Business Context and Reporting Period
Company: SoundHound AI, Inc. (SOUN)
Filing Type: Form 8-K (Current Report)
Date of Report: April 21, 2026
Event: Entry into a Material Definitive Agreement to acquire LivePerson, Inc. ("LivePerson") and a concurrent Notes Restructuring Agreement.
Key Financial Metrics and Transaction Terms
Transaction Structure: Stock-for-stock merger where LivePerson becomes an indirect wholly-owned subsidiary of SoundHound AI. The transaction is expected to be taxable for U.S. federal income tax purposes.
Consideration for LivePerson Shareholders:
- Aggregate Consideration Amount: Approximately $42.78 million, adjusted for "LivePerson Shortfall Cash" and the exercise prices of in-the-money options.
- Per Share Calculation: Based on the "Closing Merger Consideration" divided by the "Fully Diluted Common Number" of LivePerson shares.
- Stock Price Collar: The "Company Closing Stock Price" used for calculation is capped at $12.00 and floored at $7.00 per share.
Debt Restructuring (Secured Notes):
- First Lien Secured Notes: Holders receive shares of SoundHound Common Stock valued at $178,007,733.68 plus accrued interest and 65% of any "LivePerson Excess Cash."
- Second Lien Secured Notes: Holders receive shares of SoundHound Common Stock valued at $83,207,733.68 plus a cash component based on repurchased 2026 Convertible Notes and 35% of "LivePerson Excess Cash."
- Cash Substitution: SoundHound may substitute cash for up to 50% of the stock consideration if the closing stock price exceeds $12.00.
Termination Fee: LivePerson must pay SoundHound $5,000,000 plus transaction expenses (capped at $3,750,000 for expense reimbursement in specific note restructuring failures) if the agreement is terminated under certain circumstances.
Material Changes and Conditions
Closing Conditions: The merger is subject to customary conditions, including:
- Approval by LivePerson stockholders.
- Receipt of necessary regulatory approvals (including foreign direct investment laws).
- Effectiveness of SoundHound's Form S-4 registration statement.
- Consummation of the Notes Restructuring Transactions.
- Absence of a Material Adverse Effect on LivePerson.
Timeline: The transaction must be completed by October 21, 2026, extendable to December 5, 2026, if regulatory approvals are pending.
Guidance, Outlook, and Risks
Management Commentary: The transaction is unanimously approved by LivePerson's board, which recommends adoption to stockholders. The filing includes a joint press release regarding the strategic combination.
Risks and Contingencies:
- Transaction Failure: Risks include failure to obtain stockholder or regulatory approval, or termination due to material breaches.
- Integration: Potential difficulties in integrating operations, culture, and technology.
- Financial Impact: Unexpected costs, liabilities, or diversion of management attention.
- Market Conditions: Stock price volatility and general economic conditions.
- Legal/Regulatory: Litigation risks, cybersecurity incidents, and evolving AI regulations.
Forward-Looking Statements: The filing contains estimates regarding future financial position and benefits, which are subject to significant uncertainty.
Investor Verification Checklist
- Verify the final "Company Closing Stock Price" calculation, specifically if it hits the $7.00 floor or $12.00 cap.
- Confirm the exact amount of "LivePerson Shortfall Cash" and "LivePerson Excess Cash" at closing to determine final consideration.
- Monitor the status of the Form S-4 filing and LivePerson stockholder vote approval.
- Review the definitive proxy statement/prospectus for detailed risk factors and financial projections.
- Assess the impact of the debt restructuring on SoundHound's future capital structure and dilution.