Document And Entity Information
Document And Entity Information | 12 Months Ended |
Dec. 31, 2021 | |
Document Information Line Items | |
Entity Registrant Name | ARCHIMEDES TECH SPAC PARTNERS CO |
Document Type | S-4/A |
Amendment Flag | true |
Amendment Description | Amendment No. 2 |
Entity Central Index Key | 0001840856 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Incorporation, State or Country Code | DE |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash and cash equivalent | $ 235,295 | |
Prepaid expenses | 98,066 | |
Total current assets | 333,361 | |
Marketable securities held in Trust Account | 133,010,583 | |
Total Assets | 133,343,944 | |
Current liabilities | ||
Accrued expenses and liabilities | 247,868 | |
Due to related party | 1,816 | 716 |
Total current liabilities | 249,684 | 716 |
Warrant liability | 247,514 | |
Total liabilities | 497,198 | 716 |
Commitments and Contingencies | ||
Common stock subject to possible redemption, 13,300,000 shares and 0 shares at redemption value as of December 31, 2021 and 2020, respectively | 133,010,583 | |
Stockholders’ Deficit: | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | ||
Common stock, value | 416 | |
Additional paid-in-capital | 818,347 | |
Accumulated deficit | (982,600) | (716) |
Total Stockholders’ Deficit | (163,837) | (716) |
Total Liabilities and Stockholders’ Deficit | 133,343,944 | |
SoundHound, Inc. | ||
Current assets | ||
Cash and cash equivalent | 21,626,000 | 43,692,000 |
Restricted cash equivalents | 460,000 | 230,000 |
Accounts receivable, net of allowances of $109 as of December 31, 2021 and December 31, 2020, respectively | 2,060,000 | 3,575,000 |
Prepaid expenses and other current assets | 2,193,000 | 1,452,000 |
Debt issuance cost | 1,132,000 | |
Total current assets | 27,471,000 | 48,949,000 |
Restricted cash equivalents, non-current | 736,000 | 1,060,000 |
Right-of-use assets | 10,291,000 | |
Property and equipment, net | 6,155,000 | 10,435,000 |
Deferred tax asset | 2,169,000 | 2,282,000 |
Other assets | 2,381,000 | 911,000 |
Total Assets | 49,203,000 | 63,637,000 |
Current liabilities | ||
Accounts payable | 3,760,000 | 3,336,000 |
Accrued expenses and liabilities | 7,298,000 | 3,411,000 |
Capital lease obligation, current portion | 2,331,000 | |
Operating lease liabilities, current portion | 3,281,000 | |
Financing lease liabilities, current portion | 1,301,000 | |
Income tax liability | 2,737,000 | 2,953,000 |
Deferred rent, current portion | 414,000 | |
Deferred revenue, current portion | 6,042,000 | 12,078,000 |
Convertible notes, current portion | 29,868,000 | |
Derivative liability | 3,488,000 | |
Note payable, current portion | 29,964,000 | |
Total current liabilities | 87,739,000 | 24,523,000 |
Capital lease obligation, net of current portion | 1,252,000 | |
Operating lease liabilities, net of current portion | 8,611,000 | |
Financing lease liabilities, net of current portion | 292,000 | |
Deferred rent, net of current portion | 1,511,000 | |
Deferred revenue, net of current portion | 14,959,000 | 19,204,000 |
Derivative and warrant liability | 4,384,000 | |
Convertible notes, net of current portion | 13,058,000 | |
Other liabilities | 1,336,000 | 2,371,000 |
Total liabilities | 112,937,000 | 66,303,000 |
Commitments and Contingencies | ||
Redeemable convertible preferred stock; $0.0001 par value; 26,316,129 shares authorized; 19,248,537 and 19,132,387 shares issued and outstanding, liquidation preference of $284,826 and $284,047 as of December 31, 2021 and December 31, 2020, respectively | 279,503,000 | 273,687,000 |
Stockholders’ Deficit: | ||
Common stock, value | 1,000 | 1,000 |
Additional paid-in-capital | 43,491,000 | 30,836,000 |
Accumulated other comprehensive loss | (1,000) | |
Accumulated deficit | (386,729,000) | (307,189,000) |
Total Stockholders’ Deficit | (343,237,000) | (276,353,000) |
Total Liabilities and Stockholders’ Deficit | $ 49,203,000 | $ 63,637,000 |
Balance Sheets (Parentheticals)
Balance Sheets (Parentheticals) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Common stock subject to possible redemption | 13,300,000 | 0 |
Preferred stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 31,000,000 |
Common stock, shares issued | 4,161,000 | 0 |
Common stock, shares outstanding | 4,161,000 | 0 |
SoundHound, Inc. | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 45,000,000 | 45,000,000 |
Common stock, shares issued | 12,280,051 | 11,818,761 |
Common stock, shares outstanding | 12,280,051 | 11,818,761 |
Net of allowances (in Dollars) | $ 109 | $ 109 |
Redeemable convertible preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Redeemable convertible preferred stock, shares authorized | 26,316,129 | 26,316,129 |
Redeemable convertible preferred stock, shares issued | 19,248,537 | 19,132,387 |
Redeemable convertible preferred stock, shares outstanding | 19,248,537 | 19,132,387 |
Liquidation preference (in Dollars) | $ 284,826 | $ 284,047 |
Statement of Operations
Statement of Operations - USD ($) | 4 Months Ended | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Formation and operating costs | $ 716 | $ 1,015,260 | |
Loss from operations | (716) | (1,015,260) | |
Trust interest income | 10,583 | ||
Unrealized gain on change in fair value of warrants | 22,793 | ||
Provision for income taxes | |||
Total other income | 33,376 | ||
Net loss | $ (716) | $ (981,884) | |
Basic and diluted weighted average shares outstanding, common stock subject to redemption (in Shares) | 10,589,315 | ||
Basic and diluted net income per share attributable to common stock subject to redemption (in Dollars per share) | $ 0.28 | ||
Basic and diluted weighted average shares outstanding, common stock (in Shares) | 3,959,088 | ||
Basic and diluted (in Dollars per share) | $ (0.99) | ||
SoundHound, Inc. [Member] | |||
Loss from operations | $ (65,327,000) | (66,004,000) | |
Interest expense | (8,342,000) | (2,269,000) | |
Other expense, net | (5,415,000) | (5,396,000) | |
Total other expense, net | (13,757,000) | (7,665,000) | |
Loss before provision for income taxes | (79,084,000) | (73,669,000) | |
Provision for income taxes | 456,000 | 738,000 | |
Deemed dividend related to the exchange of redeemable convertible preferred stock series D-3A for redeemable convertible preferred stock series D-3 | (3,182,000) | ||
Net loss attributable to common stockholders | (79,540,000) | (77,589,000) | |
Net loss | $ (79,540,000) | $ (74,407,000) | |
Basic and diluted weighted average shares outstanding, common stock (in Shares) | 12,104,523 | 11,780,078 | |
Basic and diluted (in Dollars per share) | $ (6.57) | $ (6.59) | |
Revenues | $ 21,197,000 | $ 13,017,000 | |
Operating expenses: | |||
Cost of revenues | 6,585,000 | 5,863,000 | |
Sales and marketing | 4,240,000 | 4,739,000 | |
Research and development | 59,178,000 | 54,279,000 | |
General and administrative | 16,521,000 | 14,140,000 | |
Total operating expenses | 86,524,000 | 79,021,000 | |
Other comprehensive gain: | |||
Unrealized holding gain on available-for-sale securities, net of tax | 1,000 | 5,000 | |
Comprehensive loss | $ (79,539,000) | $ (74,402,000) |
Statement of Changes in Stockho
Statement of Changes in Stockholder’s Equity - USD ($) | SoundHound, Inc.Common Stock | SoundHound, Inc.Additional Paid-in Capital | SoundHound, Inc.Accumulated Deficit | SoundHound, Inc.Redeemable Convertible Preferred Stock | SoundHound, Inc.Accumulated Other Comprehensive Loss | SoundHound, Inc. | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at Dec. 31, 2019 | $ 1,000 | $ 25,936,000 | $ (232,782,000) | $ 223,641,000 | $ (6,000) | $ (206,851,000) | ||||
Balance (in Shares) at Dec. 31, 2019 | 11,750,082 | 17,784,975 | ||||||||
Issuance of redeemable convertible Series D3 preferred stock Preferred stock exchange at $33.00 per share | $ 15,000,000 | |||||||||
Issuance of redeemable convertible Series D3 preferred stock Preferred stock exchange at $33.00 per share (in Shares) | 454,545 | |||||||||
Issuance of redeemable convertible Series D3 preferred stock Preferred stock exchange at $40.00 per share | $ 1,000,000 | |||||||||
Issuance of redeemable convertible Series D3 preferred stock Preferred stock exchange at $40.00 per share (in Shares) | 25,000 | |||||||||
Conversion of convertible notes for redeemable convertible Series D-3 preferred stock | $ 30,664,000 | |||||||||
Conversion of convertible notes for redeemable convertible Series D-3 preferred stock (in Shares) | 766,293 | |||||||||
Preferred stock exchange (D-3 to D-3A) | (3,182,000) | $ 3,182,000 | (3,182,000) | |||||||
Issuance of redeemable convertible Series B preferred stock upon net exercise of Series B Warrants | 1,931,000 | $ 200,000 | 1,931,000 | |||||||
Issuance of redeemable convertible Series B preferred stock upon net exercise of Series B Warrants (in Shares) | 101,574 | |||||||||
Issuance of common stock upon exercise of stock options | 254,000 | 254,000 | ||||||||
Issuance of common stock upon exercise of stock options (in Shares) | 68,679 | |||||||||
Other comprehensive gain, net of tax | 5,000 | 5,000 | ||||||||
Stock-based compensation | 5,897,000 | 5,897,000 | ||||||||
Net loss | (74,407,000) | (74,407,000) | ||||||||
Balance at Dec. 31, 2020 | $ 1,000 | 30,836,000 | (307,189,000) | $ 273,687,000 | (1,000) | (276,353,000) | $ (716) | $ (716) | ||
Balance (in Shares) at Dec. 31, 2020 | 11,818,761 | 19,132,387 | ||||||||
Balance at Sep. 14, 2020 | ||||||||||
Balance (in Shares) at Sep. 14, 2020 | ||||||||||
Net loss | (716) | (716) | ||||||||
Balance at Dec. 31, 2020 | $ 1,000 | 30,836,000 | (307,189,000) | $ 273,687,000 | (1,000) | (276,353,000) | (716) | (716) | ||
Balance (in Shares) at Dec. 31, 2020 | 11,818,761 | 19,132,387 | ||||||||
Sale of 12,000,000 Units through IPO | $ 1,200 | 119,998,800 | 120,000,000 | |||||||
Sale of 12,000,000 Units through IPO (in Shares) | 12,000,000 | |||||||||
Sale of 1,300,000 Units through over-allotment | $ 130 | 12,999,870 | 13,000,000 | |||||||
Sale of 1,300,000 Units through over-allotment (in Shares) | 1,300,000 | |||||||||
Sale of 416,000 Private Units in private placement | $ 42 | 4,159,958 | 4,160,000 | |||||||
Sale of 416,000 Private Units in private placement (in Shares) | 416,000 | |||||||||
Issuance of representative shares | $ 42 | 2,024,421 | 2,024,463 | |||||||
Issuance of representative shares (in Shares) | 420,000 | |||||||||
Common stock issued to initial stockholders | $ 345 | 24,655 | 25,000 | |||||||
Common stock issued to initial stockholders (in Shares) | 3,450,000 | |||||||||
Forfeiture of founder shares | $ (13) | 13 | ||||||||
Forfeiture of founder shares (in Shares) | (125,000) | |||||||||
Underwriting fee | (2,660,000) | (2,660,000) | ||||||||
Offering costs charged to the stockholders’ equity | (2,449,810) | (2,449,810) | ||||||||
Initial classification of warrant liability | (270,307) | (270,307) | ||||||||
Reclassification of offering costs related to Public Shares | 4,779,936 | 4,779,936 | ||||||||
Issuance of common stock warrants | 3,843,000 | 3,843,000 | ||||||||
Issuance of redeemable convertible Series C preferred stock upon net exercise of Series C Warrants | $ 5,816,000 | |||||||||
Issuance of redeemable convertible Series C preferred stock upon net exercise of Series C Warrants (in Shares) | 116,150 | |||||||||
Issuance of common stock upon exercise of stock options | 2,490,000 | 2,490,000 | ||||||||
Issuance of common stock upon exercise of stock options (in Shares) | 461,290 | |||||||||
Other comprehensive gain, net of tax | 1,000 | 1,000 | ||||||||
Stock-based compensation | 6,322,000 | 6,322,000 | ||||||||
Net loss | (79,540,000) | (79,540,000) | (981,884) | (981,884) | ||||||
Initial value of common stock subject to possible redemption | $ (1,330) | (124,412,583) | (124,413,913) | |||||||
Initial value of common stock subject to possible redemption (in Shares) | (13,300,000) | |||||||||
Accretion of common stock to redemption value | (13,366,023) | (13,366,023) | ||||||||
Accretion of common stock to redemption value (interest earned on trust account) | (10,583) | (10,583) | ||||||||
Balance at Dec. 31, 2021 | $ 1,000 | $ 43,491,000 | $ (386,729,000) | $ 279,503,000 | $ (343,237,000) | $ 416 | $ 818,347 | $ (982,600) | $ (163,837) | |
Balance (in Shares) at Dec. 31, 2021 | 12,280,051 | 19,248,537 | 4,161,000 |
Statement of Changes in Stock_2
Statement of Changes in Stockholder’s Equity (Parentheticals) - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Sale of through IPO | 12,000,000 | |
Sale of over-allotment | 1,300,000 | |
Sale of private placement | 416,000 | |
SoundHound, Inc. | ||
Issuance of D-3 preferred stock, per share (in Dollars per share) | $ 33 | |
Issuance of D-3 preferred stock, per share (in Dollars per share) | $ 40 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 4 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Cash flows from Operating Activities: | ||
Net loss | $ (716) | $ (981,884) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Unrealized gain on change in fair value of warrants | (22,793) | |
Interest earned on marketable securities held in Trust Account | (10,583) | |
Changes in current assets and current liabilities: | ||
Prepaid expenses and other current assets | (98,066) | |
Accrued expenses | 247,868 | |
Due to related party | 716 | 1,100 |
Net cash (used in) operating activities | (864,358) | |
Cash Flows from Investing Activities: | ||
Investment held in Trust Account | (133,000,000) | |
Net cash (used in) provided by investing activities | (133,000,000) | |
Cash flows from Financing Activities: | ||
Proceeds from IPO and over-allotment | 133,000,000 | |
Payment of underwriting fees | (2,660,000) | |
Proceeds from private placement | 4,160,000 | |
Proceeds from issuance of promissory note to related party | 125,000 | |
Payment to promissory note to related party | (125,000) | |
Proceeds from issuance of common stock to initial stockholders | 25,000 | |
Payment of deferred offering costs | (425,347) | |
Net cash provided by financing activities | 134,099,653 | |
Net change in cash | 235,295 | |
Cash, beginning of the year | ||
Cash, end of the year | 235,295 | |
Cash and cash equivalents | 235,295 | |
Supplemental disclosure of cash flow information | ||
Initial value of common stock subject to possible redemption | 124,413,913 | |
Reclassification of offering costs related to Public Shares | (4,779,936) | |
Accretion of common stock to redemption value | 13,366,023 | |
Accretion of common stock to redemption value (interest earned on trust account) | 10,583 | |
Forfeiture of founder shares | 13 | |
Initial classification of warrant liability | 270,307 | |
SoundHound, Inc. | ||
Cash flows from Operating Activities: | ||
Net loss | (74,407,000) | (79,540,000) |
Changes in current assets and current liabilities: | ||
Accounts receivable | (1,890,000) | 1,515,000 |
Prepaid expenses and other current assets | (320,000) | (1,085,000) |
Operating lease liabilities | (3,565,000) | |
Other assets, non-current | (1,470,000) | |
Accounts payable | 1,174,000 | 424,000 |
Accrued liabilities | 1,291,000 | 3,671,000 |
Deferred rent | 640,000 | |
Deferred revenue | 10,341,000 | (10,281,000) |
Other liabilities, non-current | 526,000 | (1,035,000) |
Net cash (used in) operating activities | (46,304,000) | (66,177,000) |
Depreciation and amortization | 6,037,000 | 5,502,000 |
Stock-based compensation | 5,897,000 | 6,322,000 |
Change in fair value of derivative and warrant liability | 1,846,000 | 4,920,000 |
Amortization of debt issuance cost | 1,068,000 | 4,746,000 |
Non-cash lease amortization | 3,586,000 | |
Loss upon extinguishment of debt | 3,775,000 | |
Deferred taxes | (2,282,000) | 113,000 |
Cash Flows from Investing Activities: | ||
Purchases of property and equipment | (2,162,000) | (636,000) |
Maturities of short-term investments | 13,610,000 | |
Net cash (used in) provided by investing activities | 11,448,000 | (636,000) |
Cash flows from Financing Activities: | ||
Proceeds from issuance of convertible notes, net of issuance cost | 40,000,000 | 14,905,000 |
Proceeds from note payable, net of issuance cost | 29,833,000 | |
Proceeds from issuance of preferred stock | 16,000,000 | |
Proceeds from the exercise of common stock options | 254,000 | 2,490,000 |
Payment of finance and capital lease obligations | (3,000,000) | (2,575,000) |
Proceeds from the exercise of warrants for redeemable convertible preferred stock | 200,000 | |
Net cash provided by financing activities | 53,454,000 | 44,653,000 |
Net change in cash | 18,598,000 | (22,160,000) |
Cash, beginning of the year | 26,384,000 | 44,982,000 |
Cash, end of the year | 44,982,000 | 22,822,000 |
Cash and cash equivalents | 43,692,000 | 21,626,000 |
Current portion of restricted cash equivalents | 230,000 | 460,000 |
Non-current portion of restricted cash equivalents | 1,060,000 | 736,000 |
Total cash, cash equivalents, and restricted cash equivalents shown in the consolidated statements of cash flows | 44,982,000 | 22,822,000 |
Supplemental disclosure of cash flow information | ||
Interest | 412,000 | 2,631,000 |
Income taxes | 738,000 | 234,000 |
Operating lease liabilities and right-of-use assets through adoption of Topic 842 | 11,428,000 | |
Operating lease liabilities arising from obtaining right-of-use assets | 3,422,000 | |
Property and equipment acquired under capital leases or debt | 257,000 | 584,000 |
Debt discount through issuance of common stock warrants | 3,843,000 | |
Debt discount through issuance of convertible note with derivative liability | 6,520,000 | |
Extinguishment of derivative liability | (5,377,000) | |
Non-cash debt discount | 525,000 | |
Issues of series C redeemable convertible preferred stock for exercise of warrants | 5,816,000 | |
Issues of series B redeemable convertible preferred stock for exercise of warrants | 1,931,000 | |
Deemed dividend from exchange of series D-3A redeemable convertible preferred stock for series D-3 | 3,182,000 | |
Conversion of convertible notes to series D-3A redeemable convertible preferred stock | $ 30,664,000 |
Organization and Business Opera
Organization and Business Operations | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Organization and Business Operations | Note 1 — Organization and Business Operations Organization and General Archimedes Tech SPAC Partners Co. (the “Company”) is a blank check company formed under the laws of the State of Delaware on September 15, 2020. The Company was formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar Business Combination with one or more businesses or entities (the “Business Combination”). The Company’s focus will be on the artificial intelligence, cloud services and automotive technology sectors. However, the Company is not limited to the technology industry, or these sectors therein, and the Company may pursue a Business Combination opportunity in any business or industry it chooses, and it may pursue a company with operations or opportunities outside of the United States. The Company has selected December 31 as its fiscal year end. As of December 31, 2021, the Company had not commenced any revenue -generating -operating On November 15, 2021, the Company entered into a definitive merger agreement with SoundHound Inc., a voice artificial intelligence company, pursuant to which the two companies agreed to consummate a Business Combination (the “Merger Agreement”). The total consideration to be paid by the Company to SoundHound Inc. is $2 billion in equity of the Company, with outstanding SoundHound Inc. stock options and warrants included on a net exercise basis. In connection with the Business Combination, certain accredited investors committed to purchase 11.1 million shares of Class A common stock of the combined company at a price of $10.00 per share, for total gross proceeds of $111 million, in a private placement that is scheduled to close concurrently with the Business Combination. The Company’s sponsor is Archimedes Tech SPAC Sponsors LLC, a Delaware limited liability company (the “Sponsor”). References to the Company’s “initial stockholders” refer to the Company’s stockholders prior to the IPO, excluding the holders of the Representative Shares (See Note 8). Financing The registration statement for the Company’s IPO was declared effective on March 10, 2021 (the “Effective Date”). As discussed in Note 4, on March 15, 2021, the Company consummated the IPO of 12,000,000 units, (the “Public Units”), at $10.00 per Public Unit, generating gross proceeds of $120,000,000. Each Public Unit consists of (i) one subunit (the “Public Subunit”), which consists of one share of common stock (the “Public Share”) and one -quarter -quarter Simultaneously with the closing of the IPO, the Company consummated the sale of 390,000 private units (the “Private Units”) at a price of $10.00 per Private Unit in a private placement (the “Private Placement”) to the Sponsor and EarlyBirdCapital, Inc. (“EarlyBirdCapital”), generating gross proceeds of $3,900,000, which is discussed in Note 5. Each Private Unit consists of (i) one subunit (the “Private Subunits”), which consists of one share of common stock (the “Private Shares”) and one -quarter -quarter Transaction costs amounted to $4,849,810 consisting of $2,400,000 of underwriting discount and $2,449,810 of other offering costs. The Company granted the underwriters in the IPO a 45 -day -allotments -allotment -allotment Trust Account Following the closing of the IPO on March 15, 2021 and the underwriters’ partial exercise of over -allotment -7 Initial Business Combination The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the value of the assets held in the Trust Account (excluding taxes payable on the interest earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post -transaction The shares of common stock subject to redemption are recorded at a redemption value and classified as temporary equity upon the completion of the IPO, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination. The Company will continue in existence only until 18 months from the closing of the IPO (the “Combination Period”). However, if the Company is unable to complete the initial Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up and (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding Public Subunits, at a per -subunit -quarter reasonably possible following such redemption, subject to the approval of the remaining stockholders and its board of directors, the Company will dissolve and liquidate, subject to its obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. A public stockholder will be entitled to receive funds from the Trust Account (including interest earned on his, her or its portion of the Trust Account to the extent not previously released to the Company) only in the event of (i) the redemption of 100% of the outstanding Public Subunits if the Company has not completed a Business Combination in the required time period, (ii) if that public stockholder converts such Public Subunits, or sells such Public Subunits to the Company in a tender offer, in connection with a Business Combination which the Company consummates or (iii) the Company seeks to amend any provisions of its amended and restated certificate of incorporation that would affect the public stockholders’ ability to convert or sell their Public Subunits to the Company in connection with a Business Combination or affect the substance or timing of the Company’s obligation to redeem 100% of the Public Subunits if the Company does not complete a Business Combination within the Combination Period. This redemption right shall apply in the event of the approval of any such amendment to the Company’s amended and restated certificate of incorporation, whether proposed by the Sponsor, initial stockholders, executive officers, directors or any other person. In no other circumstances will a public stockholder have any right or interest of any kind to or in the Trust Account. The Sponsor, initial stockholders, officers and directors have agreed (1) to vote any shares of common stock owned by them in favor of any proposed Business Combination, (2) not to convert any shares in connection with a stockholder vote to approve a proposed initial Business Combination and (3) not to sell any shares in any tender in connection with a proposed initial Business Combination. The Sponsor has agreed that it will be liable to ensure that the proceeds in the Trust Account are not reduced below $10.00 per Public Subunit by the claims of target businesses or claims of vendors or other entities that are owed money by the Company for services rendered or contracted for or products sold to the Company, but the Company cannot assure that it will be able to satisfy its indemnification obligations if it is required to do so. The Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company believes it is unlikely that the Sponsor will be able to satisfy its indemnification obligations if it is required to do so. Liquidity and Going Concern As of December 31, 2021, the Company had cash outside the Trust Account of $235,295 available for its working capital needs. All remaining cash and securities were held in the Trust Account and is generally unavailable for the Company’s use prior to an initial Business Combination and is restricted for use either in a Business Combination or to redeem Public Subunits. As of December 31, 2021, none of the amount on deposit in the Trust Account was available to be withdrawn as described above. Prior to the completion of the IPO, the Company’s liquidity needs had been satisfied through receipt of $25,000 from the sale of Founder Shares (see Note 6), advances from the Sponsor in an aggregate amount of $125,000 under an unsecured promissory note, which were repaid upon the closing of the IPO (see Note 6). Subsequent to the consummation of the IPO and Private Placement, the Company’s liquidity needs have been satisfied through the net proceeds from the IPO and Private Placement held outside of the Trust Account. In addition, in order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor, initial stockholders, officers, directors and their affiliates may, but are not obligated to, provide the Company Working Capital Loans, as defined below (see Note 6). To date, there were no amounts outstanding under any Working Capital Loans. The Company anticipates that the $235,295 outside of the Trust account as of December 31, 2021 will not be sufficient to allow the Company to operate for at least the next 12 months, assuming that a Business Combination is not consummated during that time. Furthermore, if the Company is not able to consummate a Business Combination by September 15, 2022, it will trigger the Company’s automatic winding up, liquidation and dissolution. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. |
Restatement of Prior Period Fin
Restatement of Prior Period Financial Statements | 12 Months Ended |
Dec. 31, 2021 | |
Condensed Financial Information Disclosure [Abstract] | |
Restatement of Prior Period Financial Statements | Note 2 — Restatement of Prior Period Financial Statements Redeemable Equity Instruments As a result of recent guidance to Special Purpose Acquisition Companies by the Securities and Exchange Commission (the “SEC”) regarding redeemable equity instruments, the Company revisited its application of ASC 480 -10-S99 -evaluation -K -K -Q -Q -Q Classification of Private Warrants & Fair Value of Representative Shares On April -evaluated -40 -40 -evaluated Impact of the Restatement The impact of the restatement on the audited balance sheet as of March 15, 2021 and unaudited interim financial statements as of and for the three months ended March 31, 2021, June 30, 2021, and September 30, 2021 are presented below. As Adjustments As Audited Balance Sheet at March 15, 2021 Warrant Liabilities $ — $ 253,413 $ 253,413 Total Liabilities 591,387 254,413 844,800 Common stock subject to possible redemption 116,095,120 3,904,880 120,000,000 Common stock 465 (39 ) 426 Additional paid-in capital 5,004,068 (4,158,254 ) 845,814 Total Stockholder’s Equity 5,000,003 (4,158,293 ) 841,710 Unaudited Balance Sheet at March 31, 2021 Common stock subject to possible redemption $ 128,744,590 $ 4,255,935 $ 133,000,525 Common stock 459 (43 ) 416 Additional paid-in capital 5,084,297 (4,255,892 ) 828,405 Unaudited Statement of Operations for the three months ended March 31, 2021 Basic and diluted weighted average shares outstanding, common stock subject to redemption 2,059,408 247,259 2,306,667 Basic and diluted weighted average shares outstanding, common stock 3,856,614 (514,481 ) 3,342,133 Basic and diluted net income (loss) per share, common stock subject to redemption $ 0.00 $ 3.41 $ 3.41 Basic and diluted net income (loss) per share, common stock not subject to redemption $ (0.02 ) $ (2.36 ) $ (2.38 ) Unaudited Statement of Changes in Stockholders’ Equity for the three months ended March 31, 2021 Issuance of representative shares – Additional Paid-in-Capital $ 3,458 $ 2,020,963 $ 2,024,421 Issuance of representative shares – Stockholders’ Equity (Deficit) 3,500 2,020,963 2,024,463 Offering costs charged to the Stockholders’ equity (428,847 ) (2,020,963 ) (2,449,810 ) Reclassification of offering costs related to public shares $ — $ 4,779,936 $ 4,779,936 Accretion of common stock to redemption value $ — $ (13,366,023 ) $ (13,366,023 ) Unaudited Statement of Cash Flows for the three months ended March 31, 2021 Supplemental disclosure of cash flow information Initial value of common stock subject to possible redemption $ 115,841,700 $ 8,572,213 $ 124,413,913 Change in value of common stock subject to possible redemption $ 12,902,890 $ (12,902,365 ) $ — Reclassification of offering costs related to public shares $ — $ (4,779,936 ) $ (4,779,936 ) Accretion of common stock to redemption value $ — $ 13,366,023 $ 13,366,023 Accretion of common stock to redemption value (interest earned on trust account) $ — $ 525 $ 525 As Adjustments As Unaudited Statement of Operations for the six months ended June 30, 2021 Basic and diluted net income (loss) per share, common stock subject to redemption $ 0.46 $ 0.08 $ 0.54 Basic and diluted net income (loss) per share, common stock not subject to redemption $ (1.00 ) $ (0.17 ) $ (1.17 ) Unaudited Statement of Changes in Stockholders’ Equity for the six months ended June 30, 2021 Issuance of representative shares – Additional Paid-in-Capital $ 3,458 $ 2,020,963 $ 2,024,421 Issuance of representative shares – Stockholders’ Equity (Deficit) 3,500 2,020,963 2,024,463 Offering costs charged to the Stockholders’ equity (428,847 ) (2,020,963 ) (2,449,810 ) Reclassification of offering costs related to public shares $ 2,886,166 $ 1,893,770 $ 4,779,936 Accretion of common stock to redemption value $ (11,472,253 ) $ (1,893,770 ) $ (13,366,023 ) Unaudited Statement of Cash Flows for the six months ended June 30, 2021 Reclassification of offering costs related to public shares $ (2,886,166 ) $ (1,893,770 ) $ (4,779,936 ) Accretion of common stock to redemption value $ 11,472,253 $ 1,893,770 $ 13,366,023 Unaudited Statement of Operations for the nine months ended September 30, 2021 Basic and diluted net income (loss) per share, common stock subject to redemption $ 0.31 $ 0.06 $ 0.37 Basic and diluted net income (loss) per share, common stock not subject to redemption $ (0.87 ) $ (0.14 ) $ (1.01 ) Unaudited Statement of Changes in Stockholders’ Equity for the nine months ended September 30, 2021 Issuance of representative shares – Additional Paid-in-Capital $ 3,458 $ 2,020,963 $ 2,024,421 Issuance of representative shares – Stockholders’ Equity (Deficit) 3,500 2,020,963 2,024,463 Offering costs charged to the Stockholders’ equity (428,847 ) (2,020,963 ) (2,449,810 ) Reclassification of offering costs related to public shares $ 2,886,166 $ 1,893,770 $ 4,779,936 Accretion of common stock to redemption value $ (11,472,253 ) $ (1,893,770 ) $ (13,366,023 ) Unaudited Statement of Cash Flows for the nine months ended September 30, 2021 Reclassification of offering costs related to public shares $ (2,886,166 ) $ (1,893,770 ) $ (4,779,936 ) Accretion of common stock to redemption value $ 11,472,253 $ 1,893,770 $ 13,366,023 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Summary of Significant Accounting Policies [Line Items] | |
Summary of Significant Accounting Policies | Note 3 — Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements of the Company are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes -Oxley Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non -emerging Use of Estimates The preparation of financial statement in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short -term Marketable Securities Held in Trust Account At December 31, 2021, the Company had $133,010,583 in the Trust Account which may be utilized for Business Combination. As of December 31, 2021, the assets held in the Trust Account were invested in Treasury Securities consisting of money market funds. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three -tier • • • In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. The fair value of the Company’s certain assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet. The fair values of cash and cash equivalents, prepaid expenses, accounts payable and accrued expenses, and due to related party are estimated to approximate the carrying values as of December 31, 2021 due to the short maturities of such instruments. The Company’s warrant liability and the fair value of its Representative Shares are based on valuation models utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. Significant deviations from these estimates and inputs could result in a material change in fair value. The fair value of the warrant liability and the fair value of its Representative Shares are classified as Level 3. See Note 7 for additional information on assets, liabilities and Representative Shares measured at fair value. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At December 31, 2021 and 2020, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock feature certain redemption rights that is considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. Net Income (Loss) Per Common Share The Company complies with accounting and disclosure requirements of FASB ASC 260, Earnings Per Share. The statements of operations include a presentation of income (loss) per redeemable Public Share and income (loss) per founder non -redeemable -class -redeemable paid to the public stockholders. Subsequent to calculating the total income (loss) allocable to both sets of shares, the Company split the amount to be allocated using a ratio of 72.8% for the Public Shares and 27.2% for the founder non -redeemable The earnings per share presented in the statements of operations is based on the following: For the Net loss $ (981,884 ) Accretion of temporary equity to redemption value (13,376,606 ) Net loss including accretion of temporary equity to redemption value $ (14,358,490 ) For the year ended Redeemable Non-redeemable Basic and diluted net loss per share: Numerator: Allocation of net loss including accretion of temporary equity $ (10,451,084 ) $ (3,907,406 ) Accretion of temporary equity to redemption value 13,376,606 — Allocation of net income (loss) $ 2,925,522 $ (3,907,406 ) Denominator: Weighted-average shares outstanding 10,589,315 3,959,088 Basic and diluted net income (loss) per share $ 0.28 $ (0.99 ) No shares of the Company were issued or outstanding in 2020 and, as a result, Earnings Per Share does not exist for 2020. In connection with the underwriters’ partial exercise of their over -allotment As of December 31, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the Company’s earnings. As a result, diluted income (loss) per share is the same as basic income (loss) per share for the periods presented. Offering Costs associated with the Initial Public Offering The Company complies with the requirements of the ASC 340 -10-S99-1 On March 19, 2021, the underwriters partially exercised the over -allotment Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. Derivative instruments are recorded at fair value on the grant date and re -valued -current -cash Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2021 and 2020, respectively. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Risks and Uncertainties Management continues to evaluate the impact of the COVID -19 Recently Adopted Accounting Standards In August 2020, the FASB issued ASU 2020 -06 Debt -Debt with Conversion and Other Options (Subtopic 470 -20 ) and Derivatives and Hedging -Contracts in Entity’s Own Equity (Subtopic 815 -40 ): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity -06 -linked -06 |
SoundHound, Inc. [Member] | |
Summary of Significant Accounting Policies [Line Items] | |
Summary of Significant Accounting Policies | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Significant Accounting Policies The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding annual financial reporting. Any reference in these notes to applicable accounting guidance is meant to refer to the authoritative U.S. GAAP included in the Accounting Standards Codification (“ASC”), and Accounting Standards Update (“ASU”) issued by the Financial Accounting Standards Board (“FASB”). Principles of Consolidation The Company’s consolidated financial statements include the accounts of the Company and its wholly -owned Reclassification Certain prior period balances have been reclassified to conform to the current year presentation. Such changes include the presentation change on the consolidated statements of operations and comprehensive loss from a two -step -step These reclassifications had no impact on total assets, total liabilities, net loss or comprehensive loss or accumulated deficit in the previously reported consolidated financial statements for the year ended December 31, 2020. Foreign Currency The functional currency of SoundHound, Inc. and its subsidiaries is the U.S. dollar. Foreign currency denominated transactions are converted into U.S. dollars at the average rates of exchange prevailing during the period. Assets and liabilities denominated in foreign currency are remeasured into U.S. dollars at current exchange rates at the balance sheet date for monetary assets and liabilities and at historical exchange rates for non -monetary Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and judgments that affect the amounts reported and disclosures in the consolidated financial statements and accompanying notes. Such estimates include revenue recognition, allowance for doubtful accounts, accrued liabilities, derivative and warrant liabilities, calculation of the incremental borrowing rate, financial instruments recorded at fair value on a recurring basis, valuation of deferred tax assets and uncertain tax positions and the fair value of common stock and other assumptions used to measure stock -based Cash and Cash Equivalents The Company considers all highly liquid investments purchased with an original maturity of 90 days or less from the date of purchase to be cash equivalents. The Company’s cash equivalents consist of mutual funds, commercial paper and certificates of deposit. The deposits exceed federally insured limits. Restricted Cash Equivalents The Company’s restricted cash equivalents were established according to the requirements under the leases for the Company’s corporate headquarters, data center and sales office, and are subject to certain restrictions under the leases. All amounts in restricted cash equivalents as of December 31, 2021 and 2020 represent funds held in certificates of deposit, have original maturities of six months to one year and are recorded at cost plus accrued interest, which approximates fair value as of December 31, 2021 and 2020. Restricted cash equivalents are classified as current or non -current Accounts Receivable, Net Accounts receivable consist of current trade receivables due from customers recorded at invoiced amounts, net of allowance for doubtful accounts. Accounts receivable do not bear interest and the Company generally does not require collateral or other security in support of accounts receivable. The Company has established an allowance for doubtful accounts and evaluates the collectability of its accounts receivable based on known collection risks and historical experience. Uncollectible receivables are written off when all efforts to collect have been exhausted and recoveries are recognized when received. The allowance for doubtful accounts as of December 31, 2021 and December 31, 2020 was $109. Property and Equipment, Net Property and equipment are stated at cost, less accumulated depreciation and amortization. Depreciation is provided using the straight -line The estimated useful lives of the Company’s property and equipment are as follows: Computer equipment 3 – 4 years Software 3 years Furniture and fixtures 5 years Leasehold improvements Lesser of useful life or the term of the lease Maintenance and repairs that do not extend the life or improve the asset are expensed as incurred. Impairment of Long-Lived Assets The Company evaluates property and equipment for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. An impairment loss is recognized when the total of estimated undiscounted future cash flows expected to result from the use of the asset and its eventual disposition is less than its carrying amount. Impairment, if any, would be assessed using discounted cash flows or other appropriate measures of fair value. Through December 31, 2021, there have been no such impairments. Segment Information The Company has determined that the Chief Executive Officer is its chief operating decision maker. The Company’s Chief Executive Officer reviews financial information on a consolidated basis for purposes of allocating resources and evaluating financial performance. Accordingly, the Company has determined that it operates as a single reportable segment. The Company’s property and equipment is primarily located in the United States. As of December 31, 2021, the Company’s property and equipment is located in the United States, except for 11.7% of assets located in Canada and 1.7% in other foreign jurisdictions. As of December 31, 2020, all property and equipment were located in the United States. Emerging Growth Company Status The Company is an emerging growth company (“EGC”) as defined in the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”) and may take advantage of reduced reporting requirements that are otherwise applicable to public companies. Section 107 of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies are required to comply with those standards. This means that when a standard is issued or revised and it has different application dates for public and nonpublic companies, the Company has the option to adopt the new or revised standard at the time nonpublic companies adopt the new or revised standard and can do so until such time that the Company either (i) irrevocably elects to “opt out” of such extended transition period or (ii) no longer qualifies as an emerging growth company. The Company has elected to use the extended transition period for complying with new or revised accounting standards unless the Company otherwise early adopts select standards. Concentrations of Credit Risk and Other Risks and Uncertainties Financial instruments that potentially subject the Company to potential significant concentrations of credit risk consist principally of cash and cash equivalents. The Company regularly monitors its credit risk exposure and takes steps to mitigate the likelihood of these exposures resulting in actual loss. As of December 31, 2021, accounts receivable balances due from five customers collectively totaled 86% of the Company’s consolidated accounts receivable balance. As of December 31, 2020, accounts receivable balances due from two customers collectively totaled 87% of the Company’s consolidated accounts receivable balance. For the year ended December 31, 2021, the Company had three customers that accounted for 61% of revenue and two customers that accounted for 43% of revenue for the year ended December 31, 2020. Equity Issuance Costs The Company capitalizes certain legal, professional, accounting and other third -party -process a reduction of the proceeds received from the equity financing. If a planned equity financing is abandoned, the deferred offering costs are expensed immediately as a charge to operating expenses in the consolidated statements of operations and comprehensive loss. Additionally, certain transaction costs incurred in connection with the pending merger agreement, which are direct and incremental to the proposed merger, will be deferred and recorded as a component of other non -current Revenue Recognition The Company recognizes revenue under Accounting Standards Codification Topic 606 (“ASC 606”), Revenue from Contracts with Customers (i) Identification of the contract(s) with a customer; (ii) Identification of the performance obligations in the contract; (iii) Determination of the transaction price, including the constraint on variable consideration; (iv) Allocation of the transaction price to the performance obligations in the contract; (v) Recognition of revenue when, or as, performance obligations are satisfied. Contracts are accounted for when both parties have approved and committed to the contract, the rights of the parties and payment terms are identifiable, the contract has commercial substance and collectability of consideration is probable. Any payments received from customers that do not meet criteria for having a contract are recorded as deposit liabilities on the consolidated balance sheet. Under ASC 606, assuming all other revenue recognition criteria have been met, the Company will recognize revenue for arrangements upon the transfer of control of the Company’s performance obligations to its customers. A performance obligation is a promise in a contract to transfer a distinct good or service to a customer and is the unit of account in ASC 606. Revenues are recognized when control of the promised goods or services are transferred to a customer in an amount that reflects the consideration that the Company expects to receive in exchange for those services. The Company currently generates its revenues through the following performance obligations: (1) hosted services, (2) professional services and (3) monetization. Research and Development The Company’s research and development costs are expensed as incurred. These costs include salaries and other personnel related expenses, contractor fees, facility costs, supplies, and depreciation of equipment associated with the design and development of new products prior to the establishment of their technological feasibility. Warrants The Company determines whether to classify contracts, such as warrants, that may be settled in its own stock as equity of the entity or as a liability. An equity -linked The warrants are considered freestanding instruments that qualify as liabilities under ASC Topic 480, Distinguishing Liabilities from Equity Income Taxes The Company accounts for income taxes under the asset and liability method, whereby deferred tax assets and liabilities are determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to affect taxable income. A valuation allowance is established when, in management’s estimate, it is more -likely-than-not -likely-than-not The Company classifies interest and penalties related to uncertain tax positions in income tax expense, if applicable. There were no interest expenses or penalties related to unrecognized tax benefits recorded through the years ended December 31, 2021 and 2020. Stock-Based Compensation The Company measures and records the expense related to stock -based -based -line -based -Scholes-Merton -pricing -Scholes -pricing -Scholes -pricing Expected Volatility Expected Term -based -vesting Risk -Free Interest Rate -free -coupon Dividend Yield Fair Value Measurements The Company defines fair value as the exchange price that would be received from an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the measurement date. The Company follows a three -level • Level 1 — • Level 2 — • Level 3 — The Company’s derivative liabilities and warrants are measured at fair value on a recurring basis and are classified as Level 3 liabilities. The Company records subsequent adjustments to reflect the increase or decrease in estimated fair value at each reporting date on the consolidated statements of operations and comprehensive loss. Redeemable Convertible Preferred Stock The Company’s shares of redeemable convertible preferred stock (“Preferred Stock”) do not have a mandatory redemption date and are assessed at issuance for classification and redemption features requiring bifurcation. The Company presents as temporary equity any stock which (i) the Company undertakes to redeem at a fixed or determinable price on the fixed or determinable date or dates; (ii) is redeemable at the option of the holders, or (iii) has conditions for redemption which are not solely within the control of the Company. The Company’s Preferred Stock is redeemable upon a deemed liquidation event which the Company determined is not solely within its control and thus has classified shares of Preferred Stock as temporary equity until such time as the conditions are removed or lapse. Because the occurrence of a deemed liquidation event is not currently probable, the carrying values of the shares of Preferred Stock are not being accreted to their redemption values. Subsequent adjustments to the carrying values of the shares of Preferred Stock would be made only when a deemed liquidation event becomes probable. Convertible Notes and Derivative Liabilities The Company evaluates its convertible notes, and other contracts, if any, to determine if those contracts or embedded components of those contracts qualify as derivatives requiring bifurcation. The Company accounts for conversion features that meet the criteria for bifurcation as liabilities at fair value and adjusts the derivative instruments to fair value at each reporting period. The conversion features qualify as derivatives, as they continuously reset as the underlying stock price increases or decreases to provide a fixed value of equity to the holders at any conversion date. The conversion features are subject to remeasurement at each balance sheet date until exercised, and any change in fair value is recognized as a component of other expense, net in the consolidated statements of operations and comprehensive loss. The fair value of the conversion features has been estimated using a probability -weighted The Company holds its convertible notes at amortized cost and amortizes the associated debt discount created from bifurcated derivatives and issuance costs under the effective interest or straight -line Net Loss Per Share Basic net loss per share attributable to common stockholders is calculated by dividing the net loss attributable to common stockholders by the weighted -average Diluted net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted -average Accordingly, in periods in which the Company reports a net loss, diluted net loss per share is the same as basic net loss per share, since dilutive common stock is not assumed to have been issued if their effect is anti -dilutive Recent Accounting Pronouncement — Adopted From time to time, new accounting pronouncements, or Accounting Standards Updates, are issued by the FASB or other standard setting bodies and adopted by the Company as of the specified effective date. Unless otherwise discussed, the impact of recently issued standards that are not yet effective will not have a material impact on the Company’s financial position or results of operations upon adoption. Leases In February 2016, the FASB issued Accounting Standards Update 2016 -02 Leases -13 -10 -11 -20 -01 -of-use -line In addition, the Company elected the transition package of three practical expedients which allow companies not to reassess (i) whether agreements contain leases, (ii) the classification of leases, and (iii) the capitalization of initial direct costs. Further, the Company elected to separate lease and non -lease -lease -line The Company’s lease portfolio consists primarily of real estate assets and computer equipment. Some of these leases also require the Company to pay maintenance, utilities, taxes, insurance, and other operating expenses associated with the leased space. Based upon the nature of the items leased and the structure of the leases, the Company’s leases classified as operating leases continue to be classified as operating leases and capital leases will be accounted for as financing leases under the new accounting standard. As a result of the adoption of the new lease accounting guidance, the Company recognized on January 1, 2021: • -by-lease • • The adoption of the new lease accounting standard did not have any other material impact on the Company’s consolidated balance sheet and did not impact the Company’s operating results and cash flows. See Leases in Note 13 for further information, including further discussion on the impact of adoption and changes in accounting policies relating to leases. In August 2020, the FASB issued ASU 2020 -06 -20 -Contracts -40 -06 -06 -linked -06 -06 -06 Recent Accounting Pronouncement — Not Yet Adopted In October 2021, the FASB issued ASU 2021 -08 In June 2016, the FASB issued ASU 2016 -13 -to-maturity -balance -effect -10 -13 -10 an instrument -by-instrument -10 -13 In December 2019, the FASB issued ASU No. 2019 -12 -12 -12 -period -to-date -12 -related -up -12 -12 |
Initial Public Offering
Initial Public Offering | 12 Months Ended |
Dec. 31, 2021 | |
Initial Public Offering [Abstract] | |
Initial Public Offering | Note 4 — Initial Public Offering Pursuant to the IPO on March 15, 2021, the Company sold 12,000,000 Public Units at a purchase price of $10.00 per Public Unit. Each Public Unit consists of (i) one Public Subunit, which consists of one Public Share and one -quarter -quarter On March 19, 2021, the underwriters partially exercised the over -allotment Following the closing of the IPO on March 15, 2021 and the underwriters’ partial exercise of over -allotment -7 |
Private Placement
Private Placement | 12 Months Ended |
Dec. 31, 2021 | |
Private Placement [Abstract] | |
Private Placement | Note 5 — Private Placement Simultaneously with the closing of the IPO, the Sponsor and EarlyBirdCapital purchased an aggregate of 390,000 Private Units at a price of $10.00 per Private Unit in a private placement (the “Private Placement”), generating gross proceeds of $3,900,000. On March 19, 2021, simultaneous with the exercise of the over -allotment The Private Units (and underlying Private Subunits, Private Shares, and Private Warrants) are identical to the Public Units except that the Private Warrants included in the Private Units: (i) will not be redeemable by the Company and (ii) may be exercised for cash or on a cashless basis, so long as they are held by the initial purchasers or any of their permitted transferees. If the Private Warrants are held by holders other than the initial purchasers or any of their permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the Public Warrants. The Company’s initial stockholders have agreed (A) to vote the Private Shares contained in the Private Subunits in favor of any proposed Business Combination, (B) not to convert any Private Subunits in connection with a stockholder vote to approve a proposed initial Business Combination or sell any Private Shares to the Company in a tender offer in connection with a proposed initial Business Combination and (C) that the Private Subunits shall not participate in any liquidating distribution from the Trust Account upon winding up if a Business Combination is not consummated. In the event of a liquidation prior to the initial Business Combination, the Private Units will likely be worthless. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Line Items] | |
Related Party Transactions | Note 6 — Related Party Transactions Founder Shares On January 4, 2021, the Sponsor paid $25,000, or approximately $0.009 per share, to cover certain offering costs in consideration for 2,875,000 shares of common stock, par value $0.0001 (the “Founder Shares”). Up to 375,000 Founder Shares are subject to forfeiture by the Sponsor depending on the extent to which the underwriters’ over -allotment -allotment -allotment On the date of the IPO, the Founder Shares were placed into an escrow account maintained in New York, New York by Continental Stock Transfer& Trust Company, acting as escrow agent. Subject to certain limited exceptions, these shares will not be transferred, assigned, sold or released from escrow (subject to certain limited exceptions) for a period ending on (1) with respect to 50% of the founder shares, the earlier of one year after the date of the consummation of the Company’s initial Business Combination and the date on which the closing price of the Company’s shares of common stock equals or exceeds $12.50 per share (as adjusted for share splits, share capitalizations, reorganizations and recapitalizations) for any 20 trading days within any 30 -trading Promissory Note — Related Party On January 4, 2021, the Sponsor agreed to loan the Company up to $300,000 to be used for a portion of the expenses of the IPO (the “Promissory Note”). These loans were non -interest On February 1, 2021, the Sponsor funded to the Company $100,000 pursuant to the Promissory Note. On February 10, 2021, the Sponsor funded to the Company an additional $25,000 pursuant to the Promissory Note, for an aggregate amount of $125,000. On March 15, 2021, the Promissory Note in an aggregate amount of $125,000 was fully repaid by the Company to the Sponsor. Related Party Loans In order to meet the working capital needs following the consummation of the IPO if the funds not held in the Trust Account are insufficient, the Sponsor, initial stockholders, officers, directors and their affiliates may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion (“Working Capital Loans”). Each Working Capital Loan would be evidenced by a promissory note. The notes would either be paid upon consummation of the initial Business Combination, without interest, or, at the holder’s discretion, up to $1,500,000 of the notes may be converted into units at a price of $10.00 per unit. The units would consist of (i) one subunit, which consists of one share of common stock and one -quarter -quarter Administrative Service Fee Commencing on the Effective Date of the registration statement through the acquisition of a target business, the Company will pay an affiliate of the Chief Executive Officer, an aggregate fee of $10,000 per month for providing the Company with office space and certain office and secretarial services. The Company has recorded 97,097 for the for the period from March 10, 2021 through December 31, 2021. |
SoundHound, Inc. [Member] | |
Related Party Transactions [Line Items] | |
Related Party Transactions | 17. RELATED PARTY TRANSACTIONS The Company entered into revenue contracts to perform professional services for certain companies who are also investors in the Company. These companies are holders of either the Company’s common stock or Preferred Stock. The following is financial information on related party transactions as of and for the years ended December 31, 2021: For the Years Ended 2021 2020 Revenue $ 7,013 $ 6,668 As of December 31, 2021 As of December 31, 2020 Accounts receivable $ 583 $ 2,083 Deferred revenue $ 15,238 $ 16,787 |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Measurements [Line Items] | |
Fair Value Measurements | Note 7 — Fair Value Measurements Non-Recurring Fair Value Measurement The following table presents information about the Company’s Representative Shares that were measured at fair value on a non -recurring January 13, Quoted Significant Significant Stockholders’ Equity: Representative Shares $ 2,024,463 $ — $ — $ 2,024,463 $ 2,024,463 $ — $ — $ 2,024,463 The estimated fair value of the Representative Shares on January 13, 2021, the date the Representative Shares were issued, was determined using Level 3 inputs. Inherent in a Monte -Carlo -price -merger -free -free The key inputs into the Monte Carlo simulation model for the Representative Shares were as follows at January 13, 2021: Input January 13, 2021 Restricted term (years) 1.11 Expected volatility 12.5 % Risk-free interest rate 0.12 % Stock price $ 9.37 Dividend yield 0 % Recurring Fair Value Measurement The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of December 31, 2021 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. December 31, Quoted Significant Significant Assets: U.S. Mutual Fund held in Trust Account $ 133,010,583 $ 133,010,583 $ — $ — $ 133,010,583 $ 133,010,583 $ — $ — Liabilities: Warrant Liability $ 247,514 $ — $ — $ 247,514 $ 247,514 $ — $ — $ 247,514 The estimated fair value of the warrant liability on March 15, 2021 and December 31, 2021 is determined using Level 3 inputs. Inherent in a Monte -Carlo -price -merger -merger -free -free The key inputs into the Monte Carlo simulation model for the warrant liability were as follows at March 15, 2021: Input March 15, Expected term (years) 5.99 Expected volatility 24.3 % Risk-free interest rate 1.06 % Stock price $ 9.36 Dividend yield 0 % Exercise price $ 11.5 The key inputs into the Monte Carlo simulation model for the warrant liability were as follows at December 31, 2021: Input December 31, Expected term (years) 5.30 Expected volatility 19.5 % Risk-free interest rate 1.29 % Stock price $ 9.58 Dividend yield 0 % Exercise price $ 11.5 The following table sets forth a summary of the changes in the fair value of the warrant liability for the year ended December 31, 2021: Warrant Liability Fair value as of December 31, 2020 $ — Initial fair value of warrant liability upon issuance at IPO 270,307 Change in fair value (22,793 ) Fair value as of December 31, 2021 $ 247,514 |
SoundHound, Inc. [Member] | |
Fair Value Measurements [Line Items] | |
Fair Value Measurements | 9. FAIR VALUE MEASUREMENTS The following tables present the fair value of the Company’s financial instruments that are measured or disclosed at fair value on a recurring basis: Fair Value Measurements as of Level 1 Level 2 Level 3 Assets: Cash equivalents $ 4,863 $ — $ — Liabilities: Derivative liability — — (3,488 ) Warrant liability — — — Total $ 4,863 $ — $ (3,488 ) Fair Value Measurements as of Level 1 Level 2 Level 3 Assets: Cash equivalents $ 35,856 $ — $ — Liabilities: Derivative liability — — (2,380 ) Warrant liability — — (2,004 ) Total $ 35,856 $ — $ (4,384 ) The fair values of the warrants were determined based on significant inputs not observable in the market, which represent Level 3 measurements within the fair value hierarchy. In order to determine the fair value of the warrants, the Company utilized a Black -Scholes -pricing -free -converted The Company considered the probability of a deemed liquidation event in determining the remaining expected term of the warrants, which was used as an input to the model. The Company lacks Company -specific -free Series B Warrants (September 2010 and March 2011) The Company revalued its Series B Warrants as of its exercise date in November 2020, resulting in an increase in fair value of approximately $269, which was recorded as a component of other expense, net, in the accompanying consolidated statements of operations and comprehensive loss, with a corresponding increase to the warrant liability on the consolidated balance sheets. The Company determined the fair value per share of the underlying Series B Preferred Stock by taking into consideration the most recent sales of its Preferred Stock, results obtained from third party valuations and additional factors that are deemed relevant. As a private company, specific historical and implied volatility information of its stock is not available. Therefore, the Company estimates its expected stock price volatility based on the historical volatility of publicly traded peer companies for a term equal to the expected term of the Series B Warrants. This risk -free Series C Warrants (April 2013 and November 2013) The Company revalued its Series C Warrants as of December 31, 2020 resulting in an increase in fair value of approximately $318, which was recorded as a component of other expense, net, in the accompanying consolidated statements of operations and comprehensive loss, with a corresponding increase to the warrant liability on the consolidated balance sheet. In December 2021, Series C Warrants were fully exercised. Immediately prior to their exercise, the Company revalued the warrants to their intrinsic value, resulting in a change in fair value of $3,812. This change in fair value was recorded as a component of other expense, net, in the accompanying consolidated statements of operations and comprehensive loss. The warrants were recorded as Series C Preferred Stock at their fair value of $5,816 upon net share settlement. The aggregate fair value of the Series C Warrants as of December 31, 2021 and 2020 was approximately $0 and $2,004, respectively. The Company determined the fair value of the April 2013 Series C Warrants using the Black -Scholes -pricing December 31, Expected dividend rate 0 % Risk-free interest rate 0.14 % Expected volatility 48 % Expected term (in years) 2.16 The Company determined the fair value of the November 2013 Series C Warrants using the Black -Scholes -pricing December 31, Expected dividend rate 0 % Risk-free interest rate 0.16 % Expected volatility 47 % Expected term (in years) 2.87 Common Stock Warrants (SVB March 2021 Note and SCI June 2021 Note) The Company issued common stock warrants in connection with the SVB March 2021 Note and SCI June 2021 Note (See Note 8 for additional information). The SVB March 2021 Note and SCI June 2021 Note warrants were recorded based on the allocation of its relative fair of the debt proceeds of $2,316 and $1,527, respectively. The warrants were classified as equity instruments at inception with a corresponding discount recorded at issuance against the outstanding notes in connection with the SVB March 2021 Note or as an asset in connection with the SCI June 2021 Note. The common stock warrants are not subject to remeasurement at each subsequent balance sheet date due to their classification as equity instruments as they are considered indexed to the Company’s stock. As of December 31, 2021, none of these warrants have been exercised. The SVB March 2021 Note warrants expire in March 2031 and the SCI June 2021 Note warrants expire in June 2031. The Company determined the fair value of the SVB March 2021 Note and SCI June 2021 Note common stock warrants at issuance using the Black -Scholes -pricing SVB March 2021 Note Common Stock Warrants Expected dividend rate 0 % Risk-free interest rate 1.74 % Expected volatility 47 % Expected term (in years) 10.00 SCI June 2021 Note Common Stock Warrants Expected dividend rate 0 % Risk-free interest rate 1.51 % Expected volatility 47 % Expected term (in years) 10.00 Derivative Liability (SNAP June 2020 Note) To determine the fair value of the embedded derivative associated with the SNAP June 2020 Note, the Company utilized the income approach model using the With and Without method. Using the With and Without method, the Company modeled expected cash flows to the noteholder under Next Equity Financing, Change in Control, SPAC/Private Investment in Public Equity, and IPO scenarios. The value of the Embedded Derivatives was determined as the differential value from the perspective of the With and Without Method. The Company utilized the following assumptions at the valuation date: December 31, 2021 December 31, 2020 Probability of Next Equity Financing 3 % 65 % Probability of SPAC/PIPE 95 % 33 % Probability of IPO 2 % 2 % 100 % 100 % Weighted average term (years) 0.27 0.26 Weighted average discount rate 25.00 % 8.63 % The significant unobservable inputs used in the fair value measurement of the derivative liability are the remaining expected term, the discount rate, and the probability of financing for each scenario. Significant increases (decreases) in the term would result in significantly lower (higher) fair value measurements. Significant increases (decreases) in the discount rate would result in significantly lower (higher) fair value measurements. The following table sets forth a summary of changes in fair value of the Company’s derivative liability and warrant liability for which fair value was determined by Level 3 inputs: Derivative Liability Warrant Liability Balance as of January 1, 2020 $ — $ 3,348 Initial fair value of derivative liability 6,481 — Extinguishment of derivative liability (5,360 ) — Exercise of warrants — (1,931 ) Change in fair value 1,259 587 Balance as of December 31, 2020 2,380 2,004 Change in fair value 1,108 3,812 Exercise of warrants — (5,816 ) Balance as of December 31, 2021 $ 3,488 $ — There were no transfers of financial instruments between the three levels of the fair value hierarchy for the years ended December 31, 2021 and 2020. The Company had no other financial assets or liabilities that were required to be measured at fair value on a recurring basis. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies [Line Items] | |
Commitments and Contingencies | Note 8 — Commitments and Contingencies Registration Rights The holders of the Founder Shares and Representative Shares (as defined below) issued and outstanding on the date of the IPO, as well as the holders of the Private Units and any units the Sponsor, officers, directors or their affiliates may be issued in payment of Working Capital Loans made to the Company (and all underlying securities), will be entitled to registration rights pursuant to an agreement signed on March 10, 2021. The holders of a majority of these securities are entitled to make up to two demands that the Company use its best efforts to register such securities. The holders of the majority of the Founder Shares can elect to exercise these registration rights at any time commencing three months prior to the date on which these shares of common stock are to be released from escrow. The holders of a majority of the Representative Shares, Private Units and units issued to the Sponsor, officers, directors or their affiliates in payment of Working Capital Loans made to the Company (or underlying securities) can elect to exercise these registration rights at any time after the Company consummates a Business Combination. Notwithstanding anything to the contrary, EarlyBirdCapital may only make a demand on one occasion and only during the five -year -back -back -year Underwriters Agreement EarlyBirdCapital and I -Bankers -day -allotments -allotment On March 19, 2021, the Underwriters partially exercised the over -allotment EarlyBirdCapital will have the right of first refusal for a period commencing from the consummation of the IPO until the consummation of the initial Business Combination (or the liquidation of the Trust Account in the event that the Company fails to consummate the initial Business Combination within the Combination Period) to act as book running manager, placement agent and/or arranger for all financings where the Company seeks to raise equity, equity -linked In addition, under certain circumstances EarlyBirdCapital will be granted, for a period of one year from the closing of the IPO, the right to act as lead underwriter for the next U.S. registered public offering of securities, undertaken by any of the Company’s officers, for the purpose of raising capital and placing 90% or more of the proceeds in a trust or escrow account to be used to acquire one or more operating businesses in the technology industry that have not been identified at the time of the IPO. Business Combination Marketing Agreement The Company has engaged EarlyBirdCapital as an advisor in connection with the Business Combination to assist the Company in holding meetings with its stockholders to discuss the potential Business Combination and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing the Company’s securities in connection with the initial Business Combination, assist the Company in obtaining stockholder approval for the Business Combination and assist the Company with its press releases and public filings in connection with the Business Combination. The Company will pay EarlyBirdCapital a cash fee for such services upon the consummation of its initial Business Combination in an amount equal to 3.5% of the gross proceeds of the IPO (exclusive of any applicable finders’ fees which will become payable); provided that up to 30% of the fee may be allocated at the Company’s sole discretion to other FINRA members (including, with EarlyBirdCapital’s prior consent which shall not be unreasonably withheld, companies affiliated with the Company or its officers or directors) that assist the Company in identifying or consummating an initial Business Combination. Representative Shares On January 13, 2021, the Company has issued to EarlyBirdCapital and its designees an aggregate of 350,000 representative shares at a purchase price of $0.0001 per share (the “Representative Shares”). The fair value of the Representative Shares was determined to be $2,024,463 (See Note 7). On March 10, 2021, the Company effected a stock dividend of 0.2 shares of common stock for every share of common stock outstanding, resulting in an additional 70,000 representative shares issued to EarlyBirdCapital for no consideration and an aggregate of 420,000 representative shares outstanding. The holders of the Representative Shares have agreed not to transfer, assign or sell any such shares without the Company’s prior consent until the completion of the initial Business Combination. In addition, the holders of the Representative Shares have agreed (i) to waive their conversion rights (or right to participate in any tender offer) with respect to such shares in connection with the completion of the initial Business Combination and (ii) to waive their rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete its initial Business Combination within the Combination Period. The Representative Shares have been deemed compensation by FINRA and are therefore subject to a lock -up -up Business Combination Legal Services Agreement The Company has entered into an agreement with its legal counsel, Loeb & Loeb (“Loeb”), whereby the Company is required to pay a total of $250,000 in retainer fees to Loeb for services related to the initial Business Combination upon the completion of certain milestones. The balance of any additional legal fees incurred related to the initial Business Combination will be due at the closing of the SPAC Merger. As of December 31, 2021, the Company had paid a total of $50,000 of retainer fees to Loeb. Consulting Agreement On March |
SoundHound, Inc. [Member] | |
Commitments and Contingencies [Line Items] | |
Commitments and Contingencies | 6. COMMITMENTS AND CONTINGENCIES Contracts In August 2021, the Company entered into an exclusive agreement with a cloud service provider to host its voice artificial intelligence platform pursuant to which the Company committed to pay $100,000 in cloud costs over a seven -year Letters of Credit In conjunction with entering an 89 -month If an event of default occurs, the landlord may draw upon the letter of credit. The letter of credit is reduced by $230 at the beginning of the 25 th Additionally, in conjunction with entering a five -year Legal Proceedings From time to time, the Company may have certain contingent liabilities that arise in the ordinary course of its business activities. The Company accrues contingent liabilities when it is probable that future expenditures will be made, and such expenditures can be reasonably estimated. In the opinion of management, there are no pending claims for which the outcome is expected to result in a material adverse effect on the financial position, results of operations or cash flows of the Company. Other Matters The Company has not historically collected U.S. state or local sales and use tax, or other similar taxes, in any jurisdiction. On June 21, 2018, the U.S. Supreme Court decided, in South Dakota v. Wayfair, Inc. -by-state Contingencies |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | Note 9 — Stockholders’ Equity Preferred Stock — Common Stock — Public Warrants Each whole warrant entitles the holder to purchase one common stock at a price of $11.50 per share, subject to adjustment as discussed below, at any time commencing 30 days after the completion of an initial Business Combination. The warrants will expire on the fifth anniversary of the completion of an initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. However, no warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the shares of common stock issuable upon exercise of the warrants and a current prospectus relating to such shares of common stock. Notwithstanding the foregoing, if a registration statement covering the shares of common stock issuable upon exercise of the Public Warrants is not effective within 90 days following the consummation of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value”(defined below) by (y) the fair market value. The “fair market value” for this purpose will mean the average reported last sale price of the shares of common stock for the 5 trading days ending on the trading day prior to the date of exercise. The Company may call the warrants for redemption (excluding the Private Warrants and any warrants underlying additional units issued to the Sponsor, initial stockholders, officers, directors or their affiliates in payment of Working Capital Loans made to the Company), in whole and not in part, at a price of $0.01 per warrant, • • • • In addition, if (x) the Company issues additional shares of common stock or equity -linked -linked |
Income Tax
Income Tax | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax [Line Items] | |
Income Tax | Note 10 — Income Tax The Company’s net deferred tax assets are as follows: December 31, December 31, Deferred tax asset Organizational costs/Startup expenses $ 51,171 $ 150 Capitalized costs related to Business Combination 82,920 — Federal net operating loss 77,042 — Total deferred tax asset 211,133 150 Valuation allowance (211,133 ) (150 ) Deferred tax asset, net of allowance $ — $ — The income tax provision consists of the following: December 31, December 31, Federal Current $ — $ — Deferred 211,133 150 State Current — — Deferred — — Change in valuation allowance (211,133 ) (150 ) Income tax provision $ — $ — As of December 31, 2021, the Company has $366,866 of U.S. federal net operating loss carryovers, which do not expire, and no state net operating loss carryovers available to offset future taxable income. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the year ended December 31, 2021, the change in the valuation allowance was $210,982. A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2021 is as follows: Statutory federal income tax rate 21.00 % State taxes, net of federal tax benefit 0.00 % Permanent Book/Tax Differences 0.49 % Change in valuation allowance (21.49 )% Income tax provision — % The Company files income tax returns in the U.S. federal jurisdiction in various state and local jurisdictions and is subject to examination by the various taxing authorities. |
SoundHound, Inc. [Member] | |
Income Tax [Line Items] | |
Income Tax | 16. INCOME TAXES The Company’s income (loss) before provision for income taxes for the years ended December 31, 2021 and 2020 consist of the following: 2021 2020 United States $ (79,962 ) $ (73,056 ) International 878 (613 ) $ (79,084 ) $ (73,669 ) The components of the provision for income taxes for the years ended December 31, 2021 and 2020 consist of the following: 2021 2020 Current: Federal $ — $ — State 5 3 International 339 594 $ 344 $ 597 2021 2020 Deferred: Federal $ — $ — State — — International 112 141 $ 112 $ 141 Total provision $ 456 $ 738 The Company has incurred net pre -tax The benefit from income taxes differs from the amount expected by applying the federal statutory rate to the loss before taxes as follows: 2021 2020 Federal statutory income tax rate 21.00 % 21.00 % State income tax rate, net of federal benefit 2.56 % 1.63 % Foreign withholding and income tax -0.49 % -0.99 % Research and development credits 2.03 % 2.51 % Change in valuation allowance -22.55 % -20.44 % Stock based compensation -0.92 % -0.00 % Non-deductible permanent expenses -1.26 % -4.61 % Other -0.95 % -0.09 % -0.58 % -0.99 % Deferred income tax reflects the tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The categories that give rise to significant components of the deferred tax assets are as follows: 2021 2020 Deferred tax assets: Net operating loss carryforwards $ 70,808 $ 54,527 Research and development credits 10,650 9,035 Property and equipment and intangible assets 91 — Deferred revenue 3,662 2,752 Contract liability 1,154 2,282 Share-based compensation 1,235 1,036 Deferred rent — 378 Operating lease liabilities 2,861 — Debt issuance cost — 121 Accruals and reserves 863 989 Gross deferred tax assets 91,324 71,120 Valuation allowance (86,695 ) (68,760 ) Deferred tax liabilities: Property and equipment and intangible assets — (78 ) Right-of-use assets (2,461 ) — Gross deferred tax liabilities (2,461 ) (78 ) Net deferred tax assets $ 2,168 $ 2,282 Based on available objective evidence, management believes it is more -likely-than-not The Company is not asserting permanent reinvestment of its unrepatriated foreign earnings under APB23. Management has analyzed the unrepatriated foreign earnings balances and determined that the following balances exist according to U.S. GAAP as of December 31, 2021: $972 in Canada, $0 in China, $5,681 in Germany, $159 in Japan and $0 in Korea. Based on the U.S. income tax treaties with Japan and Germany, the Company is entitled to a reduced 0% withholding rate on dividends from the Japanese and German subsidiaries (respectively). Under the U.S. income tax treaty with Canada, the withholding tax rate on dividends is reduced to 5%. Based on the unrepatriated earnings balance of $972, the effective tax liability is approximately $49. Management deems this amount to be immaterial to the financials. As of December 31, 2021, the Company had net operating loss carry forwards of approximately $301,503 and $102,925 available to reduce future taxable income, if any, for both federal and state income tax purposes, respectively. Additionally, as of December 31, 2021, the Company had Germany net operating loss carryforwards of $3,383. The federal and state net operating loss carry forwards will start to expire in 2025 and 2028, respectively, with the exception of $212,867 in federal net operating loss carryforwards, which can be carried forward indefinitely. The Germany net operating losses can be carried forward indefinitely. The Company also had federal and state research and development credit carry forwards of approximately $8,900 and $7,993, respectively, at December 31, 2021. The federal credits will expire starting in 2029 if not utilized. State research and development tax credits will carry forward indefinitely. Under Sections 382 and 383 of the Internal Revenue Code of 1986 and similar state tax laws, if a corporation undergoes an ownership change, the utilization of net operating loss carryforwards and other tax attributes could be subject to an annual limitation. The annual limitation may result in the expiration of the net operating loss carryforwards and credits carryforwards before utilization. The Company has not undertaken a study to determine if ownership change has occurred as defined under IRC Section 382. In the event the Company previously experienced an ownership change, or should experience an ownership change in the future, the amount of net operating losses and research and development credit carryovers, which are reserved by a full deferred tax asset valuation allowance, could be limited and may expire unutilized. As of December 31, 2021, the Company has not filed its 2019 Germany income tax return. Accordingly, the Company has recognized $474 of interest and penalties expected to be owed with the late filing of the 2019 Germany income tax return, which have been included as other expense in the Company’s statement of operations with its consolidated financial statements. The Company’s tax years 2006 to 2021 will remain open for examination by the federal and state authorities for three and four years, respectively, from the date of utilization of any net operating loss credits. On March 27, 2020 and December 27, 2020, the United States enacted the Coronavirus Aid, Relief, and Economic Security (CARES) Act and the Consolidated Appropriation Act (CAA), respectively, as a result of the Coronavirus pandemic, which contain among other things, numerous income tax provisions. Some of these tax provisions are expected to be effective retroactively for years ending before the date of enactment. The company has evaluated the current legislation and at this time, does not anticipate the CARES Act or the CCA to have a material impact on its financial statements. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Line Items] | |
Subsequent Events | Note 11 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. On January 10, 2022, the Company filed a registration statement on Form S -4 -4 On February 14, 2022, the Company filed Amendment No. 1 to the Form S -4 |
SoundHound, Inc. [Member] | |
Subsequent Events [Line Items] | |
Subsequent Events | 18. SUBSEQUENT EVENTS The Company has evaluated subsequent events through March 9, 2022, the date the consolidated financial statements were issued. In January 2022, the Company entered into a new office lease agreement for office space in Tokyo, Japan. The lease commenced on January 1, 2022 and will expire on December 31, 2023. |
Organization
Organization | 12 Months Ended |
Dec. 31, 2021 | |
SoundHound, Inc. [Member] | |
Organization [Line Items] | |
ORGANIZATION | 1. ORGANIZATION Nature of Operations SoundHound, Inc. and its subsidiaries (“SoundHound” or the “Company”) was incorporated in Delaware on September 2, 2005 and is headquartered in Santa Clara, California. SoundHound turns sound into understanding and actionable meaning. SoundHound’s technology applications enable humans to interact with the things around them in the same way they interact with each other: by speaking naturally to mobile phones, cars, televisions, music speakers, coffee machines, and every other part of the emerging “connected” world. The conversation voice AI platform is called “Houndify”, where product creators can develop their own voice interfaces with their customers. Hound is primarily used as a prototyping tool to demonstrate what Houndify can deliver. Products and services built on the Houndify platform are referred to as Houndified Products and Houndified Services. The SoundHound music app allows customers to identify and play songs by singing or humming into the smartphone’s microphone, or by identifying the sound playing in the background from external sources. Going Concern Since inception, the Company has generated recurring losses as well as negative operating cash flows, which has resulted in a net loss attributable to common stockholders of $79,540 for the year ended December 31, 2021. As of December 31, 2021, the Company has an accumulated deficit of $386,729. Management expects to continue to incur additional substantial losses in the foreseeable future as a result of research and development activities. The Company has funded its operations primarily through equity or debt financings. The Company plans to continue funding its operations and capital funding needs through a combination of private equity offerings, debt financing, revenue and other sources. Total cash and cash equivalents on hand as of December 31, 2021 was $21,626. The Company’s consolidated financial statements have been prepared on a going -concern -19 On November 15, 2021, the Company entered into a definitive merger agreement with Archimedes Tech SPAC Partners Co. (the “Business Combination” or the “Merger”). The transaction is expected to deliver between $111,000 and $244,000 of gross proceeds with an expected closing date during the second quarter of 2022. Management believes the Company’s sources of liquidity will be sufficient to fund the Company’s planned operations and existing obligations within one year after the date that the consolidated financial statements are issued. In the event that the Company does not achieve profitability and financing objectives in its current operating plan, management has the ability and commitment to reduce operating expenses as necessary. The Company’s long -term Other Risk and Uncertainties During the two -year -19 -19 relief and assistance to affected organizations. While the disruption is currently expected to be temporary, there is considerable uncertainty around potential future closings, shelter in place orders, containment of the recent COVID -19 The COVID -19 -enabling -19 |
Revenue Recognition
Revenue Recognition | 12 Months Ended |
Dec. 31, 2021 | |
SoundHound, Inc. [Member] | |
Revenue Recognition [Line Items] | |
REVENUE RECOGNITION | 3. REVENUE RECOGNITION Revenue Recognition The Company recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Revenues are generally recognized upon the transfer of control of promised products or services provided to customers, reflecting the amount of consideration the Company expects to receive for those products or services. The Company enters into contracts that can include various products or services, which are generally capable of being distinct and accounted for as separate performance obligations. The Company derives its revenue primarily from the following performance obligations: (1) hosted services, (2) professional services and (3) monetization. Revenue is reported net of applicable sales and use taxes that are passed through to customers. The Company’s arrangements with customers may contain multiple obligations. Individual services are accounted for separately if they are distinct — that is, if a service is separately identifiable from other items in the contract and a customer can benefit from it in its own or with other resources that are readily available to the customer. The Company has the following performance obligations in contracts with customers: Hosted Services Hosted services, along with non -distinct twenty The Company has determined that the hosted services arrangements are a single performance obligation comprised of a series of distinct services, since each day of providing access to hosted services is substantially the same and the customer simultaneously receives and consumes the benefits as access is provided. These services are provided either on a usage basis (i.e., variable consideration) or on a fixed fee subscription basis. The Company recognizes revenue as each distinct service period is performed (i.e., recognized as incurred). Hosted services generally include up -front distinct from the hosted services. In making this determination, factors such as the degree of integration, the customers’ ability to start using the software prior to customization, and the availability of these services from other independent vendors are considered. In instances where the Company concluded that the up -front Professional Services Revenue from distinct professional services, such as non -integrated -time For distinct professional services determined to be recognized over -time Monetization Monetization revenues are primarily derived from advertising payments associated with ad impressions placed on the SoundHound music identification application. The Company derives an immaterial amount of revenue from, sales commissions earned from song purchases facilitated by the SoundHound app and App store fees paid for ads -free When a contract has multiple performance obligations, the transaction price is allocated to each performance obligation based on its relative estimated standalone selling price (“SSP”). Judgments are required to determine the SSP for each distinct performance obligation. SSP is determined by maximizing observable inputs from pricing of standalone sales, when possible. Since prices vary from customer to customer based on customer relationship, volume discount and contract type, in instances where the SSP is not directly observable, the Company estimates SSP by considering the following factors: • • • • These factors may vary over time, depending upon the unique facts and circumstances related to each deliverable. If the facts and circumstances underlying the factors considered change or should future facts and circumstances lead the Company to consider additional factors, the Company’s best estimate of SSP may also change. For the years ended December 31, 2021 and 2020, revenues under each performance obligation were: December 31, 2021 2020 Hosted services $ 12,764 $ 8,563 Professional services 7,142 3,080 Monetization 1,291 1,374 Total $ 21,197 $ 13,017 For the years ended December 31, 2021 and 2020, the disaggregated revenue by geographic location is as follows: December 31, 2021 2020 Germany $ 7,526 $ 3,339 United States 5,117 3,538 Japan 3,797 3,496 Korea 1,373 1,855 France 2,616 618 Other 768 171 Total $ 21,197 $ 13,017 For the years ended December 31, 2021 and 2020, the disaggregated revenue by recognition pattern is as follows: December 31, 2021 2020 Over time revenue $ 15,210 $ 10,757 Point-in-time 5,987 2,260 Total $ 21,197 $ 13,017 The Company also disaggregates revenue by service type. This disaggregation consists of Product Royalties, Service Subscriptions and Monetization. Product Royalties revenue is derived from Houndified Products, which are voice -enabled -based platform to fit customers’ specific needs. Revenue from Monetization is generated from the SoundHound music identification app and is primarily attributable to user ad impression revenue. For the years ended December 31, 2021 and 2020, the disaggregated revenue by service type is as follows: December 31, 2021 2020 Product Royalties $ 18,356 $ 10,372 Service Subscriptions 1,550 1,271 Monetization 1,291 1,374 Total $ 21,197 $ 13,017 Contract Balances The Company performs its obligations under a contract with a customer by licensing access to software or providing services in exchange for consideration from the customer. The timing of the Company’s performance often differs from the timing of the customer’s payment, which results in the recognition of a receivable, a contract asset or a contract liability. As of December 31, 2021 and 2020, the Company had contract assets included in prepaid expenses and other current assets of $54 and $43, respectively, in the consolidated balance sheets. The Company did not record any asset impairment charges related to contract assets during the year ended December 31, 2021. Revenue recognized for the years ended December 31, 2021 and 2020 that was included in the deferred revenues balances at the beginning of the reporting period was $14,945 and $7,503, respectively. The significant decrease in deferred revenue as of December 31, 2021 compared to the beginning of the reporting period is primarily due to recognition of $4,346 revenue related to a one -time two five five -based -based The Company’s long -term The Company elected the practical expedient to not adjust promised amounts of consideration for the effects of a significant financing component if the Company expects, at contract inception, that the period between when the Company transfers a promised good or service to a customer and when the customer pays for that good or service will be one year or less. |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2021 | |
SoundHound, Inc. [Member] | |
Property and Equipment, Net [Line Items] | |
PROPERTY AND EQUIPMENT, NET | 4. PROPERTY AND EQUIPMENT, NET Property and equipment, net consisted of the following: December 31, 2021 December 31, 2020 Computer equipment $ 20,571 $ 19,867 Software and voice recordings 8,687 8,335 Leasehold improvements 3,567 3,560 Furniture and fixtures 729 720 Construction in progress — 6 Total, at cost 33,554 32,488 Less: accumulated depreciation and amortization (27,399 ) (22,053 ) Total property and equipment, net $ 6,155 $ 10,435 The property and equipment account includes assets under finance lease obligations (see Note 13 for additional information) with an aggregate cost of approximately $16,622 and $16,278 and accumulated depreciation of approximately $13,938 and $11,673 as of December 31, 2021 and 2020, respectively. Depreciation and amortization expense totaled approximately $5,502 and $6,037 for the years ended December 31, 2021 and 2020, respectively. |
Accrued Liabilities
Accrued Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
SoundHound, Inc. [Member] | |
Accrued Liabilities [Line Items] | |
ACCRUED LIABILITIES | 5. ACCRUED LIABILITIES Accrued liabilities on the consolidated balance sheets are comprised of the following as of December 31, 2021 and 2020, respectively: December 31, 2021 December 31, 2020 Accrued compensation expenses $ 3,802 $ 2,692 Accrued interest 1,369 — Accrued vendor payables 1,109 509 Accrued professional services 934 149 Other accrued liabilities 84 61 $ 7,298 $ 3,411 The Company recorded accrued interest of $395 as of December 31, 2020 under other liabilities, non -current |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2021 | |
SoundHound, Inc. [Member] | |
Warrants [Line Items] | |
WARRANTS | 7. WARRANTS In connection with the issuance of promissory notes in September 2010 and March 2011, the Company issued detachable warrants to purchase 76,180 and 25,394 -year In connection with the issuance of the April 2013 Note and November 2013 Note, the Company issued detachable warrants to purchase 44,708 and 89,418 In connection with the issuance of the Company’s 2021 note payable (“SVB March 2021 Note”) and 2021 Convertible Note (“SCI June 2021 Note”), the Company issued detachable warrants to purchase 127,570 and 63,785 -in-capital ten -year |
Convertible Notes and Note Paya
Convertible Notes and Note Payable | 12 Months Ended |
Dec. 31, 2021 | |
SoundHound, Inc. [Member] | |
Convertible Notes and Note Payable [Line Items] | |
CONVERTIBLE NOTES AND NOTE PAYABLE | 8. CONVERTIBLE NOTES AND NOTE PAYABLE 2020 Convertible Notes In May 2020, the Company issued a convertible promissory note (“May Note”) to a Lender in exchange for $25,000 in cash proceeds. The May Note had an annual interest rate of 5% and a maturity date of May 15, 2022. All unpaid interest and principal are due and payable upon request of the Lender on or after the May Note’s maturity date. In June 2020, the Company issued a promissory note, the SNAP June 2020 Note, to a Lender in exchange for $15,000 in cash proceeds. This note has an annual interest rate of 5% and a maturity date of June 26, 2022, if not converted earlier pursuant to conversion terms and change in control events as described below. All unpaid interest and principal are due and payable upon request of the Lender on or after the SNAP June 2020 Note’s maturity date. The outstanding principal balance and unpaid accrued interest of the May Note and SNAP June 2020 Note are convertible pursuant to the following terms (“May Note Conversion Feature,” “SNAP June 2020 Note Conversion Feature,” collectively, “Conversion Features”): automatic conversion into equity shares in the next equity financing round (“May Note Qualified Financing,” “SNAP June 2020 Note Qualified Financing,” collectively, “Qualified Financing”) at a conversion price equal to either (a) the lowest cash price per share paid by investors in such qualified financing (which will reflect at least a 20% discount to the price per share paid by other investors purchasing securities in additional closings), or (b) if there are no additional closings, 0.80 times the price per share paid by investors purchasing equity securities in the Qualified Financing. The May Note Qualified Financing shall be at least $40,000, which includes the conversion of the May Note but excludes any other indebtedness. The SNAP June 2020 Note Qualified Financing shall be at least $30,000, which excludes the conversion of the SNAP June 2020 Note and any other indebtedness. Furthermore, upon a change of control event, the Company shall settle both the May Note and SNAP June 2020 Note in cash, pursuant to the following terms (“Redemption Features”): — 200% of the then outstanding principal amount of the respective note plus any unpaid accrued interest on the original principal of such note; and — 100% of the then outstanding principal amount of the respective note plus any unpaid accrued interest on the original principal of such note, provided that if the change of control transaction closes between the Company and the Lender or an affiliate of the Lender. The Company evaluated whether the Convertible Notes contain embedded features that meet the definition of derivatives under ASC 815, Derivatives and Hedging. The Conversion Features qualify as derivatives as they continuously reset as the underlying stock price increases or decreases so as to provide a variable number of shares for a fixed value of equity to the holders at any conversion date. As such, the Conversion Features were bifurcated and accounted for as a derivative liability to be remeasured at the end of each reporting period. The Company recorded the bifurcated Conversion Features initially at fair value with the residual value being allocated to the Convertible Notes as a debt discount. The fair value of the Conversion Features upon issuance in May 2020 and June 2020, were $4,060 and $2,460, respectively, and were recorded as a derivative liability on the Company’s Consolidated Balance Sheet. The Redemption Features of the Convertible Notes do not meet the definition of derivatives. Therefore, the Redemption Features are not bifurcated. The Company evaluated whether the Convertible Notes contain embedded features that meet the definition of derivatives under ASC 815, Derivatives and Hedging. The Company determined that certain conversion features met criteria to be bifurcated as derivative liabilities to be remeasured at the end of each reporting period. The Company recorded the bifurcated conversion features initially at fair value with the residual value being allocated to the convertible notes as a debt discount. The redemption features of the May Note and SNAP June 2020 Note do not meet the definition of derivatives. Therefore, the redemption features are not bifurcated. The total amount of debt discount at issuance for the May Note and SNAP June 2020 Note was $4,175 and $2,529, respectively. The Company amortized the aggregate debt discount using the effective interest method. The Company recognized total interest expense of $2,015 associated with the SNAP June 2020 Note for the year ended December 31, 2021, out of which $1,265 relates to the amortization of the debt discount. The Company recognized total interest expense of $1,724 associated with the May Note and SNAP June 2020 Note for the year ended December 31, 2020, out of which $1,050 relates to the amortization of the debt discount. The debt discount related to the SNAP June 2020 Note is amortized over the life of the instrument, beginning at note issuance and ending on June 26, 2022, the date of maturity. The May Note contains a conversion feature in which outstanding principal and any unpaid accrued interest automatically converts into equity securities. This conversion occurs when the Company issues and sells equity securities in a bona fide equity financing with total proceeds to the Company totaling more than $40,000, including the face value of the May Note before the May Note’s maturity date (“May Note Qualified Financing”). The SNAP June 2020 Note contains a similar conversion feature, differing where total proceeds must exceed $30,000, excluding the face value of the SNAP June 2020 Note (“SNAP June 2020 Note Qualified Financing”). In August 2020, the Company issued Series D -3A -3A -3A -3A -3A -3A The following table summarizes the unamortized debt discount, fair value of conversion feature, and accrued interest as of December 31, 2021 and 2020, and fair value remeasurement for the years ended December 31, 2021 and 2020: December 31, 2021 December 31, 2020 Unamortized debt discount $ 657 $ 1,942 Fair value of conversion feature $ 3,488 $ 2,380 Accrued interest $ 1,136 $ 395 December 31, 2021 December 31, 2020 Remeasurement of conversion feature – gain/(loss) $ (1,108 ) $ 80 Accrued interest is included in accrued liabilities as of December 31, 2021, and other non -current -term -term SVB March 2021 Note In March 2021, the Company entered into a loan and security agreement with a commercial bank to borrow $30,000 along with the issuance of warrants to purchase 127,570 The loan bears interest at an annual rate equal to the greater of 9% or 5.75% above the Prime Rate. As of December 31, 2021, the interest rate was 9%. Payments are interest -only The term loan amortization date is April 1, 2022, with an opportunity for a six -month -term SCI June 2021 Note In June 2021, the Company entered into a loan and security agreement with a lender to obtain credit extensions to the Company. Extensions may be requested in $5,000 increments up to a total commitment amount of $15,000. The Company drew an initial $5,000 on June 14, 2021 and the remaining $10,000 on December 1, 2021. The SCI June 2021 Note also contains a final payment provision of 3.5% on each draw or $525 in total. Additionally, warrants were issued alongside the convertible note to purchase 63,785 As the warrants and discounts of $2,150 are directly attributable to the total commitment of $15,000, the Company has presented its unamortized debt issuance cost associated with this convertible note as a current asset, recorded as debt issuance cost on the consolidated balance sheets. The Company is amortizing the cost on a straight -line The loan bears interest at an annual rate equal to the greater of 9% or 5.75% above the Prime Rate. As of December 31, 2021, the interest rate is 9%. Payments are interest -only The loan amortization date is June 1, 2022, with an opportunity for a six -month The below table summarizes the Company’s debt balances as of December 31, 2021 and 2020: December 31, 2021 SVB March 2021 Note Note payable, current portion $ 31,050 Unamortized loan discount (1,086 ) Carrying value $ 29,964 December 31, 2021 SNAP June 2020 Note SCI Note Total Convertible notes, current portion $ 15,000 $ 15,525 $ 30,525 Unamortized loan discount (657 ) — (657 ) Total $ 14,343 $ 15,525 $ 29,868 Unamortized debt issuance cost recorded as an asset $ — $ 1,132 $ 1,132 December 31, 2020 SNAP Convertible notes, net of current portion $ 15,000 Unamortized loan discount (1,942 ) Carrying value $ 13,058 Additionally, interest expense on the consolidated statements of operations and comprehensive loss is inclusive of stated interest incurred on the Company’s debt instruments during the relevant periods, as well as the amortization of debt discounts and issuance costs. The life of each instrument may be shortened if a lender demands payment if certain events occur that are outside the control of the Company. |
Preferred Stock
Preferred Stock | 12 Months Ended |
Dec. 31, 2021 | |
SoundHound, Inc. [Member] | |
Preferred Stock [Line Items] | |
PREFERRED STOCK | 10. PREFERRED STOCK A summary of the Preferred Stock authorized, issued and outstanding as of December 31, 2021 is as follows : Shares Authorized Shares Issued Liquidation Preference Carrying Value Series A 3,438,670 3,438,670 $ 5,082 $ 4,967 Series B 6,065,646 6,065,646 11,943 11,038 Series C 1,041,607 1,023,631 6,869 11,837 Series C-1 798,399 798,399 16,072 16,061 Series D 3,646,050 3,646,050 95,027 85,648 Series D-1 1,515,152 1,515,152 50,000 49,957 Series D-2 1,515,151 1,515,151 50,000 49,949 Series D-3 3,750,000 1,245,838 49,834 50,046 Series D-3A 4,545,454 — — — 26,316,129 19,248,537 $ 284,826 $ 279,503 In August 2020, the Company issued 454,545 -3A -3A In September 2020, the Company entered into a stock exchange agreement (“Exchange Agreement”) with the holders of Series D -3A -3A -3A -3A -3 -3A -3 In November 2020, the Company issued 25,000 -3 In November 2020, the Series B Warrants were exercised in full resulting in the issuance of 101,574 In December 2021, all outstanding 134,126 The holders of the Company’s Series A, Series B, Series C, Series C -1 -1 -2 -3 -3A Dividends The holders of shares of Series A, Series B, Series C, Series C -1 -1 -3 -3A After the payment or setting aside of payment of the Senior Preferred Dividends, the holders of shares of Series D -2 After the payment or setting aside for payment of the Senior Preferred Dividends and the Junior Preferred Dividends, any additional dividends declared or paid in any fiscal year shall be distributed among the holders of Preferred Stock and common stock then outstanding pro rata based on the number of shares of common stock then held by each holder (assuming conversion of all such Preferred Stock into common stock at the then -effective Conversion Each share of outstanding Preferred Stock is convertible, at the option of the holder thereof, at any time after the date of issuance of such share, into such number of fully -paid -assessable Each share of outstanding Preferred Stock will automatically be converted into fully -paid -assessable -converted Liquidation Preference In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company: Series D, D-1, D-3 and D-3A Preference The holders of the Series D, Series D -1 -3 -3A -2 -1 -1 -3 -3A -1 -3 -3A -1 -3 -3A Series D-2 Preference The holders of the Series D -2 -1 -2 -2 -2 -2 Series C-1 Preference The holders of the Series C -1 -1 -1 -1 -1 Series C Preference The holders of the Series C Preferred Stock are entitled to receive, prior and in preference to any distribution of any of the assets of the Company to the holders of Series B, Series A Preferred Stock or common stock by reason of their ownership thereof, an amount per share equal to the greater of (i) $6.71 per share, adjustable for certain events, such as stock splits, stock dividends, reclassification and the like, for each share of Series C Preferred Stock then held by them, plus all declared but unpaid dividends, or (ii) such amount per share as would have been payable had all shares of Series C Preferred Stock been converted into common stock immediately prior to such liquidation, dissolution or winding up. If, in the event the assets and funds thus distributed among the holders of the Series C Preferred Stock are insufficient to permit the payment to such holders of the full aforesaid preferential amounts, the entire assets and funds of the Company legally available for distribution shall be distributed ratably among the holders of the Series C Preferred Stock in proportion to the preferential amount each such holder is otherwise entitled to receive. Series B Preference The holders of the Series B Preferred Stock are entitled to receive, prior and in preference to any distribution of any of the assets of the Company to the holders of Series A Preferred Stock or common stock by reason of their ownership thereof, an amount per share equal to the greater of (i) $1.969 per share, adjustable for certain events, such as stock splits, stock dividends, reclassification and the like, for each share of Series B Preferred Stock then held by them, plus all declared but unpaid dividends, or (ii) such amount per share as would have been payable had all shares of Series B Preferred Stock been converted into common stock immediately prior to such liquidation, dissolution or winding up. If, in the event the assets and funds thus distributed among the holders of the Series B Preferred Stock are insufficient to permit the payment to such holders of the full aforesaid preferential amounts, the entire assets and funds of the Company legally available for distribution shall be distributed ratably among the holders of the Series B Preferred Stock in proportion to the preferential amount each such holder is otherwise entitled to receive. Series A Preference The holders of the Series A Preferred Stock are entitled to receive, prior and in preference to any distribution of any of the assets of the Company to the holders of common stock by reason of their ownership thereof, an amount per share equal to the greater of (i) $1.478 per share, adjustable for certain events, such as stock splits, stock dividends, reclassification and the like, for each share of Series A Preferred Stock then held by them, plus all declared but unpaid dividends, or (ii) such amount per share as would have been payable had all shares of Series A Preferred Stock been converted into common stock immediately prior to such liquidation, dissolution or winding up. If, in the event the assets and funds thus distributed among the holders of the Series A Preferred Stock are insufficient to permit the payment to such holders of the full aforesaid preferential amounts, the entire assets and funds of the Company legally available for distribution shall be distributed ratably among the holders of the Series A Preferred Stock in proportion to the preferential amount each such holder is otherwise entitled to receive. Remaining Assets for Distribution Upon the completion of the liquidation preferences above, the remaining assets of the Company available for distribution to stockholders will be distributed among the holders of the Preferred Stock and the common stock pro rata based on the number of shares of common stock held by each (assuming conversion of all such Preferred Stock into common stock ) until the holders of Series D -3 -1 -2 -3A -1 Stock then held by them (including amounts paid pursuant to the liquidation preferences above). Thereafter, the holders of the common stock will receive all of the remaining assets of the Company pro rata based on the number of shares of common stock held by each. Redemption The Preferred Stock is not mandatorily redeemable. In the event that the Company agrees to redeem or repurchase any portion or all of the shares of Series A, Series B, Series C, Series C -1 -rata -1 -3 -3A Voting Rights The holders of Preferred Stock have the same voting rights equivalent to the number of shares of common stock into which their shares of Preferred Stock convert. Holders of Preferred Stock shall vote together with holders of common stock as a single class and on an as -converted The holders of Series A Preferred Stock, as a separate class, are entitled to elect one director of the Company. The holders of Series B Preferred Stock, as a separate class, are entitled to elect two directors of the Company. The holders of common stock , as separate class, are entitled to elect three directors of the Company. The holders of Preferred Stock and common stock , as a single class on an as -converted |
Common Stock
Common Stock | 12 Months Ended |
Dec. 31, 2021 | |
SoundHound, Inc. [Member] | |
Common Stock [Line Items] | |
COMMON STOCK | 11. COMMON STOCK As of December 31, 2021, the Company has authorized the issuance of 45,000,000 The Company has reserved shares of common stock for future issuance on an as -if Series A Preferred Stock 3,438,670 Series B Preferred Stock 6,065,646 Series C Preferred Stock 1,023,631 Series C-1 Preferred Stock 798,399 Series D Preferred Stock 3,646,050 Series D-1 Preferred Stock 1,515,152 Series D-2 Preferred Stock 1,515,151 Series D-3 Preferred Stock 1,245,838 Common stock warrants 191,355 Stock options outstanding 5,475,283 Stock incentive plan shares reserved for future issuance 499,328 25,414,503 |
Stock Incentive Plan
Stock Incentive Plan | 12 Months Ended |
Dec. 31, 2021 | |
SoundHound, Inc. [Member] | |
Stock Incentive Plan [Line Items] | |
STOCK INCENTIVE PLAN | 12. STOCK INCENTIVE PLAN The Board of Directors has authorized and in April 2016 adopted the 2016 Equity Incentive Plan (the “2016 Plan”) as a successor and continuation of the 2006 Plan (collectively, the “Plans”). Under the Plans, the Board of Directors may grant awards of options and restricted stock, as well as stock appreciation rights and other stock awards. During the year ended December 31, 2021, the Company amended the 2016 Plan to increase the number of shares of common stock reserved for issuance under the Plans by 1,200,000 to an aggregate of 8,701,460. The 2016 Plan provides for incentive stock options to be granted to employees at an exercise price not less than 100% of the fair value at the grant date as determined by the Board of Directors, unless the optionee is a 10% stockholder, in which case the option price will not be less than 110% of such fair market value. Options granted generally have a maximum term of 10 years from grant date, are exercisable upon vesting unless otherwise designated for early exercise by the Board of Directors at the time of grant, and generally vest over a four -year Option Activity Stock option activity under the Plans is as follows for the years ended December 31, 2021 and 2020: Shares Outstanding Weighted Weighted Average Intrinsic Outstanding, January 1, 2020 378,010 4,276,480 $ 10.35 6.44 $ 33,785 Authorized 650,000 — — — — Options granted (1,446,350 ) 1,446,350 19.98 — — Options exercised — (68,679 ) 2.82 — 1,138 Awards forfeited or cancelled 475,875 (475,875 ) 13.76 — — Outstanding, December 31, 2020 57,535 5,178,276 13.23 6.75 36,987 Authorized 1,200,000 — — — — Options granted (1,134,542 ) 1,134,542 40.10 — — Options exercised — (461,290 ) 5.34 — 9,667 Awards forfeited or cancelled 376,245 (376,245 ) 17.35 — — Outstanding, December 31, 2021 499,238 5,475,283 $ 19.19 6.78 $ 168,923 Options exercisable as of December 31, 2021 3,322,160 12.23 5.32 125,517 Options exercised early are subject to the vesting provisions mentioned above, and any unvested shares are subject to repurchase at the original price upon termination of employment, death, or disability. There were no option exercises during the year ended December 31, 2021 and 2020 that were subject to repurchase. The total fair value of options vested was approximately $5,358 and $5,400, during the years ended December 31, 2021 and 2020, respectively. The following table summarizes information with respect to stock options outstanding and exercisable as of December 31, 2021: Options Outstanding Options Exercisable Range of Exercise Prices Per Share Shares Weighted Shares Weighted $2.43 – $12.06 1,223,100 2.63 1,223,100 2.63 $12.07 – $15.34 1,223,673 5.91 1,154,889 5.87 $15.35 – $19.31 876,147 7.67 531,085 7.65 $19.32 – $24.17 1,156,561 8.84 404,605 8.78 $24.18 – $50.07 995,802 9.77 8,481 9.74 5,475,283 6.78 3,322,160 5.32 During the years ended December 31, 2021 and 2020, the Company’s stock compensation expense was $6,322 and $5,897, respectively. As of December 31, 2021, the unamortized expense related to outstanding awards was $25,572. The weighted average remaining amortization period over which the balance as of December 31, 2021 is to be amortized is 3.12 years. No income tax benefit was recognized for this compensation expense in the Consolidated Statement of Operations and Comprehensive Loss, as the Company does not anticipate realizing any such benefit in the future. Employee Stock-Based Compensation For the purpose of determining the estimated fair value of share -based -Scholes -pricing -based The assumptions under the Black -Scholes -pricing December 31, 2021 December 31, 2020 Fair value of common stock $ 40.83 $ 20.37 Dividend yield 0 % 0 % Expected volatility 42 % 44 % Expected term (years) 6.01 5.92 Risk free interest rate 1.14 % 0.64 % Stock -based December 31, 2021 December 31, 2020 Research and development $ 4,434 $ 3,605 Sales and marketing 509 414 General and administrative 1,379 1,878 Total $ 6,322 $ 5,897 Executive Options The Company historically issued option awards to key personnel with contractual expirations of 5 to 10 years. Certain individuals had not exercised their options prior to expiration. As a result of the expiration of unexercised but fully vested options awards, the Company issued new options for the same quantity previously granted, but with an exercise price set to the then fair value of common stock determined in accordance with a board approved 409A. Furthermore, in an effort to make the holders whole, the Company entered into a change in control bonus Letter Agreement with each individual. Pursuant to the agreement, each individual is entitled to an additional lump sum payment capped at the difference between the original aggregate exercise price and the new aggregate exercise price upon a change in control transaction as defined in the Company’s 2016 Equity Incentive Plan, provided that such a transaction also constitutes a “Liquidation Transaction” as defined in the Company’s Certificate of Incorporation. The maximum change in control bonus for executive award holders is $5,837 and remains unamortized as of December 31, 2021. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
SoundHound, Inc. [Member] | |
Leases [Line Items] | |
LEASES | 13. LEASES The Company leases certain facilities under non -cancelable Aggregate noncancelable future minimum lease payments under operating and finance leases are as follows: Operating Lease Financing Year Ending December 31: 2022 $ 3,544 $ 1,383 2023 3,543 189 2024 3,288 122 2025 962 11 2026 505 — Thereafter 1,785 — Total 13,627 1,705 Less: imputed interest (1,735 ) (112 ) Present value of lease liabilities 11,892 1,593 Less: current portion (3,281 ) (1,301 ) Lease liabilities, net of current portion $ 8,611 $ 292 Additional information related to the Company’s lease balances during the year ended and as of December 31, 2021 includes : December 31, 2021 Operating lease cost $ 3,654 Short-term lease cost $ 524 Financing lease cost: Amortization of finance leased assets $ 2,575 Interest of lease liabilities $ 472 Operating Financing Weighted average remaining lease term (years) 4.51 1.22 Weighted average discount rate 5.94 % 13.21 % The Company’s rent expense totaled approximately $4,178 and $3,514 during the years ended December 31, 2021 and 2020, respectively. |
Other Expense, Net
Other Expense, Net | 12 Months Ended |
Dec. 31, 2021 | |
Other Expense, Net [Abstract] | |
OTHER EXPENSE, NET | 14. OTHER EXPENSE, NET Other expense, net on the consolidated statements of operations and comprehensive loss is comprised of the following for the years ended December 31, 2021 and 2020, respectively: December 31, 2021 2020 Other expense, net: Interest income $ 7 $ 168 Change in fair value of derivative and warrant liability (4,920 ) (1,806 ) Loss on extinguishment of convertible note — (3,775 ) Other expense, net (502 ) 17 Total other expense, net $ (5,415 ) $ (5,396 ) |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2021 | |
SoundHound, Inc. [Member] | |
Net Loss Per Share [Line Items] | |
NET LOSS PER SHARE | 15. NET LOSS PER SHARE The following table presents the calculation of basic and diluted net loss per share attributable to common stockholders for the years ended December 31, 2021 and 2020: December 31, 2021 2020 Numerator: Net loss $ (79,540 ) $ (74,407 ) Less: deemed dividend related to the exchange of Preferred Stock Series D-3A for Preferred Stock Series D-3 — (3,182 ) Net loss attributable to common stockholders $ (79,540 ) $ (77,589 ) Denominator: Weighted average shares outstanding – Basic and Dilutive 12,104,523 11,780,078 Basic and Diluted Net Loss Per Share $ (6.57 ) $ (6.59 ) For the years ended December 31, 2021 and 2020, the diluted earnings per share is equal to the basic earnings per share as the effect of potentially dilutive securities would have been antidilutive. The following table summarizes the outstanding shares of potentially dilutive securities that were excluded from the calculation of diluted earnings per share because their inclusion would have been anti -dilutive December 31, 2021 2020 Stock options 5,475,283 5,178,276 Series C Warrants — 134,126 Common stock warrants 191,355 — Preferred Stock 19,248,537 19,132,387 Total 24,915,175 24,444,789 |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies, by Policy (Policies) [Line Items] | |
Basis of Presentation and Significant Accounting Policies | Basis of Presentation The accompanying financial statements of the Company are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). |
Emerging Growth Company Status | Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes -Oxley Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non -emerging |
Use of Estimates | Use of Estimates The preparation of financial statement in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short -term |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account At December 31, 2021, the Company had $133,010,583 in the Trust Account which may be utilized for Business Combination. As of December 31, 2021, the assets held in the Trust Account were invested in Treasury Securities consisting of money market funds. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three -tier • • • In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. The fair value of the Company’s certain assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet. The fair values of cash and cash equivalents, prepaid expenses, accounts payable and accrued expenses, and due to related party are estimated to approximate the carrying values as of December 31, 2021 due to the short maturities of such instruments. The Company’s warrant liability and the fair value of its Representative Shares are based on valuation models utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. Significant deviations from these estimates and inputs could result in a material change in fair value. The fair value of the warrant liability and the fair value of its Representative Shares are classified as Level 3. See Note 7 for additional information on assets, liabilities and Representative Shares measured at fair value. |
Concentrations of Credit Risk and Other Risks and Uncertainties | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At December 31, 2021 and 2020, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
Common Stock Subject to Possible Redemption | Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock feature certain redemption rights that is considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. |
Net Loss Per Share | Net Income (Loss) Per Common Share The Company complies with accounting and disclosure requirements of FASB ASC 260, Earnings Per Share. The statements of operations include a presentation of income (loss) per redeemable Public Share and income (loss) per founder non -redeemable -class -redeemable paid to the public stockholders. Subsequent to calculating the total income (loss) allocable to both sets of shares, the Company split the amount to be allocated using a ratio of 72.8% for the Public Shares and 27.2% for the founder non -redeemable The earnings per share presented in the statements of operations is based on the following: For the Net loss $ (981,884 ) Accretion of temporary equity to redemption value (13,376,606 ) Net loss including accretion of temporary equity to redemption value $ (14,358,490 ) For the year ended Redeemable Non-redeemable Basic and diluted net loss per share: Numerator: Allocation of net loss including accretion of temporary equity $ (10,451,084 ) $ (3,907,406 ) Accretion of temporary equity to redemption value 13,376,606 — Allocation of net income (loss) $ 2,925,522 $ (3,907,406 ) Denominator: Weighted-average shares outstanding 10,589,315 3,959,088 Basic and diluted net income (loss) per share $ 0.28 $ (0.99 ) No shares of the Company were issued or outstanding in 2020 and, as a result, Earnings Per Share does not exist for 2020. In connection with the underwriters’ partial exercise of their over -allotment As of December 31, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the Company’s earnings. As a result, diluted income (loss) per share is the same as basic income (loss) per share for the periods presented. |
Offering Costs associated with the Initial Public Offering | Offering Costs associated with the Initial Public Offering The Company complies with the requirements of the ASC 340 -10-S99-1 On March 19, 2021, the underwriters partially exercised the over -allotment |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. Derivative instruments are recorded at fair value on the grant date and re -valued -current -cash |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2021 and 2020, respectively. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. |
Risks and Uncertainties | Risks and Uncertainties Management continues to evaluate the impact of the COVID -19 |
Recently Adopted Accounting Standards | Recently Adopted Accounting Standards In August 2020, the FASB issued ASU 2020 -06 Debt -Debt with Conversion and Other Options (Subtopic 470 -20 ) and Derivatives and Hedging -Contracts in Entity’s Own Equity (Subtopic 815 -40 ): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity -06 -linked -06 |
SoundHound, Inc. [Member] | |
Accounting Policies, by Policy (Policies) [Line Items] | |
Basis of Presentation and Significant Accounting Policies | Basis of Presentation and Significant Accounting Policies The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding annual financial reporting. Any reference in these notes to applicable accounting guidance is meant to refer to the authoritative U.S. GAAP included in the Accounting Standards Codification (“ASC”), and Accounting Standards Update (“ASU”) issued by the Financial Accounting Standards Board (“FASB”). |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and judgments that affect the amounts reported and disclosures in the consolidated financial statements and accompanying notes. Such estimates include revenue recognition, allowance for doubtful accounts, accrued liabilities, derivative and warrant liabilities, calculation of the incremental borrowing rate, financial instruments recorded at fair value on a recurring basis, valuation of deferred tax assets and uncertain tax positions and the fair value of common stock and other assumptions used to measure stock -based |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments purchased with an original maturity of 90 days or less from the date of purchase to be cash equivalents. The Company’s cash equivalents consist of mutual funds, commercial paper and certificates of deposit. The deposits exceed federally insured limits. |
Fair Value Measurements | Fair Value Measurements The Company defines fair value as the exchange price that would be received from an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the measurement date. The Company follows a three -level • Level 1 — • Level 2 — • Level 3 — The Company’s derivative liabilities and warrants are measured at fair value on a recurring basis and are classified as Level 3 liabilities. The Company records subsequent adjustments to reflect the increase or decrease in estimated fair value at each reporting date on the consolidated statements of operations and comprehensive loss. |
Concentrations of Credit Risk and Other Risks and Uncertainties | Concentrations of Credit Risk and Other Risks and Uncertainties Financial instruments that potentially subject the Company to potential significant concentrations of credit risk consist principally of cash and cash equivalents. The Company regularly monitors its credit risk exposure and takes steps to mitigate the likelihood of these exposures resulting in actual loss. As of December 31, 2021, accounts receivable balances due from five customers collectively totaled 86% of the Company’s consolidated accounts receivable balance. As of December 31, 2020, accounts receivable balances due from two customers collectively totaled 87% of the Company’s consolidated accounts receivable balance. For the year ended December 31, 2021, the Company had three customers that accounted for 61% of revenue and two customers that accounted for 43% of revenue for the year ended December 31, 2020. |
Net Loss Per Share | Net Loss Per Share Basic net loss per share attributable to common stockholders is calculated by dividing the net loss attributable to common stockholders by the weighted -average Diluted net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted -average Accordingly, in periods in which the Company reports a net loss, diluted net loss per share is the same as basic net loss per share, since dilutive common stock is not assumed to have been issued if their effect is anti -dilutive |
Principles of Consolidation | Principles of Consolidation The Company’s consolidated financial statements include the accounts of the Company and its wholly -owned |
Reclassification | Reclassification Certain prior period balances have been reclassified to conform to the current year presentation. Such changes include the presentation change on the consolidated statements of operations and comprehensive loss from a two -step -step These reclassifications had no impact on total assets, total liabilities, net loss or comprehensive loss or accumulated deficit in the previously reported consolidated financial statements for the year ended December 31, 2020. |
Foreign Currency | Foreign Currency The functional currency of SoundHound, Inc. and its subsidiaries is the U.S. dollar. Foreign currency denominated transactions are converted into U.S. dollars at the average rates of exchange prevailing during the period. Assets and liabilities denominated in foreign currency are remeasured into U.S. dollars at current exchange rates at the balance sheet date for monetary assets and liabilities and at historical exchange rates for non -monetary |
Restricted Cash Equivalents | Restricted Cash Equivalents The Company’s restricted cash equivalents were established according to the requirements under the leases for the Company’s corporate headquarters, data center and sales office, and are subject to certain restrictions under the leases. All amounts in restricted cash equivalents as of December 31, 2021 and 2020 represent funds held in certificates of deposit, have original maturities of six months to one year and are recorded at cost plus accrued interest, which approximates fair value as of December 31, 2021 and 2020. Restricted cash equivalents are classified as current or non -current |
Accounts Receivable, Net | Accounts Receivable, Net Accounts receivable consist of current trade receivables due from customers recorded at invoiced amounts, net of allowance for doubtful accounts. Accounts receivable do not bear interest and the Company generally does not require collateral or other security in support of accounts receivable. The Company has established an allowance for doubtful accounts and evaluates the collectability of its accounts receivable based on known collection risks and historical experience. Uncollectible receivables are written off when all efforts to collect have been exhausted and recoveries are recognized when received. The allowance for doubtful accounts as of December 31, 2021 and December 31, 2020 was $109. |
Property and Equipment, Net | Property and Equipment, Net Property and equipment are stated at cost, less accumulated depreciation and amortization. Depreciation is provided using the straight -line The estimated useful lives of the Company’s property and equipment are as follows: Computer equipment 3 – 4 years Software 3 years Furniture and fixtures 5 years Leasehold improvements Lesser of useful life or the term of the lease Maintenance and repairs that do not extend the life or improve the asset are expensed as incurred. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company evaluates property and equipment for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. An impairment loss is recognized when the total of estimated undiscounted future cash flows expected to result from the use of the asset and its eventual disposition is less than its carrying amount. Impairment, if any, would be assessed using discounted cash flows or other appropriate measures of fair value. Through December 31, 2021, there have been no such impairments. |
Segment Information | Segment Information The Company has determined that the Chief Executive Officer is its chief operating decision maker. The Company’s Chief Executive Officer reviews financial information on a consolidated basis for purposes of allocating resources and evaluating financial performance. Accordingly, the Company has determined that it operates as a single reportable segment. The Company’s property and equipment is primarily located in the United States. As of December 31, 2021, the Company’s property and equipment is located in the United States, except for 11.7% of assets located in Canada and 1.7% in other foreign jurisdictions. As of December 31, 2020, all property and equipment were located in the United States. |
Emerging Growth Company Status | Emerging Growth Company Status The Company is an emerging growth company (“EGC”) as defined in the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”) and may take advantage of reduced reporting requirements that are otherwise applicable to public companies. Section 107 of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies are required to comply with those standards. This means that when a standard is issued or revised and it has different application dates for public and nonpublic companies, the Company has the option to adopt the new or revised standard at the time nonpublic companies adopt the new or revised standard and can do so until such time that the Company either (i) irrevocably elects to “opt out” of such extended transition period or (ii) no longer qualifies as an emerging growth company. The Company has elected to use the extended transition period for complying with new or revised accounting standards unless the Company otherwise early adopts select standards. |
Equity Issuance Costs | Equity Issuance Costs The Company capitalizes certain legal, professional, accounting and other third -party -process a reduction of the proceeds received from the equity financing. If a planned equity financing is abandoned, the deferred offering costs are expensed immediately as a charge to operating expenses in the consolidated statements of operations and comprehensive loss. Additionally, certain transaction costs incurred in connection with the pending merger agreement, which are direct and incremental to the proposed merger, will be deferred and recorded as a component of other non -current |
Revenue Recognition | Revenue Recognition The Company recognizes revenue under Accounting Standards Codification Topic 606 (“ASC 606”), Revenue from Contracts with Customers (i) Identification of the contract(s) with a customer; (ii) Identification of the performance obligations in the contract; (iii) Determination of the transaction price, including the constraint on variable consideration; (iv) Allocation of the transaction price to the performance obligations in the contract; (v) Recognition of revenue when, or as, performance obligations are satisfied. Contracts are accounted for when both parties have approved and committed to the contract, the rights of the parties and payment terms are identifiable, the contract has commercial substance and collectability of consideration is probable. Any payments received from customers that do not meet criteria for having a contract are recorded as deposit liabilities on the consolidated balance sheet. Under ASC 606, assuming all other revenue recognition criteria have been met, the Company will recognize revenue for arrangements upon the transfer of control of the Company’s performance obligations to its customers. A performance obligation is a promise in a contract to transfer a distinct good or service to a customer and is the unit of account in ASC 606. Revenues are recognized when control of the promised goods or services are transferred to a customer in an amount that reflects the consideration that the Company expects to receive in exchange for those services. The Company currently generates its revenues through the following performance obligations: (1) hosted services, (2) professional services and (3) monetization. |
Research and Development | Research and Development The Company’s research and development costs are expensed as incurred. These costs include salaries and other personnel related expenses, contractor fees, facility costs, supplies, and depreciation of equipment associated with the design and development of new products prior to the establishment of their technological feasibility. |
Warrants | Warrants The Company determines whether to classify contracts, such as warrants, that may be settled in its own stock as equity of the entity or as a liability. An equity -linked The warrants are considered freestanding instruments that qualify as liabilities under ASC Topic 480, Distinguishing Liabilities from Equity |
Income Taxes | Income Taxes The Company accounts for income taxes under the asset and liability method, whereby deferred tax assets and liabilities are determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to affect taxable income. A valuation allowance is established when, in management’s estimate, it is more -likely-than-not -likely-than-not The Company classifies interest and penalties related to uncertain tax positions in income tax expense, if applicable. There were no interest expenses or penalties related to unrecognized tax benefits recorded through the years ended December 31, 2021 and 2020. |
Stock-Based Compensation | Stock-Based Compensation The Company measures and records the expense related to stock -based -based -line -based -Scholes-Merton -pricing -Scholes -pricing -Scholes -pricing Expected Volatility Expected Term -based -vesting Risk -Free Interest Rate -free -coupon Dividend Yield |
Redeemable Convertible Preferred Stock | Redeemable Convertible Preferred Stock The Company’s shares of redeemable convertible preferred stock (“Preferred Stock”) do not have a mandatory redemption date and are assessed at issuance for classification and redemption features requiring bifurcation. The Company presents as temporary equity any stock which (i) the Company undertakes to redeem at a fixed or determinable price on the fixed or determinable date or dates; (ii) is redeemable at the option of the holders, or (iii) has conditions for redemption which are not solely within the control of the Company. The Company’s Preferred Stock is redeemable upon a deemed liquidation event which the Company determined is not solely within its control and thus has classified shares of Preferred Stock as temporary equity until such time as the conditions are removed or lapse. Because the occurrence of a deemed liquidation event is not currently probable, the carrying values of the shares of Preferred Stock are not being accreted to their redemption values. Subsequent adjustments to the carrying values of the shares of Preferred Stock would be made only when a deemed liquidation event becomes probable. |
Convertible Notes and Derivative Liabilities | Convertible Notes and Derivative Liabilities The Company evaluates its convertible notes, and other contracts, if any, to determine if those contracts or embedded components of those contracts qualify as derivatives requiring bifurcation. The Company accounts for conversion features that meet the criteria for bifurcation as liabilities at fair value and adjusts the derivative instruments to fair value at each reporting period. The conversion features qualify as derivatives, as they continuously reset as the underlying stock price increases or decreases to provide a fixed value of equity to the holders at any conversion date. The conversion features are subject to remeasurement at each balance sheet date until exercised, and any change in fair value is recognized as a component of other expense, net in the consolidated statements of operations and comprehensive loss. The fair value of the conversion features has been estimated using a probability -weighted The Company holds its convertible notes at amortized cost and amortizes the associated debt discount created from bifurcated derivatives and issuance costs under the effective interest or straight -line |
Recent Accounting Pronouncement — Adopted | Recent Accounting Pronouncement — Adopted From time to time, new accounting pronouncements, or Accounting Standards Updates, are issued by the FASB or other standard setting bodies and adopted by the Company as of the specified effective date. Unless otherwise discussed, the impact of recently issued standards that are not yet effective will not have a material impact on the Company’s financial position or results of operations upon adoption. |
Leases | Leases In February 2016, the FASB issued Accounting Standards Update 2016 -02 Leases -13 -10 -11 -20 -01 -of-use -line In addition, the Company elected the transition package of three practical expedients which allow companies not to reassess (i) whether agreements contain leases, (ii) the classification of leases, and (iii) the capitalization of initial direct costs. Further, the Company elected to separate lease and non -lease -lease -line The Company’s lease portfolio consists primarily of real estate assets and computer equipment. Some of these leases also require the Company to pay maintenance, utilities, taxes, insurance, and other operating expenses associated with the leased space. Based upon the nature of the items leased and the structure of the leases, the Company’s leases classified as operating leases continue to be classified as operating leases and capital leases will be accounted for as financing leases under the new accounting standard. As a result of the adoption of the new lease accounting guidance, the Company recognized on January 1, 2021: • -by-lease • • The adoption of the new lease accounting standard did not have any other material impact on the Company’s consolidated balance sheet and did not impact the Company’s operating results and cash flows. See Leases in Note 13 for further information, including further discussion on the impact of adoption and changes in accounting policies relating to leases. In August 2020, the FASB issued ASU 2020 -06 -20 -Contracts -40 -06 -06 -linked -06 -06 -06 |
Recent Accounting Pronouncement — Not Yet Adopted | Recent Accounting Pronouncement — Not Yet Adopted In October 2021, the FASB issued ASU 2021 -08 In June 2016, the FASB issued ASU 2016 -13 -to-maturity -balance -effect -10 -13 -10 an instrument -by-instrument -10 -13 In December 2019, the FASB issued ASU No. 2019 -12 -12 -12 -period -to-date -12 -related -up -12 -12 |
Restatement of Prior Period F_2
Restatement of Prior Period Financial Statements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Condensed Financial Information Disclosure [Abstract] | |
Schedule of revision on the company’s financial statements | As Adjustments As Audited Balance Sheet at March 15, 2021 Warrant Liabilities $ — $ 253,413 $ 253,413 Total Liabilities 591,387 254,413 844,800 Common stock subject to possible redemption 116,095,120 3,904,880 120,000,000 Common stock 465 (39 ) 426 Additional paid-in capital 5,004,068 (4,158,254 ) 845,814 Total Stockholder’s Equity 5,000,003 (4,158,293 ) 841,710 Unaudited Balance Sheet at March 31, 2021 Common stock subject to possible redemption $ 128,744,590 $ 4,255,935 $ 133,000,525 Common stock 459 (43 ) 416 Additional paid-in capital 5,084,297 (4,255,892 ) 828,405 Unaudited Statement of Operations for the three months ended March 31, 2021 Basic and diluted weighted average shares outstanding, common stock subject to redemption 2,059,408 247,259 2,306,667 Basic and diluted weighted average shares outstanding, common stock 3,856,614 (514,481 ) 3,342,133 Basic and diluted net income (loss) per share, common stock subject to redemption $ 0.00 $ 3.41 $ 3.41 Basic and diluted net income (loss) per share, common stock not subject to redemption $ (0.02 ) $ (2.36 ) $ (2.38 ) Unaudited Statement of Changes in Stockholders’ Equity for the three months ended March 31, 2021 Issuance of representative shares – Additional Paid-in-Capital $ 3,458 $ 2,020,963 $ 2,024,421 Issuance of representative shares – Stockholders’ Equity (Deficit) 3,500 2,020,963 2,024,463 Offering costs charged to the Stockholders’ equity (428,847 ) (2,020,963 ) (2,449,810 ) Reclassification of offering costs related to public shares $ — $ 4,779,936 $ 4,779,936 Accretion of common stock to redemption value $ — $ (13,366,023 ) $ (13,366,023 ) Unaudited Statement of Cash Flows for the three months ended March 31, 2021 Supplemental disclosure of cash flow information Initial value of common stock subject to possible redemption $ 115,841,700 $ 8,572,213 $ 124,413,913 Change in value of common stock subject to possible redemption $ 12,902,890 $ (12,902,365 ) $ — Reclassification of offering costs related to public shares $ — $ (4,779,936 ) $ (4,779,936 ) Accretion of common stock to redemption value $ — $ 13,366,023 $ 13,366,023 Accretion of common stock to redemption value (interest earned on trust account) $ — $ 525 $ 525 As Adjustments As Unaudited Statement of Operations for the six months ended June 30, 2021 Basic and diluted net income (loss) per share, common stock subject to redemption $ 0.46 $ 0.08 $ 0.54 Basic and diluted net income (loss) per share, common stock not subject to redemption $ (1.00 ) $ (0.17 ) $ (1.17 ) Unaudited Statement of Changes in Stockholders’ Equity for the six months ended June 30, 2021 Issuance of representative shares – Additional Paid-in-Capital $ 3,458 $ 2,020,963 $ 2,024,421 Issuance of representative shares – Stockholders’ Equity (Deficit) 3,500 2,020,963 2,024,463 Offering costs charged to the Stockholders’ equity (428,847 ) (2,020,963 ) (2,449,810 ) Reclassification of offering costs related to public shares $ 2,886,166 $ 1,893,770 $ 4,779,936 Accretion of common stock to redemption value $ (11,472,253 ) $ (1,893,770 ) $ (13,366,023 ) Unaudited Statement of Cash Flows for the six months ended June 30, 2021 Reclassification of offering costs related to public shares $ (2,886,166 ) $ (1,893,770 ) $ (4,779,936 ) Accretion of common stock to redemption value $ 11,472,253 $ 1,893,770 $ 13,366,023 Unaudited Statement of Operations for the nine months ended September 30, 2021 Basic and diluted net income (loss) per share, common stock subject to redemption $ 0.31 $ 0.06 $ 0.37 Basic and diluted net income (loss) per share, common stock not subject to redemption $ (0.87 ) $ (0.14 ) $ (1.01 ) Unaudited Statement of Changes in Stockholders’ Equity for the nine months ended September 30, 2021 Issuance of representative shares – Additional Paid-in-Capital $ 3,458 $ 2,020,963 $ 2,024,421 Issuance of representative shares – Stockholders’ Equity (Deficit) 3,500 2,020,963 2,024,463 Offering costs charged to the Stockholders’ equity (428,847 ) (2,020,963 ) (2,449,810 ) Reclassification of offering costs related to public shares $ 2,886,166 $ 1,893,770 $ 4,779,936 Accretion of common stock to redemption value $ (11,472,253 ) $ (1,893,770 ) $ (13,366,023 ) Unaudited Statement of Cash Flows for the nine months ended September 30, 2021 Reclassification of offering costs related to public shares $ (2,886,166 ) $ (1,893,770 ) $ (4,779,936 ) Accretion of common stock to redemption value $ 11,472,253 $ 1,893,770 $ 13,366,023 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Summary of Significant Accounting Policies (Tables) [Line Items] | |
Schedule of earnings per share | For the Net loss $ (981,884 ) Accretion of temporary equity to redemption value (13,376,606 ) Net loss including accretion of temporary equity to redemption value $ (14,358,490 ) For the year ended Redeemable Non-redeemable Basic and diluted net loss per share: Numerator: Allocation of net loss including accretion of temporary equity $ (10,451,084 ) $ (3,907,406 ) Accretion of temporary equity to redemption value 13,376,606 — Allocation of net income (loss) $ 2,925,522 $ (3,907,406 ) Denominator: Weighted-average shares outstanding 10,589,315 3,959,088 Basic and diluted net income (loss) per share $ 0.28 $ (0.99 ) |
SoundHound, Inc. [Member] | |
Summary of Significant Accounting Policies (Tables) [Line Items] | |
Schedule of estimated useful lives company' s property and equipment | Computer equipment 3 – 4 years Software 3 years Furniture and fixtures 5 years Leasehold improvements Lesser of useful life or the term of the lease |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
SoundHound, Inc. [Member] | |
Related Party Transactions (Tables) [Line Items] | |
Schedule of related party transactions | For the Years Ended 2021 2020 Revenue $ 7,013 $ 6,668 As of December 31, 2021 As of December 31, 2020 Accounts receivable $ 583 $ 2,083 Deferred revenue $ 15,238 $ 16,787 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Measurements (Tables) [Line Items] | |
Schedule of fair value on a non-recurring basis | January 13, Quoted Significant Significant Stockholders’ Equity: Representative Shares $ 2,024,463 $ — $ — $ 2,024,463 $ 2,024,463 $ — $ — $ 2,024,463 December 31, Quoted Significant Significant Assets: U.S. Mutual Fund held in Trust Account $ 133,010,583 $ 133,010,583 $ — $ — $ 133,010,583 $ 133,010,583 $ — $ — Liabilities: Warrant Liability $ 247,514 $ — $ — $ 247,514 $ 247,514 $ — $ — $ 247,514 |
Schedule of warrant liability | Input January 13, 2021 Restricted term (years) 1.11 Expected volatility 12.5 % Risk-free interest rate 0.12 % Stock price $ 9.37 Dividend yield 0 % Input March 15, Expected term (years) 5.99 Expected volatility 24.3 % Risk-free interest rate 1.06 % Stock price $ 9.36 Dividend yield 0 % Exercise price $ 11.5 Input December 31, Expected term (years) 5.30 Expected volatility 19.5 % Risk-free interest rate 1.29 % Stock price $ 9.58 Dividend yield 0 % Exercise price $ 11.5 |
Schedule of changes in the fair value warrant liability | Warrant Liability Fair value as of December 31, 2020 $ — Initial fair value of warrant liability upon issuance at IPO 270,307 Change in fair value (22,793 ) Fair value as of December 31, 2021 $ 247,514 |
SoundHound, Inc. [Member] | |
Fair Value Measurements (Tables) [Line Items] | |
Schedule of the fair value of the Company’s financial instruments | Fair Value Measurements as of Level 1 Level 2 Level 3 Assets: Cash equivalents $ 4,863 $ — $ — Liabilities: Derivative liability — — (3,488 ) Warrant liability — — — Total $ 4,863 $ — $ (3,488 ) Fair Value Measurements as of Level 1 Level 2 Level 3 Assets: Cash equivalents $ 35,856 $ — $ — Liabilities: Derivative liability — — (2,380 ) Warrant liability — — (2,004 ) Total $ 35,856 $ — $ (4,384 ) |
Schedule to determine the fair value of the embedded derivative | December 31, Expected dividend rate 0 % Risk-free interest rate 0.14 % Expected volatility 48 % Expected term (in years) 2.16 December 31, Expected dividend rate 0 % Risk-free interest rate 0.16 % Expected volatility 47 % Expected term (in years) 2.87 SVB March 2021 Note Common Stock Warrants Expected dividend rate 0 % Risk-free interest rate 1.74 % Expected volatility 47 % Expected term (in years) 10.00 SCI June 2021 Note Common Stock Warrants Expected dividend rate 0 % Risk-free interest rate 1.51 % Expected volatility 47 % Expected term (in years) 10.00 |
Schedule to determine the fair value of the embedded derivative | December 31, 2021 December 31, 2020 Probability of Next Equity Financing 3 % 65 % Probability of SPAC/PIPE 95 % 33 % Probability of IPO 2 % 2 % 100 % 100 % Weighted average term (years) 0.27 0.26 Weighted average discount rate 25.00 % 8.63 % |
Schedule of changes in fair value of the Company’s derivative liability | Derivative Liability Warrant Liability Balance as of January 1, 2020 $ — $ 3,348 Initial fair value of derivative liability 6,481 — Extinguishment of derivative liability (5,360 ) — Exercise of warrants — (1,931 ) Change in fair value 1,259 587 Balance as of December 31, 2020 2,380 2,004 Change in fair value 1,108 3,812 Exercise of warrants — (5,816 ) Balance as of December 31, 2021 $ 3,488 $ — |
Income Tax (Tables)
Income Tax (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax (Tables) [Line Items] | |
Schedule of net deferred tax assets | December 31, December 31, Deferred tax asset Organizational costs/Startup expenses $ 51,171 $ 150 Capitalized costs related to Business Combination 82,920 — Federal net operating loss 77,042 — Total deferred tax asset 211,133 150 Valuation allowance (211,133 ) (150 ) Deferred tax asset, net of allowance $ — $ — |
Schedule of income tax provision consists | December 31, December 31, Federal Current $ — $ — Deferred 211,133 150 State Current — — Deferred — — Change in valuation allowance (211,133 ) (150 ) Income tax provision $ — $ — |
Schedule of effective tax rate | Statutory federal income tax rate 21.00 % State taxes, net of federal tax benefit 0.00 % Permanent Book/Tax Differences 0.49 % Change in valuation allowance (21.49 )% Income tax provision — % |
SoundHound, Inc. [Member] | |
Income Tax (Tables) [Line Items] | |
Schedule of net deferred tax assets | 2021 2020 Deferred tax assets: Net operating loss carryforwards $ 70,808 $ 54,527 Research and development credits 10,650 9,035 Property and equipment and intangible assets 91 — Deferred revenue 3,662 2,752 Contract liability 1,154 2,282 Share-based compensation 1,235 1,036 Deferred rent — 378 Operating lease liabilities 2,861 — Debt issuance cost — 121 Accruals and reserves 863 989 Gross deferred tax assets 91,324 71,120 Valuation allowance (86,695 ) (68,760 ) Deferred tax liabilities: Property and equipment and intangible assets — (78 ) Right-of-use assets (2,461 ) — Gross deferred tax liabilities (2,461 ) (78 ) Net deferred tax assets $ 2,168 $ 2,282 |
Schedule of income tax provision consists | 2021 2020 United States $ (79,962 ) $ (73,056 ) International 878 (613 ) $ (79,084 ) $ (73,669 ) |
Schedule of effective tax rate | 2021 2020 Federal statutory income tax rate 21.00 % 21.00 % State income tax rate, net of federal benefit 2.56 % 1.63 % Foreign withholding and income tax -0.49 % -0.99 % Research and development credits 2.03 % 2.51 % Change in valuation allowance -22.55 % -20.44 % Stock based compensation -0.92 % -0.00 % Non-deductible permanent expenses -1.26 % -4.61 % Other -0.95 % -0.09 % -0.58 % -0.99 % |
Schedule of provision for income tax consisted | 2021 2020 Current: Federal $ — $ — State 5 3 International 339 594 $ 344 $ 597 2021 2020 Deferred: Federal $ — $ — State — — International 112 141 $ 112 $ 141 Total provision $ 456 $ 738 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) - SoundHound, Inc. [Member] | 12 Months Ended |
Dec. 31, 2021 | |
Revenue Recognition (Tables) [Line Items] | |
Schedule of revenues under each performance | December 31, 2021 2020 Hosted services $ 12,764 $ 8,563 Professional services 7,142 3,080 Monetization 1,291 1,374 Total $ 21,197 $ 13,017 |
Schedule of disaggregates revenue by geographic location, recognition pattern and service | December 31, 2021 2020 Germany $ 7,526 $ 3,339 United States 5,117 3,538 Japan 3,797 3,496 Korea 1,373 1,855 France 2,616 618 Other 768 171 Total $ 21,197 $ 13,017 |
Schedule of revenue recognition pattern | December 31, 2021 2020 Over time revenue $ 15,210 $ 10,757 Point-in-time 5,987 2,260 Total $ 21,197 $ 13,017 |
Schedule of Service | December 31, 2021 2020 Product Royalties $ 18,356 $ 10,372 Service Subscriptions 1,550 1,271 Monetization 1,291 1,374 Total $ 21,197 $ 13,017 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
SoundHound, Inc. [Member] | |
Property and Equipment, Net (Tables) [Line Items] | |
Schedule of property and equipment, net | December 31, 2021 December 31, 2020 Computer equipment $ 20,571 $ 19,867 Software and voice recordings 8,687 8,335 Leasehold improvements 3,567 3,560 Furniture and fixtures 729 720 Construction in progress — 6 Total, at cost 33,554 32,488 Less: accumulated depreciation and amortization (27,399 ) (22,053 ) Total property and equipment, net $ 6,155 $ 10,435 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
SoundHound, Inc. [Member] | |
Accrued Liabilities (Tables) [Line Items] | |
Schedule of accrued liabilities | December 31, 2021 December 31, 2020 Accrued compensation expenses $ 3,802 $ 2,692 Accrued interest 1,369 — Accrued vendor payables 1,109 509 Accrued professional services 934 149 Other accrued liabilities 84 61 $ 7,298 $ 3,411 |
Convertible Notes and Note Pa_2
Convertible Notes and Note Payable (Tables) - SoundHound, Inc. [Member] | 12 Months Ended |
Dec. 31, 2021 | |
Convertible Notes and Note Payable (Tables) [Line Items] | |
Schedule of unamortized debt discount and fair value | December 31, 2021 December 31, 2020 Unamortized debt discount $ 657 $ 1,942 Fair value of conversion feature $ 3,488 $ 2,380 Accrued interest $ 1,136 $ 395 |
Schedule of accrued interest and fair value remeasurement | December 31, 2021 December 31, 2020 Remeasurement of conversion feature – gain/(loss) $ (1,108 ) $ 80 |
Schedule of convertible notes, current portion | December 31, 2021 SVB March 2021 Note Note payable, current portion $ 31,050 Unamortized loan discount (1,086 ) Carrying value $ 29,964 December 31, 2020 SNAP Convertible notes, net of current portion $ 15,000 Unamortized loan discount (1,942 ) Carrying value $ 13,058 |
Schedule of convertible notes, current portion | December 31, 2021 SNAP June 2020 Note SCI Note Total Convertible notes, current portion $ 15,000 $ 15,525 $ 30,525 Unamortized loan discount (657 ) — (657 ) Total $ 14,343 $ 15,525 $ 29,868 Unamortized debt issuance cost recorded as an asset $ — $ 1,132 $ 1,132 |
Preferred Stock (Tables)
Preferred Stock (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
SoundHound, Inc. [Member] | |
Preferred Stock (Tables) [Line Items] | |
Schedule of preferred stock authorized, issued and outstanding | Shares Authorized Shares Issued Liquidation Preference Carrying Value Series A 3,438,670 3,438,670 $ 5,082 $ 4,967 Series B 6,065,646 6,065,646 11,943 11,038 Series C 1,041,607 1,023,631 6,869 11,837 Series C-1 798,399 798,399 16,072 16,061 Series D 3,646,050 3,646,050 95,027 85,648 Series D-1 1,515,152 1,515,152 50,000 49,957 Series D-2 1,515,151 1,515,151 50,000 49,949 Series D-3 3,750,000 1,245,838 49,834 50,046 Series D-3A 4,545,454 — — — 26,316,129 19,248,537 $ 284,826 $ 279,503 |
Common Stock (Tables)
Common Stock (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
SoundHound, Inc. [Member] | |
Common Stock (Tables) [Line Items] | |
Schedule of company has reserved shares of common stock for future issuance | Series A Preferred Stock 3,438,670 Series B Preferred Stock 6,065,646 Series C Preferred Stock 1,023,631 Series C-1 Preferred Stock 798,399 Series D Preferred Stock 3,646,050 Series D-1 Preferred Stock 1,515,152 Series D-2 Preferred Stock 1,515,151 Series D-3 Preferred Stock 1,245,838 Common stock warrants 191,355 Stock options outstanding 5,475,283 Stock incentive plan shares reserved for future issuance 499,328 25,414,503 |
Stock Incentive Plan (Tables)
Stock Incentive Plan (Tables) - SoundHound, Inc. [Member] | 12 Months Ended |
Dec. 31, 2021 | |
Stock Incentive Plan (Tables) [Line Items] | |
Schedule of stock options outstanding and exercisable | Shares Outstanding Weighted Weighted Average Intrinsic Outstanding, January 1, 2020 378,010 4,276,480 $ 10.35 6.44 $ 33,785 Authorized 650,000 — — — — Options granted (1,446,350 ) 1,446,350 19.98 — — Options exercised — (68,679 ) 2.82 — 1,138 Awards forfeited or cancelled 475,875 (475,875 ) 13.76 — — Outstanding, December 31, 2020 57,535 5,178,276 13.23 6.75 36,987 Authorized 1,200,000 — — — — Options granted (1,134,542 ) 1,134,542 40.10 — — Options exercised — (461,290 ) 5.34 — 9,667 Awards forfeited or cancelled 376,245 (376,245 ) 17.35 — — Outstanding, December 31, 2021 499,238 5,475,283 $ 19.19 6.78 $ 168,923 Options exercisable as of December 31, 2021 3,322,160 12.23 5.32 125,517 |
Schedule of stock options outstanding and exercisable | Options Outstanding Options Exercisable Range of Exercise Prices Per Share Shares Weighted Shares Weighted $2.43 – $12.06 1,223,100 2.63 1,223,100 2.63 $12.07 – $15.34 1,223,673 5.91 1,154,889 5.87 $15.35 – $19.31 876,147 7.67 531,085 7.65 $19.32 – $24.17 1,156,561 8.84 404,605 8.78 $24.18 – $50.07 995,802 9.77 8,481 9.74 5,475,283 6.78 3,322,160 5.32 |
Schedule of weighted average calculated fair value of the options granted to employees | December 31, 2021 December 31, 2020 Fair value of common stock $ 40.83 $ 20.37 Dividend yield 0 % 0 % Expected volatility 42 % 44 % Expected term (years) 6.01 5.92 Risk free interest rate 1.14 % 0.64 % |
Schedule of operations and comprehensive loss | December 31, 2021 December 31, 2020 Research and development $ 4,434 $ 3,605 Sales and marketing 509 414 General and administrative 1,379 1,878 Total $ 6,322 $ 5,897 |
Leases (Tables)
Leases (Tables) - SoundHound, Inc. [Member] | 12 Months Ended |
Dec. 31, 2021 | |
Leases (Tables) [Line Items] | |
Schedule of aggregate noncancelable future minimum lease payments under operating and finance leases | Operating Lease Financing Year Ending December 31: 2022 $ 3,544 $ 1,383 2023 3,543 189 2024 3,288 122 2025 962 11 2026 505 — Thereafter 1,785 — Total 13,627 1,705 Less: imputed interest (1,735 ) (112 ) Present value of lease liabilities 11,892 1,593 Less: current portion (3,281 ) (1,301 ) Lease liabilities, net of current portion $ 8,611 $ 292 |
Schedule of additional information related to the inputs used in computing the Company’s lease | December 31, 2021 Operating lease cost $ 3,654 Short-term lease cost $ 524 Financing lease cost: Amortization of finance leased assets $ 2,575 Interest of lease liabilities $ 472 |
Schedule of weighted average remaining lease term and the weighted average discount rate | Operating Financing Weighted average remaining lease term (years) 4.51 1.22 Weighted average discount rate 5.94 % 13.21 % |
Other Expense, Net (Tables)
Other Expense, Net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Other Expense, Net [Abstract] | |
Schedule of condensed consolidated statements of operations and comprehensive loss | December 31, 2021 2020 Other expense, net: Interest income $ 7 $ 168 Change in fair value of derivative and warrant liability (4,920 ) (1,806 ) Loss on extinguishment of convertible note — (3,775 ) Other expense, net (502 ) 17 Total other expense, net $ (5,415 ) $ (5,396 ) |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) - SoundHound, Inc. [Member] | 12 Months Ended |
Dec. 31, 2021 | |
Net Loss Per Share (Tables) [Line Items] | |
Schedule of the calculation of basic and diluted net loss per share | December 31, 2021 2020 Numerator: Net loss $ (79,540 ) $ (74,407 ) Less: deemed dividend related to the exchange of Preferred Stock Series D-3A for Preferred Stock Series D-3 — (3,182 ) Net loss attributable to common stockholders $ (79,540 ) $ (77,589 ) Denominator: Weighted average shares outstanding – Basic and Dilutive 12,104,523 11,780,078 Basic and Diluted Net Loss Per Share $ (6.57 ) $ (6.59 ) |
Schedule of outstanding shares of potentially dilutive securities | December 31, 2021 2020 Stock options 5,475,283 5,178,276 Series C Warrants — 134,126 Common stock warrants 191,355 — Preferred Stock 19,248,537 19,132,387 Total 24,915,175 24,444,789 |
Organization and Business Ope_2
Organization and Business Operations (Details) - USD ($) | Mar. 15, 2021 | Nov. 15, 2021 | Mar. 19, 2021 | Dec. 31, 2021 |
Organization and Business Operations (Details) [Line Items] | ||||
Total consideration | $ 2,000,000,000 | |||
Price per share (in Dollars per share) | $ 10 | |||
Total gross proceeds | $ 111,000,000 | |||
Per share price (in Dollars per share) | $ 0.01 | |||
Warrants description | Each Public Unit consists of (i) one subunit (the “Public Subunit”), which consists of one share of common stock (the “Public Share”) and one-quarter of one redeemable warrant, and (ii) one-quarter of one redeemable warrant (collectively, the redeemable warrants included in the Public Units and Public Subunits, the “Public Warrants”); each whole Public Warrant will be exercisable to purchase one share of common stock at a price of $11.50 per share. | |||
Transaction costs amounted | $ 4,849,810 | |||
Underwriting discount | 2,400,000 | |||
Other offering costs | $ 2,449,810 | |||
Maturity term | 185 days | |||
Percentage of redemption | 100.00% | |||
Fair market value, percentage | 80.00% | |||
Maturity term of proposed public offering | 18 months | |||
Redemption of outstanding public, percentage | 100.00% | |||
Public per share (in Dollars per share) | $ 10 | |||
Working capital amount | $ 235,295 | |||
Payment of sponsor | 25,000 | |||
Unsecured promissory note amount | 125,000 | |||
Trust account amount | $ 235,295 | |||
Operating business terms term | 12 months | |||
Series of Individually Immaterial Business Acquisitions [Member] | ||||
Organization and Business Operations (Details) [Line Items] | ||||
Acquired business, percentage | 50.00% | |||
Business Combination [Member] | ||||
Organization and Business Operations (Details) [Line Items] | ||||
Net tangible assets | $ 5,000,001 | |||
Business combination, description | A public stockholder will be entitled to receive funds from the Trust Account (including interest earned on his, her or its portion of the Trust Account to the extent not previously released to the Company) only in the event of (i) the redemption of 100% of the outstanding Public Subunits if the Company has not completed a Business Combination in the required time period, (ii) if that public stockholder converts such Public Subunits, or sells such Public Subunits to the Company in a tender offer, in connection with a Business Combination which the Company consummates or (iii) the Company seeks to amend any provisions of its amended and restated certificate of incorporation that would affect the public stockholders’ ability to convert or sell their Public Subunits to the Company in connection with a Business Combination or affect the substance or timing of the Company’s obligation to redeem 100% of the Public Subunits if the Company does not complete a Business Combination within the Combination Period. | |||
IPO [Member] | ||||
Organization and Business Operations (Details) [Line Items] | ||||
Sale of stock (in Shares) | 12,000,000 | 390,000 | ||
Per share price (in Dollars per share) | $ 10 | $ 10 | ||
Generating gross proceeds | $ 120,000,000 | $ 3,900,000 | ||
Over-Allotment Option [Member] | ||||
Organization and Business Operations (Details) [Line Items] | ||||
Per share price (in Dollars per share) | $ 10 | |||
Generating gross proceeds | $ 13,000,000 | |||
Purchase of additional units (in Shares) | 1,800,000 | |||
Purchase of Shares (in Shares) | 1,300,000 | |||
Transaction costs | $ 260,000 | |||
Sale of additional units (in Shares) | 26,000 | |||
Net proceeds | $ 133,000,000 | |||
Over-Allotment Option [Member] | EarlyBirdCapital [Member] | ||||
Organization and Business Operations (Details) [Line Items] | ||||
Generating gross proceeds | $ 260,000 | |||
Class A Common Stock [Member] | ||||
Organization and Business Operations (Details) [Line Items] | ||||
Purchase shares of common stock (in Shares) | 11,100,000 | |||
Price per share (in Dollars per share) | $ 10 |
Restatement of Prior Period F_3
Restatement of Prior Period Financial Statements (Details) - Schedule of revision on the company’s financial statements - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | |
Mar. 31, 2021 | Jun. 30, 2021 | Sep. 30, 2021 | Mar. 15, 2021 | |
As Previously Reported [Member] | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Warrant Liabilities | ||||
Total Liabilities | 591,387 | |||
Common stock subject to possible redemption | $ 128,744,590 | 116,095,120 | ||
Common stock | 459 | 465 | ||
Additional paid-in capital | $ 5,084,297 | 5,004,068 | ||
Total Stockholder’s Equity | 5,000,003 | |||
Unaudited Statement of Operations for the three months ended March 31, 2021 | ||||
Basic and diluted weighted average shares outstanding, common stock subject to redemption (in Shares) | 2,059,408 | |||
Basic and diluted weighted average shares outstanding, common stock (in Shares) | 3,856,614 | |||
Basic and diluted net income (loss) per share, common stock subject to redemption (in Dollars per share) | $ 0 | $ 0.46 | $ 0.31 | |
Basic and diluted net income (loss) per share, common stock not subject to redemption (in Dollars per share) | $ (0.02) | $ (1) | $ (0.87) | |
Unaudited Statement of Changes in Stockholders’ Equity for the three months ended March 31, 2021 | ||||
Issuance of representative shares – Additional Paid-in-Capital | $ 3,458 | $ 3,458 | $ 3,458 | |
Issuance of representative shares – Stockholders’ Equity (Deficit) | 3,500 | 3,500 | 3,500 | |
Offering costs charged to the Stockholders’ equity | (428,847) | (428,847) | (428,847) | |
Reclassification of offering costs related to public shares | 2,886,166 | 2,886,166 | ||
Accretion of common stock to redemption value | (11,472,253) | (11,472,253) | ||
Unaudited Statement of Cash Flows for the three months ended March 31, 2021 | ||||
Initial value of common stock subject to possible redemption (in Shares) | 115,841,700 | |||
Change in value of common stock subject to possible redemption | $ 12,902,890 | |||
Reclassification of offering costs related to public shares | (2,886,166) | (2,886,166) | ||
Accretion of common stock to redemption value | $ 11,472,253 | $ 11,472,253 | ||
Accretion of common stock to redemption value (interest earned on trust account) | ||||
Adjustments [Member] | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Warrant Liabilities | 253,413 | |||
Total Liabilities | 254,413 | |||
Common stock subject to possible redemption | 4,255,935 | 3,904,880 | ||
Common stock | (43) | (39) | ||
Additional paid-in capital | $ (4,255,892) | (4,158,254) | ||
Total Stockholder’s Equity | (4,158,293) | |||
Unaudited Statement of Operations for the three months ended March 31, 2021 | ||||
Basic and diluted weighted average shares outstanding, common stock subject to redemption (in Shares) | 247,259 | |||
Basic and diluted weighted average shares outstanding, common stock (in Shares) | (514,481) | |||
Basic and diluted net income (loss) per share, common stock subject to redemption (in Dollars per share) | $ 3.41 | $ 0.08 | $ 0.06 | |
Basic and diluted net income (loss) per share, common stock not subject to redemption (in Dollars per share) | $ (2.36) | $ (0.17) | $ (0.14) | |
Unaudited Statement of Changes in Stockholders’ Equity for the three months ended March 31, 2021 | ||||
Issuance of representative shares – Additional Paid-in-Capital | $ 2,020,963 | $ 2,020,963 | $ 2,020,963 | |
Issuance of representative shares – Stockholders’ Equity (Deficit) | 2,020,963 | 2,020,963 | 2,020,963 | |
Offering costs charged to the Stockholders’ equity | (2,020,963) | (2,020,963) | (2,020,963) | |
Reclassification of offering costs related to public shares | 4,779,936 | 1,893,770 | 1,893,770 | |
Accretion of common stock to redemption value | $ (13,366,023) | (1,893,770) | (1,893,770) | |
Unaudited Statement of Cash Flows for the three months ended March 31, 2021 | ||||
Initial value of common stock subject to possible redemption (in Shares) | 8,572,213 | |||
Change in value of common stock subject to possible redemption | $ (12,902,365) | |||
Reclassification of offering costs related to public shares | (4,779,936) | (1,893,770) | (1,893,770) | |
Accretion of common stock to redemption value | 13,366,023 | $ 1,893,770 | $ 1,893,770 | |
Accretion of common stock to redemption value (interest earned on trust account) | 525 | |||
As Restated [Member] | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Warrant Liabilities | 253,413 | |||
Total Liabilities | 844,800 | |||
Common stock subject to possible redemption | 133,000,525 | 120,000,000 | ||
Common stock | 416 | 426 | ||
Additional paid-in capital | $ 828,405 | 845,814 | ||
Total Stockholder’s Equity | $ 841,710 | |||
Unaudited Statement of Operations for the three months ended March 31, 2021 | ||||
Basic and diluted weighted average shares outstanding, common stock subject to redemption (in Shares) | 2,306,667 | |||
Basic and diluted weighted average shares outstanding, common stock (in Shares) | 3,342,133 | |||
Basic and diluted net income (loss) per share, common stock subject to redemption (in Dollars per share) | $ 3.41 | $ 0.54 | $ 0.37 | |
Basic and diluted net income (loss) per share, common stock not subject to redemption (in Dollars per share) | $ (2.38) | $ (1.17) | $ (1.01) | |
Unaudited Statement of Changes in Stockholders’ Equity for the three months ended March 31, 2021 | ||||
Issuance of representative shares – Additional Paid-in-Capital | $ 2,024,421 | $ 2,024,421 | $ 2,024,421 | |
Issuance of representative shares – Stockholders’ Equity (Deficit) | 2,024,463 | 2,024,463 | 2,024,463 | |
Offering costs charged to the Stockholders’ equity | (2,449,810) | (2,449,810) | (2,449,810) | |
Reclassification of offering costs related to public shares | 4,779,936 | 4,779,936 | 4,779,936 | |
Accretion of common stock to redemption value | $ (13,366,023) | (13,366,023) | (13,366,023) | |
Unaudited Statement of Cash Flows for the three months ended March 31, 2021 | ||||
Initial value of common stock subject to possible redemption (in Shares) | 124,413,913 | |||
Change in value of common stock subject to possible redemption | ||||
Reclassification of offering costs related to public shares | (4,779,936) | (4,779,936) | (4,779,936) | |
Accretion of common stock to redemption value | 13,366,023 | $ 13,366,023 | $ 13,366,023 | |
Accretion of common stock to redemption value (interest earned on trust account) | $ 525 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) | Mar. 15, 2021USD ($) | Mar. 19, 2021USD ($)shares | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) |
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Cash and cash equivalent | $ 235,295 | |||
Marketable securities held in Trust Account | 133,010,583 | |||
Cash and cash equivalent deposits | $ 250,000 | |||
Percentage of public shares | 72.80% | |||
Percentage of founder non-redeemable shares | 27.20% | |||
Purchase public units (in Shares) | shares | 1,300,000 | |||
Gross proceeds | $ 13,000,000 | |||
Underwriting discount | $ 260,000 | |||
SoundHound, Inc. [Member] | ||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Cash and cash equivalent | $ 21,626,000 | $ 43,692,000 | ||
Deferred offering costs | 1,264,000 | |||
Other expense | 501,000 | |||
Other expense, net | (18,000) | |||
Allowance for doubtful accounts | $ 109,000 | $ 109,000 | ||
Property and equipment percentage | 11.70% | |||
Assets in other foreign jurisdictions percentage | 1.70% | |||
Operating lease liabilities | $ 11,428,000 | |||
Operating lease | 9,848,000 | |||
Deferred rent | 827,000 | |||
Tenant improvement allowance | 1,098,000 | |||
Prepaid rent | $ 345,000 | |||
SoundHound, Inc. [Member] | Accounts Receivable [Member] | ||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Number of customer | 5 | 2 | ||
Revenue percentage | 86.00% | 87.00% | ||
SoundHound, Inc. [Member] | Revenue [Member] | ||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Number of customer | 3 | 2 | ||
Revenue percentage | 61.00% | 43.00% | ||
Operating Leases [Member] | SoundHound, Inc. [Member] | ||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Operating lease liabilities | $ 11,428,000 | |||
Over-Allotment Option [Member] | ||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Founder shares (in Shares) | shares | 325,000 | |||
IPO [Member] | ||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Deferred offering costs | $ 4,849,810 | |||
Underwriting discount | 2,400,000 | |||
Other offering costs | $ 2,449,810 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of earnings per share | 12 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
Summary of Significant Accounting Policies (Details) - Schedule of earnings per share [Line Items] | |
Net loss | $ (981,884) |
Accretion of temporary equity to redemption value | (13,376,606) |
Net loss including accretion of temporary equity to redemption value | (14,358,490) |
Redeemable [Member] | |
Numerator: | |
Allocation of net loss including accretion of temporary equity | (10,451,084) |
Accretion of temporary equity to redemption value | 13,376,606 |
Allocation of net income (loss) | $ 2,925,522 |
Denominator: | |
Weighted-average shares outstanding (in Shares) | shares | 10,589,315 |
Basic and diluted net income (loss) per share (in Dollars per share) | $ / shares | $ 0.28 |
Non-redeemable [Member] | |
Numerator: | |
Allocation of net loss including accretion of temporary equity | $ (3,907,406) |
Accretion of temporary equity to redemption value | |
Allocation of net income (loss) | $ (3,907,406) |
Denominator: | |
Weighted-average shares outstanding (in Shares) | shares | 3,959,088 |
Basic and diluted net income (loss) per share (in Dollars per share) | $ / shares | $ (0.99) |
Initial Public Offering (Detail
Initial Public Offering (Details) - USD ($) | 1 Months Ended | |
Mar. 19, 2021 | Mar. 15, 2021 | |
Initial Public Offering [Abstract] | ||
Sale of public shares (in Shares) | 12,000,000 | |
Sale of public units price per share | $ 10 | |
Warrants price per share | $ 11.5 | |
Partially exercised the over-allotment option to purchase (in Shares) | 1,300,000 | |
Purchase price per public unit | $ 10 | |
Gross proceeds (in Dollars) | $ 13,000,000 | |
Net proceeds (in Dollars) | $ 133,000,000 |
Private Placement (Details)
Private Placement (Details) - EarlyBirdCapital [Member] - USD ($) | 1 Months Ended | 12 Months Ended |
Mar. 19, 2021 | Dec. 31, 2021 | |
Private Placement (Details) [Line Items] | ||
Purchased aggregate shares | 390,000 | |
Purchase price per share | $ 10 | $ 10 |
Generating gross proceeds | $ 260,000 | $ 3,900,000 |
Additional shares of private units | 26,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Mar. 10, 2021 | Feb. 10, 2021 | Jan. 04, 2021 | Mar. 19, 2021 | Dec. 31, 2021 | Dec. 31, 2021 | Mar. 15, 2021 | Feb. 01, 2021 | Dec. 31, 2020 |
Related Party Transactions (Details) [Line Items] | |||||||||
Shares of common stock (in Shares) | 12,000,000 | ||||||||
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Public units (in Shares) | 1,300,000 | ||||||||
Forfeited shares (in Shares) | 125,000 | ||||||||
Description of founder shares | Subject to certain limited exceptions, these shares will not be transferred, assigned, sold or released from escrow (subject to certain limited exceptions) for a period ending on (1) with respect to 50% of the founder shares, the earlier of one year after the date of the consummation of the Company’s initial Business Combination and the date on which the closing price of the Company’s shares of common stock equals or exceeds $12.50 per share (as adjusted for share splits, share capitalizations, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after Company’s initial Business Combination and (2) with respect to the remaining 50% of the founder shares, one year after the date of Company’s consummation of the initial Business Combination, or earlier, in either case, if, subsequent to the initial Business Combination, the Company consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the stockholders having the right to exchange their shares of common stock for cash, securities or other property. | ||||||||
Loan amount | $ 100,000 | ||||||||
Promissory note | $ 125,000 | ||||||||
Related party transaction, description | The notes would either be paid upon consummation of the initial Business Combination, without interest, or, at the holder’s discretion, up to $1,500,000 of the notes may be converted into units at a price of $10.00 per unit. The units would consist of (i) one subunit, which consists of one share of common stock and one-quarter of one warrant, and (ii) one-quarter of one warrant, where the common stock and warrants would be identical to the common stock and warrants included in the Private Units. | ||||||||
Secretarial service fee | $ 10,000 | ||||||||
Administrative Service fee | $ 97,097 | ||||||||
Sponsor [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Payment of amount | $ 25,000 | ||||||||
Price per share | $ 0.009 | ||||||||
Shares of common stock (in Shares) | 2,875,000 | ||||||||
Common stock par value (in Dollars per share) | $ 0.0001 | ||||||||
Forfeited shares (in Shares) | 450,000 | 375,000 | |||||||
Dividend per share (in Dollars per share) | $ 0.2 | ||||||||
Aggregate of founder shares outstanding (in Shares) | 3,450,000 | ||||||||
Loan amount | $ 300,000 | ||||||||
Aggregate amount | $ 125,000 | ||||||||
Promissory Note [Member] | Sponsor [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Loan amount | $ 25,000 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - SoundHound, Inc. [Member] - USD ($) | 1 Months Ended | 12 Months Ended | |||
Nov. 30, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2021 | Mar. 31, 2021 | |
Fair Value Measurements (Details) [Line Items] | |||||
Intrinsic value | $ 1,931 | ||||
Fair of debt proceeds | $ 1,527,000 | ||||
Common stock warrants description | The warrants were classified as equity instruments at inception with a corresponding discount recorded at issuance against the outstanding notes in connection with the SVB March 2021 Note or as an asset in connection with the SCI June 2021 Note. The common stock warrants are not subject to remeasurement at each subsequent balance sheet date due to their classification as equity instruments as they are considered indexed to the Company’s stock. As of December 31, 2021, none of these warrants have been exercised. | ||||
Warrant [Member] | |||||
Fair Value Measurements (Details) [Line Items] | |||||
Exchange price (in Dollars per share) | $ 20,370 | ||||
Fair of debt proceeds | $ 2,316,000 | ||||
Series B Warrants [Member] | |||||
Fair Value Measurements (Details) [Line Items] | |||||
Increase in fair value | $ 269,000 | ||||
Expected dividend yield | 0.00% | ||||
Shares issued (in Shares) | 101,574 | ||||
Series B Preferred Stock [Member] | |||||
Fair Value Measurements (Details) [Line Items] | |||||
Exchange price (in Dollars per share) | $ 1.97 | $ 1.97 | |||
Change in fair value | $ 200,000 | ||||
Series C Warrants [Member] | |||||
Fair Value Measurements (Details) [Line Items] | |||||
Increase in fair value | $ 318,000 | ||||
Change in fair value | $ 3,812,000 | ||||
Aggregate fair value | $ 0 | $ 2,004,000 | |||
Series C Preferred Stock [Member] | |||||
Fair Value Measurements (Details) [Line Items] | |||||
Shares issued (in Shares) | 116,150 | ||||
Exchange price (in Dollars per share) | $ 6,710 | ||||
Preferred Stock fair value | $ 5,816,000 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of fair value on a non-recurring basis | Dec. 31, 2021USD ($) |
Stockholders’ Equity: | |
Representative Shares | $ 2,024,463 |
Total | 2,024,463 |
Assets: | |
U.S. Mutual Fund held in Trust Account | 133,010,583 |
Total | 133,010,583 |
Liabilities: | |
Warrant Liability | 247,514 |
Total | 247,514 |
Quoted Prices In Active Markets (Level 1) [Member] | |
Stockholders’ Equity: | |
Representative Shares | |
Total | |
Assets: | |
U.S. Mutual Fund held in Trust Account | 133,010,583 |
Total | 133,010,583 |
Liabilities: | |
Warrant Liability | |
Total | |
Significant Other Observable Inputs (Level 2) [Member] | |
Stockholders’ Equity: | |
Representative Shares | |
Total | |
Assets: | |
U.S. Mutual Fund held in Trust Account | |
Total | |
Liabilities: | |
Warrant Liability | |
Total | |
Significant Other Unobservable Inputs (Level 3) [Member] | |
Stockholders’ Equity: | |
Representative Shares | 2,024,463 |
Total | 2,024,463 |
Assets: | |
U.S. Mutual Fund held in Trust Account | |
Total | |
Liabilities: | |
Warrant Liability | 247,514 |
Total | $ 247,514 |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details) - Schedule of warrant liability - $ / shares | Mar. 15, 2021 | Jan. 13, 2021 | Dec. 31, 2021 |
Schedule of warrant liability [Abstract] | |||
Restricted term (years) | 1 year 1 month 9 days | ||
Expected volatility | 24.30% | 12.50% | 19.50% |
Risk-free interest rate | 1.06% | 0.12% | 1.29% |
Stock price (in Dollars per share) | $ 9.36 | $ 9.37 | $ 9.58 |
Dividend yield | 0.00% | 0.00% | 0.00% |
Exercise price (in Dollars per share) | $ 11.5 | $ 11.5 | |
Expected term (years) | 5 years 11 months 26 days | 5 years 3 months 18 days |
Fair Value Measurements (Deta_4
Fair Value Measurements (Details) - Schedule of changes in the fair value warrant liability | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Schedule of changes in the fair value warrant liability [Abstract] | |
Fair value as of December 31, 2020 | |
Initial fair value of warrant liability upon issuance at IPO | 270,307 |
Change in fair value | (22,793) |
Fair value as of September 30, 2021 | $ 247,514 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | Mar. 15, 2021 | Mar. 10, 2021 | Jan. 13, 2021 | Aug. 31, 2021 | Mar. 19, 2021 | Mar. 16, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2020 | May 31, 2020 |
Commitments and Contingencies (Details) [Line Items] | ||||||||||
Registration rights terms description | EarlyBirdCapital may only make a demand on one occasion and only during the five-year period beginning on March 10, 2021. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination; provided, however, that EarlyBirdCapital may participate in a “piggy-back” registration only during the seven-year period beginning on the effective date of the registration statement. The Company will bear the expenses incurred in connection with the filing of any such registration statements. | |||||||||
Fixed underwriting discount | $ 2,400,000 | |||||||||
Partially exercised the over-allotment option to purchase (in Shares) | 1,300,000 | |||||||||
Fixed underwriting discount | $ 260,000 | |||||||||
Proposed public offering period | 1 year | |||||||||
Percentage of escrow account | 90.00% | |||||||||
Fair value of representative shares | $ 2,024,463 | |||||||||
Exclusive agreement, description | the Company entered into an exclusive agreement with a cloud service provider to host its voice artificial intelligence platform pursuant to which the Company committed to pay $100,000 in cloud costs over a seven-year period contingent upon the successful completion of the Business Combination. | |||||||||
Underwriters Agreement [Member] | ||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||
Description of agreement | EarlyBirdCapital and I-Bankers Securities, Inc. (the “Underwriters”) have a 45-day option from the date of the IPO to purchase up to an additional 1,800,000 Public Units to cover over-allotments, if any. The Underwriters were entitled to a cash underwriting discount of two percent (2%) of the gross proceeds of the IPO, or $2,400,000 (or up to $2,760,000 if the underwriters’ over-allotment is exercised in full). | |||||||||
SoundHound, Inc. [Member] | ||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||
Fixed underwriting discount | $ 1,132,000 | $ 2,529,000 | $ 4,175,000 | |||||||
Landlord of lease guarantee | 1,656,000 | |||||||||
Letter of credit | 230,000 | |||||||||
tangible net | 100,000,000 | |||||||||
Market capitalization | 300,000,000 | |||||||||
Reduced amount | 230,000 | |||||||||
Letter of credit requirement amount | 1,196,000 | $ 1,196,000 | ||||||||
Restricted cash equivalents | 460,000 | 230,000 | ||||||||
Restricted cash equivalents | $ 230,000 | |||||||||
Lease term | 5 years | |||||||||
Lease agreement | $ 94,000 | |||||||||
Contingencies | $ 1,105,000 | $ 829,000 | ||||||||
Representative Shares [Member] | ||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||
Number of shares (in Shares) | 350,000 | |||||||||
Share price (in Dollars per share) | $ 0.0001 | |||||||||
Dividend shares of common stock (in Shares) | 0.2 | |||||||||
Additional shares issued (in Shares) | 70,000 | |||||||||
Aggregate units in shares (in Shares) | 420,000 | |||||||||
Consulting Agreement [Member] | ||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||
Consulting fees percentage | 1.00% | |||||||||
Exceed percentage of trust account | 2.00% | |||||||||
Business Combination Marketing Agreement [Member] | ||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||
Description of business combination | The Company will pay EarlyBirdCapital a cash fee for such services upon the consummation of its initial Business Combination in an amount equal to 3.5% of the gross proceeds of the IPO (exclusive of any applicable finders’ fees which will become payable); provided that up to 30% of the fee may be allocated at the Company’s sole discretion to other FINRA members (including, with EarlyBirdCapital’s prior consent which shall not be unreasonably withheld, companies affiliated with the Company or its officers or directors) that assist the Company in identifying or consummating an initial Business Combination. | |||||||||
Business Combination Legal Services Agreement [Member] | ||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||
Description of retainer fees | the Company is required to pay a total of $250,000 in retainer fees to Loeb for services related to the initial Business Combination upon the completion of certain milestones. The balance of any additional legal fees incurred related to the initial Business Combination will be due at the closing of the SPAC Merger. As of December 31, 2021, the Company had paid a total of $50,000 of retainer fees to Loeb. | |||||||||
Dr. Julia [Member] | Consulting Agreement [Member] | ||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||
Closing amount of finder's fee | $ 2,660,000 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Stockholders' Equity Note [Abstract] | ||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common Stock, shares authorized | 100,000,000 | 31,000,000 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares issued | 4,161,000 | 0 |
Common stock, shares outstanding | 4,161,000 | 0 |
Common stock, subject to possible redemption | 13,300,000 | |
Description of warrant | Each whole warrant entitles the holder to purchase one common stock at a price of $11.50 per share, subject to adjustment as discussed below, at any time commencing 30 days after the completion of an initial Business Combination. The warrants will expire on the fifth anniversary of the completion of an initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.However, no warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the shares of common stock issuable upon exercise of the warrants and a current prospectus relating to such shares of common stock. Notwithstanding the foregoing, if a registration statement covering the shares of common stock issuable upon exercise of the Public Warrants is not effective within 90 days following the consummation of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value”(defined below) by (y) the fair market value. The “fair market value” for this purpose will mean the average reported last sale price of the shares of common stock for the 5 trading days ending on the trading day prior to the date of exercise. | |
Warrant redemption, description | The Company may call the warrants for redemption (excluding the Private Warrants and any warrants underlying additional units issued to the Sponsor, initial stockholders, officers, directors or their affiliates in payment of Working Capital Loans made to the Company), in whole and not in part, at a price of $0.01 per warrant,• at any time after the warrants become exercisable,• upon not less than 30 days’ prior written notice of redemption to each warrant holder,• If, and only if, the reported last sale price of the shares of common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations), for any 20 trading days within a 30 trading day period commencing after the warrants become exercisable and ending on the third business day prior to the notice of redemption to warrant holders; and• if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants.In addition, if (x) the Company issues additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and in the case of any such issuance to the Sponsor, initial stockholders or their affiliates, without taking into account any Founder Shares held by them prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the Market Value is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of (i) the Market Value or (ii) the price at which the Company issues the additional shares of common stock or equity-linked securities, and the $18.00 redemption trigger price will be adjusted to 180% of this amount. | |
Price per warrant (in Dollars per share) | $ 0.01 | |
Redemption trigger price (in Dollars per share) | $ 18 | |
Adjusted percentage of amount | 180.00% |
Income Tax (Details)
Income Tax (Details) - USD ($) | 4 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Income Tax (Details) [Line Items] | ||
Federal net operating loss carryforwards | $ 366,866 | |
Change in the valuation allowance | 210,982 | |
SoundHound, Inc. [Member] | ||
Income Tax (Details) [Line Items] | ||
Income tax expense | $ 738,000 | 456,000 |
Valuation allowance | 15,265,000 | $ 17,934,000 |
Income tax provisions description | The Company is not asserting permanent reinvestment of its unrepatriated foreign earnings under APB23. Management has analyzed the unrepatriated foreign earnings balances and determined that the following balances exist according to U.S. GAAP as of December 31, 2021: $972 in Canada, $0 in China, $5,681 in Germany, $159 in Japan and $0 in Korea. Based on the U.S. income tax treaties with Japan and Germany, the Company is entitled to a reduced 0% withholding rate on dividends from the Japanese and German subsidiaries (respectively). Under the U.S. income tax treaty with Canada, the withholding tax rate on dividends is reduced to 5%. Based on the unrepatriated earnings balance of $972, the effective tax liability is approximately $49. Management deems this amount to be immaterial to the financials.As of December 31, 2021, the Company had net operating loss carry forwards of approximately $301,503 and $102,925 available to reduce future taxable income, if any, for both federal and state income tax purposes, respectively. Additionally, as of December 31, 2021, the Company had Germany net operating loss carryforwards of $3,383. The federal and state net operating loss carry forwards will start to expire in 2025 and 2028, respectively, with the exception of $212,867 in federal net operating loss carryforwards, which can be carried forward indefinitely. | |
Research and development credit carry forwards | $ 7,993,000 | $ 8,900,000 |
Interest and penalties | $ 474,000 | |
Operating loss credits description | The Company’s tax years 2006 to 2021 will remain open for examination by the federal and state authorities for three and four years, respectively, from the date of utilization of any net operating loss credits. |
Income Tax (Details) - Schedule
Income Tax (Details) - Schedule of net deferred tax assets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax asset | ||
Organizational costs/Startup expenses | $ 51,171 | $ 150 |
Capitalized costs related to Business Combination | 82,920 | |
Federal net operating loss | 77,042 | |
Total deferred tax asset | 211,133 | 150 |
Valuation allowance | (211,133) | (150) |
Deferred tax asset, net of allowance |
Income Tax (Details) - Schedu_2
Income Tax (Details) - Schedule of income tax provision consists - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Federal | ||
Current | ||
Deferred | 211,133 | 150 |
State | ||
Current | ||
Deferred | ||
Change in valuation allowance | (211,133) | (150) |
Income tax provision |
Income Tax (Details) - Schedu_3
Income Tax (Details) - Schedule of effective tax rate | 12 Months Ended |
Dec. 31, 2021 | |
Schedule of effective tax rate [Abstract] | |
Statutory federal income tax rate | 21.00% |
State taxes, net of federal tax benefit | 0.00% |
Permanent Book/Tax Differences | 0.49% |
Change in valuation allowance | (21.49%) |
Income tax provision |
Organization (Details)
Organization (Details) - SoundHound, Inc. [Member] - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended |
Nov. 15, 2021 | Dec. 31, 2021 | |
Organization (Details) [Line Items] | ||
Net loss | $ 79,540 | |
Accumulated deficit | 386,729 | |
Cash and cash equivalents on hand | $ 21,626 | |
Transaction cost | $ 111,000 | |
Goss proceeds | $ 244,000 | |
Risk term | 2 years | |
Business Combination [Member] | ||
Organization (Details) [Line Items] | ||
Risk term | 1 year |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of estimated useful lives company' s property and equipment | 12 Months Ended |
Dec. 31, 2021 | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Estimated useful lives, description | Lesser of useful life or the term of the lease |
Software [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 3 years |
Furniture and Fixtures [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 5 years |
Minimum [Member] | Computer Equipment [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 3 years |
Maximum [Member] | Computer Equipment [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 4 years |
Revenue Recognition (Details)
Revenue Recognition (Details) - SoundHound, Inc. [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue Recognition (Details) [Line Items] | ||
Professional service revenue | $ 2,446,000 | $ 2,194,000 |
Majority of revenue | 4,696,000 | 886,000 |
Deferred revenue | 14,945,000 | 7,503,000 |
Decrease in deferred revenue | 4,346,000,000 | |
Related to customer contracts unsatisfied amount | 31,323 | |
Recognized revenue | $ 8,034,000 | |
Revenue recognized term | 1 year | |
Expected recognized revenue | $ 14,858,000 | |
Customer contract amount | $ 8,431,000 | |
Contractual term | 5 years | |
Long term debt term | 1 year | |
Short term period | 1 year | |
Minimum [Member] | ||
Revenue Recognition (Details) [Line Items] | ||
Contract terms of hosted services range | 1 year | |
Revenue recognized term | 2 years | |
Maximum [Member] | ||
Revenue Recognition (Details) [Line Items] | ||
Contract terms of hosted services range | 20 years | |
Revenue recognized term | 5 years | |
Contract Balances [Member] | ||
Revenue Recognition (Details) [Line Items] | ||
Prepaid expenses and other current assets | $ 54,000 | $ 43,000 |
Revenue Recognition (Details) -
Revenue Recognition (Details) - Schedule of revenues under each performance - SoundHound, Inc. [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Hosted services | $ 12,764 | $ 8,563 |
Professional services | 7,142 | 3,080 |
Monetization | 1,291 | 1,374 |
Total | $ 21,197 | $ 13,017 |
Revenue Recognition (Details)_2
Revenue Recognition (Details) - Schedule of disaggregates revenue by geographic location - SoundHound, Inc. [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | ||
Total | $ 21,197 | $ 13,017 |
Germany [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total | 7,526 | 3,339 |
United States [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total | 5,117 | 3,538 |
Japan [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total | 3,797 | 3,496 |
Korea [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total | 1,373 | 1,855 |
France [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total | 2,616 | 618 |
Other Location [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total | $ 768 | $ 171 |
Revenue Recognition (Details)_3
Revenue Recognition (Details) - Schedule of revenue recognition pattern - SoundHound, Inc. [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue Recognition (Details) - Schedule of revenue recognition pattern [Line Items] | ||
Total | $ 21,197 | $ 13,017 |
Over Time Revenue [Member] | ||
Revenue Recognition (Details) - Schedule of revenue recognition pattern [Line Items] | ||
Total | 15,210 | 10,757 |
Point-In-Time [Member] | ||
Revenue Recognition (Details) - Schedule of revenue recognition pattern [Line Items] | ||
Total | $ 5,987 | $ 2,260 |
Revenue Recognition (Details)_4
Revenue Recognition (Details) - Schedule of Service - SoundHound, Inc. [Member] - Revenue Benchmark [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue Recognition (Details) - Schedule of Service [Line Items] | ||
Total | $ 21,197 | $ 13,017 |
Product Royalties [Member] | ||
Revenue Recognition (Details) - Schedule of Service [Line Items] | ||
Total | 18,356 | 10,372 |
Service Subscriptions [Member] | ||
Revenue Recognition (Details) - Schedule of Service [Line Items] | ||
Total | 1,550 | 1,271 |
Monetization [Member] | ||
Revenue Recognition (Details) - Schedule of Service [Line Items] | ||
Total | $ 1,291 | $ 1,374 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - SoundHound, Inc. [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property and Equipment, Net (Details) [Line Items] | ||
Capital lease obligations, aggregate amount | $ 16,622 | $ 16,278 |
Accumulated depreciation | (386,729) | (307,189) |
Depreciation and amortization | 5,502 | 6,037 |
Property and Equipment [Member] | ||
Property and Equipment, Net (Details) [Line Items] | ||
Accumulated depreciation | $ 13,938 | $ 11,673 |
Property and Equipment, Net (_2
Property and Equipment, Net (Details) - Schedule of property and equipment, net - SoundHound, Inc. [Member] - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Total | $ 33,554 | $ 32,488 |
Less: accumulated depreciation and amortization | (27,399) | (22,053) |
Total | 6,155 | 10,435 |
Computer equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Total | 20,571 | 19,867 |
Software and voice recordings [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Total | 8,687 | 8,335 |
Leasehold improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Total | 3,567 | 3,560 |
Furniture and fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Total | 729 | 720 |
Construction in progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Total | $ 6 |
Accrued Liabilities (Details)
Accrued Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
SoundHound, Inc. [Member] | ||
Accrued Liabilities (Details) [Line Items] | ||
Accrued interest | $ 233 | $ 395 |
Accrued Liabilities (Details) -
Accrued Liabilities (Details) - Schedule of accrued liabilities - SoundHound, Inc. [Member] - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Accrued Liabilities (Details) - Schedule of accrued liabilities [Line Items] | ||
Accrued compensation expenses | $ 3,802 | $ 2,692 |
Accrued interest | 1,369 | |
Accrued vendor payables | 1,109 | 509 |
Accrued professional services | 934 | 149 |
Other accrued liabilities | 84 | 61 |
Total | $ 7,298 | $ 3,411 |
Warrants (Details)
Warrants (Details) - SoundHound, Inc. [Member] - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Nov. 30, 2013 | Apr. 30, 2013 | Mar. 31, 2011 | Sep. 30, 2010 | Mar. 31, 2021 | Jun. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Jun. 14, 2021 | Nov. 30, 2020 | |
Warrants (Details) [Line Items] | |||||||||||
Issued detachable warrants | 127,570 | 63,785 | |||||||||
Warrant term | 10 years | ||||||||||
Other expenses (in Dollars) | $ 3,812 | ||||||||||
Initial allocated fair value (in Dollars) | $ 2,316 | $ 1,527 | |||||||||
Warrant [Member] | |||||||||||
Warrants (Details) [Line Items] | |||||||||||
Share price (in Dollars per share) | $ 20,370 | ||||||||||
Fair value adjustment warrants (in Dollars) | $ 0 | $ 2,004 | |||||||||
Series B Preferred Stock [Member] | |||||||||||
Warrants (Details) [Line Items] | |||||||||||
Issued detachable warrants | 25,394 | 76,180 | |||||||||
Share price (in Dollars per share) | $ 1.97 | $ 1.97 | |||||||||
Warrant term | 10 years | 10 years | |||||||||
Series C Preferred Stock [Member] | |||||||||||
Warrants (Details) [Line Items] | |||||||||||
Issued detachable warrants | 89,418 | 44,708 | |||||||||
Share price (in Dollars per share) | $ 6,710 | ||||||||||
Shares outstanding | 134,126 | ||||||||||
Shares issued | 116,150 |
Convertible Notes and Note Pa_3
Convertible Notes and Note Payable (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||||||||
Jun. 30, 2021 | May 31, 2021 | Mar. 31, 2021 | Aug. 31, 2020 | Jun. 30, 2020 | May 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 01, 2021 | Jun. 14, 2021 | Mar. 19, 2021 | |
Convertible Notes and Note Payable (Details) [Line Items] | |||||||||||
Debt discount issue | $ 260,000 | ||||||||||
Total amount of debt discount | $ (1,086,000) | $ (1,942,000) | |||||||||
Incurred and paid stated interest amount | $ 329 | ||||||||||
SoundHound, Inc. [Member] | |||||||||||
Convertible Notes and Note Payable (Details) [Line Items] | |||||||||||
Cash proceeds | $ 15,000,000 | $ 25,000,000 | |||||||||
Annual interest rate | 5.00% | 5.00% | |||||||||
Maturity date | Jun. 26, 2022 | May 15, 2022 | |||||||||
Discount | 20.00% | ||||||||||
Investors purchasing equity securities per share (in Dollars per share) | $ 0.8 | ||||||||||
Conversion note | $ 30,000 | $ 40,000,000,000 | |||||||||
Outstanding principal percentage | 100.00% | 200.00% | |||||||||
Derivative liability | $ 2,460,000,000 | $ 4,060,000,000 | |||||||||
Debt discount issue | $ 2,529,000 | $ 4,175,000 | $ 1,132,000 | ||||||||
Interest expense | 2,015,000 | ||||||||||
Amortization of debt discount | 1,265,000 | 1,050,000 | |||||||||
Interest expense | 1,724,000 | ||||||||||
Total proceeds | $ 30,000,000 | $ 40,000,000 | |||||||||
Converted shares (in Shares) | 766,293 | ||||||||||
Total amount of debt discount | $ 21,268,000 | $ 3,532,000 | |||||||||
Derivative liability at fair value | 5,360,000 | ||||||||||
Net loss | 3,775,000 | ||||||||||
Borrowings | $ 30,000,000 | ||||||||||
Fair value issuance | 2,316 | ||||||||||
Final payment provision | 525,000 | $ 1,050,000 | |||||||||
Interest rate | 9.00% | ||||||||||
Accrued interest | $ 233,000 | $ 395,000 | |||||||||
Unamortized debt discount | 1,086,000 | ||||||||||
Agreement amount | 5,000,000 | ||||||||||
Commitment | $ 15,000,000 | ||||||||||
Initial amount | $ 5,000,000 | ||||||||||
Remaining amount | $ 10,000,000 | ||||||||||
Final payment percentage | 3.50% | ||||||||||
Convertible notes shares purchase (in Shares) | 63,785 | ||||||||||
Fair value issue | $ 1,527,000 | ||||||||||
Warrants amount | 2,150,000 | ||||||||||
Amortized cost | 15,000,000 | ||||||||||
Interest expense related to debt discounts | $ 1,018,000 | ||||||||||
Interest rate in percentage | 9.00% | ||||||||||
Series D-3A [Member] | SoundHound, Inc. [Member] | |||||||||||
Convertible Notes and Note Payable (Details) [Line Items] | |||||||||||
Acquisition price | 30,652,000 | ||||||||||
Series D-3A redeemable convertible preferred stock [Member] | SoundHound, Inc. [Member] | |||||||||||
Convertible Notes and Note Payable (Details) [Line Items] | |||||||||||
Aggregate proceeds | 40,300,000 | ||||||||||
Outstanding principal balance | 25,000,000 | ||||||||||
Unpaid interest | $ 288,000 | ||||||||||
March 2021 Note Payable [Member] | SoundHound, Inc. [Member] | |||||||||||
Convertible Notes and Note Payable (Details) [Line Items] | |||||||||||
Comprehensive loss | $ 4,508,000 | ||||||||||
Maximum [Member] | SoundHound, Inc. [Member] | |||||||||||
Convertible Notes and Note Payable (Details) [Line Items] | |||||||||||
Bears interest value | 9.00% | ||||||||||
Minimum [Member] | SoundHound, Inc. [Member] | |||||||||||
Convertible Notes and Note Payable (Details) [Line Items] | |||||||||||
Bears interest value | 5.75% | ||||||||||
Minimum [Member] | SoundHound, Inc. [Member] | |||||||||||
Convertible Notes and Note Payable (Details) [Line Items] | |||||||||||
Annual interest rate | 5.75% | ||||||||||
Issuance of warrants to purchase (in Shares) | 127,570 | ||||||||||
Maximum [Member] | SoundHound, Inc. [Member] | |||||||||||
Convertible Notes and Note Payable (Details) [Line Items] | |||||||||||
Annual interest rate | 9.00% |
Convertible Notes and Note Pa_4
Convertible Notes and Note Payable (Details) - Schedule of unamortized debt discount and fair value - SoundHound, Inc. [Member] - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Convertible Notes and Note Payable (Details) - Schedule of unamortized debt discount and fair value [Line Items] | ||
Unamortized debt discount | $ 657 | $ 1,942 |
Fair value of conversion feature | 3,488 | 2,380 |
Accrued interest | $ 1,136 | $ 395 |
Convertible Notes and Note Pa_5
Convertible Notes and Note Payable (Details) - Schedule of accrued interest and fair value remeasurement - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
SoundHound, Inc. [Member] | ||
Convertible Notes and Note Payable (Details) - Schedule of accrued interest and fair value remeasurement [Line Items] | ||
Remeasurement of conversion feature – gain/(loss) | $ (1,108) | $ 80 |
Convertible Notes and Note Pa_6
Convertible Notes and Note Payable (Details) - Schedule of the Company’s debt balances - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of the Company’s debt balances [Abstract] | ||
Note payable, current portion | $ 31,050 | $ 15,000 |
Unamortized loan discount | (1,086) | (1,942) |
Carrying value | $ 29,964 | $ 13,058 |
Convertible Notes and Note Pa_7
Convertible Notes and Note Payable (Details) - Schedule of convertible notes, current portion $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Convertible Notes and Note Payable (Details) - Schedule of convertible notes, current portion [Line Items] | |
Convertible notes, current portion | $ 30,525 |
Unamortized loan discount | (657) |
Total | 29,868 |
Unamortized debt issuance cost recorded as an asset | 1,132 |
June 2020 Note [Member] | |
Convertible Notes and Note Payable (Details) - Schedule of convertible notes, current portion [Line Items] | |
Convertible notes, current portion | 15,000 |
Unamortized loan discount | (657) |
Total | 14,343 |
Unamortized debt issuance cost recorded as an asset | |
June 2021 Note [Member] | |
Convertible Notes and Note Payable (Details) - Schedule of convertible notes, current portion [Line Items] | |
Convertible notes, current portion | 15,525 |
Unamortized loan discount | |
Total | 15,525 |
Unamortized debt issuance cost recorded as an asset | $ 1,132 |
Fair Value Measurements (Deta_5
Fair Value Measurements (Details) - Schedule of the fair value of the Company’s financial instruments - SoundHound, Inc. [Member] - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Level 1 [Member] | ||
Assets: | ||
Cash equivalents | $ 4,863 | $ 35,856 |
Liabilities: | ||
Total | 4,863 | 35,856 |
Level 1 [Member] | Derivative Liability [Member] | ||
Liabilities: | ||
Total | ||
Level 1 [Member] | Warrant Liability [Member] | ||
Liabilities: | ||
Total | ||
Level 2 [Member] | ||
Assets: | ||
Cash equivalents | ||
Liabilities: | ||
Total | ||
Level 2 [Member] | Derivative Liability [Member] | ||
Liabilities: | ||
Total | ||
Level 2 [Member] | Warrant Liability [Member] | ||
Liabilities: | ||
Total | ||
Level 3 [Member] | ||
Assets: | ||
Cash equivalents | ||
Liabilities: | ||
Total | (3,488) | (4,384) |
Level 3 [Member] | Derivative Liability [Member] | ||
Liabilities: | ||
Total | (3,488) | (2,380) |
Level 3 [Member] | Warrant Liability [Member] | ||
Liabilities: | ||
Total | $ (2,004) |
Fair Value Measurements (Deta_6
Fair Value Measurements (Details) - Schedule of company determined the fair value of the Series B preferred stock warrants using the Black-Scholes - SoundHound, Inc. [Member] | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
April 2013 Series C Warrants [Member] | ||
Fair Value Measurements (Details) - Schedule of company determined the fair value of the Series B preferred stock warrants using the Black-Scholes [Line Items] | ||
Expected dividend rate | 0.00% | |
Risk-free interest rate | 0.14% | |
Expected volatility | 48.00% | |
Expected term (in years) | 2 years 1 month 28 days | |
November 2013 Series C Warrants [Member] | ||
Fair Value Measurements (Details) - Schedule of company determined the fair value of the Series B preferred stock warrants using the Black-Scholes [Line Items] | ||
Expected dividend rate | 0.00% | |
Risk-free interest rate | 0.16% | |
Expected volatility | 47.00% | |
Expected term (in years) | 2 years 10 months 13 days | |
SVB March 2021 Note Common Stock Warrants [Member] | ||
Fair Value Measurements (Details) - Schedule of company determined the fair value of the Series B preferred stock warrants using the Black-Scholes [Line Items] | ||
Expected dividend rate | 0.00% | |
Risk-free interest rate | 1.74% | |
Expected volatility | 47.00% | |
Expected term (in years) | 10 years | |
SCI June 2021 Note Common Stock Warrants [Member] | ||
Fair Value Measurements (Details) - Schedule of company determined the fair value of the Series B preferred stock warrants using the Black-Scholes [Line Items] | ||
Expected dividend rate | 0.00% | |
Risk-free interest rate | 1.51% | |
Expected volatility | 47.00% | |
Expected term (in years) | 10 years |
Fair Value Measurements (Deta_7
Fair Value Measurements (Details) - Schedule to determine the fair value of the embedded derivative - SoundHound, Inc. [Member] | Dec. 31, 2021 | Dec. 31, 2020 |
Fair Value Measurements (Details) - Schedule to determine the fair value of the embedded derivative [Line Items] | ||
Probability | 100.00% | 100.00% |
Weighted average term (years) | 3 months 7 days | 3 months 3 days |
Weighted average discount rate | 25.00% | 8.63% |
Probability of Next Equity Financing [Member] | ||
Fair Value Measurements (Details) - Schedule to determine the fair value of the embedded derivative [Line Items] | ||
Probability | 3.00% | 65.00% |
Probability of SPAC/PIPE [Member] | ||
Fair Value Measurements (Details) - Schedule to determine the fair value of the embedded derivative [Line Items] | ||
Probability | 95.00% | 33.00% |
Probability of IPO [Member] | ||
Fair Value Measurements (Details) - Schedule to determine the fair value of the embedded derivative [Line Items] | ||
Probability | 2.00% | 2.00% |
Fair Value Measurements (Deta_8
Fair Value Measurements (Details) - Schedule of changes in fair value of the Company’s derivative liability - SoundHound, Inc. [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Derivative Liability [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Balance beginning | $ 2,380 | |
Initial fair value of derivative liability | 6,481 | |
Extinguishment of derivative liability | (5,360) | |
Change in fair value | 1,108 | 1,259 |
Balance ending | 3,488 | 2,380 |
Warrant Liability [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Balance beginning | 2,004 | 3,348 |
Extinguishment of derivative liability | ||
Exercise of warrants | (5,816) | (1,931) |
Change in fair value | $ 3,812 | 587 |
Balance ending | $ 2,004 |
Preferred Stock (Details)
Preferred Stock (Details) - SoundHound, Inc. [Member] - USD ($) | 1 Months Ended | 4 Months Ended | 12 Months Ended | ||
Nov. 30, 2020 | Aug. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2021 | Sep. 30, 2020 | |
Preferred Stock (Details) [Line Items] | |||||
Net cash proceeds (in Dollars) | $ 16,000,000 | ||||
Deemed dividend (in Dollars) | $ 3,182 | ||||
Preferred stock exercise (in Dollars) | $ 5,816 | ||||
Preferred stock, conversion basis | Each share of outstanding Preferred Stock is convertible, at the option of the holder thereof, at any time after the date of issuance of such share, into such number of fully-paid, non-assessable shares of common stock at a 1:1 ratio, subject to adjustment for certain dilutive issuance, splits and combinations as defined in the amended and restated certificate of incorporation. | ||||
Preferred stock, conversion description | (i) the Company’s sale of its common stock in a firm commitment underwritten public offering pursuant to a registration statement under the Securities Act of 1933, as amended, with a price per share of at least $40.00 (as adjusted for stock splits, stock dividends, reclassification and the like), which results in aggregate cash proceeds of at least $50,000, or (ii) the date specified by written consent or agreement of the holders of a majority of the then outstanding shares of Preferred Stock, voting together as a single class on an as-converted to common stock basis. | ||||
Voting rights, description | The holders of Series A Preferred Stock, as a separate class, are entitled to elect one director of the Company. The holders of Series B Preferred Stock, as a separate class, are entitled to elect two directors of the Company. The holders of common stock , as separate class, are entitled to elect three directors of the Company. The holders of Preferred Stock and common stock , as a single class on an as-converted basis, are entitled to elect one director of the Company. | ||||
Series D-3A Preferred Stock [Member] | |||||
Preferred Stock (Details) [Line Items] | |||||
Shares issued (in Shares) | 454,545 | ||||
Preferred stock, per share | $ 33 | ||||
Net cash proceeds (in Dollars) | $ 15,000 | ||||
Total proceeds (in Dollars) | $ 40,300 | ||||
Conversion of shares (in Shares) | 766,293 | ||||
Dividend rate per share | $ 2.64 | ||||
Preference stock price per share | 33 | ||||
Liquidation prefernce, per share | 33 | ||||
Preferred stock, redemption price per share | 33 | ||||
Series D-3A Preferred Stock [Member] | Exchange Agreement [Member] | |||||
Preferred Stock (Details) [Line Items] | |||||
Shares issued (in Shares) | 1,220,838 | ||||
Series D-3 Preferred Stock [Member] | |||||
Preferred Stock (Details) [Line Items] | |||||
Shares issued (in Shares) | 25,000 | ||||
Net cash proceeds (in Dollars) | $ 1,000 | ||||
Dividend rate per share | 3.2 | ||||
Preference stock price per share | 40 | ||||
Liquidation prefernce, per share | 40 | ||||
Preferred stock, redemption price per share | 40 | ||||
Series B Preferred Stock [Member] | |||||
Preferred Stock (Details) [Line Items] | |||||
Preferred stock, per share | $ 1.97 | ||||
Net cash proceeds (in Dollars) | $ 200 | ||||
Issuance of shares (in Shares) | 101,574 | ||||
Dividend rate per share | 0.15752 | ||||
Preference stock price per share | 1.969 | ||||
Liquidation prefernce, per share | $ 4.922 | ||||
Series C Warrants [Member] | |||||
Preferred Stock (Details) [Line Items] | |||||
Outstanding shares (in Shares) | 134,126 | ||||
Series C Preferred Stock [Member] | |||||
Preferred Stock (Details) [Line Items] | |||||
Issuance of shares (in Shares) | 116,150 | ||||
Dividend rate per share | $ 0.5368 | ||||
Preference stock price per share | 6.71 | ||||
Liquidation prefernce, per share | 6.71 | ||||
Series A Preferred Stock [Member] | |||||
Preferred Stock (Details) [Line Items] | |||||
Dividend rate per share | 0.11824 | ||||
Preference stock price per share | 1.478 | ||||
Liquidation prefernce, per share | 3.695 | ||||
Series C-1 Preferred Stock [Member] | |||||
Preferred Stock (Details) [Line Items] | |||||
Dividend rate per share | 1.6104 | ||||
Preference stock price per share | 20.13 | ||||
Liquidation prefernce, per share | 20.13 | ||||
Series D Preferred Stock [Member] | |||||
Preferred Stock (Details) [Line Items] | |||||
Dividend rate per share | 2.08504 | ||||
Preference stock price per share | 26.063 | ||||
Liquidation prefernce, per share | 26.063 | ||||
Series D-1 Preferred Stock [Member] | |||||
Preferred Stock (Details) [Line Items] | |||||
Dividend rate per share | 2.64 | ||||
Preference stock price per share | 33 | ||||
Liquidation prefernce, per share | 33 | ||||
Preferred stock, redemption price per share | 33 | ||||
Series D-2 Preferred Stock [Member] | |||||
Preferred Stock (Details) [Line Items] | |||||
Dividend rate per share | 2.64 | ||||
Preference stock price per share | 33 | ||||
Liquidation prefernce, per share | $ 33 |
Preferred Stock (Details) - Sch
Preferred Stock (Details) - Schedule of preferred stock authorized, issued and outstanding - SoundHound, Inc. [Member] | Dec. 31, 2021USD ($)$ / sharesshares |
Preferred Stock (Details) - Schedule of preferred stock authorized, issued and outstanding [Line Items] | |
Shares Authorized | 26,316,129 |
Liquidation Preference (in Dollars per share) | $ / shares | $ 284,826 |
Carrying Value (in Dollars) | $ | $ 279,503 |
Shares Issued | 19,248,537 |
Series A Preferred Stock [Member] | |
Preferred Stock (Details) - Schedule of preferred stock authorized, issued and outstanding [Line Items] | |
Shares Authorized | 3,438,670 |
Liquidation Preference (in Dollars per share) | $ / shares | $ 5,082 |
Carrying Value (in Dollars) | $ | $ 4,967 |
Shares Issued | 3,438,670 |
Series B Preferred Stock [Member] | |
Preferred Stock (Details) - Schedule of preferred stock authorized, issued and outstanding [Line Items] | |
Shares Authorized | 6,065,646 |
Liquidation Preference (in Dollars per share) | $ / shares | $ 11,943 |
Carrying Value (in Dollars) | $ | $ 11,038 |
Shares Issued | 6,065,646 |
Series C Preferred Stock [Member] | |
Preferred Stock (Details) - Schedule of preferred stock authorized, issued and outstanding [Line Items] | |
Shares Authorized | 1,041,607 |
Liquidation Preference (in Dollars per share) | $ / shares | $ 6,869 |
Carrying Value (in Dollars) | $ | $ 11,837 |
Shares Issued | 1,023,631 |
Series C-1 Preferred Stock [Member] | |
Preferred Stock (Details) - Schedule of preferred stock authorized, issued and outstanding [Line Items] | |
Shares Authorized | 798,399 |
Liquidation Preference (in Dollars per share) | $ / shares | $ 16,072 |
Carrying Value (in Dollars) | $ | $ 16,061 |
Shares Issued | 798,399 |
Series D Preferred Stock [Member] | |
Preferred Stock (Details) - Schedule of preferred stock authorized, issued and outstanding [Line Items] | |
Shares Authorized | 3,646,050 |
Liquidation Preference (in Dollars per share) | $ / shares | $ 95,027 |
Carrying Value (in Dollars) | $ | $ 85,648 |
Shares Issued | 3,646,050 |
Series D-1 Preferred Stock [Member] | |
Preferred Stock (Details) - Schedule of preferred stock authorized, issued and outstanding [Line Items] | |
Shares Authorized | 1,515,152 |
Liquidation Preference (in Dollars per share) | $ / shares | $ 50,000 |
Carrying Value (in Dollars) | $ | $ 49,957 |
Shares Issued | 1,515,152 |
Series D-2 Preferred Stock [Member] | |
Preferred Stock (Details) - Schedule of preferred stock authorized, issued and outstanding [Line Items] | |
Shares Authorized | 1,515,151 |
Liquidation Preference (in Dollars per share) | $ / shares | $ 50,000 |
Carrying Value (in Dollars) | $ | $ 49,949 |
Shares Issued | 1,515,151 |
Series D-3 Preferred Stock [Member] | |
Preferred Stock (Details) - Schedule of preferred stock authorized, issued and outstanding [Line Items] | |
Shares Authorized | 3,750,000 |
Liquidation Preference (in Dollars per share) | $ / shares | $ 49,834 |
Carrying Value (in Dollars) | $ | $ 50,046 |
Shares Issued | 1,245,838 |
Series D-3A Preferred Stock [Member] | |
Preferred Stock (Details) - Schedule of preferred stock authorized, issued and outstanding [Line Items] | |
Shares Authorized | 4,545,454 |
Liquidation Preference (in Dollars per share) | $ / shares | |
Carrying Value (in Dollars) | $ | |
Shares Issued |
Common Stock (Details)
Common Stock (Details) | Dec. 31, 2021shares |
SoundHound, Inc. [Member] | |
Common Stock (Details) [Line Items] | |
Issuance of common stock | 45,000,000 |
Common Stock (Details) - Schedu
Common Stock (Details) - Schedule of company has reserved shares of common stock for future issuance - SoundHound, Inc. [Member] | Dec. 31, 2021shares |
Common Stock (Details) - Schedule of company has reserved shares of common stock for future issuance [Line Items] | |
Total | 25,414,503 |
Stock options outstanding | 5,475,283 |
Stock incentive plan shares reserved for future issuance | 499,328 |
Series A Preferred Stock [Member] | |
Common Stock (Details) - Schedule of company has reserved shares of common stock for future issuance [Line Items] | |
Total | 3,438,670 |
Series B Preferred Stock [Member] | |
Common Stock (Details) - Schedule of company has reserved shares of common stock for future issuance [Line Items] | |
Total | 6,065,646 |
Series C Preferred Stock [Member] | |
Common Stock (Details) - Schedule of company has reserved shares of common stock for future issuance [Line Items] | |
Total | 1,023,631 |
Series C-1 Preferred Stock [Member] | |
Common Stock (Details) - Schedule of company has reserved shares of common stock for future issuance [Line Items] | |
Total | 798,399 |
Series D Preferred Stock [Member] | |
Common Stock (Details) - Schedule of company has reserved shares of common stock for future issuance [Line Items] | |
Total | 3,646,050 |
Series D-1 Preferred Stock [Member] | |
Common Stock (Details) - Schedule of company has reserved shares of common stock for future issuance [Line Items] | |
Total | 1,515,152 |
Series D-2 Preferred Stock [Member] | |
Common Stock (Details) - Schedule of company has reserved shares of common stock for future issuance [Line Items] | |
Total | 1,515,151 |
Series D-3 Preferred Stock [Member] | |
Common Stock (Details) - Schedule of company has reserved shares of common stock for future issuance [Line Items] | |
Total | 1,245,838 |
Common stock warrants [Member] | |
Common Stock (Details) - Schedule of company has reserved shares of common stock for future issuance [Line Items] | |
Total | 191,355 |
Stock Incentive Plan (Details)
Stock Incentive Plan (Details) - SoundHound, Inc. [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Stock Incentive Plan (Details) [Line Items] | ||
Common stock reserved for issuance (in Shares) | 45,000,000 | |
Fair value of options vested | $ 5,358 | $ 5,400 |
Stock compensation expense | 6,322 | $ 5,897 |
Unamortized expense | $ 25,572 | |
Amortization period | 3 years 1 month 13 days | |
Bonus for executive award holders | $ 5,837 | |
Minimum [Member] | ||
Stock Incentive Plan (Details) [Line Items] | ||
Contractual expirations | 5 years | |
Maximum [Member] | ||
Stock Incentive Plan (Details) [Line Items] | ||
Contractual expirations | 10 years | |
2016 Equity Incentive Plan [Member] | ||
Stock Incentive Plan (Details) [Line Items] | ||
Common stock reserved for issuance (in Shares) | 1,200,000 | |
Aggregate of common stock (in Shares) | 8,701,460 | |
Incentive stock options description | The 2016 Plan provides for incentive stock options to be granted to employees at an exercise price not less than 100% of the fair value at the grant date as determined by the Board of Directors, unless the optionee is a 10% stockholder, in which case the option price will not be less than 110% of such fair market value. Options granted generally have a maximum term of 10 years from grant date, are exercisable upon vesting unless otherwise designated for early exercise by the Board of Directors at the time of grant, and generally vest over a four-year period, with a 25% cliff vesting after one year and then ratably on a monthly basis for the remaining three years. |
Stock Incentive Plan (Details)
Stock Incentive Plan (Details) - Schedule of stock option activity - SoundHound, Inc. [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Shares Available for Grant [Member] | ||
Stock Incentive Plan (Details) - Schedule of stock option activity [Line Items] | ||
Shares Available for Grant, Outstanding at Beginning balance | 57,535 | 378,010 |
Shares Available for Grant, Authorized | 1,200,000 | 650,000 |
Shares Available for Grant, Granted | (1,134,542) | (1,446,350) |
Shares Available for Grant, Exercised | ||
Shares Available for Grant, Awards forfeited or cancelled | 376,245 | 475,875 |
Shares Available for Grant, Outstanding at Ending balance | 499,238 | 57,535 |
Outstanding Stock Options [Member] | ||
Stock Incentive Plan (Details) - Schedule of stock option activity [Line Items] | ||
Outstanding Stock Options, Outstanding at Beginning balance | 5,178,276 | 4,276,480 |
Outstanding Stock Options, Authorized | ||
Outstanding Stock Options, Exercisable | 3,322,160 | |
Outstanding Stock Options, Granted | 1,134,542 | 1,446,350 |
Outstanding Stock Options, Exercised | (461,290) | (68,679) |
Outstanding Stock Options, Awards forfeited or cancelled | (376,245) | (475,875) |
Outstanding Stock Options, Outstanding at Ending balance | 5,475,283 | 5,178,276 |
Weighted Average Exercise Price Per Share [Member] | ||
Stock Incentive Plan (Details) - Schedule of stock option activity [Line Items] | ||
Weighted Average Exercise Price Per Share, Outstanding at Beginning balance (in Dollars per share) | $ 13.23 | $ 10.35 |
Weighted Average Exercise Price Per Share, Authorized (in Dollars per share) | ||
Weighted Average Exercise Price Per Share, Exercisable (in Dollars per share) | 12.23 | |
Weighted Average Exercise Price Per Share, Granted (in Dollars per share) | 40.1 | 19.98 |
Weighted Average Exercise Price Per Share, Exercised (in Dollars per share) | 5.34 | 2.82 |
Weighted Average Exercise Price Per Share, Awards forfeited or cancelled (in Dollars per share) | 17.35 | 13.76 |
Weighted Average Exercise Price Per Share, Outstanding at Ending balance (in Dollars per share) | $ 19.19 | $ 13.23 |
Weighted Average Remaining Contractual Term (Years) [Member] | ||
Stock Incentive Plan (Details) - Schedule of stock option activity [Line Items] | ||
Weighted Average Remaining Contractual Term (Years), Outstanding at Beginning balance | 6 years 5 months 8 days | |
Weighted Average Remaining Contractual Term (Years), Exercisable | 5 years 3 months 25 days | |
Weighted Average Remaining Contractual Term (Years), Outstanding at Ending balance | 6 years 9 months 10 days | 6 years 9 months |
Aggregate Intrinsic Value [Member] | ||
Stock Incentive Plan (Details) - Schedule of stock option activity [Line Items] | ||
Average Intrinsic Value, Outstanding at Beginning balance (in Dollars) | $ 36,987 | $ 33,785 |
Average Intrinsic Value, Authorized (in Dollars) | ||
Average Intrinsic Value, Exercisable (in Dollars) | 125,517 | |
Average Intrinsic Value, Granted (in Dollars) | ||
Average Intrinsic Value, Exercised (in Dollars) | 9,667 | 1,138 |
Average Intrinsic Value, Awards forfeited or cancelled (in Dollars) | ||
Average Intrinsic Value, Outstanding at Ending balance (in Dollars) | $ 168,923 | $ 36,987 |
Stock Incentive Plan (Details_2
Stock Incentive Plan (Details) - Schedule of stock options outstanding and exercisable - SoundHound, Inc. [Member] | 12 Months Ended |
Dec. 31, 2021shares | |
Options Outstanding [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Options Outstanding, Shares Outstanding | 5,475,283 |
Options Outstanding, Weighted Average Remaining Contractual Life (Years) | 6 years 9 months 10 days |
Options Exercisable [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Options Outstanding, Shares Outstanding | 3,322,160 |
Options Outstanding, Weighted Average Remaining Contractual Life (Years) | 5 years 3 months 25 days |
$2.43 – $12.06 [Member] | Options Outstanding [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Options Outstanding, Shares Outstanding | 1,223,100 |
Options Outstanding, Weighted Average Remaining Contractual Life (Years) | 2 years 7 months 17 days |
$2.43 – $12.06 [Member] | Options Exercisable [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Options Outstanding, Shares Outstanding | 1,223,100 |
Options Outstanding, Weighted Average Remaining Contractual Life (Years) | 2 years 7 months 17 days |
$12.07 – $15.34 [Member] | Options Outstanding [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Options Outstanding, Shares Outstanding | 1,223,673 |
Options Outstanding, Weighted Average Remaining Contractual Life (Years) | 5 years 10 months 28 days |
$12.07 – $15.34 [Member] | Options Exercisable [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Options Outstanding, Shares Outstanding | 1,154,889 |
Options Outstanding, Weighted Average Remaining Contractual Life (Years) | 5 years 10 months 13 days |
$15.35 – $19.31 [Member] | Options Outstanding [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Options Outstanding, Shares Outstanding | 876,147 |
Options Outstanding, Weighted Average Remaining Contractual Life (Years) | 7 years 8 months 1 day |
$15.35 – $19.31 [Member] | Options Exercisable [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Options Outstanding, Shares Outstanding | 531,085 |
Options Outstanding, Weighted Average Remaining Contractual Life (Years) | 7 years 7 months 24 days |
$19.32 – $24.17 [Member] | Options Outstanding [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Options Outstanding, Shares Outstanding | 1,156,561 |
Options Outstanding, Weighted Average Remaining Contractual Life (Years) | 8 years 10 months 2 days |
$19.32 – $24.17 [Member] | Options Exercisable [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Options Outstanding, Shares Outstanding | 404,605 |
Options Outstanding, Weighted Average Remaining Contractual Life (Years) | 8 years 9 months 10 days |
$24.18 – $50.07 [Member] | Options Outstanding [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Options Outstanding, Shares Outstanding | 995,802 |
Options Outstanding, Weighted Average Remaining Contractual Life (Years) | 9 years 9 months 7 days |
$24.18 – $50.07 [Member] | Options Exercisable [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Options Outstanding, Shares Outstanding | 8,481 |
Options Outstanding, Weighted Average Remaining Contractual Life (Years) | 9 years 8 months 26 days |
Stock Incentive Plan (Details_3
Stock Incentive Plan (Details) - Schedule of weighted average calculated fair value of the options granted to employees - SoundHound, Inc. [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Stock Incentive Plan (Details) - Schedule of weighted average calculated fair value of the options granted to employees [Line Items] | ||
Fair Value of Common Stock (in Dollars per share) | $ 40.83 | $ 20.37 |
Dividend yield | 0.00% | 0.00% |
Expected volatility | 42.00% | 44.00% |
Expected term (years) | 6 years 3 days | 5 years 11 months 1 day |
Risk free interest rate | 1.14% | 0.64% |
Stock Incentive Plan (Details_4
Stock Incentive Plan (Details) - Schedule of operations and comprehensive loss - SoundHound, Inc. [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Research and development | $ 4,434 | $ 3,605 |
Sales and marketing | 509 | 414 |
General and administrative | 1,379 | 1,878 |
Total | $ 6,322 | $ 5,897 |
Leases (Details)
Leases (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
SoundHound, Inc. [Member] | ||
Leases (Details) [Line Items] | ||
Rent expenses | $ 4,178 | $ 3,514 |
Leases (Details) - Schedule of
Leases (Details) - Schedule of aggregate noncancelable future minimum lease payments under operating and finance leases - SoundHound, Inc. [Member] $ in Thousands | Dec. 31, 2021USD ($) |
Operating Lease [Member] | |
Leases (Details) - Schedule of aggregate noncancelable future minimum lease payments under operating and finance leases [Line Items] | |
2022 | $ 3,544 |
2023 | 3,543 |
2024 | 3,288 |
2025 | 962 |
2026 | 505 |
Thereafter | 1,785 |
Total | 13,627 |
Less: imputed interest | (1,735) |
Present value of lease liabilities | 11,892 |
Less: current portion | (3,281) |
Lease liabilities, net of current portion | 8,611 |
Finance Lease [Member] | |
Leases (Details) - Schedule of aggregate noncancelable future minimum lease payments under operating and finance leases [Line Items] | |
2022 | 1,383 |
2023 | 189 |
2024 | 122 |
2025 | 11 |
2026 | |
Thereafter | |
Total | 1,705 |
Less: imputed interest | (112) |
Present value of lease liabilities | 1,593 |
Less: current portion | (1,301) |
Lease liabilities, net of current portion | $ 292 |
Leases (Details) - Schedule o_2
Leases (Details) - Schedule of additional information related to the inputs used in computing the Company’s lease - SoundHound, Inc. [Member] $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Operating Lease [Member] | |
Leases (Details) - Schedule of additional information related to the inputs used in computing the Company’s lease [Line Items] | |
Operating lease cost | $ 3,654 |
Short-term lease cost | 524 |
Finance Lease [Member] | |
Financing lease cost: | |
Amortization of finance leased assets | 2,575 |
Interest of lease liabilities | $ 472 |
Leases (Details) - Schedule o_3
Leases (Details) - Schedule of weighted average remaining lease term and the weighted average discount rate - SoundHound, Inc. [Member] | Dec. 31, 2021 |
Operating Lease [Member] | |
Leases (Details) - Schedule of weighted average remaining lease term and the weighted average discount rate [Line Items] | |
Weighted average remaining lease term (years) | 4 years 6 months 3 days |
Weighted average discount rate | 5.94% |
Finance Lease [Member] | |
Leases (Details) - Schedule of weighted average remaining lease term and the weighted average discount rate [Line Items] | |
Weighted average remaining lease term (years) | 1 year 2 months 19 days |
Weighted average discount rate | 13.21% |
Other Expense, Net (Details) -
Other Expense, Net (Details) - Schedule of condensed consolidated statements of operations and comprehensive loss - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Other expense, net: | ||
Interest income | $ 7 | $ 168 |
Change in fair value of derivative and warrant liability | (4,920) | (1,806) |
Loss on extinguishment of convertible note | (3,775) | |
Other expense, net | (502) | 17 |
Total other expense, net | $ (5,415) | $ (5,396) |
Net Loss Per Share (Details) -
Net Loss Per Share (Details) - Schedule of the calculation of basic and diluted net loss per share - SoundHound, Inc. [Member] - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Numerator: | ||
Net loss | $ (79,540) | $ (74,407) |
Less: deemed dividend related to the exchange of Preferred Stock Series D-3A for Preferred Stock Series D-3 | (3,182) | |
Net loss attributable to common stockholders | $ (79,540) | $ (77,589) |
Denominator: | ||
Weighted average shares outstanding – Basic and Dilutive (in Shares) | 12,104,523 | 11,780,078 |
Basic and Diluted Net Loss Per Share (in Dollars per share) | $ (6.57) | $ (6.59) |
Net Loss Per Share (Details) _2
Net Loss Per Share (Details) - Schedule of outstanding shares of potentially dilutive securities - SoundHound, Inc. [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Stock options | $ 5,475,283 | $ 5,178,276 |
Series C Warrants (in Shares) | 134,126 | |
Common stock warrants | $ 191,355 | |
Preferred Stock (in Shares) | 19,248,537 | 19,132,387 |
Total | $ 24,915,175 | $ 24,444,789 |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of income tax provision consists - SoundHound, Inc. [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Taxes (Details) - Schedule of income tax provision consists [Line Items] | ||
Total | $ (79,084) | $ (73,669) |
United States [Member] | ||
Income Taxes (Details) - Schedule of income tax provision consists [Line Items] | ||
Total | (79,962) | (73,056) |
International [Member] | ||
Income Taxes (Details) - Schedule of income tax provision consists [Line Items] | ||
Total | $ 878 | $ (613) |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of provision for income tax consisted - SoundHound, Inc. [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Current: | ||
Total | $ 344 | $ 597 |
Deferred: | ||
Total | 112 | 141 |
Total provision | 456 | 738 |
Federal [Member] | ||
Current: | ||
Total | ||
Deferred: | ||
Total | ||
State [Member] | ||
Current: | ||
Total | 5 | 3 |
Deferred: | ||
Total | ||
International [Member] | ||
Current: | ||
Total | 339 | 594 |
Deferred: | ||
Total | $ 112 | $ 141 |
Income Taxes (Details) - Sche_3
Income Taxes (Details) - Schedule of effective tax rate - SoundHound, Inc. [Member] | 12 Months Ended |
Dec. 31, 2021 | |
Income Taxes (Details) - Schedule of effective tax rate [Line Items] | |
Federal statutory income tax rate | 21.00% |
State income tax rate, net of federal benefit | 1.63% |
Foreign withholding and income tax | (0.99%) |
Research and development credits | 2.51% |
Change in valuation allowance | (20.44%) |
Stock based compensation -0.92 | 0.00% |
Non-deductible permanent expenses | (4.61%) |
Other | (0.09%) |
Total | (0.99%) |
Income Taxes (Details) - Sche_4
Income Taxes (Details) - Schedule of net deferred tax assets - SoundHound, Inc. [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 70,808 | $ 54,527 |
Research and development credits | 10,650 | 9,035 |
Property and equipment and intangible assets | 91 | |
Deferred revenue | 3,662 | 2,752 |
Contract liability | 1,154 | 2,282 |
Share-based compensation | 1,235 | 1,036 |
Deferred rent | 378 | |
Operating lease liabilities | 2,861 | |
Debt issuance cost | 121 | |
Accruals and reserves | 863 | 989 |
Gross deferred tax assets | 91,324 | 71,120 |
Valuation allowance | (86,695) | (68,760) |
Deferred tax liabilities: | ||
Property and equipment and intangible assets | (78) | |
Right-of-use assets | (2,461) | |
Gross deferred tax liabilities | (2,461) | (78) |
Net deferred tax assets | $ 2,168 | $ 2,282 |
Related Party Transactions (D_2
Related Party Transactions (Details) - Schedule of related party transactions - SoundHound, Inc. [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Related Party Transactions (Details) - Schedule of related party transactions [Line Items] | ||
Deferred revenue | $ 14,945 | $ 7,503 |
Accounts Receivable [Member] | ||
Related Party Transactions (Details) - Schedule of related party transactions [Line Items] | ||
Accounts receivable | 583 | 2,083 |
Deferred revenue [Member] | ||
Related Party Transactions (Details) - Schedule of related party transactions [Line Items] | ||
Deferred revenue | 15,238 | 16,787 |
Revenue [Member] | ||
Related Party Transactions (Details) - Schedule of related party transactions [Line Items] | ||
Revenue | $ 7,013 | $ 6,668 |