What changed in this filing

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Item 9A. Controls and Procedures

2023-03-28 compared with 2022-03-09 · 569 added, 1207 removed, 51 unchanged (97% of the section changed)

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Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

Evaluation of Disclosure Controls and Procedures

As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2021.

Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, during the period covered by this report, our disclosure controls and procedures were not effective because of a material weakness in our internal control over financial reporting.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

Specifically, the material weakness identified in our internal controls related to the Company’s accounting for complex financial instruments.

This material weakness resulted in the restatement of the Company’s balance sheet as of March 15, 2021, and its interim financial statements for the quarter ended March 31, 2021;

June 30, 2021;

and September 30, 2021.

As of the end of the period covered by this Annual Report on Form 10-K, we carried out an evaluation under the supervision and with the participation of our Disclosure Committee and our management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rules 13a-15(e) and 15d-15(e).

Based on our management’s evaluation (with the participation of our CEO and CFO), as of the end of the period covered by this report, our CEO and CFO have concluded that our disclosure controls and procedures were effective as of December 31, 2022 to provide reasonable assurance that information required to be disclosed by us in reports that we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms and (ii) accumulated and communicated to our management, including our CEO and CFO as appropriate to allow timely decisions regarding required disclosure.

Our management, including our CEO and CFO, does not expect that our disclosure controls and procedures or our internal controls over financial reporting will prevent all errors and all fraud.

A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.

Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs.

Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within SoundHound have been detected.

Management's Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended).

Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2022.

In making this assessment, our management used the criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on the results of our evaluation, our management concluded that our internal control over financial reporting was effective as of December 31, 2022.

Armanino LLP, an independent registered public accounting firm, was not required to and has not issued a report concerning the effectiveness of our internal control over financial reporting as of December 31, 2022.

Changes in Internal Control over Financial Reporting

During the most recently completed fiscal year ended December 31, 2021, we have enhanced our internal controls over financial reporting relating to redeemable equity instruments by continuing to recognize all Public Shares as temporary equity.

We believe our efforts are effective in identifying and appropriately applying applicable accounting requirements but we believe we will need additional time to monitor and assess our efforts to evaluate their ultimate effectiveness.

There have been no changes in our internal controls over financial reporting, except as previously noted, that has materially affected, or is reasonably likely to affect, our internal control over financial reporting.

There were no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during our last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other Information

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Directors, Executive Officers and Corporate Governance

The following table sets forth information about our directors and

executive officers as of March 9, 2022.

Chairman of the Board

Chief Executive Officer & President

Daniel Sheehan

Chief Operating Officer

Chief Financial Officer

Below is a summary of the business experience of each our executive officers and directors:

Ball has been our Chairman since March 2021.

Our executive officers and directors are listed below.

Name Age Position

Keyvan Mohajer 45 Director, Chief Executive Officer

James Hom 39 Director, Vice President of Products

Larry Marcus 57 Director

Diana Sroka 49 Director

Eric Ball 59 Director

Majid Emami 46 Vice President of Engineering

Timothy Stonehocker 42 Chief Technology Officer

Nitesh Sharan 48 Chief Financial Officer

Michael Zagorsek 48 Chief Operating Officer

Keyvan Mohajer.

Keyvan Mohajer has been our Chief Executive Officer and a member of the Board since the consummation of the Business Combination in April 2022.

Mohajer has served as SoundHound’s Chief Executive Officer and a member of the SoundHound board of directors (the “SoundHound Board”) since 2005, when he co-founded SoundHound.

Mohajer is a technical founder and visionary entrepreneur with over 20 years of experience scaling multiple companies.

Mohajer is a key contributor to SoundHound’s core technologies, with over 90 patents granted or pending.

Mohajer was named a “Top 40 Under 40” business leader by Silicon Valley Business Journal.

Mohajer received his Bachelor of Science degree in Electrical Engineering from the University of Toronto in 2000, his Master of Science from Stanford University in 2002 and his Ph.D.

in Electrical Engineering from Stanford University in 2007.

James Hom has been a member of the Board and Vice President of Products since the consummation of the Business Combination in April 2022.

Hom, one of SoundHound’s co-founders, has served as Vice President of Products and a member of the SoundHound Board since 2006.

As Vice President of Products, Mr.

Hom leads product development and advancement for the Houndify Voice AI platform and multiple business-to-consumer products.

Hom earned his Bachelor of Science Degree in Computer Science from Stanford University in 2005.

Larry Marcus.

Larry Marcus has been a member of the Board since the consummation of the Business Combination in April 2022.

Prior to that, Mr.

Marcus served as a member of the Legacy SoundHound Board since 2009.

He is a Co-founder and Managing Director of Marcy Venture Partners, a San Francisco-based venture capital firm investing in consumer, culture and positive impact businesses since February 2018.

Since June 2000, Mr.

Marcus has also been a Managing Director at Walden Venture Capital.

Previously, Mr.

Marcus was a digital media sell-side equity research analyst at Deutsche Bank Alex Brown from 1995 to 2000.

Marcus currently serves, and in the past has served, on the boards of directors of a number private companies, some of which have gone on to become public companies.

Marcus received his Bachelor of Arts in Political Economy of Industrial Societies in 1987 and his Master of Business Administration in 1993, both from the University of California, Berkeley.

We believe that Mr.

Marcus is well qualified to serve as a member of the Board because, as a member of the Legacy SoundHound Board, he has extensive knowledge of the Company’s business, and also because of this significant venture capital and finance experience.

Diana Sroka has been a member of the Board since the consummation of the Business Combination in April 2022.

Sroka joined HP Inc.

(“HP”) (f/k/a Hewlett-Packard Company) (NYSE:HPQ), a global technology company based in Palo Alto, California, and has held various leadership roles in finance and business functions within HP.

Since November 2020, Ms.

Sroka has served as the Global Head of Consumer Printer Services.

Prior to that, from March 2017 to November 2020, Ms.

Sroka served as HP’s Chief Executive Officer’s Chief of Staff, where she was responsible for regular review and approval of internal Sarbanes-Oxley Act controls related to matters managed by the Executive Leadership Team.

Prior to serving as Chief of Staff, Ms.

Sroka served as an Investor Relations Officer on HP’s Investor Relations team commencing in June 2014.

From November 2015 through March 2017, she served as HP’s Head of Investor Relations.

Prior to her employment at HP, Ms.

Sroka was a Business Planning Analyst for Visteon Corporation and a Product Engineer with Ford Motor Company.

Sroka earned her Bachelor of Science Degree in Mechanical

Engineering from Pennsylvania State University in 1995 and her Master of Business Administration Degree from the University of Michigan in 2000.

We believe that Ms.

Sroka is well qualified to serve as a member of the Board because she has extensive background in accounting, financial management and internal accounting controls.

Ball has been a member of our Board since our IPO in 2021.

Since 2016, Dr.

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Ball has served as the Chairman of the Board of CapConnect+, a start-up company that is focused on linking corporate bond issuers to their institutional buyers, since 2020.

Ball has also served as an advisor to Kyriba, a private treasury management software provider, since 2017.

Ball has also served as a Board member and Audit Chairman of Glu Mobile Inc, a developer and publisher of mobile games, from 2013 until April 2021.

Ball also served as an advisor to Kyriba, a private treasury management software provider from 2017 until November 2022.

Ball also served as a board member and Audit Chairman of Glu Mobile Inc, a developer and publisher of mobile games from 2013 until April 2021.

Ball received his Ph.D.

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Ball is also the co-author of the book “Unlocking the Ivory Tower”.

Cannon has been our Chief Executive Officer & President since September 2020, and our Director from

September 2020 to March 2021.

Since August 2020, Mr.

Cannon has been the Chief Operating Officer and President of

Global SPAC Partners Co, which, on December 22, 2021, announced that it had entered into a business combination agreement with

Gorilla Technology Group Inc., a company that focuses on Edge analytics AI solutions.

Since August 2019, Mr.

been the Chief Operating Officer and President of Ackrell SPAC Partners I Co.

which, on December 23, 2021, announced that it had

entered into a definitive business combination agreement with Blackstone Products, a consumer brand of outdoor cooking products.

Since 2014, Mr.

Cannon has been President of Everest Partners Limited, a privately-owned investment firm focused on Asian

private investments.

From 2017 to 2019, Mr.

Cannon was the Chief Financial Officer of Twelve Seas Investment Company, a blank

check company with $207 million held in trust that consummated its initial business combination with BPGIC Ltd, a petroleum and

gas company located in the United Arab Emirates, in December 2019.

From 2017 to 2019, Mr.

Cannon was the President, Chief

Financial Officer and a director of CM Seven Star, a Nasdaq-listed SPAC, sponsored by a leading Chinese private investment

firm, which consummated its business combination with Kaixin Auto Holdings in April 2019.

From 2014 to 2016, Mr.

was Chief Executive Officer and a director of DT Asia Acquisition Corp, a Nasdaq-listed SPAC, which consummated its business

combination with China Direct Lending Corp.

in July 2016.

From 2010 to 2014, Mr.

Cannon was a Partner and Head of China

for RedBridge Group Ltd., a boutique merchant banking firm focused on Chinese and Arabian Gulf cross-border investments.

2009 to 2014, Mr.

Cannon was a registered representative of, and senior advisor to, Ackrell Capital.

From 2007 to 2010,

Cannon served in various capacities with Hambrecht Asia Acquisition Corp., a Nasdaq-listed SPAC, as a co-founder,

initial Chief Financial Officer and a director, and then Vice President of Acquisitions.

Hambrecht Asia Acquisition Corp.

with SGOCO Ltd, a Chinese company, in April 2010.

From 2005 to 2008, Mr.

Cannon served as a Managing Director of Asian

investment banking for WR Hambrecht+Co.

Prior to WR Hambrecht + Co., Mr.

Cannon worked at ABN AMRO, Donaldson,

Lufkin & Jenrette, Smith Barney Shearson and Salomon Brothers.

Cannon graduated from the University of Notre Dame

with a Bachelor of Arts degree in Economics and a Bachelor of Science degree, majoring in Mechanical Engineering.

Sheehan has been our Chief Operating Officer since March 2021.

Since December 2020, Mr Sheehan has been a Director of Ackrell SPAC Partners I Co.

Since 1995, Mr.

Sheehan has been an attorney licensed in the State of California.

Since 2004, Mr.

Sheehan has been the founder and managing partner of Silicon Valley Wealth Law, a law firm specializing in estate planning, tax planning, business planning, and special needs planning.

Sheehan has designed and drafted over 1,000 estate plans for clients throughout Silicon Valley.

Sheehan has expertise in handling federal and state income tax matters and disputes, in the formation and operation of business entities, and has provided strategic planning and technology enhancement guidance to new business ventures and established companies.

Sheehan has senior management experience with companies in a range of industries, including computer-aided manufacturing, real estate development, health care, mining, and law.

Sheehan has frequently consulted with venture capitalists to review and advise them about investment opportunities.

From 2011 to 2013, Mr.

Sheehan was Chief Executive Officer of North Star Resources, a provider of technology for the extraction and refining of precious and strategic metals.

From 1996 to 2004, Mr.

Sheehan was a partner in the law firm of Davidson, Sheehan & Jewel.

Sheehan filed for personal bankruptcy under Chapter 13, which was completed in May 2014 with no debts being discharged.

Sheehan graduated from St.

Mary’s College of California with a Bachelor of Arts degree in Business Management with honors.

Sheehan received his Juris Doctor from the University of San Francisco School of Law.

Long Long has been our Chief Financial Officer since September 2020.

Since August 2020, Mr.

Long has been the Chief Financial Officer of Global SPAC Partners Co.

Since August 2019, Mr.

Long has been the Chief Financial Officer of Ackrell SPAC Partners I Co.

From 2017 to 2019, Mr.

Long was Vice President of Twelve Seas Sponsors I LLC, sponsor of Twelve Seas Investment Company.

From 2006 to 2016, Mr.

Long worked for IBM in a variety of Corporate Finance, Audit, and Managerial roles, both within the US and internationally.

From 2015 to 2016, Mr.

Long served as Finance Controller for IBM China’s Consulting Business Unit and Sales Channels.

From 2013 to 2014, Mr.

Long served as the Strategy and Planning Manager for IBM China and, from January 2012 to December 2012, as a Senior Finance Analyst for IBM China.

From 2010 to 2011, Mr.

Long served as Internal Auditor for IBM’s Asia Pacific region and, from 2006 to 2009, as a financial analyst for IBM’s worldwide operations.

Long graduated from Washington University in St.

Louis with a Bachelor of Science and Business Administration degree, majoring in Finance and a Bachelor of Science degree, majoring in Electrical Engineering.

Edwards has been one of our independent directors since March 2021.

Since August 2020, Mr.

Edwards has been the Chief Executive Officer and Director of Global SPAC Partners Co.

From 2018 to 2019, Mr.

Edwards was the Chief Operating Officer and Director of Twelve Seas, which consummated its initial business combination with BPGIC, Ltd.

Edwards retired from Latham & Watkins, a global law firm, in 2016, after a 35-year legal career.

From 1981 to 2016, Mr.

Edwards served as both a practicing corporate and securities attorney, as well as in various management roles building the Latham & Watkins’ practices in Europe (from 2000 to 2008), the Middle East (from 2008 to 2012) and then East Asia (from 2012 to 2016).

From 2004 to 2008, Mr.

Edwards served as Chair of the European High Yield Association (EHYA) and helped establish the Gulf Bond & Sukuk Association, the trade association representing the Arabian Gulf fixed income market (GBSA) and, from 2008 to 2012, served on its Steering Committee and as Chair of its Regulatory Committee.

Additionally, from 2012 to 2016, Mr.

Edwards served as Vice-Chair of the Credit Markets Committee of the Asia Securities & Financial Markets Committee (ASIFMA).

Edwards graduated from Brigham Young University with a Bachelor of Arts degree and received his Juris Doctor from the University of Chicago Law School.

Luc Julia has been one of our independent directors since March 2021.

Since May 2021, Dr.

Julia has been the Chief Scientific Officer for Renault Group.

From 2012 to 2021, Dr.

Julia served as the CTO and Senior Vice President of Innovation for Samsung Electronics.

From 2011 to 2012, Dr.

Julia served as a Director of Siri at Apple and was a co-author of Siri’s core patents.

From 2010 to 2011, Dr.

Julia served as the Chief Technologist at Hewlett-Packard.

From 2000 to 2010, Dr.

Julia served as the Co-founder and Vice President of R&D of BravoBrava!, a tech incubator focusing on new interfaces for education, multimodal and multimedia products.

From 2004 to 2010, Dr.

Julia served as the CTO of ORB Networks, a start-up he co-founded that provided digital media streaming solutions for digital home and remote access applications.

From 2001 to 2008, Dr.

Julia served as the CTO of SpeaK ESL, a company he co-founded which leveraged speech recognition and web technologies to help non-native speakers to practice and improve their English.

From 2000 to 2007, Dr.

Julia served as the Vice President of R&D of Soliloquy Learning, a company he co-founded which pioneered the Reading Assistant that combines advanced speech recognition technology with science-based interventions to help children strengthen their reading fluency, vocabulary, and comprehension.

From 1994 to 2000, Dr.

Julia served in several research roles at SRI International, an independent, non-profit research institute, during which time Dr.

Julia co-founded Nuance Communications, now a multi-national software corporation focused on speech recognition and artificial intelligence.

Julia received his Ph.D.

in Computer Science at the Ecole Nationale Supérieure des Télécommunications de Paris.

Julia graduated from the University Pierre et Marie Curie in Paris with a Bachelor of Science degree and a Master of Science degree in Mathematics and Computer Science.

Julia is the recipient of Légion d’Honneur, the highest order of France, and is a member of France’s National Academy of Technologies.

Julia is also the author of the bestselling book “There is no such thing as Artificial Intelligence” and holds dozens of patents.

Pai has been one of our independent directors since March 2021.

Since 2015, Mr.

Pai has been the Vice President of System Applications at Credo, leading the development of high-performance transceiver solutions for service providers, datacenters and enterprise segments.

From 1997 to 2015, Mr.

Pai served in various engineering, sales and marketing roles at Marvell Semiconductor, Inc., including as the General Manager managing the storage business unit that offered system-on-chip (SOC) solutions for disk drive & solid-state drive applications;

Pai worked closely with finance, operational and M&A teams during this time to successfully grow the division into a billion-dollar business.

Prior to 1997, Mr.

Pai served as an engineer at Texas Instruments, designing and developing PRML detectors for read channels.

Pai graduated from the University of California, Irvine with a Bachelor of Science, majoring in Electrical & Computer Engineering with a specialization in Systems & Signal Processing.

Special Advisor and Technical Advisor

Brent Callinicos has been our special advisor since January 2021.

Callinicos is currently an angel investor, active in investing in early-stage technology companies.

From 2017 to 2018, Mr.

Callinicos served as the Chief Operating Officer and Chief Financial Officer of Virgin Hyperloop One.

From 2013 to 2015, Mr.

Callinicos served as the Chief Financial Officer of Uber Technologies Inc.

From 2007 to 2013, Mr.

Callinicos worked at Google Inc., including as Vice President, Treasurer and Chief Accountant.

From 1992 to 2007, Mr.

Callinicos worked at Microsoft Corporation, including as Treasurer, Vice President of Worldwide Licensing and Pricing, and CFO of the Platforms and Services Division.

Callinicos is on the board of directors of several companies including PVH Corp, a fashion & apparel company and Rubicon Technologies, a software company focused on waste and recycling solutions that announced it had entered into a merger agreement with Founder SPAC in December 2021.

Callinicos has a Bachelor of Business Administration and an MBA from UNC Chapel Hill and is a Certified Public Accountant.

We have no formal agreement with our special advisor, and he is not under any fiduciary obligations to us.

Our special advisor does not perform any board or committee functions, nor does he have any voting or decision-making capacity on our behalf.

Additionally, our special advisor has no other employment or compensation arrangements with us.

Maheedhar Gunturu has been our technical advisor since January 2021.

Gunturu is a Silicon Valley executive with extensive experience in Big Data, Artificial Intelligence, Internet-of-Things, Cyber Security, 5G and various software ecosystems.

Gunturu has also played an active role in open-source projects including Hadoop, Hbase, Spark, Kafka, Cassandra, OpenCV and PyTorch.

Since 2018, Mr.

Gunturu has been the Global Head and Senior Director of Partnership Engineering of ScyllaDB, an open-source distributed NoSQL column-oriented data store.

From 2016 to 2018, Mr.

Gunturu served as the Director of Cloud Engineering of SmartThings, a developer of automation software for smart homes and consumer Internet-of-Things.

From 2016 to 2017, Mr.

Gunturu worked as a Cloud Architect of VoltDB, an in-memory transactional database.

From 2014 to 2016, Mr.

Gunturu worked as a Cloud Architect for MapR Technologies, a business software distribution company that provides access to different Big Data workloads.

From 2012 to 2014, Mr.

Gunturu worked as an Architect for Zscaler, a cloud-based information security company.

From 2008 to 2012, Mr.

Gunturu worked as a Senior Software Engineer for Qualcomm as part of the Location technology/GNSS and GPS teams.

Gunturu also serves as the Chief Executive Officer of Ittican, a non-profit organization focused on improving the quality of life for children.

Gunturu has a Masters in Electrical and Computer Engineering from the University of Texas at San Antonio.

We have no formal agreement with our technical advisor, and he is not under any fiduciary obligations to us.

Our technical advisor does not perform any board or committee functions, nor does he have any voting or decision-making capacity on our behalf.

Additionally, our technical advisor has no other employment or compensation arrangements with us.

Prior Experience with Blank Check Companies

Since August 2020, Mr.

Cannon has been the Chief Operating Officer and President of Global SPAC Partners Co.

which, on December 22, 2021, announced that it had entered into a business combination agreement with Gorilla Technology Group Inc., a company that focuses on Edge analytics AI solutions.

Since August 2019, Mr.

Cannon has been the Chief Operating Officer and President of Ackrell SPAC Partners I Co.

which, on December 23, 2021, announced that it had entered into a definitive business combination agreement with Blackstone Products, a consumer brand of outdoor cooking products.

From 2017 to 2019, Mr.

Cannon was the Chief Financial Officer of Twelve Seas Investment Company, a blank check company with $207 million held in trust that consummated its initial business combination with BPGIC Ltd, a petroleum and gas company located in the United Arab Emirates, in December, 2019.

From 2017 to 2019, Mr.

Cannon was the President, Chief Financial Officer and a director of CM Seven Star, a Nasdaq-listed SPAC, sponsored by a leading Chinese private investment firm, which consummated its business combination with Kaixin Auto Holdings in April 2019.

From 2014 to 2016, Mr.

Cannon was Chief Executive Officer and a director of DT Asia Acquisition Corp, a Nasdaq-listed SPAC, which consummated its business combination with China Direct Lending Corp.

in July 2016.

From 2007 to 2010, Mr.

Cannon served in various capacities with Hambrecht Asia Acquisition Corp., a Nasdaq-listed SPAC, as a co-founder, initial Chief Financial Officer and a director, and then Vice President of Acquisitions.

Hambrecht Asia Acquisition Corp.

merged with SGOCO Ltd, a Chinese company, in April 2010.

Since August 2020, Mr.

Long has been the Chief Financial Officer of Global SPAC Partners Co.

Long has been the Chief Financial Officer of Ackrell SPAC Partners I Co.

From 2017 to 2019, Mr.

Long was the Vice President of Twelve Seas Sponsors I LLC, sponsor of Twelve Seas Investment Company.

August 2020, Mr.

Edwards has been the Chief Executive Officer and Director of Global SPAC Partners Co.

We believe that Dr.

Ball is well-qualified to serve as a director of the company given his extensive finance, mergers and acquisition, investing and public company experience in the technology industry.

Majid Emami has been Vice President of Engineering of the Company since the consummation of the Business Combination in April 2022.

Emami is a co-founder of SoundHound and has served as Vice President of Engineering since 2006.

Emami leads SoundHound’s research and development efforts related to speech recognition and machine learning and holds 16 patents related to Voice AI technology.

Emami received a Bachelor of Science in Electrical Engineering in 2000 from the University of Toronto and a Masters and a Ph.D.

in Electrical Engineering, with a focus in wireless communications, in 2007, both from Stanford University.

Timothy Stonehocker.

Timothy Stonehocker has been Chief Technology Officer of the Company since the consummation of the Business Combination in April 2022.

Stonehocker has served as SoundHound’s Chief Technology Officer since 2010.

Stonehocker specializes in audio recognition algorithms, search technologies, and scalable systems, and has applied his experience to positions he has held since joining SoundHound in 2006, including as SoundHound’s Principal Search Architect before assuming his current role as Chief Technology Officer.

Prior to SoundHound, Mr.

Stonehocker worked on core order pipeline systems at Amazon, Inc.

in Seattle and was part of the team of engineers that relocated to Palo Alto in 2004 to form the Amazon, Inc.

subsidiary A9.com.

He earned his Bachelor of Science Degree with distinction in Computer Science in 2003 and his Master of Arts in Music in 2003, both from Stanford University.

Nitesh Sharan.

Nitesh Sharan has been Chief Financial Officer of the Company since the consummation of the Business Combination in April 2022.

Sharan has served as the Chief Financial Officer at SoundHound since September 2021.

In this capacity, Mr.

Sharan oversees SoundHound’s accounting, financial planning, investor relations, treasury and capital planning functions.

Prior to joining SoundHound, between May 2016 and September 2021, Mr.

Sharan held several executive roles at Nike, Inc.

including Treasurer, Head of Investor Relations and Chief Financial Officer of Global Operations.

Prior to Nike Inc., Mr.

Sharan was the Vice President and Assistant Treasurer at Hewlett-Packard Inc., from June 2001 to April 2016, and was a Senior Consultant at Accenture plc from 1996 to 2000.

Sharan received a Bachelor of Science in Management from Case Western Reserve University in 1996 and a Master of Business of Administration from Northwestern University in 2001.

He is a CFA ® charterholder.

Michael Zagorsek.

Michael Zagorsek has been Chief Operating Officer of the Company since the consummation of the Business Combination in April 2022.

Zagorsek has served as SoundHound’s Chief Operating Officer since November 2020, where Mr.

Zagorsek is principally responsible for company operations, oversight of business workflow, company planning, reporting, goal-setting, and strategy.

Prior to assuming that role, Mr.

Zagorsek was SoundHound’s Vice President of Product Marketing, from July 2016 to November 2020, in which capacity he was responsible for SoundHound’s marketing activities, including demand generation, product marketing, content marketing, public relations and design.

Prior to SoundHound, Mr.

Zagorsek was the Head of Product Marketing for Core Products at Square, Inc.

from October 2014 to July 2016 and the Vice President of Product Marketing at Leap Motion Inc., from October 2012 to March 2014.

From 2007 to 2012, Mr.

Edwards was the Chief Operating Officer and Director of Twelve Seas Investment Company.

Board Committees

The board has a standing audit, nominating and compensation committee.

The independent directors oversee director nominations.

Each audit committee (the “Audit Committee”), nominating committee (the “Nominating Committee”) and compensation committee (the “Compensation Committee”) has a charter, which was filed with the SEC as exhibits to the Registration Statement on Form S-1 on March 8, 2021.

Zagorsek was Director of Marketing Communications at Apple Inc., overseeing apple.com, email marketing, Apple Online Store and retail digital marketing communications.

Zagorsek received a Bachelor of Commerce from Carleton University in 1998 and a Masters of Arts in International Business from Bradford University in 1998.

Family Relationships

Kamyar Mohajer, the brother of the Company’s CEO, Keyvan Mohajer, is an employee of SoundHound and serves as the Company’s Vice President of Corporate Strategy and International Expansion.

Board of Directors

Director Independence

Nasdaq listing rules require that a majority of the board of directors of a company listed on Nasdaq be composed of “independent directors,” which is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship, which, in the opinion of the company’s board of directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director.

Our Board has determined that each of Dr.

Marcus and Ms.

Sroka, are independent directors under the Nasdaq listing rules and Rule 10A-3 of the Exchange Act.

In making these determinations, our Board considered the current and prior relationships that each non-employee director has with SoundHound and all other facts and circumstances our Board deemed relevant in determining independence, including the beneficial ownership of our common stock by each non-employee director, and the transactions involving them described in the section entitled “ Certain Relationships and Related Transactions .”

Board of Directors

Our Board has one class of directors, with each director being elected in each year and serving a one-year term.

Role of Board in Risk Oversight Process

We face a number of risks, including those described under the caption “Risk Factors” contained elsewhere in this Annual Report.

Our Board believes that risk management is an important part of establishing, updating and executing on our business strategy.

Our Board has oversight responsibility relating to risks that could affect the corporate strategy, business objectives, compliance, operations, and the financial condition and performance of our company.

Our Board focuses its oversight on the most significant risks facing us and on our processes to identify, prioritize, assess, manage and mitigate those risks.

Our Board receives regular reports from members of our senior management on areas of material risk to us, including strategic, operational, financial, legal and regulatory risks.

While our Board has an oversight role, management is principally tasked with direct responsibility for management and assessment of risks and the implementation of processes and controls to mitigate their effects on us.

Committees of the Board of Directors

The standing committees of our Board consist of an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee.

The composition of each committee is set forth below.

Committee charters are available on our investor relations website at investors.soundhound.com .

Audit Committee

The Audit Committee, which is established in accordance with Section 3(a)(58)(A) of the Exchange Act, engages Company’s independent accountants, reviewing their independence and performance;

reviews the Company’s accounting and financial reporting processes and the integrity of its financial statements;

the audits of the Company’s financial statements and the appointment, compensation, qualifications, independence and performance of the Company’s independent auditors;

the Company’s compliance with legal and regulatory requirements;

and the performance of the Company’s internal audit function and internal control over financial reporting.

The Audit Committee held six formal meetings during 2021.

The members of the Audit Committee are Messrs.

Ball, Edwards and Pai, each of whom is an independent director under Nasdaq’s listing standards.

Ball is the Chairperson of the Audit Committee.

The board has determined that Mr.

Ball qualifies as an “audit committee financial expert,” as defined under the rules and regulations of the SEC.

Nominating Committee

The Nominating Committee is responsible for overseeing the selection of persons to be nominated to serve on our board.

Specifically, the Nominating Committee makes recommendations to the board regarding the size and composition of the board, establishes procedures for the director nomination process and screens and recommends candidates for election to the board.

On an annual basis, the Nominating Committee recommends for approval by the board certain desired qualifications and characteristics for board membership.

Additionally, the Nominating Committee establishes and administers a periodic assessment procedure relating to the performance of the board as a whole and its individual members.

The Nominating Committee will consider a number of qualifications relating to management and leadership experience, background and integrity and professionalism in evaluating a person’s candidacy for membership on the board.

The Nominating Committee may require certain skills or attributes, such as financial or accounting experience, to meet specific board needs that arise from time to time and will also consider the overall experience and makeup of its members to obtain a broad and diverse mix of board members.

The Nominating Committee does not distinguish among nominees recommended by shareholders and other persons.

The Nominating Committee held no meetings in 2021.

The members of the Nominating Committee are Messrs.

Ball, Edwards and Pai, each of whom is an independent director under NASDAQ’s listing standards.

Our Audit Committee has been established in accordance with Section 3(a)(58)(A) of the Exchange Act and consists of Dr.

Marcus and Ms.

Sroka, each of whom is an independent director and is “financially literate” as defined under the Nasdaq listing standards.

Ball serves as chair of the Audit Committee.

Our Board has determined that Dr.

Ball, qualifies as an “audit committee financial expert,” as defined under rules and regulations of the SEC.

The audit committee’s duties are specified in our Audit Committee Charter.

Compensation Committee

The Compensation Committee reviews annually the Company’s corporate goals and objectives relevant to the officers’ compensation, evaluates the officers’ performance in light of such goals and objectives, determines and approves the officers’ compensation level based on this evaluation;

makes recommendations to the board regarding approval, disapproval, modification, or termination of existing or proposed employee benefit plans, makes recommendations to the board with respect to non-CEO and non-CFO compensation and administers the Company’s incentive-compensation plans and equity-based plans.

The Compensation Committee has the authority to delegate any of its responsibilities to subcommittees as it may deem appropriate in its sole discretion.

The chief executive officer of the Company may not be present during voting or deliberations of the Compensation Committee with respect to his compensation.

The Company’s executive officers do not play a role in suggesting their own salaries.

Neither the Company nor the Compensation Committee has engaged any compensation consultant who has a role in determining or recommending the amount or form of executive or director compensation.

The Compensation Committee did not meet during 2021.

The members of the Compensation Committee are Messrs.

Ball and Pai, each of whom is an independent director under Nasdaq’s listing standards.

Conflicts of Interest

In general, officers and directors of a corporation incorporated under the laws of the State of Delaware are required to present business opportunities to a corporation if:

the corporation could financially undertake the opportunity;

the opportunity is within the corporation’s line of business;

it would not be fair to the corporation and its stockholders for the opportunity not to be brought to the attention of the corporation.

Our amended and restated certificate of incorporation provides that:

we renounce any interest or expectancy in, or being offered an opportunity to participate in, any business opportunities that are presented to us or our officers, directors or stockholders or affiliates thereof, including but not limited to, our sponsor and its affiliates, except as may be prescribed by any written agreement with us;

our officers and directors will not be liable to our company or our stockholders for monetary damages for breach of any fiduciary duty by reason of any of our activities or any of our sponsor or its affiliates to the fullest extent permitted by Delaware law.

Our officers and directors are, and may in the future become, affiliated with other companies.

In order to minimize potential conflicts of interest which may arise from such other corporate affiliations, each of our officers and directors has contractually agreed, pursuant to a written agreement with us, until the earliest of our execution of a definitive agreement for a business combination, our liquidation or such time as he ceases to be an officer or director, to present to our company for our consideration, prior to presentation to any other entity, any suitable business opportunity which may reasonably be required to be presented to us, subject to any pre-existing fiduciary or contractual obligations he might have.

The following table summarizes the relevant pre-existing fiduciary or contractual obligations of our officers and directors besides our sponsor:

Name of Individual (1)

Role in and Name of Affiliated Entity

General Partner of Impact Venture Capital (2)

Chief Operating Officer and President of Ackrell

SPAC Partners I Co.

Chief Operating Officer and President of

Global SPAC Partners Co.

President of Everest Partners Limited

Managing Partner of Silicon Valley Wealth Law

Director of Ackrell SPAC Partners I Co.

Chief Financial Officer of Ackrell SPAC Partners

Chief Financial Officer of Global SPAC Partners

Chief Scientific Officer for Renault Group

Bryant Edwards

Chief Executive Officer and Director of Global SPAC Partners Co.

Each of the entities listed in this table may have competitive interests with our company with respect to the performance by each individual listed in this table of his or her obligations.

Each individual listed, has a prior fiduciary duty with respect to each of the listed entities, including possibly the presentation by each such individual of business opportunities.

Ball is a co-founder and General Partner of Impact Venture Capital, a venture capital investment fund, and is a member of the boards of directors of various private companies.

We do not anticipate that such companies will be of an appropriate size for our initial business combination, nor do we believe that his role as a director of these companies will conflict with his ability to represent us in our search for an initial business combination target.

In addition, our amended and restated certificate of incorporation provides that our company renounce its interest in a potential business combination offered to any director or officer, unless such opportunity is expressly offered to our director or officer solely in his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue.

Following the completion of this offering and until we consummate our initial business combination, we intend to engage in the business of identifying and combining with one or more businesses.

Our officers and directors may during that time become affiliated with entities that are engaged in a similar business, including another blank check company that may have acquisition objectives that are similar to ours.

In particular, Messrs.

Cannon, Long and Edwards currently serve as Chief Operating Officer and President, Chief Financial Officer, and Chief Executive Officer and Director, respectively, of Global SPAC Partners Co, a proposed blank check company which filed a registration statement with the SEC on October 13, 2020 for a $200 million IPO, and intends to focus on potential business combinations in geographic regions from the Middle East North Africa through SouthEast Asia.

Investors should also be aware of the following additional potential conflicts of interest:

None of our officers and directors is required to commit their full time to our affairs and, accordingly, they may have conflicts of interest in allocating their time among various business activities.

Unless we consummate our initial business combination, our officers, directors and sponsor will not receive reimbursement or repayment for any out-of-pocket expenses incurred by them, or loans made to us, to the extent that such expenses exceed the amount of available proceeds not deposited in the trust account or interest earned on the trust account funds that are available to us.

The founder shares beneficially owned by our initial stockholders will be released from escrow only if a business combination is successfully completed, and the private units purchased by it, and any warrants which our officers or directors may purchase in the aftermarket will expire worthless if a business combination is not consummated.

Additionally, our officers and directors and affiliates will not receive liquidation distributions from the trust account with respect to any of the founder shares or private subunits or shares.

Furthermore, our sponsor has agreed that the private units will not be sold or transferred by it until after we have completed a business combination.

For the foregoing reasons, our board may have a conflict of interest in determining whether a particular target business is appropriate to effect a business combination with.

To further minimize conflicts of interest, we have agreed not to consummate an initial business combination with an entity that is affiliated with any of our officers, directors, sponsor or initial stockholders unless we have obtained an opinion from an independent investment banking firm, or another independent entity that commonly renders valuation opinions, and the approval of a majority of our disinterested independent directors that the business combination is fair to our unaffiliated stockholders from a financial point of view.

Our officers and directors will also receive reimbursement for any out-of-pocket expenses incurred by them in connection with activities on our behalf, such as identifying potential target businesses, performing business due diligence on suitable target businesses and business combinations as well as traveling to and from the offices, plants or similar locations of prospective target businesses to examine their operations.

There is no limit on the amount of out-of-pocket expenses reimbursable by us provided, however, that to the extent such expenses exceed the available proceeds not deposited in the trust account, such expenses would not be reimbursed by us unless we consummate an initial business combination.

Our audit committee will review and approve all reimbursements made to our sponsor, officers, directors or their respective affiliates, with any interested director abstaining from such review and approval.

Code of Ethics

We adopted a code of conduct and ethics applicable to our directors, officers and employees in accordance with applicable federal securities laws.

The code of ethics codifies the business and ethical principles that govern all aspects of our business.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires

our executive officers, directors and persons who beneficially own more than 10% of a registered class of our equity securities to file

with the SEC initial reports of ownership and reports of changes in ownership of our shares of common stock and other equity securities.

These executive officers, directors, and greater than 10% beneficial owners are required by SEC regulation to furnish us with copies of

all Section 16(a) forms filed by such reporting persons.

Based solely on our review of such forms furnished to us and written representations from certain reporting persons, we believe that all filing requirements applicable to our executive officers, directors and greater than 10% beneficial owners were filed in a timely manner.

Our Compensation Committee consists of Mr.

Marcus and Dr.

Ball, each of whom is an independent director under Nasdaq’s listing standards, and Mr.

Marcus serves as chair of the Compensation Committee.

The functions of the Compensation Committee are set forth in a Compensation Committee Charter.

Nominating and Corporate Governance Committee

Our Nominating and Corporate Governance Committee consists of Mr.

Marcus, and Dr.

Ball, each of whom is an independent director under Nasdaq’s listing standards.

Marcus serves as the chair of the Nominating and Corporate Governance Committee.

The Nominating and Corporate Governance Committee is responsible for overseeing the selection of persons to be nominated to serve on the Board.

The Nominating and Corporate Governance Committee considers persons identified by its members, management, shareholders, investment bankers and others.

The guidelines for selecting nominees, including nominees who will permit the Continuing Company to comply with applicable Nasdaq diversity standards, will be specified in the Nominating and Corporate Governance Committee Charter.

Code of Business Conduct and Ethics

We have adopted a new Code of Ethics for our directors, officers, employees and certain affiliates in accordance with applicable federal securities laws, a copy of which is available on our website at www.soundhound.com .

A printed copy of the Code of Ethics available to any stockholder who so requests.

Requests for a printed copy may be directed to:

5400 Betsy Ross Drive, Santa Clara, CA 95054 Attention:

Keyvan Mohajer.

If we amend or grant a waiver of one or more of the provisions of our Code of Business Conduct and Ethics, we intend to satisfy the requirements under Item 5.05 of Form 8-K regarding the disclosure of amendments to or waivers from provisions of our Code of Business Conduct and Ethics that apply to our principal executive officer, principal financial officer and principal accounting officer by posting the required information on our website at www.soundhound.com .

The information on this website is not part of this Annual Report.

Officer and Director Compensation

Our Board adopted a nonemployee director compensation program (the “Director Compensation Policy”).

The Director Compensation Policy is designed to align compensation with our business objectives and the creation of stockholder value, while enabling us to attract, retain, incentivize and reward non-employee directors who contribute to our long-term success.

The Director Compensation Policy provides for an annual cash retainer for all non-employee directors, in addition to equity grants determined by the compensation committee and reimbursement for reasonable expenses incurred in connection with attending Board and committee meetings.

Our Board expects to review non-employee director compensation periodically to ensure that non-employee director compensation remains competitive such that we are able to recruit and retain qualified directors.

Our policies with respect to the compensation of its executive officers are administered by our Board in consultation with its compensation committee.

We may also rely on data and analyses from third parties, such as compensation consultants, in connection with its compensation programs.

We intend to design and implement programs to provide for compensation that is sufficient to attract, motivate and retain executives and potentially other individuals and to establish an appropriate relationship between executive compensation and the creation of stockholder value.

Executive Compensation

Employment Agreements

We have not entered into any employment agreements with our executive officers and have not made any agreements to provide benefits upon termination of employment.

Executive Officers and Director Compensation

No executive officer has received any cash compensation for services rendered to us.

We currently pay an affiliate of our Chief Executive Officer an aggregate fee of $10,000 per month for providing us with office space and certain office and secretarial services.

However, this arrangement is solely for our benefit and is not intended to provide our Chief Executive Officer compensation in lieu of a salary.

On March 16, 2021, we entered into a consulting

agreement with Dr.

Julia, one of our directors, pursuant to which Dr.

Julia agreed to introduce to us one or more potential candidates

for us 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.

On November 15, 2021, we entered into a Merger Agreement with SoundHound Inc., which Dr.

had introduced to us.

Pursuant to the consulting agreement, upon the closing, Dr.

Julia will be entitled to a finder’s fee of $2.66

After our initial business combination, members of our management team who remain with us may be paid consulting, management or other fees from the combined company with any and all amounts being fully disclosed to stockholders, to the extent then known, in the proxy solicitation materials furnished to our stockholders.

However, the amount of such compensation may not be known at the time of the stockholder meeting held to consider our initial business combination, as it will be up to the directors of the post-combination business to determine executive and director compensation.

In this event, such compensation will be publicly disclosed at the time of its determination in a Current Report on Form 8-K or a periodic report, as required by the SEC.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The following table sets forth as of March 9, 2022 the number of shares

of common stock beneficially owned by (i) each person who is known by us to be the beneficial owner of more than five percent of

our issued and outstanding shares of common stock (ii) each of our officers and directors;

and (iii) all of our officers and

directors as a group.

As of March 9, 2022, we had 17,461,000 shares of Common Stock issued and outstanding.

Unless otherwise indicated, we believe that all

persons named in the table have sole voting and investment power with respect to all shares of common stock beneficially owned by

The following table does not reflect record of beneficial ownership of the warrants included in the units offered in the IPO or

the private warrants issued as these are not exercisable within 60 days of the date hereof.

Name and Address of Beneficial Owner (1)

Number of Shares

Cannon (1)(2)

Long Long (1)

Luc Julia (1)

Archimedes Tech SPAC Sponsors LLC (2)

All directors and executive officers prior to the Business Combination as a group (7 individuals)

Less than 1%.

The business address of each of the individuals is 2093 Philadelphia Pike #1968, Claymont, DE 19703.

Includes securities held by Archimedes Tech SPAC Sponsors LLC, the Sponsor, of which Stephen N.

Cannon is sole managing member.

Cannon disclaims beneficial ownership of the reported shares other than to the extent of his ultimate pecuniary interest therein.

The business address of each of Archimedes Tech SPAC Sponsors LLC is 2093 Philadelphia Pike #1968, Claymont, DE 19703.

All of the founder shares issued pursuant to our IPO are placed in escrow with Continental Stock Transfer & Trust Company, as escrow agent, until (1) with respect to 50% of the founder shares, the earlier of one year after the date of the consummation of our initial business combination and the date on which the closing price of our 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 our initial business combination and (2) with respect to the remaining 50% of the founder shares, one year after the date of our consummation of the initial business combination, or earlier, in either case, if, subsequent to the initial business combination, we consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the shareholders having the right to exchange their shares of common stock for cash, securities or other property.

During the escrow period, the holders of these shares will not be able to sell or transfer their securities except for transfers, assignments or sales (i) among our initial stockholders or to our initial stockholders’ members, officers, directors, consultants or their affiliates, (ii) to a holder’s stockholders or members upon its liquidation, (iii) by bona fide gift to a member of the holder’s immediate family or to a trust, the beneficiary of which is the holder or a member of the holder’s immediate family, for estate planning purposes, (iv) by virtue of the laws of descent and distribution upon death, (v) pursuant to a qualified domestic relations order, (vi) to us for no value for cancellation in connection with the consummation of our initial business combination, or (vii) in connection with the consummation of a business combination at prices no greater than the price at which the shares were originally purchased, in each case (except for clause (vi) or with our prior consent) where the transferee agrees to the terms of the escrow agreement and to be bound by these transfer restrictions, but will retain all other rights as our stockholders, including, without limitation, the right to vote their shares of common stock and the right to receive cash dividends, if declared.

If dividends are declared and payable in shares of common stock, such dividends will also be placed in escrow.

If we are unable to effect a business combination and liquidate, there will be no liquidation distribution with respect to the founder shares.

Our insiders, officers and directors may, but are not obligated to, loan us funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion.

Each loan would be evidenced by a promissory note.

The notes would either be paid upon consummation of our initial business combination, without interest, or, at the lender’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 one share of our common stock and one warrant, which 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, we may use a portion of the working capital held outside the trust account to repay such loaned amounts, but no other proceeds from our trust account would be used for such repayment.

Certain Relationships and Related Transactions, and Director Independence.

On March 15, 2021, the Company consummated its initial public offering (the “IPO”) of 12,000,000 units (the “Units”).

Each Unit consists of i) one subunit, which consists of one share of common stock of the Company (“Common Stock”) and one-quarter of one redeemable warrant of the Company (“Warrant”) and ii) one-quarter of one Warrant, with each whole Warrant entitling the holder thereof to purchase one share of Common Stock, par value $0.0001 per share, for $11.50 per share.

The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $120,000,000.

The Company paid the underwriters, in aggregate, a fixed underwriting discount of $2,400,000.

On March 15, 2021, simultaneously with the consummation of the IPO, the Company completed the private sale (the “Private Placement”) of an aggregate of 390,000 Units (the “Private Units”) to Archimedes Tech SPAC Sponsors LLC (“Sponsor”) and EarlyBirdCapital, Inc (“EarlyBirdCapital”) at a purchase price of $10.00 per Private Unit, generating gross proceeds to the Company of $3,900,000.

EarlyBirdCapital overfunded the purchase of its Private Units by $500,000, resulting in total gross proceeds to the Company of $4,400,000.

As of March 15, 2021, a total of $120,500,000 of the proceeds from the IPO and Private Placement (including the $500,000 of over-funding by EarlyBirdCapital) was held in a U.S.-based trust account at J.P.

Morgan, maintained by Continental Stock Transfer & Trust Company, acting as trustee (“JPMorgan Trust”).

Of the $120,500,000, $120,000,000 was placed in a U.S.-based trust account at Morgan Stanley, maintained by Continental Stock Transfer& Trust Company, acting as trustee (“Morgan Stanley Trust”) on March 16, 2021 and $500,000 remained at JPMorgan Trust and was repaid to EarlyBirdCapital on March 16, 2021.

The Company granted the underwriters a 45-day option from the date of the IPO to purchase up to an additional 1,800,000 Public Units to cover over-allotments.

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

The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $13,000,000.

The Company paid the underwriters, in aggregate, a fixed underwriting discount of $260,000.

Simultaneously with the exercise of the over-allotment option, the Company completed the Private Placement of an aggregate of 26,000 Private Units to the Sponsor and EarlyBirdCapital, at a purchase price of $10.00 per Private Unit, generating gross proceeds to the Company of $260,000.

The Private Units (and underlying private subunits, private shares and private warrants) are identical to the Units (and underlying subunits, shares and warrants):

(i) will not be redeemable by us and (ii) may be exercised for cash or on a cashless basis in each case 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 us and exercisable by the holders on the same basis as the warrants included in the units being sold in this offering.

Furthermore, our initial stockholders have agreed (A) to vote the private shares contained in the 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 subunits to us 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 our trust account upon winding up if a business combination is not consummated.

In the event of a liquidation prior to our initial business combination, the private units will likely be worthless.

In order to meet our working capital needs, our sponsor, initial stockholders, officers, directors and their affiliates may, but are not obligated to, loan us funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion.

Each loan would be evidenced by a promissory note.

The notes would either be paid upon consummation of our 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 one share of our common stock and one warrant, which 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, we may use a portion of the working capital held outside the trust account to repay such loaned amounts but no other proceeds from our trust account would be used for such repayment.

The holders of our founder shares issued and outstanding on the date of this annual report, as well as the holders of the private units (and underlying securities) and any units (and underlying securities) our sponsor, initial stockholders, officers, directors or their affiliates may be issued in payment of working capital loans made to us, will be entitled to registration rights pursuant to an agreement to be signed prior to or on the effective date of this offering.

The holders of a majority of these securities are entitled to make up to two demands that we 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.

The holders of a majority of the private units and units issued in payment of working capital loans made to us (or underlying securities) can elect to exercise these registration rights at any time after we consummate a business combination.

In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to our consummation of a business combination.

We will bear the expenses incurred in connection with the filing of any such registration statements.

Notwithstanding the foregoing, in compliance with FINRA Rule 5110(f)(2)(G), the EarlyBirdCapital registration rights are limited to demand and “piggy back” rights for periods of five and seven years, respectively, from March 10, 2021 and EarlyBirdCapital may only exercise its demand rights on one occasion.

On January 4, 2021, we executed a promissory note with the sponsor

in which the sponsor has agreed to loan us an aggregate of up to $300,000 to pay certain pre-offering expenses.

The loan is non-interest bearing, unsecured and due on the earlier of March 31, 2021, the consummation of this offering or the

abandonment of this offering.

On February 1, 2021, the sponsor funded to us $100,000 pursuant to the promissory note.

On February 10,

2021, the sponsor funded to us an additional $25,000 pursuant to the promissory note, for an aggregate amount of $125,000.

The full amount

of $125,000 was re-paid on March 15, 2021.

SPAC Partners LLC, an affiliate of our Chief Executive Officer, Stephen N.

Cannon, had agreed, through the earlier of our consummation of our initial business combination or our liquidation, to make available to us certain general and administrative services, including office space, utilities and administrative support, as we may require from time to time.

We currently pay such entity $10,000 per month for these services .

We believe, based on rents and fees for similar services in other comparable areas, that the fee charged by such entity is at least as favorable as we could have obtained from an unaffiliated person.

We may also pay consulting, success or finder fees to our sponsor, officers, directors, initial stockholders or their affiliates in connection with the consummation of our initial business combination.

We may pay such fees in the event such parties bring specific target company, industry or market expertise, as well as insights or relationships that we believe are necessary in order to locate, assess, negotiate and consummate an initial business combination.

The amount of any fee we pay to such parties will be based upon the prevailing market for similar services for such transactions at such time, and will be subject to the review of our audit committee pursuant to the audit committee’s policies and procedures relating to transactions that may present conflicts of interest.

Our officers and directors will receive reimbursement for any out-of-pocket expenses incurred by them in connection with activities on our behalf, such as identifying potential target businesses, performing business due diligence on suitable target businesses and business combinations as well as traveling to and from the offices, plants or similar locations of prospective target businesses to examine their operations.

Our audit committee will review and approve all reimbursements and payments made to our sponsor, officers, directors or their respective affiliates, with any interested director abstaining from such review and approval.

It is unlikely the amount of such compensation will be known at the time of a stockholder meeting held to consider an initial business combination, as it will be up to the directors of the post-combination business to determine executive and director compensation.

In this event, such compensation will be publicly disclosed at the time of its determination in a Current Report on Form 8-K, as required by the SEC.

All ongoing and future transactions between us and any of our officers and directors or their respective affiliates will be on terms believed by us to be no less favorable to us than are available from unaffiliated third parties.

Such transactions will require prior approval by a majority of our uninterested “independent” directors or the members of our board who do not have an interest in the transaction, in either case who had access, at our expense, to our attorneys or independent legal counsel.

We will not enter into any such transaction unless our disinterested “independent” directors determine that the terms of such transaction are no less favorable to us than those that would be available to us with respect to such a transaction from unaffiliated third parties.

Related Party Policy

Our Code of Ethics requires us to avoid, wherever possible, all related party transactions that could result in actual or potential conflicts of interests, except under guidelines approved by the board of directors (or the audit committee).

Related-party transactions are defined as transactions in which (1) the aggregate amount involved will or may be expected to exceed $120,000 in any calendar year, (2) we or any of our subsidiaries is a participant, and (3) any (a) executive officer, director or nominee for election as a director, (b) greater than 5% beneficial owner of our shares of common stock, or (c) immediate family member, of the persons referred to in clauses (a) and (b), has or will have a direct or indirect material interest (other than solely as a result of being a director or a less than 10% beneficial owner of another entity).

A conflict of interest situation can arise when a person takes actions or has interests that may make it difficult to perform his or her work objectively and effectively.

Conflicts of interest may also arise if a person, or a member of his or her family, receives improper personal benefits as a result of his or her position.

Our audit committee, pursuant to its written charter, will be responsible for reviewing and approving related-party transactions to the extent we enter into such transactions.

The audit committee will consider all relevant factors when determining whether to approve a related party transaction, including whether the related party transaction is on terms no less favorable to us than terms generally available from an unaffiliated third-party under the same or similar circumstances and the extent of the related party’s interest in the transaction.

No director may participate in the approval of any transaction in which he is a related party, but that director is required to provide the audit committee with all material information concerning the transaction.

We also require each of our directors and executive officers to complete a directors’ and officers’ questionnaire that elicits information about related party transactions.

These procedures are intended to determine whether any such related party transaction impairs the independence of a director or presents a conflict of interest on the part of a director, employee or officer.

To further minimize conflicts of interest, we have agreed not to consummate an initial business combination with an entity that is affiliated with any of our sponsor, officers or directors unless we have obtained an opinion from an independent investment banking firm, or another independent entity that commonly renders valuation opinions, and the approval of a majority of our disinterested independent directors that the business combination is fair to our unaffiliated stockholders from a financial point of view.

Director Independence

Nasdaq listing standards require that a majority of our board of directors be independent.

For a description of the director independence, see above Part III, Item 10 – Directors, Executive Officers and Corporate Governance.

Principal Accountant Fees and Services.

Marcum LLP (“Marcum”) was previously the independent registered public accounting firm for Archimedes Tech SPAC Partners Co.

(the “Company”).

On August 4, 2021, Marcum was dismissed as the Company’s independent registered public accounting firm.

The decision to dismiss Marcum was approved by the Audit Committee of the Company.

During the period from September 15, 2020 (inception) through December 31, 2020, and the subsequent interim period through March 31, 2021, there were no:

(1) disagreements with Marcum on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to their satisfaction, would have caused them to make reference in connection with their opinion to the subject matter of the disagreement, or (2) reportable events under Item 304(a)(1)(v) of Regulation S-K.

On August 10, 2021, the Company engaged UHY LLP (“UHY”) as its new independent registered public accounting firm for the year ending December 31, 2021.

The decision to engage UHY was approved by the Audit Committee of the Company.

During the period from September 15, 2020 (inception) through December 31, 2020, and the subsequent interim period prior to the engagement of UHY, the Company did not consult with UHY regarding any of the matters or events set forth in Item 304(a)(2)(i) and (ii) of Regulation S-K.

The firm of UHY LLP, or UHY, currently acts as

our independent registered public accounting firm.

The following is a summary of fees due to Marcum and UHY for services rendered.

During the period from September

15, 2020 (inception) through August 10, 2021, fees for our independent registered public accounting firm were approximately $78,580 for

the services Marcum performed in connection with our IPO and our quarterly reviews.

During the period from August 10, 2021 through December

31, 2021, fees for our independent registered public accounting firm were approximately $121,775 for the services UHY performed in connection

with our annual audit and our quarterly reviews.

Non-Audit Related Fees.

period from September 15, 2020 (inception) through December 31, 2021, our independent registered public accounting firms did not render

non-audit related services.

During the period from September 15, 2020 (inception) through December 31, 2021, our independent registered public accounting firms did not render services to us for tax compliance, tax advice and tax planning.

All Other Fees .

During the period from September 15, 2020 (inception) through December 31, 2021, there were no fees billed for products and services provided by our independent registered public accounting firm other than those set forth above.

Pre-Approval Policy

Our Audit Committee was formed upon the consummation of our IPO.

As a result, the Audit Committee did not pre-approve any of the foregoing services that occurred prior to the IPO, although any services rendered prior to the formation of our Audit Committee were approved by our board of directors.

Since the formation of our Audit Committee, and on a going-forward basis, the Audit Committee has and will pre-approve all auditing services and permitted non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the Audit Committee prior to the completion of the audit).

Exhibits, Financial Statement Schedules

The following documents are filed as part of this Form 10-K:

Financial Statements:

Report of Independent Registered Public Accounting Firm

Balance Sheets

Statements of Operations

Statements of Changes in Stockholder’s Equity

Statements of Cash Flows

Notes to Financial Statements

Financial Statement Schedules:

hereby file as part of this Report the exhibits listed in the attached Exhibit Index.

Copies of exhibits incorporated by reference

can be obtained from the SEC website at www.sec.gov .

Underwriting Agreement, dated March 10, 2021, by and between the Company and EarlyBirdCapital, Inc.

Merger Agreement dated as of November 15, 2021, by and among Archimedes Tech SPAC Partners Co., ATSPC Merger Sub, Inc.

and SoundHound, Inc.

Certificate of Incorporation (2)

Amended and Restated Certificate of Incorporation (1)

Specimen Unit Certificate (2)

Specimen Common Stock Certificate (2)

Specimen Warrant Certificate (2)

Specimen Subunit Certificate (2)

Warrant Agreement, dated March 10, 2021, by and between the Company and Continental Stock Transfer & Trust Company (1)

Description of Securities

Letter Agreement, dated March 10, 2021, by and between the Company’s sponsor, initial stockholders, officers and directors (1)

Investment Management Trust Agreement, dated March 10, 2021, by and between Continental Stock Transfer & Trust Company and the Company.

Escrow Agreement, dated March 10, 2021, by and among the Company, Continental Stock Transfer & Trust Company and each of the initial shareholders of the Company (1)

Registration Rights Agreement, dated March 10, 2021, by and among the Company, the Company’s sponsor, EarlyBirdCapital, Inc., and the initial shareholders of the Company (1)

Indemnity Agreements, dated March 10, 2021, by and among the Company and the directors and officers of the Company (1)

Subscription Agreement, dated March 10, 2021, by and between the Company and Archimedes Tech SPAC Sponsors LLC (1)

Subscription Agreement, dated March 10, 2021, by and between the Company and EarlyBirdCapital, Inc (1)

Administrative Services Agreement, dated March 10, 2021, between the Company and SPAC Partners LLC (1)

Form of SoundHound AI, Inc.

2022 Incentive Award Plan (4)

Form of SoundHound AI, Inc.

2022 Employee Stock Purchase Plan (4)

Form of Parent Support Agreement dated as of November 15, 2021 by and among Archimedes Tech SPAC Partners Co, SoundHound, Inc.

and certain stockholders of Archimedes Tech SPAC Partners Co.

Form of Company Support Agreement dated as of November 15, 2021 by and among Archimedes Tech SPAC Partners Co., SoundHound, Inc.

and certain stockholders of SoundHound, Inc.

Form of Subscription Agreement (3)

Form of Lock-Up Agreement (3)

Form of Amended and Restated Registration Rights Agreement (3)

Code of Ethics (2)

List of Subsidiaries

Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to § 302 of the Sarbanes-Oxley Act of 2002

Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to § 302 of the Sarbanes-Oxley Act of 2002

Certification of Chief Executive Officer pursuant to 18 U.S.C 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002

Certification of Chief Financial Officer pursuant to 18 U.S.C 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002

Form of Audit Committee Charter (2)

Form of Nominating Committee Charter (2)

Form of Compensation Committee Charter (2)

Inline XBRL Instance Document.

Inline XBRL Taxonomy Extension Schema Document.

Inline XBRL Taxonomy Extension Calculation Linkbase Document.

Inline XBRL Taxonomy Extension Definition Linkbase Document.

Inline XBRL Taxonomy Extension Label Linkbase Document.

Inline XBRL Taxonomy Extension Presentation Linkbase Document.

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

Filed herewith.

Previously filed as an exhibit to our Current Report on Form 8-K filed on March 16, 2021 and incorporated by reference herein.

Previously filed as an exhibit to our Registration Statement on Form S-1/A filed on March 8, 2021 and incorporated by reference herein.

Previously filed as an exhibit to our Registration Statement on Form 8-K filed on November 16, 2021 and incorporated by reference herein.

Previously filed as an exhibit to our Registration Statement on Form S-4 filed on January 11, 2022 and incorporated by reference herein.

FORM 10-K SUMMARY

Not Applicable.

Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Archimedes Tech SPAC Partners Co.

March 9, 2022

/s/ Stephen N.

Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Pursuant to the requirements of the Securities Act of 1933, this report has been signed below by the following persons in the capacities and on the dates indicated.

Executive Officer & President

March 9, 2022

Executive Officer)

Financial Officer

March 9, 2022

Accounting and Financial Officer)

March 9, 2022

Daniel Sheehan

Operating Officer

March 9, 2022

ARCHIMEDES TECH SPAC PARTNERS CO.

REPORT OF INDEPDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors

and Shareholders of

Archimedes Tech SPAC Partners Co.

Opinion on the Financial Statements

We have audited the accompanying balance sheet

of Archimedes Tech SPAC Partners Co.

(the “Company”) as of December 31, 2021 and 2020, and the related statement of operations,

changes in shareholders’ equity, and cash flow for the year ended December 31, 2021 and the period from September 15, 2020 (Inception)

through December 31, 2020, and the related notes (collectively referred to as the financial statements).

In our opinion, the financial

statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results

of its operations and its cash flows for the year ended December 31, 2021 and the period from September 15, 2020 (Inception) through December

31, 2020, in conformity with accounting principles generally accepted in the United States of America.

Substantial Doubt about the Company’s

Ability to Continue as a Going Concern

The accompanying financial statements have been

prepared assuming that the Company will continue as a going concern.

As discussed in Note 1, as of December 31, 2021, the Company had

$235,295 of cash available for its working capital needs.

The Company expects to incur significant costs in pursuit of its financing and

acquisition plans.

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

plans to address this uncertainty through a Proposed Business Combination as discussed in Note 1.

There is no assurance that the Company’s

plans to consummate a business combination will be successful within the combination period.

The financial statements do not include any

adjustments that might result from the outcome of this uncertainty.

Our opinion is not modified with respect to that matter.

Basis for Opinion

These financial statements are the responsibility

of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required

to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations

of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the

standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial

statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged

to perform, an audit of its internal control over financial reporting.

As part of our audits, we are required to obtain an understanding

of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s

internal control over financial reporting.

Accordingly, we express no such opinion.

Our audit included performing procedures to assess

the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond

to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating

the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

We have served as the Company’s auditor since 2021.

New York, New York

March 9, 2022

ARCHIMEDES TECH SPAC PARTNERS CO.

BALANCE SHEETS

Current assets

Cash and cash equivalent

Prepaid expenses

Total current assets

Marketable securities held in Trust Account

Liabilities and Stockholders’ Deficit

Current liabilities

Accrued expenses

Due to related party

Total current liabilities

Warrant liability

Total liabilities

Commitments and Contingencies

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

Stockholders’ Deficit:

Preferred stock, $ 0.0001 par value;

1,000,000 shares authorized;

none issued and outstanding

Common stock, $ 0.0001 par value;

100,000,000 shares and 31,000,000 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 December 31, 2021 and 2020, respectively

Additional paid-in-capital

Accumulated deficit

Total Stockholders’ Deficit

Total Liabilities and Stockholders’ Deficit

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

ARCHIMEDES TECH SPAC PARTNERS CO.

STATEMENTS OF OPERATIONS

September 15, 2020 (Inception) through

Formation and operating costs

Loss from operations

Trust interest income

Unrealized gain on change in fair value of warrants

Total other income

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

Basic and diluted net income per share attributable to common stock subject to redemption

Basic and diluted weighted average shares outstanding, common stock

Basic and diluted net loss per share attributable to common stockholders

The accompanying notes are an integral part of

these financial statements.

ARCHIMEDES TECH SPAC PARTNERS CO.

STATEMENTS OF CHANGES IN STOCKHOLDERS’ Deficit

Stockholders’

Balance as of September 15, 2020 (inception)

Balance as of December 31, 2020

Sale of 12,000,000 Units through IPO

Sale of 1,300,000 Units through over-allotment

Sale of 416,000 Private Units in private placement

Issuance of representative shares

Common stock issued to initial stockholders

Forfeiture of founder shares

Underwriting fee

( 2,660,000 )

Offering costs charged to the stockholders’ equity

( 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 )

( 124,412,583 )

( 124,413,913 )

Accretion of common stock to redemption value

( 13,366,023 )

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

Balance as of December 31, 2021

$ ( 982,600 )

$ ( 163,837 )

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

ARCHIMEDES TECH SPAC PARTNERS CO.

STATEMENTS OF CASH FLOWS

September 15, 2020 (Inception) through

Cash flows from Operating Activities:

$ ( 981,884 )

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

Unrealized gain on change in fair value of warrants

Interest earned on marketable securities held in Trust Account

Changes in current assets and current liabilities:

Prepaid expenses

Accrued expenses

Due to related party

Net cash used in operating activities

Cash Flows from Investing Activities:

Investment held in Trust Account

( 133,000,000 )

Net cash used in investing activities

( 133,000,000 )

Cash flows from Financing Activities:

Proceeds from IPO and over-allotment

Payment of underwriting fees

( 2,660,000 )

Proceeds from private placement

Proceeds from issuance of promissory note to related party

Payment to promissory note to related party

Proceeds from issuance of common stock to initial stockholders

Payment of deferred offering costs

Net cash provided by financing activities

Net change in cash

Cash, beginning of the year

Cash, end of the year

Supplemental disclosure of cash flow information

Initial value of common stock subject to possible redemption

$ 124,413,913

Reclassification of offering costs related to Public Shares

$ ( 4,779,936 )

Accretion of common stock to redemption value

(interest earned on trust account)

Forfeiture of founder shares

Initial classification of warrant liability

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

ARCHIMEDES TECH SPAC PARTNERS CO.

NOTES TO FINANCIAL STATEMENTS

1 — Organization and Business Operations

Organization and General

Archimedes Tech SPAC Partners Co.

(the “Company”) is a blank check company formed under the laws of the State of Delaware on September 15, 2020.

The Company was formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar Business Combination with one or more businesses or entities (the “Business Combination”).

The Company’s focus will be on the artificial intelligence, cloud services and automotive technology sectors.

However, the Company is not limited to the technology industry, or these sectors therein, and the Company may pursue a Business Combination opportunity in any business or industry it chooses, and it may pursue a company with operations or opportunities outside of the United States.

The Company has selected December 31 as its fiscal year end.

As of December 31, 2021, the Company had not commenced any revenue-generating operations.

All activity for the period from September 15, 2020 (inception) through December 31, 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.

On November 15, 2021, the Company entered into a definitive merger agreement with SoundHound Inc., a voice artificial intelligence company, pursuant to which the two companies agreed to consummate a Business Combination (the “Merger Agreement”).

The total consideration to be paid by the Company to SoundHound Inc.

is $ 2 billion in equity of the Company, with outstanding SoundHound Inc.

stock options and warrants included on a net exercise basis.

In connection with the Business Combination, certain accredited investors committed to purchase 11.1 million shares of Class A common stock of the combined company at a price of $ 10.00 per share, for total gross proceeds of $ 111 million, in a private placement that is scheduled to close concurrently with the Business Combination.

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

References 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 8).

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”).

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

The 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, if any.

On March 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 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 .

Trust Account

Following 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 the net proceeds of the sale of the Public Units in the IPO and the sale of the Private Units was placed in a trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”).

The funds held in the Trust Account is and will be invested only in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under 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.

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 to pay the sellers of a target business with which the Company completes a Business Combination.

Any amounts not paid as consideration to the sellers of the target business may be used to finance operations of the target business.

Initial Business Combination

The 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.

The 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.

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

However, 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.

A 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.

The 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.

The 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.

Liquidity and Going Concern

As of December 31, 2021, the Company had cash

outside the Trust Account of $ 235,295 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 December 31, 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 $ 235,295 outside of the Trust account as of December 31, 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.

2 — Restatement of Prior Period Financial Statements

Redeemable Equity Instruments

As a result of recent guidance to Special Purpose

Acquisition Companies by the Securities and Exchange Commission (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 (the “Closing Form 8-K), Form 10-Q filing

on July 27, 2021 containing financial statements as of March 31, 2021, Form 10-Q filing on August 27, 2021 containing financial statements

as of June 30, 2021, and Form 10-Q filing on November 15, 2021 containing financial statements as of September 30, 2021 (collectively,

the “Prior Period Financial Statements”).

In accordance with SEC Staff Accounting Bulletin No.

99, “Materiality,”

and SEC Staff Accounting Bulletin No.

108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in

Current Year Financial Statements;” the Company evaluated the errors and has determined that the related impacts were material to

the Prior Period Financial Statements.

Accordingly, the Company has corrected such material errors by restating its Prior Period Financial

Statements and classified all Public Subunits as temporary.

The Company will also correct previously reported financial information for

such material errors in future filings, as applicable.

Classification of Private Warrants & Fair

Value of Representative Shares

On April 12, 2021, the Staff of the SEC issued

a statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition

Companies.” In the statement, the SEC Staff, among other things, highlighted potential accounting implications of certain terms

that are common in warrants issued in connection with the initial public offerings of special purpose acquisition companies such as the

As a result of the Staff statement and in light of evolving views as to certain provisions commonly included in warrants issued

by special purpose acquisition companies, the Company re-evaluated the accounting for its Public Warrants and Private Warrants under ASC

815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity , and concluded that the Private Warrants do not

meet the criteria to be classified in stockholders’ equity, since the Private Warrants meet the definition of a derivative under

Additionally, the Company’s management re-evaluated the fair value of the Representative Shares and concluded that the

fair value the Company had previously used for the Representative Shares were incorrect and needs to be restated.

The identified errors

impacted the Prior Period Financial Statements.

In accordance with SEC Staff Accounting Bulletin No.

99, “Materiality,” and

SEC Staff Accounting Bulletin No.

108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current

Year Financial Statements,” the Company evaluated the errors and has determined that the related impacts were qualitatively immaterial

to the Prior Period Financial Statements but, in consideration that the Company is restating its Prior Period Financial Statements to

address the misclassification of redeemable equity instruments, the Company concluded that it should restate the identified errors related

to the classification of Private Warrants and the fair value of Representative Shares as well.

Impact of the Restatement

The impact of the restatement on the audited balance

sheet as of March 15, 2021 and unaudited interim financial statements as of and for the three months ended March 31, 2021, June 30, 2021,

and September 30, 2021 are presented below.

Audited Balance Sheet at March 15, 2021

Warrant Liabilities

Total Liabilities

Common stock subject to possible redemption

Additional paid-in capital

( 4,158,254 )

Total Stockholder’s Equity

( 4,158,293 )

Unaudited 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 )

Unaudited 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

Unaudited Statement of Changes in Stockholders’ Equity for the three months ended March 31, 2021

Issuance of representative shares - Additional Paid-in-Capital

Issuance of representative shares - Stockholders’ Equity (Deficit)

Offering costs charged to the Stockholders’ equity

( 2,020,963 )

( 2,449,810 )

Reclassification of offering costs related to public shares

Accretion of common stock to redemption value

$ ( 13,366,023 )

Unaudited 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

$ ( 4,779,936 )

Accretion of common stock to redemption value

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

Unaudited Statement of Operations for the six months ended June 30, 2021

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

Unaudited Statement of Changes in Stockholders’ Equity for the six months ended June 30, 2021

Issuance of representative shares - Additional Paid-in-Capital

Issuance of representative shares - Stockholders’ Equity (Deficit)

Offering costs charged to the Stockholders’ equity

To achieve the Company’s goals, we are in the process of designing a compensation and benefits program to attract, retain, incentivize and reward deeply talented and qualified executives who share its philosophy and desire to work towards achieving our goals.

We believe our compensation program should promote our success and align executive incentives with the long-term interests of our stockholders.

Legacy SoundHound’s compensation arrangements consisted principally of a base salary, an annual cash incentive bonus and equity compensation, as described below.

Legacy SoundHound’s board of directors (the “Legacy SoundHound Board”) had historically determined the compensation of Legacy SoundHound’s executive officers.

Subsequent to the Business Combination, our Board has determined the compensation of our executive officers.

For the year ended December 31, 2022, SoundHound AI’s named executive officers were Dr.

Keyvan Mohajer, Chief Executive Officer, Nitesh Sharan, Chief Financial Officer, and Zubin Irani, Chief Revenue Officer.

This section provides an overview of our executive compensation arrangements with our executive officers, including a narrative description of the material factors necessary to understand the information disclosed in the summary compensation table below.

This section may contain forward-looking statements that are based on our current plans,

considerations, expectations and determinations regarding future compensation programs.

See “New Employment Agreements with Named Executive Officers” below for information regarding our current compensation arrangements with named executive officers.

Summary Compensation Table for Fiscal Years 2021 and 2022

The following table sets forth information concerning the compensation of the named executive officers for the fiscal years ended December 31, 2021 and 2022.

Name and Position Fiscal Year Salary (1) ($)

Bonus ($) Stock Awards (2) ($)

Option Awards (3) ($)

All Other Compensation ($) Total ($)

Keyvan Mohajer, CEO 2021 260,000 — — — — 260,000

2022 381,042 — 10,054,500 — — 10,435,542

Nitesh Sharan, CFO 2021 83,333 (4)

— 952,070 — 1,110,403

Reclassification of offering costs related to public shares

Accretion of common stock to redemption value

2022 328,958 75,000 4,302,250 — — 4,706,208

Zubin Irani, CRO (6)

2021 81,167 75,000 — 634,713 — 790,880

2022 319,146 — 5,096,250 — — 5,415,396

Unaudited Statement of Cash Flows for the six months ended June 30, 2021

Reclassification of offering costs related to public shares

(1) Includes a 15% reduction in salary beginning in December 2022.

(2) The amounts disclosed represent the aggregate grant date fair value of stock awards granted to our named executive officers during the fiscal year ended December 31, 2022 under our 2022 Incentive Plan, calculated in accordance with Financial Accounting Standards Board ASC Topic 718.

The assumptions used in calculating the grant date fair value of the stock awards are set forth in the notes to our audited financial statements included elsewhere in this Annual Report.

This amount includes performance based stock awards which are not anticipated to vest as of the date of this Annual Report.

This amount does not reflect the actual economic value that may be realized by the named executive officer.

(3) The amounts disclosed represent the aggregate grant date fair value of stock options granted to our named executive officers during the fiscal year ended December 31, 2021 under our 2016 Incentive Plan, calculated in accordance with Financial Accounting Standards Board ASC Topic 718.

The assumptions used in calculating the grant date fair value of the stock options are set forth in the notes to our audited financial statements included elsewhere in this Annual Report.

This amount does not reflect the actual economic value that may be realized by the named executive officer.

Sharan assumed responsibilities as Legacy SoundHound’s Chief Financial Officer in October 2021.

Pursuant to his offer letter, Mr.

Sharan’s annual salary was $300,000.

Sharan received a $75,000 sign-on/retention payment.

Irani’s employment status was changed to an advisor on February 3, 2023.

Narrative Disclosure to Summary Compensation Table

Agreements with the Company’s Named Executive Officers as of December 31, 2022

Our Chief Executive Officer was party to an employment Agreement with Legacy SoundHound and then SoundHound AI through June 2, 2022.

Our Chief Financial Officer and Chief Revenue Officer were parties to letter agreements with Legacy SoundHound and then SoundHound AI through June 2, 2022, provided that the letter agreement with Mr.

Zubin Irani, our Chief Revenue Officer was not effective until January 5, 2022.

New Employment Agreements with Named Executive Officers

On June 2, 2022, our Compensation Committee and full Board approved certain compensation adjustments for its named executive officers.

The Company also entered into new employment letter agreements with Dr.

Keyvan Mohajer, the Company’s Chief Executive Officer;

Nitesh Sharan, the Company’s Chief Financial Officer;

Zubin Irani, the Company’s Chief Revenue Officer, which replaced and superseded all prior employment agreements with such named executive officers.

In addition, the Board adopted and approved a Non-Employee Director Compensation Policy.

Employment Agreement with Keyvan Mohajer, Chief Executive Officer

Mohajer’s employment agreement (the “June 2022 CEO Employment Agreement”), Dr.

Mohajer receives a base salary of $450,000, effective retroactively as of May 1, 2022.

In addition, Dr.

Mohajer is eligible to earn an annual incentive bonus, with a target equal to 100% of his annual base salary as then in effect, with a maximum payout at 150% of

his annual base salary as then in effect.

The annual bonus will be determined by the Company in its sole discretion based upon achievement of performance objectives to be determined by the Company.

The June 2022 CEO Employment Agreement provides for the grant to Dr.

Mohajer of 720,000 restricted stock units (the “RSUs”) under the SoundHound AI, Inc.

2022 Incentive Award Plan (the “2022 Incentive Award Plan”), which grant became effective upon the filing of the Company’s Registration Statement on Form S-8 (the “Form S-8”) filed with the Securities and Exchange Commission (“SEC”) on July 20, 2022 to register shares under the 2022 Incentive Award Plan.

The RSUs have a 10-year term and 4-year vesting period, vesting in equal quarterly installments with vesting measured from the vesting commencement date of May 1, 2022, subject to continued employment with the Company through each vesting date.

In August 2022, Dr.

Mohajer was granted an additional 450,000 RSUs under the 2022 Incentive Award Plan.

The RSUs have a 10-year term and 3-year vesting period, vesting in equal monthly installments with vesting measured from the vesting commencement date of August 1, 2022, subject to continued employment with the Company through each vesting date.

Mohajer was also granted 480,000 RSUs that are subject to performance-based vesting (the “PSUs”) under the Incentive Award Plan, which grant became effective upon the filing of the Form S-8 with the SEC.

The PSUs have a four-year performance period and are subject to the following vesting schedule:

(i) 25% if the Company achieves $100 million of GAAP revenue in a trailing 12 months;

(ii) 25% if the Company is cash-flow positive in a trailing 12 months;

(iii) 25% if the Company’s stock price reaches a 90-day average of $15;

and (iv) 25% if the Company’s stock price reaches a 90-day average of $20.

In addition, Dr.

Mohajer is eligible to participate in the standard benefit plans offered to similarly situated employees by the Company from time to time.

The June 2022 CEO Employment Agreement provides for “at will employment,” and specifies certain compensation following termination of employment, including potential severance payments of three months of Dr.

Mohajer’s then current base salary and payment for three months of any COBRA premiums if Dr.

Mohajer’s employment is terminated by the Company without “Cause” (as defined in the Incentive Award Plan) or if the executive resigns his employment for “Good Reason” (as defined in the employment agreement).

If such a qualified termination occurs within three months prior to, or one year after, a Change in Control (as defined the Incentive Award Plan), the severance period is increased to 12 months of then current base salary and 12 months of COBRA premiums, and vesting will be accelerated for any stock options that have time-based vesting and for the RSUs.

The Company may accelerate the vesting of the PSUs in connection with the negotiation of any Change in Control transaction.

Any severance is subject to the executive timely delivering a release of claims in favor of the Company.

Mohajer has also entered into the Company’s standard form of confidential information and inventions assignment agreement.

Employment Agreement with Nitesh Sharan, Chief Financial Officer

Sharan’s employment agreement (the “June 2022 CFO Employment Agreement”), Mr.

Sharan receives a base salary of $350,000, effective retroactively as of May 1, 2022.

In addition, Mr.

Sharan is eligible to earn an annual incentive bonus, with a target equal to 60% of his annual base salary as then in effect, with a maximum payout at 150% of his annual base salary as then in effect.

The annual bonus will be determined by the Company in its sole discretion, based upon achievement of performance objectives to be determined by the Company.

The June 2022 CFO Employment Agreement provides for a grant to Mr.

Sharan of 300,000 RSUs under the 2022 Incentive Award Plan, which grant became effective upon the filing of the Form S-8 with the SEC.

The RSUs have a 10-year term and 4-year vesting period vesting in equal quarterly installments with vesting measured from the vesting commencement date of September 15, 2021, subject to continued employment with the Company through each vesting date.

In August 2022, Mr.

Sharan was granted an additional 225,000 RSUs under the 2022 Incentive Award Plan.

Sharan was also granted 200,000 PSUs under the 2022 Incentive Award Plan, which grant became effective upon the filing of the Form S-8 with the SEC.

The PSUs have a four-year performance period and are subject to the following vesting schedule:

(i) 25% if the Company achieves $100 million of GAAP revenue in a trailing 12 months;

25% if the Company is cash-flow positive in a trailing 12 months;

(iii) 25% if the Company’s stock price reaches a 90-day average of $15;

and (iv) 25% if the Company’s stock price reaches a 90-day average of $20.

In addition, Mr.

Sharan is eligible to participate in the standard benefit plans offered to similarly-situated employees by the Company from time to time.

The June 2022 CFO Employment Agreement provides for “at will employment,” and specifies certain compensation following termination of employment, including potential severance payments of three months of Mr.

Sharan’s then current base salary and payment for three months of any COBRA premiums if Mr.

Sharan’s employment is terminated by the Company without “Cause” (as defined in the Incentive Award Plan) or if the executive resigns his employment for “Good Reason” (as defined in the employment agreement).

The Company may accelerate the vesting of the PSUs in connection with the negotiation of any Change in Control transaction.

Any severance is subject to the executive timely delivering a release of claims in favor of the Company.

Sharan has also entered into the Company’s standard form of confidential information and inventions assignment agreement.

Agreement with Zubin Irani, Chief Revenue Officer

Zubin Irani, who commenced his service as Legacy SoundHound’s Chief Revenue Officer in January 2022, pursuant to the terms of an offer letter agreement dated September 14, 2021 (the “CRO Letter Agreement”).

Under the CRO letter agreement, Mr.

Irani was entitled to a base salary of $300,000 per year.

In connection with his engagement, during the 2021 fiscal year, Mr.

Irani received options to purchase 37,037 shares of Legacy SoundHound common stock, at an exercise price of $41.75 per share, pursuant to the 2016 Incentive Plan.

As of December 21, 2021, the options had a fair value of $634,180 (calculated in accordance with Financial Accounting Standards Board ASC Topic 718).

Irani’s employment agreement that was entered into in June 2022 (the “June 2022 CRO Employment Agreement”), Mr.

Irani received a base salary of $335,000, effective retroactively as of May 1, 2022.

In addition, Mr.

Irani was eligible to earn an annual incentive bonus, with a target equal to 100% of his annual base salary as then in effect, with a maximum payout at 200% of his annual base salary as then in effect.

The annual bonus was determined by the Company in its sole discretion, based upon achievement of performance objectives to be determined by the Company.

Under the CRO Letter Agreement, the Company agreed to recommend an award of 300,000 restricted stock units (“RSUs”) and 300,000 performance stock units (“PSUs”) on the listing date of a liquidity event (based on a converted cap table of 200 million shares).

The RSU and PSU grants were made pursuant to the SoundHound AI, Inc.

2022 Incentive Award Plan and were approved by the Board and awarded as of August 4, 2022.

In August 2022, Mr.

Irani was granted an additional 225,000 RSUs under the 2022 Incentive Award Plan.

With the exception of the August 2022 RSU grant, the Options, RSUs, and PSUs have a four-year time-based vesting schedule, with 3/48 th of the award vesting on each quarter following the CRO’s hire date, subject to Mr.

Irani’s continued employment through such dates.

Following a change in control (as defined in the CRO letter agreement), any unvested portion of the option or RSU awards shall accelerate if the CRO is terminated without cause or terminates due to a constructive termination (each as defined in the CRO letter agreement).

The PSUs are subject to additional GAAP revenue performance-based vesting conditions, with (a) 200,000 PSUs vesting, with respect to 50,000 PSUs each, upon the first achievement of (i) $30.0 million of GAAP revenue, (ii) $100.0 million or GAAP revenue exceeds the revenue target set by the Board for fiscal year 2023, (iii) $200.0 million or GAAP revenue exceeds the revenue target set by the Board for fiscal year 2024 and (iv) $300.0 million or GAAP revenue exceeds the revenue target set by the Board for fiscal year 2025 in a trailing 12 months during the four-year PSU period;

(b) 50,000 PSUs vesting upon the first achievement of the Class A Common Stock closing at a 90-day average closing price on the

Nasdaq Global Market of $15.00 or higher;

and (c) 50,000 PSUs vesting upon the first achievement of the Class A Common Stock closing at a 90-day average closing price on the Nasdaq Global Market of $20.00 or higher.

In addition, Mr.

Irani was eligible to participate in the standard benefit plans offered to similarly-situated employees by the Company from time to time.

The June 2022 CRO Employment Agreement provided for “at will employment,” and specifies certain compensation following termination of employment, including potential severance payments of three months of Mr.

Irani’s then current base salary and payment for three months of any COBRA premiums if Mr.

Irani’s employment is terminated by the Company without “Cause” (as defined in the Incentive Award Plan) or if the executive resigns his employment for “Good Reason” (as defined in the employment agreement).

The Company may accelerate the vesting of the PSUs in connection with the negotiation of any Change in Control transaction.

Any severance is subject to the executive timely delivering a release of claims in favor of the Company.

Irani has also entered into the Company’s standard form of confidential information and inventions assignment agreement.

Irani’s employment agreement was terminated on February 3, 2023 and Mr.

Irani became an advisor.

OUTSTANDING EQUITY AWARDS AT 2022 FISCAL YEAR END

The following table presents information regarding outstanding equity awards held by the Company’s Named Executive Officers as of December 31, 2022.

Option Awards

Name and Position Grant Date Vesting Start Date Number of Securities Underlying Unexercised Options Exercisable (#) Number of Securities Underlying Unexercised Options Unexercisable (#) Number of Securities Underlying Unexercised Unearned Options Unexercisable (#) Option Exercise Price

($) Option Expiration Date

Keyvan Mohajer, CEO 3/28/2017 3/28/2017 (1)

833,435 — — 2.18 3/28/2027

Nitesh Sharan, CFO 9/27/2021 9/15/2021 (2)

96,460 212,217 — 7.51 9/27/2031

Zubin Irani, CRO 9/27/2021 9/15/2021 (2)

64,310 141,477 — 7.51 9/27/2031

Accretion of common stock to redemption value

Unaudited Statement of Operations for the nine months ended September 30, 2021

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

Unaudited Statement of Changes in Stockholders’ Equity for the nine months ended September 30, 2021

Issuance of representative shares - Additional Paid-in-Capital

Issuance of representative shares - Stockholders’ Equity (Deficit)

Offering costs charged to the Stockholders’ equity

(1) The option award was fully vested from the grant date.

(2) The option award has a four-year vesting schedule, with 25% of the award vesting 12 months after Vesting Start Date and 3/48 th of the award vesting each quarter thereafter.

Restricted Stock Awards

Name and Position (a) Grant Date

(b) Number of Shares or Units of Stock That Have Not Vested

Equity Incentive Plan Awards:

Number of Unearned Shares, Units or Other Rights That Have Not Vested

(e) Equity Incentive Plan Awards:

Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (1)

Keyvan Mohajer, CEO 6/02/2022 615,000 (2)

1,088,550 — —

6/02/2022 — — (3)

Reclassification of offering costs related to public shares

Accretion of common stock to redemption value

9/07/2022 400,000 (4)

Nitesh Sharan, CFO 6/02/2022 206,250 (2)

6/02/2022 — — (3)

9/07/2022 200,000 (4)

Unaudited Statement of Cash Flows for the nine months ended September 30, 2021

Reclassification of offering costs related to public shares

Zubin Irani, CRO 6/02/2022 206,250 (2)

6/02/2022 — — (3)

9/07/2022 200,000 (4)

(1) The dollar amounts shown in columns (d) and (f) are determined by multiplying the number of shares or units shown in column (c) or (e), as applicable, by $1.77, the closing price of our common stock on December 31, 2022.

(2) The restricted stock award has a four-year vesting schedule, with 1/16 th of the award vesting each quarter after the vesting commencement date.

(3) Excludes PSUs with performance goals not currently expected to be achieved.

(4) The restricted stock award has a three-year vesting schedule, with 1/36 th of the award vesting each month after the vesting commencement date.

Director Compensation

On June 2, 2022, our Board adopted and approved a director compensation policy, which provides to each of the non-employee directors (i) an annual retainer of $32,000, payable quarterly (ii) additional annual cash retainers, payable quarterly, for committee service as follows:

(A) Chair of the Audit Committee:

(B) member of the Audit Committee:

(D) member of the Compensation Committee:

(E) Chair of the Nominating and Corporate Governance Committee:

and (F) member of the Nominating and Corporate Governance Committee:

(iii) an initial grant of restricted stock units having a grant day value of $380,000, although a director may elect to receive half of the initial grant in nonqualified stock options, which initial grant shall vest over three years;

(iv) an annual grant of restricted stock units having a grant day value of $165,000, which shall vest over four quarters;

and (iv) travel expense reimbursement.

In the event of a Change in Control (as defined in the Incentive Award Plan), any then-unvested initial grant or annual RSU grant will fully vest (and become exercisable, in the case of an option) as of immediately prior to the effective time of such transaction, subject to the outside director’s continuous board service through the effective date of such transaction.

The following table sets forth information regarding compensation earned by our non-employee directors for the year ended December 31, 2022.

Name Fees Earned or Paid in Cash

($) Stock Awards

($) Option Awards

($) All Other Compensation ($) Total

Eric Ball 47,325 355,000 190,000 — 592,325

Larry Marcus 48,000 545,000 — — 593,000

Diana Sroka 31,500 355,000 190,000 — 576,500

Security Ownership of Certain Beneficial Owner and Management and Related Stockholder Matters

The following table sets forth information known to the Company regarding beneficial ownership of shares of the Company’s Class A Common Stock and Class B Common Stock as of March 23, 2023 by:

• each person known by the Company to be the beneficial owner of more than 5% of the Company’s outstanding Class A Common Stock and Class B Common Stock;

• each of the Company’s named executive officers and directors;

• all executive officers and directors as a group.

Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options, warrants and certain other derivative securities that are currently exercisable or will become exercisable within 60 days.

The percentage of beneficial ownership is based on 219,909,116 shares of Company common stock issued and outstanding as of March 23, 2023, which calculation includes (i) 180,173,708 shares of the Company’s Class A Common Stock and (ii) 39,735,408 shares of the Company’s Class B Common Stock.

Voting power represents the combined voting power of shares of Class A Common Stock and Class B Common Stock owned beneficially by such person.

On all matters to be voted upon, subject to the rights of any holders of any series of preferred stock, holders of shares of Class A Common Stock and Class B Common Stock will vote together as a single class on all matters submitted to the stockholders for their vote or approval.

Holders of Class A Common Stock are entitled to one vote per share on all matters submitted to the stockholders for their vote or approval.

Holders of Class B Common Stock are entitled to ten votes per share on all matters submitted to stockholders for their vote or approval.

In accordance with SEC rules, shares of our common stock which may be acquired upon exercise of stock options or warrants which are currently exercisable or which become exercisable within 60 days after March 23, 2023 are deemed beneficially owned by the holders of such options and warrants and are deemed outstanding for the purpose of computing the percentage of ownership of such person, but are not treated as outstanding for the purpose of computing the percentage of ownership of any other person.

Unless otherwise indicated, the business address of each of the entities, directors and executives in this table is 5400 Betsy Ross Drive, Santa Clara, CA 95054.

Unless otherwise indicated and subject to community property laws and similar laws, the Company believes that all parties named in the table below have sole voting and investment power with respect to all shares of common stock beneficially owned by them.

Beneficial Ownership Table

Name of Beneficial Owners Number of Shares of Class A Common Stock % Class Number of Shares of Class B Common Stock % Class % of Total Voting Power

Directors and Executive Officers

Keyvan Mohajer (1)

1,030,935 * 16,639,064 41.9 % 29.0 %

Accretion of common stock to redemption value

Note 3 — Summary of Significant Accounting Policies

Basis of Presentation

The accompanying financial statements of the Company

are presented in U.S.

dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”)

and pursuant to the rules and regulations of the U.S.

Securities and Exchange Commission (“SEC”).

Emerging Growth Company Status

The 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.

Further, 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 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 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.

Use of Estimates

The preparation of 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 financial statement.

Actual results could differ from those estimates.

Cash and Cash Equivalents

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

The Company has $ 235,295 of cash held outside of the Trust Account as of December 31, 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 December 31, 2021 and 2020.

Marketable Securities Held in Trust Account

At December 31, 2021, the Company had $ 133,010,583 in the Trust Account which may be utilized for Business Combination.

As of December 31, 2021, the assets held in the Trust Account were invested in Treasury Securities consisting of money market funds.

Fair Value Measurements

Fair 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).

These tiers include:

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.

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

In 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.

The 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 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 7 for additional information on assets, liabilities and Representative Shares measured at fair value.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $ 250,000 .

At December 31, 2021 and 2020, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

Common Stock Subject to Possible Redemption

The 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 sheet.

Net Income (Loss) Per Common Share

The 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 72.8 % for the Public Shares and 27.2 % for the founder non-redeemable shares for the year ended December 31, 2021, reflective of the respective participation rights.

The earnings per share presented in the statements

of operations is based on the following:

James Hom (2)

70,138 * 4,512,588 11.4 % 7.8 %

Accretion of temporary equity to redemption value

Larry Marcus (3)

825,104 * — — *

Net loss including accretion of temporary equity to redemption value

Diana Sroka (4)

66,343 * — — *

For the year ended

December 31, 2021

Non-redeemable

Basic and diluted net loss per share:

Allocation of net loss including accretion of temporary equity

Eric Ball (5)

741,394 * — — *

Seyed Majid Emami (6)

736,886 * 18,583,756 46.8 % 32.3 %

Accretion of temporary equity to redemption value

Allocation of net income (loss)

Timothy Stonehocker (7)

1,658,774 * — — *

Weighted-average shares outstanding

Basic and diluted net income (loss) per share

No shares of the Company were issued or outstanding in 2020 and, as a result, Earnings Per Share does not exist for 2020.

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.

As of 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 as basic income (loss) per share for the periods presented.

Offering Costs associated with the Initial Public Offering

The Company 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.

Accordingly, as of March 15, 2021, 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).

On March 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.

Derivative Financial Instruments

The 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.

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 instrument.

The 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 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 date.

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

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return.

For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense.

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2021 and 2020, respectively.

The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

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

Risks and Uncertainties

Management continues to evaluate the impact of

the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could 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 financial statements.

The financial statements do not include any adjustments that might result from the outcome

of this uncertainty.

Recently Adopted Accounting Standards

In August 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):

Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation 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 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 flows.

Note 4 — Initial Public Offering

Pursuant 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 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.

On 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 .

The funds held in Trust Account is and will be invested only in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under 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.

5 — Private Placement

Simultaneously with the closing of the IPO, the Sponsor and EarlyBirdCapital purchased an aggregate of 390,000 Private Units at a price of $ 10.00 per Private Unit in a private placement (the “Private Placement”), generating gross proceeds of $ 3,900,000 .

On 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 .

The 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.

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 consummated.

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

Note 6 — Related Party Transactions

Founder Shares

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

Up to 375,000 Founder Shares are subject to forfeiture by the Sponsor depending on the extent to which the underwriters’ over-allotment option is exercised.

On March 10, 2021, the Company effected a stock dividend of 0.2 shares for each founder share outstanding, resulting in an aggregate of 3,450,000 founder shares outstanding and held by the Sponsor and the Company’s directors (up to 450,000 of which are subject to forfeiture by the Sponsor if the underwriters’ over-allotment option is not exercised in full).

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

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

On the date 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.

Promissory Note — Related Party

On 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.

On 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.

Related Party Loans

In 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 December 31, 2021 and 2020, no such Working Capital Loans were outstanding.

Administrative Service Fee

Commencing 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.

The Company has recorded 97,097 for the for the period from March 10, 2021 through December 31, 2021.

7 — 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 inputs.

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 entities.

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

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

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.

However, inherent uncertainties are involved.

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

The key 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

Recurring Fair Value Measurement

The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of December 31, 2021 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value.

Mutual Fund held in Trust Account

Nitesh Sharan (8)

349,884 * — — *

Michael Zagorsek (9)

1,061,677 * — — *

All directors and executive officers as a group (9 individuals) 6,541,135 3.6 % 39,735,408 100.0 % 69.9 %

Global Catalyst Partners III, L.P.

35,188,205 19.5 % — — 6.1 %

* Less than 1%.

(1) Includes 833,435 shares of Class A Common Stock that are issuable upon exercise of stock options which are currently exercisable and 55,000 shares of Class A Common Stock issuable upon vesting of outstanding RSUs that vest within 60 days of March 23, 2023.

(2) Includes 19,722 shares of Class A Common Stock issuable upon vesting of outstanding RSUs that vest within 60 days of March 23, 2023.

(3) Includes 29,258 shares of Class A Common Stock issuable upon vesting of outstanding RSUs that vest within 60 days of March 23, 2023 and 795,846 shares of Class A Common Stock held by Marcus Family Trust, dated 7/8/04, of which Larry Marcus is a co-trustee.

Marcus disclaims beneficial ownership of the shares held by the trust except to the extent of any pecuniary interest he may have therein.

Does not include securities held of record by Walden Sprout Opportunities Fund-A, LLC because Mr.

Marcus is one of three managing members of such fund, he is not deemed to be a beneficial owner of the securities held by such fund.

Marcus’s business address is 2105 Woodside Rd, Woodside, CA 94062.

(4) Includes 28,228 shares of Class A Common Stock that are issuable upon exercise of stock options which are exercisable within 60 days of March 23, 2023 and 17,239 shares of Class A Common Stock issuable upon vesting of outstanding RSUs that vest within 60 days of March 23, 2023.

(5) Includes 28,228 shares of Class A Common Stock that are issuable upon exercise of stock options which are exercisable within 60 days of March 23, 2023, 17,239 shares of Class A Common Stock issuable upon vesting of outstanding RSUs that vest within 60 days of March 23, 2023, 100,020 shares of Class A Common Stock issuable upon conversion of 3,334 shares of Series A Preferred Stock which are convertible within 60 days of March 23, 2023 and 580,250 shares of Class A Common Stock held of record by the Ball Axline Living Trust (dated July 22, 2014) of which Mr.

Ball is a joint trustee.

Ball disclaims beneficial ownership of the shares held by the trust except to the extent of any pecuniary interest he may have therein.

(6) Includes 666,748 shares of Class A Common Stock that are issuable upon exercise of stock options which are currently exercisable and 19,722 shares of Class A Common Stock issuable upon vesting of outstanding RSUs that vest within 60 days of March 23, 2023.

(7) Includes 750,964 shares of Class A Common Stock in exchange for securities pursuant to the Merger Agreement, 795,238 shares of Class A Common Stock that are issuable upon exercise of stock options that are currently exercisable or exercisable within 60 days of March 23, 2023 and 18,472 shares of Class A Common Stock issuable upon vesting of outstanding RSUs that vest within 60 days of March 23, 2023.

(8) Includes 128,614 shares of Class A Common Stock that are issuable upon exercise of stock options which are currently exercisable or exercisable within 60 days of March 23, 2023, 25,000 shares of Class A Common Stock issuable upon vesting of outstanding RSUs that vest within 60 days of March 23, 2023 and 100,020 shares of Class A Common Stock issuable upon conversion of 3,334 shares of Series A Preferred Stock which are convertible within 60 days of March 23, 2023.

(9) Consists of 972,927 shares of Class A Common Stock that are issuable upon exercise of stock options which are currently exercisable or exercisable within 60 days of March 23, 2023 and 25,000 shares of Class A Common Stock issuable upon vesting of outstanding RSUs that vest within 60 days of March 23, 2023.

(10) Based on Schedule 13D/A filed on May 13, 2022.

Global Catalyst Venture Management III, LLC (“GCVM, III”) is the General Partner of Global Catalyst Partners III, L.P.

None of the four managing members of GCVM III is deemed to have or share beneficial ownership with respect to such shares.

The business address of Global Catalyst Partners III, L.P.

is 309 Quinnhill Road, Los Altos, CA 94024.

Securities Authorized for Issuance under Equity Compensation Plans

The following table sets forth information as of December 31, 2022 relating to all our equity compensation plans:

Plan Category Number of Securities to be Issued Upon Exercise of Outstanding Options (in thousands) Weighted Average Exercise Price of Outstanding Options Number of Granted Restricted Stock Awards Outstanding (in thousands) Number of Securities Remaining Available for Future Issuance (in thousands)

Equity compensation plans approved by security holders 25,420 $ 3.74 16,716 4,570

Equity compensation plans not approved by security holders — $ — — —

Total 25,420 $ 3.74 16,716 4,570

Changes in Control

The Company knows of no arrangements resulting in a change in control of the Company.

No officer, director, promoter, or affiliate of the Company has, or proposes to have, any direct or indirect material interest in any asset proposed to be acquired by the Company through security holdings, contracts, options, or otherwise.

Certain Relationships and Related Transactions, and Director Independence

The following is a description of each transaction since January 1, 2021 and each currently proposed transaction in which:

• SoundHound has been or is to be a participant;

• the amount involved exceeded or exceeds the lesser of (a) $120,000 or (b) one percent of the average of Legacy SoundHound’s total assets at year-end for the fiscal years ended December 31, 2022 and 2021;

• any of SoundHound or Legacy SoundHound’s directors, executive officers or holders of more than 5% of its capital stock prior to the Business Combination, or any immediate family member of, or person sharing the household with, any of these individuals, had or will have a direct or indirect material interest.

Since January 1, 2021, in connection with the equity financing rounds in which SoundHound or Legacy SoundHound has engaged since that date, the following agreements have been entered into (all of which are with investors in such financings, including holders of more than 5% of SoundHound’s capital stock or Legacy SoundHound’s capital stock at the time of such agreements.

Amended and Restated Registration Rights Agreement

In connection with the Business Combination, certain holders of Legacy SoundHound’s capital stock entered into an amended and restated registration rights agreement prior to the consummation of the Business Combination with certain existing stockholders of ATSP with respect to the shares of Class A Common Stock they owned at the time of the consummation of the Business Combination, and with certain Legacy SoundHound stockholders.

The Amended and Restated Registration Rights Agreement requires the Company to, among other things, file a resale shelf registration statement on behalf of the stockholders no later than 60 days after consummation of the Business Combination.

The Amended and Restated Registration Rights Agreement also provides certain demand registration rights and piggyback registration rights to the stockholders, subject to underwriter cutbacks and issuer blackout periods.

The Company has agreed to pay certain fees and expenses relating to registrations under the Amended and Restated Registration Rights Agreement.

On November 10, 2022, the Registration Statement on Form S-1, initially filed with the SEC on May 16, 2022, was declared effective by the SEC, relating to the Company’s obligations under the Amended and Restated Registration Rights Agreement.

Legacy SoundHound’s Engagement of Guggenheim Securities

In February 2021, Legacy SoundHound entered into an engagement letter (the “Guggenheim Engagement Letter”) pursuant to which Legacy SoundHound engaged Guggenheim Securities to act as (a) Legacy SoundHound’s financial advisor in connection with the Business Combination and (b) Legacy SoundHound’s capital markets advisor with respect to the PIPE Investment.

Upon consummation of the Business Combination, Guggenheim Securities received certain agreed upon fees in consideration of its services pursuant to the Guggenheim Engagement Letter.

In addition, we have agreed to reimburse Guggenheim Securities for certain expenses and to indemnify Guggenheim Securities against certain liabilities arising out of its engagement.

The brother of Larry Marcus, one of the members of our Board, is a Senior Advisor to Guggenheim Securities, was a stockholder of Legacy SoundHound and a member of the Guggenheim Securities investment banking team engaged pursuant to the Guggenheim Engagement Letter.

Marcus’ brother was an advisor to Legacy SoundHound (in consideration for which advisory services he received, in 2011, options to purchase shares of Legacy SoundHound common stock.

In addition, Mr.

Marcus’ brother separately owns an indirect equity stake in SoundHound that represents, in aggregate with the shares of Class A Common Stock he holds after exercising the options, an equity interest of less than one half of 1% of the total outstanding capital stock of SoundHound.AI.

Marcus did not participate in Legacy SoundHound’s decision to engage Guggenheim Securities and disclosed the fact that his brother would be involved in the advisory services to be provided by Guggenheim Securities to Legacy SoundHound pursuant to the Guggenheim Engagement Letter in advance of the determination by the Legacy SoundHound Board to engage Guggenheim Securities.

As described elsewhere herein, on or around January 20, 2023, SoundHound entered into Preferred Stock Purchase Agreements with certain investors pursuant to which the Company issued and sold to the investors an aggregate of 835,011 shares of its newly designated Series A Preferred Stock for an aggregate issue price of approximately $25 million (see “Recent Developments” in the “Prospectus Summary” for more information regarding the Transaction).

Our Chief Financial Officer, Nitesh Sharan, and one of our directors, Eric Ball, each participated in the Transaction, purchasing 3,334 shares of Series A Preferred Stock each for $100,000 each.

Policies and Procedures for Related Party Transactions

In connection with the Business Combination, SoundHound has adopted a written related person transaction policy that sets forth the following policies and procedures for the identification, review, consideration and approval or ratification of related person transactions.

SoundHound’s policies and procedures are designed to minimize potential conflicts of interest arising from any dealings it may have with its affiliates and to provide appropriate procedures for the disclosure of any real or potential conflicts of interest that may exist from time to time.

A “Related Person Transaction” is a transaction, arrangement or relationship in which SoundHound or any of its subsidiaries was, is or will be a participant, the amount of which involved exceeds the lesser of $120,000 or one percent of the average of SoundHound’s total assets at year-end for the last two completed fiscal years, and in which any related person had, has or will have a direct or indirect material interest.

Transactions involving compensation for services provided to SoundHound as an employee or director are not covered by this policy.

A “Related Person” means:

• any person who is, or at any time during the applicable period was, one of SoundHound’s officers or one of the SoundHound’s directors;

• any person who is known by SoundHound to be the beneficial owner of more than five percent (5%) of its voting stock;

• any immediate family member of any of the foregoing persons, which means any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, daughter-in-law, brother-in-law or sister-in-law of a director, officer or a beneficial owner of more than five percent (5%) of its voting stock, and any person (other than a tenant or employee) sharing the household of such director, officer or beneficial owner of more than five percent (5%) of its voting stock;

• any firm, corporation or other entity in which any of the foregoing persons is a partner or principal or in a similar position or in which such person has a ten percent (10%) or greater beneficial ownership interest.

Under the policy, if a transaction has been identified as a related person transaction, including any transaction that was not a related person transaction when originally consummated or any transaction that was not initially identified as a related person transaction prior to consummation, SoundHound’s management must present information regarding the related person transaction to the Company’s audit committee, or, if audit committee approval would be inappropriate, to another independent body of SoundHound’s Board of Directors, for review, consideration and approval or ratification.

The presentation must include a description of, among other things, the material facts, the interests, direct and indirect, of the related persons, the benefits to SoundHound of the transaction and whether the transaction is on terms that are comparable to the terms available to or from, as the case may be, an unrelated third party or to or from employees generally.

Under the policy, SoundHound will collect information that SoundHound deems reasonably necessary from each director, executive officer and, to the extent feasible, significant stockholder to enable SoundHound to identify any existing or potential related-person transactions and to effectuate the terms of the policy.

In addition, under SoundHound’s Code of Conduct, SoundHound’s employees and directors have an affirmative responsibility to disclose any transaction or relationship that reasonably could be expected to give rise to a conflict of interest.

In considering related person transactions, SoundHound’s audit committee, or other independent body of SoundHound’s Board of Directors, will take into account the relevant available facts and circumstances including, but not limited to:

• the risks, costs and benefits to SoundHound;

• the impact on a director’s independence in the event that the related person is a director, immediate family member of a director or an entity with which a director is affiliated;

• the availability of other sources for comparable services or products;

• the terms available to or from, as the case may be, unrelated third parties or to or from employees generally.

The policy requires that, in determining whether to approve, ratify or reject a related person transaction, SoundHound’s audit committee, or other independent body of SoundHound’s Board of Directors, must consider, in light of known circumstances, whether the transaction is in, or is not inconsistent with, SoundHound’s best interests and those of SoundHound’s stockholders, as SoundHound’s audit committee, or other independent body of SoundHound’s Board of Directors, determines in the good faith exercise of its discretion.

All of the transactions described in this section prior to the date of the Business Combination were entered into prior to the adoption of this policy.

Certain of the foregoing disclosures are summaries of certain provisions of our related party agreements, and are qualified in their entirety by reference to all of the provisions of such agreements.

Because these descriptions are only summaries of the applicable agreements, they do not necessarily contain all of the information that you may find useful.

Copies of certain of the agreements (or forms of the agreements) have been filed as exhibits to the registration statement of which this prospectus is a part, and are available electronically on the website of the SEC at www.sec.gov .

Director Independence

Our board of directors is responsible for determining the independence of our directors.

For purposes of determining director independence, our board of directors has applied the definitions set forth in NASDAQ Rule 5605(a)(2) and the related rules of the SEC.

Based upon its evaluation, our board of directors has affirmatively determined that the following directors meet the standards of independence:

Dr Eric Ball, Larry Marcus and Diana Sroka

Principal Accounting Fees and Services

Audit fees consist of fees billed for professional services rendered for the audit of our year-end financial statements, reviews of our quarterly financial statements and services that are normally provided by our independent registered public accounting firm in connection with statutory and regulatory filings.

The aggregate fees billed by Armanino LLP for audit fees, inclusive of required filings with the SEC for the years ended December 31, 2022 and 2021 totaled $1,092 thousand and $889 thousand, respectively.

Audit-Related Fees

Audit-related fees consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our year-end financial statements and are not reported under “Audit Fees.” There were no audit-related fees billed by Armanino LLP for the years ended December 31, 2022 and 2021.

Tax fees consist of fees billed for professional services relating to tax compliance, tax planning and tax advice.

The aggregate fees billed by Armanino LLP for tax fees for the year ended December 31, 2022 totaled $114 thousand.

There were no tax fees billed by Armanino LLP for the year ended December 31, 2021.

All Other Fees

There were no other fees billed by Armanino LLP for the years ended December 31, 2022 and 2021.

Pre-Approval Policy

Since the formation of our audit committee, and on a going-forward basis, the audit committee has and will pre-approve all auditing services and permitted non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the audit committee prior to the completion of the audit).

Exhibits and Financial Statement Schedules

Financial Statements.

See Index to Consolidated Financial Statements in Part II, Item 8 of this Form 10-K.

Exhibit Number Description Incorporated by Reference

Form Exhibit Filing Date

2.1# Merger Agreement dated as of November 15, 2021 by and among Archimedes Tech SPAC Partners Co., ATSPC Merger Sub, Inc.

and SoundHound, Inc.

8-K 2.1 11/16/21

3.1 Second Amended and Restated Certificate of Incorporation of SoundHound AI, Inc.

8-K 3.1 05/02/22

3.2 Amended and Restated Bylaws of SoundHound AI, Inc.

8-K 3.2 05/02/22

3.3 SoundHound AI, Inc.

Certificate of Designations of Preferences, Rights and Limitations of Series A Convertible Preferred Stock.

8-K 3.1 01/24/23

4.1 Amended and Restated Warrant Agreement.

8-K 4.1 05/02/22

4.2 Form of Specimen Class A Common Stock Certificate .

S-1 4.2 05/16/22

4.3 Form of Specimen Warrant Certificate .

S-1 4.3 05/16/22

4.4 Amended and Restated Warrant Agreement .

8-K 4.1 05/02/22

4.5* Description of Securities.

10.1 Form of PIPE Subscription Agreement.

8-K 10.3 11/16/21

10.2 Form of Lock-Up Agreement.

8-K 10.4 11/16/21

10.3 Amended and Restated Registration Rights Agreement, dated April 26, 2022, by and between SoundHound AI, Inc.

and certain stockholders of SoundHound AI, Inc.

S-1 10.3 05/16/22

10.4 SoundHound AI, Inc.

2022 Incentive Award Plan.

Proxy Statement Annex D 04/08/22

10.5 SoundHound AI, Inc.

2022 Employee Stock Purchase Plan.

Proxy Statement Annex E 04/08/22

10.6 Form of Restricted Stock Unit Agreement.

8-K 10.8 05/02/22

10.7 Form of Stock Option Award Agreement.

8-K 10.9 05/02/22

10.8 Form of Indemnity Agreement.

8-K 10.10 05/02/22

10.9 Employment Agreement with Keyvan Mohajer, Chief Executive Officer, dated June 2, 2022 .

8-K 10.1 06/08/22

10.10 Employment Agreement with Nitesh Sharan, Chief Financial Officer, dated June 2, 2022 .

8-K 10.2 06/08/22

10.11 Employment Agreement with Timothy Stonehocker, Chief Technology Officer, dated June 2, 2022 .

8-K 10.3 06/08/22

10.12 Non-Employee Director Compensation Policy .

8-K 10.4 06/08/22

10.13 Common Stock Purchase Agreement, dated as of August 16, 2022, by and between SoundHound AI, Inc.

and CF Principal Investments LLC.

8-K 10.1 08/16/22

10.14 Registration Rights Agreement, dated as of August 16, 2022, by and between SoundHound AI, Inc.

and CF Principal Investments LLC.

8-K 10.2 08/16/22

10.15 Form of Amended and Restated Side Letter Agreement by and between SoundHound AI, Inc.

and CF Principal Investments LLC.

S-1 10.15 02/14/23

10.16 Form of Preferred Stock Purchase Agreement.

8-K 10.1 01/24/23

21.1 Subsidiaries of the Company.

8-K 21.1 05/02/22

23.2* Consent of Armanino LLP dated March 28, 2023.

31.1* Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2* Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1** Certification of Principal Executive Officer Pursuant to 18 U.S.C.

Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2** Certification of Principal Financial Officer Pursuant to 18 U.S.C.

Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS Inline XBRL Instance Document.

101.SCH Inline XBRL Taxonomy Extension Schema Document.

101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document.

101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document.

104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

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Warrant Liability

The estimated fair value of the warrant liability on March 15, 2021 and December 31, 2021 is 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.

However, inherent uncertainties are involved.

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

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

Expected term (years)

Expected volatility

Risk-free interest rate

Dividend yield

Exercise price

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

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 year ended December 31, 2021:

Fair value as of December 31, 2020

Initial fair value of warrant liability upon issuance at IPO

Change in fair value

Fair value as of December 31, 2021

Note 8 — Commitments and Contingencies

Registration Rights

The 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.

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 statements.

Underwriters Agreement

EarlyBirdCapital and I-Bankers Securities, Inc.

(the “Underwriters”) have a 45-day option from the date of the IPO to purchase up to an additional 1,800,000 Public Units to cover over-allotments, if any.

The Underwriters were entitled to a cash underwriting discount of two percent (2%) of the gross proceeds of the IPO, or $ 2,400,000 (or up to $ 2,760,000 if the underwriters’ over-allotment is exercised in full).

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

On 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 .

EarlyBirdCapital will have the right of first refusal for a period commencing from the consummation of the IPO until the consummation of the initial Business Combination (or the liquidation of the Trust Account in the event that the Company fails to consummate the initial Business Combination within the Combination Period) to act as book running manager, placement agent and/or arranger for all financings where the Company seeks to raise equity, equity-linked, debt or mezzanine financings relating to or in connection with the initial Business Combination.

In 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.

Business Combination Marketing Agreement

The 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 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 Shares

On January 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 7).

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.

Business Combination Legal Services Agreement

The 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 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.

As of December 31, 2021, the Company had paid a total of $50,000 of retainer fees to Loeb.

Consulting Agreement

On March 16, 2021, the Company entered into a consulting

agreement with Dr.

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

Julia agreed 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.

On November 15, 2021, the Company entered into a Merger Agreement

with SoundHound Inc., 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 $ 2.66 million.

Note 9 — Stockholders’ Equity

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

$ 0.0001 per share.

As of 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 share.

At 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.

Public Warrants

Each 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.

The warrants will expire on the fifth anniversary of the completion of an initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.

However, no warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the shares of common stock issuable upon exercise of the warrants and a current prospectus relating to such shares of common stock.

Notwithstanding the foregoing, if a registration statement covering the shares of common stock issuable upon exercise of the Public Warrants is not effective within 90 days following the consummation of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available.

If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis.

In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value”(defined below) by (y) the fair market value.

The “fair market value” for this purpose will mean the average reported last sale price of the shares of common stock for the 5 trading days ending on the trading day prior to the date of exercise.

The 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,

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.

In 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 amount.

Note 10 — Income Tax

The Company’s net deferred tax assets are as follows:

Deferred tax asset

Organizational costs/Startup expenses

Capitalized costs related to Business Combination

Federal net operating loss

Total deferred tax asset

Valuation allowance

asset, net of allowance

The income tax provision consists of the following:

Change in valuation allowance

Income tax provision

As of December 31, 2021, the Company has $ 366,866 of U.S.

federal net operating loss carryovers, which do not expire, and no state net operating loss carryovers available to offset future taxable income.

In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized.

The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible.

Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment.

After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance.

For the year ended December 31, 2021, the change in the valuation allowance was $ 210,982 .

A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2021 is as follows:

Statutory federal income tax rate

State taxes, net of federal tax benefit

Permanent Book/Tax Differences

Change in valuation allowance

Income tax provision

The Company files income tax returns in the U.S.

federal jurisdiction in various state and local jurisdictions and is subject to examination by the various taxing authorities.

Note 11 — Subsequent Events

The Company evaluated subsequent events and transactions

that occurred after the balance sheet date up to the date that the financial statements were issued.

January 10, 2022, the Company filed a registration statement on Form S-4 (the “Form S-4”) with respect to the merger between

the Company and SoundHound Inc.

On February 14, 2022, the Company filed Amendment No.

1 to the Form S-4 to address comments the Company received from the SEC on February 9, 2022.

* Filed or furnished herewith.

+ The Company agrees to furnish supplementally to the SEC a copy of any omitted schedule or exhibit upon the request of the SEC in accordance with Item 601(b)(2) of Regulation S-K.

# Management contract or compensatory plan or arrangement.

** Previously filed.

Form 10-K Summary

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

SoundHound AI, Inc.

March 28, 2023 /s/ Dr.

Keyvan Mohajer

Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant and in the capacities and on the date indicated.

Name Position Date

Keyvan Mohajer Chief Executive Officer and Director March 28, 2023

Keyvan Mohajer (Principal Executive Officer)

/s/ Nitesh Sharan Chief Financial Officer March 28, 2023

Nitesh Sharan (Principal Financial and Accounting Officer)

/s/ James Hom Director March 28, 2023

Eric Ball Director March 28, 2023

/s/ Larry Marcus Director March 28, 2023

/s/ Diana Sroka Director March 28, 2023

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-K

Item 9A. Controls and Procedures