Business Context and Reporting Period
Company: SoundHound AI, Inc. (SOUN)
Filing Type: Form 8-K (Current Report)
Date of Report: July 2, 2026
Event: Entry into an Amended and Restated Merger Agreement to acquire LivePerson, Inc. This agreement amends and restates a prior agreement dated April 21, 2026.
Key Financial Metrics and Transaction Terms
Transaction Structure: A two-step merger where LivePerson becomes an indirect wholly-owned subsidiary of SoundHound AI.
- Consideration for LivePerson Common Stock: Shareholders will receive SoundHound AI Class A Common Stock. The number of shares is calculated based on an "Aggregate Consideration Amount" divided by the "Company Closing Stock Price."
- Aggregate Consideration Amount: Approximately $42.78 million, adjusted for "LivePerson Shortfall Cash" and the exercise prices of in-the-money options.
- LivePerson Shortfall Cash Definition: Calculated as $71 million (if closing in July) minus repurchased convertible notes, minus LivePerson's cash balance at closing. If the result is negative, the shortfall is $0.
- Company Closing Stock Price: The average VWAP of SoundHound stock over 10 trading days ending 3 days prior to closing, subject to a floor of $7.00 and a cap of $12.00 per share.
- TASE Shares: Shares held via the Tel-Aviv Stock Exchange will receive cash consideration, capped at $7.5 million in aggregate.
- Termination Fee: LivePerson must pay SoundHound $5 million plus transaction expenses (capped at $3.75 million for expenses) if the deal is terminated under specific circumstances, such as a superior proposal or failure of note restructuring.
Financial Statements: This 8-K filing does not contain revenue, profit, cash flow, or debt metrics for SoundHound AI or LivePerson. Investors are directed to the Form S-4 and respective 10-K/10-Q filings for financial data.
Material Changes and Conditions
Amendment to Prior Agreement: The filing amends the April 21, 2026 Merger Agreement. The core terms regarding consideration calculation remain consistent with the original agreement.
Closing Conditions: The transaction is subject to:
- LivePerson stockholder approval.
- Regulatory approvals, including foreign direct investment laws.
- Nasdaq listing approval for the new shares.
- Effectiveness of the Form S-4 registration statement.
- Consummation of "Notes Restructuring Transactions."
- Absence of a Material Adverse Effect on LivePerson.
Equity Treatment: In-the-money options held by non-employees will be cashed out; other in-the-money options and RSUs will be converted to SoundHound awards. Out-of-the-money options and warrants will be cancelled.
Outlook, Risks, and Management Commentary
Management Approval: The LivePerson Board of Directors has unanimously approved the agreement and recommends it to stockholders.
Tax Status: The Mergers are not expected to qualify as a tax-free reorganization for U.S. federal income tax purposes.
Timeline: The deal must close by October 21, 2026, extendable to December 5, 2026 if regulatory approvals are pending.
Key Risks:
- Failure to obtain stockholder or regulatory approval.
- Termination of the Notes Restructuring Transactions.
- Integration challenges and potential loss of customers or key employees.
- Stock price volatility affecting the final share exchange ratio.
- Unforeseen liabilities or cybersecurity incidents.
Investor Verification Checklist
- Form S-4: Review the definitive proxy statement/prospectus for detailed financial data and risk factors.
- Stock Price Impact: Monitor SoundHound's stock price to determine the final "Company Closing Stock Price" (capped between $7 and $12), which dictates the number of shares issued.
- Cash Position: Verify LivePerson's cash balance and convertible note repurchases near the closing date to calculate the final "Aggregate Consideration Amount."
- Regulatory Status: Track progress on foreign direct investment approvals and Nasdaq listing approvals.
- Notes Restructuring: Confirm the status of the required Notes Restructuring Transactions, as their failure allows for termination and triggers a fee.