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United States securities and exchange commission logo
March 3, 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. 1 to
Registration Statement on Form S-4
Filed February 14,
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
February 9, 2022 letter.
Amendment No. 1 to Registration Statement on Form S-4
Material U.S. Federal Tax Consequences, page 120
1. We note your response
to prior comment 14 and that the opinions filed as Exhibits 8.1 and
8.2 are short-form tax
opinions. The short-form tax opinions and the tax disclosures in the
prospectus both must
clearly state that the disclosures in the tax consequences sections of
the prospectus are the
opinions of counsel. Refer to Section III.B.2 of Staff Legal
Bulleting No. 19.
Please revise the prospectus disclosure accordingly.
Management's Discussion and Analysis of Financial Condition and Results
of Operations
Company Overview, page 143
2. We note the revised
disclosure in response to prior comment 33 indicating that
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ArchimedesLastNameStephen N.Co
Cannon
Tech Spac Partners
Comapany
March NameArchimedes Tech Spac Partners Co
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monetization revenue was generated from the SoundHound music
identification app. You
also indicate in the response that this is the same monetization
revenue stream discussed
in the Information about SoundHound section and the Company Overview
section of
Management s Discussion and Analysis. However, it appears that
monetization revenue
discussed in these sections relates to the revenue generated from
services for generating
leads and transactions on voice-enabled products from the
voice-enabled services, which
you will share with the voice-enabled product creators. Please revise
your discussions on
pages 136 and 145 to indicate the amount of revenue, if any, that you
have generated in
each of the periods presented from monetization revenue, unrelated to
your SoundHound
music identification app.
Factors Affecting Our Operating Results, page 147
3. We note the revised disclosure in response to prior comment 17
indicating the amount of
renewable revenue in all periods presented is at least 90%. Please
further explain how this
percentage was computed. In this regard, we note from your discussion
of the change in
revenue in the nine months ended September 30, 2021 compared to the
nine months ended
September 30, 2020 on page 51 that $4.3 million of the increase in
revenue related to a
one-time contract modification to end a distinct professional service
contract prior to
completion and $0.7 million of the increase in revenue related to the
completion of
distinct professional services.
Results of Operations, page 150
4. In your discussion of the change in revenue in the nine months ended
September 30, 2021
and 2020, you indicate that $4.3 million of the increase was due to a
one-time contract
modification to end a distinct professional service contract prior to
completion. Please
explain the factors offsetting the increase in distinct professional
services, as we note from
your disclosure on page F-123 that professional services revenue only
increased by $3.0
million.
5. We note the revised disclosure in response to prior comment 19 in your
discussion of the
comparison of revenue in the nine months ended September 30, 2021 and
2020. Please
also address the reasons for changes in revenue by geographic location
in your
comparison of fiscal 2020 and fiscal 2019.
Cash Flows Used in Operating Activities, page 157
6. Please further revise your disclosure in response to prior comment 21
to address the
decrease in deferred revenue as a result of the modification of
certain contracts that
reduced the scope of the Company s performance obligations, as noted
from your
disclosure on page F-124.
Unaudited Pro Forma Condensed Combined Financial Information, page 160
7. In response to prior comment 22, you indicate that there is no impact
on the classification
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ArchimedesLastNameStephen N.Co
Cannon
Tech Spac Partners
Comapany
March NameArchimedes Tech Spac Partners Co
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related to changes in terms of the warrants to purchase Series C
preferred stock. Please
tell us what consideration you gave to giving effect to the Series C
warrants being fully
exercised for the Series C preferred stock that will convert into
shares of SoundHound
common stock immediately prior to effectiveness. Refer to Rule
11-01(a) of Regulation
S-X.
Notes to Unaudited Condensed Consolidated Financial Statements
Note 2. Revenue Recognition, page F-121
8. Please tell us which sources of revenue you have included in the over
time revenue and
point-in-time revenue disclosed on page F-123 and reconcile to your
disclosures
elsewhere. In this regard, we note your disclosure on page F-122 that
$5,803 and $1,333
of professional services revenue during the nine months ended
September 30, 2021 and
2020, respectively, was recognized at a point in time and monetization
revenue is
recognized at a point in time when the advertisements are placed.
9. We note the revised disclosure in response to prior comment 33
indicating that
monetization revenue was generated from the SoundHound music
identification app.
Explain why your disclosure on page F-124 indicates that revenue from
monetization is
generated from Houndified Ads and is largely transaction based,
consisting of focused ad
targeting to users of Houndified Products accessing Houndified
Services. Revise to
clarify, accordingly.
Note 7. Convertible Notes and Notes Payable, page F-126
10. Please revise your disclosure of the maturity of your convertible
notes and notes payable
throughout your filing to ensure the disclosures are consistent with
the terms in your
response to prior comment 39.
Note 14. Net Loss Per Share, page F-137
11. We note you included the number of Series C convertible preferred
stock warrants
outstanding in the table in response to prior comment 40. Revise to
also include the
warrants in the total amount accordingly.
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,
Division of
Corporation Finance
Stephen N. Cannon
Archimedes Tech Spac Partners Co
March 3, 2022
FirstName
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Comapany NameArchimedes Tech Spac Partners Co
Office of Technology
March 3, 2022 Page 4
cc: Giovanni Caruso
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