SEC Comment Letter 0000000000-22-012284 to SOUNDHOUND AI, INC. (SOUN)
SOUNDHOUND AI, INC.
Date: Nov. 10, 2022 · CIK: 0001840856 · Accession: 0000000000-22-012284
AI Filing Summary & Sentiment
File numbers found in text: 333-267501
Letter
United States securities and exchange commission logo November 10, 2022 Dr. Keyvan Mohajer Chief Executive Officer SoundHound AI, Inc. 5400 Betsy Ross Drive Santa Clara, CA 95054 Re:SoundHound AI, Inc. Amendment No. 1 to Registration Statement on Form S-1 Filed October 17, 2022 File No. 333-267501 Dear Dr. Keyvan Mohajer: We have limited our review of your registration statement to those issues we have addressed in our comment. In our comment, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to our comment, we may have additional comments. Our reference to prior comments are to comments in our October 5, 2022 letter. Amendment No. 1 to Form S-1 General 1.We note your response to prior comment 2 regarding the 250,000 commitment shares you are registering for resale by CF Principal Investments LLC. We have considered the terms of these commitment shares under the purchase agreement, as revised by the side letter agreement entered into between the company and CF Principal Investments on the same date. As structured, CF Principal Investments is acting as an underwriter of the commitment shares in a primary, at-the-market offering of the shares. Since the company is not eligible to conduct a primary, at-the-marketing offering, provide a fixed price at which CF Principal Investments will offer the commitment shares and identify CF Principal Investments as an underwriter of these shares.
FirstName LastNameDr. Keyvan Mohajer Comapany NameSoundHound AI, Inc. November 10, 2022 Page 2 FirstName LastName Dr. Keyvan Mohajer SoundHound AI, Inc. November 10, 2022 Page 2 We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Please contact Kathleen Krebs, Special Counsel, at 202-551-3350 or Joshua Shainess, Legal Branch Chief, at 202-551-7951 with any other questions. Sincerely, Division of Corporation Finance Office of Technology cc: Matthew Bernstein, Esq.
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United States securities and exchange commission logo
November 10, 2022
Dr. Keyvan Mohajer
Chief Executive Officer
SoundHound AI, Inc.
5400 Betsy Ross Drive
Santa Clara, CA 95054
Re:SoundHound AI, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed October 17, 2022
File No. 333-267501
Dear Dr. Keyvan Mohajer:
We have limited our review of your registration statement to those issues we have
addressed in our comment. In our comment, we may ask you to provide us with information so
we may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information you
provide in response to our comment, we may have additional comments. Our reference to prior
comments are to comments in our October 5, 2022 letter.
Amendment No. 1 to Form S-1
General
1.We note your response to prior comment 2 regarding the 250,000 commitment shares you
are registering for resale by CF Principal Investments LLC. We have considered the
terms of these commitment shares under the purchase agreement, as revised by the side
letter agreement entered into between the company and CF Principal Investments on the
same date. As structured, CF Principal Investments is acting as an underwriter of the
commitment shares in a primary, at-the-market offering of the shares. Since the company
is not eligible to conduct a primary, at-the-marketing offering, provide a fixed price at
which CF Principal Investments will offer the commitment shares and identify CF
Principal Investments as an underwriter of these shares.
FirstName LastNameDr. Keyvan Mohajer
Comapany NameSoundHound AI, Inc.
November 10, 2022 Page 2
FirstName LastName
Dr. Keyvan Mohajer
SoundHound AI, Inc.
November 10, 2022
Page 2
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
Please contact Kathleen Krebs, Special Counsel, at 202-551-3350 or Joshua Shainess,
Legal Branch Chief, at 202-551-7951 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc: Matthew Bernstein, Esq.