8-K/A: SoundHound AI Amends 8-K, Details Interactions & Amelia Acquisition Financials

Sentiment:

Amendment to Current Report for Acquisition 14 November 2025 8:31 PM

SoundHound AI, Inc. filed an amended 8-K to provide detailed financial statements and pro forma information for its recent acquisitions of Interactions Corporation and Amelia.

Summary

SoundHound AI, Inc. (the Company) filed an amended Form 8-K/A to include the financial statements of Interactions Corporation and pro forma financial information related to the acquisitions of Interactions and Amelia.
The acquisition of Interactions Corporation was completed on September 3, 2025, for approximately $60.0 million in upfront cash, with up to $25.0 million in additional earnout cash contingent on 2026 and 2027 revenue targets.
Approximately $41.5 million of the upfront cash consideration for Interactions was used to settle its outstanding debt.
The acquisition of Amelia was completed on August 6, 2024, involving 5,959,050 shares of SoundHound Class A common stock and $8.4 million in cash for seller transaction expenses, plus up to 16,822,429 additional shares based on 2025 and 2026 revenue targets.
Amelia's assumed senior secured term loan facility was paid down with $70.0 million in cash and 2,943,917 shares on August 7, 2024, with the remaining $39.7 million repaid on December 3, 2024.
Interactions Corporation reported revenues of $82.06 million and net income of $5.16 million for the year ended December 31, 2024.
For the six months ended June 30, 2025, Interactions Corporation reported revenues of $32.36 million and a net loss of $(0.50) million.
Interactions Corporation had an accumulated deficit of $(387.31) million at December 31, 2024, and $(392.51) million at June 30, 2025.
Interactions Corporation undertook a cost efficiency plan in 2024, including a reduction in force impacting 49 employees (19% of the workforce), incurring $0.7 million in severance expense.

Sentiment

Score: 5

Explanation: The filing is a factual amendment providing historical financial data for acquired entities and pro forma adjustments. It does not present SoundHound's own performance against expectations, but rather the financial context of its strategic acquisitions. Interactions' financials show a mixed picture (profit in 2024, loss in H1 2025), leading to a neutral overall sentiment for the filing itself.

Positives

Interactions Corporation generated net income of $5.16 million for the year ended December 31, 2024.
Interactions Corporation's cash and cash equivalents increased from $7.18 million at December 31, 2024, to $10.89 million at June 30, 2025.
Interactions Corporation's management expected cash flows to be sufficient to fund operating plans and capital expenditure requirements for at least twelve months from the date of issuance of the 2024 financial statements.
Interactions Corporation's management expected to be in compliance with all debt covenants for at least twelve months from the date of issuance of the 2024 financial statements.
The revaluation of warrant liability resulted in an unrealized gain of $1.1 million for Interactions Corporation for the six months ended June 30, 2025.

Negatives

Interactions Corporation reported a net loss of $(0.50) million for the six months ended June 30, 2025, a decline from net income in the prior year.
Interactions Corporation had a significant accumulated deficit of $(392.51) million as of June 30, 2025.
Interactions Corporation incurred $0.7 million in restructuring costs in 2024 due to a 19% workforce reduction (49 employees).
Interactions Corporation had a concentration of credit risk, with two customers accounting for 29% of total revenue in 2024, and one customer accounting for 23% of total revenue in the six months ended June 30, 2025.

Risks

Interactions Corporation's significant accumulated deficit of $(392.51) million as of June 30, 2025, indicates historical losses.
Compliance with financial and non-financial debt covenants (minimum liquidity, revenue, and EBITDA levels) is crucial for Interactions Corporation's future liquidity.
Concentration of credit risk exists with a few major customers, where a significant portion of revenue and accounts receivable is derived from a small number of clients.
Potential limitations on net operating loss and credit carryforwards for Interactions Corporation due to Internal Revenue Code provisions related to ownership changes.
Legal actions arising in the ordinary course of business could result in unfavorable outcomes, though no accruals were required as of June 30, 2025.

Future Outlook

The filing indicates SoundHound AI, Inc.'s strategic expansion in the AI and conversational virtual assistance market through the acquisitions of Interactions Corporation and Amelia. Future earnout payments for both acquisitions are contingent on achieving specific revenue targets in fiscal years 2025, 2026, and 2027, suggesting expectations for continued growth and integration benefits from these acquired entities.

Industry Context

SoundHound AI, Inc.'s acquisitions of Interactions Corporation and Amelia reflect a strategic move to consolidate and expand its presence in the rapidly growing market for AI-driven customer interactions and virtual assistant applications. This aligns with broader industry trends emphasizing automation, advanced speech recognition, and AI integration to enhance customer experience and reduce operational costs. The combined entity aims to leverage these technologies to offer more comprehensive and sophisticated self-service solutions, positioning itself to capitalize on the increasing demand for conversational AI in enterprise settings.

Legal Proceedings

Interactions Corporation may be involved in legal actions arising in the ordinary course of business, which are subject to various uncertainties, though no accruals were required as of December 31, 2024, or June 30, 2025.

Related Party Transactions

Interactions Corporation recognized revenue of $9.9 million in 2024 and $1.0 million in the six months ended June 30, 2025, from a related party.
Interactions Corporation purchased goods and services of $0.9 million in 2024 and $0.4 million in the six months ended June 30, 2025, from the same related party.
Interactions Corporation had receivables from the same related party of $11.4 million at December 31, 2024, and $6.4 million at June 30, 2025.
Interactions Corporation had accounts payable to the same related party of $42,000 at December 31, 2024, and $58,000 at June 30, 2025.
The acquisition of speech language technology in 2014 by Interactions Corporation was from a related party.

Stakeholder Impact

Shareholders of SoundHound AI, Inc. will experience strategic growth through the acquisitions, but also potential future dilution from earnout shares for the Amelia acquisition.
Shareholders of Interactions Corporation received cash consideration and potential earnout payments, with most shares, options, and warrants cancelled upon acquisition, except for Series G-1 and G-3 preferred stock.
Employees of Interactions Corporation were impacted by a 19% workforce reduction in 2024, incurring severance costs, but key employees are eligible for a Management Incentive Plan (MIP) bonus contingent on revenue targets.
Creditors of Interactions Corporation saw the Term Loan fully paid off as part of the acquisition consideration.
Customers of Interactions Corporation will continue to receive services under SoundHound AI, Inc., but there is a noted concentration risk with a few major customers.

Next Steps

SoundHound AI, Inc. may issue up to $25.0 million in additional cash consideration to certain stockholders of Interactions Corporation based on revenue targets for calendar years 2026 and 2027.
SoundHound AI, Inc. may issue up to 16,822,429 shares to the sellers of Amelia based on achievement of certain revenue targets in fiscal years 2025 and 2026.
Interactions Corporation expects to pay the severance accrued as of December 31, 2024, in the first quarter of 2025.
The Company is evaluating the impact of recently issued accounting pronouncements (ASU No. 2023-09, 2024-03, 2025-05, 2025-06) on its consolidated financial statements and disclosures.

Key Dates

Date	Description
2005-03-01	Interactions Corporation originally incorporated in Delaware.
2008-01-31	Initial issuance date of Series B Preferred Stock for Interactions Corporation, from which dividends accrue.
2008-09-10	Initial issuance date of Series C Preferred Stock for Interactions Corporation, from which dividends accrue.
2010-04-01	Initial issuance date of Series D Preferred Stock for Interactions Corporation, from which dividends accrue.
2011-07-15	Initial issuance date of Series E Preferred Stock for Interactions Corporation, from which dividends accrue.
2012-08-21	Initial issuance date of Series F Preferred Stock for Interactions Corporation, from which dividends accrue.
2012-12-01	Interactions Corporation entered into the SLT License Agreement with a related party.
2013-05-10	Initial issuance date of Series G Preferred Stock for Interactions Corporation, from which dividends accrue.
2014-12-15	Interactions Corporation acquired speech language technology (SLT) from a related party; corporate reorganization forming a holding company and merging business into Interactions LLC; initial issuance date of Series G-1 Preferred Stock for Interactions Corporation, from which dividends accrue.
2015-03-31	Initial issuance date of Series G-3 Preferred Stock for Interactions Corporation, from which dividends accrue.
2019-07-01	Interactions Corporation established Interactions Virtual Assistant India LLP (IVAI LLP).
2022-06-01	Interactions Corporation entered into a new refinancing agreement for a $40.0 million Term Loan.
2023-06-01	Interactions Corporation terminated the 2013 Equity Incentive Plan and approved the 2023 Equity Incentive Plan.
2024-01-01	Pro forma combined statements of operations assume the Amelia Acquisition and Amelia Debt Paydown occurred as of this date.
2024-08-06	SoundHound AI, Inc. completed its acquisition of Amelia.
2024-08-07	SoundHound AI, Inc. paid $70.0 million in cash and issued 2,943,917 shares to pay down a portion of Amelia's Amended Term Loan Facility.
2024-10-01	Interactions Corporation and its creditor agreed to a modification of the Term Loan, extending interest-only payments through June 2026 and maturity to June 2028.
2024-12-03	The remaining outstanding balance of $39.7 million on Amelia's Amended Term Loan Facility was repaid in full.
2024-12-31	End of fiscal year for Interactions Corporation's audited consolidated financial statements.
2025-06-30	End of six-month period for Interactions Corporation's unaudited condensed consolidated financial statements.
2025-09-03	SoundHound AI, Inc. completed its acquisition of Interactions Corporation pursuant to the merger agreement.
2025-09-09	SoundHound AI, Inc. filed the Original Form 8-K to report on the completion of the acquisition of Interactions Corporation.
2025-11-14	Date of the Current Report on Form 8-K/A filing by SoundHound AI, Inc.; date of the Report of Independent Auditors for Interactions Corporation's 2024 financials; date Interactions Corporation's consolidated financial statements were available to be issued.
2026-01-01	Effective date for ASU No. 2023-09 (Income Taxes) for entities other than public business entities.
2026-06-01	Commencement of three equal installments for redemption of outstanding shares of Interactions Corporation's Preferred Stock.
2026-12-15	Effective date for ASU No. 2024-03 (Income Statement Expense Disaggregation Disclosures) for annual periods for public business entities.
2027-12-15	Effective date for ASU No. 2025-06 (Internal-Use Software Costs) for annual reporting.
2028-06-01	Extended maturity date for Interactions Corporation's Term Loan.

Keywords

SoundHound AI, Interactions Corporation, Amelia acquisition, 8-K/A filing, financial statements, pro forma, AI, virtual assistant, speech recognition, customer care, merger, debt repayment, earnouts, SEC filing

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