What changed in this filing

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Item 1. Financial Statements

2022-05-17 compared with 2021-11-15 · 592 added, 532 removed, 250 unchanged (82% of the section changed)

Financial Statements.

TECH SPAC PARTNERS CO.

BALANCE SHEETS

September 30,

ARCHIMEDES TECH SPAC PARTNERS CO.

CONDENSED BALANCE SHEETS

Current assets

4 unchanged sentences

$ 133,119,135

Liabilities and Stockholders’ Equity

$ 133,343,944

Liabilities and Stockholders’ Deficit

Current liabilities

Accrued offering costs and expenses

Accrued liabilities

Due to related party

3 unchanged sentences

Commitments and Contingencies

Common stock subject to possible redemption, 13,300,000 shares and 0 shares at redemption value as of September 30, 2021 and December 31, 2020, respectively

Common stock subject to possible redemption, 13,300,000 shares at redemption value as of March 31, 2022 and December 31, 2021

$ 133,022,440

Stockholders’ Equity:

$ 133,010,583

Stockholders’ Deficit:

Preferred stock, $ 0.0001 par value;

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Common stock, $ 0.0001 par value;

100,000,000 shares authorized;

4,161,000 shares and 0 shares issued and outstanding (excluding 13,300,000 shares and 0 shares subject to possible redemption) as of September 30, 2021 and December 31, 2020, respectively

100,000,000 shares and 31,000,000 shares authorized, 4,161,000 shares issued and outstanding (excluding 13,300,000 shares subject to possible redemption) as of March 31, 2022 and December 31, 2021

Additional paid-in-capital

Accumulated deficit

Total Stockholders’ Equity

Total Liabilities and Stockholders’ Equity

( 1,368,050 )

accompanying notes are an integral part of these condensed financial statements.

TECH SPAC PARTNERS CO.

CONDENSED STATEMENTS OF OPERATIONS

September 30,

For the Period from September 15, 2020 (Inception) to September 30, 2020

Total Stockholders’ Deficit

$ ( 561,144 )

$ ( 163,837 )

Total Liabilities and Stockholders’ Deficit

$ 133,119,135

$ 133,343,944

The accompanying notes are an integral part of

these condensed financial statements.

ARCHIMEDES TECH SPAC PARTNERS CO.

UNAUDITED CONDENSED STATEMENTS OF OPERATIONS

Formation and operating costs

Loss from operations

Other income (expense)

Trust interest income

Unrealized gain on change in fair value of warrants

Total other income

$ ( 191,075 )

Unrealized gain (loss) on change in fair value of warrants

Total other income (expense)

$ ( 385,450 )

3 unchanged sentences

Basic and diluted net loss per share attributable to common stockholders

accompanying notes are an integral part of these unaudited condensed financial statements.

TECH SPAC PARTNERS CO.

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

The accompanying notes are an integral part of

these unaudited condensed financial statements.

ARCHIMEDES TECH SPAC PARTNERS CO.

UNAUDITED CONDENSED STATEMENTS OF CHANGES IN

STOCKHOLDERS’ DEFICIT

Stockholders’

Balance as of December 31, 2021

$ ( 982,600 )

$ ( 163,837 )

Accretion of common stock to redemption value (interest earned on trust account)

Balance as of March 31, 2022

$ ( 1,368,050 )

$ ( 561,144 )

Stockholders’

Balance as of December 31, 2020

Sale of 12,000,000 Units through IPO

8 unchanged sentences

Offering costs charged to the stockholders’ equity

Initial classification of warrant liability

Reclassification of offering costs related to Public Shares

Subsequent measurement of common stock subject to possible redemption

( 2,449,810 )

Initial classification of warrant liability

Reclassification of offering costs related to Public Shares

Initial value of common stock subject to possible redemption

( 13,300,000 )

Subsequent measurement of common stock subject to redemption

( 124,412,583 )

( 124,413,913 )

Subsequent measurement of common stock subject to redemption (interest earned on trust account)

Balance as of June 30, 2021

Accretion of common stock to redemption value

( 13,366,023 )

Subsequent measurement of common stock subject to redemption (interest earned on trust account)

Balance as of September 30, 2021

( 13,366,023 )

Stockholders’

Balance as of September 15, 2020 (inception)

Balance as of September 30, 2020

accompanying notes are an integral part of these unaudited condensed financial statements.

TECH SPAC PARTNERS CO.

CONDENSED STATEMENT OF CASH FLOWS

September 30,

For the Period from September 15, 2020 (Inception) to September 30,

Accretion of common stock to redemption value (interest earned on trust account)

Balance as of March 31, 2021

The accompanying notes are an integral part of

these unaudited condensed financial statements.

ARCHIMEDES TECH SPAC PARTNERS CO.

UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS

Cash flows from Operating Activities:

1 unchanged sentence

Adjustments to reconcile net loss to net cash used in operating activities

Unrealized gain on change in fair value of warrants

Unrealized (gain) loss on change in fair value of warrants

Interest earned on marketable securities held in Trust Account

1 unchanged sentence

Prepaid expenses

Accrued offering costs and expenses

Accrued liabilities

Due to related party

23 unchanged sentences

$ ( 4,779,936 )

Subsequent measurement of common stock subject to redemption

Subsequent measurement of common stock subject to redemption (interest earned on trust account)

Accretion of common stock to redemption value

Accretion of common stock to redemption value (interest earned on trust account)

Forfeiture of founder shares

Initial classification of warrant liability

accompanying notes are an integral part of these unaudited condensed financial statements.

TECH SPAC PARTNERS CO.

Deferred offering costs included in accrued expenses

The accompanying notes are an integral part of

these unaudited condensed financial statements.

ARCHIMEDES TECH SPAC PARTNERS CO.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

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any business or industry it chooses, and it may pursue a company with operations or opportunities outside of the United States.

Company has selected December 31 as its fiscal year end.

of September 30, 2021, the Company had not commenced any revenue-generating operations.

All activity for the period from September 15,

2020 (inception) through September 30, 2021 relates to the Company’s formation, the initial public offering (the “IPO”)

described below, and, since the closing of the IPO, the search for a prospective initial Business Combination.

The Company will not generate

any operating revenues until after the completion of its initial Business Combination, at the earliest.

The Company will generate non-operating

income in the form of interest income on cash and cash equivalents from the proceeds derived from the IPO and will recognize changes

in the fair value of warrant liability as other income or expense, as applicable.

Company’s sponsor is Archimedes Tech SPAC Sponsors LLC, a Delaware limited liability company (the “Sponsor”).

has selected December 31 as its fiscal year end.

31, 2022, the Company had not commenced any revenue-generating operations.

All activity for the period from September 15, 2020 (inception)

through March 31, 2022 relates to the Company’s formation, the initial public offering (the “IPO”) described below,

and, since the closing of the IPO, the search for a prospective initial Business Combination.

The Company will not generate any operating

revenues until after the completion of its initial Business Combination, at the earliest.

The Company will generate non-operating income

in the form of interest income on cash and cash equivalents from the proceeds derived from the IPO and will recognize changes in the fair

value of warrant liability as other income or expense, as applicable.

15, 2021, the Company entered into a definitive merger agreement with SoundHound Inc.

(“SoundHound”), a voice artificial intelligence

company, pursuant to which the two companies agreed to consummate a Business Combination (the “Merger Agreement”).

consideration to be paid by the Company to SoundHound is $ 2,000,000,000 in equity of the Company, with outstanding SoundHound stock options

and warrants included on a net exercise basis.

26, 2022, the Company consummated its Business Combination with SoundHound pursuant to the Merger Agreement.

The aggregate merger consideration

paid by the Company to SoundHound security holders in connection with the Business Combination was an amount equal to $ 2,000,000,000 ,

with outstanding SoundHound stock options and warrants assumed by the company included on a net exercise basis.

As a result of the Business

Combination, the Company owns 100 % of the outstanding common stock of SoundHound and the Company changed its name from “Archimedes

Tech SPAC Partners Co.” to “SoundHound AI, Inc” (See Note 9).

The Company’s

sponsor is Archimedes Tech SPAC Sponsors LLC, a Delaware limited liability company (the “Sponsor”).

to the Company’s “initial stockholders” refer to the Company’s stockholders prior to the IPO, excluding the holders

of the Representative Shares (See Note 7).

The registration statement for the Company’s

IPO was declared effective on March 10, 2021 (the “Effective Date”).

As discussed in Note 4, on March 15, 2021, the Company

consummated the IPO of 12,000,000 units, (the “Public Units”), at $ 10.00 per Public Unit, generating gross

proceeds of $ 120,000,000 .

Each Public Unit consists of (i) one subunit (the

“Public Subunit”), which consists of one share of common stock (the “Public Share”) and one-quarter of one redeemable

warrant, and (ii) one-quarter of one redeemable warrant (collectively, the redeemable warrants included in the Public Units and Public

Subunits, the “Public Warrants”);

each whole Public Warrant will be exercisable to purchase one share of common stock at a

price of $ 11.50 per share.

Simultaneously with the closing of the IPO, the Company

consummated the sale of 390,000 private units (the “Private Units”) at a price of $ 10.00 per Private Unit in

a private placement (the “Private Placement”) to the Sponsor and EarlyBirdCapital, Inc.

(“EarlyBirdCapital”),

generating gross proceeds of $ 3,900,000 , which is discussed in Note 5.

Each Private Unit consists of (i) one subunit (the “Private

Subunits”), which consists of one share of common stock (the “Private Shares”) and one-quarter of one redeemable warrant,

and (ii) one-quarter of one redeemable warrant (collectively, the redeemable warrants included in the Private Units and Private Subunits,

the “Private Warrants”).

The registration

statement for the Company’s IPO was declared effective on March 10, 2021 (the “Effective Date”).

As discussed in Note

3, on March 15, 2021, the Company consummated the IPO of 12,000,000 units, (the “Public Units”), at $ 10.00 per

Public Unit, generating gross proceeds of $ 120,000,000 .

Unit consists of (i) one subunit (the “Public Subunit”), which consists of one share of common stock (the “Public Share”)

and one-quarter of one redeemable warrant, and (ii) one-quarter of one redeemable warrant (collectively, the redeemable warrants included

in the Public Units and Public Subunits, the “Public Warrants”);

each whole Public Warrant will be exercisable to purchase

one share of common stock at a price of $ 11.50 per share.

Simultaneously

with the closing of the IPO, the Company consummated the sale of 390,000 private units (the “Private Units”) at

a price of $ 10.00 per Private Unit in a private placement (the “Private Placement”) to the Sponsor and EarlyBirdCapital,

(“EarlyBirdCapital”), generating gross proceeds of $ 3,900,000 , which is discussed in Note 4.

Each Private Unit consists

of (i) one subunit (the “Private Subunits”), which consists of one share of common stock (the “Private Shares”)

and one-quarter of one redeemable warrant, and (ii) one-quarter of one redeemable warrant (collectively, the redeemable warrants included

in the Private Units and Private Subunits, the “Private Warrants”).

costs amounted to $ 4,849,810 consisting of $ 2,400,000 of underwriting discount and $ 2,449,810 of other offering costs.

Company granted the underwriters in the IPO a 45-day option to purchase up to 1,800,000 additional Public Units to cover over-allotments,

granted the underwriters in the IPO a 45-day option to purchase up to 1,800,000 additional Public Units to cover over-allotments,

On March 19, 2021, the underwriters partially exercised the over-allotment option to purchase 1,300,000 Public Units,

(the “Over-allotment Units”), generating an aggregate of gross proceeds of $ 13,000,000 , and incurred transaction costs of

$ 260,000 in underwriting discount.

In connection with the underwriters’ exercise of their over-allotment option, the Company

also consummated the sale of an additional 26,000 Private Units at $ 10.00 per Private Unit to the Sponsor and EarlyBirdCapital,

generating gross proceeds of $ 260,000 .

generating an aggregate of gross proceeds of $ 13,000,000 , and incurred transaction costs of $ 260,000 in underwriting discount.

connection with the underwriters’ exercise of their over-allotment option, the Company also consummated the sale of an additional 26,000 Private

Units at $ 10.00 per Private Unit to the Sponsor and EarlyBirdCapital, generating gross proceeds of $ 260,000 .

On April 26, 2022, in connection

with the Company’s Business Combination, an aggregate of $ 127,679,500 was paid from the Company’s Trust Account (see below)

to holders that properly exercised their right to have their Public Shares redeemed, with a remaining Trust Account balance of approximately

$ 5,356,628 (the “Trust Proceeds”).

Additionally, pursuant to subscription agreements the Company had previously entered into

with certain accredited investors (the “Subscribers”), the Subscribers purchased an aggregate of 11,300,000 shares of Class

A Common Stock of the combined company for a purchase price of $ 10.00 per share in a private placement that closed concurrently with the

Business Combination, for total gross proceeds of $ 113,000,000 (the “PIPE Proceeds”).

The Trust Proceeds and PIPE Proceeds

were used for the payment of expenses incurred by the Company and SoundHound in connection with the Business Combination and the remaining

proceeds will be used for general corporate purposes of the Company following the Business Combination (See Note 9).

the closing of the IPO on March 15, 2021 and the underwriters’ partial exercise of over-allotment option on March 19, 2021, $ 133,000,000 from

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the Investment Company Act which invest only in direct U.S.

government treasury obligations, so that the Company is not deemed to be

an investment company under the Investment Company Act.

Except with respect to interest earned on the funds held in the Trust Account

that may be released to the Company to pay its income or other tax obligations, the proceeds will not be released from the Trust Account

until the earlier of the completion of a Business Combination or the redemption of 100 % of the outstanding Public Subunits if the

Company has not completed a Business Combination in the required time period.

government treasury obligations, so that the Company is not deemed to be an

investment company under the Investment Company Act.

Except with respect to interest earned on the funds held in the Trust Account that

may be released to the Company to pay its income or other tax obligations, the proceeds will not be released from the Trust Account until

the earlier of the completion of a Business Combination or the redemption of 100 % of the outstanding Public Subunits if the Company

has not completed a Business Combination in the required time period.

The proceeds held in the Trust Account may be used as consideration

2 unchanged sentences

to the sellers of the target business may be used to finance operations of the target business.

On April 26, 2022, in connection

with the Company’s Business Combination, an aggregate of $ 127,679,500 was paid from the Company’s Trust Account to holders

that properly exercised their right to have their Public Shares redeemed, resulting in Trust Proceeds of approximately $ 5,356,628 (See

Business Combination

Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80 % of the value of

the assets held in the Trust Account (excluding taxes payable on the interest earned on the Trust Account) at the time of the agreement

to enter into the initial Business Combination.

However, the Company will only complete a Business Combination if the post-transaction

company owns or acquires 50 % or more of the outstanding voting securities of the target or otherwise acquires a controlling interest

in the target sufficient for it not to be required to register as an investment company under the Investment Company Act 1940, as amended

(the “Investment Company Act”).

There is no assurance that the Company will be able to complete a Business Combination successfully.

shares of common stock subject to redemption are recorded at a redemption value and classified as temporary equity upon the completion

of the IPO, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from

Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least

$ 5,000,001 upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the issued

and outstanding shares voted are voted in favor of the Business Combination.

Company will continue in existence only until 18 months from the closing of the IPO (the “Combination Period”).

if the Company is unable to complete the initial Business Combination within the Combination Period, the Company will (i) cease all operations

except for the purpose of winding up and (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100 %

of the outstanding Public Subunits, at a per-subunit price, payable in cash, equal to the aggregate amount then on deposit in the Trust

Account, including any interest not previously released to the Company (net of taxes payable), divided by the number of then outstanding

Public Subunits, which redemption will completely extinguish public stockholders’ rights as holders of Public Subunits (including

the right to receive further liquidation distributions, if any), subject to applicable law.

Public stockholders will also forfeit the

one-quarter of one warrant included in the Public Subunits being redeemed.

As promptly as reasonably possible following such redemption,

subject to the approval of the remaining stockholders and its board of directors, the Company will dissolve and liquidate, subject to

its obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

public stockholder will be entitled to receive funds from the Trust Account (including interest earned on his, her or its portion of

the Trust Account to the extent not previously released to the Company) only in the event of (i) the redemption of 100% of the outstanding

Public Subunits if the Company has not completed a Business Combination in the required time period, (ii) if that public stockholder

converts such Public Subunits, or sells such Public Subunits to the Company in a tender offer, in connection with a Business Combination

which the Company consummates or (iii) the Company seeks to amend any provisions of its amended and restated certificate of incorporation

that would affect the public stockholders’ ability to convert or sell their Public Subunits to the Company in connection with a

Business Combination or affect the substance or timing of the Company’s obligation to redeem 100% of the Public Subunits if the

Company does not complete a Business Combination within the Combination Period.

This redemption right shall apply in the event of

the approval of any such amendment to the Company’s amended and restated certificate of incorporation, whether proposed by the

Sponsor, initial stockholders, executive officers, directors or any other person.

In no other circumstances will a public stockholder

have any right or interest of any kind to or in the Trust Account.

Sponsor, initial stockholders, officers and directors have agreed (1) to vote any shares of common stock owned by them in favor of any

proposed Business Combination, (2) not to convert any shares in connection with a stockholder vote to approve a proposed initial Business

Combination and (3) not to sell any shares in any tender in connection with a proposed initial Business Combination.

Sponsor has agreed that it will be liable to ensure that the proceeds in the Trust Account are not reduced below $ 10.00 per Public

Subunit by the claims of target businesses or claims of vendors or other entities that are owed money by the Company for services rendered

or contracted for or products sold to the Company, but the Company cannot assure that it will be able to satisfy its indemnification

obligations if it is required to do so.

The Company has not asked the Sponsor to reserve for such indemnification obligations, nor has

the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believes that the

Sponsor’s only assets are securities of the Company.

Therefore, the Company believes it is unlikely that the Sponsor will be able

to satisfy its indemnification obligations if it is required to do so.

On April 26, 2022, the Company

consummated its Business Combination with SoundHound pursuant to the Merger Agreement.

As a result of the Business Combination, the registrant

owns 100 % of the outstanding common stock of SoundHound and the registrant changed its name from “Archimedes Tech SPAC Partners

Co.” to “SoundHound AI, Inc.” In connection with the Company’s Business Combination, the Company received approximately

$ 5,356,628 in Trust Proceeds and $ 113,000,000 in PIPE Proceeds.

The Trust Proceeds and PIPE Proceeds were used for the payment of expenses

incurred by the Company and SoundHound in connection with the Business Combination and the remaining proceeds will be used for general

corporate purposes of the Company following the Business Combination (See Note 9).

and Going Concern

of September 30, 2021, the Company had cash outside the Trust Account of $ 628,652 available for its working capital needs.

All remaining

cash and securities were held in the Trust Account and is generally unavailable for the Company’s use prior to an initial Business

Combination and is restricted for use either in a Business Combination or to redeem Public Subunits.

As of September 30, 2021, none of

the amount on deposit in the Trust Account was available to be withdrawn as described above.

Prior to the completion of the IPO, the Company’s

liquidity needs had been satisfied through receipt of $ 25,000 from the sale of Founder Shares (see Note 6), advances from the Sponsor

in an aggregate amount of $ 125,000 under an unsecured promissory note, which were repaid upon the closing of the IPO (see Note 6).

Subsequent to the consummation of the IPO and Private Placement, the Company’s liquidity needs have been satisfied through the net

proceeds from the IPO and Private Placement held outside of the Trust Account.

In addition, in order to finance transaction costs

in connection with a Business Combination, the Company’s Sponsor, initial stockholders, officers, directors and their affiliates

may, but are not obligated to, provide the Company Working Capital Loans, as defined below (see Note 6).

To date, there were no amounts

outstanding under any Working Capital Loans.

The Company anticipates that the $628,652 outside

of the Trust account as of September 30, 2021 will not be sufficient to allow the Company to operate for at least the next 12 months,

assuming that a Business Combination is not consummated during that time.

Furthermore, if the Company is not able to consummate a Business

Combination by September 15, 2022, it will trigger the Company’s automatic winding up, liquidation and dissolution.

These conditions

raise substantial doubt about the Company’s ability to continue as a going concern.

Note 2 — Revision of Prior Period Financial Statements

As a result of recent guidance to Special Purpose

Acquisition Companies by the SEC regarding redeemable equity instruments, the Company revisited its application of ASC 480-10-S99 on the

Company’s financial statements.

The Company had previously classified a portion of its Public Subunits (and the underlying shares

of common stock) in permanent equity.

Subsequent to the re-evaluation, the Company’s management concluded that all of its Public

Subunits should be classified as temporary equity.

The identified errors impacted the Company’s Form 8-K filing on March 19, 2021

containing the IPO balance sheet as of March 15, 2021 and Form 10-Q filing on July 27, 2021 containing financial statements as of March

In accordance with SEC Staff Accounting Bulletin No.

99, “Materiality,” and SEC Staff Accounting Bulletin No.

“Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements;”

the Company evaluated the errors and has determined that the related impacts were not material to any prior 8-K and 10-Q reports, but

that correcting the cumulative impact of such errors would be significant to our financial statements for the three months and nine months

ended September 30, 2021.

Accordingly, the Company has corrected such immaterial errors by adjusting its prior financial statements and

classified all Public Subunits as temporary equity.

The Company will also correct previously reported financial information for such immaterial

errors in future filings, as applicable.

The following summarizes the effect of the revision on each financial statement line item.

Impact of the Revision

The impact of the revision on the audited balance

sheet as of March 15, 2021 and unaudited interim condensed financial statements as of and for the three months ended March 31, 2021 are

presented below.

As Previously

Balance Sheet at March 15, 2021

Common stock subject to possible redemption

$ 116,095,120

$ 120,000,000

Additional paid-in capital

( 4,158,254 )

Balance Sheet at March 31, 2021

Common stock subject to possible redemption

$ 128,744,590

$ 133,000,525

Additional paid-in capital

( 4,255,892 )

Statement of Operations for the three months ended March 31, 2021

Basic and diluted weighted average shares outstanding, common stock subject to redemption

Basic and diluted weighted average shares outstanding, common stock

Basic and diluted net income (loss) per share, common stock subject to redemption

Basic and diluted net income (loss) per share, common stock not subject to redemption

Statement of Cash Flows for the three months ended March 31, 2021

Supplemental disclosure of cash flow information

Initial value of common stock subject to possible redemption

$ 115,841,700

$ 124,413,913

Change in value of common stock subject to possible redemption

$ ( 12,902,365 )

Reclassification of offering costs related to public shares

$ ( 2,886,166 )

Subsequent measurement of common stock subject to redemption

Subsequent measurement of common stock subject to redemption (interest earned on trust account)

31, 2022, the Company had cash outside the Trust Account of $ 18,129 available for its working capital needs.

All remaining cash and securities

were held in the Trust Account and is generally unavailable for the Company’s use prior to an initial Business Combination and

is restricted for use either in a Business Combination or to redeem Public Subunits.

As of March 31, 2022, none of the amount on deposit

in the Trust Account was available to be withdrawn as described above.

2022, SPAC Partners LLC (“SP”), an affiliate of the Company’s Chief Executive Officer, agreed to loan the Company $ 167,955

to be used for tax payments (the “SP Promissory Note”).

The SP Promissory Note is non-interest bearing and payable in cash

upon the closing of the Company’s Business Combination.

In the event the Company fails to complete a Business Combination prior

to the deadline set forth in its governing document, no payment will be due under the SP Promissory Note and the principal balance of

the SP Promissory Note will be forgiven.

On April 26, 2022, in connection

with the Company’s Business Combination, the Company received approximately $ 5,356,628 in Trust Proceeds and $ 113,000,000 in PIPE

The Trust Proceeds and PIPE Proceeds were used for the payment of expenses incurred by the Company and SoundHound in connection

with the Business Combination and the remaining proceeds will be used for general corporate purposes of the Company following the Business

Combination (See Note 9).

the completion of the IPO, the Company’s liquidity needs had been satisfied through receipt of $ 25,000 from the sale of Founder

Shares (see Note 5), advances from the Sponsor in an aggregate amount of $ 125,000 under an unsecured promissory note, which were

repaid upon the closing of the IPO (see Note 5).

Subsequent to the consummation of the IPO and Private Placement, the Company’s

liquidity needs have been satisfied through the net proceeds from the IPO and Private Placement held outside of the Trust Account.

to the consummation of the Company’s Business Combination on April 26, 2022, the Company’s liquidity needs have been satisfied

through the remaining Trust Proceeds and PIPE Proceeds after payment of expenses in connection with the Business Combination (See Note

in order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor, initial stockholders, officers,

directors and their affiliates may, but are not obligated to, provide the Company Working Capital Loans, as defined below (see Note 5).

To date, there were no amounts outstanding under any Working Capital Loans.

The Company anticipates that

the $ 18,129 outside of the Trust account as of March 31, 2022, combined with the net Trust Proceeds and PIPE Proceeds that the Company

received upon the consummation of the Company’s Business Combination on April 26, 2022, will be sufficient to allow the Company

to operate for at least the next 12 months.

2 — Summary of Significant Accounting Policies

of Presentation

accompanying unaudited condensed financial statements are presented in U.S.

dollars in conformity with accounting principles generally

accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of

Accordingly, they do not include all of the information and footnotes required by GAAP.

In the opinion of management, the unaudited

condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement

of the balances and results for the periods presented.

Operating results for the three and nine months ended September 30, 2021 are not

necessarily indicative of the results that may be expected through December 31, 2021.

accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto

included in the Form 8-K and the final prospectus filed by the Company with the SEC on March 19, 2021 and March 12, 2021, respectively.

The accompanying unaudited condensed financial statements have been prepared

in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial

information and in accordance with the instructions to Form 10-Q and Regulation S-X of the SEC.

Certain information or footnote disclosures

normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations

of the SEC for interim financial reporting.

Accordingly, they do not include all the information and footnotes necessary for a complete

presentation of financial position, results of operations, or cash flows.

In the opinion of management,

the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the

fair statement of the balances and results for the periods presented.

Operating results for the three months ended March 31, 2022 are

not necessarily indicative of the results that may be expected through December 31, 2022.

The accompanying

unaudited condensed financial statements should be read in conjunction with the audited 2021 financial statements and notes thereto included

in the Form 10-K filed by the Company with the SEC on March 9, 2022.

Growth Company Status

Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities

Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage

of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth

companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the

Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and

exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden

parachute payments not previously approved.

is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities

Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of

certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies

including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley

Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from

the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments

not previously approved.

Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting

standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do

not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting

The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements

that apply to non-emerging growth companies but any such election to opt out is irrevocable.

The Company has elected not to opt out of

such extended transition period which means that when a standard is issued or revised and it has different application dates for public

or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies

adopt the new or revised standard.

This may make comparison of the Company’s financial statements with another public company which

is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult

or impossible because of the potential differences in accounting standards used.

preparation of unaudited condensed financial statement in conformity with US GAAP requires management to make estimates and assumptions

that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited

condensed financial statement.

standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not

have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards.

The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply

to non-emerging growth companies but any such election to opt out is irrevocable.

The Company has elected not to opt out of such extended

transition period which means that when a standard is issued or revised and it has different application dates for public or private companies,

the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised

This may make comparison of the Company’s financial statements with another public company which is neither an emerging

growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because

of the potential differences in accounting standards used.

The preparation

of unaudited condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect

the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed

financial statements.

Actual results could differ from those estimates.

and Cash Equivalents

Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

The Company has $ 628,652 of cash held outside of the Trust Account as of September 30, 2021 and no cash held outside of the Trust

Account as of December 31, 2020.

The Company did not have any cash equivalents as of September 30, 2021 and December 31, 2020.

considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

has $ 18,129 and $ 235,295 of cash held outside of the Trust Account as of March 31, 2022 and December 31, 2021, respectively.

Company did not have any cash equivalents held outside of the Trust Account as of March 31, 2022 or December 31, 2021.

Securities Held in Trust Account

September 30, 2021, the Company had $ 133,007,230 in the Trust Account which may be utilized for Business Combination.

As of September

30, 2021, the assets held in the Trust Account were invested in Treasury Securities consisting of money market funds.

31, 2022 and December 31, 2021, the Company had 133,022,440 and $ 133,010,583 in the Trust Account which may be utilized for Business

As of March 31, 2022 and December 31, 2021, the assets held in the Trust Account were invested in Treasury Securities consisting

of money market funds.

Value Measurements

value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction

between market participants at the measurement date.

GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs

used in measuring fair value.

The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets

or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).

is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between

market participants at the measurement date.

GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in

measuring fair value.

The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities

(Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).

These tiers include:

defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices

for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active;

defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions,

such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy.

those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input

that is significant to the fair value measurement.

fair value of the Company’s certain assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value

Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet.

The fair values of cash and

cash equivalents, prepaid expenses, accounts payable and accrued expenses, and due to related party are estimated to approximate the

carrying values as of September 30, 2021 due to the short maturities of such instruments.

Company’s warrant liability is based on a valuation model utilizing management judgment and pricing inputs from observable and

unobservable markets with less volume and transaction frequency than active markets.

Significant deviations from these estimates and

inputs could result in a material change in fair value.

The fair value of the warrant liability is classified as Level 3.

for additional information on assets and liabilities measured at fair value.

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active;

Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy.

instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that

is significant to the fair value measurement.

value of the Company’s certain assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements

and Disclosures,” approximates the carrying amounts represented in the balance sheet.

The fair values of cash and cash equivalents,

prepaid expenses, accounts payable and accrued liabilities, and due to related party are estimated to approximate the carrying values

as of March 31, 2022 and December 31, 2021 due to the short maturities of such instruments.

The Company’s

warrant liability and the fair value of its Representative Shares are based on valuation models utilizing management judgment and pricing

inputs from observable and unobservable markets with less volume and transaction frequency than active markets.

Significant deviations

from these estimates and inputs could result in a material change in fair value.

The fair value of the warrant liability and the fair

value of its Representative Shares are classified as Level 3.

See Note 6 for additional information on assets, liabilities and Representative

Shares measured at fair value.

Concentration

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which, at times, may exceed the Federal Depository Insurance Coverage of $ 250,000 .

At September 30, 2021 and December 31, 2020, the Company

At March 31, 2022 and December 31, 2021, the Company

has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

Stock Subject to Possible Redemption

Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification

(“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if

any) is classified as a liability instrument and is measured at fair value.

Conditionally redeemable common stock (including common stock

that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain

events not solely within the Company’s control) is classified as temporary equity.

At all other times, common stock is classified

as stockholders’ equity.

The Company’s common stock feature certain redemption rights that is considered to be outside of

the Company’s control and subject to the occurrence of uncertain future events.

Accordingly, common stock subject to possible redemption

is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance

Income (Loss) Per Common Share

Company complies with accounting and disclosure requirements of FASB ASC 260, Earnings Per Share.

The statements of operations include

a presentation of income (loss) per redeemable Public Share and income (loss) per founder non-redeemable share following the two-class

method of income (loss) per share.

In order to determine the net income (loss) attributable to both the public redeemable shares and

founder non-redeemable shares, the Company first considered the total income (loss) allocable to both sets of shares.

This is calculated

using the total net income (loss) less any dividends paid.

For purposes of calculating net income (loss) per share, any remeasurement

of the accretion to redemption value of the common stock subject to possible redemption was considered to be dividends paid to the public

stockholders.

Subsequent to calculating the total income (loss) allocable to both sets of shares, the Company split the amount to be

allocated using a ratio of 76 % for the Public Shares and 24 % for the founder non-redeemable shares for the three months ended

September 30, 2021, and a ratio of 71 % for the Public Shares and 29 % for the founder non-redeemable shares for the nine months

ended September 30, 2021, reflective of the respective participation rights.

earnings per share presented in the condensed statements of operations is based on the following:

For the three months ended

For the nine months ended

September 30, 2021

$ ( 191,075 )

accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”)

Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) is classified as

a liability instrument and is measured at fair value.

Conditionally redeemable common stock (including common stock that feature redemption

rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within

the Company’s control) is classified as temporary equity.

At all other times, common stock is classified as stockholders’

The Company’s common stock feature certain redemption rights that is considered to be outside of the Company’s control

and subject to the occurrence of uncertain future events.

Accordingly, common stock subject to possible redemption is presented at redemption

value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet.

(Loss) Per Common Share

complies with accounting and disclosure requirements of FASB ASC 260, Earnings Per Share.

The statements of operations include a presentation

of income (loss) per redeemable Public Share and income (loss) per founder non-redeemable share following the two-class method of income

(loss) per share.

In order to determine the net income (loss) attributable to both the public redeemable shares and founder non-redeemable

shares, the Company first considered the total income (loss) allocable to both sets of shares.

This is calculated using the total net

income (loss) less any dividends paid.

For purposes of calculating net income (loss) per share, any remeasurement of the accretion to

redemption value of the common stock subject to possible redemption was considered to be dividends paid to the public stockholders.

to calculating the total income (loss) allocable to both sets of shares, the Company split the amount to be allocated using a ratio of 76.2 %

for the Public Shares and 23.8 % for the founder non-redeemable shares for the three months ended March 31, 2022, and a ratio of 40.8 %

for the Public Shares and 59.2 % for the founder non-redeemable shares for the three months ended March 31, 2021, respectively, reflective

of the respective participation rights.

per share presented in the statements of operations is based on the following:

For the three

March 31, 2022

For the three

March 31, 2021

$ ( 385,450 )

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$ ( 13,450,581 )

For the three months ended

For the nine months ended

September 30, 2021

For the three

March 31, 2022

For the three

March 31, 2021

Non-redeemable

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Basic and diluted net income (loss) per share

connection with the underwriters’ partial exercise of their over-allotment option on March 19, 2021, 325,000 Founder

Shares were no longer subject to forfeiture.

These shares were excluded from the calculation of weighted average shares outstanding until

they were no longer subject to forfeiture.

of September 30, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or

converted into common stock and then share in the Company’s earnings.

In connection

with the underwriters’ partial exercise of their over-allotment option on March 19, 2021, 325,000 Founder Shares were

no longer subject to forfeiture.

These shares were excluded from the calculation of weighted average shares outstanding until they were

no longer subject to forfeiture.

31, 2022 and December 31, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised

or converted into common stock and then share in the Company’s earnings.

As a result, diluted income (loss) per share is the same

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Costs associated with the Initial Public Offering

Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - “Expenses

complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - “Expenses

of Offering”.

Offering costs consist principally of professional and registration fees incurred through the balance sheet date

that are related to the IPO and were charged to stockholders’ equity upon the completion of the IPO.

Offering costs consist principally of professional and registration fees incurred through the balance sheet date that

are related to the IPO and were charged to stockholders’ equity upon the completion of the IPO.

Accordingly, as of March 15, 2021,

2021, offering costs in the aggregate of $ 2,825,347 have been charged to stockholders’ equity (consisting of $ 2,400,000 of

underwriting discount and $ 425,347 of other offering costs).

offering costs in the aggregate of $ 4,849,810 have been charged to stockholders’ equity (consisting of $ 2,400,000 of underwriting

discount and $ 2,449,810 of other offering costs).

19, 2021, the underwriters partially exercised the over-allotment option to purchase 1,300,000 Public Units, generating an aggregate

of gross proceeds of $ 13,000,000 , and incurred additional transaction costs of $ 260,000 in underwriting discount.

Financial Instruments

Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded

derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”.

Derivative instruments are recorded at fair value

on the grant date and re-valued at each reporting date, with changes in the fair value reported in the statements of operations.

assets and liabilities are classified on the balance sheet as current or non-current based on whether or not net-cash settlement or conversion

evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives

in accordance with ASC Topic 815, “Derivatives and Hedging”.

Derivative instruments are recorded at fair value on the grant

date and re-valued at each reporting date, with changes in the fair value reported in the statements of operations.

Derivative assets

and liabilities are classified on the balance sheet as current or non-current based on whether or not net-cash settlement or conversion

of the instrument could be required within 12 months of the balance sheet date.

The Company has determined the warrants are a derivative

Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax

assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements

carrying amounts of existing assets and liabilities and their respective tax bases.

Deferred tax assets and liabilities are measured

using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered

The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included

the enactment date.

Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be

follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and

liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying

amounts of existing assets and liabilities and their respective tax bases.

Deferred tax assets and liabilities are measured using enacted

tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment

Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions

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as income tax expense.

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30,

2021, respectively.

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2022

or December 31, 2021.

The Company is currently not aware of any issues under review that could result in significant payments, accruals

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The Company is subject to income tax examinations by major taxing authorities since inception.

Company’s deferred tax assets were deemed to be de minimis as of September 30, 2021.

and Uncertainties

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have a negative effect on the Company’s financial position, results of its operations, cash flows and/or search for a target company,

the specific impact is not readily determinable as of the date of the condensed financial statements.

The condensed financial statements

do not include any adjustments that might result from the outcome of this uncertainty.

the specific impact is not readily determinable as of the date of the financial statements.

The financial statements do not include any

adjustments that might result from the outcome of this uncertainty.

Adopted Accounting Standards

August 2020, the FASB issued ASU 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts

2020, the FASB issued ASU 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts

in Entity’s Own Equity (Subtopic 815-40):

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models required under current GAAP.

The ASU also removes certain settlement conditions that are required for equity-linked contracts

to qualify for scope exception, and it simplifies the diluted earnings per share calculation in certain areas.

The ASU also removes certain settlement conditions that are required for equity-linked contracts to

qualify for scope exception, and it simplifies the diluted earnings per share calculation in certain areas.

The Company adopted ASU 2020-06

on January 1, 2021.

Adoption of the ASU did not impact the Company’s financial position, results of operations or cash

Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows.

3 — Initial Public Offering

to the IPO on March 15, 2021, the Company sold 12,000,000 Public Units at a purchase price of $ 10.00 per Public Unit.

Each Public Unit consists of (i) one Public Subunit, which consists of one Public Share and one-quarter of one Public Warrant, and (ii)

one-quarter of one Public Warrant.

Each whole warrant entitles the holder to purchase one share of common stock at a price of $ 11.50 per

Each whole warrant will become exercisable 30 days after the completion of an initial Business Combination and will expire on

the fifth anniversary of the completion of an initial Business Combination, or earlier upon redemption or liquidation.

March 19, 2021, the underwriters partially exercised the over-allotment option to purchase 1,300,000 Public Units, at a purchase

price of $ 10.00 per Public Unit, generating gross proceeds to the Company of $ 13,000,000 .

Public Unit consists of (i) one Public Subunit, which consists of one Public Share and one-quarter of one Public Warrant, and (ii) one-quarter

of one Public Warrant.

Each whole warrant entitles the holder to purchase one share of common stock at a price of $ 11.50 per share.

Each whole warrant will become exercisable 30 days after the completion of an initial Business Combination and will expire on the fifth

anniversary of the completion of an initial Business Combination, or earlier upon redemption or liquidation.

19, 2021, the underwriters partially exercised the over-allotment option to purchase 1,300,000 Public Units, at a purchase price

of $ 10.00 per Public Unit, generating gross proceeds to the Company of $ 13,000,000 .

the closing of the IPO on March 15, 2021 and the underwriters’ partial exercise of over-allotment option on March 19, 2021, $ 133,000,000 from

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Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S.

government treasury obligations, so that the

Company is not deemed to be an investment company under the Investment Company Act.

government treasury obligations, so that the Company

is not deemed to be an investment company under the Investment Company Act.

4 — Private Placement

2 unchanged sentences

$ 10.00 per Private Unit in a private placement (the “Private Placement”), generating gross proceeds of $ 3,900,000 .

March 19, 2021, simultaneous with the exercise of the over-allotment option, the Sponsor and EarlyBirdCapital purchased an aggregate

of 26,000 additional Private Units, at a purchase price of $ 10.00 per Private Unit, generating gross proceeds to the Company

of $ 260,000 .

Private Units (and underlying Private Subunits, Private Shares, and Private Warrants) are identical to the Public Units except that the

Private Warrants included in the Private Units:

(i) will 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.

Company’s initial stockholders have agreed (A) to vote the Private Shares contained in the Private Subunits in favor of any proposed

Business Combination, (B) not to convert any Private Subunits in connection with a stockholder vote to approve a proposed initial Business

Combination or sell any Private Shares to the Company in a tender offer in connection with a proposed initial Business Combination and

(C) that the Private Subunits shall not participate in any liquidating distribution from the Trust Account upon winding up if a Business

Combination is not consummated.

In the event of a liquidation prior to the initial Business Combination, the Private Units will likely

be worthless.

19, 2021, simultaneous with the exercise of the over-allotment option, the Sponsor and EarlyBirdCapital purchased an aggregate of 26,000 additional

Private Units, at a purchase price of $ 10.00 per Private Unit, generating gross proceeds to the Company of $ 260,000 .

Units (and underlying Private Subunits, Private Shares, and Private Warrants) are identical to the Public Units except that the Private

Warrants included in the Private Units:

(i) will 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 Company’s

initial stockholders have agreed (A) to vote the Private Shares contained in the Private Subunits in favor of any proposed Business Combination,

(B) not to convert any Private Subunits in connection with a stockholder vote to approve a proposed initial Business Combination or sell

any Private Shares to the Company in a tender offer in connection with a proposed initial Business Combination and (C) that the Private

Subunits shall not participate in any liquidating distribution from the Trust Account upon winding up if a Business Combination is not

In the event of a liquidation prior to the initial Business Combination, the Private Units will likely be worthless.

5 — Related Party Transactions

January 4, 2021, the Sponsor paid $ 25,000 , or approximately $ 0.009 per share, to cover certain offering costs in consideration for 2,875,000 shares

4, 2021, the Sponsor paid $ 25,000 , or approximately $ 0.009 per share, to cover certain offering costs in consideration for 2,875,000 shares

of common stock, par value $ 0.0001 (the “Founder Shares”).

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exercised the over-allotment option to purchase 1,300,000 Public Units.

As a result, 125,000 founder shares were

forfeited as of September 30, 2021.

the date of the IPO, the Founder Shares were placed into an escrow account maintained in New York, New York by Continental Stock Transfer

As a result, 125,000 founder shares were forfeited.

of the IPO, the Founder Shares were placed into an escrow account maintained in New York, New York by Continental Stock Transfer&

Trust Company, acting as escrow agent.

Subject to certain limited exceptions, these shares will not be transferred, assigned,

sold or released from escrow (subject to certain limited exceptions) for a period ending on (1) with respect to 50% of the founder shares,

the earlier of one year after the date of the consummation of the Company’s initial Business Combination and the date on which

the closing price of the Company’s shares of common stock equals or exceeds $12.50 per share (as adjusted for share splits, share

capitalizations, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after Company’s

initial Business Combination and (2) with respect to the remaining 50% of the founder shares, one year after the date of Company’s

consummation of the initial Business Combination, or earlier, in either case, if, subsequent to the initial Business Combination, the

Company consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the stockholders having

the right to exchange their shares of common stock for cash, securities or other property.

Subject to certain limited exceptions, these shares will not be transferred, assigned, sold

or released from escrow (subject to certain limited exceptions) for a period ending on (1) with respect to 50% of the founder shares,

the earlier of one year after the date of the consummation of the Company’s initial Business Combination and the date on which the

closing price of the Company’s shares of common stock equals or exceeds $12.50 per share (as adjusted for share splits, share capitalizations,

reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after Company’s initial

Business Combination and (2) with respect to the remaining 50% of the founder shares, one year after the date of Company’s consummation

of the initial Business Combination, or earlier, in either case, if, subsequent to the initial Business Combination, the Company consummates

a liquidation, merger, stock exchange or other similar transaction which results in all of the stockholders having the right to exchange

their shares of common stock for cash, securities or other property.

Note — Related Party

January 4, 2021, the Sponsor agreed to loan the Company up to $ 300,000 to be used for a portion of the expenses of the IPO (the

“Promissory Note”).

These loans were non-interest bearing, unsecured and were due at the earlier of March 31, 2021 or the

closing of the IPO.

February 1, 2021, the Sponsor funded to the Company $ 100,000 pursuant to the Promissory Note.

On February 10, 2021, the Sponsor

funded to the Company an additional $ 25,000 pursuant to the Promissory Note, for an aggregate amount of $ 125,000 .

On March 15, 2021,

the Promissory Note in an aggregate amount of $ 125,000 was fully repaid by the Company to the Sponsor.

order to meet the working capital needs following the consummation of the IPO if the funds not held in the Trust Account are insufficient,

the Sponsor, initial stockholders, officers, directors and their affiliates may, but are not obligated to, loan the Company funds, from

time to time or at any time, in whatever amount they deem reasonable in their sole discretion (“Working Capital Loans”).

Each Working Capital Loan would be evidenced by a promissory note.

The notes would either be paid upon consummation of the initial

Business Combination, without interest, or, at the holder’s discretion, up to $1,500,000 of the notes may be converted into units

at a price of $10.00 per unit.

The units would consist of (i) one subunit, which consists of one share of common stock and one-quarter

of one warrant, and (ii) one-quarter of one warrant, where the common stock and warrants would be identical to the common stock and warrants

included in the Private Units.

In the event that the initial Business Combination does not close, the Company may use a portion

of the working capital held outside the Trust Account to repay such loaned amounts, but no other proceeds from the Trust Account would

be used for such repayment.

At September 30, 2021, no such Working Capital Loans were outstanding.

4, 2021, the Sponsor agreed to loan the Company up to $ 300,000 to be used for a portion of the expenses of the IPO (the “Promissory

These loans were non-interest bearing, unsecured and were due at the earlier of March 31, 2021 or the closing of the IPO.

1, 2021, the Sponsor funded to the Company $ 100,000 pursuant to the Promissory Note.

On February 10, 2021, the Sponsor funded to

the Company an additional $ 25,000 pursuant to the Promissory Note, for an aggregate amount of $ 125,000 .

On March 15, 2021, the Promissory

Note in an aggregate amount of $ 125,000 was fully repaid by the Company to the Sponsor.

2022, SP agreed to loan the Company $ 167,955 through the SP Promissory Note.

The SP Promissory Note is non-interest bearing and payable

in cash upon the closing of the Company’s Business Combination.

In the event the Company fails to complete a Business Combination

prior to the deadline set forth in its governing document, no payment will be due under the SP Promissory Note and the principal balance

of the SP Promissory Note will be forgiven (See Note 9).

to meet the working capital needs following the consummation of the IPO if the funds not held in the Trust Account are insufficient, the

Sponsor, initial stockholders, officers, directors and their affiliates may, but are not obligated to, loan the Company funds, from time

to time or at any time, in whatever amount they deem reasonable in their sole discretion (“Working Capital Loans”).

Capital Loan would be evidenced by a promissory note.

The notes would either be paid upon consummation of the initial Business Combination,

without interest, or, at the holder’s discretion, up to $1,500,000 of the notes may be converted into units at a price of $10.00

The units would consist of (i) one subunit, which consists of one share of common stock and one-quarter of one warrant, and

(ii) one-quarter of one warrant, where the common stock and warrants would be identical to the common stock and warrants included in the

Private Units.

In the event that the initial Business Combination does not close, the Company may use a portion of the working capital

held outside the Trust Account to repay such loaned amounts, but no other proceeds from the Trust Account would be used for such repayment.

At March 31, 2022 and December 31, 2021, no such Working Capital Loans were outstanding.

Administrative

on the Effective Date of the registration statement through the acquisition of a target business, the Company will pay an affiliate of

the Chief Executive Officer, an aggregate fee of $ 10,000 per month for providing the Company with office space and certain office

and secretarial services.

As of September 30, 2021, the Company has recorded $ 30,000 and 67,097 , respectively, for the three months

ended September 30, 2021 and for the period from March 10, 2021 through September 30, 2021.

7 — Recurring Fair Value Measurements

following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring

basis as of September 30, 2021 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such

September 30,

Commencing on the Effective Date

of the registration statement through the acquisition of a target business, the Company will pay SP an aggregate fee of $ 10,000 per

month for providing the Company with office space and certain office and secretarial services.

The Company has recorded $ 30,000 and

$ 7,097 for the three months ended March 31, 2022 and March 31, 2021, respectively.

6 — Fair Value Measurements

Non-Recurring

Fair Value Measurement

The following

table presents information about the Company’s Representative Shares that were measured at fair value on a non-recurring basis as

of January 13, 2021 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value.

Stockholders’ Equity:

Representative Shares

The estimated

fair value of the Representative Shares on January 13, 2021, the date the Representative Shares were issued, was determined using Level 3

Inherent in a Monte-Carlo simulation model utilizing the probability weighted expected return method are assumptions related to

the expected stock-price volatility (pre-merger), the risk-free interest rate, and the expected restricted term.

The Company estimates

the volatility of its common stock based on management’s understanding of the volatility associated with instruments of other similar

The risk-free interest rate is based on the U.S.

Treasury Constant Maturity similar to the expected restricted term of the Representative

The expected restricted term of the Representative Shares is simulated based on management assumptions regarding the timing and

likelihood of completing the IPO and a business combination.

The dividend rate is based on the historical rate, which the Company anticipates

to remain at zero.

The assumptions used in calculating the estimated fair values represent the Company’s best estimate.

inherent uncertainties are involved.

If factors or assumptions change, the estimated fair values could be materially different.

inputs into the Monte Carlo simulation model for the Representative Shares were as follows at January 13, 2021:

Restricted term (years)

Expected volatility

Risk-free interest rate

Dividend yield

Fair Value Measurement

The following

tables present information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of

March 31, 2022 and December 31, 2021 and indicate the fair value hierarchy of the valuation techniques the Company utilized to determine

such fair value.

Mutual Fund held in Trust Account

4 unchanged sentences

Warrant Liability

estimated fair value of the warrant liability on March 15, 2021 and September 30, 2021 is determined using Level 3 inputs.

in a Monte-Carlo simulation model are assumptions related to expected stock-price volatility (pre-merger and post-merger),

expected term, dividend yield and risk-free interest rate.

The Company estimates the volatility of its common stock based on management’s

understanding of the volatility associated with instruments of other similar entities.

Mutual Fund held in Trust Account

$ 133,010,583

Warrant Liability

The estimated

fair value of the warrant liability on March 31, 2022 and December 31, 2021 was determined using Level 3 inputs.

Inherent in a Monte-Carlo

simulation model are assumptions related to expected stock-price volatility (pre-merger and post-merger), expected term, dividend

yield and risk-free interest rate.

The Company estimates the volatility of its common stock based on management’s understanding

of the volatility associated with instruments of other similar entities.

The risk-free interest rate is based on the U.S.

Treasury Constant Maturity similar to the expected remaining life of the warrants.

The expected life of the warrants is simulated based

on management assumptions regarding the timing and likelihood of completing a business combination.

The dividend rate is based on the

historical rate, which the Company anticipates to remain at zero.

The assumptions used in calculating the estimated fair values represent

the Company’s best estimate.

Treasury Constant

Maturity similar to the expected remaining life of the warrants.

The expected life of the warrants is simulated based on management assumptions

regarding the timing and likelihood of completing a business combination.

The dividend rate is based on the historical rate, which the

Company anticipates to remain at zero.

The assumptions used in calculating the estimated fair values represent the Company’s best

However, inherent uncertainties are involved.

If factors or assumptions change, the estimated fair

values could be materially different.

key inputs into the Monte Carlo simulation model for the warrant liability were as follows at March 15, 2021:

If factors or assumptions change, the estimated fair values could be materially

inputs into the Monte Carlo simulation model for the warrant liability were as follows at March 15, 2021:

Expected term (years)

3 unchanged sentences

Exercise price

key inputs into the Monte Carlo simulation model for the warrant liability were as follows at September 30, 2021:

September 30,

inputs into the Monte Carlo simulation model for the warrant liability were as follows at December 31, 2021:

December 31, 2021

Expected term (years)

3 unchanged sentences

Exercise price

following table sets forth a summary of the changes in the fair value of the warrant liability for the nine months ended September 30,

inputs into the Monte Carlo simulation model for the warrant liability were as follows at March 31, 2022:

March 31, 2022

Expected term (years)

Expected volatility

Risk-free interest rate

Dividend yield

Exercise price

The following

table sets forth a summary of the changes in the fair value of the warrant liability for the three months ended March 31, 2022:

Fair value as of December 31, 2021

Initial fair value of warrant liability upon issuance at IPO

Change in fair value

Fair value as of September 30, 2021

Fair value as of March 31, 2022

The following

table sets forth a summary of the changes in the fair value of the warrant liability for the three months ended March 31, 2021:

Fair value as of December 31, 2020

Initial valuation of warrant liability

Change in fair value

Fair value as of March 31, 2021

7 — Commitments and Contingencies

holders of the Founder Shares and Representative Shares (as defined below) issued and outstanding on the date of the IPO, as well as

the holders of the Private Units and any units the Sponsor, officers, directors or their affiliates may be issued in payment of Working

Capital Loans made to the Company (and all underlying securities), will be entitled to registration rights pursuant to an agreement signed

on March 10, 2021.

The holders of a majority of these securities are entitled to make up to two demands that the Company use its best

efforts to register such securities.

The holders of the majority of the Founder Shares can elect to exercise these registration rights

at any time commencing three months prior to the date on which these shares of common stock are to be released from escrow.

of a majority of the Representative Shares, Private Units and units issued to the Sponsor, officers, directors or their affiliates in

payment of Working Capital Loans made to the Company (or underlying securities) can elect to exercise these registration rights at any

time after the Company consummates a Business Combination.

Notwithstanding anything to the contrary, EarlyBirdCapital may only make

a demand on one occasion and only during the five-year period beginning on March 10, 2021.

In addition, the holders have certain “piggy-back”

registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination;

however, that EarlyBirdCapital may participate in a “piggy-back” registration only during the seven-year period beginning

on the effective date of the registration statement.

The Company will bear the expenses incurred in connection with the filing of any

such registration statements.

of the Founder Shares and Representative Shares (as defined below) issued and outstanding on the date of the IPO, as well as the holders

of the Private Units and any units the Sponsor, officers, directors or their affiliates may be issued in payment of Working Capital Loans

made to the Company (and all underlying securities), will be entitled to registration rights pursuant to an agreement signed on March

The holders of a majority of these securities are entitled to make up to two demands that the Company use its best efforts to

The holders of the majority of the Founder Shares can elect to exercise these registration rights at any time

commencing three months prior to the date on which these shares of common stock are to be released from escrow.

The holders of a majority

of the Representative Shares, Private Units and units issued to the Sponsor, officers, directors or their affiliates in payment of Working

Capital Loans made to the Company (or underlying securities) can elect to exercise these registration rights at any time after the Company

consummates a Business Combination.

Notwithstanding anything to the contrary, EarlyBirdCapital may only make a demand on one occasion

and only during the five-year period beginning on March 10, 2021.

In addition, the holders have certain “piggy-back” registration

rights with respect to registration statements filed subsequent to the consummation of a Business Combination;

provided, however, that

EarlyBirdCapital may participate in a “piggy-back” registration only during the seven-year period beginning on the effective

date of the registration statement.

The Company will bear the expenses incurred in connection with the filing of any such registration

EarlyBirdCapital

5 unchanged sentences

On March 15, 2021, the Company paid, in aggregate, a fixed underwriting discount of $ 2,400,000 .

March 19, 2021, the Underwriters partially exercised the over-allotment option to purchase 1,300,000 Public Units and were,

in aggregate, paid a fixed underwriting discount of $ 260,000 .

19, 2021, the Underwriters partially exercised the over-allotment option to purchase 1,300,000 Public Units and were, in aggregate,

paid a fixed underwriting discount of $ 260,000 .

EarlyBirdCapital

3 unchanged sentences

to raise equity, equity-linked, debt or mezzanine financings relating to or in connection with the initial Business Combination.

addition, under certain circumstances EarlyBirdCapital will be granted, for a period of one year from the closing of the IPO, the right

to act as lead underwriter for the next U.S.

registered public offering of securities, undertaken by any of the Company’s officers,

for the purpose of raising capital and placing 90 % or more of the proceeds in a trust or escrow account to be used to acquire one

or more operating businesses in the technology industry that have not been identified at the time of the IPO.

under certain circumstances EarlyBirdCapital will be granted, for a period of one year from the closing of the IPO, the right to act as

lead underwriter for the next U.S.

registered public offering of securities, undertaken by any of the Company’s officers, for the

purpose of raising capital and placing 90 % or more of the proceeds in a trust or escrow account to be used to acquire one or more

operating businesses in the technology industry that have not been identified at the time of the IPO.

Combination Marketing Agreement

Company has engaged EarlyBirdCapital as an advisor in connection with the Business Combination to assist the Company in holding meetings

with its stockholders to discuss the potential Business Combination and the target business’ attributes, introduce the Company

to potential investors that are interested in purchasing the Company’s securities in connection with the initial Business Combination,

assist the Company in obtaining stockholder approval for the Business Combination and assist the Company with its press releases and

public filings in connection with the Business Combination.

The Company will pay EarlyBirdCapital a cash fee for such services upon

the consummation of its initial Business Combination in an amount equal to 3.5% of the gross proceeds of the IPO (exclusive of any applicable

finders’ fees which might become payable);

provided that up to 30% of the fee may be allocated at the Company’s sole discretion

to other FINRA members (including, with EarlyBirdCapital’s prior consent which shall not be unreasonably withheld, companies affiliated

with the Company or its officers or directors) that assist the Company in identifying or consummating an initial Business Combination.

has engaged EarlyBirdCapital as an advisor in connection with the Business Combination to assist the Company in holding meetings with

its stockholders to discuss the potential Business Combination and the target business’ attributes, introduce the Company to potential

investors that are interested in purchasing the Company’s securities in connection with the initial Business Combination, assist

the Company in obtaining stockholder approval for the Business Combination and assist the Company with its press releases and public filings

in connection with the Business Combination.

The Company will pay EarlyBirdCapital a cash fee for such services upon the consummation

of its initial Business Combination in an amount equal to 3.5% of the gross proceeds of the IPO (exclusive of any applicable finders’

fees which will become payable);

provided that up to 30% of the fee may be allocated at the Company’s sole discretion to other FINRA

members (including, with EarlyBirdCapital’s prior consent which shall not be unreasonably withheld, companies affiliated with the

Company or its officers or directors) that assist the Company in identifying or consummating an initial Business Combination.

Representative

January 13, 2021, the Company has issued to EarlyBirdCapital and its designees an aggregate of 350,000 representative shares

at $ 0.0001 per share (the “Representative Shares”).

On March 10, 2021, the Company effected a stock dividend of 0.2 shares

of common stock for every share of common stock outstanding, resulting in an additional 70,000 representative shares issued

to EarlyBirdCapital for no consideration and an aggregate of 420,000 representative shares outstanding.

The holders of the

Representative Shares have agreed not to transfer, assign or sell any such shares without the Company’s prior consent until the

completion of the initial Business Combination.

In addition, the holders of the Representative Shares have agreed (i) to waive their

conversion rights (or right to participate in any tender offer) with respect to such shares in connection with the completion of the

initial Business Combination and (ii) to waive their rights to liquidating distributions from the Trust Account with respect to such

shares if the Company fails to complete its initial Business Combination within the Combination Period.

Representative Shares have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately

following March 10, 2021 pursuant to Rule 5110(g)(1) of the FINRA Manual.

Pursuant to FINRA Rule 5110(g)(1), these securities will not

be sold during the IPO, or sold, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging, short sale, derivative,

put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately

following the March 10, 2021 or commencement of sales of the IPO, except to any underwriter and selected dealer participating in the

IPO and their bona fide officers or partners, provided that all securities so transferred remain subject to the lock-up restriction above

for the remainder of the time period.

13, 2021, the Company has issued to EarlyBirdCapital and its designees an aggregate of 350,000 representative shares at a purchase

price of $ 0.0001 per share (the “Representative Shares”).

The fair value of the Representative Shares was determined

to be $ 2,024,463 (See Note 6).

On March 10, 2021, the Company effected a stock dividend of 0.2 shares of common stock for

every share of common stock outstanding, resulting in an additional 70,000 representative shares issued to EarlyBirdCapital

for no consideration and an aggregate of 420,000 representative shares outstanding.

The holders of the Representative Shares

have agreed not to transfer, assign or sell any such shares without the Company’s prior consent until the completion of the initial

Business Combination.

In addition, the holders of the Representative Shares have agreed (i) to waive their conversion rights (or right

to participate in any tender offer) with respect to such shares in connection with the completion of the initial Business Combination

and (ii) to waive their rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to

complete its initial Business Combination within the Combination Period.

The Representative

Shares have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following March

10, 2021 pursuant to Rule 5110(g)(1) of the FINRA Manual.

Pursuant to FINRA Rule 5110(g)(1), these securities will not be sold during

the IPO, or sold, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging, short sale, derivative, put or call

transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following

the March 10, 2021 or commencement of sales of the IPO, except to any underwriter and selected dealer participating in the IPO and their

bona fide officers or partners, provided that all securities so transferred remain subject to the lock-up restriction above for the remainder

of the time period.

Combination Legal Services Agreement

Company has entered into an agreement with its legal counsel, Loeb & Loeb (“Loeb”), whereby the Company is required to

pay a total of $250,000 in retainer fees to Loeb for services related to the initial Business Combination upon the completion of certain

The balance of any additional legal fees incurred related to the initial Business Combination will be due at the closing

of the SPAC Merger.

As of September 30, 2021, the Company had paid a total of $50,000 of retainer fees to Loeb.

1, 2021, the Company entered into an agreement with its legal counsel, Loeb & Loeb (“Loeb”), whereby the Company

is required to pay a total of $250,000 in retainer fees to Loeb for services related to the initial Business Combination upon the completion

of certain milestones.

The balance of any additional legal fees incurred related to the initial Business Combination will be due at the

closing of the SPAC Merger.

For the three-month period ended March 31, 2022, the Company had accrued a total of $ 100,000 of legal fees.

Consulting Agreement

16, 2021, the Company entered into a consulting agreement with Dr.

Julia, a director of the Company, pursuant to which Dr.

to introduce to the Company one or more potential candidates for the Company to pursue regarding a potential business combination in exchange

for a single consulting fee equal to 1.0 % of the enterprise value of the target company paid in cash, not to exceed 2.0 % of

the Trust Account, payable concurrent with the closing of the business combination with the target introduced by Dr.

15, 2021, the Company entered into a Merger Agreement with SoundHound, which Dr.

Julia had introduced to the Company.

Pursuant to the

consulting agreement, upon the closing of the Business Combination, Dr.

Julia will be entitled to a finder’s fee of $ 2,660,000 .

8 — Stockholders’ Equity

Stock — The Company is authorized to issue 1,000,000 shares of preferred stock at par value of $ 0.0001 per

As of September 30, 2021, there were no shares of preferred stock issued or outstanding.

As of March 31, 2022 and December 31, 2021, there were no shares of preferred stock issued or outstanding.

Stock — The Company is authorized to issue 100,000,000 shares of common stock with a par value of $ 0.0001 per

At September 30, 2021, there were 4,161,000 shares of common stock issued and outstanding, excluding 13,300,000 shares

At March 31, 2022 and December 31, 2021, there were 4,161,000 shares of common stock issued and outstanding, excluding 13,300,000 shares

of common stock subject to possible redemption.

whole warrant entitles the holder to purchase one common stock at a price of $11.50 per share, subject to adjustment as discussed below,

at any time commencing 30 days after the completion of an initial Business Combination.

warrant entitles the holder to purchase one common stock at a price of $11.50 per share, subject to adjustment as discussed below, at

any time commencing 30 days after the completion of an initial Business Combination.

The warrants will expire on the fifth anniversary

14 unchanged sentences

for the 5 trading days ending on the trading day prior to the date of exercise.

Company may call the warrants for redemption (excluding the Private Warrants and any warrants underlying additional units issued to the

Sponsor, initial stockholders, officers, directors or their affiliates in payment of Working Capital Loans made to the Company), in whole

and not in part, at a price of $ 0.01 per warrant,

any time after the warrants become exercisable,

not less than 30 days’ prior written notice of redemption to each warrant holder,

and only if, the reported last sale price of the shares of common stock equals or exceeds $18.00 per share (as adjusted for stock splits,

stock dividends, reorganizations and recapitalizations), for any 20 trading days within a 30 trading day period commencing after

the warrants become exercisable and ending on the third business day prior to the notice of redemption to warrant holders;

and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants.

addition, if (x) the Company issues additional shares of common stock or equity-linked securities for capital raising purposes in connection

with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share (with such

issue price or effective issue price to be determined in good faith by the Company’s board of directors, and in the case of any

such issuance to the Sponsor, initial stockholders or their affiliates, without taking into account any Founder Shares held by them prior

to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest

thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination

(net of redemptions), and (z) the Market Value is below $9.20 per share, the exercise price of the warrants will be adjusted (to the

nearest cent) to be equal to 115% of the greater of (i) the Market Value or (ii) the price at which the Company issues the additional

shares of common stock or equity-linked securities, and the $ 18.00 redemption trigger price will be adjusted to 180 % of this

may call the warrants for redemption (excluding the Private Warrants and any warrants underlying additional units issued to the Sponsor,

initial stockholders, officers, directors or their affiliates in payment of Working Capital Loans made to the Company), in whole and not

in part, at a price of $0.01 per warrant,

at any time after the warrants become exercisable,

upon not less than 30 days’ prior written notice of redemption to each warrant holder,

If, and only if, the reported last sale price of the shares of common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations), for any 20 trading days within a 30 trading day period commencing after the warrants become exercisable and ending on the third business day prior to the notice of redemption to warrant holders;

if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants.

if (x) the Company issues additional shares of common stock or equity-linked securities for capital raising purposes in connection with

the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share (with such issue

price or effective issue price to be determined in good faith by the Company’s board of directors, and in the case of any such issuance

to the Sponsor, initial stockholders or their affiliates, without taking into account any Founder Shares held by them prior to such issuance),

(y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available

for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions),

and (z) the Market Value is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal

to 115% of the greater of (i) the Market Value or (ii) the price at which the Company issues the additional shares of common stock or

equity-linked securities, and the $18.00 redemption trigger price will be adjusted to 180% of this amount.

9 — Subsequent Events

Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited condensed

financial statements was issued.

The Company did not identify any subsequent events that would have required adjustment or disclosure

in the unaudited condensed financial statements.

evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited condensed financial

statements were issued.

9, 2022, the Company entered into a subscription agreement with an accredited investor (the “New Subscriber”) pursuant to

which the New Subscriber agreed to purchase, and the Company has agreed to sell, 200,000 shares of common stock, par value $ 0.0001 per

share, at a purchase price of $ 10.00 per share for gross proceeds of $ 2,000,000 .

April 9, 2022, the Company entered into an agreement to engage Northland to serve as a capital markets advisor in connection with

the Business Combination.

The Company agreed an advisory fee in the amount of $ 500,000 payable to Northland upon the closing of the

Business Combination, plus expenses.

In addition to the advisory fee, the Company agreed to consider awarding, at the

Company’s sole discretion, a discretionary fee to Northland in an amount not to exceed 2 % of the balance of the funds in the

Trust Account remaining after the closing.

No such fee was paid.

On April 9, 2022, the Company entered

into an agreement to engage Wedbush to act as the Company’s strategic financial advisor in connection with the Business Combination.

The Company agreed to pay Wedbush a fee in the amount of $750,000 , with $500,000 payable no later than ten days after the close of the

Business Combination and the remaining $ 250,000 payable in six monthly installments of $ 41,667 with the installment payments starting

the first month after the close.

13, 2022, the Company entered into an agreement to engage IB CAP to act as the Company’s financial advisor and marketing agent in

connection with the Business Combination.

The Company agreed a fee in the amount of $550,000 payable to IB CAP upon the closing of the

Business Combination.

An affiliate of IB CAP acted as a “qualified independent underwriter” and co-manager in the Company’s

Initial Public Offering.

14, 2022, the Company amended the lock-up agreement (the “Amendment”) previously entered into with the chief executive officer

of SoundHound, Keyvan Mohajer, to extend the lock-up period applicable to Mr.

Mohajer from six months to one year from the date of the

closing of the Business Combination.

On April 18, 2022, the Company entered

into an agreement to engage CF&CO to act as the Company’s capital markets advisor in connection with the Business Combination.

The Company agreed to pay an advisory fee in the amount of $750,000 to CF&CO upon the closing of the Business Combination, plus expenses.

On April 21, 2022, SP agreed to loan

the Company $ 167,955 through the SP Promissory Note.

The SP Promissory Note is non-interest bearing and payable in cash upon the closing

of the Company’s Business Combination.

In the event the Company fails to complete a Business Combination prior to the deadline set

forth in its governing document, no payment will be due under the SP Promissory Note and the principal balance of the SP Promissory Note

will be forgiven.

On April 26, 2022, the Company

consummated its Business Combination with SoundHound pursuant to the Merger Agreement.

The aggregate merger consideration paid by the

Company to SoundHound security holders in connection with the Business Combination was an amount equal to $ 2,000,000,000 , with outstanding

SoundHound stock options and warrants assumed by the Company included on a net exercise basis.

As a result of the Business Combination,

the Company owns 100 % of the outstanding common stock of SoundHound and the Company changed its name from “Archimedes Tech SPAC

Partners Co.” to “SoundHound AI, Inc.” In connection with the Business Combination, an aggregate of $ 127,679,500 was

paid from the Company’s Trust Account to holders that properly exercised their right to have their Public Shares redeemed, with

remaining Trust Proceeds of approximately $ 5,356,628 .

Additionally, pursuant to subscription agreements the Company had previously entered

into with certain Subscribers, the Subscribers purchased an aggregate of 11,300,000 shares of Class A Common Stock of the combined company

for a purchase price of $ 10.00 per share in a private placement that closed concurrently with the Business Combination, for total PIPE

Proceeds of $ 113,000,000 .

The Trust Proceeds and PIPE Proceeds were used for the payment of expenses incurred by the Company and SoundHound

in connection with the Business Combination and the remaining proceeds will be used for general corporate purposes of the Company following

the Business Combination.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements