Registration Statement Additional Securities Form S 3MEF

As filed with the Securities and Exchange Commission on November 8, 2024

Registration No. 333-__________

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

SOUNDHOUND AI, INC.

(Exact name of registrant as specified in its charter)

Delaware		86-1286799
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification Number)

5400 Betsy Ross Drive,

Santa Clara, CA 95054

(408) 441 - 3200

(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)

Dr. Keyvan Mohajer

SoundHound AI, Inc.

Chief Executive Officer

5400 Betsy Ross Drive,

Santa Clara, CA 95054

(408) 441-3200

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Please send a copy of all communications to:

Douglas Ellenoff, Esq.

Matthew Bernstein, Esq.

Ellenoff Grossman & Schole LLP

1345 Avenue of the Americas

New York, New York 10105-0302

(212) 370-1300

Approximate date of commencement proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ 333-273393

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☒	Accelerated filer ☐
Non-accelerated filer ☐	Smaller reporting company ☐
	Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

This registration statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) of the Securities Act of 1933, as amended.

EXPLANATORY NOTE AND INCORPORATION BY REFERENCE

Pursuant to Rule 462(b) under the Securities Act of 1933, as amended, SoundHound AI, Inc. (the "Registrant") is filing this Registration Statement on Form S-3 (this "Registration Statement") with the Securities and Exchange Commission (the "Commission"). This Registration Statement relates to the public offering of securities contemplated by the Registration Statement on Form S-3 (File No. 333-273393) (the "Prior Registration Statement"), which was declared effective by the Commission on August 4, 2023.

The Registrant is filing this Registration Statement for the sole purpose of increasing the aggregate amount of securities offered by the Registrant by a proposed additional aggregate offering price of $20,000,000. The additional securities that are being registered for issuance and sale are in an amount and at a price that together represent no more than 20% of the maximum aggregate offering price of unsold securities under the Prior Registration Statement. The information set forth in the Prior Registration Statement, including all information incorporated by reference therein, and all exhibits to the Prior Registration Statement are hereby incorporated by reference into this Registration Statement.

The required opinion and consents are listed on an Exhibit Index attached hereto and filed herewith.

EXHIBIT INDEX

The following exhibits are filed with this Registration Statement.

Exhibit
Number		Description of Document
5.1*		Opinion of Ellenoff Grossman & Schole LLP
23.1*		Consent of PricewaterhouseCoopers LLP
23.2*		Consent of Armanino LLP
23.3*		Consent of Ernst & Young LLP
23.4*		Consent of Ellenoff Grossman & Schole (included in Exhibit 5.1)
24		Power of Attorney (incorporated by reference to Exhibit 24 of the Prior Registration Statement)
107*		Calculation of Filing Fee Table

*	Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Santa Clara, State of California, on this 8^th day of November, 2024.

	SoundHound AI, Inc.
	/s/ Dr. Keyvan Mohajer
	Name:	Dr. Keyvan Mohajer
	Title:	Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons on behalf of the Registrant in the capacities and on the dates indicated.

Signature		Title		Date
/s/ Keyvan Mohajer		Chief Executive Officer		November 8, 2024
Keyvan Mohajer		(Principal Executive Officer)
/s/ Nitesh Sharan		Chief Financial Officer		November 8, 2024
Nitesh Sharan		(Principal Financial and Accounting Officer)
*		Director		November 8, 2024
James Hom
*		Director		November 8, 2024
Dr. Eric Ball
*		Director		November 8, 2024
Larry Marcus
*		Director		November 8, 2024
Diana Sroka

* By:	/s/ Dr. Keyvan Mohajer
	Dr. Keyvan Mohajer
	Attorney-in-Fact

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