SOUNDHOUND AI, INC. 8K

SoundHound AI, Inc. provided pro forma financials reflecting its acquisition of Interactions Corporation and the pending stock-and-cash merger with LivePerson, Inc., including a preliminary $271.8 million LivePerson purchase price allocation and substantial debt-for-equity restructuring of LivePerson’s secured notes.

SoundHound AI, Inc. filed unaudited pro forma condensed combined financial information under Article 11 of Regulation S-X to illustrate the expected financial impact of its pending acquisition of LivePerson, Inc. and its recently completed acquisition of Interactions Corporation. The LivePerson transaction, governed by an amended and restated Merger Agreement dated July 2, 2026, is structured as a two-step merger in which LivePerson will become an indirect, wholly owned subsidiary of SoundHound, and is paired with a Notes Restructuring Agreement under which secured noteholders will exchange LivePerson’s First Lien Convertible Senior Notes due 2029 and Second Lien Senior Subordinated Secured Notes for SoundHound Class A common stock (with an option for SoundHound to pay cash instead of stock). Total LivePerson consideration is preliminarily estimated at approximately $271.8 million, consisting primarily of SoundHound stock issued to secured noteholders and LivePerson equity holders and up to $7.5 million in cash to Tel Aviv Stock Exchange-listed shareholders, with LivePerson obligated to use commercially reasonable efforts to retire $20.1 million of 0% Convertible Notes due 2026 prior to closing. The filing includes a preliminary purchase price allocation that records approximately $118 million of identifiable intangible assets (developed technology, customer relationships, and trademarks), an estimated $152 million of goodwill, and the elimination of LivePerson’s historical debt, goodwill, certain contract acquisition costs, and internal-use software, along with pro forma adjustments and earnings-per-share calculations assuming the LivePerson merger and Interactions acquisition had occurred as of January 1, 2025.

Filing Facts

CIK

1840856

Ticker

-

Form

8K

Source Type

sec

Accession

0001213900-26-077663

Alert Tier

8