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United States securities and exchange commission logo
June 9, 2022
Keyvan Mohajer
Chief Executive Officer and Director
SoundHound AI, Inc.
5400 Betsy Ross Drive
Santa Clara, CA 95054
Re: SoundHound AI, Inc.
Registration
Statement on S-1
Filed May 16, 2022
File No. 333-264972
Dear Dr. Mohajer:
We have limited our review of your registration statement to
those issues we have
addressed in our 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 S-1
Cover Page
1. For each of the Class A
common shares and warrants being registered for resale, disclose
the price that the
selling securityholders paid for such shares and warrants or the securities
overlying such shares
and warrants.
2. We note the significant
number of redemptions of your Class A common stock in
connection with your
business combination and that the shares being registered for resale
will constitute a
considerable percentage of your public float. We also note that certain of
the shares being
registered for resale were purchased by the selling securityholders for
prices considerably
below the current market price of the Class A common stock.
Highlight the
significant negative impact sales of shares on this registration statement
could have on the
public trading price of the Class A common stock.
Keyvan Mohajer
SoundHound AI, Inc.
June 9, 2022
Page 2
3. Please disclose on the cover page that cash proceeds associated with
the exercise of
warrants to purchase your Class A Shares are dependent on your stock
price, that the
warrants are currently out of the money and, therefore, the company is
unlikely to receive
proceeds from the exercise of the warrants. Provide similar disclosure
in the prospectus
summary, risk factors, MD&A and use of proceeds sections. As
applicable, describe the
impact on your liquidity.
Prospectus Summary
Risks Related to Our Business, page 10
4. You refer in this section to the risk that your management has limited
experience in
operating a public company, but you have not included a related risk
factor in the risk
factor section. Please add a risk factor. Also, disclose in the risk
factor that the
company did not timely file its Form 10-Q for the quarter ended March
31, 2021 and
address the risk that you may not be able to file timely in the
future.
Future sales, or the perception of future sales, of SoundHound AIs common stock
by
SoundHound AI or its existing stockholders..., page 30
5. You state that "[f]uture" sales of common stock issued in connection
with the Business
Combination or subject to registration rights agreements may cause the
market price of
your securities to drop significantly. This statement should be
updated given that this
prospectus is facilitating those sales. In this regard, you should
move the disclosure about
the substantial number of shares currently being offered from the risk
factor directly above
entitled, "We do not intend to pay cash dividends for the foreseeable
future." To illustrate
this risk, disclose the purchase price of the securities being
registered for resale and the
percentage that these shares currently represent of the total number
of shares outstanding.
Also disclose that even though the current trading price is
significantly below the SPAC
IPO price, certain of the private investors have an incentive to sell
because they will still
profit on sales because of the lower price that they purchased their
shares than the public
investors.
Selling Securityholders, page 102
6. You indicate on the prospectus cover page that you are registering the
resale of securities
held by EarlyBirdCapital and its affiliates. We note that
EarlyBirdCapital is a registered
broker-dealer. In the selling securityholder table, EarlyBirdCapital is
listed as
offering Class A common stock and warrants for resale. Please also
identify any affiliates
of EarlyBirdCapital who are offering securities. In addition, tell us
whether the securities
being offered by EarlyBirdCapital or its affiliates were received as
compensation or
FirstName LastNameKeyvan Mohajer
whether they were purchased, for example, in the private placement of
units in connection
Comapany
withNameSoundHound AI,public
the company's initial Inc. offering. Identify EarlyBirdCapital
and its affiliates as
June 9,underwriters
2022 Page 2 for those securities not received as compensation.
FirstName LastName
Keyvan Mohajer
FirstName LastNameKeyvan Mohajer
SoundHound AI, Inc.
Comapany
June 9, 2022NameSoundHound AI, Inc.
June 9,
Page 3 2022 Page 3
FirstName LastName
General
7. Please update your financial statements and related disclosures for
the quarter ended
March 31, 2022.
8. Revise your prospectus to disclose the price that each selling
securityholder paid for the
securities being registered for resale. Highlight any differences in
the current trading
price, the prices at which the Sponsor and other private investors
acquired their shares and
warrants, and the price that the public securityholders acquired their
shares and warrants.
Disclose that while the Sponsor and other private investors may
experience a positive rate
of return based on the current trading price, the public
securityholders may not experience
a similar rate of return on the securities they purchased due to
differences in the purchase
prices and the current trading price. Disclose the potential profit
the selling
securityholders will earn based on the current trading price.
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.
Please contact Matthew Crispino, Staff Attorney at (202) 551-3456 or
Kathleen Krebs,
Special Counsel, at (202) 551-3350 with any questions.
Sincerely,
Division of
Corporation Finance
Office of
Technology
cc: Jeffrey Rubin, Esq.