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): September 13, 2023
_________________________________________
SOUNDHOUND AI, INC.
(Exact name of registrant as specified in its charter)
_________________________________________
| Delaware | 001-40193 | 85-1286799 | |||
|---|---|---|---|---|---|
| (State or other jurisdiction<br><br>of incorporation) | (Commission File<br><br>Number) | (I.R.S. Employer<br><br>Identification No.) | 5400 Betsy Ross Drive<br><br>Santa Clara, CA | 95054 | |
| --- | --- | ||||
| (Address of principal executive offices) | (Zip 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):
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||||
|---|---|---|---|---|---|
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||||
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | ||||
| o | Pre-commencement 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 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 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 x
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. o
Item 4.01 Changes in Registrant’s Certifying Accountant.
On September 13, 2023, the Audit Committee of the Board of Directors of SoundHound AI, Inc. (the “Company”) appointed PricewaterhouseCoopers LLP (“PwC”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023, effective immediately. As previously disclosed in the Company’s Current Report on Form 8-K filed on August 4, 2023, Armanino LLP (“Armanino”), the Company’s predecessor auditor, informed the Company that Armanino would resign effective as of the earlier of (i) the date the Company engages a new independent registered public accounting firm or (ii) the filing of the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2023, as a result of Armanino’s determination to cease providing certain services to public companies. As a result, Armanino ceased to serve as the Company’s auditors effective as of September 13, 2023.
In accordance with Item 304(a)(3) of Regulation S-K, the Company provided Armanino with a copy of the disclosures it is making in this Current Report on Form 8-K and requested from Armanino a letter addressed to the Securities and Exchange Commission indicating whether it agrees with such disclosures. A copy of Armanino’s letter dated September 13, 2023 is attached as Exhibit 16.1 hereto.
Item 9.01 Financial Statements and Exhibits.
| Exhibit Number | Description |
|---|---|
| 16.1 | Letter from Armanino to the Securities and Exchange Commission dated September 13, 2023. |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: September 13, 2023 | SoundHound AI, Inc. | ||
|---|---|---|---|
| By: | /s/ Keyvan Mohajer | ||
| Name: | Keyvan Mohajer | ||
| Title: | Chief Executive Officer |
3
Document
Exhibit 16.1
Armanino LLP
50 West San Fernando Street
Suite 500
San Jose, CA, 95113
408 200 6400 main
408.200.6401 fax
Armanino.com
September 13, 2023
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Commissioners:
We have read Item 4.01 of the Current Report on Form 8-K of SoundHound AI, Inc. dated September 13, 2023, and agree with the statements concerning our firm contained therein. We have no basis to agree or disagree with other statements of the registrant contained therein.
Very truly yours,
/s/ Armanino LLP
San Jose, California