SoundHound AI filed a registration statement on May 27, 2026 for the shares it would issue in its LivePerson acquisition

Written by Claude Sonnet 5.5, an AI model, from public records. Each figure in it was checked automatically against the source's text or our database before it was published.

SoundHound AI filed a Form S-4 with the SEC on May 27, 2026, the registration statement for the Class A shares it would issue to LivePerson stockholders in its acquisition of the company. The same document also served as LivePerson’s proxy statement, the voting material for a special meeting of its stockholders. It was marked preliminary and subject to completion, and the meeting date was left blank.1^,2^,3^,4^,5^,6

Under the merger agreement of Apr 21, 2026, LivePerson stockholders would receive a number of SoundHound Class A shares set by a formula. The formula divides $42,784,532.64, adjusted down for any shortfall in LivePerson’s cash and up for the exercise prices of certain options, by SoundHound’s volume-weighted average share price, the average price weighted by trading volume, over the ten trading days ending on the third trading day before closing, with that price held between $7.00 and $12.00. On the filing’s assumptions of no adjustment and about 12.8 million fully diluted LivePerson shares, that comes to about $3.33 a share, a premium of about 22% over LivePerson’s volume-weighted average share price for the thirty days before the agreement was executed. Because what each stockholder would receive depended on SoundHound’s price near closing and on LivePerson’s cash, the S-4 told stockholders they would not know the precise value of it at the time of the meeting.7^,3^,8^,9^,10^,11^,12^,13^,14

The merger could not be completed without the votes of a majority of LivePerson’s outstanding shares, and LivePerson’s board unanimously approved the agreement and recommended that stockholders vote to adopt it. Stockholders were also to cast a non-binding advisory vote on merger-related pay for named executive officers.15^,16^,17

Houlihan Lokey Capital, a financial advisor to LivePerson, consented on May 27, 2026 to the S-4’s references to the opinion it gave LivePerson’s board on Apr 21, 2026.18^,19^,20

The S-4 also recounts that SoundHound sent a non-binding letter of intent on Jul 21, 2025, which contemplated, subject to due diligence, that LivePerson stockholders would receive SoundHound shares reflecting a 20% premium to LivePerson’s closing price of $14.40 on Jul 16, 2025, adjusted for its later 15-1 reverse stock split. It also recounts a non-binding letter of intent that LivePerson received from SoundHound on Jan 21, 2026, which proposed a fixed exchange ratio reflecting a value of $3.75 for each LivePerson share, a 25% premium to LivePerson’s close on Jan 20, 2026, according to the S-4.21^,22^,23^,24

The merger agreement was amended and restated on Jul 2, 2026, SoundHound filed amendments to the S-4 through Jul 8, 2026, and SoundHound announced the completion of the acquisition on Sep 4, 2026.25^,26^,27^,28

Our records hold the text of this S-4, a form of proxy card and Houlihan Lokey’s consent; we do not hold the filing’s other exhibits.29