United States securities and exchange commission logo
February 13, 2023
Dr. Keyvan Mohajer
Chief Executive Officer
SoundHound AI, Inc.
5400 Betsy Ross Drive
Santa Clara, CA 95054
Re: SoundHound AI, Inc.
Amendment No. 3 to
Registration Statement on Form S-1
Filed February 10,
2023
File No. 333-267501
Dear Dr. Keyvan Mohajer:
We have limited our review of your registration statement to
those issues we have
addressed in our 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 this comment, we may have additional comments.
Amendment No. 3 to Form S-1
Recent Developments, page 9
1. We note you filed a
Form 8-K on January 24, 2023 that included a press release issued on
the same day providing
certain business updates and certain preliminary unaudited
financial and other
results for the fourth quarter of 2022 and fiscal year 2022. Please
provide the material
information from the press release in your recent developments
section. In addition,
where appropriate, please balance your preliminary revenue and gross
margin information by
presenting other measures of your performance such as operating
expenses and net income
(loss). To the extent this information is unavailable and you are
unable to provide
meaningful ranges, then revise your disclosure to provide qualitative
disclosure, as
applicable, to provide investors with an understanding of whether you have
experienced any
positive or negative trends in these areas during the period. Lastly, please
Dr. Keyvan Mohajer
SoundHound AI, Inc.
February 13, 2023
Page 2
confirm that actual results for the fourth quarter of 2022 and fiscal
year 2022 are not
expected to differ materially from the preliminary results.
Please contact Kathleen Krebs, Special Counsel, at 202-551-3350 or
Joshua
Shainess, Legal Branch Chief, at 202-551-7951 with any other questions.
Sincerely,
FirstName LastNameDr. Keyvan Mohajer
Division of
Corporation Finance
Comapany NameSoundHound AI, Inc.
Office of
Technology
February 13, 2023 Page 2
cc: Matthew Bernstein, Esq.
FirstName LastName