SOUNDHOUND AI, INC. current report, 21 December 2021

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SEC Form 8-K Summary

Registrant: Archimedes Tech SPAC Partners Co. The request metadata identifies SoundHound AI, Inc., but the provided filing is issued by Archimedes Tech SPAC Partners Co.

Report date: December 21, 2021; the filing was signed December 28, 2021. The filing concerns accounting for public shares issued in the March 2021 IPO and subsequent over-allotment exercise.

Business Context and Reporting Period

Archimedes Tech SPAC Partners Co. is a special purpose acquisition company. Management re-evaluated the accounting classification of its publicly held common shares under ASC 480-10-S99-3A.

  • The affected periods are the audited balance sheet as of March 15, 2021 and the unaudited interim financial statements for the quarter ended March 31, 2021.
  • The company intends to restate these periods in an amendment to its Form 10-Q for the quarter ended September 30, 2021.

Financial Metrics and Accounting Impact

  • Management determined that all Public Shares should be classified as temporary equity, rather than classifying a portion as permanent equity.
  • The filing does not provide revised revenue, profit, cash flow, margin, debt, or liquidity amounts.
  • The company does not expect the classification change to affect its cash position or cash held in the IPO trust account.
  • The filing references a $5,000,001 net tangible asset redemption limitation in the charter, but states that certain share provisions require temporary-equity classification notwithstanding that limitation.

Material Changes Versus Prior Reporting

  • Previously issued financial statements for the affected periods should no longer be relied upon.
  • The company will restate the statements to present all Public Shares as temporary equity.
  • Management concluded that a material weakness existed in internal control over financial reporting.
  • Disclosure controls and procedures were deemed ineffective at the reasonable-assurance level as of March 31, June 30, and September 30, 2021.

Outlook, Risks, and Unusual Items

  • A remediation plan for the material weakness is expected to be described in the amended third-quarter Form 10-Q.
  • Management and the audit committee discussed the matter with UHY LLP, the independent registered public accounting firm.
  • Forward-looking statements address the anticipated restatement, cash and trust-account impact, and remediation measures.
  • Risks include further changes in or developments regarding the accounting treatment. The company does not undertake to update its forward-looking statements.

Investor Verification Checklist

  • Verify the amended Form 10-Q and the detailed restated balance-sheet presentation.
  • Confirm whether the restatement affects share classifications, accumulated deficit, earnings per share, or other reported equity balances.
  • Review the material-weakness remediation plan and any subsequent assessment of disclosure controls.
  • Confirm that cash and trust-account balances remain unchanged after the restatement.
  • Reconcile the filing’s registrant, Archimedes Tech SPAC Partners Co., with the request metadata identifying SoundHound AI, Inc.