{"schema_version":"secwatch.filing_event.v1","accession":"0001213900-26-045987","form_type":"8-K","ticker":"SOUN","cik":"0001840856","company_name":"SOUNDHOUND AI, INC.","filed_at":"2026-04-21T23:59:59+00:00","discovered_at":"2026-05-14T18:02:33.093688+00:00","generated_at":"2026-05-15T05:09:44.693081+00:00","sec_items":["1.01","3.02","7.01","9.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":0.85,"calibrated_materiality_score":0.85,"confidence":"high","headline":"SoundHound AI acquires LivePerson for ~$42.8M in SOUN stock; notes restructured","bullets":["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."],"urls":{"canonical":"https://secwatch.observer/filing/0001213900-26-045987","json":"https://secwatch.observer/filing/0001213900-26-045987.json","markdown":"https://secwatch.observer/filing/0001213900-26-045987.md","text":"https://secwatch.observer/filing/0001213900-26-045987.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1840856/000121390026045987/0001213900-26-045987-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1840856/000121390026045987/ea0287117-8k425_sound.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-15T05:09:44.693081+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"2b7d2a761fea9884e8403bb00d9bc9d5de86944f","claim":"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).","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1840856/000121390026045987/0001213900-26-045987-index.htm","confidence":0.95}],"comparable_filings":[{"accession":"0001104659-26-057182","ticker":"RMIX","company_name":"Suncrete, Inc.","filed_at":"2026-05-07T23:59:59+00:00","headline":"Suncrete acquires Nelson Bros. Ready Mix for $42.3M cash + stock; earnout up to $18M","event_type":"m_and_a","sec_items":["1.01","2.01","3.02","7.01","9.01"],"materiality_score":0.8,"calibrated_materiality_score":0.8,"match_reasons":["same fact type: material_agreement","same SEC item: 1.01, 3.02, 7.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-26-057182","json":"https://secwatch.observer/filing/0001104659-26-057182.json","markdown":"https://secwatch.observer/filing/0001104659-26-057182.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/2094433/000110465926057182/0001104659-26-057182-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/2094433/000110465926057182/tm2613866d1_8k.htm"},"side_by_side_evidence":{"fact_type":"material_agreement","source_excerpt":"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.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1840856/000121390026045987/0001213900-26-045987-index.htm","comparable_excerpt":"On May 6, 2026, Suncrete, Inc., a Delaware corporation (the “Company”), through its subsidiary Hope Concrete, LLC, a Texas limited liability company (“Purchaser”), entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”) and related agreements with the owners of Nelson Bros. Ready Mix, LLC, a Texas limited liability company (the “Target”), to acquire 100% of the ownership interests of Target","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/2094433/000110465926057182/0001104659-26-057182-index.htm"}},{"accession":"0001193125-26-251752","ticker":null,"company_name":"Enviri II Corp","filed_at":"2026-06-01T21:18:36+00:00","headline":"New Enviri completes spin-off; starts trading June 2 under NVRI; ~$1.2B revenue, ~$140M EBITDA","event_type":"m_and_a","sec_items":["1.01","2.03","3.03","5.03","5.01","5.02","5.05","7.01","9.01"],"materiality_score":0.9,"calibrated_materiality_score":0.9,"match_reasons":["same fact type: material_agreement","same SEC item: 1.01, 7.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-251752","json":"https://secwatch.observer/filing/0001193125-26-251752.json","markdown":"https://secwatch.observer/filing/0001193125-26-251752.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/2104052/000119312526251752/0001193125-26-251752-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/2104052/000119312526251752/d258410d8k.htm"},"side_by_side_evidence":{"fact_type":"material_agreement","source_excerpt":"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.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1840856/000121390026045987/0001213900-26-045987-index.htm","comparable_excerpt":"On June 1, 2026, New Enviri entered into a transition services agreement (the “Transition Services Agreement”) with CLEH pursuant to which New Enviri will provide certain services to CLEH on an interim, transitional basis.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/2104052/000119312526251752/0001193125-26-251752-index.htm"}},{"accession":"0001829126-26-005923","ticker":"TACH","company_name":"Titan Acquisition Corp.","filed_at":"2026-06-01T21:15:47+00:00","headline":"Titan Acquisition Corp enters $800M deal to combine with OpenPayd","event_type":"m_and_a","sec_items":["1.01","7.01","9.01"],"materiality_score":0.75,"calibrated_materiality_score":0.75,"match_reasons":["same fact type: material_agreement","same SEC item: 1.01, 7.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001829126-26-005923","json":"https://secwatch.observer/filing/0001829126-26-005923.json","markdown":"https://secwatch.observer/filing/0001829126-26-005923.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/2009183/000182912626005923/0001829126-26-005923-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/2009183/000182912626005923/titanacq_8k.htm"},"side_by_side_evidence":{"fact_type":"material_agreement","source_excerpt":"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.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1840856/000121390026045987/0001213900-26-045987-index.htm","comparable_excerpt":"On June 1, 2026, Titan Acquisition Corp, a Cayman Islands exempted company (“Titan”), entered into a Business Combination Agreement (the “Business Combination Agreement”), by and among OpenPayd Global Holdings Limited, a Cayman Islands exempted company (“PubCo”), Titan Acquisition Sponsor Holdco LLC, a Delaware limited liability company (the “Sponsor”), solely in its capacity as the Purchaser Representative, OpenPayd Holdings Limited, a company limited by shares incorporated in England and Wales (“Company”), Ozan Özerk, solely in his capacity as the Company Shareholders Representative, and the shareholders of the Company party thereto (collectively, the “Parties”).","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/2009183/000182912626005923/0001829126-26-005923-index.htm"}},{"accession":"0001193125-26-251442","ticker":"RPAY","company_name":"Repay Holdings Corp","filed_at":"2026-06-01T20:14:04+00:00","headline":"REPAY closes $372M acquisition of KUBRA, funded with new $500M term loan","event_type":"m_and_a","sec_items":["1.01","2.01","1.02","9.01","2.03","7.01"],"materiality_score":0.85,"calibrated_materiality_score":0.85,"match_reasons":["same fact type: material_agreement","same SEC item: 1.01, 7.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-251442","json":"https://secwatch.observer/filing/0001193125-26-251442.json","markdown":"https://secwatch.observer/filing/0001193125-26-251442.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1720592/000119312526251442/0001193125-26-251442-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1720592/000119312526251442/rpay-20260601.htm"},"side_by_side_evidence":{"fact_type":"material_agreement","source_excerpt":"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.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1840856/000121390026045987/0001213900-26-045987-index.htm","comparable_excerpt":"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.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1720592/000119312526251442/0001193125-26-251442-index.htm"}},{"accession":"0001683168-26-003637","ticker":"UMAC","company_name":"Unusual Machines, Inc.","filed_at":"2026-05-11T23:59:59+00:00","headline":"Unusual Machines signs $52M merger to acquire Upgrade Energy (battery/power systems)","event_type":"m_and_a","sec_items":["1.01","7.01","9.01"],"materiality_score":0.85,"calibrated_materiality_score":0.85,"match_reasons":["same fact type: material_agreement","same SEC item: 1.01, 7.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001683168-26-003637","json":"https://secwatch.observer/filing/0001683168-26-003637.json","markdown":"https://secwatch.observer/filing/0001683168-26-003637.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1956955/000168316826003637/0001683168-26-003637-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1956955/000168316826003637/umac_8k.htm"},"side_by_side_evidence":{"fact_type":"material_agreement","source_excerpt":"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.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1840856/000121390026045987/0001213900-26-045987-index.htm","comparable_excerpt":"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).","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1956955/000168316826003637/0001683168-26-003637-index.htm"}},{"accession":"0001193125-26-214743","ticker":"CTGO","company_name":"Contango Silver & Gold Inc.","filed_at":"2026-05-08T23:59:59+00:00","headline":"Contango Silver & Gold acquires Lucky Shot for $16.1M; reports high-grade gold intercepts","event_type":"m_and_a","sec_items":["1.01","1.02","2.03","7.01","9.01"],"materiality_score":0.75,"calibrated_materiality_score":0.75,"match_reasons":["same fact type: material_agreement","same SEC item: 1.01, 7.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-214743","json":"https://secwatch.observer/filing/0001193125-26-214743.json","markdown":"https://secwatch.observer/filing/0001193125-26-214743.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1502377/000119312526214743/0001193125-26-214743-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1502377/000119312526214743/ctgo-20260504.htm"},"side_by_side_evidence":{"fact_type":"material_agreement","source_excerpt":"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.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1840856/000121390026045987/0001213900-26-045987-index.htm","comparable_excerpt":"(“Contango” or the “Company”), entered into a purchase and sale agreement (the “Purchase Agreement”) and executed a promissory note (the “Promissory Note”) with Alaska Hardrock Inc. (“AHI”) to acquire 100% ownership of the Company’s Lucky Shot project, located in the Willow Mining District about 75 miles north of Anchorage, Alaska (“Lucky Shot”).","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1502377/000119312526214743/0001193125-26-214743-index.htm"}},{"accession":"0001193125-26-210231","ticker":"COLD","company_name":"AMERICOLD REALTY TRUST","filed_at":"2026-05-07T23:59:59+00:00","headline":"Americold forms $1.3B cold storage JV with EQT; receives $1.1B debt repayment proceeds","event_type":"m_and_a","sec_items":["1.01","7.01","9.01"],"materiality_score":0.8,"calibrated_materiality_score":0.8,"match_reasons":["same fact type: material_agreement","same SEC item: 1.01, 7.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-210231","json":"https://secwatch.observer/filing/0001193125-26-210231.json","markdown":"https://secwatch.observer/filing/0001193125-26-210231.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1455863/000119312526210231/0001193125-26-210231-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1455863/000119312526210231/d95141d8k.htm"},"side_by_side_evidence":{"fact_type":"material_agreement","source_excerpt":"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.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1840856/000121390026045987/0001213900-26-045987-index.htm","comparable_excerpt":"On May 7, 2026, Americold Realty Operating Partnership, LP, a Delaware limited partnership, MHG Gateway Properties, LLC, a New Jersey limited liability company, ART Mortgage Borrower Propco 2010 - 5 LLC, a Delaware limited liability company, Americold New TRS Sub 1, LLC, a Delaware limited liability company, Americold Real Estate, L.P., a Delaware limited partnership, ART Mortgage Borrower Propco 2010 - 4 LLC, a Delaware limited liability company, New Hall’s Warehouse LLC, a New Jersey limited liability company and Americold Russellville, LLC, an Arkansas limited liability company, each a subsidiary of Americold Realty Trust, Inc. (the “ Company ”) and Snowfall Topco LP, an affiliate of EQT entered into a contribution agreement (the “ Contribution Agreement ” and the transactions described therein, the “ JV Transaction ”), which was unanimously approved by the Company’s Board of Directors (the “Board”), upon the unanimous recommendation of the Finance Committee of the Board, to create","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1455863/000119312526210231/0001193125-26-210231-index.htm"}},{"accession":"0001493152-26-021767","ticker":"SHPH","company_name":"Shuttle Pharmaceuticals Holdings, Inc.","filed_at":"2026-05-07T23:59:59+00:00","headline":"Shuttle Pharma completes merger with United Dogecoin, pivots to crypto, raises $9.55M PIPE","event_type":"m_and_a","sec_items":["1.01","2.01","3.02","3.03","5.02","5.03","9.01"],"materiality_score":0.95,"calibrated_materiality_score":0.95,"match_reasons":["same fact type: material_agreement","same SEC item: 1.01, 3.02, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001493152-26-021767","json":"https://secwatch.observer/filing/0001493152-26-021767.json","markdown":"https://secwatch.observer/filing/0001493152-26-021767.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1757499/000149315226021767/0001493152-26-021767-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1757499/000149315226021767/form8-k.htm"},"side_by_side_evidence":{"fact_type":"material_agreement","source_excerpt":"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.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1840856/000121390026045987/0001213900-26-045987-index.htm","comparable_excerpt":"On May 6, 2026 (the “ Closing Date ”), Shuttle Pharmaceuticals Holdings, Inc., a Delaware corporation (“ Shuttle ” or “ Acquiror ”), completed its previously announced merger pursuant to an Agreement and Plan of Merger (the “ Merger Agreement ”), entered into on April 30, 2026 by and among the Acquiror, Shuttle Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Shuttle (“ Merger Sub ”) and United Dogecoin Inc., a Delaware corporation (the “ Company ”).","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1757499/000149315226021767/0001493152-26-021767-index.htm"}}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}