Document And Entity Information
Document And Entity Information | 9 Months Ended |
Sep. 30, 2022 | |
Document Information Line Items | |
Entity Registrant Name | SOUNDHOUND AI, INC. |
Document Type | S-1/A |
Amendment Flag | true |
Amendment Description | AMENDMENT NO. 3 |
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 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | |||
Cash and cash equivalents | $ 33,412 | $ 21,626 | $ 43,692 |
Restricted cash equivalents | 460 | 230 | |
Accounts receivable, net of allowances | 2,789 | 2,060 | 3,575 |
Prepaid expenses and other current assets | 1,452 | ||
Debt issuance cost | 122 | 1,132 | |
Total current assets | 42,365 | 27,471 | 48,949 |
Prepaid expenses | 3,774 | 1,276 | |
Contract assets | 1,407 | 54 | |
Other current assets | 861 | 863 | |
Restricted cash equivalents, non-current | 230 | 736 | 1,060 |
Right-of-use assets | 8,833 | 10,291 | |
Property and equipment, net | 4,146 | 6,155 | 10,435 |
Deferred tax asset | 2,169 | 2,169 | 2,282 |
Debt issuance cost | 204 | ||
Deferred offering costs | 1,264 | ||
Contract assets, non-current | 4,823 | ||
Other assets | 1,071 | 1,117 | 911 |
Total assets | 63,841 | 49,203 | 63,637 |
Current liabilities: | |||
Accounts payable | 2,894 | 3,760 | 3,336 |
Accrued liabilities | 7,242 | 7,298 | 3,411 |
Capital lease obligation, current portion | 2,331 | ||
Operating lease liabilities | 3,281 | 3,281 | |
Finance lease liabilities | 179 | 1,301 | |
Income tax liability | 2,858 | 2,737 | 2,953 |
Deferred rent, current portion | 414 | ||
Deferred revenue | 5,312 | 6,042 | 12,078 |
Convertible note | 29,868 | ||
Derivative liability | 3,488 | ||
Notes payable | 16,533 | 29,964 | |
Total current liabilities | 38,299 | 87,739 | 24,523 |
Capital lease obligation, net of current portion | 1,252 | ||
Operating lease liabilities, net of current portion | 6,236 | 8,611 | |
Financing lease liabilities, net of current portion | 168 | 292 | |
Deferred rent, net of current portion | 1,511 | ||
Deferred revenue, net of current portion | 8,874 | 14,959 | 19,204 |
Notes payable, net of current portion | 22,508 | ||
Derivative and warrant liability | 4,384 | ||
Convertible notes, net of current portion | 13,058 | ||
Other liabilities | 2,133 | 1,336 | 2,371 |
Total liabilities | 78,218 | 112,937 | 66,303 |
Commitments and contingencies | |||
Legacy SoundHound redeemable convertible preferred stock, value | 279,503 | 273,687 | |
Stockholders’ deficit: | |||
Class A Common Stock, $0.0001 par value; 455,000,000 shares authorized; 157,296,065 and 0 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively | 16 | ||
Class B Common Stock, $0.0001 par value; 44,000,000 shares authorized; 40,396,600 and 0 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively | 4 | ||
Legacy SoundHound Common Stock, value | 1 | 1 | |
Additional paid-in capital | 457,025 | 43,491 | 30,836 |
Accumulated other comprehensive loss | (1) | ||
Accumulated deficit | (471,422) | (386,729) | (307,189) |
Total stockholders’ deficit | (14,377) | (343,237) | (276,353) |
Total liabilities, redeemable convertible preferred stock, and stockholders’ deficit | $ 63,841 | 49,203 | $ 63,637 |
Previously Reported | |||
Current assets: | |||
Cash and cash equivalents | 21,626 | ||
Restricted cash equivalents | 460 | ||
Accounts receivable, net of allowances | 2,060 | ||
Prepaid expenses and other current assets | 2,193 | ||
Debt issuance cost | 1,132 | ||
Total current assets | 27,471 | ||
Restricted cash equivalents, non-current | 736 | ||
Right-of-use assets | 10,291 | ||
Property and equipment, net | 6,155 | ||
Deferred tax asset | 2,169 | ||
Other assets | 2,381 | ||
Total assets | 49,203 | ||
Current liabilities: | |||
Accounts payable | 3,760 | ||
Accrued liabilities | 7,298 | ||
Capital lease obligation, current portion | |||
Operating lease liabilities | 3,281 | ||
Finance lease liabilities | 1,301 | ||
Income tax liability | 2,737 | ||
Deferred rent, current portion | |||
Deferred revenue | 6,042 | ||
Convertible note | 29,868 | ||
Derivative liability | 3,488 | ||
Notes payable | 29,964 | ||
Total current liabilities | 87,739 | ||
Capital lease obligation, net of current portion | |||
Operating lease liabilities, net of current portion | 8,611 | ||
Financing lease liabilities, net of current portion | 292 | ||
Deferred rent, net of current portion | |||
Deferred revenue, net of current portion | 14,959 | ||
Derivative and warrant liability | |||
Convertible notes, net of current portion | |||
Other liabilities | 1,336 | ||
Total liabilities | 112,937 | ||
Commitments and contingencies | |||
Legacy SoundHound redeemable convertible preferred stock, value | 279,503 | ||
Stockholders’ deficit: | |||
Legacy SoundHound Common Stock, value | 1 | ||
Additional paid-in capital | 43,491 | ||
Accumulated other comprehensive loss | |||
Accumulated deficit | (386,729) | ||
Total stockholders’ deficit | (343,237) | ||
Total liabilities, redeemable convertible preferred stock, and stockholders’ deficit | $ 49,203 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Accounts receivable, net of allowances (in Dollars) | $ 109 | $ 109 | $ 109 |
Redeemable convertible preferred stock, par value (in Dollars per share) | $ 0.0001 | ||
Redeemable convertible preferred stock, shares authorized | 26,316,129 | ||
Redeemable convertible preferred stock, shares issued | 19,132,387 | ||
Redeemable convertible preferred stock, shares outstanding | 19,132,387 | ||
Liquidation preference (in Dollars) | $ 284,047 | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 250,030,433 | 250,030,433 | 45,000,000 |
Common stock, shares issued | 0 | 68,258,556 | 11,818,761 |
Common stock, shares outstanding | 0 | 68,258,556 | 11,818,761 |
Preferred Stock | |||
Redeemable convertible preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |
Redeemable convertible preferred stock, shares authorized | 0 | 146,218,514 | |
Redeemable convertible preferred stock, shares issued | 0 | 106,949,326 | |
Redeemable convertible preferred stock, shares outstanding | 0 | 106,949,326 | |
Liquidation preference (in Dollars) | $ 0 | $ 284,826 | |
Previously Reported | |||
Accounts receivable, net of allowances (in Dollars) | $ 109 | ||
Redeemable convertible preferred stock, par value (in Dollars per share) | $ 0.0001 | ||
Redeemable convertible preferred stock, shares authorized | 26,316,129 | ||
Redeemable convertible preferred stock, shares issued | 19,248,537 | ||
Redeemable convertible preferred stock, shares outstanding | 19,248,537 | ||
Liquidation preference (in Dollars) | $ 284,826 | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | ||
Common stock, shares authorized | 45,000,000 | ||
Common stock, shares issued | 12,280,051 | ||
Common stock, shares outstanding | 12,280,051 | ||
Class A Common Stock | |||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |
Common stock, shares authorized | 455,000,000 | 455,000,000 | |
Common stock, shares issued | 157,296,065 | 0 | |
Common stock, shares outstanding | 157,296,065 | 0 | |
Class B Common Stock | |||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |
Common stock, shares authorized | 44,000,000 | 44,000,000 | |
Common stock, shares issued | 40,396,600 | 0 | |
Common stock, shares outstanding | 40,396,600 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||||||
Revenues | $ 11,186 | $ 4,028 | $ 21,628 | $ 16,046 | $ 21,197 | $ 13,017 |
Operating expenses: | ||||||
Cost of revenues | 2,583 | 1,657 | 6,844 | 4,878 | 6,585 | 5,863 |
Sales and marketing | 6,672 | 1,175 | 13,623 | 3,259 | 4,240 | 4,739 |
Research and development | 19,352 | 14,344 | 54,864 | 42,810 | 59,178 | 54,279 |
General and administrative | 9,587 | 4,022 | 22,952 | 11,387 | 16,521 | 14,140 |
Total operating expenses | 38,194 | 21,198 | 98,283 | 62,334 | 86,524 | 79,021 |
Loss from operations | (27,008) | (17,170) | (76,655) | (46,288) | (65,327) | (66,004) |
Other expense, net: | ||||||
Interest expense | (1,166) | (2,683) | (5,715) | (5,725) | (8,342) | (2,269) |
Other income (expense), net | 116 | (2,738) | (718) | (4,280) | (5,415) | (5,396) |
Total other expense, net | (1,050) | (5,421) | (6,433) | (10,005) | (13,757) | (7,665) |
Loss before provision for income taxes | (28,058) | (22,591) | (83,088) | (56,293) | (79,084) | (73,669) |
Provision for income taxes | 864 | 1,190 | 1,605 | 1,400 | 456 | 738 |
Net loss | (28,922) | (23,781) | (84,693) | (57,693) | (79,540) | (74,407) |
Deemed dividend related to the exchange of redeemable convertible preferred stock series D-3A for redeemable convertible preferred stock series D-3 | (3,182) | |||||
Net loss attributable to common stockholders | (79,540) | (77,589) | ||||
Other comprehensive gain: | ||||||
Unrealized holding gain on available-for-sale securities, net of tax | 1 | 1 | 5 | |||
Comprehensive loss | $ (28,922) | $ (23,781) | $ (84,693) | $ (57,692) | $ (79,539) | $ (74,402) |
Net loss per share: | ||||||
Basic and diluted (in Dollars per share) | $ (0.15) | $ (0.35) | $ (0.59) | $ (0.86) | $ (6.57) | $ (6.59) |
Weighted-average common shares outstanding: | ||||||
Basic and diluted (in Shares) | 197,006,980 | 67,718,940 | 143,338,517 | 67,021,176 | 12,104,523 | 11,780,078 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) (Parentheticals) - $ / shares | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||||||
Basic and diluted | $ (0.15) | $ (0.35) | $ (0.59) | $ (0.86) | $ (6.57) | $ (6.59) |
Basic and diluted | 197,006,980 | 67,718,940 | 143,338,517 | 67,021,176 | 12,104,523 | 11,780,078 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit) (Unaudited) - USD ($) $ in Thousands | Class A Common Stock | Class B Common Stock | Redeemable Convertible Preferred Stock | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Loss | Accumulated Deficit | Legacy SoundHound Redeemable Convertible Preferred Stock | Total |
Balance at Dec. 31, 2019 | $ 223,641 | $ 1 | $ 25,936 | $ (6) | $ (232,782) | $ (206,851) | |||
Balance (in Shares) at Dec. 31, 2019 | 17,784,975 | 11,750,082 | |||||||
Issuance of redeemable convertible Series D3 preferred stock Preferred stock exchange at $33.00 per share | $ 15,000 | ||||||||
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 | ||||||||
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 | ||||||||
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 | (3,182) | (3,182) | ||||||
Issuance of redeemable convertible preferred stock upon net exercise of Warrants | $ 200 | 1,931 | 1,931 | ||||||
Issuance of redeemable convertible preferred stock upon net exercise of Warrants (in Shares) | 101,574 | ||||||||
Issuance of common stock upon exercise of stock options | 254 | 254 | |||||||
Issuance of common stock upon exercise of stock options (in Shares) | 68,679 | ||||||||
Other comprehensive gain, net of tax | 5 | 5 | |||||||
Stock-based compensation | 5,897 | 5,897 | |||||||
Net loss | (74,407) | (74,407) | |||||||
Balance at Dec. 31, 2020 | $ 273,687 | $ 1 | 30,836 | (1) | (307,189) | $ 273,687 | (276,353) | ||
Balance (in Shares) at Dec. 31, 2020 | 19,132,387 | 11,818,761 | 19,132,387 | ||||||
Issuance of common stock warrants | 3,842 | 3,842 | |||||||
Retroactive application of Business Combination (Note 3) | |||||||||
Retroactive application of Business Combination (Note 3) (in Shares) | 53,849,015 | 87,171,583 | |||||||
Adjusted balance, beginning of period | $ 1 | 30,836 | (1) | (307,189) | $ 273,687 | (276,353) | |||
Adjusted balance, beginning of period (in Shares) | 65,667,776 | 106,303,970 | |||||||
Issuance of common stock upon exercise of stock options | 1,906 | 1,906 | |||||||
Issuance of common stock upon exercise of stock options (in Shares) | 2,178,412 | ||||||||
Other comprehensive gain, net of tax | 1 | 1 | |||||||
Stock-based compensation | 4,049 | 4,049 | |||||||
Net loss | (57,693) | (57,693) | |||||||
Balance at Sep. 30, 2021 | $ 1 | 40,633 | (364,882) | $ 273,687 | (324,248) | ||||
Balance (in Shares) at Sep. 30, 2021 | 67,846,188 | 106,303,970 | |||||||
Balance at Dec. 31, 2020 | $ 273,687 | $ 1 | 30,836 | (1) | (307,189) | $ 273,687 | (276,353) | ||
Balance (in Shares) at Dec. 31, 2020 | 19,132,387 | 11,818,761 | 19,132,387 | ||||||
Issuance of redeemable convertible preferred stock upon net exercise of Warrants | $ 5,816 | ||||||||
Issuance of redeemable convertible preferred stock upon net exercise of Warrants (in Shares) | 116,150 | ||||||||
Issuance of common stock warrants | 3,843 | 3,843 | |||||||
Issuance of common stock upon exercise of stock options | 2,490 | 2,490 | |||||||
Issuance of common stock upon exercise of stock options (in Shares) | 461,290 | ||||||||
Other comprehensive gain, net of tax | 1 | 1 | |||||||
Stock-based compensation | 6,322 | 6,322 | |||||||
Net loss | (79,540) | (79,540) | |||||||
Balance at Dec. 31, 2021 | $ 279,503 | $ 1 | 43,491 | (386,729) | $ 279,503 | (343,237) | |||
Balance (in Shares) at Dec. 31, 2021 | 19,248,537 | 12,280,051 | 19,248,537 | ||||||
Balance at Jun. 30, 2021 | $ 1 | 39,084 | (341,101) | $ 273,687 | (302,016) | ||||
Balance (in Shares) at Jun. 30, 2021 | 67,633,891 | 106,303,970 | |||||||
Issuance of common stock upon exercise of stock options | 234 | 234 | |||||||
Issuance of common stock upon exercise of stock options (in Shares) | 212,297 | ||||||||
Stock-based compensation | 1,315 | 1,315 | |||||||
Net loss | (23,781) | (23,781) | |||||||
Balance at Sep. 30, 2021 | $ 1 | 40,633 | (364,882) | $ 273,687 | (324,248) | ||||
Balance (in Shares) at Sep. 30, 2021 | 67,846,188 | 106,303,970 | |||||||
Balance at Dec. 31, 2021 | $ 279,503 | $ 1 | 43,491 | (386,729) | $ 279,503 | (343,237) | |||
Balance (in Shares) at Dec. 31, 2021 | 19,248,537 | 12,280,051 | 19,248,537 | ||||||
Retroactive application of Business Combination (Note 3) | $ (1) | 279,504 | $ (279,503) | 279,503 | |||||
Retroactive application of Business Combination (Note 3) (in Shares) | 55,978,505 | 87,700,789 | |||||||
Adjusted balance, beginning of period | 322,995 | (386,729) | (63,734) | ||||||
Adjusted balance, beginning of period (in Shares) | 68,258,556 | 106,949,326 | |||||||
Issuance of common stock upon exercise of stock options | 2,840 | 2,840 | |||||||
Issuance of common stock upon exercise of stock options (in Shares) | 2,582,535 | ||||||||
Net exercise of outstanding warrants | |||||||||
Net exercise of outstanding warrants (in Shares) | 673,416 | ||||||||
Conversion of convertible note | 20,239 | 20,239 | |||||||
Conversion of convertible note (in Shares) | 2,046,827 | ||||||||
Effect of reverse recapitalization, net of costs (Note 3) | $ 14 | $ 4 | (18) | ||||||
Effect of reverse recapitalization, net of costs (Note 3) (in Shares) | 140,114,060 | 40,396,600 | (73,561,334) | (106,949,326) | |||||
PIPE financing | $ 1 | 86,584 | 86,585 | ||||||
PIPE financing (in Shares) | 11,300,000 | ||||||||
Issuance of Class A common shares pursuant to the Business Combination | $ 1 | 4,105 | 4,106 | ||||||
Issuance of Class A common shares pursuant to the Business Combination (in Shares) | 4,693,050 | ||||||||
Issuance of Class A common shares upon exercise of stock options | 780 | 780 | |||||||
Issuance of Class A common shares upon exercise of stock options (in Shares) | 557,030 | ||||||||
Issuance of common stock upon vesting of restricted stock units | |||||||||
Issuance of common stock upon vesting of restricted stock units (in Shares) | 631,925 | ||||||||
Stock-based compensation | 19,500 | 19,500 | |||||||
Net loss | (84,693) | (84,693) | |||||||
Balance at Sep. 30, 2022 | $ 16 | $ 4 | 457,025 | (471,422) | (14,377) | ||||
Balance (in Shares) at Sep. 30, 2022 | 157,296,065 | 40,396,600 | |||||||
Balance at Jun. 30, 2022 | $ 16 | $ 4 | 447,136 | (442,500) | 4,656 | ||||
Balance (in Shares) at Jun. 30, 2022 | 156,266,549 | 40,396,600 | |||||||
Issuance of Class A common shares upon exercise of stock options | 716 | 716 | |||||||
Issuance of Class A common shares upon exercise of stock options (in Shares) | 514,931 | ||||||||
Issuance of common stock upon vesting of restricted stock units | |||||||||
Issuance of common stock upon vesting of restricted stock units (in Shares) | 514,585 | ||||||||
Stock-based compensation | 9,173 | 9,173 | |||||||
Net loss | (28,922) | (28,922) | |||||||
Balance at Sep. 30, 2022 | $ 16 | $ 4 | $ 457,025 | $ (471,422) | $ (14,377) | ||||
Balance (in Shares) at Sep. 30, 2022 | 157,296,065 | 40,396,600 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit) (Unaudited) (Parentheticals) | 12 Months Ended |
Dec. 31, 2020 $ / shares | |
Statement of Stockholders' Equity [Abstract] | |
Issuance of D-3 preferred stock, per share | $ 33 |
Issuance of D-3 preferred stock, per share | $ 40 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities: | ||||
Net loss | $ (84,693) | $ (57,693) | $ (79,540) | $ (74,407) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Depreciation and amortization | 3,197 | 4,169 | 5,502 | 6,037 |
Stock-based compensation | 19,500 | 4,049 | 6,322 | 5,897 |
Change in fair value of derivative and warrant liability | 606 | 3,791 | 4,920 | 1,846 |
Amortization of debt issuance cost | 2,237 | 2,953 | 4,746 | 1,068 |
Non-cash lease amortization | 2,168 | 2,412 | 3,586 | |
Deferred income taxes | 1,035 | |||
Loss upon extinguishment of debt | 3,775 | |||
Deferred taxes | 113 | (2,282) | ||
Changes in operating assets and liabilities: | ||||
Accounts receivable, net | (729) | (2,061) | 1,515 | (1,890) |
Prepaid expenses | (2,498) | (75) | ||
Other current assets | 2 | (552) | ||
Contract assets | (6,176) | |||
Prepaid expenses and other current assets | (1,085) | (320) | ||
Operating lease liabilities | (3,085) | (2,710) | (3,565) | |
Other assets | 46 | (222) | (1,470) | |
Accounts payable | 398 | (32) | 424 | 1,174 |
Accrued liabilities | 1,440 | 1,724 | 3,671 | 1,291 |
Deferred rent | 640 | |||
Deferred revenue | (6,815) | (7,138) | (10,281) | 10,341 |
Other liabilities | 797 | (747) | (1,035) | 526 |
Net cash used in operating activities | (73,605) | (51,097) | (66,177) | (46,304) |
Cash flows from investing activities: | ||||
Purchases of property and equipment | (1,188) | (234) | (636) | (2,162) |
Maturities of short-term investments | 13,610 | |||
Net cash used in investing activities | (1,188) | (234) | (636) | 11,448 |
Cash flows from financing activities: | ||||
Proceeds from issuance of convertible notes, net of issuance cost | 5,044 | 14,905 | 40,000 | |
Proceeds from note payable, net of issuance cost | 29,833 | 29,833 | ||
Proceeds from issuance of preferred stock | 16,000 | |||
Proceeds from the issuance of common stock upon exercise of options | 3,620 | 1,906 | 2,490 | 254 |
Proceeds from Business Combination and PIPE, net of transaction costs | 90,689 | |||
Payments on notes payable | (7,450) | |||
Payments on finance leases | (1,246) | (1,885) | ||
Payment of finance and capital lease obligations | (2,575) | (3,000) | ||
Proceeds from the exercise of warrants for redeemable convertible preferred stock | 200 | |||
Net cash provided by financing activities | 85,613 | 34,898 | 44,653 | 53,454 |
Net change in cash, cash equivalents, and restricted cash equivalents | 10,820 | (16,433) | (22,160) | 18,598 |
Cash, cash equivalents, and restricted cash equivalents, beginning of period | 22,822 | 44,982 | 44,982 | 26,384 |
Cash, cash equivalents, and restricted cash equivalents, end of period | 33,642 | 28,549 | 22,822 | 44,982 |
Reconciliation to amounts on the condensed consolidated balance sheets: | ||||
Cash and cash equivalents | 33,412 | 27,259 | 21,626 | 43,692 |
Current portion of restricted cash equivalents | 230 | 460 | 230 | |
Non-current portion of restricted cash equivalents | 230 | 1,060 | 736 | 1,060 |
Total cash, cash equivalents, and restricted cash equivalents shown in the condensed consolidated statements of cash flows | 33,642 | 28,549 | 22,822 | 44,982 |
Supplemental disclosures of cash flow information: | ||||
Cash paid for interest | 2,302 | 1,475 | 2,631 | 412 |
Cash paid for income taxes | 787 | 260 | 234 | 738 |
Noncash investing and financing activities | ||||
Operating lease liabilities and right-of-use assets through adoption of ASC 842 | 11,428 | 11,428 | ||
Conversion of convertible note into common stock pursuant to Business Combination | 20,239 | |||
Conversion of redeemable convertible preferred stock to common stock pursuant to Business Combination | 279,503 | |||
Operating lease liabilities arising from obtaining right-of-use assets | 650 | 3,422 | 3,422 | |
Property and equipment acquired under finance leases or debt | 650 | |||
Property and equipment acquired under capital leases or debt | 584 | 257 | ||
Debt discount through issuance of common stock warrants | $ 3,842 | 3,843 | ||
Debt discount through issuance of convertible note with derivative liability | 6,520 | |||
Extinguishment of derivative liability | (5,377) | |||
Non-cash debt discount | 525 | |||
Issues of series C redeemable convertible preferred stock for exercise of warrants | 5,816 | |||
Issues of series B redeemable convertible preferred stock for exercise of warrants | 1,931 | |||
Deemed dividend from exchange of series D-3A redeemable convertible preferred stock for series D-3 | 3,182 | |||
Conversion of convertible notes to series D-3A redeemable convertible preferred stock | $ 30,664 |
Organization
Organization | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
ORGANIZATION | 1. Nature of Operations SoundHound AI, Inc. (“SoundHound” or the “Company”) 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. On April 26, 2022 (the “Closing Date”), pursuant to a merger agreement dated as of November 15, 2021 by and among Archimedes Tech SPAC Partners Co. (“ATSP”), ATSPC Merger Sub, Inc. and SoundHound, Inc. (“Legacy SoundHound”), the parties consummated the merger of ATSPC Merger Sub, Inc. with and into Legacy SoundHound, with Legacy SoundHound continuing as the surviving corporation (the “Merger”), as well as the other transactions contemplated by the Merger Agreement (the Merger and such other transactions, the “Business Combination”). In connection with the closing (the “Closing”) of the Business Combination, Legacy SoundHound became a wholly owned subsidiary of ATSP and ATSP changed its name to SoundHound AI, Inc., and all of Legacy SoundHound common stock (“Legacy SoundHound Common Stock”) and Legacy SoundHound redeemable convertible preferred stock (“Legacy SoundHound Preferred Stock”) automatically converted into shares of the Company’s Class A common stock, par value of $0.0001 per share (the “Class A Common Stock”), and the Company’s Class B common stock, par value of $0.0001 per share (the “Class B Common Stock”, and collectively with the Class A Common Stock, the “common stock”). The Company’s Class A Common Stock and warrants commenced trading on the Nasdaq Global Market (“Nasdaq”) under the symbols “SOUN” and “SOUNW,” respectively, on April 28, 2022. Refer to Note 3 to these condensed consolidated financial statements for more information on the Business Combination. Legacy SoundHound determined that it was the accounting acquirer in the Business Combination based on an analysis of the criteria outlined in Accounting Standards Codification 805, Business Combinations • • • -to-day Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of Legacy SoundHound issuing stock for the net assets of ATSP, accompanied by a reverse recapitalization. The primary asset acquired from ATSP was related to the cash amounts that were assumed. Separately, the Company also assumed warrants that were deemed to be equity upon Closing of the Business Combination. No goodwill or other intangible assets were recorded as a result of the Business Combination. While ATSP was the legal acquirer in the Business Combination, because Legacy SoundHound was deemed the accounting acquirer, the historical financial statements of Legacy SoundHound became the historical financial statements of the combined company upon the consummation of the Business Combination. As a result, the financial statements included in this report reflect (i) the historical operating results of Legacy SoundHound prior to the Business Combination; (ii) the combined results of the Company and Legacy SoundHound following the Closing of the Business Combination; (iii) the assets and liabilities of Legacy SoundHound at their historical cost; and (iv) the Company’s equity structure for all periods presented. In accordance with guidance applicable to these circumstances, the equity structure has been retroactively restated in all comparative periods up to the Closing Date, to reflect the number of shares of the Company’s Class A Common Stock and Class B Common Stock issued to Legacy SoundHound Common Stockholders and Legacy SoundHound Preferred Stockholders in connection with the Business Combination. As such, the shares and corresponding capital amounts and earnings per share related to Legacy SoundHound Preferred Stock and Legacy SoundHound Common Stock prior to the Business Combination have been retroactively restated as shares reflecting the conversion ratio established in the Business Combination. Going Concern Since inception, the Company has generated recurring losses as well as negative operating cash flows and reported a net loss of $28.9 million and $84.7 million for the three and nine months ended September 30, 2022, respectively. As of September 30, 2022, the Company had an accumulated deficit of $471.4 million. Management expects to continue to incur additional substantial losses in the foreseeable future primarily as a result of research and development activities. The Company has historically funded its operations primarily through equity or debt financings. Total cash and cash equivalents on hand as of September 30, 2022 was $33.4 million. Although the Company has incurred recurring losses each year since its inception, the Company expects it will be able to fund its operations for at least the next twelve months. The Company may seek additional funding through debt or equity financing arrangements (e.g., Equity Line of Credit (“ELOC”) (see Note 19)), implement incremental expense reduction measures or a combination thereof to continue financing its operations. Although management continues to pursue these plans, there is no assurance that the Company will be successful in obtaining sufficient funding on terms acceptable to the Company to fund continuing operations, if at all. The Company’s condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. The condensed consolidated financial statements do not include adjustments to reflect the possible future effects on the recoverability and classification of recorded assets or the amounts of liabilities that might be necessary should the Company be unable to continue as a going concern. Other Risk and Uncertainties The COVID -19 -19 The COVID -19 -enabling -19 reduction in our revenue and adversely impact results of operations and financial condition. The COVID -19 Further, inflation has risen significantly worldwide and the United States has recently experienced historically high levels of inflation. This inflation and government efforts to combat inflation, such as recent and future significant increases to benchmark interest rates and other related monetary policies, have and could continue to increase market volatility and have an adverse effect on the domestic and international financial markets and general economic conditions. Additionally, U.S. and global markets are experiencing volatility and disruption following the escalation of geopolitical tensions and the start of the military conflict between Russia and Ukraine. On February 24, 2022, a full -scale -term | 1. 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 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. Basis of Presentation and Significant Accounting Policies The (a) condensed consolidated balance sheet as of December 31, 2021, which has been derived from audited financial statements as filed in the Company’s Form 8 -K -K Certain information and note disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to those rules and regulations, although the company believes that the disclosures made are adequate to make the information not misleading. Principles of Consolidation The Company’s condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. We consolidate any variable interest entity (“VIE”) where we have determined we are the primary beneficiary. The primary beneficiary is the entity which has both: (i) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance; and (ii) the obligation to absorb losses or receive benefits of the entity that could potentially be significant to the VIE. Reclassification Certain prior period balances have been reclassified to conform to the current year presentation. Such changes include reclassifications or combinations of certain accounts on the condensed consolidated balance sheets. 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, 2021. Foreign Currency The functional currency of the Company 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 condensed 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 condensed 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 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. 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 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 September 30, 2022, accounts receivable balances due from two customers collectively totaled 65% of the Company’s condensed consolidated accounts receivable balance. As of December 31, 2021, accounts receivable balances due from five customers collectively totaled 86% of the Company’s condensed consolidated accounts receivable balance. For the nine months ended September 30, 2022, the Company had four customers that accounted for 77% of revenue, and for the nine months ended September 30, 2021, the Company had two customers that accounted for 57% of revenue. For the three months ended September 30, 2022, the Company had one customer that accounted for 63% of revenue, and for the three months ended September 30, 2021, the Company had three customers that accounted for 50% of revenue. Equity Issuance Costs The Company capitalizes certain legal, professional, accounting and other third -party -process Revenue Recognition The Company recognizes revenue under Accounting Standards Codification Topic 606 (“ASC 606”), Revenue from Contracts with Customers, when a customer obtains control of promised goods or services in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that an entity determines are within the scope of ASC 606, the Company performs the following five steps: (i) (ii) (iii) (iv) (v) 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 condensed consolidated balance sheet. Under ASC 606, assuming all other revenue recognition criteria have been met, the Company recognizes 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. The Company currently generates its revenues through the following performance obligations: (1) hosted services, (2) professional services, (3) monetization and (4) licensing. 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 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 has been no interest expense or penalties related to unrecognized tax benefits recorded through September 30, 2022. Stock-Based Compensation The Company measures and records the expense related to stock -based -based -line -based -Scholes -pricing options. The Black -Scholes -pricing -Scholes -pricing Expected Volatility Expected Term -based -vesting Risk -Free Interest Rate -free -coupon Expected Dividend Yield Restricted Stock Units The Company issues restricted stock unit awards (“RSUs”) to grantees as compensation for services. The fair value of the RSUs is determined at the grant date based on the fair value of the Company’s Class A Common Stock and for RSUs with service conditions only, is recognized straight -line The Company issues RSUs with vesting conditions tied to certain performance criteria (“Performance -Based -based -Based The Company issues RSUs with vesting conditions tied to certain market conditions (“Market -Based -Based -based -Based 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 • • • 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 condensed consolidated statements of operations and comprehensive loss. Redeemable Convertible Preferred Stock Legacy SoundHound Preferred Stock did not have a mandatory redemption date. 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. Legacy SoundHound Preferred Stock was redeemable upon a deemed liquidation event which the Company determined was not solely within its control and thus has classified shares of Legacy SoundHound Preferred Stock as temporary equity until such time as the conditions are removed or lapse. Since the occurrence of a deemed liquidation event was not probable, the carrying values of the shares of Legacy SoundHound Preferred Stock were not being accreted to their redemption values. As a result of the Business Combination, the shares of Legacy SoundHound Preferred Stock outstanding immediately prior to the effective time of the Business Combination (the “Effective Time”) were converted into 106,949,326 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 income (expense), net in the condensed consolidated statements of operations and comprehensive loss. The fair value of the conversion features has been estimated using a probability -weighted The Company held its convertible notes at amortized cost and amortized 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. During the nine months ended September 30, 2022, no additional accounting pronouncements were adopted. Refer to Note 2 of our audited consolidated financial statements for the fiscal year ended December 31, 2021 contained within the Company’s Form S -1 In February 2016, FASB issued Accounting Standards Update (ASU) 2016 -02 -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. When the Company’s leases do not provide an implicit rate, an incremental borrowing rate is used based on the information available at the adoption date and commencement date for leases entered into after the adoption date in determining the present value of lease payments. The Company applies a benchmark rate and adjusts it for Company specific risk, collateral, term of the lease and economic factors for the economy in which the lease was maintained. See Leases in Note 14 for further information. In December 2019, the FASB issued ASU No. 2019 -12 -12 -12 -period -to-date -12 -related -up -12 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 -by-instrument -10 -13 | 2. 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) (ii) (iii) (iv) (v) 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 -Scholes -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 |
Revenue Recognition
Revenue Recognition | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Revenue Recognition [Abstract] | ||
REVENUE RECOGNITION | 4. 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, (3) monetization, and (4) licensing. 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 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 Licensing The Company licenses voice solutions that are embedded in customer products. Licensing revenue is a distinct performance obligation that is recognized when control is transferred to the customer, which is at a point in time for non -customized -based from customers’ usage of intellectual property in the same period in which the underlying sale occurs. The Company provides assurance -type -contract 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 three and nine months ended September 30, 2022 and 2021, revenues under each performance obligation were as follows (in thousands): Three Months Ended Nine Months Ended 2022 2021 2022 2021 Hosted services $ 4,878 $ 3,170 $ 12,672 $ 9,680 Professional services 694 591 2,644 5,329 Monetization 225 267 652 1,037 Licensing 5,389 — 5,660 — Total $ 11,186 $ 4,028 $ 21,628 $ 16,046 For the three and nine months ended September 30, 2022 and 2021, the disaggregated revenue by geographic location was as follows (in thousands): Three Months Ended Nine Months Ended 2022 2021 2022 2021 United States $ 2,654 $ 1,283 $ 5,901 $ 3,586 Japan 925 921 2,775 2,875 Germany 1,070 817 2,897 7,034 France 650 506 2,947 899 Korea 5,751 320 6,403 1,180 Other 136 181 705 472 Total $ 11,186 $ 4,028 $ 21,628 $ 16,046 For the three and nine months ended September 30, 2022 and 2021, the disaggregated revenue by recognition pattern was as follows (in thousands): Three Months Ended Nine Months Ended 2022 2021 2022 2021 Over time revenue $ 5,251 $ 3,611 $ 13,852 $ 10,513 Point-in-time 5,935 417 7,776 5,533 Total $ 11,186 $ 4,028 $ 21,628 $ 16,046 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 Three Months Ended Nine Months Ended 2022 2021 2022 2021 Product royalties $ 10,265 $ 3,380 $ 19,534 $ 13,833 Service subscriptions 696 381 1,442 1,176 Monetization 225 267 652 1,037 Total $ 11,186 $ 4,028 $ 21,628 $ 16,046 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. During the three and nine months ended September 30, 2022, we recognized $5.3 million of licensing revenue from our Houndify Edge solution, which we delivered to a customer during the three months ended September 30, 2022, related to minimum guarantee units to be utilized over the life of the contract and resulted in a corresponding increase in our Contract assets balance. The Company has not recorded any asset impairment charges related to contract assets during the periods presented in the condensed consolidated financial statements. Revenue recognized included in the balances of the deferred revenue at the beginning of the reporting period during three and nine months ended September 30, 2022, was $2.0 million and $5.4 million, respectively, as compared to $2.3 million and $7.4 million for the three and nine months ended September 30, 2021, respectively. As of September 30, 2022, the aggregate amount of the transaction price allocated to the remaining performance obligations related to customer contracts that were unsatisfied or partially unsatisfied was $23.4 million. Given the applicable contract terms, $10.4 million is expected to be recognized as revenue within one year, $9.6 million is expected to be recognized between two five five for services performed or future sales -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. | 3. 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 | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
PROPERTY AND EQUIPMENT, NET | 5. Property and equipment, net consisted of the following (in thousands): September 30, December 31, Computer equipment $ 20,947 $ 20,571 Software and voice recordings 9,271 8,687 Leasehold improvements 3,850 3,567 Furniture and fixtures 765 729 Total property and equipment, at cost 34,833 33,554 Less: accumulated depreciation and amortization (30,687 ) (27,399 ) Total property and equipment, net $ 4,146 $ 6,155 Property and equipment, net includes assets under finance lease obligations (see Note 14 for additional information) with an aggregate cost of approximately $0.9 million and $7.0 million as of September 30, 2022 and December 31, 2021, respectively, and accumulated depreciation of approximately $0.4 million and $4.3 million as of September 30, 2022 and December 31, 2021, respectively. Depreciation and amortization expense totaled approximately $0.9 million and $3.2 million for the three and nine months ended September 30, 2022, respectively, as compared to $1.3 million and $4.2 million for the three and nine months ended September 30, 2021, respectively. | 4. 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 | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Accrued Liabilities [Abstract] | ||
ACCRUED LIABILITIES | 6. Accrued liabilities on the condensed consolidated balance sheets was comprised of the following (in thousands): September 30, December 31, Accrued compensation expenses $ 5,536 $ 3,802 Accrued interest 230 1,369 Accrued vendor payables 1,256 1,109 Accrued professional services 155 934 Other accrued liabilities 65 84 $ 7,242 $ 7,298 | 5. 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 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||
COMMITMENTS AND CONTINGENCIES | 7. 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 a minimum of $98.0 million in cloud costs over a seven -year Aggregate non -cancelable Remainder of 2022 $ 1,000 2023 7,000 2024 11,000 2025 14,000 2026 16,000 Thereafter 48,000 Total $ 97,000 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 | 6. 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 |
Warrants
Warrants | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
WARRANTS | 8. As a result of the Business Combination (see Note 3), the Company has retroactively adjusted the Legacy SoundHound warrants outstanding and corresponding strike price prior to April 26, 2022 to give effect to the Conversion Ratio used to determine the number of shares of common stock into which they were converted. Series C Warrants In connection with the issuance of the April 2013 Note and November 2013 Note, the Company issued detachable warrants to purchase 248,408 and 496,827 shares of Legacy SoundHound Series C Preferred Stock (“Series C Warrants”), respectively, at $1.21 per share to the lenders, which were immediately exercisable. In December 2021, all outstanding 745,235 shares of warrants related to April 2013 Note and November 2013 were net exercised, leading to a net issuance of 645,356 shares of Legacy SoundHound Series C Preferred Stock. As of September 30, 2022 and December 31, 2021, the fair value of the warrant liability was $0. Warrants Related to Convertible Notes and Note Payable 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 708,808 and 354,404 The Company recorded the warrants initially at fair value (see Note 10 for additional information) as paid -in-capital -year On the Closing Date, all outstanding warrants issued in connection to the SVB March 2021 Note and the SCI June 2021 Note were fully net exercised by their respective lenders, leading to a net issuance of 673,416 Warrants Related to the Business Combination Public Warrants Prior to the Business Combination, ATSP issued Public Warrants. Each Public Warrant entitles the holder to the right to purchase one share of common stock at an exercise price of $11.50 per share. No fractional shares were issued upon exercise of the Public Warrants. The Company may redeem the outstanding warrants, for $0.01 per warrant, upon not less than 30 days’ prior written notice of redemption given after the warrants become exercisable, if the reported last sale price of the common stock equals or exceeds $18.00 per share (as adjusted for stock dividends, sub -divisions -trading Subsequent to the closing of the Business Combination, the Company’s Public Warrants continue to be classified as equity instruments, as they are indexed to the Company’s stock. As of September 30, 2022, there were 3,457,996 Public Warrants issued and outstanding. Private Warrants Prior to the Business Combination, ATSP issued Private Warrants. The Private Warrants were initially issued in the same form as the Public Warrants with the exception that the Private Warrants: (i) would 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. Pursuant to ASC 815, the Private Warrants were initially considered a liability instrument as they met the definition of a derivative. Upon the Closing of the Business Combination, the Company modified its Private Warrants to be identical to its Public Warrants. Therefore, the Private Warrants met requirements for classification as equity instrument, as they are indexed to the Company’s stock. On the Closing Date, there were 208,000 Private Warrants issued and outstanding. Refer to Note 10 for fair value measurement of these warrants. | 7. 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 -year |
Convertible Note and Notes Paya
Convertible Note and Notes Payable | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Convertible Note and Notes Payable [Abstract] | ||
CONVERTIBLE NOTE AND NOTES PAYABLE | 9. SNAP June 2020 Note In June 2020, the Company issued a promissory note, the SNAP June 2020 Note, to a Lender in exchange for $15.0 million 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 SNAP June 2020 Note are convertible pursuant to the following terms (“SNAP June 2020 Note Conversion Feature” or “Conversion Feature”): automatic conversion into equity shares in the next equity financing round (“SNAP June 2020 Note Qualified Financing,” or “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 SNAP June 2020 Note Qualified Financing shall be at least $30.0 million, 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 the SNAP June 2020 Note in cash, pursuant to the following terms (“Redemption Feature”): • • The Company evaluated whether the SNAP June 2020 Note contains embedded features that meet the definition of derivatives under ASC 815, Derivatives and Hedging. The Conversion Feature qualifies as a derivative as it continuously resets 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 Feature is bifurcated and accounted for as a derivative liability to be remeasured at the end of each reporting period. The Company recorded the bifurcated Conversion Feature initially at fair value with the residual value being allocated to the SNAP June 2020 Note as a debt discount. The fair value of the Conversion Feature upon issuance in September 2020 was $2.5 million, which was recorded as a derivative liability on the Company’s condensed consolidated balance sheet. The Redemption Feature of the SNAP June 2020 Note does not meet the definition of a derivative. Therefore, the Redemption Feature is not bifurcated. The total amount of debt discount at issuance for the SNAP June 2020 Note was $2.5 million. The Company amortized the aggregate debt discount using the effective interest method. The Company recognized total interest expense of $0.7 million associated with the SNAP June 2020 Note for the nine months ended September 30, 2022, out of which $0.4 million relates to the amortization of the debt discount. The Company recognized total interest expense of $0.5 million and $1.5 million associated with the SNAP June 2020 Note for the three and nine months ended September 30, 2021, respectively, out of which $0.3 million and $0.9 million 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 April 26, 2022, the date on which the note was converted. The SNAP June 2020 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 $30.0 million, excluding the face value of the SNAP June 2020 Note (“SNAP June 2020 Note Qualified Financing”). As a result of the Business Combination, on the Closing Date, the SNAP June 2020 Note conversion feature was triggered, as total proceeds from the Business Combination exceeded the minimum amount to qualify as a SNAP June 2020 Note Qualified Financing. As a result, on the Closing Date, all outstanding principal of $15.0 million and accrued interest of $1.4 million were converted into 368,384 The following table summarizes the unamortized debt discount, fair value of conversion feature, and accrued interest as of April 26, 2022 and December 31, 2021 (in thousands). April 26, December 31, Unamortized debt discount $ 230 $ 657 Fair value of conversion feature $ 4,094 $ 3,488 Accrued interest $ 1,375 $ 1,136 Accrued interest is included in accrued liabilities on the condensed consolidated balance sheets to reflect the classification of the SNAP June 2020 Note as short -term SVB March 2021 Note In March 2021, the Company entered into a loan and security agreement with a commercial bank to borrow $30.0 million 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 September 30, 2022, the interest rate was 12.0%. Payments were interest -only The original term loan amortization date was April 1, 2022, with an opportunity for a six -month As a result of the Business Combination, the SNAP June 2020 Note converted on the Closing Date and the performance milestone was met, satisfying the requirements to extend the maturity date to September 1, 2024 Accordingly, the Company has classified $13.1 million of the balance as long -term -term -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 $5.0 million increments up to a total commitment amount of $15.0 million. The Company drew an initial $5.0 million on June 14, 2021 and the remaining $10.0 million on December 1, 2021. The SCI June 2021 Note also contains a final payment provision of 3.5% on each draw or $0.5 million in total. Additionally, warrants were issued alongside the convertible note to purchase 63,785 As the warrants and discounts of $2.2 million are directly attributable to the total commitment of $15.0 million, the Company has presented its unamortized debt issuance cost associated with this note as a current asset, recorded as debt issuance cost on the condensed 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 September 30, 2022, the interest rate was 12.0%. Payments were interest -only The loan amortization date was June 1, 2022, with an opportunity for a six -month As a result of the Business Combination, the SNAP June 2020 Note converted into the Company’s securities on the Closing Date. As the SNAP June 2020 Note was not paid in full and did not mature on June 26, 2022 due to its conversion, the maturity date of the SCI June 2021 Note is May 31, 2025. Accordingly, the Company has classified $9.5 million of the balance as long -term -term -term as the Company and its Agent did not mutually consent to the equity conversion that could have been triggered by the Business Combination, the conversion feature no longer existed subsequent to the Closing Date. As of September 30, 2022, the SCI June 2021 Note was classified as a note payable. The below tables summarize the Company’s debt balances as of September 30, 2022 and December 31, 2021 (in thousands): September 30, 2022 SVB SCI Total Notes payable $ 12,000 $ 4,593 $ 16,593 Notes payable, net of current portion 13,050 9,479 22,529 Unamortized loan discount (81 ) — (81 ) Total $ 24,969 $ 14,072 $ 39,041 Unamortized debt issuance cost recorded as an asset $ — $ 326 $ 326 December 31, 2021 SVB Note payable, current portion $ 31,050 Unamortized loan discount (1,086 ) Carrying value $ 29,964 December 31, 2021 SNAP SCI 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 Additionally, interest expense on the condensed 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. | 8. 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”): — — 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 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. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | ||
FAIR VALUE MEASUREMENTS | 10. 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 (in thousands): Fair Value Measurements as of Level 1 Level 2 Level 3 Assets: Cash equivalents $ 166 $ — $ — Total $ 166 $ — $ — Fair Value Measurements as of Level 1 Level 2 Level 3 Assets: Cash equivalents $ 4,863 $ — $ — Liabilities: Derivative liability — — (3,488 ) Total $ 4,863 $ — $ (3,488 ) The fair values of the derivative liabilities were determined based on significant inputs not observable in the market, which represent Level 3 measurements within the fair value hierarchy. Series C Warrants (April 2013 and November 2013) The Company revalued the Series C warrants as of September 30, 2021, resulting in a change in fair value of $1.8 million and $2.7 million during the three and nine months ended September 30, 2021, respectively. This change in fair value was recorded as a component of other income (expense), net, in the accompanying condensed consolidated statements of operations and comprehensive loss. The Company determined the fair value of the April 2013 Series C redeemable convertible preferred stock warrants using the Black -Scholes -pricing September 30, Expected dividend rate 0 % Risk-free interest rate 0.26 % Expected volatility 44 % Expected term (in years) 1.89 Upon exercise in December 2021, the warrants were recorded as Series C Preferred Stock at their fair value of $5.8 million upon net share settlement. 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 value of the debt proceeds of $2.3 million and $1.5 million, 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. 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 Upon the Closing of the Business Combination, all outstanding warrants associated with the SVB March 2021 Note and SCI June 2021 Note were exercised, leading to a net issuance of 673,416 Public and Private Common Stock Warrants The Public Warrants and Private Warrants were issued prior to the Business Combination by ATSP. The Public Warrants and Private Warrants initially differed in classification, as the Public Warrants were considered equity instruments indexed to ATSP’s stock, while the Private Warrants were considered liability instruments. However, upon the Closing of the Business Combination, the Company modified its Private Warrants to be identical to its Public Warrants. At the time of conversion from a liability instrument to an equity instrument, the fair value of the Private Warrants was $0.1 million. Following the Business Combination and as of September 30, 2022, both warrants are classified as equity instruments, as they are indexed to the Company’s stock. The common stock warrants are not subject to remeasurement at each subsequent balance sheet date due to their classification as equity instruments. Refer to Note 3 and Note 8 for further information on the Public Warrants and Private Warrants. The fair value of the Public Warrants and Private Warrants are measured using quoted market prices. 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 derivative 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, Probability of Next Equity Financing 3 % Probability of SPAC/PIPE 95 % Probability of IPO 2 % 100 % Weighted average term (years) 0.27 Weighted average discount rate 25.00 % 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. On April 26, 2022, the Closing of the Business Combination, the embedded derivative was valued at fair value which was equivalent to its intrinsic value. The embedded derivative had a fair value of $4.1 million. As the Closing of the Business Combination triggered the Conversion Feature contained within the SNAP June 2020 Note, therefore converting the note’s principal to equity, the embedded derivative associated with the note was extinguished. The Company recorded the remeasurement of derivative liabilities in other income (expense), net on the condensed consolidated statements of operations and comprehensive loss. The fair value of the embedded derivative was recorded as additional paid -in The following table summarizes the fair value remeasurement of the embedded derivative for the three and nine months ended September 30, 2022 and 2021 (in thousands): Three Months Ended Nine Months Ended 2022 2021 2022 2021 Remeasurement of conversion $ — $ (640 ) $ (606 ) $ (1,090 ) The following tables set 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 (in thousands): Derivative Warrant Balance as of December 31, 2020 $ 2,380 $ 2,004 Change in fair value 1,090 2,701 Balance as of September 30, 2021 $ 3,470 $ 4,705 Derivative Warrant Balance as of December 31, 2021 $ 3,488 $ — Change in fair value 606 — Extinguishment of embedded derivative upon conversion of (4,094 ) — Balance as of September 30, 2022 $ — $ — There were no transfers of financial instruments between the three levels of the fair value hierarchy during the nine months ended September 30, 2022. The Company had no other financial assets or liabilities that were required to be measured at fair value on a recurring basis. | 9. 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. |
Preferred Stock
Preferred Stock | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Preferred Stock [Abstract] | ||
PREFERRED STOCK | 11. A summary of the Legacy SoundHound Preferred Stock authorized, issued and outstanding as of the date of the Business Combination is as follows: Shares Authorized Shares Issued Liquidation Preference Carrying Value Series A 19,106,048 19,106,048 $ 28,239 $ 4,967 Series B 33,702,134 33,702,134 66,360 11,038 Series C 5,687,525 5,687,525 38,163 11,837 Series C-1 4,436,090 4,436,090 89,298 16,061 Series D 20,258,299 20,258,299 527,992 85,648 Series D-1 8,418,535 8,418,535 277,812 49,957 Series D-2 8,418,530 8,418,530 277,811 49,949 Series D-3 6,922,165 6,922,165 276,887 50,046 Series D-3A 20,835,869 — — — 127,785,195 106,949,326 $ 1,582,562 $ 279,503 Upon the closing of the Business Combination, the outstanding shares of Series A, B, C, C -1 -1 -2 -3 Upon the consummation of the Business Combination, the Company is authorized to issue 1,000,000 -outstanding | 10. 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 | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Common Stock [Abstract] | ||
COMMON STOCK | 12. The Company had 250,030,433 On April 26, 2022, the Company consummated a Business Combination which was accounted for as a reverse recapitalization (refer to Note 3 for additional information). Pursuant to the Company’s restated certificate of incorporation, the Company is authorized to issue 500,000,000 -assessable As a result of the Business Combination, 73,561,334 Each share of Class B Common Stock shall automatically convert into one fully paid and nonassessable share of Class A Common Stock. Shares of Class B Common Stock will be convertible into shares of Class A Common Stock and will be automatically convert into shares of Class A Common Stock upon the occurrence of certain future events, generally including transfers, subject to limited excepts set forth in the amended charter. The conversion of Class B Common Stock to Class A Common Stock will have the effect, over time, of increasing the relative voting power of those holders of Class B Common Stock who retain their shares in the long term. As a result, it is possible that one or more of the persons or entities holding our Class B Common Stock could gain significant voting control as other holders of Class B Common Stock sell or otherwise convert their shares into Class A Common Stock. | 11. 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 Plans
Stock Incentive Plans | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Stock Incentive Plan [Abstract] | ||
STOCK INCENTIVE PLANS | 13. In April 2016, we adopted the 2016 Equity Incentive Plan (the “2016 Plan”) as a successor and continuation of the 2006 Plan. Under the 2016 Plan, the Company was permitted to grant awards of stock options and RSUs, 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 by 6,667,478 to an aggregate of 48,347,329. As of the Closing Date of the Business Combination, the Company no longer has shares available for issuance under the 2016 Plan. 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 -year On April 26, 2022, the stockholders of the Company approved the SoundHound AI, Inc. 2022 Incentive Award Plan (the “2022 Incentive Plan”)(collectively, with the 2006 Plan and the 2016 Plan, the “Plans”), which became effective upon the Closing. The Company initially reserved 19,650,371 -year -statutory -based On April 26, 2022, the stockholders of the Company approved the SoundHound AI, Inc. 2022 Employee Stock Purchase Plan (the “ESPP”), which became effective upon the Closing. An aggregate of 3,930,074 -year -month -back Option Activity Stock option activity under the Plans was as follows for the nine months ended September 30, 2022: Number of Shares Weighted Weighted Average Outstanding, December 31, 2021 30,361,405 $ 3.45 6.78 $ 168,923 Granted 391,619 6.17 Exercised (3,139,565 ) 1.16 21,751 Forfeited or cancelled (663,656 ) 4.51 Outstanding, September 30, 2022 26,949,803 $ 3.73 6.53 14,790 Exercisable, September 30, 2022 18,698,462 $ 2.83 5.66 14,511 Stock option activity under the Plans was as follows for the nine months ended September 30, 2021: Number of Shares Weighted Weighted Average Outstanding, December 31, 2020 28,772,180 $ 2.38 6.75 $ 36,987 Granted 5,203,804 6.84 Exercised (2,178,412 ) 0.87 5,947 Forfeited or cancelled (1,801,023 ) 3.11 Outstanding, September 30, 2021 29,996,549 $ 3.22 6.85 172,816 Exercisable, September 30, 2021 17,350,839 $ 2.06 5.22 119,390 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 nine months ended September 30, 2022 or year ended December 31, 2021 that were subject to repurchase. The total fair value of options vested was approximately $3.8 million and $7.2 million during the three and nine months ended September 30, 2022, respectively, as compared to $0.9 million and $2.9 million for the three and nine months ended September 30, 2021, respectively. For the purpose of determining the estimated fair value of share -based -Scholes -pricing -based The assumptions under the Black -Scholes -pricing -month September 30, September 30, Expected dividend yield 0 % 0 % Expected volatility 51 % 42 % Expected term (years) 5.88 6.01 Risk free interest rate 2.58 % 1.11 % As of September 30, 2022, the unamortized expense related to outstanding options was $18.8 million. The weighted average remaining amortization period over which the balance as of September 30, 2022 is to be amortized is 2.54 years. No income tax benefit was recognized for this compensation expense in the condensed consolidated statements of operations and comprehensive loss, as the Company does not anticipate realizing any such benefit in the future. Restricted Stock Unit Activity Restricted stock unit activity under the Plans was as follows for the nine months ended September 30, 2022: Number of Shares Weighted Outstanding, December 31, 2021 — $ — Granted 15,802,990 5.02 Vested (631,925 ) 3.79 Forfeited (68,772 ) 9.77 Outstanding, September 30, 2022 15,102,293 $ 5.02 The Company assessed an accounting grant date on June 2, 2022 for the issuance of 2,310,000 RSUs, 870,000 Performance -Based -Based The Company recorded stock -based -Based -Based To derive the fair value of Market -Based -based The assumptions under the Monte Carlo simulation model and the calculated fair value of the Market -Based September 30, Expected volatility 52 % Expected term (years) 4 Drift rate 2.9 % The weighted average grant date fair value of the Market -Based -based -Based -Based During the three and nine months ended September 30, 2022, the fair value of RSUs that vested was $2.7 million and $3.6 million, respectively. During the three and nine months ended September 30, 2022 the Company recorded $7.1 million and $11.6 million, respectively, of stock -based Employee Stock-Based Compensation The Company’s founders held 7,270,503 of Legacy SoundHound common stock pre -conversion -based During the three and nine months ended September 30, 2022, the Company’s stock compensation expense was $9.2 million and $19.5 million, respectively, as compared to $1.3 million and $4.0 million for the three and nine months ended September 30, 2021, respectively. Stock -based Three Months Ended Nine Months Ended 2022 2021 2022 2021 Cost of revenues $ 57 $ — $ 68 $ — Sales and marketing 1,077 92 1,873 294 Research and development 4,668 943 9,011 2,939 General and administrative 3,371 280 8,548 816 Total $ 9,173 $ 1,315 $ 19,500 $ 4,049 | 12. 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 | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Leases [Abstract] | ||
LEASES | 14. The Company leases certain facilities under non -cancelable Aggregate non -cancelable Operating Lease Financing Lease Remainder of 2022 $ 939 $ 63 2023 3,688 189 2024 3,194 122 2025 875 12 2026 418 — Thereafter 1,533 — Total 10,647 386 Less: imputed interest (1,130 ) (39 ) Present value of lease liabilities 9,517 347 Less: current portion (3,281 ) (179 ) Lease liabilities, net of current portion $ 6,236 $ 168 The components of lease cost were as follows (in thousands): Three Months Ended Nine Months Ended 2022 2021 2022 2021 Operating lease cost $ 851 $ 790 $ 2,570 $ 2,466 Short-term lease cost 184 151 321 434 Financing lease cost: Amortization of finance leased assets 170 623 946 1,912 Interest of lease liabilities 12 209 71 676 The table below presents additional information related to our leases as of September 30, 2022: Operating Lease Financing Lease Weighted average remaining lease term (years) 3.68 1.96 Weighted average discount rate 5.92 % 10.61 % The Company’s total rent expense for the three and nine months ended September 30, 2022 was $1.0 million and $2.9 million, respectively. The Company’s total rent expense for the three and nine months ended September 30, 2021 was $0.9 million and $2.9 million, respectively. | 13. 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 Income (Expense), Net
Other Income (Expense), Net | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Other Expense, Net [Abstract] | ||
OTHER INCOME (EXPENSE), NET | 15. Other income (expense), net on the condensed consolidated statements of operations and comprehensive loss is comprised of the following for the three and nine months ended September 30, 2022 and 2021 (in thousands): Three Months Ended September 30, Nine Months Ended 2022 2021 2022 2021 Other income (expense), net Interest income $ 186 $ — $ 225 $ 6 Change in fair value of derivative and warrant liability — (2,478 ) (606 ) (3,792 ) Other expense, net (70 ) (260 ) (337 ) (494 ) Total other income (expense), net $ 116 $ (2,738 ) $ (718 ) $ (4,280 ) | 14. 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 | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Earnings Per Share [Abstract] | ||
NET LOSS PER SHARE | 16. The following table presents the calculation of basic and diluted net loss per share attributable to common stockholders for the three and nine months ended September 30, 2022 and 2021: Three Months Ended Nine Months Ended 2022 2021 2022 2021 Numerator: Net loss (in thousands) $ (28,922 ) $ (23,781 ) $ (84,693 ) $ (57,693 ) Denominator: Weighted average shares outstanding – basic and dilutive 197,006,980 67,718,940 143,338,517 67,021,176 Basic and diluted net loss per share $ (0.15 ) $ (0.35 ) $ (0.59 ) $ (0.86 ) For the three and nine months ended September 30, 2022 and 2021, 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 As of September 30, 2022 2021 Stock options 26,949,803 29,996,549 Restricted stock units (RSUs) 15,102,293 — Series C warrants — 745,235 Common stock warrants 3,665,996 1,063,214 Redeemable convertible preferred stock — 106,303,970 Total 45,718,092 138,108,968 | 15. 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 |
Income Taxes
Income Taxes | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
INCOME TAXES | 17. The tax expense and the effective tax rate were as follows (in thousands): Three Months Ended Nine Months Ended 2022 2021 2022 2021 Loss before income taxes $ (28,058 ) $ (22,591 ) $ (83,088 ) $ (56,293 ) Income tax expense 864 1,190 1,605 1,400 Effective tax rate (3.08 )% (5.27 )% (1.93 )% (2.49 )% The Company’s recorded effective tax rate differs from the U.S. statutory rate primarily due to an increase in the domestic valuation allowance caused by tax losses, foreign withholding taxes and foreign tax rate differentials from the U.S. domestic statutory tax rate. | 16. 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 2028 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. |
Related Party Transactions
Related Party Transactions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Related Party Transactions [Abstract] | ||
RELATED PARTY TRANSACTIONS | 18. 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 the Company’s Class A Common Stock. As a result of the Business Combination during the second quarter of 2022, each company’s ownership interest in us was reduced to less than 5%. Consequently, considering all aspects of our relationships with the companies, as of June 30, 2022, we no longer consider the companies related parties. Below we provide our disclosures for transactions with the companies through June 30, 2022. During the six months ended June 30, 2022, we recognized revenue from the companies of $5.2 million. During the three and nine months ended September 30, 2021, we recognized revenue from the companies of $1.6 million and $5.2 million, respectively. As of December 31, 2021, we had accounts receivable and deferred revenue balances related to the companies of $0.6 million and $15.2 million, respectively. | 17. 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 |
Subsequent Event
Subsequent Event | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Subsequent Event [Abstract] | ||
SUBSEQUENT EVENT | 19. Equity Line of Credit On August 16, 2022, the Company entered into a common stock purchase agreement (the “Common Stock Purchase Agreement”) and related registration rights agreement (the “CFPI Registration Rights Agreement”) with CF Principal Investments LLC (“CFPI”). Pursuant to the Common Stock Purchase Agreement, the Company, has the right to sell to CFPI up to the lesser of (i) 25,000,000 -1 After the Commencement, the Company will have the right from time to time at its sole discretion until the first day of the month next following the 36 -month The purchase price of the shares that the Company elects to sell to CFPI pursuant to the Common Stock Purchase Agreement will be the volume weighted average price of the Common Stock during the applicable purchase date on which the Company has timely delivered written notice to CFPI directing it to purchase the shares under the Common Stock Purchase Agreement. The Company will receive 97% of the volume weighted average price of the Common Stock so sold. In connection with the execution of the Common Stock Purchase Agreement, the Company issued CFPI 250,000 st -Up -Up -Up | 18. 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. |
Business Combination
Business Combination | 9 Months Ended |
Sep. 30, 2022 | |
Business Combinations [Abstract] | |
BUSINESS COMBINATION | 3. As discussed in Note 1, on April 26, 2022, the Business Combination was consummated. Pursuant to the Company’s certificate of incorporation, the Company is authorized to issue 500,000,000 No The Business Combination was approved by ATSP’s stockholders at a special meeting thereof (the “Special Meeting”), held in lieu of the 2022 annual meeting of the Company’s stockholders. The Business Combination fulfilled the definition of an “initial business combination” as required by the ATSP’s Amended and Restated Certificate of Incorporation. This fulfillment resulted in ATSP ceasing to be a shell company upon the Closing. An aggregate of 12,767,950 As a result of the Business Combination, among other things (1) all outstanding shares of Legacy SoundHound Common Stock as of immediately prior to the Closing (including Legacy SoundHound Common Stock resulting from the Legacy SoundHound Preferred Stock Conversion), were exchanged at an conversion ratio of 5.5562 (the “Conversion Ratio”) for an aggregate of 140,114,060 In connection with the Merger Agreement, ATSP entered into subscription agreements (collectively, the “Subscription Agreements”) with certain accredited investors (the “Subscribers”). Pursuant to the Subscription Agreements, the Subscribers agreed to purchase, and ATSP agreed to sell to the Subscribers, an aggregate of 11,300,000 The Business Combination is accounted for as a reverse recapitalization in accordance with U.S. GAAP. Under this method of accounting, ATSP was treated as the “acquired” company for financial reporting purposes (See Note 1). The net assets of Legacy SoundHound were stated at historical cost, with no goodwill or other intangible assets recorded. In accounting for the Business Combination and after redemptions, net proceeds received by the Company totaled $90.7 million. The table below shows the total net proceeds from the Business Combination and the PIPE Investment (in thousands): Cash – ATSP trust and cash (net of redemption) $ 5,357 Cash – PIPE Investment 113,000 Less: transaction costs (27,668 ) Net proceeds from Business Combination and PIPE Investment $ 90,689 Relating to the consummation of the Business Combination, the Company incurred $27.7 million in total transaction costs consisting of direct legal, accounting and other fees. $4.1 million of Legacy SoundHound transaction costs specific and directly attributable to the Business Combination were initially capitalized as deferred offering costs on the condensed consolidated balance sheets. Total transaction expenses were recorded as an offset against proceeds received on the closing of the Business Combination, accounted for as additional paid -in The amount recorded to additional paid -in-capital The number of shares of common stock issued immediately following the consummation of the Business Combination was as follows: Class A Common Stock – conversion of Legacy SoundHound Common Stock and Legacy SoundHound Preferred Stock outstanding prior to Business Combination 140,114,060 Class B Common Stock – conversion of Legacy SoundHound Common Stock and Legacy SoundHound Preferred Stock outstanding prior to Business Combination 40,396,600 Class A Common Stock – PIPE Investment 11,300,000 Class A Common Stock – issuance to ATSP shareholders 532,050 Class A Common Stock – issuance to Legacy SoundHound founders and representatives 4,161,000 Total shares of common stock immediately after Business Combination 196,503,710 |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Basis of Presentation and Significant Accounting Policies | Basis of Presentation and Significant Accounting Policies The (a) condensed consolidated balance sheet as of December 31, 2021, which has been derived from audited financial statements as filed in the Company’s Form 8 -K -K Certain information and note disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to those rules and regulations, although the company believes that the disclosures made are adequate to make the information not misleading. | 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 | Principles of Consolidation The Company’s condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. We consolidate any variable interest entity (“VIE”) where we have determined we are the primary beneficiary. The primary beneficiary is the entity which has both: (i) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance; and (ii) the obligation to absorb losses or receive benefits of the entity that could potentially be significant to the VIE. | 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 reclassifications or combinations of certain accounts on the condensed consolidated balance sheets. 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, 2021. | 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 the Company 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 | 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 | Use of Estimates The preparation of condensed 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 condensed 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 | 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. | |
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. | 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. | 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 | Concentrations of Credit Risk and Other Risks and Uncertainties Financial instruments that potentially subject the Company to 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 September 30, 2022, accounts receivable balances due from two customers collectively totaled 65% of the Company’s condensed consolidated accounts receivable balance. As of December 31, 2021, accounts receivable balances due from five customers collectively totaled 86% of the Company’s condensed consolidated accounts receivable balance. For the nine months ended September 30, 2022, the Company had four customers that accounted for 77% of revenue, and for the nine months ended September 30, 2021, the Company had two customers that accounted for 57% of revenue. For the three months ended September 30, 2022, the Company had one customer that accounted for 63% of revenue, and for the three months ended September 30, 2021, the Company had three customers that accounted for 50% of revenue. | 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 | Equity Issuance Costs The Company capitalizes certain legal, professional, accounting and other third -party -process | 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, when a customer obtains control of promised goods or services in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that an entity determines are within the scope of ASC 606, the Company performs the following five steps: (i) (ii) (iii) (iv) (v) 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 condensed consolidated balance sheet. Under ASC 606, assuming all other revenue recognition criteria have been met, the Company recognizes 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. The Company currently generates its revenues through the following performance obligations: (1) hosted services, (2) professional services, (3) monetization and (4) licensing. | Revenue Recognition The Company recognizes revenue under Accounting Standards Codification Topic 606 (“ASC 606”), Revenue from Contracts with Customers (i) (ii) (iii) (iv) (v) 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. | 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 | 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 has been no interest expense or penalties related to unrecognized tax benefits recorded through September 30, 2022. | 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 -pricing options. The Black -Scholes -pricing -Scholes -pricing Expected Volatility Expected Term -based -vesting Risk -Free Interest Rate -free -coupon Expected Dividend Yield | Stock-Based Compensation The Company measures and records the expense related to stock -based -based -line -based -Scholes-Merton -Scholes -pricing -Scholes -pricing -Scholes -pricing Expected Volatility Expected Term -based -vesting Risk -Free Interest Rate -free -coupon Dividend Yield |
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 • • • 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 condensed consolidated statements of operations and comprehensive loss. | 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 | Redeemable Convertible Preferred Stock Legacy SoundHound Preferred Stock did not have a mandatory redemption date. 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. Legacy SoundHound Preferred Stock was redeemable upon a deemed liquidation event which the Company determined was not solely within its control and thus has classified shares of Legacy SoundHound Preferred Stock as temporary equity until such time as the conditions are removed or lapse. Since the occurrence of a deemed liquidation event was not probable, the carrying values of the shares of Legacy SoundHound Preferred Stock were not being accreted to their redemption values. As a result of the Business Combination, the shares of Legacy SoundHound Preferred Stock outstanding immediately prior to the effective time of the Business Combination (the “Effective Time”) were converted into 106,949,326 | 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 income (expense), net in the condensed consolidated statements of operations and comprehensive loss. The fair value of the conversion features has been estimated using a probability -weighted The Company held its convertible notes at amortized cost and amortized the associated debt discount created from bifurcated derivatives and issuance costs under the effective interest or straight -line | 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 | 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 | 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 | 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. During the nine months ended September 30, 2022, no additional accounting pronouncements were adopted. Refer to Note 2 of our audited consolidated financial statements for the fiscal year ended December 31, 2021 contained within the Company’s Form S -1 In February 2016, FASB issued Accounting Standards Update (ASU) 2016 -02 -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. When the Company’s leases do not provide an implicit rate, an incremental borrowing rate is used based on the information available at the adoption date and commencement date for leases entered into after the adoption date in determining the present value of lease payments. The Company applies a benchmark rate and adjusts it for Company specific risk, collateral, term of the lease and economic factors for the economy in which the lease was maintained. See Leases in Note 14 for further information. In December 2019, the FASB issued ASU No. 2019 -12 -12 -12 -period -to-date -12 -related -up -12 | 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 -by-instrument -10 -13 | 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 |
Restricted Stock Units | Restricted Stock Units The Company issues restricted stock unit awards (“RSUs”) to grantees as compensation for services. The fair value of the RSUs is determined at the grant date based on the fair value of the Company’s Class A Common Stock and for RSUs with service conditions only, is recognized straight -line The Company issues RSUs with vesting conditions tied to certain performance criteria (“Performance -Based -based -Based The Company issues RSUs with vesting conditions tied to certain market conditions (“Market -Based -Based -based -Based |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
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 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Revenue Recognition [Abstract] | ||
Schedule of revenues under each performance | Three Months Ended Nine Months Ended 2022 2021 2022 2021 Hosted services $ 4,878 $ 3,170 $ 12,672 $ 9,680 Professional services 694 591 2,644 5,329 Monetization 225 267 652 1,037 Licensing 5,389 — 5,660 — Total $ 11,186 $ 4,028 $ 21,628 $ 16,046 | 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 | Three Months Ended Nine Months Ended 2022 2021 2022 2021 United States $ 2,654 $ 1,283 $ 5,901 $ 3,586 Japan 925 921 2,775 2,875 Germany 1,070 817 2,897 7,034 France 650 506 2,947 899 Korea 5,751 320 6,403 1,180 Other 136 181 705 472 Total $ 11,186 $ 4,028 $ 21,628 $ 16,046 | 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 | Three Months Ended Nine Months Ended 2022 2021 2022 2021 Over time revenue $ 5,251 $ 3,611 $ 13,852 $ 10,513 Point-in-time 5,935 417 7,776 5,533 Total $ 11,186 $ 4,028 $ 21,628 $ 16,046 | 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 | Three Months Ended Nine Months Ended 2022 2021 2022 2021 Product royalties $ 10,265 $ 3,380 $ 19,534 $ 13,833 Service subscriptions 696 381 1,442 1,176 Monetization 225 267 652 1,037 Total $ 11,186 $ 4,028 $ 21,628 $ 16,046 | 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) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Schedule of property and equipment, net | September 30, December 31, Computer equipment $ 20,947 $ 20,571 Software and voice recordings 9,271 8,687 Leasehold improvements 3,850 3,567 Furniture and fixtures 765 729 Total property and equipment, at cost 34,833 33,554 Less: accumulated depreciation and amortization (30,687 ) (27,399 ) Total property and equipment, net $ 4,146 $ 6,155 | 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) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Accrued Liabilities Table [Abstract] | ||
Schedule of accrued liabilities | September 30, December 31, Accrued compensation expenses $ 5,536 $ 3,802 Accrued interest 230 1,369 Accrued vendor payables 1,256 1,109 Accrued professional services 155 934 Other accrued liabilities 65 84 $ 7,242 $ 7,298 | 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 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of aggregate non-cancelable future minimum payments | Remainder of 2022 $ 1,000 2023 7,000 2024 11,000 2025 14,000 2026 16,000 Thereafter 48,000 Total $ 97,000 |
Convertible Note and Notes Pa_2
Convertible Note and Notes Payable (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Convertible Note and Notes Payable [Abstract] | ||
Schedule of unamortized debt discount, fair value of conversion feature, and accrued interest | April 26, December 31, Unamortized debt discount $ 230 $ 657 Fair value of conversion feature $ 4,094 $ 3,488 Accrued interest $ 1,375 $ 1,136 | 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, debt balances | September 30, 2022 SVB SCI Total Notes payable $ 12,000 $ 4,593 $ 16,593 Notes payable, net of current portion 13,050 9,479 22,529 Unamortized loan discount (81 ) — (81 ) Total $ 24,969 $ 14,072 $ 39,041 Unamortized debt issuance cost recorded as an asset $ — $ 326 $ 326 December 31, 2021 SVB Note payable, current portion $ 31,050 Unamortized loan discount (1,086 ) Carrying value $ 29,964 December 31, 2021 SNAP SCI 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, 2021 SVB 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 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | ||
Schedule of financial instruments that are measured or disclosed at fair value | Fair Value Measurements as of Level 1 Level 2 Level 3 Assets: Cash equivalents $ 166 $ — $ — Total $ 166 $ — $ — Fair Value Measurements as of Level 1 Level 2 Level 3 Assets: Cash equivalents $ 4,863 $ — $ — Liabilities: Derivative liability — — (3,488 ) Total $ 4,863 $ — $ (3,488 ) | 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 of company determined the fair value of the series C preferred stock warrants using the black-scholes | September 30, Expected dividend rate 0 % Risk-free interest rate 0.26 % Expected volatility 44 % Expected term (in years) 1.89 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 | 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, Probability of Next Equity Financing 3 % Probability of SPAC/PIPE 95 % Probability of IPO 2 % 100 % Weighted average term (years) 0.27 Weighted average discount rate 25.00 % | 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 and warrant liability | Derivative Warrant Balance as of December 31, 2020 $ 2,380 $ 2,004 Change in fair value 1,090 2,701 Balance as of September 30, 2021 $ 3,470 $ 4,705 Derivative Warrant Balance as of December 31, 2021 $ 3,488 $ — Change in fair value 606 — Extinguishment of embedded derivative upon conversion of (4,094 ) — Balance as of September 30, 2022 $ — $ — | 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 $ — |
Schedule of fair value remeasurement of embedded derivative | Three Months Ended Nine Months Ended 2022 2021 2022 2021 Remeasurement of conversion $ — $ (640 ) $ (606 ) $ (1,090 ) |
Preferred Stock (Tables)
Preferred Stock (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Preferred Stock [Abstract] | ||
Schedule of preferred stock authorized, issued and outstanding | Shares Authorized Shares Issued Liquidation Preference Carrying Value Series A 19,106,048 19,106,048 $ 28,239 $ 4,967 Series B 33,702,134 33,702,134 66,360 11,038 Series C 5,687,525 5,687,525 38,163 11,837 Series C-1 4,436,090 4,436,090 89,298 16,061 Series D 20,258,299 20,258,299 527,992 85,648 Series D-1 8,418,535 8,418,535 277,812 49,957 Series D-2 8,418,530 8,418,530 277,811 49,949 Series D-3 6,922,165 6,922,165 276,887 50,046 Series D-3A 20,835,869 — — — 127,785,195 106,949,326 $ 1,582,562 $ 279,503 | 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 | |
Common Stock [Abstract] | |
Schedule 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 Plans (Tables)
Stock Incentive Plans (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Stock Incentive Plan Table [Abstract] | ||
Schedule of stock options outstanding and exercisable | Number of Shares Weighted Weighted Average Outstanding, December 31, 2021 30,361,405 $ 3.45 6.78 $ 168,923 Granted 391,619 6.17 Exercised (3,139,565 ) 1.16 21,751 Forfeited or cancelled (663,656 ) 4.51 Outstanding, September 30, 2022 26,949,803 $ 3.73 6.53 14,790 Exercisable, September 30, 2022 18,698,462 $ 2.83 5.66 14,511 Number of Shares Weighted Weighted Average Outstanding, December 31, 2020 28,772,180 $ 2.38 6.75 $ 36,987 Granted 5,203,804 6.84 Exercised (2,178,412 ) 0.87 5,947 Forfeited or cancelled (1,801,023 ) 3.11 Outstanding, September 30, 2021 29,996,549 $ 3.22 6.85 172,816 Exercisable, September 30, 2021 17,350,839 $ 2.06 5.22 119,390 | 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 | September 30, September 30, Expected dividend yield 0 % 0 % Expected volatility 51 % 42 % Expected term (years) 5.88 6.01 Risk free interest rate 2.58 % 1.11 % | 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 | Three Months Ended Nine Months Ended 2022 2021 2022 2021 Cost of revenues $ 57 $ — $ 68 $ — Sales and marketing 1,077 92 1,873 294 Research and development 4,668 943 9,011 2,939 General and administrative 3,371 280 8,548 816 Total $ 9,173 $ 1,315 $ 19,500 $ 4,049 | 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 |
Schedule of restricted stock unit activity | Number of Shares Weighted Outstanding, December 31, 2021 — $ — Granted 15,802,990 5.02 Vested (631,925 ) 3.79 Forfeited (68,772 ) 9.77 Outstanding, September 30, 2022 15,102,293 $ 5.02 | |
Schedule of assumptions under the Monte Carlo simulation model and the calculated fair value of the Market-Based RSUs granted to employees | September 30, Expected volatility 52 % Expected term (years) 4 Drift rate 2.9 % |
Leases (Tables)
Leases (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Leases [Abstract] | ||
Schedule of aggregate noncancelable future minimum lease payments | Operating Lease Financing Lease Remainder of 2022 $ 939 $ 63 2023 3,688 189 2024 3,194 122 2025 875 12 2026 418 — Thereafter 1,533 — Total 10,647 386 Less: imputed interest (1,130 ) (39 ) Present value of lease liabilities 9,517 347 Less: current portion (3,281 ) (179 ) Lease liabilities, net of current portion $ 6,236 $ 168 | 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 the components of lease cost | Three Months Ended Nine Months Ended 2022 2021 2022 2021 Operating lease cost $ 851 $ 790 $ 2,570 $ 2,466 Short-term lease cost 184 151 321 434 Financing lease cost: Amortization of finance leased assets 170 623 946 1,912 Interest of lease liabilities 12 209 71 676 | 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 the components of lease cost | Operating Lease Financing Lease Weighted average remaining lease term (years) 3.68 1.96 Weighted average discount rate 5.92 % 10.61 % | Operating Financing Weighted average remaining lease term (years) 4.51 1.22 Weighted average discount rate 5.94 % 13.21 % |
Other Income (Expense), Net (Ta
Other Income (Expense), Net (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Other Expense, Net [Abstract] | ||
Schedule of condensed consolidated statements of operations and comprehensive loss | Three Months Ended September 30, Nine Months Ended 2022 2021 2022 2021 Other income (expense), net Interest income $ 186 $ — $ 225 $ 6 Change in fair value of derivative and warrant liability — (2,478 ) (606 ) (3,792 ) Other expense, net (70 ) (260 ) (337 ) (494 ) Total other income (expense), net $ 116 $ (2,738 ) $ (718 ) $ (4,280 ) | 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) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Earnings Per Share [Abstract] | ||
Schedule of the calculation of basic and diluted net loss per share | Three Months Ended Nine Months Ended 2022 2021 2022 2021 Numerator: Net loss (in thousands) $ (28,922 ) $ (23,781 ) $ (84,693 ) $ (57,693 ) Denominator: Weighted average shares outstanding – basic and dilutive 197,006,980 67,718,940 143,338,517 67,021,176 Basic and diluted net loss per share $ (0.15 ) $ (0.35 ) $ (0.59 ) $ (0.86 ) | 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 | As of September 30, 2022 2021 Stock options 26,949,803 29,996,549 Restricted stock units (RSUs) 15,102,293 — Series C warrants — 745,235 Common stock warrants 3,665,996 1,063,214 Redeemable convertible preferred stock — 106,303,970 Total 45,718,092 138,108,968 | 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 |
Income Taxes (Tables)
Income Taxes (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Schedule of income (loss) before provision for income taxes | 2021 2020 United States $ (79,962 ) $ (73,056 ) International 878 (613 ) $ (79,084 ) $ (73,669 ) | |
Schedule of provision for income taxes | 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 | |
Schedule of federal statutory rate to the loss before taxes | Three Months Ended Nine Months Ended 2022 2021 2022 2021 Loss before income taxes $ (28,058 ) $ (22,591 ) $ (83,088 ) $ (56,293 ) Income tax expense 864 1,190 1,605 1,400 Effective tax rate (3.08 )% (5.27 )% (1.93 )% (2.49 )% | 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 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 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
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 |
Business Combination (Tables)
Business Combination (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Business Combinations [Abstract] | |
Schedule of net proceeds from the business combination and the PIPE investment | Cash – ATSP trust and cash (net of redemption) $ 5,357 Cash – PIPE Investment 113,000 Less: transaction costs (27,668 ) Net proceeds from Business Combination and PIPE Investment $ 90,689 |
Schedule of number of shares of common stock issued | Class A Common Stock – conversion of Legacy SoundHound Common Stock and Legacy SoundHound Preferred Stock outstanding prior to Business Combination 140,114,060 Class B Common Stock – conversion of Legacy SoundHound Common Stock and Legacy SoundHound Preferred Stock outstanding prior to Business Combination 40,396,600 Class A Common Stock – PIPE Investment 11,300,000 Class A Common Stock – issuance to ATSP shareholders 532,050 Class A Common Stock – issuance to Legacy SoundHound founders and representatives 4,161,000 Total shares of common stock immediately after Business Combination 196,503,710 |
Organization (Details)
Organization (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Nov. 15, 2021 | Sep. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Apr. 26, 2022 | Sep. 30, 2021 | |
Organization (Details) [Line Items] | |||||||
Net loss attributable to common stockholders | $ (79,540) | $ (77,589) | |||||
Accumulated deficit | $ (471,422) | $ (471,422) | (386,729) | (307,189) | |||
Cash and cash equivalents | 33,412 | 33,412 | $ 21,626 | $ 43,692 | $ 27,259 | ||
Transaction cost | $ 27,668 | $ 27,668 | |||||
Gross proceeds | $ 244,000 | ||||||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Net loss | $ 28,900 | $ 84,700 | |||||
Total cash and cash equivalents | $ 33,400 | $ 33,400 | |||||
Business Combination [Member] | |||||||
Organization (Details) [Line Items] | |||||||
Transaction cost | $ 111,000 | ||||||
Class A Common Stock [Member] | |||||||
Organization (Details) [Line Items] | |||||||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | 0.0001 | $ 0.0001 | |||
Class B Common Stock [Member] | |||||||
Organization (Details) [Line Items] | |||||||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Jan. 01, 2021 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) shares | Sep. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Apr. 26, 2022 USD ($) | |
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||
Other expense | $ 501,000 | |||||||
Other expense, net | 18 | |||||||
Allowance for doubtful accounts | $ 109,000 | $ 109,000 | ||||||
Property and equipment percentage | 11.70% | |||||||
Assets in other foreign jurisdictions percentage | 1.70% | |||||||
Deferred offering costs | $ 1,264,000 | $ 4,100,000 | ||||||
Operating lease liabilities | $ 11,428,000 | $ 11,400,000 | $ 11,400,000 | |||||
Operating lease | 9,848,000 | |||||||
Deferred rent | 827,000 | |||||||
Lease incentives or tenant improvement allowance | 1,098,000 | |||||||
Prepaid rent | 345,000 | |||||||
Gains losses related to foreign currency | 100,000 | $ 300,000 | $ 400,000 | $ 500,000 | ||||
Converted shares | shares | 106,949,326 | |||||||
Operating lease right-of-use asset | 9,800,000 | $ 8,833,000 | $ 8,833,000 | $ 10,291,000 | ||||
Deferred rent | 800,000 | |||||||
Accounts Receivable [Member] | ||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||
Number of customers | 2 | 5 | 2 | |||||
Concentration risk, percentage | 65% | 86% | 87% | |||||
Revenue Benchmark [Member] | ||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||
Number of customers | 1 | 3 | 4 | 2 | 3 | 2 | ||
Concentration risk, percentage | 63% | 50% | 77% | 57% | 61% | 43% | ||
Operating Leases [Member] | ||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||
Operating lease liabilities | $ 11,428,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of estimated useful lives company' s property and equipment | 12 Months Ended |
Dec. 31, 2021 | |
Computer equipment [Member] | Minimum [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 3 years |
Computer equipment [Member] | Maximum [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 4 years |
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 |
Leasehold improvements [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Estimated useful lives, description | Lesser of useful life or the term of the lease |
Revenue Recognition (Details)
Revenue Recognition (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue Recognition (Details) [Line Items] | ||||||
Professional service revenue | $ 2,446 | $ 2,194 | ||||
Remaining recognized amount | $ 300 | $ 1,400 | 4,696 | 886 | ||
Deferred revenue | $ 2,000 | $ 2,300 | 5,400 | $ 7,400 | 14,945 | 7,503 |
Decrease in deferred revenue | 4,346 | |||||
Related to customer contracts unsatisfied amount | 23,400 | 31,323 | ||||
Recognized revenue | $ 10,400 | $ 8,034 | ||||
Revenue recognized term | 1 year | 1 year | ||||
Deferred revenue additions | $ 9,600 | $ 14,858 | ||||
Contractual term | 5 years | 5 years | ||||
Long term period | 1 year | 1 year | 1 year | |||
Short term period | 1 year | 1 year | ||||
Professional service revenue | $ 400 | $ 1,200 | ||||
Licensing revenue | $ 5,300 | |||||
Minimum [Member] | ||||||
Revenue Recognition (Details) [Line Items] | ||||||
Contract terms of hosted services range | 1 year | 1 year | ||||
Revenue recognized term | 2 years | 2 years | ||||
Maximum [Member] | ||||||
Revenue Recognition (Details) [Line Items] | ||||||
Contract terms of hosted services range | 20 years | 20 years | ||||
Revenue recognized term | 5 years | 5 years | ||||
Contract Balances [Member] | ||||||
Revenue Recognition (Details) [Line Items] | ||||||
Prepaid expenses and other current assets | $ 54 | $ 43 | ||||
Revenue [Member] | ||||||
Revenue Recognition (Details) [Line Items] | ||||||
Remaining recognized amount | $ 3,400 | $ 8,431 |
Revenue Recognition (Details) -
Revenue Recognition (Details) - Schedule of revenues under each performance - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule Of Revenues Under Each Performance Abstract | ||||||
Hosted services | $ 4,878 | $ 3,170 | $ 12,672 | $ 9,680 | $ 12,764 | $ 8,563 |
Professional services | 694 | 591 | 2,644 | 5,329 | 7,142 | 3,080 |
Monetization | 225 | 267 | 652 | 1,037 | 1,291 | 1,374 |
Total | $ 11,186 | $ 4,028 | $ 21,628 | $ 16,046 | $ 21,197 | $ 13,017 |
Revenue Recognition (Details)_2
Revenue Recognition (Details) - Schedule of disaggregates revenue by geographic location - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | ||||||
Total | $ 11,186 | $ 4,028 | $ 21,628 | $ 16,046 | $ 21,197 | $ 13,017 |
Germany [Member] | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Total | 1,070 | 817 | 2,897 | 7,034 | 7,526 | 3,339 |
United States [Member] | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Total | 2,654 | 1,283 | 5,901 | 3,586 | 5,117 | 3,538 |
Japan [Member] | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Total | 925 | 921 | 2,775 | 2,875 | 3,797 | 3,496 |
Korea [Member] | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Total | 1,373 | 1,855 | ||||
France [Member] | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Total | 650 | 506 | 2,947 | 899 | 2,616 | 618 |
Other [Member] | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Total | $ 136 | $ 181 | $ 705 | $ 472 | $ 768 | $ 171 |
Revenue Recognition (Details)_3
Revenue Recognition (Details) - Schedule of revenue recognition pattern - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue Recognition (Details) - Schedule of revenue recognition pattern [Line Items] | ||||||
Total | $ 11,186 | $ 4,028 | $ 21,628 | $ 16,046 | $ 21,197 | $ 13,017 |
Over time revenue [Member] | ||||||
Revenue Recognition (Details) - Schedule of revenue recognition pattern [Line Items] | ||||||
Total | 5,251 | 3,611 | 13,852 | 10,513 | 15,210 | 10,757 |
Point-in-time [Member] | ||||||
Revenue Recognition (Details) - Schedule of revenue recognition pattern [Line Items] | ||||||
Total | $ 5,935 | $ 417 | $ 7,776 | $ 5,533 | $ 5,987 | $ 2,260 |
Revenue Recognition (Details)_4
Revenue Recognition (Details) - Schedule of service - Revenue [Member] - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue Recognition (Details) - Schedule of service [Line Items] | ||||||
Total | $ 11,186 | $ 4,028 | $ 21,628 | $ 16,046 | $ 21,197 | $ 13,017 |
Product Royalties [Member] | ||||||
Revenue Recognition (Details) - Schedule of service [Line Items] | ||||||
Total | 10,265 | 3,380 | 19,534 | 13,833 | 18,356 | 10,372 |
Service Subscriptions [Member] | ||||||
Revenue Recognition (Details) - Schedule of service [Line Items] | ||||||
Total | 696 | 381 | 1,442 | 1,176 | 1,550 | 1,271 |
Monetization [Member] | ||||||
Revenue Recognition (Details) - Schedule of service [Line Items] | ||||||
Total | $ 225 | $ 267 | $ 652 | $ 1,037 | $ 1,291 | $ 1,374 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property and Equipment, Net (Details) [Line Items] | ||||||
Capital lease obligations, aggregate amount | $ 16,622 | $ 16,278 | ||||
Depreciation and amortization expense | $ 900 | $ 1,300 | $ 3,200 | $ 4,200 | 5,502 | 6,037 |
Aggregate cost basis | $ 900 | 900 | 7,000 | |||
Accumulated depreciation | $ 400 | 4,300 | ||||
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 - As Previously Reported [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 property and equipment, net | 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) $ in Thousands | 12 Months Ended |
Dec. 31, 2020 USD ($) | |
Accrued Liabilities [Abstract] | |
Accrued interest | $ 395 |
Accrued Liabilities (Details) -
Accrued Liabilities (Details) - Schedule of accrued liabilities - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule Of Accrued Liabilities Abstract | |||
Accrued compensation expenses | $ 5,536 | $ 3,802 | $ 2,692 |
Accrued interest | 230 | 1,369 | |
Accrued vendor payables | 1,256 | 1,109 | 509 |
Accrued professional services | 155 | 934 | 149 |
Other accrued liabilities | 65 | 84 | 61 |
Total | $ 7,242 | $ 7,298 | $ 3,411 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Aug. 31, 2021 | Dec. 31, 2021 | Sep. 30, 2022 | Dec. 31, 2020 | |
Commitments and Contingencies (Details) [Line Items] | ||||
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 a minimum of $98.0 million in cloud costs over a seven-year period subject to variable increases based on usage. | |||
Landlord of lease guarantee | $ 1,656 | |||
Letter of credit | 230 | |||
Tangible net | 100,000 | |||
Market capitalization | 300,000 | |||
Reduced amount | 230 | |||
Letter of credit requirement amount | 1,196 | $ 1,196 | ||
Current restricted cash equivalents | 460 | 230 | ||
Reduction amount | $ 230 | |||
Lease term | 5 years | |||
Issue a letter of credit | $ 94 | |||
Contingencies | $ 1,105 | $ 829 | ||
Estimated and recorded liability | $ 1,100 | |||
Other Contract [Member] | ||||
Commitments and Contingencies (Details) [Line Items] | ||||
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 $100,000 in cloud costs over a seven-year period contingent upon the successful completion of the Business Combination. |
Warrants (Details)
Warrants (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Mar. 31, 2011 | Sep. 30, 2010 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2020 | Dec. 31, 2021 | Jun. 14, 2021 | |
Warrants (Details) [Line Items] | |||||||
Fair value of warrants (in Dollars) | $ 2,316 | $ 1,527 | |||||
Public warrants description | Each Public Warrant entitles the holder to the right to purchase one share of common stock at an exercise price of $11.50 per share. No fractional shares were issued upon exercise of the Public Warrants. The Company may redeem the outstanding warrants, for $0.01 per warrant, upon not less than 30 days’ prior written notice of redemption given after the warrants become exercisable, if the reported last sale price of the common stock equals or exceeds $18.00 per share (as adjusted for stock dividends, sub-divisions, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing after the warrants become exercisable and ending on the third trading day before the Company sends the notice of redemption to the warrant holders. Upon issuance of a redemption notice by the Company, the warrant holders may, at any time after the redemption notice, exercise the Public Warrants for cash, or on a cashless basis. | ||||||
Warrant [Member] | |||||||
Warrants (Details) [Line Items] | |||||||
Share price (in Dollars per share) | $ 20.37 | ||||||
Fair value of warrants (in Dollars) | $ 2,300 | $ 1,500 | |||||
Public Warrants [Member] | |||||||
Warrants (Details) [Line Items] | |||||||
Warrants issued and outstanding | 3,457,996 | ||||||
Private Warrants [Member] | |||||||
Warrants (Details) [Line Items] | |||||||
Warrants issued and outstanding | 208,000 | ||||||
Series B Preferred Stock [Member] | |||||||
Warrants (Details) [Line Items] | |||||||
Issued detachable warrants | 25,394 | 76,180 | |||||
Share price (in Dollars per share) | $ 1.97 | ||||||
Warrant term | 10 years | 10 years | |||||
Series C Warrants [Member] | |||||||
Warrants (Details) [Line Items] | |||||||
Warrants description | In connection with the issuance of the April 2013 Note and November 2013 Note, the Company issued detachable warrants to purchase 248,408 and 496,827 shares of Legacy SoundHound Series C Preferred Stock (“Series C Warrants”), respectively, at $1.21 per share to the lenders, which were immediately exercisable. In December 2021, all outstanding 745,235 shares of warrants related to April 2013 Note and November 2013 were net exercised, leading to a net issuance of 645,356 shares of Legacy SoundHound Series C Preferred Stock. As of September 30, 2022 and December 31, 2021, the fair value of the warrant liability was $0. | 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 shares of Series C Preferred Stock (“Series C Warrants”), respectively, at $6.71 per share to the lenders, which were immediately exercisable. In December 2021, all outstanding 134,126 shares of warrants related to April 2013 Note and November 2013 were net exercised, leading to a net issuance of 116,150 shares of Series C Preferred Stock. This resulted into $3,812 recorded as other expense, net within the consolidated statements of operations and comprehensive loss for the change in the fair value of the warrant liability immediately before exercise. As of December 31, 2021 and 2020, the fair value of the warrant liability was $0 and $2,004, respectively. | |||||
Class A Common Stock [Member] | |||||||
Warrants (Details) [Line Items] | |||||||
Net issuance of shares | 673,416 | ||||||
Legacy Sound Hound [Member] | |||||||
Warrants (Details) [Line Items] | |||||||
Exercise price per share (in Dollars per share) | $ 3.67 | ||||||
SVB March 2021 Note [Member] | |||||||
Warrants (Details) [Line Items] | |||||||
Number of common stock purchase by warrants | 127,570 | ||||||
SVB March 2021 Note [Member] | Legacy Sound Hound [Member] | |||||||
Warrants (Details) [Line Items] | |||||||
Number of common stock purchase by warrants | 708,808 | ||||||
SCI June 2021 Note [Member] | |||||||
Warrants (Details) [Line Items] | |||||||
Number of common stock purchase by warrants | 63,785 | ||||||
SCI June 2021 Note [Member] | Legacy Sound Hound [Member] | |||||||
Warrants (Details) [Line Items] | |||||||
Number of common stock purchase by warrants | 354,404 |
Convertible Note and Notes Pa_3
Convertible Note and Notes Payable (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||
Apr. 26, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Aug. 31, 2020 | Jun. 30, 2020 | May 31, 2020 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Jun. 14, 2022 | Dec. 01, 2021 | Jun. 14, 2021 | |
Convertible Note and Notes Payable (Details) [Line Items] | |||||||||||||||
Maturity date | May 31, 2025 | May 31, 2025 | |||||||||||||
Outstanding principal percentage | 100% | ||||||||||||||
Derivative liability | $ 2,500 | $ 2,500 | |||||||||||||
Aggregate proceeds | $ 29,833 | $ 29,833 | |||||||||||||
Converted shares (in Shares) | 106,949,326 | ||||||||||||||
Accrued interest | 230 | $ 230 | $ 1,369 | ||||||||||||
Outstanding principal percentage | 100% | ||||||||||||||
Interest expense | 400 | $ 100 | $ 1,100 | 100 | |||||||||||
Maturity date, description | As the SNAP June 2020 Note was not paid in full and did not mature on June 26, 2022 due to its conversion, the maturity date of the SCI June 2021 Note is May 31, 2025. | ||||||||||||||
Long-term balance | 9,500 | $ 9,500 | |||||||||||||
Short-term balance | $ 4,600 | $ 4,600 | |||||||||||||
2020 Convertible Notes [Member] | |||||||||||||||
Convertible Note and Notes Payable (Details) [Line Items] | |||||||||||||||
Cash proceeds | $ 15,000 | $ 25,000 | |||||||||||||
Annual interest rate | 5% | 5% | |||||||||||||
Maturity date | Jun. 26, 2022 | May 15, 2022 | |||||||||||||
Discount rate | 20% | ||||||||||||||
Price per share (in Dollars per share) | $ 0.8 | ||||||||||||||
Conversion amount | $ 30,000 | $ 40,000 | |||||||||||||
Outstanding principal percentage | 200% | ||||||||||||||
Derivative liability | 2,460 | 4,060 | |||||||||||||
Total amount of debt discount at issuance | 2,529 | 4,175 | |||||||||||||
Interest expense | $ 2,015 | ||||||||||||||
Debt discount | 1,265 | 1,050 | |||||||||||||
Total interest expense | $ 1,724 | ||||||||||||||
Total proceeds | 30,000 | $ 40,000 | |||||||||||||
Converted shares (in Shares) | 766,293 | ||||||||||||||
Total amount of debt discount | $ 21,268 | ||||||||||||||
Derivative liability at fair value | 5,360 | ||||||||||||||
Net loss | 3,775 | ||||||||||||||
SVB March 2021 Note [Member] | |||||||||||||||
Convertible Note and Notes Payable (Details) [Line Items] | |||||||||||||||
Total amount of debt discount | $ 3,532 | ||||||||||||||
Borrowings | $ 30,000 | ||||||||||||||
Fair value issuance | 2,316 | ||||||||||||||
Final payment provision | $ 1,050 | ||||||||||||||
Interest rate | 9% | ||||||||||||||
Unamortized debt discount | $ 1,086 | ||||||||||||||
SVB March 2021 Note [Member] | Minimum [Member] | |||||||||||||||
Convertible Note and Notes Payable (Details) [Line Items] | |||||||||||||||
Annual interest rate | 5.75% | ||||||||||||||
Issuance of warrants to purchase (in Shares) | 127,570 | ||||||||||||||
SVB March 2021 Note [Member] | Maximum [Member] | |||||||||||||||
Convertible Note and Notes Payable (Details) [Line Items] | |||||||||||||||
Annual interest rate | 9% | ||||||||||||||
SVB March 2021 Note [Member] | March 2021 Note Payable [Member] | |||||||||||||||
Convertible Note and Notes Payable (Details) [Line Items] | |||||||||||||||
Comprehensive loss | $ 4,508 | ||||||||||||||
Accrued interest | 233 | ||||||||||||||
SCI June 2021 Note [Member] | |||||||||||||||
Convertible Note and Notes Payable (Details) [Line Items] | |||||||||||||||
Total amount of debt discount at issuance | 1,132 | ||||||||||||||
Final payment provision | $ 525 | ||||||||||||||
Increments amount | 5,000 | ||||||||||||||
Other commitment | $ 15,000 | ||||||||||||||
Initial amount | $ 5,000 | ||||||||||||||
Remaining amount | $ 10,000 | ||||||||||||||
Final payment percentage | 3.50% | ||||||||||||||
Convertible note to purchase (in Shares) | 63,785 | ||||||||||||||
Fair value of issuance | $ 1,527 | ||||||||||||||
Warrants and discounts | 2,150 | ||||||||||||||
Amortized cost | 15,000 | ||||||||||||||
Interest expense related to debt discounts | $ 1,018 | ||||||||||||||
Interest rate in percentage | 9% | ||||||||||||||
Incurred and paid stated interest amount | $ 329 | ||||||||||||||
SCI June 2021 Note [Member] | Maximum [Member] | |||||||||||||||
Convertible Note and Notes Payable (Details) [Line Items] | |||||||||||||||
Loan bears interest rate | 9% | ||||||||||||||
SCI June 2021 Note [Member] | Minimum [Member] | |||||||||||||||
Convertible Note and Notes Payable (Details) [Line Items] | |||||||||||||||
Loan bears interest rate | 5.75% | ||||||||||||||
SNAP June 2020 Note [Member] | |||||||||||||||
Convertible Note and Notes Payable (Details) [Line Items] | |||||||||||||||
Cash proceeds | $ 15,000 | ||||||||||||||
Maturity date | Jun. 26, 2022 | Jun. 26, 2022 | Jun. 26, 2022 | ||||||||||||
Discount rate | 20% | ||||||||||||||
Price per share (in Dollars per share) | $ 0.8 | $ 0.8 | |||||||||||||
Conversion amount | $ 30,000 | ||||||||||||||
Derivative liability | $ 4,100 | 4,100 | |||||||||||||
Total amount of debt discount at issuance | 2,500 | 2,500 | |||||||||||||
Debt discount | 200 | ||||||||||||||
Total interest expense | 500 | $ 700 | 1,500 | ||||||||||||
Annual interest rate | 5% | ||||||||||||||
Outstanding principal percentage | 200% | ||||||||||||||
Amortization of the debt discount | 300 | $ 400 | 900 | ||||||||||||
Total proceeds | 30,000 | ||||||||||||||
Outstanding principal amount | $ 15,000 | 15,000 | |||||||||||||
Accrued interest | $ 1,400 | ||||||||||||||
SVB March 2021 Note [Member] | |||||||||||||||
Convertible Note and Notes Payable (Details) [Line Items] | |||||||||||||||
Maturity date | Sep. 01, 2024 | Sep. 01, 2024 | |||||||||||||
Total amount of debt discount at issuance | $ 3,500 | $ 3,500 | |||||||||||||
Issuance of warrants to purchase (in Shares) | 127,570 | ||||||||||||||
Fair value issuance | $ 2,300 | ||||||||||||||
Unamortized debt discount | $ 100 | $ 100 | $ 1,100 | ||||||||||||
Loan bears interest rate | 9% | 9% | |||||||||||||
Accrued interest | $ 200 | 200 | |||||||||||||
Borrowings | 30,000 | ||||||||||||||
Final payment provision | $ 1,100 | ||||||||||||||
Prime rate | 5.75% | ||||||||||||||
Interest rate | 12% | ||||||||||||||
Interest expense | $ 700 | 700 | $ 2,100 | 1,400 | |||||||||||
Interest expense, related party | 1,000 | 800 | $ 1,000 | 1,600 | |||||||||||
Maturity date, description | The original maturity date of the loan was April 26, 2022 (“Early Maturity Date”), with an opportunity for extension to September 2024 or March 2025 if certain performance milestones are met, including the conversion of the SNAP June 2020 Note. In April 2022, the Company entered into a loan modification agreement with Silicon Valley Bank, which extended the note’s Early Maturity Date to May 26, 2022 which also extended the period of amortization of the discount. | ||||||||||||||
Long-term balance | 13,100 | $ 13,100 | |||||||||||||
Short-term balance | $ 12,000 | $ 12,000 | |||||||||||||
SCI June 2021 Note [Member] | |||||||||||||||
Convertible Note and Notes Payable (Details) [Line Items] | |||||||||||||||
Maturity date | May 31, 2025 | May 31, 2025 | |||||||||||||
Unamortized debt discount | $ 300 | $ 300 | $ 1,100 | ||||||||||||
Increments amount | 5,000 | ||||||||||||||
Initial amount | $ 5,000 | ||||||||||||||
Remaining amount | $ 10,000 | ||||||||||||||
Convertible note to purchase (in Shares) | 63,785 | ||||||||||||||
Fair value of issuance | 1,500 | $ 1,500 | |||||||||||||
Warrants and discounts | $ 2,200 | $ 2,200 | |||||||||||||
Loan bears interest rate | 9% | 9% | |||||||||||||
Prime rate | 5.75% | ||||||||||||||
Interest rate | 12% | ||||||||||||||
Interest expense | $ 800 | $ 400 | $ 800 | $ 600 | |||||||||||
Total commitment amount | $ 15,000 | $ 15,000 | |||||||||||||
Provision percentage | 3.50% | ||||||||||||||
Withdrawal amount | $ 500 | ||||||||||||||
Series D-3A [Member] | 2020 Convertible Notes [Member] | |||||||||||||||
Convertible Note and Notes Payable (Details) [Line Items] | |||||||||||||||
Acquisition price | 30,652 | ||||||||||||||
Series D-3A redeemable convertible preferred stock [Member] | 2020 Convertible Notes [Member] | |||||||||||||||
Convertible Note and Notes Payable (Details) [Line Items] | |||||||||||||||
Aggregate proceeds | 40,300 | ||||||||||||||
Outstanding principal balance | 25,000 | ||||||||||||||
Unpaid interest | $ 288 | ||||||||||||||
Class A Common Stock [Member] | |||||||||||||||
Convertible Note and Notes Payable (Details) [Line Items] | |||||||||||||||
Converted shares (in Shares) | 140,114,060 | ||||||||||||||
Converted into shares of common stock (in Shares) | 140,114,060 | ||||||||||||||
Class A Common Stock [Member] | SNAP June 2020 Note [Member] | |||||||||||||||
Convertible Note and Notes Payable (Details) [Line Items] | |||||||||||||||
Converted into shares of common stock (in Shares) | 368,384 |
Convertible Note and Notes Pa_4
Convertible Note and Notes Payable (Details) - Schedule of unamortized debt discount, fair value of conversion feature, and accrued interest - USD ($) $ in Thousands | Apr. 26, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule Of Unamortized Debt Discount Fair Value Of Conversion Feature And Accrued Interest Abstract | |||
Unamortized debt discount | $ 230 | $ 657 | $ 1,942 |
Fair value of conversion feature | $ 4,094 | 3,488 | 2,380 |
Accrued interest | $ 1,136 | $ 395 |
Convertible Note and Notes Pa_5
Convertible Note and Notes Payable (Details) - Schedule of accrued interest and fair value remeasurement - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule Of Accrued Interest And Fair Value Remeasurement Abstract | ||||||
Remeasurement of conversion feature – gain/(loss) | $ 640 | $ 606 | $ 1,090 | $ (1,108) | $ 80 |
Convertible Note and Notes Pa_6
Convertible Note and Notes Payable (Details) - Schedule of convertible notes, debt balances - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | |||
Unamortized loan discount | $ (657) | ||
Convertible notes, current portion | 30,525 | ||
Total | 29,868 | ||
Unamortized debt issuance cost recorded as an asset | $ 326 | 1,132 | |
SVB March 2021 Note [Member] | |||
Debt Instrument [Line Items] | |||
Note payable, current portion | 31,050 | ||
Unamortized loan discount | (1,086) | ||
Carrying value | 29,964 | ||
Unamortized debt issuance cost recorded as an asset | |||
SNAP June 2020 Note [Member] | |||
Debt Instrument [Line Items] | |||
Unamortized loan discount | (657) | $ (1,942) | |
Carrying value | 13,058 | ||
Convertible notes, current portion | 15,000 | $ 15,000 | |
Total | 14,343 | ||
Unamortized debt issuance cost recorded as an asset | |||
SCI June 2021 Note [Member] | |||
Debt Instrument [Line Items] | |||
Unamortized loan discount | |||
Convertible notes, current portion | 15,525 | ||
Total | 15,525 | ||
Unamortized debt issuance cost recorded as an asset | $ 326 | $ 1,132 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Nov. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Apr. 26, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | |
Fair Value Measurements (Details) [Line Items] | |||||||||
Preferred Stock , share issued (in Shares) | 1,000,000 | ||||||||
Intrinsic value | $ 1,931 | ||||||||
Fair of debt proceeds | $ 1,527 | ||||||||
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. | ||||||||
Fair value of the private warrants | $ 100 | ||||||||
Embedded derivative had a fair value | $ 4,100 | ||||||||
Warrant [Member] | |||||||||
Fair Value Measurements (Details) [Line Items] | |||||||||
Fair of debt proceeds | $ 2,316 | ||||||||
Series B Warrants [Member] | |||||||||
Fair Value Measurements (Details) [Line Items] | |||||||||
Increase in fair value | $ 269 | ||||||||
Expected dividend yield | 0% | ||||||||
Preferred Stock , share issued (in Shares) | 101,574 | ||||||||
Series B Preferred Stock [Member] | |||||||||
Fair Value Measurements (Details) [Line Items] | |||||||||
Preferred Stock, Per share (in Dollars per share) | $ 1.97 | ||||||||
Change in fair value | $ 200 | ||||||||
Series C Warrants [Member] | |||||||||
Fair Value Measurements (Details) [Line Items] | |||||||||
Increase in fair value | $ 318 | ||||||||
Change in fair value | $ 3,812 | ||||||||
Aggregate fair value | 0 | $ 2,004 | |||||||
Series C Preferred Stock [Member] | |||||||||
Fair Value Measurements (Details) [Line Items] | |||||||||
Preferred stock fair value | 5,816 | ||||||||
Series C Preferred Stock [Member] | Warrant [Member] | |||||||||
Fair Value Measurements (Details) [Line Items] | |||||||||
Preferred stock fair value | $ 5,800 | ||||||||
Class A Common Stock [Member] | |||||||||
Fair Value Measurements (Details) [Line Items] | |||||||||
Net issuance (in Shares) | 673,416 | ||||||||
Series C Warrants April 2013 [Member] | |||||||||
Fair Value Measurements (Details) [Line Items] | |||||||||
Change in fair value | $ 1,800 | ||||||||
Series C Warrants November 2013 [Member] | |||||||||
Fair Value Measurements (Details) [Line Items] | |||||||||
Change in fair value | $ 2,700 | ||||||||
SVB March 2021 Note [Member] | |||||||||
Fair Value Measurements (Details) [Line Items] | |||||||||
Fair of debt proceeds | $ 2,300 | ||||||||
SCI June 2021 Note [Member] | |||||||||
Fair Value Measurements (Details) [Line Items] | |||||||||
Fair of debt proceeds | $ 1,500 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of financial instruments that are measured or disclosed at fair value - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Level 1 [Member] | |||
Assets: | |||
Cash equivalents | $ 166 | $ 4,863 | $ 35,856 |
Liabilities: | |||
Total | 166 | 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_3
Fair Value Measurements (Details) - Schedule of company determined the fair value of the series C preferred stock warrants using the black-scholes | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
April 2013 Series C Warrants [Member] | ||
Fair Value Measurements (Details) - Schedule of company determined the fair value of the series C preferred stock warrants using the black-scholes [Line Items] | ||
Expected dividend rate | 0% | |
Risk-free interest rate | 0.14% | |
Expected volatility | 48% | |
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 C preferred stock warrants using the black-scholes [Line Items] | ||
Expected dividend rate | 0% | |
Risk-free interest rate | 0.16% | |
Expected volatility | 47% | |
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 C preferred stock warrants using the black-scholes [Line Items] | ||
Expected dividend rate | 0% | 0% |
Risk-free interest rate | 1.74% | 1.74% |
Expected volatility | 47% | 47% |
Expected term (in years) | 10 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 C preferred stock warrants using the black-scholes [Line Items] | ||
Expected dividend rate | 0% | 0% |
Risk-free interest rate | 1.51% | 1.51% |
Expected volatility | 47% | 47% |
Expected term (in years) | 10 years | 10 years |
Fair Value Measurements (Deta_4
Fair Value Measurements (Details) - Schedule to determine the fair value of the embedded derivative | Dec. 31, 2021 | Dec. 31, 2020 |
Fair Value Measurements (Details) - Schedule to determine the fair value of the embedded derivative [Line Items] | ||
Probability | 100% | 100% |
Weighted average term (years) | 3 months 7 days | 3 months 3 days |
Weighted average discount rate | 25% | 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% | 65% |
Probability of SPAC/PIPE [Member] | ||
Fair Value Measurements (Details) - Schedule to determine the fair value of the embedded derivative [Line Items] | ||
Probability | 95% | 33% |
Probability of IPO [Member] | ||
Fair Value Measurements (Details) - Schedule to determine the fair value of the embedded derivative [Line Items] | ||
Probability | 2% | 2% |
Fair Value Measurements (Deta_5
Fair Value Measurements (Details) - Schedule of changes in fair value of the company’s derivative liability and warrant liability - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Derivative Liability [Member] | ||||
Fair Value Measurements (Details) - Schedule of changes in fair value of the company’s derivative liability and warrant liability [Line Items] | ||||
Balance beginning | $ 3,488 | $ 2,380 | $ 2,380 | |
Initial fair value of derivative liability | 6,481 | |||
Extinguishment of derivative liability | (5,360) | |||
Change in fair value | 606 | 1,090 | 1,108 | 1,259 |
Balance ending | 3,470 | 3,488 | 2,380 | |
Warrant Liability [Member] | ||||
Fair Value Measurements (Details) - Schedule of changes in fair value of the company’s derivative liability and warrant liability [Line Items] | ||||
Balance beginning | 2,004 | 2,004 | 3,348 | |
Extinguishment of derivative liability | ||||
Exercise of warrants | (5,816) | (1,931) | ||
Change in fair value | 2,701 | 3,812 | 587 | |
Balance ending | $ 4,705 | $ 2,004 |
Preferred Stock (Details)
Preferred Stock (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||||
Apr. 26, 2022 $ / shares shares | Nov. 30, 2020 USD ($) $ / shares shares | Aug. 31, 2020 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2020 USD ($) | Sep. 30, 2022 $ / shares shares | Sep. 30, 2020 shares | |
Preferred Stock (Details) [Line Items] | |||||||
Shares issued (in Shares) | shares | 1,000,000 | ||||||
Preferred stock, per share | $ 0.0001 | ||||||
Net cash proceeds (in Dollars) | $ | $ 16,000 | ||||||
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. | ||||||
Converted preferred stock (in Shares) | shares | 106,949,326 | ||||||
Preferred stock, shares authorized (in Shares) | shares | 1,000,000 | ||||||
Preferred stock, par value | $ 0.0001 | ||||||
Preferred Stock [Member] | |||||||
Preferred Stock (Details) [Line Items] | |||||||
Preferred stock, shares authorized (in Shares) | shares | 1,000,000 | ||||||
Series D-3A Preferred Stock [Member] | |||||||
Preferred Stock (Details) [Line Items] | |||||||
Shares issued (in Shares) | 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) | shares | 766,293 | ||||||
Dividend rate per share | $ 2.64 | ||||||
Preference stock, price per share | 33 | ||||||
Liquidation preference, per share | 33 | ||||||
Preferred stock, redemption price per share | 33 | ||||||
Series D-3 Preferred Stock [Member] | |||||||
Preferred Stock (Details) [Line Items] | |||||||
Shares issued (in Shares) | shares | 25,000 | ||||||
Net cash proceeds (in Dollars) | $ | $ 1,000 | ||||||
Dividend rate per share | 3.2 | ||||||
Preference stock, price per share | 40 | ||||||
Liquidation preference, 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) | shares | 101,574 | ||||||
Dividend rate per share | 0.15752 | ||||||
Preference stock, price per share | 1.969 | ||||||
Liquidation preference, per share | $ 4.922 | ||||||
Series C Warrants [Member] | |||||||
Preferred Stock (Details) [Line Items] | |||||||
Outstanding shares (in Shares) | shares | 134,126 | ||||||
Series C Preferred Stock [Member] | |||||||
Preferred Stock (Details) [Line Items] | |||||||
Issuance of shares (in Shares) | shares | 116,150 | ||||||
Dividend rate per share | $ 0.5368 | ||||||
Preference stock, price per share | 6.71 | ||||||
Liquidation preference, 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 preference, 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 preference, 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 preference, 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 preference, 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 preference, per share | $ 33 | ||||||
Class A Common Stock [Member] | |||||||
Preferred Stock (Details) [Line Items] | |||||||
Conversion of shares (in Shares) | shares | 140,114,060 | ||||||
Shares issued (in Shares) | shares | 673,416 | ||||||
Preferred stock conversion ratio | 5.5562 | ||||||
Exchange Agreement [Member] | Series D-3A Preferred Stock [Member] | |||||||
Preferred Stock (Details) [Line Items] | |||||||
Shares issued (in Shares) | shares | 1,220,838 |
Preferred Stock (Details) - Sch
Preferred Stock (Details) - Schedule of preferred stock authorized, issued and outstanding - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Preferred Stock (Details) - Schedule of preferred stock authorized, issued and outstanding [Line Items] | ||
Shares Authorized | 127,785,195 | 26,316,129 |
Liquidation Preference (in Dollars per share) | $ 1,582,562 | $ 284,826 |
Carrying Value (in Dollars) | $ 279,503 | $ 279,503 |
Shares Issued | 106,949,326 | 19,248,537 |
Series A Preferred Stock [Member] | ||
Preferred Stock (Details) - Schedule of preferred stock authorized, issued and outstanding [Line Items] | ||
Shares Authorized | 19,106,048 | 3,438,670 |
Liquidation Preference (in Dollars per share) | $ 28,239 | $ 5,082 |
Carrying Value (in Dollars) | $ 4,967 | $ 4,967 |
Shares Issued | 19,106,048 | 3,438,670 |
Series B Preferred Stock [Member] | ||
Preferred Stock (Details) - Schedule of preferred stock authorized, issued and outstanding [Line Items] | ||
Shares Authorized | 33,702,134 | 6,065,646 |
Liquidation Preference (in Dollars per share) | $ 66,360 | $ 11,943 |
Carrying Value (in Dollars) | $ 11,038 | $ 11,038 |
Shares Issued | 33,702,134 | 6,065,646 |
Series C Preferred Stock [Member] | ||
Preferred Stock (Details) - Schedule of preferred stock authorized, issued and outstanding [Line Items] | ||
Shares Authorized | 5,687,525 | 1,041,607 |
Liquidation Preference (in Dollars per share) | $ 38,163 | $ 6,869 |
Carrying Value (in Dollars) | $ 11,837 | $ 11,837 |
Shares Issued | 5,687,525 | 1,023,631 |
Series C-1 Preferred Stock [Member] | ||
Preferred Stock (Details) - Schedule of preferred stock authorized, issued and outstanding [Line Items] | ||
Shares Authorized | 4,436,090 | 798,399 |
Liquidation Preference (in Dollars per share) | $ 89,298 | $ 16,072 |
Carrying Value (in Dollars) | $ 16,061 | $ 16,061 |
Shares Issued | 4,436,090 | 798,399 |
Series D Preferred Stock [Member] | ||
Preferred Stock (Details) - Schedule of preferred stock authorized, issued and outstanding [Line Items] | ||
Shares Authorized | 20,258,299 | 3,646,050 |
Liquidation Preference (in Dollars per share) | $ 527,992 | $ 95,027 |
Carrying Value (in Dollars) | $ 85,648 | $ 85,648 |
Shares Issued | 20,258,299 | 3,646,050 |
Series D-1 Preferred Stock [Member] | ||
Preferred Stock (Details) - Schedule of preferred stock authorized, issued and outstanding [Line Items] | ||
Shares Authorized | 8,418,535 | 1,515,152 |
Liquidation Preference (in Dollars per share) | $ 277,812 | $ 50,000 |
Carrying Value (in Dollars) | $ 49,957 | $ 49,957 |
Shares Issued | 8,418,535 | 1,515,152 |
Series D-2 Preferred Stock [Member] | ||
Preferred Stock (Details) - Schedule of preferred stock authorized, issued and outstanding [Line Items] | ||
Shares Authorized | 8,418,530 | 1,515,151 |
Liquidation Preference (in Dollars per share) | $ 277,811 | $ 50,000 |
Carrying Value (in Dollars) | $ 49,949 | $ 49,949 |
Shares Issued | 8,418,530 | 1,515,151 |
Series D-3 Preferred Stock [Member] | ||
Preferred Stock (Details) - Schedule of preferred stock authorized, issued and outstanding [Line Items] | ||
Shares Authorized | 6,922,165 | 3,750,000 |
Liquidation Preference (in Dollars per share) | $ 276,887 | $ 49,834 |
Carrying Value (in Dollars) | $ 50,046 | $ 50,046 |
Shares Issued | 6,922,165 | 1,245,838 |
Series D-3A Preferred Stock [Member] | ||
Preferred Stock (Details) - Schedule of preferred stock authorized, issued and outstanding [Line Items] | ||
Shares Authorized | 20,835,869 | 4,545,454 |
Liquidation Preference (in Dollars per share) | ||
Carrying Value (in Dollars) | ||
Shares Issued |
Common Stock (Details)
Common Stock (Details) - $ / shares | 1 Months Ended | 9 Months Ended | ||
Apr. 26, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Common Stock (Details) [Line Items] | ||||
Common stock shares authorized | 500,000,000 | 250,030,433 | 250,030,433 | 45,000,000 |
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Preferred stock shares issued | 1,000,000 | |||
Preferred stock par value (in Dollars per share) | $ 0.0001 | |||
Preferred stock shares authorized | 1,000,000 | |||
Converted shares | 106,949,326 | |||
Common Stock [Member] | ||||
Common Stock (Details) [Line Items] | ||||
Common stock shares authorized | 45,000,000 | |||
Legacy Sound Hound [Member] | ||||
Common Stock (Details) [Line Items] | ||||
Common stock shares authorized | 73,561,334 | |||
Preferred stock shares authorized | 106,949,326 | |||
Legacy Sound Hound [Member] | Business Combination [Member] | ||||
Common Stock (Details) [Line Items] | ||||
Common stock shares authorized | 250,030,433 | |||
Class A Common Stock [Member] | ||||
Common Stock (Details) [Line Items] | ||||
Common stock shares authorized | 455,000,000 | 455,000,000 | 455,000,000 | |
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Converted shares | 140,114,060 | |||
Vote per share | one | |||
Class B Common Stock [Member] | ||||
Common Stock (Details) [Line Items] | ||||
Common stock shares authorized | 44,000,000 | 44,000,000 | 44,000,000 | |
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Converted shares | 40,396,600 | |||
Vote per share | ten | |||
Common Stock [Member] | ||||
Common Stock (Details) [Line Items] | ||||
Converted shares | 180,510,660 |
Common Stock (Details) - Schedu
Common Stock (Details) - Schedule of common stock for future issuance | 12 Months Ended |
Dec. 31, 2021 shares | |
Common Stock (Details) - Schedule of common stock for future issuance [Line Items] | |
Common stock warrants | 191,355 |
Stock options outstanding | 5,475,283 |
Stock incentive plan shares reserved for future issuance | 499,328 |
Total | 25,414,503 |
Series A Preferred Stock [Member] | |
Common Stock (Details) - Schedule of common stock for future issuance [Line Items] | |
Preferred Stock | 3,438,670 |
Series B Preferred Stock [Member] | |
Common Stock (Details) - Schedule of common stock for future issuance [Line Items] | |
Preferred Stock | 6,065,646 |
Series C Preferred Stock [Member] | |
Common Stock (Details) - Schedule of common stock for future issuance [Line Items] | |
Preferred Stock | 1,023,631 |
Series C-1 Preferred Stock [Member] | |
Common Stock (Details) - Schedule of common stock for future issuance [Line Items] | |
Preferred Stock | 798,399 |
Series D Preferred Stock [Member] | |
Common Stock (Details) - Schedule of common stock for future issuance [Line Items] | |
Preferred Stock | 3,646,050 |
Series D-1 Preferred Stock [Member] | |
Common Stock (Details) - Schedule of common stock for future issuance [Line Items] | |
Preferred Stock | 1,515,152 |
Series D-2 Preferred Stock [Member] | |
Common Stock (Details) - Schedule of common stock for future issuance [Line Items] | |
Preferred Stock | 1,515,151 |
Series D-3 Preferred Stock [Member] | |
Common Stock (Details) - Schedule of common stock for future issuance [Line Items] | |
Preferred Stock | 1,245,838 |
Stock Incentive Plans (Details)
Stock Incentive Plans (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Apr. 26, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Aug. 16, 2022 | Jun. 02, 2022 | |
Stock Incentive Plans (Details) [Line Items] | |||||||||
Common stock reserved for issuance (in Shares) | 25,414,503 | ||||||||
Fair value of options vested | $ 3,800 | $ 900 | $ 7,200 | $ 2,900 | $ 5,358 | $ 5,400 | |||
Stock compensation expense | 6,322 | $ 5,897 | |||||||
Unamortized expense | $ 18,800 | $ 18,800 | $ 25,572 | ||||||
Amortization period | 3 years 1 month 13 days | ||||||||
Bonus for executive award holders | $ 5,837 | ||||||||
Stock option, 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. RSUs granted generally vest over a four-year period, with 25% cliff vesting after one year and then ratably on a quarterly basis for the remaining three years. | ||||||||
Share percentage | 10% | ||||||||
Remaining share issuance (in Shares) | 5,601,945 | 5,601,945 | |||||||
Fair market value, percentage | 85% | ||||||||
Weighted average remaining amortization period | 2 years 6 months 14 days | ||||||||
Stock based compensation expense | $ 9,200 | $ 1,300 | $ 19,500 | $ 4,000 | |||||
Weighted average grant date fair value (in Dollars per share) | $ 3.91 | $ 3.91 | |||||||
Stock-based compensation related to RSUs | $ 7,100 | $ 11,600 | |||||||
2016 Equity Incentive Plan [Member] | |||||||||
Stock Incentive Plans (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. | ||||||||
Minimum [Member] | |||||||||
Stock Incentive Plans (Details) [Line Items] | |||||||||
Contractual expirations | 5 years | ||||||||
Maximum [Member] | |||||||||
Stock Incentive Plans (Details) [Line Items] | |||||||||
Contractual expirations | 10 years | ||||||||
Employee Stock Purchase Plan [Member] | |||||||||
Stock Incentive Plans (Details) [Line Items] | |||||||||
Aggregate shares (in Shares) | 3,930,074 | ||||||||
Share percentage | 2% | ||||||||
Class A Common Stock [Member] | |||||||||
Stock Incentive Plans (Details) [Line Items] | |||||||||
Common stock reserved for issuance (in Shares) | 19,650,371 | ||||||||
Remaining share issuance (in Shares) | 25,000,000 | ||||||||
Shares issued (in Shares) | 673,416 | 673,416 | |||||||
Class B Common Stock [Member] | |||||||||
Stock Incentive Plans (Details) [Line Items] | |||||||||
Stock based compensation expense | $ 1,000 | ||||||||
Founders held of legacy (in Shares) | 7,270,503 | ||||||||
Exchange for shares (in Shares) | 40,396,600 | ||||||||
2016 Plan [Member] | |||||||||
Stock Incentive Plans (Details) [Line Items] | |||||||||
Common stock reserved for issuance (in Shares) | 6,667,478 | ||||||||
Aggregate shares (in Shares) | 48,347,329 | ||||||||
Restricted Stock Units (RSUs) [Member] | |||||||||
Stock Incentive Plans (Details) [Line Items] | |||||||||
Unamortized expense | $ 56,800 | $ 56,800 | |||||||
Weighted average remaining amortization period | 3 years 25 days | ||||||||
Shares issued (in Shares) | 2,310,000 | ||||||||
Performance-Based RSUs [Member] | |||||||||
Stock Incentive Plans (Details) [Line Items] | |||||||||
Unamortized expense | 7,300 | $ 7,300 | |||||||
Shares issued (in Shares) | 870,000 | ||||||||
Stock based compensation expense | 200 | 200 | |||||||
Market-Based RSUs [Member] | |||||||||
Stock Incentive Plans (Details) [Line Items] | |||||||||
Fair value of options vested | 2,700 | 3,600 | |||||||
Unamortized expense | $ 3,000 | 3,000 | |||||||
Shares issued (in Shares) | 770,000 | ||||||||
Stock based compensation expense | $ 600 |
Stock Incentive Plans (Detail_2
Stock Incentive Plans (Details) - Schedule of stock options outstanding and exercisable - Stock Option [Member] - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Shares Available for Grant [Member] | ||
Stock Incentive Plans (Details) - Schedule of stock options outstanding and exercisable [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, Options granted | (1,134,542) | (1,446,350) |
Shares Available for Grant, Options 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 Plans (Details) - Schedule of stock options outstanding and exercisable [Line Items] | ||
Outstanding Stock Options, Outstanding at Beginning Balance | 5,178,276 | 4,276,480 |
Outstanding Stock Options, Authorized | ||
Outstanding Stock Options, Options exercisable | 3,322,160 | |
Outstanding Stock Options, Options granted | 1,134,542 | 1,446,350 |
Outstanding Stock Options, 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 Plans (Details) - Schedule of stock options outstanding and exercisable [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, Options exercisable (in Dollars per share) | 12.23 | |
Weighted Average Exercise Price Per Share, Options granted (in Dollars per share) | 40.1 | 19.98 |
Weighted Average Exercise Price Per Share, Options 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 Plans (Details) - Schedule of stock options outstanding and exercisable [Line Items] | ||
Weighted Average Remaining Contractual Term (Years), Outstanding at Beginning Balance | 6 years 5 months 8 days | |
Weighted Average Remaining Contractual Term (Years), Options 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 |
Average Intrinsic Value [Member] | ||
Stock Incentive Plans (Details) - Schedule of stock options outstanding and exercisable [Line Items] | ||
Average Intrinsic Value, Outstanding at Beginning Balance (in Dollars) | $ 36,987 | $ 33,785 |
Average Intrinsic Value, Authorized (in Dollars) | ||
Average Intrinsic Value, Options exercisable (in Dollars) | 125,517 | |
Average Intrinsic Value, Options granted (in Dollars) | ||
Average Intrinsic Value, Options 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 Plans (Detail_3
Stock Incentive Plans (Details) - Schedule of stock options outstanding and exercisable | 12 Months Ended |
Dec. 31, 2021 shares | |
Options Outstanding [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Shares Outstanding | 5,475,283 |
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] | |
Shares Outstanding | 3,322,160 |
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] | |
Shares Outstanding | 1,223,100 |
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] | |
Shares Outstanding | 1,223,100 |
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] | |
Shares Outstanding | 1,223,673 |
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] | |
Shares Outstanding | 1,154,889 |
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] | |
Shares Outstanding | 876,147 |
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] | |
Shares Outstanding | 531,085 |
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] | |
Shares Outstanding | 1,156,561 |
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] | |
Shares Outstanding | 404,605 |
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] | |
Shares Outstanding | 995,802 |
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] | |
Shares Outstanding | 8,481 |
Weighted Average Remaining Contractual Life (Years) | 9 years 8 months 26 days |
Stock Incentive Plans (Detail_4
Stock Incentive Plans (Details) - Schedule of weighted average calculated fair value of the options granted to employees - Black-Scholes Option-Pricing Model [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Stock Incentive Plans (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% | 0% |
Expected volatility | 42% | 44% |
Expected term (years) | 6 years 3 days | 5 years 11 months 1 day |
Risk free interest rate | 1.14% | 0.64% |
Stock Incentive Plans (Detail_5
Stock Incentive Plans (Details) - Schedule of operations and comprehensive loss - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule Of Operations And Comprehensive Loss Abstract | ||
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 ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Leases [Abstract] | ||||||
Total rent expense | $ 1,000 | $ 900 | $ 2,900 | $ 2,900 | $ 4,178 | $ 3,514 |
Leases (Details) - Schedule of
Leases (Details) - Schedule of aggregate noncancelable future minimum lease payments - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Operating Lease [Member] | ||
Leases (Details) - Schedule of aggregate noncancelable future minimum lease payments [Line Items] | ||
2022 | $ 939 | $ 3,544 |
2023 | 3,688 | 3,543 |
2024 | 3,194 | 3,288 |
2025 | 875 | 962 |
2026 | 418 | 505 |
Thereafter | 1,533 | 1,785 |
Total | 10,647 | 13,627 |
Less: imputed interest | (1,130) | (1,735) |
Present value of lease liabilities | 9,517 | 11,892 |
Less: current portion | (3,281) | (3,281) |
Lease liabilities, net of current portion | 6,236 | 8,611 |
Finance Lease [Member] | ||
Leases (Details) - Schedule of aggregate noncancelable future minimum lease payments [Line Items] | ||
2022 | 63 | 1,383 |
2023 | 189 | 189 |
2024 | 122 | 122 |
2025 | 12 | 11 |
2026 | ||
Thereafter | ||
Total | 386 | 1,705 |
Less: imputed interest | (39) | (112) |
Present value of lease liabilities | 347 | 1,593 |
Less: current portion | (179) | (1,301) |
Lease liabilities, net of current portion | $ 168 | $ 292 |
Leases (Details) - Schedule o_2
Leases (Details) - Schedule of the components of lease cost - SoundHound, Inc. [Member] $ in Thousands | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
Operating Lease [Member] | |
Leases (Details) - Schedule of the components of lease cost [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 additional information related to our leases | Sep. 30, 2022 | Dec. 31, 2021 |
Operating Lease [Member] | ||
Leases (Details) - Schedule of additional information related to our leases [Line Items] | ||
Weighted average remaining lease term (years) | 1 year 11 months 15 days | 4 years 6 months 3 days |
Weighted average discount rate | 10.61% | 5.94% |
Finance Lease [Member] | ||
Leases (Details) - Schedule of additional information related to our leases [Line Items] | ||
Weighted average remaining lease term (years) | 3 years 8 months 4 days | 1 year 2 months 19 days |
Weighted average discount rate | 5.92% | 13.21% |
Other Income (Expense), Net (De
Other Income (Expense), Net (Details) - Schedule of condensed consolidated statements of operations and comprehensive loss - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Other expense, net: | ||||||
Interest income | $ 186 | $ 225 | $ 6 | $ 7 | $ 168 | |
Change in fair value of derivative and warrant liability | (2,478) | (606) | (3,792) | (4,920) | (1,806) | |
Loss on extinguishment of convertible note | (3,775) | |||||
Other expense, net | $ (70) | $ (260) | $ (337) | $ (494) | (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 - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | 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) | 197,006,980 | 67,718,940 | 143,338,517 | 67,021,176 | 12,104,523 | 11,780,078 |
Basic and Diluted Net Loss Per Share (in Dollars per share) | $ (0.15) | $ (0.35) | $ (0.59) | $ (0.86) | $ (6.57) | $ (6.59) |
Net Loss Per Share (Details) _2
Net Loss Per Share (Details) - Schedule of the calculation of basic and diluted net loss per share (Parentheticals) - $ / shares | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule Of The Calculation Of Basic And Diluted Net Loss Per Share Abstract | ||||||
Weighted average shares outstanding Dilutive | 197,006,980 | 67,718,940 | 143,338,517 | 67,021,176 | 12,104,523 | 11,780,078 |
Diluted Net Loss Per Share | $ (0.15) | $ (0.35) | $ (0.59) | $ (0.86) | $ (6.57) | $ (6.59) |
Net Loss Per Share (Details) _3
Net Loss Per Share (Details) - Schedule of outstanding shares of potentially dilutive securities - shares | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total | 45,718,092 | 138,108,968 | 24,444,789 |
Preferred Stock [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total | 19,132,387 | ||
Previously Reported [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total | 24,915,175 | ||
Previously Reported [Member] | Preferred Stock [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total | 19,248,537 | ||
Series C Warrants [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total | 745,235 | 134,126 | |
Common stock warrants [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total | 3,665,996 | 1,063,214 | |
Common stock warrants [Member] | Previously Reported [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total | 191,355 | ||
Stock options [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total | 26,949,803 | 29,996,549 | 5,178,276 |
Stock options [Member] | Previously Reported [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total | 5,475,283 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Taxes (Details) [Line Items] | ||
Income tax expense | $ 456 | $ 738 |
Valuation allowance | 17,934 | $ 15,265 |
Unrepatriated earnings balance | 972 | |
Effective tax liability | 49 | |
Federal net operating loss | 212,867 | |
Interest and penalties | $ 474 | |
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. | |
Maximum [Member] | ||
Income Taxes (Details) [Line Items] | ||
Net operating loss | $ 301,503 | |
Federal and state net operating loss expire year | 2028 | |
Research and development credit carry forwards | $ 8,900 | |
Minimum [Member] | ||
Income Taxes (Details) [Line Items] | ||
Net operating loss | $ 102,925 | |
Federal and state net operating loss expire year | 2025 | |
Research and development credit carry forwards | $ 7,993 | |
Canada [Member] | ||
Income Taxes (Details) [Line Items] | ||
Foreign earnings balances | $ 972 | |
Reduced dividends | 5% | |
China [Member] | ||
Income Taxes (Details) [Line Items] | ||
Foreign earnings balances | $ 0 | |
Germany [Member] | ||
Income Taxes (Details) [Line Items] | ||
Foreign earnings balances | $ 5,681 | |
Reduced dividends | 0% | |
Net operating loss | $ 3,383 | |
Japan [Member] | ||
Income Taxes (Details) [Line Items] | ||
Foreign earnings balances | $ 159 | |
Reduced dividends | 0% | |
Korea [Member] | ||
Income Taxes (Details) [Line Items] | ||
Foreign earnings balances | $ 0 |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of income (loss) before provision for income taxes - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Taxes (Details) - Schedule of income (loss) before provision for income taxes [Line Items] | ||
Total | $ (79,084) | $ (73,669) |
United States [Member] | ||
Income Taxes (Details) - Schedule of income (loss) before provision for income taxes [Line Items] | ||
Total | (79,962) | (73,056) |
International [Member] | ||
Income Taxes (Details) - Schedule of income (loss) before provision for income taxes [Line Items] | ||
Total | $ 878 | $ (613) |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of provision for income taxes - 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 federal statutory rate to the loss before taxes | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule Of Federal Statutory Rate To The Loss Before Taxes Abstract | ||
Federal statutory income tax rate | 21% | 21% |
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% |
Non-deductible permanent expenses | (1.26%) | (4.61%) |
Other | (0.95%) | (0.09%) |
Total | (0.58%) | (0.99%) |
Income Taxes (Details) - Sche_4
Income Taxes (Details) - Schedule of net deferred tax assets - USD ($) $ in Thousands | 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 (Det
Related Party Transactions (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Jun. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Related Party Transactions (Details) [Line Items] | |||||||
Recognized revenue | $ 2,000 | $ 2,300 | $ 5,400 | $ 7,400 | $ 14,945 | $ 7,503 | |
Accounts receivable | 600 | ||||||
Deferred revenue | $ 15,200 | ||||||
Related Party Transactions [Member] | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Recognized revenue | $ 1,600 | $ 5,200 | $ 5,200 | ||||
Ownership Interest [Member] | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Ownership interest | 5% |
Related Party Transactions (D_2
Related Party Transactions (Details) - Schedule of related party transactions - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule Of Related Party Transactions Abstract | ||
Revenue | $ 7,013 | $ 6,668 |
Accounts receivable | 583 | 2,083 |
Deferred revenue | $ 15,238 | $ 16,787 |
Subsequent Event (Details)
Subsequent Event (Details) - shares | 9 Months Ended | |
Sep. 30, 2022 | Aug. 16, 2022 | |
Subsequent Event (Details) [Line Items] | ||
Shares of common stock | 5,601,945 | |
Weighted average price rate | 97% | |
Commitment shares, description | In connection with the execution of the Common Stock Purchase Agreement, the Company issued CFPI 250,000 shares (the “Commitment Shares”) as consideration for its irrevocable commitment to purchase the shares upon the terms and subject to the satisfaction of the conditions set forth in the Common Stock Purchase Agreement. Pursuant to a separate side letter agreement between the Company and CFPI, the Company and CFPI have agreed that if the net proceeds with respect to Commitment Shares either sold by CFPI by the 121st day after Commencement, subject to an extension under certain circumstances (the “True-Up Date”), or held by CFPI on the True-Up Date (based on the closing price of the Class A common stock on the Nasdaq Global Market on the trading day immediately prior to the True-Up Date), in the aggregate, are less than $1.0 million, the Company will pay to CFPI the difference between $1.0 million and the applicable net proceeds. Alternatively, in the event that such net proceeds exceed $1.0 million, CFPI will pay to the Company the difference between the applicable net proceeds and $1.0 million. | |
Class A Common Stock [Member] | ||
Subsequent Event (Details) [Line Items] | ||
Shares of common stock | 25,000,000 |
Business Combination (Details)
Business Combination (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | |||
Apr. 26, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Business Combination (Details) [Line Items] | ||||
Common stock and preferred stock, shares authorized | 500,000,000 | |||
Common stock, shares authorized | 500,000,000 | 250,030,433 | 250,030,433 | 45,000,000 |
Preferred stock, shares authorized | 1,000,000 | |||
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Preferred stock shares outstanding | ||||
Preferred stock shares issued | 1,000,000 | |||
Share conversion rate | 5.5562 | |||
Net proceeds (in Dollars) | $ 90.7 | |||
Transaction cost (in Dollars) | 27.7 | |||
PIPE financing (in Dollars) | 86.6 | |||
Shares issued as compensation (in Dollars) | $ 4.1 | |||
Class A Common Stock [Member] | ||||
Business Combination (Details) [Line Items] | ||||
Common stock, shares authorized | 455,000,000 | 455,000,000 | 455,000,000 | |
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Vote per share | one | |||
Aggregate shares | 11,300,000 | |||
Proceeds from the sales of share (in Dollars) | $ 113 | |||
Converted into shares of common stock | 140,114,060 | |||
Class A Common Stock [Member] | PIPE Investment [Member] | ||||
Business Combination (Details) [Line Items] | ||||
Purchase price per share (in Dollars per share) | $ 10 | |||
Class B Common Stock [Member] | ||||
Business Combination (Details) [Line Items] | ||||
Common stock, shares authorized | 44,000,000 | 44,000,000 | 44,000,000 | |
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Vote per share | ten | |||
Converted into shares of common stock | 40,396,600 | |||
ATSP [Member] | Class A Common Stock [Member] | IPO [Member] | ||||
Business Combination (Details) [Line Items] | ||||
Aggregate shares | 12,767,950 | |||
Purchase price per share (in Dollars per share) | $ 10 | |||
Proceeds from the sales of share (in Dollars) | $ 127.7 | |||
Sound Hound Transaction [Member] | ||||
Business Combination (Details) [Line Items] | ||||
Transaction cost (in Dollars) | $ 4.1 |
Business Combination (Details)
Business Combination (Details) - Schedule of net proceeds from the business combination and the PIPE investment $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Schedule Of Net Proceeds From The Business Combination And The Pipe Investment Abstract | |
Cash – ATSP trust and cash (net of redemption) | $ 5,357 |
Cash – PIPE Investment | 113,000 |
Less: transaction costs | (27,668) |
Net proceeds from Business Combination and PIPE Investment | $ 90,689 |
Business Combination (Details_2
Business Combination (Details) - Schedule of number of shares of common stock issued | 9 Months Ended |
Sep. 30, 2022 shares | |
Business Combination (Details) - Schedule of number of shares of common stock issued [Line Items] | |
Common stock, shares outstanding | 196,503,710 |
Class A Common Stock [Member] | |
Business Combination (Details) - Schedule of number of shares of common stock issued [Line Items] | |
Common stock, shares outstanding | 11,300,000 |
Issuance of Class A common shares pursuant to the Business Combination | 4,161,000 |
ATSP [Member] | Class A Common Stock [Member] | |
Business Combination (Details) - Schedule of number of shares of common stock issued [Line Items] | |
Shares, Outstanding | 140,114,060 |
ATSP [Member] | Class B Common Stock [Member] | |
Business Combination (Details) - Schedule of number of shares of common stock issued [Line Items] | |
Common stock, shares outstanding | 40,396,600 |
ATSP [Member] | |
Business Combination (Details) - Schedule of number of shares of common stock issued [Line Items] | |
Issuance of Class A common shares pursuant to the Business Combination | 532,050 |
Revenue Recognition (Details)_5
Revenue Recognition (Details) - Schedule of revenues under each performance - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule Of Revenues Under Each Performance Abstract | ||||||
Hosted services | $ 4,878 | $ 3,170 | $ 12,672 | $ 9,680 | $ 12,764 | $ 8,563 |
Professional services | 694 | 591 | 2,644 | 5,329 | 7,142 | 3,080 |
Monetization | 225 | 267 | 652 | 1,037 | 1,291 | 1,374 |
Licensing | 5,389 | 5,660 | ||||
Total | $ 11,186 | $ 4,028 | $ 21,628 | $ 16,046 | $ 21,197 | $ 13,017 |
Revenue Recognition (Details)_6
Revenue Recognition (Details) - Schedule of disaggregates revenue by geographic location - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | ||||||
Total | $ 11,186 | $ 4,028 | $ 21,628 | $ 16,046 | $ 21,197 | $ 13,017 |
United States [Member] | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Total | 2,654 | 1,283 | 5,901 | 3,586 | 5,117 | 3,538 |
Japan [Member] | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Total | 925 | 921 | 2,775 | 2,875 | 3,797 | 3,496 |
Germany [Member] | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Total | 1,070 | 817 | 2,897 | 7,034 | 7,526 | 3,339 |
France [Member] | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Total | 650 | 506 | 2,947 | 899 | 2,616 | 618 |
Korea [Member] | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Total | 5,751 | 320 | 6,403 | 1,180 | ||
Other [Member] | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Total | $ 136 | $ 181 | $ 705 | $ 472 | $ 768 | $ 171 |
Revenue Recognition (Details)_7
Revenue Recognition (Details) - Schedule of revenue recognition pattern - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue Recognition (Details) - Schedule of revenue recognition pattern [Line Items] | ||||||
Total | $ 11,186 | $ 4,028 | $ 21,628 | $ 16,046 | $ 21,197 | $ 13,017 |
Over time revenue [Member] | ||||||
Revenue Recognition (Details) - Schedule of revenue recognition pattern [Line Items] | ||||||
Total | 5,251 | 3,611 | 13,852 | 10,513 | 15,210 | 10,757 |
Point-in-time [Member] | ||||||
Revenue Recognition (Details) - Schedule of revenue recognition pattern [Line Items] | ||||||
Total | $ 5,935 | $ 417 | $ 7,776 | $ 5,533 | $ 5,987 | $ 2,260 |
Revenue Recognition (Details)_8
Revenue Recognition (Details) - Schedule of service - Revenue [Member] - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue Recognition (Details) - Schedule of service [Line Items] | ||||||
Total | $ 11,186 | $ 4,028 | $ 21,628 | $ 16,046 | $ 21,197 | $ 13,017 |
Product royalties [Member] | ||||||
Revenue Recognition (Details) - Schedule of service [Line Items] | ||||||
Total | 10,265 | 3,380 | 19,534 | 13,833 | 18,356 | 10,372 |
Service subscriptions [Member] | ||||||
Revenue Recognition (Details) - Schedule of service [Line Items] | ||||||
Total | 696 | 381 | 1,442 | 1,176 | 1,550 | 1,271 |
Monetization [Member] | ||||||
Revenue Recognition (Details) - Schedule of service [Line Items] | ||||||
Total | $ 225 | $ 267 | $ 652 | $ 1,037 | $ 1,291 | $ 1,374 |
Property and Equipment, Net (_3
Property and Equipment, Net (Details) - Schedule of property and equipment, net - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | |||
Total property and equipment, at cost | $ 34,833 | ||
Less: accumulated depreciation and amortization | (30,687) | ||
Total property and equipment, net | 4,146 | $ 6,155 | $ 10,435 |
As Previously Reported [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment, at cost | 33,554 | 32,488 | |
Less: accumulated depreciation and amortization | (27,399) | (22,053) | |
Total property and equipment, net | 6,155 | ||
Computer equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment, at cost | 20,947 | ||
Computer equipment [Member] | As Previously Reported [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment, at cost | 20,571 | 19,867 | |
Software and voice recordings [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment, at cost | 9,271 | ||
Software and voice recordings [Member] | As Previously Reported [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment, at cost | 8,687 | 8,335 | |
Leasehold improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment, at cost | 3,850 | ||
Leasehold improvements [Member] | As Previously Reported [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment, at cost | 3,567 | 3,560 | |
Furniture and fixtures [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment, at cost | $ 765 | ||
Furniture and fixtures [Member] | As Previously Reported [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment, at cost | $ 729 | $ 720 |
Accrued Liabilities (Details)_2
Accrued Liabilities (Details) - Schedule of accrued liabilities - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule Of Accrued Liabilities Abstract | |||
Accrued compensation expenses | $ 5,536 | $ 3,802 | $ 2,692 |
Accrued interest | 230 | 1,369 | |
Accrued vendor payables | 1,256 | 1,109 | 509 |
Accrued professional services | 155 | 934 | 149 |
Other accrued liabilities | 65 | 84 | 61 |
Total | $ 7,242 | $ 7,298 | $ 3,411 |
Commitments and Contingencies_3
Commitments and Contingencies (Details) - Schedule of aggregate non-cancelable future minimum payments $ in Thousands | Sep. 30, 2022 USD ($) |
Schedule Of Aggregate Non Cancelable Future Minimum Payments Abstract | |
Remainder of 2022 | $ 1,000 |
2023 | 7,000 |
2024 | 11,000 |
2025 | 14,000 |
2026 | 16,000 |
Thereafter | 48,000 |
Total | $ 97,000 |
Convertible Note and Notes Pa_7
Convertible Note and Notes Payable (Details) - Schedule of unamortized debt discount, fair value of conversion feature, and accrued interest - USD ($) $ in Thousands | Apr. 26, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule of Unamortized Debt Discount Fair Value of Conversion Feature and Accrued Interest [Abstract] | |||
Unamortized debt discount | $ 230 | $ 657 | $ 1,942 |
Fair value of conversion feature | 4,094 | 3,488 | $ 2,380 |
Accrued interest | $ 1,375 | $ 1,136 |
Convertible Note and Notes Pa_8
Convertible Note and Notes Payable (Details) - Schedule of convertible notes, debt balances - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | ||
Notes payable | $ 16,593 | |
Notes payable, net of current portion | 22,529 | |
Unamortized loan discount | (81) | $ (657) |
Convertible notes, current portion | 30,525 | |
Total | 39,041 | 29,868 |
Unamortized debt issuance cost recorded as an asset | 326 | 1,132 |
SVB March 2021 Note [Member] | ||
Debt Instrument [Line Items] | ||
Notes payable | 12,000 | |
Notes payable, net of current portion | 13,050 | 31,050 |
Unamortized loan discount | (81) | (1,086) |
Carrying value | 29,964 | |
Total | 24,969 | |
Unamortized debt issuance cost recorded as an asset | ||
SCI June 2021 Note [Member] | ||
Debt Instrument [Line Items] | ||
Notes payable | 4,593 | |
Notes payable, net of current portion | 9,479 | |
Unamortized loan discount | ||
Convertible notes, current portion | 15,525 | |
Total | 14,072 | 15,525 |
Unamortized debt issuance cost recorded as an asset | $ 326 | 1,132 |
SNAP June 2020 Note [Member] | ||
Debt Instrument [Line Items] | ||
Unamortized loan discount | (657) | |
Convertible notes, current portion | 15,000 | |
Total | 14,343 | |
Unamortized debt issuance cost recorded as an asset |
Fair Value Measurements (Deta_6
Fair Value Measurements (Details) - Schedule of financial instruments that are measured or disclosed at fair value - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Level 1 [Member] | |||
Assets: | |||
Cash equivalents | $ 166 | $ 4,863 | $ 35,856 |
Total | 166 | 4,863 | 35,856 |
Liabilities: | |||
Derivative liability | |||
Level 2 [Member] | |||
Assets: | |||
Cash equivalents | |||
Total | |||
Liabilities: | |||
Derivative liability | |||
Level 3 [Member] | |||
Assets: | |||
Cash equivalents | |||
Total | (3,488) | $ (4,384) | |
Liabilities: | |||
Derivative liability | $ (3,488) |
Fair Value Measurements (Deta_7
Fair Value Measurements (Details) - Schedule of company determined the fair value of the series C preferred stock warrants using the black-scholes | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2020 | |
Fair Value Measurements (Details) - Schedule of company determined the fair value of the series C preferred stock warrants using the black-scholes [Line Items] | |||
Expected dividend rate | 0% | ||
Risk-free interest rate | 0.26% | ||
Expected volatility | 52% | 44% | |
Expected term (in years) | 4 years | 1 year 10 months 20 days | |
SVB March 2021 Note Common Stock Warrants [Member] | |||
Fair Value Measurements (Details) - Schedule of company determined the fair value of the series C preferred stock warrants using the black-scholes [Line Items] | |||
Expected dividend rate | 0% | 0% | |
Risk-free interest rate | 1.74% | 1.74% | |
Expected volatility | 47% | 47% | |
Expected term (in years) | 10 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 C preferred stock warrants using the black-scholes [Line Items] | |||
Expected dividend rate | 0% | 0% | |
Risk-free interest rate | 1.51% | 1.51% | |
Expected volatility | 47% | 47% | |
Expected term (in years) | 10 years | 10 years |
Fair Value Measurements (Deta_8
Fair Value Measurements (Details) - Schedule to determine the fair value of the embedded derivative | Dec. 31, 2021 | Dec. 31, 2020 |
Fair Value Measurements (Details) - Schedule to determine the fair value of the embedded derivative [Line Items] | ||
Probability | 100% | |
Weighted average term (years) | 3 months 7 days | |
Weighted average discount rate | 25% | 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% | |
Probability of SPAC/PIPE [Member] | ||
Fair Value Measurements (Details) - Schedule to determine the fair value of the embedded derivative [Line Items] | ||
Probability | 95% | |
Probability of IPO [Member] | ||
Fair Value Measurements (Details) - Schedule to determine the fair value of the embedded derivative [Line Items] | ||
Probability | 2% |
Fair Value Measurements (Deta_9
Fair Value Measurements (Details) - Schedule of fair value remeasurement of embedded derivative - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule Of Fair Value Remeasurement Of Embedded Derivative Abstract | ||||||
Remeasurement of conversion feature – loss $ | $ (640) | $ (606) | $ (1,090) | $ 1,108 | $ (80) |
Fair Value Measurements (Det_10
Fair Value Measurements (Details) - Schedule of changes in fair value of the company’s derivative liability and warrant liability - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Derivative Liability [Member] | ||||
Fair Value Measurements (Details) - Schedule of changes in fair value of the company’s derivative liability and warrant liability [Line Items] | ||||
Balance beginning | $ 3,488 | $ 2,380 | $ 2,380 | |
Change in fair value | 606 | 1,090 | 1,108 | 1,259 |
Extinguishment of embedded derivative upon conversion of convertible note | (4,094) | |||
Balance ending | 3,470 | 3,488 | 2,380 | |
Warrant Liability [Member] | ||||
Fair Value Measurements (Details) - Schedule of changes in fair value of the company’s derivative liability and warrant liability [Line Items] | ||||
Balance beginning | 2,004 | 2,004 | 3,348 | |
Change in fair value | 2,701 | 3,812 | 587 | |
Extinguishment of embedded derivative upon conversion of convertible note | ||||
Balance ending | $ 4,705 | $ 2,004 |
Preferred stock (Details) - S_2
Preferred stock (Details) - Schedule of preferred stock authorized, issued and outstanding - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Preferred stock (Details) - Schedule of preferred stock authorized, issued and outstanding [Line Items] | ||
Shares Authorized | 127,785,195 | 26,316,129 |
Shares Issued | 106,949,326 | 19,248,537 |
Liquidation Preference (in Dollars per share) | $ 1,582,562 | $ 284,826 |
Carrying Value (in Dollars) | $ 279,503 | $ 279,503 |
Series A Preferred Stock [Member] | ||
Preferred stock (Details) - Schedule of preferred stock authorized, issued and outstanding [Line Items] | ||
Shares Authorized | 19,106,048 | 3,438,670 |
Shares Issued | 19,106,048 | 3,438,670 |
Liquidation Preference (in Dollars per share) | $ 28,239 | $ 5,082 |
Carrying Value (in Dollars) | $ 4,967 | $ 4,967 |
Series B Preferred Stock [Member] | ||
Preferred stock (Details) - Schedule of preferred stock authorized, issued and outstanding [Line Items] | ||
Shares Authorized | 33,702,134 | 6,065,646 |
Shares Issued | 33,702,134 | 6,065,646 |
Liquidation Preference (in Dollars per share) | $ 66,360 | $ 11,943 |
Carrying Value (in Dollars) | $ 11,038 | $ 11,038 |
Series C Preferred Stock [Member] | ||
Preferred stock (Details) - Schedule of preferred stock authorized, issued and outstanding [Line Items] | ||
Shares Authorized | 5,687,525 | 1,041,607 |
Shares Issued | 5,687,525 | 1,023,631 |
Liquidation Preference (in Dollars per share) | $ 38,163 | $ 6,869 |
Carrying Value (in Dollars) | $ 11,837 | $ 11,837 |
Series C-1 Preferred Stock [Member] | ||
Preferred stock (Details) - Schedule of preferred stock authorized, issued and outstanding [Line Items] | ||
Shares Authorized | 4,436,090 | 798,399 |
Shares Issued | 4,436,090 | 798,399 |
Liquidation Preference (in Dollars per share) | $ 89,298 | $ 16,072 |
Carrying Value (in Dollars) | $ 16,061 | $ 16,061 |
Series D Preferred Stock [Member] | ||
Preferred stock (Details) - Schedule of preferred stock authorized, issued and outstanding [Line Items] | ||
Shares Authorized | 20,258,299 | 3,646,050 |
Shares Issued | 20,258,299 | 3,646,050 |
Liquidation Preference (in Dollars per share) | $ 527,992 | $ 95,027 |
Carrying Value (in Dollars) | $ 85,648 | $ 85,648 |
Series D-1 Preferred Stock [Member] | ||
Preferred stock (Details) - Schedule of preferred stock authorized, issued and outstanding [Line Items] | ||
Shares Authorized | 8,418,535 | 1,515,152 |
Shares Issued | 8,418,535 | 1,515,152 |
Liquidation Preference (in Dollars per share) | $ 277,812 | $ 50,000 |
Carrying Value (in Dollars) | $ 49,957 | $ 49,957 |
Series D-2 Preferred Stock [Member] | ||
Preferred stock (Details) - Schedule of preferred stock authorized, issued and outstanding [Line Items] | ||
Shares Authorized | 8,418,530 | 1,515,151 |
Shares Issued | 8,418,530 | 1,515,151 |
Liquidation Preference (in Dollars per share) | $ 277,811 | $ 50,000 |
Carrying Value (in Dollars) | $ 49,949 | $ 49,949 |
Series D-3 Preferred Stock [Member] | ||
Preferred stock (Details) - Schedule of preferred stock authorized, issued and outstanding [Line Items] | ||
Shares Authorized | 6,922,165 | 3,750,000 |
Shares Issued | 6,922,165 | 1,245,838 |
Liquidation Preference (in Dollars per share) | $ 276,887 | $ 49,834 |
Carrying Value (in Dollars) | $ 50,046 | $ 50,046 |
Series D-3A Preferred Stock [Member] | ||
Preferred stock (Details) - Schedule of preferred stock authorized, issued and outstanding [Line Items] | ||
Shares Authorized | 20,835,869 | 4,545,454 |
Shares Issued | ||
Liquidation Preference (in Dollars per share) | ||
Carrying Value (in Dollars) |
Stock Incentive Plans (Detail_6
Stock Incentive Plans (Details) - Schedule of stock options outstanding and exercisable - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Schedule Of Stock Options Outstanding And Exercisable Abstract | |||
Number of Shares, Outstanding at Beginning balance | 30,361,405 | 28,772,180 | 28,772,180 |
Weighted Average Exercise Price, Outstanding at Beginning balance | $ 3.45 | $ 2.38 | $ 2.38 |
Weighted Average Remaining Contractual Term (Years), Outstanding at Beginning balance | 6 years 9 months 10 days | 6 years 9 months | |
Average Intrinsic Value, Outstanding at Beginning balance | $ 168,923 | $ 36,987 | $ 36,987 |
Number of Shares, Granted | 391,619 | 5,203,804 | |
Weighted Average Exercise Price, Granted | $ 6.17 | $ 6.84 | |
Number of Shares, Exercised | (3,139,565) | (2,178,412) | |
Weighted Average Exercise Price, Exercised | $ 1.16 | $ 0.87 | |
Average Intrinsic Value, Exercised | $ 21,751 | $ 5,947 | |
Number of Shares, Forfeited or cancelled | (663,656) | (1,801,023) | |
Weighted Average Exercise Price, Forfeited or cancelled | $ 4.51 | $ 3.11 | |
Number of Shares, Outstanding at Ending balance | 26,949,803 | 29,996,549 | 30,361,405 |
Weighted Average Exercise Price, Outstanding at Ending balance | $ 3.73 | $ 3.22 | $ 3.45 |
Weighted Average Remaining Contractual Term (Years), Outstanding at Ending balance | 6 years 6 months 10 days | 6 years 10 months 6 days | |
Average Intrinsic Value, Outstanding at Ending balance | $ 14,790 | $ 172,816 | $ 168,923 |
Number of Shares, Exercisable | 18,698,462 | 17,350,839 | |
Weighted Average Exercise Price, Exercisable | $ 2.83 | $ 2.06 | |
Weighted Average Remaining Contractual Term (Years), Exercisable | 5 years 7 months 28 days | 5 years 2 months 19 days | |
Average Intrinsic Value, Exercisable | $ 14,511 | $ 119,390 |
Stock Incentive Plans (Detail_7
Stock Incentive Plans (Details) - Schedule of weighted average calculated fair value of the options granted to employees - Restricted Stock Units [Member] | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Stock Incentive Plans (Details) - Schedule of weighted average calculated fair value of the options granted to employees [Line Items] | ||
Expected dividend yield | 0% | 0% |
Expected volatility | 51% | 42% |
Expected term (years) | 5 years 10 months 17 days | 6 years 3 days |
Risk free interest rate | 2.58% | 1.11% |
Stock Incentive Plans (Detail_8
Stock Incentive Plans (Details) - Schedule of restricted stock unit activity | 9 Months Ended |
Sep. 30, 2022 $ / shares shares | |
Schedule Of Restricted Stock Unit Activity Abstract | |
Number of Shares, Outstanding Beginning balance | shares | |
Weighted Average Grant Date Fair Value, Outstanding Beginning balance | $ / shares | |
Number of Shares, Granted | shares | 15,802,990 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | $ 5.02 |
Number of Shares, Vested | shares | (631,925) |
Weighted Average Grant Date Fair Value, Vested | $ / shares | $ 3.79 |
Number of Shares, Forfeited | shares | (68,772) |
Weighted Average Grant Date Fair Value, Forfeited | $ / shares | $ 9.77 |
Number of Shares, Outstanding Ending | shares | 15,102,293 |
Weighted Average Grant Date Fair Value, Outstanding Ending | $ / shares | $ 5.02 |
Stock Incentive Plans (Detail_9
Stock Incentive Plans (Details) - Schedule of assumptions under the Monte Carlo simulation model and the calculated fair value of the Market-Based RSUs granted to employees | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Schedule Of Assumptions Under The Monte Carlo Simulation Model And The Calculated Fair Value Of The Market Based Rsus Granted To Employees Abstract | ||
Expected volatility | 52% | 44% |
Expected term (years) | 4 years | 1 year 10 months 20 days |
Drift rate | 2.90% |
Stock Incentive Plans (Detai_10
Stock Incentive Plans (Details) - Schedule of operations and comprehensive loss - Operating Expenses [Member] - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Cost of revenues | $ 57 | $ 68 | ||
Sales and marketing | 1,077 | 92 | 1,873 | 294 |
Research and development | 4,668 | 943 | 9,011 | 2,939 |
General and administrative | 3,371 | 280 | 8,548 | 816 |
Total | $ 9,173 | $ 1,315 | $ 19,500 | $ 4,049 |
Leases (Details) - Schedule o_4
Leases (Details) - Schedule of aggregate noncancelable future minimum lease payments - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Operating Lease [Member] | ||
Leases (Details) - Schedule of aggregate noncancelable future minimum lease payments [Line Items] | ||
Remainder of 2022 | $ 939 | $ 3,544 |
2023 | 3,688 | 3,543 |
2024 | 3,194 | 3,288 |
2025 | 875 | 962 |
2026 | 418 | 505 |
Thereafter | 1,533 | 1,785 |
Total | 10,647 | 13,627 |
Less: imputed interest | (1,130) | (1,735) |
Present value of lease liabilities | 9,517 | 11,892 |
Less: current portion | (3,281) | (3,281) |
Lease liabilities, net of current portion | 6,236 | 8,611 |
Financing Lease [Member] | ||
Leases (Details) - Schedule of aggregate noncancelable future minimum lease payments [Line Items] | ||
Remainder of 2022 | 63 | 1,383 |
2023 | 189 | 189 |
2024 | 122 | 122 |
2025 | 12 | 11 |
2026 | ||
Thereafter | ||
Total | 386 | 1,705 |
Less: imputed interest | (39) | (112) |
Present value of lease liabilities | 347 | 1,593 |
Less: current portion | (179) | (1,301) |
Lease liabilities, net of current portion | $ 168 | $ 292 |
Leases (Details) - Schedule o_5
Leases (Details) - Schedule of the components of lease cost - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Operating Lease [Member] | ||||
Leases (Details) - Schedule of the components of lease cost [Line Items] | ||||
Operating lease cost | $ 851 | $ 790 | $ 2,570 | $ 2,466 |
Short-term lease cost | 184 | 151 | 321 | 434 |
Finance Lease [Member] | ||||
Financing lease cost: | ||||
Amortization of finance leased assets | 170 | 623 | 946 | 1,912 |
Interest of lease liabilities | $ 12 | $ 209 | $ 71 | $ 676 |
Leases (Details) - Schedule o_6
Leases (Details) - Schedule of additional information related to our leases | Sep. 30, 2022 | Dec. 31, 2021 |
Financing Lease [Member] | ||
Leases (Details) - Schedule of additional information related to our leases [Line Items] | ||
Weighted average remaining lease term (years) | 3 years 8 months 4 days | 1 year 2 months 19 days |
Weighted average discount rate | 5.92% | 13.21% |
Operating Lease [Member] | ||
Leases (Details) - Schedule of additional information related to our leases [Line Items] | ||
Weighted average remaining lease term (years) | 1 year 11 months 15 days | 4 years 6 months 3 days |
Weighted average discount rate | 10.61% | 5.94% |
Other Income (Expense), Net (_2
Other Income (Expense), Net (Details) - Schedule of other income (expense), net on the condensed consolidated statements of operations and comprehensive loss - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Other income (expense), net | ||||||
Interest income | $ 186 | $ 225 | $ 6 | $ 7 | $ 168 | |
Change in fair value of derivative and warrant liability | (2,478) | (606) | (3,792) | (4,920) | (1,806) | |
Other expense, net | (70) | (260) | (337) | (494) | $ (502) | $ 17 |
Total other income (expense), net | $ 116 | $ (2,738) | $ (718) | $ (4,280) |
Net Loss Per Share (Details) _4
Net Loss Per Share (Details) - Schedule of basic and diluted net loss per share - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Numerator: | ||||||
Net loss | $ (28,922) | $ (23,781) | $ (84,693) | $ (57,693) | $ (79,540) | $ (74,407) |
Denominator: | ||||||
Weighted average shares outstanding – basic and dilutive | 197,006,980 | 67,718,940 | 143,338,517 | 67,021,176 | 12,104,523 | 11,780,078 |
Basic and diluted net loss per share | $ (0.15) | $ (0.35) | $ (0.59) | $ (0.86) | $ (6.57) | $ (6.59) |
Net Loss Per Share (Details) _5
Net Loss Per Share (Details) - Schedule of basic and diluted net loss per share (Parentheticals) - $ / shares | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule Of Basic And Diluted Net Loss Per Share Abstract | ||||||
Weighted average shares outstanding – basic and dilutive | 197,006,980 | 67,718,940 | 143,338,517 | 67,021,176 | 12,104,523 | 11,780,078 |
Diluted net loss per share | $ (0.15) | $ (0.35) | $ (0.59) | $ (0.86) | $ (6.57) | $ (6.59) |
Net Loss Per Share (Details) _6
Net Loss Per Share (Details) - Schedule of outstanding shares of potentially dilutive securities - shares | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total | 45,718,092 | 138,108,968 | 24,444,789 |
Series C warrants [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total | 745,235 | 134,126 | |
Common stock warrants [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total | 3,665,996 | 1,063,214 | |
Redeemable convertible preferred stock [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total | 106,303,970 | ||
Stock options [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total | 26,949,803 | 29,996,549 | 5,178,276 |
Restricted stock units (RSUs) [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total | 15,102,293 |
Income taxes (Details) - Sche_5
Income taxes (Details) - Schedule of tax expense and the effective tax rate - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Schedule Of Tax Expense And The Effective Tax Rate Abstract | ||||
Loss before income taxes | $ (28,058) | $ (22,591) | $ (83,088) | $ (56,293) |
Income tax expense | $ 864 | $ 1,190 | $ 1,605 | $ 1,400 |
Effective tax rate | (3.08%) | (5.27%) | (1.93%) | (2.49%) |