SoundHound AI acquires LivePerson for ~$42.8M in SOUN stock; notes restructured

SOUNDHOUND AI, INC.

Base consideration ~$42.8M in SOUN shares, adjusted for LivePerson cash and in-the-money option exercises.
LivePerson holders get SOUN shares based on 10-day VWAP with $7–$12 collar; transaction not tax-free.
Notes Restructuring: First Lien holders get ~$178M and Second Lien ~$83.2M in SOUN stock plus cash adjustments.
LivePerson must pay $5M termination fee if deal fails under specified conditions (e.g., recommendation change).
Closing requires LivePerson shareholder approval, regulatory clearances, and Notes Restructuring consummation; outside date Oct 2026.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

SOUNDHOUND AI, INC. entered into Merger Agreement with LivePerson, Inc. valued at Acquisition of LivePerson, Inc. for 42,784,532.64 USD minus LivePerson Shortfall Cash plus aggregate (effective 2026-04-21).

Action: entry
Agreement: merger
Counterparty: LivePerson, Inc.
Value: Acquisition of LivePerson, Inc. for 42,784,532.64 USD minus LivePerson Shortfall Cash plus aggregate
Effective: 2026-04-21

Exact text from the filing

On April 21, 2026, SoundHound AI, Inc., a Delaware corporation (the “ Company ”), entered into a Merger Agreement (the “ Merger Agreement ”), by and among the Company, Lightspeed Merger Sub Inc., a Delaware corporation and an indirect wholly owned subsidiary of the Company (“ Merger Sub ”), and LivePerson, Inc., a Delaware corporation (“ LivePerson ”), 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 the Company.

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Source: SEC EDGAR

accession 0001213900-26-045987

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