SEC Form 8-K Summary
Business Context and Reporting Period
The filing is from Archimedes Tech SPAC Partners Co., not SoundHound AI, Inc. It reports a change in the company’s independent registered public accounting firm. The report date and earliest event date were August 4, 2021; the filing was signed August 10, 2021.
Financial Metrics and Liquidity
The filing does not provide current revenue, profit, cash flow, margins, debt, liquidity, or other operating financial metrics.
Marcum LLP’s prior audit report included an explanatory paragraph regarding substantial doubt about the company’s ability to continue as a going concern. The filing does not provide the underlying financial amounts or detailed liquidity analysis.
Material Changes Versus the Prior Comparable Period
- Marcum LLP was dismissed as the company’s independent registered public accounting firm on August 4, 2021, with Audit Committee approval.
- UHY LLP was engaged on August 10, 2021, as the new independent registered public accounting firm for the year ending December 31, 2021.
- For the period from inception on September 15, 2020 through December 31, 2020, and the interim period through March 31, 2021, the company reported no disagreements with Marcum regarding accounting, financial statement disclosure, or audit scope.
- Marcum’s reports were not adverse, disclaimed, or qualified, except for the going-concern explanatory paragraph and reference to a material weakness.
Guidance, Outlook, Risks, Contingencies, and Unusual Items
- Management had identified a material weakness in internal control over financial reporting related to the accounting classification of private warrants issued in March 2021.
- Management stated that internal control over financial reporting was not effective as of March 31, 2021.
- Remediation measures included enhanced evaluation and implementation of applicable accounting standards, additional analysis by company personnel, and consultation with third-party professionals.
- Management cautioned that remediation would take time and provided no assurance that the measures would achieve their intended effects.
- The filing states that the company had not consulted UHY on the matters described in Item 304(a)(2) before its engagement.
- Marcum’s letter regarding the change in accountants was filed as Exhibit 16.
Investor Verification Checklist
- Verify that the filing’s registrant is Archimedes Tech SPAC Partners Co. rather than SoundHound AI, Inc.
- Review the March 31, 2021 Form 10-Q for the warrant-accounting material weakness and remediation status.
- Review Marcum’s explanatory paragraph concerning going-concern uncertainty.
- Confirm UHY LLP’s engagement date, scope, and subsequent audit conclusions.
- Assess whether the accounting-firm change or control weakness affects reported warrant liabilities, financial statements, or future filings.