0001840856-24-000028 | 10-Q | XBRL Viewer

COMMITMENTS AND CONTINGENCIES (Tables)

6 Months Ended

Jun. 30, 2024

Commitments and Contingencies Disclosure [Abstract]

Schedule of Aggregate Noncancelable Future Minimum Payments

Aggregate non-cancelable future minimum payments were as follows as of June 30, 2024 (in thousands):


Remainder of 2024	$	5,500
2025	14,000
2026	16,000
2027	24,000
2028	24,000
Total	$	83,500

COMMON STOCK	6 Months Ended
COMMON STOCK	Jun. 30, 2024
Equity [Abstract]
COMMON STOCK	COMMON STOCK The Company is authorized to issue 500,000,000 shares of capital stock, consisting of (a) 455,000,000 shares of Class A Common Stock with a par value of $0.0001 per share, (b) 44,000,000 shares of Class B Common Stock with a par value of $0.0001 per share, and (c) 1,000,000 shares of preferred stock with a par value of $0.0001 per share. The outstanding shares of the Company’s common stock are fully paid and non-assessable. On all matters to be voted upon, subject to the rights of any holders of any series of preferred stock, holders of shares of Class A Common Stock and Class B Common Stock will vote together as a single class on all matters submitted to the stockholders for their vote or approval. Holders of Class A and B Common Stock are entitled to one vote and ten votes per share respectively on all matters submitted to the stockholders for their vote or approval. Each share of Class B Common Stock shall convert into one fully paid and nonassessable share of Class A Common Stock upon mandatory or optional conversion. Shares of Class B Common Stock will be automatically converted into shares of Class A Common Stock upon the occurrence of certain future events, generally including transfers, subject to limited exceptions set forth in the amended charter. The conversion of Class B Common Stock to Class A Common Stock will have the effect, over time, of increasing the relative voting power of those holders of Class B Common Stock who retain their shares in the long term. As a result, it is possible that one or more of the persons or entities holding our Class B Common Stock could gain significant voting control as other holders of Class B Common Stock sell or otherwise convert their shares into Class A Common Stock. During the three and six months ended June 30, 2024, certain holders of Class B Common Stock optionally converted zero and 4,750,000 shares, respectively, of Class B Common Stock into the same number of shares of Class A Common Stock. During the three and six months ended June 30, 2023, certain holders of Class B Common Stock optionally converted 1,700,000 shares of Class B Common Stock into the same number of shares of Class A Common Stock. Equity Line of Credit ("ELOC") On August 16, 2022, the Company entered into a common stock purchase agreement (“Common Stock Purchase Agreement”) and related registration rights agreement (the “CFPI Registration Rights Agreement”) with CF Principal Investments LLC (the “Counterparty”). Pursuant to the Common Stock Purchase Agreement, the Company had the right, but not the obligation, to direct the Counterparty to purchase up to 25,000,000 shares of Class A Common Stock, subject to certain limitations and conditions (the "ELOC Program") at a purchase price equal to 97% of the volume weighted average stock price for a given purchase date. In connection with the execution of the Common Stock Purchase Agreement and the side letter on February 14, 2023, the Company issued 250,000 shares of Common Stock (the “Initial Commitment Shares”), and additional cash commitment fee of $0.3 million. The Company recorded Common Stock Purchase Agreement as a derivative liability with an initial fair value of $1.1 million based on the upfront commitment fee in the form of proceeds from future issuance of commitment shares to the Counterparty plus certain fees and expenses as specified in the Purchase Agreement. The Company recorded loss on changes in the fair value of the derivative liability associated with the ELOC Program of $1.3 million and $1.9 million, respectively, for the three and six months ended June 30, 2023 as other income (expense), net on its condensed consolidated statements of operations and comprehensive loss. The Company incurred third-party costs of zero and $0.2 million, respectively, related to the execution of the Common Stock Purchase Agreement which were recorded as general and administrative expenses in the condensed consolidated statements of operations and comprehensive loss for the three and six months ended June 30, 2023. During the year ended December 31, 2023, the Company sold the entirety of the 25,000,000 shares for aggregate proceeds of approximately $71.7 million, with the volume weighted average stock price of shares purchased by the Counterparty ranging from $1.75 to $4.26 per share. Sales Agreement On July 28, 2023, the Company entered into a Controlled Equity Offering Sales Agreement (the “Sales Agreement”) with Cantor Fitzgerald & Co., H.C. Wainwright & Co., LLC, and D.A. Davidson & Co. (each a “Sales Agent” and collectively, the “Sales Agents”), pursuant to which the Company may offer and sell up to $150,000,000 of shares of our Class A Common Stock from time to time through or to the Sales Agents acting as agent or principal. Sales of our Class A Common Stock, if any, under the Sales Agreement will be made at market prices by any method that is deemed to be an “at the market offering” as defined in Rule 415 under the Securities Act. We will pay the Sales Agents commission for their services in acting as agent in the sale of our Class A Common Stock. The Sales Agents are entitled to aggregate compensation at a fixed commission rate of 2.5% of the gross sales price per share sold under the Sales Agreement. We have also agreed to reimburse the Sales Agents for certain specified expenses, including the reasonable and documented fees and disbursements of its legal counsel in an amount not to exceed $75,000 in the aggregate in connection with the execution of the Sales Agreement. During the three and six months ended June 30, 2024, the Company sold a total of zero and 37,907,219 shares, respectively, of our common stock under the Sales Agreement, at a weighted-average price of $3.62 per share and raised $137.3 million of gross proceeds, which resulted in complete utilization of the Sales Agreement as of March 31, 2024. After deducting approximately $3.4 million of commissions and offering costs incurred by the Company, the net proceeds from sales of common stock was $133.8 million. Equity Distribution Agreement On April 9, 2024, the Company entered into an Equity Distribution Agreement (the “Equity Distribution Agreement”) with Citigroup Global Markets Inc., Barclays Capital Inc., Wedbush Securities Inc., Northland Securities, Inc. and Ladenburg Thalmann & Co. Inc. (each, a “Manager,” and, collectively, the “Managers”) with respect to an at-the-market equity program under which the Company may offer and sell aggregate gross sale proceeds up to $150,000,000 of shares of its Class A Common Stock from time to time through the Managers (the “ATM Offering”). Sales of Class A Common Stock, if any, under the Equity Distribution Agreement will be made at market prices by any method that is deemed to be an “at the market offering” as defined in Rule 415 under the Securities Act. The Managers will be entitled to commission at a fixed rate of 2.5% of the gross sales price per share for their services in acting as agent in the sale of the Company's Class A Common Stock. The Company will reimburse the Managers for certain specified expenses in connection with the execution of the Equity Distribution Agreement. During the three and six months ended June 30, 2024, the Company sold a total of 21,228,617 shares of our common stock under the Equity Distribution Agreement, at a weighted-average price of $4.73 per share and raised $100.4 million of gross proceeds. After deducting approximately $2.5 million of commissions and offering costs incurred by the Company, the net proceeds from sales of common stock was $97.9 million. As of June 30, 2024, the Company had a remaining capacity to sell up to an additional $49.6 million of the Company's common stock under the Equity Distribution Agreement. Refer to Note 19 to the unaudited condensed consolidated financial statements for the completion of the ATM Offering in July, 2024.

- Definition

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-14

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 505
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478448/946-505-50-6

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480237/815-40-50-6

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480008/505-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(e)(1))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/505/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-14

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-14

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 16
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-16

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-18

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-18

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-18

+ Details

BUSINESS COMBINATIONS - Schedule of Preliminary Fair Values (Details) - USD ($) $ in Thousands	Jun. 14, 2024	Jan. 03, 2024
Synq3, Inc
Business Combination, Separately Recognized Transactions [Line Items]
Intangible assets		$ 12,705
Synq3, Inc \| Developed technology
Business Combination, Separately Recognized Transactions [Line Items]
Useful life		3 years
Intangible assets		$ 5,210
Synq3, Inc \| Customer relationships
Business Combination, Separately Recognized Transactions [Line Items]
Useful life		4 years
Intangible assets		$ 4,800
Synq3, Inc \| Tradename
Business Combination, Separately Recognized Transactions [Line Items]
Useful life		2 years
Intangible assets		$ 1,410
Synq3, Inc \| Conversation data
Business Combination, Separately Recognized Transactions [Line Items]
Useful life		2 years 6 months
Intangible assets		$ 1,285
Other Acquisition
Business Combination, Separately Recognized Transactions [Line Items]
Intangible assets	$ 2,550
Other Acquisition \| Developed technology
Business Combination, Separately Recognized Transactions [Line Items]
Useful life	3 years
Intangible assets	$ 1,530
Other Acquisition \| Customer relationships
Business Combination, Separately Recognized Transactions [Line Items]
Useful life	3 years
Intangible assets	$ 960
Other Acquisition \| Tradename
Business Combination, Separately Recognized Transactions [Line Items]
Useful life	3 years
Intangible assets	$ 60

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	6 Months Ended
	Jun. 30, 2024
Accounting Policies [Abstract]
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The (a) condensed consolidated balance sheet as of December 31, 2023, which has been derived from audited financial statements as filed in the Company’s Form 10-K, which was originally filed with the Securities and Exchange Commission ("SEC") on March 1, 2024 and (b) the unaudited interim condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and applicable rules and regulations of the SEC regarding annual financial reporting. Any reference in these notes to applicable accounting guidance is meant to refer to the authoritative U.S. GAAP included in the Accounting Standards Codification (“ASC”), and Accounting Standards Update (“ASU”) issued by the Financial Accounting Standards Board (“FASB”). The condensed consolidated financial statements have been prepared on a basis consistent with the audited consolidated financial statements and in the opinion of management, all adjustments, consisting of normal recurring adjustments, considered necessary for a fair statement of its financial position as of June 30, 2024, and its results of operations for the three and six months ended June 30, 2024, and 2023, and cash flows for the six months ended June 30, 2024 and 2023 have been included. The results of operations for the three and six months ended June 30, 2024 are not necessarily indicative of the results for the fiscal year ending December 31, 2024 or any future interim period. Certain information and note disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading. Significant Accounting Policies With the exception of the significant accounting policies related to the SYNQ3 Acquisition and other acquisition (each as defined in Note 3) which are disclosed below, there have been no material changes to our significant accounting policies disclosed in Note 2 - Basis of Presentation and Summary of Significant Accounting Policies of the Notes to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. Reclassification Certain accounts in the prior year condensed consolidated financial statements were reclassified to conform with the current year presentation. The reclassification had an immaterial impact on our consolidated balance sheet and statements of operations and comprehensive loss in the prior year period. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and judgments that affect the amounts reported and disclosures in the consolidated financial statements and accompanying notes. Such estimates include revenue recognition, allowance for credit losses, accrued liabilities, derivative and warrant liabilities, calculation of the incremental borrowing rate, financial instruments recorded at fair value on a recurring basis, the accounting for business combinations and allocating purchase price, valuation and estimating the useful life of identifiable intangible assets, probability of achievement of revenue estimates related to contingent earnout consideration and performance-based equity awards, valuation of deferred tax assets and uncertain tax positions and the fair value of common stock and other assumptions used to measure stock-based compensation expense. In connection with the measurement period for the acquisition of SYNQ3, management revised certain significant estimates during the three months ended June 30, 2024, which include, but are not limited to, the recognition and measurement of assumed contingent liabilities and deferred and contingent holdback consideration. The Company bases its estimates on historical experience, the current economic environment, and on assumptions it believes are reasonable under the circumstances. The Company adjusts such estimates and assumptions when facts and circumstances dictate. Changes in those estimates resulting from changes in the economic environment will be reflected in the financial statements in future periods. Actual results could differ materially from those estimates. Segment Information The Company has determined that the Chief Executive Officer is its chief operating decision maker. The Company’s Chief Executive Officer reviews discrete financial information on a consolidated basis for purposes of allocating resources and evaluating financial performance. Accordingly, the Company has determined that it operates as a single reportable segment. Concentrations of Credit Risk and Other Risks and Uncertainties Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash and cash equivalents, the balances of which frequently exceed federally insured limits. The Company regularly monitors its credit risk exposure and takes steps to mitigate the likelihood of these exposures resulting in actual loss. As of June 30, 2024, accounts receivable balances due from Customer A and C accounted for 27% and 17% of the Company’s accounts receivable balance, respectively. As of December 31, 2023, accounts receivable balances due from Customer A, C, and D accounted for 40%, 32% and 15% of the Company’s accounts receivable balance, respectively. As of June 30, 2024, unbilled receivables from Customer A, C and F accounted for 28%, 45% and 19% of the Company’s unbilled receivables balance, respectively. As of December 31, 2023, unbilled receivables from Customer A, B and C accounted for 59%, 16% and 11% of the Company’s unbilled receivables balance, respectively. For the three months ended June 30, 2024, Customer A and C accounted for 27% and 35% of the revenue, respectively. For the six months ended June 30, 2024, Customer A and C accounted for 27% and 29% of the revenue, respectively. For the three months ended June 30, 2023, Customer A, B and E accounted for 21%, 44% and 10% of revenue, respectively. For the six months ended June 30, 2023, Customer A, B, C and E accounted for 23%, 36%, 10% and 12% of revenue, respectively. Business Combinations and Contingent Consideration Business combinations are accounted for using the acquisition method. The Company allocates the fair value of the purchase price of an acquisition to the assets acquired and liabilities assumed, based on their estimated fair values as of the date of acquisition. The excess of the fair value of the purchase price over the fair values of these net tangible and intangible assets acquired is recorded as goodwill. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but the estimates and assumptions are inherently uncertain and subject to refinement. The estimates and assumptions used in valuing intangible assets include, but are not limited to, the amount and timing of projected future cash flows, discount rate used to determine the present value of these cash flows and asset lives. These estimates are inherently uncertain and, therefore, actual results may differ from the estimates made. As a result, during the measurement period of up to one year from the acquisition date, the Company may make adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the measurement period's conclusion or final determination of the fair value of the purchase price of an acquisition, whichever comes first, any subsequent adjustments are recorded to our condensed consolidated statements of operations. Acquisition-related expenses are recognized separately from the business combination and expensed as incurred. Certain business combinations include contingent consideration arrangements, which are generally based on achievement of future financial performance or future events. If it is determined the contingent consideration arrangement is not compensatory, the Company estimates fair value of contingent consideration payments as part of the initial purchase price and records the estimated fair value of contingent consideration as a liability in the condensed consolidated balance sheet. The Company reviews and assesses the estimated fair value of contingent consideration each reporting period, and the updated fair value could differ materially from the initial estimates. Adjustments to estimated fair value related to changes in fair value are reported as change in fair value of contingent acquisition liabilities in our condensed consolidated statements of operations. Goodwill Goodwill represents the excess of the purchase price in a business combination over the fair value of net assets acquired. Goodwill is not amortized but tested annually for impairment or when indicators of impairment are present. The test for goodwill impairment involves a qualitative assessment of impairment indicators. If indicators are present, a quantitative test of impairment is performed. Goodwill impairment, if any, is determined by comparing the reporting unit’s fair value to its carrying value. An impairment loss is recognized in an amount equal to the excess of the reporting unit’s carrying value over its fair value, up to the amount of goodwill allocated to the reporting unit. The Company's policy is to review goodwill for impairment annually on October 1st unless a triggering event requires an analysis sooner. There was no goodwill impairment for the three and six months ended June 30, 2024. Intangible Assets with Definite Lives The Company's intangible assets consist principally of developed technology, customer relationships, tradename, and conversation data. The Company assesses the appropriate method of amortization of the intangible assets that reflects the pattern in which the economic benefits of the intangible assets are consumed. The Company determined that a straight-line method of amortization was appropriate for its intangible assets. The remaining useful lives of long-lived assets are re-assessed periodically at the asset group level for any events and circumstances that may change the future cash flows expected to be generated from the long-lived asset or asset group. Intangible assets with definite lives are tested for impairment whenever events or changes in circumstances indicate the carrying value of a specific asset or asset group may not be recoverable. We assess the recoverability of intangible assets with definite lives at the asset group level. Asset groups are determined based upon the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. For the purpose of the recoverability test, we compare the total undiscounted future cash flows from the use and disposition of the assets with its net carrying amount. When the carrying value of the asset group exceeds the undiscounted future cash flows, the asset group is deemed to be impaired. The amount of the impairment loss represents the excess of the asset or asset group’s carrying value over its estimated fair value, which is generally determined based upon the present value of estimated future pre-tax cash flows that a market participant would expect from use and disposition of the long-lived asset or asset group. There were no intangible asset impairments in any of the periods presented. Recent Accounting Pronouncements — Not Yet Adopted In November 2023, the FASB issued ASU 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures," which expands disclosures about a public business entity's reportable segments and provides for more detailed information about a reportable segment's expenses. This guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, and requires retrospective application to all prior periods presented in the financial statements. Early adoption is permitted. Preliminarily, the Company will have increased disclosure requirements for its single reportable segment related to its significant segment expenses as well as additional information on its Chief Operating Decision Maker (“CODM”) and its use of reported measures. The Company will continue to evaluate this ASU to determine its impact on disclosures. In December 2023, the Financial Accounting Standards Board issued Accounting Standards Update No. 2023-09, which requires more detailed income tax disclosures. The guidance requires entities to disclose disaggregated information about their effective tax rate reconciliation as well as expanded information on income taxes paid by jurisdiction. The disclosure requirements will be applied on a prospective basis, with the option to apply them retrospectively. The standard is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact that the updated standard will have on the financial statement disclosures.

REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS - Schedule of Other Income (Expense), Net (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Error Corrections and Prior Period Adjustments Restatement [Line Items]
General and administrative	$ 9,535	$ 6,424	$ 19,802	$ 13,713
Loss from operations	(21,985)	(16,483)	(50,514)	(41,685)
Other income (expense), net	4,974	(835)	6,453	(1,638)
Total other expense, net	(14,699)	(6,407)	(18,884)	(8,306)
Loss before provision for income taxes	(36,684)	(22,890)	(69,398)	(49,991)
Net loss	(37,322)	(23,307)	(70,331)	(50,737)
Cumulative dividends attributable to Series A Preferred Stock	(73)	(877)	(416)	(1,559)
Net loss attributable to SoundHound common shareholders	$ (37,395)	$ (24,184)	$ (70,747)	$ (52,296)
Basic (in dollars per share)	$ (0.11)	$ (0.11)	$ (0.23)	$ (0.25)
Diluted (in dollars per share)	$ (0.11)	$ (0.11)	$ (0.23)	$ (0.25)
As Previously Reported
Error Corrections and Prior Period Adjustments Restatement [Line Items]
General and administrative		$ 6,377		$ 13,502
Loss from operations		(16,436)		(41,474)
Other income (expense), net		493		587
Total other expense, net		(5,079)		(6,081)
Loss before provision for income taxes		(21,515)		(47,555)
Net loss		(21,932)		(48,301)
Cumulative dividends attributable to Series A Preferred Stock		0		0
Net loss attributable to SoundHound common shareholders		$ (21,932)		$ (48,301)
Basic (in dollars per share)		$ (0.10)		$ (0.23)
Diluted (in dollars per share)		$ (0.10)		$ (0.23)
Adjustment
Error Corrections and Prior Period Adjustments Restatement [Line Items]
General and administrative		$ 47		$ 211
Loss from operations		(47)		(211)
Other income (expense), net		(1,328)		(2,225)
Total other expense, net		(1,328)		(2,225)
Loss before provision for income taxes		(1,375)		(2,436)
Net loss		(1,375)		(2,436)
Cumulative dividends attributable to Series A Preferred Stock		(877)		(1,559)
Net loss attributable to SoundHound common shareholders		$ (2,252)		$ (3,995)
Basic (in dollars per share)		$ (0.01)		$ (0.02)
Diluted (in dollars per share)		$ (0.01)		$ (0.02)

FAIR VALUE MEASUREMENTS - Schedule of earnout consideration measured at fair value (Details) - Fair Value, Recurring - USD ($) $ in Thousands	3 Months Ended
	Jun. 30, 2024	Mar. 31, 2024
Contingent holdback consideration
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Liability, beginning balance	$ 2,551	$ 0
Acquisition of SYNQ3		981
Measurement period adjustments	(554)
Change in the fair value of liability	(1,224)	1,570
Liability, ending balance	773	2,551
Contingent earnout consideration
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Liability, beginning balance	4,268	0
Acquisition of SYNQ3		1,676
Change in the fair value of liability	142	2,592
Liability, ending balance	$ 4,410	$ 4,268

ACCRUED LIABILITIES (Tables)

6 Months Ended

Jun. 30, 2024

Other Liabilities Disclosure [Abstract]

Schedule of Accrued Liabilities

Accrued liabilities consisted of the following (in thousands):


	June 30, 2024		December 31, 2023
Accrued compensation expenses	$	6,382	$	6,961
Accrued vendor payables	4,319		3,792
Accrued lender fees	—		2,603
Accrued litigation liabilities	1,932		—
Other accrued liabilities	514		528
	$	13,147	$	13,884

REVENUE RECOGNITION - Schedule of revenues under each performance (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Disaggregation of Revenue
Revenues	$ 13,462	$ 8,751	$ 25,056	$ 15,458
Hosted services
Disaggregation of Revenue
Revenues	8,524	3,746	17,431	8,491
Professional services
Disaggregation of Revenue
Revenues	1,424	4,284	2,896	5,927
Licensing
Disaggregation of Revenue
Revenues	3,413	559	4,506	738
Monetization
Disaggregation of Revenue
Revenues	$ 101	$ 162	$ 223	$ 302

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

- Definition

Amount, including tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value-added and excise.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 41
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-41

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 270
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482964/270-10-50-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (ee)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-32

Reference 4: http://fasb.org/us-gaap/role/ref/otherTransitionRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-32

Reference 5: http://fasb.org/us-gaap/role/ref/otherTransitionRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-32

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 924
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 11.L)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479941/924-10-S99-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-5

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 30
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-30

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 42
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-42

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-22

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 40
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-40

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-22

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-4

+ Details

REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

6 Months Ended

Jun. 30, 2024

Accounting Changes and Error Corrections [Abstract]

REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

During the period ended September 30, 2023, the Company identified immaterial prior period errors related to following: 1) accounting for the ELOC as a derivative instrument; 2) classification of Lender Fees and allocation of the warrants in connection with the Term Loan; and 3) the incorrect recording of in-kind dividends associated with the Company’s Series A Preferred Stock. The identified errors were included in the Company's previously issued quarterly condensed consolidated financial statements for the three and six months ended June 30, 2023.

In accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements;” the Company evaluated the errors and determined that the related impacts were not material to its condensed consolidated financial statements for the prior year periods when they occurred, but the Company determined it would be appropriate to correct the errors in the current period in the Company’s consolidated statements of operations and comprehensive loss, consolidated balance sheets, consolidated statements of cash flows or consolidated statements of stockholders’ deficit for any periods impacted.

The Company has revised the previously issued condensed consolidated balance sheets, condensed consolidated statements of operations and comprehensive loss, condensed consolidated statements of cash flows and condensed consolidated statements of redeemable convertible preferred stock and stockholders’ deficit as of and for the three and six months ended June 30, 2023, and as of and for the three months ended March 31, 2023. All relevant prior period amounts affected by these revisions have been corrected in the notes in this Form 10-Q.

The following tables reflect the impact of these revisions on the Company’s unaudited condensed consolidated financial statements as of and for the three and six months ended June 30, 2023 (dollars in thousands, except per share amounts):


	June 30, 2023
Condensed Consolidated Balance Sheet	As Previously Reported		Adjustment		As Revised
Accrued liabilities	$	16,381	$	(2,872)	$	13,509
Total current liabilities	27,003		(2,872)		24,131
Notes payable, net of current portion	66,428		15,872		82,300
Other non-current liabilities	16,824		(12,821)		4,003
Total liabilities	118,789		179		118,968
Additional paid-in capital	564,197		3,597		567,794
Accumulated deficit	(550,403)		(3,776)		(554,179)
Total stockholders’ equity	38,789		(179)		38,610
Total liabilities and stockholders’ equity	$	157,578	$	—	$	157,578


	Three Months Ended June 30, 2023
Condensed Consolidated Statements of Operations And Comprehensive Loss	As Previously Reported		Adjustment		As Revised
General and administrative	$	6,377	$	47	$	6,424
Loss from operations	(16,436)		(47)		(16,483)
Other income (expense), net	493		(1,328)		(835)
Total other expense, net	(5,079)		(1,328)		(6,407)
Loss before provision for income taxes	(21,515)		(1,375)		(22,890)
Net loss	(21,932)		(1,375)		(23,307)
Less: accrual of Series A Preferred Stock paid-in-kind dividends	—		(877)		(877)
Net loss attributable to common stockholders	$	(21,932)	$	(2,252)	$	(24,184)

Net loss per share:
Basic and diluted	$	(0.10)	$	(0.01)	$	(0.11)


	Six Months Ended June 30, 2023
Condensed Consolidated Statements of Operations And Comprehensive Loss	As Previously Reported		Adjustment		As Revised
General and administrative	$	13,502	$	211	$	13,713
Loss from operations	(41,474)		(211)		(41,685)
Other income (expense), net	587		(2,225)		(1,638)
Total other expense, net	(6,081)		(2,225)		(8,306)
Loss before provision for income taxes	(47,555)		(2,436)		(49,991)
Net loss	(48,301)		(2,436)		(50,737)
Less: accrual of Series A Preferred Stock paid-in-kind dividends	—		(1,559)		(1,559)
Net loss attributable to common stockholders	$	(48,301)	$	(3,995)	$	(52,296)

Net loss per share:
Basic and diluted	$	(0.23)	$	(0.02)	$	(0.25)


	Three Months Ended June 30, 2023
Condensed Consolidated Statement of Stockholders' Equity (Deficit)	As Previously Reported		Adjustment		As Revised
Additional paid-in capital	$	564,197	$	3,597	$	567,794
Accumulated deficit	(550,403)		(3,776)		(554,179)
Net loss	$	(21,932)	$	(1,375)	$	(23,307)


	Six Months Ended June 30, 2023
Condensed Consolidated Statements of Cash Flows	As Previously Reported		Adjustment		As Revised
Net loss	$	(48,301)	$	(2,436)	$	(50,737)
Adjustments to reconcile net loss to net cash used in operating activities:
Loss on change in fair value of ELOC program	—		1,901		1,901
Changes in operating assets and liabilities
Other non-current assets	628		(265)		363
Accrued liabilities	5,045		250		5,295
Net cash used in operating activities	(33,651)		(550)		(34,201)
Proceeds from sales of common stock under the ELOC program, net	70,905		550		71,455
Net cash provided by financing activities	$	154,008	$	550	$	154,558

Noncash financing activities:
Accrued and unpaid debt issuance costs	$	16,461	$	(16,461)	$	—
Non-cash debt discount	4,315		(179)		4,136
Issuance of common stock to settle commitment shares related to the ELOC program	$	—	$	915	$	915

SUBSEQUENT EVENT	6 Months Ended
SUBSEQUENT EVENT	Jun. 30, 2024
Subsequent Events [Abstract]
SUBSEQUENT EVENT	SUBSEQUENT EVENTS During July 2024, the Company sold 10,465,581 shares of our common stock under the Equity Distribution Agreement at an average price of $4.74 per share for $49.6 million of gross proceeds. The commissions and offering costs borne by the Company were approximately $1.2 million. Following this issuance, the Company has fully utilized the capacity to sell Company's common stock under the Equity Distribution Agreement. On August 6, 2024, the Company acquired all the capital stock of Amelia Holdings, Inc., a privately-held company which provides a conversational AI platform, for approximately $80.0 million of consideration, consisting of $10.0 million of cash and 13,084,112 shares of the Company's Class A Common Stock, subject to adjustments set forth in the purchase agreement. In addition, the Company has agreed to issue up to 16,822,429 shares of its Class A Common Stock in additional consideration to the sellers based on the achievement of certain revenue targets for 2025 and 2026. In connection with the transaction, the Company assumed a senior secured term loan facility with a maturity date of June 30, 2026, and on August 7, 2024, the Company paid $70.0 million to retire a majority of the assumed debt, leaving a remaining balance of approximately $39.7 million. Given the acquisition date, the Company is in the process of developing its fair value assumptions for the consideration, assets acquired, and liabilities assumed. As a result, we are unable to provide the amounts recognized as of the acquisition date for the major classes of assets acquired and liabilities assumed.

NET LOSS PER SHARE (Tables)

6 Months Ended

Jun. 30, 2024

Earnings Per Share [Abstract]

Schedule of Calculation of Basic and Diluted Net Loss Per Share Attributable to Common Stockholders

The following table presents the calculation of basic and diluted net loss per share attributable to common stockholders for the three and six months ended June 30, 2024 and 2023:


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Numerator:
Net loss	$	(37,322)	$	(23,307)	$	(70,331)	$	(50,737)
Cumulative dividends attributable to Series A Preferred Stock	(73)		(877)		(416)		(1,559)
Net loss attributable to SoundHound common shareholders (in thousands)	$	(37,395)	$	(24,184)	$	(70,747)	$	(52,296)
Denominator:
Weighted average shares outstanding – basic and dilutive	331,830,608		220,772,111		309,213,583		212,970,561
Basic and diluted net loss per share	$	(0.11)	$	(0.11)	$	(0.23)	$	(0.25)

Schedule of Outstanding Shares of Potentially Dilutive Securities

The following table summarizes the outstanding shares of potentially dilutive securities that were excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive for the three and six months ended June 30, 2024 and 2023:


	As of June 30,
	2024	2023
Stock-based awards	28,919,026	31,295,962
Series A Preferred Stock	—	25,050,330
Common stock warrants	3,665,996	6,967,532
Unvested restricted share awards	2,033,156	—
Contingently issuable shares	1,906,746	—
Total	36,524,924	63,313,824

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Summary of Significant Accounting Policies (Details)
Goodwill impairment	$ 0		$ 0
Intangible asset impairment	$ 0	$ 0	$ 0	$ 0
Customer B \| Revenue \| Customer Concentration Risk
Summary of Significant Accounting Policies (Details)
Concentration (percent)		44.00%		36.00%
Customer B \| Unbilled Receivables \| Customer Concentration Risk
Summary of Significant Accounting Policies (Details)
Concentration (percent)					16.00%
Customer D \| Accounts Receivable \| Customer Concentration Risk
Summary of Significant Accounting Policies (Details)
Concentration (percent)					15.00%
Customer E \| Revenue \| Customer Concentration Risk
Summary of Significant Accounting Policies (Details)
Concentration (percent)		10.00%		12.00%
Customer A \| Accounts Receivable \| Customer Concentration Risk
Summary of Significant Accounting Policies (Details)
Concentration (percent)			27.00%		40.00%
Customer A \| Revenue \| Customer Concentration Risk
Summary of Significant Accounting Policies (Details)
Concentration (percent)	27.00%	21.00%	27.00%	23.00%
Customer A \| Unbilled Receivables \| Customer Concentration Risk
Summary of Significant Accounting Policies (Details)
Concentration (percent)			28.00%		59.00%
Customer C \| Accounts Receivable \| Customer Concentration Risk
Summary of Significant Accounting Policies (Details)
Concentration (percent)			17.00%		32.00%
Customer C \| Revenue \| Customer Concentration Risk
Summary of Significant Accounting Policies (Details)
Concentration (percent)	35.00%		29.00%	10.00%
Customer C \| Unbilled Receivables \| Customer Concentration Risk
Summary of Significant Accounting Policies (Details)
Concentration (percent)			45.00%		11.00%
Customer F \| Unbilled Receivables \| Customer Concentration Risk
Summary of Significant Accounting Policies (Details)
Concentration (percent)			19.00%

ORGANIZATION	6 Months Ended
ORGANIZATION	Jun. 30, 2024
Accounting Policies [Abstract]
ORGANIZATION	ORGANIZATION Nature of Operations SoundHound AI, Inc. (“we," "us," "our," "SoundHound” or the “Company”) turns sound into understanding and actionable meaning. SoundHound’s technology applications enable humans to interact with the things around them in the same way they interact with each other: by speaking naturally to mobile phones, cars, televisions, music speakers, coffee machines, and every other part of the emerging “connected” world. SoundHound's voice AI platform enables product creators to develop their own voice interfaces with their customers. The SoundHound Chat AI voice assistant allows businesses and brands to provide a next-generation voice experience for their users, seamlessly integrating Generative AI and a mix of real-time information domains. Houndify is an open-access platform that allows developers to leverage SoundHound’s Voice AI technology. The Company has developed a range of proprietary technologies on our voice AI platform, including Speech-to-Meaning, Deep Meaning Understanding, Collective AI, Dynamic Interaction and SoundHound Chat AI. The SoundHound music app allows customers to identify and play songs by singing or humming into the smartphone’s microphone, or by identifying the sound playing in the background from external sources. SoundHound also provides edge, cloud and hybrid (Edge+Cloud) connectivity solutions that allow brands to optimize their voice-enabled products and devices with options ranging from fully-embedded to exclusively cloud-connected. On January 3, 2024, the Company completed the acquisition of Synq3, Inc. ("SYNQ3") in a cash and stock transaction. On June 14, 2024, the Company completed an immaterial acquisition in a cash transaction. Refer to Note 3 for additional information. Going Concern Since inception, the Company has generated recurring losses as well as negative operating cash flows and reported a net loss of $37.3 million and $70.3 million, respectively, for the three and six months ended June 30, 2024. As of June 30, 2024, the Company had an accumulated deficit of $662.7 million. Management expects to continue to incur additional substantial losses in the foreseeable future. The Company has historically funded its operations primarily through equity or debt financings. Total unrestricted cash and cash equivalents on hand as of June 30, 2024 was $200.2 million. Although the Company has incurred recurring losses each year since its inception, the Company expects it will be able to fund its operations for at least the next twelve months from the date these condensed consolidated financial statements are issued. The Company may seek funding through additional debt or equity financing arrangements to continue financing its operations. Refer to Note 19 for information regarding the Company's equity financing activity subsequent to June 30, 2024. The Company's condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business.

REVENUE RECOGNITION (Tables)

6 Months Ended

Jun. 30, 2024

Revenue from Contract with Customer [Abstract]

Schedule of Disaggregate Revenue

For the three and six months ended June 30, 2024 and 2023, revenue under each performance obligation was as follows (in thousands):


Three Months Ended June 30,		Six Months Ended June 30,
2024	2023	2024	2023


Hosted services	$	8,524	$	3,746	$	17,431	$	8,491
Professional services	1,424		4,284		2,896		5,927
Licensing	3,413		559		4,506		738
Monetization	101		162		223		302
Total	$	13,462	$	8,751	$	25,056	$	15,458

For the three and six months ended June 30, 2024 and 2023, the disaggregated revenue by geographic location was as follows* (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
United States	3,844		704		7,578		1,490
Korea	3,559		2,323		6,957		4,582
France	4,688		847		7,254		1,577
Japan	922		922		1,845		1,859
Germany	140		3,813		140		5,601
Other	309		142		1,282		349
Total	$	13,462	$	8,751	$	25,056	$	15,458

*Revenue by geographic region is allocated to individual countries based on the billing location of the customer. The end customer location may be different than the customer's billing location.

For the three and six months ended June 30, 2024 and 2023, the disaggregated revenue by recognition pattern was as follows (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Over time revenue	$	9,903	$	8,030	$	20,283	$	13,535
Point-in-time	3,559		721		4,773		1,923
Total	$	13,462	$	8,751	$	25,056	$	15,458

For the three and six months ended June 30, 2024 and 2023, the disaggregated revenue by service type was as follows (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Product royalties	$	9,723	$	8,180	$	17,612	$	14,356
Service subscriptions	3,638		409		7,221		800
Monetization	101		162		223		302
Total	$	13,462	$	8,751	25,056		$	15,458

Contract with Customer, Contract Asset, Contract Liability, and Receivable

The contract asset and unbilled accounts receivable, net as of June 30, 2024 and December 31, 2023 consists of the following (in thousands):


	Balance Sheet Presentation	June 30, 2024		December 31, 2023
Unbilled account receivables - current	Contract assets and unbilled receivables, net of allowance for credit losses	$	9,859	$	5,138
Contract assets - current	Contract assets and unbilled receivables, net of allowance for credit losses	5,033		6,642
Unbilled account receivables - non-current	Contract assets and unbilled receivables, non-current, net of allowance for credit losses	1,896		—
Contract assets - non-current	Contract assets and unbilled receivables, non-current, net of allowance for credit losses	13,622		16,492

BUSINESS COMBINATIONS - Schedule of Proforma (Details) - Synq3, Inc - USD ($) $ in Thousands	3 Months Ended	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2023
Business Combination Segment Allocation [Line Items]
Revenue	$ 12,535	$ 23,340
Net loss attributable to SoundHound AI, Inc.	$ (26,190)	$ (56,997)

FAIR VALUE MEASUREMENTS (Tables)

6 Months Ended

Jun. 30, 2024

Fair Value Disclosures [Abstract]

Schedule of Financial Instruments Measured at Fair Value

The following table presents the fair value of the Company's financial instruments that are measured or disclosed at fair value on a recurring basis (in thousands):


	June 30, 2024
	Level 1		Level 2		Level 3
Assets:
Cash equivalents
Treasury bills	$	37,015	$	—	$	—
Money market funds	159,462		—		—
Total assets	$	196,477	$	—	$	—
Liabilities:
Other current liabilities
Contingent holdback consideration	$	—	$	—	$	773
Contingent acquisition liabilities
Contingent earnout consideration	—		—		4,410
Total liabilities	$	—	$	—	$	5,183


	December 31, 2023
	Level 1		Level 2		Level 3
Assets:
Cash equivalents:
Treasury bills	$	35,961	$	—	$	—
Money market funds	54,542		—		—
Total assets	$	90,503	$	—	$	—

Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation

The reconciliation of the Company's Contingent Holdback Consideration measured at fair value, including the effect of measurement period adjustments, on a recurring basis using unobservable inputs (Level 3) is as follows:


Balance as of December 31, 2023	$	—
Acquisition of SYNQ3	981
Change in the fair value of liability	1,570
Balance as of March 31, 2024	$	2,551
Measurement period adjustments	(554)
Change in the fair value of liability	(1,224)
Balance as of June 30, 2024	$	773

The reconciliation of the Company's Earnout Consideration measured at fair value on a recurring basis using unobservable inputs (Level 3) is as follows:


Balance as of December 31, 2023	$	—
Acquisition of SYNQ3	1,676
Change in the fair value of liability	2,592
Balance as of March 31, 2024	$	4,268
Change in the fair value of liability	$	142
Balance as of June 30, 2024	$	4,410

Fair Value Measurement Technique

The fair value of the Contingent Holdback Consideration has been estimated as of the Closing Date and June 30, 2024, under the following assumptions:


	January 3, 2024		June 30, 2024
Risk-free interest rate	4.6	%	4.9	%
Holdback period	1.25 years		0.75 years

The fair value of the Contingent Earnout Consideration has been estimated as of the Closing Date and June 30, 2024, with the following assumptions for the unobservable inputs:


	January 3, 2024		June 30, 2024
Discount rate	12.6	%	13.0	%
Expected stock price volatility	115.3	%	130.0	%
Risk-free interest rate	4.2	%	4.6	%
Expected dividend yield	0.0	%	0.0	%
Expected life	0.5 - 2.5 years		0.25 - 2 years

FAIR VALUE MEASUREMENTS - Schedule of financial instruments that are measured or disclosed at fair value (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Expected life
Contingent acquisition liabilities	$ 4,410	$ 0
Level 1 \| Fair Value, Recurring
Expected life
Total assets	196,477	90,503
Liabilities:	0
Level 1 \| Fair Value, Recurring \| Contingent holdback consideration
Expected life
Contingent holdback consideration	0
Level 1 \| Fair Value, Recurring \| Contingent earnout consideration
Expected life
Contingent acquisition liabilities	0
Level 1 \| Treasury bills \| Fair Value, Recurring
Expected life
Cash equivalents	37,015	35,961
Level 1 \| Money market funds \| Fair Value, Recurring
Expected life
Cash equivalents	159,462	54,542
Level 2 \| Fair Value, Recurring
Expected life
Total assets	0	0
Liabilities:	0
Level 2 \| Fair Value, Recurring \| Contingent holdback consideration
Expected life
Contingent holdback consideration	0
Level 2 \| Fair Value, Recurring \| Contingent earnout consideration
Expected life
Contingent acquisition liabilities	0
Level 2 \| Treasury bills \| Fair Value, Recurring
Expected life
Cash equivalents	0	0
Level 2 \| Money market funds \| Fair Value, Recurring
Expected life
Cash equivalents	0	0
Level 3 \| Fair Value, Recurring
Expected life
Total assets	0	0
Liabilities:	5,183
Level 3 \| Fair Value, Recurring \| Contingent holdback consideration
Expected life
Contingent holdback consideration	773
Level 3 \| Fair Value, Recurring \| Contingent earnout consideration
Expected life
Contingent acquisition liabilities	4,410
Level 3 \| Treasury bills \| Fair Value, Recurring
Expected life
Cash equivalents	0	0
Level 3 \| Money market funds \| Fair Value, Recurring
Expected life
Cash equivalents	$ 0	$ 0

NET LOSS PER SHARE - Schedule of outstanding shares of potentially dilutive securities (Details) - shares	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total (in shares)	36,524,924	63,313,824
Stock-based awards
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total (in shares)	28,919,026	31,295,962
Series A Preferred Stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total (in shares)	0	25,050,330
Common stock warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total (in shares)	3,665,996	6,967,532
Unvested restricted share awards
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total (in shares)	2,033,156	0
Contingently issuable shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total (in shares)	1,906,746	0

Cover - shares	6 Months Ended
Cover - shares	Jun. 30, 2024	Aug. 07, 2024
Document Information
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2024
Document Transition Report	false
Entity File Number	001-40193
Entity Registrant Name	SOUNDHOUND AI, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	86-1286799
Entity Address, Address Line One	5400 Betsy Ross Drive
Entity Address, City or Town	Santa Clara
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	95054
City Area Code	(408)
Local Phone Number	441-3200
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Central Index Key	0001840856
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2024
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Class A Common Stock
Document Information
Title of 12(b) Security	Class A Common Stock, par value $0.0001 per share
Trading Symbol	SOUN
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		325,997,277
Common stock warrants
Document Information
Title of 12(b) Security	Redeemable Warrants
Trading Symbol	SOUNW
Security Exchange Name	NASDAQ
Class B Common Stock
Document Information
Entity Common Stock, Shares Outstanding		32,735,408

STOCK INCENTIVE PLANS - Narratives (Details) $ in Thousands		3 Months Ended		6 Months Ended		26 Months Ended
STOCK INCENTIVE PLANS - Narratives (Details) $ in Thousands	Jan. 03, 2024 Rate shares	Jun. 30, 2024 USD ($) shares	Jun. 30, 2023 USD ($)	Jun. 30, 2024 USD ($) tranche Rate shares	Jun. 30, 2023 USD ($)	Jun. 30, 2024 USD ($) shares
Stock Incentive Plans
Nonvested award, recognized, amount \| $		$ 2,800		$ 2,800		$ 2,800
Options granted ( in shares)		0		0
Total \| $		$ 7,253	$ 5,698	$ 14,232	$ 13,947
Stock-based awards
Stock Incentive Plans
Contractual expirations (years)				10 years
Vesting period (years)				4 years
Nonvested award, cost not yet recognized, period for recognition				1 year 1 month 2 days
Stock-based awards \| Share-Based Payment Arrangement, Tranche One
Stock Incentive Plans
Vesting period (years)				1 year
Vesting percentage ( percent) \| Rate				25.00%
Restricted Stock Units (RSUs)
Stock Incentive Plans
Nonvested award, cost not yet recognized, period for recognition				2 years 2 months 26 days
Equity instruments granted (in shares)		607,008		4,392,186
Nonvested amount \| $		$ 50,900		$ 50,900		50,900
Restricted Stock Units (RSUs) \| Other employees
Stock Incentive Plans
Equity instruments granted (in shares)		607,008		1,005,208
Restricted Stock Units (RSUs) \| Share-Based Payment Arrangement, Tranche One
Stock Incentive Plans
Nonvested amount \| $		$ 41,900		$ 41,900		41,900
Market-Based RSUs
Stock Incentive Plans
Equity instruments granted (in shares)				0
Nonvested amount \| $		$ 100		$ 100		100
Performance-Based RSUs
Stock Incentive Plans
Equity instruments granted (in shares)		300,000		1,376,234
Nonvested amount \| $		$ 2,700		$ 2,700		2,700
Total \| $				$ 8,900
Restricted Stock
Stock Incentive Plans
Nonvested award, cost not yet recognized, period for recognition				2 years 2 months 8 days
Equity instruments granted (in shares)	2,033,156
Nonvested amount \| $		$ 800		$ 800		$ 800
Number of tranches \| tranche				3
Restricted Stock \| Share-Based Payment Arrangement, Tranche One
Stock Incentive Plans
Vesting period (years)				3 years
Vesting percentage ( percent)				25.00%
Number of tranches \| tranche				3
Restricted Stock \| Share-Based Payment Arrangement, Tranche Two
Stock Incentive Plans
Vesting percentage ( percent)				75.00%
2016 Equity Incentive Plan
Stock Incentive Plans
Awards remaining for issuance shares (in Shares)		0		0		0
2016 Equity Incentive Plan \| Restricted Stock Units (RSUs)
Stock Incentive Plans
Vesting period (years)				4 years
2016 Equity Incentive Plan \| Restricted Stock Units (RSUs) \| Share-Based Payment Arrangement, Tranche One
Stock Incentive Plans
Vesting period (years)				1 year
Vesting percentage ( percent) \| Rate				25.00%
2022 Incentive Plan
Stock Incentive Plans
Awards remaining for issuance shares (in Shares)		9,265,374		9,265,374		9,265,374
2022 Employee Stock Purchase Plan
Stock Incentive Plans
Stock reserved for issuance (in Shares)		3,930,074		3,930,074		3,930,074
2022 Employee Stock Purchase Plan \| Class A Common Stock
Stock Incentive Plans
Shares issued under the ESPP (in shares)						816,479
Synq3, Inc \| Restricted Stock Units (RSUs)
Stock Incentive Plans
Equity instruments granted (in shares)	1,434,978
Synq3, Inc \| Restricted Stock Units (RSUs) \| Share-Based Payment Arrangement, Tranche One
Stock Incentive Plans
Vesting period (years)	3 years
Vesting percentage ( percent) \| Rate	25.00%
Synq3, Inc \| Restricted Stock Units (RSUs) \| Share-Based Payment Arrangement, Tranche Two
Stock Incentive Plans
Vesting period (years)	3 years
Vesting percentage ( percent) \| Rate	75.00%
Synq3, Inc \| Restricted Stock Units (RSUs) \| Share-Based Payment Arrangement, Tranche Three \| SYNQ3 Employees
Stock Incentive Plans
Vesting period (years)	4 years
Equity instruments granted (in shares)	1,952,000

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Income Statement [Abstract]
Revenues	$ 13,462	$ 8,751	$ 25,056	$ 15,458
Operating expenses:
Cost of revenues	4,980	1,830	9,649	3,806
Sales and marketing	5,655	5,078	11,197	9,953
Research and development	15,738	11,736	30,616	25,920
General and administrative	9,535	6,424	19,802	13,713
Change in fair value of contingent acquisition liabilities	(1,082)	0	3,080	0
Amortization of intangible assets	621	0	1,226	0
Restructuring	0	166	0	3,751
Total operating expenses	35,447	25,234	75,570	57,143
Loss from operations	(21,985)	(16,483)	(50,514)	(41,685)
Other expense, net:
Loss on early extinguishment of debt	(15,587)	(837)	(15,587)	(837)
Interest expense	(4,086)	(4,735)	(9,750)	(5,831)
Other income (expense), net	4,974	(835)	6,453	(1,638)
Total other expense, net	(14,699)	(6,407)	(18,884)	(8,306)
Loss before provision for income taxes	(36,684)	(22,890)	(69,398)	(49,991)
Provision for income taxes	638	417	933	746
Net loss	(37,322)	(23,307)	(70,331)	(50,737)
Cumulative dividends attributable to Series A Preferred Stock	(73)	(877)	(416)	(1,559)
Net loss attributable to SoundHound common shareholders	(37,395)	(24,184)	(70,747)	(52,296)
Other comprehensive income:
Unrealized gains on investments	(30)	29	6	0
Comprehensive loss	$ (37,425)	$ (24,155)	$ (70,741)	$ (52,296)
Net loss per share:
Basic (in dollars per share)	$ (0.11)	$ (0.11)	$ (0.23)	$ (0.25)
Diluted (in dollars per share)	$ (0.11)	$ (0.11)	$ (0.23)	$ (0.25)
Weighted-average common shares outstanding:
Basic (in shares)	331,830,608	220,772,111	309,213,583	212,970,561
Diluted (in shares)	331,830,608	220,772,111	309,213,583	212,970,561

REVENUE RECOGNITION

6 Months Ended

Jun. 30, 2024

Revenue from Contract with Customer [Abstract]

REVENUE RECOGNITION

Revenue Recognition

The Company recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Revenues are generally recognized upon the transfer of control of promised products or services provided to customers, reflecting the amount of consideration the Company expects to receive for those products or services.

The Company’s arrangements with customers may contain multiple obligations. Individual services are accounted for separately if they are distinct — that is, if a service is separately identifiable from other items in the contract and a customer can benefit from it in its own or with other resources that are readily available to the customer.

The Company derives its revenue primarily from the following performance obligations: (1) hosted services, (2) professional services, (3) monetization, and (4) licensing. Revenues are reported net of applicable sales and use taxes that are passed through to customers. The Company applies significant judgement in identifying and evaluating any terms and conditions in contracts which impact revenue recognition.

The Company has the following performance obligations in contracts with customers:

Hosted Services

Hosted services, along with non-distinct customization, integration, maintenance and support professional services, allow customers to access the Houndify platform over the contract period without taking possession of the software.

The Company has determined that the hosted services arrangements are a single performance obligation comprised of a series of distinct services, since each day of providing access to hosted services is substantially the same and the customer simultaneously receives and consumes the benefits as access is provided. These services are provided either on a usage basis (i.e., variable consideration) or on a fixed fee subscription basis. The Company recognizes revenue as each distinct service period is performed.

Hosted services generally include up-front services to develop and/or customize the Houndify application to each customer’s specification. Judgement is required to determine whether these professional services are distinct from the hosted services. In making this determination, factors such as the degree of integration, the customers’ ability to start using the software prior to customization, and the availability of these services from other independent vendors are considered.

In instances where the Company concluded that the up-front services are not distinct performance obligations, revenues for these activities are recognized over the period which the hosted services are provided and is included within hosted services revenue.

Revenues derived as a result of the SYNQ3 Acquisition are categorized as hosted services revenue.

Professional Services

Revenues from distinct professional services, such as non-integrated development services, are either recognized over time based upon the progress towards completion of the project, or at a point in time at project completion. The Company assesses distinct professional services to determine whether the transfer of control is over-time or at a point in time. The Company considers three criteria in making their assessment including (1) the customer simultaneously receives and consumes the benefits; (2) the Company’s performance creates or enhances an asset that the customer controls as the asset is created or enhanced; or (3) the Company’s performance does not create an asset with an alternative use to the entity and the entity has an enforceable right to payment for performance completed to date. If none of the criteria are met, revenues are determined to be recognized at a point in time.

For distinct professional services determined to be recognized over-time, measuring the stage of completion of a project requires significant judgement and estimates and is based on either input or output measure. During the three and six months ended June 30, 2024, $1.4 million and $2.9 million, respectively, of professional service revenue was recognized over time. During the three and six months ended June 30, 2024, there was immaterial professional service revenue recognized at a point in time when the performance obligation was fulfilled and control of the service was transferred to the customer. During the three and six months ended June 30, 2023, $4.3 million and $5.0 million, respectively, of professional service revenue was recognized over time. During the three and six months ended June 30, 2023, there was zero and $0.9 million, respectively, of professional service revenue recognized at a point in time when the performance obligation was fulfilled and control of the service was transferred to the customer.

Monetization

Monetization revenues are primarily derived from advertising payments associated with ad impressions placed on the SoundHound music identification application. The amount of revenue is based on actual monetization generated or usage,

which represent a variable consideration with constrained estimates. Therefore, the Company recognizes the related revenues at a point in time when advertisements are placed, when commissions are paid or when the SoundHound application is downloaded. The determination of whether revenue should be reported on a gross or net basis is based on an assessment of whether the Company is acting as a principal or an agent in the transaction. The Company has determined that it does not act as the principal in monetization arrangements because it does not control the transfer of the service and it does not set the price. Based on these factors, the Company reports revenue on a net basis.

Licensing

The Company licenses voice solutions that are embedded in customer’s products. Licensing revenues are a distinct performance obligation that is recognized when control is transferred to the customer, which is at a point in time for non-customized solutions. For licenses with non-distinct customized solutions, revenues are recognized over time based on the progress towards completion of the customized solution. Revenues generated from licensing are based on royalty models with a combination of minimum guarantees and per unit pricing. Royalty periods are generally subsequent to when control of the license passes to the customer. The Company records licensing revenue as a usage-based royalty from customers’ usage of intellectual property in the same period in which the underlying sale occurs. For royalty arrangements that include fixed considerations related to a minimum guarantee from a customer, the fixed consideration allocated to the license is recognized when the control of the license passes to the customer. The Company provides assurance-type warranty services and to date, post-contract support has been an immaterial performance obligation within the context of the contract.

When a contract has multiple performance obligations, the transaction price is allocated to each performance obligation based on its relative estimated standalone selling price (“SSP”). Judgments are required to determine the SSP for each distinct performance obligation. SSP is determined by maximizing observable inputs from pricing of standalone sales, when possible. Since prices vary from customer to customer based on customer relationship, volume discount and contract type, in instances where the SSP is not directly observable, the Company estimates SSP by considering the following factors:

•Costs of developing and supplying each performance obligation;

•Industry standards;

•Major product groupings; and

•Gross margin objectives and pricing practices, such as contractually stated prices, discounts offered, and applicable price lists.

These factors may vary over time, depending upon the unique facts and circumstances related to each deliverable. If the facts and circumstances underlying the factors considered change or should future facts and circumstances lead the Company to consider additional factors, the Company’s best estimate of SSP may also change.

The Company’s long-term contracts do not have significant financing components, as there is generally payment and performance in each year of the contract. The Company has elected the practical expedient to not adjust promised amounts of consideration for the effects of a significant financing component if the Company expects, at contract inception, that the period between when the Company transfers a promised good or service to a customer and when the customer pays for that good or service will be one year or less. If there is a period of one year or longer between the transfer of promised services and payment, it is generally for reasons other than financing, thus, the Company does not adjust the transaction price for financing components.

For the three and six months ended June 30, 2024 and 2023, revenue under each performance obligation was as follows (in thousands):


Three Months Ended June 30,		Six Months Ended June 30,
2024	2023	2024	2023


Hosted services	$	8,524	$	3,746	$	17,431	$	8,491
Professional services	1,424		4,284		2,896		5,927
Licensing	3,413		559		4,506		738
Monetization	101		162		223		302
Total	$	13,462	$	8,751	$	25,056	$	15,458

For the three and six months ended June 30, 2024 and 2023, the disaggregated revenue by geographic location was as follows* (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
United States	3,844		704		7,578		1,490
Korea	3,559		2,323		6,957		4,582
France	4,688		847		7,254		1,577
Japan	922		922		1,845		1,859
Germany	140		3,813		140		5,601
Other	309		142		1,282		349
Total	$	13,462	$	8,751	$	25,056	$	15,458

*Revenue by geographic region is allocated to individual countries based on the billing location of the customer. The end customer location may be different than the customer's billing location.

For the three and six months ended June 30, 2024 and 2023, the disaggregated revenue by recognition pattern was as follows (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Over time revenue	$	9,903	$	8,030	$	20,283	$	13,535
Point-in-time	3,559		721		4,773		1,923
Total	$	13,462	$	8,751	$	25,056	$	15,458

The Company also disaggregates revenue by service type. This disaggregation consists of Product Royalties, Service Subscriptions and Monetization. Product Royalties revenues are derived from Houndified Products, which are voice-enabled tangible products across the automotive and consumer electronics industries. Revenues from Product Royalties are based on volume, usage or life of the products, which are driven by number of devices, users or unit of time. Service Subscription revenues are generated through Houndified Services, which include customer services, food ordering, content, appointments and voice commerce. Subscription revenues are derived from monthly fees based on usage-based revenue, revenue per query or revenue per user. Both Houndified Products and Houndified Services may include professional

services that develop and customize the Houndify platform to fit customers’ specific needs. Revenues from Monetization are generated from the SoundHound music identification app and are primarily attributable to user ad impression revenue.

For the three and six months ended June 30, 2024 and 2023, the disaggregated revenue by service type was as follows (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Product royalties	$	9,723	$	8,180	$	17,612	$	14,356
Service subscriptions	3,638		409		7,221		800
Monetization	101		162		223		302
Total	$	13,462	$	8,751	25,056		$	15,458

Contract Balances

The Company performs its obligations under a contract with a customer by providing access to software, licensing right to use software, or providing services in exchange for consideration from the customer. The timing of the Company’s performance often differs from the timing of the customer’s payment, which results in the recognition of a receivable, a contract asset or deferred revenue.

As of January 1, 2023, accounts receivable, net of allowances, was $3.4 million, contract assets were $8.7 million and deferred revenue was $13.4 million.

The contract asset and unbilled accounts receivable, net as of June 30, 2024 and December 31, 2023 consists of the following (in thousands):


	Balance Sheet Presentation	June 30, 2024		December 31, 2023
Unbilled account receivables - current	Contract assets and unbilled receivables, net of allowance for credit losses	$	9,859	$	5,138
Contract assets - current	Contract assets and unbilled receivables, net of allowance for credit losses	5,033		6,642
Unbilled account receivables - non-current	Contract assets and unbilled receivables, non-current, net of allowance for credit losses	1,896		—
Contract assets - non-current	Contract assets and unbilled receivables, non-current, net of allowance for credit losses	13,622		16,492

The change in the Company's contract assets and contract liabilities during the current period was primarily the result of the timing differences between the Company's performance, invoicing and customer payments. The Company has not recorded any asset impairment charges related to contract assets during the periods presented in the condensed consolidated financial statements.

Revenues recognized included in the balances of the deferred revenue at the beginning of the reporting period were $1.3 million and $3.0 million, respectively, for the three and six months ended June 30, 2024 as compared to $2.2 million and $5.0 million, respectively, for the three and six months ended June 30, 2023.

As of June 30, 2024, the aggregate amount of the transaction price allocated to the remaining performance obligations related to customer contracts that were unsatisfied or partially unsatisfied was $10.6 million. Given the applicable contract terms, $5.5 million is expected to be recognized as revenue within one year, $3.1 million is expected to be recognized between 2 to 5 years and the remainder of $2.0 million is expected to be recognized after 5 years. This amount does not

include contracts to which the customer is not committed, contracts for which the Company recognizes revenue equal to the amount the Company has the right to invoice for services performed or future sales-based or usage-based royalty payments in exchange for access to the Company’s hosted services. This amount is subject to change due to future revaluations of variable consideration, terminations, other contract modifications or currency adjustments. The estimated timing of the recognition of remaining unsatisfied performance obligations is subject to change and is affected by changes to scope, changes in timing of delivery of products and services or contract modifications.

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-9

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-10

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 15
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-15

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-12

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-12

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-12

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-12

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-12

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-13

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Topic 606
-Publisher FASB
-URI https://asc.fasb.org/606/tableOfContent

+ Details

NET LOSS PER SHARE - Schedule of calculation of basic and diluted net loss per share attributable to common stockholders (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Numerator:
Net loss	$ (37,322)	$ (23,307)	$ (70,331)	$ (50,737)
Cumulative dividends attributable to Series A Preferred Stock	(73)	(877)	(416)	(1,559)
Net loss attributable to common stockholders	$ (37,395)	$ (24,184)	$ (70,747)	$ (52,296)
Weighted Average Number of Shares
Basic (in shares)	331,830,608	220,772,111	309,213,583	212,970,561
Diluted (in shares)	331,830,608	220,772,111	309,213,583	212,970,561
Net loss per share:
Basic net loss per share (in dollars per share)	$ (0.11)	$ (0.11)	$ (0.23)	$ (0.25)
Diluted net loss per share (in dollars per share)	$ (0.11)	$ (0.11)	$ (0.23)	$ (0.25)

REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS - Schedule of Stockholders Equity (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Additional paid-in capital	$ 886,412	$ 567,794	$ 886,412	$ 567,794	$ 606,135
Accumulated deficit	(662,710)	(554,179)	(662,710)	(554,179)	$ (592,379)
Net loss	$ (37,322)	(23,307)	$ (70,331)	(50,737)
As Previously Reported
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Additional paid-in capital		564,197		564,197
Accumulated deficit		(550,403)		(550,403)
Net loss		(21,932)		(48,301)
Adjustment
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Additional paid-in capital		3,597		3,597
Accumulated deficit		(3,776)		(3,776)
Net loss		$ (1,375)		$ (2,436)

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-6

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-9

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 805
-SubTopic 60
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147476176/805-60-65-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 323
-Name Accounting Standards Codification
-Section 65
-Paragraph 2
-Subparagraph (g)(3)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478666/740-323-65-2

Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(20))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483621/220-10-S99-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 323
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481687/323-10-50-3

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 825
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 28
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482907/825-10-50-28

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482765/220-10-50-6

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-3

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-1

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480175/815-40-65-1

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 8
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-8

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-11

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-11

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-4

Reference 17: http://www.xbrl.org/2003/role/exampleRef
-Topic 946
-SubTopic 830
-Name Accounting Standards Codification
-Section 55
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479168/946-830-55-10

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section 45
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479105/946-220-45-7

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(18))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477250/944-220-S99-1

Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(9))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-09(1)(d))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-3

Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(i))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A

Reference 23: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(ii))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A

Reference 24: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iii)(A))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A

Reference 25: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iv))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A

Reference 26: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(5))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A

Reference 27: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(i))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B

Reference 28: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(A))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B

Reference 29: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(B))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B

Reference 30: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iv))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B

Reference 31: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(5))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B

Reference 32: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 60B
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482689/260-10-45-60B

Reference 33: http://www.xbrl.org/2003/role/disclosureRef
-Topic 205
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483499/205-20-50-7

Reference 34: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 230
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 28
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482740/230-10-45-28

Reference 35: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 1A
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482790/220-10-45-1A

Reference 36: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 1B
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482790/220-10-45-1B

Reference 37: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 942
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(22))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478524/942-220-S99-1

+ Details

- Definition

Amount of accumulated undistributed earnings (deficit).

+ References + Details

FAIR VALUE MEASUREMENTS

6 Months Ended

Jun. 30, 2024

Fair Value Disclosures [Abstract]

FAIR VALUE MEASUREMENTS

The following table presents the fair value of the Company's financial instruments that are measured or disclosed at fair value on a recurring basis (in thousands):


	June 30, 2024
	Level 1		Level 2		Level 3
Assets:
Cash equivalents
Treasury bills	$	37,015	$	—	$	—
Money market funds	159,462		—		—
Total assets	$	196,477	$	—	$	—
Liabilities:
Other current liabilities
Contingent holdback consideration	$	—	$	—	$	773
Contingent acquisition liabilities
Contingent earnout consideration	—		—		4,410
Total liabilities	$	—	$	—	$	5,183


	December 31, 2023
	Level 1		Level 2		Level 3
Assets:
Cash equivalents:
Treasury bills	$	35,961	$	—	$	—
Money market funds	54,542		—		—
Total assets	$	90,503	$	—	$	—

Contingent Acquisition Liabilities

Contingent Holdback Consideration


Balance as of December 31, 2023	$	—
Acquisition of SYNQ3	981
Change in the fair value of liability	1,570
Balance as of March 31, 2024	$	2,551
Measurement period adjustments	(554)
Change in the fair value of liability	(1,224)
Balance as of June 30, 2024	$	773

The fair value of the cash portion of the Contingent Holdback Consideration was estimated based upon the holdback period of fifteen months, and discounted using the risk-free interest rate based on the U.S. Treasury zero-coupon yield curve on the valuation date for a maturity similar to the fifteen-month holdback period. The fair value of the equity portion of the Contingent Holdback Consideration was estimated based upon the value of the Company’s Class A Common Stock price.

The fair value of the Contingent Holdback Consideration was initially measured on January 3, 2024, the date on which the Company completed the acquisition of SYNQ3. For the three and six months ended June 30, 2024, the Company recognized a $1.2 million gain and a $0.3 million loss, respectively, related to the Contingent Holdback Consideration.

The fair value of the Contingent Holdback Consideration has been estimated as of the Closing Date and June 30, 2024, under the following assumptions:


	January 3, 2024		June 30, 2024
Risk-free interest rate	4.6	%	4.9	%
Holdback period	1.25 years		0.75 years

Contingent Earnout Consideration

The reconciliation of the Company's Earnout Consideration measured at fair value on a recurring basis using unobservable inputs (Level 3) is as follows:


Balance as of December 31, 2023	$	—
Acquisition of SYNQ3	1,676
Change in the fair value of liability	2,592
Balance as of March 31, 2024	$	4,268
Change in the fair value of liability	$	142
Balance as of June 30, 2024	$	4,410

For the three and six months ended June 30, 2024, the Company recognized a loss of $0.1 million and $2.7 million, respectively, related to the Contingent Earnout Consideration, reflected in the change in fair value of contingent acquisition liabilities in the condensed consolidated statement of operations and comprehensive loss.

The Company utilizes a Monte Carlo simulation to value the Contingent Earnout Consideration. The Company selected this model as it believes it is reflective of all significant assumptions that market participants would likely consider in negotiating the transfer of the Contingent Earnout Consideration. Such assumptions include, among other inputs, expected stock price volatility, risk-free rates, and change in control assumptions. The Company estimates the expected volatility of its common stock based on historical volatility of a peer group, considering the remaining term of the Contingent Earnout Consideration. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the valuation date for a maturity similar to the expected remaining life of the Contingent Earnout Consideration. The expected life of the Contingent Earnout Consideration is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero.

The fair value of the Contingent Earnout Consideration has been estimated as of the Closing Date and June 30, 2024, with the following assumptions for the unobservable inputs:


	January 3, 2024		June 30, 2024
Discount rate	12.6	%	13.0	%
Expected stock price volatility	115.3	%	130.0	%
Risk-free interest rate	4.2	%	4.6	%
Expected dividend yield	0.0	%	0.0	%
Expected life	0.5 - 2.5 years		0.25 - 2 years

There were no transfers of financial instruments between Level 1, Level 2 and Level 3 during the three and six months ended June 30, 2024 and 2023.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 107
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482078/820-10-55-107

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 100
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482078/820-10-55-100

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(3)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2E
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2E

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 940
-SubTopic 820
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478119/940-820-50-1

+ Details

BUSINESS COMBINATIONS (Tables)

6 Months Ended

Jun. 30, 2024

Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]

Schedule of Purchase Price Allocation

The preliminary purchase price allocation was performed as of January 3, 2024 and allocated to the assets acquired and liabilities assumed based on their respective fair values, as follows (in thousands):


	Preliminary: Jan, 3, 2024
Cash paid	$	3,910
Equity consideration	9,687
Contingent earnout consideration	1,676
Contingent holdback consideration	427
Purchase price	15,700

Assets acquired:
Cash	221
Accounts receivable	1,500
Prepaid expenses	72
Intangible assets	12,705
Total identified assets acquired	14,498

Liabilities assumed:
Accounts payable	440
Accrued liabilities	3,609
Other non-current liabilities	750
Deferred tax liability	38
Total liabilities assumed	4,837

Fair value of identifiable net assets acquired	$	9,661
Goodwill acquired on acquisition	$	6,039

Schedule of Acquired Finite-Lived Intangible Assets

The following table summarizes the preliminary fair values of the identifiable intangible assets acquired (in thousands):


	Useful life	Preliminary fair value
Intangible Assets:	(in years)	January 3, 2024
Developed technology	3.0	$	5,210
Customer relationships	4.0	4,800
Tradename	2.0	1,410
Conversation data	2.5	1,285
		$	12,705

Business Acquisition, Pro Forma Information

The following table includes unaudited pro forma financial information that presents combined results of the Company as if the business combination was completed on January 1, 2023, the beginning of the comparable prior annual reporting period.


	Unaudited
	Three Months Ended		Six Months Ended
	June 30, 2023		June 30, 2023
Revenue	$	12,535	$	23,340
Net loss attributable to SoundHound AI, Inc.	$	(26,190)	$	(56,997)

Schedule of Preliminary Fair Values of Intangible Assets Acquired

The following table summarizes the preliminary fair values of the identifiable intangible assets acquired (in thousands):


	Useful life	Fair value
Intangible Assets:	(in years)	at acquisition
Developed technology	3.0	$	1,530
Customer relationships	3.0	960
Tradename	3.0	60
		$	2,550

BUSINESS COMBINATIONS - Schedule of Purchase Price (Details) - USD ($) $ in Thousands	Jan. 03, 2024	Jun. 30, 2024	Dec. 31, 2023
Business Combination, Separately Recognized Transactions [Line Items]
Goodwill acquired on acquisition		$ 6,039	$ 0
Synq3, Inc
Business Combination, Separately Recognized Transactions [Line Items]
Cash paid	$ 3,910
Equity consideration	9,687
Contingent liability	400
Purchase price	15,700
Cash	221
Accounts receivable	1,500
Prepaid expenses	72
Intangible assets	12,705
Total identified assets acquired	14,498
Accounts payable	440
Accrued liabilities	3,609
Other non-current liabilities	750
Deferred tax liability	38
Total liabilities assumed	4,837
Fair value of identifiable net assets acquired	9,661
Goodwill acquired on acquisition	6,039
Synq3, Inc \| Contingent earnout consideration
Business Combination, Separately Recognized Transactions [Line Items]
Contingent liability	1,676
Synq3, Inc \| Contingent holdback consideration
Business Combination, Separately Recognized Transactions [Line Items]
Equity consideration	500
Contingent liability	$ 427

GOODWILL AND INTANGIBLE ASSETS - Intangible Assets (Details) $ in Thousands	Jun. 30, 2024 USD ($)
Goodwill [Line Items]
Gross Carrying Value	$ 15,255
Accumulated Amortization	2,108
Net Carrying Value	13,147
Developed technology
Goodwill [Line Items]
Gross Carrying Value	6,740
Accumulated Amortization	883
Net Carrying Value	5,857
Customer relationships
Goodwill [Line Items]
Gross Carrying Value	5,760
Accumulated Amortization	615
Net Carrying Value	5,145
Tradename
Goodwill [Line Items]
Gross Carrying Value	1,470
Accumulated Amortization	353
Net Carrying Value	1,117
Conversation data
Goodwill [Line Items]
Gross Carrying Value	1,285
Accumulated Amortization	257
Net Carrying Value	$ 1,028

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 24
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482548/350-20-55-24

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-2

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1A
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1A

+ Details

NOTE PAYABLE (Tables)

6 Months Ended

Jun. 30, 2024

Debt Disclosure [Abstract]

Schedule of Convertible Notes, Debt Balances

The following table summarizes the Company’s debt balances as of June 30, 2024 and December 31, 2023 (in thousands):


	June 30, 2024		December 31, 2023
Term Loan	$	—	$	100,000
Current portion of debt	—		—
Unamortized discount and debt issuance costs	—		(15,688)
Carrying value of long-term debt	$	—	$	84,312

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(22))
-SubTopic 10
-Topic 210
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 69B
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481568/470-20-55-69B

Reference 3: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 69E
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481568/470-20-55-69E

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.12-04(a))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-3

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 835
-SubTopic 30
-Name Accounting Standards Codification
-Section 45
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482925/835-30-45-2

Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-3

Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 942
-SubTopic 470
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477734/942-470-50-3

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 8
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-8

Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-6

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-7

+ Details

INCOME TAXES (Tables)

6 Months Ended

Jun. 30, 2024

Income Tax Disclosure [Abstract]

Schedule of Tax Expense and the Effective Tax Rate

The tax expense and the effective tax rate were as follows (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Loss before income taxes	(36,684)		(22,890)		(69,398)		(49,991)
Income tax expense	638		417		933		746
Effective tax rate	(1.74)	%	(1.82)	%	(1.34)	%	(1.49)	%

REVENUE RECOGNITION - Schedule of disaggregates revenue by geographic location (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Disaggregation of Revenue
Revenues	$ 13,462	$ 8,751	$ 25,056	$ 15,458
United States
Disaggregation of Revenue
Revenues	3,844	704	7,578	1,490
Korea
Disaggregation of Revenue
Revenues	3,559	2,323	6,957	4,582
France
Disaggregation of Revenue
Revenues	4,688	847	7,254	1,577
Japan
Disaggregation of Revenue
Revenues	922	922	1,845	1,859
Germany
Disaggregation of Revenue
Revenues	140	3,813	140	5,601
Other
Disaggregation of Revenue
Revenues	$ 309	$ 142	$ 1,282	$ 349

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

- Definition

+ References

+ Details

COMMITMENTS AND CONTINGENCIES

6 Months Ended

Jun. 30, 2024

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

Contracts

In August 2021, the Company entered into an exclusive agreement with a cloud service provider to host its voice artificial intelligence platform pursuant to which the Company committed to pay a minimum of $98.0 million in cloud costs over a seven-year period subject to variable increases based on usage.

Aggregate non-cancelable future minimum payments were as follows as of June 30, 2024 (in thousands):


Remainder of 2024	$	5,500
2025	14,000
2026	16,000
2027	24,000
2028	24,000
Total	$	83,500

Legal Proceedings

From time to time, the Company may have certain contingent liabilities that arise in the ordinary course of its business activities. The Company accrues contingent liabilities when it is probable that future expenditures will be made, and such expenditures can be reasonably estimated. Prior to the SYNQ3 Acquisition, SYNQ3 filed a litigation against its landlord, TEBO in the United States District Court of Colorado, and TEBO counterclaimed in May 2022. On June 2, 2022, the District Court entered a judgment that was in favor of SYNQ3. TEBO filed the notice of appeal in July, 2023. On June 27, 2024, the Colorado Court of Appeals reversed the judgment and remanded the case to the District Court to enter judgment in favor of TEBO on both SYNQ3’s claim and TEBO’s counterclaim and to conduct further proceedings as are necessary to determine the damages, attorney fees and costs, if any, to be awarded to TEBO. In accordance with ASC 450, Contingencies, the Company estimated and recorded a liability of $1.9 million under accrued liabilities as of June 30, 2024.

Other Matters

The Company has not historically collected U.S. state or local sales and use tax, or other similar taxes, in any jurisdiction. On June 21, 2018, the U.S. Supreme Court decided, in South Dakota v. Wayfair, Inc., that state and local jurisdiction may, in certain circumstances, enforce sales and use tax collection obligations on remote vendors that have no physical presence in such jurisdiction. A number of states have already begun, or have positioned themselves to begin, requiring sales and use tax collection from remote vendors. The details and effective dates of these collection requirements vary from state to state. The Company continues to analyze potential sales tax exposure using a state-by-state assessment. In accordance with ASC 450, Contingencies, the Company estimated and recorded a liability of $1.0 million as of June 30, 2024 and $0.2 million as of December 31, 2023.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Cash flows used in operating activities:
Net loss	$ (37,322)	$ (23,307)	$ (70,331)	$ (50,737)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization			2,750	1,411
Stock-based compensation			14,232	13,947
Loss on change in fair value of ELOC program	0	1,328	0	1,901
Amortization of debt issuance cost			1,524	1,607
Non-cash lease amortization			1,445	1,714
Foreign currency gain/loss from remeasurement			(70)	0
Change in fair value of contingent acquisition liabilities	(1,082)	0	3,080	0
Loss on early extinguishment of debt	15,587	837	15,587	837
Deferred income taxes			(368)	0
Other, net			(891)	82
Changes in operating assets and liabilities:
Accounts receivable, net			211	(177)
Other current assets			(1,426)	(634)
Contract assets			(2,267)	(2,080)
Other non-current assets			(842)	363
Accounts payable			1,941	(903)
Accrued liabilities			(625)	5,295
Operating lease liabilities			(1,720)	(1,910)
Deferred revenue			(2,523)	(4,625)
Other non-current liabilities			(147)	(292)
Net cash used in operating activities			(40,440)	(34,201)
Cash flows used in investing activities:
Purchases of property and equipment			(335)	(293)
Payment related to acquisitions, net of cash acquired			(4,453)	0
Net cash used in investing activities		(293)	(4,788)
Cash flows provided by financing activities:
Proceeds from the issuance of Series A Preferred Stock, net of issuance costs			0	24,942
Proceeds from sales of Class A common stock under the ELOC program, net of issuance costs			0	71,455
Proceeds from sales of Class A common stock under the Sales Agreement and Equity Distribution Agreement			237,639	0
Proceeds from exercise of stock options and employee stock purchase plan			10,628	8,177
Payment of financing costs associated with the Sales Agreement and Equity Distribution Agreement			(5,639)	0
Proceeds from the issuance of long-term debt, net of issuance costs			0	85,087
Payments on notes payable			(105,540)	(35,029)
Payments on finance leases			(58)	(74)
Net cash provided by financing activities			137,030	154,558
Effects of exchange rate changes on cash			130	0
Net change in cash, cash equivalents, and restricted cash equivalents			91,932	120,064
Cash, cash equivalents, and restricted cash equivalents, beginning of period			109,035	9,475	$ 9,475
Cash, cash equivalents, and restricted cash equivalents, end of period	200,967	129,539	200,967	129,539	109,035
Supplemental disclosures of cash flow information:
Cash and cash equivalents	200,156	115,764	200,156	115,764	95,260
Non-current portion of restricted cash equivalents	811	13,775	811	13,775	13,775
Total cash, cash equivalents, and restricted cash equivalents shown in the condensed consolidated statements of cash flows	200,967	129,539	200,967	129,539	$ 109,035
Cash paid for interest			3,541	4,344
Cash paid for income taxes			1,274	1,098
Noncash or Part Noncash Acquisitions [Line Items]
Conversion of Series A Preferred Stock to Class A common stock			14,187	0
Issuance of Class A Common Stock to settle commitment shares related to the ELOC program			0	915
Deferred offering costs reclassified to additional paid-in capital			147	802
Unpaid financing costs in connection with the Equity Distribution Agreement	522	0	522	0
Non-cash debt discount			0	4,136
Property and equipment acquired under accrued liabilities			92	0
Synq3, Inc
Noncash or Part Noncash Acquisitions [Line Items]
Fair value of Class A common stock and deferred equity consideration issued for SYNQ3 acquisition			9,687	0
Synq3, Inc \| Contingent earnout consideration
Adjustments to reconcile net loss to net cash used in operating activities:
Change in fair value of contingent acquisition liabilities	100		2,700
Noncash or Part Noncash Acquisitions [Line Items]
Fair value of contingent consideration	1,676	0	1,676	0
Synq3, Inc \| Contingent holdback consideration
Adjustments to reconcile net loss to net cash used in operating activities:
Change in fair value of contingent acquisition liabilities	(1,200)		300
Noncash or Part Noncash Acquisitions [Line Items]
Fair value of contingent consideration	427	0	427	0
Other Acquisition
Noncash or Part Noncash Acquisitions [Line Items]
Fair value of deferred cash consideration	$ 195	$ 0	$ 195	$ 0

OTHER INCOME (EXPENSE), NET - Schedule of other income (expense), net (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Other Income and Expenses [Abstract]
Interest income	$ 2,820	$ 714	$ 4,635	$ 871
Loss on change in fair value of ELOC program	0	(1,328)	0	(1,901)
Gain on bargain purchase	1,223	0	1,223	0
ELOC commitment fees and reimbursement cost to Counterparty	0	0	0	(325)
Other income (expense), net	931	(221)	595	(283)
Total other income (expense), net	$ 4,974	$ (835)	$ 6,453	$ (1,638)

STOCK INCENTIVE PLANS (Tables)

6 Months Ended

Jun. 30, 2024

Share-Based Payment Arrangement [Abstract]

Schedule of Operations and Comprehensive Loss

Stock-based compensation is classified in the following expense accounts on the condensed consolidated statements of operations and comprehensive loss for the period ended June 30, 2024, and 2023 (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Cost of revenues	$	107	$	81	$	259	$	196
Sales and marketing	1,209		477		2,184		1,759
Research and development	3,618		3,051		7,166		5,551
General and administrative	2,318		1,923		4,622		4,022
Restructuring costs	—		166		—		2,419
Total	$	7,253	$	5,698	$	14,232	$	13,947

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Pay vs Performance Disclosure
Net loss	$ (37,322)	$ (23,307)	$ (70,331)	$ (50,737)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

+ Details

INCOME TAXES

6 Months Ended

Jun. 30, 2024

Income Tax Disclosure [Abstract]

INCOME TAXES

The tax expense and the effective tax rate were as follows (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Loss before income taxes	(36,684)		(22,890)		(69,398)		(49,991)
Income tax expense	638		417		933		746
Effective tax rate	(1.74)	%	(1.82)	%	(1.34)	%	(1.49)	%

The Company’s recorded effective tax rate differs from the U.S. statutory rate primarily due to an increase in the domestic valuation allowance caused by tax losses, foreign withholding taxes, foreign tax rate differentials from the U.S. domestic statutory tax rate and tax benefit resulting from acquisitions.

- Definition

The entire disclosure for income tax.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 231
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482663/740-10-55-231

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12C
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12C

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12B
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12B

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 270
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477891/740-270-50-1

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 6.I.5.Q1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479360/740-10-S99-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-13

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/740/tableOfContent

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-14

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-21

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 17
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-17

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479360/740-10-S99-2

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482603/740-30-50-2

+ Details

NOTE PAYABLE - Narratives (Details) - USD ($)							1 Months Ended	3 Months Ended		6 Months Ended
NOTE PAYABLE - Narratives (Details) - USD ($)	Jun. 07, 2024	Apr. 14, 2023	Apr. 14, 2023	Apr. 14, 2023	Dec. 01, 2021	Jun. 14, 2021	Jun. 30, 2021	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Mar. 31, 2021
Debt Instrument [Line Items]
Interest expense related to the debt discounts										$ 0	$ 4,136,000
Loss on early extinguishment of debt								$ 15,587,000	$ 837,000	15,587,000	837,000
Cash paid for interest										$ 3,541,000	4,344,000
Accrued and unpaid debt issuance costs											$ 0
Notes Payable
Debt Instrument [Line Items]
Extinguishment of debt		$ 30,000,000
SVB March 2021 Notes
Debt Instrument [Line Items]
Borrowings												$ 30,000,000.0
Effective interest rate (percent)									13.50%		13.50%
Interest expense									$ 400,000		$ 1,100,000
Extinguishment of debt		18,500,000
Repayments of debt		18,100,000
Prepayment premium		300,000	$ 300,000	$ 300,000
Accrued interest		100,000	100,000	100,000
Loss on early extinguishment of debt		400,000
SCI June 2021 Note
Debt Instrument [Line Items]
Loan interest rate (percent)								9.00%		9.00%
Effective interest rate (percent)									13.50%
Interest expense									$ 600,000		$ 1,000,000
Extinguishment of debt		11,700,000
Repayments of debt		11,500,000
Prepayment premium		200,000	200,000	200,000
Incremental extension amount							$ 5,000,000.0
Maximum borrowing capacity							$ 15,000,000.0
Proceeds from lines of credit					$ 10,000,000.0	$ 5,000,000.0
SCI June 2021 Note \| Prime Rate
Debt Instrument [Line Items]
Prime interest rate (percent)										5.75%
Term Loan \| Secured Debt
Debt Instrument [Line Items]
Maximum borrowing capacity		100,000,000	100,000,000	100,000,000
Effective interest rate (percent)								14.00%		14.00%
Additional borrowing capacity		$ 25,000,000	$ 25,000,000	$ 25,000,000
Term Loan \| Secured Debt \| Closing date
Debt Instrument [Line Items]
Percentage of Term Loan required to be paid (percent)		3.50%	3.50%	3.50%
Initial period with collateral protection insurance payments		18 months	18 months	18 months
Term Loan \| Secured Debt \| 18-month anniversary
Debt Instrument [Line Items]
Percentage of Term Loan required to be paid (percent)		2.50%	2.50%	2.50%
Term Loan \| SOFR \| Secured Debt
Debt Instrument [Line Items]
Prime interest rate (percent)			0.15%	8.50%
Term Loan \| Fed Funds Effective Rate Overnight Index Swap Rate \| Secured Debt
Debt Instrument [Line Items]
Prime interest rate (percent)			0.50%
Term Loan \| Adjustable Rate \| Secured Debt
Debt Instrument [Line Items]
Prime interest rate (percent)			1.00%
Term Loan \| Alternate Base Rate \| Secured Debt
Debt Instrument [Line Items]
Prime interest rate (percent)			7.50%
Notes Payable \| Secured Debt
Debt Instrument [Line Items]
Interest expense								$ 2,600,000		$ 6,000,000
Interest expense related to the debt discounts								$ 300,000		$ 1,500,000
Effective interest rate (percent)								25.18%		25.18%
Cash paid for interest								$ 0		$ 3,500,000
Payoff Letter
Debt Instrument [Line Items]
Extinguishment of debt	$ 105,600,000
Repayments of debt	100,000,000
Prepayment premium	5,000,000
Accrued interest	2,600,000
Loss on early extinguishment of debt	15,600,000
Accrued and unpaid debt issuance costs	$ 600,000

STOCK INCENTIVE PLANS

6 Months Ended

Jun. 30, 2024

Share-Based Payment Arrangement [Abstract]

STOCK INCENTIVE PLANS

2016 Equity Incentive Plan

In April 2016, we adopted the 2016 Equity Incentive Plan (the “2016 Plan”) as a successor and continuation of the 2006 Plan. Under the 2016 Plan, the Company was permitted to grant awards of stock options and Restricted Stock Units ("RSUs"), as well as stock appreciation rights and other stock awards. The Company no longer has shares available for issuance under the 2016 Plan.

2022 Incentive Award Plan

The Company adopted the 2022 Incentive Award Plan (the “2022 Incentive Plan”, collectively, with the 2006 Plan and the 2016 Plan, the “Plans”) effective April 26, 2022. As of June 30, 2024, the Company had 9,265,374 shares remaining for issuance under the 2022 Incentive Plan.

The Company adopted the 2022 Employee Stock Purchase Plan (the “ESPP”) effective April 26, 2022. An aggregate of 3,930,074 shares of the Company’s Class A Common Stock has been reserved for issuance or transfer pursuant to rights granted under the ESPP (“Aggregate Number”). As of June 30, 2024, 816,479 shares of Class A Common Stock were issued under the ESPP.

Stock Options

Options granted generally have a maximum term of 10 years from grant date, are exercisable upon vesting unless otherwise designated for early exercise by the Board of Directors at the time of grant, and generally vest over a four-year period, with a 25% cliff vesting after one year and then ratably on a monthly basis for the remaining three years.

As of June 30, 2024, the total unrecognized stock-based compensation expense related to the unvested stock options was approximately $2.8 million, which we expect to recognize over a weighted-average period of 1.09 years. There were no options granted during the three and six months ended June 30, 2024.

Restricted Stock Units ("RSUs")

RSUs granted generally vest over a four-year period, with 25% cliff vesting after one year and then ratably on a quarterly basis for the remaining three years. Besides RSUs with vesting condition tied to requisite service period, the Company also issues RSUs with vesting conditions tied to certain market conditions (“Market-Based RSUs”) and RSUs with vesting conditions tied to certain performance criteria ("Performance-Based RSUs").

In connection with the SYNQ3 Acquisition, the Company granted 1,434,978 RSUs (the "Retention Pool"), 25% of which is subject to service conditions that vest at the end of each of the upcoming three fiscal years and 75% of which is subject to both service and performance-based vesting conditions at the end of each of the upcoming three fiscal years, respectively.

The performance level for each of the fiscal years 2024, 2025 and 2026 is based on tiered annual revenue targets, subject to a floor of $9.0 million, $21.0 million and $30.0 million, respectively, with vesting ranging from 50% to 100% of the RSUs granted depending on the level of achievement of the specified revenue target in each year.

The Company assesses the probability of vesting of the above performance-based awards from the Retention Pool every reporting period. As of June 30, 2024, performance level of 2024 revenue amount was not probable of being met and performance levels of 2025 and 2026 were probable of being met.

The Company also granted 1,952,000 RSUs that vest over a four-year requisite service period to SYNQ3 employees. Additionally, the Company granted 607,008 and 1,005,208 RSUs, respectively, to other employees of the Company during the three and six months ended June 30, 2024. As a result, the Company granted total of 607,008 and 4,392,186 RSUs, respectively, during the three and six months ended June 30, 2024.

As of June 30, 2024, the total unrecognized stock-based compensation expense related to the unvested RSUs with service conditions was approximately $41.9 million.

As of June 30, 2024, the total unrecognized stock-based compensation expense related to the unvested Market-Based RSUs was approximately $0.1 million. There were no Market-Based RSUs granted during the three and six months ended June 30, 2024.

As of June 30, 2024, the total unrecognized stock-based compensation expense related to the unvested Performance-based RSUs was approximately $8.9 million. There were 300,000 and 1,376,234 Performance-Based RSUs, respectively, granted during the three and six months ended June 30, 2024.

The total unrecognized stock-based compensation related to unvested RSUs is $50.9 million and this will vest over a weighted average period of 2.24 years.

Restricted Stock Awards

In connection with the SYNQ3 Acquisition, a total of 2,033,156 unvested restricted Class A Common Stock shares ("RSAs") were issued, 25% of which are subject to service conditions that vest at the end of each of the upcoming three fiscal years in three tranches, and 75% of which is subject to both service and performance-based vesting conditions in three tranches.

The performance level for each of the fiscal years 2024, 2025 and 2026 is based on tiered annual revenue targets, subject to a floor of $9.0 million, $21.0 million and $30.0 million, respectively, with vesting ranging from 50% to 100% of the RSAs granted depending on the level of achievement of the specified revenue target in each year.

The Company assesses the probability of vesting of the above performance-based awards every reporting period. As of June 30, 2024, the performance level of the 2024 revenue amount was not probable of being met and performance levels of 2025 and 2026 were probable of being met.

As of June 30, 2024, the total unrecognized stock-based compensation expense related to the unvested RSAs subject to service-based vesting condition and unvested RSAs subject to performance-based vesting condition was approximately $0.8 million and $2.7 million, respectively, over a weighted average period of 2.19 years. Refer to Note 3 for further information on the SYNQ3 Acquisition.

Stock-Based Compensation


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Cost of revenues	$	107	$	81	$	259	$	196
Sales and marketing	1,209		477		2,184		1,759
Research and development	3,618		3,051		7,166		5,551
General and administrative	2,318		1,923		4,622		4,022
Restructuring costs	—		166		—		2,419
Total	$	7,253	$	5,698	$	14,232	$	13,947

GOODWILL AND INTANGIBLE ASSETS

6 Months Ended

Jun. 30, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

GOODWILL AND INTANGIBLE ASSETS

Goodwill

The change in the carrying value of goodwill including the effect of measurement period adjustments for the six months ended June 30, 2024, was as follows (in thousands):


Balance as of December 31, 2023	$	—
Acquisition of SYNQ3	6,039
Balance as of June 30, 2024	$	6,039

The Company has applied the acquisition method of accounting in accordance with ASC 805 and recognized assets acquired and liabilities assumed of SYNQ3 at their fair value as of the date of acquisition, with the excess purchase consideration recorded to goodwill. As the Company finalizes the estimation of the fair value of the assets acquired and liabilities assumed, additional adjustments to the amount of goodwill may be necessary. Refer to Note 3 for further information on the measurement period adjustments of SYNQ3 Acquisition.

Intangible Assets

The gross carrying value, accumulated amortization and net carrying value of intangible assets consisted of the following (in thousands):


	June 30, 2024
	Gross Carrying Value		Accumulated Amortization		Net Carrying Value
Developed technology	$	6,740	$	883	$	5,857
Customer relationships	5,760		615		5,145
Tradename	1,470		353		1,117
Conversation data	1,285		257		1,028
Total	$	15,255	$	2,108	$	13,147

Amortization expense of intangible assets was $1.0 million and $2.1 million for the three and six months ended June 30, 2024. These expenses were recorded as $0.4 million and $0.9 million, respectively, within cost of revenues for the three and six months ended June 30, 2024, and $0.6 million and $1.2 million, respectively, within operating expenses for the three and six months ended June 30, 2024. There was no amortization expense during the three and six months ended June 30, 2023.

Future amortization expense of intangible assets held as of June 30, 2024, are as follows (in thousands):


Year ending December 31,
2024	$	2,493
2025	5,006
2026	4,044
2027	1,604
Total	$	13,147

FAIR VALUE MEASUREMENTS - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Expected life
Change in fair value of contingent acquisition liabilities	$ (1,082)	$ 0	$ 3,080	$ 0
Synq3, Inc \| Contingent holdback consideration
Expected life
Holdback period	15 months		15 months
Change in fair value of contingent acquisition liabilities	$ (1,200)		$ 300
Synq3, Inc \| Contingent earnout consideration
Expected life
Change in fair value of contingent acquisition liabilities	$ 100		$ 2,700

REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS - Schedule of Cash Flow, Supplemental Disclosures (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Net loss	$ (37,322)	$ (23,307)	$ (70,331)	$ (50,737)
Loss on change in fair value of ELOC program	$ 0	1,328	0	1,901
Other non-current assets			(842)	363
Accrued liabilities			(625)	5,295
Net cash used in operating activities			(40,440)	(34,201)
Proceeds from sales of Class A common stock under the ELOC program, net of issuance costs			0	71,455
Net cash provided by financing activities			137,030	154,558
Accrued and unpaid debt issuance costs				0
Non-cash debt discount				4,136
Issuance of Class A Common Stock to settle commitment shares related to the ELOC program			$ 0	915
As Previously Reported
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Net loss		(21,932)		(48,301)
Loss on change in fair value of ELOC program				0
Other non-current assets				628
Accrued liabilities				5,045
Net cash used in operating activities				(33,651)
Proceeds from sales of Class A common stock under the ELOC program, net of issuance costs				70,905
Net cash provided by financing activities				154,008
Accrued and unpaid debt issuance costs				16,461
Non-cash debt discount				4,315
Issuance of Class A Common Stock to settle commitment shares related to the ELOC program				0
Adjustment
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Net loss		$ (1,375)		(2,436)
Loss on change in fair value of ELOC program				1,901
Other non-current assets				(265)
Accrued liabilities				250
Net cash used in operating activities				(550)
Proceeds from sales of Class A common stock under the ELOC program, net of issuance costs				550
Net cash provided by financing activities				550
Accrued and unpaid debt issuance costs				(16,461)
Non-cash debt discount				(179)
Issuance of Class A Common Stock to settle commitment shares related to the ELOC program				$ 915

Insider Trading Arrangements	3 Months Ended	6 Months Ended
Insider Trading Arrangements	Jun. 30, 2024 shares	Jun. 30, 2024 shares
Trading Arrangements, by Individual
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false
James M. Hom [Member]
Trading Arrangements, by Individual
Material Terms of Trading Arrangement		James M. Hom, Chief Product Officer and Director, adopted a new trading plan on May 31, 2024 (with the first trade under the new plan not to be made prior to September 18, 2024). The trading plan will be effective until December 15, 2024 and provides for the sale of up to 200,000 shares of Mr. Hom’s 2,012,588 shares of Class B common stock and up to 83,064 shares of Class A common stock issuable upon vesting and settlement of certain RSUs and PSUs, provided that certain conditions are met
Name	•James M. Hom
Title	Chief Product Officer and Director
Rule 10b5-1 Arrangement Adopted	true
Adoption Date	May 31, 2024
Expiration Date	December 15, 2024
Arrangement Duration	88 days
Eric Ball [Member]
Trading Arrangements, by Individual
Name	•Eric Ball
Title	Director
Rule 10b5-1 Arrangement Adopted	true
Adoption Date	June 28, 2024
Expiration Date	December 31, 2024
Arrangement Duration	95 days
Aggregate Available	221,506	221,506
Michael Zagorsek [Member]
Trading Arrangements, by Individual
Material Terms of Trading Arrangement		Eric Ball, Director, adopted a modified trading plan on June 28, 2024 (with the first trade under the new plan not to be made prior to September 27, 2024). The trading plan will be effective until December 31, 2024 and provides for the sale of up to 221,506 shares of Class A common stock, provided that certain conditions are met.
James M. Hom Class B Common Stock Trading Arrangement [Member] \| James M. Hom [Member]
Trading Arrangements, by Individual
Aggregate Available	200,000	200,000
James M. Hom Class A Common Stock Upon Vesting and Settlement of RSUs and PSUs Trading Arrangement [Member] \| James M. Hom [Member]
Trading Arrangements, by Individual
Aggregate Available	83,064	83,064

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	6 Months Ended
	Jun. 30, 2024
Accounting Policies [Abstract]
Basis of Presentation and Significant Accounting Policies	Basis of Presentation The (a) condensed consolidated balance sheet as of December 31, 2023, which has been derived from audited financial statements as filed in the Company’s Form 10-K, which was originally filed with the Securities and Exchange Commission ("SEC") on March 1, 2024 and (b) the unaudited interim condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and applicable rules and regulations of the SEC regarding annual financial reporting. Any reference in these notes to applicable accounting guidance is meant to refer to the authoritative U.S. GAAP included in the Accounting Standards Codification (“ASC”), and Accounting Standards Update (“ASU”) issued by the Financial Accounting Standards Board (“FASB”). The condensed consolidated financial statements have been prepared on a basis consistent with the audited consolidated financial statements and in the opinion of management, all adjustments, consisting of normal recurring adjustments, considered necessary for a fair statement of its financial position as of June 30, 2024, and its results of operations for the three and six months ended June 30, 2024, and 2023, and cash flows for the six months ended June 30, 2024 and 2023 have been included. The results of operations for the three and six months ended June 30, 2024 are not necessarily indicative of the results for the fiscal year ending December 31, 2024 or any future interim period. Certain information and note disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading.
Reclassification	Reclassification Certain accounts in the prior year condensed consolidated financial statements were reclassified to conform with the current year presentation. The reclassification had an immaterial impact on our consolidated balance sheet and statements of operations and comprehensive loss in the prior year period.
Use of Estimates	Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and judgments that affect the amounts reported and disclosures in the consolidated financial statements and accompanying notes. Such estimates include revenue recognition, allowance for credit losses, accrued liabilities, derivative and warrant liabilities, calculation of the incremental borrowing rate, financial instruments recorded at fair value on a recurring basis, the accounting for business combinations and allocating purchase price, valuation and estimating the useful life of identifiable intangible assets, probability of achievement of revenue estimates related to contingent earnout consideration and performance-based equity awards, valuation of deferred tax assets and uncertain tax positions and the fair value of common stock and other assumptions used to measure stock-based compensation expense. In connection with the measurement period for the acquisition of SYNQ3, management revised certain significant estimates during the three months ended June 30, 2024, which include, but are not limited to, the recognition and measurement of assumed contingent liabilities and deferred and contingent holdback consideration. The Company bases its estimates on historical experience, the current economic environment, and on assumptions it believes are reasonable under the circumstances. The Company adjusts such estimates and assumptions when facts and circumstances dictate. Changes in those estimates resulting from changes in the economic environment will be reflected in the financial statements in future periods. Actual results could differ materially from those estimates.
Segment Information	Segment Information The Company has determined that the Chief Executive Officer is its chief operating decision maker. The Company’s Chief Executive Officer reviews discrete financial information on a consolidated basis for purposes of allocating resources and evaluating financial performance. Accordingly, the Company has determined that it operates as a single reportable segment.
Concentrations of Credit Risk and Other Risks and Uncertainties	Concentrations of Credit Risk and Other Risks and Uncertainties Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash and cash equivalents, the balances of which frequently exceed federally insured limits. The Company regularly monitors its credit risk exposure and takes steps to mitigate the likelihood of these exposures resulting in actual loss.
Business Combinations and Contingent Consideration	Business Combinations and Contingent Consideration Business combinations are accounted for using the acquisition method. The Company allocates the fair value of the purchase price of an acquisition to the assets acquired and liabilities assumed, based on their estimated fair values as of the date of acquisition. The excess of the fair value of the purchase price over the fair values of these net tangible and intangible assets acquired is recorded as goodwill. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but the estimates and assumptions are inherently uncertain and subject to refinement. The estimates and assumptions used in valuing intangible assets include, but are not limited to, the amount and timing of projected future cash flows, discount rate used to determine the present value of these cash flows and asset lives. These estimates are inherently uncertain and, therefore, actual results may differ from the estimates made. As a result, during the measurement period of up to one year from the acquisition date, the Company may make adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the measurement period's conclusion or final determination of the fair value of the purchase price of an acquisition, whichever comes first, any subsequent adjustments are recorded to our condensed consolidated statements of operations. Acquisition-related expenses are recognized separately from the business combination and expensed as incurred. Certain business combinations include contingent consideration arrangements, which are generally based on achievement of future financial performance or future events. If it is determined the contingent consideration arrangement is not compensatory, the Company estimates fair value of contingent consideration payments as part of the initial purchase price and records the estimated fair value of contingent consideration as a liability in the condensed consolidated balance sheet. The Company reviews and assesses the estimated fair value of contingent consideration each reporting period, and the updated fair value could differ materially from the initial estimates. Adjustments to estimated fair value related to changes in fair value are reported as change in fair value of contingent acquisition liabilities in our condensed consolidated statements of operations.
Goodwill	Goodwill Goodwill represents the excess of the purchase price in a business combination over the fair value of net assets acquired. Goodwill is not amortized but tested annually for impairment or when indicators of impairment are present. The test for goodwill impairment involves a qualitative assessment of impairment indicators. If indicators are present, a quantitative test of impairment is performed. Goodwill impairment, if any, is determined by comparing the reporting unit’s fair value to its carrying value. An impairment loss is recognized in an amount equal to the excess of the reporting unit’s carrying value over its fair value, up to the amount of goodwill allocated to the reporting unit. The Company's policy is to review goodwill for impairment annually on October 1st unless a triggering event requires an analysis sooner.
Intangible Assets with Definite Lives	Intangible Assets with Definite Lives The Company's intangible assets consist principally of developed technology, customer relationships, tradename, and conversation data. The Company assesses the appropriate method of amortization of the intangible assets that reflects the pattern in which the economic benefits of the intangible assets are consumed. The Company determined that a straight-line method of amortization was appropriate for its intangible assets. The remaining useful lives of long-lived assets are re-assessed periodically at the asset group level for any events and circumstances that may change the future cash flows expected to be generated from the long-lived asset or asset group. Intangible assets with definite lives are tested for impairment whenever events or changes in circumstances indicate the carrying value of a specific asset or asset group may not be recoverable. We assess the recoverability of intangible assets with definite lives at the asset group level. Asset groups are determined based upon the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. For the purpose of the recoverability test, we compare the total undiscounted future cash flows from the use and disposition of the assets with its net carrying amount. When the carrying value of the asset group exceeds the undiscounted future cash flows, the asset group is deemed to be impaired. The amount of the impairment loss represents the excess of the asset or asset group’s carrying value over its estimated fair value, which is generally determined based upon the present value of estimated future pre-tax cash flows that a market participant would expect from use and disposition of the long-lived asset or asset group. There were no intangible asset impairments in any of the periods presented.
Recent Accounting Pronouncements - Not Yet Adopted	Recent Accounting Pronouncements — Not Yet Adopted In November 2023, the FASB issued ASU 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures," which expands disclosures about a public business entity's reportable segments and provides for more detailed information about a reportable segment's expenses. This guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, and requires retrospective application to all prior periods presented in the financial statements. Early adoption is permitted. Preliminarily, the Company will have increased disclosure requirements for its single reportable segment related to its significant segment expenses as well as additional information on its Chief Operating Decision Maker (“CODM”) and its use of reported measures. The Company will continue to evaluate this ASU to determine its impact on disclosures. In December 2023, the Financial Accounting Standards Board issued Accounting Standards Update No. 2023-09, which requires more detailed income tax disclosures. The guidance requires entities to disclose disaggregated information about their effective tax rate reconciliation as well as expanded information on income taxes paid by jurisdiction. The disclosure requirements will be applied on a prospective basis, with the option to apply them retrospectively. The standard is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact that the updated standard will have on the financial statement disclosures.

COMMITMENTS AND CONTINGENCIES - Narratives (Details) - USD ($) $ in Thousands	1 Months Ended
	Aug. 31, 2021	Jun. 30, 2024	Dec. 31, 2023
Loss Contingencies [Line Items]
Commitment period	7 years
Accrued litigation liabilities		$ 1,932	$ 0
Possible Sales Tax Liability
Loss Contingencies [Line Items]
Estimated and recorded liability	$ 98,000	$ 1,000	$ 200

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

CONDENSED CONSOLIDATED BALANCE SHEETS (Parentheticals) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Allowances on accounts receivable	$ 439	$ 203
Allowance for credit losses	108	17
Allowance for credit loss, non current	$ 171	$ 177
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized (in shares)	1,000,000	1,000,000
Preferred stock shares issued (in shares)	0	475,005
Preferred stock shares outstanding (in shares)	0	475,005
Preferred stock, liquidation preference (in shares)	$ 0	$ 16,227
Class A Common Stock
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	455,000,000	455,000,000
Common stock, shares issued (in shares)	315,153,605	216,943,349
Common stock, shares outstanding (in shares)	315,153,605	216,943,349
Class B Common Stock
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	44,000,000	44,000,000
Common stock, shares issued (in shares)	32,735,408	37,485,408
Common stock, shares outstanding (in shares)	32,735,408	37,485,408

ORGANIZATION (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023	Apr. 26, 2022
Organization (Details) [Line Items]
Net loss	$ 37,322	$ 23,307	$ 70,331	$ 50,737
Accumulated deficit	662,710	554,179	662,710	554,179	$ 592,379
Total cash and cash equivalents on hand	$ 200,156	$ 115,764	$ 200,156	$ 115,764	$ 95,260
Class A Common Stock
Organization (Details) [Line Items]
Common stock, par value (in dollars per share)	$ 0.0001		$ 0.0001		$ 0.0001	$ 0.0001
Class B Common Stock
Organization (Details) [Line Items]
Common stock, par value (in dollars per share)	$ 0.0001		$ 0.0001		$ 0.0001	$ 0.0001

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

+ Details

- Definition

Amount of accumulated undistributed earnings (deficit).

+ References + Details

REVENUE RECOGNITION - Narratives (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023	Jan. 01, 2023
Disaggregation of Revenue
Contract terms of hosted services range			Hosted services, along with non-distinct customization, integration, maintenance and support professional services, allow customers to access the Houndify platform over the contract period without taking possession of the software.
Revenues	$ 13,462	$ 8,751	$ 25,056	$ 15,458
Deferred revenue recognized	1,300	2,200	3,000	5,000
Accounts receivable, net	5,059		5,059		$ 4,050	$ 3,400
Contract assets - current	5,033		5,033		$ 6,642	8,700
Deferred revenue						$ 13,400
Revenue, remaining performance obligation, amount	10,600		10,600
Professional services
Disaggregation of Revenue
Revenues	1,424	4,284	2,896	5,927
Right-to-use licensing revenue
Disaggregation of Revenue
Revenues	3,413	559	4,506	738
Product royalties
Disaggregation of Revenue
Revenues	9,723	8,180	17,612	14,356
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-07-01
Disaggregation of Revenue
Revenue, remaining performance obligation, amount	$ 5,500		$ 5,500
Revenue, remaining performance obligation, expected timing of satisfaction, period	1 year		1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-07-01
Disaggregation of Revenue
Revenue, remaining performance obligation, amount	$ 3,100		$ 3,100
Revenue, remaining performance obligation, expected timing of satisfaction, period	2 years		2 years
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2028-07-01
Disaggregation of Revenue
Revenue, remaining performance obligation, expected timing of satisfaction, period	5 years		5 years
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2029-07-01
Disaggregation of Revenue
Revenue, remaining performance obligation, amount	$ 2,000		$ 2,000
Revenue, remaining performance obligation, expected timing of satisfaction, period
Over time revenue
Disaggregation of Revenue
Revenues	$ 9,903	8,030	$ 20,283	13,535
Over time revenue \| Professional services
Disaggregation of Revenue
Revenues	1,400	4,300	2,900	5,000
Point-in-time
Disaggregation of Revenue
Revenues	$ 3,559	721	$ 4,773	1,923
Point-in-time \| Professional services
Disaggregation of Revenue
Revenues		$ 0		$ 900

GOODWILL AND INTANGIBLE ASSETS (Tables)

6 Months Ended

Jun. 30, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Goodwill

The change in the carrying value of goodwill including the effect of measurement period adjustments for the six months ended June 30, 2024, was as follows (in thousands):


Balance as of December 31, 2023	$	—
Acquisition of SYNQ3	6,039
Balance as of June 30, 2024	$	6,039

Schedule of Finite-Lived Intangible Assets, Future Amortization Expense

Future amortization expense of intangible assets held as of June 30, 2024, are as follows (in thousands):


Year ending December 31,
2024	$	2,493
2025	5,006
2026	4,044
2027	1,604
Total	$	13,147

Schedule of Finite-Lived Intangible Assets

The gross carrying value, accumulated amortization and net carrying value of intangible assets consisted of the following (in thousands):


	June 30, 2024
	Gross Carrying Value		Accumulated Amortization		Net Carrying Value
Developed technology	$	6,740	$	883	$	5,857
Customer relationships	5,760		615		5,145
Tradename	1,470		353		1,117
Conversation data	1,285		257		1,028
Total	$	15,255	$	2,108	$	13,147

- Definition

Tabular disclosure of goodwill by reportable segment and in total which includes a rollforward schedule.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 24
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482548/350-20-55-24

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 11: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1A
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1A

Reference 12: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-2

+ Details

OTHER INCOME (EXPENSE), NET (Tables)

6 Months Ended

Jun. 30, 2024

Other Income and Expenses [Abstract]

Schedule of Other Income (Expense), Net

Other income (expense), net on the condensed consolidated statements of operations is comprised of the following for the three and six months ended June 30, 2024 and 2023 (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Other income (expense), net
Interest income	$	2,820	$	714	$	4,635	$	871
Loss on change in fair value of ELOC program	—		(1,328)		—		(1,901)
Gain on bargain purchase	1,223		—		1,223		—
ELOC commitment fees and reimbursement cost to Counterparty	—		—		—		(325)
Other income (expense), net	931		(221)		595		(283)
Total other income (expense), net	$	4,974	$	(835)	$	6,453	$	(1,638)

SUBSEQUENT EVENT (Details) - USD ($) $ / shares in Units, $ in Thousands			1 Months Ended	3 Months Ended	6 Months Ended
	Aug. 07, 2024	Aug. 06, 2024	Jul. 31, 2024	Jun. 30, 2024	Jun. 30, 2024	Jun. 30, 2023
Subsequent Events
Offering costs					$ 5,639	$ 0
Payment to retire debt assumed					$ 105,540	$ 35,029
Common Stock \| Equity Distribution Agreement
Subsequent Events
Aggregate shares (in shares)				21,228,617	21,228,617
Stock price per share (in dollars per share)				$ 4.73	$ 4.73
Proceeds from the sales of share				$ 97,900	$ 97,900
Offering costs				$ 2,500	$ 2,500
Subsequent Event \| Amelia Technologies, LLC
Subsequent Events
Purchase price		$ 80,000
Cash paid		$ 10,000
Equity consideration (in shares)		13,084,112
Deferred and contingent consideration (shares)		16,822,429
Payment to retire debt assumed	$ 70,000
Long-term balance	$ 39,700
Subsequent Event \| Equity Distribution Agreement
Subsequent Events
Stock price per share (in dollars per share)			$ 4.74
Proceeds from the sales of share			$ 49,600
Offering costs			$ 1,200
Subsequent Event \| Common Stock \| Equity Distribution Agreement
Subsequent Events
Aggregate shares (in shares)			10,465,581

WARRANTS (Details) - USD ($) $ / shares in Units, $ in Millions			1 Months Ended	3 Months Ended		6 Months Ended
	Apr. 14, 2023	Apr. 25, 2022	Mar. 31, 2024	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Warrants (Details)
Common stock issued upon conversion of shares (in shares)				2,553,361		16,624,215
Warrants or rights exercised (in shares)				0	0	0	0
Term Loan Warrants
Warrants (Details)
Convertible warrants (in shares)	3,301,536
Exercise price per share (in dollars per share)	$ 2.59
Anniversary term	10 years
Fair value of warrants	$ 4.1
Warrants issued and outstanding (in shares)				0		0
Public Warrants \| ATSP
Warrants (Details)
Exercise price per share (in dollars per share)		$ 11.50
Public Warrants \| ATSP \| Share Price Equal Or Exceeds Eighteen Rupees Per Dollar
Warrants (Details)
Redemption price (in dollars per share)		$ 0.01
Redemption notice period		30 days
Warrant trigger price (in dollars per share)		18.00
Public Warrants \| ATSP \| Share Price Equal Or Exceeds Eighteen Rupees Per Dollar \| Minimum
Warrants (Details)
Number of consecutive trading days for determining share price		20 days
Public Warrants \| ATSP \| Share Price Equal Or Exceeds Eighteen Rupees Per Dollar \| Maximum
Warrants (Details)
Number of consecutive trading days for determining share price		30 days
Private Warrants
Warrants (Details)
Warrants issued and outstanding (in shares)				3,665,996		3,665,996
Class A Common Stock
Warrants (Details)
Common stock issued upon conversion of shares (in shares)			2,269,982

BUSINESS COMBINATIONS

6 Months Ended

Jun. 30, 2024

Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]

BUSINESS COMBINATIONS

SYNQ3 Acquisition

On January 3, 2024 (the "Closing Date"), the Company acquired all of the issued and outstanding equity of SYNQ3, a provider of voice AI and other technology solutions to the restaurant industry, for total preliminary purchase consideration of $15.7 million (the “SYNQ3 Acquisition”). The Company’s acquisition of SYNQ3 is expected to expand its AI customer

service solutions and create a Voice AI provider for restaurants. The acquisition is expected to significantly extend the Company's market reach and accelerate the deployment of generative AI capabilities to the industry.

The total preliminary purchase consideration includes $3.9 million in cash paid and 5,755,910 in shares of the Company’s Class A Common Stock issued as of the Closing Date. The Company has also withheld purchase consideration of $0.5 million in cash and 1,179,514 shares of the Company’s Class A Common Stock, subject to customary net working capital adjustments, to partially secure the indemnification obligations of SYNQ3's former stockholders under the merger agreement and agreed to pay up to $0.8 million in cash and 1,434,936 in shares of the Company’s Class A Common Stock to certain former stockholders of SYNQ3 based upon the achievement of specified future milestones. At the Closing Date, the Company also issued 2,033,156 restricted shares of the Company’s Class A Common Stock subject to time and performance-based vesting conditions.

Holdback

The $0.5 million in cash and 1,179,514 shares of the Company's Class A Common Stock is being withheld for a period of 15 months (the "Holdback Amount"). The Company determined that there are two components to the Holdback Amount related to deferred consideration and contingent consideration, each comprised of cash and shares.

The deferred cash holdback consideration of $0.1 million and the deferred share holdback consideration of 361,145 shares of the Company's Class A Common Stock (collectively the "Deferred Consideration") were not recognized as of the Closing Date as such amounts were offset by the indemnification obligations of SYNQ3's former stockholders.

The contingent cash and share holdback consideration to be issued is variable ("Contingent Holdback Consideration"). Final amounts to be issued will be reduced based upon future actions and settlements with third parties to resolve assumed contingent sales tax liabilities and certain other assumed contingent liabilities of SYNQ3 in connection with the SYNQ3 Acquisition. The Company accounted for the Contingent Holdback Consideration as a liability on the condensed consolidated balance sheet. As of the Closing Date, the Contingent Holdback Consideration was estimated to be $0.4 million in aggregate and to be settled in $0.1 million cash and the remainder in shares of the Company’s Class A Common Stock. The Contingent Holdback Consideration will be subsequently remeasured at each reporting date with changes in fair value recognized as a component of operating expense on the Company’s condensed consolidated statement of operations and comprehensive loss. See Note 17 to our unaudited condensed consolidated financial statements included within this report for more information on the fair value measurement of shares associated with the holdback.

Earnout

The Company also agreed to pay in aggregate up to $0.8 million in cash and 1,434,936 in shares of Class A Common Stock, to certain stockholders of SYNQ3 based on tiered annual revenue targets for each fiscal year 2024, 2025 and 2026 (the “Contingent Earnout Consideration”). The Company accounted for the Contingent Earnout Consideration as a liability within contingent acquisition liabilities on the Company's condensed consolidated balance sheet and will subsequently remeasure the liability at each reporting date with changes in fair value recognized as a component of operating expense in the Company’s condensed consolidated statement of operations and comprehensive loss. As of the Closing Date, the Contingent Earnout Consideration was estimated to be $1.7 million in aggregate and to be settled in $0.2 million cash and the remainder in shares of the Company’s Class A Common Stock. See Note 17 to our unaudited condensed consolidated financial statements included within this report for more information on the fair value measurement of Contingent Earnout Consideration.

Restricted stock awards

The 2,033,156 restricted shares of the Company's Class A Common Stock issued at the Closing Date to certain continuing employees of SYNQ3 subject to time and performance-based vesting conditions was determined to be a separate transaction from the SYNQ3 Acquisition and therefore is excluded from purchase consideration. See Note 13 to our unaudited condensed consolidated financial statements included within this report for more information on stock-based awards issued in connection with the SYNQ3 Acquisition.

Preliminary purchase price allocation


	Preliminary: Jan, 3, 2024
Cash paid	$	3,910
Equity consideration	9,687
Contingent earnout consideration	1,676
Contingent holdback consideration	427
Purchase price	15,700

Assets acquired:
Cash	221
Accounts receivable	1,500
Prepaid expenses	72
Intangible assets	12,705
Total identified assets acquired	14,498

Liabilities assumed:
Accounts payable	440
Accrued liabilities	3,609
Other non-current liabilities	750
Deferred tax liability	38
Total liabilities assumed	4,837

Fair value of identifiable net assets acquired	$	9,661
Goodwill acquired on acquisition	$	6,039

Goodwill recognized includes synergies expected to be achieved from the operations of the combined company and intangible assets that do not qualify for separate recognition. Expected synergies include both increased revenue opportunities and the cost savings from the planned integration of platform infrastructure, facilities, personnel, and systems. The transaction is considered a non-taxable business combination, and the goodwill is not deductible for tax purposes.

During the three months ended June 30, 2024, the Company recorded measurement period adjustments to decrease the deferred revenue by $0.1 million as the revenue recognition criteria has been met at the acquisition date, to increase the accrued liabilities by $1.9 million resulting from a pre-acquisition legal contingency, and to decrease the deferred tax liability assumed by $0.2 million. Refer to Note 7 to these condensed consolidated financial statements for more information on the loss contingencies. These measurement period adjustments resulted in a decrease of $0.1 million in deferred cash consideration, $0.6 million in deferred equity consideration, and $0.6 million in contingent holdback consideration in accordance with the merger agreement. As a result of the adjusted acquisition-date fair value of assets acquired and liabilities assumed, the Company recorded an increase of $0.3 million to the goodwill recognized. The measurement period adjustments were recorded in the consolidated financial statements as of and for the three months ended June 30, 2024 and were made to reflect facts and circumstances that existed as of the acquisition date.

The preliminary purchase price allocation has not been finalized as of June 30, 2024 primarily due to the final assessment of the fair values of the intangible assets, contingent sales tax liability assumed, and fair value of the contingent acquisition liabilities. The fair value estimates of assets acquired and liabilities assumed is pending the completion of various items,

including obtaining further information regarding the identification and valuation of all assets acquired and liabilities assumed. Any adjustments to the estimates of purchase price allocation will be made in the periods in which the adjustments are determined, and the cumulative effect of such adjustments will be calculated as if the adjustments had been completed as of the acquisition date. The Company expects to finalize the purchase price allocation within 12 months from the acquisition date.

The following table summarizes the preliminary fair values of the identifiable intangible assets acquired (in thousands):


	Useful life	Preliminary fair value
Intangible Assets:	(in years)	January 3, 2024
Developed technology	3.0	$	5,210
Customer relationships	4.0	4,800
Tradename	2.0	1,410
Conversation data	2.5	1,285
		$	12,705

The Company incurred $1.9 million in acquisition related expenses, of which $0.5 million and $0.8 million were incurred during the three and six months ended June 30, 2024, respectively, and recorded as general and administration expenses in its condensed consolidated statements of operations and comprehensive loss.

Unaudited pro forma financial information

The financial results of SYNQ3 are included in these unaudited condensed consolidated financial statements from the date of the acquisition. The acquired business contributed revenue of $6.1 million and net loss of $3.1 million to the Company for the period from January 3, 2024 to June 30, 2024.


	Unaudited
	Three Months Ended		Six Months Ended
	June 30, 2023		June 30, 2023
Revenue	$	12,535	$	23,340
Net loss attributable to SoundHound AI, Inc.	$	(26,190)	$	(56,997)

The unaudited pro forma financial information includes the combined historical operating results of the Company and SYNQ3 prior to the acquisition, with adjustments to give effect for the SYNQ3 Acquisition and related events. Pro forma adjustments have been made to reflect the incremental intangible asset amortization to be incurred based on the fair values and useful lives of each identifiable intangible asset, incremental stock-based compensation related to inducement equity awards, incremental compensation related to amended severance agreements, incremental transaction costs related to the acquisition, change in fair value of contingent acquisition liabilities, elimination of interest expense related to SYNQ3’s previously outstanding debt, elimination of amortization expense related to SYNQ3's previously recognized goodwill, and the related tax effects of pro forma adjustments for the period. These unaudited pro forma results are presented for informational purpose only and are not necessarily indicative of what the actual results of operations of the combined company would have been if the acquisition had occurred at the beginning of the period presented, nor are they indicative of future results of operations. The unaudited pro forma results are based on the preliminary purchase price allocation and will be updated to reflect the final amounts as the allocation is finalized during the measurement period.

The Company did not have any material nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings.

Other Acquisition

On June 14, 2024, the Company completed an immaterial acquisition for total preliminary purchase consideration of $1.0 million. As part of the acquisition, the Company acquired net assets of $2.2 million, including intangible assets of $2.6 million, and recognized a preliminary gain on bargain purchase of $1.2 million within other income (expense), net in the condensed consolidated statements of operations and comprehensive loss during the three and six months ended June 30, 2024, resulting from a favorable fair value of identifiable net assets acquired at the date of acquisition as compared with the Company’s purchase price. The Company was able to negotiate a bargain purchase price as a result of the recurring losses and pre-filing bankruptcy status of the selling entity.

The preliminary purchase price allocation has not been finalized as of June 30, 2024 primarily due to the final assessment of the fair values of the intangible assets. The fair value estimates of assets acquired and liabilities assumed is pending the completion of various items, including obtaining further information regarding the identification and valuation of all assets acquired and liabilities assumed. Any adjustments to the estimates of purchase price allocation will be made in the periods in which the adjustments are determined, and the cumulative effect of such adjustments will be calculated as if the adjustments had been completed as of the acquisition date. The Company expects to finalize the purchase price allocation within 12 months from the acquisition date.

The following table summarizes the preliminary fair values of the identifiable intangible assets acquired (in thousands):


	Useful life	Fair value
Intangible Assets:	(in years)	at acquisition
Developed technology	3.0	$	1,530
Customer relationships	3.0	960
Tradename	3.0	60
		$	2,550

The Company incurred $0.1 million in acquisition related expenses, all of which were incurred during the three and six months ended June 30, 2024 and recorded as general and administration expenses in its condensed consolidated statements of operations and comprehensive loss.

Unaudited pro forma financial information

The financial results of the acquired entity are included in these unaudited condensed consolidated financial statements from the date of the acquisition. The Company has not separately presented pro forma results of operations reflecting the acquisition or revenue and operating losses of the acquired entity for the period from acquisition date to June 30, 2024 as the impacts were not material to the condensed consolidated financial statements.

REVENUE RECOGNITION - Schedule of revenue recognition pattern (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Disaggregation of Revenue
Total	$ 13,462	$ 8,751	$ 25,056	$ 15,458
Over time revenue
Disaggregation of Revenue
Total	9,903	8,030	20,283	13,535
Point-in-time
Disaggregation of Revenue
Total	$ 3,559	$ 721	$ 4,773	$ 1,923

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

- Definition

+ References

+ Details

OTHER INCOME (EXPENSE), NET

6 Months Ended

Jun. 30, 2024

Other Income and Expenses [Abstract]

OTHER INCOME (EXPENSE), NET

Other income (expense), net on the condensed consolidated statements of operations is comprised of the following for the three and six months ended June 30, 2024 and 2023 (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Other income (expense), net
Interest income	$	2,820	$	714	$	4,635	$	871
Loss on change in fair value of ELOC program	—		(1,328)		—		(1,901)
Gain on bargain purchase	1,223		—		1,223		—
ELOC commitment fees and reimbursement cost to Counterparty	—		—		—		(325)
Other income (expense), net	931		(221)		595		(283)
Total other income (expense), net	$	4,974	$	(835)	$	6,453	$	(1,638)

NET LOSS PER SHARE

6 Months Ended

Jun. 30, 2024

Earnings Per Share [Abstract]

NET LOSS PER SHARE

The following table presents the calculation of basic and diluted net loss per share attributable to common stockholders for the three and six months ended June 30, 2024 and 2023:


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Numerator:
Net loss	$	(37,322)	$	(23,307)	$	(70,331)	$	(50,737)
Cumulative dividends attributable to Series A Preferred Stock	(73)		(877)		(416)		(1,559)
Net loss attributable to SoundHound common shareholders (in thousands)	$	(37,395)	$	(24,184)	$	(70,747)	$	(52,296)
Denominator:
Weighted average shares outstanding – basic and dilutive	331,830,608		220,772,111		309,213,583		212,970,561
Basic and diluted net loss per share	$	(0.11)	$	(0.11)	$	(0.23)	$	(0.25)

For the three and six months ended June 30, 2024 and 2023, the diluted net loss per share is equal to the basic net loss per share as the effect of potentially dilutive securities would have been antidilutive.


	As of June 30,
	2024	2023
Stock-based awards	28,919,026	31,295,962
Series A Preferred Stock	—	25,050,330
Common stock warrants	3,665,996	6,967,532
Unvested restricted share awards	2,033,156	—
Contingently issuable shares	1,906,746	—
Total	36,524,924	63,313,824

COMMON STOCK (Details) $ / shares in Units, $ in Thousands						3 Months Ended		6 Months Ended		12 Months Ended
COMMON STOCK (Details) $ / shares in Units, $ in Thousands	Apr. 09, 2024 USD ($)	Jul. 28, 2023 USD ($)	Feb. 14, 2023 USD ($)	Aug. 16, 2022 USD ($) Rate shares	Apr. 26, 2022 votePerShare $ / shares shares	Jun. 30, 2024 USD ($) $ / shares shares	Jun. 30, 2023 USD ($) shares	Jun. 30, 2024 USD ($) $ / shares shares	Jun. 30, 2023 USD ($) shares	Dec. 31, 2023 USD ($) $ / shares shares
Class of Stock
Common stock and preferred stock, shares authorized (in shares) \| shares					500,000,000
Preferred stock, shares authorized (in shares) \| shares					1,000,000	1,000,000		1,000,000		1,000,000
Preferred stock, par value (in dollars per share) \| $ / shares					$ 0.0001	$ 0.0001		$ 0.0001		$ 0.0001
Proceeds from sales of Class A common stock under the ELOC program, net of issuance costs								$ 0	$ 71,455
Payment of financing costs associated with the sales agreement								$ 5,639	0
CFPI
Class of Stock
Costs and fees incurred							$ 0		200
Initial fair value of derivative liability				$ 1,100
Loss on change in fair value of ELOC program							$ 1,300		$ 1,900
Aggregate shares (in shares) \| shares										25,000,000
Proceeds from sales of Class A common stock under the ELOC program, net of issuance costs										$ 71,700
CFPI \| Minimum
Class of Stock
Stock price per share (in dollars per share) \| $ / shares										$ 1.75
CFPI \| Maximum
Class of Stock
Stock price per share (in dollars per share) \| $ / shares										$ 4.26
Sales Agreement Issuance \| Common Stock
Class of Stock
Stock price per share (in dollars per share) \| $ / shares						$ 3.62		$ 3.62
Shares sold (in shares) \| shares						0		37,907,219
Gross proceeds raised						$ 137,300		$ 137,300
Payment of financing costs associated with the sales agreement						$ 3,400		$ 3,400
Equity Distribution Agreement \| Common Stock
Class of Stock
Aggregate shares (in shares) \| shares						21,228,617		21,228,617
Stock price per share (in dollars per share) \| $ / shares						$ 4.73		$ 4.73
Proceeds from the sales of share						$ 97,900		$ 97,900
Gross proceeds raised						100,400		100,400
Payment of financing costs associated with the sales agreement						2,500		2,500
Remaining capacity available for issuance						$ 49,600		$ 49,600
Class A Common Stock
Class of Stock
Common stock, shares authorized (in shares) \| shares					455,000,000	455,000,000		455,000,000		455,000,000
Common stock, par value (in dollars per share) \| $ / shares					$ 0.0001	$ 0.0001		$ 0.0001		$ 0.0001
Number of votes per share \| votePerShare					1
Class A Common Stock \| CFPI
Class of Stock
Costs and fees incurred			$ 300
Common stock, shares authorized (in shares) \| shares				25,000,000
Purchase price as a percentage of the volume-weighted average price (percent) \| Rate				97.00%
Shares issued as consideration (in shares) \| shares				250,000
Class A Common Stock \| Common Stock Sales Agreement
Class of Stock
Proceeds from the sales of share		$ 150,000
Fixed commission rate (percent)		0.025
Sales agent specified expenses		$ 75
Stock authorized to be offered and sold						$ 133,800		$ 133,800
Class A Common Stock \| Equity Distribution Agreement
Class of Stock
Proceeds from the sales of share	$ 150,000
Fixed commission rate (percent)	0.025
Class A Common Stock \| Equity Distribution Agreement \| Common Stock
Class of Stock
Shares sold (in shares) \| shares						21,228,617		59,135,836
Class B Common Stock
Class of Stock
Common stock, shares authorized (in shares) \| shares					44,000,000	44,000,000		44,000,000		44,000,000
Common stock, par value (in dollars per share) \| $ / shares					$ 0.0001	$ 0.0001		$ 0.0001		$ 0.0001
Number of votes per share \| votePerShare					10
Common stock conversion ratio						1		1
Class B Common Stock \| Common Stock
Class of Stock
Converted shares (in shares) \| shares						0	1,700,000	4,750,000	1,700,000

RESTRUCTURING	6 Months Ended
RESTRUCTURING	Jun. 30, 2024
Restructuring and Related Activities [Abstract]
RESTRUCTURING	RESTRUCTURING In January 2023, the Company announced a restructuring plan (the “Restructuring Plan”) intended to reduce operating costs, improve operating margins, improve cash flows and accelerate the Company’s path to profitability. The Restructuring Plan included a reduction of the Company’s then-current workforce by approximately 40% or 180 positions globally. Costs associated with the Restructuring Plan consisted of employee severance payments, employee benefits and share-based compensation. The costs associated with the Restructuring Plan were recorded to the restructuring expense line item within our condensed consolidated statements of operations as incurred. During the three and six months ended June 30, 2023, we recorded $0.2 million and $3.8 million, respectively, of restructuring expenses in connection with the Restructuring Plan, of which $0.1 million and $1.4 million, respectively, were cash payments. The Restructuring Plan was substantially complete as of December 31, 2023.

RESTRUCTURING (Details) $ in Thousands	1 Months Ended	3 Months Ended		6 Months Ended
RESTRUCTURING (Details) $ in Thousands	Jan. 31, 2023 employee	Jun. 30, 2024 USD ($)	Jun. 30, 2023 USD ($)	Jun. 30, 2024 USD ($)	Jun. 30, 2023 USD ($)
Restructuring and Related Activities [Abstract]
Number of positions eliminated (percent)	40.00%
Number of positions eliminated (in employees) \| employee	180
Restructuring		$ 0	$ 166	$ 0	$ 3,751
Payments for restructuring			$ 100		$ 1,400

STOCK INCENTIVE PLANS - Schedule of operations and comprehensive loss (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Stock Incentive Plans
Total	$ 7,253	$ 5,698	$ 14,232	$ 13,947
Cost of revenues
Stock Incentive Plans
Total	107	81	259	196
Sales and marketing
Stock Incentive Plans
Total	1,209	477	2,184	1,759
Research and development
Stock Incentive Plans
Total	3,618	3,051	7,166	5,551
General and administrative
Stock Incentive Plans
Total	2,318	1,923	4,622	4,022
Restructuring costs
Stock Incentive Plans
Total	$ 0	$ 166	$ 0	$ 2,419

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 35
-Paragraph 1D
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480483/718-10-35-1D

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 35
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480483/718-10-35-3

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)(3)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(ii)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iii)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iv)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iv)(01)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iv)(02)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iv)(03)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iv)(04)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(2)(i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(2)(ii)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(2)(iii)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(2)(iii)(01)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(2)(iii)(02)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(2)(iii)(03)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (d)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (d)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (e)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 23: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (e)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 24: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (f)(2)(i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 25: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (f)(2)(ii)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 26: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (f)(2)(iii)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 27: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (f)(2)(iv)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 28: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (f)(2)(v)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

+ Details

CONDENSED CONSOLIDATED STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT) - USD ($) $ in Thousands	Total	Equity Distribution Agreement	Equity Line Of Credit Program	Series A Preferred Stock	Series A Preferred Stock Conversion Of Convertible Preferred Stock	Additional Paid-in Capital	Additional Paid-in Capital Equity Distribution Agreement	Additional Paid-in Capital Equity Line Of Credit Program	Additional Paid-in Capital Conversion Of Convertible Preferred Stock	Accumulated Deficit	Accumulated Other Comprehensive Income	Class A	Class A Common Stock	Class A Common Stock Equity Distribution Agreement	Class A Common Stock Equity Line Of Credit Program	Class A Common Stock Conversion Of Class B Common Stock	Class A Common Stock Conversion Of Convertible Preferred Stock	Class B	Class B Common Stock	Class B Common Stock Conversion Of Class B Common Stock
Balance at the beginning (in shares) at Dec. 31, 2022				0
Balance at the beginning at Dec. 31, 2022	$ (36,565)			$ 0		$ 466,857				$ (503,442)	$ 0		$ 16						$ 4
Balance at the beginning (in shares) at Dec. 31, 2022													160,297,664						39,735,408
Increase (Decrease) in Stockholders' Equity
Issuance of shares (in shares)				835,011											25,250,000
Issuance of shares	24,942		$ 74,502	$ 24,942				$ 74,498							$ 4
Issuance of Class A common stock for equity incentive awards (in shares)													7,089,085
Issuance of Class A common stock for equity incentive awards	8,177					8,177
Issuance of Class A common stock upon conversion of Class B common shares and Series A Preferred Stock (in shares)																1,700,000				(1,700,000)
Issuance of common stock warrants	4,315					4,315
Stock-based compensation	13,947					13,947
Net loss	(50,737)									(50,737)
Other comprehensive income	29										29
Balance at the end (in shares) at Jun. 30, 2023				835,011
Balance at the end at Jun. 30, 2023	38,610			$ 24,942		567,794				(554,179)	29		$ 20						$ 4
Balance at the end (in shares) at Jun. 30, 2023													194,336,749						38,035,408
Balance at the beginning (in shares) at Mar. 31, 2023				835,011
Balance at the beginning at Mar. 31, 2023	1,950			$ 24,942		507,858				(530,872)	0		$ 18						$ 4
Balance at the beginning (in shares) at Mar. 31, 2023													174,714,741						39,735,408
Increase (Decrease) in Stockholders' Equity
Issuance of shares (in shares)															14,301,448
Issuance of shares			$ 44,173					$ 44,171							$ 2
Issuance of Class A common stock for equity incentive awards (in shares)													3,620,560
Issuance of Class A common stock for equity incentive awards	5,752					5,752
Issuance of Class A common stock upon conversion of Class B common shares and Series A Preferred Stock (in shares)																1,700,000				(1,700,000)
Issuance of common stock warrants	4,315					4,315
Stock-based compensation	5,698					5,698
Net loss	(23,307)									(23,307)
Other comprehensive income	29										29
Balance at the end (in shares) at Jun. 30, 2023				835,011
Balance at the end at Jun. 30, 2023	$ 38,610			$ 24,942		567,794				(554,179)	29		$ 20						$ 4
Balance at the end (in shares) at Jun. 30, 2023													194,336,749						38,035,408
Balance at the beginning (in shares) at Dec. 31, 2023	475,005			475,005
Balance at the beginning at Dec. 31, 2023	$ 28,168			$ 14,187		606,135				(592,379)	199		$ 22						$ 4
Balance at the beginning (in shares) at Dec. 31, 2023												216,943,349	216,943,349					37,485,408	37,485,408
Increase (Decrease) in Stockholders' Equity
Issuance of shares (in shares)														59,135,836
Issuance of shares		$ 231,551					$ 231,545							$ 6
Issuance of Class A common stock upon acquisition of SYNQ3 (in shares)													5,755,910
Issuance of Class A common stock upon acquisition of SYNQ3	9,687					9,686							$ 1
Issuance of common stock upon release of restricted stock units (in Shares)													2,033,156
Issuance of Class A common stock for equity incentive awards (in shares)													7,641,157
Issuance of Class A common stock for equity incentive awards	10,628					10,628
Issuance of Class A common stock upon conversion of Class B common shares and Series A Preferred Stock (in shares)					(475,005)											4,750,000	16,624,215			(4,750,000)
Issuance of Class A common stock upon conversion of Class B common shares and Series A Preferred Stock					$ (14,187)				$ 14,186							$ 1	$ 1			$ (1)
Issuance of Class A common stock in connection with the cashless exercise of warrants (in shares)													2,269,982
Stock-based compensation	14,232					14,232
Net loss	(70,331)									(70,331)
Other comprehensive income	$ 6										6
Balance at the end (in shares) at Jun. 30, 2024	0			0
Balance at the end at Jun. 30, 2024	$ 223,941			$ 0		886,412				(662,710)	205		$ 31						$ 3
Balance at the end (in shares) at Jun. 30, 2024												315,153,605	315,153,605					32,735,408	32,735,408
Balance at the beginning (in shares) at Mar. 31, 2024				70,241
Balance at the beginning at Mar. 31, 2024	155,479			$ 2,097		778,503				(625,388)	235		$ 29						$ 3
Balance at the beginning (in shares) at Mar. 31, 2024													288,822,818						32,735,408
Increase (Decrease) in Stockholders' Equity
Issuance of shares (in shares)														21,228,617
Issuance of shares		$ 97,712					$ 97,710							$ 2
Issuance of Class A common stock for equity incentive awards (in shares)													2,548,809
Issuance of Class A common stock for equity incentive awards	1,457					1,457
Issuance of Class A common stock upon conversion of Class B common shares and Series A Preferred Stock (in shares)					(70,241)												2,553,361
Issuance of Class A common stock upon conversion of Class B common shares and Series A Preferred Stock	0				$ (2,097)				$ 2,097								$ 0
Measurement period adjustments related to the acquisition of SYNQ3	(608)					(608)
Stock-based compensation	7,253					7,253
Net loss	(37,322)									(37,322)
Other comprehensive income	$ (30)										(30)
Balance at the end (in shares) at Jun. 30, 2024	0			0
Balance at the end at Jun. 30, 2024	$ 223,941			$ 0		$ 886,412				$ (662,710)	$ 205		$ 31						$ 3
Balance at the end (in shares) at Jun. 30, 2024												315,153,605	315,153,605					32,735,408	32,735,408

NOTE PAYABLE - Schedule of convertible notes, debt balances (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Debt Instrument [Line Items]
Current portion of debt	$ 0	$ 0
Unamortized discount and debt issuance costs	0	(15,688)
Carrying value of long-term debt	0	84,312
Secured Debt \| Term Loan
Debt Instrument [Line Items]
Term Loan	$ 0	$ 100,000

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 835
-SubTopic 30
-Name Accounting Standards Codification
-Section 55
-Paragraph 8
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482949/835-30-55-8

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(f))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.12-04(a))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-3

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B

Reference 5: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 69B
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481568/470-20-55-69B

Reference 6: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 69C
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481568/470-20-55-69C

Reference 7: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 69E
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481568/470-20-55-69E

Reference 8: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 69F
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481568/470-20-55-69F

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B

Reference 11: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1D
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1D

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1D
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1D

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1D
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1D

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1E
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1E

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1E
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1E

Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1E
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1E

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1F
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1F

Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1F
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1F

Reference 23: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1F
-Subparagraph (b)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1F

Reference 24: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1F
-Subparagraph (b)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1F

Reference 25: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1I

Reference 26: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 835
-SubTopic 30
-Name Accounting Standards Codification
-Section 45
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482925/835-30-45-2

Reference 27: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 835
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482900/835-30-50-1

+ Details

- Definition

Amount of unamortized debt discount (premium) and debt issuance costs.

+ References + Details

GOODWILL AND INTANGIBLE ASSETS - Goodwill (Details) $ in Thousands	6 Months Ended
	Jun. 30, 2024 USD ($)
Goodwill [Roll Forward]
Goodwill, Beginning Balance	$ 0
Acquisition of SYNQ3	6,039
Goodwill, Ending Balance	$ 6,039

- Definition

Amount, after accumulated impairment loss, of asset representing future economic benefit arising from other asset acquired in business combination or from joint venture formation or both, that is not individually identified and separately recognized.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 49
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482785/280-10-55-49

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 24
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482548/350-20-55-24

Reference 3: http://www.xbrl.org/2003/role/exampleRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 100
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482078/820-10-55-100

Reference 4: http://www.xbrl.org/2003/role/exampleRef
-Topic 852
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481372/852-10-55-10

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(15))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 45
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482598/350-20-45-1

Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-03(10)(1))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478546/942-210-S99-1

+ Details

GOODWILL AND INTANGIBLE ASSETS - Future Amortization Expense (Details) $ in Thousands	Jun. 30, 2024 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
2024	$ 2,493
2025	5,006
2026	4,044
2027	1,604
Net Carrying Value	$ 13,147

BUSINESS COMBINATIONS - Narratives (Details) - USD ($) $ in Thousands			3 Months Ended		6 Months Ended			7 Months Ended
	Jun. 14, 2024	Jan. 03, 2024	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024
Business Combination Segment Allocation [Line Items]
Gain on bargain purchase			$ 1,223	$ 0	$ 1,223		$ 0
Vested Restricted Stock
Business Combination Segment Allocation [Line Items]
Equity instruments granted (in shares)		2,033,156
Class A Common Stock \| Unvested Restricted Stock \| Executive Officer
Business Combination Segment Allocation [Line Items]
Equity instruments granted (in shares)		2,033,156
Synq3, Inc
Business Combination Segment Allocation [Line Items]
Purchase price		$ 15,700
Cash payment used to acquire software company		$ 3,910
Equity consideration (in shares)		5,755,910
Equity consideration		$ 9,687
Contingent liability		400
Decreased deferred revenue			100
Increase in accrued litigation			1,900
Decrease in deferred tax liabilities assumed			200
Decrease in deferred cash consideration			100
Decrease in deferred equity consideration					600
Goodwill recognized					300
Acquisition related expenses			500		800			$ 1,900
Revenue contributed						$ 6,100
Net loss contributed						$ 3,100
Net assets acquired		9,661
Intangible assets		12,705
Synq3, Inc \| Deferred holdback - to be settled in cash
Business Combination Segment Allocation [Line Items]
Deferred consideration liability		$ 100
Synq3, Inc \| Contingent holdback consideration
Business Combination Segment Allocation [Line Items]
Equity consideration (in shares)		1,179,514
Equity consideration		$ 500
Contingent liability		427
Decrease in contingent holdback consideration					600
Synq3, Inc \| Holdback - to be settled in cash
Business Combination Segment Allocation [Line Items]
Contingent liability		100
Synq3, Inc \| Contingent earnout consideration
Business Combination Segment Allocation [Line Items]
Upper range of additional consideration		$ 800
Contingent consideration liability, up to (in shares)		1,434,936
Contingent liability		$ 1,676
Synq3, Inc \| Earnout - to be settled in cash
Business Combination Segment Allocation [Line Items]
Contingent liability		$ 200
Synq3, Inc \| Common Stock \| Contingent holdback consideration
Business Combination Segment Allocation [Line Items]
Indemnification period		15 months
Synq3, Inc \| Vested Restricted Stock
Business Combination Segment Allocation [Line Items]
Equity consideration (in shares)		2,033,156
Synq3, Inc \| Class A Common Stock \| Deferred holdback - to be settled in shares
Business Combination Segment Allocation [Line Items]
Equity consideration (in shares)		361,145
Other Acquisition
Business Combination Segment Allocation [Line Items]
Purchase price	$ 1,000
Acquisition related expenses			$ 100		100
Net assets acquired	2,200
Intangible assets	$ 2,550
Gain on bargain purchase					$ 1,200

GOODWILL AND INTANGIBLE ASSETS - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization	$ 1,000	$ 0	$ 2,100	$ 0
Cost	400		900
Amortization of intangible assets	$ 621	$ 0	$ 1,226	$ 0

STOCK INCENTIVE PLANS - Schedule of Performance Conditions (Details) - Restricted Stock Units (RSUs) - Synq3, Inc - USD ($) $ in Millions		12 Months Ended			36 Months Ended
	Jan. 03, 2024	Dec. 31, 2026	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2026
Performance conditions
Stock Incentive Plans
Revenue target		$ 30.0	$ 21.0	$ 9.0
Performance conditions \| Minimum
Stock Incentive Plans
Vesting percentage ( percent)					50.00%
Performance conditions \| Maximum
Stock Incentive Plans
Vesting percentage ( percent)					100.00%
Tranche One
Stock Incentive Plans
Vesting percentage ( percent)	25.00%
Tranche Two
Stock Incentive Plans
Vesting percentage ( percent)	75.00%

REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Tables)

6 Months Ended

Jun. 30, 2024

Accounting Changes and Error Corrections [Abstract]

Schedule of Impacts of Revision on Company's Previously Issued Condensed Consolidated Financial Statements


	June 30, 2023
Condensed Consolidated Balance Sheet	As Previously Reported		Adjustment		As Revised
Accrued liabilities	$	16,381	$	(2,872)	$	13,509
Total current liabilities	27,003		(2,872)		24,131
Notes payable, net of current portion	66,428		15,872		82,300
Other non-current liabilities	16,824		(12,821)		4,003
Total liabilities	118,789		179		118,968
Additional paid-in capital	564,197		3,597		567,794
Accumulated deficit	(550,403)		(3,776)		(554,179)
Total stockholders’ equity	38,789		(179)		38,610
Total liabilities and stockholders’ equity	$	157,578	$	—	$	157,578


	Three Months Ended June 30, 2023
Condensed Consolidated Statements of Operations And Comprehensive Loss	As Previously Reported		Adjustment		As Revised
General and administrative	$	6,377	$	47	$	6,424
Loss from operations	(16,436)		(47)		(16,483)
Other income (expense), net	493		(1,328)		(835)
Total other expense, net	(5,079)		(1,328)		(6,407)
Loss before provision for income taxes	(21,515)		(1,375)		(22,890)
Net loss	(21,932)		(1,375)		(23,307)
Less: accrual of Series A Preferred Stock paid-in-kind dividends	—		(877)		(877)
Net loss attributable to common stockholders	$	(21,932)	$	(2,252)	$	(24,184)

Net loss per share:
Basic and diluted	$	(0.10)	$	(0.01)	$	(0.11)


	Six Months Ended June 30, 2023
Condensed Consolidated Statements of Operations And Comprehensive Loss	As Previously Reported		Adjustment		As Revised
General and administrative	$	13,502	$	211	$	13,713
Loss from operations	(41,474)		(211)		(41,685)
Other income (expense), net	587		(2,225)		(1,638)
Total other expense, net	(6,081)		(2,225)		(8,306)
Loss before provision for income taxes	(47,555)		(2,436)		(49,991)
Net loss	(48,301)		(2,436)		(50,737)
Less: accrual of Series A Preferred Stock paid-in-kind dividends	—		(1,559)		(1,559)
Net loss attributable to common stockholders	$	(48,301)	$	(3,995)	$	(52,296)

Net loss per share:
Basic and diluted	$	(0.23)	$	(0.02)	$	(0.25)


	Three Months Ended June 30, 2023
Condensed Consolidated Statement of Stockholders' Equity (Deficit)	As Previously Reported		Adjustment		As Revised
Additional paid-in capital	$	564,197	$	3,597	$	567,794
Accumulated deficit	(550,403)		(3,776)		(554,179)
Net loss	$	(21,932)	$	(1,375)	$	(23,307)


	Six Months Ended June 30, 2023
Condensed Consolidated Statements of Cash Flows	As Previously Reported		Adjustment		As Revised
Net loss	$	(48,301)	$	(2,436)	$	(50,737)
Adjustments to reconcile net loss to net cash used in operating activities:
Loss on change in fair value of ELOC program	—		1,901		1,901
Changes in operating assets and liabilities
Other non-current assets	628		(265)		363
Accrued liabilities	5,045		250		5,295
Net cash used in operating activities	(33,651)		(550)		(34,201)
Proceeds from sales of common stock under the ELOC program, net	70,905		550		71,455
Net cash provided by financing activities	$	154,008	$	550	$	154,558

Noncash financing activities:
Accrued and unpaid debt issuance costs	$	16,461	$	(16,461)	$	—
Non-cash debt discount	4,315		(179)		4,136
Issuance of common stock to settle commitment shares related to the ELOC program	$	—	$	915	$	915

WARRANTS	6 Months Ended
WARRANTS	Jun. 30, 2024
Derivative Instruments and Hedging Activities Disclosure [Abstract]
WARRANTS	WARRANTS Term Loan Warrants In connection with the Credit Agreement (as defined in Note 9), on the Term Loan Closing Date the Company issued warrants to purchase up to 3,301,536 shares of the Company’s Class A Common Stock to the Agent and its assign (the “Term Loan Warrants”). The Term Loan Warrants have a per share exercise price of $2.59 and may be exercised, including on a cashless basis, by the holder at any time prior to the 10-year anniversary of the issue date. The Term Loan Warrants will be automatically cashless exercised immediately prior to a change in control of the Company. The Term Loan Warrants are indexed to the Company's stock and were classified as an equity instrument. On the Term Loan Closing Date, this resulted in the Company allocating the gross proceeds and issuance costs between the Term Loan and the Term Loan Warrants based on their relative fair values, resulting in the initial recognition of the Term Loan Warrant at $4.1 million as additional paid-in-capital on the condensed consolidated balance sheets. In March 2024, the Company issued 2,269,982 shares of the Company's Class A Common Stock resulting from the cashless exercise in full of the Term Loan Warrants that were outstanding. As of June 30, 2024, all of the Term Loan Warrants had been exercised and no Term Loan Warrants are outstanding. Warrants Related to the ATSP Merger Public Warrants On April 26, 2022 (the "Closing"), pursuant to a merger agreement dated as of November 15, 2021 by and among Archimedes Tech SPAC Partners Co. (“ATSP”), ATSPC Merger Sub, Inc. and SoundHound, Inc. (“Legacy SoundHound”), the parties consummated the merger of ATSPC Merger Sub, Inc. with and into Legacy SoundHound, with Legacy SoundHound continuing as the surviving corporation, as well as the other transactions contemplated by the Merger Agreement (the merger and such other transactions collectively referred to the “ATSP Merger”). Prior to the ATSP Merger, ATSP issued public warrants ("Public Warrants"). Each Public Warrant entitles the holder to the right to purchase one share of common stock at an exercise price of $11.50 per share. No fractional shares were issued upon exercise of the Public Warrants. The Company may redeem the outstanding warrants, for $0.01 per warrant, upon not less than 30 days’ prior written notice of redemption, if the reported last sale price of the common stock equals or exceeds $18.00 per share (as adjusted for stock dividends, sub-divisions, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing after the warrants become exercisable and ending on the third trading day before the Company sends the notice of redemption to the warrant holders. Upon issuance of a redemption notice by the Company, the warrant holders may, at any time after the redemption notice, exercise the Public Warrants for cash, or on a cashless basis. Subsequent to the closing of the ATSP Merger, the Company’s Public Warrants continue to be classified as equity instruments, as they are indexed to the Company’s stock. Private Warrants Prior to the ATSP Merger, ATSP issued private warrants ("Private Warrants"). The Private Warrants were initially issued in the same form as the Public Warrants with the exception that the Private Warrants: (i) would not be redeemable by the Company and (ii) may be exercised for cash or on a cashless basis, so long as they are held by the initial purchasers or any of their permitted transferees. If the Private Warrants are held by holders other than the initial purchasers or any of their permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the Public Warrants. The Private Warrants were initially classified as derivative liability instruments as they met the definition of a derivative and were not considered indexed in the Company’s own stock as the settlement value could be dependent on who held the Private Warrants at the time of exercise. Upon the Closing of the ATSP Merger, the Company modified its Private Warrants to be identical to its Public Warrants. Therefore, the Private Warrants met requirements for classification as equity instruments, as they are indexed to the Company’s stock. As of June 30, 2024, there were 3,665,996 Public Warrants and Private Warrants issued and outstanding. There have been no exercises during the three and six months ended June 30, 2024 and June 30, 2023.

PREFERRED STOCK (Details) $ / shares in Units, $ in Thousands		1 Months Ended	3 Months Ended	6 Months Ended
	Jan. 20, 2023 USD ($) day $ / shares shares	Mar. 31, 2024 shares	Jun. 30, 2024 USD ($) $ / shares shares	Jun. 30, 2024 USD ($) $ / shares shares	Jan. 01, 2024 $ / shares	Dec. 31, 2023 $ / shares shares	Jun. 30, 2023 shares	Mar. 31, 2023 shares	Dec. 31, 2022 shares	Apr. 26, 2022 $ / shares shares
Preferred Stock (Details) - Schedule of preferred stock authorized, issued and outstanding
Preferred stock, shares authorized (in shares)			1,000,000	1,000,000		1,000,000				1,000,000
Preferred stock, par value (in dollars per share) \| $ / shares			$ 0.0001	$ 0.0001		$ 0.0001				$ 0.0001
Common stock issued upon conversion of shares (in shares)			2,553,361	16,624,215
Gain (loss) on stock conversion \| $			$ 0	$ 0
Preferred stock shares outstanding (in shares)			0	0		475,005
Series A Preferred Stock
Preferred Stock (Details) - Schedule of preferred stock authorized, issued and outstanding
Preferred stock shares outstanding (in shares)		70,241	0	0		475,005	835,011	835,011	0
Series A Preferred Stock
Preferred Stock (Details) - Schedule of preferred stock authorized, issued and outstanding
Aggregate shares (in shares)	835,011
Proceeds from the sales of share \| $	$ 25,000
Liquidation preference (in dollars per share) \| $ / shares	$ 30.00				$ 34.13
Conversion price (in dollars per share) \| $ / shares	$ 1.00
Conversion price ratio	250.00%
Conversion price window, number of trading days \| day	90
Conversion price window, consecutive number of trading days \| day	120
Converted shares (in shares)			70,241	475,005
Class A Common Stock
Preferred Stock (Details) - Schedule of preferred stock authorized, issued and outstanding
Common stock issued upon conversion of shares (in shares)		2,269,982
Series A Preferred Stock
Preferred Stock (Details) - Schedule of preferred stock authorized, issued and outstanding
Stock price per share (in dollars per share) \| $ / shares	$ 30.00

REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS - Schedule of balance Condensed Balance Sheet (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023	Jun. 30, 2023
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Accrued liabilities	$ 13,147	$ 13,884	$ 13,509
Total current liabilities	25,537	24,223	24,131
Notes payable, net of current portion			82,300
Other non-current liabilities	4,570	3,967	4,003
Total liabilities	42,733	122,954	118,968
Additional paid-in capital	886,412	606,135	567,794
Accumulated deficit	(662,710)	(592,379)	(554,179)
Total stockholders’ equity			38,610
Total liabilities and stockholders’ equity	$ 266,674	$ 151,122	157,578
As Previously Reported
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Accrued liabilities			16,381
Total current liabilities			27,003
Notes payable, net of current portion			66,428
Other non-current liabilities			16,824
Total liabilities			118,789
Additional paid-in capital			564,197
Accumulated deficit			(550,403)
Total stockholders’ equity			38,789
Total liabilities and stockholders’ equity			157,578
Adjustment
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Accrued liabilities			(2,872)
Total current liabilities			(2,872)
Notes payable, net of current portion			15,872
Other non-current liabilities			(12,821)
Total liabilities			179
Additional paid-in capital			3,597
Accumulated deficit			(3,776)
Total stockholders’ equity			(179)
Total liabilities and stockholders’ equity			$ 0

FAIR VALUE MEASUREMENTS - Schedule of Earnout Liability (Details) - Contingent earnout consideration	Jun. 30, 2024 shares Year	Jan. 03, 2024 shares Year
Discount rate
Expected life
Fair value measurement inputs	0.130	0.126
Expected stock price volatility
Expected life
Fair value measurement inputs	1.300	1.153
Risk-free interest rate
Expected life
Fair value measurement inputs	0.046	0.042
Expected dividend yield
Expected life
Fair value measurement inputs	0	0.000
Expected life \| Minimum
Expected life
Fair value measurement inputs \| Year	0.25	0.5
Expected life \| Maximum
Expected life
Fair value measurement inputs \| Year	2	2.5

INCOME TAXES (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
INCOME TAXES (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Income Tax Disclosure [Abstract]
Loss before income taxes	$ (36,684)	$ (22,890)	$ (69,398)	$ (49,991)
Income tax expense	$ 638	$ 417	$ 933	$ 746
Effective tax rate (in percent)	(1.74%)	(1.82%)	(1.34%)	(1.49%)

- Definition

Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest.

+ References

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-22

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 48
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482785/280-10-55-48

Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-32

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 30
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-30

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 270
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482964/270-10-50-1

Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (ee)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-32

Reference 7: http://fasb.org/us-gaap/role/ref/otherTransitionRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-32

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(11))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477250/944-220-S99-1

Reference 9: http://www.xbrl.org/2003/role/exampleRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 31
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-31

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
-SubTopic 235
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-05(b)(2))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477314/942-235-S99-1

Reference 11: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(10))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483621/220-10-S99-2

Reference 12: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 942
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(15))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478524/942-220-S99-1

+ Details

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 270
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482964/270-10-50-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (ee)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-32

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12

Reference 4: http://www.xbrl.org/2003/role/exampleRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 231
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482663/740-10-55-231

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-9

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 6.I.7)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479360/740-10-S99-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 8
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-8

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-10

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-22

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(9))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477250/944-220-S99-1

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Section 45
-Paragraph 2
-Subparagraph (a)
-SubTopic 20
-Topic 740
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482659/740-20-45-2

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h))
-SubTopic 10
-Topic 235
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

+ Details

ACCRUED LIABILITIES (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023	Jun. 30, 2023
Other Liabilities Disclosure [Abstract]
Accrued compensation expenses	$ 6,382	$ 6,961
Accrued vendor payables	4,319	3,792
Accrued lender fees	0	2,603
Accrued litigation liabilities	1,932	0
Other accrued liabilities	514	528
Accrued liabilities	$ 13,147	$ 13,884	$ 13,509

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 200,156	$ 95,260
Accounts receivable, net of allowances of $439 and $203 as of June 30, 2024 and December 31, 2023, respectively	5,059	4,050
Contract assets and unbilled receivable, net of allowance for credit losses of $108 and $17 of June 30, 2024 and December 31, 2023, respectively	14,892	11,780
Other current assets	3,949	2,452
Total current assets	224,056	113,542
Restricted cash equivalents, non-current	811	13,775
Right-of-use assets	4,303	5,210
Property and equipment, net	1,296	1,515
Goodwill	6,039	0
Intangible assets, net	13,147	0
Deferred tax asset	10	11
Contract assets and unbilled receivable, non-current, net of allowance for credit losses of $171 and $177 of June 30, 2024 and December 31, 2023, respectively	15,518	16,492
Other non-current assets	1,494	577
Total assets	266,674	151,122
Current liabilities:
Accounts payable	4,255	1,653
Accrued liabilities	13,147	13,884
Operating lease liabilities	2,285	2,637
Finance lease liabilities	63	121
Income tax liability	1,888	1,618
Deferred revenue	2,931	4,310
Other current liabilities	968	0
Total current liabilities	25,537	24,223
Operating lease liabilities, net of current portion	2,175	3,089
Deferred revenue, net of current portion	3,766	4,910
Long-term debt	0	84,312
Contingent acquisition liabilities (Note 17)	4,410	0
Income tax liability, net of current portion	2,275	2,453
Other non-current liabilities	4,570	3,967
Total liabilities	42,733	122,954
Commitments and contingencies (Note 7)
Stockholders’ equity:
Series A Preferred Stock, $0.0001 par value; 1,000,000 shares authorized; 0 and 475,005 shares issued and outstanding, aggregate liquidation preference of $0 and $16,227 as of June 30, 2024 and December 31, 2023, respectively	0	14,187
Additional paid-in capital	886,412	606,135
Accumulated deficit	(662,710)	(592,379)
Accumulated other comprehensive income	205	199
Total stockholders’ equity	223,941	28,168
Total liabilities and stockholders’ equity	266,674	151,122
Class A Common Stock
Stockholders’ equity:
Common stock	31	22
Class B Common Stock
Stockholders’ equity:
Common stock	$ 3	$ 4

NOTE PAYABLE

6 Months Ended

Jun. 30, 2024

Debt Disclosure [Abstract]

NOTE PAYABLE

SVB March 2021 Note

In March 2021, the Company entered into a loan and security agreement with a commercial bank to borrow $30.0 million. The loan bore interest at an annual rate equal to the greater of 9.00% or 5.75% above the Prime Rate. During the three and six months ended June 30, 2023, the interest rate was 13.50%. Payments were interest-only for the first twelve months and are now principal and interest through maturity. During the three and six months ended June 30, 2023, the Company recorded $0.4 million and $1.1 million, respectively, in interest expense.

Concurrently with the Company's entry into the Credit Agreement (as defined below), the Company used a portion of the proceeds to prepay in full all outstanding obligations under, and terminated, the SVB March 2021 Note. In connection with the SVB March 2021 Note prepayment, the Company paid a total of $18.5 million on April 14, 2023, which consisted of (i) the remaining principal amount outstanding of $18.1 million, (ii) a prepayment premium of $0.3 million, (iii) accrued and unpaid interest of $0.1 million and (iv) a nominal amount for transaction expenses, resulting in a loss on debt extinguishment of $0.4 million.

SCI June 2021 Note

In June 2021, the Company entered into a loan and security agreement with a lender to obtain credit extensions to the Company. Extensions were available in $5.0 million increments up to a total commitment amount of $15.0 million. The Company drew an initial $5.0 million on June 14, 2021 and the remaining $10.0 million on December 1, 2021. The loan bore interest at an annual rate equal to the greater of 9.00% or 5.75% above the Prime Rate. During the three months ended June 30, 2023, the interest rate was 13.50%. Payments were interest-only for the first twelve months and principal and interest through maturity. During the three and six months ended June 30, 2023, the Company recorded $0.6 million and $1.0 million in interest expense.

Concurrently with the Company’s entry into the Credit Agreement (as defined below), the Company used a portion of the proceeds to prepay in full all outstanding obligations under, and terminated, the SCI June 2021 Note. In connection with the SCI June 2021 Note prepayment on April 14, 2023, the Company paid a total of approximately $11.7 million, which consisted of (i) the remaining principal amount outstanding of approximately $11.5 million, (ii) a prepayment premium of approximately $0.2 million and (iii) a nominal amount for transaction expenses, resulting in loss on debt extinguishment of $0.4 million.

Term Loan

On April 14, 2023 (the “Term Loan Closing Date”), the Company entered into a Senior Secured Term Loan Credit Agreement (the “Credit Agreement”). The Credit Agreement provides for a term loan facility in an aggregate principal amount of up to $100.0 million (the “Term Loan”). The Credit Agreement also permits the Company to request additional commitments of up to $25.0 million in the aggregate, with funding of such commitments in the sole discretion of the lenders under certain circumstances, which will be subject to the same terms as the Term Loan if funded. On the Term Loan closing date, the Company also entered into a Guarantee and Collateral Agreement. In addition, the Company is obligated to pay incremental lender fees (the "Lender fees"), beginning on the Term Loan closing date, initially at a rate of 3.5% of the principal amount of the Term Loans for the first 18 months paid semi-annually to provide a collateral protection insurance policy on behalf of the lenders. Such rate for the Lender Fees will decrease to 2.5% after the 18-month anniversary of the Term Loan Closing Date. As the lenders are the sole beneficiary of the insurance policy, the Lender Fees are deemed to be additional fees payable to the Lenders and is therefore being recognized as interest expense over the term of the Term Loan based on effective interest method.

The Company used the proceeds from the Term Loan to (i) repay outstanding amounts equal to approximately $30.0 million under the Company’s existing loan facilities, (ii) fund an escrow account on the Term Loan Closing Date in the name of the Agent for an amount equal to the first four interest payments, (iii) pay certain fees and expenses incurred in connection with entering into the Credit Agreement, and (iv) fund the Lender Fees, together with related taxes, with the remaining proceeds to be used to fund growth investments and for general corporate purposes as permitted under the Credit Agreement.

The outstanding principal balance of the Term Loan bears interest at the applicable margin plus, at the Company’s election, either (i) the Term SOFR rate published by CME Group Benchmark Administration Limited for a one-month interest period plus 0.15% or (ii) the alternate base rate (“ABR”), which is a per annum rate equal to the greatest of (a) the Prime Rate (as defined in the Credit Agreement), (b) the NYFRB Rate (as defined in the Credit Agreement) plus 0.50% and (c) the Term SOFR rate plus 1.00%. The applicable margin under the Credit Agreement is 8.50% per annum with respect to SOFR loans, and 7.50% per annum with respect to ABR loans. As of June 30, 2024, the contractual interest rate was approximately 14.0%. The Company was amortizing the discounts on an effective interest basis over the period from issuance through April 14, 2027 (the “Maturity Date”). The effective interest rate was 25.18% for the quarter ended June 30, 2024. The Company incurred $2.6 million and $6.0 million, respectively, in stated interest in the condensed consolidated statements of operations and comprehensive loss for the three and six months ended June 30, 2024, and paid $0.0 million and $3.5 million for the respective periods. During the three and six months ended June 30, 2024, the Company recorded $0.3 million and $1.5 million in interest expense related to the debt discount.

On June 7, 2024, the Company entered into a letter agreement (the “Payoff Letter”) to prepay in full all indebtedness and other amounts outstanding and owing under the Credit Agreement. In connection with the Term Loan prepayment, the Company paid a total of $105.6 million on June 7, 2024, which consisted of (i) the remaining principal amount outstanding of $100.0 million, (ii) a prepayment premium of $5.0 million, (iii) transaction expenses of $0.6 million, resulting in a loss on debt extinguishment of $15.6 million. Accordingly, the accrued and unpaid interest of $2.6 million was waived under the Payoff Letter.

The following table summarizes the Company’s debt balances as of June 30, 2024 and December 31, 2023 (in thousands):


	June 30, 2024		December 31, 2023
Term Loan	$	—	$	100,000
Current portion of debt	—		—
Unamortized discount and debt issuance costs	—		(15,688)
Carrying value of long-term debt	$	—	$	84,312

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481544/470-10-50-6

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481544/470-10-50-6

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)(3)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 470
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/470/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 835
-SubTopic 30
-Name Accounting Standards Codification
-Section 45
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482925/835-30-45-2

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1C

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1C

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1C

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1E
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1E

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1I

Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1I

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1I

+ Details

REVENUE RECOGNITION - Schedule of Service (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Disaggregation of Revenue
Total	$ 13,462	$ 8,751	$ 25,056	$ 15,458
Product royalties
Disaggregation of Revenue
Total	9,723	8,180	17,612	14,356
Service subscriptions
Disaggregation of Revenue
Total	3,638	409	7,221	800
Monetization
Disaggregation of Revenue
Total	$ 101	$ 162	$ 223	$ 302

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

- Definition

+ References

+ Details

REVENUE RECOGNITION - Schedule of Contract Balance (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023	Jan. 01, 2023
Revenue from Contract with Customer [Abstract]
Unbilled account receivables - current	$ 9,859	$ 5,138
Contract assets - current	5,033	6,642	$ 8,700
Unbilled account receivables - non-current	1,896	0
Contract assets - non-current	$ 13,622	$ 16,492

COMMITMENTS AND CONTINGENCIES - Schedule of aggregate noncancelable future minimum payments (Details) $ in Thousands	Jun. 30, 2024 USD ($)
Commitments and Contingencies Disclosure [Abstract]
Remainder of 2024	$ 5,500
2025	14,000
2026	16,000
2027	24,000
2028	24,000
Total	$ 83,500

FAIR VALUE MEASUREMENTS - Schedule of Holdback Liability (Details) - Contingent holdback consideration	Jun. 30, 2024 Year	Jan. 03, 2024 Year
Risk-free interest rate
Expected life
Fair value measurement inputs	0.049	0.046
Holdback period
Expected life
Fair value measurement inputs	0.75	1.25

ACCRUED LIABILITIES

6 Months Ended

Jun. 30, 2024

Other Liabilities Disclosure [Abstract]

ACCRUED LIABILITIES

Accrued liabilities consisted of the following (in thousands):


	June 30, 2024		December 31, 2023
Accrued compensation expenses	$	6,382	$	6,961
Accrued vendor payables	4,319		3,792
Accrued lender fees	—		2,603
Accrued litigation liabilities	1,932		—
Other accrued liabilities	514		528
	$	13,147	$	13,884

PREFERRED STOCK	6 Months Ended
PREFERRED STOCK	Jun. 30, 2024
Equity [Abstract]
PREFERRED STOCK	PREFERRED STOCK Series A Preferred Stock Between January 18, 2023 and January 20, 2023, the Company entered into Preferred Stock Purchase Agreements (the “Purchase Agreements”) with certain investors (the “Investors”), pursuant to which the Company issued and sold to the Investors an aggregate of 835,011 shares of its newly designated Series A Convertible Preferred Stock for issuance price of $30.00 per share, raising an aggregate of approximately $25.0 million in cash proceeds. As of June 30, 2024, all the Series A Preferred Stock have been converted to Class A Common Stock. Liquidation Preference The Liquidation Preference per share of Preferred Stock was initially equal to $30.00, the original issue price per share. On January 1, 2024, the Company's Series A Preferred Stock holders received their latest dividends paid-in-kind as an increase in Liquidation Preference, thereby increasing the Liquidation Preference per share to approximately $34.13. Redemption The Series A Preferred Stock is not mandatorily redeemable. Conversion Each share of Series A Preferred Stock is convertible, at the option of the holder, into such number of shares of Class A Common Stock equal to the Liquidation Preference per share at the time of conversion divided by $1.00 (the “Conversion Price”). In addition, each share of Series A Preferred Stock will automatically convert into shares of Class A Common Stock at the Conversion Price on or after January 20, 2024 if and when the daily volume-weighted average closing price per share of Class A Common Stock is at least 2.5 times the Conversion Price for each of any 90 trading days during any 120 consecutive trading day period, which 120-trading day period may commence (but may not end) prior to January 20, 2024. As of June 30, 2024, the condition of automatic conversion was met and all the remaining Series A Preferred Stock were automatically converted. During the three and six months ended June 30, 2024, 70,241 shares and 475,005 shares, respectively, of preferred stock were converted into 2,553,361 shares and 16,624,215 shares, respectively, of Class A Common Stock. The conversion was pursuant to the original terms of the agreement and therefore the carrying value of Series A Preferred Stock was converted into Class A Common Stock with no gain or loss upon conversion. There were no conversions during the three and six months ended June 30, 2023. Voting Rights The Investors do not have voting rights, except with respect to certain protective provisions and as required by the Delaware General Corporation Law. However, as long as the Series A Preferred Stock are outstanding, the Company may not take certain actions that may materially and adversely impact the powers, preferences, or rights of the Investors without the consent of at least a majority of the Investors.