In connection with the foregoing, and as may be appropriate from time to time, each of the Reporting Persons
may consider the feasibility and advisability of various alternative courses of action with respect to the Reporting Persons investment in the Issuer, including, without limitation: (a) the acquisition or disposition of Class A
Common Stock, including through derivative transactions which may include security-based swaps and short sales; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its
subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) changes in the present board of directors or management of the Issuer; (e) a material change in the present
capitalization or dividend policy of the Issuer; (f) other material changes in the Issuers business or corporate structure; (g) changes in the Issuers articles of incorporation or bylaws or other actions that may impede the
acquisition of control of the Issuer by any person; (h) causing any class of the Issuers securities to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a
registered national securities association; (i) causing a class of equity securities of the Issuer to become eligible for termination of registration pursuant to Section 12 of the Exchange Act; or (j) any action similar to those
enumerated above. Except as described in Item 6 and this Item 4, the Reporting Persons do not currently have any plans or proposals that relate to or would result in any of the actions specified in clause (a) through (j) of this paragraph.
The Reporting Persons intend to review their investment in the Issuer from time to time on the basis of various factors, including the Issuers business,
financial condition, results of operations and prospects, general economic and industry conditions, the securities markets in general and those for the Issuers stock in particular, as well as other developments.
ITEM 5. |
INTEREST IN SECURITIES OF THE ISSUER |
(a)-(b) The information set forth in rows 7 through 13 of the cover pages to this Schedule 13D is incorporated by reference. The percent of class was
calculated based on 156,107,110 shares of Class A Common Stock outstanding, as disclosed in the Issuers Current Report on Form 8-K filed with the Securities and Exchange Commission on May 2,
2022.
GCP III directly owns 35,188,205 shares of Class A Common Stock, which represents approximately 22.5% of the outstanding Class A Common
Stock. GCVM III, as the general partner of GCP III, may be deemed to beneficially own the shares of Class A Common Stock held directly by GCP III.
(c) Except as described herein, none of the Reporting Persons has effected any transaction of the Issuers Class A Common Stock in the last 60 days.
(d) Except as described herein, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the
sale of, securities covered by this statement.
(e) Not applicable.
ITEM 6. |
CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
|
Merger Agreement
On
April 26, 2022 (the Closing Date), pursuant to the Merger Agreement, dated as of November 15, 2021 (the Merger Agreement), by and among the Issuer (f/k/a Archimedes Tech SPAC Partners Co.), ATSPC Merger Sub,
Inc., a Delaware corporation and wholly-owned subsidiary of ATSP (Merger Sub), and SoundHound, Inc., a Delaware corporation (Legacy SoundHound), Merger Sub merged with and into Legacy SoundHound (the Merger), with
Legacy SoundHound surviving the Merger as a wholly owned subsidiary of the Issuer.
At the Effective Time of the Merger on April 26, 2022 (the
Effective Time), each share of Class A common stock of Legacy SoundHound and each share of preferred stock of Legacy SoundHound outstanding as of immediately prior to the Effective Time was converted into the right to receive 5.5562
shares of Class A Common Stock of the Issuer. Pursuant to the Merger Agreement, GCP III received 35,188,205 shares of Class A Common Stock.