8-K
SOUNDHOUND AI, INC. (SOUN)
UNITED
STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 4, 2023
SOUNDHOUND AI, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-40193 | 85-1286799 |
|---|---|---|
| (State<br> or other jurisdiction<br><br> <br>of incorporation) | (Commission<br>File Number) | (I.R.S.<br> Employer<br><br> <br>Identification<br> No.) |
| 5400 Betsy Ross Drive<br><br> <br>Santa Clara, CA | 95054 | |
| --- | --- | |
| (Address<br> of principal executive offices) | (Zip<br> Code) |
Registrant’s
telephone number, including area code: (408) 441-3200
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written<br>communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
|---|---|---|
| ☐ | Soliciting<br>material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| --- | --- | |
| ☐ | Pre-commencement<br>communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| --- | --- | |
| ☐ | Pre-commencement<br>communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |
| --- | --- | |
| Title of each class | Trading Symbol | Name of each exchange on which registered |
| --- | --- | --- |
| Class A Common Stock, $0.0001 par value per share | SOUN | The Nasdaq Stock Market<br> LLC |
| Warrants, each exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share, subject to adjustment | SOUNW | The Nasdaq Stock Market<br> LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.08. Shareholder Director Nominations.
On May 4, 2023, the board of directors (“Board of Directors”) of SoundHound AI, Inc. (the “Company”) determined that the Company's 2023 Annual Meeting of Stockholders (the “Annual Meeting”) will be held on Thursday, June 29, 2023. It is expected that the Annual Meeting will be held virtually, but the time and location of the Annual Meeting will be as set forth in the Company's definitive proxy statement for the Annual Meeting to be filed with the Securities and Exchange Commission (“SEC”). Pursuant to the Company's Amended and Restated Bylaws (the “Bylaws”), stockholders seeking to bring business before the Annual Meeting or to nominate candidates for election as directors at the Annual Meeting must deliver such proposals or nominations in writing to the principal executive offices of the Company, at 5400 Betsy Ross Drive, Santa Clara, CA 95054, Attention: Corporate Secretary, no later than the close of business on the tenth (10th) day following the date of this report which is May 15, 2023. Any stockholder proposal or director nomination must comply with the processes and procedures outlined in the Bylaws and must also comply with the requirements of Delaware law and the rules and regulations promulgated by the SEC, as applicable.
1
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: May 5, 2023
| SoundHound<br>AI, Inc. | |
|---|---|
| /s/ Keyvan Mohajer | |
| Name: | Keyvan Mohajer |
| Title: | Chief Executive Officer |
2