NEW YORK, July 21, 2026, 16:16 EDT —
SoundHound AI NASDAQ:SOUN rose 3.9% on Tuesday. It closed at $6.56 after regular trading ended. The stock remained 6.3% below a key $7 merger threshold.
That threshold shapes its proposed purchase of LivePerson NASDAQ:LPSN. The acquisition uses $7 as the minimum conversion price. A lower pricing average would not reduce the stock-consideration share count.
A July 13 filing gives a preliminary estimate of 42.63 million merger shares. That equals 10.1% of SoundHound’s first-quarter basic weighted share count.
Most would go to creditors, not common holders. The filing assigns 37.32 million shares, or 87.5%, to secured-note holders. Non-TASE holders receive 5.09 million. Equity awards account for another 0.23 million.
The filing shows how sharply the collar changes issuance:
| Pricing case | Estimated shares issued | Added shares versus Q1 basic count |
|---|---|---|
| $7 floor | 43.43 million | 10.3% |
| July 13 preliminary estimate | 42.63 million | 10.1% |
| $12 cap | 25.33 million | 6.0% |
The floor and cap cases assume no cash for Tel Aviv Stock Exchange holders. Percentages are calculated from disclosed SEC figures.
The floor case issues 18.10 million more shares than the cap case. That is 71% more. SoundHound can reduce issuance by substituting cash for some creditor stock.
The equity-value headline captures only one component. Common-share consideration starts at $42.8 million before cash adjustments. Secured-note holders receive $261.2 million under the transaction formula.
The pricing input is a 10-session volume-weighted average. It ends three trading days before closing. Tuesday’s spot price does not set the deal. A similar measurement period would engage the $7 floor.
The unaudited pro forma data show the scale case. First-quarter revenue would have been $101.2 million. That is 2.3 times SoundHound’s standalone revenue. Operating loss would still total $22.3 million.
“The artificial boundaries between ‘talking’ and ‘typing’ are disappearing,” LivePerson CEO John Sabino said in April. The companies plan to combine voice automation with digital messaging. SoundHound AI
Tuesday’s bounce came on 38.1 million shares. Volume ran 28% above the 65-day average. The rebound followed a 5.6% loss in the week ended July 17.
In the week ahead, investors are likely to track the VWAP gap. New filings could revise cash, debt or award assumptions. The current figures remain preliminary.
The next fixed milestone is LivePerson’s August 20 shareholder vote. Closing also requires regulatory approvals and completion of the notes restructuring.
Risks: The share figures can change with the closing VWAP, cash balances and awards. SoundHound may substitute cash for stock. The deal could also miss approvals or its October 21 outside date, which may extend to December 5.
SoundHound needs a 6.7% gain from Tuesday’s close to reach $7. Until the pricing average clears that floor, preliminary issuance stays near its upper range.
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