Archimedes Tech Spac Partners Co

This is the version that first carries the July 2, 2026 amended and restated merger agreement into the registration statement, restructuring the deal from one merger into a two-step First/Second Merger. Everything a LivePerson holder would use to price the deal - the exchange ratio, the meeting date, the conditions - sits beyond this extract and must be read from the full document rather than inferred.

Filing the agreement under Rule 425 makes it deal communication to LivePerson holders, whose vote is the last substantive condition after all five foreign investment clearances were obtained by July 20, 2026. The appraisal rights article matters to dissenting LivePerson shareholders, and the prohibition on transfer restricts what holders can do with consideration shares after closing — both are terms that the announcement releases do not mention but that determine the practical value received.

The amended and restated version replaces the April 21, 2026 original in full, so its terms — not the earlier ones — govern what LivePerson holders receive and what SoundHound issues. Two features are worth locating in the document itself: the estimated closing statement, which allows the consideration to flex on the target's closing balance sheet, and the treatment of LivePerson warrants and equity awards, which adds to the share count beyond the headline exchange ratio.

The consideration is a floating ratio determined shortly before closing, not a fixed exchange ratio, so a LivePerson holder reading this version cannot compute how many SoundHound shares a share converts into. That is the defining economic feature of this version and it is stated, not inferred. The single-merger structure recorded here is what the later amended and restated agreement replaces.

A CFO resigning six weeks before the proxy, replaced by a sitting director serving in the interim, leaves the finance function without a permanent leader at a company reporting $168.9 million of revenue and a $14.0 million loss. That the interim CFO is also standing for election as a director blurs the separation between management and board oversight. No trust or redemption right survives from the Archimedes SPAC.

All three charter items shift authority away from holders: exculpation limits officers' personal liability for breaches of the duty of care, the Section 242(d) item lets the board make certain charter changes without a separate class vote, and the third removes a stockholder ratification requirement outright. The company asks from strength: 2024 revenue was $84,693 thousand, an initial fixed $100 investment was worth $265 against $25 for the peer group, and compensation actually paid to the CEO reached $54,715,854.

The meeting particulars are not yet set: the date, the time and the virtual meeting address are all left as bracketed blanks in this amendment, so this filing supports no meeting date and no redemption deadline, and none is recorded. The document is also a consent solicitation as well as a proxy statement, meaning approval is being gathered from the target's holders by written consent alongside the SPAC's own vote.

The special meeting still has no date: the cover leaves the day, the time and the virtual meeting address blank, and stockholders will not be able to attend in person at all. Because the document doubles as a consent solicitation, SoundHound's own holders act by written consent rather than at a meeting, so the two halves of the approval run on different mechanics and the SPAC's half is not yet scheduled.

The document is a three-part instrument: a proxy statement for ATSP's stockholders, a prospectus for the shares to be issued, and a consent solicitation, so SoundHound's holders approve by written consent rather than at a meeting and there is only one shareholder meeting in the transaction. That meeting is not yet scheduled — the time and date are left as bracketed placeholders on the cover letter, in a first amendment, so no meeting date is recorded here. It will be held virtually, with no in-person attendance permitted.

Those prices are a Rule 457(f)(2) artefact, not a valuation: SoundHound is private, has no market for its securities and has an accumulated deficit, so the aggregate is one-third of the aggregate par value of the shares to be exchanged. Only the share counts carry information. Footnote (1) builds the 222,000,000 from up to 144,500,000 shares to SoundHound Class A holders, 42,000,000 on conversion of Class B, 2,200,000 for warrants, 29,000,000 for options, 3,100,000 for restricted stock units and 1,200,000 for awards to named executive officers, assuming two charter amendments are adopted.

What changed: 8-K of SoundHound AI, Inc. Item 8.01 (other events): under the July 2, 2026 Amended and Restated Merger Agreement with two merger subsidiaries and LivePerson, Inc., closing was conditioned on foreign investment approvals in Bulgaria, Canada, Italy, Germany and the United Kingdom. Clearance came from the Italian and Canadian authorities on June 25, 2026, the German authority on June 29, 2026 and the United Kingdom authority on July 1, 2026, and the final Bulgarian clearance was received on July 20, 2026. The report states that this satisfies all regulatory approval conditions to closing. Why it matters: The regulatory gate is closed but the deal is not: the report says the Mergers remain subject to other closing conditions including LivePerson stockholder approval, after which they will be consummated. It names no other condition and gives no expected closing date, so the remaining risk is a shareholder vote at the target.

What changed: SoundHound AI, Inc., the Archimedes Tech SPAC Partners successor, filed a 425 reporting under Item 8.01 that the final regulatory condition to its acquisition of LivePerson, Inc. has been satisfied. Under the Amended and Restated Merger Agreement of July 2, 2026, two merger subs merge into LivePerson, leaving it an indirect wholly owned subsidiary. Foreign investment clearances came from Italy and Canada on June 25, 2026, Germany on June 29, 2026, the United Kingdom on July 1, 2026 and Bulgaria on July 20, 2026. Closing still requires LivePerson stockholder approval and other conditions. Why it matters: Regulatory conditions are the usual source of timing risk in a cross-border deal, and this filing removes all five of them — Bulgaria, Canada, Italy, Germany and the United Kingdom are now cleared, so the acquisition no longer waits on any government. What remains is LivePerson stockholder approval plus the ordinary closing conditions, which shifts the risk from regulatory to a shareholder vote and moves the expected timetable forward. For a holder tracking the former ATSP vehicle's acquisition programme, this is the last structural gate before closing.

What changed: SoundHound AI, Inc., the Archimedes Tech SPAC Partners successor, furnished unaudited pro forma condensed combined financial information under Article 11 of Regulation S-X combining its historical results with LivePerson, Inc. for the year ended December 31, 2025 and the three months ended March 31, 2026. They also give effect to the Interactions Corporation acquisition completed September 3, 2025, not reflected for a full fiscal year. Why it matters: Pro formas are where the true scale of a serial acquirer's dilution and leverage becomes visible in one statement: this set folds in both LivePerson and the earlier Interactions deal, so a former ATSP holder can see the combined revenue base and share count rather than judging each transaction separately. It is also the document that reveals whether LivePerson's balance sheet brings debt with it, which the announcements do not address.