SoundHound AI announced the completion of its LivePerson acquisition on 4 September, headlining "a strong and fully debt-free combined balance sheet" and saying it "has retired LivePerson's outstanding debt". The 8-K filed with that release describes how.
Item 8.01, verbatim
"the holder of First Lien Secured Notes accepted, in full and complete satisfaction of all obligations … 25,142,335 shares of Company Common Stock and an aggregate amount of cash equal to $2,499,450"; and "the holders of the Second Lien Secured Notes accepted … 11,752,504 shares … and … $3,348,550." Total: 36,894,839 new Class A shares and $5,847,000 of cash extinguished the first-lien convertible notes due 2029 and the 10.0% second-lien notes.
The share count it lands on
SoundHound's most recent 10-Q cover reports 411,574,436 Class A and 32,535,408 Class B shares as of 6 August — 444,109,844. The noteholder issuance alone is 8.3% of that, before any merger consideration. LivePerson holders receive 0.4673 SoundHound shares each; shares held on the Tel Aviv exchange get $3.31 in cash; LivePerson options and warrants were cancelled for no consideration. The noteholders also received registration rights, so the stock can be resold.
What the received framing gets wrong
"Retired the debt" reads as an application of cash. The 8-K says the holders released and deemed satisfied the notes in exchange for equity. The obligation did not disappear — it moved from the liability side of the balance sheet to the share count, at a cost of under $5.9m in actual cash. The balance sheet is genuinely clean; existing shareholders paid for it in dilution, and every per-share metric from here is measured against a base that just grew by the debt.
Two more numbers worth their qualifiers
The release says the combined company is "strategically positioned to target more than $500M in future revenue from the existing customer base alone" — an aspiration against installed customers, not guidance for any period. And the $985 billion by 2030 figure is a third-party forecast of total enterprise software spend, not of SoundHound's market. The incoming CFO is LivePerson's own John D. Collins, on a $465,000 base with a 65% target bonus and a $150,000 signing bonus.