0001213900-23-024138 | POS AM | XBRL Viewer

Net Loss Per Share (Tables)

12 Months Ended

Dec. 31, 2022

Schedule of basic and diluted net loss per share

	Year Ended December 31,
	2022			2021
Numerator:
Net loss (in thousands)	$	(115,373	)	$	(79,540	)
Denominator:
Weighted average shares outstanding – basic and dilutive		157,317,695			67,255,538
Basic and diluted net loss per share	$	(0.73	)	$	(1.18	)

Schedule of outstanding shares of potentially dilutive securities

	Year Ended December 31,
	2022	2021
Stock options	25,420,425	30,361,405
Restricted stock units	16,716,383	—
Estimated ESPP stock units	476,636	—
Common stock warrants	3,665,996	1,063,214
Redeemable convertible preferred stock	—	106,949,326
Total	46,279,440	138,373,945

Business Combination

12 Months Ended

Dec. 31, 2022

Business Combination [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 December 31, 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 $127.7 million 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 $113.0 million (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 $90.7 million. The table below shows the total net proceeds from the Business Combination and the PIPE Investment (in thousands):


Cash – ATSP trust and cash (net of redemption)	$	5,357
Cash – PIPE Investment		113,000
Less: transaction costs		(27,668	)
Net proceeds from Business Combination and PIPE Investment	$	90,689

Relating to the consummation of the Business Combination, the Company incurred $27.7 million in total transaction costs consisting of direct legal, accounting and other fees. $4.1 million of Legacy SoundHound transaction costs specific and directly attributable to the Business Combination were initially capitalized as deferred offering costs and included in Other non-current assets on the 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 $86.6 million net proceeds from the PIPE investment and $4.1 million 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

Fair Value Measurements (Details) - USD ($) $ in Millions	12 Months Ended
Fair Value Measurements (Details) - USD ($) $ in Millions	Dec. 31, 2022	Dec. 31, 2021	Apr. 26, 2022
Fair Value Measurements (Details) [Line Items]
Change in fair value		$ 3.8
Embedded derivative had a fair value			$ 4.1
Series C Preferred Stock [Member] \| Warrant [Member]
Fair Value Measurements (Details) [Line Items]
Preferred stock fair value		$ 5.8
Class A Common Stock [Member]
Fair Value Measurements (Details) [Line Items]
Net issuance (in Shares)	673,416
SVB March 2021 Note [Member]
Fair Value Measurements (Details) [Line Items]
Fair of debt proceeds	$ 2.3
SCI June 2021 Note [Member]
Fair Value Measurements (Details) [Line Items]
Fair of debt proceeds	$ 1.5

Preferred stock (Details) - Schedule of preferred stock authorized, issued and outstanding	Dec. 31, 2022 USD ($) $ / shares shares
Schedule of preferred stock authorized, issued and outstanding [Abstract]
Shares Authorized	127,785,195
Shares Issued	106,949,326
Liquidation Preference (in Dollars per share) \| $ / shares	$ 1,582,562
Carrying Value (in Dollars) \| $	$ 279,503
Series A Preferred Stock [Member]
Schedule of preferred stock authorized, issued and outstanding [Abstract]
Shares Authorized	19,106,048
Shares Issued	19,106,048
Liquidation Preference (in Dollars per share) \| $ / shares	$ 28,239
Carrying Value (in Dollars) \| $	$ 4,967
Series B Preferred Stock [Member]
Schedule of preferred stock authorized, issued and outstanding [Abstract]
Shares Authorized	33,702,134
Shares Issued	33,702,134
Liquidation Preference (in Dollars per share) \| $ / shares	$ 66,360
Carrying Value (in Dollars) \| $	$ 11,038
Series C Preferred Stock [Member]
Schedule of preferred stock authorized, issued and outstanding [Abstract]
Shares Authorized	5,687,525
Shares Issued	5,687,525
Liquidation Preference (in Dollars per share) \| $ / shares	$ 38,163
Carrying Value (in Dollars) \| $	$ 11,837
Series C-1 Preferred Stock [Member]
Schedule of preferred stock authorized, issued and outstanding [Abstract]
Shares Authorized	4,436,090
Shares Issued	4,436,090
Liquidation Preference (in Dollars per share) \| $ / shares	$ 89,298
Carrying Value (in Dollars) \| $	$ 16,061
Series D Preferred Stock [Member]
Schedule of preferred stock authorized, issued and outstanding [Abstract]
Shares Authorized	20,258,299
Shares Issued	20,258,299
Liquidation Preference (in Dollars per share) \| $ / shares	$ 527,992
Carrying Value (in Dollars) \| $	$ 85,648
Series D-1 Preferred Stock [Member]
Schedule of preferred stock authorized, issued and outstanding [Abstract]
Shares Authorized	8,418,535
Shares Issued	8,418,535
Liquidation Preference (in Dollars per share) \| $ / shares	$ 277,812
Carrying Value (in Dollars) \| $	$ 49,957
Series D-2 Preferred Stock [Member]
Schedule of preferred stock authorized, issued and outstanding [Abstract]
Shares Authorized	8,418,530
Shares Issued	8,418,530
Liquidation Preference (in Dollars per share) \| $ / shares	$ 277,811
Carrying Value (in Dollars) \| $	$ 49,949
Series D-3 Preferred Stock [Member]
Schedule of preferred stock authorized, issued and outstanding [Abstract]
Shares Authorized	6,922,165
Shares Issued	6,922,165
Liquidation Preference (in Dollars per share) \| $ / shares	$ 276,887
Carrying Value (in Dollars) \| $	$ 50,046
Series D-3A Preferred Stock [Member]
Schedule of preferred stock authorized, issued and outstanding [Abstract]
Shares Authorized	20,835,869
Shares Issued
Liquidation Preference (in Dollars per share) \| $ / shares
Carrying Value (in Dollars) \| $

Stock Incentive Plans (Details) - Schedule of restricted stock unit activity	12 Months Ended
	Dec. 31, 2022 $ / shares shares
Schedule of Restricted Stock Unit Activity [Abstract]
Number of Shares, Outstanding Beginning balance \| shares
Weighted Average Grant Date Fair Value, Outstanding Beginning balance \| $ / shares
Number of Shares, Granted \| shares	20,416,417
Weighted Average Grant Date Fair Value, Granted \| $ / shares	$ 4.26
Number of Shares, Vested \| shares	(2,515,851)
Weighted Average Grant Date Fair Value, Vested \| $ / shares	$ 4.99
Number of Shares, Forfeited \| shares	(1,184,183)
Weighted Average Grant Date Fair Value, Forfeited \| $ / shares	$ 4.46
Number of Shares, Outstanding Ending balance \| shares	16,716,383
Weighted Average Grant Date Fair Value, Outstanding Endiing balance \| $ / shares	$ 4.14

Document And Entity Information	12 Months Ended
Document And Entity Information	Dec. 31, 2022
Document Information Line Items
Entity Registrant Name	SOUNDHOUND AI, INC.
Document Type	POS AM
Amendment Flag	false
Entity Central Index Key	0001840856
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false

Accrued Liabilities

12 Months Ended

Dec. 31, 2022

Accrued Liabilities [Abstract]

ACCRUED LIABILITIES

6. ACCRUED LIABILITIES

Accrued liabilities consisted of the following (in thousands):

	December 31, 2022		December 31, 2021
Accrued compensation expenses	$	6,134	$	3,802
Accrued interest		236		1,369
Accrued vendor payables		1,002		1,109
Accrued professional services		89		934
Other accrued liabilities		1		84
	$	7,462	$	7,298

Business Combination (Details) - Schedule of number of shares of common stock issued	12 Months Ended
	Dec. 31, 2022 shares
Schedule of Number of Shares of Common Stock Issued [Abstract]
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

Warrants

12 Months Ended

Dec. 31, 2022

Derivative Instruments and Hedging Activities Disclosure [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.

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 as paid-in-capital on the 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 $2.3 million and $1.5 million, respectively. The warrants had 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. As of December 31, 2022, there were 3,457,996 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 instruments, as they are indexed to the Company’s stock. As of December 31, 2022, there were 208,000 Private Warrants issued and outstanding.

Net Loss Per Share (Details) - Schedule of outstanding shares of potentially dilutive securities - shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	46,279,440	138,373,945
Stock options [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	25,420,425	30,361,405
Restricted stock units (RSUs) [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	16,716,383
Series C warrants [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	476,636
Common stock warrants [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	3,665,996	1,063,214
Redeemable convertible preferred stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total		106,949,326

Preferred stock (Tables)

12 Months Ended

Dec. 31, 2022

Preferred Stock [Abstract]

Schedule of preferred stock authorized, issued and outstanding

	Shares Authorized	Shares Issued	Liquidation Preference		Carrying 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

Net Loss Per Share (Details) - Schedule of basic and diluted net loss per share (Parentheticals) - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Schedule of Basic And Diluted Net Loss Per Share [Abstract]
Weighted average shares outstanding – dilutive	157,317,695	67,255,538
Diluted net loss per share	$ (0.73)	$ (1.18)

- 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.

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+ Details

Stock Incentive Plans (Details) - Schedule of operations and comprehensive loss - Operating Expenses [Member] - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Schedule of operations and comprehensive loss [Abstract]
Cost of revenue	$ 99
Sales and marketing	2,794	509
Research and development	13,986	4,434
General and administrative	11,913	1,379
Total	$ 28,792	$ 6,322

Organization

12 Months Ended

Dec. 31, 2022

Organization [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 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 $115.4 million for the year ended December 31, 2022. As of December 31, 2022, the Company had an accumulated deficit of $502.1 million. Management expects to continue to incur additional substantial losses in the foreseeable future primarily 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 December 31, 2022 was $9.2 million. Although the Company has incurred recurring losses each year since its inception, the Company expects it will be able to fund its operations for at least the next twelve months through a combination of cash on hand (including as a result of the net proceeds from the recently closed Series A Preferred Stock Transaction (See Note 19)), proceeds from sales of Class A common stock under the ELOC program (see Note 19), securing additional funding through debt or equity financings, implementing incremental expense reduction measures or a combination thereof. Further, in the future, the Company may seek additional funding through debt or equity financing arrangements, implement incremental expense reduction measures or a combination thereof to continue financing its operations. Although management continues to pursue these plans, there is no assurance that the Company will be successful in obtaining sufficient funding on terms acceptable to the Company to fund continuing operations, if at all. The Company’s consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. The consolidated financial statements do not include adjustments to reflect the possible future effects on the recoverability and classification of recorded assets or the amounts of liabilities that might be necessary should the Company be unable to continue as a going concern.

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. 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.

Further, inflation has risen significantly worldwide and the United States has recently experienced historically high levels of inflation. This inflation and government efforts to combat inflation, such as recent and future significant increases to benchmark interest rates and other related monetary policies, have and could continue to increase market volatility and have an adverse effect on the domestic and international financial markets and general economic conditions.

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.

Stock Incentive Plans

12 Months Ended

Dec. 31, 2022

Stock Incentive Plans [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. Under the 2016 Plan, the Company was permitted to 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 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. As of December 31, 2022, the Company had 2,640,309 awards remaining for issuance under the 2016 Plan.

On April 26, 2022, the stockholders of the Company approved the SoundHound AI, Inc. 2022 Incentive Award Plan (the “2022 Incentive Plan”)(collectively, with the 2006 Plan and the 2016 Plan, the “Plans”), which became 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 December 31, 2022, the Company had 1,929,334 awards remaining for issuance under the 2022 Incentive Plan.

On April 26, 2022, the stockholders of the Company approved the SoundHound AI, Inc. 2022 Employee Stock Purchase Plan (the “ESPP”), which became 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 is being 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 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 if the stock price on the purchase date is less than the stock price on the offering date. The first offering period under the ESPP began on November 1, 2022. As of December 31, 2022, we had not yet issued any shares pursuant to the ESPP.

Option Activity

Stock option activity under the Plans was as follows for the years ended December 31, 2022 and 2021:

	Number of Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value (in Thousands)
Outstanding, December 31, 2020	28,772,180		$	2.38
Granted	6,303,953			7.22
Exercised	(2,590,780	)		0.96
Forfeited or cancelled	(2,123,948	)		3.13
Outstanding, December 31, 2021	30,361,405			3.45
Granted	391,619			6.17
Exercised	(3,595,706	)		1.16		$	22,534
Forfeited or cancelled	(1,736,893	)		4.63
Outstanding, December 31, 2022	25,420,425		$	3.74	6.32	$	1,448
Exercisable, December 31, 2022	18,952,826			3.04	5.65		1,448

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 year ended December 31, 2022 and 2021 that were subject to repurchase.

The weighted average grant date fair value per option granted was $3.11 and $3.06, during the years ended December 31, 2022 and 2021, respectively. The total fair value of options vested was approximately $9.9 million and $5.4 million, during the years ended December 31, 2022 and 2021, respectively. As of December 31, 2022, the unamortized expense related to outstanding options was $15.3 million. The weighted average remaining amortization period over which the balance as of December 31, 2022 is to be amortized is 2.33 years.

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. The assumptions under the Black-Scholes option-pricing model during the years ended December 31, 2022 and 2021 were as follows for option awards:

	Year Ended December 31,
	2022		2021
Dividend yield	0	%	0	%
Expected volatility	51	%	42	%
Expected term (years)	5.88		6.01
Risk free interest rate	2.58	%	1.14	%

For the purpose of determining the estimated fair value of ESPP shares, the Company uses the Black-Scholes option-pricing model. The assumptions under the Black-Scholes option-pricing model during the year ended December 31, 2022 were as follows for ESPP awards:

	Year Ended December 31, 2022
Dividend yield	0	%
Expected volatility	77	%
Expected term (years)	0.52
Risk free interest rate	4.53	%

Restricted Stock Unit Activity

Restricted stock unit activity under the Plans was as follows for the year ended December 31, 2022:

	Number of Shares		Weighted Average Grant Date Fair Value
Outstanding, December 31, 2021	—		$	—
Granted	20,416,417			4.26
Vested	(2,515,851	)		4.99
Forfeited	(1,184,183	)		4.46
Outstanding, December 31, 2022	16,716,383		$	4.14

The Company recorded stock-based compensation expense of $0.4 million related to Performance-Based RSUs during the year ended December 31, 2022. Unamortized expense related to Performance-Based RSUs was $7.1 million as of December 31, 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 year ended December 31, 2022 were as follows:

	Year Ended December 31, 2022
Expected volatility	52	%
Expected term (years)	4
Drift rate	2.9	%

The weighted average grant date fair value of the Market-Based RSUs was $3.91. The Company recorded $1.1 million in stock-based compensation expense related to Market-Based RSUs during the year ended December 31, 2022. Unamortized expense related to Market-Based RSUs was $2.6 million as of December 31, 2022.

During the year ended December 31, 2022, the fair value of RSUs that vested was $12.0 million. During the year ended December 31, 2022, the Company recorded $19.0 million, of stock-based compensation related to RSUs. As of December 31, 2022, the unamortized expense related to RSUs was $55.6 million. The weighted average remaining amortization period over which the balance as of December 31, 2022 is to be amortized is 2.84 years.

Compensation Costs

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 ten votes per share, the exchange resulted in incremental stock-based compensation expense of $1.0 million which is included in general and administrative expenses on the consolidated statements of operations and comprehensive loss for the year ended December 31, 2022.

Stock-based compensation is classified in the following operating expense accounts on the consolidated statements of operations and comprehensive loss for the years ended December 31, 2022 and 2021 (in thousands):

	Year Ended December 31,
	2022		2021
Cost of revenue	$	99	$	—
Sales and marketing		2,794		509
Research and development		13,986		4,434
General and administrative		11,913		1,379
Total	$	28,792	$	6,322

Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Accounts receivable, 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	250,030,433	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	455,000,000
Common stock, shares issued	160,297,664	0
Common stock, shares outstanding	160,297,664	0
Class B Common Stock
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	44,000,000	44,000,000
Common stock, shares issued	39,735,408	0
Common stock, shares outstanding	39,735,408	0

Income taxes (Details) - Schedule of changes in gross unrecognized tax benefits - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Schedule of Changes in Gross Unrecognized Tax Benefits [Abstract]
Balance	$ 5,068	$ 4,301
Increase for tax positions of prior years		36
Increase for tax positions of current year	1,062	731
Balance	$ 6,130	$ 5,068

Revenue Recognition (Details) - Schedule of disaggregates revenue by geographic location - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Disaggregation of Revenue [Line Items]
Total	$ 31,129	$ 21,197
Korea [Member]
Disaggregation of Revenue [Line Items]
Total	14,530	2,460
Germany [Member]
Disaggregation of Revenue [Line Items]
Total	4,134	7,526
United States [Member]
Disaggregation of Revenue [Line Items]
Total	3,344	4,030
Japan [Member]
Disaggregation of Revenue [Line Items]
Total	3,866	3,797
France [Member]
Disaggregation of Revenue [Line Items]
Total	4,023	2,616
Other [Member]
Disaggregation of Revenue [Line Items]
Total	$ 1,232	$ 768

- 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
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Paragraph 40
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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)
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 4
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-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
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-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
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-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
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-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
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-Section S99
-Paragraph 1
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-URI https://asc.fasb.org/extlink&oid=6472922&loc=d3e499488-122856

+ Details

Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2022

Fair Value Disclosures [Abstract]

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

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

Schedule of common stock warrants at issuance

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

Schedule of embedded derivative was determined

	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

	Year Ended December 31,
	2022			2021
Remeasurement of conversion feature – loss	$	(606	)	$	(1,108	)

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		1,108			3,812
Exercise of warrants		—			(5,816	)
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 December 31, 2022	$	—		$	—

Accounting Policies, by Policy (Policies)

12 Months Ended

Dec. 31, 2022

Basis of Presentation and Significant Accounting Policies [Abstract]

Basis of Presentation

The accompanying 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”).

Principles of Consolidation

The Company’s consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.

We consolidate any variable interest entity (“VIE”) where we have determined we are the primary beneficiary. The primary beneficiary is the entity which has both: (i) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance; and (ii) the obligation to absorb losses or receive benefits of the entity that could potentially be significant to the VIE.

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 consolidated balance sheets.

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 years ended December 31, 2022 and 2021, the Company recognized net losses related to foreign currency transactions and remeasurements of $0.7 million and $0.5 million, respectively, in the consolidated statements of operations as other expense, net.

Use of Estimates

The preparation of 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 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.

Cash and Cash Equivalents

The Company considers all highly liquid investments purchased with an original maturity of 90 days or less from the date of purchase to be cash equivalents. The Company’s cash equivalents consist of mutual funds, commercial paper and certificates of deposit. The deposits exceed federally insured limits.

Restricted Cash Equivalents

The Company’s restricted cash equivalents were established according to the requirements under the leases for the Company’s corporate headquarters, data center and sales office and are subject to certain restrictions under the leases. All amounts in restricted cash equivalents as of December 31, 2022 and 2021 represent funds held in certificates of deposit, have original maturities of six months to one year and are recorded at cost plus accrued interest, which approximates fair value as of December 31, 2022 and 2021. Restricted cash equivalents are classified as current or non-current on the consolidated balance sheets based on the remaining term of the restriction.

Accounts Receivable, Net

Accounts receivable consist of current trade receivables due from customers recorded at invoiced amounts, net of allowance for doubtful accounts. Accounts receivable do not bear interest and the Company generally does not require collateral or other security in support of accounts receivable.

The Company has established an allowance for doubtful accounts and evaluates the collectability of its accounts receivable based on known collection risks and historical experience. Uncollectible receivables are written off when all efforts to collect have been exhausted and recoveries are recognized when received.

Property and Equipment, Net

Property and equipment are stated at cost, less accumulated depreciation and amortization. Depreciation is provided using the straight-line method over the estimated useful lives of the respective assets.

The estimated useful lives of the Company’s property and equipment are as follows:

		Computer equipment		3 – 4 years
		Software		3 years
		Furniture and fixtures		5 years
		Leasehold improvements		Lesser of useful life or the term of the lease

Maintenance and repairs that do not extend the life or improve the asset are expensed as incurred.

Impairment of Long-Lived Assets

The Company evaluates property and equipment for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. An impairment loss is recognized when the total of estimated undiscounted future cash flows expected to result from the use of the asset and its eventual disposition is less than its carrying amount. Impairment, if any, would be assessed using discounted cash flows or other appropriate measures of fair value. Through December 31, 2022, there have been no such impairments.

Leases

We determine if an arrangement is a lease at its inception. Operating lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. We generally use our incremental borrowing rate based on the information available at the lease commencement date in determining the present value of future payments, because the implicit rate of the lease is generally not known. ROU assets related to our operating lease liabilities are measured at lease inception based on the initial measurement of the lease liability, plus any prepaid lease payments and less any lease incentives, as applicable. Our lease terms that are used in determining our operating lease liabilities at lease inception may include options to extend or terminate the leases when it is reasonably certain that we will exercise such options. We amortize our ROU assets as operating lease expense generally on a straight-line basis over the lease term and classify both the lease amortization and imputed interest as operating expenses.

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. The Company’s property and equipment is primarily located in the United States. Accordingly, the Company has determined that it operates as a single reportable segment.

The Company’s property and equipment is primarily located in the United States. As of December 31, 2022, the Company’s property and equipment is located in the United States, except for 11.4% of assets located in Canada and 7.0% in other foreign jurisdictions.

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 potential 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 December 31, 2022, accounts receivable balances due from two customers collectively totaled 75% of the Company’s consolidated accounts receivable balance. As of December 31, 2021, accounts receivable balances due from five customers collectively totaled 86% of the Company’s consolidated accounts receivable balance.

For the year ended December 31, 2022, the Company had three customers that accounted for 67% of revenue. For the year ended December 31, 2021, the Company had three customers that accounted for 61% 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, including the Business Combination, 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. If a planned equity financing is abandoned, the deferred offering costs are expensed immediately as a charge to operating expenses in the consolidated statements of operations and comprehensive loss.

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 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. Revenues are recognized when control of the promised goods or services are transferred to a customer in an amount that reflects the consideration that the Company expects to receive in exchange for those services. 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 expense, net in the 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 December 31, 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 all forfeitures as they occur. The Company uses the Black-Scholes option-pricing model to determine the fair value of stock options and ESPP shares. The Black-Scholes option-pricing model requires the use of highly subjective and complex assumptions to determine the fair value of the awards, including the expected term of the award and the price volatility of the underlying stock. The Company calculates the fair value of the awards by using the Black-Scholes option-pricing model with the following assumptions:

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

Expected Term — The expected term of the Company’s awards 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. For the valuation of ESPP shares, the Company uses the period of time from the valuation date to the purchase date.

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 awards’ 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 consolidated statements of operations and comprehensive loss.

Redeemable Convertible Preferred Stock

Legacy SoundHound Preferred Stock did not have a mandatory redemption date and are assessed at issuance for classification and redemption features requiring bifurcation. 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. See Note 11 for additional 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 expense, net in the 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, ESPP shares, 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 Pronouncements — Adopted

In February 2016, the FASB issued Accounting Standards Update 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 $11.4 million, 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 $9.8 million which represent the operating lease liabilities of $11.4 million, adjusted for (1) deferred rent of approximately $0.8 million, (2) lease incentives or tenant improvement allowance of $1.1 million and (3) prepaid rent of $0.3 million.

• The Company additionally recharacterized its capital leases as finance leases. However, there was no quantitative impact to capital leases upon transitioning to the new standard.

See Note 14 for additional information.

Fair Value Measurements (Details) - Schedule of changes in fair value of the company’s derivative liability and warrant liability - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Derivative [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
Balance ending		3,488
Change in fair value	606	1,108
Extinguishment of embedded derivative upon conversion of convertible note	(4,094)
Exercise of warrants
Warrant [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
Balance ending
Change in fair value		3,812
Extinguishment of embedded derivative upon conversion of convertible note
Exercise of warrants		$ (5,816)

Convertible Notes and Note Payable (Details) - Schedule of convertible notes, debt balances - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
Notes payable, current portion	$ 16,718
Notes payable, net of current portion	18,311
Unamortized loan discount	(62)	$ (657)
Convertible notes, current portion		30,525
Total	34,967	29,868
Unamortized debt issuance cost recorded as an asset	295	1,132
SVB March 2021 Note [Member]
Debt Instrument [Line Items]
Notes payable, current portion	12,000	31,050
Notes payable, net of current portion	10,050
Unamortized loan discount	(62)	(1,086)
Carrying value		29,964
Total	21,988
Unamortized debt issuance cost recorded as an asset
SCI June 2021 Note [Member]
Debt Instrument [Line Items]
Notes payable, current portion	4,718
Notes payable, net of current portion	8,261
Unamortized loan discount
Convertible notes, current portion		15,525
Total	12,979	15,525
Unamortized debt issuance cost recorded as an asset	$ 295	1,132
SNAP June 2020 Note [Member]
Debt Instrument [Line Items]
Unamortized loan discount		(657)
Convertible notes, current portion		15,000
Total		14,343
Unamortized debt issuance cost recorded as an asset

Convertible Notes and Note 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

Income taxes (Details) - Schedule of federal statutory rate to the loss before taxes - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Schedule of Federal Statutory Rate to the Loss Before Taxes [Abstract]
Federal statutory income tax rate	21.00%	21.00%
Tax provision at statutory rate $	$ (23,622)	$ (16,608)
State income tax rate	7	5
Foreign withholding and income tax	2,298	388
Foreign rate differential	(115)
Research and development credits	(1,731)	(1,605)
Change in valuation allowance	24,272	15,804
Stock based compensation	1,540	728
Permanent book tax differences	470	996
Other	(230)	748
Total	$ 2,889	$ 456

Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Deficit - USD ($) $ in Thousands	Legacy SoundHound Redeemable Convertible Preferred Stock	Class A Common Stock	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 Balances, beginning of period	$ 273,687			$ 1	30,836	(1)	(307,189)	(276,353)
Adjusted Balances, beginning of period (in Shares)	106,303,970			65,667,776
Issuance of common stock upon exercise of stock options					2,490			2,490
Issuance of common stock upon exercise of stock options (in Shares)				2,590,780
Issuance of common stock warrants					3,843			3,843
Other comprehensive gain, net of tax						1		1
Stock-based compensation					6,322			6,322
Issuance of redeemable convertible Series C preferred stock upon net exercise of Series C Warrants	$ 5,816
Issuance of redeemable convertible Series C preferred stock upon net exercise of Series C Warrants (in Shares)	645,356
Net loss							(79,540)	(79,540)
Balance at Dec. 31, 2021	$ 279,503			$ 1	43,491		(386,729)	(343,237)
Balance (in Shares) at Dec. 31, 2021	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)	$ (279,503)	$ 14	$ 4	$ (1)	279,486			279,503
Effect of reverse recapitalization, net of costs (Note 3) (in Shares)	(106,949,326)	140,114,400	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 conversion of Class B common shares
Issuance of Class A common shares upon conversion of Class B common shares (in Shares)		661,192	(661,192)
Issuance of Class A common shares upon exercise of stock options					1,320			1,320
Issuance of Class A common shares upon exercise of stock options (in Shares)		1,013,171
Issuance of Class A common shares upon vesting of restricted stock units
Issuance of Class A common shares upon vesting of restricted stock units (in Shares)		2,515,851
Stock-based compensation					28,792			28,792
Net loss							(115,373)	(115,373)
Balance at Dec. 31, 2022		$ 16	$ 4		$ 466,857		$ (502,102)	$ (35,225)
Balance (in Shares) at Dec. 31, 2022		160,297,664	39,735,408

Commitments and Contingencies (Details) - USD ($) $ in Millions	1 Months Ended
	Aug. 31, 2021	Dec. 31, 2022	Dec. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
Exclusive agreement, description	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 $98.0 million in cloud costs over a seven-year period subject to variable increases based on usage.
Estimated and recorded liability		$ 1.1	$ 1.1

Business Combination (Details) - USD ($) $ / shares in Units, $ in Millions	1 Months Ended	12 Months Ended
	Apr. 26, 2022	Dec. 31, 2022
Business Combination (Details) [Line Items]
Common stock and preferred stock, shares authorized	500,000,000
Preferred stock, shares authorized	1,000,000
Preferred stock shares outstanding
Preferred stock shares issued
Conversion ratio		5.5562
Net proceeds (in Dollars)		$ 90.7
Transaction cost (in Dollars)		27.7
Net redemptions (in Dollars)		$ 4.1
Class A Common Stock [Member]
Business Combination (Details) [Line Items]
Capital stock consisting of shares	455,000,000
Par value of per share (in Dollars per share)	$ 0.0001
Vote per share	one
Aggregate shares		11,300,000
Aggregate shares price (in Dollars)		$ 113.0
Converted into aggregate shares		140,114,060
Class A Common Stock [Member] \| PIPE Investment [Member]
Business Combination (Details) [Line Items]
Purchase price per share (in Dollars per share)		$ 10
Class B Common Stock [Member]
Business Combination (Details) [Line Items]
Capital stock consisting of shares	44,000,000
Vote per share	ten
Converted into aggregate shares		40,396,600
ATSP [Member] \| Class A Common Stock [Member] \| IPO [Member]
Business Combination (Details) [Line Items]
Aggregate shares		12,767,950
Purchase price per share (in Dollars per share)		$ 10
Aggregate shares price (in Dollars)		$ 127.7
PIPE Investment [Member]
Business Combination (Details) [Line Items]
Net proceeds (in Dollars)		86.6
Sound Hound Transaction [Member]
Business Combination (Details) [Line Items]
Transaction cost (in Dollars)		$ 4.1

Common Stock

12 Months Ended

Dec. 31, 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 (Tables)

12 Months Ended

Dec. 31, 2022

Stock Incentive Plans [Abstract]

Schedule of stock options outstanding and exercisable

	Number of Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value (in Thousands)
Outstanding, December 31, 2020	28,772,180		$	2.38
Granted	6,303,953			7.22
Exercised	(2,590,780	)		0.96
Forfeited or cancelled	(2,123,948	)		3.13
Outstanding, December 31, 2021	30,361,405			3.45
Granted	391,619			6.17
Exercised	(3,595,706	)		1.16		$	22,534
Forfeited or cancelled	(1,736,893	)		4.63
Outstanding, December 31, 2022	25,420,425		$	3.74	6.32	$	1,448
Exercisable, December 31, 2022	18,952,826			3.04	5.65		1,448

Schedule of weighted average calculated fair value of the options granted to employees

	Year Ended December 31,
	2022		2021
Dividend yield	0	%	0	%
Expected volatility	51	%	42	%
Expected term (years)	5.88		6.01
Risk free interest rate	2.58	%	1.14	%

	Year Ended December 31, 2022
Dividend yield	0	%
Expected volatility	77	%
Expected term (years)	0.52
Risk free interest rate	4.53	%

Schedule of restricted stock unit activity

	Number of Shares		Weighted Average Grant Date Fair Value
Outstanding, December 31, 2021	—		$	—
Granted	20,416,417			4.26
Vested	(2,515,851	)		4.99
Forfeited	(1,184,183	)		4.46
Outstanding, December 31, 2022	16,716,383		$	4.14

Schedule of assumptions under the monte carlo simulation model and the calculated fair value of the market-based RSUs granted to employees

	Year Ended December 31, 2022
Expected volatility	52	%
Expected term (years)	4
Drift rate	2.9	%

Schedule of operations and comprehensive loss

	Year Ended December 31,
	2022		2021
Cost of revenue	$	99	$	—
Sales and marketing		2,794		509
Research and development		13,986		4,434
General and administrative		11,913		1,379
Total	$	28,792	$	6,322

Accrued Liabilities (Details) - Schedule of accrued liabilities - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Schedule Of Accrued Liabilities Abstract
Accrued compensation expenses	$ 6,134	$ 3,802
Accrued interest	236	1,369
Accrued vendor payables	1,002	1,109
Accrued professional services	89	934
Other accrued liabilities	1	84
Total	$ 7,462	$ 7,298

Income taxes (Details) - USD ($) $ in Millions	12 Months Ended
Income taxes (Details) - USD ($) $ in Millions	Dec. 31, 2022	Dec. 31, 2021
Income taxes (Details) [Line Items]
Income tax expense	$ 2.9	$ 0.5
Valuation allowance	25.5	$ 17.9
Federal net operating loss	$ 256.0
Minimum [Member]
Income taxes (Details) [Line Items]
Amortizes expenditure	5 years
Net operating loss	$ 106.9
Research and development credit carry forwards	$ 9.1
Maximum [Member]
Income taxes (Details) [Line Items]
Amortizes expenditure	15 years
Net operating loss	$ 344.6
Research and development credit carry forwards	$ 11.4

Other Expense, Net (Details) - Schedule of net on the consolidated statements of operations and comprehensive loss - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Other expense, net:
Interest income	$ 390	$ 7
Change in fair value of derivative and warrant liability	(606)	(4,920)
Other income (expense), net	32	(502)
Total other expense, net	$ (184)	$ (5,415)

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Cash flows from operating activities:
Net loss	$ (115,373)	$ (79,540)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	4,037	5,502
Stock-based compensation	28,792	6,322
Change in fair value of derivative and warrant liability	606	4,920
Amortization of debt issuance costs	2,287	4,746
Non-cash lease amortization	3,307	3,586
Deferred income taxes	2,114	113
Changes in operating assets and liabilities:
Accounts receivable, net	(1,354)	1,515
Prepaid expenses	(1,238)	(168)
Other current assets	299	(917)
Contract assets	(8,658)
Other assets	(539)	(1,470)
Accounts payable	302	424
Accrued liabilities	116	3,671
Operating lease liabilities	(4,030)	(3,565)
Deferred revenue	(7,646)	(10,281)
Other liabilities	2,959	(1,035)
Net cash used in operating activities	(94,019)	(66,177)
Cash flows from investing activities:
Purchases of property and equipment	(1,329)	(636)
Net cash used in investing activities	(1,329)	(636)
Cash flows from financing activities:
Proceeds from issuance of convertible notes, net of issuance costs		14,905
Proceeds from note payable, net of issuance costs		29,833
Proceeds from the issuance of common stock upon exercise of options	4,160	2,490
Proceeds from Business Combination and PIPE, net of transaction costs	90,689
Payments on notes payable	(11,545)
Payments on finance leases	(1,303)	(2,575)
Net cash provided by financing activities	82,001	44,653
Net change in cash, cash equivalents, and restricted cash equivalents	(13,347)	(22,160)
Cash, cash equivalents, and restricted cash equivalents, beginning of year	22,822	44,982
Cash, cash equivalents, and restricted cash equivalents, end of year	9,475	22,822
Reconciliation to amounts on the consolidated balance sheets:
Cash and cash equivalents	9,245	21,626
Current portion of restricted cash equivalents		460
Non-current portion of restricted cash equivalents	230	736
Total cash, cash equivalents, and restricted cash equivalents shown in the consolidated statements of cash flows	9,475	22,822
Supplemental disclosures of cash flow information:
Cash paid for interest	4,364	2,631
Cash paid for income taxes	1,044	263
Noncash investing and financing activities:
Operating lease liabilities and right-of-use assets through adoption of ASC 842		11,428
Operating lease liabilities arising from obtaining right-of-use assets	650	3,422
Property and equipment acquired under finance leases or debt		584
Conversion of convertible note into common stock pursuant to Business Combination	20,239
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
Non-cash debt discount		525
Issues of series C redeemable convertible preferred stock for exercise of warrants		$ 5,816

Related Party Transactions (Details) - USD ($) $ in Millions	6 Months Ended	12 Months Ended
	Jun. 30, 2022	Dec. 31, 2021
Related Party Transactions (Details) [Line Items]
Recognized revenue		$ 7.0
Accounts receivable		0.6
Deferred revenue		$ 15.2
Related Party Transactions [Member]
Related Party Transactions (Details) [Line Items]
Recognized revenue	$ 5.2
Ownership Interest [Member]
Related Party Transactions (Details) [Line Items]
Ownership interest	5.00%

Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income Statement [Abstract]
Revenues	$ 31,129	$ 21,197
Operating expenses:
Cost of revenues	9,599	6,585
Sales and marketing	20,367	4,240
Research and development	76,392	59,178
General and administrative	30,178	16,521
Total operating expenses	136,536	86,524
Loss from operations	(105,407)	(65,327)
Other expense, net:
Interest expense	(6,893)	(8,342)
Other expense, net	(184)	(5,415)
Total other expense, net	(7,077)	(13,757)
Loss before provision for income taxes	(112,484)	(79,084)
Provision for income taxes	2,889	456
Net loss	(115,373)	(79,540)
Other comprehensive gain:
Unrealized holding gain on available-for-sale securities, net of tax		1
Comprehensive loss	$ (115,373)	$ (79,539)
Net loss per share:
Basic and diluted (in Dollars per share)	$ (0.73)	$ (1.18)
Weighted-average common shares outstanding:
Basic and diluted (in Shares)	157,317,695	67,255,538

Basis of Presentation and Significant Accounting Policies

12 Months Ended

Dec. 31, 2022

Basis of Presentation and Significant Accounting Policies [Abstract]

BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

2. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Principles of Consolidation

Reclassification

Foreign Currency

Use of Estimates

Cash and Cash Equivalents

Restricted Cash Equivalents

Accounts Receivable, Net

Property and Equipment, Net

The estimated useful lives of the Company’s property and equipment are as follows:

		Computer equipment		3 – 4 years
		Software		3 years
		Furniture and fixtures		5 years
		Leasehold improvements		Lesser of useful life or the term of the lease

Maintenance and repairs that do not extend the life or improve the asset are expensed as incurred.

Impairment of Long-Lived Assets

Leases

Segment Information

Emerging Growth Company Status

Concentrations of Credit Risk and Other Risks and Uncertainties

Equity Issuance Costs

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

Warrants

Income Taxes

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

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

Convertible Notes and Derivative Liabilities

Net Loss Per Share

Recent Accounting Pronouncements — Adopted

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

• The Company additionally recharacterized its capital leases as finance leases. However, there was no quantitative impact to capital leases upon transitioning to the new standard.

See Note 14 for additional information.

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 9,245	$ 21,626
Restricted cash equivalents		460
Accounts receivable, net of allowances of $109 as of December 31, 2022 and December 31, 2021	3,414	2,060
Prepaid expenses	2,514	1,276
Contract assets	1,671	54
Other current assets	859	1,995
Total current assets	17,703	27,471
Restricted cash equivalents, non-current	230	736
Right-of-use assets	8,119	10,291
Property and equipment, net	3,447	6,155
Deferred tax asset	55	2,169
Contract assets, non-current	7,041
Other non-current assets	1,656	2,381
Total assets	38,251	49,203
Current liabilities:
Accounts payable	2,798	3,760
Accrued liabilities	7,462	7,298
Operating lease liabilities	3,282	3,281
Finance lease liabilities	160	1,301
Income tax liability	1,314	2,737
Deferred revenue	5,812	6,042
Convertible note		29,868
Derivative liability		3,488
Notes payable	16,668	29,964
Total current liabilities	37,496	87,739
Operating lease liabilities, net of current portion	5,715	8,611
Finance lease liabilities, net of current portion	128	292
Deferred revenue, net of current portion	7,543	14,959
Notes payable, net of current portion	18,299
Other non-current liabilities	4,295	1,336
Total liabilities	73,476	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 December 31, 2022 and December 31, 2021, respectively		279,503
Legacy SoundHound Common Stock, $0.0001 par value; 250,030,433 shares authorized; 0 and 68,258,556 shares issued and outstanding as of December 31, 2022 and December 31, 2021, respectively		1
Class A Common Stock, $0.0001 par value; 455,000,000 shares authorized; 160,297,664 and 0 shares issued and outstanding as of December 31, 2022 and December 31, 2021, respectively	16
Class B Common Stock, $0.0001 par value; 44,000,000 shares authorized; 39,735,408 and 0 shares issued and outstanding as of December 31, 2022 and December 31, 2021, respectively	4
Additional paid-in capital	466,857	43,491
Accumulated deficit	(502,102)	(386,729)
Total stockholders’ deficit	(35,225)	(343,237)
Total liabilities, redeemable convertible preferred stock, and stockholders’ deficit	$ 38,251	$ 49,203

Net Loss Per Share

12 Months Ended

Dec. 31, 2022

Net loss 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 years ended December 31, 2022 and 2021:

	Year Ended December 31,
	2022			2021
Numerator:
Net loss (in thousands)	$	(115,373	)	$	(79,540	)
Denominator:
Weighted average shares outstanding – basic and dilutive		157,317,695			67,255,538
Basic and diluted net loss per share	$	(0.73	)	$	(1.18	)

For the years ended December 31, 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 years ended December 31, 2022 and 2021:

	Year Ended December 31,
	2022	2021
Stock options	25,420,425	30,361,405
Restricted stock units	16,716,383	—
Estimated ESPP stock units	476,636	—
Common stock warrants	3,665,996	1,063,214
Redeemable convertible preferred stock	—	106,949,326
Total	46,279,440	138,373,945

Fair Value Measurements (Details) - Schedule of fair value remeasurement of embedded derivative - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Schedule of Fair Value Remeasurement of Embedded Derivative [Abstract]
Remeasurement of conversion feature – loss $	$ (606)	$ (1,108)

Income taxes

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

INCOME TAXES

17. INCOME TAXES

The following is a geographical breakdown of loss before income taxes:

	Year Ended December 31,
	2022			2021
Domestic	$	(115,624	)	$	(79,962	)
Foreign		3,140			878
	$	(112,484	)	$	(79,084	)

The provision for income taxes consisted of the following:

	Year Ended December 31,
	2022			2021
Current provision:
Federal	$	—		$	—
State		7			5
Foreign		755			339
Total current provision	$	762		$	344
Deferred provision:
Federal	$	—		$	—
State		—			—
Foreign		2,127			112
Total deferred provision	$	2,127		$	112
Total provision for income taxes	$	2,889		$	456
Effective income tax expense rate		(2.6	)%		(0.6	)%

The Company has incurred net pre-tax losses in the United States only for all periods presented. The Company recorded an income tax expense of $2.9 million and $0.5 million for the years ended December 31, 2022 and 2021, respectively, which reflects withholding tax paid on the U.S. books for sales in foreign jurisdictions and estimated 2022 income tax related to foreign subsidiaries.

The provision for income taxes differed from the amount computed by applying the federal statutory rate to our income before income taxes as follows:

	Year Ended December 31,
	2022			2021
Federal statutory income tax rate		21.00	%		21.00	%
Tax provision at statutory rate	$	(23,622	)	$	(16,608	)
State income tax rate		7			5
Foreign withholding and income tax		2,298			388
Foreign rate differential		(115	)		—
Research and development credits		(1,731	)		(1,605	)
Change in valuation allowance		24,272			15,804
Stock based compensation		1,540			728
Permanent book tax differences		470			996
Other		(230	)		748
	$	2,889		$	456

The components of our deferred tax assets and liabilities were as follows:

	Year Ended December 31,
	2022			2021
Deferred tax assets:
Net operating loss carryforwards	$	79,060		$	70,808
Research and development credits		13,809			10,650
Property and equipment and intangible assets		178			91
Deferred revenue		1,612			3,662
Contract liability		—			1,154
Share-based compensation		3,062			1,235
Operating lease liabilities		2,106			2,861
Section 174 research and development capitalization		13,319			—
Accruals and reserves		888			863
Other		23			—
Total deferred tax assets		114,057			91,324
Valuation allowance		(112,204	)		(86,695	)
Total deferred tax assets, net		1,853			4,629
Deferred tax liabilities:
Right-of-use assets		(1,811	)		(2,460	)
Total deferred tax liabilities		(1,811	)		(2,460	)
Net deferred tax assets	$	42		$	2,169
Recorded as:
Non-current deferred tax assets	$	55		$	2,169
Non-current deferred tax liabilities (included as a component of Other liabilities)		(13	)		—
Net deferred tax assets	$	42		$	2,169

Based on available objective evidence, management believes it is more-likely-than-not that the domestic federal and state deferred tax assets; and excess Canadian SR&ED tax credits will not be fully realized due to the Company’s cumulative losses and inability to utilize excess tax credits. Accordingly, the Company has provided a valuation allowance on deferred tax assets in excess of deferred tax liabilities against its federal and state deferred tax assets as of December 31, 2022 and 2021. The valuation allowance increased by $25.5 million and by $17.9 million for the years ended December 31, 2022 and 2021, respectively.

The Company capitalized research and development expenditures incurred during the year ended December 31, 2022 and amortizes such expenditures over 5 or 15 years, as applicable, pursuant to Section 174 of the Internal Revenue Code as required by the 2017 Tax Cuts and Jobs Act. The mandatory capitalization requirement did not have a material impact on our net deferred tax assets or cash tax liabilities.

The Company is not asserting permanent reinvestment of its unrepatriated foreign earnings. As of December 31, 2022, the Company anticipated that the tax liability associated with any potential repatriation of foreign earnings is not material.

As of December 31, 2022, the Company had net operating loss carry forwards of approximately $344.6 million and $106.9 million available to reduce future taxable income, if any, for both federal and state income tax purposes, respectively. The federal and state net operating loss carry forwards will start to expire in 2025 and 2028, respectively, with the exception of $256.0 million in federal net operating loss carryforwards, which can be carried forward indefinitely.

The Company also had federal and state research and development credit carry forwards of approximately $11.4 million and $9.1 million, respectively, at December 31, 2022. The federal credits will expire starting in 2029 if not utilized. State research and development tax credits can be carried forward indefinitely.

Under Sections 382 and 383 of the Internal Revenue Code of 1986 and similar state tax laws, utilization of net operating loss carryforwards and tax credits may be subject to annual limitations due to certain ownership changes. The Company’s net operating loss carryforwards and tax credits could expire before utilization if subject to annual limitations.

The Company files U.S. federal income tax returns as well as income tax returns in many U.S. states and foreign jurisdictions. As of December 31, 2022, the tax years 2006 through the current period remain open to examination by the major jurisdictions in which the Company is subject to tax. Fiscal years outside the normal statute of limitation remain open to audit by tax authorities due to tax attributes generated in those early years, which have been carried forward and may be audited in subsequent years when utilized.

Changes in gross unrecognized tax benefits during the periods presented were as follows (in thousands):


Balance as of December 31, 2020	$	4,301
Increase for tax positions of prior years		36
Increase for tax positions of current year		731
Balance as of December 31, 2021		5,068
Increase for tax positions of current year		1,062
Balance as of December 31, 2022	$	6,130

These unrecognized tax benefits, if recognized, would not affect the effective tax rate and would be offset by the reversal of related deferred tax assets which are subject to a full valuation allowance. As of December 31, 2022, the Company has not accrued any interest or penalties. The Company does not anticipate any significant change in the Company’s uncertain tax positions within 12 months of this date.

- 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

Fair Value Measurements (Details) - Schedule of embedded derivative was determined	12 Months Ended
	Dec. 31, 2021
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability measurement input (percent)	100.00%
Weighted average term (years)	3 months 7 days
Weighted average discount rate	25.00%
Probability of Next Equity Financing [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability measurement input (percent)	3.00%
Probability of SPAC/PIPE [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability measurement input (percent)	95.00%
Probability of IPO [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability measurement input (percent)	2.00%

Fair Value Measurements

12 Months Ended

Dec. 31, 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 (in thousands):

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

In December 2021, the Series C Warrants were fully exercised. Immediately prior to their exercise, the Company revalued the warrants to their intrinsic value, resulting in a change in fair value of $3.8 million. This change in fair value was recorded as a component of other expense, net, in the accompanying consolidated statements of operations and comprehensive loss. The warrants were recorded as Series C Preferred Stock at their fair value of $5.8 million 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 of the debt proceeds of $2.3 million and $1.5 million, 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:

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.

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 $4.1 million. 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 expense, net on the 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 consolidated balance sheet.

The following table summarizes the fair value remeasurement of the embedded derivative for the years ended December 31, 2022 and 2021 (in thousands):

	Year Ended December 31,
	2022			2021
Remeasurement of conversion feature – loss	$	(606	)	$	(1,108	)

The following table sets 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		1,108			3,812
Exercise of warrants		—			(5,816	)
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 December 31, 2022	$	—		$	—

There were no transfers of financial instruments between the three levels of the fair value hierarchy during the years ended December 31, 2022 and 2021.

- 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

Basis of Presentation and Significant Accounting Policies (Details) - Schedule of estimated useful lives company' s property and equipment $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($)
Computer equipment [Member] \| Minimum [Member]
Public Utility, Property, Plant and Equipment [Line Items]
Estimated useful lives	$ 3
Computer equipment [Member] \| Maximum [Member]
Public Utility, Property, Plant and Equipment [Line Items]
Estimated useful lives	4
Software [Member]
Public Utility, Property, Plant and Equipment [Line Items]
Estimated useful lives	3
Furniture and fixtures [Member]
Public Utility, Property, Plant and Equipment [Line Items]
Estimated useful lives	$ 5
Leasehold improvements [Member]
Public Utility, Property, Plant and Equipment [Line Items]
Estimated useful lives, description	Lesser of useful life or the term of the lease

Revenue Recognition (Details) - Schedule of service - Revenue [Member] - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Revenue Recognition (Details) - Schedule of service [Line Items]
Total	$ 31,129	$ 21,197
Product royalties [Member]
Revenue Recognition (Details) - Schedule of service [Line Items]
Total	28,447	18,356
Service subscriptions [Member]
Revenue Recognition (Details) - Schedule of service [Line Items]
Total	1,838	1,550
Monetization [Member]
Revenue Recognition (Details) - Schedule of service [Line Items]
Total	$ 844	$ 1,291

- 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).

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+ Details

Leases (Details) - USD ($) $ in Millions	12 Months Ended
Leases (Details) - USD ($) $ in Millions	Dec. 31, 2022	Dec. 31, 2021
Leases [Abstract]
Total rent expense	$ 3.9	$ 4.2

Property and Equipment, Net (Details) - Schedule of property and equipment, net - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Total property and equipment, at cost	$ 34,977	$ 33,554
Less: accumulated depreciation and amortization	(31,530)	(27,399)
Total property and equipment, net	3,447	6,155
Computer equipment [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment, at cost	20,946	20,571
Software and voice recordings [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment, at cost	9,420	8,687
Leasehold improvements [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment, at cost	3,850	3,567
Furniture and fixtures [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment, at cost	$ 761	$ 729

Leases

12 Months Ended

Dec. 31, 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 non-cancelable future minimum lease payments under operating and finance leases were as follows as of December 31, 2022 (in thousands):

	Operating Lease			Finance Lease
Year Ending December 31:
2023	$	3,758		$	189
2024		3,234			122
2025		914			8
2026		458			—
2027		458			—
Thereafter		1,225			—
Total		10,047			319
Less: imputed interest		(1,050	)		(31	)
Present value of lease liabilities		8,997			288
Less: current portion		(3,282	)		(160	)
Lease liabilities, net of current portion	$	5,715		$	128

The components of lease cost were as follows during the years ended December 31, 2022 and 2021 (in thousands):

	Year Ended December 31,
	2022		2021
Operating lease cost	$	3,423	$	3,654
Short-term lease cost	$	466	$	524

Finance lease cost:
Amortization of finance leased assets	$	995	$	2,575
Interest on lease liabilities	$	79	$	472

The table below presents additional information related to our leases as of December 31, 2022:

	Operating Lease		Finance Lease
Weighted average remaining lease term (years)	3.83		1.82
Weighted average discount rate	5.89	%	10.80	%

The Company’s rent expense totaled approximately $3.9 million and $4.2 million during the years ended December 31, 2022 and 2021, respectively.

Preferred stock (Details)	Dec. 31, 2022 $ / shares shares	Apr. 26, 2022 shares
Preferred stock (Details) [Line Items]
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 [Member]
Preferred stock (Details) [Line Items]
Preferred stock, shares authorized	1,000,000
Class A Common Stock [Member]
Preferred stock (Details) [Line Items]
Preferred stock conversion ratio	5.5562

Leases (Tables)

12 Months Ended

Dec. 31, 2022

Leases [Abstract]

Schedule of operating and finance leases

	Operating Lease			Finance Lease
Year Ending December 31:
2023	$	3,758		$	189
2024		3,234			122
2025		914			8
2026		458			—
2027		458			—
Thereafter		1,225			—
Total		10,047			319
Less: imputed interest		(1,050	)		(31	)
Present value of lease liabilities		8,997			288
Less: current portion		(3,282	)		(160	)
Lease liabilities, net of current portion	$	5,715		$	128

Schedule of the components of lease cost

	Year Ended December 31,
	2022		2021
Operating lease cost	$	3,423	$	3,654
Short-term lease cost	$	466	$	524

Finance lease cost:
Amortization of finance leased assets	$	995	$	2,575
Interest on lease liabilities	$	79	$	472

Schedule of additional information related to our leases

	Operating Lease		Finance Lease
Weighted average remaining lease term (years)	3.83		1.82
Weighted average discount rate	5.89	%	10.80	%

Revenue Recognition (Details) - Schedule of revenue recognition pattern - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Revenue Recognition (Details) - Schedule of revenue recognition pattern [Line Items]
Total	$ 31,129	$ 21,197
Over time revenue [Member]
Revenue Recognition (Details) - Schedule of revenue recognition pattern [Line Items]
Total	19,955	15,210
Point-in-time [Member]
Revenue Recognition (Details) - Schedule of revenue recognition pattern [Line Items]
Total	$ 11,174	$ 5,987

- Definition

+ References

+ Details

Net Loss Per Share (Details) - Schedule of basic and diluted net loss per share - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Numerator:
Net loss	$ (115,373)	$ (79,540)
Denominator:
Weighted average shares outstanding – basic and dilutive	157,317,695	67,255,538
Basic and diluted net loss per share	$ (0.73)	$ (1.18)

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

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The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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+ Details

Convertible Notes and Note Payable

12 Months Ended

Dec. 31, 2022

Convertible Notes and Note Payable [Abstract]

CONVERTIBLE NOTES AND NOTE PAYABLE

9. CONVERTIBLE NOTES AND NOTE 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 $15.0 million 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 $30.0 million, 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 September 2020 was $2.5 million, which was recorded as a derivative liability on the Company’s 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 $2.5 million. The Company amortized the aggregate debt discount using the effective interest method. The Company recognized total interest expense of $0.7 million associated with the SNAP June 2020 Note for the year ended December 31, 2022, out of which $0.4 relates to amortization of the debt discount. The Company recognized total interest expense of $2.0 million associated with the SNAP June 2020 Note for the year ended December 31, 2021, out of which $1.3 million relates to 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 $30.0 million, 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 $15.0 million and accrued interest of $1.4 million were converted into 368,384 shares of Class A Common Stock. In addition, the remaining debt discount of $0.2 million and related derivative liability with fair value of $4.1 million 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 (in thousands).

	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 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 $30.0 million along with the issuance of warrants to purchase 127,570 shares of Legacy SoundHound’s common stock. The warrant’s allocated fair value was $2.3 million at issuance. The SVB March 2021 Note also contains a final payment provision of $1.1 million. 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 9.00% or 5.75% above the Prime Rate. As of December 31, 2022, the interest rate was 13.25%. Payments were interest-only for the first twelve months and are now principal and interest through maturity. The Company recorded stated interest expense in the consolidated statements of operations and comprehensive loss for the years ended December 31, 2022 and 2021 of $2.8 million and $4.5 million, respectively, of which $0.2 million remained unpaid as accrued interest at December 31, 2022 and 2021. The total amount of debt discount at issuance was $3.5 million. During the years ended December 31, 2022 and 2021, the Company recorded $1.0 million and $2.4 million in interest expense related to the debt discounts, respectively.

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

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 $5.0 million increments up to a total commitment amount of $15.0 million. The Company drew an initial $5.0 million on June 14, 2021 and the remaining $10.0 million on December 1, 2021. The SCI June 2021 Note also contains a final payment provision of 3.5% on each draw or $0.5 million 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 $1.5 million 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 $2.2 million are directly attributable to the total commitment of $15.0 million, the Company has presented its unamortized debt issuance cost associated with this note as a current asset, recorded as debt issuance cost on the 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 $0.8 million and $1.0 million in interest expense related to the debt discounts during the years ended December 31, 2022 and 2021, respectively.

The loan amortization date was 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. 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 December 31, 2022, the SCI June 2021 Note was classified as a note payable.

The below tables summarize the Company’s debt balances (in thousands):

	December 31, 2022
	SVB March 2021 Note			SCI June 2021 Note		Total
Notes payable, current portion	$	12,000		$	4,718	$	16,718
Notes payable, net of current portion		10,050			8,261		18,311
Unamortized loan discount		(62	)		—		(62	)
Total	$	21,988		$	12,979	$	34,967
Unamortized debt issuance cost recorded as an asset	$	—		$	295	$	295

	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 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.

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+ Details

Income taxes (Details) - Schedule of geographical breakdown of loss before income taxes - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income taxes (Details) - Schedule of geographical breakdown of loss before income taxes [Line Items]
Total	$ (112,484)	$ (79,084)
Domestic [Member]
Income taxes (Details) - Schedule of geographical breakdown of loss before income taxes [Line Items]
Total	(115,624)	(79,962)
Foreign [Member]
Income taxes (Details) - Schedule of geographical breakdown of loss before income taxes [Line Items]
Total	$ 3,140	$ 878

Commitments and Contingencies

12 Months Ended

Dec. 31, 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 $98.0 million in cloud costs over a seven-year period subject to variable increases based on usage.

Aggregate non-cancelable future minimum payments were as follows as of December 31, 2022 (in thousands):


2023	$	7,000
2024		11,000
2025		14,000
2026		16,000
2027		24,000
Thereafter		24,000
Total	$	96,000

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 $1.1 million as of December 31, 2022 and 2021.

Subsequent Events

12 Months Ended

Dec. 31, 2022

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

19. SUBSEQUENT EVENTS

Restructuring

On January 5, 2023, SoundHound announced a restructuring plan (the “Restructuring Plan”) intended to reduce operating costs, improve operating margins, improve cash flows and accelerate the Company’s path to profitability. The Restructuring Plan included a reduction of the Company’s then-current workforce by approximately 40%.

The Company estimates that it will incur approximately $4.5 million to $5.5 million in charges in connection with the Restructuring Plan, of which the majority is expected to be incurred in the first quarter of 2023 and consists of severance payments, employee benefits and share-based compensation. Of the aggregate amount of charges that the Company estimates it will incur in connection with the Restructuring Plan, the Company expects that approximately $2.0 million to $3.0 million will be in cash expenditures.

Issuance of Preferred Stock

On or around January 20, 2023, the Company entered into Preferred Stock Purchase Agreements (the “Purchase Agreements”) with certain investors (the “Investors”) pursuant to which the Company issued and sold to the Investors an aggregate of 835,011 shares of its newly designated Series A Convertible Preferred Stock, par value $0.0001 per share (the “Series A Preferred Stock”) for an aggregate issue price of approximately $25.0 million. Our Chief Financial Officer, Nitesh Sharan, and one of our directors, Eric Ball, each participated in the Transaction, purchasing 3,334 shares of Series A Preferred Stock each for $100,000 each.

The Purchase Agreements contain customary representations, warranties and covenants. The shares of Series A Preferred Stock were issued and sold in a private placement exempt from the registration requirements of the Securities Act. The Company does not intend to register the shares of Series A Preferred Stock or the underlying Common Stock for resale under the Securities Act.

Equity Line of Credit

On August 16, 2022, the Company entered into a common stock purchase agreement (the “Common Stock Purchase Agreement”) and related registration rights agreement (the “CFPI Registration Rights Agreement”) with CF Principal Investments LLC (“CFPI”). Pursuant to the Common Stock Purchase Agreement, the Company, has the right to sell to CFPI up to the lesser of (i) 25,000,000 shares of Class A common stock and (ii) the Exchange Cap (as defined in the Common Stock Purchase Agreement), subject to certain limitations and conditions set forth in the Common Stock Purchase Agreement. On February 14, 2023, the Company’s Registration Statement on Form S-1 registering the resale of the ELOC Shares was declared effective. The Company expects to utilize proceeds from the ELOC for working capital and other general corporate purposes. Through March 17, 2023, the Company has sold approximately 8.8 million shares under the ELOC program for aggregate proceeds of approximately $24.9 million.

The purchase price of the shares that the Company elects to sell to CFPI pursuant to the Common Stock Purchase Agreement will be the volume weighted average price of the Common Stock during the applicable purchase date on which the Company has timely delivered written notice to CFPI directing it to purchase the shares under the Common Stock Purchase Agreement. The Company will receive 97% of the volume weighted average price of the Common Stock so sold.

In connection with the execution of the Common Stock Purchase Agreement, the Company issued CFPI 250,000 shares as consideration for its irrevocable commitment to purchase the shares upon the terms and subject to the satisfaction of the conditions set forth in the Common Stock Purchase Agreement. The Company has also agreed to make a cash payment of $250,000 within 120 days after the commencement date of the offering and to reimburse CFPI of up to $75,000 of expenses.

Property and Equipment, Net (Tables)

12 Months Ended

Dec. 31, 2022

Property, Plant and Equipment [Abstract]

Schedule of property and equipment, net

	December 31, 2022			December 31, 2021
Computer equipment	$	20,946		$	20,571
Software and voice recordings		9,420			8,687
Leasehold improvements		3,850			3,567
Furniture and fixtures		761			729
Total property and equipment, at cost		34,977			33,554
Less: accumulated depreciation and amortization		(31,530	)		(27,399	)
Total property and equipment, net	$	3,447		$	6,155

Convertible Notes and Note Payable (Tables)

12 Months Ended

Dec. 31, 2022

Convertible Notes and Note Payable [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

	December 31, 2022
	SVB March 2021 Note			SCI June 2021 Note		Total
Notes payable, current portion	$	12,000		$	4,718	$	16,718
Notes payable, net of current portion		10,050			8,261		18,311
Unamortized loan discount		(62	)		—		(62	)
Total	$	21,988		$	12,979	$	34,967
Unamortized debt issuance cost recorded as an asset	$	—		$	295	$	295

	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
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-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
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-Name Accounting Standards Codification
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Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
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-Name Accounting Standards Codification
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Reference 5: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 7: http://www.xbrl.org/2003/role/exampleRef
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-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
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-Paragraph 3
-URI https://asc.fasb.org/extlink&oid=126973232&loc=d3e21475-112644

+ Details

Property and Equipment, Net

12 Months Ended

Dec. 31, 2022

Property, Plant and Equipment [Abstract]

PROPERTY AND EQUIPMENT, NET

5. PROPERTY AND EQUIPMENT, NET

Property and equipment, net consisted of the following (in thousands):

	December 31, 2022			December 31, 2021
Computer equipment	$	20,946		$	20,571
Software and voice recordings		9,420			8,687
Leasehold improvements		3,850			3,567
Furniture and fixtures		761			729
Total property and equipment, at cost		34,977			33,554
Less: accumulated depreciation and amortization		(31,530	)		(27,399	)
Total property and equipment, net	$	3,447		$	6,155

Property and equipment, net includes assets under finance lease obligations (see Note 14 for additional information) with an aggregate cost of approximately $0.6 million and $16.6 million and accumulated depreciation of approximately $0.3 million and $13.9 million as of December 31, 2022 and 2021, respectively. Depreciation and amortization expense totaled approximately $4.0 million and $5.5 million for the years ended December 31, 2022 and 2021, respectively.

Other Expense, Net (Tables)

12 Months Ended

Dec. 31, 2022

Other Expense, Net [Abstract]

Schedule of net on the consolidated statements of operations and comprehensive loss

	Year Ended December 31,
	2022			2021
Other expense, net:
Interest income	$	390		$	7
Change in fair value of derivative and warrant liability		(606	)		(4,920	)
Other income (expense), net		32			(502	)
Total other expense, net	$	(184	)	$	(5,415	)

Warrants (Details) $ / shares in Units, $ in Millions	12 Months Ended
Warrants (Details) $ / shares in Units, $ in Millions	Dec. 31, 2022 $ / shares shares	Dec. 31, 2021 shares	Apr. 26, 2022 shares	Jun. 14, 2021 USD ($)	Mar. 31, 2021 USD ($)
Warrants (Details) [Line Items]
Exercise price per share (in Dollars per share) \| $ / shares	$ 11.5
Redemption price (in Dollars per share) \| $ / shares	$ 0.01
Warrant trigger price	18
Warrant [Member]
Warrants (Details) [Line Items]
Fair value of warrants (in Dollars) \| $				$ 1.5	$ 2.3
April 2013 Series C Warrants [Member]
Warrants (Details) [Line Items]
Number of common stock purchase by warrants	248,408
November 2013 Series C Warrants [Member]
Warrants (Details) [Line Items]
Number of common stock purchase by warrants	496,827
Series C Warrants [Member]
Warrants (Details) [Line Items]
Exercise price per share (in Dollars per share) \| $ / shares	$ 1.21
Warrants exercised		745,235
Public Warrants [Member]
Warrants (Details) [Line Items]
Warrants issued and outstanding	3,457,996
Private Warrants [Member]
Warrants (Details) [Line Items]
Warrants issued and outstanding	208,000
Series C Preferred Stock [Member]
Warrants (Details) [Line Items]
Net issuance		645,356
Class A Common Stock [Member]
Warrants (Details) [Line Items]
Net issuance			455,000,000
Net issuance of shares	673,416
Legacy Sound Hound [Member]
Warrants (Details) [Line Items]
Exercise price per share (in Dollars per share) \| $ / shares	$ 3.67
Legacy Sound Hound [Member] \| SVB March 2021 Note [Member]
Warrants (Details) [Line Items]
Number of common stock purchase by warrants	708,808
Legacy Sound Hound [Member] \| SCI June 2021 Note [Member]
Warrants (Details) [Line Items]
Number of common stock purchase by warrants	354,404

Other Expense, Net

12 Months Ended

Dec. 31, 2022

Other Expense, Net [Abstract]

OTHER EXPENSE, NET

15. OTHER EXPENSE, NET

Other expense, net on the consolidated statements of operations and comprehensive loss is comprised of the following for the years ended December 31, 2022 and 2021 (in thousands):

	Year Ended December 31,
	2022			2021
Other expense, net:
Interest income	$	390		$	7
Change in fair value of derivative and warrant liability		(606	)		(4,920	)
Other income (expense), net		32			(502	)
Total other expense, net	$	(184	)	$	(5,415	)

Business Combination (Details) - Schedule of net proceeds from the business combination and the PIPE investment $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($)
Schedule of Net Proceeds from the Business Combination and the Pipe Investment [Abstract]
Cash – ATSP trust and cash (net of redemption)	$ 5,357
Cash – PIPE Investment	113,000
Less: transaction costs	(27,668)
Net proceeds from Business Combination and PIPE Investment	$ 90,689

Convertible Notes and Note Payable (Details) - USD ($) $ / shares in Units, $ in Millions	1 Months Ended			12 Months Ended
	Jun. 30, 2021	Mar. 31, 2021	Jun. 30, 2020	Dec. 31, 2022	Dec. 31, 2021	Dec. 01, 2021	Jun. 14, 2021	Sep. 30, 2020
Convertible Notes and Note Payable (Details) [Line Items]
Outstanding principal percentage				100.00%
SNAP June 2020 Note [Member]
Convertible Notes and Note Payable (Details) [Line Items]
Cash proceeds			$ 15.0
Annual interest rate			5.00%
Maturity date			Jun. 26, 2022	May 31, 2025
Discount rate				20.00%
Price per share (in Dollars per share)				$ 0.8
Conversion amount				$ 30.0
Outstanding principal percentage				200.00%
Derivative liability								$ 2.5
Total amount of debt discount at issuance				$ 2.5
Total interest expense				0.7	$ 2.0
Debt discount				0.4	1.3
Total proceeds				30.0
Outstanding principal amount				15.0
Accrued interest				1.4
Remaining debt discount				0.2
Derivative liability at fair value				$ 4.1
SVB March 2021 Note [Member]
Convertible Notes and Note Payable (Details) [Line Items]
Maturity date				Sep. 01, 2024
Total interest expense				$ 1.0	2.4
Borrowings		$ 30.0
Issuance of warrants to purchase (in Shares)		127,570
Fair value issuance		$ 2.3
Final payment provision		$ 1.1
Loan bears interest rate				9.00%
Prime rate				5.75%
Interest rate				13.25%
Comprehensive loss				$ 2.8	4.5
Accrued interest				0.2	0.2
Amortization of the debt discount				$ 3.5	3.5
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.
SCI June 2021 Note [Member]
Convertible Notes and Note Payable (Details) [Line Items]
Maturity date				May 31, 2025
Total interest expense				$ 0.8	1.0
Final payment provision	$ 0.5
Prime rate				5.75%
Interest rate				13.25%
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.
Increments amount	5.0
Total commitment amount	$ 15.0
Initial amount							$ 5.0
Remaining amount						$ 10.0
Final payment provision percentage	3.50%
Convertible note to purchase (in Shares)	63,785
Fair value of issuance	$ 1.5
Loan bears interest rate				9.00%
Incurred and paid stated interest amount				$ 1.5	$ 0.3
Warrants and discounts				2.2
Total commitment amount				$ 15.0
SCI June 2021 Note [Member] \| IPO [Member]
Convertible Notes and Note Payable (Details) [Line Items]
Maturity date				Jun. 26, 2022
Class A Common Stock [Member] \| SNAP June 2020 Note [Member]
Convertible Notes and Note Payable (Details) [Line Items]
Converted shares (in Shares)				368,384

Fair Value Measurements (Details) - Schedule of common stock warrants at issuance	12 Months Ended
	Dec. 31, 2022
SVB March 2021 Note Common Stock Warrants [Member]
Fair Value Measurements (Details) - Schedule of common stock warrants at issuance [Line Items]
Expected dividend rate	0.00%
Risk-free interest rate	1.74%
Expected volatility	47.00%
Expected term (in years)	10 years
SCI June 2021 Note Common Stock Warrants [Member]
Fair Value Measurements (Details) - Schedule of common stock warrants at issuance [Line Items]
Expected dividend rate	0.00%
Risk-free interest rate	1.51%
Expected volatility	47.00%
Expected term (in years)	10 years

Accrued Liabilities (Tables)

12 Months Ended

Dec. 31, 2022

Accrued Liabilities Table [Abstract]

Schedule of accrued liabilities

	December 31, 2022		December 31, 2021
Accrued compensation expenses	$	6,134	$	3,802
Accrued interest		236		1,369
Accrued vendor payables		1,002		1,109
Accrued professional services		89		934
Other accrued liabilities		1		84
	$	7,462	$	7,298

Revenue Recognition

12 Months Ended

Dec. 31, 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 year ended December 31, 2022, $2.2 million of professional service revenue was recognized over time, with the remaining $2.0 million recognized at a point in time when the performance obligation was fulfilled and control of the service was transferred to the customer. During the year ended December 31, 2021, $2.4 million of professional service revenue was recognized over time, with the remaining $4.7 million 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 years ended December 31, 2022 and 2021, revenue under each performance obligation was as follows (in thousands):

	Year Ended December 31,
	2022		2021
Hosted services	$	17,743	$	12,764
Professional services		4,220		7,142
Monetization		844		1,291
Licensing		8,322		—
Total	$	31,129	$	21,197

For the years ended December 31, 2022 and 2021, the disaggregated revenue by geographic location was as follows (in thousands):

	Year Ended December 31,
	2022		2021
Korea	$	14,530	$	2,460
Germany		4,134		7,526
United States		3,344		4,030
Japan		3,866		3,797
France		4,023		2,616
Other		1,232		768
Total	$	31,129	$	21,197

For the years ended December 31, 2022 and 2021, the disaggregated revenue by recognition pattern was as follows (in thousands):

	Year Ended December 31,
	2022		2021
Over time revenue	$	19,955	$	15,210
Point-in-time		11,174		5,987
Total	$	31,129	$	21,197

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 years ended December 31, 2022 and 2021, the disaggregated revenue by service type was as follows (in thousands):

	Year Ended December 31,
	2022		2021
Product royalties	$	28,447	$	18,356
Service subscriptions		1,838		1,550
Monetization		844		1,291
Total	$	31,129	$	21,197

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. During the year ended December 31, 2022, we recognized $7.6 million of licensing revenue from our Houndify Edge solution, which we delivered to a customer during the second half of 2022, related to minimum guarantee units to be utilized over the life of the contract and resulted in a corresponding increase in our contract assets balance. The Company has not recorded any asset impairment charges related to contract assets during the periods presented in the consolidated financial statements.

Revenue recognized included in the deferred revenue balance at the beginning of the reporting period for the years ended December 31, 2022 and 2021 was $6.4 million and $14.9 million, respectively. As of December 31, 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 $20.7 million. Given the applicable contract terms, $8.1 million is expected to be recognized as revenue within one year, $9.3 million is expected to be recognized between two to five years and the remainder of $3.3 million 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
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-Section 50
-Paragraph 10
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130551-203045

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Paragraph 13
-Subparagraph (b)(2)
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+ Details

Common Stock (Details) - $ / shares	1 Months Ended	12 Months Ended
Common Stock (Details) - $ / shares	Apr. 26, 2022	Dec. 31, 2022	Dec. 31, 2021
Common Stock (Details) [Line Items]
Common stock shares authorized	500,000,000	250,030,433	250,030,433
Common stock par value (in Dollars per share)		$ 0.0001	$ 0.0001
Preferred stock shares issued
Preferred stock shares authorized	1,000,000
Legacy Sound Hound [Member]
Common Stock (Details) [Line Items]
Common stock shares authorized	73,561,334
Preferred stock shares authorized	106,949,326
Legacy Sound Hound [Member] \| Business Combination [Member]
Common Stock (Details) [Line Items]
Common stock shares authorized		250,030,433
Preferred Stock [Member]
Common Stock (Details) [Line Items]
Preferred stock shares issued	1,000,000
Preferred stock par value (in Dollars per share)	$ 0.0001
Class A Common Stock [Member]
Common Stock (Details) [Line Items]
Common stock shares authorized	455,000,000	455,000,000	455,000,000
Common stock par value (in Dollars per share)	$ 0.0001	$ 0.0001	$ 0.0001
Converted shares	140,114,060	106,949,326
Class B Common Stock [Member]
Common Stock (Details) [Line Items]
Common stock shares authorized	44,000,000	44,000,000	44,000,000
Common stock par value (in Dollars per share)	$ 0.0001	$ 0.0001	$ 0.0001
Converted shares	40,396,600
Common Stock [Member]
Common Stock (Details) [Line Items]
Converted shares	180,510,660

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	12 Months Ended
	Dec. 31, 2022
Schedule of assumptions under the monte carlo simulation model and the calculated fair value of the market-based RSUs granted to employees [Abstract]
Expected volatility	52.00%
Expected term (years)	4 years
Drift rate	2.90%

Income taxes (Details) - Schedule of provision for income taxes - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Current provision:
Federal $
State	7	5
Foreign	755	339
Total current provision $	762	344
Deferred provision:
Federal $
State
Foreign	2,127	112
Total deferred provision $	2,127	112
Total provision for income taxes $	$ 2,889	$ 456
Effective income tax expense rate	(2.60%)	(0.60%)

Basis of Presentation and Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2022

Basis of Presentation and Significant Accounting Policies [Abstract]

Schedule of estimated useful lives company' s property and equipment

		Computer equipment		3 – 4 years
		Software		3 years
		Furniture and fixtures		5 years
		Leasehold improvements		Lesser of useful life or the term of the lease

Revenue Recognition (Tables)

12 Months Ended

Dec. 31, 2022

Revenue Recognition [Abstract]

Schedule of revenues under each performance

	Year Ended December 31,
	2022		2021
Hosted services	$	17,743	$	12,764
Professional services		4,220		7,142
Monetization		844		1,291
Licensing		8,322		—
Total	$	31,129	$	21,197

Schedule of disaggregates revenue by geographic location

	Year Ended December 31,
	2022		2021
Korea	$	14,530	$	2,460
Germany		4,134		7,526
United States		3,344		4,030
Japan		3,866		3,797
France		4,023		2,616
Other		1,232		768
Total	$	31,129	$	21,197

Schedule of revenue recognition pattern

	Year Ended December 31,
	2022		2021
Over time revenue	$	19,955	$	15,210
Point-in-time		11,174		5,987
Total	$	31,129	$	21,197

Schedule of service

	Year Ended December 31,
	2022		2021
Product royalties	$	28,447	$	18,356
Service subscriptions		1,838		1,550
Monetization		844		1,291
Total	$	31,129	$	21,197

Preferred stock

12 Months Ended

Dec. 31, 2022

Preferred Stock [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 Authorized	Shares Issued	Liquidation Preference		Carrying 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 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 December 31, 2022.

Leases (Details) - Schedule of additional information related to our leases	Dec. 31, 2022
Operating Lease [Member]
Leases (Details) - Schedule of additional information related to our leases [Line Items]
Weighted average remaining lease term (years)	3 years 9 months 29 days
Weighted average discount rate	5.89%
Finance Lease [Member]
Leases (Details) - Schedule of additional information related to our leases [Line Items]
Weighted average remaining lease term (years)	1 year 9 months 25 days
Weighted average discount rate	10.80%

Income taxes (Details) - Schedule of net deferred tax assets - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Schedule of Net Deferred Tax Assets [Abstract]
Net operating loss carryforwards $	$ 79,060	$ 70,808
Research and development credits	13,809	10,650
Property and equipment and intangible assets	178	91
Deferred revenue	1,612	3,662
Contract liability		1,154
Share-based compensation	3,062	1,235
Operating lease liabilities	2,106	2,861
Section 174 research and development capitalization	13,319
Accruals and reserves	888	863
Other	23
Total deferred tax assets	114,057	91,324
Valuation allowance	(112,204)	(86,695)
Total deferred tax assets, net	1,853	4,629
Right-of-use assets	(1,811)	(2,460)
Total deferred tax liabilities	(1,811)	(2,460)
Net deferred tax assets $	42	2,169
Non-current deferred tax assets $	55	2,169
Non-current deferred tax liabilities (included as a component of Other liabilities)	$ (13)

Leases (Details) - Schedule of the components of lease cost - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Schedule Of The Components Of Lease Cost Abstract
Operating lease cost	$ 3,423	$ 3,654
Short-term lease cost	466	524
Finance lease cost:
Amortization of finance leased assets	995	2,575
Interest of lease liabilities	$ 79	$ 472

Business Combination (Tables)

12 Months Ended

Dec. 31, 2022

Business Combination [Abstract]

Schedule of 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		(27,668	)
Net proceeds from Business Combination and PIPE Investment	$	90,689

Schedule of number of shares of common stock issued

		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

Consolidated Statements of Operations and Comprehensive Loss (Parentheticals) - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income Statement [Abstract]
Basic and diluted (in Dollars per share)	$ (0.73)	$ (1.18)
Basic and diluted (in Shares)	157,317,695	67,255,538

- Definition

+ References

+ Details

Stock Incentive Plans (Details) - USD ($) $ / shares in Units, $ in Millions	1 Months Ended	12 Months Ended
	Apr. 26, 2022	Dec. 31, 2022	Dec. 31, 2021
Stock Incentive Plans (Details) [Line Items]
Stock option, 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.
Share percentage	10.00%
Fair market value, percentage	85.00%
Weighted average grant date fair value (in Dollars per share)		$ 3.11	$ 3.06
Fair value of options vested		$ 9.9	$ 5.4
Unamortized expense		$ 15.3
Weighted average remaining amortization period		2 years 10 months 2 days
Stock based compensation expense		$ 19.0
Employee Stock Purchase Plan [Member]
Stock Incentive Plans (Details) [Line Items]
Aggregate shares (in Shares)	3,930,074
Share percentage	2.00%
Class A Common Stock [Member]
Stock Incentive Plans (Details) [Line Items]
Common stock reserved for issuance (in Shares)	19,650,371
Class B Common Stock [Member]
Stock Incentive Plans (Details) [Line Items]
Stock based compensation expense		$ 1.0
Founders held of legacy (in Shares)		7,270,503
Exchange for shares (in Shares)		40,396,600
2016 Plan [Member]
Stock Incentive Plans (Details) [Line Items]
Common stock reserved for issuance (in Shares)		2,640,309	6,667,478
Aggregate shares (in Shares)			48,347,329
2022 Incentive Plan [Member]
Stock Incentive Plans (Details) [Line Items]
Common stock reserved for issuance (in Shares)		1,929,334
Restricted Stock Units (RSUs) [Member]
Stock Incentive Plans (Details) [Line Items]
Unamortized expense		$ 55.6
Weighted average remaining amortization period		2 years 3 months 29 days
Performance-Based RSUs [Member]
Stock Incentive Plans (Details) [Line Items]
Unamortized expense		$ 7.1
Stock based compensation expense		$ 0.4
Market-Based RSUs [Member]
Stock Incentive Plans (Details) [Line Items]
Weighted average grant date fair value (in Dollars per share)		$ 3.91
Fair value of options vested		$ 12.0
Unamortized expense		2.6
Stock based compensation expense		$ 1.1

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

Revenue Recognition (Details) - Schedule of revenues under each performance - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Schedule Of Revenues Under Each Performance Abstract
Hosted services	$ 17,743	$ 12,764
Professional services	4,220	7,142
Monetization	844	1,291
Licensing	8,322
Total	$ 31,129	$ 21,197

- 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 after deduction of interest expense when recognized as a component of revenue, and sales and trading gain (loss).

+ References + Details

Income taxes (Tables)

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

Schedule of geographical breakdown of loss before income taxes

	Year Ended December 31,
	2022			2021
Domestic	$	(115,624	)	$	(79,962	)
Foreign		3,140			878
	$	(112,484	)	$	(79,084	)

Schedule of provision for income taxes

	Year Ended December 31,
	2022			2021
Current provision:
Federal	$	—		$	—
State		7			5
Foreign		755			339
Total current provision	$	762		$	344
Deferred provision:
Federal	$	—		$	—
State		—			—
Foreign		2,127			112
Total deferred provision	$	2,127		$	112
Total provision for income taxes	$	2,889		$	456
Effective income tax expense rate		(2.6	)%		(0.6	)%

Schedule of provision for income taxes

	Year Ended December 31,
	2022			2021
Federal statutory income tax rate		21.00	%		21.00	%
Tax provision at statutory rate	$	(23,622	)	$	(16,608	)
State income tax rate		7			5
Foreign withholding and income tax		2,298			388
Foreign rate differential		(115	)		—
Research and development credits		(1,731	)		(1,605	)
Change in valuation allowance		24,272			15,804
Stock based compensation		1,540			728
Permanent book tax differences		470			996
Other		(230	)		748
	$	2,889		$	456

Schedule of net deferred tax assets

	Year Ended December 31,
	2022			2021
Deferred tax assets:
Net operating loss carryforwards	$	79,060		$	70,808
Research and development credits		13,809			10,650
Property and equipment and intangible assets		178			91
Deferred revenue		1,612			3,662
Contract liability		—			1,154
Share-based compensation		3,062			1,235
Operating lease liabilities		2,106			2,861
Section 174 research and development capitalization		13,319			—
Accruals and reserves		888			863
Other		23			—
Total deferred tax assets		114,057			91,324
Valuation allowance		(112,204	)		(86,695	)
Total deferred tax assets, net		1,853			4,629
Deferred tax liabilities:
Right-of-use assets		(1,811	)		(2,460	)
Total deferred tax liabilities		(1,811	)		(2,460	)
Net deferred tax assets	$	42		$	2,169
Recorded as:
Non-current deferred tax assets	$	55		$	2,169
Non-current deferred tax liabilities (included as a component of Other liabilities)		(13	)		—
Net deferred tax assets	$	42		$	2,169

Schedule of changes in gross unrecognized tax benefits


Balance as of December 31, 2020	$	4,301
Increase for tax positions of prior years		36
Increase for tax positions of current year		731
Balance as of December 31, 2021		5,068
Increase for tax positions of current year		1,062
Balance as of December 31, 2022	$	6,130

Leases (Details) - Schedule of operating and finance leases $ in Thousands	Dec. 31, 2022 USD ($)
Operating Lease [Member]
Leases (Details) - Schedule of operating and finance leases [Line Items]
2023	$ 3,758
2024	3,234
2025	914
2026	458
2027	458
Thereafter	1,225
Total	10,047
Less: imputed interest	(1,050)
Present value of lease liabilities	8,997
Less: current portion	(3,282)
Lease liabilities, net of current portion	5,715
Financing Lease [Member]
Leases (Details) - Schedule of operating and finance leases [Line Items]
2023	189
2024	122
2025	8
2026
2027
Thereafter
Total	319
Less: imputed interest	(31)
Present value of lease liabilities	288
Less: current portion	(160)
Lease liabilities, net of current portion	$ 128

Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 2022

Commitments and Contingencies Disclosure [Abstract]

Schedule of aggregate non-cancelable future minimum payments


2023	$	7,000
2024		11,000
2025		14,000
2026		16,000
2027		24,000
Thereafter		24,000
Total	$	96,000

Related Party Transactions

12 Months Ended

Dec. 31, 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. As a result of the Business Combination during the second quarter of 2022, each company’s ownership interest in us was reduced to less than 5%. Consequently, considering all aspects of our relationships with the companies, as of June 30, 2022, we no longer consider the companies related parties. Below we provide our disclosures for transactions with the companies through June 30, 2022.

During the six months ended June 30, 2022, we recognized revenue from the companies of $5.2 million. During the year ended December 31, 2021, we recognized revenue from the companies of $7.0 million. As of December 31, 2021, we had accounts receivable and deferred revenue balances related to the companies of $0.6 million and $15.2 million, respectively.

Revenue Recognition (Details) - USD ($) $ in Millions	12 Months Ended
Revenue Recognition (Details) - USD ($) $ in Millions	Dec. 31, 2022	Dec. 31, 2021
Revenue Recognition (Details) [Line Items]
Professional service revenue	$ 2.2	$ 2.4
Recognized revenue	2.0	4.7
Licensing revenue	7.6
Deferred revenue	6.4	$ 14.9
Related to customer contracts unsatisfied amount	20.7
Recognized revenue	$ 8.1
Revenue recognized term	1 year
Expected to recognized revenue	$ 9.3
Contractual term	5 years
Long term period	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
Revenue [Member]
Revenue Recognition (Details) [Line Items]
Remaining recognized amount	$ 3.3

Stock Incentive Plans (Details) - Schedule of stock options outstanding and exercisable - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Schedule of Stock Options Outstanding and Exercisable [Abstract]
Number of Shares, Outstanding, Beginning Balance	30,361,405	28,772,180
Weighted Average Exercise Price, Beginning Balance	$ 3.45	$ 2.38
Aggregate Intrinsic Value , Beginning Balance
Number of Shares, Granted	391,619	6,303,953
Weighted Average Exercise Price, Granted	$ 6.17	$ 7.22
Number of Shares, Exercised	(3,595,706)	(2,590,780)
Weighted Average Exercise Price, Exercised	$ 1.16	$ 0.96
Aggregate Intrinsic Value, Exercised	$ 22,534
Number of Shares, Forfeited or cancelled	(1,736,893)	(2,123,948)
Weighted Average Exercise Price, Forfeited or cancelled	$ 4.63	$ 3.13
Number of Shares, Outstanding, Ending Balance	25,420,425	30,361,405
Weighted Average Exercise Price, Outstanding, Ending Balance	$ 3.74	$ 3.45
Weighted Average Remaining Contractual Term (Years), Outstanding, Ending Balance	6 years 3 months 25 days
Aggregate Intrinsic Value, Outstanding, Ending Balance	$ 1,448
Number of Shares, Exercisable Balance	18,952,826
Weighted Average Exercise Price, Exercisable Balance	$ 3.04
Weighted Average Remaining Contractual Term (Years), Exercisable Balance	5 years 7 months 24 days
Aggregate Intrinsic Value, Exercisable Balance	$ 1,448

Commitments and Contingencies (Details) - Schedule of aggregate non-cancelable future minimum payments $ in Thousands	Dec. 31, 2022 USD ($)
Schedule Of Aggregate Non Cancelable Future Minimum Payments Abstract
2023	$ 7,000
2024	11,000
2025	14,000
2026	16,000
2027	24,000
Thereafter	24,000
Total	$ 96,000

Property and Equipment, Net (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment [Abstract]
Aggregate cost	$ 0.6	$ 16.6
Accumulated depreciation	0.3	13.9
Depreciation and amortization expense	$ 4.0	$ 5.5

Stock Incentive Plans (Details) - Schedule of weighted average calculated fair value of the options granted to employees	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
ESPP Activity [Member]
Stock Incentive Plans (Details) - Schedule of weighted average calculated fair value of the options granted to employees [Line Items]
Dividend yield	0.00%	0.00%
Expected volatility	51.00%	42.00%
Expected term (years)	5 years 10 months 17 days	6 years 3 days
Risk free interest rate	2.58%	1.14%
Restricted Stock Unit Activity [Member]
Stock Incentive Plans (Details) - Schedule of weighted average calculated fair value of the options granted to employees [Line Items]
Dividend yield	0.00%
Expected volatility	77.00%
Expected term (years)	6 months 7 days
Risk free interest rate	4.53%

Basis of Presentation and Significant Accounting Policies (Details) $ in Thousands	1 Months Ended	12 Months Ended
	Apr. 26, 2022 shares	Dec. 31, 2022 USD ($) shares	Dec. 31, 2021 USD ($)	Jan. 01, 2021 USD ($)
Basis of Presentation and Significant Accounting Policies (Details) [Line Items]
Net loss related to foreign currency (in Dollars)		$ 700	$ 500
Property and equipment percentage		11.40%
Assets in other foreign jurisdictions percentage		7.00%
Number of customers			3
Concentration risk, percentage			61.00%
Percentage of revenue		67.00%
Operating lease liabilities (in Dollars)				$ 11,400
Operating lease right-of-use asset (in Dollars)		$ 8,119	$ 10,291	9,800
Deferred rent (in Dollars)				800
Lease incentives or tenant improvement allowance (in Dollars)				1,100
Prepaid rent (in Dollars)				300
Common Class A [Member]
Basis of Presentation and Significant Accounting Policies (Details) [Line Items]
Converted shares (in Shares) \| shares	140,114,060	106,949,326
Accounts Receivable [Member]
Basis of Presentation and Significant Accounting Policies (Details) [Line Items]
Number of customers		2	5
Concentration risk, percentage		75.00%	86.00%
Revenue Benchmark [Member]
Basis of Presentation and Significant Accounting Policies (Details) [Line Items]
Number of customers		3
Operating Leases [Member]
Basis of Presentation and Significant Accounting Policies (Details) [Line Items]
Operating lease liabilities (in Dollars)				$ 11,400

Organization (Details) - USD ($) $ / shares in Units, $ in Millions	12 Months Ended
	Dec. 31, 2022	Apr. 26, 2022	Dec. 31, 2021
Organization (Details) [Line Items]
Common stock, par value (in Dollars per share)	$ 0.0001		$ 0.0001
Net loss	$ 115.4
Accumulated deficit	502.1
Total cash and cash equivalents	$ 9.2
Class A Common Stock [Member]
Organization (Details) [Line Items]
Common stock, par value (in Dollars per share)	$ 0.0001	$ 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	$ 0.0001

Subsequent Events (Details) - USD ($)		1 Months Ended		12 Months Ended
Subsequent Events (Details) - USD ($)	Jan. 05, 2023	Mar. 17, 2023	Jan. 20, 2023	Dec. 31, 2022	Dec. 31, 2021	Aug. 16, 2022
Subsequent Events (Details) [Line Items]
Aggregate issue price					$ 3,843,000
Weighted average price rate				97.00%
Commitment shares, description				In connection with the execution of the Common Stock Purchase Agreement, the Company issued CFPI 250,000 shares as consideration for its irrevocable commitment to purchase the shares upon the terms and subject to the satisfaction of the conditions set forth in the Common Stock Purchase Agreement.
Cash payments				$ 250,000
Expenses				$ 75,000
Class A Common Stock [Member]
Subsequent Events (Details) [Line Items]
Shares issued (in Shares)				673,416
Shares of common stock (in Shares)						25,000,000
Shares sold (in Shares)				11,300,000
Aggregate proceeds				$ 113,000,000
Subsequent Event [Member]
Subsequent Events (Details) [Line Items]
Restructuring plan profitability percentage	40.00%
Shares sold (in Shares)		8,800,000
Aggregate proceeds		$ 24,900,000
Subsequent Event [Member] \| Minimum [Member]
Subsequent Events (Details) [Line Items]
Charges in connection with the restructuring plan	$ 4,500,000
Cash expenditures	2,000,000
Subsequent Event [Member] \| Maximum [Member]
Subsequent Events (Details) [Line Items]
Charges in connection with the restructuring plan	5,500,000
Cash expenditures	$ 3,000,000
Subsequent Event [Member] \| Series A Preferred Stock [Member]
Subsequent Events (Details) [Line Items]
Aggregate of shares (in Shares)			835,011
Par value per share (in Dollars per share)			$ 0.0001
Aggregate issue price			$ 25,000,000
Shares issued (in Shares)			3,334
Subsequent Event [Member] \| Series A Preferred Stock [Member]
Subsequent Events (Details) [Line Items]
Shares issued for value			$ 100,000