SoundHound AI Inc-A美股招股说明书(2026-07-09版)

LETTER TO STOCKHOLDERS OF LIVEPERSON, INC. Dear Stockholders of LivePerson, Inc.: On April21,2026,LivePerson,Inc.(“LivePerson”),SoundHound AI,Inc.(“SoundHound”)andLightspeed Merger Sub, Inc., an indirect, wholly owned subsidiary of SoundHound (“Merger Sub I”), enteredinto a Merger Agreement (the “Original Merger Agreement”), which was amended and restated on July 2, 2026,by the Amended and Restated Merger Agreement, by and among LivePerson, SoundHound, Merger Sub I andLightspeed Merger Sub II Inc., an indirect, wholly owned subsidiary of SoundHound (“Merger Sub II”) (as itmay be further amended from time to time, the “Merger Agreement”), under which, upon the terms and subjectto the conditions set forth therein, Merger Sub I will be merged with and into LivePerson (the “First Merger”),with LivePerson surviving the First Merger as an indirect, wholly owned subsidiary of SoundHound and,immediately following the First Merger, Merger Sub II will be merged with and into LivePerson (the “SecondMerger,” and together with the First Merger, the “Mergers”), with LivePerson surviving the Second Merger asan indirect, wholly owned subsidiary of SoundHound. If the First Merger is completed, subject to the terms and conditions of the Merger Agreement, LivePersonstockholders will receive, in exchange for each share of LivePerson Common Stock, par value $0.001 per share(“LivePerson Common Stock”), issued and outstanding immediately prior to the time that the First Mergerbecomes effective (the “First Effective Time”) (other than certain excluded shares, including the TASE Shares(as defined below)) a number of shares of ClassA common stock of SoundHound, par value $0.0001 per share(“SoundHound Common Stock”) to be calculated in accordance with the Merger Agreement and as furtherdescribed in this proxy statement/prospectus (the “Per Share Merger Consideration”). If the Second Merger iscompleted, subject to the terms and conditions of the Merger Agreement, LivePerson stockholders whose sharesof LivePerson Common Stock are held through the Tel-Aviv Stock Exchange Clearing House Ltd. (“TASECH”)(such shares of LivePerson Common Stock, the “TASE Shares”) will receive, in exchange for each TASE Shareissued and outstanding immediately prior to the time that the Second Merger becomes effective (the “SecondEffective Time”) (other than any Dissenting Shares (used herein as defined in the Merger Agreement )) anamount of cash to be calculated in accordance with the Merger Agreement and as further described in this proxystatement/prospectus (the “Per Share Cash Merger Consideration”). The Per Share Merger Consideration will be calculated prior to closing of the First Merger in accordancewith the terms and conditions of the Merger Agreement and will depend on (1)the “Closing MergerConsideration” and (2)the average of the daily volume-weighted average prices of a share of SoundHoundCommon Stock on the Nasdaq on each of the ten consecutivetrading days ending on (and including) the third(3rd)trading day prior to the date of closing of the Mergers, rounded down to the nearest penny, as reported byBloomberg (the “SoundHound Closing VWAP Stock Price”), subject to a minimum price per share ofSoundHound Common Stock of $7.00 per share and a maximum price per share of SoundHound CommonStock of $12.00 per share (the “SoundHound Closing Stock Price”). If the SoundHound Closing VWAP StockPrice is greater than $12.00 per share, the SoundHound Closing Stock Price will be deemed to equal $12.00 pershare, and if such actual average is less than $7.00 per share, the SoundHound Closing Stock Price will bedeemed to equal $7.00 per share. The “Closing Merger Consideration” will be calculated by dividing (a)$42,784,532.64 (as such amountmay be adjusted (i)downward based on the difference, if any, between the applicable minimum cash thresholdin the Merger Agreement and the amount of cash and cash equivalents on LivePerson’s balance sheet shortlybefore the First Effective Time (as estimated after giving effect to payments to be made in connection with thetransactions in accordance with the Merger Agreement), and/or (ii)upward based on the aggregate exerciseprices of certain outstanding options over LivePerson Common Stock, in each case as more fully described inthis proxy statement/prospectus) (the “Aggregate Consideration Amount”) by (b)the SoundHound ClosingStock Price. The Per Share Merger Consideration will be a number of shares of SoundHound Common Stock equal to(a)the Closing Merger Consideration, divided by (b)the Fully Diluted Common Number (as defined in theMerger Agreement), which shall include the total number of shares of LivePerson Common Stock issued andoutstanding Table of Contents immediately prior to the First Effective Time plus the total number of shares of LivePerson Common Stock thatare issuable upon the conversion, exercise or settlement in full of certain options, awards or other rights toacquire LivePerson Common Stock that are out