SEC Form 8-K Summary
Registrant: Archimedes Tech SPAC Partners Co. The filing metadata references SoundHound AI, Inc., but the filing identifies Archimedes Tech SPAC Partners Co. as the registrant. Report date: January 7, 2022.
Business Context and Reporting Period
The filing was made under Item 4.02, “Non-Reliance on Previously Issued Financial Statements.” Management determined that previously issued unaudited interim financial statements for the quarters ended March 31, June 30, and September 30, 2021 should no longer be relied upon.
The issue relates to the valuation of 350,000 representative shares issued before the company’s March 15, 2021 initial public offering. A valuation analysis by outside valuation professionals was completed on November 9, 2021.
Financial and Accounting Matters
- Management determined that the representative shares had not been recorded at the appropriate fair value.
- The company intends to restate the affected interim financial statements in an amendment to its September 30, 2021 Form 10-Q.
- The restatement will occur concurrently with a previously disclosed restatement to classify all redeemable shares as temporary equity.
- The filing does not provide the revised fair value, dollar amount of the adjustment, or detailed effects on assets, liabilities, equity, net income, or earnings per share.
- Management does not expect the changes to affect cash or cash held in the IPO trust account.
Material Changes, Controls, and Outlook
- Previously issued interim financial statements for all three affected 2021 periods should no longer be relied upon.
- 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.
- A remediation plan is expected to be described in greater detail in the amended September 30, 2021 Form 10-Q.
- Management and the audit committee discussed the matters with UHY LLP, the independent registered public accounting firm.
Risks and Contingencies
The filing cautions that accounting treatment, the ultimate impact of the restatement, and proposed remediation measures could change. Forward-looking statements are subject to additional developments and uncertainties, and the company undertakes no obligation to update them.
Investor Verification Items
- Verify the filing registrant and its relationship, if any, to SoundHound AI, Inc.
- Review the forthcoming Form 10-Q/A for the revised fair value of the representative shares and the quantitative impact of the restatement.
- Assess the combined effect of the representative-share correction and the temporary-equity reclassification.
- Review management’s remediation plan for the material weakness and any subsequent auditor disclosures.
- Confirm that cash and trust-account balances remain unaffected as stated in the filing.