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United States securities and exchange commission logo
February 9, 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
Registration
Statement on Form S-4
Filed January 11,
2022
File No. 333-262094
Dear Mr. Cannon:
We have reviewed your 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.
Registration Statement on Form S-4 Filed January 11, 2022
Do any of ATSP s directors or officers have interests that may
conflict..., page 14
1. Please disclose if the
sponsor and the company s officers and directors have any
fiduciary or
contractual obligations to other entities as well as any interest in, or
affiliation
with, SoundHound. If
so, clarify how the board considered such conflicts in negotiating
and recommending the
business combination. Also, we note ATSP's charter waived
the corporate
opportunities doctrine. Please address this potential conflict of interest
and whether it impacted
ATSP's search for an acquisition target.
2. Please clarify if the
sponsor and its affiliates can earn a positive rate of return on
their investment, even
if other SPAC shareholders experience a negative rate of return in
the post-business
combination company.
Stephen N. Cannon
FirstName
ArchimedesLastNameStephen N.Co
Cannon
Tech Spac Partners
Comapany9,NameArchimedes
February 2022 Tech Spac Partners Co
February
Page 2 9, 2022 Page 2
FirstName LastName
3. We note the disclosure on page 61 that ATSP's initial stockholders
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. Please add this
disclosure in the Q&A
and describe any consideration provided in exchange for the waiver of
such rights.
Questions and Answers about the Proposals
Are there any arrangements to help ensure that ATSP will have sufficient
funds..., page 14
4. Please highlight any material differences in the terms and price of
securities issued at
the time of the IPO as compared to the PIPE investment. Disclose if
the PIPE investors
include ATSP's sponsor, directors, officers or their affiliates.
How do I exercise my redemption rights?, page 15
5. Please quantify the value of warrants, based on recent trading prices,
that may be
retained by redeeming stockholders assuming maximum redemptions and
identify any
material resulting risks.
What approval is required by the SoundHound stockholders to adopt and approve
the Merger
Agreement and approve the Merger?, page 22
6. You disclose that SoundHound, ATSP and certain stockholders of
SoundHound entered
into support agreements pursuant to which stockholders of SoundHound
holding, in the
aggregate, approximately 50.98% of SoundHound s outstanding capital
stock, agreed to
vote all of their shares of SoundHound stock in favor of the merger
agreement. Please
disclose the percentage of shares not subject to the support
agreements that are required to
approve the merger agreement.
Risk Factors
SoundHound's operating results could be materially and adversely affected if it
loses any of its
largest customers, page 41
7. We note that two customers accounted for 58% of SoundHound's total
revenues through
the nine months ended September 30, 2021 and two customers accounted
for 42.8% of
total revenue in 2020. Please disclose the material terms of any
agreements with these
customers, including termination provisions.
SoundHound is subject to certain U.S. and foreign anti-corruption, page 47
8. Reference is made in this risk factor to SoundHound's interactions
with government-
affiliated hospitals and its plans to engage third-parties for
clinical trials. Given the nature
of SoundHound's business, please explain these references.
Third parties have claimed in the past and may claim in the future..., page 53
9. You disclose that SoundHound has been subject to claims and legal
actions alleging that
Stephen N. Cannon
FirstName
ArchimedesLastNameStephen N.Co
Cannon
Tech Spac Partners
Comapany9,NameArchimedes
February 2022 Tech Spac Partners Co
February
Page 3 9, 2022 Page 3
FirstName LastName
you may be infringing or contributing to the infringement of the
intellectual property
rights of others. Please disclose any material legal proceedings that
are currently pending.
SoundHound has no operating history as a publicly traded company..., page 58
10. Please explain the interest expenses you expect to incur as a result
of the business
combination.
Proposal 1 - The Business Combination Proposal
Background of the Business Combination, page 88
11. You disclose that ATSP evaluated approximately 50 potential target
businesses. Discuss
the process by which you determined not to proceed with any of the
targets. Explain
whether you engaged in any discussions with any of the potential
targets other than
SoundHound.
Certain SoundHound Projected Financial Information, page 94
12. We note that the SoundHound's projections assume revenue growth that
far exceeds
growth for the historical periods presented in the filing. Please
revise your filing to
provide more detailed disclosure of your growth assumptions, including
the growth rates
used, if applicable, as well as the reasons you believe these
assumptions are reasonable.
For example, disclose the actual amounts of additional revenue
SoundHound estimated it
would generate each year beginning in 2023 from new restaurant chains
and service
providers, new interactive voice response clients, and new automotive
and device clients
when it prepared its projections. In this regard, please also disclose
here and in
Management's Discussion the amount of the company's revenue that was
generated from
each of these categories of clients in fiscal years 2020 and 2021. As
part of your response,
explain how SoundHound concluded it had a reasonable basis to project
results five years
in the future.
Proposals 3A - 3F - The Advisory Proposals
Advisory Proposal 3B, page 103
13. Please discuss the effect of the proposal to authorize a dual class
common stock structure
in which the SoundHound Founders receive Class B common stock that are
entitled to
more votes that the Class A common stock.
Material U.S. Federal Tax Consequences
Tax Consequences of the Business Combination to U.S. Holders of SoundHound
Common
Stock, page 122
14. We note from your disclosure in this section and in the risk factor on
page 71 that the
parties intend that the merger will qualify as a reorganization under
Section 368(a) of the
Tax Code. Please file an opinion of counsel supporting such a
conclusion. Refer to Item
601(b)(8) of Regulation S-K. See also Staff Legal Bulletin No. 19 for
further guidance.
Stephen N. Cannon
Archimedes Tech Spac Partners Co
February 9, 2022
Page 4
Information about SoundHound
Market Opportunity, page 127
15. We note your reference to a study by Opus Research that was sponsored
by SoundHound.
Please file the consent of Opus Research as an exhibit to your
registration statement or
provide us with your analysis as to why you do not believe you are
required to do so.
Refer to Rule 436 under the Securities Act.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Impact of COVID-19, page 144
16. We note that the COVID-19 pandemic has had an impact on billings and
revenue and you
have taken actions intended to mitigate the effects of the COVID-19
pandemic on your
business such as the reduction of expenses. Please quantifying how
these items
contributed to your historical performance and are expected to impact
future results, to the
extent reasonably available. Refer to Item 303(b)(2)(ii) of Regulation
S-K and Sections
III.A and III.B.3 of SEC Release No. 33-8350.
Factors Affecting Our Operating Results, page 144
17. Please address how retention, renewals and recurring revenue have
impacted and are
expected to impact revenue growth. In this regard, we note from your
discussion in Risk
Factors that revenue could be negatively impacted if you are unable to
renew existing
service contracts and your business model is dependent, in part, on
your ability to
maintain and increase a customer base that generates recurring
revenues. In addition, we
note that your projected financial information is based, in part, on
the assumption that
existing renewable contracts will be renewed. Disclose the amount of
recurring renewable
revenue in each of the periods presented. Also tell us what measures
you use to manage
customer renewal and retention, and disclose such measures for each of
the periods
presented. Refer to Section III.B.1 of SEC Release No. 33-8350.
Components of Our Results of Operations
Revenues, page 145
18. We note the disclosure in the business section that in 2009, SoundHound
s founders
launched the SoundHound music identification app, which you claim has
generated tens
of millions in revenue. Please clarify how revenue is generated through
the music app, as
well as the amount of revenue attributable to the app for each period
included in the
financial statements.
FirstName LastNameStephen N. Cannon
Results of Operations, page 147
Comapany NameArchimedes Tech Spac Partners Co
19. Please
February discuss
9, 2022 Pagethe
4 reasons for the changes in revenue by geographic
location.
FirstName LastName
Stephen N. Cannon
FirstName
ArchimedesLastNameStephen N.Co
Cannon
Tech Spac Partners
Comapany9,NameArchimedes
February 2022 Tech Spac Partners Co
February
Page 5 9, 2022 Page 5
FirstName LastName
Liquidity and Capital Resources
Contractual and Other Obligations
Contractual Obligations, page 153
20. Please disclose the amount of the payments committed to under the
cloud services
agreement entered into in August 2021. Also refer to this contract in
your disclosure of
commitments and contingencies on page 155.
Cash Flows Used in Operating Activities, page 154
21. Please revise to provide a discussion of the underlying reasons for
changes in working
capital items that affect operating cash flows. For example, explain
what factors
contributed to the decrease in deferred revenue and the increase in
accounts receivable in
the nine months ended September 30, 2021. Also address your
concentration in accounts
receivable balances due from two customers. Refer to Section IV.B.1 of
SEC Release No.
33-8350.
Unaudited Pro Forma Condensed Combined Financial Information, page 160
22. Please address what consideration was given to the effect of the
following on your pro
forma financial information:
The accelerated maturity dates of the March 2021 Note and the
June 2021 Note,
based on the assumption that the SNAP June 2020 Convertible Note
will
automatically convert into equity securities;
The convertibility of the June 2021 Note;
The impact on the classification from any change in the terms
of the warrants to
purchase Series C preferred stock, as the underlying preferred
stock will be converted
into shares of common stock;
The accounting treatment of any vested warrants upon the
recapitalization. In this
regard, we note from your disclosure on page 25 that unvested
warrants will be
automatically converted into warrants to purchase shares of the
Class A Common
Stock; and
Any expected payment to holders of shares of SoundHound stock
who do not consent
to the adoption of the Merger Agreement and follow the procedures
specified under
Section 262 of the DGCL, as noted from your disclosure on page
23.
Directors and Executive Officers of the Combined Company after the Business
Combination
Executive Officers and Directors, page 191
23. For each director nominee, please briefly discuss the specific
experience, qualifications,
Stephen N. Cannon
FirstName
ArchimedesLastNameStephen N.Co
Cannon
Tech Spac Partners
Comapany9,NameArchimedes
February 2022 Tech Spac Partners Co
February
Page 6 9, 2022 Page 6
FirstName LastName
attributes or skills that led to the conclusion that such person
should serve as a director
after the Business Combination. Refer to Item 401(e)(1) of Regulation
S-K as required by
Item 19 of Form S-4. Also, although you provide biographies for
Messrs. Park
and Elahian on page 192, they are not listed as director nominees in
the table on page
191. Please advise.
Archimedes Tech SPAC Partners Co.
Notes to Financial Statements
Note 1 - Organization and Business Operation, page F-7
24. Please revise the statement that there have been no discussions
regarding the possibility of
a potential Business Combination in light of your subsequent events
disclosure on page F-
16.
Note 7 - Stockholders' Equity
Warrants, page F-15
25. We note that the exercise price of the warrants will be adjusted under
certain
circumstances. Please provide us with your accounting analysis of how
this provision
impacts the classification of the warrants.
Unaudited Condensed Statements of Changes in Stockholders' Equity, page F-19
26. We note that you reduced stockholders equity by $124,413,913 for
the subsequent
measurement of common stock subject to possible redemption. It appears
this relates to
the initial classification of the common stock subject to possible
redemption. Please
revise the description of the line item, accordingly. In addition,
please explain how you
computed the amount to reclassify. In this regard, we note the
separate line item for the
reclassification of offering costs related to Public Shares.
Notes to Unaudited Condensed Financial Statements
Note 2 - Restatement of Prior Period Financial Statements, page F-24
27. We note that you have determined that the errors and impact of the
misstatements were
material to previously presented financial statements. We further note
that the company
filed an Item 8.01 Form 8-K on March 19, 2021 that included an audited
balance sheet
dated March 15, 2021. Please explain why a restated balance sheet as
of March 15, 2021
was not subject to an audit. Provide your materiality analysis and
ensure that you address
that the changes to the line items are significant.
SoundHound, Inc.
Report of Independent Registered Public Accounting Firm, page F-76
28. Please explain why the financial statements for the year ended
December 31, 2019 were
audited by other auditors if your current audit firm has served as the
Company s auditors
since 2016.
Stephen N. Cannon
FirstName
ArchimedesLastNameStephen N.Co
Cannon
Tech Spac Partners
Comapany9,NameArchimedes
February 2022 Tech Spac Partners Co
February
Page 7 9, 2022 Page 7
FirstName LastName
Notes to Consolidated Financial Statements December 31, 2020
Note 1. Organization and Significant Accounting Policies
Nature of operations, page F-82
29. We note that the description of the nature of your operations appears
to emphasize a music
application, indicating that your latest product is Hound, while also
referring to your
Houndify platform. However, we note from your disclosure on page F-123
that all of
your revenue is generated from Houndified Products, Houndified
Services, and
Houndified Ads. Please ensure your disclosure accurately reflects your
sources of
revenue.
Contract Costs, page F-85
30. You indicate that revenue from the sale of your music search app is
deferred and the
related fee paid to the online storefront is also, therefore,
deferred. Please tell us where
you address the revenue recognition policy associated with this
revenue stream in your
revenue recognition note. Provide us with your accounting analysis of
the principal
versus agent considerations related to the net payment received from
the sale. Refer to
ASC 606-10-55-36 through 55-40.
Recent accounting pronouncements, page F-88
31. We note that you have elected to take advantage of the extended
transition period for the
implementation of new or revised accounting standards afforded under
the JOBS Act.
Please revise to ensure you disclose the effective date applicable to
your company for
each of the recent accounting pronouncements
Note 2. Revenue Recognition, page F-89
32. Please address your revenue recognition policy for any arrangements
where the platform
is accessed on-premise by your customers. In this regard, we note your
disclosure on page
136 that your technology can run without a cloud connection.
33. Please clarify the nature of revenue from traffic monetization. In
this regard, we note your
disclosure on page F-124 that revenue from monetization is generated
from Houndified
Ads. Tell us whether this is the same monetization revenue stream
discussed on pages
134 and 143. Refer to ASC 606-10-50-12(c).
34. Please disclose the amount of revenue from each category of
performance obligations
discussed in your revenue recognition policy. Refer to ASC
606-10-50-5.
Note 4. Fair Value Measurements, page F-93
35. Please clarify the statement that the derivative liabilities relate to
the Redemption Feature
which is bifurcated from convertible notes, in light of disclosures
elsewhere that your
derivatives relate to the conversion features of your convertible
notes and the Redemption
Stephen N. Cannon
FirstName
ArchimedesLastNameStephen N.Co
Cannon
Tech Spac Partners
Comapany9,NameArchimedes
February 2022 Tech Spac Partners Co
February
Page 8 9, 2022 Page 8
FirstName LastName
Features of the convertible notes do not meet the definition of
derivatives and are not
bifurcated, as noted on page F-97.
Notes to Unaudited Condensed Consolidated Financial Statements
Note 1. Organization
Other Risk and Uncertainties, page F-114
36. Please explain the statement that the COVID-19 pandemic and its
resulting economic and
other effects could result in significant adverse effects on our
customers that incorporate
your touch-enabling technologies. In this regard, we understand that
you sell voice-
enabled products.
Note 6. Warrants, page F-126
37. We note that you recorded the warrants initially at fair value as
paid-in-capital with a
discount to the March 2021 Note Payable and an asset related to the
June 2021 Note.
Please confirm that the proceeds were allocated based on the relative
fair value of the
warrants and the notes. Refer to ASC 470-20-25-2. In addition, you
indicate that the
warrants were classified as equity and are not subject to
remeasurement at the end of each
reporting period. However, you further indicate that the change in
fair value of the
warrant liability is recorded as other expense, net. Please clarify
your disclosures.
Note 7. Convertible Notes and Notes Payable, page F-126
38. Please revise to disclose more information about the terms of the
conversion provision of
the June 2021 Note. Provide us with your accounting analysis of this
feature under ASC
815.
39. Please provide us with your analysis of the current and non-current
balance sheet
classification of the March 2021 Note, the June 2020 Note, and the
June 2021 Note as of
September 30, 2021.
Note 14. Net Loss Per Share, page F-137
40. Please revise to include the number of Series C convertible preferred
stock warrants
outstanding in the total outstanding shares of potentially dilutive
securities as of
September 30, 2020.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
Stephen N. Cannon
Archimedes Tech Spac Partners Co
February 9, 2022
Page 9
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
February 9, 2022 Page 9
cc: Giovanni Caruso
FirstName LastName