LivePerson to be acquired by SoundHound AI in all-stock deal; value anchored at ~$42.8M aggregate consideration

This filing

The By-Laws Amendment adds a new Article X, which provides that, unless LivePerson otherwise consents to an alternative forum in writing, (i) the Court of Chancery of the State of Delaware is designated as the sole and exclusive forum for certain specified legal actions involving LivePerson and (ii) the federal district courts of the United States of America, to the fullest extent permitted by law, are designated as the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended.

Comparable filing

In connection with the Spin-Off, the Board adopted the Code of Conduct, a copy of which is available on New Enviri’s website at www.enviri.com.

This filing

The By-Laws Amendment adds a new Article X, which provides that, unless LivePerson otherwise consents to an alternative forum in writing, (i) the Court of Chancery of the State of Delaware is designated as the sole and exclusive forum for certain specified legal actions involving LivePerson and (ii) the federal district courts of the United States of America, to the fullest extent permitted by law, are designated as the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended.

Comparable filing

On May 6, 2026, the Board of Directors approved and adopted an amendment (the “ Forum Selection Amendment ”) to the Company’s existing By-Laws that amends Article VIII, Section 8.1 of the By-Laws of the Company.

This filing

The By-Laws Amendment adds a new Article X, which provides that, unless LivePerson otherwise consents to an alternative forum in writing, (i) the Court of Chancery of the State of Delaware is designated as the sole and exclusive forum for certain specified legal actions involving LivePerson and (ii) the federal district courts of the United States of America, to the fullest extent permitted by law, are designated as the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended.

Comparable filing

As a result of the Business Combination, the Company ceased being a shell company

This filing

On April 21, 2026, LivePerson, Inc., a Delaware corporation (“ LivePerson ”), entered into a Merger Agreement (the “ Merger Agreement ”), by and among LivePerson, SoundHound AI, Inc., a Delaware corporation (“ SoundHound ”) and Lightspeed Merger Sub Inc., a Delaware corporation and an indirect wholly owned subsidiary of SoundHound (“ Merger Sub ”), pursuant to which, on the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into LivePerson (the “ Merger ”), with LivePerson surviving the Merger as an indirect wholly owned subsidiary of SoundHound.

Comparable filing

On June 1, 2026 (the “Closing Date”), Repay Holdings Corporation (the “Company” or “REPAY”), its wholly owned subsidiary, Hawk Parent Holdings LLC, a Delaware limited liability company (the “Borrower”) and certain subsidiaries of the Company party thereto, as guarantors, entered into a Credit Agreement (the “Credit Agreement”) with certain financial institutions party thereto, as lenders, and Truist Bank, as administrative agent.

This filing

On April 21, 2026, LivePerson, Inc., a Delaware corporation (“ LivePerson ”), entered into a Merger Agreement (the “ Merger Agreement ”), by and among LivePerson, SoundHound AI, Inc., a Delaware corporation (“ SoundHound ”) and Lightspeed Merger Sub Inc., a Delaware corporation and an indirect wholly owned subsidiary of SoundHound (“ Merger Sub ”), pursuant to which, on the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into LivePerson (the “ Merger ”), with LivePerson surviving the Merger as an indirect wholly owned subsidiary of SoundHound.

Comparable filing

On May 7, 2026, Unusual Machines, Inc. (the “Company”), a manufacturer of NDAA-compliant drone components, entered into a $52 million agreement and plan of merger (the “Merger Agreement”), with Upgrade Energy LLC, a newly formed subsidiary of the Company (the “Surviving Company”), DroneNX LLC d/b/a Upgrade Energy (“Upgrade”), and Matthew Barnard as the Member Representative of Upgrade, pursuant to which, the Surviving Company, will acquire all of the property, rights, privileges, licenses, powers and authority of Upgrade in exchange for 1,792,012 shares of Company common stock at $13.9508 per share and $1 million cash at closing with a potential post-closing earn-out payment of up to $26 million in cash, subject to the Surviving Company achieving an annual revenue target of $10 million during a two-year calculation period following the date of the Merger Agreement (with proportional adjustment for the second year).

This filing

On April 21, 2026, LivePerson, Inc., a Delaware corporation (“ LivePerson ”), entered into a Merger Agreement (the “ Merger Agreement ”), by and among LivePerson, SoundHound AI, Inc., a Delaware corporation (“ SoundHound ”) and Lightspeed Merger Sub Inc., a Delaware corporation and an indirect wholly owned subsidiary of SoundHound (“ Merger Sub ”), pursuant to which, on the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into LivePerson (the “ Merger ”), with LivePerson surviving the Merger as an indirect wholly owned subsidiary of SoundHound.

Comparable filing

As previously disclosed, European Wax Center, Inc., a Delaware corporation (the “ Company ”), entered into an Agreement and Plan of Merger, dated as of February 9, 2026 (the “ Merger Agreement ”), by and among Glow Midco, LLC, a Delaware limited liability company (“ Parent ”), Glow Merger Sub 1, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“ Merger Sub Inc. ”), Glow Merger Sub 2, LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“ Merger Sub LLC ,” and together with Merger Sub Inc., the “ Merger Subs ”) and EWC Ventures, LLC, a Delaware limited liability company (“ Opco ”), pursuant to which (i) Merger Sub Inc. merged with and into the Company (the “ Corporate Merger ”), with the Company surviving the Corporate Merger as the surviving corporation (the “ Surviving Corporation ”) and a wholly owned subsidiary of Parent and (ii) Merger Sub LLC merged with and into Opco, with Opco surviving as the surviving limited liability company

This filing

The By-Laws Amendment adds a new Article X, which provides that, unless LivePerson otherwise consents to an alternative forum in writing, (i) the Court of Chancery of the State of Delaware is designated as the sole and exclusive forum for certain specified legal actions involving LivePerson and (ii) the federal district courts of the United States of America, to the fullest extent permitted by law, are designated as the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended.

Comparable filing

On May 7, 2026, the Company filed an amendment to the Company’s restated certificate of incorporation (the “ Authorized Share Charter Amendment ”), effective as of such date, increasing the number of authorized shares of Company Common Stock from 1,000,000,000 to 2,000,000,000.

This filing

On April 21, 2026, LivePerson, Inc., a Delaware corporation (“ LivePerson ”), entered into a Merger Agreement (the “ Merger Agreement ”), by and among LivePerson, SoundHound AI, Inc., a Delaware corporation (“ SoundHound ”) and Lightspeed Merger Sub Inc., a Delaware corporation and an indirect wholly owned subsidiary of SoundHound (“ Merger Sub ”), pursuant to which, on the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into LivePerson (the “ Merger ”), with LivePerson surviving the Merger as an indirect wholly owned subsidiary of SoundHound.

Comparable filing

On May 9, 2026, Emerald Holding, Inc., a Delaware corporation (the “ Company ”), entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) with Emma Buyer, LLC, a Delaware limited liability company (“ Parent ”), and Emma Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“ Merger Sub ”).