FilingsDeal filing

SoundHound AI agreed on Apr 21, 2026 to buy LivePerson for $43 million in equity value

LivePerson’s stockholders were to be paid in SoundHound shares, and holders of its secured notes agreed to take shares and cash in a restructuring signed the same day.

Form8-K
FiledApr 21
Items1.01, 3.02, 7.01
CompanySoundHound AI

SoundHound AI entered into a merger agreement on Apr 21, 2026 to acquire LivePerson, an enterprise conversational AI company, at an equity value of $43 million, the value of the shares alone, before debt. SoundHound said the offer was a premium of about 22% over the average price LivePerson’s stock traded at, weighted by volume, over the thirty days before signing. The S-4 registration statement SoundHound filed on May 27, 2026 put the offer at about $3.33 a share, assuming no adjustment to the consideration pool and about 12.8 million fully diluted LivePerson shares.123456

Under the agreement as first signed, a SoundHound subsidiary was to merge into LivePerson, which would survive as an indirect, wholly owned subsidiary of SoundHound. LivePerson stockholders were to receive SoundHound Class A shares. The number of shares was set by dividing a pool of about $42.8 million, before adjustments, by SoundHound’s volume-weighted average share price over the ten trading days ending three trading days before closing, with that price held between $7 and $12. The pool was cut by any shortfall in LivePerson’s cash against a minimum that started at $74 million, or $71 million for a closing in July.789101112

Also on Apr 21, 2026, SoundHound signed a Notes Restructuring Agreement with LivePerson and the holders of its secured notes due 2029. First-lien holders were to receive SoundHound shares equal to $178 million divided by the same closing share price, plus cash paid by LivePerson; second-lien holders, shares equal to $83 million divided by it, plus a cash amount.131415

SoundHound said the deal implied a total enterprise value of $250 million, a measure that adds debt to the value of the shares and subtracts cash, after significant discounts on LivePerson’s remaining debt. It said it expected to receive $74 million of LivePerson’s cash at closing, before repayment of the 2026 convertible notes, and would retire the discounted debt with a mix of cash and equity, at its discretion. It expected the combined company to have no debt.161718

SoundHound said the combination would unify its voice and agentic AI platform with LivePerson’s digital engagement capabilities, which it said powered one billion customer messages per month. It called LivePerson its fifth strategic acquisition and said the combined company expected a $500 million revenue opportunity.192021

Closing needed the approval of LivePerson stockholders and approvals under foreign direct investment laws, among other conditions. Either side could end the agreement if the merger was not completed by Oct 21, 2026, a date extendable to Dec 5, 2026 for regulatory approvals.2223

The merger agreement was amended and restated on Jul 2, 2026, and SoundHound announced the completion of the acquisition on Sep 4, 2026. In the filing that reported the completion, each LivePerson share, apart from certain excluded shares, converted into the right to receive 0.4673 SoundHound shares.24252627

Our records hold the text of this 8-K, the current report in which SoundHound disclosed the deal, and the joint press release; we do not hold the merger agreement or the Notes Restructuring Agreement filed as exhibits.28

How each figure was checked28 facts
  1. the 8-K gives Apr 21, 2026 as the day SoundHound entered into the merger agreementApril 21, 2026SEC EDGAR, Form 8-K filed Apr 21, 2026 ↗
  2. what LivePerson is, per the joint press releaseJoint press release of SoundHound AI and LivePerson, Apr 21, 2026 (Exhibit 99.1 to the 8-K) ↗
  3. SoundHound words $43M as the equity value of the acquisition$43 millionJoint press release of SoundHound AI and LivePerson, Apr 21, 2026 (Exhibit 99.1 to the 8-K) ↗
  4. the S-4 states a $3.33 per-share value and a 22% premium over the 30-day average price before signing$3.33; 22%; thirtySEC EDGAR, Form S-4 filed May 27, 2026 ↗
  5. the S-4 assumes no adjustment and about 12.8 million fully diluted shares12.8 millionSEC EDGAR, Form S-4 filed May 27, 2026 ↗
  6. when the S-4 was filedMay 27, 2026Our database
  7. how the merger is structuredSEC EDGAR, Form 8-K filed Apr 21, 2026 ↗
  8. LivePerson shares convert into SoundHound Class A sharesSEC EDGAR, Form 8-K filed Apr 21, 2026 ↗
  9. the aggregate consideration amount before adjustments$42,784,532.64SEC EDGAR, Form 8-K filed Apr 21, 2026 ↗
  10. SoundHound closing stock price: volume-weighted average over ten trading daysten (10) trading days; three (3) trading daysSEC EDGAR, Form 8-K filed Apr 21, 2026 ↗
  11. the closing stock price is held between $7 and $12$12; $7SEC EDGAR, Form 8-K filed Apr 21, 2026 ↗
  12. the LivePerson shortfall cash minimum$74,000,000; $71,000,000SEC EDGAR, Form 8-K filed Apr 21, 2026 ↗
  13. the Notes Restructuring Agreement signed the same dayApril 21, 2026; 2029SEC EDGAR, Form 8-K filed Apr 21, 2026 ↗
  14. what first-lien holders accept$178,007,733.68SEC EDGAR, Form 8-K filed Apr 21, 2026 ↗
  15. what second-lien holders accept$83,207,733.68SEC EDGAR, Form 8-K filed Apr 21, 2026 ↗
  16. SoundHound words $250M as the total enterprise value the transaction implies$250 millionJoint press release of SoundHound AI and LivePerson, Apr 21, 2026 (Exhibit 99.1 to the 8-K) ↗
  17. LivePerson cash SoundHound expected to receive at closing$74 million; 2026Joint press release of SoundHound AI and LivePerson, Apr 21, 2026 (Exhibit 99.1 to the 8-K) ↗
  18. how the discounted debt was to be retiredJoint press release of SoundHound AI and LivePerson, Apr 21, 2026 (Exhibit 99.1 to the 8-K) ↗
  19. the combination joins SoundHound voice and agentic AI with LivePerson digital engagement, which powers one billion messages a monthone billion customer messages per monthJoint press release of SoundHound AI and LivePerson, Apr 21, 2026 (Exhibit 99.1 to the 8-K) ↗
  20. LivePerson is SoundHound fifth strategic acquisitionfifthJoint press release of SoundHound AI and LivePerson, Apr 21, 2026 (Exhibit 99.1 to the 8-K) ↗
  21. the revenue opportunity SoundHound stated$500 millionJoint press release of SoundHound AI and LivePerson, Apr 21, 2026 (Exhibit 99.1 to the 8-K) ↗
  22. closing conditionsSEC EDGAR, Form 8-K filed Apr 21, 2026 ↗
  23. the outside date of the merger agreementOctober 21, 2026; December 5, 2026SEC EDGAR, Form 8-K filed Apr 21, 2026 ↗
  24. the 8-K filed Jul 2, 2026 gives Jul 2, 2026 as the day of the amended and restated merger agreementJuly 2, 2026SEC EDGAR, Form 8-K filed Jul 2, 2026 ↗
  25. the July 2 agreement amends and restates the April 21 merger agreementApril 21, 2026SEC EDGAR, Form 8-K filed Jul 2, 2026 ↗
  26. the press release dated Sep 4, 2026 announces the completionSeptember 04, 2026SoundHound AI press release of Sep 4, 2026 (Exhibit 99.1 to the 8-K) ↗
  27. the exchange ratio in the closing 8-K0.4673SEC EDGAR, Form 8-K filed Sep 4, 2026 ↗
  28. which documents of the filing our records holdOur database

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The record

Company
SoundHound AI (CIK 1840856)
Form
8-K
Accession
0001213900-26-045987
Filed
Apr 21, 2026
Period of report
Apr 21, 2026
Items
1.01 Material agreement, 3.02 Unregistered share sale, 7.01 Reg FD disclosure
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The deal

Completed

10 filings, from Apr 21, 2026 to Sep 4, 2026. The other side: LIVEPERSON INC.

  1. Apr 21, 2026

    Material agreement, Unregistered share sale, Reg FD disclosure8-KThis filing

    Item 1.01: the company reports a material agreement. The item doesn't say what the agreement is.

    SEC EDGAR ↗
  2. Apr 21, 2026 – Sep 2, 2026
    Merger communication4254 filings
    1. Apr 21, 2026425Merger communicationStorySEC EDGAR ↗
    2. Jul 2, 2026425Merger communicationStorySEC EDGAR ↗
    3. Jul 24, 2026425Merger communicationStorySEC EDGAR ↗
    4. Sep 2, 2026425Merger communicationStorySEC EDGAR ↗

    A communication about the deal to shareholders or the public, filed under SEC rule 425.

  3. May 27, 2026 – Jul 8, 2026
    Merger registration statementS-43 filings
    1. May 27, 2026S-4Merger registration statementStorySEC EDGAR ↗
    2. Jul 2, 2026S-4/AMerger registration statement, amendedSEC EDGAR ↗
    3. Jul 8, 2026S-4/AMerger registration statement, amendedSEC EDGAR ↗

    Registers the shares a company will issue in a merger.

  4. Jul 2, 2026

    Material agreement8-K

    Item 1.01: the company reports a material agreement. The item doesn't say what the agreement is.

    SEC EDGAR ↗
  5. Sep 4, 2026

    Material agreement, Acquisition or sale of assets, Unregistered share sale, Officers, directors or their pay, Reg FD disclosure, Other events8-K

    Item 2.01: the company reports an acquisition or a sale of assets. The 8-K's own text says the transaction was completed.

    SEC EDGAR ↗

An 8-K reports an acquisition or a sale of assets (item 2.01) and its own text says the transaction was completed. It closes this deal: a later filing starts another.

The whole deal →

About SoundHound AI

SoundHound AI page →
RevenueNot publishedFor the year to Dec 31, 2024
Operating income−$341.35 millionYear to Dec 31, 2024 · −397.54% year over year
Net income−$350.68 millionYear to Dec 31, 2024 · −294.3% year over year

The year to Dec 31, 2025 was filed and awaits our check.

Source: SEC EDGAR XBRL financial data · filed Nov 14, 2022

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Sources

  1. SEC EDGAR, Form 8-K filed Apr 21, 2026
  2. How we collect our data

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