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FORM10-K__________________________________ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedDecember31, 2024 OR (Exact name of registrant as specified in its charter)__________________________________ 86-1286799 Delaware (State or other jurisdiction ofincorporation or organization) (408)441-3200 Registrant's telephone number, including area code Name of each exchange on whichregistered Title of each classTrading Symbol(s) Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YesoNox Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YesoNox Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and(2) has been subject to such filing requirements for the past 90 days.YesxNoo Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every InteractiveData File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12months (or for such shorter period that the registrant was required to submit and post such files).YesxNoo Table of Contents Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reportingcompany or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company”and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one): Accelerated filerSmaller reporting companyEmerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.o Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness ofits internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered publicaccounting firm that prepared or issued its audit report.☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrantincluded in the filing reflect the correction of an error to previously issued financial statements.o Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).o Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o Nox The aggregate market value of voting stock held by non-affiliates of the Registrant on June30, 2024, based on the closing price of $3.95for shares of the Registrant’s Class A common stock, was approximately$1,169.2million. As of March6, 2025, there were366,426,264shares of the Company’s Class A common stock, $0.0001 par value per share, issued andoutstanding, and32,535,408shares of the Company’s Class B common stock, $0.0001 par value per share, issued and outstanding. DOCUMENTS INCORPORATED BY REFERENCE The information required by Part III of this Annual Report, to the extent not set forth herein, is incorporated herein by reference from theregistrant's definitive proxy statement relating to the Annual Meeting of Shareholders to be held in 2025, which definitive proxy statementshall be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year to which this Annual Reportrelates. SOUNDHOUND AI, INC.FORM 10-K TABLE OF CONTENTS Page No. Item 1.Business1Item 1A.Risk Factors9Item 1B.Unresolved Staff Comments37Item 1C.Cybersecurity37Item 2.Properties40Item 3.Legal Proceedings40Item 4.Mine Safety Disclosures40Part II Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities41Item 6.[Reserved]41Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations42Item 7A.Quantitative and Qualitative Disclosures about Market Risk62Item 8.Financial Statements and Supplementary Data64Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure128Item 9A.Controls and Procedures128Item 9B.Other Information130Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections130 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSThis Annual Report on Form 10-K of Sou