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Get filing alertsSoundHound amends LivePerson merger, cuts July cash requirement to $71M and caps TASE payout
Filed July 2, 2026 · Period ending July 2, 2026 · ~1 min read
Key Changes
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Amended merger agreement maintains $42.8M base consideration but adds notes restructuring as closing condition; failure to complete restructuring triggers $5M breakup fee plus expenses.
Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR → -
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Cash requirement reduced from $74M to $71M if merger closes in July 2026; shortfall below minimum reduces aggregate consideration to LivePerson shareholders.
Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR → -
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Total cash payable to Tel-Aviv Stock Exchange shareholders capped at $7.5M regardless of calculated value; TASE holders receive cash while other shareholders receive SoundHound stock.
Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR → -
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LivePerson owes $5M termination fee plus expenses if board changes recommendation, accepts superior offer, or notes restructuring fails (unless SoundHound materially breached notes agreement).
Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR →
Summary
SoundHound amended its April 2026 merger agreement with LivePerson, making targeted adjustments to cash requirements and shareholder treatment while keeping the $42.8 million base consideration intact. The most significant change adds completion of LivePerson's notes restructuring as a mandatory closing condition—the merger cannot proceed unless LivePerson addresses its 0% convertible notes due 2026.
If the notes restructuring fails, LivePerson pays SoundHound a $5 million breakup fee plus expenses (capped at $3.75 million for notes-related terminations). The amendment reduces the minimum cash requirement from $74 million to $71 million if closing occurs in July, giving LivePerson a $3 million cushion for a near-term close.
It also caps total cash payable to Tel-Aviv Stock Exchange shareholders at $7.5 million, limiting SoundHound's cash outlay for this shareholder class. The two-step merger structure remains unchanged: LivePerson becomes a wholly owned SoundHound subsidiary, with most shareholders receiving SoundHound stock and TASE shareholders receiving cash. The notes restructuring condition introduces execution risk—watch for LivePerson's progress on retiring the 2026 convertible notes before any announced closing date.
Section-by-Section Diff
Event · Item 1.01 — Entry into a Material Definitive Agreement
SoundHound amends merger agreement with LivePerson, adjusting cash requirements and TASE shareholder treatment while maintaining $42.8M base consideration.
Added in current filing · verify on EDGAR →
On July 2, 2026, SoundHound AI, Inc., a Delaware corporation (the “Company”), Lightspeed Merger Sub Inc., a Delaware corporation and an indirect wholly owned subsidiary of the Company (“Merger Sub I”), Lightspeed Merger Sub II Inc., a Delaware corporation and an indirect wholly owned subsidiary of the Company (“Merger Sub II” and, together with Merger Sub I, “Merger Subs”) and LivePerson, Inc., a Delaware corporation (“LivePerson”) entered into an Amended and Restated Merger Agreement (the “Amended and Restated Merger Agreement”), which amends and restates in its entirety the Merger Agreement, dated as of April 21, 2026, by and among the Company, Merger Sub I and LivePerson (the “Original Merger Agreement”).
SoundHound amended its April 2026 merger agreement with LivePerson. The amended agreement maintains the two-step merger structure where LivePerson becomes a wholly owned subsidiary of SoundHound, with most shareholders receiving SoundHound stock and TASE shareholders receiving cash.
Added in current filing · verify on EDGAR →
“LivePerson Shortfall Cash” refers to an amount equal to (x) $74,000,000 (or, solely for purposes of the Amended and Restated Merger Agreement, $71,000,000 if the Closing occurs in July), minus (y) the aggregate principal amount of LivePerson’s 0% convertible notes due 2026 (the “2026 Convertible Notes”) repurchased by LivePerson between April 1, 2026 and the Closing Date
The amendment reduces the minimum cash requirement from $74 million to $71 million if the merger closes in July 2026. This $3 million reduction in the cash threshold affects the calculation of consideration payable to LivePerson shareholders, as any shortfall below the minimum reduces the aggregate consideration amount of $42,784,532.64.
Added in current filing · verify on EDGAR →
The aggregate amount of cash consideration payable by the Company to holders of TASE Shares (other than Dissenting Shares) in connection with the Second Merger pursuant to the terms of the Amended and Restated Merger Agreement will be an amount in cash equal to (a) the Closing Merger Consideration, multiplied by (b) the Company Closing VWAP Stock Price, multiplied by (c) a fraction, the numerator of which is the Fully Diluted TASE Common Number, and the denominator of which is the Fully Diluted Common Number (the “Closing TASE Cash Merger Consideration”); provided that, in the event such amount exceeds $7,500,000, “Closing TASE Cash Merger Consideration” will be $7,500,000.
The amendment caps the total cash payable to Tel-Aviv Stock Exchange shareholders at $7.5 million. These shareholders will receive cash instead of SoundHound stock in the second merger step, but the cap limits SoundHound's cash outlay regardless of the calculated value.
Added in current filing · verify on EDGAR →
under the terms of the Amended and Restated Merger Agreement, completion of the Mergers is subject to customary closing conditions, including, among others ... (i) the consummation of the Notes Restructuring Transactions (as in the Amended and Restated Merger Agreement).
The merger cannot close unless LivePerson completes a separate notes restructuring transaction. The filing indicates LivePerson must address its 0% convertible notes due 2026 through repurchases between April 1, 2026 and closing, and failure to complete the notes restructuring is a termination event that could trigger a $5 million breakup fee plus expenses.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jul 4, 2026 · How we verify