new leads and transactions. SoundHound generates monetization revenue from the services for generating these leads and transactions, and we will share the revenue with the product creators of pillar one. For example, when the driver of a voice-enabled car places an order to a restaurant that’s also voice enabled, we will have unlocked a seamless transaction. Accordingly, the restaurant will pay us for that order, and we will share that revenue with the product creator or the car manufacturer. In this example, each party receives value in the ecosystem. The restaurant is happy because they generated a new lead and booked a sale. The user is happy because they have received value through a natural ordering process, simply by speaking to their car. And the car manufacturer is happy because they delivered value to the end user and generated additional revenue from the usage of their product.

We expect this disruptive, three-pillar business model will create a monetization flywheel; as more products integrate into our platform, more users will use it and more services will choose to integrate as well. This creates even more usage, and results in a flow of revenue share to product creators, which further encourages even greater adoption and integration with our platform… and the cycle will perpetually continue and expand. This ecosystem increases adoption and increases our addressable market. All three pillars contribute to our revenues today in 2021. While the majority of the contribution is currently from our first pillar of royalties, over time, the subscription and monetization portions are expected to grow and make a bigger contribution to our overall revenue.

Recent Developments

ATSP Merger

On November 15, 2021, SoundHound entered into the Merger Agreement with ATSP, a special purpose acquisition company. The terms of the Merger Agreement provide that, effective at the time of the Business Combination, a merger subsidiary of ATSP will merge with and into SoundHound, with SoundHound surviving the merger and becoming a wholly-owned subsidiary of ATSP. Upon the Closing of the Business Combination, ATSP will change its name to SoundHound AI, Inc. Cash proceeds of the Business Combination will be funded through a combination of cash held in trust by ATSP (following satisfaction of redemptions by public stockholders), and $110.0 million in aggregate gross proceeds from the PIPE Investment that will close substantially contemporaneously with the Closing of the Business Combination. As of September 30, 2021, SoundHound had $27.3 million in cash and cash equivalents. After giving effect to these transactions, SoundHound could receive up to $244.0 million in proceeds (assuming that there are no redemptions by ATSP public stockholders, and including proceeds from the PIPE Investment), which are intended to be used for general corporate purposes, including investments in sales, marketing and advancement of product development, but which may also be used to acquire other companies in the Voice AI industry. SoundHound has not entered into any agreements to acquire companies in the Voice AI industry, nor does it require consummation of mergers or acquisitions of other businesses to achieve its stated goals. That said, if there are candidates that makes strategic, operational and financial sense, the Combined Company may consider such opportunities from time to time as they become available.

Accounting Impact of the Business Combination

The Business Combination will be accounted for as a “reverse recapitalization,” with no goodwill or other intangible assets recorded, in accordance with GAAP. A reverse recapitalization does not result in a new basis of accounting, and the financial statements of the combined entity represent the continuation of the financial statements of SoundHound in many respects.

Under this method of accounting, Archimedes will be treated as the “acquired” company for financial reporting purposes. For accounting purposes, SoundHound will be deemed to be the accounting acquirer in the transaction and, consequently, the transaction will be treated as a recapitalization of SoundHound (i.e., a capital transaction involving the issuance of stock by ATSP for the stock of SoundHound). Accordingly, the consolidated assets, liabilities and results of operations of SoundHound will become the historical financial statements of the Combined Company, and ATSP’s assets, liabilities and results of operations will be consolidated with SoundHound’s beginning on the acquisition date. Operations prior to the Business Combination will be presented as those of SoundHound in future reports. The net assets of SoundHound will be recognized at carrying value, with no goodwill or other intangible assets recorded.

Impact of COVID-19

As the full impact of the COVID-19 pandemic on our business continues to develop, we are closely monitoring the global situation. As a supplier to multiple industries, including the automotive industry, we are adversely impacted by the decline in the production of certain of our customers’ products in connection with the COVID-19 pandemic, including reductions in automotive production, chip shortages in the semiconductor industry and broader supply chain challenges across the globe. We are unable at this time to predict the full impact of COVID-19 on our operations, liquidity and financial results, and, depending on the magnitude and duration of the COVID-19 pandemic, such impact may be material. During the period ended September 30, 2021, the COVID-19 pandemic had an impact on our billings and revenue recognized from per unit royalties for Houndify Solutions which may also continue beyond fiscal 2021. Accordingly, may not be indicative of future results and trends for reasons other than COVID discussed herein may not be indicative of future operating results and trends. While we are unable to accurately predict the full impact that COVID-19 will have on our results from operations, financial condition, liquidity and cash flows due to numerous uncertainties, including the duration and severity of the pandemic and containment measures, these measures have impacted, and may continue to impact, our business, as well as our customers and consumers.

We have taken and plan to continue to take actions intended to mitigate the effects of the COVID-19 pandemic on our business. Among the efforts we have taken is a shift in a portion of our research and development and engineering workforces to support our professional service teams and their successful completion of customer project milestones to help mitigate the anticipated decline in revenues. We also reduced expenses by limiting discretionary spending, reducing third-party contractors, deferring the hiring of new employees and implementing a reduction in our workforce. In order to further conserve cash outflows, we implemented temporary reductions in salaries for our current named executive officers and other senior executives.

SoundHound continues to monitor its operations and government recommendations and has modified its operations because of the COVID-19 pandemic, including making remote work more accessible to its employees. SoundHound does not yet know the full extent of potential impacts on our business and operations. Given the extant uncertainty, SoundHound cannot reasonably estimate the impact on our future results of operations, cash flows or financial condition.

Factors Affecting Our Operating Results

SoundHound believes that its performance and future success depend on many factors that present significant opportunities for us but also pose risks and challenges, including the following:

•        Investments in Technology.    Our business model since inception has been to invest significantly in our Houndify platform technology in the form of dedicated research and development. We will continue to invest in the development of our software platform to deliver consumers with continually improving value and delight. Our investments include continuous enhancements to our ASR and NLU models, investments in data to help refine and improve our underlying algorithms, and other costs to attract and retain a world-class technical workforce.

•        Revenue Growth.    Our commercial success, including acceptance and use of our applications, will depend on a number of factors, some of which are beyond our control, such as size of the market opportunity, successful integration with original equipment manufacturers (“OEM”), competition and demand from the public and members of the conversational AI community. Our product offerings have disruptive effects in the ways human interact with computers and we are developing new, innovative economic models that we believe will enhance value to customers, partners and shareholders. For our revenue growth to continue, we will need to invest in sales and marketing to ensure our messaging, capabilities and offerings are well understood and valued by customers. With our primary focus on enterprise customers, we also need to align with enterprise sales cycles, which can be longer than consumer cycles.

•        Cost of Revenues.    The results of our business will depend in part on our ability to establish and increase our gross margins by scaling our business model and effectively managing our costs to produce our applications. Our revenue will be directly supported by data center investments in technology, both on premise and in the cloud. The associated workloads, along with supporting labor costs, will need to be managed effectively as we scale to improve our margins over time. Our Houndify platform is also powered by a library of over 100 content domains, including commonly used domains for points of interest, weather, flight status, sports and more.

•        Seasonality.    Our ability to accurately forecast demand for our technology could be negatively affected by many factors, including seasonal demand. We anticipate that we will experience fluctuations in customer and user demand based on seasonality. Given that we address markets across several different industry verticals, the associated overall seasonality impact to us may not be consistent year-to-year.

•        Development of International Markets.    We have rapidly expanded our capabilities and global reach. We have globalized our solution from 1 to 22 languages, with a roadmap of 38 languages and 114 acoustic variations. We view opportunities for conversational Voice AI to be global in reach, and we expect our growth to be fueled across multiple geographies.

•        Industry Risks.    The COVID-19 pandemic has adversely affected our business and results of operations as of September 30, 2021. The duration and extent to which the COVID-19 pandemic will continue to adversely impact our business and results of operations remains uncertain and could be material.

Basis of Presentation

The accompanying audited consolidated financial statements were prepared in accordance with U.S. GAAP for the year ended December 31, 2020 (“Fiscal 2020”) and the year ended December 31, 2019 (“Fiscal 2019”). The unaudited condensed consolidated financial statements were prepared in accordance with U.S. GAAP for the nine months ended September 30, 2021 and 2020.

Components of Our Results of Operations

Revenues

SoundHound generates revenues through: (1) ”Product Royalties,” meaning royalties from voice-enabled products which are driven by volume, usage, or life of applicable products and are affected by number of devices, users, and units of usage time, (2) “Service Subscriptions,” meaning subscription revenues, derived from monthly fees based on usage-based revenue, revenue per query or revenue per user and (3) “Monetization,” meaning revenues generated from focused ad targeting to users of products and services that employ our technologies.

“Houndified Products,” meaning products of our customers that employ SoundHound technology, and “Houndified Services,” meaning services provided to customers related to SoundHound technology, provide our customers with access to our Houndify platform over a contractual period without taking possession of the software. This generally includes revenues derived from up-front services (“professional services”) that develop and customize the Houndify platform to fit customers’ specific needs. These professional services are included in both our Product Royalties and Service Subscriptions revenues. Non-distinct professional services are recognized over the contractual life of the contract, whereas revenues from distinct professional services are recognized as the services are performed or when the services are complete depending on the arrangement.

We anticipate that we will experience fluctuations in our revenues from quarter-to-quarter due to a variety of factors, including the supply and demand of end user products such as automobiles, the size and success of our sales force and the number of users who are aware of and use our applications.

Operating Expenses

We classify our operating expenses into the following four categories, which are Cost of Revenues, Sales and Marketing, Research and Development, and General and Administrative. Excluding Cost of Revenues, each expense category includes overhead, including rent and related occupancy costs, which is allocated based on headcount.

Cost of Revenues

SoundHound’s cost of revenues are comprised of direct costs associated directly with SoundHound’s three revenue streams as described above. This primarily includes costs and depreciation related to hosting for cloud-based services, such as data centers, electricity charges, content fees and certain personnel-related expenses that are directly related to these revenue streams.

Sales and Marketing

Sales and marketing expenses consist of personnel-related expenses related costs of the sales and marketing team, promotional campaigns, advertising fees, and other marketing related costs. Advertising costs are expensed to sales and marketing when incurred.

Research and Development

Our research and development expenses are our largest operating expense as we continue to develop our software platforms and produce new technological capabilities.

The costs of these activities consist primarily of personnel-related expenses, third-party consultants and costs associated with technological supplies and materials, along with other direct and allocated expenses such as facility costs, depreciation, and other shared expenses. We expense research and development costs in the periods in which they are incurred. We expect that our research and development expenses will continue to increase as we continue to invest in development activities related to our current and future applications.

General and Administrative

General and administrative expenses consist of personnel-related costs, accounting and legal expenses, third-party consulting costs, insurance and allocated overhead including rent, depreciation and utilities.

We expect that our general and administrative expenses will increase due to our operations as a public company, including expenses related to compliance with the rules and regulations applicable to companies listed on a national securities exchange and related to compliance and reporting obligations pursuant to the rules and regulations of the SEC, as well as increased expenses for insurance (including director and officer insurance), investor relations activities and other administrative and professional services such as accounting, legal, regulatory and tax. We also expect our administrative expenses, including personnel related expenses, to increase as we increase our headcount and expand our facilities and information technology to support our operations as a public company. Our general and administrative expenses may fluctuate from period-to-period due to seasonality.

Interest Expense