SEC Comment Letter 0000000000-23-001481 to SOUNDHOUND AI, INC. (SOUN)
SOUNDHOUND AI, INC.
Date: Feb. 13, 2023 · CIK: 0001840856 · Accession: 0000000000-23-001481
AI Filing Summary & Sentiment
File numbers found in text: 333-267501
Letter
United States securities and exchange commission logo February 13, 2023 Dr. Keyvan Mohajer Chief Executive Officer SoundHound AI, Inc. 5400 Betsy Ross Drive Santa Clara, CA 95054 Re:SoundHound AI, Inc. Amendment No. 3 to Registration Statement on Form S-1 Filed February 10, 2023 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 this comment, we may have additional comments. Amendment No. 3 to Form S-1 Recent Developments, page 9 1.We note you filed a Form 8-K on January 24, 2023 that included a press release issued on the same day providing certain business updates and certain preliminary unaudited financial and other results for the fourth quarter of 2022 and fiscal year 2022. Please provide the material information from the press release in your recent developments section. In addition, where appropriate, please balance your preliminary revenue and gross margin information by presenting other measures of your performance such as operating expenses and net income (loss). To the extent this information is unavailable and you are unable to provide meaningful ranges, then revise your disclosure to provide qualitative disclosure, as applicable, to provide investors with an understanding of whether you have experienced any positive or negative trends in these areas during the period. Lastly, please
FirstName LastNameDr. Keyvan Mohajer Comapany NameSoundHound AI, Inc. February 13, 2023 Page 2 FirstName LastName Dr. Keyvan Mohajer SoundHound AI, Inc. February 13, 2023 Page 2 confirm that actual results for the fourth quarter of 2022 and fiscal year 2022 are not expected to differ materially from the preliminary results. 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
February 13, 2023
Dr. Keyvan Mohajer
Chief Executive Officer
SoundHound AI, Inc.
5400 Betsy Ross Drive
Santa Clara, CA 95054
Re:SoundHound AI, Inc.
Amendment No. 3 to Registration Statement on Form S-1
Filed February 10, 2023
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 this comment, we may have additional comments.
Amendment No. 3 to Form S-1
Recent Developments, page 9
1.We note you filed a Form 8-K on January 24, 2023 that included a press release issued on
the same day providing certain business updates and certain preliminary unaudited
financial and other results for the fourth quarter of 2022 and fiscal year 2022. Please
provide the material information from the press release in your recent developments
section. In addition, where appropriate, please balance your preliminary revenue and gross
margin information by presenting other measures of your performance such as operating
expenses and net income (loss). To the extent this information is unavailable and you are
unable to provide meaningful ranges, then revise your disclosure to provide qualitative
disclosure, as applicable, to provide investors with an understanding of whether you have
experienced any positive or negative trends in these areas during the period. Lastly, please
FirstName LastNameDr. Keyvan Mohajer
Comapany NameSoundHound AI, Inc.
February 13, 2023 Page 2
FirstName LastName
Dr. Keyvan Mohajer
SoundHound AI, Inc.
February 13, 2023
Page 2
confirm that actual results for the fourth quarter of 2022 and fiscal year 2022 are not
expected to differ materially from the preliminary results.
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.