United States securities and exchange commission logo
November 10, 2022
Dr. Keyvan Mohajer
Chief Executive Officer
SoundHound AI, Inc.
5400 Betsy Ross Drive
Santa Clara, CA 95054
Re: SoundHound AI, Inc.
Amendment No. 1 to
Registration Statement on Form S-1
Filed October 17,
2022
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 our comment, we may have additional comments. Our
reference to prior
comments are to comments in our October 5, 2022 letter.
Amendment No. 1 to Form S-1
General
1. We note your response
to prior comment 2 regarding the 250,000 commitment shares you
are registering for
resale by CF Principal Investments LLC. We have considered the
terms of these
commitment shares under the purchase agreement, as revised by the side
letter agreement
entered into between the company and CF Principal Investments on the
same date. As
structured, CF Principal Investments is acting as an underwriter of the
commitment shares in a
primary, at-the-market offering of the shares. Since the company
is not eligible to
conduct a primary, at-the-marketing offering, provide a fixed price at
which CF Principal
Investments will offer the commitment shares and identify CF
Principal Investments
as an underwriter of these shares.
Dr. Keyvan Mohajer
SoundHound AI, Inc.
November 10, 2022
Page 2
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 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
November 10, 2022 Page 2
cc: Matthew Bernstein, Esq.
FirstName LastName