Filing Overview
This Form 8-K was filed by Archimedes Tech SPAC Partners Co., not SoundHound AI, Inc. The report was filed March 16, 2021, with the earliest reported events occurring March 10, 2021. The company was a newly formed special purpose acquisition company (SPAC) completing its initial public offering and related financing.
Business Context and Reporting Period
On March 10, 2021, the SEC declared effective the registration statement for the company’s IPO. The IPO closed on March 15, 2021. The filing does not provide operating results for a comparable reporting period because the company was in the IPO and pre-business-combination stage.
Key Financial and Capitalization Metrics
| Metric | Reported amount or terms |
|---|---|
| Public IPO units | 12,000,000 units |
| IPO price | $10.00 per unit |
| Gross IPO proceeds | $120.0 million |
| Private placement units | 390,000 units |
| Private placement proceeds | $3.9 million |
| Trust account balance | $120.0 million as of March 15, 2021, representing net proceeds from the IPO and private placement deposited into trust, as stated in the filing |
| Warrant terms | Each whole warrant permits purchase of one common share at $11.50 per share |
| Over-allotment option | Underwriters could purchase up to 1,800,000 additional units during a 45-day period |
The filing does not provide revenue, net income, operating cash flow, margins, debt, or liquidity metrics beyond the trust-account and financing information described above. An audited balance sheet as of March 15, 2021 was to be filed separately within four business days of the IPO closing.
Material Changes and Transactions
- The company entered into underwriting, warrant, trust, escrow, subscription, registration rights, indemnity, and administrative services agreements dated March 10, 2021.
- The IPO was completed on March 15, 2021, generating $120.0 million of gross proceeds.
- Concurrent private placement financing generated $3.9 million from 390,000 private units. The private units were issued under Section 4(a)(2) of the Securities Act and are subject to transfer restrictions until completion of the initial business combination, subject to limited exceptions.
- The company filed an Amended and Restated Certificate of Incorporation with the State of Delaware on March 10, 2021.
Outlook, Risks, and Unusual Items
The filing contains no operating guidance or management forecast. As a SPAC, the company’s principal objective was to identify and complete an initial business combination. The principal transaction-related considerations include the potential exercise of the underwriters’ over-allotment option, warrant dilution, restrictions on private securities, and the use of funds held in the trust account in accordance with the SPAC structure.
No debt, contingent liability, litigation matter, or unusual operating item is disclosed in the provided filing text. The filing does not state the identity of a proposed target or provide terms for a business combination.
Investor Verification Checklist
- Verify that the filing relates to Archimedes Tech SPAC Partners Co. rather than SoundHound AI, Inc.
- Review the subsequent audited balance sheet for the actual cash, offering costs, and liabilities after the IPO and private placement.
- Confirm whether the 1,800,000-unit over-allotment option was exercised.
- Review the trust agreement and subsequent filings for the permitted use of trust funds, redemption rights, and business-combination deadlines.
- Assess potential dilution from the public and private warrants, sponsor securities, and any eventual business-combination financing.