[8-K/A] SOUNDHOUND AI, INC. Amends Material Event Report

Rhea-AI Filing Summary

SoundHound AI, Inc. filed an amended Form 8-K to update its earlier disclosure about acquiring Interactions Corporation. The amendment adds Interactions’ audited financial statements for the year ended December 31, 2024 and unaudited financial statements for the six months ended June 30, 2025, all prepared under U.S. generally accepted accounting principles. It also provides unaudited pro forma condensed combined financial information for the year ended December 31, 2024 and the nine months ended September 30, 2025, reflecting the impact of SoundHound AI’s acquisitions of Amelia and Interactions. Aside from including these financial statements and pro forma data, the amendment leaves the original report unchanged.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_________________________________________

FORM 8-K/A

_________________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 14, 2025 (September 3, 2025)

_________________________________________

SOUNDHOUND AI, INC.

(Exact name of registrant as specified in its charter)

_________________________________________

Delaware

001-40193

85-1286799

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

5400 Betsy Ross Drive Santa Clara, CA						95054
(Address of principal executive offices)						(Zip Code)

Registrant’s telephone number, including area code: (408) 441-3200

(Former name or former address, if changed since last report)

_________________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Title of each class

Trading Symbol

Name of each exchange on which registered

Class A Common Stock, $0.0001 par value per share

SOUN

The Nasdaq Stock Market LLC

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

SOUNW

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  o

Item 2.01    Completion of Acquisition or Disposition of Assets.

On September 9, 2025, SoundHound AI, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Original Form 8-K”) to report on the completion of the acquisition of all of the issued and outstanding shares of the capital stock of Interactions Corporation (“Interactions”), a Delaware corporation, pursuant to the certain Agreement and Plan of Merger (the “Merger Agreement”) dated as of September 3, 2025.

This Current Report on Form 8-K/A amends the Original Form 8-K to include the financial statements and pro forma information required by Item 9.01 of Form 8-K. Except for the filing of such financial statements and pro forma information, this Form 8-K/A does not modify or update other disclosures in, or exhibits to, the Original Form 8-K.

Item 9.01.    Financial Statement and Exhibits.

(a) Financial Statements of Businesses Acquired.

Interactions’ audited consolidated financial statements as of and for the year ended December 31, 2024 and unaudited condensed consolidated financial statements for the six months ended June 30, 2025 are attached as Exhibits 99.1 and 99.2, respectively, to this Form 8-K/A and incorporated herein by reference. Such financial statements of Interactions were prepared in accordance with U.S. generally accepted accounting principles as issued by the Financial Accounting Standards Board.

(b) Unaudited Pro Forma Condensed Combined Financial Information.

The unaudited pro forma condensed combined financial information for the nine months ended September 30, 2025, and for the year ended December 31, 2024, related to the Company’s acquisition of Amelia and Interactions are attached as Exhibit 99.3 to this Form 8-K/A and incorporated herein by reference.

(c) Exhibits.

Exhibit Number						Description
23.1						Consent of Ernst & Young LLP
99.1						Audited consolidated financial statements of Interactions Corporation as of and for the year ended December 31, 2024
99.2						Unaudited condensed consolidated financial statements of Interactions Corporation as of June 30, 2025 and for the six months ended June 30, 2025 and the notes related thereto
99.3						Unaudited pro forma condensed combined financial information of the Company, Amelia and Interactions Corporations for the nine months ended September 30, 2025 and for the year ended December 31, 2024
104						Cover Page Interactive Data File (formatted as inline XBRL)

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report on Form 8-K/A to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: November 14, 2025			SoundHound AI, Inc.
			By:			/s/ Keyvan Mohajer
						Name:			Keyvan Mohajer
						Title:			Chief Executive Officer

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FAQ

What does SoundHound AI (SOUN) disclose in this amended Form 8-K/A?

The company files an amended Form 8-K to add Interactions Corporation’s audited and unaudited financial statements and new unaudited pro forma condensed combined financial information related to its acquisitions of Amelia and Interactions.

Why did SoundHound AI amend its original acquisition Form 8-K?

The amendment is made to include the financial statements of Interactions Corporation and the required unaudited pro forma condensed combined financial information under Item 9.01, which were not included in the original report.

Which Interactions Corporation financial statements are included with the SoundHound AI 8-K/A?

The amendment attaches Interactions’ audited consolidated financial statements as of and for the year ended December 31, 2024 and unaudited condensed consolidated financial statements for the six months ended June 30, 2025, along with related notes.

What pro forma financial information does SoundHound AI provide for the Amelia and Interactions deals?

The company provides unaudited pro forma condensed combined financial information for the nine months ended September 30, 2025 and for the year ended December 31, 2024, reflecting the acquisition of Amelia and Interactions.

Does this 8-K/A change any other disclosures about SoundHound AI’s Interactions acquisition?

No. The amendment states that, apart from filing the required financial statements and pro forma information, it does not modify or update other disclosures or exhibits from the original report.

Which exhibits are attached to the SoundHound AI 8-K/A related to Interactions and Amelia?

The exhibits include a consent of Ernst & Young LLP, Interactions’ audited and unaudited financial statements, and SoundHound AI’s unaudited pro forma condensed combined financial information for the company, Amelia and Interactions.

Who signed SoundHound AI’s amended Form 8-K/A?

The amended report was signed on behalf of SoundHound AI, Inc. by Keyvan Mohajer, the company’s Chief Executive Officer.