0001840856-24-000040 | 10-Q | XBRL Viewer

NOTE PAYABLE

9 Months Ended

Sep. 30, 2024

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 nine months ended September 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 nine months ended September 30, 2023, the Company recorded $1.1 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 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 September 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 nine months ended September 30, 2023, the Company recorded $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 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 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 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 $6.0 million in stated interest in the condensed consolidated statements of operations and comprehensive loss for the nine months ended September 30, 2024, and paid $3.5 million for the period. During the nine months ended September 30, 2024, the Company recorded $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.

Amelia Debt

In connection with the Amelia Acquisition, the Company assumed the amended senior secured term loan facility from Amelia in an aggregate principal amount of $121.5 million, which was issued pursuant to the existing Credit Agreement (the “Credit Agreement”) of Amelia with Monroe Capital Management Advisors, LLC (“Monroe”), as administrative and collateral agent for certain affiliated funds of Monroe, as lenders. In accordance with the terms of the debt assumed, on August 7, 2024, the Company paid $70.0 million in cash to pay down a portion of the outstanding principal balance and issued 2,943,917 shares of Class A common stock to settle certain fees associated with the Amelia Debt. The remaining outstanding balance of $39.7 million has a maturity date of June 30, 2026 (the “Maturity Date”) and provides, at the Company’s election, for payment of a portion of interest in cash or in kind ("PIK"), in which case interest will be capitalized and added to the outstanding principal amount, with principal and accrued interest due at the Maturity Date. The Amelia Debt may be prepaid at any time and must be prepaid, along with the applicable prepayment premium and exit fee, upon the occurrence of certain future events. The Amelia Debt will accrue interest at an annual rate equal to the sum of (a) Adjusted Term SOFR and (b)(i) an applicable margin of 9.00% for the portion of interest paid in cash, and (ii) an additional 1.00% for the portion of interest paid in kind. Upon an event of default, the interest rate will automatically increase by an additional 2.00% per annum, and may result in the declaration that all outstanding principal and interest under the Amelia Debt be immediately due and payable in whole or in part. During the three months ended September 30, 2024, the Company recorded and paid $1.0 million in interest expense, of which $0.1 million was paid to settle the PIK that was capitalized and added to the outstanding principal amount during the three months ended September 30, 2024.

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


	September 30, 2024		December 31, 2023
Term Loan	$	—	$	100,000
Amelia Debt	39,694

Unamortized discount and debt issuance costs	—		(15,688)
Carrying value of long-term debt	$	39,694	$	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.

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+ Details

SUBSEQUENT EVENT	9 Months Ended
SUBSEQUENT EVENT	Sep. 30, 2024
Subsequent Events [Abstract]
SUBSEQUENT EVENT	SUBSEQUENT EVENTS Execute Equity Distribution Agreement On November 12, 2024, the Company entered into an Execute Equity Distribution Agreement with Barclays Capital Inc., Piper Sandler & Co., D.A. Davidson & Co., H.C. Wainwright & Co., LLC, and Joseph Gunnar & Co., LLC, (each, an “Agent,” and, collectively, the “Agents”) with respect to an at-the-market equity program under which the Company may offer and sell aggregate gross sale proceeds up to $120.0 million of shares of its Class A Common Stock from time to time through the Agents. Sales of Class A Common Stock, if any, under the Execute 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 Agents 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.

GOODWILL AND INTANGIBLE ASSETS - Future Amortization Expense (Details) $ in Thousands	Sep. 30, 2024 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
2024	$ 7,636
2025	30,334
2026	29,372
2027	26,923
2028	25,398
Thereafter	62,916
Net Carrying Value	$ 182,579

NOTE PAYABLE - Schedule of convertible notes, debt balances (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Debt Instrument [Line Items]
Unamortized discount and debt issuance costs	$ 0	$ (15,688)
Carrying value of long-term debt	39,694	84,312
Secured Debt \| Term Loan
Debt Instrument [Line Items]
Term Loan	0	100,000
Secured Debt \| Amelia Debt
Debt Instrument [Line Items]
Term Loan	$ 39,694

- 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.

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+ Details

- Definition

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

+ References + Details

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2024 USD ($)	Sep. 30, 2024 USD ($)	Sep. 30, 2023 USD ($)
Cash flows used in operating activities:
Net loss	$ (21,751)	$ (92,082)	$ (70,934)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		8,115	1,941
Stock-based compensation		23,292	20,639
Loss on change in fair value of ELOC program	0	0	1,901
Amortization of debt issuance cost		1,586	3,532
Non-cash lease amortization		2,218	2,383
Foreign currency gain/loss from remeasurement		(97)	0
Change in fair value of contingent acquisition liabilities	(1,356)	1,724	0
Loss on early extinguishment of debt	0	15,587	837
Deferred income taxes		(11,494)	0
Other, net		633	262
Changes in operating assets and liabilities:
Accounts receivable, net		(1,247)	38
Other current assets		(3,049)	(461)
Contract assets		(7,018)	(9,987)
Other non-current assets		(1,198)	690
Accounts payable		823	(635)
Accrued liabilities		(2,058)	1,906
Other current liabilities		331	0
Operating lease liabilities		(2,612)	(2,772)
Deferred revenue		(8,993)	(5,532)
Other non-current liabilities		(216)	1,797
Net cash used in operating activities		(75,755)	(54,395)
Cash flows used in investing activities:
Purchases of property and equipment		(560)	(334)
Payment related to acquisitions, net of cash acquired		(11,732)	0
Net cash used in investing activities		(12,292)	(334)
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	71,454
Proceeds from sales of Class A common stock under the Sales Agreement and Equity Distribution Agreement		287,271	0
Proceeds from exercise of stock options and employee stock purchase plan		11,064	8,837
Payment of financing costs associated with the Sales Agreement and Equity Distribution Agreement		(7,182)	0
Proceeds from the issuance of debt, net of issuance costs		0	85,087
Payments on Term Loan and Amelia Debt		(175,602)	(35,029)
Payment to settle contingent holdback liabilities from SYNQ3 acquisition		(17)	0
Payments on finance leases		(89)	(116)
Net cash provided by financing activities		115,445	155,175
Effects of exchange rate changes on cash		(16)	0
Net change in cash, cash equivalents, and restricted cash equivalents		27,382	100,446
Cash, cash equivalents, and restricted cash equivalents, beginning of period		109,035	9,475
Cash, cash equivalents, and restricted cash equivalents, end of period	136,417	136,417	109,921
Supplemental disclosures of cash flow information:
Cash and cash equivalents	135,606	135,606	96,146
Non-current portion of restricted cash equivalents	811	811	13,775
Total cash, cash equivalents, and restricted cash equivalents shown in the condensed consolidated statements of cash flows	136,417	136,417	109,921
Cash paid for interest		4,448	7,945
Cash paid for income taxes		1,677	1,645
Noncash or Part Noncash Acquisitions [Line Items]
Conversion of Series A Preferred Stock to Class A common stock		14,187	10,555
Deferred offering costs reclassified to additional paid-in capital		220	0
Non-cash debt discount		0	4,136
Property and equipment acquired under accrued liabilities		62	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	(1,500)	1,200
Noncash or Part Noncash Acquisitions [Line Items]
Fair value of earnout and holdback consideration under acquisitions	73,236	73,236	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	200	500
Noncash or Part Noncash Acquisitions [Line Items]
Fair value of earnout and holdback consideration under acquisitions	427	427	0
Other Acquisition
Noncash or Part Noncash Acquisitions [Line Items]
Fair value of deferred cash consideration under other acquisition	$ 195	195	0
Issuance of Class A Common Stock to settle commitment shares related to the ELOC program
Noncash or Part Noncash Acquisitions [Line Items]
Issuance of Class A Common Stock to settle commitment shares, obligations, and contingent holdback considerations		0	915
Issuance of Class A Common Stock to settle obligations under Amelia Debt
Noncash or Part Noncash Acquisitions [Line Items]
Issuance of Class A Common Stock to settle commitment shares, obligations, and contingent holdback considerations		11,817	0
Issuance of Class A Common Stock to settle contingent holdback consideration of SYNQ3 acquisition
Noncash or Part Noncash Acquisitions [Line Items]
Issuance of Class A Common Stock to settle commitment shares, obligations, and contingent holdback considerations		$ 189	$ 0

NET LOSS PER SHARE

9 Months Ended

Sep. 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 nine months ended September 30, 2024 and 2023:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Numerator:
Net loss	$	(21,751)	$	(20,197)	$	(92,082)	$	(70,934)
Cumulative dividends attributable to Series A Preferred Stock	—		(647)		(416)		(2,206)
Net loss attributable to SoundHound common shareholders (in thousands)	$	(21,751)	$	(20,844)	$	(92,498)	$	(73,140)
Denominator:
Weighted average shares outstanding – basic and dilutive	360,385,812		242,022,268		326,166,633		222,760,880
Basic and diluted net loss per share	$	(0.06)	$	(0.09)	$	(0.28)	$	(0.33)

For the three and nine months ended September 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.

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 nine months ended September 30, 2024 and 2023:


	As of September 30,
	2024	2023
Stock-based awards	32,940,778	36,129,323
Series A Preferred Stock	—	15,897,990
Common stock warrants	3,665,996	6,967,532
Unvested restricted stock awards	508,289	—
Total	37,115,063	58,994,845

The table above does not include: (i) 4,440,482 and zero shares of unvested stock-based awards and restricted stock awards, respectively, and (ii) 18,257,365 and zero shares of contingently issuable earnout shares, respectively; outstanding as of September 30, 2024 and 2023, as these awards are subject to performance conditions that were not met as of those dates. The table also excludes 167,102 and zero shares associated with the Contingent Holdback Consideration in connection with the SYNQ3 Acquisition, respectively, as these shares are subject to contingencies that were not met as of September 30, 2024 and 2023.

The shares issued and held in escrow for the Amelia Acquisition are participating securities that contractually entitle the holders of such shares to participate in the combined entity’s earnings but do not contractually require the holders of such shares to participate in the combined entity’s losses. The weighted average shares outstanding used to calculate basic and diluted net income per share attributable to common stockholders excludes the 2,149,530 shares of the Company's Class A Common Stock held in escrow as they are considered contingently returnable shares until the indemnifications subject to escrow have been resolved.

ACCRUED LIABILITIES (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Other Liabilities Disclosure [Abstract]
Accrued compensation expenses	$ 10,975	$ 6,961
Accrued vendor payables	8,747	3,792
Accrued lender fees	0	2,603
Accrued litigation liabilities	2,532	0
Other accrued liabilities	345	528
Accrued liabilities	$ 22,599	$ 13,884

STOCK INCENTIVE PLANS (Tables)

9 Months Ended

Sep. 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 September 30, 2024, and 2023 (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Cost of revenues	$	99	$	98	$	358	$	294
Sales and marketing	1,232		903		3,417		2,662
Research and development	4,389		3,292		11,555		8,843
General and administrative	3,340		2,399		7,962		6,421
Restructuring costs	—		—		—		2,419
Total	$	9,060	$	6,692	$	23,292	$	20,639

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		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Numerator:
Net loss	$ (21,751)	$ (20,197)	$ (92,082)	$ (70,934)
Cumulative dividends attributable to Series A Preferred Stock	0	(647)	(416)	(2,206)
Net loss attributable to SoundHound common shareholders	$ (21,751)	$ (20,844)	$ (92,498)	$ (73,140)
Weighted Average Number of Shares
Basic (in shares)	360,385,812	242,022,268	326,166,633	222,760,880
Diluted (in shares)	360,385,812	242,022,268	326,166,633	222,760,880
Net loss per share:
Basic net loss per share (in dollars per share)	$ (0.06)	$ (0.09)	$ (0.28)	$ (0.33)
Diluted net loss per share (in dollars per share)	$ (0.06)	$ (0.09)	$ (0.28)	$ (0.33)

STOCK INCENTIVE PLANS - Narratives (Details)			2 Months Ended	3 Months Ended		9 Months Ended		30 Months Ended
STOCK INCENTIVE PLANS - Narratives (Details)	Jan. 03, 2024 Rate shares	Apr. 26, 2022 shares	Sep. 30, 2024 USD ($) shares	Sep. 30, 2024 USD ($) shares	Sep. 30, 2023 USD ($)	Sep. 30, 2024 USD ($) tranche Rate shares	Sep. 30, 2023 USD ($)	Sep. 30, 2024 USD ($) shares	Aug. 06, 2024 shares
Stock Incentive Plans
Nonvested award, recognized, amount \| $			$ 1,900,000	$ 1,900,000		$ 1,900,000		$ 1,900,000
Options granted ( in shares)				0		0
Total \| $				$ 9,060,000	$ 6,692,000	$ 23,292,000	$ 20,639,000
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						10 months 28 days
Stock-based awards \| Share-Based Payment Arrangement, Tranche One
Stock Incentive Plans
Vesting period (years)						1 year
Vesting percentage (in percent) \| Rate						25.00%
Restricted Stock Units (RSUs)
Stock Incentive Plans
Equity instruments granted (in shares)				9,254,425		13,646,611
Nonvested award, cost not yet recognized, period for recognition						2 years 6 months
Nonvested amount \| $			85,100,000	$ 85,100,000		$ 85,100,000		85,100,000
Restricted Stock Units (RSUs) \| Other employees
Stock Incentive Plans
Equity instruments granted (in shares)				9,254,425		10,259,633
Restricted Stock Units (RSUs) \| Share-Based Payment Arrangement, Tranche One
Stock Incentive Plans
Nonvested amount \| $			76,500,000	$ 76,500,000		$ 76,500,000		76,500,000
Market-Based RSUs
Stock Incentive Plans
Equity instruments granted (in shares)						0
Nonvested amount \| $			26,600	$ 26,600		$ 26,600		26,600
Performance-Based RSUs
Stock Incentive Plans
Equity instruments granted (in shares)				0		1,376,234
Nonvested amount \| $			2,700,000	$ 2,700,000		$ 2,700,000		2,700,000
Total \| $						$ 8,600,000
Restricted Stock
Stock Incentive Plans
Equity instruments granted (in shares)	2,033,156
Nonvested award, cost not yet recognized, period for recognition						2 years 3 days
Nonvested amount \| $			$ 800,000	$ 800,000		$ 800,000		$ 800,000
Number of tranches \| tranche						3
Restricted Stock \| Share-Based Payment Arrangement, Tranche One
Stock Incentive Plans
Vesting period (years)						3 years
Vesting percentage (in percent)						25.00%
Number of tranches \| tranche						3
Restricted Stock \| Share-Based Payment Arrangement, Tranche Two
Stock Incentive Plans
Vesting percentage (in percent)						75.00%
2016 Equity Incentive Plan
Stock Incentive Plans
Awards remaining for issuance shares (in Shares)			0	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 (in percent) \| Rate						25.00%
2022 Incentive Plan
Stock Incentive Plans
Awards remaining for issuance shares (in Shares)			284,248	284,248		284,248		284,248
Shares reserved (in shares)		19,650,371
Percentage of outstanding stock (in percent)		10.00%
2022 Employee Stock Purchase Plan
Stock Incentive Plans
Stock reserved for issuance (in Shares)			3,930,074	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
2024 Employment Inducement Incentive Award Plan
Stock Incentive Plans
Shares reserved (in shares)									6,000,000
Equity instruments granted (in shares)			0
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 (in 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 (in percent) \| Rate	75.00%
Synq3, Inc \| Restricted Stock Units (RSUs) \| Share-Based Payment Arrangement, Tranche Three \| SYNQ3 Employees
Stock Incentive Plans
Equity instruments granted (in shares)	1,952,000
Vesting period (years)	4 years

COMMON STOCK	9 Months Ended
COMMON STOCK	Sep. 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 nine months ended September 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 nine months ended September 30, 2023, certain holders of Class B Common Stock optionally converted 550,000 and 2,250,000 shares, respectively 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 $1.9 million for the nine months ended September 30, 2023 as other income (expense), net on its condensed consolidated statements of operations and comprehensive loss. The Company incurred third-party costs of $0.2 million 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 nine months ended September 30, 2023. During the nine months ended September 30, 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 under the Sales Agreement were 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 Sales Agents were 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 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 of $75,000 in the aggregate in connection with the execution of the Sales Agreement. During the three and nine months ended September 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. (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. Sales of Class A Common Stock 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 were 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. During the three and nine months ended September 30, 2024, the Company sold a total of 10,465,581 and 31,694,198 shares of our common stock under the Equity Distribution Agreement, at a weighted-average price of $4.74 and $4.73 per share, respectively, and raised $49.6 million and $150.0 million of gross proceeds, respectively. After deducting approximately $1.2 million and $3.7 million, respectively, of commissions and offering costs incurred by the Company, the net proceeds from sales of common stock was $48.4 million and $146.2 million respectively during the three and nine months ended September 30, 2024. As of September 30, 2024, the Company had no remaining capacity to sell the Company's common stock under the Equity Distribution Agreement.

- 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
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-Paragraph 13
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-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
-Paragraph 14
-Subparagraph (b)
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-URI https://asc.fasb.org/1943274/2147481112/505-10-50-14

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-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
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-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
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-Subparagraph (a)
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-URI https://asc.fasb.org/1943274/2147480237/815-40-50-6

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Name Accounting Standards Codification
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-Paragraph 1
-Subparagraph (SX 210.3-04)
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-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
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-Paragraph 1
-Subparagraph (SX 210.4-08(e)(1))
-Publisher FASB
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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
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Section 50
-Paragraph 13
-Subparagraph (i)
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-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Name Accounting Standards Codification
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-Paragraph 14
-Subparagraph (a)
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
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Reference 18: http://www.xbrl.org/2003/role/disclosureRef
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Reference 19: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147481112/505-10-50-18

+ Details

BUSINESS COMBINATIONS - Narratives (Details) - USD ($)					3 Months Ended		4 Months Ended	9 Months Ended		10 Months Ended
BUSINESS COMBINATIONS - Narratives (Details) - USD ($)	Aug. 07, 2024	Aug. 06, 2024	Jun. 14, 2024	Jan. 03, 2024	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024
Business Combination Segment Allocation [Line Items]
Goodwill recognized					$ 0
Change in fair value of contingent acquisition liabilities					(1,356,000)	$ 0		$ 1,724,000	$ 0
Gain on bargain purchase					0	$ 0		1,223,000	$ 0
Class A Common Stock \| Executive Officer \| Unvested Restricted Stock
Business Combination Segment Allocation [Line Items]
Equity instruments granted (in shares)				2,033,156
Synq3, Inc
Business Combination Segment Allocation [Line Items]
Cash paid				$ 3,910,000
Equity consideration (in shares)				5,755,910
Equity consideration				$ 9,687,000
Purchase price				15,700,000
Contingent liability				400,000
Decreased deferred revenue								100,000
Increase in accrued litigation								1,900,000
Decrease in deferred tax liabilities assumed								200,000
Decrease in deferred cash consideration								100,000
Decrease in deferred equity consideration								600,000
Goodwill recognized					0			300,000
Acquisition related expenses					0			800,000		$ 1,900,000
Revenue contributed					2,800,000			8,900,000
Net loss contributed					1,900,000			5,200,000
Net assets acquired				9,661,000
Intangible assets				$ 12,705,000
Synq3, Inc \| Restricted Stock
Business Combination Segment Allocation [Line Items]
Equity consideration (in shares)				2,033,156
Synq3, Inc \| Contingent holdback consideration
Business Combination Segment Allocation [Line Items]
Equity consideration (in shares)				1,179,514
Equity consideration				$ 500,000
Contingent liability				$ 427,000
Decrease in contingent holdback consideration								600,000
Change in fair value of contingent acquisition liabilities					$ 200,000			500,000
Synq3, Inc \| Contingent holdback consideration \| Common Stock
Business Combination Segment Allocation [Line Items]
Indemnification period				15 months
Synq3, Inc \| Holdback - to be settled in cash
Business Combination Segment Allocation [Line Items]
Contingent liability				$ 100,000
Synq3, Inc \| Holdback - to be settled in cash \| Class A Common Stock
Business Combination Segment Allocation [Line Items]
Equity consideration (in shares)					38,277
Synq3, Inc \| Contingent earnout consideration
Business Combination Segment Allocation [Line Items]
Upper range of additional consideration				$ 800,000
Contingent consideration liability, up to (in shares)				1,434,936
Contingent liability				$ 1,676,000
Change in fair value of contingent acquisition liabilities					$ (1,500,000)			1,200,000
Synq3, Inc \| Earnout - to be settled in cash
Business Combination Segment Allocation [Line Items]
Contingent liability				200,000
Synq3, Inc \| Deferred holdback - to be settled in cash
Business Combination Segment Allocation [Line Items]
Deferred consideration liability				$ 100,000
Synq3, Inc \| Deferred holdback - to be settled in shares \| Class A Common Stock
Business Combination Segment Allocation [Line Items]
Equity consideration (in shares)				361,145
Amelia Technologies, LLC
Business Combination Segment Allocation [Line Items]
Cash paid		$ 8,407,000
Equity consideration		15,291,000
Purchase price		103,886,000
Acquisition related expenses					4,800,000
Revenue contributed					15,600,000			15,600,000
Net loss contributed					400,000			400,000
Net assets acquired		(1,805,000)
Intangible assets		174,500,000
Amelia Technologies, LLC \| Amelia Debt \| Term Loan
Business Combination Segment Allocation [Line Items]
Equity consideration (in shares)	2,943,917
Principal amount		121,500,000
Amelia Technologies, LLC \| Contingent earnout consideration
Business Combination Segment Allocation [Line Items]
Contingent liability		71,560,000
Change in fair value of contingent acquisition liabilities					500,000			500,000
Amelia Technologies, LLC \| Upfront Consideration
Business Combination Segment Allocation [Line Items]
Cash paid		$ 8,400,000
Amelia Technologies, LLC \| Upfront Consideration \| Class A Common Stock
Business Combination Segment Allocation [Line Items]
Equity consideration (in shares)		3,809,520
Amelia Technologies, LLC \| Upfront Purchase Consideration
Business Combination Segment Allocation [Line Items]
Purchase price		$ 103,900,000
Contingent consideration liability (in shares)		16,822,429
Amelia Technologies, LLC \| Escrow Consideration Withholding
Business Combination Segment Allocation [Line Items]
Equity consideration (in shares)		2,149,530
Equity consideration		$ 8,628,000
Indemnification asset		$ 1,400,000
Share price (in dollars per share)		$ 5.35
Other Acquisition
Business Combination Segment Allocation [Line Items]
Purchase price			$ 1,000,000.0
Acquisition related expenses					$ 0		$ 100,000
Net assets acquired			2,200,000
Intangible assets			$ 2,550,000
Gain on bargain purchase								$ 1,200,000

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 (in percent)					50.00%
Performance conditions \| Maximum
Stock Incentive Plans
Vesting percentage (in percent)					100.00%
Tranche One
Stock Incentive Plans
Vesting percentage (in percent)	25.00%
Tranche Two
Stock Incentive Plans
Vesting percentage (in percent)	75.00%

WARRANTS	9 Months Ended
WARRANTS	Sep. 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), the Company issued warrants to purchase up to 3,301,536 shares of the Company’s Class A Common Stock to the lenders (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 September 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 September 30, 2024, there were 3,665,996 Public Warrants and Private Warrants issued and outstanding. There have been no exercises during the three and nine months ended September 30, 2024 and September 30, 2023.

GOODWILL AND INTANGIBLE ASSETS - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization	$ 5,100	$ 0	$ 7,200	$ 0
Cost	2,700		3,600
Amortization of intangible assets	$ 2,377	$ 0	$ 3,603	$ 0

GOODWILL AND INTANGIBLE ASSETS (Tables)

9 Months Ended

Sep. 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 nine months ended September 30, 2024, was as follows (in thousands):


Balance as of December 31, 2023	$	—
Acquisition of SYNQ3	6,039
Acquisition of Amelia	$	105,691
Balance as of September 30, 2024	$	111,730

Schedule of Finite-Lived Intangible Assets, Future Amortization Expense

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


Year ending December 31,
2024	$	7,636
2025	30,334
2026	29,372
2027	26,923
2028	25,398
Thereafter	$	62,916
Total	$	182,579

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):


		September 30, 2024
	Useful life (in years)	Gross Carrying Value		Accumulated Amortization		Net Carrying Value
Developed technology	3.0 - 7.0	$	105,640	$	3,573	$	102,067
Customer relationships	3.0 - 7.0	74,360		2,471		71,889
Tradename	2.0 - 5.0	8,470		746		7,724
Conversation data	2.5	1,285		386		899
Total		$	189,755	$	7,176	$	182,579

- 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
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-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

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
	Sep. 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 interim 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 unaudited interim condensed consolidated financial statements have been prepared on a basis consistent with the audited annual 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 September 30, 2024, and its results of operations for the three and nine months ended September 30, 2024, and 2023, and cash flows for the nine months ended September 30, 2024 and 2023 have been included. The results of operations for the three and nine months ended September 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 nine months ended September 30, 2024, which include, but are not limited to, the recognition and measurement of assumed contingent liabilities and deferred and contingent holdback consideration. There was no measurement period adjustment for the previous acquisitions during the three months ended September 30, 2024. 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 in the period they are identified. 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.

BUSINESS COMBINATIONS

9 Months Ended

Sep. 30, 2024

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

BUSINESS COMBINATIONS

SYNQ3 Acquisition

On January 3, 2024 (the "SYNQ3 Acquisition 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. 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. On the SYNQ3 Acquisition 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. The fair value of the preliminary purchase consideration was $15.7 million.

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 SYNQ3 Acquisition 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 SYNQ3 Acquisition 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. During the three months ended September 30, 2024, the Company issued 38,277 shares of the Company’s Class A Common Stock and paid an immaterial amount in cash from the Contingent Holdback Consideration to SYNQ3's former stockholders as a result of the net working capital adjustments settled during the quarter. 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.

Contingent SYNQ3 Earnout Consideration

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 SYNQ3 Earnout Consideration”). The Company accounted for the Contingent SYNQ3 Earnout Consideration as a liability within contingent acquisition liabilities on the Company's condensed consolidated balance sheets 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 SYNQ3 Acquisition Date, the Contingent SYNQ3 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 SYNQ3 Earnout Consideration.

Restricted stock awards

The 2,033,156 restricted shares of the Company's Class A Common Stock issued at the SYNQ3 Acquisition 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

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: January 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 goodwill is not deductible for tax purposes.

During the nine months ended September 30, 2024, the Company recorded measurement period adjustments to decrease the deferred revenue by $0.1 million as the revenue recognition criteria had 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 nine months ended September 30, 2024 and were made to reflect facts and circumstances that existed as of the SYNQ3 Acquisition Date. There was no measurement period adjustment recorded during the three months ended September 30, 2024.

The preliminary purchase price allocation has not been finalized as of September 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 earnout consideration. 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, such as the contingent liabilities accrued for a pre-acquisition legal contingency. See Note 7 to our unaudited condensed consolidated financial statements included within this report for more information. 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 SYNQ3 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 zero and $0.8 million were incurred during the three and nine months ended September 30, 2024, respectively, and recorded as general and administration expenses in its condensed consolidated statements of operations and comprehensive loss.

Amelia Acquisition

On August 6, 2024 (the “Amelia Acquisition Date”), the Company acquired all of the issued and outstanding equity of Amelia Holdings, Inc. (the “Amelia Acquisition”), a privately-held conversational AI software company involved in the development and delivery of AI and automation solutions and related services to improve customer experience and optimize business outcomes. The Company’s acquisition of Amelia is expected to strengthen SoundHound’s position in voice and conversational AI and allow the Company to enter new industries such as healthcare, insurance, financial services, and retail, expanding its market reach.

The total preliminary purchase consideration includes 3,809,520 shares of the Company's Class A Common Stock issued to the selling shareholders. The Company also issued and deposited 2,149,530 shares of Class A Common Stock otherwise owed to the selling shareholders into an escrow account in order to partially secure the indemnification obligations of the selling shareholders to the Company under the purchase agreement (the “Escrow Consideration”). The fair value of equity issued as part of the consideration paid was determined on the basis of the closing market price of the Company’s shares on the Amelia Acquisition Date, which also incorporated a discount for lack of marketability rates caused by the trading restrictions due to the fact that the shares were not registered at issuance. for a six-month holding period. The Company also paid $8.4 million of cash for seller transaction expenses in connection with the closing of the Amelia Acquisition. The Company agreed to issue up to 16,822,429 shares to the selling shareholders based on achievement of certain revenue targets in fiscal years 2025 and 2026 (the "Amelia Contingent Earnout Consideration). The fair value of the preliminary purchase consideration was $103.9 million.

In connection with the Amelia Acquisition, the Company assumed the amended senior secured term loan facility from Amelia in an aggregate principal amount of $121.5 million (“Amelia Debt”). See Note 9 to our unaudited condensed consolidated financial statements included within this report for more information on the Amelia Debt.

Escrow Consideration

The Company accounted for the Escrow Consideration as equity-classified shares issued as part of the consideration transferred. The Company recorded an indemnification asset of $1.4 million under other non-current assets related to

assumed sales tax and litigation contingent liabilities that existed prior to the Amelia Acquisition Date and are covered by the Company’s indemnification rights provided by the sellers. Upon the settlement of any valid indemnification claims against the selling shareholders, the escrow agent will return a number of shares to the Company equal to the dollar value of the indemnified loss divided by the reference price of $5.35 as stipulated in the purchase agreement. The Company concluded that this variability in settlement value is a derivative that is requirement to be remeasured to fair value due to changes in stock price. This derivative did not have a material impact to the financial statements for the three and nine months ended September 30, 2024. Upon the expiration of the escrow period, any remaining shares within the escrow account will be released to the selling shareholders.

Contingent Amelia Earnout Consideration

The Company also agreed to pay up to 16,822,429 in shares of Class A Common Stock to the selling shareholders based on achievement of certain annual revenue targets in fiscal years 2025 and 2026. The Company accounted for the Contingent Amelia Earnout Consideration as a liability within contingent acquisition liabilities on the Company's condensed consolidated balance sheets 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 Amelia Acquisition Date, the Contingent Amelia Earnout Consideration had an estimated fair value of $71.6 million. For the three and nine months ended September 30, 2024, the Company recognized a $0.5 million loss related to the Contingent Amelia Earnout Consideration, reflected in the change in fair value of contingent acquisition liabilities in the 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 Contingent Amelia Earnout Consideration.

Preliminary purchase price allocation

The preliminary purchase price allocation was performed as of August 6, 2024 and allocated to the assets acquired and liabilities assumed based on their respective fair values, as follows (in thousands):


	Preliminary: August 6, 2024
Cash paid	$	8,407
Equity consideration	15,291
Equity consideration in escrow	8,628
Contingent earnout consideration	71,560
Purchase price	103,886

Assets acquired:
Cash and cash equivalents	1,128
Accounts receivable	8,239
Other current assets	1,822
Contract asset - current	4,090
Property and equipment	348
Right-of-use assets	227
Other assets	1,741
Intangible assets	174,500
Total identified assets acquired	192,095

Liabilities assumed:
Accounts payable	14,839
Accrued liabilities	11,420
Income tax liabilities	582
Short-term debt	70,000
Operating lease liability, current	211
Financing lease liability, current	37
Other current liabilities	3,885
Deferred revenue	23,144
Deferred revenue, non-current	4,295
Long-term debt	51,511
Deferred tax liabilities	11,105
Operating lease liability, non-current	16
Other liabilities, non-current	34
Income tax liability, net of current portion	2,821
Total liabilities assumed	193,900

Fair value of identifiable net liabilities assumed	$	(1,805)
Goodwill acquired on acquisition	$	105,691

The preliminary purchase price allocation has not been finalized as of September 30, 2024 primarily due to the final assessment of the fair values of the intangible assets, contingent tax liability assumed, and fair value of the contingent earnout consideration. 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 Amelia 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)	at acquisition
Developed technology	7.0	$	98,900
Customer relationships	7.0	68,600
Trade names	5.0	7,000
		$	174,500

The Company incurred $4.8 million in acquisition related expenses, all of which was incurred during the three months ended September 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 SYNQ3 and Amelia are included in these unaudited condensed consolidated financial statements from the date of the acquisition. SYNQ3 contributed revenue of $2.8 million and $8.9 million, respectively, and net loss of $1.9 million and $5.2 million, respectively, to the Company for the three and nine months ended September 30, 2024. Amelia contributed revenue of $15.6 million and net loss of $0.4 million to the Company for the three and nine months ended September 30, 2024.

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


	Unaudited
	Three Months Ended		Nine Months Ended
	September 30, 2023		September 30, 2023
Revenue	$	39,717	$	109,879
Net loss attributable to SoundHound AI, Inc.	$	(38,337)	$	(121,922)


	Unaudited
	Three Months Ended		Nine Months Ended
	September 30, 2024		September 30, 2024
Revenue	$	33,766	$	104,154
Net loss attributable to SoundHound AI, Inc.	$	(31,943)	$	(123,192)

The unaudited pro forma financial information includes the combined historical operating results of the Company, SYNQ3 and Amelia prior to the acquisitions, with adjustments to give effect for the acquisitions 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 transaction costs related to the acquisitions, adjustments to interest expense related to previously outstanding debt held by the acquired entities, elimination of amortization expense related to previously recognized goodwill held by SYNQ3, and the related tax effects of pro forma adjustments for the period. These unaudited pro forma results are presented for informational purposes 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 nine months ended September 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 September 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, of which zero and $0.1 million were incurred during the three and nine months ended September 30, 2024, respectively, and recorded as general and administration expenses in its condensed consolidated statements of operations and comprehensive loss.

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

BUSINESS COMBINATIONS - Schedule of Proforma (Details) - Synq3, Inc - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Business Combination Segment Allocation [Line Items]
Revenue	$ 33,766	$ 39,717	$ 104,154	$ 109,879
Net loss attributable to SoundHound AI, Inc.	$ (31,943)	$ (38,337)	$ (123,192)	$ (121,922)

RESTRUCTURING (Details) $ in Thousands	1 Months Ended	3 Months Ended		9 Months Ended
RESTRUCTURING (Details) $ in Thousands	Jan. 31, 2023 position	Sep. 30, 2024 USD ($)	Sep. 30, 2023 USD ($)	Sep. 30, 2024 USD ($)	Sep. 30, 2023 USD ($)
Restructuring and Related Activities [Abstract]
Number of positions eliminated (percent)	40.00%
Number of positions eliminated (in employees) \| position	180
Restructuring		$ 0	$ 0	$ 0	$ 3,751
Payments for restructuring					$ 1,400

OTHER INCOME (EXPENSE), NET (Tables)

9 Months Ended

Sep. 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 nine months ended September 30, 2024 and 2023 (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Other income (expense), net
Interest income	2,263		1,204		6,898		2,075
Loss on change in fair value of ELOC program	—		—		—		(1,901)
Gain on bargain purchase	—		—		1,223		—
Other income (expense), net	371		132		966		(476)
Total other income (expense), net	$	2,634	$	1,336	$	9,087	$	(302)

BUSINESS COMBINATIONS - Schedule of Purchase Price (Details) - USD ($) $ in Thousands	Aug. 06, 2024	Jan. 03, 2024	Sep. 30, 2024	Dec. 31, 2023
Business Combination, Separately Recognized Transactions [Line Items]
Goodwill acquired on acquisition			$ 111,730	$ 0
Synq3, Inc
Business Combination, Separately Recognized Transactions [Line Items]
Cash paid		$ 3,910
Equity consideration		9,687
Contingent consideration		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
Deferred tax liability		38
Other non-current liabilities		750
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 consideration		1,676
Synq3, Inc \| Contingent holdback consideration
Business Combination, Separately Recognized Transactions [Line Items]
Equity consideration		500
Contingent consideration		$ 427
Amelia Technologies, LLC
Business Combination, Separately Recognized Transactions [Line Items]
Cash paid	$ 8,407
Equity consideration	15,291
Purchase price	103,886
Cash	1,128
Accounts receivable	8,239
Other current assets	1,822
Contract asset - current	4,090
Property and equipment	348
Right-of-use assets	227
Other assets	1,741
Intangible assets	174,500
Total identified assets acquired	192,095
Accounts payable	14,839
Accrued liabilities	11,420
Income tax liabilities	582
Short-term debt	70,000
Operating lease liability, current	211
Financing lease liability, current	37
Other current liabilities	3,885
Deferred revenue	23,144
Deferred revenue, non-current	4,295
Long-term debt	51,511
Deferred tax liability	11,105
Operating lease liability, non-current	16
Other non-current liabilities	34
Income tax liability, net of current portion	2,821
Total liabilities assumed	193,900
Fair value of identifiable net assets acquired	(1,805)
Goodwill acquired on acquisition	105,691
Amelia Technologies, LLC \| Contingent earnout consideration
Business Combination, Separately Recognized Transactions [Line Items]
Contingent consideration	71,560
Amelia Technologies, LLC \| Escrow Consideration Withholding
Business Combination, Separately Recognized Transactions [Line Items]
Equity consideration	$ 8,628

BUSINESS COMBINATIONS (Tables)

9 Months Ended

Sep. 30, 2024

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

Schedule of Purchase Price Allocation


	Preliminary: January 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


	Preliminary: August 6, 2024
Cash paid	$	8,407
Equity consideration	15,291
Equity consideration in escrow	8,628
Contingent earnout consideration	71,560
Purchase price	103,886

Assets acquired:
Cash and cash equivalents	1,128
Accounts receivable	8,239
Other current assets	1,822
Contract asset - current	4,090
Property and equipment	348
Right-of-use assets	227
Other assets	1,741
Intangible assets	174,500
Total identified assets acquired	192,095

Liabilities assumed:
Accounts payable	14,839
Accrued liabilities	11,420
Income tax liabilities	582
Short-term debt	70,000
Operating lease liability, current	211
Financing lease liability, current	37
Other current liabilities	3,885
Deferred revenue	23,144
Deferred revenue, non-current	4,295
Long-term debt	51,511
Deferred tax liabilities	11,105
Operating lease liability, non-current	16
Other liabilities, non-current	34
Income tax liability, net of current portion	2,821
Total liabilities assumed	193,900

Fair value of identifiable net liabilities assumed	$	(1,805)
Goodwill acquired on acquisition	$	105,691

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

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)	at acquisition
Developed technology	7.0	$	98,900
Customer relationships	7.0	68,600
Trade names	5.0	7,000
		$	174,500

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 Acquisition, Pro Forma Information


	Unaudited
	Three Months Ended		Nine Months Ended
	September 30, 2023		September 30, 2023
Revenue	$	39,717	$	109,879
Net loss attributable to SoundHound AI, Inc.	$	(38,337)	$	(121,922)


	Unaudited
	Three Months Ended		Nine Months Ended
	September 30, 2024		September 30, 2024
Revenue	$	33,766	$	104,154
Net loss attributable to SoundHound AI, Inc.	$	(31,943)	$	(123,192)

ACCRUED LIABILITIES

9 Months Ended

Sep. 30, 2024

Other Liabilities Disclosure [Abstract]

ACCRUED LIABILITIES

Accrued liabilities consisted of the following (in thousands):


	September 30, 2024		December 31, 2023
Accrued compensation expenses	$	10,975	$	6,961
Accrued vendor payables	8,747		3,792
Accrued lender fees	—		2,603
Accrued litigation liabilities	2,532		—
Other accrued liabilities	345		528
	$	22,599	$	13,884

ACCRUED LIABILITIES (Tables)

9 Months Ended

Sep. 30, 2024

Other Liabilities Disclosure [Abstract]

Schedule of Accrued Liabilities

Accrued liabilities consisted of the following (in thousands):


	September 30, 2024		December 31, 2023
Accrued compensation expenses	$	10,975	$	6,961
Accrued vendor payables	8,747		3,792
Accrued lender fees	—		2,603
Accrued litigation liabilities	2,532		—
Other accrued liabilities	345		528
	$	22,599	$	13,884

REVENUE RECOGNITION - Schedule of revenue recognition pattern (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Disaggregation of Revenue
Total	$ 25,094	$ 13,268	$ 50,150	$ 28,726
Over time revenue
Disaggregation of Revenue
Total	20,923	5,175	41,206	18,710
Point-in-time
Disaggregation of Revenue
Total	$ 4,171	$ 8,093	$ 8,944	$ 10,016

- 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
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-32

Reference 4: http://fasb.org/us-gaap/role/ref/otherTransitionRef
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-Section 50
-Paragraph 32
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-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
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-Name Accounting Standards Codification
-Section 50
-Paragraph 32
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 924
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-Section S99
-Paragraph 1
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
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-Paragraph 30
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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
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-Name Accounting Standards Codification
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-Paragraph 40
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-40

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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-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

NOTE PAYABLE - Narratives (Details) - USD ($)						1 Months Ended	3 Months Ended		9 Months Ended
NOTE PAYABLE - Narratives (Details) - USD ($)	Aug. 07, 2024	Jun. 07, 2024	Apr. 14, 2023	Dec. 01, 2021	Jun. 14, 2021	Jun. 30, 2021	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Aug. 06, 2024	Jun. 30, 2024	Mar. 31, 2021
Debt Instrument [Line Items]
Interest expense related to the debt discounts									$ 0	$ 4,136,000
Loss on early extinguishment of debt							$ 0	$ 0	15,587,000	837,000
Cash paid for interest									4,448,000	7,945,000
Payment to retire debt assumed									$ 175,602,000	$ 35,029,000
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										$ 1,100,000
Extinguishment of debt			18,500,000
Repayments of debt			18,100,000
Prepayment premium			300,000
Accrued interest			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										$ 1,000,000
Extinguishment of debt			11,700,000
Repayments of debt			11,500,000
Prepayment premium			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
Effective interest rate (percent)												14.00%
Additional borrowing capacity			$ 25,000,000
Term Loan \| Secured Debt \| Closing date
Debt Instrument [Line Items]
Percentage of Term Loan required to be paid (percent)			3.50%
Initial period with collateral protection insurance payments			18 months
Term Loan \| Secured Debt \| 18-month anniversary
Debt Instrument [Line Items]
Percentage of Term Loan required to be paid (percent)			2.50%
Term Loan \| Term SOFR \| Secured Debt
Debt Instrument [Line Items]
Prime interest rate (percent)			0.15%
Term Loan \| SOFR \| Secured Debt
Debt Instrument [Line Items]
Prime interest rate (percent)			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									$ 6,000,000
Interest expense related to the debt discounts									1,500,000
Effective interest rate (percent)												25.18%
Cash paid for interest									$ 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
Transaction expense		$ 600,000
Amelia Debt \| Term Loan
Debt Instrument [Line Items]
Interest percentage (percent)	2.00%
Interest expense							$ 1,000,000.0
Interest paid capitalized							$ 100,000
Amelia Debt \| Term Loan \| Amelia Technologies, LLC
Debt Instrument [Line Items]
Principal amount											$ 121,500,000
Payment to retire debt assumed	$ 70,000,000.0
Long-term balance	$ 39,700,000
Equity consideration (in shares)	2,943,917
Amelia Debt \| Term SOFR \| Term Loan \| Variable Rate Component One
Debt Instrument [Line Items]
Prime interest rate (percent)	9.00%
Amelia Debt \| Term SOFR \| Term Loan \| Variable Rate Component Two
Debt Instrument [Line Items]
Prime interest rate (percent)	1.00%

INCOME TAXES

9 Months Ended

Sep. 30, 2024

Income Tax Disclosure [Abstract]

INCOME TAXES

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Loss before income taxes	(32,242)		(18,636)		(101,640)		(68,627)
Income tax (benefit) expense	(10,491)		1,561		(9,558)		2,307
Effective tax rate	32.54	%	(8.38)	%	9.40	%	(3.36)	%

The Company’s recorded effective tax rate differs from the U.S. statutory rate primarily due to the 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
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

CONDENSED CONSOLIDATED BALANCE SHEETS (Parentheticals) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Allowances on accounts receivable	$ 1,874	$ 203
Allowance for credit losses	118	17
Allowance for credit loss, non current	$ 195	$ 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)	336,481,401	216,943,349
Common stock, shares outstanding (in shares)	336,481,401	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

GOODWILL AND INTANGIBLE ASSETS - Goodwill (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2024 USD ($)
Goodwill [Roll Forward]
Goodwill, Beginning Balance	$ 0
Goodwill, Ending Balance	111,730
Synq3, Inc
Goodwill [Roll Forward]
Acquisition	6,039
Amelia Technologies, LLC
Goodwill [Roll Forward]
Acquisition	$ 105,691

- 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
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478546/942-210-S99-1

+ Details

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Income Statement [Abstract]
Revenues	$ 25,094	$ 13,268	$ 50,150	$ 28,726
Operating expenses:
Cost of revenues	12,901	3,590	22,550	7,396
Sales and marketing	8,363	4,471	19,560	14,424
Research and development	19,545	12,806	50,161	38,726
General and administrative	17,031	6,931	36,833	20,644
Change in fair value of contingent acquisition liabilities	(1,356)	0	1,724	0
Amortization of intangible assets	2,377	0	3,603	0
Restructuring	0	0	0	3,751
Total operating expenses	58,861	27,798	134,431	84,941
Loss from operations	(33,767)	(14,530)	(84,281)	(56,215)
Other expense, net:
Loss on early extinguishment of debt	0	0	(15,587)	(837)
Interest expense	(1,109)	(5,442)	(10,859)	(11,273)
Other income (expense), net	2,634	1,336	9,087	(302)
Total other expense, net	1,525	(4,106)	(17,359)	(12,412)
Loss before provision for income taxes	(32,242)	(18,636)	(101,640)	(68,627)
Provision for income taxes	(10,491)	1,561	(9,558)	2,307
Net loss	(21,751)	(20,197)	(92,082)	(70,934)
Cumulative dividends attributable to Series A Preferred Stock	0	(647)	(416)	(2,206)
Net loss attributable to SoundHound common shareholders	(21,751)	(20,844)	(92,498)	(73,140)
Other comprehensive income:
Unrealized gains on investments	57	168	63	197
Comprehensive loss	$ (21,694)	$ (20,029)	$ (92,019)	$ (70,737)
Net loss per share:
Basic (in dollars per share)	$ (0.06)	$ (0.09)	$ (0.28)	$ (0.33)
Diluted (in dollars per share)	$ (0.06)	$ (0.09)	$ (0.28)	$ (0.33)
Weighted-average common shares outstanding:
Basic (in shares)	360,385,812	242,022,268	326,166,633	222,760,880
Diluted (in shares)	360,385,812	242,022,268	326,166,633	222,760,880

REVENUE RECOGNITION - Schedule of disaggregates revenue by geographic location (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Disaggregation of Revenue
Revenues	$ 25,094	$ 13,268	$ 50,150	$ 28,726
United States
Disaggregation of Revenue
Revenues	13,471	792	21,049	2,282
Korea
Disaggregation of Revenue
Revenues	3,050	9,550	10,007	14,132
France
Disaggregation of Revenue
Revenues	852	1,012	8,106	2,589
Germany
Disaggregation of Revenue
Revenues	33	196	173	5,797
Other
Disaggregation of Revenue
Revenues	$ 7,688	$ 1,718	$ 10,815	$ 3,926

- 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 (Tables)

9 Months Ended

Sep. 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 September 30, 2024 (in thousands):


Remainder of 2024	$	2,750
2025	14,000
2026	16,000
2027	24,000
2028	24,000
Total	$	80,750

COMMON STOCK (Details) $ / shares in Units, $ in Thousands						3 Months Ended		9 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	Sep. 30, 2024 USD ($) $ / shares shares	Sep. 30, 2023 $ / shares shares	Sep. 30, 2024 USD ($) $ / shares shares	Sep. 30, 2023 USD ($) $ / shares shares	Dec. 31, 2023 $ / 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	$ 71,454
Payment of financing costs associated with the sales agreement								$ 7,182	0
CFPI Registration Rights Agreement
Class of Stock
Costs and fees incurred									200
Initial fair value of derivative liability				$ 1,100
Loss on change in fair value of ELOC program									$ 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 Registration Rights Agreement \| Minimum
Class of Stock
Stock price per share (in dollars per share) \| $ / shares							$ 1.75		$ 1.75
CFPI Registration Rights Agreement \| Maximum
Class of Stock
Stock price per share (in dollars per share) \| $ / shares							4.26		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						10,465,581		31,694,198
Stock price per share (in dollars per share) \| $ / shares						$ 4.74	$ 4.73	$ 4.74	$ 4.73
Proceeds from the sales of share						$ 48,400		$ 146,200
Gross proceeds raised						49,600		150,000
Payment of financing costs associated with the sales agreement						1,200		3,700
Remaining capacity available for issuance						$ 0		$ 0
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 Registration Rights Agreement
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						10,465,581		69,601,417
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	550,000	4,750,000	2,250,000

INCOME TAXES (Tables)

9 Months Ended

Sep. 30, 2024

Income Tax Disclosure [Abstract]

Schedule of Tax Expense (Benefit) and the Effective Tax Rate

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Loss before income taxes	(32,242)		(18,636)		(101,640)		(68,627)
Income tax (benefit) expense	(10,491)		1,561		(9,558)		2,307
Effective tax rate	32.54	%	(8.38)	%	9.40	%	(3.36)	%

NET LOSS PER SHARE - Narrative (Details) - shares	9 Months Ended
NET LOSS PER SHARE - Narrative (Details) - shares	Sep. 30, 2024	Sep. 30, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	37,115,063	58,994,845
Share-Based Payment Arrangement And Restricted Stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	4,440,482	0
Contingently Issuable Shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	18,257,365	0
Contingently Issuable Shares \| Synq3, Inc \| Contingent holdback consideration
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	167,102	0
Contingently Returnable Shares \| Class A Common Stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	2,149,530

FAIR VALUE MEASUREMENTS - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Expected life
Change in amount of contingent consideration, (gain) loss	$ (1,356)	$ 0	$ 1,724	$ 0
Synq3, Inc \| Contingent holdback consideration
Expected life
Holdback period	15 months		15 months
Change in amount of contingent consideration, (gain) loss	$ 200		$ 500
Synq3, Inc \| Contingent earnout consideration
Expected life
Change in amount of contingent consideration, (gain) loss	$ (1,500)		$ 1,200

REVENUE RECOGNITION - Schedule of Contract Balance (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023	Jan. 01, 2023
Revenue from Contract with Customer [Abstract]
Unbilled account receivables - current	$ 19,594	$ 5,138
Contract assets - current	5,045	6,642	$ 8,700
Unbilled account receivables - non-current	1,723	0
Contract assets - non-current	$ 12,873	$ 16,492

Cover - shares	9 Months Ended
Cover - shares	Sep. 30, 2024	Nov. 08, 2024
Document Information
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 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	Q3
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		337,014,817
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

OTHER INCOME (EXPENSE), NET

9 Months Ended

Sep. 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 nine months ended September 30, 2024 and 2023 (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Other income (expense), net
Interest income	2,263		1,204		6,898		2,075
Loss on change in fair value of ELOC program	—		—		—		(1,901)
Gain on bargain purchase	—		—		1,223		—
Other income (expense), net	371		132		966		(476)
Total other income (expense), net	$	2,634	$	1,336	$	9,087	$	(302)

INCOME TAXES (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
INCOME TAXES (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Income Tax Disclosure [Abstract]
Loss before income taxes	$ (32,242)	$ (18,636)	$ (101,640)	$ (68,627)
Income tax (benefit) expense	$ (10,491)	$ 1,561	$ (9,558)	$ 2,307
Effective tax rate (in percent)	32.54%	(8.38%)	9.40%	(3.36%)

- 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.

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+ Details

- Definition

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

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+ Details

RESTRUCTURING	9 Months Ended
RESTRUCTURING	Sep. 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 nine months ended September 30, 2023, we recorded $3.8 million of restructuring expenses in connection with the Restructuring Plan, of which $1.4 million were cash payments. The Restructuring Plan was substantially complete as of December 31, 2023.

FAIR VALUE MEASUREMENTS

9 Months Ended

Sep. 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):


	September 30, 2024
	Level 1		Level 2		Level 3
Assets:
Cash equivalents
Treasury bills	$	37,604	$	—	$	—
Money market funds	80,113		—		—
Total assets	$	117,717	$	—	$	—
Liabilities:
Other current liabilities
Contingent holdback consideration	$	—	$	—	$	731
Contingent acquisition liabilities
Contingent earnout consideration	—		—		74,450
Total liabilities	$	—	$	—	$	75,181


	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

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
Settlement	(206)
Change in the fair value of liability	164
Balance as of September 30, 2024	$	731

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 nine months ended September 30, 2024, the Company recognized a loss of $0.2 million and $0.5 million, respectively, related to the Contingent Holdback Consideration.

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


	January 3, 2024		September 30, 2024
Risk-free interest rate	4.6	%	3.9	%
Holdback period	1.25 years		0.50 years

Contingent Earnout Consideration

The reconciliation of the Company's contingent 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
Acquisition of Amelia	$	71,560
Change in the fair value of liability	$	(1,520)
Balance as of September 30, 2024	$	74,450

For the three and nine months ended September 30, 2024, the Company recognized a gain of $1.5 million and a loss of $1.2 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 SYNQ3 Earnout Consideration acquired from SYNQ3 Acquisition has been estimated as of the Closing Date and September 30, 2024, with the following assumptions for the unobservable inputs:


	January 3, 2024		September 30, 2024
Discount rate	12.6	%	10.0	%
Expected stock price volatility	115.3	%	130.0	%
Risk-free interest rate	4.2	%	3.6	%
Expected dividend yield	0.0	%	0.0	%
Expected life	0.5 - 2.5 years		0.13 - 1.75 years

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


	August 6, 2024		September 30, 2024
Metric specific discount rate	8.0	%	7.5	%
Earnout payment discount rate	3.8	%	3.6	%
Expected stock price volatility	73.0	%	70.0	%
Expected metric volatility	11.0	%	11.0	%
Risk-free interest rate for target revenue	4.0	%	3.7	%
Risk-free interest rate for stock price	3.8	%	3.6	%
Expected dividend yield	0.0	%	0.0	%
Expected life	1.4 - 2.4 years		1.25 - 2.25 years

There were no transfers of financial instruments between Level 1, Level 2 and Level 3 during the three and nine months ended September 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.

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+ Details

COMMITMENTS AND CONTINGENCIES - Narratives (Details) - USD ($) $ in Thousands	1 Months Ended
	Aug. 31, 2021	Sep. 30, 2024	Dec. 31, 2023
Loss Contingencies [Line Items]
Commitment period	7 years
Accrued litigation liabilities		$ 2,532	$ 0
SYNQ3 Litigation Against TEBO
Loss Contingencies [Line Items]
Accrued litigation liabilities		1,900
Possible Sales Tax Liability
Loss Contingencies [Line Items]
Estimated and recorded liability	$ 98,000	$ 3,400	$ 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

STOCK INCENTIVE PLANS - Schedule of operations and comprehensive loss (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Stock Incentive Plans
Total	$ 9,060	$ 6,692	$ 23,292	$ 20,639
Cost of revenues
Stock Incentive Plans
Total	99	98	358	294
Sales and marketing
Stock Incentive Plans
Total	1,232	903	3,417	2,662
Research and development
Stock Incentive Plans
Total	4,389	3,292	11,555	8,843
General and administrative
Stock Incentive Plans
Total	3,340	2,399	7,962	6,421
Restructuring costs
Stock Incentive Plans
Total	$ 0	$ 0	$ 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.

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+ Details

ORGANIZATION	9 Months Ended
ORGANIZATION	Sep. 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. On August 6, 2024, the Company completed the acquisition of Amelia Holdings, Inc. ("Amelia") in a cash and stock 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 $21.8 million and $92.1 million, respectively, for the three and nine months ended September 30, 2024. As of September 30, 2024, the Company had an accumulated deficit of $684.5 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 September 30, 2024 was $135.6 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 18 for information regarding the Company's equity financing activity subsequent to September 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.

FAIR VALUE MEASUREMENTS - Schedule of Earnout Liability (Details) - Contingent earnout consideration	Sep. 30, 2024 shares Year	Aug. 06, 2024 Year	Jan. 03, 2024 Year
Discount rate \| Synq3, Inc
Expected life
Fair value measurement inputs	0.100		0.126
Discount rate \| Amelia Technologies, LLC
Expected life
Fair value measurement inputs	0.075	0.080
Expected stock price volatility \| Synq3, Inc
Expected life
Fair value measurement inputs	1.300		1.153
Expected stock price volatility \| Amelia Technologies, LLC
Expected life
Fair value measurement inputs	0.700	0.730
Risk-free interest rate \| Synq3, Inc
Expected life
Fair value measurement inputs	0.036		0.042
Risk-free interest rate \| Amelia Technologies, LLC
Expected life
Fair value measurement inputs	0.037	0.040
Expected dividend yield
Expected life
Fair value measurement inputs \| shares	0
Expected dividend yield \| Synq3, Inc
Expected life
Fair value measurement inputs	0.000		0.000
Expected dividend yield \| Amelia Technologies, LLC
Expected life
Fair value measurement inputs	0.000	0.000
Expected life \| Minimum \| Synq3, Inc
Expected life
Fair value measurement inputs	0.13		0.5
Expected life \| Minimum \| Amelia Technologies, LLC
Expected life
Fair value measurement inputs	1.25	1.4
Expected life \| Maximum \| Synq3, Inc
Expected life
Fair value measurement inputs	1.75		2.5
Expected life \| Maximum \| Amelia Technologies, LLC
Expected life
Fair value measurement inputs	2.25	2.4
Earnout payment discount rate \| Amelia Technologies, LLC
Expected life
Fair value measurement inputs	0.036	0.038
Expected metric volatility \| Amelia Technologies, LLC
Expected life
Fair value measurement inputs	0.110	0.110
Risk-free interest rate for stock price \| Amelia Technologies, LLC
Expected life
Fair value measurement inputs	0.036	0.038

REVENUE RECOGNITION - Schedule of Service (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Disaggregation of Revenue
Total	$ 25,094	$ 13,268	$ 50,150	$ 28,726
Product royalties
Disaggregation of Revenue
Total	5,987	12,616	23,599	26,972
Service subscriptions
Disaggregation of Revenue
Total	19,029	491	26,250	1,291
Monetization
Disaggregation of Revenue
Total	$ 78	$ 161	$ 301	$ 463

- 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 - Schedule of aggregate noncancelable future minimum payments (Details) $ in Thousands	Sep. 30, 2024 USD ($)
Commitments and Contingencies Disclosure [Abstract]
Remainder of 2024	$ 2,750
2025	14,000
2026	16,000
2027	24,000
2028	24,000
Total	$ 80,750

REVENUE RECOGNITION - Narratives (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 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 and Amelia Software Platform over the contract period without taking possession of the software.
Revenues	$ 25,094	$ 13,268	$ 50,150	$ 28,726
Deferred revenue recognized	1,200	1,500	4,000	6,100
Accounts receivable, net	13,570		13,570		$ 4,050	$ 3,400
Contract assets - current	5,045		5,045		$ 6,642	8,700
Deferred revenue						$ 13,400
Revenue, remaining performance obligation, amount	66,900		66,900
Professional services
Disaggregation of Revenue
Revenues	2,851	912	5,747	6,839
Right-to-use licensing revenue
Disaggregation of Revenue
Revenues	4,619	7,933	9,125	8,671
Product royalties
Disaggregation of Revenue
Revenues	5,987	12,616	23,599	26,972
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-10-01
Disaggregation of Revenue
Revenue, remaining performance obligation, amount	$ 40,900		$ 40,900
Revenue, remaining performance obligation, expected timing of satisfaction, period	1 year		1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-10-01
Disaggregation of Revenue
Revenue, remaining performance obligation, amount	$ 24,100		$ 24,100
Revenue, remaining performance obligation, expected timing of satisfaction, period	2 years		2 years
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2028-10-01
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]: 2029-10-01
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	$ 20,923	5,175	$ 41,206	18,710
Over time revenue \| Professional services
Disaggregation of Revenue
Revenues	2,800	900	5,700	5,900
Point-in-time
Disaggregation of Revenue
Revenues	$ 4,171	8,093	$ 8,944	10,016
Point-in-time \| Professional services
Disaggregation of Revenue
Revenues		$ 0		$ 900

NET LOSS PER SHARE (Tables)

9 Months Ended

Sep. 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 nine months ended September 30, 2024 and 2023:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Numerator:
Net loss	$	(21,751)	$	(20,197)	$	(92,082)	$	(70,934)
Cumulative dividends attributable to Series A Preferred Stock	—		(647)		(416)		(2,206)
Net loss attributable to SoundHound common shareholders (in thousands)	$	(21,751)	$	(20,844)	$	(92,498)	$	(73,140)
Denominator:
Weighted average shares outstanding – basic and dilutive	360,385,812		242,022,268		326,166,633		222,760,880
Basic and diluted net loss per share	$	(0.06)	$	(0.09)	$	(0.28)	$	(0.33)

Schedule of Outstanding Shares of Potentially Dilutive Securities


	As of September 30,
	2024	2023
Stock-based awards	32,940,778	36,129,323
Series A Preferred Stock	—	15,897,990
Common stock warrants	3,665,996	6,967,532
Unvested restricted stock awards	508,289	—
Total	37,115,063	58,994,845

NOTE PAYABLE (Tables)

9 Months Ended

Sep. 30, 2024

Debt Disclosure [Abstract]

Schedule of Convertible Notes, Debt Balances

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


	September 30, 2024		December 31, 2023
Term Loan	$	—	$	100,000
Amelia Debt	39,694

Unamortized discount and debt issuance costs	—		(15,688)
Carrying value of long-term debt	$	39,694	$	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

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-Name Accounting Standards Codification
-Section S99
-Paragraph 1
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-URI https://asc.fasb.org/1943274/2147481112/505-10-50-7

+ Details

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 135,606	$ 95,260
Accounts receivable, net of allowances of $1,874 and $203 as of September 30, 2024 and December 31, 2023, respectively	13,570	4,050
Contract assets and unbilled receivable, net of allowance for credit losses of $118 and $17 of September 30, 2024 and December 31, 2023, respectively	24,639	11,780
Other current assets	7,394	2,452
Total current assets	181,209	113,542
Restricted cash equivalents, non-current	811	13,775
Right-of-use assets	3,860	5,210
Property and equipment, net	1,541	1,515
Goodwill	111,730	0
Intangible assets, net	182,579	0
Deferred tax asset	30	11
Contract assets and unbilled receivable, non-current, net of allowance for credit losses of $195 and $177 of September 30, 2024 and December 31, 2023, respectively	14,596	16,492
Other non-current assets	3,298	577
Total assets	499,654	151,122
Current liabilities:
Accounts payable	17,758	1,653
Accrued liabilities	22,599	13,884
Operating lease liabilities	1,832	2,637
Finance lease liabilities	74	121
Income tax liability	2,677	1,618
Deferred revenue	20,096	4,310
Other current liabilities	5,142	0
Total current liabilities	70,178	24,223
Operating lease liabilities, net of current portion	2,241	3,089
Deferred revenue, net of current portion	7,570	4,910
Long-term debt	39,694	84,312
Contingent acquisition liabilities (Note 17)	74,450	0
Income tax liability, net of current portion	5,004	2,453
Other non-current liabilities	4,530	3,967
Total liabilities	203,667	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 September 30, 2024 and December 31, 2023, respectively	0	14,187
Additional paid-in capital	980,150	606,135
Accumulated deficit	(684,461)	(592,379)
Accumulated other comprehensive income	262	199
Total stockholders’ equity	295,987	28,168
Total liabilities and stockholders’ equity	499,654	151,122
Class A Common Stock
Stockholders’ equity:
Common stock	33	22
Class B Common Stock
Stockholders’ equity:
Common stock	$ 3	$ 4

BUSINESS COMBINATIONS - Schedule of Preliminary Fair Values (Details) - USD ($) $ in Thousands	Aug. 06, 2024	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 \| Trade names
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
Amelia Technologies, LLC
Business Combination, Separately Recognized Transactions [Line Items]
Intangible assets	$ 174,500
Amelia Technologies, LLC \| Developed technology
Business Combination, Separately Recognized Transactions [Line Items]
Useful life	7 years
Intangible assets	$ 98,900
Amelia Technologies, LLC \| Customer relationships
Business Combination, Separately Recognized Transactions [Line Items]
Useful life	7 years
Intangible assets	$ 68,600
Amelia Technologies, LLC \| Trade names
Business Combination, Separately Recognized Transactions [Line Items]
Useful life	5 years
Intangible assets	$ 7,000
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 \| Trade names
Business Combination, Separately Recognized Transactions [Line Items]
Useful life		3 years
Intangible assets		$ 60

FAIR VALUE MEASUREMENTS (Tables)

9 Months Ended

Sep. 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):


	September 30, 2024
	Level 1		Level 2		Level 3
Assets:
Cash equivalents
Treasury bills	$	37,604	$	—	$	—
Money market funds	80,113		—		—
Total assets	$	117,717	$	—	$	—
Liabilities:
Other current liabilities
Contingent holdback consideration	$	—	$	—	$	731
Contingent acquisition liabilities
Contingent earnout consideration	—		—		74,450
Total liabilities	$	—	$	—	$	75,181


	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


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
Settlement	(206)
Change in the fair value of liability	164
Balance as of September 30, 2024	$	731

The reconciliation of the Company's contingent 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
Acquisition of Amelia	$	71,560
Change in the fair value of liability	$	(1,520)
Balance as of September 30, 2024	$	74,450

Fair Value Measurement Technique

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


	January 3, 2024		September 30, 2024
Risk-free interest rate	4.6	%	3.9	%
Holdback period	1.25 years		0.50 years


	January 3, 2024		September 30, 2024
Discount rate	12.6	%	10.0	%
Expected stock price volatility	115.3	%	130.0	%
Risk-free interest rate	4.2	%	3.6	%
Expected dividend yield	0.0	%	0.0	%
Expected life	0.5 - 2.5 years		0.13 - 1.75 years


	August 6, 2024		September 30, 2024
Metric specific discount rate	8.0	%	7.5	%
Earnout payment discount rate	3.8	%	3.6	%
Expected stock price volatility	73.0	%	70.0	%
Expected metric volatility	11.0	%	11.0	%
Risk-free interest rate for target revenue	4.0	%	3.7	%
Risk-free interest rate for stock price	3.8	%	3.6	%
Expected dividend yield	0.0	%	0.0	%
Expected life	1.4 - 2.4 years		1.25 - 2.25 years

OTHER INCOME (EXPENSE), NET - Schedule of other income (expense), net (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Other Income and Expenses [Abstract]
Interest income	$ 2,263	$ 1,204	$ 6,898	$ 2,075
Loss on change in fair value of ELOC program	0	0	0	(1,901)
Gain on bargain purchase	0	0	1,223	0
Other income (expense), net	371	132	966	(476)
Total other income (expense), net	$ 2,634	$ 1,336	$ 9,087	$ (302)

REVENUE RECOGNITION - Schedule of revenues under each performance (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Disaggregation of Revenue
Revenues	$ 25,094	$ 13,268	$ 50,150	$ 28,726
Hosted services
Disaggregation of Revenue
Revenues	17,546	4,262	34,977	12,753
Professional services
Disaggregation of Revenue
Revenues	2,851	912	5,747	6,839
Licensing
Disaggregation of Revenue
Revenues	4,619	7,933	9,125	8,671
Monetization
Disaggregation of Revenue
Revenues	$ 78	$ 161	$ 301	$ 463

- 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

9 Months Ended

Sep. 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 September 30, 2024 (in thousands):


Remainder of 2024	$	2,750
2025	14,000
2026	16,000
2027	24,000
2028	24,000
Total	$	80,750

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 September 30, 2024.

Other Matters

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 $3.4 million as of September 30, 2024 and $0.2 million as of December 31, 2023.

GOODWILL AND INTANGIBLE ASSETS - Intangible Assets (Details) $ in Thousands	Sep. 30, 2024 USD ($)
Goodwill [Line Items]
Gross Carrying Value	$ 189,755
Accumulated Amortization	7,176
Net Carrying Value	182,579
Developed technology
Goodwill [Line Items]
Gross Carrying Value	105,640
Accumulated Amortization	3,573
Net Carrying Value	$ 102,067
Developed technology \| Minimum
Goodwill [Line Items]
Useful life (in years)	3 years
Developed technology \| Maximum
Goodwill [Line Items]
Useful life (in years)	7 years
Customer relationships
Goodwill [Line Items]
Gross Carrying Value	$ 74,360
Accumulated Amortization	2,471
Net Carrying Value	$ 71,889
Customer relationships \| Minimum
Goodwill [Line Items]
Useful life (in years)	3 years
Customer relationships \| Maximum
Goodwill [Line Items]
Useful life (in years)	7 years
Tradename
Goodwill [Line Items]
Gross Carrying Value	$ 8,470
Accumulated Amortization	746
Net Carrying Value	$ 7,724
Tradename \| Minimum
Goodwill [Line Items]
Useful life (in years)	5 years
Tradename \| Maximum
Goodwill [Line Items]
Useful life (in years)	2 years
Conversation data
Goodwill [Line Items]
Useful life (in years)	2 years 6 months
Gross Carrying Value	$ 1,285
Accumulated Amortization	386
Net Carrying Value	$ 899

WARRANTS (Details) - USD ($) $ / shares in Units, $ in Millions			1 Months Ended	3 Months Ended		9 Months Ended
	Apr. 14, 2023	Apr. 25, 2022	Mar. 31, 2024	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Warrants (Details)
Common stock issued upon conversion of shares (in shares)					11,375,090	16,624,215	11,375,090
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

Insider Trading Arrangements	3 Months Ended	9 Months Ended
Insider Trading Arrangements	Sep. 30, 2024 shares	Sep. 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
Dr. Keyvan Mohajer [Member]
Trading Arrangements, by Individual
Material Terms of Trading Arrangement		Dr. Keyvan Mohajer, Chief Executive Officer and Director, adopted a new trading plan on August 30, 2024 (with the first trade under the new plan not to be made prior to December 1, 2024). The trading plan will be effective until February 28, 2025 and provides for the sale of up to 2,400,000 shares of Dr. Mohajer's 14,139,064 shares of Class B common stock, up to 461,026 shares of Class A common stock issuable upon exercise of outstanding options, and up to 461,026 shares of Class A common stock issuable upon vesting and settlement of certain RSUs and PSUs, provided that certain conditions are met.
Name	•Dr. Keyvan Mohajer
Title	Chief Executive Officer and Director
Rule 10b5-1 Arrangement Adopted	true
Adoption Date	August 30, 2024
Expiration Date	February 28, 2025
Arrangement Duration	89 days
Majid Emami [Member]
Trading Arrangements, by Individual
Material Terms of Trading Arrangement		Majid Emami, Chief Science Officer and Senior Vice President, adopted a new trading plan on August 28, 2024 (with the first trade under the new plan not to be made prior to December 1, 2024). The trading plan will be effective until May 31, 2025 and provides for the sale of up to 2,400,000 shares of Mr. Emami's 16,583,756 shares of Class B common stock, up to 666,748 shares of Class A common stock issuable upon exercise of outstanding options, and up to 254,067 shares of Class A common stock issuable upon vesting and settlement of certain RSUs and PSUs, provided that certain conditions are met.
Name	•Majid Emami
Title	Chief Science Officer and Senior Vice President
Rule 10b5-1 Arrangement Adopted	true
Adoption Date	August 28, 2024
Expiration Date	May 31, 2025
Arrangement Duration	181 days
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 August 26, 2024 (with the first trade under the new plan not to be made prior to December 16, 2024). The trading plan will be effective until March 31, 2025 and provides for the sale of up to 400,000 shares of Mr. Hom’s 2,012,588 shares of Class B common stock and up to 191,857 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	August 26, 2024
Expiration Date	March 31, 2025
Arrangement Duration	96 days
Diana Sroka [Member]
Trading Arrangements, by Individual
Material Terms of Trading Arrangement		Diana Sroka, Director, adopted a modified trading plan on August 12, 2024 (with the first trade under the new plan not to be made prior to December 23, 2024). The trading plan will be effective until December 31, 2025 and provides for the sale of up to 9,604 shares of Ms. Sroka's Class A common stock issuable upon vesting and settlement of certain RSUs, provided that certain conditions are met.
Name	•Diana Sroka
Title	Director
Rule 10b5-1 Arrangement Adopted	true
Adoption Date	August 12, 2024
Expiration Date	December 31, 2025
Arrangement Duration	373 days
Aggregate Available	9,604	9,604
Dr. Keyvan Mohajer Class B Common Stock Trading Arrangement [Member] \| Dr. Keyvan Mohajer [Member]
Trading Arrangements, by Individual
Aggregate Available	2,400,000	2,400,000
Dr. Keyvan Mohajer Class A Common Stock Upon Vesting and Settlement of RSUs and PSUs Trading Arrangement [Member] \| Dr. Keyvan Mohajer [Member]
Trading Arrangements, by Individual
Aggregate Available	461,026	461,026
Majid Emami Class B Common Stock Trading Arrangement [Member] \| Majid Emami [Member]
Trading Arrangements, by Individual
Aggregate Available	2,400,000	2,400,000
Majid Emami Class A Common Stock Issuable Upon Exercise Of Outstanding Option [Member] \| Majid Emami [Member]
Trading Arrangements, by Individual
Aggregate Available	666,748	666,748
Majid Emami Class A Common Stock Upon Vesting and Settlement of RSUs and PSUs Trading Arrangement [Member] \| Majid Emami [Member]
Trading Arrangements, by Individual
Aggregate Available	254,067	254,067
James M. Hom Class B Common Stock Trading Arrangement [Member] \| James M. Hom [Member]
Trading Arrangements, by Individual
Aggregate Available	400,000	400,000
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	191,857	191,857

ORGANIZATION (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Apr. 26, 2022
Organization (Details) [Line Items]
Net loss	$ 21,751	$ 20,197	$ 92,082	$ 70,934
Accumulated deficit	684,461		684,461		$ 592,379
Total cash and cash equivalents on hand	$ 135,606	$ 96,146	$ 135,606	$ 96,146	$ 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

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+ Details

- Definition

Amount of accumulated undistributed earnings (deficit).

+ References + Details

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Summary of Significant Accounting Policies (Details)
Goodwill recognized	$ 0
Goodwill impairment	0		$ 0
Intangible asset impairment	0	$ 0	0	$ 0
Synq3, Inc
Summary of Significant Accounting Policies (Details)
Goodwill recognized	$ 0		$ 300,000
Customer A \| Accounts Receivable \| Customer Concentration Risk
Summary of Significant Accounting Policies (Details)
Concentration (percent)					40.00%
Customer A \| Revenue \| Customer Concentration Risk
Summary of Significant Accounting Policies (Details)
Concentration (percent)	12.00%	72.00%	19.00%	46.00%
Customer A \| Unbilled Receivables \| Customer Concentration Risk
Summary of Significant Accounting Policies (Details)
Concentration (percent)			35.00%		59.00%
Customer C \| Accounts Receivable \| Customer Concentration Risk
Summary of Significant Accounting Policies (Details)
Concentration (percent)					32.00%
Customer C \| Revenue \| Customer Concentration Risk
Summary of Significant Accounting Policies (Details)
Concentration (percent)			16.00%
Customer C \| Unbilled Receivables \| Customer Concentration Risk
Summary of Significant Accounting Policies (Details)
Concentration (percent)			35.00%		11.00%
Customer D \| Accounts Receivable \| Customer Concentration Risk
Summary of Significant Accounting Policies (Details)
Concentration (percent)					15.00%
Customer D \| Revenue \| Customer Concentration Risk
Summary of Significant Accounting Policies (Details)
Concentration (percent)				20.00%
Customer E \| Unbilled Receivables \| Customer Concentration Risk
Summary of Significant Accounting Policies (Details)
Concentration (percent)			11.00%
Customer B \| Unbilled Receivables \| Customer Concentration Risk
Summary of Significant Accounting Policies (Details)
Concentration (percent)					16.00%

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended
	Sep. 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 interim 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 unaudited interim condensed consolidated financial statements have been prepared on a basis consistent with the audited annual 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 September 30, 2024, and its results of operations for the three and nine months ended September 30, 2024, and 2023, and cash flows for the nine months ended September 30, 2024 and 2023 have been included. The results of operations for the three and nine months ended September 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 Amelia 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 nine months ended September 30, 2024, which include, but are not limited to, the recognition and measurement of assumed contingent liabilities and deferred and contingent holdback consideration. There was no measurement period adjustment for the previous acquisitions during the three months ended September 30, 2024. 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 September 30, 2024, there was no customer that exceeded 10% of the Company’s accounts receivable balance. 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 September 30, 2024, unbilled receivables from Customer A, C and E accounted for 35%, 35% and 11% 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 September 30, 2024, Customer A accounted for 12% of the revenue. For the nine months ended September 30, 2024, Customer A and C accounted for 19% and 16% of the revenue, respectively. For the three months ended September 30, 2023, Customer A accounted for 72% of revenue. For the nine months ended September 30, 2023, Customer A and D accounted for 46% and 20% 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 in the period they are identified. 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 nine months ended September 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.

FAIR VALUE MEASUREMENTS - Schedule of financial instruments that are measured or disclosed at fair value (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Expected life
Contingent acquisition liabilities	$ 74,450	$ 0
Level 1 \| Fair Value, Recurring
Expected life
Total assets	117,717	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	37,604	35,961
Level 1 \| Money market funds \| Fair Value, Recurring
Expected life
Cash equivalents	80,113	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:	75,181
Level 3 \| Fair Value, Recurring \| Contingent holdback consideration
Expected life
Contingent holdback consideration	731
Level 3 \| Fair Value, Recurring \| Contingent earnout consideration
Expected life
Contingent acquisition liabilities	74,450
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

PREFERRED STOCK (Details) $ / shares in Units, $ in Thousands		3 Months Ended		9 Months Ended
	Jan. 20, 2023 USD ($) day $ / shares shares	Sep. 30, 2024 shares	Sep. 30, 2023 USD ($) shares	Sep. 30, 2024 USD ($) shares	Sep. 30, 2023 USD ($) shares	Jan. 01, 2024 $ / shares
Preferred Stock (Details) - Schedule of preferred stock authorized, issued and outstanding
Common stock issued upon conversion of shares (in shares) \| shares			11,375,090	16,624,215	11,375,090
Gain (loss) on stock conversion \| $			$ 0	$ 0	$ 0
Series A Preferred Stock
Preferred Stock (Details) - Schedule of preferred stock authorized, issued and outstanding
Aggregate shares (in shares) \| 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) \| shares		0	353,338	475,005	353,338
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

FAIR VALUE MEASUREMENTS - Schedule of Holdback Liability (Details) - Contingent holdback consideration	Sep. 30, 2024 Year	Jan. 03, 2024 Year
Risk-free interest rate
Expected life
Fair value measurement inputs	0.039	0.046
Holdback period
Expected life
Fair value measurement inputs	0.5	1.25

NET LOSS PER SHARE - Schedule of outstanding shares of potentially dilutive securities (Details) - shares	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total (in shares)	37,115,063	58,994,845
Stock-based awards
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total (in shares)	32,940,778	36,129,323
Series A Preferred Stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total (in shares)	0	15,897,990
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 stock awards
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total (in shares)	508,289	0

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Pay vs Performance Disclosure
Net loss	$ (21,751)	$ (20,197)	$ (92,082)	$ (70,934)

- Definition

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

+ References

+ Details

FAIR VALUE MEASUREMENTS - Schedule of earnout consideration measured at fair value (Details) - Fair Value, Recurring - USD ($) $ in Thousands	3 Months Ended
	Sep. 30, 2024	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	$ 773	$ 2,551	$ 0
Acquisition			981
Change in the fair value of liability	164	(1,224)	1,570
Measurement period adjustments		(554)
Settlement	(206)
Liability, ending balance	731	773	2,551
Contingent earnout consideration
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Liability, beginning balance	4,410	4,268	0
Acquisition	71,560		1,676
Change in the fair value of liability	(1,520)	142	2,592
Liability, ending balance	$ 74,450	$ 4,410	$ 4,268

SUBSEQUENT EVENT (Details) - Subsequent Event - Equity Distribution Agreement $ in Millions	Nov. 12, 2024 USD ($)
Subsequent Events
Proceeds from the sales of share	$ 120.0
Sale of stock percentage	2.50%

STOCK INCENTIVE PLANS

9 Months Ended

Sep. 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. The Company reserved 19,650,371 shares of Class A Common Stock for the issuance of awards under the 2022 Incentive Plan ("the Initial Limit"). The Initial Limit represents 10% of the aggregate number of shares of the Company’s common stock outstanding immediately after the Closing and is subject to increase each year over a ten-year period. As of September 30, 2024, the Company had 284,248 shares remaining for issuance under the 2022 Incentive Plan.

2022 Employee Stock Purchase 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 September 30, 2024, 816,479 shares of Class A Common Stock were issued under the ESPP.

2024 Employment Inducement Incentive Award Plan

The Company adopted 2024 Employment Inducement Incentive Award Plan (the “2024 Inducement Plan”) effective August 6, 2024. The Company reserved 6,000,000 shares of Class A Common Stock for the issuance of awards under the 2024 Inducement Plan. As of September 30, 2024, no shares were issued under the 2024 Inducement Plan.

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 September 30, 2024, the total unrecognized stock-based compensation expense related to the unvested stock options was approximately $1.9 million, which we expect to recognize over a weighted-average period of 0.91 years. There were no options granted during the three and nine months ended September 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 monthly 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 September 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 9,254,425 and 10,259,633 RSUs, respectively, to other employees of the Company during the three and nine months ended September 30, 2024. As a result, the Company granted total of 9,254,425 and 13,646,611 RSUs, respectively, during the three and nine months ended September 30, 2024.

As of September 30, 2024, the total unrecognized stock-based compensation expense related to the unvested RSUs with service conditions was approximately $76.5 million.

As of September 30, 2024, the total unrecognized stock-based compensation expense related to the unvested Market-Based RSUs was approximately $26.6 thousand. There were no Market-Based RSUs granted during the three and nine months ended September 30, 2024.

As of September 30, 2024, the total unrecognized stock-based compensation expense related to the unvested Performance-based RSUs was approximately $8.6 million. There were zero and 1,376,234 Performance-Based RSUs, respectively, granted during the three and nine months ended September 30, 2024.

The total unrecognized stock-based compensation related to unvested RSUs is $85.1 million and this will vest over a weighted average period of 2.50 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 September 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 September 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 2.01 years. Refer to Note 3 for further information on the SYNQ3 Acquisition.

Stock-Based Compensation


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Cost of revenues	$	99	$	98	$	358	$	294
Sales and marketing	1,232		903		3,417		2,662
Research and development	4,389		3,292		11,555		8,843
General and administrative	3,340		2,399		7,962		6,421
Restructuring costs	—		—		—		2,419
Total	$	9,060	$	6,692	$	23,292	$	20,639

REVENUE RECOGNITION (Tables)

9 Months Ended

Sep. 30, 2024

Revenue from Contract with Customer [Abstract]

Schedule of Disaggregate Revenue

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Hosted services	$	17,546	$	4,262	$	34,977	$	12,753
Professional services	2,851		912		5,747		6,839
Licensing	4,619		7,933		9,125		8,671
Monetization	78		161		301		463
Total	$	25,094	$	13,268	$	50,150	$	28,726

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
United States	13,471		792		21,049		2,282
Korea	3,050		9,550		10,007		14,132
France	852		1,012		8,106		2,589
Germany	33		196		173		5,797
Other	7,688		1,718		10,815		3,926
Total	$	25,094	$	13,268	$	50,150	$	28,726

*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. The ‘Other’ category is composed of geographic regions with sales less than 10% of the consolidated revenue.

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Over time revenue	$	20,923	$	5,175	$	41,206	$	18,710
Point-in-time	4,171		8,093		8,944		10,016
Total	$	25,094	$	13,268	$	50,150	$	28,726

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Product royalties	$	5,987	$	12,616	$	23,599	$	26,972
Service subscriptions	19,029		491		26,250		1,291
Monetization	78		161		301		463
Total	$	25,094	$	13,268	50,150		$	28,726

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

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


	Balance Sheet Presentation	September 30, 2024		December 31, 2023
Unbilled account receivables - current	Contract assets and unbilled receivables, net of allowance for credit losses	$	19,594	$	5,138
Contract assets - current	Contract assets and unbilled receivables, net of allowance for credit losses	5,045		6,642
Unbilled account receivables - non-current	Contract assets and unbilled receivables, non-current, net of allowance for credit losses	1,723		—
Contract assets - non-current	Contract assets and unbilled receivables, non-current, net of allowance for credit losses	12,873		16,492

CONDENSED CONSOLIDATED STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT) - USD ($) $ in Thousands	Total	Synq3, Inc	Amelia Technologies, LLC	Equity Distribution Agreement	Equity Line Of Credit Program	Conversion Of Convertible Preferred Stock	Series A Preferred Stock	Series A Preferred Stock Conversion Of Convertible Preferred Stock	Additional Paid-in Capital	Additional Paid-in Capital Synq3, Inc	Additional Paid-in Capital Amelia Technologies, LLC	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 Synq3, Inc	Class A Common Stock Amelia Technologies, LLC	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 Conversion Of Class B Common Stock	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															25,000,000
Issuance of shares	24,942				$ 73,765		$ 24,942						$ 73,762									$ 3
ELOC program fee settled in common stock (in shares)																		250,000
ELOC program fee settled in common stock	915								915
Issuance of Class A common stock for equity incentive awards (in shares)																		9,802,634
Issuance of Class A common stock for equity incentive awards	8,837								8,836
Issuance of Class A common stock upon conversion of Class B common shares and Series A Preferred Stock (in shares)								(353,338)															2,250,000	11,375,090				(2,250,000)
Issuance of Class A common stock upon conversion of Class B common shares and Series A Preferred Stock						$ 0		$ (10,555)						$ 10,554										$ 1
Issuance of common stock warrants	4,136								4,136
Stock-based compensation	20,639								20,639
Net loss	(70,934)														(70,934)
Other comprehensive income	197															197
Balance at the end (in shares) at Sep. 30, 2023							481,673
Balance at the end at Sep. 30, 2023	25,932						$ 14,387		585,699						(574,376)	197		$ 21									$ 4
Balance at the end (in shares) at Sep. 30, 2023																		208,975,388									37,485,408
Balance at the beginning (in shares) at Jun. 30, 2023							835,011
Balance at the beginning at Jun. 30, 2023	38,610						$ 24,942		567,794						(554,179)	29		$ 20									$ 4
Balance at the beginning (in shares) at Jun. 30, 2023																		194,336,749									38,035,408
Increase (Decrease) in Stockholders' Equity
Issuance of Class A common stock for equity incentive awards (in shares)																		2,713,549
Issuance of Class A common stock for equity incentive awards	659								659
Issuance of Class A common stock upon conversion of Class B common shares and Series A Preferred Stock (in shares)								(353,338)															550,000	11,375,090				(550,000)
Issuance of Class A common stock upon conversion of Class B common shares and Series A Preferred Stock	0							$ (10,555)						10,554										$ 1
Issuance of common stock warrants	0								0
Stock-based compensation	6,692								6,692
Net loss	(20,197)														(20,197)
Other comprehensive income	168															168
Balance at the end (in shares) at Sep. 30, 2023							481,673
Balance at the end at Sep. 30, 2023	$ 25,932						$ 14,387		585,699						(574,376)	197		$ 21									$ 4
Balance at the end (in shares) at Sep. 30, 2023																		208,975,388									37,485,408
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)																					69,601,417
Issuance of shares				$ 279,869								$ 279,862									$ 7
Acquisition (in shares)																			5,794,187	5,959,050
Acquisitions		$ 9,876	$ 23,920							$ 9,875	$ 23,919								$ 1	$ 1
Issuance of restricted shares of common stock, subject to repurchase in connection with acquisition (in shares)																		2,033,156
Issuance of Class A common stock for equity incentive awards (in shares)																		9,562,128
Issuance of Class A common stock for equity incentive awards	11,064								11,064
Issuance of Class A common stock to settle obligations under Amelia Debt (in shares)																		2,943,917
Issuance of Class A common stock to settle obligations under Amelia Debt	11,817								11,817
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						$ 0		$ (14,187)						$ 14,186									$ 1	$ 1		$ 0		$ (1)
Issuance of Class A common stock in connection with the cashless exercise of warrants (in shares)																		2,269,982
Stock-based compensation	23,292								23,292
Net loss	(92,082)														(92,082)
Other comprehensive income	$ 63															63
Balance at the end (in shares) at Sep. 30, 2024	0						0
Balance at the end at Sep. 30, 2024	$ 295,987						$ 0		980,150						(684,461)	262		$ 33									$ 3
Balance at the end (in shares) at Sep. 30, 2024																	336,481,401	336,481,401							32,735,408		32,735,408
Balance at the beginning (in shares) at Jun. 30, 2024							0
Balance at the beginning at Jun. 30, 2024	223,941						$ 0		886,412						(662,710)	205		$ 31									$ 3
Balance at the beginning (in shares) at Jun. 30, 2024																		315,153,605									32,735,408
Increase (Decrease) in Stockholders' Equity
Issuance of shares (in shares)																					10,465,581
Issuance of shares				$ 48,318								$ 48,317									$ 1
Acquisition (in shares)																			38,277	5,959,050
Acquisitions		$ 189	$ 23,920							$ 189	$ 23,919									$ 1
Issuance of Class A common stock for equity incentive awards (in shares)																		1,920,971
Issuance of Class A common stock for equity incentive awards	436								436
Issuance of Class A common stock to settle obligations under Amelia Debt (in shares)																		2,943,917
Issuance of Class A common stock to settle obligations under Amelia Debt	11,817								11,817
Stock-based compensation	9,060								9,060
Net loss	(21,751)														(21,751)
Other comprehensive income	$ 57															57
Balance at the end (in shares) at Sep. 30, 2024	0						0
Balance at the end at Sep. 30, 2024	$ 295,987						$ 0		$ 980,150						$ (684,461)	$ 262		$ 33									$ 3
Balance at the end (in shares) at Sep. 30, 2024																	336,481,401	336,481,401							32,735,408		32,735,408

REVENUE RECOGNITION

9 Months Ended

Sep. 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 customer can benefit from it on its own or with other resources that are readily available to the customer and if the service is separately identifiable from other items in the contract.

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 and Amelia Software 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 may include up-front services to develop and/or customize the applications 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.

All revenues derived as a result of the SYNQ3 Acquisition, and substantial revenues derived as a result of the Amelia Acquisition are categorized as hosted services revenue.

Professional Services

Revenues from distinct professional services, such as non-integrated development services and Managed 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 nine months ended September 30, 2024, $2.8 million and $5.7 million, respectively, of professional service revenue was recognized over time. During the three and nine months ended September 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 nine months ended September 30, 2023, $0.9 million and $5.9 million, respectively, of professional service revenue was recognized over time. During the three and nine months ended September 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 and Amelia’s software solutions that are embedded in customer’s products or services. 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 on royalty arrangements with a per unit pricing or on fixed considerations. The Company records licensing revenue relating to usage-based royalty arrangements in the same period in which the underlying usage occurs. Licensing revenue on fixed considerations including fixed fee and minimum guarantee from royalty arrangements are recognized when the Company grants the customer the right to use and benefit from the license at the start of the licensing period. Licenses may include post-contract support, which is a distinct performance obligation and revenue from post-contract support is recognized ratably over the licensing period. Revenue from post-contract support was not significant for the periods presented.

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. When such observable data is not available because there is a limited number of transactions or prices are highly variable, the Company will estimate the standalone selling price using the residual approach.

The Company’s long-term contracts generally do not have significant financing components, as there is normally 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. In the limited cases where a significant financing component is present, the Company adjusts the promised consideration for the effects of a significant financing component and to recognize revenue to approximate an amount that reflects the cash selling price that a customer would have paid for the promised goods or services.

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Hosted services	$	17,546	$	4,262	$	34,977	$	12,753
Professional services	2,851		912		5,747		6,839
Licensing	4,619		7,933		9,125		8,671
Monetization	78		161		301		463
Total	$	25,094	$	13,268	$	50,150	$	28,726

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
United States	13,471		792		21,049		2,282
Korea	3,050		9,550		10,007		14,132
France	852		1,012		8,106		2,589
Germany	33		196		173		5,797
Other	7,688		1,718		10,815		3,926
Total	$	25,094	$	13,268	$	50,150	$	28,726

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Over time revenue	$	20,923	$	5,175	$	41,206	$	18,710
Point-in-time	4,171		8,093		8,944		10,016
Total	$	25,094	$	13,268	$	50,150	$	28,726

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 and Amelia services, which include customer services, food ordering, content, appointments and voice commerce, autonomous business workflows, and IT systems analysis. Subscription revenues are derived from monthly fees based on fixed fee, usage-based revenue, revenue per query or revenue per user. Houndified Products, Houndified Services, and Amelia services may include professional services that develop and customize the Houndify platform and Amelia Software Platforms to fit customers’ specific needs, and any post-contract support for on-premise solutions. Revenues from Monetization are generated from the SoundHound music identification app and are primarily attributable to user ad impression revenue.

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Product royalties	$	5,987	$	12,616	$	23,599	$	26,972
Service subscriptions	19,029		491		26,250		1,291
Monetization	78		161		301		463
Total	$	25,094	$	13,268	50,150		$	28,726

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 September 30, 2024 and December 31, 2023 consists of the following (in thousands):


	Balance Sheet Presentation	September 30, 2024		December 31, 2023
Unbilled account receivables - current	Contract assets and unbilled receivables, net of allowance for credit losses	$	19,594	$	5,138
Contract assets - current	Contract assets and unbilled receivables, net of allowance for credit losses	5,045		6,642
Unbilled account receivables - non-current	Contract assets and unbilled receivables, non-current, net of allowance for credit losses	1,723		—
Contract assets - non-current	Contract assets and unbilled receivables, non-current, net of allowance for credit losses	12,873		16,492

The change in the Company's contract assets and contract liabilities during the current period was primarily the result of the inclusion of Amelia. The timing differences between the Company's performance, invoicing and customer payments were also a factor. 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 $1.2 million and $4.0 million, respectively, for the three and nine months ended September 30, 2024 as compared to $1.5 million and $6.1 million, respectively, for the three and nine months ended September 30, 2023.

As of September 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 $66.9 million. Given the applicable contract terms, $40.9 million is expected to be recognized as revenue within one year, $24.1 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

PREFERRED STOCK	9 Months Ended
PREFERRED STOCK	Sep. 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 September 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 September 30, 2024, the condition of automatic conversion was met and all the remaining Series A Preferred Stock were automatically converted. During the nine months ended September 30, 2024, 475,005 shares of preferred stock were converted into 16,624,215 shares 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 was no conversions during the three months ended September 30, 2024. During the three and nine months ended September 30, 2023, some Investors optionally converted 353,338 shares of preferred stock into 11,375,090 shares 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. 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.

GOODWILL AND INTANGIBLE ASSETS

9 Months Ended

Sep. 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 nine months ended September 30, 2024, was as follows (in thousands):


Balance as of December 31, 2023	$	—
Acquisition of SYNQ3	6,039
Acquisition of Amelia	$	105,691
Balance as of September 30, 2024	$	111,730

The Company has applied the acquisition method of accounting in accordance with ASC 805 and recognized assets acquired and liabilities assumed of SYNQ3 and Amelia 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 and Amelia Acquisitions.

Intangible Assets

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


		September 30, 2024
	Useful life (in years)	Gross Carrying Value		Accumulated Amortization		Net Carrying Value
Developed technology	3.0 - 7.0	$	105,640	$	3,573	$	102,067
Customer relationships	3.0 - 7.0	74,360		2,471		71,889
Tradename	2.0 - 5.0	8,470		746		7,724
Conversation data	2.5	1,285		386		899
Total		$	189,755	$	7,176	$	182,579

Amortization expense of intangible assets was $5.1 million and $7.2 million for the three and nine months ended September 30, 2024, respectively. These expenses were recorded as $2.7 million and $3.6 million, respectively, within cost of revenues for the three and nine months ended September 30, 2024. There was no amortization expense during the three and nine months ended September 30, 2023.

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


Year ending December 31,
2024	$	7,636
2025	30,334
2026	29,372
2027	26,923
2028	25,398
Thereafter	$	62,916
Total	$	182,579