Item 1.01 Entry into a Material Definitive Agreement.



On or around January 20, 2023 (the "Closing Date"), SoundHound AI, Inc. (the
"Company") entered into Preferred Stock Purchase Agreements (the "Purchase
Agreements") with certain investors (the "Investors") pursuant to which the
Company issued and sold to the Investors an aggregate of 835,011 shares of its
newly designated Series A Convertible Preferred Stock, par value $0.0001 per
share (the "Series A Preferred Stock") for an aggregate issue price of
approximately $25 million (the "Transaction"). Refer to Item 3.03 of this
Current Report on Form 8-K for more information regarding the terms of the
Series A Preferred Stock, including terms of conversion into shares of the
Company's Class A common stock (the "Common Stock").

The Purchase Agreements contain customary representations, warranties and
covenants. The shares of Series A Preferred Stock were issued and sold in a
private placement exempt from the registration requirements of the Securities
Act of 1933, as amended (the "Securities Act"), as described further in Item
3.02 of this Current Report on Form 8-K. The Company does not intend to register
the shares of Series A Preferred Stock or the underlying Common Stock for resale
under the Securities Act.

The foregoing is only a brief description of the Purchase Agreements, does not
purport to be a complete description of the rights and obligations of the
parties thereunder and is qualified in its entirety by reference to the Purchase
Agreements, a copy of which is attached as Exhibit 10.1 to this Current Report
on Form 8-K and incorporated by reference herein.

Item 2.02 Results of Operations and Financial Condition.



On January 24, 2023, the Company issued a press release announcing, among other
things, the Transaction, certain business updates and certain preliminary
unaudited financial and other results for its fourth quarter of 2022 and fiscal
year 2022. A copy of the press release is attached as Exhibit 99.1 to this
Current Report on Form 8-K and incorporated by reference herein.

These preliminary unaudited financial and other results are subject to revision
in connection with the Company's financial closing procedures, including the
Company's audit committee's reviews, and finalization of the Company's
consolidated financial statements for the year ended December 31, 2022. During
the preparation of the Company's consolidated financial statements and related
notes and the completion of the audit for the year ended December 31, 2022,
additional adjustments to the preliminary estimated financial information
presented above may be identified. Actual results for the periods reported may
differ from these preliminary results.

The information contained in this Item 2.02, including the accompanying Exhibit
99.1 hereto, shall not be deemed "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise
subject to the liabilities of that section, nor shall it be deemed incorporated
by reference into any filing made by the Company under the Securities Act of
1933, as amended, or the Exchange Act, regardless of any general incorporation
language in such filings, unless expressly incorporated by specific reference in
such filing.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.02.



The Company issued and sold the Series A Preferred Stock in reliance on the
exemption from the registration requirements of the Securities Act by virtue of
Section 4(a)(2) thereof and Rule 506 of Regulation D thereunder. In connection
with its execution of the Purchase Agreements, the Investors represented to the
Company that they are each an "accredited investor" as defined in Regulation D
under the Securities Act and that the shares of Series A Preferred Stock to be
purchased by each of them will be acquired solely for its own account and for
investment purposes and not with a view to future sale or distribution. The
issuance and sale of the shares of Series A Preferred Stock, including any
shares of Common Stock underlying the Preferred Stock, have not been registered
under the Securities Act or the securities laws of any other jurisdiction, and
such securities may not be offered or sold in the United States absent
registration or an applicable exemption from registration requirements. This
Current Report on Form 8-K does not constitute an offer to sell, or a
solicitation of an offer to buy, any security and shall not constitute an offer,
solicitation or sale in any jurisdiction in which such offering would be
unlawful.

Item 3.03 Material Modifications to Rights of Security Holders.



On January 20, 2023, in connection with the Transaction, the Company filed a
Certificate of Designations of Preferences, Rights and Limitations of the Series
A Preferred Stock with the Secretary of State of the State of Delaware (the
"Certificate of Designations"), designating 1,000,000 shares of Series A
Preferred Stock with an original issue price of $30.00 per share, which became
effective with the Secretary of State of the State of Delaware upon filing.
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The Series A Preferred Stock is entitled to dividends payable as an increase in
the Liquidation Preference (as defined in the Certificate of Designations) for
such share at the rate of 14% per annum, accreting semi-annually to Liquidation
Preference on January 1 and July 1 of each year, beginning on the first such
date after the filing of the Certificate of Designations (the "PIK Dividends").
The Liquidation Preference per share of Preferred Stock is initially equal to
the original issue price per share. The Company may also elect to pay any
dividend in cash in lieu of accretion to Liquidation Preference if permitted
under the agreements and instruments governing its outstanding indebtedness at
such time. The Series A Preferred Stock will also be entitled to customary
dividends and distributions when and if paid on shares of Common Stock, subject
to restrictions under agreements or instruments governing the Company's
indebtedness.

Each share of Series A Preferred Stock is convertible, at the option of the
holder thereof, at any time on or after May 2, 2023 into such number of shares
of Common Stock equal to the Liquidation Preference per share at the time of
conversion divided by $1.00 (the "Conversion Price") (the "Conversion Ratio").
In addition, each share of Series A Preferred Stock will automatically convert
into shares of Common Stock at the Conversion Ratio on or after January 20, 2024
if and when the daily volume-weighted average closing price per share of Common
Stock is at least 2.5 times the Conversion Price for each of any 90 trading days
during any 120 consecutive trading day period, which 120-trading day period may
commence (but may not end) prior to January 20, 2024. While the shares of Series
A Preferred Stock issued on the Closing Date on an as-converted to Common Stock
basis represents approximately 15% of the total shares of common stock
outstanding prior to the Transaction (including shares of Class B Common Stock),
as a result of the PIK Dividends that accumulate over time, the maximum
potential issuance of shares of Common Stock upon conversion of Series A
Preferred Stock may exceed 20% of the total shares of common stock outstanding
(including shares of Class B Common Stock). As a result, to comply with
applicable listing rules of The Nasdaq Stock Market LLC ("Nasdaq"), stockholders
holding the majority of the voting power of the Company's outstanding Common
Stock approved the issuance of any Common Stock from time to time upon
conversion of the Series A Preferred Stock that would equal 20% or more of the
total shares of Common Stock outstanding (including shares of Class B Common
Stock) or that would result in a change of control (as defined in Nasdaq listing
rules). Such stockholders also approved the issuance and sale of shares of
Preferred Stock and any future issuances of shares of Common Stock from time to
time upon conversion of Preferred Stock to certain of the Company's directors
and officers who participated in the Transaction, in accordance with Nasdaq
listing rules. The Company will also promptly file with the Securities and
Exchange Commission and mail an information statement in accordance with Rule
14c-2 under the Securities Exchange Act of 1934, as amended, relating to such
stockholder approvals. Any conversion of Series A Preferred Stock described
above is subject to the lapse of a 20-day period following the mailing of the
information statement.

The holders of Series A Preferred Stock will not be entitled to vote on any
matter presented to the stockholders of the Company prior to conversion of such
shares into Common Stock. However, certain matters require the approval of a
majority of the then-outstanding shares of Series A Preferred Stock, voting as a
separate class, including to (i) amend the Company's organizational documents in
a matter that materially and adversely affects the powers, preferences or rights
of the Series A Preferred Stock, (ii) create, issue, or authorize the creation
or issuance of, increase the authorized amount of, or obligate itself to issue
shares of, any class or series of capital stock of the Company, or any
obligation or security convertible into or evidencing a right to purchase, any
class or series of capital stock, unless such class or series of capital stock
ranks junior to the Series A Preferred Stock; (iii) increase the authorized
number of shares of Series A Preferred Stock; (iv) reclassify, alter or amend
any class of capital stock that ranks junior or pari passu to the Series A
Preferred Stock if such action would render such class to be senior to the
Series A Preferred Stock or, with respect to junior capital stock, pari passu
with the Series A Preferred Stock; (v) purchase or redeem for cash any shares of
capital stock of the Company, subject to certain exceptions; and (vi) incur any
secured debt as a result of which the Company's aggregate principal amount of
secured debt outstanding would exceed the greater of $75,000,000 or 20% of the
Company's enterprise value.

The Series A Preferred Stock will have preference over the Common Stock and the
Company's Class B common stock, par value $0.0001 per share ("Class B Common
Stock"), as well as any additional Junior Stock (as defined in the Certificate
of Designations) designated and issued in the future, with respect to
distribution of assets or available proceeds, as applicable, in the event of any
voluntary or involuntary liquidation, dissolution or winding up of the Company
or a merger or consolidation that results in a change in control of the Company
or the sale or transfer of all or substantially all assets of the Company (each
a "Liquidation Event"). However, the Series A Preferred Stock will rank junior
to indebtedness of the Company. Upon a Liquidation Event, the holders of shares
of Series A Preferred Stock will be entitled to receive, before any payment is
made to holders of any Junior Stock and after payments to satisfy and discharge
indebtedness, an amount per share equal to the greater of (i) 2.5 times the
Liquidation Preference accumulated at such time (less any prior conversions) or
(ii) such amount per share as would have been payable had all shares
then-outstanding of Series A Preferred Stock been converted into Common Stock
immediately prior to such Liquidation Event.

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The foregoing description of the terms pertaining to the Series A Preferred
Stock and the Certificate of Designations is not complete and is qualified in
its entirety by reference to the full text of the Certificate of Designations, a
copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and
incorporated by reference herein.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year.



The description of the Certificate of Designations and the rights, preferences
and privileges of the newly designated Series A Preferred Stock in Item 3.03
above is incorporated by reference into this Item 5.03.

Item 9.01 Financial Statements and Exhibits.



Exhibit Number               Description
                               SoundHound AI, Inc. Certificate of Designations of Preferences, Rights
3.1                          and Limitations of Series A Convertible Preferred Stock.
10.1                           Form of Preferred Stock Purchase Agreement    .
99.1                           Press Release, dated January 24, 2023.
104                          Cover Page Interactive Data File (formatted as inline XBRL).


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