SoundHound AI, Inc.

On March 4, 2025, SoundHound disclosed that it would be unable to timely file its 2024 financial report due to “the complexity of accounting for” the Company’s previously disclosed acquisitions of Synq3, Inc. and Amelia Holdings, Inc. Additionally, the Company stated that its previously-disclosed “material weaknesses in its internal control over financial reporting . . . continue to exist as of December 31, 2024.”

On this news, SoundHound’s stock price fell $0.61, or 5.9%, to close at $9.72 per share on March 4, 2025, thereby injuring investors.

Then, on March 11, 2025, SoundHound released its 2024 financial report, revealing that, as of December 31, 2024, “[t]he Company did not design and maintain effective controls related to the identification of and accounting for certain non-routine, unusual or complex transactions, including the accounting for complex financing transactions and acquisitions.” Additionally, the Company disclosed that it had “recorded adjustments to correct certain errors in the preliminary purchase price allocation that existed as of [August 6, 2024 (the “Amelia Acquisition Date”)],” which “decreased the contingent earnout consideration by $5.3 million, decreased the accounts payable by $3.7 million, decreased the accrued liabilities by $1.2 million, increased deferred revenue by $0.3 million and increased the deferred tax liabilities by $0.7 million”

The complaint filed in this class action alleges that throughout the Class Period, Defendants made materially false and/or misleading statements, as well as failed to disclose material adverse facts about the Company’s business, operations, and prospects. Specifically, Defendants failed to disclose to investors that: (1) the material weaknesses in SoundHound’s internal controls over financial reporting impaired the Company’s ability to effectively account for corporate acquisitions; (2) the Company overstated the extent to which it had remediated, and/or its ability to remediate, the material weaknesses in its internal controls over financial reporting; (3) as a result of the foregoing material weaknesses, SoundHound’s reported goodwill following the Amelia Acquisition was inflated and would need to be corrected; (4) SoundHound would likely require extra time and expense to effectively account for the SYNQ3 and Amelia Acquisitions; (5) the foregoing increased the risk that the Company would be unable to timely file certain financial reports with the SEC; and (6) as a result, Defendants’ positive statements about the Company’s business, operations, and prospects were materially misleading and/or lacked a reasonable basis at all relevant times.