- SoundHound's independent voice AI platform, built on
proprietary natural language technology, enables businesses to
deliver best-in-class conversational experiences to their customers
across 22 languages.
- Voice AI is projected to be a $160 billion market opportunity
and SoundHound is at the forefront of helping brands build
differentiated, voice-enabled experiences that grow customer
loyalty and deliver value.
- SoundHound has gained wide market adoption and powers the voice
experience in leading global brands including Hyundai,
Mercedes-Benz, Pandora, Mastercard, Deutsche Telekom, Snap, VIZIO,
KIA, and Stellantis, among others.
- Transaction values SoundHound at a pro-forma enterprise value
of approximately $2.1 billion and provides up to $244 million in
gross proceeds, including $133 million from Archimedes’
cash-in-trust and $111 million from a fully-committed common equity
PIPE that is priced at $10.00 per share.
- The PIPE is anchored by Oracle, Koch Industries, and MKaNN
Ventures as well as investments by Cota Capital, VIZIO, HTC, FIH
Mobile (a Foxconn Technology Group company), Structural Capital,
Provco Group, Sompo, Pejman Nozad, and others. The PIPE includes
equal contribution from strategic and financial investors,
demonstrating strong validation of SoundHound’s technology and
business.
- The transaction is expected to close in Q1 of 2022. The
combined company will be named SoundHound AI, Inc. and plans to be
listed on Nasdaq under the new ticker symbol SOUN.
- Management of SoundHound and Archimedes will release a joint
investor webcast to discuss the proposed transaction on November
16, 2021 at 10:00 am ET. The webcast will be viewable at
investors.soundhound.com
SoundHound Inc. (“SoundHound”), a global leader in voice
artificial intelligence (“voice AI”), and Archimedes Tech SPAC
Partners Co. (NASDAQ: “ATSPU” units, “ATSPT” subunits and “ATSPW”
warrants) (“Archimedes”), a blank check company, today announced
they have entered into a definitive merger agreement. The combined
company will be called SoundHound AI, Inc. and is expected to be
publicly listed on Nasdaq under the symbol SOUN following the
closing of the transaction.
This press release features multimedia. View
the full release here:
https://www.businesswire.com/news/home/20211116005518/en/
SoundHound Inc., a global leader in voice
artificial intelligence (Graphic: Business Wire)
SoundHound has developed an independent voice AI platform that
allows businesses across industries to integrate intelligent
conversational voice assistants into their products. SoundHound’s
breakthrough innovations include Speech-to-Meaning® and Deep
Meaning Understanding® technologies that process speech in one step
with speed and accuracy, allowing people to interact with products
and services the same way they do with each other—by simply
talking.
Adoption of voice AI is rapidly expanding, with the market
opportunity expected to reach $160 billion by 2026. Businesses
across industries are realizing that voice is the next frontier for
their brands in the digital revolution and are adopting voice AI to
deliver differentiated customer experiences. Today, SoundHound’s
technology powers the voice experience in millions of products from
leading global brands, including Hyundai, Mercedes-Benz, Pandora,
Mastercard, Deutsche Telekom, Snap, VIZIO, KIA, Stellantis, and
more. SoundHound processes over 100 million queries per month
across the company’s ecosystem of product partnerships. Query
volume doubled in the first half of 2021 and is projected to exceed
1 billion by the end of the year.
"We believe voice AI is poised to create the next major
disruption in computing. Companies across industries recognize that
voice AI is essential to customer retention, brand loyalty, market
competitiveness, and future success. The growing demand for those
companies to own their customer relationships and data have
positioned SoundHound as a leading solution for voice assistants
globally," stated Keyvan Mohajer, CEO and Co-Founder, SoundHound
Inc. "This transaction will accelerate our mission to voice-enable
the world with conversational intelligence."
SoundHound’s leading-edge technology has been developed over the
last 16 years and includes 227 patents granted or pending with
solutions available across cloud-only, embedded-only, and hybrid
connectivity. The technology is available in 22 languages, with
additional languages planned in the near future. The company’s
developer platform, Houndify®, gives clients access to dashboards
and development tools to analyze customer usage and behavior and
better optimize the voice experience of their products.
SoundHound’s custom voice assistants allow businesses to build
customer loyalty and deliver real business value with enhanced
customer experiences and new monetization opportunities. For
example, using SoundHound, businesses can voice-enable their
products so consumers can say things like, “Turn off the air
conditioning and lower the windows,” while in their cars, “Find
romantic comedies released in the last year,” while streaming on
their TV, and even place food orders from their devices or at a
drive-through. Additionally, SoundHound’s technology can address
complex user queries such as, "Show me all restaurants within half
a mile of the Space Needle that are open past 9pm on Wednesdays and
have outdoor seating,” and follow-on qualifications such as "Okay,
don't show me anything with less than 3 stars or fast food."
The SoundHound developer platform, Houndify®, is an open-access
platform that allows developers to leverage SoundHound’s voice AI
technology and a library of over 100 content domains, including
commonly used domains for points of interest, weather, flight
status, sports, and more. Houndify’s Collective AI® is an
architecture for connecting domain knowledge that encourages
collaboration and contribution among developers, is always
learning, and is greater than the sum of its parts—ensuring the
platform continues to become smarter as it grows.
Eric Ball, Chairman of Archimedes, stated, "Much like Apple
disrupted and revolutionized human-machine interaction via the
perfection of touch, SoundHound is poised to disrupt and
revolutionize human-machine interaction via voice. SoundHound, with
its breakthrough natural language technology and Collective AI
approach, as well as its status as an independent voice AI
provider, enables device makers around the world to incorporate
conversational AI into their products and join a growing voice AI
ecosystem, all while retaining full control of their brand.
SoundHound is being embraced by an ever-increasing list of
industry-leading clients, partners and investors and Archimedes is
proud and thrilled to be the one to bring SoundHound to the public
market.”
Following completion of the transaction, SoundHound will
retain its experienced management team, which includes Keyvan
Mohajer (Founder & CEO), Majid Emami (Co-Founder & VP of
Engineering), James Hom (Co-Founder & VP of Products), Michael
Zagorsek (COO), Nitesh Sharan (CFO), Tim Stonehocker (CTO), Kamyar
Mohajer (VP Corporate Strategy & Expansion), Amir Arbabi (VP
Business Development), Angeline Tucker (VP People & Culture),
Warren Heit (VP Legal & General Counsel), and Lisa Flattery (VP
Marketing).
In 2005, SoundHound’s founders, a group of Stanford graduates,
embarked on a journey to build the capability for people to have
conversational interactions with machines. They first developed an
approach to sound recognition that led to a music recognition
mobile app which has received over 315 million downloads worldwide.
Over the next 10 years, the SoundHound team worked on a
fundamentally new technology to revolutionize human-to-device voice
interaction. In 2015, SoundHound unveiled its voice AI platform to
the world. By combining the two-step process of converting
speech-to-text and then text-to-speech into a single step with its
Speech-to-Meaning® technology, SoundHound opened up the possibility
for businesses to build custom voice assistants that deliver
faster, more accurate voice experiences to their customers.
Today, voice assistants are becoming ubiquitous. Universal
adoption of voice interfaces has created an imperative for
companies of all sizes across industries: Extend your brand through
a custom voice assistant to retain your customer relationships and
create a new channel for innovation, monetization, and revenue
generation. In response, leading companies, including automotive
OEMs, consumer electronics, streaming services, telecom companies,
and financial services organizations have turned to SoundHound to
help them create an industry-leading interactive voice
experience.
Prior to today’s announcement, SoundHound has already created an
unprecedented industry alliance with over $280 million of prior
investments from Hyundai, Daimler AG / Mercedes-Benz, Samsung,
Tencent, NVIDIA, Orange, Korea Telecom, Nomura, Midea, Naver, Line,
Cota Capital, Sompo Japan, Walden VC, Kleiner Perkins, Translink
Capital, The Private Shares Fund, Global Catalyst Partners, and
more.
Transaction Details
The transaction is expected to deliver up to $244 million of
gross proceeds, including the contribution of up to $133 million of
cash held in Archimedes’ trust account, subject to redemptions by
Archimedes subunit holders. Of such amount, $111 million will come
from fully-committed common equity PIPE that is priced at $10.00
per share and is anchored by Oracle, Koch Industries, and MKaNN
Ventures as well as investments by Cota Capital, VIZIO, HTC, FIH
Mobile (a Foxconn Technology Group company), Structural Capital,
Provco Group, Sompo, Pejman Nozad, and others.
All cash remaining on Archimedes’ balance sheet at the closing
of the transaction, after paying off transaction expenses, is
expected to remain on SoundHound AI, Inc.’s balance sheet for
working capital, growth capex, and other general corporate
purposes.
The Board of Directors of SoundHound and Archimedes,
respectively, have approved the transaction. The transaction will
require the approval of the stockholders of Archimedes and
SoundHound, and is subject to other customary closing conditions,
including the receipt of certain regulatory approvals. The
transaction is expected to close in the first quarter of 2022.
As part of the transaction, the outstanding equity of SoundHound
will be converted into equity of the combined company.
Advisors
Guggenheim Securities, LLC is serving as exclusive financial
advisor and capital markets advisor to SoundHound. Ellenoff
Grossman & Schole, LLP is serving as legal advisor to
SoundHound.
EarlyBirdCapital, Inc. is serving as financial advisor and Loeb
& Loeb is serving as legal advisor to Archimedes.
Investor Webcast Information
Management of SoundHound and Archimedes will host a joint
investor webcast to discuss the proposed transaction on November
16, 2021, at 10:00 am ET. The investor webcast will be made
available on SoundHound’s website investors.soundhound.com. On the
webcast, the presenters will be reviewing an investor presentation,
which will be available on both Archimedes’ and SoundHound’s
websites. The investor presentation and the transcript of the
webcast, along with the press release, have been filed with the SEC
as exhibits to Archimedes’ Current Report on Form 8-K prior to the
webcast and are available on the SEC website at www.sec.gov.
About SoundHound Inc.
SoundHound Inc., a leading innovator of conversational
intelligence, offers an independent voice AI platform that enables
businesses across industries to deliver best-in-class
conversational experiences to their customers. Built on proprietary
Speech-to-Meaning® and Deep Meaning Understanding® technologies,
SoundHound’s advanced voice AI platform provides exceptional speed
and accuracy and enables humans to interact with products and
services like they interact with each other—by speaking naturally.
SoundHound is trusted by companies around the globe, including
Hyundai, Mercedes-Benz, Pandora, Mastercard, Deutsche Telekom,
Snap, VIZIO, KIA, and Stellantis. www.soundhound.com
About Archimedes Tech SPAC Partners Co.
Archimedes Tech SPAC Partners Co. is a blank check company
formed for the purpose of effecting a merger, share exchange, asset
acquisition, share purchase, reorganization or similar business
combination with one or more businesses in the artificial
intelligence, cloud services, and automotive technology
sectors.
Archimedes is led by Chairman Dr. Eric R. Ball, Chief Executive
Officer & President Stephen N. Cannon, Chief Operating Officer
Daniel Sheehan, Chief Financial Officer Long Long, and advised by
its special advisor, Brent Callinicos.
Archimedes’ units, subunits and warrants are currently trading
on the Nasdaq Capital Market under the symbols “ATSPU,” “ATSPT,”
and “ATSPW,” respectively. Each “ATSPU” unit contains one subunit
and ¼ warrant and holders of the unit may elect to separately trade
the Company’s subunits and warrants included in the units under the
symbols “ATSPT” and “ATSPW,” respectively. Those units not
separated continue to trade on the Nasdaq Capital Market under the
symbol “ATSPU.” Each “ATSPT” subunit contains one share of the
Company’s common stock and ¼ warrant. The subunits will not
separate into shares of the Company’s common stock and warrants
unless and until the Company consummates an initial business
combination. If a holder of the subunit elects to redeem the share
of common stock underlying the subunit for cash in trust upon the
merger, the ¼ warrant underlying the subunit will be forfeited by
the holder.
Important Information and Where to Find It
This press release relates to a proposed transaction between
Archimedes and SoundHound. This press release does not constitute
an offer to sell or exchange, or the solicitation of an offer to
buy or exchange, any securities, nor shall there be any sale of
securities in any jurisdiction in which such offer, sale or
exchange would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. In connection
with the transaction described herein, Archimedes intends to file
relevant materials with the SEC, including a registration statement
on Form S-4, which will include a proxy statement/prospectus.
Security holders are encouraged to carefully review such
information, including the risk factors and other disclosures
therein. The proxy statement/prospectus will be sent to all
Archimedes stockholders. Archimedes also will file other documents
regarding the proposed transaction with the SEC. Before making
any voting or investment decision, investors and security holders
of Archimedes are urged to read the registration statement, the
proxy statement/prospectus and all other relevant documents filed
or that will be filed with the SEC in connection with the proposed
transaction as they become available because they will contain
important information about the proposed transaction.
Investors and security holders will be able to obtain free
copies of the proxy statement/prospectus and all other relevant
documents filed or that will be filed with the SEC by Archimedes
through the website maintained by the SEC at www.sec.gov or via the
website maintained by Archimedes at www.archimedesspac.com or by
emailing Info@ArchimedesSPAC.com.
Participants in the Solicitation
Archimedes and SoundHound and their respective directors and
executive officers may be deemed to be participants in the
solicitation of proxies from Archimedes's stockholders in
connection with the proposed transaction. Information about
Archimedes's directors and executive officers and their ownership
of Archimedes's securities is set forth in Archimedes's filings
with the SEC. Additional information regarding the interests of
those persons and other persons who may be deemed participants in
the proposed transaction may be obtained by reading the proxy
statement/prospectus regarding the proposed transaction when it
becomes available. You may obtain free copies of these documents as
described in the preceding paragraph.
Non-Solicitation
This press release is not a proxy statement or solicitation of a
proxy, consent or authorization with respect to any securities or
in respect of the potential transaction and shall not constitute an
offer to sell or a solicitation of an offer to buy the securities
of Archimedes or SoundHound, nor shall there be any sale of any
such securities in any state or jurisdiction in which such offer,
solicitation, or sale would be unlawful prior to registration or
qualification under the securities laws of such state or
jurisdiction. No offer of securities shall be made except by means
of a prospectus meeting the requirements of the Securities Act of
1933, as amended.
Forward-Looking Statements
Certain statements included in this press release are not
historical facts but are forward-looking statements.
Forward-looking statements generally are accompanied by words such
as "believe," "may," "will," "estimate," "continue," "anticipate,"
"intend," "expect," "should," "would," "plan," "future," "outlook,"
and similar expressions that predict or indicate future events or
trends or that are not statements of historical matters, but the
absence of these words does not mean that a statement is not
forward-looking. These forward-looking statements include, but are
not limited to, statements regarding estimates and forecasts of
other performance metrics and projections of market opportunity.
These statements are based on various assumptions, whether or not
identified in this press release and on the current expectations of
Archimedes’ and SoundHound’s respective management and are not
predictions of actual performance. These forward-looking statements
are provided for illustrative purposes only and are not intended to
serve as, and must not be relied on by any investor as, a
guarantee, an assurance, a prediction or a definitive statement of
fact or probability. Actual events and circumstances are difficult
or impossible to predict and will differ from assumptions. Many
actual events and circumstances are beyond the control of
Archimedes and SoundHound. Some important factors that could cause
actual results to differ materially from those in any
forward-looking statements could include changes in domestic and
foreign business, market, financial, political and legal
conditions.
These forward-looking statements are subject to a number of
risks and uncertainties, including, the inability of the parties to
successfully or timely consummate the Transaction, including the
risk that any required regulatory approvals are not obtained, are
delayed or are subject to unanticipated conditions that could
adversely affect the Company or the expected benefits of the
Transaction, if not obtained; the failure to realize the
anticipated benefits of the Transaction; matters discovered by the
parties as they complete their respective due diligence
investigation of the other parties; the ability of Archimedes prior
to the Business Combination, and the Company following the Business
Combination, to maintain the listing of the Company’s shares on
Nasdaq; costs related to the Transaction; the failure to satisfy
the conditions to the consummation of the Transaction, including
the approval of the definitive merger agreement by the shareholders
of Archimedes, the satisfaction of the minimum cash requirements of
the definitive merger agreement, which is an amount equal to the
PIPE commitments as of the date of the Merger Agreement, following
any redemptions by Archimedes’ public shareholders; the risk that
the Transaction may not be completed by the stated deadline and the
potential failure to obtain an extension of the stated deadline;
the inability to complete a PIPE transaction; the outcome of any
legal proceedings that may be instituted against Archimedes or
SoundHound related to the Transaction; the attraction and retention
of qualified directors, officers, employees and key personnel of
Archimedes and SoundHound prior to the Business Combination, and
the Company following the Business Combination; the ability of the
Company to compete effectively in a highly competitive market; the
ability to protect and enhance SoundHound’s corporate reputation
and brand; the impact from future regulatory, judicial, and
legislative changes in SoundHound’s or the Company’s industry; and,
the uncertain effects of the COVID-19 pandemic; competition from
larger technology companies that have greater resources,
technology, relationships and/or expertise; future financial
performance of the Company following the Business Combination
including the ability of future revenues to meet projected annual
bookings; the ability of the Company to forecast and maintain an
adequate rate of revenue growth and appropriately plan its
expenses; the ability of the Company to generate sufficient revenue
from each of our revenue streams; the ability of the Company’s
patents and patent applications to protect the Company’s core
technologies from competitors; the Company’s ability to manage a
complex set of marketing relationships and realize projected
revenues from subscriptions, advertisements; product sales and/or
services; the Company’s ability to execute its business plans and
strategy; and those factors set forth in documents of Archimedes
filed, or to be filed, with SEC. The foregoing list of risks is not
exhaustive.
If any of these risks materialize or our assumptions prove
incorrect, actual results could differ materially from the results
implied by these forward-looking statements. There may be
additional risks that neither Archimedes nor SoundHound presently
know or that Archimedes and SoundHound currently believe are
immaterial that could also cause actual results to differ from
those contained in the forward-looking statements. In addition,
forward-looking statements reflect Archimedes, and SoundHound’s
current expectations, plans and forecasts of future events and
views as of the date of this press release. Nothing in this press
release should be regarded as a representation by any person that
the forward-looking statements set forth herein will be achieved or
that any of the contemplated results of such forward-looking
statements will be achieved. You should not place undue reliance on
forward-looking statements in this press release, which speak only
as of the date they are made and are qualified in their entirety by
reference to the cautionary statements herein and the risk factors
of Archimedes and SoundHound described above. Archimedes and
SoundHound anticipate that subsequent events and developments will
cause their assessments to change. However, while Archimedes and
SoundHound may elect to update these forward-looking statements at
some point in the future, they each specifically disclaim any
obligation to do so. These forward-looking statements should not be
relied upon as representing Archimedes’ or SoundHound’s assessments
as of any date subsequent to the date of this press release.
Accordingly, undue reliance should not be placed upon the
forward-looking statements.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20211116005518/en/
SoundHound, Inc. Lisa
Flattery (408) 441-3294 SoundHound@hotwireglobal.com
Archimedes Tech SPAC Partners
Co. Peter Wright (617) 454-1088
ArchimedesSPAC@intro-act.com
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