Form 8-K

8-K — SOUNDHOUND AI, INC.

Accession: 0001213900-26-077663

Filed: 2026-07-13

Period: 2026-07-13

CIK: 0001840856

SIC: 7372 (SERVICES-PREPACKAGED SOFTWARE)

Item: Financial Statements and Exhibits

Documents

8-K — ea0297736-8k_sound.htm (Primary)

EX-99.1 — UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION OF SOUNDHOUND AI, INC. AND LIVEPERSON, INC. AS OF AND FOR THE YEAR ENDED DECEMBER 31, 2025 AND THE THREE MONTHS ENDED MARCH 31, 2026 (ea029773601ex99-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

July 13, 2026

SOUNDHOUND AI, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-40193

85-1286799

(State or other jurisdiction

of incorporation)

(Commission File Number)

(I.R.S. Employer

Identification No.)

5400 Betsy Ross Drive

Santa Clara, CA

95054

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including

area code: (408) 441-3200

(Former name or former address, if changed since

last report)

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General

Instruction A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Title of each class

Trading Symbol

Name of each exchange on which registered

Class A Common Stock, $0.0001 par value per share

SOUN

The Nasdaq Stock Market LLC

Warrants, each exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share, subject to adjustment

SOUNW

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the

Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 13(a) of the Exchange Act. ☐

Item 9.01. Financial Statement and Exhibits.

(b) Pro Forma Financial Information

As previously disclosed by

SoundHound AI, Inc. (the “Company”) in its Current Report on Form 8-K filed with the Securities and Exchange Commission

on July 2, 2026, the Company entered into an Amended and Restated Merger Agreement (the “Amended and Restated Merger Agreement”)

with LivePerson, Inc., Lightspeed Merger Sub Inc. and Lightspeed Merger Sub II Inc.

In connection with the Amended

and Restated Merger Agreement, the Company revised the unaudited pro forma condensed combined financial information of the Company and

LivePerson as of and for the year ended December 31, 2025 and the three months ended March 31, 2026, which is attached hereto as Exhibit

99.1 and incorporated herein by reference.

Exhibit

Number

Description

99.1

Unaudited pro forma condensed combined financial information of SoundHound AI, Inc. and LivePerson, Inc. as of and for the year ended December 31, 2025 and the three months ended March 31, 2026.

104

Cover Page Interactive Data File (formatted as inline XBRL)

SIGNATURE

Pursuant to the requirements

of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto

duly authorized.

Dated: July 13, 2026

SoundHound AI, Inc.

/s/ Keyvan Mohajer

Name:

Keyvan Mohajer

Title:

Chief Executive Officer

EX-99.1

Filename: ea029773601ex99-1.htm · Sequence: 2

Exhibit 99.1

Unaudited

Pro Forma Condensed Combined Financial Information

The unaudited pro forma condensed

combined financial information of SoundHound AI, Inc. (“SoundHound” or the “Company”) has been prepared in

accordance with Article 11 of Regulation S-X and presents the combination of the historical financial information

of SoundHound and LivePerson, Inc. (“LivePerson” or the “Target”), adjusted to give effect to the LivePerson Merger

(as defined below). The unaudited pro forma condensed combined financial information of SoundHound also gives effect to the acquisition

of Interactions Corporation (“Interactions”) that occurred on September 3, 2025 but was not reflected in the historical

financial information of SoundHound for a full fiscal year.

Description of the Acquisitions

On April 21, 2026, SoundHound,

LivePerson and Lightspeed Merger Sub, Inc., an indirect, wholly owned subsidiary of SoundHound (“Merger Sub I”) entered into

a Merger Agreement (the “Original Merger Agreement”), which was subsequently amended and restated on July 2, 2026, among SoundHound,

LivePerson, Merger Sub I and Lightspeed Merger Sub II, Inc., an indirectly, wholly owned subsidiary of SoundHound (“Merger Sub II”)

(the Original Merger Agreement, as amended and restated, the “Merger Agreement”). Upon the terms and subject to the conditions

set forth in the Merger Agreement, Merger Sub I will be merged with and into LivePerson (the “First Merger”), with LivePerson

surviving the First Merger as an indirect, wholly owned subsidiary of SoundHound and, immediately following the First Merger, Merger Sub

II will be merged with and into LivePerson (the “Second Merger,” and together with the First Merger, collectively the “LivePerson

Merger”), with LivePerson surviving the Second Merger as an indirect, wholly owned subsidiary of SoundHound. Also on April 21, 2026,

concurrently with the execution of the Original Merger Agreement, SoundHound entered into a Notes Restructuring Agreement (the “Notes

Restructuring Agreement”, together with the Merger Agreement, collectively, the “Transaction Agreements”) with LivePerson

and the Secured Holders (as defined below), pursuant to which, and on the terms and subject to the conditions thereof, among other things,

the Secured Holders have agreed to release and deem satisfied the Secured Notes for the consideration contemplated thereby.

The Merger Agreement provides

for a two-step transaction for holders of LivePerson common stock.

● First, all shares of LivePerson common stock other than shares

listed on the Tel Aviv Stock Exchange Ltd. (the “non-TASE Shares”) will be cancelled and converted into the right to receive

the consideration described below, while the shares listed on the Tel Aviv Stock Exchange Ltd., (the “TASE Shares”) will

remain issued and outstanding.

● Second, the TASE

Shares will automatically be converted into the right to receive cash consideration, except for TASE Shares held by holders or beneficial

owners of TASE Shares who (i) do not vote in favor of the merger proposal, (ii) properly demand appraisal of their shares of LivePerson

Common Stock, (iii) continuously hold or beneficially own such shares through TASECH from the date of making the demand through the effective

time of the Second Merger, (iv) otherwise comply with Section 262 of the DGCL and (v) do not withdraw or otherwise lose their appraisal

rights. The Company expects all TASE Shares to be converted into cash consideration, except to the extent any TASE Shares are paid through

the appraisal process.

Under the terms of the Transaction

Agreements, total consideration consisted of the following:

i. Shares of SoundHound Class A common stock issued to holders

of LivePerson’s First Lien Convertible Senior Notes due 2029 and 10.0% Second Lien Senior Subordinated Secured Notes (collectively,

the “Secured Notes,” and the holders of such Secured Notes, the “Secured Holders”) equal to approximately $178.0 million

and $83.2 million (the “First and Second Lien Stock Consideration”), respectively, each divided by the SoundHound Closing

Stock Price.

ii. Consideration issued to holders of LivePerson common stock with

an aggregate value of $42.8 million (the “Shareholder Consideration Amount”), subject to adjustment for LivePerson’s

closing cash balance relative to a $74.0 million minimum cash threshold, divided by the SoundHound Closing Stock Price (the “Closing

Merger Consideration”), and settled as follows:

a. shares of SoundHound Class A common stock issued to holders

of the non-TASE Shares,

b. cash consideration to holders of the TASE Shares, subject to

a cap of $7.5 million.

iii. Replacement restricted stock units (RSUs) and cash-settled awards

issued to continuing LivePerson employees in exchange for outstanding unvested equity awards. All out-of-the-money stock options and

warrants were cancelled at closing for no consideration.

The SoundHound Closing Stock

Price is determined based on the average of the daily volume-weighted average prices of a share of SoundHound Common Stock on each of

the ten consecutive trading days ending on and including the trading day that is three trading days prior to the closing

date, subject to a collar of $7.00 (floor) and $12.00 (cap) per share. SoundHound retains the right to substitute cash in lieu of all

or a portion of the stock consideration payable to Secured Note holders.

As of March 31, 2026,

LivePerson had approximately $20.1 million in aggregate principal amount of 0% Convertible Notes due 2026 outstanding. Pursuant to

the Merger Agreement, LivePerson is required to use commercially reasonable best efforts to retire these notes at or prior to closing.

The determination of estimated

preliminary consideration under GAAP and the preliminary purchase price allocation, including the fair value of assets acquired and liabilities

assumed, are accounted for as a business combination under ASC 805, Business Combinations, and are discussed in Note 4

to the Unaudited Pro Forma Condensed Combined Financial Statements included herein.

Description of Interactions Acquisition during

the year ended December 31, 2025

On September 3, 2025,

SoundHound completed its acquisition of Interactions (the “Interactions Acquisition”, “Acquisition”), pursuant

to the terms of the Agreement and Plan of Merger entered into by and among SoundHound, Iris Merger

Sub, Inc., Interactions Corporation and Shareholder Representative Services LLC. The transaction included cash paid to selling shareholders,

repayment of Interactions’ outstanding debt at closing, payment of seller transaction expenses, customary cash holdbacks, and contingent

earnout consideration tied to specified future milestones. On the acquisition date, each outstanding share of Interactions’ capital

stock, stock options, warrants to purchase Interactions’ capital stock, and treasury stock were cancelled and extinguished without

any present or future right to receive any consideration with the exception of certain shares of Interactions’ preferred stock that

were converted into the right to receive the consideration defined above.

Other Information

The unaudited pro forma condensed

combined balance sheet as of March 31, 2026 combines the historical consolidated balance sheets of SoundHound and LivePerson, giving

effect to the acquisition as if it had occurred on March 31, 2026. The unaudited pro forma condensed combined statement of operations

for the three months ended March 31, 2026, and the year ended December 31, 2025, assumes that the LivePerson Merger and

the Interactions Acquisition (the “Transactions”) occurred as of January 1, 2025, and combines the historical results

of SoundHound, Interactions, and LivePerson giving pro forma effect for the periods then ended.

The unaudited pro forma condensed

combined financial information is derived from the historical financial information of SoundHound, Interactions, and LivePerson, and should

be read in conjunction with the following information:

● the historical audited consolidated financial statements of

SoundHound for the year ended December 31, 2025, included in its Annual Report on Form 10-K filed with the Securities and Exchange

Commission (“SEC”) on March 2, 2026,

● the historical unaudited condensed consolidated financial statements

of SoundHound for the three months ended March 31, 2026, included in its Quarterly Report on Form 10-Q filed with the

SEC on May 11, 2026,

● the historical audited consolidated financial statements of

LivePerson for the year ended December 31, 2025, included in its Annual Report on Form 10-K filed with the SEC on March 16,

2026,

● the historical unaudited condensed consolidated financial statements

of LivePerson, Inc. for the three months ended March 31, 2026, included in its Quarterly Report on Form 10-Q filed with

the SEC on May 8, 2026,

● the historical unaudited financial information of Interactions

for the period from January 1, 2025 to September 2, 2025, which is derived from the historical unaudited pro forma condensed

combined statement of operations of SoundHound for the nine months ended September 30, 2025, that are included as Exhibit 99.3

in the Company’s Report on Form 8-K/A filed with the SEC on November 17, 2025.

Assumptions underlying the

pro forma adjustments are described in the accompanying notes, which should be read in conjunction with the unaudited pro forma condensed

combined financial information. The transaction accounting adjustments are based on available information and assumptions that the Company’s

management believes are reasonable. Actual results and valuations may differ materially from the assumptions within the accompanying unaudited

pro forma condensed combined financial information.

The LivePerson Merger is subject

to closing adjustments that have not yet been finalized. Accordingly, the pro forma adjustments are preliminary and have been made solely

for the purpose of providing unaudited pro forma condensed combined financial information as required by SEC rules. Differences between

these preliminary estimates and the final acquisition accounting may be material.

SOUNDHOUND AI, INC.

Unaudited Pro Forma Condensed Combined Balance

Sheet

As of March 31, 2026

(in thousands)

SoundHound Consolidated

Balance Sheet Line Items

SoundHound

Historical

LivePerson

Historical

As Adjusted

(Note 2)

Transaction

Accounting

Adjustments

(Note 4)

Note

Pro Forma

Combined

ASSETS

Current assets:

Cash and cash equivalents

$ 215,642

$ 101,499

$ (54,751 )

4(a), 4(b), 4(c)

$ 262,390

Accounts receivable, net of allowances

30,068

25,664

—

55,732

Contract assets and unbilled receivable, net

32,752

3,365

—

36,117

Other current assets

10,343

15,417

—

25,760

Total current assets

288,805

145,945

(54,751 )

379,999

Restricted cash equivalents, non-current

676

—

676

Right-of-use assets

5,920

—

5,992

Property and equipment, net

2,863

4,616

—

7,479

Goodwill

122,277

184,540

(32,538 )

4(d)

274,279

Intangible assets, net

172,036

13,502

104,498

4(e)

290,036

Deferred tax asset

4,533

—

4,561

Contract assets and unbilled receivable, non-current, net

34,067

—

34,067

Other non-current assets

18,279

104,374

(104,098 )

4(f), 4(g)

18,555

Total assets

$ 644,951

$ 457,582

$ (86,889 )

$ 1,015,644

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

Current liabilities:

Accounts payable

$ 8,048

$ 4,357

$ —

$ 12,405

Accrued liabilities

29,321

47,661

(2,138 )

4(c), 4(h), 4(i)

74,844

Operating lease liabilities

2,751

—

2,838

Finance lease liabilities

289

—

289

Income tax liability

2,812

—

2,812

Deferred revenue

28,509

57,987

—

86,496

Other current liabilities

1,557

20,428

(20,071 )

4(c)

1,914

Total current liabilities

73,287

130,520

(22,209 )

181,598

Operating lease liabilities, net of current portion

3,186

—

3,186

Deferred revenue, net of current portion

6,756

—

6,756

Long-term debt

—

373,723

(373,723 )

4(c)

—

Contingent acquisition liabilities, net of current portion

87,334

—

87,334

Income tax liability, net of current portion

1,379

—

1,379

Deferred tax liability

2,209

4,199

—

6,408

Other non-current liabilities

10,134

636

—

10,770

Total liabilities

$ 184,285

$ 509,078

$ (395,932 )

$ 297,431

Stockholders’ equity (deficit):

Series A Preferred Stock

—

Class A Common Stock

173

(169 )

4(j)

Class B Common Stock

—

Treasury stock, at cost

—

(3 )

4(j)

—

Additional paid-in capital

1,442,560

1,023,338

(758,688 )

4(j)

1,707,210

Accumulated deficit

(982,094 )

(1,067,321 )

1,060,214

4(j)

(989,201 )

Accumulated other comprehensive income (loss)

160

(7,683 )

7,683

4(j)

160

Total stockholders’ equity (deficit)

$ 460,666

$ (51,496 )

$ 309,043

$ 718,213

Total liabilities and stockholders’ equity (deficit)

$ 644,951

$ 457,582

$ (86,889 )

$ 1,015,644

See Notes to the Unaudited Pro Forma Condensed

Combined Financial Information.

SOUNDHOUND AI, INC.

Unaudited Pro Forma Condensed Combined Statement of Operations

For the year ended December 31, 2025

(in thousands, except share and per share data)

SoundHound Consolidated Income

Statement Line Items

SoundHound

Historical

Interactions

Historical &

Transaction

Accounting

(Note 3)

LivePerson

Historical

As Adjusted

(Note 2)

Transaction

Accounting

Adjustments

(Note 4)

Note

Pro Forma

Combined

Revenues

$ 168,920

$ 42,781

$ 243,742

$ —

$ 455,443

Operating expenses:

Cost of revenues

97,369

15,391

74,818

7,600

4(k)

195,178

Sales and marketing

61,640

6,103

78,223

(17,300 )

4(l)

128,666

Research and development

98,250

2,416

68,645

(15,934 )

4(m)

153,377

General and administrative

82,188

12,912

44,676

7,107

4(i)

146,883

Change in fair value of contingent acquisition liabilities

(163,127 )

—

(163,127 )

Amortization of intangible assets

15,872

3,827

709

15,634

4(k)

36,042

Restructuring

—

11,667

—

11,667

Impairment of goodwill

—

41,595

(41,595 )

4(p)

—

Impairment of intangibles and other assets

—

2,108

—

2,108

Total operating expenses

192,192

40,649

322,441

(44,488 )

510,794

Loss from operations

(23,272 )

2,132

(78,699 )

44,488

(55,351 )

Other income (expense), net:

Gain on troubled debt restructuring

—

27,720

(27,720 )

4(q)

—

Interest expense

(670 )

—

(31,530 )

31,530

4(n)

(670 )

Other income (expense), net

14,668

288

18,728

(13,202 )

4(o)

20,482

Total other income (expense), net

13,998

288

14,918

(9,392 )

19,812

Loss before provision (benefit) for income taxes

(9,274 )

2,420

(63,781 )

35,096

(35,539 )

Provision (benefit) for income taxes

4,732

—

3,452

—

8,184

Net loss

$ (14,006 )

$ 2,420

$ (67,233 )

$ 35,096

$ (43,723 )

Net loss per share:

Basic

$ (0.03 )

4(r)

$ (0.10 )

Diluted

$ (0.28 )

4(r)

$ (0.32 )

Weighted-average common shares outstanding:

Basic

405,421,412

4(r)

448,054,712

Diluted

409,456,342

4(r)

452,089,642

See Notes to the Unaudited Pro Forma Condensed

Combined Financial Information.

SOUNDHOUND AI, INC.

Unaudited Pro Forma Condensed Combined Statement of Operations

For the three months ended March 31, 2026

(in thousands, except share and per share data)

SoundHound Consolidated Income

Statement Line Items

SoundHound

Historical

LivePerson

Historical

As Adjusted

(Note 2)

Transaction

Accounting

Adjustments

(Note 4)

Note

Pro Forma

Combined

Revenues

$ 44,195

$ 56,956

$ —

$ 101,151

Operating expenses:

Cost of revenues

30,453

16,599

1,900

4(k)

48,952

Sales and marketing

19,215

14,200

(4,100 )

4(l)

29,315

Research and development

26,200

15,436

(3,788 )

4(m)

37,848

General and administrative

25,676

12,300

—

37,976

Change in fair value of contingent acquisition liabilities

(39,392 )

—

(39,392 )

Amortization of intangible assets

4,714

172

3,914

4(k)

8,800

Total operating expenses

66,866

58,707

(2,074 )

123,499

Loss from operations

(22,671 )

(1,751 )

2,074

(22,348 )

Other income (expense), net:

Interest expense

(71 )

(8,252 )

8,252

4(n)

(71 )

Other income (expense), net

(1,488 )

1,501

(1,116 )

4(o)

(1,103 )

Total other income (expense), net

(1,559 )

(6,751 )

7,136

(1,174 )

Loss before provision for income taxes

(24,230 )

(8,502 )

9,210

(23,522 )

Provision for income taxes

798

325

—

1,123

Net loss

$ (25,028 )

$ (8,827 )

$ 9,210

$ (24,645 )

Net loss per share:

Basic

$ (0.06 )

4(r)

$ (0.05 )

Diluted

$ (0.11 )

4(r)

$ (0.10 )

Weighted-average common shares outstanding:

Basic

421,472,827

4(r)

464,106,127

Diluted

429,783,201

4(r)

472,416,501

See Notes to the Unaudited Pro Forma Condensed

Combined Financial Information.

Notes to the Unaudited Pro Forma Condensed

Combined Financial Information

Note 1 — Basis of Presentation

The unaudited pro forma condensed

combined financial information has been prepared in accordance with Article 11 of Regulation S-X. The historical financial

information of SoundHound, Interactions and LivePerson has been adjusted in the unaudited pro forma condensed combined financial information

to reflect transaction accounting adjustments related to the Transactions in accordance with generally accepted accounting principles

(“GAAP”), based on the assumptions and adjustments that are described in the accompanying notes.

The LivePerson Merger has been

accounted for as a business combination in accordance with the acquisition method of accounting under GAAP. Under this method of

accounting, SoundHound has been determined to be the accounting acquirer and LivePerson to be the accounting acquiree. The acquisition

method of accounting requires, among other things, that the assets acquired and liabilities assumed in a business combination are measured

and recognized at fair value as of the acquisition date. The excess of the consideration over the fair value of assets acquired and liabilities

assumed is allocated to goodwill. The final purchase price allocation could differ materially from the preliminary allocation used in

the transaction accounting adjustments as the final allocation may include changes in allocations to intangible assets as well as goodwill.

The unaudited pro forma condensed

combined financial information includes certain reclassifications to conform LivePerson’s and Interactions’ historical accounting

presentation to SoundHound’s accounting presentation.

The unaudited pro forma condensed

combined balance sheet as of March 31, 2026 gives effect to the LivePerson Merger, as if the Merger had been completed on March 31,

2026 and combines the unaudited condensed consolidated balance sheet of SoundHound as of March 31, 2026 with LivePerson’s unaudited

condensed consolidated balance sheet as of March 31, 2026.

The unaudited pro forma condensed

combined statements of operations for the year ended December 31, 2025 and the three months ended March 31, 2026 give effect

to the LivePerson Merger as if it had occurred on January 1, 2025, the first day of SoundHound’s fiscal 2025, and combines

the historical results of SoundHound, Interactions, and LivePerson. The unaudited pro forma condensed combined statement of operations

for the year ended December 31, 2025 combines the audited consolidated statement of operations of SoundHound for the year ended December 31,

2025 with LivePerson’s audited consolidated statement of operations for the year ended December 31, 2025 and Interactions’

unaudited consolidated statement of operations from January 1, 2025 to September 2, 2025. The unaudited pro forma condensed

combined statement of operations for the three months ended March 31, 2026 combines the unaudited condensed consolidated statement

of operations of SoundHound for the three months ended March 31, 2026 with LivePerson’s unaudited condensed consolidated

statement of operations for the three months ended March 31, 2026.

The pro forma financial information

reflects transaction accounting adjustments that management believes are necessary to present fairly SoundHound’s pro forma results

of operations and financial position following the closing of the LivePerson Merger as of and for the periods indicated. The pro forma

adjustments, which SoundHound believes are reasonable under the circumstances, are preliminary and are based upon available information

and certain assumptions described in the accompanying notes to the unaudited pro forma condensed combined financial information. Actual

results and valuations may differ materially from the assumptions within the accompanying unaudited pro forma condensed combined financial

information.

The actual results of operations

of the combined company will likely differ, perhaps materially, from the pro forma amounts reflected herein due to a variety of factors.

The Company believes that its assumptions and methodologies provide a reasonable basis for presenting all of the significant effects of

the transactions based on information available to management at this time, and that the pro forma transaction accounting adjustments

give effect to those assumptions and are properly applied in the unaudited pro forma condensed combined financial information.

The unaudited pro forma condensed

combined financial information does not give effect to any anticipated synergies, operating efficiencies, tax savings, or cost savings

that may be associated with the LivePerson Merger.

No deferred tax liability has

been recorded with respect to the basis differences associated with the identifiable intangible assets recognized in the transaction because

the Company has sufficient net operating loss carryforwards to offset the related deferred tax effects. Accordingly, no pro forma balance

sheet adjustment has been reflected for such intangible assets. The preliminary purchase price allocation in the unaudited pro forma information

reflects a full valuation allowance against the acquired U.S. federal and state net deferred tax assets, including net operating

loss carryforwards, as the realization of the full amount of these acquired net deferred tax assets is uncertain, and reflects the carryover

of deferred tax balances of foreign jurisdictions which do not carry a full valuation allowance.

Income tax expense reflects

the combined historical income tax provisions of LivePerson and SoundHound. This presentation assumes that the existing full valuation

allowance will continue to be maintained and, therefore, no incremental tax benefit or other pro forma tax adjustment has been reflected

in the unaudited pro forma condensed statement of operations. Management has not completed its analysis of the tax impact of the LivePerson

Merger on the combined company. Upon consummation of the LivePerson Merger, SoundHound will perform a comprehensive analysis of the tax

impact of the LivePerson Merger on the combined company with full information. The effective tax rate of the combined company could be

significantly different than what is presented in these unaudited pro forma financial statements depending on post-business combination

activities.

Note 2 — Reclassification Adjustments

The accounting policies used

in the preparation of the unaudited pro forma condensed combined financial information are those set out in SoundHound’s unaudited

condensed consolidated financial statements as of and for the three months ended March 31, 2026 and SoundHound’s audited

annual financial statements as of and for the year ended December 31, 2025. Certain reclassifications are reflected in the unaudited

pro forma condensed combined balance sheet and statement of operations to conform presentation between SoundHound and LivePerson. These

reclassifications have no effect on previously reported assets, liabilities, stockholders’ equity (deficit) and net loss of SoundHound

or LivePerson. Upon consummation of the LivePerson Merger, SoundHound will perform a comprehensive review of LivePerson’s accounting

policies. As a result of that review, SoundHound may identify differences between the accounting policies of the two companies which,

when conformed, could have a material impact on the combined consolidated financial statements.

Refer to the table below for

a summary of identified reclassification adjustments made to present LivePerson’s consolidated balance sheet as of March 31,

2026, to conform presentation to that of SoundHound (in thousands):

LivePerson Consolidated

Balance Sheet Line Items

SoundHound Consolidated

Balance Sheet Line Items

LivePerson

Historical

Reclassification

Adjustments

Note

LivePerson

Historical

(Adjusted)

Current assets:

Cash and cash equivalents

$ 101,499

$ —

$ 101,499

Accounts receivable, net of allowances

29,029

(3,365 )

(d)

25,664

Prepaid expenses and other current assets

Other current assets

15,417

Contract assets and unbilled receivable, net

3,365

(d)

3,365

Total current assets

145,945

—

145,945

Right-of-use assets

(a)

Property and equipment, net

87,858

(83,242 )

(e)

4,616

Goodwill

184,540

Intangible assets, net

13,502

Deferred tax asset

4,533

Contract acquisition costs, net

Other non-current assets

20,856

Other assets

Other non-current assets

348

83,170

(a), (e)

83,518

Total assets

$ 457,582

$ —

$ 457,582

Current liabilities:

Accounts payable

4,357

$ 4,357

Accrued expenses and other current liabilities

Accrued liabilities

48,105

(444 )

(b), (c)

47,661

Operating lease liabilities

(c)

Deferred revenue

57,987

Other current liabilities

357

(b)

357

Current portion of long-term debt

Other current liabilities

20,071

Total current liabilities

130,520

—

130,520

Senior notes, net of current portion

Long-term debt

373,723

Deferred tax liability

4,199

Other liabilities

Other non-current liabilities

636

Total liabilities

$ 509,078

$ —

$ 509,078

Stockholders’ equity (deficit)

Stockholders’ equity (deficit):

Common stock

Class A Common Stock

173

Treasury stock

Treasury stock, at cost

(3 )

Additional paid-in capital

1,023,338

Accumulated deficit

(1,067,321 )

Accumulated other comprehensive income (loss)

(7,683 )

Total stockholders’ equity

$ (51,496 )

$ —

$ (51,496 )

Total liabilities and stockholders’ equity

$ 457,582

$ —

$ 457,582

(a) Reclassification of LivePerson’s historical right-of-use

assets of $0.1 million from other assets to right-of-use assets within SoundHound’s balance sheet.

(b) Reclassification of LivePerson’s historical other current

liabilities of $0.4 million from accrued expenses and other current liabilities to other current liabilities within SoundHound’s

balance sheet.

of $0.1 million from accrued expenses and other current liabilities to operating lease liabilities within SoundHound’s balance

sheet.

(d) Reclassification of LivePerson’s historical unbilled receivables

of $3.4 million from accounts receivable, net of allowances to contract assets and unbilled receivable, net within SoundHound’s

balance sheet.

(e) Reclassification of LivePerson’s historical internal-use

software development costs of $83.2 million from property and equipment to other non-current assets within SoundHound’s balance

sheet.

Refer to the table below for

a summary of identified reclassification adjustments made to present LivePerson’s consolidated statement of operations for the year

ended December 31, 2025, to conform presentation to that of SoundHound (in thousands):

LivePerson Consolidated Statement of Operations Line Items

SoundHound Consolidated

Statement of Operations Line Items

LivePerson

Historical

Reclassification

Adjustments

Note

LivePerson

Historical

(Adjusted)

Revenues

$ 243,742

Costs, expenses and other:

Operating expenses:

Cost of revenue (exclusive of depreciation and amortization shown separately below)

Cost of revenues

69,392

5,426

(a)

74,818

Sales and marketing

75,800

2,423

(a)

78,223

Product development

Research and development

54,706

13,939

(a)

68,645

General and administrative

44,441

235

(a)

44,676

Amortization of intangible assets

—

709

(a)

709

Restructuring costs

Restructuring

11,667

Depreciation and amortization

22,732

(22,732 )

(a)

—

Impairment of goodwill

41,595

Impairment of intangibles and other assets

2,108

Total operating expenses

322,441

—

322,441

Loss from operations

(78,699 )

—

(78,699 )

LivePerson Consolidated Statement of

Operations Line Items

SoundHound Consolidated

Statement of Operations Line Items

LivePerson

Historical

Reclassification

Adjustments

Note

LivePerson

Historical

(Adjusted)

Other income (expense), net

Gain on troubled debt restructuring

27,720

Interest expense

(31,530 )

Interest income

4,751

(4,751 )

(b)

—

Other income (expense), net

13,977

4,751

(b)

18,728

Total other

income (expense), net

Total other income (expense), net

14,918

—

14,918

Loss before provision for income taxes

Loss before provision (benefit) for income taxes

(63,781 )

Provision for income taxes

Provision (benefit) for income taxes

3,452

Net loss

$ (67,233 )

$ —

$ (67,233 )

(a) Reclassification of $22.7 million of historical LivePerson’s

depreciation and amortization to cost of revenues, sales and marketing, general and administrative, research and development, and amortization

of intangible assets within SoundHound’s statement of operations line items.

(b) Reclassification of $4.8 million of historical LivePerson’s

interest income from interest income to other income, net within SoundHound’s statement of operations line item.

Refer to the table below for

a summary of identified reclassification adjustments made to present LivePerson’s consolidated statement of operations for the three months

ended March 31, 2026, to conform presentation to that of SoundHound (in thousands):

LivePerson Consolidated Income

Statement Line Items

SoundHound Consolidated

Income Statement Line Items

LivePerson

Historical

Reclassification

Adjustments

Note

LivePerson

Historical

(Adjusted)

Revenue

Revenues

$ 56,956

Costs, expenses and other:

Operating expenses:

Cost of revenue (exclusive of depreciation and amortization shown separately below)

Cost of revenues

15,525

1,074

(a)

16,599

Sales and marketing

13,770

430

(a)

14,200

Product development

Research and development

12,180

3,256

(a)

15,436

General and administrative

12,120

180

(a)

12,300

Amortization of intangible assets

172

(a)

172

Depreciation and amortization expense

5,112

(5,112 )

(a)

—

Total operating expenses

58,707

—

58,707

Loss from operations

(1,751 )

—

(1,751 )

Other income (expense), net:

Interest expense

(8,252 )

Interest income

503

(503 )

(b)

—

Other income (expense), net

998

503

(b)

1,501

Total other income (expense), net

(6,751 )

—

(6,751 )

Loss before provision (benefit) for income taxes

(8,502 )

Provision for income taxes

325

Net loss

$ (8,827 )

$ —

$ (8,827 )

(a) Reclassification of LivePerson’s historical depreciation

and amortization of $5.1 million to cost of revenues, sales and marketing, general and administrative, research and development,

and amortization of intangible assets within SoundHound’s statement of operations line items.

(b) Reclassification of LivePerson’s historical interest income

of $0.5 million from interest income to other income, net within SoundHound’s statement of operations line item.

Note 3 — Transaction Accounting

Adjustments to Unaudited Pro Forma Condensed Combined Statement of Operations for the year ended December 31, 2025, pertaining to

the Interactions Acquisition

The statement of operations

information for Interactions from September 3, 2025 to December 31, 2025, is already included in SoundHound’s historical

fiscal year 2025 results. The transaction accounting adjustments for the Interactions Acquisition in the unaudited pro forma condensed

combined statement of operations for the year ended December 31, 2025, are intended to derive pro forma financial information from

January 1, 2025 to September 2, 2025, as if the Interactions Acquisition closed on January 1, 2025, as follows:

January 1, 2025 to September 2, 2025

(in thousands)

Interactions

Historical

(unaudited)

Interactions

Transaction

Accounting

Adjustments

Note

Interactions

Historical &

Transaction

Accounting

Adjustments

Revenues

$ 42,781

$ —

$ 42,781

Operating expenses:

Cost of revenues

20,323

(4,932 )

3(a), 3(b)

15,391

Sales and marketing

6,426

(323 )

3(b)

6,103

Research and development

2,416

—

2,416

General and administrative

12,912

—

12,912

Amortization of intangible assets

3,790

3(a)

3,827

Total operating expenses

42,114

(1,465 )

40,649

Income from operations

667

1,465

2,132

Other income (expense), net:

Interest expense

(4,060 )

4,060

3(c)

—

Other income (expense), net

1,380

(1,092 )

3(d)

288

Total other income (expense), net

(2,680 )

2,968

288

Loss before provision (benefit) for income taxes

(2,013 )

4,433

2,420

Provision (benefit) for income taxes

(629 )

629

3(e)

—

Net loss

(1,384 )

3,804

2,420

Net loss attributable to non-controlling interest

(276 )

276

3(f)

—

Net loss attributable to Interactions

$ (1,108 )

$ 3,528

$ 2,420

(a) Reflects the elimination of Interactions’ historical amortization

expense and the recognition of new amortization expense related to the acquired identifiable intangible assets based on the fair value

as of the acquisition date. Amortization expense is calculated based on the fair value of each of the identifiable intangible assets

and the associated useful lives.

The acquired intangible assets

have been amortized using a straight-line method based on their estimated useful lives as if the Acquisition had been completed on January 1,

2025.

Intangible assets acquired

For the

period from

January 1,

2025 to

September 2,

2025

Estimated

useful life

(in thousands)

(in years)

Trademark/Trade name

$ 267

Customer relationships

3,560

Developed technology

1,600

Total amortization expense for acquired intangible assets

$ 5,427

Adjustment to Cost of revenues —

For the

period from

January 1,

2025 to

September 2,

2025

(in thousands)

Amortization expense for acquired intangible assets (developed technology)

$ 1,600

Elimination of historical Interactions’ intangible asset amortization expense

—

Net adjustment to cost of revenues

$ 1,600

Adjustment to Amortization of intangible assets —

For the

period from

January 1,

2025 to

September 2,

2025

(in thousands)

Amortization expense for acquired intangible assets (customer relationships and trademark/trade name)

$ 3,827

Elimination of historical Interactions’ intangible asset amortization expense

(37 )

Net adjustment to amortization of intangible assets

$ 3,790

(b) Reflects the elimination of historical deferred commission amortization

and capitalized contract expense from sales and marketing expenses, and historical amortization of capitalized software development costs

from Cost of revenues.

For the

period from

January 1,

2025 to

September 2,

2025

(in thousands)

Sales and marketing

$ (323 )

Cost of revenues

(6,532 )

expense related to the settlement of Interactions’ debt at closing.

(d) Reflects an adjustment to eliminate the historical fair value

adjustments of warrant liabilities extinguished as a result of the Acquisition, resulting in a reduction of $1.1 million of historical

gains.

(e) Reflects the elimination of $0.6 million of tax benefit. Prior

to the acquisition, Interactions held interest in a partnership and recorded a deferred tax liability associated with the outside basis

difference and recorded the corresponding deferred tax expense/benefit as a result of changes to the deferred tax liability. However,

upon the Acquisition, the partnership became a single member LLC and the deferred tax liability is no longer needed. Accordingly, no

deferred tax expense/benefit would be recorded.

(f) Reflects the elimination of $0.3 million of loss, from earnings

attributable to non-controlling interest due to changes in Interactions’ ownership structure.

Note 4 — Transaction Accounting

Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet and Statement of Operations — LivePerson Merger

The estimated preliminary consideration

of $271.8 million was determined by reference to the fair value of SoundHound’s common stock on June 25, 2026 of $6.21 per

share. The calculation of estimated preliminary consideration is as follows:

Estimated Preliminary Consideration

Per Share

Total

(In thousands, except share and per share amounts)

Estimated SoundHound shares issued for settlement of Secured Notes(1)

37,316,495

$ 6.21

$ 231,735

Estimated SoundHound shares issued to holders of non-TASE Shares(2)

5,086,246

6.21

31,586

Estimated replacement equity awards for LivePerson’s equity awards(3)

176,136

6.21

995

Estimated equity consideration for LivePerson’s equity awards settled(4)

54,423

6.21

338

Estimated cash consideration to holders of TASE Share(5)

7,181

Total

$ 271,835

(1) SoundHound expects the Secured Notes to be entirely settled

in shares of Class A Common Stock. As such, estimated preliminary consideration is equal to the fair value of shares issued to holders

of the Secured Notes based on the Total Consideration for the First and Second Lien Secured Notes each divided by the $7.00 floor price

as follows:

Description

First Lien

Second Lien

Total

Total Consideration

$ 178,007,734

$ 83,207,733

$ 261,215,467

Divided by floor price

$ 7.00

Shares to be issued

25,429,676

11,886,819

37,316,495

Multiplied by fair value per share

$ 6.21

Total fair value of shares issued

$ 157,918,288

$ 73,817,146

$ 231,735,434

(2) Common stock consideration is computed based on the Shareholder

Consideration Amount of $42.8 million divided by the $7.00 floor multiplied by the quotient of the fully diluted non-TASE Shares

divided by the fully diluted shares of LivePerson common stock issued and outstanding, rounded to the nearest whole share.

(3) Certain equity awards of LivePerson will be replaced by SoundHound

equity awards. The pre-combination portion of such equity awards represents estimated preliminary consideration. There was no incremental

post-acquisition expense in excess of that recorded in the historical financial statements of SoundHound as a result of the replacement

equity awards. We have adjusted replacement equity award consideration down by $0.1 million, but not shares, to reflect the fair value

of estimated forfeitures.

(4) Certain Board of Directors’ and vested equity awards of

LivePerson will be settled in shares of SoundHound common stock. Such settlement of equity awards represents estimated preliminary consideration.

(5) Cash consideration to TASE shareholders amounting to $7.2 million

is computed by the lower of (a) $7.5 million, and (b) the Closing Merger Consideration multiplied by the 10-day VWAP stock price of $6.84

estimated as of June 25, 2026, and further multiplied by the quotient of the fully diluted TASE Shares divided by the fully diluted shares

of LivePerson common stock issued and outstanding. The maximum amount of cash that can be granted to TASE shareholders is $7.5 million.

The final shares and total

estimated preliminary consideration could significantly differ from the amounts presented in the unaudited pro forma condensed combined

financial information due to movements in the SoundHound common stock price up to the closing date of the LivePerson Merger.

The Company has assumed that

the 2026 Notes will be settled by LivePerson in cash prior to close. There exists a remote possibility that the 2026 Notes may be assumed

by the Company and in that case, there will be no impact on consideration transferred and goodwill.

The SoundHound Closing Stock

Price was determined based on the average of the daily volume-weighted average price of SoundHound Common stock for each of the ten consecutive trading

days ending on and including the trading day that is three trading days prior to the closing date, subject to a collar of $7.00

(floor) and $12.00 (cap) per share. June 25, 2026 was determined to be the most recent practicable date prior to the effective date. As

such, June 25, 2026 was the last day of this ten-day volume-weighted period, in which the stock price was determined.

A sensitivity analysis on the SoundHound share

price was performed to assess the impact on purchase consideration at each end of the collar, or $7 per share and $12 per share, and a

change of 30% on the closing date share price of $6.21 estimated as of June 25, 2026, as this represents a reasonable range for share

price based on recent volatility. Purchase consideration will not be impacted by stock price volatility within the collar when SoundHound

Closing Stock Price and closing date share price match. If the closing share price falls below the floor, purchase consideration will

decrease ratably by the shortfall of the share price against the floor. Likewise, if the share price exceeds the cap, purchase consideration

will increase ratably by the excess of the share price over the cap. The impact to purchase consideration from LivePerson equity awards

when considering a 30% range of outcomes, is immaterial, and has been excluded from the share price sensitivity analysis below.

The following table shows the

change in stock price and estimated consideration when no cash is paid to TASE shareholders:

SoundHound Closing Stock Price

Number of

Share Price

(June 25,

2026 +/- 30%)

Fair Value of

Shares Issued

(Consideration)

Impact on

Purchase

Consideration

(In thousands, except share and per share amounts)

Floor – $7 (with a 30% increase in share price)

43,428,571

$ 8.07

$ 350,469

$ 78,634

Floor – $7 (with a 30% decrease in share price)

43,428,571

$ 4.35

$ 188,914

$ (82,921 )

Cap – $12 (with a 30% increase in share price)

25,333,334

$ 8.07

$ 204,440

$ (67,395 )

Cap – $12 (with a 30% decrease in share price)

25,333,334

$ 4.35

$ 110,220

$ (161,615 )

Preliminary Purchase Price Allocation

Under the acquisition method

of accounting, the identifiable assets acquired and liabilities assumed of LivePerson are recognized and measured as of the acquisition

date at fair value and added to those of SoundHound. The determination of fair value used in the pro forma adjustments presented herein

are preliminary and based on management estimates of the fair value and useful lives of the assets acquired and liabilities assumed and

have been prepared to illustrate the estimated effect of the LivePerson Merger. The final determination of the purchase price allocation,

upon the completion of the LivePerson Merger, will be based on LivePerson’s net assets acquired as of that date and will depend

on a number of factors that cannot be predicted with certainty at this time. Therefore, the actual allocations will differ from the pro

forma adjustments presented. The allocation is dependent upon certain valuation and other studies that have not yet been completed. Accordingly,

the pro forma purchase price allocation is subject to further adjustment as additional information becomes available and as additional

analyses and final valuations are completed. There can be no assurances that these additional analyses and final valuations will not result

in significant changes to the estimates of fair value set forth below.

The following table sets forth

a preliminary allocation of the estimated consideration to the identifiable tangible and intangible assets acquired and liabilities assumed

of LivePerson based on LivePerson’s consolidated balance sheet as of March 31, 2026, with cash and cash equivalents adjusted

for $13.5 million of expected transaction costs by LivePerson, with the excess recorded to goodwill.

As of

March 31,

2026

(in thousands)

Total preliminary purchase consideration

$ 271,835

Cash and cash equivalents

$ 53,928

Accounts receivable

25,664

Contract assets and unbilled receivables

3,365

Prepaid expenses and other current assets

15,417

Intangible assets(1)

118,000

Property and equipment(2)

4,616

Right-of-use assets

Deferred tax assets(3)

4,533

Other assets

276

Total assets acquired

$ 225,871

Accounts payable

$ 4,357

Accrued expenses and other current liabilities

38,416

Deferred revenue

57,987

Other current liabilities

357

Deferred tax liabilities(3)

4,199

Operating lease liabilities

Other liabilities

635

Total liabilities assumed

$ 106,038

Preliminary fair value of net assets acquired

$ 119,833

Estimated goodwill(4)

$ 152,002

(1) Preliminary identifiable intangible assets in the unaudited

pro forma condensed combined financial information consists of the following:

Preliminary

Fair Value

Estimated

Useful Life

(in millions)

Developed technology

$ 38.0

5 Years

Customer relationships

76.0

5 Years

Trademark/Trade Name

4.0

3.5 Years

The identifiable intangible assets and related amortization are preliminary and are based on

management’s estimates after consideration of similar transactions. As discussed above, the amount that will ultimately be

allocated to identifiable intangible assets and liabilities, and the related amount of amortization, may differ materially from this

preliminary allocation. In addition, the periods the amortization impacts will ultimately be based upon the periods in which the

associated economic benefits or detriments are expected to be derived, or where appropriate, based on the use of a straight-line

method. Therefore, the amount of amortization following the LivePerson Merger may differ significantly between periods based upon

the final value assigned and amortization methodology used for each identifiable intangible asset.

(2) Property and equipment consists primarily of computer equipment,

for which the carrying value is assumed to approximate fair value.

(3) The preliminary purchase price allocation in the unaudited pro

forma information reflects a full valuation allowance against the acquired U.S. federal and state net deferred tax assets, including

net operating loss carryforwards, as the realization of the full amount of these acquired net deferred tax assets is uncertain. The preliminary

purchase price allocation reflects the carryover of deferred tax balances of foreign jurisdictions which do not carry a full valuation

allowance. This determination is preliminary and subject to change based upon the final determination of the fair value of identified

assets and liabilities.

(4) Goodwill represents the excess of consideration over the fair

value of the underlying net assets acquired. In accordance with ASC Topic 350, Goodwill and Other Intangible Assets, goodwill is not

amortized, but instead is reviewed for impairment at least annually, absent any indicators of impairment. Goodwill is attributable to

planned growth in new markets and synergies expected to be achieved from the combined operations of SoundHound and LivePerson. Goodwill

recorded in the LivePerson Merger is not expected to be deductible for tax purposes.

The adjustments related

to the acquisition of LivePerson included in the unaudited pro forma condensed combined balance sheet as of March 31, 2026 and unaudited

pro forma condensed combined statement of operations for the three months ended March 31, 2026, and the year ended December 31,

2025 are as follows:

(a) Reflects the preliminary purchase consideration of $7.2 million

to be settled in cash to holders of the TASE Shares.

(b) Reflects the expected $13.5 million of transaction costs

incurred by LivePerson, which are expected to be paid by LivePerson prior to closing of the LivePerson Merger in accordance with the

Merger Agreement.

to the acquisition close date for $20.1 million of cash from current portion of long-term debt, along with $373.7 million of

Secured Notes settled from long-term debt in shares of SoundHound Common Stock. Also includes the $14.0 million of cash paid by

LivePerson for the $6.6 million of excess cash to settle the Secured Notes and the $7.4 million of accrued interest on the

Secured Notes.

Expected Settlement of LivePerson Debt

For the

three months

ended

March 31,

2026

(in thousands)

Excess Cash paid by LivePerson to settle Secured Notes

$ (6,636 )

Cash paid by LivePerson for accrued interest

(7,363 )

Cash paid by LivePerson to settle 2026 Notes

(20,071 )

Total adjustment to cash and cash equivalents

$ (34,070 )

Settlement of accrued interest – accrued liability account

$ (7,363 )

Settlement of 2026 Notes

$ (20,071 )

Settlement of Secured Notes

$ (373,723 )

(d) Reflects the elimination of LivePerson’s historical goodwill

and the recognition of the preliminary estimate of Goodwill based on the preliminary purchase price allocation. The difference between

the preliminary consideration and preliminary identifiable net assets acquired is recorded as estimated goodwill. Goodwill in the acquisition

is not expected to be deductible for tax purposes. Refer above for further details related to the preliminary purchase price allocation.

As of

March 31,

2026

(in thousands)

Elimination of LivePerson’s historical goodwill

$ (184,540 )

LivePerson Merger goodwill recognized

152,002

Net adjustment to goodwill

$ (32,538 )

(e) Reflects the elimination of LivePerson’s historical intangible

assets and the recognition of the preliminary estimated fair value of intangible assets acquired in the LivePerson Merger.

As of

March 31,

2026

(in thousands)

Fair value of intangible assets acquired

$ 118,000

Elimination of LivePerson’s historical intangible assets, net

(13,502 )

Net adjustment to intangible assets, net

$ 104,498

SoundHound determined a preliminary

fair value estimate of intangible assets resulting from the preliminary fair value allocation of purchase price. The intangible assets

included the following:

Intangible assets acquired

Fair Value

Estimated

useful life

(in thousands)

(in years)

Trademark/trade name

$ 4,000

3.5

Customer relationships

76,000

Developed technology

38,000

Total fair value of acquired intangible assets

$ 118,000

(f) Reflects elimination of $20.9 million of LivePerson’s

historical contract acquisition costs from other non-current assets, that were not assets as defined by ASC 805 and are considered

to be a part of the fair value of customer relationships intangible asset.

(g) Reflects elimination of $83.2 million of LivePerson’s

historical internal-use software development costs.

(h) Reflects elimination of $1.9 million LivePerson’s

historical warrants balance as all warrants are cancelled or extinguished upon the LivePerson Merger.

(i) Reflects the total expected transaction costs of $7.1 million

incurred by SoundHound through the transaction date on the condensed consolidated balance sheet and on the condensed consolidated statement

of operations during the year ended December 31, 2025.

(j) The following table summarizes the transaction accounting adjustments

impacting the equity balances of LivePerson, as well as new equity issued as consideration for the Merger (in thousands):

Adjustments to

LivePerson

historical

equity(1)

Purchase

consideration(2)

Transaction

costs(3)

Total

Transaction

Accounting

Adjustments

Adjustment to Treasury Stock

$ 3

$ —

$ 3

Adjustment to Class A Common Stock

(173 )

—

(169 )

Adjustment to Accumulated other comprehensive loss

7,683

—

7,683

Net Adjustment to Additional paid-in capital

(1,023,338 )

264,650

—

(758,688 )

Net Adjustment to Accumulated deficit

1,067,321

—

(7,107 )

1,060,214

Net Adjustment to Stockholders’ equity

$ 51,496

$ 264,654

$ (7,107 )

$ 309,043

(1) Represents the elimination of LivePerson’s historical

equity balances as of March 31, 2026

(2) Reflects the preliminary equity purchase consideration of $264.7

million as estimated on June 25, 2026. This includes the issuance of 42.6 million Common Shares at $.0001 Par Value.

(3) Reflects expected acquiror transaction costs of $7.1 million.

(k) Reflects the elimination of LivePerson’s historical amortization

expense and the recognition of new amortization expense related to the acquired identifiable intangible assets based on their estimated

fair value on the acquisition date. Amortization expense is calculated based on the estimated fair value of each of the identifiable

intangible assets and the associated estimated useful lives.

The acquired intangible assets have been

amortized using a straight-line method based on their estimated useful lives as if the LivePerson Merger had been completed on January 1,

2025.

Intangible assets acquired

For the

three months

ended

March 31,

2026

For the

year ended

December 31,

2025

Estimated

useful life

(in thousands)

(in years)

Trademark/trade name

$ 286

$ 1,143

3.5

Customer relationships

3,800

15,200

Developed technology

1,900

7,600

Total amortization expense for acquired intangible assets

$ 5,986

$ 23,943

Adjustment to Cost of revenues —

For the

three months

ended

March 31,

2026

For the

year ended

December 31,

2025

(in thousands)

Amortization expense for acquired intangible assets (developed technology)

$ 1,900

$ 7,600

Adjustment to cost of revenues

$ 1,900

$ 7,600

Adjustment to Amortization of intangible

assets —

For the

three months

ended

March 31,

2026

For the year

ended

December 31,

2025

(in thousands)

Amortization expense for acquired intangible assets (customer relationship and trademark/trade name)

$ 4,086

$ 16,343

Elimination of LivePerson’s historical intangible asset amortization expense

(172 )

(709 )

Net adjustment to amortization of intangible assets

$ 3,914

$ 15,634

(l) Reflects the elimination of LivePerson’s historical amortization

of contract acquisition costs of $4.1 million and $17.3 million, for the three months ended March 31, 2026, and the

year ended December 31, 2025, respectively, that were not assets as defined by ASC 805.

(m) Reflects the elimination of LivePerson’s historical amortization

of internal-use software development costs of $3.8 million and $15.9 million, for the three months ended March 31,

2026, and the year ended December 31, 2025, respectively.

(n) Reflects the reduction of $8.3 million and $31.5 million

in historical interest expense for the three months ended March 31, 2026, and the year ended December 31, 2025, respectively,

related to the settlement of LivePerson’s debt at closing.

(o) Reflects the elimination of LivePerson’s historical gain

on the change in fair value of debt warrants of $1.1 million and $13.2 million for the three months ended March 31,

2026, and the year ended December 31, 2025, respectively.

(p) Reflects the elimination of $41.6 million of LivePerson’s

historical impairment of goodwill for the year ended December 31, 2025.

(q) Reflects the elimination of $27.7 million of LivePerson’s

historical gain on troubled debt restructuring for the year ended December 31, 2025 associated with the troubled debt restructuring

associated with the issuance of the Second Lien Notes.

(r) Reflects the pro forma basic and diluted net loss per share

attributable to the combined entity’s common stockholders presented in conformity with the two-class method required for participating

securities as a result of the pro forma adjustments. The two-class method requires income available to common stockholders for the period

to be allocated between shares of common stock and participating securities; however, no allocation has been made because the participating

securities are not participating in losses.

The

pro forma basic net loss per share attributable to the combined entity’s common stockholders is calculated using the historical

basic weighted average shares of SoundHound’s common stock outstanding, adjusted for the additional new shares of SoundHound common

stock issued to consummate the LivePerson Merger, assuming the shares were issued and outstanding as of January 1, 2025. Pro forma

diluted net loss per share attributable to the combined entity’s common stockholders is calculated using the historical diluted

weighted average shares of SoundHound Common Stock outstanding.

Pro forma earnings per share computation

for the three months ended March 31, 2026:

For the

three months

ended

March 31,

2026

(in thousands,

except share and

per share data)

Pro forma net loss attributable to common stockholders

$ (24,645 )

Weighted average shares outstanding – basic

464,106,127

Pro forma net loss per share – basic

$ (0.05 )

Pro forma net loss attributable to common stockholders

$ (24,645 )

Effect of potentially dilutive equivalent shares to net income (loss)

(22,504 )

Net loss attributable to common stockholders – diluted

$ (47,149 )

Weighted average shares outstanding – diluted

472,416,501

Pro forma net loss per share – diluted

$ (0.10 )

Pro forma weighted average shares outstanding – basic

SoundHound historical, March 31, 2026

421,472,827

LivePerson Merger share consideration transferred

42,633,300

Pro forma weighted average shares outstanding – basic

464,106,127

Pro forma weighted average shares outstanding – diluted

SoundHound historical, March 31, 2026

429,783,201

LivePerson Merger share consideration transferred

42,633,300

Pro forma weighted average shares outstanding – diluted

472,416,501

Pro forma earnings per share computation

for the year ended December 31, 2025:

For the

year ended

December 31,

2025

(in thousands,

except share and

per share data)

Pro forma net loss attributable to common stockholders

$ (43,723 )

Weighted average shares outstanding – basic

448,054,712

Pro forma net loss per share – basic

$ (0.10 )

Pro forma net loss attributable to common stockholders

$ (43,723 )

Effect of potentially dilutive equivalent shares to net income (loss)

(99,512 )

Net loss attributable to common stockholders – diluted

$ (143,235 )

Weighted average shares outstanding – diluted

452,089,642

Pro forma net loss per share – diluted

$ (0.32 )

Pro forma weighted average shares outstanding – basic

SoundHound historical, December 31, 2025

405,421,412

LivePerson Merger share consideration transferred

42,633,300

Pro forma weighted average shares

outstanding – basic

448,054,712

Pro forma weighted average shares outstanding – diluted

SoundHound historical, December 31, 2025

409,456,342

LivePerson Merger share consideration transferred

42,633,300

Pro forma weighted average shares

outstanding – diluted

452,089,642

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