Filed by Archimedes Tech SPAC Partners Co.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
of the Securities Exchange Act of 1934
Subject Company: SoundHound, Inc.
Commission File No. 333-262094
The email following was distributed to employees of SoundHound, Inc.
Team SoundHound,
We are making great progress in our de-SPAC and we wanted to give you an update. After filing the first draft of the S-4 in early January with the Securities and Exchange Commission (SEC), we received comments back in early February and quickly re-filed our responses to those comments. We expect a couple more rounds of comments from the SEC as is normal in these transactions. The engagement has been constructive and in a positive direction which gives us optimism around closing this transaction and becoming public, targeted for April.
Shareworks Migration: Blackout Period
There are several other requirements to becoming a public company, one of which will require us to upgrade our stock administration platform, Shareworks. To convert all of the outstanding employee equity grants to the public company platform, we will need to effectively shut down the system for a period of time and complete the migration before our close (what we previously communicated as the "blackout period"). While the exact timing of that shut down is not known yet with certainty, generally that period can last 2-3 weeks. We wanted to give you sufficient lead time in case you wanted to make any adjustments, like exercising your options or updating your contact information. To that end, and to be safe, we recommend that you assume the Shareworks system will be blocked for any updates or transactions as of March 15. Although not yet confirmed or finalized, we are planning to register the shares of SoundHound’s current shareholders that will be issued at the time of the business combination (which would includes shares issued pursuant to any option exercised prior to the blackout period, but not any unexercised options) so that those shares (if not subject to lock-up) can be traded shortly after closing, as opposed to waiting for the Form S-8 registration, which would occur approximately 2 months after closing. We will keep you updated with more details as we get closer to the final decision on timing, and we will seek to minimize the disruption, but we want to be transparent on the moving pieces knowing that it may be prudent to plan conservatively.
Upcoming Information
Our next company meeting will be in mid-March, where we will give you another status update and more information on what to expect as we go public. We have had a series of employee information sessions, providing an overview of the SPAC process, options and RSUs, and tax implications in the US. Thank you for the great engagement during those sessions. We will continue to keep you informed and equipped with useful information on equity, and what will happen in the de-SPAC process. Please keep an eye out for additional education sessions, and see below for useful information or where to go if you have questions.
Thank you for your continued focus and hard work.
Best regards,
Nitesh
Important Information and Where to Find It
This communication refers to a proposed transaction between Archimedes Tech SPAC Partners Co. ("Archimedes") and SoundHound, Inc. (“SoundHound”). This communication does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. In connection with the transaction described herein, Archimedes has filed relevant materials with the SEC, including a registration statement on Form S-4, which includes a preliminary proxy statement/prospectus. Security holders are encouraged to carefully review such information, including the risk factors and other disclosures therein. The definitive proxy statement/prospectus will be sent to all Archimedes stockholders. Archimedes also will file other documents regarding the proposed transaction with the SEC. Before making any voting or investment decision, investors and security holders of Archimedes are urged to read the registration statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC in connection with the proposed transaction as they become available because they will contain important information about the proposed transaction.
Investors and security holders may obtain free copies of the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC by Archimedes through the website maintained by the SEC at www.sec.gov or via the website maintained by Archimedes at www.archimedesspac.com or by emailing [email protected].
Participants in the Solicitation
Archimedes and SoundHound and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from Archimedes' stockholders in connection with the proposed transaction. Information about Archimedes' directors and executive officers and their ownership of Archimedes' securities is set forth in Archimedes' filings with the SEC. Additional information regarding the interests of those persons and other persons who may be deemed participants in the proposed transaction may be obtained by reading the proxy statement/prospectus regarding the proposed transaction. You may obtain free copies of these documents as described in the preceding paragraph.
Forward-Looking Statements
This communication contains forward-looking statements, which are based on estimates, assumptions, and expectations. Actual results and performance could differ materially and adversely from those expressed or implied in forward-looking statements. Archimedes and SoundHound do not undertake any obligation to update any forward-looking statements, except as required by law.