United States securities and exchange commission logo
March 23, 2022
Stephen N. Cannon
Chief Executive Officer
Archimedes Tech Spac Partners Co.
2093 Philadelphia Pike #1968
Claymont, DE 19703
Re: Archimedes Tech
Spac Partners Co.
Amendment No. 2 to
Registration Statement on Form S-4
Filed March 10,
2022
File No. 333-262094
Dear Mr. Cannon:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our March
3, 2022 letter.
Amendment No. 2 to Registration Statement on Form S-4
Management's Discussion and Analysis of Financial Condition and Results
of Operations of
SoundHound
Factors Affecting Our Operating Results, page 148
1. We note your revised
disclosure in response to prior comment 3 explaining what you
consider to be customer
retention. You indicate that you consider revenue to be recurring
if your customer
contract does not terminate the relationship and you continue to provide
the customer with the
same or other services in the subsequent year. Please refrain from
referring to this
revenue as recurring when it appears that you are describing customer
retention.
Stephen N. Cannon
Archimedes Tech Spac Partners Co.
March 23, 2022
Page 2
Results of Operations, page 151
2. In your discussion of the changes in revenue by geographic location, you
refer to the
overall trend of international growth in Germany. However, we note that
the increase in
revenue in Germany was due to a one-time contract modification to end a
distinct
professional service contract prior to completion. Please clarify your
disclosure.
Unaudited Pro Forma Condensed Combined Financial Information, page 162
3. We note that you have assumed maximum redemptions. Tell us how you
determined you
will meet the minimum cash requirements provided in the merger agreement
based on the
balance of pro forma cash assuming maximum redemptions.
You may contact Melissa Walsh, Senior Staff Accountant, at (202)
551-3224 or Stephen
Krikorian, Accounting Branch Chief, at (202) 551-3488 if you have questions
regarding
comments on the financial statements and related matters. Please contact
Matthew Crispino,
Staff Attorney, at (202) 551-3456 or Jan Woo, Legal Branch Chief, at (202)
551-3453 with any
other questions.
Sincerely,
FirstName LastNameStephen N. Cannon
Division of
Corporation Finance
Comapany NameArchimedes Tech Spac Partners Co.
Office of Technology
March 23, 2022 Page 2
cc: Giovanni Caruso
FirstName LastName