SoundHound AI Lays Out Pro Forma Financials for LivePerson Merger: $271.8M Deal, 42.6M Shares, and a $7–$12 Collar
SOUN is trading near its 52-week low of $5.83 (5.1% above the low).
Summary
SoundHound AI filed pro forma financials for its acquisition of LivePerson, revealing a combined entity with $455M in 2025 revenue but a $43.7M net loss. The deal is valued at $271.8M, with 42.6M shares to be issued, subject to a collar between $7 and $12 per share—below the current $6.13 stock price, meaning dilution could be higher than estimated.
Key Events · M&A and Partnerships · SOUN
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Pro Forma Financials Revealed
The combined entity would have posted 2025 revenue of $455.4M and a net loss of $43.7M; for Q1 2026, revenue of $101.2M and a net loss of $24.6M. While the merger significantly scales revenue, it does not immediately deliver profitability.
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Deal Consideration and Dilution
Estimated preliminary consideration stands at $271.8M, with 42.6M SoundHound shares to be issued. At the current stock price of $6.13, which is below the $7.00 floor, the actual share count could be higher, increasing dilution beyond the pro forma estimate.
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Collar Mechanism Adds Uncertainty
The SoundHound Closing Stock Price is subject to a collar of $7.00 (floor) to $12.00 (cap). With the stock trading at $6.13, the deal would price at the floor, but sensitivity analysis shows consideration could range from $110M to $350M depending on stock price movements.
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Purchase Price Allocation
Preliminary allocation includes $152M in goodwill and $118M in intangible assets (customer relationships, developed technology, trade name), reflecting a significant premium over LivePerson's net assets.
Analysis · SOUN · Technology
For the first time, investors get a detailed view of the combined company's post-merger financials. The pro forma statements reveal a business with $455M in 2025 revenue that remains deeply unprofitable, posting a $43.7M net loss. A collar mechanism—with a $7 floor and $12 cap—makes the final share count and dilution highly sensitive to SoundHound's stock price at closing. With the stock currently at $6.13, below the $7 floor, the number of shares issued would rise, amplifying dilution. The filing also discloses $152M in goodwill and $118M in intangible assets, signaling a significant premium over LivePerson's net assets. This is a critical update for anyone assessing the merger's impact on SoundHound's capital structure and future earnings power.
How filings like this one have moved
In the 30 days to Sep 20, 2026, 34.7% of the 1039 measured filings Wiseek scored 8 moved their stock by 5% or more by the next session's close. The median move was -0.43%. These are measured outcomes after filings of this importance, not a forecast for this one.
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At the time of this filing, SOUN was trading at $6.13 on NASDAQ in the Technology sector, with a market capitalization of approximately $2.8B. The 52-week trading range was $5.83 to $22.17. This filing was assessed with neutral market sentiment and an importance score of 8 out of 10.