SOUNDHOUND AI, INC. (SOUN): M&A transaction — SoundHound AI acquires Amelia Holdings for $80M in cash and stock; assumes $39.7M term loan

SOUNDHOUND AI, INC.

Upfront consideration of $80M: $10M cash and 13,084,112 shares of Class A common stock at $5.35/share.
Up to 16,822,429 additional earnout shares based on Amelia achieving revenue targets for 2025 and 2026.
Assumed Monroe Capital term loan; paid $70M leaving $39.69M balance; SOFR+9.0% cash margin +1.0% PIK; matures June 30, 2026.
Acquisition closed on August 7, 2024; Amelia merged into Firehorse Merger Sub, a wholly owned subsidiary.
Shares issued in the acquisition are exempt from registration under Section 4(a)(2) and Regulation D.

item 1.01 item 2.01 item 2.03 item 3.02 item 9.01

Key facts

Extracted from this filing and checked against the source text.

M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

SOUNDHOUND AI, INC. completed an acquisition involving IPSoft Global Holdings, Inc. and BuildGroup, LLC for $80 million consisting of $10 million in cash and 13,084,112 shares (closed 2024-08-07).

Action: acquisition
Counterparty: IPSoft Global Holdings, Inc. and BuildGroup, LLC
Consideration: $80 million consisting of $10 million in cash and 13,084,112 shares
Closing: 2024-08-07

Exact text from the filing

(the “Purchase Agreement”). Pursuant to the terms and conditions of the Purchase Agreement, promptly after the Effective Date, the Company will pay a total consideration of $80 million consisting of $10 million in cash and 13,084,112 shares of the Company’s Class A common stock (the “Shares”) priced at $5.35 per Share, subject to adjustments set forth in the

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Source: SEC EDGAR

accession 0001213900-24-066351

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