SoundHound Inc. entered into a definitive merger agreement to acquire Archimedes Tech SPAC Partners Co. (NasdaqCM:ATSP.U) from Archimedes Tech SPAC Sponsors LLC and others for $2 billion in a reverse merger transaction on November 15, 2021. The total consideration to be paid by Archimedes to SoundHound is $2 billion in equity of Archimedes, with outstanding SoundHound stock options and warrants included on a net exercise basis. The transaction is expected to deliver up to $244 million of gross proceeds, including the contribution of up to $133 million of cash held in Archimedes' trust account, subject to redemptions by Archimedes subunit holders. Of such amount, $111 million will come from fully-committed common equity PIPE that is priced at $10.00 per share. All cash remaining on Archimedes' balance sheet at the closing of the transaction, after paying off transaction expenses, is expected to remain on SoundHound AI, Inc.'s balance sheet for working capital, growth capex, and other general corporate purposes. It is anticipated that upon completion of the business combination, Archimedes's public stockholders (other than the PIPE Investment investors) would retain an ownership interest of approximately 6.4%, the PIPE Investment investors will own approximately 5.3%, Archimedes Tech SPAC Sponsors and directors of Archimedes will retain an ownership interest of approximately 1.8%, the Representative will retain an ownership interest of approximately 0.2%, and the SoundHound stockholders will own approximately 86.3% of the combined company. The combined company will be called SoundHound AI, Inc. and is expected to be publicly listed on Nasdaq under the symbol SOUN following the closing of the transaction. As part of the transaction, the outstanding equity of SoundHound will be converted into equity of the combined company.

Following completion of the transaction, SoundHound will retain its management team, which includes Keyvan Mohajer (Founder & Chief Executive Officer), Majid Emami (Co-Founder & Vice President of Engineering), James Hom (Co-Founder & Vice President of Products), Michael Zagorsek (Chief Operaing Officer), Nitesh Sharan (Chief Financial Officer), Tim Stonehocker (Chief Technical Officer), Kamyar Mohajer (Vice President Corporate Strategy & Expansion), Amir Arbabi (Vice President Business Development), Angeline Tucker (Vice President People & Culture), Warren Heit (Vice President Legal & General Counsel), and Lisa Flattery (Vice President Marketing). Effective as of the closing, the Combined Company's Board of Directors will have seven directors, of which has the right to designate one director, and the remaining six directors will be designated by SoundHound. All of the officers and directors of Archimedes will resign, other than Eric R. B Archimedes all, who is expected to be Archimedes' nominee to the Board of Directors of the combined company. The transaction is subject to the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended; receipt of certain regulatory approvals; Archimedes having at least $5,000,001 of net tangible assets either immediately prior to or upon consummation of the Merger; approval of the stockholders of Archimedes and SoundHound; the conditional approval for listing by Nasdaq of the shares of Class A Common Stock to be issued in connection with the transaction; resignation of certain SoundHound directors; resignation of all of the officers and directors of Archimedes; the condition, waivable by SoundHound, that, at the Effective Time, Archimedes have an amount in cash remaining in the Trust account, after satisfaction of redemption payments to ATSP public stockholders and taking into account the proceeds that ATSP receives from the PIPE Investment, equal to $110 million and the Form S-4 becoming effective. The Board of Directors of SoundHound have approved the transaction. The Board of Directors of Archimedes have unanimously approved the transaction. Archimedes' and SoundHound's Board of Directors recommends that Archimedes stockholders vote for the approval of the proposal. Certain stockholders of SoundHound entered into support agreements pursuant to which stockholders of SoundHound holding, in the aggregate, approximately 50.98% of SoundHound's outstanding capital stock, agreed to vote all of the shares of SoundHound stock beneficially owned by them in favor of the merger agreement. As of January 11, 2022, the SoundHound stockholders have already approved the business combination. As of April 8, 2022, the registration statement of Archimedes Tech SPAC Partners declared effective. Special meeting of Archimedes shareholders will be held on April 26, 2022 to approve the transaction. As of April 26, 2022, the shareholders of Archimedes has approved the transaction. The transaction is expected to close in the first quarter of 2022.

Guggenheim Securities, LLC is serving as exclusive financial advisor and capital markets advisor to SoundHound. Douglas S. Ellenoff, Stuart Neuhauser, Jeff Rubin, Matthew A. Gray and Kristina Brown of Ellenoff Grossman & Schole, LLP are serving as legal advisors to SoundHound. EarlyBirdCapital, Inc. is serving as financial advisor and Giovanni Caruso, Rima Moawad, Barry Mehlman and Mitchell S. Nussbaum of Loeb & Loeb LLP are serving as legal advisor to Archimedes. Continental Stock Transfer & Trust Company acted as transfer agent to Archimedes. Archimedes has engaged Advantage Proxy, Inc. as proxy solicitation agent for a fee of $10,000.

SoundHound Inc. completed the acquisition of Archimedes Tech SPAC Partners Co. (NasdaqCM:ATSP.U) from Archimedes Tech SPAC Sponsors LLC and others in a reverse merger transaction on April 26, 2022. SoundHound AI, Inc. shall begin trading on Nasdaq under the new ticker symbol “SOUN” on April 28, 2022. Eric Ball, former Chairman of Archimedes, joined SoundHound's Board of Directors. As a result of the transaction, SoundHound received a significant proceeds to fund its accelerating new client-acquisition and expansion plans.