United States securities and exchange commission logo
March 30, 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. 3 to
Registration Statement on Form S-4
Filed March 25,
2022
File No. 333-262094
Dear Mr. Cannon:
We have reviewed your amended registration statement and have the
following
comment. In our comment, 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 comment applies 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 our comment, we may have additional comments.
Amendment No. 3 to Registration Statement on Form S-4
Unaudited Pro Forma Condensed Combined Financial Information, page 162
1. We note your disclosure
on page 175 that the pro forma combined financial statements do
not reflect the
issuance by SoundHound of shares of SoundHound Class B Common
Stock. Considering that
SoundHound s creation of the SoundHound Class B Common
Stock has now been
approved by the SoundHound stockholders, please explain why the
SoundHound Class B
Common Stock expected to be issued prior to closing and the
resulting incremental
compensation expense charge are not reflected in the pro forma
combined financial
statements.
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
Stephen N. Cannon
Archimedes Tech Spac Partners Co.
March 30, 2022
Page 2
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 30, 2022 Page 2
cc: Giovanni Caruso
FirstName LastName