Business Context and Reporting Period
This Form 8-K was filed by Archimedes Tech SPAC Partners Co., not SoundHound AI, Inc. The filing is dated June 3, 2021 and reports events beginning May 28, 2021, despite the request metadata identifying May 28, 2020. The company is a special purpose acquisition company whose securities trade on Nasdaq under ATSPU, ATSPT, ATSP, and ATSPW.
Material Listing and Filing Developments
- On May 28, 2021, Nasdaq notified the company that it was not compliant with Marketplace Rule 5250(c)(1) because it had not timely filed its Form 10-Q for the quarter ended March 31, 2021.
- The notice did not immediately affect the listing or trading of the company’s securities, which remained subject to Nasdaq’s other continued-listing requirements.
- The company had 60 calendar days, through July 26, 2021, to file the Form 10-Q or submit a compliance plan.
- If Nasdaq accepted a compliance plan, it could provide an exception of up to 180 calendar days from the Form 10-Q due date, or until November 22, 2021.
Financial Metrics, Liquidity, and Debt
The filing does not provide revenue, profit, cash flow, margins, debt, liquidity balances, or other quantitative financial metrics.
Accounting Issue, Outlook, and Risks
- The company was evaluating the accounting treatment of its warrants in response to SEC staff guidance issued April 12, 2021 concerning potential accounting implications of certain SPAC warrant terms.
- Management was assessing whether the warrant analysis would affect the delayed Form 10-Q and stated that it intended to file the report as soon as practicable.
- There was no operating or financial guidance provided.
- The company cautioned that it might not regain compliance within any extension period and that failure to do so could result in delisting of its common stock from the Nasdaq Capital Market.
- The filing contains customary forward-looking-statement warnings and refers investors to the risk factors in the company’s IPO registration statement and prospectus.
Investor Verification Checklist
- Verify the correct issuer and reporting date, because the supplied metadata references SoundHound AI and May 28, 2020, while the filing identifies Archimedes Tech SPAC Partners Co. and events in 2021.
- Confirm when the March 31, 2021 Form 10-Q was filed and whether Nasdaq accepted any compliance plan or granted an extension.
- Review the company’s subsequent filings for the final accounting treatment of its warrants and any related restatements or reporting effects.
- Assess whether Nasdaq ultimately maintained or delisted the company’s securities.