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SoundHound AI | 8-K: Current report

SEC announcement ·  Jan 3 00:00
Summary by Moomoo AI
On January 3, 2024, SoundHound AI, Inc. completed the acquisition of Synq3, Inc., as per the terms of the Merger Agreement dated December 6, 2023. The deal involved a total consideration of approximately $5 million in cash and $20 million in SoundHound's Class A common stock. Additionally, up to $4 million in contingent consideration based on revenue targets for 2024-2026 may be paid in a mix of stock and cash. As part of the acquisition, 8,968,610 shares of SoundHound's common stock were issued at a fixed value of $2.23 per share. The acquisition resulted in the cancellation of all outstanding equity of Synq3, including stock options, phantom units, and restricted stock units, with certain cash entitlements for the holders. A retention pool for continuing employees of Synq3 has been established, and...Show More
On January 3, 2024, SoundHound AI, Inc. completed the acquisition of Synq3, Inc., as per the terms of the Merger Agreement dated December 6, 2023. The deal involved a total consideration of approximately $5 million in cash and $20 million in SoundHound's Class A common stock. Additionally, up to $4 million in contingent consideration based on revenue targets for 2024-2026 may be paid in a mix of stock and cash. As part of the acquisition, 8,968,610 shares of SoundHound's common stock were issued at a fixed value of $2.23 per share. The acquisition resulted in the cancellation of all outstanding equity of Synq3, including stock options, phantom units, and restricted stock units, with certain cash entitlements for the holders. A retention pool for continuing employees of Synq3 has been established, and $3.125 million of the aggregate consideration is withheld to secure indemnification obligations. The share issuance is exempt from registration under the Securities Act of 1933, as per Section 4(a)(2). SoundHound, an emerging growth company, has indicated that audited financial statements and pro forma financial information may not be required under Regulation S-X following a reevaluation based on its 2023 financial statements.

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