0001213900-22-047615 | 10-Q | XBRL Viewer

Print Document View Excel Document

Document And Entity Information - shares	6 Months Ended
Document And Entity Information - shares	Jun. 30, 2022	Aug. 11, 2022
Document Information Line Items
Entity Registrant Name	SOUNDHOUND AI, INC.
Trading Symbol	SOUN
Document Type	10-Q
Current Fiscal Year End Date	--12-31
Amendment Flag	false
Entity Central Index Key	0001840856
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Document Period End Date	Jun. 30, 2022
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q2
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	false
Entity Ex Transition Period	false
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	001-40193
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	86-1286799
Entity Address, Address Line One	5400 Betsy Ross Drive
Entity Address, City or Town	Santa Clara
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	95054
City Area Code	(408)
Local Phone Number	441-3200
Title of 12(b) Security	Class A Common stock, par value $0.0001 per share
Security Exchange Name	NASDAQ
Entity Interactive Data Current	Yes
Class A Common Stock
Document Information Line Items
Entity Common Stock, Shares Outstanding		156,530,885
Class B Common Stock
Document Information Line Items
Entity Common Stock, Shares Outstanding		40,396,600

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 65,010	$ 21,626
Restricted cash equivalents		460
Accounts receivable, net of allowances of $109 as of June 30, 2022 and December 31, 2021	1,015	2,060
Prepaid expenses	4,685	1,276
Debt issuance cost	122	1,132
Other current assets	927	917
Total current assets	71,759	27,471
Restricted cash equivalents, non-current	230	736
Right-of-use assets	9,535	10,291
Property and equipment, net	4,868	6,155
Deferred tax asset	2,169	2,169
Debt issuance cost	235
Deferred offering costs		1,264
Other assets	1,007	1,117
Total assets	89,803	49,203
Current liabilities:
Accounts payable	5,348	3,760
Accrued liabilities	5,939	7,298
Operating lease liabilities	3,299	3,281
Financing lease liabilities	361	1,301
Income tax liability	2,829	2,737
Deferred revenue	6,174	6,042
Convertible note		29,868
Derivative liability		3,488
Notes payable	16,930	29,964
Total current liabilities	40,880	87,739
Operating lease liabilities, net of current portion	7,124	8,611
Financing lease liabilities, net of current portion	214	292
Deferred revenue, net of current portion	9,465	14,959
Notes payable, net of current portion	26,126
Other liabilities	1,338	1,336
Total liabilities	85,147	112,937
Commitments and contingencies (Note 7)
Legacy SoundHound redeemable convertible preferred stock; $0.0001 par value; 0 and 146,218,514 shares authorized; 0 and 106,949,326 shares issued and outstanding, liquidation preference of $0 and $284,826 as of June 30, 2022 and December 31, 2021, respectively		279,503
Stockholders’ equity (deficit):
Legacy SoundHound Common Stock, $0.0001 par value; 250,030,433 shares authorized; 0 and 68,258,556 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively		1
Class A Common Stock, $0.0001 par value; 455,000,000 shares authorized; 156,266,549 and 0 shares issued and outstanding as of June 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 June 30, 2022 and December 31, 2021, respectively	4
Additional paid-in capital	447,136	43,491
Accumulated deficit	(442,500)	(386,729)
Total stockholders’ equity (deficit)	4,656	(343,237)
Total liabilities, redeemable convertible preferred stock, and stockholders’ equity (deficit)	$ 89,803	$ 49,203

Condensed Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Net of allowances (in Dollars)	$ 109	$ 109
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
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	0	250,030,433
Common stock, shares issued	0	68,258,556
Common stock, shares outstanding	0	68,258,556
Class A Common Stock
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	455,000,000	0
Common stock, shares issued	156,266,549	0
Common stock, shares outstanding	156,266,549	0
Class B Common Stock
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	44,000,000	0
Common stock, shares issued	40,396,600	0
Common stock, shares outstanding	40,396,600	0

Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Income Statement [Abstract]
Revenues	$ 6,152	$ 8,279	$ 10,442	$ 12,018
Operating expenses:
Cost of revenues	2,488	1,628	4,261	3,221
Sales and marketing	4,370	1,008	6,951	2,084
Research and development	18,862	14,023	35,512	28,466
General and administrative	9,362	4,119	13,365	7,365
Total operating expenses	35,082	20,778	60,089	41,136
Loss from operations	(28,930)	(12,499)	(49,647)	(29,118)
Other expense, net:
Interest expense	(1,572)	(2,294)	(4,549)	(3,042)
Other income (expense), net	223	184	(834)	(1,542)
Total other expense, net	(1,349)	(2,110)	(5,383)	(4,584)
Loss before provision for income taxes	(30,279)	(14,609)	(55,030)	(33,702)
Provision for income taxes	389	43	741	210
Net loss	(30,668)	(14,652)	(55,771)	(33,912)
Other comprehensive gain:
Unrealized holding gain on available-for-sale securities, net of tax		1		1
Comprehensive loss	$ (30,668)	$ (14,651)	$ (55,771)	$ (33,911)
Net loss per share:
Basic and diluted (in Dollars per share)	$ (0.19)	$ (0.22)	$ (0.48)	$ (0.51)
Weighted-average common shares outstanding:
Basic and diluted (in Shares)	162,004,172	67,357,878	116,059,520	66,666,508

Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) (Parentheticals) - $ / shares	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Income Statement [Abstract]
Basic and diluted (in Dollars per share)	$ (0.19)	$ (0.22)	$ (0.48)	$ (0.51)
Weighted-average common shares outstanding :Basic and diluted	162,004,172	67,357,878	116,059,520	66,666,508

- Definition

The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 55
-Paragraph 52
-URI https://asc.fasb.org/extlink&oid=128363288&loc=d3e4984-109258

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 7
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22644-107794

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 55
-Paragraph 15
-URI https://asc.fasb.org/extlink&oid=128363288&loc=d3e3842-109258

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 2
-URI https://asc.fasb.org/extlink&oid=126958026&loc=d3e1252-109256

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 11
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22694-107794

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 4
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22595-107794

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 3
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22583-107794

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 60B
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=126958026&loc=SL5780133-109256

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 40
-Section 65
-Paragraph 1
-Subparagraph (f)
-URI https://asc.fasb.org/extlink&oid=126732423&loc=SL123482106-238011

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(27))
-URI https://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 50
-Paragraph 1
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=124432515&loc=d3e3550-109257

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(23))
-URI https://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 11
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22694-107794

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 7
-URI https://asc.fasb.org/extlink&oid=126958026&loc=d3e1337-109256

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 40
-Section 65
-Paragraph 1
-Subparagraph (e)(4)
-URI https://asc.fasb.org/extlink&oid=126732423&loc=SL123482106-238011

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(25))
-URI https://asc.fasb.org/extlink&oid=126953954&loc=SL114868664-224227

+ Details

Condensed Consolidated Statements of Redeemable Convertible Preferred Stock And Stockholders’ Equity (Deficit) (Unaudited) - USD ($) $ in Thousands	Legacy SoundHound Redeemable Convertible Preferred Stock	Class A Common Stock	Class A	Class B Common Stock	Common Stock	Additional Paid-in Capital	Accumulated Other Comprehensive Loss	Accumulated Deficit	Total
Balance at Dec. 31, 2020	$ 273,687				$ 1	$ 30,836	$ (1)	$ (307,189)	$ (276,353)
Balance (in Shares) at Dec. 31, 2020	19,132,387				11,818,761
Retroactive application of Business Combination (Note 3)
Retroactive application of Business Combination (Note 3) (in Shares)	87,171,583				53,849,015
Adjusted balance, beginning of period	$ 273,687				$ 1	30,836	(1)	(307,189)	(276,353)
Adjusted balance, beginning of period (in Shares)	106,303,970				65,667,776
Issuance of common stock upon exercise of stock options						1,672			1,672
Issuance of common stock upon exercise of stock options (in Shares)					1,966,115
Issuance of common stock warrants						3,842			3,842
Other comprehensive gain, net of tax							1		1
Stock-based compensation						2,734			2,734
Net loss								(33,912)	(33,912)
Balance at Jun. 30, 2021	$ 273,687				$ 1	39,084		(341,101)	(302,016)
Balance (in Shares) at Jun. 30, 2021	106,303,970				67,633,891
Balance at Mar. 31, 2021	$ 273,687				$ 1	33,423	(1)	(326,449)	(293,026)
Balance (in Shares) at Mar. 31, 2021	19,132,387				12,116,611
Retroactive application of Business Combination (Note 3)
Retroactive application of Business Combination (Note 3) (in Shares)	87,171,583				55,206,093
Adjusted balance, beginning of period	$ 273,687				$ 1	33,423	(1)	(326,449)	(293,026)
Adjusted balance, beginning of period (in Shares)	106,303,970				67,322,704
Issuance of common stock upon exercise of stock options						473			473
Issuance of common stock upon exercise of stock options (in Shares)					311,187
Issuance of common stock warrants						3,842			3,842
Other comprehensive gain, net of tax							1		1
Stock-based compensation						1,346			1,346
Net loss								(14,652)	(14,652)
Balance at Jun. 30, 2021	$ 273,687				$ 1	39,084		(341,101)	(302,016)
Balance (in Shares) at Jun. 30, 2021	106,303,970				67,633,891
Balance at Dec. 31, 2021	$ 279,503				$ 1	43,491		(386,729)	(343,237)
Balance (in Shares) at Dec. 31, 2021	19,248,537				12,280,051
Retroactive application of Business Combination (Note 3)	$ (279,503)				$ (1)	279,504			279,502
Retroactive application of Business Combination (Note 3) (in Shares)	87,700,789				55,978,505
Adjusted balance, beginning of period						322,995		(386,729)	(63,734)
Adjusted balance, beginning of period (in Shares)	106,949,326				68,258,556
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)	(106,949,326)	140,114,060		40,396,600	(73,561,334)
PIPE financing		$ 1				86,584			86,585
PIPE financing (in Shares)		11,300,000	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						64			64
Issuance of Class A common shares upon exercise of stock options (in Shares)		42,099
Issuance of common stock upon release of restricted stock units
Issuance of common stock upon release of restricted stock units (in Shares)		117,340
Stock-based compensation						10,327			10,327
Net loss								(55,771)	(55,771)
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
Balance at Mar. 31, 2022	$ 279,503				$ 1	48,429		(411,832)	(363,402)
Balance (in Shares) at Mar. 31, 2022	19,248,537				12,718,968
Retroactive application of Business Combination (Note 3)	$ (279,503)				$ (1)	279,503			279,502
Retroactive application of Business Combination (Note 3) (in Shares)	87,700,789				57,969,213
Adjusted balance, beginning of period						327,932		(411,832)	(83,900)
Adjusted balance, beginning of period (in Shares)	106,949,326				70,688,181
Issuance of common stock upon exercise of stock options						367			367
Issuance of common stock upon exercise of stock options (in Shares)					152,910
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)	(106,949,326)	140,114,060		40,396,600	(73,561,334)
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						64			64
Issuance of Class A common shares upon exercise of stock options (in Shares)		42,099
Issuance of common stock upon release of restricted stock units
Issuance of common stock upon release of restricted stock units (in Shares)		117,340
Stock-based compensation						7,863			7,863
Net loss								(30,668)	(30,668)
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

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
Cash flows from operating activities:
Net loss	$ (55,771)	$ (33,912)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	2,269	2,836
Stock-based compensation	10,327	2,734
Change in fair value of derivative and warrant liability	606	1,314
Amortization of debt issuance cost	2,185	1,399
Non-cash lease amortization	1,545	1,790
Changes in operating assets and liabilities:
Accounts receivable, net	1,045	(2,323)
Prepaid expenses	(3,409)	266
Other current assets	(10)	(373)
Other assets	110	(26)
Accounts payable	1,846	(107)
Accrued liabilities	108	1,468
Operating lease liabilities	(2,258)	(2,096)
Deferred revenue	(5,362)	(4,845)
Other liabilities	2	(750)
Net cash used in operating activities	(46,767)	(32,625)
Cash flows from investing activities:
Purchases of property and equipment	(982)	(111)
Net cash used in investing activities	(982)	(111)
Cash flows from financing activities:
Proceeds from issuance of convertible notes, net of issuance cost		5,044
Proceeds from note payable, net of issuance cost		29,833
Proceeds from the issuance of common stock upon exercise of options	2,904	1,672
Proceeds from Business Combination and PIPE, net of transaction costs	91,695
Payments on notes payable	(3,416)
Payments on finance leases	(1,016)	(1,295)
Net cash provided by financing activities	90,167	35,254
Net increase in cash, cash equivalents, and restricted cash equivalents	42,418	2,518
Cash, cash equivalents, and restricted cash equivalents, beginning of period	22,822	44,982
Cash, cash equivalents, and restricted cash equivalents, end of period	65,240	47,500
Reconciliation to amounts on the condensed consolidated balance sheets:
Cash and cash equivalents	65,010	46,210
Current portion of restricted cash equivalents		230
Non-current portion of restricted cash equivalents	230	1,060
Total cash, cash equivalents, and restricted cash equivalents shown in the condensed consolidated statements of cash flows	65,240	47,500
Cash paid for:
Interest	1,140	149
Income taxes	33	18
Noncash investing and financing activities
Operating lease liabilities and right-of-use assets through adoption of ASC 842		11,428
Conversion of convertible note into common stock pursuant to Business Combination	20,239
Unpaid deferred offering costs associated with the Business Combination	1,006
Conversion of redeemable convertible preferred stock to common stock pursuant to Business Combination	279,503
Debt discount through issuance of common stock warrants		3,842
Operating lease liabilities arising from obtaining right-of-use assets	650
Property and equipment acquired under finance leases or debt		$ 650

Organization

6 Months Ended

Jun. 30, 2022

Accounting Policies [Abstract]

ORGANIZATION

1. ORGANIZATION

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. The determination was primarily based on the following facts:

●

Former Legacy SoundHound stockholders have a controlling voting interest in the Company;

●

The Company’s board of directors immediately after the closing of the Business Combination was comprised of five board members, primarily from the board of directors of Legacy SoundHound; and

●

Legacy SoundHound’s management continues to hold executive management roles for the Company following the Business Combination and are responsible for the day-to-day operations.

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 $30,668 and $55,711 for the three and six months ended June 30, 2022, respectively. As of June 30, 2022, the Company had an accumulated deficit of $442,500. Management expects to continue to incur additional substantial losses in the foreseeable future 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 June 30, 2022 was $65,010. The Company’s condensed consolidated financial statements have been prepared on a going-concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has reviewed the relevant conditions and events surrounding its ability to continue as a going concern including among others: historical losses, projected future results, including the effects of COVID-19, cash requirements for the upcoming year, funding capacity, net working capital, total stockholders’ equity and future access to capital. Although the Company has incurred recurring losses each year since its inception, the Company expects its cash and cash equivalents will be able to fund its operations for at least the next twelve months.

Other Risk and Uncertainties

The COVID-19 outbreak in the United States has caused business disruption through mandated and voluntary closings of businesses and shelter in place orders. In response, the U.S. Government enacted the CARES Act, which includes significant provisions to provide 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 variants and the ultimate impact of the CARES Act and other government initiatives.

The COVID-19 pandemic and its resulting economic and other effects could result in significant adverse effects on our customers’ cash flow and their ability to manufacture, distribute, and sell products incorporating our voice-enabling technologies. This in turn may restrict the ability of our customers to pay invoices for royalties, licensing fees and usage fees, or may result in a reduction in the royalties, licensing fees and usage fees that the Company earns which are often based on the number of units sold or distributed by customers. This reduction could cause adverse effects on the business, results of operations, financial condition, cash flows and ability to raise operating capital. In addition, economic effects resulting from the COVID-19 pandemic may adversely change consumer behavior and demand, including products sold by customers, which may result in a significant reduction in our revenue and adversely impact results of operations and financial condition. The COVID-19 pandemic has adversely affected our business and results of operations to date, and the duration and extent to which this will impact our future results remains uncertain.

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 military invasion of Ukraine by Russian troops was reported. Although the length and impact of the ongoing military conflict is highly unpredictable, the conflict in Ukraine could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions. We are continuing to monitor the situation in Ukraine and globally and assessing its potential impact on our business. The recent military conflict in Ukraine has led to sanctions and other penalties being levied by the United States, European Union and other countries against Russia. Additional potential sanctions and penalties have also been proposed and/or threatened. Russian military actions and the resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets, potentially making it more difficult for us to obtain additional funds. Although our business has not been materially impacted by the ongoing military conflict between Russian and Ukraine to date, it is impossible to predict the extent to which our operations, or those of our customers’ suppliers and manufacturers, will be impacted in the short and long-term, or the ways in which the conflict may impact our business. The extent and duration of the military action, sanctions and resulting market disruptions are impossible to predict but could be substantial.

Summary of Significant Accounting Policies

6 Months Ended

Jun. 30, 2022

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

2. SUMMARY OF 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 S-1/A on July 13, 2022, and (b) the unaudited interim condensed 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”). The condensed consolidated financial statements have been prepared on a basis consistent with the audited consolidated financial statements and in the opinion of management, all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation of the financial statements have been included. The results of operations for the three and six months ended June 30, 2022 are not necessarily indicative of the results for the fiscal year ending December 31, 2022 or any future interim period.

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.

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 assets and liabilities. During the three and six months ended June 30, 2022, the Company recognized net (gains)/losses related to foreign currency transactions and remeasurements of $(177) and $287, respectively, in the condensed consolidated statements of operations and comprehensive loss as other income (expense), net. During the three and six months ended June 30, 2021, the Company recognized net (gains)/losses related to foreign currency transactions and remeasurements of $(94) and $273, respectively, in the condensed consolidated statements of operations and comprehensive loss as other income (expense), net.

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 compensation expense. The Company bases its estimates on historical experience, the current economic environment and on assumptions it believes are reasonable under the circumstances. The Company adjusts such estimates and assumptions when facts and circumstances dictate. Changes in those estimates resulting from changes in the economic environment will be reflected in the financial statements in future periods. Actual results could differ materially from those estimates.

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 June 30, 2022, accounts receivable balances due from four customers collectively totaled 54% 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 six months ended June 30, 2022, the Company had four customers that accounted for 70% of revenue, and for the six months ended June 30, 2021, the Company had two customers that accounted for 64% of revenue.

For the three months ended June 30, 2022, the Company had four customers that accounted for 77% of revenue, and for the three months ended June 30, 2021, the Company had two customers that accounted for 71% of revenue.

Equity Issuance Costs

The Company capitalizes certain legal, professional, accounting and other third-party fees that are directly associated with in-process equity financings as deferred offering costs until such financings are consummated. After consummation of the financing, these costs are recorded as a reduction of the proceeds received from the equity financing. On April 26, 2022, upon closing of the Business Combination, the Company offset equity proceeds by $4,068 of deferred offering costs.

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) Identification of the contract(s) with a customer;

(ii) Identification of the performance obligations in the contract;

(iii) Determination of the transaction price, including the constraint on variable consideration;

(iv) Allocation of the transaction price to the performance obligations in the contract; and

(v) Recognition of revenue when, or as, performance obligations are satisfied.

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 financial instrument must be considered indexed to the Company’s own stock to qualify for equity classification. The Company classifies warrants as liabilities for any contracts that may require a transfer of assets. Warrants classified as liabilities are accounted for at fair value and remeasured at each reporting date until exercise, expiration or modification that results in equity classification. Any change in the fair value of the warrants is recognized as other income (expense), net in the condensed consolidated statements of operations and comprehensive loss.

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 that the deferred tax asset will not be realized. The Company adopted a more-likely-than-not threshold for financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. The Company records a liability for the difference between the benefit recognized and measured and the tax position taken or expected to be taken on the Company’s tax return.

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 June 30, 2022.

Stock-Based Compensation

The Company measures and records the expense related to stock-based payment awards based on the fair value of those awards as determined on the date of grant. The Company recognizes stock-based compensation expense over the requisite service period of the individual grant, generally equal to the vesting period, and uses the straight-line method to recognize stock-based compensation. The Company accounts for forfeitures as they occur. The Company uses the Black-Scholes option-pricing model to determine the fair value of stock options. The Black-Scholes option-pricing model requires the use of highly subjective and complex assumptions to determine the fair value of stock options, including the option’s expected term and the price volatility of the underlying stock. The Company calculates the fair value of options granted by using the Black-Scholes option-pricing model with the following assumptions:

Expected Volatility — The Company estimates volatility for option grants by evaluating the average historical volatility of a peer group of companies for the period immediately preceding the option grant for a term that is approximately equal to the option’s expected term.

Expected Term — The expected term of the Company’s options represents the period that the stock-based awards are expected to be outstanding. The Company has elected to use the midpoint between the stock options’ vesting term and contractual expiration period to compute the expected term, as the Company does not have sufficient historical information to develop reasonable expectations about future exercise patterns and post-vesting employment termination behavior.

Risk-Free Interest Rate — The risk-free interest rate is based on the implied yield currently available on U.S. Treasury zero-coupon issues with a term that is equal to the options’ expected term at the grant date.

Expected Dividend Yield — The Company has not declared or paid dividends to date and does not anticipate declaring dividends. As such, expected dividend yield is zero.

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 over the service period.

The Company issues RSUs with vesting conditions tied to certain performance criteria (“Performance-Based RSUs”). Stock-based compensation related to Performance-Based RSUs is recognized to the extent it is determined that performance is probable of being achieved.

The Company issues RSUs with vesting conditions tied to certain market conditions (“Market-Based RSUs”). To derive the fair value of Market-Based RSUs, the Company applies a Monte Carlo simulation to determine the grant date fair value. Stock-based compensation related to Market-Based RSUs is recognized over the derived service period.

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 valuation hierarchy for disclosure of fair value measurements as follows:

●

Level 1 — Inputs are unadjusted quoted prices in active markets for identical assets or liabilities at the measurement date.

●

Level 2 — Inputs (other than quoted market prices included in Level 1) are either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date and for the duration of the instrument’s anticipated life.

●

Level 3 — Inputs reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model.

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 shares of the Company’s Class A Common Stock, Refer to Note 11 for further information.

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 discount model with and without the conversion feature until extinguished on April 26, 2022 in connection with the Business Combination See Note 10 for additional information.

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 method until maturity or early conversion pursuant to the contractual terms of the arrangement.

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 number of shares of common stock outstanding during the period, without consideration for potentially dilutive securities.

Diluted net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted-average number of common stock and potentially dilutive securities outstanding for the period. For purposes of the diluted net loss per share calculation, Preferred Stock, stock options, RSUs, warrants and convertible notes are considered to be potentially dilutive securities. See Note 16 for further information.

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 six months ended June 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/A filed July 13, 2022 for a complete list of adopted accounting pronouncements. We have described the key accounted pronouncements below:

In February 2016, FASB issued Accounting Standards Update (ASU) 2016-02, Leases (Topic 842) and subsequent amendments to the initial guidance: ASU 2017-13, ASU 2018-10, ASU 2018-11, ASU 2018-20 and ASU 2019-01 (collectively, Topic 842). Topic 842 aims to increase transparency and comparability among organizations by requiring lessees to recognize leases with a term greater than 12 months as a right-of-use (“ROU”) asset and corresponding lease liabilities on the balance sheet, regardless of lease classification, and requiring disclosure of key information about leasing arrangements. The lease liability should be initially measured at the present value of the remaining contractual lease payments. Subsequently, the ROU assets will be amortized generally on a straight-line basis over the lease term, and the lease liability will bear interest expense and be reduced for lease payments. Topic 842 is effective for the Company for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. A modified retrospective application is required with an option to not restate comparative periods in the period of adoption. The Company adopted Topic 842 on January 1, 2021 using the modified retrospective approach, and financial information for the comparative period was not updated.

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 components for the building asset class and elected to not separate lease and non-lease components for the equipment asset class. The Company also made an accounting policy election to recognize lease expense for leases with a term of 12 months or less on a straight-line basis over the lease term and recognize no ROU or lease liability for those leases.

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:

	●	Operating lease liabilities of approximately $11,428, which represent the present value of the remaining lease payments, as of the date of adoption, discounted using the Company’s incremental borrowing rate on a lease-by-lease basis, and

●

Operating lease ROU assets of approximately $9,848 which represent the operating lease liabilities of $11,428, adjusted for (1) deferred rent of approximately $827, (2) lease incentives or tenant improvement allowance of $1,098 and (3) prepaid rent of $344.

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, Simplifying the Accounting for Income Taxes (“Topic 740”) (“ASU 2019-12”). ASU 2019-12 eliminates the need for an organization to analyze whether the following apply in a given period (1) exception to the incremental approach for intra-period tax allocation (2) exceptions to accounting for basis differences when there are ownership changes in foreign investments and (3) exceptions in interim period income tax accounting for year-to-date losses that exceed anticipated losses. ASU 2019-12 also is designed to improve financial statement preparers’ application of income tax-related guidance and simplify U.S. GAAP for (1) franchise taxes that are partially based on income, (2) transactions with a government that result in a step-up in the tax basis of goodwill, (3) separate financial statements of legal entities that are not subject to tax, and (4) enacted changes in tax laws in interim periods. The amendments in ASU 2019-12 are effective for the Company in fiscal years beginning after December 15, 2021. The Company adopted the standard on January 1, 2022. ASU 2019-12 did not result in any material impact on the Company’s condensed consolidated financial statements.

Recent Accounting Pronouncement — Not Yet Adopted

In October 2021, the FASB issued ASU 2021-08 Business Combinations (“ASC 805”) Accounting for Contract Assets and Contract Liabilities from Contracts with Customers guidance requiring entities to apply ASC 606 to recognize and measure contract assets and contract liabilities in a business combination. Under current U.S. GAAP, an acquirer generally recognizes assets acquired and liabilities assumed in a business combination, including contract assets and contract liabilities arising from revenue contracts with customers and other similar contracts that are accounted for in accordance with ASC 606, at fair value on the acquisition date. Under the new guidance the acquirer will recognize contract assets and contract liabilities at the same amounts recorded by the acquiree. The modifications improve comparability for both the recognition and measurement of acquired revenue contracts with customers at the date of, and after a business combination. The amendment is effective for the Company in fiscal years beginning after December 15, 2023. Early adoption of the amendment is permitted. The Company anticipates that it will not have a material impact on its condensed consolidated financial statements and related disclosures.

In June 2016, the FASB issued ASU 2016-13 to update the methodology used to measure current expected credit losses (“CECL”). This ASU applies to financial assets measured at amortized cost, including loans, held-to-maturity debt securities, net investments in leases, and trade accounts receivable as well as certain off-balance sheet credit exposures, such as loan commitments. This ASU replaces the current incurred loss impairment methodology with a methodology to reflect CECL and requires consideration of a broader range of reasonable and supportable information to explain credit loss estimates. The guidance must be adopted using a modified retrospective transition method through a cumulative-effect adjustment to retained earnings/(deficit) in the period of adoption. In November 2019, the FASB issued ASU 2019-10, Financial Instruments — Credit Losses (“Topic 326”), Targeted Transition Relief, which amends the transition guidance for ASU 2016-13. The ASU provides entities with the option to irrevocably elect the fair value option in Subtopic 825-10 on an instrument-by-instrument basis. ASU 2019-10 and ASU 2016-13 are effective for years beginning after December 15, 2022, with early adoption permitted. The Company is currently evaluating the impact the standard will have on the Company’s condensed consolidated financial statements.

Business Combination

6 Months Ended

Jun. 30, 2022

Business Combinations [Abstract]

BUSINESS COMBINATION

3. BUSINESS COMBINATION

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 shares of capital stock consisting of 455,000,000 shares of Class A Common Stock, 44,000,000 shares of Class B Common Stock, and 1,000,000 shares of preferred stock. All stock has a par value of $0.0001 per share. The holders of Class A Common Stock are entitled to one vote for each share of Class A Common Stock held. The holders of Class B Common Stock are entitled to ten votes per share on all matters submitted to stockholders for their vote or approval. No shares of preferred stock were issued and outstanding as of June 30, 2022.

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 shares of Class A Common Stock sold in ATSP’s initial public offering (the “public shares”) exercised their rights to redemption. The redemption right provided holders the right to have their shares redeemed for a pro rata portion of the trust account holding the proceeds from ATSP’s initial public offering. The value of the shares is calculated as of two (2) business days prior to the date of the Special Meeting, which was $10.00 per share, or $127,680 in the aggregate.

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 shares of Class A Common Stock and 40,396,600 Class B Common Stock; (2) each outstanding warrant to purchase shares of Legacy SoundHound Common Stock automatically converted into a warrant to purchase, subject to substantially the same terms and conditions as were applicable under these warrants prior to the Effective Time, shares of Class A Common Stock, proportionately adjusted for the Conversion Ratio, with the per share exercise price equal to the exercise price prior to the Effective Time divided by the Conversion Ratio and were net exercised upon the Closing; (3) each outstanding option to purchase shares of Legacy SoundHound Common Stock converted into an option to purchase, subject to substantially the same terms and conditions as were applicable under these options prior to the Effective Time, shares of Class A Common Stock equal to the number of shares subject to such option prior to the Effective Time multiplied by the Conversion Ratio, with the per share exercise price equal to the exercise price prior to the Effective Time divided by the Conversion Ratio; (4) each Legacy SoundHound RSU converted into a restricted stock unit of SoundHound, subject to substantially the same terms and conditions as were applicable under the SoundHound RSU prior to the Closing. SoundHound RSU holders received the same consideration holders would have received if the SoundHound RSU was converted into Legacy SoundHound Common Stock immediately prior to the Effective Time.

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 shares of Class A Common Stock (“PIPE Shares”), for a purchase price of $10.00 per share and an aggregate purchase price of $113,000,000 (the “PIPE Investment”). The PIPE shares are identical to the shares of Class A Common Stock that were held by the ATSP’s public stockholders at the time of the Closing, except that the PIPE Shares were not entitled to any redemption rights. The sale of PIPE Shares was consummated concurrently with the Closing.

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 $90,691. The table below shows the total 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		(27,666	)
Net proceeds from Business Combination and PIPE Investment	$	90,691

Relating to the consummation of the Business Combination, the Company incurred $27,666 in total transaction costs consisting of direct legal, accounting and other fees. $4,068 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 capital.

The amount recorded to additional paid-in-capital was comprised of $86,584 net proceeds from the PIPE investment and $4,105 after net redemptions of ATSP shareholders.

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

Revenue Recognition

6 Months Ended

Jun. 30, 2022

Revenue Recognition [Abstract]

REVENUE RECOGNITION

4. REVENUE RECOGNITION

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 customization, integration, maintenance and support professional services, allow customers to access the Houndify platform over the contract period without taking possession of the software. The contract terms of hosted services range from one year to twenty years.

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 services to develop and/or customize the Houndify application to each customer’s specification. Judgement is required to determine whether these professional services are 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 services are not distinct performance obligations, revenue for these activities is recognized over the period which the hosted services are provided and is included within hosted services revenue.

Professional Services

Revenue from distinct professional services, such as non-integrated development services, is either recognized over time based upon the progress towards completion of the project, or at a point in time at project completion. The Company assesses distinct professional services to determine whether the transfer of control is over-time or at a point in time. The Company considers three criteria in making their assessment, including (1) the customer simultaneously receives and consumes the benefits; (2) the Company’s performance creates or enhances an asset that the customer controls as the asset is created or enhanced; or (3) the Company’s performance does not create an asset with an alternative use to the entity and the entity has an enforceable right to payment for performance completed to date. If none of the criteria are met, revenue is determined to be recognized at a point in time.

For distinct professional services determined to be recognized over-time, measuring the stage of completion of a project requires significant judgement and estimates, including actual efforts spent in relation to estimated total costs and percentage of completion based on input and output measures. During the three months ended June 30, 2022, $239 of professional service revenue was recognized over time, with the remaining $1,143 recognized at a point in time when the performance obligation was fulfilled and control of the service was transferred to the customer. During the six months ended June 30, 2022, $806 of professional service revenue was recognized over time, with the remaining $1,143 recognized at a point in time when the performance obligation was fulfilled and control of the service was transferred to the customer.

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 downloads of the SoundHound music identification app. The amount of revenue is based on actual monetization generated or usage, which represent a variable consideration with constrained estimates. Therefore, the Company recognizes the related revenues at a point in time when advertisements are placed, when commissions are paid or when the SoundHound application is downloaded. The determination of whether revenue should be reported on a gross or net basis is based on an assessment of whether the Company is acting as a principal or an agent in the transaction. The Company has determined that it does not act as the principal in monetization arrangements because it does not control the transfer of the service and it does not set the price. Based on these factors, the Company reports revenue on a net basis.

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 solutions. Revenues generated from licensing is based on royalty models with a combination of minimum guarantees and per unit pricing. Royalty periods are generally subsequent to when control of the license passes to the customer. The Company records licensing revenue as a usage-based royalty from customers’ usage of intellectual property in the same period in which the underlying sale occurs. The Company provides assurance-type warranty services and to date, post-contract support has been an immaterial performance obligation within the context of the 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:

●

Costs of developing and supplying each performance obligation;

●

Industry standards;

●

Major product groupings; and

●

Gross margin objectives and pricing practices, such as contractually stated prices, discounts offered, and applicable price lists.

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 six months ended June 30, 2022 and 2021, revenues under each performance obligation were as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Hosted services	$	4,450	$	3,122	$	7,794	$	6,510
Professional services		1,382		4,739		1,949		4,739
Monetization		219		418		427		769
Licensing		101		—		272		—
Total	$	6,152	$	8,279	$	10,442	$	12,018

For the three and six months ended June 30, 2022 and 2021, the disaggregated revenue by geographic location was as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
United States	$	1,858	$	1,235	$	3,248	$	2,303
Japan		923		921		1,850		1,954
Germany		1,143		5,198		1,826		6,217
France		1,837		393		2,296		393
Korea		241		382		653		860
Other		150		150		569		291
Total	$	6,152	$	8,279	$	10,442	$	12,018

For the three and six months ended June 30, 2022 and 2021, the disaggregated revenue by recognition pattern was as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Over time revenue	$	4,690	$	3,515	$	8,600	$	6,903
Point-in-time		1,462		4,764		1,842		5,115
Total	$	6,152	$	8,279	$	10,442	$	12,018

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 tangible products across the automotive and consumer electronics industries. Revenue from Product Royalties is based on volume, usage, or life of the products, which are driven by number of devices, users, or unit of time. Service Subscription revenue is generated through Houndified Services, which include customer services, food ordering, content, appointments, and voice commerce. Subscription revenue is derived from monthly fees based on usage-based revenue, revenue per query or revenue per user. Both Houndified Products and Houndified Services may include professional services that develop and customize the Houndify 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 three and six months ended June 30, 2022 and 2021, the disaggregated revenue by service type was as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Product royalties	$	5,561	$	7,469	$	9,270	$	10,454
Service subscriptions		372		392		745		795
Monetization		219		418		427		769
Total	$	6,152	$	8,279	$	10,442	$	12,018

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 June 30, 2022 and December 31, 2021, the Company had contract assets included in prepaid expenses and other current assets of $247 and $54, respectively, in the condensed consolidated balance sheets. The Company did not record any asset impairment charges related to contract assets during the six months ended June 30, 2022 and June 30, 2021.

Revenue recognized included in the balances of the deferred revenue at the beginning of the reporting period during three and six months ended June 30, 2022, was $1,275 and $3,437, respectively, as compared to $3,458 and $5,168 for the three and six months ended June 30, 2021, respectively.

As of June 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 $23,081. Given the applicable contract terms, $8,933 is expected to be recognized as revenue within one year, $10,651 is expected to be recognized between two to five years and the remainder of $3,497 is expected to be recognized after five years. This amount does not include contracts to which the customer is not committed, contracts for which the Company recognizes revenue equal to the amount the Company has the right to invoice for services performed or future sales-based or usage-based royalty payments in exchange for access to the Company’s hosted services. This amount is subject to change due to future revaluations of variable consideration, terminations, other contract modifications or currency adjustments. The estimated timing of the recognition of remaining unsatisfied performance obligations is subject to change and is affected by changes to scope, changes in timing of delivery of products and services or contract modifications.

The Company’s long-term contracts do not have significant financing components, as there is generally payment and performance in each year of the contract. If there is a period of one year or longer between the transfer of promised services and payment, it is generally for reasons other than financing and, thus, the Company does not adjust the transaction price for financing components.

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.

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-URI https://asc.fasb.org/topic&trid=49130388

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 10
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130551-203045

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130556-203045

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 9
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130550-203045

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (e)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 15
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130558-203045

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

+ Details

Property and Equipment, Net

6 Months Ended

Jun. 30, 2022

Property, Plant and Equipment [Abstract]

PROPERTY AND EQUIPMENT, NET

5. PROPERTY AND EQUIPMENT, NET

Property and equipment, net consisted of the following:

	June 30, 2022			December 31, 2021
Computer equipment	$	20,802		$	20,571
Software and voice recordings		9,204			8,687
Leasehold improvements		3,849			3,567
Furniture and fixtures		763			729
Total property and equipment, at cost		34,618			33,554
Less: accumulated depreciation and amortization		(29,750	)		(27,399	)
Total property and equipment, net	$	4,868		$	6,155

Property and equipment, net includes assets under finance lease obligations (see Note 14 for additional information) with an aggregate cost of approximately $4,336 and $6,975 as of June 30, 2022 and December 31, 2021, respectively, and accumulated depreciation of approximately $2,930 and $4,293 as of June 30, 2022 and December 31, 2021, respectively. Depreciation and amortization expense totaled approximately $1,053 and $2,269 for the three and six months ended June 30, 2022, respectively, as compared to $1,382 and $2,836 for the three and six months ended June 30, 2021, respectively.

Accrued Liabilities

6 Months Ended

Jun. 30, 2022

Disclosure of Accrued Liabilities [Abstract]

ACCRUED LIABILITIES

6. ACCRUED LIABILITIES

Accrued liabilities on the condensed consolidated balance sheets was comprised of the following:

	June 30, 2022		December 31, 2021
Accrued compensation expenses	$	3,948	$	3,802
Accrued interest		277		1,369
Accrued vendor payables		1,471		1,109
Accrued professional services		234		934
Other accrued liabilities		9		84
	$	5,939	$	7,298

Commitments and Contingencies

6 Months Ended

Jun. 30, 2022

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

7. COMMITMENTS AND CONTINGENCIES

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 $98,000 in cloud costs over a seven-year period subject to variable increases based on usage.

Aggregate noncancelable future minimum payments were as follows as of June 30, 2022:

Remainder of 2022	$	2,000
2023		7,000
2024		11,000
2025		14,000
2026		16,000
Thereafter		48,000
Total	$	98,000

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., that state and local jurisdiction may, in certain circumstances, enforce sales and use tax collection obligations on remote vendors that have no physical presence in such jurisdiction. A number of states have already begun, or have positioned themselves to begin, requiring sales and use tax collection from remote vendors. The details and effective dates of these collection requirements vary from state to state. The Company continues to analyze potential sales tax exposure using a state-by-state assessment. In accordance with ASC 450, Contingencies, the Company estimated and recorded a liability of $1,105 as of June 30, 2022 and December 31, 2021.

Warrants

6 Months Ended

Jun. 30, 2022

Warrants [Abstract]

WARRANTS

8. WARRANTS

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 June 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 shares of Legacy SoundHound common stock, respectively, with an exercise price of $3.67 per share to the lenders, which were immediately exercisable.

The Company recorded the warrants initially at fair value (see Note 10 for additional information) as paid-in-capital on the condensed consolidated balance sheets based on the allocation of its relative fair value of the debt proceeds. See Note 10 for additional information on the fair value calculation. The fair value in relation to the SVB March 2021 Note was allocated to the notes as a discount. The fair value in relation to the SCI June 2021 Note was capitalized as an asset, as the underlying debt bears similarity to a revolving commitment. As the warrants were classified as equity, they are not subject to remeasurement at the end of each reporting period. The initial allocated fair value of the warrants as of March 31, 2021 and June 14, 2021 was $2,316 and $1,526, respectively. The warrants have a ten-year expiration date from the applicable closing date of March 2031 and June 2031, respectively.

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 shares of Class A Common Stock.

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, 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.

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. On the Closing Date, there were 3,324,984 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.

Convertible Note and Notes Payable

6 Months Ended

Jun. 30, 2022

Debt Disclosure [Abstract]

CONVERTIBLE NOTE AND NOTES PAYABLE

9. CONVERTIBLE NOTE AND NOTES PAYABLE

SNAP June 2020 Note

In June 2020, the Company issued a promissory note, the SNAP June 2020 Note, to a Lender in exchange for $15,000 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 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 $30,000, 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 the SNAP June 2020 Note in cash, pursuant to the following terms (“Redemption Feature”):

●

200% of the then outstanding principal amount of the respective note plus any unpaid accrued interest on the original principal of such note; and

●

100% of the then outstanding principal amount of the respective note plus any unpaid accrued interest on the original principal of such note, provided that if the change of control transaction closes between the Company and the Lender or an affiliate of the Lender.

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 June 2020 was $2,460, 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 $2,529. The Company amortized the aggregate debt discount using the effective interest method. The Company recognized total interest expense of $150 and $666 associated with the SNAP June 2020 Note for the three and six months ended June 30, 2022, respectively, out of which $97 and $427 relates to the amortization of the debt discount. The Company recognized total interest expense of $499 and $985 associated with the SNAP June 2020 Note for the three and six months ended June 30, 2021, respectively, out of which $312 and $613 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 $30,000, 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 $15,000 and accrued interest of $1,375 were converted into 368,384 shares of Class A Common Stock. In addition, the remaining debt discount of $230 and related derivative liability with fair value of $4,094 as of the Closing Date were extinguished.

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.

	April 26, 2022		December 31, 2021
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 in nature on December 31, 2021.

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 shares of Legacy SoundHound’s common stock. The warrant’s allocated fair value was $2,316 at issuance. The SVB March 2021 Note also contains a final payment provision of $1,050. The warrants were recognized as a debt discount at issuance and recorded as a reduction of the debt balance under a relative fair value approach. The Company recorded the final payment as an increase to the principal balance and debt discount for the entire payment amount. The Company was amortizing the discounts on an effective interest basis over the period from issuance through the Early Maturity Date (as defined below).

The loan bears interest at an annual rate equal to the greater of 9% or 5.75% above the Prime Rate. As of June 30, 2022, the interest rate was 10.5%. Payments are interest-only for the first twelve months and are fully amortizable thereafter. The Company recorded stated interest expense in the condensed consolidated statements of operations and comprehensive loss for the three and six months ended June 30, 2022 of $689 and $1,363, respectively, of which $228 remained unpaid as accrued interest during both periods. During both the three and six months ended June 30, 2021, the Company recorded interest expense of $683, of which $225 remained unpaid as accrued interest. The total amount of debt discount at issuance was $3,532. As of June 30, 2022 and December 31, 2021, the unamortized debt discount totaled $102 and $1,086, respectively. During the three and six months ended June 30, 2022, the Company recorded $17 and $984 in interest expense related to the debt discounts, respectively. During both the three and six months ended June 30, 2021, the Company recorded $786 in interest expense related to the debt discounts.

The original term loan amortization date was April 1, 2022, with an opportunity for a six-month extension if certain performance milestones are met. 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.

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 $16,050 of the balance as long-term and $12,000 of the balance as short-term as of June 30, 2022 compared to the entirety of the balance as short-term as of December 31, 2021.

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 shares of Legacy SoundHound’s common stock. The warrant’s allocated fair value was $1,526 at issuance. The Company recorded the final payment as an increase to the principal balance and debt discount for the entire payment amount upon each draw.

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 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 basis from the issuance date through the maturity date of May 31, 2025. The Company recorded $209 and $775 in interest expense related to the debt discounts during the three and six months ended June 30, 2022, respectively, and $138 in interest expense related to the debt discounts during both the three and six months ended June 30, 2021. As of June 30, 2022 and December 31, 2021, the unamortized debt discount totaled $357 and $1,132, respectively.

The loan bears interest at an annual rate equal to the greater of 9% or 5.75% above the Prime Rate. As of June 30, 2022, the interest rate is 10.5%. Payments are interest-only for the first twelve months and are fully amortizing thereafter. The Company incurred and paid $365 and $703 in stated interest in the condensed consolidated statements of operations and comprehensive loss for the three and six months ended June 30, 2022, respectively, and $21 in stated interest during both the three and six months ended June 30, 2021.

The loan amortization date is June 1, 2022, with an opportunity for a six-month extension if certain performance milestones are met. The maturity date of the loan is the earlier of May 31, 2025 or when the SNAP June 2020 Note is either paid in full or matures on June 26, 2022. Upon mutual consent of the Company and its Agent, the outstanding principal amount of term loan advances may be converted into equity securities that are issued by SoundHound in an Initial Public Offering (“IPO”) or by a Special Purpose Acquisition Company (“SPAC”) during a private placement sale of SoundHound’s equity securities that closes substantially concurrently with the closing of a SPAC acquisition. If conversion occurs in connection with an IPO, the conversion of the principal amount shall be into the same class and series of equity securities for the initial price per security to the public sold in the IPO. If conversion occurs in connection with a SPAC, the conversion of principal amount shall be into the equity securities purchased by other investors in the SPAC at the same share price and upon the same terms.

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 $5,000 of the balance as long-term and $10,108 of the balance as short-term as of June 30, 2022 compared to the entirety of the balance as short-term as of December 31, 2021. Additionally, 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 June 30, 2022, the SCI June 2021 Note was classified as a note payable.

The below tables summarize the Company’s debt balances as of June 30, 2022 and December 31, 2021:

	June 30, 2022
	SVB March 2021 Note			SCI June 2021 Note		Total
Notes payable	$	12,000		$	5,000	$	17,000
Notes payable, net of current portion		16,050			10,108		26,158
Unamortized loan discount		(102	)		—		(102	)
Total	$	27,948		$	15,108	$	43,056
Unamortized debt issuance cost recorded as an asset	$	—		$	357	$	357

	December 31, 2021
	SVB March 2021 Note
Note payable, current portion	$	31,050
Unamortized loan discount		(1,086	)
Carrying value	$	29,964

	December 31, 2021
	SNAP June 2020 Note			SCI June 2021 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

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.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-URI https://asc.fasb.org/topic&trid=2208564

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (h)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (g)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1E
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495348-112611

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (i)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

+ Details

Fair Value Measurements

6 Months Ended

Jun. 30, 2022

Fair Value Disclosures [Abstract]

FAIR VALUE MEASUREMENTS

10. FAIR VALUE MEASUREMENTS

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 June 30, 2022
	Level 1		Level 2		Level 3
Assets:
Cash equivalents	$	165	$	—	$	—
Total	$	165	$	—	$	—

	Fair Value Measurements as of December 31, 2021
	Level 1		Level 2		Level 3
Assets:
Cash equivalents	$	4,863	$	—	$	—
Liabilities:
Derivative liability		—		—		(3,488	)
Warrant liability		—		—		—
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 June 30, 2021, resulting in a change in fair value of $611 and $864 during the three and six months ended June 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-Merton option-pricing model using the following assumptions:

	June 30, 2021
Expected dividend rate		0	%
Risk-free interest rate		0.28	%
Expected volatility		46	%
Expected term (in years)		2.14

Upon exercise in December 2021, the warrants were recorded as Series C Preferred Stock at their fair value of $5,816 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 $2,316 and $1,526, 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 option-pricing model using the following assumptions, respectively:

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 shares of Class A Common Stock.

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 $144.

Following the Business Combination and as of June 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, 2021
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 $4,094. 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 capital upon extinguishment on the condensed consolidated balance sheet.

The following table summarizes the fair value remeasurement of the embedded derivative for the three and six months ended June 30, 2022 and 2021:

	Three Months Ended June 30,					Six Months Ended June 30,
	2022			2021		2022			2021
Remeasurement of conversion feature – (loss)/gain	$	(14	)	$	700	$	(606	)	$	(450	)

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:

	Derivative Liability		Warrant Liability
Balance as of December 31, 2020	$	2,380	$	2,004
Change in fair value		450		863
Balance as of June 30, 2021	$	2,830	$	2,867

	Derivative Liability			Warrant Liability
Balance as of December 31, 2021	$	3,488		$	—
Change in fair value		606			—
Extinguishment of embedded derivative upon conversion of convertible note		(4,094	)		—
Balance as of June 30, 2022	$	—		$	—

There were no transfers of financial instruments between the three levels of the fair value hierarchy for the six months ended June 30, 2022. The Company had no other financial assets or liabilities that were required to be measured at fair value on a recurring basis.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Preferred Stock

6 Months Ended

Jun. 30, 2022

Disclosure Text Block Supplement [Abstract]

PREFERRED STOCK

11. PREFERRED STOCK

A summary of the Legacy SoundHound Preferred Stock authorized, issued and outstanding as of the date of the Business Combination is as follows:

	Shares		Shares		Liquidation		Carrying
	Authorized		Issued		Preference		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, D, D-1, D-2, and D-3 preferred stock were converted into 106,949,326 shares of SoundHound AI Class A Common Stock at the exchange ratio of 5.5562. Shares Authorized and Shares Issued above have been retroactively adjusted to reflect the exchange. As a result of the conversion of the Legacy SoundHound redeemable convertible preferred stock, the Company reclassified the amount of redeemable convertible preferred stock to additional paid in capital.

Upon the consummation of the Business Combination, the Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share. The number of authorized shares of preferred stock may also be increased or decreased by the affirmative vote of the holders of a majority of the voting power of all the then-outstanding shares of capital stock of the Company entitled to vote thereon, without a separate vote of the holders of preferred stock. Any new series of preferred stock may be designated, fixed and determined as provided by the Board without approval of the holders of common stock or preferred stock. The preferred stock holders have the rights to elect one or more directors as per the Company’s restated certificate of incorporation. The Company has no preferred stock outstanding as of June 30, 2022.

Common Stock

6 Months Ended

Jun. 30, 2022

Common Stock [Abstract]

COMMON STOCK

12. COMMON STOCK

The Company had 250,030,433 shares of Legacy SoundHound common stock authorized for issuance prior to the closing of the Business Combination.

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 shares of capital stock, consisting of (a) 455,000,000 shares of Class A Common Stock with a par value of $0.0001 per share, (b) 44,000,000 shares of Class B Common Stock with a par value of $0.0001 per share, and (c) 1,000,000 shares of preferred stock with a par value of $0.0001 per share. The outstanding shares of the Company’s common stock are fully paid and non-assessable.

As a result of the Business Combination, 73,561,334 shares of Legacy SoundHound common stock, along with 106,949,326 shares of Legacy SoundHound preferred stock, were converted into 180,510,660 shares of the Company’s common stock, consisting of 140,114,060 shares of Class A Common Stock and 40,396,600 shares of the Company’s Class B Common Stock. On all matters to be voted upon, subject to the rights of any holders of any series of preferred stock, holders of shares of Class A Common Stock and Class B Common Stock will vote together as a single class on all matters submitted to the stockholders for their vote or approval. Holders of Class A Common Stock are entitled to one vote per share on all matters submitted to the stockholders for their vote or approval. Holders of Class B Common Stock are entitled to ten votes per share on all matters submitted to stockholders for their vote or approval.

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.

Stock Incentive Plans

6 Months Ended

Jun. 30, 2022

Share-Based Payment Arrangement [Abstract]

STOCK INCENTIVE PLANS

13. STOCK INCENTIVE PLANS

In April 2016, we 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 Company may 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 under the Plans 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 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.

On April 26, 2022, the stockholders of the Company approved the SoundHound AI, Inc. 2022 Incentive Award Plan (the “2022 Incentive Plan”), which become effective upon the Closing. The Company initially reserved 19,650,371 shares of Class A Common Stock for the issuance of awards under the 2022 Incentive Plan (“Initial Limit”). The Initial Limit represents 10% of the aggregate number of shares of the Company’s common stock outstanding immediately after the Closing and is subject to increase each year over a ten-year period. The Incentive Award Plan provides for the grant of stock options, which may be ISOs or non-statutory stock options (“NSOs”), stock appreciation rights (“SARs”), restricted shares, restricted stock units and other stock or cash-based awards that the Incentive Award Plan Administrator determines are consistent with the purpose of the Incentive Award Plan and the interests of the Combined Company, or collectively, awards. As of June 30, 2022, the Company has 15,700,371 awards remaining for issuance.

On April 26, 2022, the stockholders of the Company approved SoundHound AI, Inc. 2022 Employee Stock Purchase Plan (the “ESPP”), which become effective upon the Closing. An aggregate of 3,930,074 shares of the Company’s Class A Common Stock has been reserved for issuance or transfer pursuant to rights granted under the ESPP (“Aggregate Number”). The Aggregate Number represents 2% of the aggregate number of shares of the Company’s common stock outstanding immediately after the Closing and is subject to increase each year over a ten-year period. The ESPP provides eligible employees with an opportunity to purchase common stock from the Company at a discount through accumulated payroll deductions. The ESPP will be implemented through a series of offerings of purchase rights to eligible employees. Under the ESPP, the Company’s Board of Directors may specify offerings but generally provides for a duration of 27 months. The first purchase period has not begun as of June 30, 2022. The purchase price will be specified pursuant to the offering, but cannot, under the terms of the ESPP, be less than 85% of the lower of the fair market value per share of the Company’s common stock on either the offering date or on the purchase date. The ESPP also includes a six-month look-back provision for the purchase price of the stock price on the purchase date is less than the stock price on the offering date.

Option Activity

Stock option activity under the Plans was as follows for the six months ended June 30, 2022:

	Number of Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)		Average Intrinsic Value
Outstanding, December 31, 2021		30,361,405		$	3.45		6.78	$	168,923
Authorized		—			—		—		—
Granted		177,801			9.01		—		—
Options exercised		(2,624,634	)		1.11		—		20,705
Options forfeited or cancelled		(412,707	)		4.43		—		1,497
Outstanding, June 30, 2022		27,501,865		$	3.70		6.69		7,758
Options exercisable as of June 30, 2022		17,684,206		$	2.53		5.58		7,750

Stock option activity under the Plans was as follows for the six months ended June 30, 2021:

	Number of Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)		Average Intrinsic Value
Outstanding, December 31, 2020		28,772,180		$	2.38		6.75	$	36,987
Authorized		—			—		—		—
Granted		989,018			3.96		—		4,996
Options exercised		(1,966,115	)		0.85		—		5,947
Options forfeited or cancelled		(1,162,848	)		3.09		—		—
Outstanding, June 30, 2021		26,632,235		$	2.52		6.60		172,816
Options exercisable as of June 30, 2021		17,078,959		$	2.02		5.36		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 six months ended June 30, 2022 or year ended December 31, 2021 that were subject to repurchase.

The total fair value of options vested was approximately $1,893 and $3,468 during the three and six months ended June 30, 2022 respectively as compared to $933 and $1,969 for the three and six months ended June 30, 2021, respectively.

For the purpose of determining the estimated fair value of share-based payment awards issued in the form of stock options, the Company uses the Black-Scholes option-pricing model as permitted under the provisions for share-based payment awards.

The assumptions under the Black-Scholes option-pricing model and the weighted average calculated fair value of the options granted to employees during the six-month periods ended June 30, 2022 and June 30, 2021 are as follows:

	June 30, 2022			June 30, 2021
Expected dividend yield		0	%		0	%
Expected volatility		40	%		43	%
Expected term (years)		5.98			6.06
Risk free interest rate		2.40	%		1.00	%

As of June 30, 2022, the unamortized expense related to outstanding options was $20,943. The weighted average remaining amortization period over which the balance as of June 30, 2022 is to be amortized is 2.74 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 six months ended June 30, 2022:

	Number of Shares			Weighted Average Grant Date Fair Value
Outstanding, December 31, 2021		—		$	—
Granted		5,918,392			8.47
Released		(117,340	)		8.04
Forfeited		(9,794	)		9.77
Outstanding, June 30, 2022		5,791,258		$	8.38

The Company assessed an accounting grant date on June 2, 2022 for the issuance of 2,310,000 RSUs, 970,000 Performance-Based RSUs and 670,000 Market-Based RSUs to certain named executives and other executive offers based on the approval of employment agreements by the Board of Directors or Compensation Committee as respectively authorized which contained the key terms of the equity award agreements.

The Company recorded stock-based compensation expense of $53 related to Performance-Based RSUs during the three months ended June 30, 2022. Unamortized expense related to Performance-Based RSUs was $7,659 as of June 30, 2022.

To derive the fair value of Market-Based RSUs, the Company applies a Monte Carlo simulation to determine the grant date fair value. Stock-based compensation related to Market RSUs is recognized over the derived service period.

The assumptions under the Monte Carlo simulation model and the calculated fair value of the Market-Based RSUs granted to employees during the three months ended June 30, 2022 were as follows:

	June 30, 2022
Expected volatility		50	%
Expected term (years)		4
Drift rate		2.9	%

The weighted average grant date fair value of the Market-Based RSUs was $3.57. The Company recorded $44 in stock-based compensation expense related to Market-Based RSUs during the three months ended June 30, 2022. Unamortized expense related to Market-Based RSUs was $2,267 as of June 30, 2022.

During the three and six months ended June 30, 2022, the fair value of RSUs that vested was $942. During the three and six months ended June 30, 2022 the Company recorded $4,454 and $4,488, respectively, of stock-based compensation related to RSUs. As of June 30, 2022, the unamortized expense related to RSUs was $17,033. The weighted average remaining amortization period over which the balance as of June 30, 2022 is to be amortized is 3.64 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.

Employee Stock-Based Compensation

The Company’s founders held 7,270,503 of Legacy SoundHound common stock pre-conversion prior to the Business Combination. The founders exchanged their shares for Legacy SoundHound Class B common stock immediately prior to the closing of the business combination. Upon the Business Combination, the founders exchanged their Legacy SoundHound Class B shares in exchange for 40,396,600 shares of Class B Common Stock according to the Conversion Ratio. As the Class B Common Stock shares have 10 votes per share, the exchange resulted in incremental stock-based compensation expense of $963 which is included in general and administrative expenses on the condensed consolidated statements of operations and comprehensive loss for the three month period ended June 30, 2022.

During the three and six months ended June 30, 2022, the Company’s stock compensation expense was $7,863 and $10,327, respectively, as compared to $1,346 and $2,734 for the three and six months ended June 30, 2021, respectively. Stock-based compensation is classified in the following operating expense accounts on the condensed consolidated statements of operations and comprehensive loss for the three and six months ended June 30, 2022 and 2021:

	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Cost of revenues	$	11	$	—	$	11	$	—
Sales and marketing		538		104		796		202
Research and development		2,740		944		4,343		1,996
General and administrative		4,574		298		5,177		536
Total	$	7,863	$	1,346	$	10,327	$	2,734

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 in 2017 and 2020 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 June 30, 2022.

Leases

6 Months Ended

Jun. 30, 2022

Leases [Abstract]

LEASES

14. LEASES

The Company leases certain facilities under non-cancelable operating leases that expire at various dates through 2026. Some leases include renewal options, which would permit extensions of the expiration dates at rates approximating fair market rental values. The Company also enters into certain finance leases for computer equipment. The finance leases are collateralized by the financed assets.

Aggregate noncancelable future minimum lease payments under operating and finance leases were as follows as of June 30, 2022:

	Operating Lease			Financing Lease

Remainder of 2022	$	1,788		$	303
2023		3,754			189
2024		3,226			122
2025		902			12
2026		445			—
Thereafter		1,632			—
Total		11,747			626
Less: imputed interest		(1,324	)		(51	)
Present value of lease liabilities		10,423			575
Less: current portion		(3,299	)		(361	)
Lease liabilities, net of current portion	$	7,124		$	214

The components of lease cost were as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Operating lease cost	$	854	$	853	$	1,719	$	1,676
Short-term lease cost		80		70		137		283
Financing lease cost:
Amortization of finance leased assets		365		635		776		1,289
Interest of lease liabilities		22		227		59		467

The table below presents additional information related to our leases as of June 30, 2022:

	Operating Lease			Financing Lease
Weighted average remaining lease term (years)		3.85			1.55
Weighted average discount rate		5.92	%		10.12	%

The Company’s total rent expense for the three and six months ended June 30, 2022 was $934 and $1,856, respectively. The Company’s total rent expense for the three and six months ended June 30, 2021 was $923 and $1,959, respectively.

Other Income (Expense), Net

6 Months Ended

Jun. 30, 2022

Other Income (Expense), Net [Abstract]

OTHER INCOME (EXPENSE), NET

15. OTHER INCOME (EXPENSE), NET

Other income (expense), net on the condensed consolidated statements of operations and comprehensive loss is comprised of the following for the three and six months ended June 30, 2022 and 2021:

	Three Months Ended June 30,					Six Months Ended June 30,
	2022			2021		2022			2021

Other income (expense), net
Interest income	$	37		$	1	$	39		$	6
Change in fair value of derivative and warrant liability		(14	)		89		(606	)		(1,314	)
Other income (expense), net		200			94		(267	)		(234	)
Total other income (expense), net	$	223		$	184	$	(834	)	$	(1,542	)

Net Loss Per Share

6 Months Ended

Jun. 30, 2022

Earnings Per Share [Abstract]

NET LOSS PER SHARE

16. NET LOSS PER SHARE

The following table presents the calculation of basic and diluted net loss per share attributable to common stockholders for the three and six months ended June 30, 2022 and 2021:

	Three Months Ended June 30,						Six Months Ended June 30,
	2022			2021			2022			2021
Numerator:
Net loss	$	(30,668	)	$	(14,652	)	$	(55,771	)	$	(33,912	)
Denominator:
Weighted average shares outstanding – basic and dilutive		162,004,172			67,357,878			116,059,520			66,666,508
Basic and diluted net loss per share	$	(0.19	)	$	(0.22	)	$	(0.48	)	$	(0.51	)

For the three and six months ended June 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 for the three and six months ended June 30, 2022 and 2021:

	As of June 30,
	2022		2021
Stock options		27,501,865		26,632,235
Restricted stock units (RSUs)		5,791,258		—
Series C warrants		—		745,238
Common stock warrants		3,532,984		1,063,214
Redeemable convertible preferred stock		—		106,303,970
Total		36,826,107		134,744,657

Income Taxes

6 Months Ended

Jun. 30, 2022

Income Tax Disclosure [Abstract]

INCOME TAXES

17. INCOME TAXES

The tax expense and the effective tax rate were as follows:

	Three Months Ended June 30,						Six Months Ended June 30,
	2022			2021			2022			2021
Loss before income taxes	$	(30,279	)	$	(14,609	)	$	(55,030	)	$	(33,702	)
Income tax expense		389			43			741			210
Effective tax rate		(1.46	)%		(0.29	)%		(1.35	)%		(0.62	)%

The increase in the effective tax rate for the three and six months ended June 30, 2022, compared to the three and six months ended June 30, 2021, is primarily due to the amount and mix of income (loss) from multiple tax jurisdictions and withholding taxes in excluded loss jurisdictions.

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.

The Company currently has valuation allowances recorded against its deductible temporary differences and net operating loss carryforwards in certain jurisdictions where the realizability of such deferred tax assets is substantially in doubt. Each quarter, the Company assesses the likelihood that it will be able to recover its deferred tax assets. The Company considers available evidence, including significant events and transactions, both positive and negative, including reversing taxable temporary differences and forecasted earnings in assessing its need for a valuation allowance in each jurisdiction. As a result of the Company’s analysis, it concluded that it is more likely than not that a portion of its deferred tax assets will not be realized. Therefore, the Company continues to provide a valuation allowance against its deferred tax assets in certain jurisdictions. The Company continues to monitor available evidence and may reverse some or all its remaining valuation allowance in future periods, if appropriate. The Company has a recorded valuation allowance against its deferred tax assets of $2,169 as of June 30, 2022 and December 31, 2021.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 21
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32857-109319

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-URI https://asc.fasb.org/extlink&oid=122134291&loc=d3e330215-122817

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 17
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32809-109319

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-URI https://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 14
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32705-109319

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 270
-Section 50
-Paragraph 1
-URI https://asc.fasb.org/extlink&oid=6424409&loc=d3e44925-109338

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-URI https://asc.fasb.org/topic&trid=2144680

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 30
-Section 50
-Paragraph 2
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=6424122&loc=d3e41874-109331

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

Related Party Transactions

6 Months Ended

Jun. 30, 2022

RELATED PARTY TRANSACTIONS

18. RELATED PARTY TRANSACTIONS

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. The following is financial information on related party transactions for the three and six months ended June 30, 2022 and 2021 and as of June 30, 2022 and December 31, 2021:

	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Revenue	$	3,019	$	1,813	$	5,190	$	3,621

	As of June 30, 2022		As of December 31, 2021
Accounts receivable	$	289	$	583
Deferred revenue	$	12,064	$	15,238

Accounting Policies, by Policy (Policies)

6 Months Ended

Jun. 30, 2022

Accounting Policies [Abstract]

Basis of Presentation and Significant Accounting Policies

Basis of Presentation and Significant Accounting Policies

Principles of Consolidation

Principles of Consolidation

Reclassification

Foreign Currency

Use of Estimates

Segment Information

Emerging Growth Company Status

Emerging Growth Company Status

Concentrations of Credit Risk and Other Risks and Uncertainties

Concentrations of Credit Risk and Other Risks and Uncertainties

Equity Issuance Costs

Equity Issuance Costs

Revenue Recognition

Revenue Recognition

(i) Identification of the contract(s) with a customer;

(ii) Identification of the performance obligations in the contract;

(iii) Determination of the transaction price, including the constraint on variable consideration;

(iv) Allocation of the transaction price to the performance obligations in the contract; and

(v) Recognition of revenue when, or as, performance obligations are satisfied.

Research and Development

Research and Development

Warrants

Warrants

Income Taxes

Income Taxes

Stock-Based Compensation

Stock-Based Compensation

Expected Dividend Yield — The Company has not declared or paid dividends to date and does not anticipate declaring dividends. As such, expected dividend yield is zero.

Restricted Stock Units

Restricted Stock Units

Fair Value Measurements

Fair Value Measurements

●

Level 1 — Inputs are unadjusted quoted prices in active markets for identical assets or liabilities at the measurement date.

●

Redeemable Convertible Preferred Stock

Redeemable Convertible Preferred Stock

Convertible Notes and Derivative Liabilities

Convertible Notes and Derivative Liabilities

Net Loss Per Share

Net Loss Per Share

Recent Accounting Pronouncement — Adopted

Recent Accounting Pronouncement — Adopted

As a result of the adoption of the new lease accounting guidance, the Company recognized on January 1, 2021:

	●	Operating lease liabilities of approximately $11,428, which represent the present value of the remaining lease payments, as of the date of adoption, discounted using the Company’s incremental borrowing rate on a lease-by-lease basis, and

●

Recent Accounting Pronouncement — Not Yet Adopted

Recent Accounting Pronouncement — Not Yet Adopted

Business Combination (Tables)

6 Months Ended

Jun. 30, 2022

Business Combinations [Abstract]

Schedule of total 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		(27,666	)
Net proceeds from Business Combination and PIPE Investment	$	90,691

Schedule of common stock issued for the consummation of the business combination

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

- Definition

Tabular disclosure of an entity's stock, including par or stated value per share, number and dollar amount of share subscriptions, shares authorized, shares issued, shares outstanding, number and dollar amount of shares held in an employee trust, dividend per share, total dividends, share conversion features, par value plus additional paid in capital, the value of treasury stock and other information necessary to a fair presentation, and EPS information. Stock by class includes common, convertible, and preferred stocks which are not redeemable or redeemable solely at the option of the issuer. Includes preferred stock with redemption features that are solely within the control of the issuer and mandatorily redeemable stock if redemption is required to occur only upon liquidation or termination of the reporting entity. If more than one issue is outstanding, state the title of each issue and the corresponding dollar amount; dollar amount of any shares subscribed but unissued and the deduction of subscriptions receivable there from; number of shares authorized, issued, and outstanding.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 45
-Paragraph 2
-URI https://asc.fasb.org/extlink&oid=65888546&loc=d3e21300-112643

Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(28))
-URI https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 10
-URI https://asc.fasb.org/extlink&oid=126973232&loc=d3e21553-112644

Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 480
-SubTopic 10
-Section S99
-Paragraph 1
-URI https://asc.fasb.org/extlink&oid=122040564&loc=d3e177068-122764

Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 8
-URI https://asc.fasb.org/extlink&oid=126973232&loc=d3e21538-112644

Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 7
-URI https://asc.fasb.org/extlink&oid=126973232&loc=d3e21521-112644

Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(29))
-URI https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 5
-URI https://asc.fasb.org/extlink&oid=126973232&loc=d3e21488-112644

Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-URI https://asc.fasb.org/extlink&oid=120397183&loc=d3e187085-122770

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 6
-URI https://asc.fasb.org/extlink&oid=126973232&loc=d3e21506-112644

Reference 11: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(27))
-URI https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682

Reference 12: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 4
-URI https://asc.fasb.org/extlink&oid=126973232&loc=d3e21484-112644

Reference 13: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 3
-URI https://asc.fasb.org/extlink&oid=126973232&loc=d3e21475-112644

+ Details

Revenue Recognition (Tables)

6 Months Ended

Jun. 30, 2022

Revenue Recognition [Abstract]

Schedule of revenues under each performance

	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Hosted services	$	4,450	$	3,122	$	7,794	$	6,510
Professional services		1,382		4,739		1,949		4,739
Monetization		219		418		427		769
Licensing		101		—		272		—
Total	$	6,152	$	8,279	$	10,442	$	12,018

Schedule of Service

	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
United States	$	1,858	$	1,235	$	3,248	$	2,303
Japan		923		921		1,850		1,954
Germany		1,143		5,198		1,826		6,217
France		1,837		393		2,296		393
Korea		241		382		653		860
Other		150		150		569		291
Total	$	6,152	$	8,279	$	10,442	$	12,018

Schedule of revenue recognition pattern

	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Over time revenue	$	4,690	$	3,515	$	8,600	$	6,903
Point-in-time		1,462		4,764		1,842		5,115
Total	$	6,152	$	8,279	$	10,442	$	12,018

Schedule of Service

	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Product royalties	$	5,561	$	7,469	$	9,270	$	10,454
Service subscriptions		372		392		745		795
Monetization		219		418		427		769
Total	$	6,152	$	8,279	$	10,442	$	12,018

Property and Equipment, Net (Tables)

6 Months Ended

Jun. 30, 2022

Property, Plant and Equipment [Abstract]

Scedule of property and equipment, net

	June 30, 2022			December 31, 2021
Computer equipment	$	20,802		$	20,571
Software and voice recordings		9,204			8,687
Leasehold improvements		3,849			3,567
Furniture and fixtures		763			729
Total property and equipment, at cost		34,618			33,554
Less: accumulated depreciation and amortization		(29,750	)		(27,399	)
Total property and equipment, net	$	4,868		$	6,155

Accrued Liabilities (Tables)

6 Months Ended

Jun. 30, 2022

Accrued Liabilities [Abstract]

Schedule of accrued liabilities

	June 30, 2022		December 31, 2021
Accrued compensation expenses	$	3,948	$	3,802
Accrued interest		277		1,369
Accrued vendor payables		1,471		1,109
Accrued professional services		234		934
Other accrued liabilities		9		84
	$	5,939	$	7,298

Commitments and Contingencies (Tables)

6 Months Ended

Jun. 30, 2022

Commitments and Contingencies Disclosure [Abstract]

Schedule of aggregate noncancelable future minimum payments

Remainder of 2022	$	2,000
2023		7,000
2024		11,000
2025		14,000
2026		16,000
Thereafter		48,000
Total	$	98,000

Convertible Note and Notes Payable (Tables)

6 Months Ended

Jun. 30, 2022

Debt Disclosure [Abstract]

Schedule of unamortized debt discount, fair value of conversion feature, and accrued interest

	April 26, 2022		December 31, 2021
Unamortized debt discount	$	230	$	657
Fair value of conversion feature	$	4,094	$	3,488
Accrued interest	$	1,375	$	1,136

Schedule of convertible notes, debt balances

	June 30, 2022
	SVB March 2021 Note			SCI June 2021 Note		Total
Notes payable	$	12,000		$	5,000	$	17,000
Notes payable, net of current portion		16,050			10,108		26,158
Unamortized loan discount		(102	)		—		(102	)
Total	$	27,948		$	15,108	$	43,056
Unamortized debt issuance cost recorded as an asset	$	—		$	357	$	357

	December 31, 2021
	SVB March 2021 Note
Note payable, current portion	$	31,050
Unamortized loan discount		(1,086	)
Carrying value	$	29,964

	December 31, 2021
	SNAP June 2020 Note			SCI June 2021 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

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02.22)
-URI https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 3
-Subparagraph (SX 210.12-04(a))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e24072-122690

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 45
-Paragraph 1A
-URI https://asc.fasb.org/extlink&oid=124435984&loc=d3e28541-108399

Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 6
-URI https://asc.fasb.org/extlink&oid=126973232&loc=d3e21506-112644

Reference 5: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 55
-Paragraph 69B
-URI https://asc.fasb.org/extlink&oid=123466577&loc=SL123495735-112612

Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 45
-Paragraph 2
-URI https://asc.fasb.org/extlink&oid=124435984&loc=d3e28551-108399

Reference 7: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 55
-Paragraph 69E
-URI https://asc.fasb.org/extlink&oid=123466577&loc=SL123495743-112612

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 7
-URI https://asc.fasb.org/extlink&oid=126973232&loc=d3e21521-112644

Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 8
-URI https://asc.fasb.org/extlink&oid=126973232&loc=d3e21538-112644

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 470
-Section 50
-Paragraph 3
-URI https://asc.fasb.org/extlink&oid=123599511&loc=d3e64711-112823

Reference 11: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 55
-Paragraph 8
-URI https://asc.fasb.org/extlink&oid=114775985&loc=d3e28878-108400

Reference 12: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 3
-URI https://asc.fasb.org/extlink&oid=126973232&loc=d3e21475-112644

+ Details

Fair Value Measurements (Tables)

6 Months Ended

Jun. 30, 2022

Fair Value Disclosures [Abstract]

Schedule of financial instruments that are measured or disclosed at fair value

	Fair Value Measurements as of June 30, 2022
	Level 1		Level 2		Level 3
Assets:
Cash equivalents	$	165	$	—	$	—
Total	$	165	$	—	$	—

	Fair Value Measurements as of December 31, 2021
	Level 1		Level 2		Level 3
Assets:
Cash equivalents	$	4,863	$	—	$	—
Liabilities:
Derivative liability		—		—		(3,488	)
Warrant liability		—		—		—
Total	$	4,863	$	—	$	(3,488	)

Schedule of company determined the fair value of the series C redeemable convertible preferred stock warrants using the black-scholes-merton option-pricing model

	June 30, 2021
Expected dividend rate		0	%
Risk-free interest rate		0.28	%
Expected volatility		46	%
Expected term (in years)		2.14

Schedule of company determined the fair value of the SVB March 2021 Note common stock warrants at issuance using the Black-Scholes option-pricing model

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

Schedule of company determined the fair value of the SCI June 2021 Note common stock warrants at issuance using the Black-Scholes option-pricing model

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 of value of the embedded derivative was determined as the differential value from the perspective of the with and without method

	December 31, 2021
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	%

Schedule of fair value remeasurement of embedded derivative

	Three Months Ended June 30,					Six Months Ended June 30,
	2022			2021		2022			2021
Remeasurement of conversion feature – (loss)/gain	$	(14	)	$	700	$	(606	)	$	(450	)

Schedule of changes in fair value of the company’s derivative liability and warrant liability

	Derivative Liability		Warrant Liability
Balance as of December 31, 2020	$	2,380	$	2,004
Change in fair value		450		863
Balance as of June 30, 2021	$	2,830	$	2,867

	Derivative Liability			Warrant Liability
Balance as of December 31, 2021	$	3,488		$	—
Change in fair value		606			—
Extinguishment of embedded derivative upon conversion of convertible note		(4,094	)		—
Balance as of June 30, 2022	$	—		$	—

Preferred Stock (Tables)

6 Months Ended

Jun. 30, 2022

Disclosure Text Block Supplement [Abstract]

Schedule of preferred stock authorized, issued and outstanding

	Shares		Shares		Liquidation		Carrying
	Authorized		Issued		Preference		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

Stock Incentive Plans (Tables)

6 Months Ended

Jun. 30, 2022

Share-Based Payment Arrangement [Abstract]

Schedule of stock options outstanding and exercisable

	Number of Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)		Average Intrinsic Value
Outstanding, December 31, 2021		30,361,405		$	3.45		6.78	$	168,923
Authorized		—			—		—		—
Granted		177,801			9.01		—		—
Options exercised		(2,624,634	)		1.11		—		20,705
Options forfeited or cancelled		(412,707	)		4.43		—		1,497
Outstanding, June 30, 2022		27,501,865		$	3.70		6.69		7,758
Options exercisable as of June 30, 2022		17,684,206		$	2.53		5.58		7,750

	Number of Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)		Average Intrinsic Value
Outstanding, December 31, 2020		28,772,180		$	2.38		6.75	$	36,987
Authorized		—			—		—		—
Granted		989,018			3.96		—		4,996
Options exercised		(1,966,115	)		0.85		—		5,947
Options forfeited or cancelled		(1,162,848	)		3.09		—		—
Outstanding, June 30, 2021		26,632,235		$	2.52		6.60		172,816
Options exercisable as of June 30, 2021		17,078,959		$	2.02		5.36		119,390

Schedule of assumptions under the Black-Scholes option-pricing model and the weighted average calculated fair value of the options granted to employees

	June 30, 2022			June 30, 2021
Expected dividend yield		0	%		0	%
Expected volatility		40	%		43	%
Expected term (years)		5.98			6.06
Risk free interest rate		2.40	%		1.00	%

Schedule of restricted stock unit activity

	Number of Shares			Weighted Average Grant Date Fair Value
Outstanding, December 31, 2021		—		$	—
Granted		5,918,392			8.47
Released		(117,340	)		8.04
Forfeited		(9,794	)		9.77
Outstanding, June 30, 2022		5,791,258		$	8.38

Schedule of assumptions under the Monte Carlo simulation model and the calculated fair value of the Market-Based RSUs granted to employees

	June 30, 2022
Expected volatility		50	%
Expected term (years)		4
Drift rate		2.9	%

Schedule of operations and comprehensive loss

	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Cost of revenues	$	11	$	—	$	11	$	—
Sales and marketing		538		104		796		202
Research and development		2,740		944		4,343		1,996
General and administrative		4,574		298		5,177		536
Total	$	7,863	$	1,346	$	10,327	$	2,734

Leases (Tables)

6 Months Ended

Jun. 30, 2022

Leases [Abstract]

Schedule of aggregate noncancelable future minimum lease payments under operating and finance leases

	Operating Lease			Financing Lease

Remainder of 2022	$	1,788		$	303
2023		3,754			189
2024		3,226			122
2025		902			12
2026		445			—
Thereafter		1,632			—
Total		11,747			626
Less: imputed interest		(1,324	)		(51	)
Present value of lease liabilities		10,423			575
Less: current portion		(3,299	)		(361	)
Lease liabilities, net of current portion	$	7,124		$	214

Schedule of lease cost

	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Operating lease cost	$	854	$	853	$	1,719	$	1,676
Short-term lease cost		80		70		137		283
Financing lease cost:
Amortization of finance leased assets		365		635		776		1,289
Interest of lease liabilities		22		227		59		467

Schedule of additional information related to our leases

	Operating Lease			Financing Lease
Weighted average remaining lease term (years)		3.85			1.55
Weighted average discount rate		5.92	%		10.12	%

Other Income (Expense), Net (Tables)

6 Months Ended

Jun. 30, 2022

Other Income (Expense), Net Table [Abstract]

Schedule of other income (expense), net

	Three Months Ended June 30,					Six Months Ended June 30,
	2022			2021		2022			2021

Other income (expense), net
Interest income	$	37		$	1	$	39		$	6
Change in fair value of derivative and warrant liability		(14	)		89		(606	)		(1,314	)
Other income (expense), net		200			94		(267	)		(234	)
Total other income (expense), net	$	223		$	184	$	(834	)	$	(1,542	)

Net Loss Per Share (Tables)

6 Months Ended

Jun. 30, 2022

Earnings Per Share [Abstract]

Schedule of calculation of basic and diluted net loss per share attributable to common stockholders

	Three Months Ended June 30,						Six Months Ended June 30,
	2022			2021			2022			2021
Numerator:
Net loss	$	(30,668	)	$	(14,652	)	$	(55,771	)	$	(33,912	)
Denominator:
Weighted average shares outstanding – basic and dilutive		162,004,172			67,357,878			116,059,520			66,666,508
Basic and diluted net loss per share	$	(0.19	)	$	(0.22	)	$	(0.48	)	$	(0.51	)

Schedule of outstanding shares of potentially dilutive securities

	As of June 30,
	2022		2021
Stock options		27,501,865		26,632,235
Restricted stock units (RSUs)		5,791,258		—
Series C warrants		—		745,238
Common stock warrants		3,532,984		1,063,214
Redeemable convertible preferred stock		—		106,303,970
Total		36,826,107		134,744,657

Income Taxes (Tables)

6 Months Ended

Jun. 30, 2022

Income Tax Disclosure [Abstract]

Schedule of tax expense and the effective tax rate

	Three Months Ended June 30,						Six Months Ended June 30,
	2022			2021			2022			2021
Loss before income taxes	$	(30,279	)	$	(14,609	)	$	(55,030	)	$	(33,702	)
Income tax expense		389			43			741			210
Effective tax rate		(1.46	)%		(0.29	)%		(1.35	)%		(0.62	)%

Related Party Transactions (Tables)

6 Months Ended

Jun. 30, 2022

Schedule of related party transactions

	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Revenue	$	3,019	$	1,813	$	5,190	$	3,621

	As of June 30, 2022		As of December 31, 2021
Accounts receivable	$	289	$	583
Deferred revenue	$	12,064	$	15,238

Organization (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2022	Jun. 30, 2021
Organization (Details) [Line Items]
Net loss	$ 30,668	$ 55,711
Accumulated deficit	442,500	442,500
Total cash and cash equivalents on hand	$ 65,010	$ 65,010	$ 46,210
Class A Common Stock [Member]
Organization (Details) [Line Items]
Common stock, par value (in Dollars per share)	$ 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

Summary of Significant Accounting Policies (Details) $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2022 USD ($) shares	Jun. 30, 2021 USD ($)	Jun. 30, 2022 USD ($) shares	Jun. 30, 2021 USD ($)	Dec. 31, 2021 USD ($)	Jan. 01, 2021 USD ($)
Summary of Significant Accounting Policies (Details) [Line Items]
Gains losses related to foreign currency (in Dollars)	$ (177)	$ (94)	$ 287	$ 273
Lease term	12 years		12 years
Operating lease liabilities (in Dollars)	$ 11,428		$ 11,428			$ 11,428
Operating lease right-of-use asset (in Dollars)	$ 9,535		$ 9,535		$ 10,291	9,848
Deferred rent (in Dollars)						827
Lease incentives or tenant improvement allowance (in Dollars)						1,098
Prepaid rent (in Dollars)						$ 344
Accounts Receivable [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Number of customers			4		5
Concentration risk, percentage			54.00%		86.00%
Revenue [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Number of customers	4	2	4	2
Concentration risk, percentage	77.00%	71.00%	70.00%	64.00%
Class A Common Stock [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Conversion of preferred stock outstanding to common stock (in Shares) \| shares	106,949,326		106,949,326

Business Combination (Details) - USD ($)	6 Months Ended
Business Combination (Details) - USD ($)	Jun. 30, 2022	Apr. 26, 2022	Dec. 31, 2021
Business Combination (Details) [Line Items]
Common stock, shares issued	0		68,258,556
Preferred stock shares issued		1,000,000
Aggregate of shares	11,300,000
Price per share (in Dollars per share)	$ 10
Aggregate value (in Dollars)	$ 127,680,000
Net proceeds (in Dollars)	90,691,000
Transaction costs (in Dollars)	27,666,000
Legal accounting and other fees (in Dollars)	4,068,000
Net proceeds of additional paid-in-capital (in Dollars)	86,584,000
Net redemptions (in Dollars)	$ 4,105,000
Common Stock [Member]
Business Combination (Details) [Line Items]
Common stock, shares issued		500,000,000
Stock price per share (in Dollars per share)		$ 0.0001
Initial Public Offering [Member]
Business Combination (Details) [Line Items]
Aggregate of shares	12,767,950
Class A Common Stock [Member]
Business Combination (Details) [Line Items]
Common stock, shares issued	156,266,549	455,000,000	0
Aggregate of shares	140,114,060
Price per share (in Dollars per share)	$ 10
Aggregate value (in Dollars)	$ 113,000,000
Class B Common Stock [Member]
Business Combination (Details) [Line Items]
Common stock, shares issued	40,396,600	44,000,000	0
Aggregate of shares	40,396,600
Business Combination [Member]
Business Combination (Details) [Line Items]
Transaction costs (in Dollars)	$ 27,666,000

Business Combination (Details) - Schedule of total net proceeds from the Business Combination and the PIPE Investment $ in Thousands	6 Months Ended
	Jun. 30, 2022 USD ($)
Business Combination (Details) - Schedule of total net proceeds from the Business Combination and the PIPE Investment [Line Items]
Less: transaction costs	$ (27,666)
Net proceeds from Business Combination and PIPE Investment	90,691
ATSP trust and cash (net of redemption) [Member]
Business Combination (Details) - Schedule of total net proceeds from the Business Combination and the PIPE Investment [Line Items]
Cash	5,357
PIPE Investment [Member]
Business Combination (Details) - Schedule of total net proceeds from the Business Combination and the PIPE Investment [Line Items]
Cash	$ 113,000

Business Combination (Details) - Schedule of common stock issued for the consummation of the business combination	6 Months Ended
	Jun. 30, 2022 shares
Class of Stock [Line Items]
Conversion of Legacy SoundHound Common Stock and Legacy SoundHound Preferred Stock outstanding prior to Business Combination	11,300,000
Total shares of common stock immediately after Business Combination	196,503,710
Class A Common Stock [Member]
Class of Stock [Line Items]
Conversion of Legacy SoundHound Common Stock and Legacy SoundHound Preferred Stock outstanding prior to Business Combination	140,114,060
PIPE Investment	11,300,000
Issuance to ATSP shareholders	532,050
Issuance to Legacy SoundHound founders and representatives	4,161,000
Class B Common Stock [Member]
Class of Stock [Line Items]
Conversion of Legacy SoundHound Common Stock and Legacy SoundHound Preferred Stock outstanding prior to Business Combination	40,396,600

Revenue Recognition (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
Revenue Recognition (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021
Revenue Recognition (Details) [Line Items]
Professional service revenue	$ 239		$ 806
Recognized revenue	1,143		1,143
Deferred Revenue, Additions	1,275	$ 3,458	3,437	$ 5,168
Related to customer contracts unsatisfied amount			23,081
Expected recognized revenue	$ 8,933		$ 8,933
Revenue recognized term			1 year
Revenue recognized between two to five years			$ 10,651
Revenue recognized after five years			$ 3,497
Contractual term			5 years
Long term debt term	1 year		1 year
Short term period			1 year
Minimum [Member]
Revenue Recognition (Details) [Line Items]
Contract terms of hosted services range			1 year
Revenue recognized term			2 years
Maximum [Member]
Revenue Recognition (Details) [Line Items]
Contract terms of hosted services range			20 years
Revenue recognized term			5 years
Contract Balances [Member]
Revenue Recognition (Details) [Line Items]
Prepaid expenses and other current assets	$ 247		$ 247		$ 54

Revenue Recognition (Details) - Schedule of revenues under each performance - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Schedule of revenues under each performance [Abstract]
Hosted services	$ 4,450	$ 3,122	$ 7,794	$ 6,510
Professional services	1,382	4,739	1,949	4,739
Monetization	219	418	427	769
Licensing	101		272
Total	$ 6,152	$ 8,279	$ 10,442	$ 12,018

- Definition

Amount of revenue recognized from goods sold, services rendered, insurance premiums, or other activities that constitute an earning process. Includes, but is not limited to, investment and interest income before deduction of interest expense when recognized as a component of revenue, and sales and trading gain (loss).

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 323
-SubTopic 10
-Section 50
-Paragraph 3
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=114001798&loc=d3e33918-111571

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
-Section 50
-Paragraph 28
-Subparagraph (f)
-URI https://asc.fasb.org/extlink&oid=123596393&loc=d3e14064-108612

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iv))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iv))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(A))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 40
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9031-108599

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(i))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(i))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8906-108599

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(5))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 41
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9038-108599

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iii)(A))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(5))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 42
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9054-108599

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 235
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-05(b)(2))
-URI https://asc.fasb.org/extlink&oid=120399901&loc=d3e537907-122884

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(B))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 22: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(ii))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 23: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(1))
-URI https://asc.fasb.org/extlink&oid=126953954&loc=SL114868664-224227

+ Details

Revenue Recognition (Details) - Schedule of disaggregates revenue by geographic location - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Disaggregation of Revenue [Line Items]
Total	$ 6,152	$ 8,279	$ 10,442	$ 12,018
United States [member]
Disaggregation of Revenue [Line Items]
Total	1,858	1,235	3,248	2,303
Japan [Member]
Disaggregation of Revenue [Line Items]
Total	923	921	1,850	1,954
Germany [Member]
Disaggregation of Revenue [Line Items]
Total	1,143	5,198	1,826	6,217
France [Member]
Disaggregation of Revenue [Line Items]
Total	1,837	393	2,296	393
Korea [Member]
Disaggregation of Revenue [Line Items]
Total	241	382	653	860
Other Location [Member]
Disaggregation of Revenue [Line Items]
Total	$ 150	$ 150	$ 569	$ 291

- Definition

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8906-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 40
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9031-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 41
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9038-108599

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 4
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130543-203045

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 42
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9054-108599

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 5
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130545-203045

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 924
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 11.L)
-URI https://asc.fasb.org/extlink&oid=6472922&loc=d3e499488-122856

+ Details

Revenue Recognition (Details) - Schedule of revenue recognition pattern - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Revenue Recognition (Details) - Schedule of revenue recognition pattern [Line Items]
Total	$ 6,152	$ 8,279	$ 10,442	$ 12,018
Over Time Revenue [Member]
Revenue Recognition (Details) - Schedule of revenue recognition pattern [Line Items]
Total	4,690	3,515	8,600	6,903
Point-In-Time [Member]
Revenue Recognition (Details) - Schedule of revenue recognition pattern [Line Items]
Total	$ 1,462	$ 4,764	$ 1,842	$ 5,115

- Definition

+ References

+ Details

Revenue Recognition (Details) - Schedule of Service - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Revenue Recognition (Details) - Schedule of Service [Line Items]
Total	$ 6,152	$ 8,279	$ 10,442	$ 12,018
Product Royalties [Member]
Revenue Recognition (Details) - Schedule of Service [Line Items]
Total	5,561	7,469	9,270	10,454
Service Subscriptions [Member]
Revenue Recognition (Details) - Schedule of Service [Line Items]
Total	372	392	745	795
Monetization [Member]
Revenue Recognition (Details) - Schedule of Service [Line Items]
Total	$ 219	$ 418	$ 427	$ 769

- Definition

+ References

+ Details

Property and Equipment, Net (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021
Property and Equipment, Net (Details) [Line Items]
Accumulated depreciation			$ 2,930		$ 4,293
Depreciation and amortization expense	$ 1,053	$ 1,382	2,269	$ 2,836
Property and Equipment, Net [Member]
Property and Equipment, Net (Details) [Line Items]
Aggregate cost basis	$ 4,336		$ 4,336		$ 6,975

Property and Equipment, Net (Details) - Scedule of property and equipment, net - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Total	$ 34,618	$ 33,554
Less: accumulated depreciation and amortization	(29,750)	(27,399)
Total property and equipment, net	4,868	6,155
Computer equipment [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Total	20,802	20,571
Software and voice recordings [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Total	9,204	8,687
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Total	3,849	3,567
Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Total	$ 763	$ 729

Accrued Liabilities (Details) - Schedule of accrued liabilities - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Schedule of accrued liabilities [Abstract]
Accrued compensation expenses	$ 3,948	$ 3,802
Accrued interest	277	1,369
Accrued vendor payables	1,471	1,109
Accrued professional services	234	934
Other accrued liabilities	9	84
Total	$ 5,939	$ 7,298

Commitments and Contingencies (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021	Aug. 30, 2021
Commitments and Contingencies Disclosure [Abstract]
Committed to pay a minimum cost			$ 98,000
Estimated and recorded liability	$ 1,105	$ 1,105

Commitments and Contingencies (Details) - Schedule of aggregate noncancelable future minimum payments $ in Thousands	Jun. 30, 2022 USD ($)
Schedule of aggregate noncancelable future minimum payments [Abstract]
Remainder of 2022 as of June 30, 2022	$ 2,000
2023	7,000
2024	11,000
2025	14,000
2026	16,000
Thereafter	48,000
Total	$ 98,000

Warrants (Details) - USD ($) $ / shares in Units, $ in Thousands		6 Months Ended
	Apr. 26, 2022	Jun. 30, 2022	Jun. 14, 2021	Mar. 31, 2021
Warrants (Details) [Line Items]
Fair value of warrants (in Dollars)			$ 1,526	$ 2,316
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.
Public Warrants [Member]
Warrants (Details) [Line Items]
Warrants issued and outstanding	3,324,984
Private Warrants [Member]
Warrants (Details) [Line Items]
Warrants issued and outstanding	208,000
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 June 30, 2022 and December 31, 2021, the fair value of the warrant liability was $0.
Class A Common Stock [Member]
Warrants (Details) [Line Items]
Net issuance of shares	673,416
Legacy SoundHound [Member]
Warrants (Details) [Line Items]
Exercise price per share (in Dollars per share)		$ 3.67
SVB March 2021 Note [Member] \| Legacy SoundHound [Member]
Warrants (Details) [Line Items]
Number of common stock purchase by warrants		708,808
SCI June 2021 Note [Member] \| Legacy SoundHound [Member]
Warrants (Details) [Line Items]
Number of common stock purchase by warrants		354,404

Convertible Note and Notes Payable (Details) - USD ($) $ / shares in Units, $ in Thousands		1 Months Ended		3 Months Ended		6 Months Ended
	Apr. 26, 2022	Mar. 31, 2021	Jun. 30, 2020	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021	Jun. 14, 2021
Convertible Note and Notes Payable (Details) [Line Items]
Outstanding principal percentage						100.00%
Interest expense				$ 1,572	$ 2,294	$ 4,549	$ 3,042
SNAP June 2020 Note [Member]
Convertible Note and Notes Payable (Details) [Line Items]
Cash proceeds			$ 15,000
Annual interest rate			5.00%
Discount percentage						20.00%
Price per share (in Dollars per share)				$ 0.8		$ 0.8
Conversion amount						$ 30,000
Outstanding principal percentage						200.00%
Derivative liability	$ 4,094		$ 2,460
Total amount of debt discount at issuance			$ 2,529
Total interest expense				$ 150	499	$ 666	985
Amortization of the debt discount				$ 97	312	$ 427	613
Maturity date				Apr. 26, 2022		Apr. 26, 2022
Total proceeds						$ 30,000
Outstanding principal amount	15,000
Accrued interest	1,375
Debt discount	$ 230
SVB March 2021 Note [Member]
Convertible Note and Notes Payable (Details) [Line Items]
Total amount of debt discount at issuance				$ 3,532		$ 3,532
Maturity date				Sep. 01, 2024		Sep. 01, 2024
Accrued interest				$ 228	225	$ 228
Borrowings		$ 30,000
Issuance of warrants to purchase (in Shares)		127,570
Fair value issuance		$ 2,316
Final payment provision		$ 1,050
Loan bears interest rate				9.00%		9.00%
Prime interest rate						5.75%
Interest rate						10.50%
Comprehensive loss				$ 689		$ 1,363
Interest expense					683
Unamortized debt discount				102		102		$ 1,086
Interest Expense, Related Party				17	786	$ 984
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				16,050		$ 16,050
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
Loan bears interest rate				9.00%		9.00%
Prime interest rate						5.75%
Interest rate						10.50%
Comprehensive loss				$ 365	21	$ 703	21
Unamortized debt discount				357		357		1,132
Interest Expense, Related Party				209	138	$ 775	138
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				5,000		$ 5,000
Short-term balance				10,108		10,108
Increments amount							5,000
Total commitment amount				15,000	$ 15,000	$ 15,000	$ 15,000
Initial amount									$ 5,000
Remaining amount								$ 10,000
Provision percentage						3.50%
Withdrawal amount						$ 525
Convertible note to purchase (in Shares)						63,785
Fair value of issuance				1,526		$ 1,526
Warrants and discounts				$ 2,150		$ 2,150
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 Payable (Details) - Schedule of unamortized debt discount, fair value of conversion feature, and accrued interest - USD ($) $ in Thousands	Apr. 26, 2022	Dec. 31, 2021
Schedule of unamortized debt discount, fair value of conversion feature, and accrued interest [Abstract]
Unamortized debt discount	$ 230	$ 657
Fair value of conversion feature	4,094	3,488
Accrued interest	$ 1,375	$ 1,136

Convertible Note and Notes Payable (Details) - Schedule of convertible notes, debt balances - USD ($) $ in Thousands	6 Months Ended		12 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021
Debt Instrument [Line Items]
Notes payable	$ 17,000
Notes payable, net of current portion	26,158
Unamortized loan discount	(102)		$ (657)
Total	43,056		29,868
Convertible notes, current portion			30,525
Unamortized debt issuance cost recorded as an asset	357		1,132
SVB March 2021 Note [Member]
Debt Instrument [Line Items]
Notes payable	12,000
Notes payable, net of current portion	16,050		31,050
Unamortized loan discount	(102)		(1,086)
Total	27,948
Carrying value			29,964
Unamortized debt issuance cost recorded as an asset
SCI June 2021 Note [Member]
Debt Instrument [Line Items]
Notes payable		$ 5,000
Notes payable, net of current portion		10,108
Unamortized loan discount
Total		15,108	15,525
Convertible notes, current portion			15,525
Unamortized debt issuance cost recorded as an asset		$ 357	1,132
SNAP June 2020 Note [Member]
Debt Instrument [Line Items]
Unamortized loan discount			(657)
Total			14,343
Convertible notes, current portion			15,000
Unamortized debt issuance cost recorded as an asset

Fair Value Measurements (Details) - USD ($) $ in Thousands		3 Months Ended	6 Months Ended
Fair Value Measurements (Details) - USD ($) $ in Thousands	Apr. 26, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021
Fair Value Measurements (Details) [Line Items]
Fair value of the private warrants	$ 144
Embedded derivative had a fair value	$ 4,094
Series C Warrants April 2013 [Member]
Fair Value Measurements (Details) [Line Items]
Change in fair value		$ 611
Series C Warrants November 2013 [Member]
Fair Value Measurements (Details) [Line Items]
Change in fair value				$ 864
SVB March 2021 Note [Member]
Fair Value Measurements (Details) [Line Items]
Fair of debt proceeds			$ 2,316
SCI June 2021 Note [Member]
Fair Value Measurements (Details) [Line Items]
Fair of debt proceeds			$ 1,526
Series C Preferred Stock [Member]
Fair Value Measurements (Details) [Line Items]
Preferred Stock fair value					$ 5,816
Class A Common Stock [Member]
Fair Value Measurements (Details) [Line Items]
Net issuance (in Shares)			673,416

Fair Value Measurements (Details) - Schedule of financial instruments that are measured or disclosed at fair value - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Level 1 [Member]
Assets:
Cash equivalents	$ 165	$ 4,863
Total	165	4,863
Liabilities:
Derivative liability
Warrant liability
Level 2 [Member]
Assets:
Cash equivalents
Total
Liabilities:
Derivative liability
Warrant liability
Level 3 [Member]
Assets:
Cash equivalents
Total		(3,488)
Liabilities:
Derivative liability		(3,488)
Warrant liability

Fair Value Measurements (Details) - Schedule of company determined the fair value of the series C redeemable convertible preferred stock warrants using the black-scholes-merton option-pricing model - Series C Redeemable Convertible Preferred Stock Warrants [Member]	6 Months Ended
	Jun. 30, 2021
Fair Value Measurements (Details) - Schedule of company determined the fair value of the series C redeemable convertible preferred stock warrants using the black-scholes-merton option-pricing model [Line Items]
Expected dividend rate	0.00%
Risk-free interest rate	0.28%
Expected volatility	46.00%
Expected term (in years)	2 years 1 month 20 days

Fair Value Measurements (Details) - Schedule of company determined the fair value of the SVB March 2021 Note common stock warrants at issuance using the Black-Scholes option-pricing model - SVB March 2021 Note Common Stock Warrants [Member]	3 Months Ended
	Mar. 31, 2021
Fair Value Measurements (Details) - Schedule of company determined the fair value of the SVB March 2021 Note common stock warrants at issuance using the Black-Scholes option-pricing model [Line Items]
Expected dividend rate	0.00%
Risk-free interest rate	1.74%
Expected volatility	47.00%
Expected term (in years)	10 years

Fair Value Measurements (Details) - Schedule of company determined the fair value of the SCI June 2021 Note common stock warrants at issuance using the Black-Scholes option-pricing model - SCI June 2021 Note Common Stock Warrants [Member]	6 Months Ended
	Jun. 30, 2021
Fair Value Measurements (Details) - Schedule of company determined the fair value of the SCI June 2021 Note common stock warrants at issuance using the Black-Scholes option-pricing model [Line Items]
Expected dividend rate	0.00%
Risk-free interest rate	1.51%
Expected volatility	47.00%
Expected term (in years)	10 years

Fair Value Measurements (Details) - Schedule of value of the embedded derivative was determined as the differential value from the perspective of the with and without method	Dec. 31, 2021
Fair Value Measurements (Details) - Schedule of value of the embedded derivative was determined as the differential value from the perspective of the with and without method [Line Items]
Probability	100.00%
Weighted average term (years)	3 months 7 days
Weighted average discount rate	25.00%
Probability of Next Equity Financing [Member]
Fair Value Measurements (Details) - Schedule of value of the embedded derivative was determined as the differential value from the perspective of the with and without method [Line Items]
Probability	3.00%
Probability of SPAC/PIPE [Member]
Fair Value Measurements (Details) - Schedule of value of the embedded derivative was determined as the differential value from the perspective of the with and without method [Line Items]
Probability	95.00%
Probability of IPO [Member]
Fair Value Measurements (Details) - Schedule of value of the embedded derivative was determined as the differential value from the perspective of the with and without method [Line Items]
Probability	2.00%

Fair Value Measurements (Details) - Schedule of fair value remeasurement of embedded derivative - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Schedule of fair value remeasurement of embedded derivative [Abstract]
Remeasurement of conversion feature – (loss)/gain	$ (14)	$ 700	$ (606)	$ (450)

Fair Value Measurements (Details) - Schedule of changes in fair value of the company’s derivative liability and warrant liability - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
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
Change in fair value	606	450
Extinguishment of embedded derivative upon conversion of convertible note	(4,094)
Balance ending		2,830
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
Change in fair value		863
Extinguishment of embedded derivative upon conversion of convertible note
Balance ending		$ 2,867

Preferred Stock (Details)	Apr. 26, 2022 $ / shares shares
Disclosure Text Block Supplement [Abstract]
Converted Preferred stock	106,949,326
Preferred stock, shares authorized	1,000,000
Preferred Stock, par value (in Dollars per share) \| $ / shares	$ 0.0001

Preferred Stock (Details) - Schedule of preferred stock authorized, issued and outstanding $ in Thousands	Apr. 26, 2022 USD ($) shares
Preferred Stock (Details) - Schedule of preferred stock authorized, issued and outstanding [Line Items]
Shares Authorized \| shares	127,785,195
Shares Issued \| shares	106,949,326
Liquidation Preference \| $	$ 1,582,562
Carrying Value \| $	$ 279,503
Series A Preferred Stock [Member]
Preferred Stock (Details) - Schedule of preferred stock authorized, issued and outstanding [Line Items]
Shares Authorized \| shares	19,106,048
Shares Issued \| shares	19,106,048
Liquidation Preference \| $	$ 28,239
Carrying Value \| $	$ 4,967
Series B Preferred Stock [Member]
Preferred Stock (Details) - Schedule of preferred stock authorized, issued and outstanding [Line Items]
Shares Authorized \| shares	33,702,134
Shares Issued \| shares	33,702,134
Liquidation Preference \| $	$ 66,360
Carrying Value \| $	$ 11,038
Series C Preferred Stock [Member]
Preferred Stock (Details) - Schedule of preferred stock authorized, issued and outstanding [Line Items]
Shares Authorized \| shares	5,687,525
Shares Issued \| shares	5,687,525
Liquidation Preference \| $	$ 38,163
Carrying Value \| $	$ 11,837
Series C-1 Preferred Stock [Member]
Preferred Stock (Details) - Schedule of preferred stock authorized, issued and outstanding [Line Items]
Shares Authorized \| shares	4,436,090
Shares Issued \| shares	4,436,090
Liquidation Preference \| $	$ 89,298
Carrying Value \| $	$ 16,061
Series D Preferred Stock [Member]
Preferred Stock (Details) - Schedule of preferred stock authorized, issued and outstanding [Line Items]
Shares Authorized \| shares	20,258,299
Shares Issued \| shares	20,258,299
Liquidation Preference \| $	$ 527,992
Carrying Value \| $	$ 85,648
Series D-1 Preferred Stock [Member]
Preferred Stock (Details) - Schedule of preferred stock authorized, issued and outstanding [Line Items]
Shares Authorized \| shares	8,418,535
Shares Issued \| shares	8,418,535
Liquidation Preference \| $	$ 277,812
Carrying Value \| $	$ 49,957
Series D-2 Preferred Stock [Member]
Preferred Stock (Details) - Schedule of preferred stock authorized, issued and outstanding [Line Items]
Shares Authorized \| shares	8,418,530
Shares Issued \| shares	8,418,530
Liquidation Preference \| $	$ 277,811
Carrying Value \| $	$ 49,949
Series D-3 Preferred Stock [Member]
Preferred Stock (Details) - Schedule of preferred stock authorized, issued and outstanding [Line Items]
Shares Authorized \| shares	6,922,165
Shares Issued \| shares	6,922,165
Liquidation Preference \| $	$ 276,887
Carrying Value \| $	$ 50,046
Series D-3A Preferred Stock [Member]
Preferred Stock (Details) - Schedule of preferred stock authorized, issued and outstanding [Line Items]
Shares Authorized \| shares	20,835,869
Shares Issued \| shares
Liquidation Preference \| $
Carrying Value \| $

Common Stock (Details) - $ / shares	Apr. 26, 2022	Jun. 30, 2022	Apr. 25, 2022	Dec. 31, 2021
Common Stock (Details) [Line Items]
Common stock shares authorized	500,000,000	0		250,030,433
Common stock shares issued		0		68,258,556
Common stock par value (in Dollars per share)		$ 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
Legacy SoundHound [Member]
Common Stock (Details) [Line Items]
Common stock shares authorized	73,561,334
Preferred stock shares authorized	106,949,326
Legacy SoundHound [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		0
Common stock shares issued	455,000,000	156,266,549		0
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		0
Common stock shares issued	44,000,000	40,396,600		0
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

Stock Incentive Plans (Details) - USD ($)			3 Months Ended		6 Months Ended		12 Months Ended
Stock Incentive Plans (Details) - USD ($)	Apr. 26, 2022	Apr. 25, 2022	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021	Jun. 02, 2022
Stock Incentive Plans (Details) [Line Items]
Reserved shares (in Shares)			11,300,000		11,300,000
Awards remaining for issuance shares (in Shares)			15,700,371		15,700,371
Fair value of options vested			$ 1,893,000	$ 933,000	$ 3,468,000	$ 1,969,000
Unamortized expense			$ 20,943,000		$ 20,943,000
Amortization period			2 years 8 months 26 days		2 years 8 months 26 days
Stock based compensation expense			$ 53,000
Weighted average grant date fair value (in Dollars per share)			$ 3.57		$ 3.57
Stock-based compensation related to RSUs			$ 4,454,000		$ 4,488,000
Founders held of legacy (in Shares)		7,270,503
Stock based compensation expense			7,863,000	$ 1,346,000	10,327,000	$ 2,734,000
Bonus for executive award holders			5,837,000		$ 5,837,000
2016 Equity Incentive Plan [Member]
Stock Incentive Plans (Details) [Line Items]
Stock reserved for issuance (in Shares)							6,667,478
Aggregate of common stock (in Shares)							48,347,329
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. 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.
2022 Employee Stock Purchase Plan [Member]
Stock Incentive Plans (Details) [Line Items]
Shares issued (in Shares)	3,930,074
Aggregate share percentage	2.00%
Percentage of fair market value	85.00%
Market-Based RSUs [Member]
Stock Incentive Plans (Details) [Line Items]
Fair value of options vested			$ 942,000		$ 942,000
Amortization period			3 years 7 months 20 days		3 years 7 months 20 days
Stock based compensation expense			$ 44,000
Minimum [Member]
Stock Incentive Plans (Details) [Line Items]
Contractual expirations					5 years
Maximum [Member]
Stock Incentive Plans (Details) [Line Items]
Contractual expirations					10 years
Class A Common Stock [Member]
Stock Incentive Plans (Details) [Line Items]
Reserved shares (in Shares)			140,114,060		140,114,060
Shares issued (in Shares)	673,416
Class A Common Stock [Member] \| 2022 Incentive Plan [Member]
Stock Incentive Plans (Details) [Line Items]
Reserved shares (in Shares)	19,650,371
Percentage of initial Limit	10.00%
Class B Common Stock [Member]
Stock Incentive Plans (Details) [Line Items]
Reserved shares (in Shares)			40,396,600		40,396,600
Exchange for shares (in Shares)	40,396,600
Stock based compensation expense			$ 963,000
RSUs [Member]
Stock Incentive Plans (Details) [Line Items]
Shares issued (in Shares)								2,310,000
Unamortized expense			17,033,000		$ 17,033,000
Performance-Based RSUs [Member]
Stock Incentive Plans (Details) [Line Items]
Shares issued (in Shares)								970,000
Unamortized expense			7,659		7,659
Market-Based RSUs [Member]
Stock Incentive Plans (Details) [Line Items]
Shares issued (in Shares)								670,000
Unamortized expense			$ 2,267		$ 2,267

Stock Incentive Plans (Details) - Schedule of stock options outstanding and exercisable - Stock Option [Member] - USD ($)	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
Stock Incentive Plans (Details) - Schedule of stock options outstanding and exercisable [Line Items]
Number of Shares, Outstanding at Beginning balance	30,361,405	28,772,180
Weighted Average Exercise Price, Outstanding at Beginning balance (in Dollars per share)	$ 3.45	$ 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 (in Dollars)	$ 168,923	$ 36,987
Number of Shares, Authorized
Weighted Average Exercise Price, Authorized (in Dollars per share)
Average Intrinsic Value, Authorized (in Dollars)
Number of Shares, Granted	177,801	989,018
Weighted Average Exercise Price, Granted (in Dollars per share)	$ 9.01	$ 3.96
Average Intrinsic Value, Granted (in Dollars)		$ 4,996
Number of Shares, Options exercised	(2,624,634)	(1,966,115)
Weighted Average Exercise Price, Options exercised (in Dollars per share)	$ 1.11	$ 0.85
Average Intrinsic Value, Options exercised (in Dollars)	$ 20,705	$ 5,947
Number of Shares, Options forfeited or cancelled	(412,707)	(1,162,848)
Weighted Average Exercise Price, Options forfeited or cancelled (in Dollars per share)	$ 4.43	$ 3.09
Average Intrinsic Value, Options forfeited or cancelled (in Dollars)	$ 1,497
Number of Shares, Outstanding at Ending balance	27,501,865	26,632,235
Weighted Average Exercise Price, Outstanding at Ending balance (in Dollars per share)	$ 3.7	$ 2.52
Weighted Average Remaining Contractual Term (Years), Outstanding at Ending balance	6 years 8 months 8 days	6 years 7 months 6 days
Average Intrinsic Value, Outstanding at Ending balance (in Dollars)	$ 7,758	$ 172,816
Number of Shares, Options exercisable	17,684,206	17,078,959
Weighted Average Exercise Price, Options exercisable	2.53	2.02
Weighted Average Remaining Contractual Term (Years), Options exercisable	5 years 6 months 29 days	5 years 4 months 9 days
Average Intrinsic Value, Options exercisable (in Dollars)	$ 7,750	$ 119,390

Stock Incentive Plans (Details) - Schedule of assumptions under the Black-Scholes option-pricing model and the weighted average calculated fair value of the options granted to employees - Share-Based Payment Arrangement, Option [Member]	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
Stock Incentive Plans (Details) - Schedule of assumptions under the Black-Scholes option-pricing model and the weighted average calculated fair value of the options granted to employees [Line Items]
Expected dividend yield	0.00%	0.00%
Expected volatility	40.00%	43.00%
Expected term (years)	5 years 11 months 23 days	6 years 21 days
Risk free interest rate	2.40%	1.00%

Stock Incentive Plans (Details) - Schedule of restricted stock unit activity	6 Months Ended
	Jun. 30, 2022 $ / shares shares
Number of Shares [Member]
Stock Incentive Plans (Details) - Schedule of restricted stock unit activity [Line Items]
Number of Shares, Outstanding Beginning balance \| shares
Number of Shares, Granted \| shares	5,918,392
Number of Shares, Released \| shares	(117,340)
Number of Shares, Forfeited \| shares	(9,794)
Number of Shares, Outstanding Ending balance \| shares	5,791,258
Weighted Average Grant Date Fair Value [Member]
Stock Incentive Plans (Details) - Schedule of restricted stock unit activity [Line Items]
Weighted Average Grant Date Fair Value, Outstanding Beginning balance \| $ / shares
Weighted Average Grant Date Fair Value, Granted \| $ / shares	8.47
Weighted Average Grant Date Fair Value, Released \| $ / shares	8.04
Weighted Average Grant Date Fair Value, Forfeited \| $ / shares	9.77
Weighted Average Grant Date Fair Value, Outstanding Ending balance \| $ / shares	$ 8.38

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 - Market-Based RSUs [Member]	6 Months Ended
	Jun. 30, 2022
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 [Line Items]
Expected volatility	50.00%
Expected term (years)	4 years
Drift rate	2.90%

Stock Incentive Plans (Details) - Schedule of operations and comprehensive loss - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Schedule of operations and comprehensive loss [Abstract]
Cost of revenues	$ 11		$ 11
Sales and marketing	538	104	796	202
Research and development	2,740	944	4,343	1,996
General and administrative	4,574	298	5,177	536
Total	$ 7,863	$ 1,346	$ 10,327	$ 2,734

Leases (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
Leases (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Leases [Abstract]
Total rent expense	$ 934	$ 923	$ 1,856	$ 1,959

Leases (Details) - Schedule of aggregate noncancelable future minimum lease payments under operating and finance leases $ in Thousands	Jun. 30, 2022 USD ($)
Operating Lease [Member]
Leases (Details) - Schedule of aggregate noncancelable future minimum lease payments under operating and finance leases [Line Items]
Remainder of 2022	$ 1,788
2023	3,754
2024	3,226
2025	902
2026	445
Thereafter	1,632
Total	11,747
Less: imputed interest	(1,324)
Present value of lease liabilities	10,423
Less: current portion	(3,299)
Lease liabilities, net of current portion	7,124
Finance Lease [Member]
Leases (Details) - Schedule of aggregate noncancelable future minimum lease payments under operating and finance leases [Line Items]
Remainder of 2022	303
2023	189
2024	122
2025	12
2026
Thereafter
Total	626
Less: imputed interest	(51)
Present value of lease liabilities	575
Less: current portion	(361)
Lease liabilities, net of current portion	$ 214

Leases (Details) - Schedule of lease cost - Finance Lease [Member] - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Leases (Details) - Schedule of lease cost [Line Items]
Operating lease cost	$ 854	$ 853	$ 1,719	$ 1,676
Short-term lease cost	80	70	137	283
Amortization of finance leased assets	365	635	776	1,289
Interest of lease liabilities	$ 22	$ 227	$ 59	$ 467

Leases (Details) - Schedule of additional information related to our leases	Jun. 30, 2022
Operating Lease [Member]
Leases (Details) - Schedule of additional information related to our leases [Line Items]
Weighted average remaining lease term (years)	3 years 10 months 6 days
Weighted average discount rate	5.92%
Finance Lease [Member]
Leases (Details) - Schedule of additional information related to our leases [Line Items]
Weighted average remaining lease term (years)	1 year 6 months 18 days
Weighted average discount rate	10.12%

Other Income (Expense), Net (Details) - Schedule of other income (expense), net - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Schedule of other income (expense), net [Abstract]
Interest income	$ 37	$ 1	$ 39	$ 6
Change in fair value of derivative and warrant liability	(14)	89	(606)	(1,314)
Other income (expense), net	200	94	(267)	(234)
Total other income (expense), net	$ 223	$ 184	$ (834)	$ (1,542)

Net Loss Per Share (Details) - Schedule of calculation of basic and diluted net loss per share attributable to common stockholders - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Numerator:
Net loss	$ (30,668)	$ (14,652)	$ (55,771)	$ (33,912)
Denominator:
Weighted average shares outstanding – basic and dilutive	162,004,172	67,357,878	116,059,520	66,666,508
Basic and diluted net loss per share	$ (0.19)	$ (0.22)	$ (0.48)	$ (0.51)

Net Loss Per Share (Details) - Schedule of outstanding shares of potentially dilutive securities - shares	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	36,826,107	134,744,657
Series C Warrants [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total		745,238
Common stock warrants [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	3,532,984	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	27,501,865	26,632,235
Restricted stock units (RSUs) [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	5,791,258

Income Taxes (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Jun. 30, 2021
Income Tax Disclosure [Abstract]
Valuation allowance deferred tax assets	$ 2,169	$ 2,169

Income Taxes (Details) - Schedule of tax expense and the effective tax rate - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Schedule of tax expense and the effective tax rate [Abstract]
Loss before income taxes	$ (30,279)	$ (14,609)	$ (55,030)	$ (33,702)
Income tax expense	$ 389	$ 43	$ 741	$ 210
Effective tax rate	(1.46%)	(0.29%)	(1.35%)	(0.62%)

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

Related Party Transactions (Details) - Schedule of related party transactions - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021
Schedule of related party transactions [Abstract]
Revenue	$ 3,019	$ 1,813	$ 5,190	$ 3,621
Accounts receivable	289		289		$ 583
Deferred revenue	$ 12,064		$ 12,064		$ 15,238