SoundHound SPAC Presentation Deck slide image

SoundHound SPAC Presentation Deck

Disclaimer and Other Important Information This Presentation (the "Presentation") is for informational purposes only to assist interested parties in evaluating a proposed initial business combination (the "Transaction" or "Business Combination") among Archimedes Tech SPAC Partners Co. ("Archimedes"), and SoundHound Inc. ("SoundHound") pursuant to which SoundHound will become a wholly-owned subsidiary of Archimedes. In connection with the closing of the Business Combination, Archimedes will change its name to "SoundHound Al, Inc." The continuing combined entity is hereinafter referred to as the "Company" or the "Combined Entity". This Presentation relates to the potential financing of a portion of the Business Combination through a private placement (the "Private Placement") of Archimedes' securities. The information contained herein does not purport to be all-inclusive and none of Archimedes, SoundHound, nor any of their respective subsidiaries, stockholders, affiliates, representatives, control persons, partners, members, managers, directors, officers, employees, advisers or agents make any representation or warranty, express or implied, as to the accuracy, completeness or reliability of the information contained in this Presentation. Prospective investors in the proposed Private Placement should consult with their own counsel and tax and financial advisors as to legal and related matters concerning the matters described herein, and, by accepting this Presentation, you confirm that you are not relying solely upon the information contained herein to make any investment decision. The recipient shall not rely upon any statement, representation or warranty made by any other person, firm or corporation in making its investment decision to subscribe for securities of Archimedes in connection with the Business Combination. To the fullest extent permitted by law, in no circumstances will Archimedes or any of its subsidiaries, stockholders, affiliates, representatives, control persons, partners, members, managers, directors, officers, employees, advisers or agents be responsible or liable for any direct, indirect or consequential loss or loss of profit arising from the use of this Presentation, its contents, its omissions, reliance on the information contained within it, or on opinions communicated in relation thereto or otherwise arising in connection therewith. In addition, this Presentation does not purport to be all-inclusive or to contain all of the information that may be required to make a full analysis of Archimedes, the proposed Private Placement or the Business Combination. The general explanations included in this Presentation cannot address, and are not intended to address, your specific investment objectives, financial situations or financial needs. Confidential Information: By accepting this Presentation, the recipient acknowledges and agrees that all of the information herein is confidential, that the recipient shall not distribute, disclose and use such information other than for the foregoing purpose and that the recipient shall not distribute or use such information in any way detrimental to either Archimedes or SoundHound, and that the recipient will return to Archimedes and SoundHound, or will delete or destroy this Presentation upon request by Archimedes or SoundHound or their advisors. themselves and obse all such restrictions. The distribution of this Presentation may also be restri by law and the persons into whos possession this Presentation comes should pient acknowledges that it is (i) aware that the United States securities laws prohibit any person who has material, non-public information concerning a company from purchasing or selling securities of such company while in possession of such information, or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities, and (ii) familiar with the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the "Exchange Act"), and that the recipient will neither use, nor cause or permit any third party to use, this Presentation or any information contained herein in contravention of the Exchange Act, including, without limitation, Rule 10b-5 thereunder. Additional Information: In connection with the proposed Business Combination, Archimedes intends to file with the Securities and Exchange Commission (the "SEC"), a registration statement on Form S-4, containing a preliminary proxy statement/prospectus of Archimedes and after the registration statement is declared effective, Archimedes and SoundHound will mail a definitive proxy statement/prospectus relating to the proposed Business Combination to their respective shareholders. This Presentation does not contain any information that should be considered by Archimedes' or SoundHound's respective shareholders concerning the proposed Business Combination and is not intended to constitute the basis of any voting or investment decision in respect of the Business Combination or the securities of Archimedes. Archimedes' and SoundHound's respective shareholders and other interested persons are advised to read, when available, the preliminary proxy statement/prospectus and the amendments thereto and the definitive proxy statement/prospectus and other documents filed in connection with the proposed Business Combination, as these materials will contain important information about Archimedes, SoundHound and the Business Combination. When available, the definitive proxy statement/prospectus and other relevant materials for the proposed Business Combination will be mailed to shareholders of Archimedes and SoundHound as of a record date to be established for voting on the proposed Business Combination. Shareholders will also be able to obtain copies of the preliminary proxy statement/prospectus, the definitive proxy statement/ prospectus and other documents filed with the SEC, without charge, once available, at the SEC's website at www.sec.gov, or by directing a request to: Archimedes Tech SPAC Partners Co., 2093 Philadelphia Pike #1968, Claymont, DE 19703. No Offer or Solicitation: This Presentation shall not constitute a "solicitation" as defined in Section 14 of the Exchange Act. This Presentation does not constitute (i) a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Business Combination or (ii) an offer to sell, a solicitation of an offer to buy, or a recommendation to purchase any security of Archimedes, SoundHound or any of their respective affiliates nor shall there be any sale of securities, investment or other specific product in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. To the extent that this Presentation is used in connection with the Private Placement of Archimedes' securities (referred in this paragraph as "Securities"), any offering of such Securities in connection with the Private Placement will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), and will be offered as a Private Placement only to purchasers who (i) are "accredited investors" (as defined in Rule 501 under the Securities Act) and/or (ii) Archimedes reasonably believes are qualified institutional buyers (as defined in Rule 144A under the Securities Act). The Placement of the Securities is to be made directly by Archimedes. Accordingly, the Securities must continue to be held unless a subsequent disposition is exempt from the registration requirements of the Securities Act. Investors should consult with their counsel as to the applicable requirements fora purchaser to avail itself of any exemption under the Securities Act. The transfer of the Securities may also be subject to conditions set forth in an agreement under which they are to be issued. Investors should be aware that they will be required to bear the financial risk of their investment for an indefinite period of time. Neither Archimedes nor SoundHound are making an offer of the Securities in any state where the offer is not permitted. NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE SECURITIES OR DETERMINED IF THIS PRESENTATION IS TRUTHFUL OR COMPLETE. Forward Looking Statements: Certain statements included in this Presentation are not historical facts but are forward-looking statements. Forward-looking statements generally are accompanied by words such as "believe," "may," "will," "estimate," "continue," "anticipate," "intend," "expect," "should," "would," "plan," "future," "outlook," and similar expressions that predict or indicate future events or trends or that are not statements of historical matters, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements include, but are not limited to, statements regarding estimates and forecasts of other performance metrics and projections of market opportunity. These statements are based on various assumptions, whether or not identified in this Presentation and on the current expectations of Archimedes' and SoundHound's respective management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of Archimedes and SoundHound. Some important factors that could cause actual results to differ materially from those in any forward-looking statements could include changes in domestic and foreign business, market, financial, political and legal conditions. 2 ©2021 SoundHound Inc.
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