Summary by Moomoo AI
SoundHound AI has entered into a Stock Purchase Agreement to acquire Amelia Holdings for $80 million, comprising $10 million in cash and 13,084,112 shares priced at $5.35 per share. The deal includes potential additional consideration of up to 16,822,429 shares based on 2025 and 2026 revenue targets. The transaction was completed on August 7, 2024, with Amelia Holdings merging into Firehorse Merger Sub.In connection with the acquisition, SoundHound assumed Amelia's senior secured term loan facility with Monroe Capital Management Advisors. The company paid $70 million to retire a majority of the facility, leaving a remaining balance of $39.69 million. The loan matures on June 30, 2026, with an interest rate of SOFR plus 9% for cash payments and an additional 1% for payments in kind.The agreement includes customary representations, warranties, and covenants. SoundHound will establish a retention pool for continuing employees and has withheld 2,149,530 shares in escrow for indemnification purposes. The loan facility is secured by a first lien on substantially all of SoundHound's assets, with standard financial covenants and conditions.
