As filed with the Securities and Exchange Commission on May 27, 2026

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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SoundHound AI, Inc.

(Exact Name of Registrant as Specified in Its Charter)

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5400 Betsy Ross Drive
Santa Clara, CA 95054
Telephone: (408) 441-3200

(Address, including zip code and telephone number, including area code, of registrant’s principal executive offices)

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Dr. Keyvan Mohajer

Chief Executive Officer

SoundHound AI, Inc.

5400 Betsy Ross Drive

Santa Clara, CA 95054

Telephone: (408) 441-3200
(Name, address, including zip code and telephone number, including area code, of agent for service)

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Copies to:

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Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement is declared effective.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issue Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this proxy statement/prospectus is not complete and may be changed. These securities may not be issued until the registration statement filed with the Securities and Exchange Commission is effective. This proxy statement/prospectus is not an offer to sell these securities and does not constitute the solicitation of offers to buy these securities in any jurisdiction where the offer or sale is not permitted.

Stock during the relevant period prior to the Effective Time and the amount of cash and cash equivalents estimated to be on LivePerson’s balance sheet shortly before the Effective Time, at the time of the LivePerson special meeting (defined below), you will not know the precise value of the Per Share Merger Consideration you may receive on the date the Merger is completed.

The board of directors of LivePerson (the “LivePerson board of directors”) has unanimously approved the Merger Agreement and recommended that LivePerson stockholders vote in favor of adopting the Merger Agreement.

The Merger cannot be completed without approval of the proposal to adopt the Merger Agreement by the affirmative vote of holders of a majority of the outstanding shares of LivePerson Common Stock entitled to vote thereon.    Because of this, LivePerson is holding a special meeting of its stockholders on [•], 2026 to vote on the proposal necessary to complete the Merger (the “LivePerson special meeting”). At the LivePerson special meeting, LivePerson stockholders will also be asked to approve the non-binding compensation advisory proposal and the adjournment proposal, neither of which is a condition to the consummation of the Merger. Information about the LivePerson special meeting, the Merger, the Merger Agreement, and the other business to be considered by stockholders at the LivePerson special meeting is contained in this proxy statement/prospectus. The LivePerson board of directors has fixed the close of business on [•], 2026 as the record date for the determination of LivePerson stockholders entitled to notice of, and to vote at, the LivePerson special meeting. Any stockholder entitled to attend and vote at the LivePerson special meeting is entitled to appoint a proxy to attend and vote on such stockholder’s behalf. Such proxy need not be a holder of LivePerson Common Stock. We urge you to read this proxy statement/prospectus and the annexes and documents incorporated by reference carefully. You should also carefully consider the risks that are described in the “Risk Factors” section beginning on page 19.

The LivePerson board of directors has unanimously determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are fair to, and are in the best interests of, the LivePerson stockholders, approved and declared advisable the Merger Agreement and the transactions contemplated thereby, including the Merger, and directed that the Merger Agreement be submitted to LivePerson’s stockholders for adoption at a meeting of such stockholders, and unanimously recommends that LivePerson stockholders vote (i) “FOR” the proposal to adopt the Merger Agreement and the transactions contemplated thereby, including the Merger, (ii) “FOR” the proposal on non-binding compensation for named executive officers and (iii) “FOR” the adjournment proposal.

Your vote is very important regardless of the number of shares of LivePerson Common Stock that you own.

In addition to being a proxy statement, this document is also a prospectus for shares of SoundHound Common Stock that will be issued to LivePerson stockholders pursuant to the Merger Agreement.

Whether or not you plan to attend the LivePerson special meeting, please submit your proxy as soon as possible by following the instructions on the accompanying proxy card to make sure that your shares are represented at the meeting. If your shares are held in the name of a broker, bank or other nominee, please follow the instructions on the voting instruction form furnished by the broker, bank or other nominee. You must provide voting instructions by filling out the voting instruction form in order for your shares to be voted. The failure to vote, assuming a quorum is present, will have the same effect as a vote “AGAINST” the proposal to adopt the Merger Agreement and the transactions contemplated thereby, including the Merger.

Thank you for being a stockholder of LivePerson. Your vote and participation, no matter how many shares you own, are very important to us. We look forward to seeing you at the virtual LivePerson special meeting.

Sincerely,

If you have any questions or need any assistance in authorizing a proxy or voting your shares, please contact our proxy solicitor:

MacKenzie Partners, Inc.

7 Penn Plaza

New York, New York 10001

Call Toll-Free: (800) 322-2885

Email: proxy@mackenziepartners.com

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued under the accompanying proxy statement/prospectus or passed upon the adequacy or accuracy of the disclosure in this document. Any representation to the contrary is a criminal offense.

The proxy statement/prospectus is dated [•], 2026 and is first being mailed to stockholders of LivePerson on or about [•], 2026.

LivePerson, Inc.

www.liveperson.com

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Notice of Special Meeting of Stockholders

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[•], 2026

[•] a.m. Eastern Time

NOTICE IS HEREBY GIVEN that a Special Meeting of Stockholders (including any adjournments or postponements thereof, the “LivePerson special meeting”) of LivePerson, Inc., a Delaware corporation (“LivePerson”), is scheduled to be held on [•], 2026 at [•] a.m. Eastern Time. The LivePerson special meeting will be held via a live audio webcast at [•]. The LivePerson special meeting will be held for the following purposes, as more fully described in the proxy statement/prospectus accompanying this Notice:

•        to adopt the Merger Agreement, dated April 21, 2026 (as it may be amended from time to time, the “Merger Agreement”), by and among LivePerson, SoundHound AI, Inc. (“SoundHound”) and Lightspeed Merger Sub Inc., an indirect wholly owned subsidiary of SoundHound (the “Merger Sub”, and such proposal, the “merger proposal”);

•        to approve, by a non-binding advisory vote, certain compensation that may be paid or become payable to LivePerson’s named executive officers that is based on, or otherwise relates to, the merger contemplated by the Merger Agreement (the “non-binding compensation advisory proposal”); and

•        to approve the adjournment of the LivePerson special meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to adopt the merger agreement (the “adjournment proposal”).

LivePerson stockholder approval of the merger proposal is required to complete the merger between Merger Sub and LivePerson, as contemplated by the Merger Agreement. LivePerson stockholders will also be asked to approve the non-binding compensation advisory proposal and the adjournment proposal, neither of which is a condition to the consummation of the Merger. LivePerson does not intend to transact any other business at the LivePerson special meeting or any adjournment or postponement thereof. The record date for the LivePerson special meeting has been set as [•], 2026. Only LivePerson stockholders of record as of the close of business on such record date are entitled to notice of, and to vote at, the LivePerson special meeting or any adjournments and postponements of the LivePerson special meeting. For additional information regarding the LivePerson special meeting, see the section entitled “Special Meeting of LivePerson Stockholders” beginning on page 30 of the proxy statement/prospectus accompanying this notice.

The LivePerson board of directors unanimously recommends that holders of LivePerson Common Stock vote (i) “FOR” the merger proposal, (ii) “FOR” the non-binding compensation advisory proposal and (iii) “FOR” the adjournment proposal.

These proposals are described in more detail in the accompanying proxy statement/prospectus, which you should read carefully and in its entirety before you vote. A copy of the Merger Agreement is attached as Annex A to the accompanying proxy statement/prospectus.

We have adopted a virtual format with a live audio webcast for the LivePerson special meeting to provide a consistent experience for all stockholders. You are entitled to attend the LivePerson special meeting only if you were a stockholder as of the close of business on the record date or hold a valid legal proxy for such a stockholder for the LivePerson special meeting. To participate in the LivePerson special meeting, stockholders will be required to enter the control number found on their proxy card or voting instruction form. Beneficial owners that wish to vote at the meeting must obtain a legal proxy from their bank, broker or other nominee prior to the meeting. You will need to upload an electronic image (such as a pdf file or scan) of the legal proxy in order to vote at the meeting.

PLEASE VOTE AS PROMPTLY AS POSSIBLE, WHETHER OR NOT YOU PLAN TO ATTEND THE LIVEPERSON SPECIAL MEETING VIA THE SPECIAL MEETING WEBSITE. IF YOU LATER DESIRE TO REVOKE OR CHANGE YOUR PROXY FOR ANY REASON, YOU MAY DO SO IN THE MANNER DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS. FOR FURTHER INFORMATION CONCERNING THE PROPOSALS BEING VOTED UPON, USE OF THE PROXY AND OTHER RELATED MATTERS, YOU ARE URGED TO READ THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS.

Your vote is very important. Approval of the merger proposal by the LivePerson stockholders is a condition to the consummation of the Merger and requires the affirmative vote of a majority of the outstanding shares of LivePerson Common Stock entitled to vote on the proposal. Approval of the non-binding compensation advisory proposal requires the affirmative vote of a majority of the shares of LivePerson Common Stock having voting power that is present in person or represented by proxy at the LivePerson special meeting and entitled to vote on the proposal. Approval of the adjournment proposal requires the affirmative vote of a majority of the shares of LivePerson Common Stock having voting power that is present in person or represented by proxy at the LivePerson special meeting and entitled to vote on the proposal. LivePerson stockholders are requested to complete, date, sign and return the enclosed proxy in the envelope provided, which requires no postage if mailed in the United States, or to submit their votes by phone or the Internet. Simply follow the instructions provided on the enclosed proxy card. Abstentions or failure to submit a proxy or vote via the LivePerson special meeting website will have the same effect as a vote “AGAINST” the merger proposal, the non-binding compensation advisory proposal and the adjournment proposal. Broker non-votes will have the same effect as a vote “AGAINST” the merger proposal and will have no effect on the non-binding compensation advisory proposal and the adjournment proposal.

If your broker, bank or other nominee is the holder of record of your shares (i.e., your shares are held in “street name”), you will receive a voting instruction form from the holder of record. We recommend that you instruct your broker, bank or other nominee to submit your proxy to vote your shares on the proxy card.

Regardless of the number of shares of common stock that you own, your vote will be very important. Thank you for your ongoing support, interest and investment in LivePerson.

[•], 2026

Important Notice Regarding the Availability of Proxy Materials for the Special Meeting of Stockholders Scheduled to Be Held on [•], 2026 at [•] a.m. Eastern Time:

This Notice of Special Meeting of Stockholders, the accompanying proxy statement/prospectus and LivePerson’s Annual Report for the fiscal year ended December 31, 2025, are available free of charge at www.proxyvote.com.

If you have any questions concerning the business to be conducted at the LivePerson special meeting, would like additional copies of the proxy statement/prospectus or need help submitting a proxy for your shares, please contact MacKenzie Partners, LivePerson’s proxy solicitor:

MacKenzie Partners, Inc.

7 Penn Plaza

New York, New York 10001

Call Toll-Free: (800) 322-2885

Email: proxy@mackenziepartners.com

ADDITIONAL INFORMATION

This proxy statement/prospectus incorporates by reference important business and financial information about SoundHound AI, Inc. (“SoundHound”) and LivePerson, Inc. (“LivePerson”) from other documents that are not included in or delivered with this proxy statement/prospectus, including documents that SoundHound and LivePerson have filed with the U.S. Securities and Exchange Commission (the “SEC”). For a listing of documents incorporated by reference herein, see the section entitled “Where You Can Find More Information” beginning on page 112.

You may request copies of this proxy statement/prospectus and any of the documents incorporated by reference herein or other information concerning SoundHound or LivePerson, without charge, upon written or oral request to the applicable company’s principal executive offices. The respective addresses and phone numbers of such principal offices are listed below.

To obtain timely delivery of these documents before the special meeting of stockholders of LivePerson (the “LivePerson special meeting”), LivePerson stockholders must request the information no later than        , 2026, which is five business days before the date of the LivePerson special meeting.

You may also obtain any of the documents incorporated by reference into this proxy statement/prospectus free of charge through the SEC’s website at www.sec.gov. In addition, you may obtain copies of many of these documents, free of charge, from SoundHound by accessing SoundHound’s website at http://www.SoundHound.com under the “About” link and then under the heading “Investors” or from LivePerson by accessing LivePerson’s website at http://www.LivePerson.com under the “About” link and then under the heading “Investor Relations.”

In addition, if you have questions about the merger or this proxy statement/prospectus, would like additional copies of this proxy statement/prospectus or need to obtain proxy cards or other information related to the proxy solicitation, contact Mackenzie Partners, Inc., the proxy solicitor for LivePerson, toll-free at (800) 322-2885. You will not be charged for any of these documents that you request.

ABOUT THIS PROXY STATEMENT/PROSPECTUS

This document, which forms part of a registration statement on Form S-4 filed with the SEC by SoundHound (File No. 333-      ), constitutes a prospectus of SoundHound under Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), with respect to the shares of Class A common stock of SoundHound, par value $0.0001 per share (“SoundHound Common Stock”), to be issued to the holders (the “LivePerson stockholders”) of shares of common stock, par value $0.001 per share, of LivePerson (“LivePerson Common Stock”) pursuant to the Merger Agreement, dated April 21, 2026 (as amended from time to time, the “Merger Agreement”), by and among SoundHound, Lightspeed Merger Sub Inc., a Delaware corporation and indirect wholly owned subsidiary of SoundHound (“Merger Sub”), and LivePerson.

This document also constitutes a notice of meeting and proxy statement of LivePerson under Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

This proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction. SoundHound has supplied all information contained or incorporated by reference herein relating to SoundHound, and LivePerson has supplied all information contained or incorporated by reference herein relating to LivePerson. SoundHound and LivePerson have both contributed to the information relating to the Merger and the Merger Agreement contained in this proxy statement/prospectus.

You should rely only on the information contained in or incorporated by reference herein in connection with any vote, the giving or withholding of any proxy or any investment decision in connection with the Merger Agreement. SoundHound and LivePerson have not authorized anyone to provide you with information that is different from that contained in or incorporated by reference herein. This proxy statement/prospectus is dated [•], 2026, and you should not assume that the information contained in this proxy statement/prospectus is accurate as of any date other than such date unless otherwise specifically provided herein. Further, you should not assume that the information incorporated by reference herein is accurate as of any date other than the date of the incorporated document. Neither the mailing of this proxy statement/prospectus to stockholders of LivePerson, nor the issuance by SoundHound of shares of SoundHound Common Stock pursuant to the Merger Agreement, will create any implication to the contrary.

All currency amounts referenced in this proxy statement/prospectus are in U.S. dollars.

TABLE OF CONTENTS

QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE LIVEPERSON SPECIAL MEETING

The following are brief answers to certain questions that you, as a LivePerson stockholder, may have regarding the Merger and the other matters being considered at the special meeting of LivePerson stockholders (the “LivePerson special meeting”). You are urged to carefully read this proxy statement/prospectus and the other documents referred to in this proxy statement/prospectus in their entirety because this section may not provide all the information that is important to you regarding these matters. See the section entitled “Summary” beginning on page 1 for a summary of important information regarding the Merger Agreement, the Merger and the related transactions. Additional important information is contained in the annexes to, and the documents incorporated by reference in, this proxy statement/prospectus. You may obtain the information incorporated by reference in this proxy statement/prospectus, without charge, by following the instructions in the section entitled “Where You Can Find More Information” beginning on page 112.

Why am I receiving this proxy statement/prospectus?

You are receiving these proxy materials because LivePerson has agreed to be acquired by SoundHound through a merger of Merger Sub with and into LivePerson, with LivePerson continuing as the surviving corporation (the “surviving corporation”) in the Merger and becoming an indirect, wholly owned subsidiary of SoundHound. The Merger Agreement, which governs the terms and conditions of the Merger, is attached as Annex A hereto.

The Merger Agreement must be adopted by the LivePerson stockholders in accordance with the General Corporation Law of the State of Delaware (the “DGCL”), the Fourth Amended and Restated Certificate of Incorporation of LivePerson (as amended, the “LivePerson charter”) and the Fourth Amended and Restated Bylaws of LivePerson (the “LivePerson bylaws”, together with the LivePerson charter, the “LivePerson organizational documents”) in order for the Merger to be consummated. LivePerson is holding the LivePerson special meeting to obtain that approval. LivePerson stockholders will also be asked to vote on a non-binding advisory proposal to approve certain compensation that may be paid or become payable to LivePerson’s named executive officers that is based on or otherwise relates to the Merger. Your vote is very important. LivePerson encourages you to submit a proxy to have your shares of LivePerson common stock voted as soon as possible.

What is included in these materials?

These materials include this proxy statement/prospectus for the LivePerson special meeting and the enclosed proxy card. LivePerson is first mailing these materials to stockholders entitled to notice of and to vote at the LivePerson special meeting on or about [•], 2026. LivePerson’s proxy materials are also available on the Internet and may be printed, free of charge, at www.proxyvote.com.

What matters am I being asked to vote on?

The LivePerson stockholders are being asked to consider and vote on:

•        a proposal to adopt the Merger Agreement (the “merger proposal”);

•        a proposal to approve by non-binding advisory vote, certain compensation that may be paid or become payable to LivePerson’s named executive officers that is based on or otherwise relates to the Merger (the “non-binding compensation advisory proposal”); and

•        a proposal to approve the adjournment of the LivePerson special meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to adopt the Merger Agreement (the “adjournment proposal”).

Why should I participate in voting the shares I own?

YOUR VOTE IS VERY IMPORTANT.    The Merger cannot be completed unless the merger proposal is approved by the affirmative vote of a majority of the outstanding shares of LivePerson Common Stock entitled to vote on the merger proposal. You will also be asked to approve the non-binding compensation advisory proposal and the adjournment proposal, both of which are not a condition to the consummation of the Merger. Only LivePerson stockholders as of the close of business on the record date (as herein defined) are entitled to vote at the LivePerson special meeting.

What will LivePerson stockholders receive if the Merger is completed?

The aggregate amount of consideration payable by SoundHound to holders of LivePerson Common Stock in connection with the Merger pursuant to the terms of the Merger Agreement will be a number of shares of SoundHound Common Stock equal to the quotient of (a) the Aggregate Consideration Amount (as defined below), divided by (b) the SoundHound Closing Stock Price (as defined below) (the “Closing Merger Consideration”).

The “Aggregate Consideration Amount” refers to an amount equal to (a) $42,784,532.64, minus (b) the LivePerson Shortfall Cash, plus (c) the aggregate dollar amount of the exercise prices of all In-the-Money Options (as defined below) (other than Assumed Options (as defined in the section entitled “Summary — Treatment of LivePerson Equity Awards” beginning on page 2)). “LivePerson Shortfall Cash” refers to an amount equal to (x) $74,000,000 (or, solely for purposes of the Merger Agreement, $71,000,000 if the closing of the Merger (the “Closing”) occurs in July), minus (y) the aggregate principal amount of LivePerson’s 0% convertible notes due 2026 (the “2026 Convertible Notes”) repurchased by LivePerson between April 1, 2026 and the Closing (the figure resulting from clause (x) minus clause (y), the “LivePerson Minimum Cash”), minus (z) the cash and cash equivalents on LivePerson’s balance sheet as of 12:01 a.m. Pacific Time on the date on which the Closing occurs (the “Closing Date”) (net of certain LivePerson transaction expenses as of the Closing) (the foregoing clause (z), the “LivePerson Cash Balance”); provided that, if a negative number results from such calculation, “LivePerson Shortfall Cash” will be $0. The “SoundHound Closing Stock Price” refers to the price per share of SoundHound Common Stock derived from the average of the daily volume-weighted average prices of a share of SoundHound Common Stock on the Nasdaq on each of the ten (10) consecutive trading days ending on (and including) the trading day that is three (3) trading days prior to the Closing Date, rounded down to the nearest penny, as reported by Bloomberg; provided that, in the event such price per share (I) exceeds $12 per share, “SoundHound Closing Stock Price” will be $12 per share or (II) falls below $7 per share, “SoundHound Closing Stock Price” will be $7 per share.

Subject to the terms and conditions of the Merger Agreement, at the Effective Time (as defined in the section entitled “Summary — Closing and Effective Time of the Merger” beginning on page 13), each share of LivePerson Common Stock issued and outstanding immediately prior to the Effective Time (other than (i) shares held by LivePerson as treasury shares, (ii) shares held by any subsidiary of LivePerson or (iii) shares held by SoundHound or any subsidiary of SoundHound) (such shares, “Cancelled LivePerson Shares”)) will be automatically converted into the right to receive a number of shares of SoundHound Common Stock equal to (a) the Closing Merger Consideration, divided by (b) the total number of shares of LivePerson Common Stock that are issued and outstanding, or that are issuable upon the conversion, exercise or settlement in full of other rights to acquire LivePerson Common Stock, as of immediately prior to the Effective Time (the result of the calculation set forth in the foregoing clauses (a) and (b), the “Per Share Merger Consideration”).

Assuming no adjustments are made to the Aggregate Consideration Amount and approximately 12.8 million shares of LivePerson Common Stock outstanding on a fully diluted basis, the Aggregate Consideration Amount represents approximately $3.33 in value per share of LivePerson Common Stock, which represents a premium of approximately 22% over the volume-weighted average price of LivePerson Common Stock for the thirty days prior to the date of execution of the Merger Agreement. For additional information regarding the Closing Merger Consideration and the Per Share Merger Consideration, as applicable, see the sections entitled “The Merger — Merger Consideration to LivePerson Stockholders” and “The Merger Agreement — Effect of the Merger on Capital Stock; Merger Consideration” beginning on pages 38 and 69, respectively.

When will the amount of Closing Merger Consideration be finalized?

No earlier than 20 business days and no later than 15 business days, prior to the anticipated Closing Date, LivePerson will deliver to SoundHound a statement setting forth a good faith estimated unaudited balance sheet of LivePerson and a good faith estimate of the LivePerson Cash Balance, in each case, as of 12:01 a.m. Pacific Time on the Closing Date, together with supporting calculations. LivePerson and SoundHound will consult in good faith until five business days prior to the Closing Date. The estimated LivePerson Cash Balance as of the fifth business day prior to the Closing Date (accounting for any updates resulting from any prior consultations between LivePerson and SoundHound) will be used to calculate the Aggregate Consideration Amount and, thus, the Closing Merger Consideration.

In addition, the amount of Closing Merger Consideration may be impacted by the determination of the SoundHound Closing Stock Price. As a result, the Closing Merger Consideration will not be finalized prior to the date of this proxy statement/prospectus.

What will holders of LivePerson equity awards receive in the Merger?

LivePerson Options

The Merger Agreement provides that, at the Effective Time, each option to purchase shares of LivePerson Common Stock (a “LivePerson Option”) with a per-share exercise price less than the product of the Per Share Merger Consideration multiplied by the SoundHound Closing Stock Price (such product, the “Per Share Cash Equivalent Consideration”, and each such LivePerson Option, an “In-the-Money Option”) and held by any individual who is not an “employee” of SoundHound within the meaning set forth in Form S-8 under the Securities Act as of immediately after the Effective Time (such employee, a “continuing service provider”) will be entitled to receive the Per Share Merger Consideration applicable to the number of shares covered by such LivePerson Option, net of the applicable exercise price and less applicable tax withholdings. All other In-the-Money Options will be assumed by SoundHound and converted into corresponding awards denominated in shares of SoundHound Common Stock in accordance with the terms set forth in the Merger Agreement.

Each LivePerson Option that is not an In-the-Money Option will be cancelled for no consideration.

LivePerson Restricted Stock Unit Awards

Restricted stock units with respect to shares of LivePerson Common Stock (the “LivePerson RSUs”) held by non-employee directors of LivePerson and each LivePerson RSU that has vested but not yet settled will be entitled to receive the Per Share Merger Consideration in respect of each LivePerson RSU, less applicable tax withholdings. All other LivePerson RSUs will be assumed by SoundHound and converted into corresponding awards denominated in shares of SoundHound Common Stock in accordance with the terms set forth in the Merger Agreement.

LivePerson Warrants

All warrants to purchase shares of LivePerson Common Stock will be cancelled for no consideration.

LivePerson Non-U.S. Equity Awards

The Merger Agreement also provides that in the event the treatment of any LivePerson Options or LivePerson RSUs held by persons outside of the United States would be administratively burdensome to SoundHound, SoundHound may either cash out such equity awards based on the value of the Per Share Merger Consideration or convert them into cash-based awards that continue to vest on the same schedule.

For additional information regarding the treatment of LivePerson equity awards, see the section entitled “The Merger Agreement — Treatment of LivePerson Equity Awards in the Merger” beginning on page 69.

What equity stake will LivePerson stockholders hold in SoundHound immediately following the Merger?

Based on the number of issued and outstanding shares of LivePerson and SoundHound Common Stock as of [•], 2026, and assuming no adjustments are made to the Aggregate Consideration Amount and the SoundHound Closing Stock Price is between $7 and $12 per share, holders of shares of LivePerson Common Stock as of immediately prior to the Effective Time would hold, in the aggregate, between approximately [•]% and [•]% of the issued and outstanding shares of SoundHound Common Stock immediately following the Effective Time (without giving effect to any shares of SoundHound Common Stock held by LivePerson stockholders prior to the Merger).

The exact equity stake of LivePerson stockholders in SoundHound immediately following the Effective Time will depend on (i) the number of shares of LivePerson Common Stock and SoundHound Common Stock issued and outstanding immediately prior to the Effective Time, (ii) any adjustments to the Aggregate Consideration Amount and (iii) the SoundHound Closing Stock Price. For more information, please see the section entitled “The Merger Agreement — Effect of the Merger on Capital Stock; Merger Consideration” beginning on page 69.

What will happen to LivePerson as a result of the Merger?

If the Merger is completed, Merger Sub will merge with and into LivePerson. As a result of the Merger, the separate corporate existence of Merger Sub will cease, and LivePerson will continue as the surviving corporation in the Merger and as an indirect, wholly owned subsidiary of SoundHound. Furthermore, shares of LivePerson Common Stock will no longer be publicly traded and will be delisted from the Nasdaq and the TASE.

I own shares of LivePerson Common Stock. What will happen to those shares as a result of the Merger?

If the Merger is completed, your shares of LivePerson Common Stock will be converted into the right to receive the Per Share Merger Consideration. All such shares of LivePerson Common Stock, when so converted, will cease to be outstanding and will automatically be cancelled. Each holder of a share of LivePerson Common Stock that was outstanding immediately prior to the Effective Time will cease to have any rights with respect to shares of LivePerson Common Stock except the right to receive the Per Share Merger Consideration (including any cash to be paid in lieu of any fractional shares of SoundHound Common Stock) and any dividends or distributions made with respect to shares of SoundHound Common Stock with a record date after the Effective Time, in each case to be issued or paid upon the exchange of any certificates or book-entry shares of LivePerson Common Stock for the Per Share Merger Consideration. For additional information, see the sections entitled “The Merger — Merger Consideration to LivePerson Stockholders” and “The Merger Agreement — Effect of the Merger on Capital Stock; Merger Consideration” beginning on pages 38 and 69, respectively.

Where will the SoundHound Common Stock that LivePerson stockholders receive in the Merger be publicly traded?

Assuming the Merger is completed, the shares of SoundHound Common Stock that LivePerson stockholders receive in the Merger will be listed and traded on the Nasdaq Global Market, or such other Nasdaq market on which shares of SoundHound Common Stock are then listed.

What happens if the Merger is not completed?

If the merger proposal is not approved by LivePerson stockholders or if the Merger is not completed for any other reason, SoundHound will not issue shares of SoundHound Common Stock to LivePerson stockholders, LivePerson stockholders will not receive any other consideration in connection with the Merger, and their shares of LivePerson Common Stock will remain outstanding. LivePerson will remain an independent public company and LivePerson Common Stock will continue to be listed and traded on the Nasdaq Global Select Market. If the Merger Agreement is terminated under specified circumstances, LivePerson may be required to pay SoundHound a termination fee and/or reimburse SoundHound for certain expenses, as applicable. For a more detailed discussion of the termination fee and related provisions, see “The Merger Agreement — Termination” beginning on page 87.

What happens if the non-binding compensation advisory proposal is not approved by LivePerson stockholders?

This vote is advisory and non-binding, and the Merger is not conditioned or dependent upon the approval of the non-binding compensation advisory proposal by LivePerson stockholders. However, LivePerson and SoundHound each value the opinions of LivePerson stockholders and SoundHound expects to consider the outcome of the vote, along with other relevant factors, when considering future executive compensation, assuming the Merger is completed. Because the executive compensation to be paid in connection with the Merger is based on the terms of the Merger Agreement as well as the contractual arrangements between LivePerson and its named executive officers, subject to the contractual conditions applicable thereto, such compensation will be payable, regardless of the outcome of this advisory vote if the Merger proposal is approved. However, LivePerson seeks the support of its stockholders and believes that stockholder support is appropriate because LivePerson has a comprehensive executive compensation program designed to link the compensation of its named executive officers with LivePerson’s performance and the interests of LivePerson’s stockholders.

How does the LivePerson board of directors recommend I vote on these proposals?

The board of directors of LivePerson (the “LivePerson board of directors”) unanimously recommends that the LivePerson stockholders vote “FOR” the approval of the merger proposal (the “LivePerson board of directors recommendation”) and “FOR” the approval of the non-binding compensation advisory proposal and “FOR” the approval of the adjournment proposal.

Why are LivePerson stockholders being asked to vote on executive officer compensation?

The SEC has adopted rules that require LivePerson to seek a non-binding advisory vote on certain compensation that may be paid or become payable to LivePerson’s named executive officers that is based on or otherwise relates to the Merger. For additional information regarding the non-binding compensation advisory proposal, see the section entitled “LivePerson Stockholder Proposals — Non-Binding Compensation Advisory Proposal” beginning on page 36. LivePerson urges its stockholders to read the section entitled “Interests of LivePerson’s Directors and Executive Officers in the Merger” beginning on page 92.

Who is entitled to vote at the LivePerson special meeting?

Only stockholders of record of LivePerson Common Stock as of the close of business on [•], 2026 (the “Record Date”), are entitled to notice of and to vote at the LivePerson special meeting. On the Record Date, there were [•] shares of LivePerson Common Stock outstanding.

How many votes am I entitled to?

Each LivePerson stockholder is entitled to one vote for each share of LivePerson Common Stock held by such stockholder on the Record Date.

What is the difference between holding shares as a stockholder of record and as a beneficial owner?

If your shares are registered directly in your name with LivePerson’s transfer agent, Equiniti Trust Company, LLC, then you are considered the stockholder of record with respect to those shares, and these materials have been sent directly to you by us. As a stockholder of record, you are entitled to vote your shares in person at the LivePerson special meeting or by proxy as described below.

If your shares are held in a stock brokerage account or by a bank or other nominee, then you are considered a “street name” stockholder. These materials will be forwarded to you by your broker, bank or other nominee who is considered, with respect to those shares, the stockholder of record. If your shares are held in “street name,” you will receive voting instructions from your broker, bank or other nominee, as described below.

How can I vote my shares if I am a stockholder of record?

Except as provided below with respect to stockholders who hold shares of LivePerson Common Stock through a member of the Tel Aviv Stock Exchange (the “TASE”) and intend to vote their shares, there are four ways a stockholder of record can vote:

•        By Internet:    You may vote over the Internet at [•] by following the instructions specified on the enclosed proxy card.

•        By Telephone:    You may vote by telephone by following the instructions specified on the enclosed proxy card.

•        By Mail:    You may sign, date and return the enclosed proxy card in the prepaid postage envelope provided.

•        At the LivePerson special meeting:    You may vote your shares electronically at the LivePerson special meeting. Please follow the instructions for attending the LivePerson special meeting and voting during the meeting posted at [•]. All votes must be received before the polls close during the LivePerson special meeting.

Stockholders who hold shares of LivePerson Common Stock through a member of the TASE and intend to vote their shares must deliver to LivePerson’s Israeli counsel, Arnon, Tadmor-Levy, c/o Moshe Pasker, Azrieli Center (Square Tower), Tel Aviv, Israel, 6702101 (e-mail: MosheP@ArnonTL.com) an ownership certificate confirming their ownership of LivePerson Common Stock on the Record Date. Such certificate must be issued by a member of the TASE, as required by the Israeli Companies Regulations (Proof of Ownership of Shares for Voting at General Meeting) 2000, as amended. Each such stockholder is entitled to receive the ownership certificate at the branch of the TASE member or by mail to such stockholder’s address (in consideration of mailing fees only), if the stockholder so requests. Such a request should be made promptly upon receipt of this proxy statement/prospectus and should be made for a particular securities account. LivePerson stockholders who wish to vote are obliged to complete, sign, date and return the enclosed proxy card in accordance with the instructions indicated thereon along with their ownership certificate to the address of LivePerson’s Israeli counsel indicated above no later than 5:00 p.m. (Israel time) on [•], 2026. The form of proxy card for LivePerson stockholders who hold shares of LivePerson Common Stock through a member of the TASE is available on the websites: https://www.magna.isa.gov.il and https://maya.tase.co.il.

YOUR VOTE IS VERY IMPORTANT.    Even if you plan to attend the LivePerson special meeting, LivePerson recommends that you also use the enclosed proxy card to vote (i) by Internet, by following the instructions specified on the enclosed proxy card, (ii) by telephone or (iii) by signing, dating and returning the proxy card in the prepaid postage envelope provided if you are unable to attend the LivePerson special meeting.

How can I vote my shares if I am a street name stockholder?

If your shares are held in “street name” (that is, held for your account by a broker, bank or other nominee), you will receive voting instructions from your broker, bank or other nominee. You must follow these instructions in order for your shares to be voted. Street name stockholders should generally be able to vote by telephone, by Internet or by signing, dating and returning a voting instruction form. Your broker is required to vote those shares in accordance with your instructions. However, the availability of telephone and Internet voting will depend on the voting process of your broker, bank or other nominee. If you are a street name stockholder, you may not vote your shares by ballot at the LivePerson special meeting unless you obtain a legal proxy from your broker, bank or other nominee.

If I submit a proxy card, how will it be voted?

If the enclosed proxy card is properly signed, dated and returned, the shares represented thereby will be voted at the LivePerson special meeting in accordance with the instructions specified thereon. If you are a stockholder of record of shares of LivePerson Common Stock and if you indicate when voting through the Internet that you wish to vote as recommended by the LivePerson board of directors, or if you sign, date and return a proxy card without giving specific voting instructions, then John D. Collins and Monica L. Greenberg, the proxy holders designated by the LivePerson board of directors, who are officers of LivePerson, will vote your shares in the manner recommended by the LivePerson board of directors on all matters presented in this proxy statement/prospectus.

Specifically, to the extent your proxy card does not indicate otherwise, if you return a validly executed proxy card without indicating how your shares should be voted on a matter and you do not revoke your proxy, your proxy will be voted:

•        “FOR” the merger proposal;

•        “FOR” the non-binding compensation advisory proposal; and

•        “FOR” the adjournment proposal.

The LivePerson board of directors is not aware of any matters that are expected to come before the LivePerson special meeting other than those described in this proxy statement/prospectus.

Can I change my vote or revoke my proxy?

Stockholders of Record

If you are a stockholder of record, except as provided below with respect to LivePerson stockholders who hold shares of LivePerson Common Stock through a member of the TASE, you can change your vote or revoke your proxy before it is exercised at the LivePerson special meeting by:

•        entering a new vote by Internet or by telephone on a later date;

•        signing, dating and returning a later-dated proxy card;

•        sending a written notice of revocation to LivePerson, Inc., 530 Seventh Ave, Floor M1, New York, New York 10018, Attention: Corporate Secretary; or

•        attending and voting at the LivePerson special meeting (although attendance at the LivePerson special meeting will not, by itself, revoke a proxy).

TASE Stockholders

If you are a LivePerson stockholder who holds shares through a member of the TASE and wish to revoke or change your proxy card, you must file a notice of revocation or another signed proxy card with the LivePerson’s Israeli counsel no later than 5:00 p.m. (Israel time) on [•], 2026.

Street Name Stockholders

If you are a LivePerson street name stockholder, your broker, bank or other nominee can provide you with instructions on how to change your vote. Street name stockholders may only vote at the LivePerson special meeting if they obtain a legal proxy from the broker, bank or other nominee that holds their shares.

What should I do if I receive more than one proxy card or set of proxy materials from LivePerson?

Your shares may be owned through more than one brokerage or other share ownership account. In order to vote all of the shares that you own, you must vote each proxy card you receive in order to vote with respect to each account by telephone, by internet, or by signing, dating and returning each proxy card you receive in the prepaid-postage envelope provided.

Can I attend the LivePerson special meeting?

LivePerson has adopted a virtual format with a live audio webcast for the LivePerson special meeting to provide a consistent experience for all stockholders. The LivePerson special meeting will be held via a live audio webcast at [•]. You are entitled to attend the LivePerson special meeting only if you were a stockholder of LivePerson as of the close of business on the Record Date or hold a valid legal proxy for such a stockholder for the LivePerson special meeting. To participate in the LivePerson special meeting, stockholders will be required to enter the control number found on their proxy card or voting instruction form. Beneficial owners that wish to vote at the meeting must obtain a legal proxy from their bank, broker or other nominee prior to the meeting. You will need to upload an electronic image (such as a pdf file or scan) of the legal proxy in order to vote at the meeting.

What constitutes a quorum at the LivePerson special meeting?

The presence, virtually or by proxy, of the holders of 33 1/3% of the number of shares of stock issued and outstanding and entitled to vote at the LivePerson special meeting is necessary to constitute a quorum in connection with the transaction of business at the LivePerson special meeting. Without a quorum, no business may be transacted at the LivePerson special meeting. All votes will be tabulated by the independent inspector of election appointed for the LivePerson special meeting, who will separately tabulate “FOR” and “AGAINST” votes, abstentions (as applicable), and broker non-votes (i.e., proxies from brokers, bankers or other nominees indicating that such persons have not received instructions from the beneficial owner or other persons entitled to vote shares as to a matter with respect to which the broker, bank or other nominee does not have discretionary power to vote). Abstentions are counted as “present” for quorum purposes.

What LivePerson stockholder vote is required for the approval of the proposals?

•        The merger proposal.    Approval of the merger proposal requires the affirmative vote of a majority of the outstanding shares of LivePerson Common Stock entitled to vote on the merger proposal. Abstentions and broker non-votes will have the same effect as a vote “AGAINST” the merger proposal. Failure to vote on the merger proposal will have the same effect as a vote “AGAINST” the merger proposal.

•        The non-binding compensation advisory proposal.    Approval of the non-binding compensation advisory proposal requires the affirmative vote of a majority of the shares of LivePerson Common Stock present in person or represented by proxy at the LivePerson special meeting and entitled to vote on the non-binding compensation advisory proposal. Abstentions will have the same effect as a vote “AGAINST” the non-binding compensation advisory proposal, and broker non-votes will have no effect on the outcome of the vote. As an advisory vote, this proposal is not binding upon LivePerson, the LivePerson board of directors, SoundHound or the board of directors of SoundHound (the “SoundHound board of directors”), and approval of the non-binding compensation advisory proposal is not a condition to completion of the Merger.

•        The adjournment proposal.    Approval of the adjournment proposal requires the affirmative vote of a majority of the shares of LivePerson Common Stock present in person or represented by proxy at the LivePerson special meeting and entitled to vote on the adjournment proposal. If LivePerson stockholders approve the adjournment proposal, subject to the terms of the Merger Agreement, LivePerson could adjourn the LivePerson special meeting and use the additional time to solicit additional proxies, including soliciting proxies from LivePerson stockholders who have previously voted. LivePerson does not intend to call a vote on the adjournment proposal if the Merger proposal is approved at the LivePerson special meeting.

Will my shares be voted if I do nothing?

Stockholders of Record

If you are a LivePerson stockholder of record (i.e., you own your shares directly on the books of LivePerson’s transfer agent and not through a broker) and you do not cast your vote, no votes will be cast on your behalf on any of the items of business at the LivePerson special meeting.

TASE Stockholders

If you are a LivePerson stockholder who holds stock through a member of the TASE and intend to vote your shares, you are obliged to sign, date and return a proxy card along with a certificate of ownership to the offices of Israeli counsel to LivePerson, Arnon, Tadmor-Levy, c/o Moshe Pasker, Azrieli Center (Square Tower), Tel Aviv, Israel, 6702101 (e-mail: MosheP@ArnonTL.com), no later than 5:00 p.m. (Israel time) on [•], 2026. If you do not do so, no votes will be cast on your behalf on any of the items of business at the LivePerson special meeting.

Street Name Stockholders

If your shares are held through a broker, bank or other nominee, you are considered the “beneficial holder” of the shares held for you in what is known as “street name.” The “record holder” of such shares is your broker, bank or other nominee, and not you. If this is the case, this proxy statement/prospectus has been forwarded to you by your broker, bank or other nominee. If you hold your shares in “street name,” you must provide your broker, bank or other nominee with instructions on how to vote your shares. Otherwise, your broker, bank or other nominee cannot vote your shares on any of the proposals to be considered at the LivePerson special meeting. A so called “broker non-vote” will result if your broker, bank or other nominee returns a proxy but does not provide instruction as to how shares should be voted on a particular matter.

Under the current Nasdaq Stock Market rules, brokers, banks or other nominees do not have discretionary authority to vote on any of the proposals at the LivePerson special meeting. Because the only proposals for consideration at the LivePerson special meeting are non-discretionary proposals, it is not expected that there will be any broker non-votes at the LivePerson special meeting. However, if there are any broker non-votes, they will have (i) the same effect as a vote “AGAINST” the merger proposal, (ii) no effect on the non-binding compensation advisory proposal and (iii) no effect on the adjournment proposal.

Who will count the votes?

A representative of Broadridge Financial Solutions, Inc. will serve as the independent inspector of election (the “Inspector of Election”) for the LivePerson special meeting and, in such capacity, will count and tabulate the votes, abstentions and broker non-votes.

What happens if the LivePerson special meeting is adjourned?

In the event that a quorum is not present or represented at the LivePerson special meeting, the LivePerson stockholders present at the meeting, in person or represented by proxy, may adjourn the meeting until a quorum is present or represented. The Chair of the LivePerson board of directors may also adjourn the LivePerson special meeting from time to time. Unless a new record date is fixed, your proxy will still be valid at an adjourned LivePerson special meeting and you will still be able to change or revoke your proxy until it is used to vote your shares.

Where can I find the voting results of the LivePerson special meeting?

LivePerson expects to disclose final voting results based on the Inspector of Election’s final, certified report on a Current Report on Form 8-K that will be filed with the SEC within four business days after the LivePerson special meeting. If final results are unavailable at that time, LivePerson intends to file preliminary voting results based on the preliminary tabulation by the Inspector of Election and then file the final voting results in an amendment to the Current Report on Form 8-K within four business days of the day the final results are available.

If I do not favor the Merger as a LivePerson stockholder, what are my rights?

Under Delaware law, LivePerson stockholders are not entitled to appraisal rights in connection with the Merger. For more information, see “The Merger — No Appraisal Rights in the Merger” beginning on page 34.

Are there any risks that I should consider as a LivePerson stockholder in deciding how to vote?

Yes. You should read and carefully consider the risk factors set forth in the section entitled “Risk Factors” beginning on page 19. You also should read and carefully consider the risk factors of SoundHound and LivePerson contained in the documents that are incorporated by reference in this proxy statement/prospectus.

What happens if I sell my shares before the LivePerson special meeting?

The Record Date for LivePerson stockholders entitled to vote at the LivePerson special meeting is earlier than the date of the LivePerson special meeting. If you transfer your shares of LivePerson Common Stock after the Record Date but before the LivePerson special meeting, you will, unless special arrangements are made, retain your right to vote at the LivePerson special meeting but will have transferred the right to receive the Per Share Merger Consideration to the person to whom you transferred your shares of LivePerson Common Stock.

What are the material U.S. federal income tax consequences of the Merger?

The exchange by a Holder (as defined below under the section entitled “Material U.S. Federal Income Tax Consequences of the Merger” beginning on page 97) of shares of LivePerson Common Stock for shares of SoundHound Common Stock (and the receipt of cash in lieu of any fractional shares of SoundHound Common Stock) pursuant to the Merger is intended to be treated as a taxable sale for U.S. federal income tax purposes.

A U.S. Holder (as defined below under the section entitled “Material U.S. Federal Income Tax Consequences of the Merger” beginning on page 97) generally will recognize gain or loss for U.S. federal income tax purposes equal to the difference, if any, between (i) the fair market value as of the Closing Date of the SoundHound Common Stock received (including any cash received in lieu of any fractional shares of SoundHound Common Stock) and (ii) the U.S. Holder’s adjusted tax basis in its shares of LivePerson Common Stock. A U.S. Holder’s gain or loss will be long-term capital gain or loss if such U.S. Holder’s holding period in such shares of LivePerson Common Stock exceeds one year as of the Closing Date. The deductibility of capital losses is subject to limitations.

Any gain realized by a Non-U.S. Holder (as defined below under the section entitled “Material U.S. Federal Income Tax Consequences of the Merger” beginning on page 97) upon exchange of shares of LivePerson Common Stock for shares of SoundHound Common Stock (and the receipt of cash in lieu of any fractional shares of SoundHound Common Stock) pursuant to the Merger generally will not be subject to U.S. federal income tax unless such Non-U.S. Holder has certain connections to the United States.

For a more detailed discussion of the material U.S. federal income tax consequences of the Merger, you should read the section entitled “Material U.S. Federal Income Tax Consequences of the Merger” in this proxy statement/prospectus. Because individual circumstances may differ, you should consult your own tax advisor as to the particular tax consequences of the Merger to you, including tax reporting requirements, and the applicability and effect of any U.S. federal, state, local, and non-U.S. tax laws.

When is the Merger expected to be completed?

SoundHound and LivePerson are working to complete the Merger as quickly as possible. Subject to the satisfaction or, to the extent permitted by applicable law, waiver of the conditions described in the section entitled “The Merger Agreement — Conditions to the Completion of the Merger” beginning on page 86, including the approval of the merger proposal by LivePerson stockholders at the LivePerson special meeting, the transaction is expected to be completed in the third quarter of 2026. However, neither SoundHound nor LivePerson can predict the actual date on which the Merger will be completed, nor can the parties assure that the Merger will be completed, because completion is subject to conditions beyond either company’s control.

If I am a LivePerson stockholder, how will I receive the Per Share Merger Consideration to which I am entitled?

If you are a holder of certificates that represent eligible shares of LivePerson Common Stock (the “LivePerson Common Stock certificates”), a notice advising you of the effectiveness of the Merger and a letter of transmittal and instructions for the surrender of your LivePerson Common Stock certificates will be mailed to you as soon as practicable after the Effective Time. After receiving proper documentation from you, the exchange agent will send to you (i) a statement reflecting the aggregate whole number of shares of SoundHound Common Stock (which will be in uncertificated book-entry form) that you have a right to receive pursuant to the Merger Agreement and (ii) a check in the amount equal to the cash payable in lieu of any fractional shares of SoundHound Common Stock and dividends and other distributions on the shares of SoundHound Common Stock to which you may be entitled pursuant to the Merger Agreement.

If you are a holder of book-entry shares representing eligible shares of LivePerson Common Stock (the “LivePerson book-entry shares”) which are held through the Depository Trust Company (“DTC”), the exchange agent will transmit to DTC or its nominees at or as soon as reasonably practicable after the Effective Time, the Per Share Merger Consideration, cash in lieu of any fractional shares of SoundHound Common Stock and any dividends and other distributions on the shares of SoundHound Common to which you may be entitled pursuant to the Merger Agreement.

If you are a holder of record of LivePerson book-entry shares which are not held through DTC, the exchange agent will deliver to you, as soon as practicable after the Effective Time, (i) a notice advising you of the effectiveness of the Merger, (ii) a statement reflecting the aggregate whole number of shares of SoundHound Common Stock (which will be in uncertificated book-entry form) that you have a right to receive pursuant to the Merger Agreement and (iii) a check in the amount equal to the cash payable in lieu of any fractional shares of SoundHound Common Stock and dividends and other distributions on the shares of SoundHound Common Stock to which you may be entitled pursuant to the Merger Agreement.

No interest will be paid or accrued on any amount payable for shares of LivePerson Common Stock eligible to receive the Per Share Merger Consideration pursuant to the Merger Agreement.

For additional information on the exchange of LivePerson Common Stock for the Per Share Merger Consideration, see the section entitled “The Merger Agreement — Exchange of LivePerson Common Stock for the Merger Consideration” beginning on page 70.

If I am a holder of LivePerson Common Stock certificates, do I need to send in my stock certificates at this time to receive the Per Share Merger Consideration?

No. Please DO NOT send your LivePerson Common Stock certificates with your proxy card. You should carefully review and follow the instructions set forth in the letter of transmittal, which will be mailed to you, regarding the surrender of your stock certificates.

If I am a LivePerson stockholder, will the shares of SoundHound Common Stock issued in the Merger receive a dividend?

After the completion of the Merger, the shares of SoundHound Common Stock issued in connection with the Merger will carry with them the right to receive any dividends on shares of SoundHound Common Stock as the shares of SoundHound Common Stock held by all other holders of such shares, for any dividend the Record Date for which occurs after the Merger is completed.

SoundHound does not currently pay regular dividends on its common stock. Any future SoundHound dividends will remain subject to approval by the SoundHound board of directors and other considerations.

Who will solicit and pay the cost of soliciting proxies?

LivePerson has retained MacKenzie Partners, Inc. (“MacKenzie Partners”) to assist in the solicitation process. LivePerson estimates it will pay MacKenzie Partners a base fee of approximately $40,000, in addition to the reimbursement of certain costs and expenses, for these services. LivePerson also has agreed to indemnify MacKenzie Partners against certain liabilities relating to, or arising out of, its retention.

What is “householding”?

The SEC has adopted rules that permit companies to implement a delivery procedure called “householding.” Under this procedure, multiple stockholders who reside at the same address may receive a single copy of this proxy statement/prospectus, unless the affected stockholder has provided contrary instructions. This procedure reduces printing costs and postage fees and saves natural resources.

If you received a household mailing and you would like to have additional copies mailed to you, please submit your request in writing to LivePerson, Inc., c/o Broadridge, Householding Department, 51 Mercedes Way, Edgewood, New York 11717, or by calling Broadridge at 1-866-540-7095. Similarly, you may also contact Broadridge if you received multiple copies of the LivePerson special meeting materials and would prefer to receive a single copy in the future, or if you would like to opt out of householding for future mailings. Stockholders who hold their shares in street name should contact their broker, bank or other nominee regarding combined mailings.

What should I do now?

You should read this proxy statement/prospectus carefully and in its entirety, including the annexes, and return your completed, signed and dated proxy card by mail in the enclosed postage-paid envelope or submit your voting instructions by phone or the Internet as soon as possible so that your shares of LivePerson Common Stock will be voted in accordance with your instructions.

RISK FACTORS

In addition to the other information contained in or incorporated by reference into this proxy statement/prospectus, including the matters addressed in the section entitled “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 15, LivePerson stockholders should carefully consider the following risks before deciding how to vote with respect to the merger proposal, the non-binding compensation advisory proposal and the adjournment proposal to be considered and voted on at the LivePerson special meeting. In addition, LivePerson stockholders should also read and consider the risks associated with each of the businesses of SoundHound and LivePerson because these risks will also affect the combined company. These risks can be found in SoundHound’s and LivePerson’s Annual Reports on Form 10-K for the year ended December 31, 2025, their subsequent reports on Form 10-Q and other documents they file with the SEC, in each case incorporated by reference into this proxy statement/prospectus. LivePerson stockholders should also read and consider the other information in this proxy statement/prospectus and the other documents incorporated by reference into this proxy statement/prospectus. For additional information, see the section entitled “Where You Can Find More Information” beginning on page 112.

Risk Factors Relating to the Merger

Because the value ascribed to the SoundHound Common Stock and the Aggregate Consideration Amount will be subject to adjustment and because the market price of SoundHound Common Stock will fluctuate, LivePerson stockholders cannot be certain of the precise value of the Per Share Merger Consideration they will receive in the Merger.

If the Merger is completed, at the Effective Time, each issued and outstanding eligible share of LivePerson Common Stock will be converted into the right to receive the Per Share Merger Consideration. The Per Share Merger Consideration is calculated by dividing the Closing Merger Consideration by the total number of shares of LivePerson Common Stock that are issued and outstanding, or that are issuable upon the conversion, exercise or settlement in full of other rights to acquire LivePerson Common Stock, immediately prior to the Effective Time (other than Cancelled LivePerson Shares). The Closing Merger Consideration, being the aggregate amount of consideration payable by SoundHound to holders of LivePerson Common Stock in connection with the Merger, will be a number of shares of SoundHound Common Stock equal to the quotient of (a) the Aggregate Consideration Amount, divided by (b) the SoundHound Closing Stock Price. The Aggregate Consideration Amount refers to an amount equal to (I) $42,784,532.64, minus (II) the LivePerson Shortfall Cash, plus (III) the aggregate dollar amount of the exercise prices of all In-the-Money Options (other than Assumed Options). LivePerson Shortfall Cash refers to an amount equal to (x) $74,000,000 (or, solely for purposes of the Merger Agreement, $71,000,000 if the closing occurs in July), minus (y) the aggregate principal amount of the 2026 Convertible Notes repurchased by LivePerson between April 1, 2026 and the closing date, minus (z) the cash and cash equivalents on LivePerson’s balance sheet as of 12:01 a.m. Pacific Time on the closing date (net of certain LivePerson transaction expenses) (as estimated in accordance with the Merger Agreement); provided that, if a negative number results from such calculation, LivePerson Shortfall Cash will be $0. The SoundHound Closing Stock Price is subject to a collar and will be the volume-weighted average sales price per share of SoundHound Common Stock on the Nasdaq for each of the ten (10) consecutive trading days ending on (and including) the trading day that is three (3) trading days prior to the Closing Date; provided that it will be no greater than $12 and no less than $7.

If the Merger is completed, there will be a time lapse between each of the date of this proxy statement/prospectus, the date on which LivePerson stockholders vote to approve the merger proposal and the date on which LivePerson stockholders entitled to receive the Per Share Merger Consideration actually receive the Per Share Merger Consideration. The market value of shares of SoundHound Common Stock will fluctuate, possibly materially, during and after these periods as a result of a variety of factors, including general market and economic conditions, changes in SoundHound’s businesses, operations and prospects, and regulatory considerations. Such factors are difficult to predict and, in many cases, may be beyond the control of SoundHound and LivePerson. Furthermore, LivePerson’s cash balance will fluctuate over the interim period. The actual value of any Per Share Merger Consideration received by LivePerson stockholders at the completion of the Merger will depend in part on the market value of the shares of SoundHound Common Stock and the cash and cash equivalents on LivePerson’s balance sheet at that time. Additionally, if the market value of the SoundHound shares exceeds $12 or is less than $7 at the relevant measurement time before Closing, the SoundHound Closing Stock Price used to determine the number of shares of SoundHound Common Stock the LivePerson stockholders will be entitled to receive in the Merger will be adjusted. Consequently, at the time LivePerson stockholders decide whether to approve the merger proposal, they will not know the actual market value of

the Per Share Merger Consideration they will receive when the Merger is completed. For additional information about the merger consideration, see the sections entitled “The Merger — Merger Consideration to LivePerson Stockholders” and “The Merger Agreement — Effect of the Merger on Capital Stock; Merger Consideration” beginning on pages 38 and 69, respectively.

The Merger may not be completed, and the Merger Agreement may be terminated in accordance with its terms. Failure to complete the Merger could negatively impact the price of shares of SoundHound Common Stock and the price of shares of LivePerson Common Stock, as well as SoundHound’s and LivePerson’s respective future businesses and financial results.

The Merger is subject to a number of conditions that must be satisfied, including the approval by LivePerson stockholders of the merger proposal, or, to the extent permitted by applicable law, waived, in each case prior to the completion of the Merger. These conditions are described in the section entitled “The Merger Agreement — Conditions to the Completion of the Merger” beginning on page 86. These conditions to the completion of the Merger, some of which are beyond the control of SoundHound and LivePerson, may not be satisfied or waived in a timely manner or at all, and, accordingly, the Merger may be delayed or may not be completed.

In addition, if the Merger is not completed by October 21, 2026, or, in certain instances, on or before December 5, 2026, either SoundHound or LivePerson may choose not to proceed with the Merger by terminating the Merger Agreement, and the parties can mutually decide to terminate the Merger Agreement at any time, before or after LivePerson stockholder approval. Further, either SoundHound or LivePerson may elect to terminate the Merger Agreement in certain other circumstances as further detailed in the section entitled “The Merger Agreement — Termination” beginning on page 87.

If the transactions contemplated by the Merger Agreement are not completed for any reason, SoundHound’s and LivePerson’s respective ongoing businesses, financial condition and financial results may be adversely affected. Without realizing any of the benefits of having completed the transactions, SoundHound and LivePerson will be subject to a number of risks, including the following:

•        SoundHound and LivePerson may be required to pay their respective costs relating to the transactions, which are substantial, such as legal, accounting, financial advisory and printing fees, whether or not the transactions are completed;

•        LivePerson may owe a termination fee of $5 million, plus SoundHound transaction expenses, as further described below;

•        time and resources committed by SoundHound’s and LivePerson’s management to matters relating to the transactions could otherwise have been devoted to pursuing other beneficial opportunities;

•        SoundHound and LivePerson may experience negative reactions from financial markets, including negative impacts on the prices of their common stock, including to the extent that the current market price reflects a market assumption that the transactions will be completed;

•        SoundHound and LivePerson may experience negative reactions from employees, customers or vendors; and

•        since the Merger Agreement restricts the conduct of LivePerson’s and SoundHound’s businesses prior to completion of the Merger, LivePerson or SoundHound may not have been able to take certain actions during the pendency of the Merger that would have benefited it as an independent company and the opportunity to take such actions may no longer be available. For a description of the restrictive covenants to which SoundHound and LivePerson are subject, see the section entitled “The Merger Agreement — Interim Operations of LivePerson and SoundHound Pending the Merger” beginning on page 75.

If the Merger Agreement is terminated and the LivePerson board of directors seeks another merger or business combination, LivePerson may not be able to find a party willing to offer equivalent or more attractive consideration than the consideration SoundHound has agreed to provide in the Merger, or that such other merger or business combination is completed. If the Merger Agreement is terminated under specified circumstances, LivePerson may be required to pay SoundHound a termination fee of $5 million, plus an additional amount equal to SoundHound’s documented expenses incurred prior to and including the date of the termination of the Merger Agreement. For a description of these circumstances, see the section entitled “The Merger Agreement — Termination” beginning on page 87.

LivePerson stockholders will have a reduced ownership and voting interest in the combined company after the Merger compared to their current ownership in LivePerson and will exercise less influence over the combined company’s management.

Currently, LivePerson stockholders have the right to vote in the election of the LivePerson board of directors and the power to approve or reject any matters requiring stockholder approval under Delaware law and the LivePerson organizational documents. Upon completion of the Merger, each LivePerson stockholder who receives shares of SoundHound Common Stock in the Merger will become a stockholder of SoundHound with a percentage ownership of SoundHound that is smaller than such LivePerson stockholder’s current percentage ownership of LivePerson. Based on the number of issued and outstanding shares of SoundHound Common Stock and LivePerson Common Stock and LivePerson Options as of [•], 2026, and assuming there is no cash adjustment to the Aggregate Consideration Amount and the Closing Merger Consideration is approximately [•] – [•] shares of SoundHound Common Stock, after the Merger LivePerson stockholders are expected to become owners of approximately [•]% to [•]% of the outstanding shares of SoundHound Common Stock. Even if all former LivePerson stockholders voted together on all matters presented to SoundHound stockholders from time to time, the former LivePerson stockholders would exercise significantly less influence over the management and policies of SoundHound post-Merger than they now have on the management and policies of LivePerson.

Required regulatory approvals may not be received, may take longer than expected to be received or may impose conditions that are not presently anticipated or cannot be met.

Completion of the Merger is conditioned upon clearance or approval by foreign investment authorities in Bulgaria, Canada, Italy, Germany and the United Kingdom. In deciding whether to grant foreign investment approval, consent or clearance, foreign investment authorities generally will consider the effect of the transactions on national security or national interest within their jurisdictions, in particular with respect to sensitive sectors, critical infrastructure, critical technology, and access to personal identifiable information or sensitive personal data. Many jurisdictions have recently adopted, expanded, and/or are continuing to expand their foreign investment review regimes, and foreign investment authorities can have significant discretion in the interpretation and enforcement of such regimes. If new or existing regimes are enacted or updated prior to closing, or a foreign investment authority determines that the parties have failed to make a mandatory notification, the parties may be required to make additional foreign investment filings and/or be subject to fines, penalties, divestiture, or other regulatory actions. Although the parties expect that all required regulatory clearances and approvals will be obtained, there is no assurance that SoundHound and LivePerson will obtain all required clearances or approvals on a timely basis, if at all. In addition, the governmental authorities from which the regulatory approvals are required may impose conditions on the completion of the Merger or require changes to the terms of the Merger Agreement or other agreements to be entered into in connection with the Merger Agreement. Other state or foreign antitrust, competition and foreign investment authorities may take action under the laws of their jurisdictions, even where SoundHound and LivePerson do not believe they meet the thresholds for filing, which could require additional filings or review processes, and which could include seeking to enjoin the completion of the transaction.

Under the terms of the Merger Agreement, SoundHound and LivePerson have each agreed to take any and all action necessary to obtain these governmental approvals; however, SoundHound is not obligated to and, without the prior written consent of SoundHound, LivePerson, its subsidiaries and their respective affiliates will not, take any actions or agree to take any actions that limit SoundHound’s, the combined company’s or any of their respective affiliate’s freedom of action with respect to its ability to retain assets, properties, licenses, rights, product lines, operations or businesses of SoundHound, LivePerson or any of their respective affiliates. For a more complete summary of the parties’ obligations with respect to regulatory approvals related to the Merger, see the section entitled “The Merger Agreement — Regulatory Approvals” beginning on page 83. Failure to obtain the necessary clearance in the specified jurisdictions or any other jurisdiction could substantially delay or prevent the completion of the Merger, which could negatively impact both SoundHound and LivePerson.

Completion of the Merger is also conditioned upon the authorization for listing of SoundHound Common Stock to be issued in connection with the Merger on the Nasdaq Global Market, or such other Nasdaq market on which shares of SoundHound Common Stock are then listed. Although SoundHound has agreed to use its reasonable best efforts to take all action reasonably necessary to obtain the requisite stock exchange approval, there can be no assurance that such approval will be obtained and that the other conditions to completing the Merger will be satisfied.

Such conditions or changes and the process of obtaining regulatory approvals could have the effect of delaying or impeding consummation of the Merger or of imposing additional costs or limitations on SoundHound or LivePerson following completion of the Merger, any of which might have an adverse effect on SoundHound or LivePerson following completion of the Merger and may diminish the anticipated benefits of the Merger. For additional information about the regulatory approvals process, see the section entitled “The Merger — Regulatory Approvals” beginning on page 83 and the section entitled “The Merger Agreement — Regulatory Approvals” beginning on page 83.

LivePerson stockholders will not receive cash consideration (other than cash in lieu of fractional shares of SoundHound Common Stock) with which to pay any tax liability resulting from the Merger.

The receipt of SoundHound Common Stock and any cash in lieu of fractional shares of SoundHound Common Stock by LivePerson stockholders in exchange for LivePerson Common Stock in the Merger is intended to be treated as a taxable transaction for U.S. federal income tax purposes. The amount of gain or loss, if any, recognized by each LivePerson stockholder in the Merger will vary depending on each LivePerson stockholder’s particular situation, including the fair market value of the SoundHound Common Stock and the amount of any cash in lieu of fractional shares of SoundHound Common Stock received by such LivePerson stockholder in the Merger, and the adjusted tax basis of the LivePerson Common Stock exchanged by such LivePerson stockholder in the Merger. LivePerson stockholders will not receive any cash consideration (other than any cash received in lieu of fractional shares of SoundHound Common Stock) with which to pay any tax liability resulting from the Merger. Please refer to the section of this proxy statement/prospectus entitled “Material U.S. Federal Income Tax Consequences of the Merger” beginning on page 97 for a description of the material U.S. federal income tax consequences of the Merger.

SoundHound and LivePerson will be subject to business uncertainties while the Merger is pending, which could adversely affect their respective businesses.

Uncertainty about the effect of the Merger on employees, industry contacts and business partners may have an adverse effect on SoundHound or LivePerson. These uncertainties may impair SoundHound’s or LivePerson’s ability to attract, retain and motivate key personnel until the Merger is completed and for a period of time thereafter and could cause industry contacts, business partners and others that deal with SoundHound or LivePerson to seek to change their existing business relationships with SoundHound or LivePerson, respectively. Employee retention at LivePerson may be particularly challenging during the pendency of the Merger, as employees may experience uncertainty about their roles with SoundHound following the Merger. In addition, the Merger Agreement restricts LivePerson from entering into certain corporate transactions and taking other specified actions without the consent of SoundHound. These restrictions may prevent LivePerson from pursuing attractive business opportunities that may arise prior to the completion of the Merger. For a description of the restrictive covenants to which LivePerson is subject, see the section entitled “The Merger Agreement — Interim Operations of LivePerson Pending the Merger” beginning on page 75.

The Merger Agreement limits LivePerson’s ability to pursue alternatives to the Merger, which may discourage certain other companies from making favorable alternative transaction proposals and, in specified circumstances, could require LivePerson to pay SoundHound a termination fee.

The Merger Agreement contains provisions that may discourage a third party from submitting a competing proposal to LivePerson that might result in greater value to LivePerson stockholders than the Merger or, in the event that a third party competing proposal is made, a third party may propose to pay a lower per share price to acquire LivePerson than it might otherwise have proposed to pay. These provisions include a general prohibition on LivePerson soliciting or, subject to certain exceptions relating to the exercise of fiduciary duties by the LivePerson board of directors, entering into discussions with any third party regarding any Acquisition Proposal. Furthermore, there are only limited exceptions to the requirement under the Merger Agreement that the LivePerson board of directors not withdraw or modify the LivePerson board of directors recommendation. Although the LivePerson board of directors is permitted to effect a recommendation change, after complying with certain procedures set forth in the Merger Agreement, in response to certain Superior Proposals or certain Intervening Events (if the LivePerson board of directors determines in good faith, after having taken into account the advice of outside legal counsel, that a failure to do so would be inconsistent with its fiduciary duties under applicable law), such recommendation change would entitle SoundHound to terminate the Merger Agreement and receive a cash termination fee in the amount of

$5 million, plus an additional amount equal to SoundHound’s documented transaction expenses incurred prior to and including the date of the termination of the Merger Agreement. For additional information, see the sections entitled “The Merger Agreement — No Solicitation; Change of Recommendation” beginning on page 78 and “The Merger Agreement — Termination” beginning on page 87.

Uncertainties associated with the Merger may cause a loss of management personnel and other key employees, which could adversely affect the future business and operations of the combined company.

SoundHound and LivePerson are dependent on the experience and industry knowledge of their officers and other key employees to execute their business plans. Each company’s success until the Merger and the combined company’s success after the Merger will depend in part upon the ability of SoundHound and LivePerson to retain key management personnel and other key employees. Current and prospective employees of SoundHound and LivePerson may experience uncertainty about their roles within the combined company following the Merger, which may have an adverse effect on the ability of each of SoundHound and LivePerson to attract or retain key management and other key personnel. Accordingly, no assurance can be given that the combined company will achieve the same success attracting or retaining key management personnel and other key employees as each of SoundHound and LivePerson have independently achieved prior to the Merger.

Directors and executive officers of LivePerson may have interests in the Merger that are different from, or in addition to, the interests of LivePerson stockholders.

Directors and executive officers of LivePerson may have interests in the Merger that are different from, or in addition to, the interests of LivePerson stockholders generally. These interests include, among others, the treatment of outstanding equity and equity-based awards pursuant to the Merger Agreement, potential severance and other benefits upon a qualifying termination in connection with the Merger, and rights to ongoing indemnification and insurance coverage. These interests are described in more detail in the section entitled “Interests of LivePerson’s Directors and Executive Officers in the Merger.” The LivePerson board of directors was aware of and carefully considered these interests of its directors and officers, among other matters, during its deliberations on the merits, terms, and structure of the Merger, overseeing the negotiation of the Merger, approving the Merger Agreement and the transactions contemplated thereby, including the Merger, and in making its recommendation that LivePerson stockholders vote “FOR” approval of the merger proposal, “FOR” approval of the non-binding compensation advisory proposal and “FOR” the approval of the adjournment proposal.

SoundHound and LivePerson will incur significant transaction and Merger-related costs in connection with the Merger, which may be in excess of those anticipated by SoundHound or LivePerson.

Each of SoundHound and LivePerson has incurred and expects to continue to incur a number of non-recurring costs associated with negotiating and completing the Merger and combining the operations of the two companies. These fees and costs have been, and will continue to be, substantial. The substantial majority of non-recurring expenses will consist of transaction costs related to the Merger and include, among others, employee retention costs, fees paid to financial, legal and accounting advisors, severance and benefit costs, and filing fees.

SoundHound and LivePerson will also incur transaction fees and costs related to the integration of the companies, which may be substantial. Moreover, each company may incur additional unanticipated expenses in connection with the Merger and the integration, including costs associated with any stockholder litigation related to the Merger. Although SoundHound and LivePerson each expect that the elimination of duplicative costs, as well as the realization of other efficiencies related to the integration of the businesses, should allow SoundHound and LivePerson to offset integration-related costs over time, this net benefit may not be achieved in the near term, or at all. For additional information, see the risk factor entitled “The integration of LivePerson and SoundHound may not be as successful as anticipated, and SoundHound may not achieve the intended benefits or do so within the intended timeframe” below.

The costs described above, as well as other unanticipated costs and expenses, could have a material adverse effect on the financial condition and operating results of the combined company following the completion of the Merger.

Completion of the Merger may trigger change in control or other provisions in certain agreements to which LivePerson or its subsidiaries is a party.

The completion of the Merger may trigger change in control or other provisions in certain agreements to which LivePerson or its subsidiaries is a party. If SoundHound and LivePerson are unable to negotiate waivers of those provisions, the counterparties may exercise their rights and remedies under such agreements, potentially terminating the agreement or seeking monetary damages. Additionally, even if SoundHound and LivePerson are able to negotiate waivers, the counterparties may require a fee for such waivers or seek to renegotiate the agreements on terms less favorable to the combined company.

SoundHound and LivePerson may be targets of securities class action and derivative lawsuits that could result in substantial costs and may delay or prevent the Merger from being completed.

Securities class action lawsuits and derivative lawsuits are often brought against public companies that have entered into merger agreements. Even if the lawsuits are without merit, defending against these claims can result in substantial costs and divert management time and resources. An adverse judgment could result in monetary damages, which could have a negative impact on SoundHound’s and LivePerson’s respective liquidity and financial condition. Any such lawsuit could also seek, among other things, injunctive relief or other equitable relief, including a request to rescind parts of the Merger Agreement already implemented or to otherwise enjoin the parties from consummating the Merger. If a plaintiff is successful in obtaining an injunction prohibiting completion of the Merger, then that injunction may delay or prevent the Merger from being completed, which may adversely affect SoundHound’s and LivePerson’s respective business, financial position and results of operation.

One of the conditions to the closing of the Merger is that no injunction, order or award by any court or governmental entity having jurisdictions over any party has been entered and continues to be in effect and no law has been adopted or is effective, in either case, that prohibits or makes illegal the consummation of the Merger. Consequently, if a lawsuit is filed and a plaintiff is successful in obtaining an injunction prohibiting consummation of the Merger, then that injunction may delay or prevent the Merger from being completed within the expected timeframe or at all, which may adversely affect SoundHound’s and LivePerson’s respective business, financial position, and results of operations.

Shares of SoundHound Common Stock received by LivePerson stockholders as a result of the Merger will have different rights from shares of LivePerson Common Stock.

Upon completion of the Merger, LivePerson stockholders will no longer be stockholders of LivePerson, and LivePerson stockholders who receive the Per Share Merger Consideration will become SoundHound stockholders, and their rights as SoundHound stockholders will be governed by the terms of SoundHound’s charter and bylaws. There will be important differences between the current rights of LivePerson stockholders and the rights to which such stockholders will be entitled as SoundHound stockholders. For a discussion of the different rights associated with shares of SoundHound Common Stock as compared to LivePerson Common Stock, see the section entitled “Comparison of Rights of Stockholders of SoundHound and Stockholders of LivePerson” beginning on page 100.

SoundHound or LivePerson may waive one or more of the closing conditions without re-soliciting stockholder approval.

SoundHound or LivePerson may determine to waive, in whole or part, one or more of the conditions to closing the Merger prior to SoundHound or LivePerson, as the case may be, being obligated to consummate the Merger. Each of SoundHound and LivePerson currently expects to evaluate the materiality of any waiver and its effect on its respective stockholders, in light of the facts and circumstances at the time, to determine whether any amendment of this proxy statement/prospectus or any re-solicitation of proxies by LivePerson is required in light of such waiver. Any determination whether to waive any condition to the Merger, re-solicit LivePerson stockholder approval or amend or supplement this proxy statement/prospectus as a result of a waiver will be made by SoundHound or LivePerson at the time of such waiver based on the facts and circumstances as they exist at that time.

LivePerson stockholders are not entitled to appraisal rights in connection with the Merger.

Appraisal rights are statutory rights that enable stockholders to dissent from certain extraordinary transactions, such as certain mergers, and to demand that the corporation pay the fair value for their shares as determined by a court in a judicial proceeding instead of receiving the consideration offered to stockholders in connection with the applicable

transaction. Under the DGCL, holders of shares of LivePerson Common Stock will not have rights to an appraisal of the fair value of their shares in connection with the Merger. See the section entitled “The Merger — No Appraisal Rights in the Merger” beginning on page 65 for additional information.

Risk Factors Relating to the Combined Company Following the Merger

The integration of LivePerson into SoundHound may not be as successful as anticipated, and SoundHound may not achieve the intended benefits or do so within the intended timeframe.

The Merger involves numerous operational, strategic, financial, accounting, legal, tax and other risks, potential liabilities associated with the acquired businesses, and uncertainties related to design, operation and integration of LivePerson’s internal control over financial reporting. Difficulties in integrating LivePerson into SoundHound may result in LivePerson performing differently than expected, operational challenges, or the failure to realize anticipated expense-related efficiencies. Potential difficulties that may be encountered in the integration process include, among others:

•        the inability to successfully integrate the businesses of LivePerson into SoundHound in a manner that permits SoundHound to achieve the full revenue and cost savings anticipated from the Merger;

•        complexities associated with managing the larger, more complex, integrated business;

•        integrating personnel from the two companies and the loss of key employees;

•        potential unknown liabilities and unforeseen expenses, delays or regulatory conditions associated with the Merger;

•        integrating relationships with industry contacts and business partners;

•        performance shortfalls as a result of the diversion of management’s attention caused by completing the Merger and integrating LivePerson’s operations into SoundHound; and

•        the disruption of, or the loss of momentum in, ongoing business or inconsistencies in standards, controls, procedures and policies.

Additionally, the success of the Merger will depend, in part, on SoundHound’s ability to realize the anticipated benefits from combining SoundHound’s and LivePerson’s businesses, discussed in more detail under the heading “The Merger — SoundHound’s Reasons for the Merger” beginning on page 38. The anticipated benefits of the Merger may not be realized fully or at all, may take longer to realize than expected, or could have other adverse effects that SoundHound does not currently foresee.

SoundHound’s results may suffer if it does not effectively manage its expanded operations following the Merger.

The success of the Merger will depend, in part, on SoundHound’s ability to realize the anticipated benefits from combining SoundHound’s and LivePerson’s businesses, including the need to integrate the operations and business of LivePerson into its existing business in an efficient and timely manner, to combine systems and management controls and to integrate relationships with customers, vendors, industry contacts and business partners.

The anticipated benefits of the Merger may not be realized fully or at all, may take longer to realize than expected or could have other adverse effects that SoundHound does not currently foresee. Some of the assumptions that SoundHound has made may not be realized. There could also be unknown liabilities and unforeseen expenses associated with the Merger that were not discovered in the due diligence review conducted by each company prior to entering into the Merger Agreement.

Business issues currently faced by one company may be imputed to the operations of the other company.

To the extent that either SoundHound or LivePerson currently has or is perceived by customers to have operational challenges, such as on-time performance, technology and service limitations, intellectual property issues or workforce issues, those challenges may raise concerns by existing customers of the other company following the Merger which may limit or impede the combined company’s future ability to obtain additional work from those customers.

The unaudited pro forma condensed combined financial information and LivePerson’s unaudited forecasted financial information included in this proxy statement/prospectus is presented for illustrative purposes only and does not represent the actual financial position or results of operations of the combined company following the completion of the Merger. Future results of SoundHound or LivePerson may differ, possibly materially, from the unaudited pro forma condensed combined financial information and LivePerson’s unaudited forecasted financial information presented in this proxy statement/prospectus.

The unaudited pro forma condensed combined financial statements and LivePerson’s unaudited forecasted financial information contained in this proxy statement/prospectus is presented for illustrative purposes only, contains a variety of adjustments, assumptions and preliminary estimates and does not represent the actual financial position or results of operations of SoundHound and LivePerson prior to the Merger or that of the combined company following the Merger. Specifically, the unaudited pro forma condensed combined financial statements do not reflect the effect of any potential acquisitions or divestitures that may occur prior to or subsequent to the completion of the Merger, integration costs or any changes in SoundHound’s debt to capitalization ratio following the completion of the Merger. For additional information, see the section entitled “Unaudited Pro Forma Condensed Combined Financial Statements” beginning on page 114. In addition, the Merger and post-Merger integration process may give rise to unexpected liabilities and costs, including costs associated with the defense and resolution of transaction-related litigation or other claims. Unexpected delays in completing the Merger or in connection with the post-Merger integration process may significantly increase the related costs and expenses incurred by SoundHound. The actual financial positions and results of operations of SoundHound and LivePerson prior to the Merger and that of the combined company following the Merger may be different, possibly materially, from the unaudited pro forma condensed combined financial statements or LivePerson’s unaudited forecasted financial information included in this proxy statement/prospectus. In addition, the assumptions used in preparing the unaudited pro forma condensed combined financial statements and LivePerson’s unaudited forecasted financial information included in this proxy statement/prospectus may not prove to be accurate and may be affected by other factors. Any significant changes in the market price of SoundHound Common Stock may cause a significant change in the purchase price used for SoundHound’s accounting purposes and the unaudited pro forma condensed combined financial statements contained in this proxy statement/prospectus.

The Merger may not be accretive, and may be dilutive, to SoundHound’s earnings per share, which may negatively affect the market price of SoundHound Common Stock.

Because shares of SoundHound Common Stock will be issued in the Merger, it is possible that, although SoundHound currently expects the Merger to be accretive to earnings per share, the Merger may be dilutive to SoundHound’s earnings per share, which could negatively affect the market price of SoundHound Common Stock.

In connection with the completion of the Merger, based on the number of issued and outstanding shares of LivePerson Common Stock as of [•], 2026 and the number of outstanding LivePerson equity awards currently estimated to be payable in SoundHound Common Stock following the Merger, assuming no adjustments to the Aggregate Consideration Amount, SoundHound will issue between approximately [•] and [•] shares of SoundHound Common Stock. The issuance of these new shares of SoundHound Common Stock could have the effect of depressing the market price of SoundHound Common Stock, through dilution of earnings per share or otherwise. Any dilution of, or delay of any accretion to, SoundHound’s earnings per share could cause the price of shares of SoundHound Common Stock to decline or increase at a reduced rate.

Furthermore, former LivePerson stockholders and current SoundHound stockholders may not wish to continue to invest in the additional operations of the combined company, or for other reasons may wish to dispose of some or all of their interests in the combined company, and as a result may seek to sell their shares of SoundHound Common Stock following, or in anticipation of, completion of the Merger. The Merger Agreement does not restrict the ability of former LivePerson stockholders to sell such shares of SoundHound Common Stock following completion of the Merger. Therefore, these sales (or the perception that these sales may occur), coupled with the increase in the outstanding number of shares of SoundHound Common Stock, may affect the market for, and the market price of, SoundHound Common Stock in an adverse manner.

If the Merger is completed and stockholders of SoundHound, including former LivePerson stockholders, sell substantial amounts of SoundHound Common Stock in the public market following the consummation of the Merger, the market price of SoundHound Common Stock may decrease. These sales might also make it more difficult for SoundHound to raise capital by selling equity or equity-related securities at a time and price that it otherwise would deem appropriate.

The market price of SoundHound Common Stock will continue to fluctuate after the Merger and may decline if the benefits of the Merger do not meet the expectations of financial analysts.

Upon completion of the Merger, holders of LivePerson Common Stock who receive the Per Share Merger Consideration will become holders of shares of SoundHound Common Stock. The market price of SoundHound Common Stock may fluctuate significantly following completion of the Merger and holders of LivePerson Common Stock could lose some or all of the value of their investment in SoundHound Common Stock. In addition, the stock market has recently experienced significant price and volume fluctuations which could, if such fluctuations continue to occur, have a material adverse effect on the market for, or liquidity of, the SoundHound Common Stock, regardless of SoundHound’s actual operating performance.

The market price of SoundHound Common Stock may be affected by factors different from those that historically have affected LivePerson Common Stock or SoundHound Common Stock.

Upon completion of the Merger, holders of LivePerson Common Stock who receive the Per Share Merger Consideration will become holders of SoundHound Common Stock. The businesses of SoundHound differ from those of LivePerson in certain respects, and, accordingly, the financial position or results of operations and/or cash flows of SoundHound after the Merger, as well as the market price of SoundHound Common Stock, may be affected by factors different from those currently affecting the financial position or results of operations and/or cash flows of LivePerson and SoundHound as independent standalone companies. In particular, following the completion of the Merger, LivePerson will be part of a larger company, which means that decisions affecting LivePerson may be made in respect of the larger combined business as a whole rather than the LivePerson businesses individually. For a discussion of the businesses of SoundHound and LivePerson and of some important factors to consider in connection with those businesses, see the documents incorporated by reference in the section entitled “Where You Can Find More Information,” including, in particular, in the sections entitled “Risk Factors” in each of SoundHound’s and LivePerson’s Annual Report on Form 10-K for the year ended December 31, 2025 and Quarterly Reports on Form 10-Q for the quarters ended March 31, 2026.

The combined company may not be able to retain customers or suppliers, and customers or suppliers may seek to modify contractual obligations with the combined company, either of which could have an adverse effect on the combined company’s business and operations. Third parties may terminate or alter existing contracts or relationships with SoundHound or LivePerson as a result of the Merger.

As a result of the Merger, the combined company may experience impacts on relationships with customers and suppliers that may harm the combined company’s business and results of operations. Certain customers or suppliers may seek to terminate or modify contractual obligations following the Merger whether or not contractual rights are triggered as a result of the Merger. There can be no guarantee that customers and suppliers will remain with or continue to have a relationship with the combined company or do so on the same or similar contractual terms following the Merger. If any customers or suppliers seek to terminate or modify contractual obligations or discontinue their relationships with the combined company, then the combined company’s business and results of operations may be harmed. If the combined company’s suppliers were to seek to terminate or modify an arrangement with the combined company, then the combined company may be unable to procure necessary supplies or services from other suppliers in a timely and efficient manner and on acceptable terms, or at all.

LivePerson also has contracts with customers, vendors, licensors and other business partners which may require LivePerson to obtain consent from these other parties in connection with the Merger. If these consents cannot be obtained, the combined company may suffer a loss of potential future revenue, incur costs and/or lose rights that may be material to the business of the combined company. In addition, third parties with whom SoundHound or LivePerson currently have relationships may terminate or otherwise reduce the scope of their relationship with either party in anticipation of the Merger. Any such disruptions could limit the combined company’s ability to achieve the anticipated benefits of the Merger. The adverse effect of any such disruptions could also be exacerbated by a delay in the completion of the Merger or by a termination of the Merger Agreement.

The financial forecasts relating to LivePerson prepared in connection with the Merger may not be realized, which may adversely affect the market price of SoundHound Common Stock following the completion of the Merger.

This proxy statement/prospectus includes certain financial forecasts considered by LivePerson in connection with its business. These forecasts are inherently based on various estimates and assumptions that are subject to the judgment of those preparing them and, in the view of LivePerson’s management, were prepared on a reasonable basis, reflecting the best available estimates and judgments as of the date they were prepared. These forecasts are also subject to significant economic, competitive, industry and other uncertainties and contingencies, all of which are difficult or impossible to predict and many of which are beyond the control of LivePerson. The financial forecasts are not fact and should not be relied upon as being necessarily indicative of future results and readers are cautioned not to place undue reliance on the information provided. Important factors that may affect the actual results of LivePerson and cause the internal financial forecasts to not be achieved include risks and uncertainties relating to LivePerson’s business, industry performance, the regulatory environment, general business and economic conditions and other factors described under the section entitled “Cautionary Statement Regarding Forward-Looking Statements” in this proxy statement/prospectus.

In addition, the financial forecasts also reflect assumptions that are subject to change and do not reflect revised prospects for LivePerson’s business, changes in general business or economic conditions or any other transaction or event that has occurred or that may occur and that was not anticipated at the time the financial forecasts were prepared. In addition, since such financial forecasts cover multiple years, the information by its nature becomes less predictive with each successive year. There can be no assurance that LivePerson’s financial condition or results of operations will be consistent with those set forth in such forecasts.

Risks Relating to SoundHound’s Business.

You should read and consider risk factors specific to SoundHound’s businesses that will also affect the combined company after the completion of the Merger. These risks are described in Part I, Item 1A of SoundHound’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, in Part II, Item 1A of SoundHound’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, and in other documents that are incorporated by reference herein. For the location of information incorporated by reference in this proxy statement/prospectus, see the section entitled “Where You Can Find More Information” beginning on page 112.

Risks Relating to LivePerson’s Business.

You should read and consider risk factors specific to LivePerson’s businesses that will also affect the combined company after the completion of the Merger. These risks are described in Part I, Item 1A of LivePerson’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, in Part II, Item 1A of LivePerson’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, and in other documents that are incorporated by reference herein. For the location of information incorporated by reference in this proxy statement/prospectus, see the section entitled “Where You Can Find More Information” beginning on page 112.

PARTIES TO THE MERGER

SoundHound AI, Inc.

5400 Betsy Ross Drive

Santa Clara, CA 95054

Phone: (408) 441-3200

SoundHound AI, Inc. is a global leader in voice and conversational AI, delivers solutions that allow businesses to offer superior experiences to their customers. Built on proprietary technology, SoundHound’s voice AI delivers best-in-class speed and accuracy in numerous languages to product creators and service providers across retail, financial services, healthcare, automotive, telecom, smart devices, and restaurants. SoundHound’s groundbreaking AI-driven products include Smart Answering, Smart Ordering, Dynamic Drive-Thru, and the Amelia Platform, which powers AI Agents for enterprise. In addition, SoundHound’s Agentic AI for Automotive and Autonomics, a category-leading operations platform that automates IT processes, has enabled SoundHound to power millions of products and services, and process billions of interactions each year for world-class businesses. SoundHound’s Class A Common Stock and certain of its warrants are traded on the Nasdaq Global Market under the ticker symbols “SOUN” and “SOUNW,” respectively.

LivePerson, Inc.

530 7th Avenue, Floor M1

New York, NY 10018

Phone: (212) 609-4200

LivePerson, Inc. is an enterprise leader in digital customer conversational AI. Since 1998, LivePerson has enabled meaningful connections between consumers and its customers through digital and AI-powered conversations. Its customers’ existing investments in Generative AI and Large Language Models are fully compatible with LivePerson’s enterprise-class digital Conversational Cloud. The world’s leading brands use its award-winning Conversational Cloud and Syntrix platforms to accelerate their contact center transformation, orchestrate conversations across all channels, departments and systems, increase agent productivity, and deliver more personalized, AI-empowered customer experiences in a safe and secure environment. LivePerson powers nearly a billion messages every month, providing uniquely rich data analytics, agent training, and AI evaluation tools to unlock the power of conversational AI for better business outcomes. LivePerson Common Stock is currently traded on the Nasdaq Global Select Market and the TASE under the ticker symbols “LPSN”.

Lightspeed Merger Sub Inc.

c/o SoundHound AI, Inc.

5400 Betsy Ross Drive

Santa Clara, CA 95054

Phone: (408) 441-3200

LightSpeed Merger Sub Inc. is an indirect, wholly owned subsidiary of SoundHound. Upon the completion of the Merger, Merger Sub will cease to exist. Merger Sub was incorporated in Delaware on April 1, 2026, for the sole purpose of effecting the Merger.

SPECIAL MEETING OF LIVEPERSON STOCKHOLDERS

This proxy statement/prospectus is being provided to the LivePerson stockholders as part of a solicitation of proxies by the LivePerson board of directors for use at the LivePerson special meeting to be held at the time and place specified below and at any properly convened meeting following an adjournment or postponement thereof. This proxy statement/prospectus provides LivePerson stockholders with information they need to know to be able to vote or instruct their vote to be cast at the special meeting.

Date, Time and Place

The LivePerson special meeting will be held on [•], 2026 at [•], Eastern Time via live audio webcast at [•] the LivePerson Special Meeting Website. To attend the LivePerson special meeting please follow the instructions provided on the enclosed proxy card and on the LivePerson Special Meeting Website.

Purpose of the LivePerson Special Meeting

The purpose of the LivePerson special meeting is to consider and vote on:

•        the merger proposal;

•        the non-binding compensation advisory proposal; and

•        the adjournment proposal.

LivePerson will transact no other business at the LivePerson special meeting.

Recommendation of the LivePerson Board of Directors

The LivePerson board of directors unanimously recommends that LivePerson stockholders vote:

•        “FOR” the merger proposal;

•        “FOR” the non-binding compensation advisory proposal; and

•        “FOR” the adjournment proposal.

For additional information on the recommendations of the LivePerson board, see the section entitled “LivePerson Stockholder Proposals” and “The Merger — Recommendation of the LivePerson Board of Directors; LivePerson’s Reasons for the Merger” beginning on page 36 and 52, respectively.

Record Date and Outstanding Shares of LivePerson Stock

Only holders of record of issued and outstanding shares of LivePerson Common Stock as of the close of business on [•], the Record Date, are entitled to notice of, and to vote at, the LivePerson special meeting or any adjournment or postponement of the LivePerson special meeting.

As of the close of business on the Record Date, there were [•] shares of LivePerson Common Stock issued and outstanding and entitled to vote at the LivePerson special meeting. You may cast one vote for each share of LivePerson Common Stock that you held as of the close of business on the Record Date.

LivePerson will make available a list of stockholders of record as of the Record Date for inspection by stockholders for any purpose germane to the LivePerson special meeting from [•], 2026 through [•], 2026. Please email ir-lp@liveperson.com for instructions as to how to access the stockholder list online prior to the LivePerson special meeting. The list will also be available electronically on the meeting website during the live webcast of the LivePerson special meeting.

Quorum; Abstentions and Broker Non-Votes

A quorum of LivePerson stockholders is necessary to hold a valid meeting. The presence, virtually or by proxy, of the holders of thirty-three and one-third percent (33 1/3%) of the number of shares of LivePerson stock issued and outstanding and entitled to vote at the LivePerson special meeting is necessary to constitute a quorum in connection

with the transaction of business at the LivePerson special meeting. If you submit a properly executed proxy card, even if you do not vote for any of the proposals or vote to “ABSTAIN” in respect of each proposal, your shares of LivePerson Common Stock will be counted for purposes of determining whether a quorum is present for the transaction of business at the LivePerson special meeting.

LivePerson Common Stock held in “street name” with respect to which the beneficial owner fails to give voting instructions to the broker, bank or other nominee, and LivePerson Common Stock with respect to which the beneficial owner otherwise fails to vote, will not be considered present and entitled to vote at the LivePerson special meeting for the purpose of determining the presence of a quorum.

A broker non-vote will result if your broker, bank or other nominee returns a proxy but does not provide instruction as to how shares should be voted on a particular matter. Under the applicable stock exchange rules, brokers, banks or other nominees do not have discretionary authority to vote on any of the proposals to be considered at the LivePerson special meeting. Because the only proposals for consideration at the LivePerson special meeting are nondiscretionary proposals, it is not expected that there will be any broker non-votes at the LivePerson special meeting. However, if there are any broker non-votes, the shares will not be considered present and entitled to vote at the LivePerson special meeting for the purpose of determining the presence of a quorum.

Executed but unvoted proxies will be voted in accordance with the recommendations of the LivePerson board of directors.

Required Votes

Approval of the merger proposal requires the affirmative vote of a majority of the outstanding shares of LivePerson Common Stock entitled to vote on the proposal. Abstentions and broker non-votes will have the same effect as a vote “AGAINST” the merger proposal. Failure to vote on the merger proposal will have the same effect as a vote “AGAINST” the merger proposal.

Approval of the non-binding compensation advisory proposal requires the affirmative vote of a majority of the shares of LivePerson Common Stock having voting power that is present in person or represented by proxy at the LivePerson special meeting and entitled to vote on the proposal. Abstentions will have the same effect as a vote “AGAINST” the non-binding compensation advisory proposal, and failures to vote or broker non-votes will have no effect on the outcome of the vote.

Approval of the adjournment proposal requires the affirmative vote of a majority of the shares of LivePerson Common Stock having voting power that is present in person or represented by proxy at the LivePerson special meeting and entitled to vote on the proposal. Abstentions will have the same effect as a vote “AGAINST” the adjournment proposal, and failures to vote or broker non-votes will have no effect on the outcome of the vote.

The merger proposal, the non-binding compensation advisory proposal and the adjournment proposal are described in the section entitled “LivePerson Stockholder Proposals” beginning on page 36.

Methods of Voting

LivePerson stockholders, whether holding shares directly as stockholders of record or beneficially in “street name,” may vote on the Internet by going to the web address provided on the enclosed proxy card and following the instructions for Internet voting, by phone using the toll-free phone number listed on the enclosed proxy card, or by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.

Except as provided below with respect to LivePerson stockholders who hold shares of LivePerson Common Stock through a member of the TASE and intend to vote their shares, there are four ways a LivePerson stockholder of record can vote their shares:

•        By Internet:    You may vote over the Internet at [•] by following the instructions specified on the enclosed proxy card.

•        By Telephone:    You may vote by telephone by following the instructions specified on the enclosed proxy card.

•        By Mail:    You may sign, date and return the enclosed proxy card in the prepaid postage envelope provided.

•        At the LivePerson special meeting:    You may vote your shares electronically at the LivePerson special meeting. Please follow the instructions for attending the LivePerson special meeting and voting during the meeting posted at [•]. All votes must be received before the polls close during the LivePerson special meeting.

LivePerson stockholders who hold shares of LivePerson Common Stock through a member of the TASE and intend to vote their shares must deliver to LivePerson’s Israeli counsel, Arnon, Tadmor-Levy, c/o Moshe Pasker, Azrieli Center (Square Tower), Tel Aviv, Israel, 6702101 (e-mail: MosheP@ArnonTL.com) an ownership certificate confirming their ownership of LivePerson Common Stock on the Record Date. Such certificate must be issued by a member of the TASE, as required by the Israeli Companies Regulations (Proof of Ownership of Shares for Voting at General Meeting) 2000, as amended. Each such stockholder is entitled to receive the ownership certificate at the branch of the TASE member or by mail to such stockholder’s address (in consideration of mailing fees only), if the stockholder so requests. Such a request should be made promptly upon receipt of this proxy statement/prospectus and should be made for a particular securities account. LivePerson stockholders who wish to vote are obliged to complete, sign, date and return the enclosed proxy card in accordance with the instructions indicated thereon along with their ownership certificate to the address of LivePerson’s Israeli counsel indicated above no later than 5:00 p.m. (Israel time) on [•], 2026. The form of proxy card for stockholders who hold shares of common stock through a member of the TASE is available on the websites: https://www.magna.isa.gov.il and https://maya.tase.co.il.

LivePerson stockholders who hold their shares in “street name” by a broker, bank or other nominee should refer to the proxy card, voting instruction form or other information forwarded by their broker, bank or other nominee for instructions on how to vote their shares.

Voting Virtually on the LivePerson Special Meeting Website

Shares held directly in your name as stockholder of record may be voted virtually on the LivePerson Special Meeting Website at the LivePerson special meeting. Even if you plan to attend the LivePerson special meeting, the LivePerson board of directors recommends that you vote your shares in advance as described below so that your vote will be counted if you later decide not to attend the LivePerson special meeting.

If you are a beneficial holder, you will receive separate voting instructions from your broker, bank or other nominee explaining how to vote your shares. Please note that if your shares are held in “street name” by a broker, bank or other nominee and you wish to vote at the LivePerson special meeting to be held virtually on the LivePerson Special Meeting Website, you will not be permitted to vote at the LivePerson special meeting unless you first obtain a legal proxy issued in your name from the record owner. You are encouraged to request a legal proxy from your broker, bank or other nominee promptly as the process can be lengthy.

Voting by Proxy

Whether you hold your shares of LivePerson Common Stock directly as the stockholder of record or beneficially in “street name,” you may direct your vote by proxy without attending the LivePerson special meeting. You can vote by proxy by phone, the Internet or mail by following the instructions provided in the enclosed proxy card.

Questions About Voting

If you have any questions about how to vote or direct a vote in respect of your shares of LivePerson Common Stock, you may contact MacKenzie Partners, Inc., LivePerson’s proxy solicitor, at 800-322-2885 (toll-free in North America) or via email at proxy@mackenziepartners.com.

Revocability of Proxies

If you are a stockholder of record of LivePerson, whether you vote by phone, the Internet or mail, you can change or revoke your proxy before it is voted at the meeting in one of the following ways:

•        submit a new proxy card bearing a later date;

•        vote again by phone or the Internet at a later time;

•        give written notice before the meeting to LivePerson’s corporate secretary at 530 7th Avenue, Floor M1, New York, New York 10018 stating that you are revoking your proxy; or

•        attend the LivePerson special meeting and vote your shares virtually on the LivePerson Special Meeting Website. Please note that your virtual attendance at the meeting on the LivePerson Special Meeting Website alone will not serve to revoke your proxy.

If you are a LivePerson stockholder who holds shares through a member of the TASE and wish to revoke or change your proxy card, you must file a notice of revocation or another signed proxy card with LivePerson’s Israeli counsel no later than 5:00 p.m. (Israel time) on [•], 2026.

Proxy Solicitation Costs

The enclosed proxy card is being solicited on behalf of the LivePerson board of directors. In addition to solicitation by mail, LivePerson’s directors, officers and employees may solicit proxies in person, by phone or by electronic means. These persons will not be specifically compensated for conducting such solicitation.

LivePerson has retained MacKenzie Partners, Inc. to assist in the solicitation process. LivePerson estimates it will pay MacKenzie Partners, Inc. a base fee of approximately $40,000, in addition to the reimbursement of certain costs and expenses, for these services. LivePerson also has agreed to indemnify MacKenzie Partners, Inc. against various liabilities and expenses that relate to or arise out of its solicitation of proxies (subject to certain exceptions).

LivePerson will ask brokers, banks and other nominees to forward the proxy solicitation materials to the beneficial owners of shares of LivePerson Common Stock held of record by such nominee holders. LivePerson will reimburse these nominee holders for their customary clerical and mailing expenses incurred in forwarding the proxy solicitation materials to the beneficial owners.

Adjournment

Whether or not a quorum is present, the holders of a majority of the outstanding shares of LivePerson Common Stock who are present in person or by proxy and entitled to vote at the special meeting may adjourn the meeting from time to time, without notice other than by announcement at the meeting, to another date, place, if any, and time until a quorum is present. Even if a quorum is present, the special meeting may also be adjourned in order to provide more time to solicit additional proxies in favor of adoption of the Merger Agreement if sufficient votes are cast in favor of the adjournment proposal. If the adjournment is for more than 30 days or if after the adjournment, a new record date is fixed for the adjourned meeting, LivePerson will provide a notice of the adjourned meeting to each stockholder of record entitled to vote at the meeting.

LivePerson’s bylaws also provide that the Chairman of the board of directors of LivePerson (the “Chairman”) shall have the right and authority to convene and (for any or no reason) to recess and/or adjourn the meeting from time to time, without notice other than announcement at the meeting, to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of the Chairman, are appropriate for the proper conduct of the meeting. The Chairman at any meeting of stockholders, in addition to making any other determinations that may be appropriate to the conduct of the meeting, shall, if the facts warrant, determine and declare to the meeting that a matter or business was not properly brought before the meeting and if the Chairman should so determine, the Chairman shall so declare to the meeting and any such matter or business not properly brought before the meeting shall not be transacted or considered.

In addition, the Merger Agreement provides that LivePerson may (i) after good faith consultation with LivePerson’s outside legal counsel and SoundHound, adjourn or postpone the LivePerson special meeting to the extent necessary to ensure that any legally required supplement or amendment to this proxy statement/prospectus is provided to the LivePerson stockholders within a reasonable amount of time in advance of the LivePerson special meeting or (ii) adjourn or postpone the LivePerson special meeting, if, as of the time for which the LivePerson special meeting is scheduled, there are not sufficient affirmative votes in person or by proxy of LivePerson Common Stock to constitute a quorum necessary to conduct business at the LivePerson special meeting or to obtain the approval of the merger proposal. However, unless SoundHound and LivePerson otherwise agree, the LivePerson special meeting will not be adjourned or postponed to a date that is more than ten days after the date for which the LivePerson special meeting was previously scheduled (though the LivePerson special meeting may only be adjourned or postponed without

LIVEPERSON STOCKHOLDER PROPOSALS

Merger Proposal

In the merger proposal, LivePerson is asking its stockholders to adopt the Merger Agreement by and among LivePerson, SoundHound and Merger Sub, dated as of April 21, 2026, pursuant to which Merger Sub will be merged with and into LivePerson, with LivePerson surviving the Merger as an indirect, wholly owned subsidiary of SoundHound.

It is a condition to completion of the Merger that LivePerson stockholders approve the merger proposal. In particular, you should read in its entirety the Merger Agreement, which is attached as Annex A to this proxy statement/prospectus. In addition, see the section entitled “The Merger” beginning on page 38, and the section entitled “The Merger Agreement,” beginning on page 68.

The approval by the LivePerson stockholders of this proposal is required by the DGCL and is a condition to the consummation of the Merger.

Approval of the merger proposal requires the affirmative vote of a majority of the outstanding shares of LivePerson Common Stock entitled to vote on the proposal. Abstentions and broker non-votes will have the same effect as a vote “AGAINST” the merger proposal. Failure to vote on the merger proposal will have the same effect as a vote “AGAINST” the merger proposal.

The LivePerson board of directors unanimously recommends a vote “FOR” the merger proposal.

Non-Binding Compensation Advisory Proposal

LivePerson is also asking its stockholders to approve the non-binding compensation advisory proposal. As required by Section 14A of the Exchange Act and the applicable SEC rules issued thereunder, which were enacted pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act, LivePerson is required to provide its stockholders the opportunity to vote to approve, on a non-binding, advisory basis, certain compensation that may be paid or become payable to LivePerson’s named executive officers that is based on or otherwise relates to the Merger, as described in the section entitled “Interests of LivePerson’s Directors and Executive Officers in the Merger — Quantification of Potential Payments to LivePerson’s Named Executive Officers in Connection with the Merger” beginning on page 95. Accordingly, LivePerson stockholders are being provided the opportunity to cast an advisory vote on such payments.

As an advisory vote, this proposal is not binding upon LivePerson or the LivePerson board of directors or SoundHound or the SoundHound board of directors, and approval of this proposal is not a condition to completion of the Merger and is a vote separate and apart from the merger proposal. Accordingly, you may vote to approve the merger proposal and vote not to approve the non-binding compensation advisory proposal and vice versa. Because the executive compensation to be paid in connection with the Merger is based on the terms of the Merger Agreement as well as the contractual arrangements with LivePerson’s named executive officers, such compensation will be payable, regardless of the outcome of this advisory vote, only if the merger proposal is approved (subject only to the contractual conditions applicable thereto). However, LivePerson seeks the support of its stockholders and believes that stockholder support is appropriate because LivePerson has a comprehensive executive compensation program designed to link the compensation of its executives with LivePerson’s performance and the interests of LivePerson stockholders. Accordingly, holders of shares of LivePerson Common Stock are being asked to vote on the following resolution:

RESOLVED, that the stockholders of LivePerson, Inc. approve, on an advisory, non-binding basis, certain compensation that may be paid or become payable to the named executive officers of LivePerson, Inc. that is based on or otherwise relates to the merger, as disclosed pursuant to Item 402(t) of Regulation S-K under the heading “Interests of LivePerson’s Directors and Executive Officers in the Merger — Quantification of Potential Payments to LivePerson’s Named Executive Officers in Connection with the Merger,” in the proxy statement/prospectus LivePerson, Inc. with respect to the special meeting of stockholders to be held on [•], 2026.

Approval of the non-binding compensation advisory proposal requires the affirmative vote of a majority of the shares of LivePerson Common Stock having voting power that is present in person or represented by proxy at the LivePerson special meeting and entitled to vote on the proposal. Abstentions will have the same effect as a vote “AGAINST” the non-binding compensation advisory proposal, and failures to vote or broker non-votes will have no effect on the outcome of the vote.

The LivePerson board of directors unanimously recommends a vote “FOR” the non-binding compensation advisory proposal.

The Adjournment Proposal

In the adjournment proposal, LivePerson is asking its stockholders to approve the adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to adopt the Merger Agreement.

If LivePerson stockholders approve the adjournment proposal, subject to the terms of the Merger Agreement, LivePerson could adjourn the special meeting and use the additional time to solicit additional proxies, including soliciting proxies from LivePerson stockholders who have previously voted. LivePerson does not intend to call a vote on the adjournment proposal if the merger proposal is approved at the special meeting.

Approval of the adjournment proposal requires the affirmative vote of a majority of the shares of LivePerson stock having voting power that is present in person or represented by proxy at the LivePerson special meeting and entitled to vote on the proposal. Abstentions will have the same effect as a vote “AGAINST” the proposal, and failures to vote or broker non-votes will have no effect on the outcome of the vote.

The LivePerson board of directors unanimously recommends a vote “FOR” the adjournment proposal.

THE MERGER

This discussion of the Merger is qualified in its entirety by reference to the Merger Agreement, which is attached to this proxy statement/prospectus as Annex A and incorporated by reference herein in its entirety. You should read the entire Merger Agreement carefully as it is the legal document that governs the Merger.

Transaction Structure

At the Effective Time, Merger Sub will merge with and into LivePerson, the separate corporate existence of Merger Sub will cease, and LivePerson will continue as the surviving corporation in the Merger as an indirect, wholly owned subsidiary of SoundHound.

Merger Consideration to LivePerson Stockholders

As a result of the Merger, each share of LivePerson Common Stock (other than any Cancelled LivePerson Shares) issued and outstanding immediately prior to the Effective Time will be converted into the right to receive the Per Share Merger Consideration.

LivePerson stockholders will not be entitled to receive any fractional shares of SoundHound Common Stock in the Merger, and no LivePerson stockholders will be entitled to voting rights or any other rights in respect of any fractional shares of SoundHound Common Stock. Each LivePerson stockholder who would otherwise have been entitled to receive a fraction of a share of SoundHound Common Stock (after taking into account all certificates and book-entry shares delivered by such stockholder) will instead be entitled to receive, in lieu thereof, cash (without interest) in an amount equal to the product of (i) such fractional amount multiplied by (ii) the SoundHound Closing Stock Price.

Background of the Merger

The following is a summary of the material events, meetings, negotiations, and other actions that led to the execution and public announcement of the Merger Agreement and the transactions contemplated thereby, including the Notes Restructuring Agreement entered into with the holders of LivePerson’s secured debt securities. This summary does not purport to describe every interaction among LivePerson, the LivePerson board of directors, LivePerson’s management team (referred to herein as “LivePerson management”) or its advisors, or any other parties or their respective advisors, representatives, or principals. Rather, it is intended to provide a summary of the material developments over the course of the events and discussions described herein.

The LivePerson board of directors, together with LivePerson management, reviews LivePerson’s strategic direction, financial performance, and business plans on an ongoing basis with a view towards strengthening LivePerson’s business and identifying opportunities to increase stockholder value.

At the beginning of 2024, LivePerson announced financial results for the 2023 fiscal year that reflected a 22% decline in revenue year-over-year, primarily as a result of cancellations, downsells and competitive challenges in expanding and retaining customer relationships. At that time, LivePerson had outstanding $517.5 million in aggregate principal amount 2026 Convertible Notes, which matured in December 2026.

The LivePerson board of directors appointed John Sabino as LivePerson’s Chief Executive Officer in January 2024 as part of a board-initiated turnaround strategy to strengthen LivePerson’s business and financial position, with the ultimate goal of maximizing stockholder value. Key features of the turnaround strategy involved leadership refreshment, strengthening LivePerson’s capital structure by addressing its significant outstanding debt and right-sizing expenses, strengthening go-to-market operations, execution and customer retention, and pursuing product innovation and partnerships.

During the first quarter of 2024, although execution of several elements of the turnaround strategy were progressing, enterprise customer concerns regarding LivePerson’s financial profile, specifically its ability to refinance the 2026 Convertible Notes at maturity, became a pronounced and recurring theme in LivePerson’s commercial discussions. Both existing and prospective customers were increasingly expressing reluctance to renew or enter into new contracts with LivePerson due to LivePerson’s significant debt and its upcoming maturity. In an effort to address this critical commercial impediment, the LivePerson board of directors, following discussions with LivePerson management, determined to accelerate efforts with respect to a comprehensive review of LivePerson’s capital structure

and refinancing options for the 2026 Convertible Notes. In March 2024, LivePerson engaged Lazard Frères & Co. LLC (“Lazard”) as a financial advisor to assist with this capital structure review. LivePerson selected Lazard because Lazard is a nationally recognized investment banking firm with substantial experience in recapitalization transactions.

In March 2024, Keyvan Mohajer, SoundHound’s Chief Executive Officer, contacted Mr. Sabino regarding SoundHound’s interest in exploring strategic opportunities with LivePerson. Mr. Sabino acknowledged the outreach but conversations did not progress at that time.

In May 2024, after extensive negotiations and following a review of alternatives by the LivePerson board of directors and LivePerson management, upon consultation with Lazard and LivePerson’s outside legal counsel, Fried, Frank, Harris, Shriver & Jacobson LLP (“Fried Frank”), the LivePerson board of directors approved, and LivePerson entered into, a refinancing agreement with Lynrock Lake Master Fund LP (“Lynrock”), an existing investor in the 2026 Convertible Notes, pursuant to which LivePerson retired approximately $146 million in aggregate principal amount of 2026 Convertible Notes held by Lynrock and received a $100 million cash investment from Lynrock in exchange for $200 million in aggregate principal amount of newly issued first lien secured notes maturing in 2029 (the “First Lien Secured Notes”) and warrants for approximately 11% of LivePerson’s outstanding common stock with an exercise price of $0.75 per share (such transaction, the “First Lien Notes Exchange”). Although the First Lien Secured Notes were scheduled to mature on June 15, 2029, they provided for a springing maturity approximately three months prior to the December 2026 maturity of the 2026 Convertible Notes if more than $60 million in aggregate principal amount of 2026 Convertible Notes then remained outstanding. After giving effect to the First Lien Notes Exchange, there were then approximately $360 million in aggregate principal amount of 2026 Convertible Notes outstanding.

In June and July 2024, members of LivePerson management engaged in introductory discussions with representatives from SoundHound regarding SoundHound’s interest in exploring a potential acquisition of LivePerson. On July 24, 2024, representatives of SoundHound sent to representatives of LivePerson a non-binding indication of interest relating to a potential acquisition of LivePerson by SoundHound (the “July 2024 IOI”). The July 2024 IOI did not contain a proposed price, valuation or economic terms, but indicated the consideration would be in the form of SoundHound Common Stock at exchange ratios to be determined during the course of negotiations of definitive agreements with respect to the proposed transaction. At a meeting of the LivePerson board of directors held on July 26, 2024, at which members of LivePerson management and representatives of Lazard were in attendance, the LivePerson board of directors discussed the July 2024 IOI, including that the acquisition of LivePerson by SoundHound would give the holder of the First Lien Secured Notes (the “First Lien Noteholder”) the right to require LivePerson to repurchase the First Lien Secured Notes at a “make-whole” premium under the terms of the First Lien Secured Notes, and that in order for a transaction to be viable, SoundHound would need to raise cash in order to pay off the First Lien Secured Notes. Following that LivePerson board meeting, members of LivePerson management highlighted to members of SoundHound management that the transaction proposed by the July 2024 IOI would trigger this repayment obligation under the First Lien Secured Notes. Members of SoundHound management indicated to members of LivePerson management that SoundHound would need time to assess how to address the repayment of the First Lien Secured Notes. Accordingly, the parties agreed to suspend further discussion regarding the July 2024 IOI at that time.

Entering LivePerson’s 2025 fiscal year, although the First Lien Notes Exchange in 2024 had provided reassurance to some LivePerson customers that LivePerson had the ability to refinance the remaining 2026 Convertible Notes, LivePerson continued to face customer concerns regarding its financial viability on a long-term basis due to the 2026 Convertible Notes maturity. Reluctance among new and existing enterprise customers to contract with LivePerson due to its remaining 2026 Convertible Notes remained a significant barrier to strengthening LivePerson’s business and financial position. In addition, the springing maturity feature of the First Lien Notes required LivePerson to address the 2026 Convertible Notes well in advance of their ultimate maturity date. In light of the foregoing issues, after continued discussions with LivePerson’s advisors, Lazard and Fried Frank, regarding potential refinancing options, in the first quarter of 2025 the LivePerson board of directors authorized LivePerson management to pursue discussions with holders of approximately 95% of the outstanding 2026 Convertible Notes (the “Ad Hoc Group”) to explore a potential restructuring of the remaining 2026 Convertible Notes.

Members of LivePerson management and representatives of each of Lazard and Fried Frank engaged in preliminary discussions with representatives of the Ad Hoc Group and its advisors from February 2025 through April 2025.

In May 2025, LivePerson entered into confidentiality agreements with members and representatives of the Ad Hoc Group and commenced negotiations regarding a potential transaction involving the exchange of the Ad Hoc Group’s 2026 Convertible Notes to reduce the debt overhang that was then impeding LivePerson’s commercial strategy. Extensive negotiations with the Ad Hoc Group continued for several months.

During June 2025, members of LivePerson management engaged with members of SoundHound management as a follow up to SoundHound’s previous expression of interest in a potential strategic transaction between SoundHound and LivePerson.

On July 7, 2025, John Collins, LivePerson’s Chief Financial Officer and Chief Operating Officer, provided an email update to the LivePerson board of directors regarding the June 2025 conversation between LivePerson management and the management of SoundHound, as well as discussions with two other counterparties with whom LivePerson management had previously engaged with in some preliminary, exploratory conversations in the ordinary course during the first and second quarters of 2025 that did not involve any formal proposal or offer and did not advance any further.

On July 16, 2025, at SoundHound’s request, representatives of each of LivePerson management, Lazard and Fried Frank held a discussion with members of SoundHound management, representatives of Barclays Capital, Inc. (“Barclays”), SoundHound’s financial advisor, and representatives of Latham & Watkins LLP (“Latham”), SoundHound’s legal counsel, to discuss potential approaches to LivePerson’s outstanding debt in the interest of enabling further exploration of an acquisition of LivePerson by SoundHound. At a LivePerson board of directors meeting on that same day, Mr. Collins updated the LivePerson board of directors regarding the continued interest from, and dialogue with, members of SoundHound management. Later that same day, a member of SoundHound management discussed with Mr. Collins a potential letter of intent contemplated by SoundHound.

On July 21, 2025, SoundHound sent a non-binding letter of intent to the LivePerson board of directors (the “July 2025 LOI”). The July 2025 LOI contemplated that, subject to due diligence, LivePerson stockholders would receive shares of SoundHound Common Stock reflecting a 20% premium to LivePerson’s closing price on July 16, 2025 of $14.40 per share (adjusted for LivePerson’s subsequent 15-1 reverse stock split) and holders of the 2026 Convertible Notes then outstanding would be paid in cash 40% of the par value of the 2026 Convertible Notes in exchange for the retirement of the approximately $360 million in aggregate principal amount of the 2026 Convertible Notes then outstanding and the First Lien Noteholder would receive either (i) a to-be-determined combination of cash and SoundHound Common Stock or (ii) newly issued SoundHound debt, in an amount equal to 100% of the par value of the First Lien Secured Notes. The July 2025 LOI contemplated that the First Lien Noteholder would not receive any consideration in respect of the make-whole payments to which it was contractually entitled under the terms of the agreements governing the First Lien Secured Notes. The July 2025 LOI also indicated that SoundHound was open to discussion on reallocating the consideration among the LivePerson stockholders and noteholders. The July 2025 LOI provided for a 45-day exclusivity period. In response to the July 2025 LOI, members of LivePerson management connected representatives of Lazard with members of SoundHound management and representatives of Barclays to discuss SoundHound’s and Barclays’ review of LivePerson’s public filings that they had undertaken prior to submission of the July 2025 LOI.

Following the submission of the July 2025 LOI, the LivePerson board of directors reviewed and discussed the July 2025 LOI with advice and input from representatives of each of Lazard and Fried Frank. Several concerns were noted, including that the July 2025 LOI was preliminary and the proposed consideration was subject to further diligence, and that significant concessions would be required of LivePerson’s noteholders in order for SoundHound’s proposal contemplated by the July 2025 LOI to be viable. In addition, the 45-day exclusivity period required by the July 2025 LOI would require termination of LivePerson’s discussions with the Ad Hoc Group at a time when the parties were nearing final terms for a viable debt restructuring deal after months of protracted negotiations. Following deliberation in consultation with its advisors and management, in light of the preliminary nature of SoundHound’s proposal, the fact that such proposal was conditioned on further due diligence, the uncertain viability of such proposal given the concessions that would be required of LivePerson’s noteholders, the critical need to address ongoing commercial pressure by refinancing the 2026 Convertible Notes, the nearly final status of protracted negotiations with the Ad Hoc Group, and concern that the Ad Hoc Group discussions to refinance the 2026 Convertible Notes would be extremely difficult to resurrect if paused or disrupted, the LivePerson board of directors determined it was in the best interest

of LivePerson’s stockholders to focus on the completion of the debt exchange transaction with the Ad Hoc Group to relieve the commercial impediments caused by the 2026 Convertible Notes maturity and strengthen LivePerson’s capital structure in support of commercial execution and longer term viability.

On July 29, 2025, LivePerson management and representatives of Lazard held a discussion with SoundHound management and representatives of Barclays, during which LivePerson management and representatives of Lazard conveyed that LivePerson was not intending to engage further with SoundHound regarding the July 2025 LOI until following LivePerson’s August 2025 earnings announcement for the quarter ended June 30, 2025.

On August 11, 2025, LivePerson entered into an exchange agreement with the Ad Hoc Group, pursuant to which the Ad Hoc Group agreed to exchange 2026 Convertible Notes with an aggregate principal amount of $341.1 million for (i) an aggregate payment of $45.0 million in cash, (ii) $115.0 million in aggregate principal amount of 10.0% Second Lien Senior Subordinated Secured Notes due 2029 (the “Second Lien Secured Notes,” and together with the First Lien Secured Notes, the “Secured Notes”), (iii) shares of LivePerson Common Stock (such shares, the “Common Equity Shares”) and (iv) shares of Series B Fixed Rate Convertible Perpetual Preferred Stock (“Series B Preferred Stock”). The aggregate number of Common Equity Shares and shares of LivePerson Common Stock into which the Series B Preferred Stock were convertible equaled 39.0% of LivePerson’s fully diluted common stock as of the closing date of the exchange (such transaction, the “Second Lien Notes Exchange”). On September 12, 2025, the Second Lien Notes Exchange was consummated, and in October 2025, the Series B Preferred Stock converted into shares of LivePerson Common Stock in accordance with its terms.

In addition to and concurrently with the First Lien Notes Exchange and Second Lien Notes Exchange transactions, LivePerson continued to execute on other elements of its turnaround strategy.

In September 2025, following the completion of the Second Lien Notes Exchange and after evaluating LivePerson’s position at that time, including continued material headwinds notwithstanding the progress that had been made during 2024 and 2025 in executing the turnaround strategy, the LivePerson board of directors determined to formalize exploration of available strategic alternatives for LivePerson. In connection therewith, the LivePerson board of directors, after considering Lazard’s familiarity with LivePerson and its significant M&A experience, approved the engagement of Lazard as LivePerson’s financial advisor in connection with its evaluation of strategic alternatives, including a potential sale of LivePerson. On September 8, 2025, LivePerson amended and restated its engagement letter with Lazard to provide for Lazard’s services in connection with LivePerson’s evaluation of strategic alternatives.

On September 9, 2025, the LivePerson board of directors held a meeting, with members of LivePerson management and representatives of each of Lazard and Fried Frank in attendance. At the meeting, representatives of Lazard discussed with the LivePerson board of directors an overview of strategic alternatives and a list of potential strategic and financial acquirors for LivePerson, including SoundHound. After discussion, the LivePerson board of directors authorized Lazard to reach out to potential strategic and financial acquirors to ascertain their potential interest in an acquisition of LivePerson.

Thereafter, representatives of Lazard contacted potential acquirors, including both strategic and financial sponsors. Between September 2025 through the end of January 2026, representatives of Lazard contacted 66 potential counterparties in total as part of its overall outreach and LivePerson entered into non-disclosure agreements with 17 potential acquirors in connection with this outreach, including SoundHound. Each such non-disclosure agreement contained a customary “standstill” provision; however, each also provided that upon the public announcement of a sale of LivePerson, either the standstill restrictions would expire and terminate entirely or, in certain cases, the counterparty would be permitted to make a confidential proposal to the LivePerson board of directors for an acquisition of LivePerson. As part of the outreach process, potential acquirors that executed non-disclosure agreements were provided with confidential business and financial data regarding LivePerson and asked to submit first round indications of interest by November 20, 2025.

On September 12, 2025, at LivePerson’s direction, representatives of Lazard contacted members of SoundHound management and representatives of Barclays and informed them that the LivePerson board of directors authorized Lazard to commence a sales process for LivePerson and to begin outreach to potential acquirers, including SoundHound.

On October 3, 2025, Nitesh Sharan, the Chief Financial Officer of SoundHound at the time, and Mr. Collins met to discuss the potential path for an acquisition of LivePerson and the involvement of the First Lien Noteholder and the holders of the Second Lien Secured Notes (the “Second Lien Noteholders”, together with the First Lien Noteholder, the “Secured Holders”) in any such transaction.

On October 13, 2025, at LivePerson’s direction, representatives of Lazard followed up with members of Barclays to discuss whether SoundHound had genuine interest in an acquisition of LivePerson. Barclays confirmed SoundHound’s continued interest in a strategic transaction.

On October 21, 2025, the LivePerson board of directors held a meeting, with members of LivePerson management and representatives of each of Lazard and Fried Frank in attendance. At the meeting, representatives of Lazard provided the LivePerson board of directors with an update on Lazard’s outreach to potential counterparties, along with Lazard’s initial impressions regarding such outreach. It was determined that there were no opportunities that were actionable at that time, and the LivePerson board of directors instructed Lazard to continue with its outreach.

On October 28, 2025, representatives of Lazard, at the direction of LivePerson management, reached out to Barclays requesting an update on SoundHound’s interest in a potential acquisition of LivePerson. Representatives of Barclays noted that their discussions with SoundHound were ongoing and that an update would soon be available.

On November 13, 2025, at LivePerson’s direction, representatives of each of Lazard and Barclays held further discussions regarding SoundHound’s interest in re-engaging in the process. On behalf of LivePerson, representatives of Lazard provided Barclays with an update on process timing.

On November 18, 2025, members of LivePerson management, together with representatives of Lazard, held a management meeting with members of SoundHound management to discuss certain preliminary diligence matters and the potential of a transaction between LivePerson and SoundHound.

On November 20, 2025, the deadline date established for written indications of interest as part of the Lazard-managed outreach effort, the LivePerson board of directors held a meeting, with members of LivePerson management and representatives of each of Lazard and Fried Frank in attendance, at which representatives of Lazard provided an update with respect to their discussions with potential counterparties. Representatives of Lazard reported to the LivePerson board of directors that no written indications of interest had yet been received, and based on discussions and feedback to date, none were expected. Lazard noted that one counterparty had provided an informal, verbal indication of interest subject to further diligence that contemplated an enterprise value significantly below the face value of LivePerson’s outstanding debt and three counterparties who had been contacted as part of the process did contact Lazard to advise Lazard specifically that they did not intend to submit a formal offer, but requested to be made aware if another credible offer was received by LivePerson. The LivePerson board of directors authorized continued outreach to potential acquirers by Lazard on behalf of LivePerson.

On November 24, 2025, at LivePerson’s direction, representatives of each of Lazard and Barclays connected to discuss the initial feedback from the management presentation held on November 18, 2025. During these discussions, representatives of Barclays noted that representatives of SoundHound had diligence requests related to the status of LivePerson’s top customers and wanted to schedule conversations with members of LivePerson management to cover this topic.

On December 18, 2025, LivePerson and SoundHound executed a new non-disclosure agreement based on a form that contemplated a potential strategic transaction (which superseded a non-disclosure agreement previously entered into by LivePerson and SoundHound in the context of commercial discussions which covered prior conversations between the parties), which included a customary mutual “standstill” provision containing a customary fallaway provision and which did not restrict SoundHound from making confidential proposals to the LivePerson board of directors to explore a potential acquisition.

On December 23, 2025, members of LivePerson management held follow-up conversations with members of SoundHound management and representatives of Barclays regarding the status of LivePerson’s commercial relationships with its top customers.

On January 1, 2026, at LivePerson’s direction, representatives of each of Lazard and Barclays held further discussions, during which Barclays noted SoundHound’s continued interest in a potential transaction with LivePerson. In accordance with LivePerson’s direction, representatives of Lazard encouraged Barclays and SoundHound to submit an updated letter of intent proposing the terms on which SoundHound would be willing to transact.

On January 9, 2026, at LivePerson’s direction, representatives of Barclays met with representatives of Lazard and noted that representatives of Barclays had spoken with Mr. Mohajer and that Mr. Mohajer explained that SoundHound was contemplating a framework for a transaction involving LivePerson including the treatment of LivePerson’s Secured

Notes. Representatives of Barclays noted during these discussions that LivePerson’s capital structure would make any potential offer complex. At LivePerson’s continued direction, representatives of Lazard had further discussions with representatives of Barclays related to exploring potential transaction structures on January 14, 2026.

On January 21, 2026, LivePerson received a new, non-binding letter of intent from SoundHound (the “January 2026 LOI”) which contemplated an acquisition of LivePerson in a transaction in which LivePerson stockholders, the Secured Holders and holders of the remaining 2026 Convertible Notes would receive consideration consisting of shares of SoundHound Common Stock, and, in the case of holders of the remaining 2026 Convertible Notes, cash. The January 2026 LOI proposed that:

•        the holders of LivePerson Common Stock would receive, for each share of LivePerson Common Stock, shares of SoundHound Common Stock at a fixed exchange ratio reflecting a value of $3.75 (which represented a 25% premium to the closing price of LivePerson Common Stock on January 20, 2026) based on a volume-weighted average price of SoundHound Common Stock over a to-be-agreed period prior to the execution of a definitive merger agreement (the “SoundHound Pre-Signing VWAP”); based on the $3.75 per share value, the LivePerson’s equityholders would receive, in the aggregate, consideration valued at approximately $48 million based on a fully diluted share count of 12.8 million LivePerson shares;

•        the holders of the remaining 2026 Convertible Notes would receive $20.1 million in cash upon closing (or such lesser amount as would then be owed to holders of 2026 Convertible Notes at the time of closing);

•        the First Lien Noteholder would receive a number of shares of SoundHound Common Stock equal to $200 million divided by the SoundHound Pre-Signing VWAP; and

•        the Second Lien Noteholders would receive a number of shares of SoundHound Common Stock equal to $90 million divided by the SoundHound Pre-Signing VWAP.

The January 2026 LOI reflected an implied enterprise value of LivePerson of $284 million, which was significantly below LivePerson’s approximately $357 million in aggregate principal amount of notes outstanding. However, crucially, the January 2026 LOI contemplated that LivePerson’s stockholders would receive value in the transaction, despite the Secured Holders receiving consideration with a value substantially below the aggregate par value, accrued interest, and applicable make-whole and redemption premia that they would otherwise be contractually entitled to receive under the terms of the Secured Notes. The January 2026 LOI indicated that SoundHound was open to discussion on reallocating the consideration among stockholders and noteholders. The January 2026 LOI also provided that SoundHound’s proposal was premised on LivePerson having at least $74 million of unrestricted cash at closing, and LivePerson agreeing to negotiate exclusively with SoundHound for a 45-day period.

On January 22, 2026, the LivePerson board of directors held a meeting, with members of LivePerson management and representatives of each of Fried Frank and Lazard in attendance, at which the LivePerson board of directors and the other attendees discussed SoundHound’s acquisition proposal contained in the January 2026 LOI, potential approaches for engaging in discussions with LivePerson’s noteholders regarding the SoundHound acquisition proposal, and potential outreach to other potential acquirors. The LivePerson board of directors and the other attendees at the meeting also discussed the competitive landscape faced by LivePerson, including threats posed to LivePerson by well-capitalized competitors, ongoing business headwinds and longer than originally anticipated timeframes required to complete the turnaround. During this meeting, representatives of Lazard noted to the LivePerson board of directors that, despite expanding the outreach to additional potential counterparties, no incremental interest regarding an acquisition of LivePerson was identified. The LivePerson board of directors authorized LivePerson management and Lazard to engage in further discussions with SoundHound regarding SoundHound’s proposal and to engage in discussions with the Secured Holders regarding such holders accepting a discount to the amounts to which they were contractually entitled under the terms of the Secured Notes in order to facilitate a potential transaction. Additionally, participants discussed that a working group of the LivePerson board of directors, consisting of the Chairman and certain other directors with relevant strategic transaction experience, would work closely with LivePerson management with respect to such discussions with the Secured Noteholders and SoundHound.

From January 23, 2026 through January 29, 2026, members of LivePerson management solicited feedback from representatives of the Secured Holders regarding a potential transaction with SoundHound. In late January 2026, representatives of Lazard assisted LivePerson management with preparing a proposed response to the January 2026 LOI that reflected feedback received from representatives of the Secured Holders regarding their current positions as

to the key economic terms. Such feedback included, among other things, that the First Lien Noteholder and Second Lien Noteholders were requesting approximately $238 million and $115 million in value, respectively. This proposed response was shared with the LivePerson board of directors on January 30, 2026, and the LivePerson board of directors subsequently expressed support for LivePerson management to move forward with progressing conversations with SoundHound by conveying the Secured Holders’ response to SoundHound’s representatives. On February 2, 2026, representatives of Lazard, at the direction of LivePerson management, shared that response with Barclays. The Secured Holders’ February 2 counterproposal, which contemplated an increase in the overall consideration being paid by SoundHound, was rejected by SoundHound; however, discussions between SoundHound and LivePerson and their respective advisors nonetheless continued into February 2026.

Also in late January 2026 and early February 2026, at the direction of the LivePerson board of directors, representatives of Lazard reached back out to the four potential counterparties referenced during the LivePerson board of directors meeting on November 20, 2025. Representatives of Lazard informed such parties of LivePerson’s receipt of an offer and inquired whether such parties intended to submit a formal bid. In response, each of the four parties declined to re-engage in further discussions or negotiations regarding a potential transaction with LivePerson. However, three of the four parties orally indicated to Lazard that, if they had elected to re-engage in discussions and negotiations at that time, their estimated offers would have been limited to amounts between approximately $150 million and $200 million, which was materially lower than both the face amount of LivePerson’s outstanding debt and the approximately $284 million enterprise value implied by SoundHound’s proposal in the January 2026 LOI.

Throughout February 2026, members of LivePerson management and representatives of each of Lazard, with input and direction from the LivePerson board of directors and representatives of the Secured Holders, continued to engage in discussions and negotiations with members of SoundHound management and representatives of Barclays regarding the economic and other key terms of the proposed transaction, including the proposed utilization of a pricing collar to address recent market volatility and the potentially dilutive impacts to SoundHound of a stock-for-stock merger transaction. Members of the working group of the LivePerson board of directors were updated by LivePerson management throughout the course of these discussions.

On February 24, 2026, LivePerson management, with input from members of the LivePerson board of directors, reached a tentative framework with representatives of the Secured Holders regarding the allocation of the transaction consideration under the terms of the January 2026 LOI that would be paid to LivePerson’s stockholders and the Secured Holders (the “February 2026 Terms”). The February 2026 Terms were based on a total enterprise value of LivePerson of $284 million (consistent with the January 2026 LOI) and included approximately (i) $200 million in SoundHound Common Stock payable to the First Lien Noteholder (consistent with the January 2026 LOI), (ii) $95 million in SoundHound Common Stock payable to the Second Lien Noteholders (versus $90 million under the January 2026 LOI) and (iii) value in the form of SoundHound Common Stock being issued to LivePerson stockholders that would reflect a premium of no more than 20% to the market price of LivePerson Common Stock immediately prior to the announcement of the potential transaction, which at the time was approximately $43 million (versus approximately $48 million of value implied by the terms of the January 2026 LOI).

On February 27, 2026, Mr. Sabino and Mr. Collins had a discussion with members of SoundHound management, during which SoundHound management acknowledged that they were committed to working on a counter proposal that included a collar mechanism.

On March 3, 2026, Mr. Kelley proposed to Mr. Collins revisions to the January 2026 LOI that would provide that (i) the number of shares of SoundHound Common Stock issued to LivePerson stockholders and the Secured Holders as consideration in the transactions would be calculated based on a volume-weighted average price of the SoundHound Common Stock over a ten trading day period ending three calendar days prior to closing, subject to a fixed price collar to be mutually agreed at signing of the definitive documentation and (ii) that SoundHound would have the option to substitute cash for all or any portion of the SoundHound Common Stock otherwise issuable to the Secured Holders.

On March 4, 2026, the LivePerson board of directors held a meeting, with members of LivePerson management as well as representatives of each of Fried Frank and Lazard in attendance, to discuss and review the status of the negotiations with SoundHound and seek approval from the LivePerson board of directors to execute a letter of intent with SoundHound on the terms and conditions then proposed. The LivePerson board of directors and its advisors discussed and considered, among other things, the substantial outreach process that had been conducted to date and the failure of other potential counterparties to provide a proposal superior to the January 2026 LOI or the currently proposed terms. Following such discussion, the LivePerson board of directors authorized LivePerson management to

finalize the terms of, and execute, a letter of intent with SoundHound on terms discussed with the LivePerson board of directors at the meeting. Following this meeting, on March 4, 2026, representatives of Lazard, at the direction of the LivePerson board of directors, sent a revised draft of the January 2026 LOI (the “March 4th LOI”) to SoundHound. The March 4th LOI reflected an implied enterprise value of LivePerson of $284 million (consistent with the January 2026 LOI) and provided that LivePerson stockholders would receive SoundHound Common Stock with an aggregate value of $43 million based on a volume-weighted average price of the SoundHound Common Stock over a to-be-agreed period prior to closing, subject to a 25% symmetrical pricing collar with respect to the shares of SoundHound Common Stock (but also provided SoundHound the ability to pay cash to LivePerson stockholders in lieu of issuing shares of SoundHound Common Stock, based on communications between representatives of SoundHound and LivePerson management in early March 2024), the holders of the remaining 2026 Convertible Notes would receive $20.1 million in cash upon closing (or such lesser amount as would then be owed to holders of 2026 Convertible Notes at the time of closing) (consistent with the January 2026 LOI), the Second Lien Noteholders would receive consideration based on a fixed value of $95 million (consistent with the February 2026 Terms), and the First Lien Noteholder would receive $200 million of consideration (consistent with the January 2026 LOI and February 2026 Terms). The March 4th LOI proposed that any cash consideration payable to the LivePerson stockholders and the Secured Holders would be allocated proportionately among such security holders, as well as a shortened exclusivity period of 30 days. The March 4th LOI further provided that the economic terms therein were premised on LivePerson having at least $74 million of unrestricted cash at closing.

On March 6, 2026, Mr. Sabino held a meeting with members of the aforementioned working group of the LivePerson board of directors, at which representatives of each of Lazard and Fried Frank were in attendance. At the meeting, Mr. Sabino reported that, in late February 2026, Mr. Sabino was contacted by a representative of a financial sponsor, who indicated that one of the financial sponsor’s portfolio companies could be interested in exploring the possibility of a business combination transaction with LivePerson. Representatives of Lazard discussed with the working group that, in light of the relative sizes of the portfolio company and LivePerson, it would be unlikely that the portfolio company would be a viable acquiror of LivePerson. No written indication of interest was ever received from either the financial sponsor or the portfolio company prior to, or following, such meeting. The members of the working group, members of LivePerson management and representatives of Lazard and Fried Frank also discussed the significant work that had been done by members of LivePerson management to negotiate a transaction with terms acceptable to the Secured Holders that would allow LivePerson stockholders to receive consideration in a sale of LivePerson to SoundHound based on the Secured Holders taking a significant discount to the amounts to which they were contractually entitled under the terms of the Secured Notes, SoundHound’s position that it would not proceed toward a transaction absent LivePerson agreeing to negotiate exclusively with SoundHound, the fact that the sponsor and portfolio company had done no diligence on LivePerson, and the low likelihood that the portfolio company would be able to negotiate a transaction on terms that would be more favorable to LivePerson stockholders than the proposed transaction with SoundHound and that would otherwise be acceptable to the Secured Holders. After discussions with LivePerson management and representatives of each of Lazard and Fried Frank, the working group determined that it was in the best interest of LivePerson and its stockholders to continue to pursue a transaction with SoundHound and not engage in further discussions with the financial sponsor or its portfolio company. Following this discussion, Mr. Sabino sent an update to the full LivePerson board of directors summarizing the matters discussed with the working group.

Also on March 6, 2026, representatives of Barclays sent to Lazard a revised draft of the March 4th LOI (the “March 6th LOI”) with terms revised to reflect, among other things, that the measurement period for purposes of determining the volume-weighted average price of SoundHound Common Stock would be ten trading days ending on the third trading day prior to closing, subject to the above referenced 25% symmetrical collar; additional flexibility for SoundHound to substitute cash in lieu of equity as payment for the consideration to LivePerson stockholders and the Secured Holders; automatic extensions of the exclusivity period, subject to continued negotiation of the definitive agreements by the parties at the time of extension and neither party having notified the other in advance of its intent to terminate exclusivity; and specifying that SoundHound retained the right, prior to signing of definitive agreements, to reduce the consideration on a dollar-for-dollar basis if, following SoundHound’s comprehensive due diligence review, SoundHound determined that the amount of expected cash on LivePerson’s balance sheet at closing would be below $74 million.

On March 8, 2026, at the direction of LivePerson management and with the approval of LivePerson’s board of directors, representatives of Lazard sent Barclays a revised draft of the March 6th LOI (the “March 8th LOI”). The March 8th LOI, contemplated, among other things, (i) that the $74 million minimum cash threshold would be reduced by the amount of cash used by LivePerson to repurchase any 2026 Convertible Notes prior to closing; (ii) that any

discount to par captured by any repurchase of the 2026 Convertible Notes, as well as the amount of cash, if any, in excess of such minimum cash threshold, would increase the consideration payable to the Second Lien Noteholders; (iii) that the First Lien Noteholder would be paid the accrued and unpaid interest in cash at the closing; and (iv) that the price of SoundHound Common Stock for purposes of determining the equity consideration would be subject to a collar mechanism.

On March 9, 2026, representatives of Barclays sent to Lazard a revised draft of the March 8th LOI (the “March 9th LOI”), which, among other things, proposed that SoundHound could only elect to pay up to 50% of the aggregate consideration contemplated by the March 9th LOI in cash, rather than equity, in the event SoundHound’s stock price exceeded the high end of the pricing collar and a 30-day exclusivity period with automatic extensions of the exclusivity period so long as LivePerson and SoundHound were in continued discussion on the terms of the definitive agreements and neither party had notified the other in advance of its intent to terminate exclusivity. Members of LivePerson management provided an update to, and solicited feedback from, the LivePerson board of directors regarding the March 9th LOI. Following discussions with representatives of each of Fried Frank and Lazard, LivePerson management concluded that seeking to further negotiate the letter of intent with SoundHound risked jeopardizing SoundHound’s interest in the transaction, and, with the support and approval of the LivePerson board of directors, later that day, SoundHound and LivePerson executed the March 9th LOI. Over the course of the negotiations concerning the March 9th LOI, members of LivePerson’s management and its advisors provided periodic updates to the representatives of the Secured Holders.

On March 16, 2026, LivePerson granted SoundHound and its advisors access to an electronic data room that was prepared by LivePerson and its advisors. From March 16, 2026, through April 20, 2026, SoundHound and its advisors conducted extensive financial, business and legal due diligence of LivePerson, with specific focus in financial diligence on turnover in LivePerson’s customer base and LivePerson management’s monthly cash projections. SoundHound and its outside advisors held a series of due diligence discussions with various members of the LivePerson management team and LivePerson’s outside advisors in attendance.

On March 17, 2026, representatives of Latham sent an initial draft of the Merger Agreement (the “March 17 Merger Agreement”) to Fried Frank. The March 17 Merger Agreement contained terms consistent with the March 9th LOI and contemplated, among other things, (i) LivePerson stockholders would receive SoundHound Common Stock with an aggregate value of $43 million based on a volume-weighted average price of the SoundHound Common Stock for the ten trading days ending on the third trading day prior to closing, subject to a 25% symmetrical pricing collar with respect to the shares of SoundHound Common Stock, (ii) a closing condition and covenant that would require the full redemption of all outstanding 2026 Convertible Notes prior to closing and (iii) a termination fee equal to 4% of LivePerson’s enterprise value based on the transaction payable under certain circumstances, including in the event the Notes Restructuring Agreement was terminated for any reason other than primarily due to SoundHound’s material breach thereof or in the event the Notes Restructuring Transactions failed to be consummated by the outside date (such termination fee triggers related to the Notes Restructuring Agreement, the “Notes Restructuring Termination Fee Triggers”). The March 17 Merger Agreement reserved SoundHound’s right to revisit the economic terms contemplated therein subject to the completion of SoundHound’s financial due diligence.

On March 20, 2026, representatives of Latham sent an initial draft of the Notes Restructuring Agreement (the “March 20 Notes Restructuring Agreement”) to Fried Frank, and Fried Frank subsequently distributed such draft to Akin Gump Strauss Hauer & Feld LLP (“Akin Gump”), counsel to the First Lien Noteholder, and Gibson, Dunn & Crutcher LLP (“Gibson Dunn”), counsel to the Second Lien Noteholders. The March 20 Notes Restructuring Agreement contemplated, among other things (i) that the Notes Restructuring Agreement would automatically terminate upon any termination of the Merger Agreement, (ii) a release of pre-closing claims against LivePerson and SoundHound by the Secured Holders, (iii) a standstill provision applicable to the Secured Holder’s ownership of SoundHound shares, (iv) an obligation on the part of the Secured Holders to vote any LivePerson shares they hold in favor of the transaction contemplated by the Merger Agreement and against any actions that may impede or delay the Merger and (iv) a restriction on the Secured Holders transferring Secured Notes, or obtaining a short position in SoundHound, prior to closing of the transactions contemplated by the Merger Agreement and the Notes Restructuring Agreement.

On March 23, 2026, representatives of Fried Frank reviewed and discussed with members of LivePerson management certain key provisions mentioned above in the March 17 Merger Agreement, including, among other things, (i) SoundHound’s ongoing reservations regarding key economic terms until the completion of SoundHound’s financial due diligence and (ii) the termination fee and the circumstances under which such termination fee would be payable, including upon the occurrence of any Notes Restructuring Termination Fee Trigger. Members of LivePerson

management provided an update to, and solicited feedback from, members of the LivePerson board of directors regarding the March 17 Merger Agreement. The LivePerson board of directors then instructed LivePerson management to work with Fried Frank to prepare a revised draft of the Merger Agreement. Following such discussion, LivePerson management directed Fried Frank to prepare and send a revised draft of the Merger Agreement back to Latham, which included, among other revisions, a termination fee equal to 4% of LivePerson’s equity value based on the transaction and the removal of the closing condition and covenant requiring pre-closing redemption of the 2026 Convertible Notes. On March 27, 2026, representatives of Fried Frank sent to Latham a revised draft of the Merger Agreement containing, among other things, such revised terms.

In late March 2026, representatives of Lazard communicated to LivePerson management and members of the LivePerson board of directors that it is not Lazard’s practice to provide to a board an opinion with respect to the fairness to a company’s stockholders of the consideration such stockholders would receive in a transaction in which secured debtholders receive less than full repayment of their secured debt. Representatives of Lazard communicated to the LivePerson board of directors and LivePerson management that this was not a lack of endorsement for the potential transaction with SoundHound. Following discussions among LivePerson management, members of the LivePerson board of directors and Fried Frank, the LivePerson board of directors directed LivePerson management to contact other potential financial advisors, including Houlihan Lokey, who acted as financial advisor to the Ad Hoc Group in connection with the Second Lien Notes Exchange. Following discussions between members of LivePerson management and representatives of Houlihan Lokey, the LivePerson board of directors determined that Houlihan Lokey was no longer actively engaged by the Ad Hoc Group or other debtholders and that Houlihan Lokey’s potential engagement to provide a fairness opinion would not create a conflict of interest. The LivePerson board of directors then determined to engage Houlihan Lokey as an additional financial advisor to LivePerson in light of its familiarity with LivePerson’s business and capital structure as a result of Houlihan Lokey’s prior representation of the Ad Hoc Group in connection with the Second Lien Notes Exchange and Houlihan Lokey’s reputation as a financial advisor. The LivePerson board of directors believed that, given Houlihan Lokey’s extensive experience with LivePerson’s capital structure, such arrangement could be completed quickly. On April 15, 2026, LivePerson and Houlihan Lokey entered into a formal engagement letter.

From March 20, 2026 to April 1, 2026, representatives of Fried Frank held discussions with representatives of each of Akin Gump and Gibson Dunn regarding the March 20 Notes Restructuring Agreement, and Fried Frank consolidated comments on the draft to reflect the comments communicated by Akin Gump and Gibson Dunn on behalf of the Secured Holders. On April 1, 2026, Fried Frank sent to Latham a revised draft of the Notes Restructuring Agreement, which reflected the Secured Holders’ comments, including, among other things, the deletion of the standstill provision and the addition of a termination right on the part of the First Lien Noteholder in the event of a failure by LivePerson to pay any required principal or interest on the First Lien Secured Notes in accordance with the applicable indenture during the pre-closing period (“First Lien Holder Termination Right”).

On April 1, 2026, members of LivePerson management informed members of SoundHound management that a large LivePerson customer had recently sent in a notice of non-renewal of its contract with LivePerson and discussed the impact of the non-renewal to LivePerson’s business. Members of SoundHound management indicated they would have additional due diligence requests as a result of the non-renewal.

On April 2, 2026, representatives of Latham sent Fried Frank a revised draft of the Merger Agreement (the “April 2 Merger Agreement”), which reflected, among other revisions, (i) a proposed termination fee equal to 4% of LivePerson’s enterprise value based on the transaction payable under certain circumstances, including in the Notes Restructuring Termination Fee Triggers and (ii) a proposed covenant (and not a closing condition) that would require LivePerson to repurchase all of the outstanding 2026 Convertible Notes prior to closing for an amount not to exceed the par value of those notes. The April 2 Merger Agreement continued to reserve SoundHound’s right to revisit the economic terms contemplated therein subject to the completion of SoundHound’s financial due diligence.

Between April 4, 2026 and April 6, 2026, representatives from Fried Frank reviewed and discussed with LivePerson management the key changes and open points in the April 2 Merger Agreement, including, among other things, the termination fee and the Notes Restructuring Termination Fee Triggers and SoundHound’s ongoing reservations regarding key economic terms until it completed its financial due diligence. Members of LivePerson management provided an update to, and solicited feedback from, members of the LivePerson board of directors regarding the April 2 Merger Agreement and the Notes Restructuring Agreement. The LivePerson board of directors instructed LivePerson management to continue negotiating the Merger Agreement and the Notes Restructuring Agreement on terms and conditions consistent with LivePerson management’s recommendations and those of LivePerson’s advisors.

On April 5, 2026, representatives of Latham sent a revised draft of the Notes Restructuring Agreement to Fried Frank, Akin Gump and Gibson Dunn, which included, among other things, (i) the reinsertion of a standstill provision, (ii) the deletion of the First Lien Holder Termination Right and (iii) a note to discuss the First Lien Noteholder’s entry into a voting and support agreement in light of its large post-closing equity ownership in SoundHound.

On April 6, 2026, representatives of Fried Frank sent a revised draft of the Merger Agreement to representatives of Latham, which included, among other things, the deletion of the Notes Restructuring Termination Fee Triggers and revisions to the covenant regarding pre-closing redemption of the 2026 Convertible Notes providing that LivePerson’s obligation would be to use reasonable best efforts to repurchase the 2026 Convertible Notes prior to closing for an amount not to exceed the par value of those notes.

On April 7, 2026, and April 8, 2026, representatives of Fried Frank, Akin Gump, Gibson Dunn and Latham attended calls to discuss outstanding issues raised in the most recent draft of the Notes Restructuring Agreement, including (i) the reinsertion of a standstill provision and (ii) the deletion of the First Lien Holder Termination Right.

On April 9, 2026, representatives of Latham sent to Fried Frank a revised draft of the Merger Agreement (the “April 9 Merger Agreement”), which reflected, among other revisions, a proposed termination fee equal to 3.5% of LivePerson’s enterprise value based on the transaction payable under certain circumstances, including the Notes Restructuring Termination Fee Triggers. The April 9 Merger Agreement continued to reserve SoundHound’s right to revisit the economic terms contemplated therein subject to the completion of SoundHound’s financial due diligence.

On April 10, 2026, representatives of Fried Frank sent the April 9 Merger Agreement to Akin Gump and to Gibson Dunn and would circulate subsequent drafts periodically to the Secured Holders’ counsel. Following receipt of the April 9 Merger Agreement, representatives of Fried Frank and members of LivePerson management discussed the key terms and open issues in the draft, including the termination fee and the Notes Restructuring Termination Fee Triggers. Members of LivePerson management provided an update to, and solicited feedback from, members of the LivePerson board of directors regarding the April 9 Merger Agreement and the Notes Restructuring Agreement. The LivePerson board of directors then instructed LivePerson management to continue negotiating the Merger Agreement and the Notes Restucturing Agreement.

On April 11, 2026, representatives of Fried Frank sent a revised draft of the Notes Restructuring Agreement to Latham, reflecting comments of the Secured Holders that had been communicated to Fried Frank by Akin Gump and Gibson Dunn, including, among other revisions, the deletion of the requirement that the First Lien Noteholder enter a voting and support agreement and the standstill, and the reinsertion of the First Lien Termination Right. The April 11, 2026 draft of the Notes Restructuring Agreement further included an additional termination right in favor of the First Lien Noteholder whereby it would be entitled to terminate the Notes Restructuring Agreement if LivePerson breached a covenant in the indenture governing the First Lien Secured Notes requiring LivePerson to maintain at least $60 million of qualified cash at all times, subject to SoundHound being entitled to cure any such breach.

On April 14, 2026, following further discussions between representatives of Fried Frank and LivePerson management regarding the April 9 Merger Agreement, Fried Frank sent to Latham a revised draft of the Merger Agreement, which included a termination fee equal to 2% of LivePerson’s enterprise value based on the transaction and the deletion of the Notes Restructuring Termination Fee Triggers.

Also on April 14, 2026, LivePerson uploaded materials to the electronic data room reflecting LivePerson customer attrition in the first fiscal quarter of 2026 at levels higher than were forecasted in the diligence materials previously provided to SoundHound. Following SoundHound’s review of such diligence materials and the earlier notification of the non-renewal by a large LivePerson customer, on April 14, 2026, representatives of Barclays communicated to representatives of Lazard proposed changes to key economic terms of the transactions as compared to the terms in the March 9th LOI (the “Revised Offer Terms”). The Revised Offer Terms included: (i) a proposed reduction to LivePerson’s enterprise value for the transaction, from $284 million to $250 million; (ii) a collar with a range of $7 per share to $12 per share, rather than the symmetrical 25% collar, and (iii) a dollar-for-dollar reduction in the overall consideration payable by SoundHound in the transactions if LivePerson had less than $74 million of cash and cash equivalents on its balance sheet at closing (less the amount of cash used by LivePerson to repurchase and retire its remaining 2026 Convertible Notes and after giving effect to certain transaction expenses of LivePerson). Between April 15 and April 16, 2026, members of LivePerson management provided an update to, and solicited feedback from, members of the LivePerson board of directors regarding the Revised Offer Terms. Following the receipt of feedback

On April 21, 2026, representatives of Fried Frank sent to Latham, Akin Gump and Gibson Dunn a revised draft of the Merger Agreement, which included, among other things, (i) a modification to the specified cash target at Closing providing that, if the Closing occurs in July, such target will be $71 million rather than $74 million, and (ii) a reduction to the expense reimbursement cap from $4 million to $3.75 million.

Also on April 21, 2026, representatives of Latham sent to representatives of Fried Frank, Akin Gump and Gibson Dunn, a revised draft of the Notes Restructuring Agreement, reflecting input from further discussions with representatives of Fried Frank, Akin Gump and Gibson Dunn.

Throughout the early morning of April 21, 2026, each of the parties worked to finalize the Merger Agreement and Notes Restructuring Agreement and exchanged additional drafts. Once the drafts were substantially finalized, the Merger Agreement was revised to reflect aggregate consideration payable by SoundHound to the LivePerson stockholders of $42,784,532.64 based on the closing price of a share of LivePerson Common Stock as of April 20, 2026, consistent with the requirement of the Secured Holders that the stated value of the consideration to LivePerson stockholders not reflect a premium to the pre-signing market price of LivePerson Common Stock. The $215,467.36 difference was reallocated to the Secured Holders, and the Merger Agreement and the Notes Restructuring Agreement were finalized on the terms and conditions described throughout this proxy statement/prospectus.

In the morning of April 21, 2026, the LivePerson board of directors held a meeting with members of LivePerson’s management as well as representatives of each of Fried Frank, Lazard and Houlihan Lokey in attendance. The LivePerson board of directors was informed that the deal terms and the transaction documents had, subject to LivePerson board of directors’ approval, been finalized among LivePerson, SoundHound, and the Secured Holders. Representatives of Fried Frank reviewed and discussed the LivePerson board of directors’ fiduciary duties under Delaware law, and an overview of the key terms of the Merger Agreement and the Notes Restructuring Agreement. A representative of Houlihan Lokey reviewed Houlihan Lokey’s financial analysis with respect to LivePerson and the proposed transaction and then, at the request of the LivePerson board of directors, delivered Houlihan Lokey’s oral opinion to the LivePerson board of directors (which was subsequently confirmed in writing) to the effect that, as of April 21, 2026, and based upon and subject to the assumptions, qualifications, limitations and other mattes considered in connection with the preparation of such opinion, the consideration to be received by the holders of LivePerson Common Stock in the merger for their shares of LivePerson Common Stock was fair, from a financial point of view, to such holders (solely in their capacity as holders of LivePerson Common Stock). The LivePerson board of directors discussed the reasons for the merger, including those reasons discussed in “— Recommendation of the LivePerson Board of Directors; LivePerson’s Reasons for the Merger.”

Following discussion, the LivePerson board of directors unanimously (i) approved and declared advisable the Merger Agreement and the Notes Restructuring Agreement and the transactions contemplated thereby, including the Merger, (ii) determined that it is in the best interests of LivePerson and its stockholders for LivePerson to enter into the Merger Agreement and the Notes Restructuring Agreement, (iii) directed that the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger, be submitted to the LivePerson stockholders for their consideration, adoption, and approval, and (iv) resolved to recommend that the LivePerson stockholders vote to adopt the Merger Agreement. The Merger Agreement and the Notes Restructuring Agreement were executed on April 21, 2026, and LivePerson and SoundHound issued a joint press release announcing the transactions prior to the opening of trading on Nasdaq on April 21, 2026.

SoundHound’s Reasons for the Merger

In reaching its decision to approve the Merger Agreement and the transactions contemplated thereby, the SoundHound board of directors and SoundHound’s management, in consultation with SoundHound’s legal and financial advisors, considered a number of factors, including the following factors:

•        the view that the transaction will expand the combined customer base and diversify vertical exposure by bringing together two complementary enterprise footprints, deepening SoundHound’s presence in core verticals (including financial services, telecommunications, and healthcare) while extending reach into additional verticals (including travel, hospitality, and retail);

•        the view that the transaction will drive upsell and cross-sell opportunities by offering SoundHound’s voice AI to LivePerson’s digital customers, a capability frequently requested by LivePerson’s customer base;

•        the view that the transaction will strengthen the combined business by leveraging SoundHound’s balance sheet, engineering scale, and AI innovation to reinforce long-term financial stability, accelerate platform modernization initiatives already underway, and sustain continued AI innovation to meet evolving enterprise needs;

•        the view that the transaction will build a durable data advantage by combining SoundHound’s billions of annual voice interactions with LivePerson’s roughly one billion digital messages per month to create a combined data foundation of tens of billions of customer interactions annually, improving model performance, orchestration, and enterprise-grade automation outcomes;

•        the expectation that the combined company will create additional growth opportunities by leveraging the strengths of each business, which is expected to create long-term stockholder value;

•        the cultural synergies between the two companies;

•        the view that the terms and conditions of the Merger Agreement and the transactions contemplated therein, including the representations, warranties, covenants, Closing conditions and termination provisions, are comprehensive and favorable to completing the proposed transactions;

•        the fact that the Merger Agreement places limitations on LivePerson’s ability to seek an Acquisition Proposal and requires LivePerson to pay the termination fee if SoundHound or LivePerson terminates the Merger Agreement under certain circumstances, including if LivePerson enters into an agreement or consummates an Acquisition Proposal within a certain time period;

•        the expectation that the conditions to the consummation of the Merger will be satisfied on a timely basis;

•        the amount and form of consideration to be paid in the transaction;

•        current financial market conditions and the current and historical market prices and volatility of, and trading information with respect to, SoundHound Common Stock and LivePerson Common Stock;

•        the SoundHound board of directors’ and SoundHound management’s familiarity with the business operations, strategy, earnings and prospects of each of SoundHound and LivePerson and the scope and results of the due diligence investigation of LivePerson conducted by SoundHound; and

•        LivePerson management’s endorsement of the Merger and LivePerson board of directors’ unanimous recommendation in favor of the Merger.

Recommendation of the LivePerson Board of Directors; LivePerson’s Reasons for the Merger

At a meeting held on April 21, 2026, the LivePerson board unanimously (i) approved and declared advisable the Merger Agreement and the Notes Restructuring Agreement and the transactions contemplated thereby, including the Merger, (ii) determined that it is in the best interests of LivePerson and its stockholders for LivePerson to enter into the Merger Agreement and the Notes Restructuring Agreement, (iii) directed that the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger, be submitted to the LivePerson stockholders for their consideration, adoption, and approval, and (iv) resolved to recommend that the LivePerson stockholders vote to adopt the Merger Agreement. The LivePerson board unanimously recommends that LivePerson stockholders vote “FOR” the merger proposal, “FOR” the non-binding compensation advisory proposal and “FOR” the adjournment proposal.

In evaluating the Merger Agreement, the Notes Restructuring Agreement, and the transactions contemplated by those agreements, the LivePerson board of directors consulted with LivePerson’s senior management, financial advisors, and outside counsel. The LivePerson board of directors determined that entering into the Merger Agreement the Notes Restructuring Agreement provided the best alternative for maximizing stockholder value reasonably available to LivePerson, including when compared to continuing to operate LivePerson on a standalone basis.

In recommending that LivePerson stockholders vote their shares of LivePerson Common Stock to approve and adopt the Merger Agreement, the LivePerson board of directors also considered a number of factors, including the following factors (not necessarily in order of relative importance) that the LivePerson board of directors viewed as generally positive or favorable to its determination, approval and related recommendation:

Attractive Value to LivePerson Stockholders.    The LivePerson board of directors considered that, under the circumstances, the LivePerson stockholders would be receiving attractive value in the Merger, supported by the fact that:

•        the LivePerson stockholders would be receiving consideration in the Merger notwithstanding that the aggregate consideration payable by SoundHound in the transaction is substantially less than the approximately $350 million of estimated net debt of LivePerson at closing (assuming the Merger closes on June 30, 2026 and after taking into account the aggregate par value, accrued interest, and applicable make-whole and redemption premia that would otherwise be contractually payable at closing under the terms of LivePerson’s outstanding debt, and Live Person’s expected cash at closing)

•        under the Notes Restructuring Agreement, the Secured Holders will be receiving consideration with a value substantially below the aggregate par value, accrued interest, and applicable make-whole and redemption premia which they would otherwise be contractually entitled to receive at closing under the terms of their notes;

•        the merger consideration payable to LivePerson equityholders of approximately $43 million, or approximately $3.33 per share of LivePerson Common Stock (assuming LivePerson’s achievement of the target closing cash level specified in the merger agreement) represented a premium of approximately 22% to volume-weighted average price of the shares LivePerson Common Stock over the 30 days ending on the date of the LivePerson board of directors’ approval of the merger agreement;

•        the stock consideration offers LivePerson stockholders the opportunity to participate in any potential value accretion of the SoundHound Common Stock;

•        the shares of SoundHound Common Stock to be issued in the merger to LivePerson stockholders will be registered and freely tradeable when issued, allowing LivePerson stockholders to attain substantially immediate liquidity should any LivePerson stockholder choose not to retain its shares of SoundHound Common Stock; and

•        no other alternatives were reasonably likely in the near term to create greater value for LivePerson stockholders than the Merger, taking into account business, competitive, industry and market risks.

LivePerson’s Business, Financial Condition and Prospects.    The LivePerson board of directors also considered the risks of continuing to operate as a standalone business in light of LivePerson’s current and historical financial condition, results of operations, business, competitive position, and future prospects, including:

•        the significant debt burden to which LivePerson is subject, including that, if the proposed transactions are not completed, LivePerson may not have sufficient capital to satisfy its debt obligations;

•        the increasing competition in the AI-powered customer engagement and conversational AI markets, including from competitors with substantial competitive advantages, including significantly larger financial, marketing, resource and development budgets, access to larger customer bases, larger and more established marketing and distribution relationships, and more diverse product and service offerings;

•        the customer attrition experienced by LivePerson in recent years and reductions in net revenue retention, leading to significant year-over-year revenue declines in 2023, 2024, and 2025;

•        LivePerson’s ongoing strategic business plans and the execution risks associated therewith, and uncertainty of future revenue growth and return-to-profitability timelines;

•        the risk that LivePerson’s stock price may continue to decline in the foreseeable future if LivePerson continues to operate on a standalone basis; and

•        the risk that a further degradation of LivePerson’s business and financial results may result in the delisting of LivePerson Common Stock from the Nasdaq Global Select Market, which would force LivePerson to offer to repurchase all of LivePerson’s outstanding debt securities, and, given its substantial indebtedness, may eventually lead to a voluntary or involuntary filing for protection under the Bankruptcy Code.

Benefits of a Combined Company.    The belief of the LivePerson board of directors that the combined company resulting from a merger of SoundHound and LivePerson would be well positioned to achieve future free cash flow growth and generate superior returns for LivePerson’s former stockholders and benefits to customers and partners, as a result of the benefits of (1) integrating SoundHound’s voice and agentic AI platform with LivePerson’s digital engagement capabilities to expand product offerings and offer customers a combined platform with a single, end-to-end integrated solution for managing the full lifecycle of customer conversations across both voice and digital channels; and (2) leveraging the combined capabilities of SoundHound and LivePerson to strengthen model performance, orchestration, and enterprise-grade automation outcomes.

Interactions with Other Potentially Interested Counterparties.    The LivePerson board of directors also considered that, from September 2025 to January 2026, the LivePerson board of directors conducted a comprehensive review of strategic alternatives to maximize shareholder value. As part of that process, LivePerson engaged in discussions with a variety of parties that initially expressed interest in a potential transaction and, in consultation with Lazard, subsequently contacted representatives of 66 potential counterparties and executed confidentiality agreements with 17 of those counterparties, and no potentially interested party other than SoundHound submitted an offer or indication of interest. The LivePerson board of directors believed that, given the outcome of its broad outreach and public and private strategic review process, it was unlikely that an alternative bidder would consummate a transaction on superior terms and provide LivePerson stockholders with more valuable consideration than provided in connection with the Merger.

Negotiation Process.    The LivePerson board of directors considered the fact that the terms of the Merger, including the merger consideration, were the result of robust, arm’s length negotiations conducted by LivePerson at the direction of the LivePerson board of directors, and with the assistance of independent financial advisors and outside legal counsel. The LivePerson board of directors believed that the merger consideration represented the best value that LivePerson could reasonably obtain from SoundHound for the shares of LivePerson Common Stock, taking into account (i) SoundHound’s statements, including that the value of the merger consideration payable under the final terms of the Merger Agreement and the Notes Restructuring Agreement was SoundHound’s final offer following due diligence and assessment of business strength; (ii) the LivePerson board of directors’ assessment, after consultation with its financial advisors, that other parties did not have any interest in acquiring LivePerson at a higher price or on terms that would be acceptable to the Secured Holders, which acceptance would be required to facilitate an acquisition of LivePerson; and (iii) the LivePerson board of directors’ familiarity with the business, operations, prospects, business strategy, assets, liabilities, and general financial condition of LivePerson on a historical and prospective basis and its assessment of associated risks, including execution risks with respect to LivePerson’s business plan and growth targets. The LivePerson board of directors believed, after consultation with representatives of Lazard, that further negotiations would have created a risk of causing SoundHound to abandon the proposed transaction altogether or materially delaying the entry into definitive transaction agreements with respect to the proposed transaction, that it was unlikely that any other potential acquiror would be willing and able to acquire LivePerson at a price in excess of the merger consideration, even if LivePerson were to conduct additional outreach, and that it was unlikely that any other potential counterparties would be willing and able to consummate a transaction with LivePerson that the LivePerson of directors would view as more value-maximizing for LivePerson stockholders than the Merger.

Support of the Holders of LivePerson’s Secured Debt.    The LivePerson board of directors considered the fact that, under the Notes Restructuring Agreement, the Secured Holders agreed to exchange their notes for SoundHound shares at a value reflecting a substantial discount to the aggregate par value, accrued interest, and applicable make-whole and redemption premia that would that they would otherwise be contractually entitled to receive at closing under the terms of their notes — representing a significant economic concession made by such holders in order to facilitate a transaction with SoundHound that preserves value for LivePerson stockholders. Given LivePerson’s valuation and substantial debt, no strategic transaction that allows LivePerson stockholders to receive any value for their shares may have been possible without such material noteholder concessions.

Opinion of LivePerson’s Financial Advisor.    The LivePerson board of directors considered the oral opinion of Houlihan Lokey, subsequently confirmed in Houlihan Lokey’s written opinion dated April 21, 2026, to the LivePerson board of directors, as to, as of such date, the fairness, from a financial point of view, to the holders of LivePerson Common Stock (solely in their capacity as holders of LivePerson Common Stock) of the consideration to be received by such holders for their shares of LivePerson Common Stock in the Merger pursuant to the Merger Agreement,

which opinion was based on and subject to various assumptions made, procedures followed, qualifications, limitations, conditions and other matters considered, as more fully described below in the section titled “— Opinion of LivePerson’s Financial Advisor”; and

Timing and Likelihood of Completion.    The LivePerson board of directors considered the timing and likelihood that the Merger would be consummated based upon, among other things:

•        the limited conditions to SoundHound’s obligation to consummate the Merger as provided in the Merger Agreement;

•        the absence of anticipated substantive issues in connection with obtaining required regulatory clearances in certain jurisdictions; and

•        the business, reputation, capabilities and financial condition of SoundHound.

Other Terms of the Merger Agreement.    The LivePerson board of directors reviewed and considered the terms of the Merger Agreement, taken as a whole, including:

•        the ability of the LivePerson board of directors to furnish information to, and conduct negotiations with, third parties in certain circumstances, and to terminate the Merger Agreement to accept a Superior Proposal upon payment of a termination fee of $5 million plus reimbursement of SoundHound’s transaction expenses, under the circumstances specified in the Merger Agreement;

•        the parties’ representations, warranties and covenants, and the circumstances under which the Merger Agreement may be terminated; and

•        that the terms of the Merger Agreement provide LivePerson with sufficient operating flexibility to conduct its business in the ordinary course until the earlier of the consummation of the Merger or the termination of the Merger Agreement.

The LivePerson board of directors also considered a number of uncertainties, risks and factors it deemed generally negative or unfavorable in making its determination, approval and related recommendation, including the following (not necessarily in order of relative importance):

Potential Reduction of Closing Merger Consideration.    The risks that:

•        the price per share of the SoundHound Common Stock prior to closing and utilized for the determination of the merger consideration falls outside of the collar provision applicable to the SoundHound Closing Stock Price and the LivePerson Stockholders either receive fewer shares of SoundHound Common Stock as consideration than they would otherwise be entitled to in the absence of the collar or do not benefit from increases in the price per share of the SoundHound Common Stock to which they would otherwise be entitled in the absence of the collar; and/or

•        LivePerson’s cash and cash equivalents on its balance sheet at the pre-closing testing date may be less than the required minimum cash requirement set forth in the Merger Agreement, which will reduce the merger consideration payable to the LivePerson stockholders.

No Appraisal Rights.    The fact that LivePerson stockholders will not be entitled to appraisal or dissenters’ rights in connection with the Merger.

Interim Operating Covenants.    The restrictions placed on the conduct of LivePerson’s business prior to the completion of the Merger pursuant to the terms of the Merger Agreement, which, despite providing sufficient flexibility for LivePerson to operate its business in the ordinary course, could delay or prevent LivePerson from undertaking business opportunities that may arise or any other action it would otherwise take with respect to the operations of the LivePerson absent the pending completion of the Merger;

Risks Associated with the Pendency of the Merger.    The risks and contingencies relating to the announcement and pendency of the Merger (including the likelihood of litigation or other opposition brought by or on behalf of LivePerson stockholders or SoundHound stockholders challenging the Merger and the other transactions contemplated by the Merger Agreement) and the risks and costs to LivePerson if the Merger is not completed in a timely manner or

if the Merger does not close at all, including potential employee attrition, the impact on LivePerson’s relationships with third parties, the potential payment of a termination fee and the effect termination of the Merger Agreement may have on the trading price of LivePerson Common Stock and LivePerson’s operating results;

Opportunity to Receive Acquisition Proposals and Inability to Terminate the Merger in Order to Accept a Superior Proposal; Termination Fees; Expense Reimbursement.    The LivePerson board of directors considered the possibility that a third party may be willing to enter into a strategic combination with LivePerson on terms more favorable than the Merger. In connection therewith, the LivePerson board of directors considered the terms of the Merger Agreement relating to no-shop covenants and termination fee and expense reimbursement obligations and the potential that such provisions might deter alternative bidders that might have been willing to submit an Acquisition Proposal. The LivePerson board of directors also considered that, under specified circumstances, LivePerson may be required to pay a termination fee or expenses in the event the Merger Agreement is terminated and the effect this could have on LivePerson, including:

•        the possibility that the termination fee and expense reimbursement obligations could discourage other potential parties from making an Acquisition Proposal, although the LivePerson board of directors believed that the termination fee and expense reimbursement obligation was reasonable in amount and would not unduly deter any other party that might be interested in making an Acquisition Proposal;

•        the possibility that the Merger Agreement could be terminated, and the termination fee and expense reimbursement obligations could be payable by LivePerson, due to termination of the Notes Restructuring Agreement as a result of breaches by other parties thereto, which is outside of LivePerson’s control; and

•        if the Merger is not consummated, LivePerson will generally be obligated to pay its own expenses incident to preparing for and entering into and carrying out its obligations under the Merger Agreement and the transactions contemplated by the Merger Agreement.

Regulatory Approval.    The LivePerson board of directors considered that the Merger and the related transactions require regulatory approval to complete such transactions and the risk that the applicable governmental entities may seek to impose unfavorable terms or conditions, or otherwise fail to grant, such approval;

Interests of Certain LivePerson Directors and Executive Officers and Other Concerns Related to Conflicts or the Potential Appearance of Conflicts.    The LivePerson board of directors considered that LivePerson’s directors and executive officers may have interests in the Merger that may be different from, or in addition to, those of LivePerson stockholders. For more information about such interests, see the section titled “— Interests of LivePerson’s Directors and Executive Officers in the Merger”;

Merger Costs.    The LivePerson board of directors considered the costs associated with the completion of the Merger, including LivePerson management’s time and energy and potential opportunity cost that will be incurred by the combined company as a result of the Merger;

Trading Price.    The trading price of LivePerson Common Stock could be materially and adversely affected, including to an extent such that LivePerson Common Stock could be delisted from the Nasdaq Global Select Market; and

Other Risks.    The LivePerson board of directors considered risks of the type and nature described under the sections titled “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 15 and “Risk Factors” beginning on page 19.

The LivePerson board of directors believed that, overall, the potential benefits of the Merger to LivePerson stockholders outweighed the risks and uncertainties of the Merger.

The foregoing discussion of factors considered by the LivePerson board of directors is not intended to be exhaustive but includes the material factors considered by the LivePerson board of directors. In light of the variety of factors considered in connection with its evaluation of the Merger, the LivePerson board of directors did not find it practicable to, and did not, quantify or otherwise assign relative weights to the specific factors considered in reaching its determinations and recommendations. Moreover, each member of the LivePerson board of directors applied his or her own personal business judgment to the process and may have given different weight to different factors. The

LivePerson board of directors did not undertake to make any specific determination as to whether any factor, or any particular aspect of any factor, supported or did not support its ultimate determination. The LivePerson board of directors based its recommendation on the totality of the information presented.

Opinion of LivePerson’s Financial Advisor

On April 21, 2026, Houlihan Lokey orally rendered its opinion to the LivePerson board of directors (which was subsequently confirmed in writing by delivery of Houlihan Lokey’s written opinion addressed to the LivePerson board of directors dated April 21, 2026) to the effect that, as of such date, and based upon and subject to the various assumptions, qualifications, limitations and other matters set forth in its written opinion, the Per Share Merger Consideration to be received by the holders of LivePerson Common Stock for their shares of LivePerson Common Stock in the Merger pursuant to the Merger Agreement was fair, from a financial point of view, to such holders (solely in their capacity as holders of LivePerson Common Stock).

Houlihan Lokey’s opinion was furnished for the use of the LivePerson board of directors (in its capacity as such), and only addressed the fairness, from a financial point of view, to the holders of LivePerson Common Stock (solely in their capacity as holders of LivePerson Common Stock) of the Per Share Merger Consideration to be received by such holders for their shares of LivePerson Common Stock in the Merger pursuant to the Merger Agreement and did not address any other aspect or implication of the Merger or any other agreement, arrangement or understanding. The summary of Houlihan Lokey’s opinion in this proxy statement/prospectus is qualified in its entirety by reference to the full text of its written opinion, which is attached as Annex B to this proxy statement/prospectus and describes the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered by Houlihan Lokey in connection with the preparation of its opinion. However, neither Houlihan Lokey’s opinion nor the summary of its opinion and the related analyses set forth in this proxy statement/prospectus are intended to be, and do not constitute, advice or a recommendation to the LivePerson board of directors, any security holder or any other person as to how to act or vote with respect to any matter relating to the Merger or otherwise.

In connection with its opinion, Houlihan Lokey made such reviews, analyses and inquiries as it deemed necessary and appropriate under the circumstances. Among other things, Houlihan Lokey:

•        reviewed a draft, dated April 21, 2026, of the Merger Agreement;

•        reviewed certain publicly available business and financial information relating to LivePerson and SoundHound that Houlihan Lokey deemed to be relevant;

•        reviewed certain information relating to the historical, current and future operations, financial condition and prospects of LivePerson made available to Houlihan Lokey by LivePerson, including financial projections prepared by the management of LivePerson relating to LivePerson through the year ending December 31, 2029 (the “Projections”);

•        spoke with certain members of the management of LivePerson and certain of LivePerson’s representatives and advisors regarding the respective businesses, operations, financial condition and prospects of LivePerson and SoundHound, the Merger and related matters;

•        compared the financial and operating performance of LivePerson with that of other companies with publicly traded equity securities that Houlihan Lokey deemed to be relevant;

•        reviewed the current and historical market prices and trading volume for certain of LivePerson’s and SoundHound’s publicly traded equity securities and the current and historical market prices of the publicly traded securities of certain other companies that Houlihan Lokey deemed to be relevant; and

•        conducted such other financial studies, analyses and inquiries and considered such other information and factors as Houlihan Lokey deemed appropriate.

Houlihan Lokey relied upon and assumed, without independent verification, the accuracy and completeness of all data, material and other information furnished, or otherwise made available, to Houlihan Lokey, discussed with or reviewed by Houlihan Lokey, or publicly available, and did not assume any responsibility with respect to such data, material and other information. As the LivePerson board of directors was aware, Houlihan Lokey was not provided with access to the management of SoundHound. Houlihan Lokey, at the direction of the LivePerson board of directors, assumed that, were they to have had access to such management, any information received from such management would not have affected or changed its opinion. Houlihan Lokey also understood that financial projections relating to the future financial performance of SoundHound prepared by the management of SoundHound or the management of LivePerson were not available. Houlihan Lokey did not perform, rely upon or take into account any valuation of SoundHound or any assets or securities thereof for purposes of evaluating the Per Share Merger Consideration or otherwise. Accordingly, Houlihan Lokey assumed, at the direction of the LivePerson board of directors, that then-recent trading prices of SoundHound Common Stock provided a reasonable basis on which to evaluate SoundHound and the SoundHound Common Stock for purposes of its opinion. In addition, Houlihan Lokey assumed, at the direction of the LivePerson board of directors, that the SoundHound Common Stock and the Class B common stock, par value $0.0001 per share, of SoundHound have equivalent value per share, notwithstanding the different voting rights and other non-financial terms of such shares that could impact their value. Management of LivePerson advised Houlihan Lokey, and, at the direction of the LivePerson board of directors, Houlihan Lokey assumed, that the Projections were reasonably prepared in good faith on bases reflecting the best currently available estimates and judgments of such management as to the future financial results and condition of LivePerson and the other matters covered thereby. At the direction of the LivePerson board of directors, Houlihan Lokey assumed that the Projections provided a reasonable basis on which to evaluate LivePerson and the Merger and Houlihan Lokey, at the direction of the LivePerson board of directors, used and relied upon the Projections for purposes of its analyses and opinion. Houlihan Lokey expressed no view or opinion with respect to the Projections or the assumptions on which they were based. In addition, management of LivePerson advised Houlihan Lokey that they expected the LivePerson Shortfall Cash would be $0, and Houlihan Lokey, at the direction of the LivePerson board of directors, assumed the LivePerson Shortfall Cash would be $0. Houlihan Lokey relied upon and assumed, without independent verification, that there had been no change in the businesses, assets, liabilities, financial condition, results of operations, cash flows or prospects of LivePerson or SoundHound since the respective dates of the most recent financial statements and other information, financial or otherwise, provided to Houlihan Lokey that would be material to its analyses or opinion, and that there was no information or any facts that would make any of the information reviewed by Houlihan Lokey incomplete or misleading.

Houlihan Lokey also relied upon, without independent verification, the assessments of the management of LivePerson as to the existing and future relationships, agreements and arrangements with, and LivePerson’s and SoundHound’s ability to attract and retain, key customers, distributors, vendors and other commercial relationships, and employees of LivePerson and SoundHound. Houlihan Lokey further relied upon, without independent verification, the assessments of the management of LivePerson as to LivePerson’s and SoundHound’s existing and future technology, products, product candidates, services and intellectual property and the validity of, and risks associated with, such technology, products, product candidates, services and intellectual property (including, without limitation, the validity and life of patents or other intellectual property, the timing and probability of successful testing, development and commercialization of such technology, products, product candidates and services, the approval thereof by appropriate governmental authorities, and the potential impact of competition), and Houlihan Lokey assumed, at the direction of the LivePerson board of directors, that there would be no developments with respect to any such matters that in any respect would affect Houlihan Lokey’s analyses or its opinion. In addition, Houlihan Lokey relied upon, without independent verification, the assessment of the management of LivePerson as to the ability of the managements of LivePerson and SoundHound to integrate the businesses of LivePerson and SoundHound, and Houlihan Lokey assumed, at the direction of the LivePerson board of directors, that there would be no developments with respect to any such matters that would affect Houlihan Lokey’s analyses or its opinion.

Houlihan Lokey relied upon and assumed, without independent verification, that (a) the representations and warranties of all parties to the Merger Agreement and all other related documents and instruments referred to therein were true and correct, (b) each party to the Merger Agreement and such other related documents and instruments would fully and timely perform all of the covenants and agreements required to be performed by such party, (c) all conditions to the consummation of the Merger and the Notes Restructuring Transactions would be satisfied without waiver thereof, and (d) the Merger and the Notes Restructuring Transactions would be consummated in a timely manner in accordance with the terms described in the Merger Agreement and the Notes Restructuring Agreement

and such other related documents and instruments, without any amendments or modifications thereto. Houlihan Lokey relied upon and assumed, without independent verification, that (i) the Merger and the Notes Restructuring Transactions would be consummated in a manner that complies in all respects with all applicable foreign, federal and state statutes, rules and regulations, and (ii) all governmental, regulatory, and other consents and approvals necessary for the consummation of the Merger and the Notes Restructuring Transaction would be obtained and that no delay, limitations, restrictions or conditions would be imposed or amendments, modifications or waivers made that would result in the disposition of any assets of LivePerson or SoundHound, or otherwise have an effect on the Merger, the Notes Restructuring Transactions, LivePerson or SoundHound or any expected benefits of the Merger or the Notes Restructuring Transactions that would be material to Houlihan Lokey’s analyses or opinion. In addition, Houlihan Lokey relied upon and assumed, without independent verification, that the final form of the Merger Agreement would not differ in any respect from the draft of the Merger Agreement identified above.

Furthermore, in connection with its opinion, Houlihan Lokey was not requested to, and did not, make any physical inspection or independent appraisal or evaluation of any of the assets, properties or liabilities (fixed, contingent, derivative, off-balance-sheet or otherwise) of LivePerson, SoundHound or any other party, nor was Houlihan Lokey provided with any such appraisal or evaluation. Houlihan Lokey did not estimate, and expressed no opinion regarding, the liquidation value of any entity or business. Houlihan Lokey did not undertake any independent analysis of any potential or actual litigation, regulatory action, possible unasserted claims or other contingent liabilities, to which LivePerson or SoundHound was or may have been a party or was or may have been subject, or of any governmental investigation of any possible unasserted claims or other contingent liabilities to which LivePerson or SoundHound was or may have been a party or was or may have been subject.

Houlihan Lokey was not requested to, and did not, (a) initiate or participate in any discussions or negotiations with, or solicit any indications of interest from, third parties with respect to the Merger, the Notes Restructuring Transactions, any related transaction, the securities, assets, businesses or operations of LivePerson, SoundHound or any other party, or any alternatives to the Merger, the Notes Restructuring Transactions or any related transaction, (b) negotiate the terms of the Merger, the Notes Restructuring Transactions or any related transaction, or (c) advise the LivePerson board of directors, LivePerson or any other party with respect to alternatives to the Merger, the Notes Restructuring Transactions or any related transaction. Houlihan Lokey’s opinion was necessarily based on financial, economic, market and other conditions as in effect on, and the information made available to Houlihan Lokey as of, the date of its opinion. As the LivePerson board of directors was aware, the credit, financial and stock markets were experiencing unusual volatility at the time Houlihan rendered its opinion, and Houlihan Lokey expressed no opinion or view as to any potential effects of such volatility on LivePerson, SoundHound, the Per Share Merger Consideration, the Merger, the Notes Restructuring Transactions or any related transaction, and Houlihan Lokey’s opinion did not purport to address potential developments in any such markets. Houlihan Lokey did not undertake, and is under no obligation, to update, revise, reaffirm or withdraw its opinion, or otherwise comment on or consider events occurring or coming to its attention after the date of its opinion. Houlihan Lokey did not express any view or opinion as to what the value of SoundHound Common Stock actually would be when issued in the Merger or the price or range of prices at which LivePerson Common Stock or SoundHound Common Stock may be purchased or sold, or otherwise be transferable, at any time. Houlihan Lokey assumed that the SoundHound Common Stock to be issued in the Merger to holders of LivePerson Common Stock would be listed on Nasdaq.

Houlihan Lokey’s opinion was furnished for the use of the LivePerson board of directors (in its capacity as such) in connection with its evaluation of the Merger and may not be used for any other purpose without Houlihan Lokey’s prior written consent. Houlihan Lokey has consented to the inclusion of its opinion in this proxy statement/prospectus. Houlihan Lokey’s opinion was not intended to be, and does not constitute, a recommendation to the LivePerson board of directors, any security holder of LivePerson or any other party as to how to act or vote with respect to any matter relating to the Merger, the Notes Restructuring Transactions or any related transaction or otherwise.

Houlihan Lokey was not requested to opine as to, and its opinion did not express an opinion as to or otherwise address, among other things: (i) the underlying business decision of the LivePerson board of directors, LivePerson, its security holders or any other party to proceed with or effect the Merger, the Notes Restructuring Transactions or any related transaction, (ii) the terms of any arrangements, understandings, agreements or documents related to, or the form, structure or any other portion or aspect of, the Merger or otherwise (other than the Per Share Merger Consideration to the extent expressly specified in its opinion), including, without limitation, the Notes Restructuring Transaction or any related transaction, (iii) the fairness of any portion or aspect of the Merger to the holders of any class of securities,

creditors or other constituencies of LivePerson, or to any other party (except if and only to the extent expressly set forth in the last sentence of Houlihan Lokey’s opinion), including without limitation, the holders of the Secured Notes, holders of the 2026 Notes and their respective affiliates, (iv) the relative merits of the Merger, the Notes Restructuring Transactions or any related transaction as compared to any alternative business strategies or transactions that might have been available for LivePerson or any other party, (v) the fairness of any portion or aspect of the Merger, the Notes Restructuring Transactions or any related transaction to any one class or group of LivePerson’s or any other party’s security holders or other constituents vis-à-vis any other class or group of LivePerson’s or such other party’s security holders or other constituents, including, without limitation, (a) the fairness of the Per Share Merger Consideration to be received by the holders of LivePerson Common Stock relative to the Notes Restructuring Consideration to be received by the LivePerson Noteholders or amounts received by holders of the 2026 Notes to repurchase such notes, or vice versa, (b) the allocation of the Per Share Merger Consideration, the Notes Restructuring Consideration or any amounts paid to repurchase the 2026 Notes as among the holders of LivePerson Common Stock, the LivePerson Noteholders and holders of the 2026 Notes, and (c) the allocation of the Per Share Merger Consideration among the holders of LivePerson Common Stock, (vi) whether or not LivePerson, SoundHound, their respective security holders or any other party is receiving or paying reasonably equivalent value in the Merger, the Notes Restructuring Transactions or any related transaction, (vii) the solvency, creditworthiness or fair value of LivePerson, SoundHound or any other participant in the Merger, the Notes Restructuring Transactions or any related transaction, or any of their respective assets, under any applicable laws relating to bankruptcy, insolvency, fraudulent conveyance or similar matters, or (viii) the fairness, financial or otherwise, of the amount, nature or any other aspect of any compensation to or consideration payable to or received by any officers, directors or employees of any party to the Merger, the Notes Restructuring Transactions or any related transaction, any class of such persons or any other party, relative to the Per Share Merger Consideration or otherwise. Furthermore, Houlihan Lokey did not express any opinion, counsel or interpretation regarding matters that require legal, regulatory, environmental, accounting, insurance, tax or other similar professional advice. Houlihan Lokey assumed that such opinions, counsel or interpretations had been or would be obtained from the appropriate professional sources. Furthermore, Houlihan Lokey relied, with the consent of the LivePerson board of directors, on the assessments by the LivePerson board of directors, LivePerson and their respective advisors, as to all legal, regulatory, environmental, accounting, insurance, tax and other similar matters with respect to LivePerson, SoundHound, the Merger, the Notes Restructuring Transactions or any related transaction or otherwise.

In performing its analyses, Houlihan Lokey considered general business, economic, industry and market conditions, financial and otherwise, and other matters as they existed on, and could be evaluated as of, the date of its opinion. No company used in Houlihan Lokey’s analyses for comparative purposes is identical to LivePerson and an evaluation of the results of those analyses is not entirely mathematical. The estimates contained in the Projections and the implied value reference ranges indicated by Houlihan Lokey’s analyses are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than those suggested by the analyses. In addition, any analyses relating to the value of assets, businesses or securities do not purport to be appraisals or to reflect the prices at which businesses or securities actually may be sold, which may depend on a variety of factors, many of which are beyond the control of LivePerson and SoundHound. Much of the information used in, and accordingly the results of, Houlihan Lokey’s analyses are inherently subject to substantial uncertainty.

Houlihan Lokey’s opinion was only one of many factors considered by the LivePerson board of directors in evaluating the Merger. Neither Houlihan Lokey’s opinion nor its analyses were determinative of the Per Share Merger Consideration or of the views of the LivePerson board of directors or LivePerson management with respect to the Merger or the Per Share Merger Consideration. Under the terms of its engagement by LivePerson, neither Houlihan Lokey’s opinion nor any other advice or services rendered by it in connection with the Merger or otherwise, should be construed as creating, and Houlihan Lokey should not be deemed to have, any fiduciary duty to, or agency relationships with, the LivePerson board of directors, LivePerson, SoundHound, any security holder or creditor of LivePerson or SoundHound or any other person, regardless of any prior or ongoing advice or relationships. The type and amount of consideration payable in the Merger were determined through negotiation between LivePerson and SoundHound, and the decision to enter into the Merger Agreement was solely that of the LivePerson board of directors.

Material Financial Analyses

In preparing its opinion to the LivePerson board of directors, Houlihan Lokey performed a variety of analyses, including those described below. The summary of Houlihan Lokey’s analyses is not a complete description of the analyses underlying Houlihan Lokey’s opinion. The preparation of such an opinion is a complex process involving various quantitative and qualitative judgments and determinations with respect to the financial, comparative and other

analytical methods employed and the adaptation and application of these methods to the unique facts and circumstances presented. As a consequence, neither Houlihan Lokey’s opinion nor its underlying analyses is readily susceptible to summary description. Houlihan Lokey arrived at its opinion based on the results of all analyses undertaken by it and assessed as a whole and did not draw, in isolation, conclusions from or with regard to any individual analysis, methodology or factor. While the results of each analysis were taken into account in reaching Houlihan Lokey’s overall conclusion with respect to fairness, Houlihan Lokey did not make separate or quantifiable judgments regarding individual analyses. Accordingly, Houlihan Lokey believes that its analyses and the following summary must be considered as a whole and that selecting portions of its analyses, methodologies and factors, without considering all analyses, methodologies and factors, could create a misleading or incomplete view of the processes underlying Houlihan Lokey’s analyses and opinion.

The following is a summary of the material financial analyses performed by Houlihan Lokey in connection with the preparation of its opinion and reviewed with the LivePerson board of directors on April 21, 2026. The order of the analyses does not represent relative importance or weight given to those analyses by Houlihan Lokey. The analyses summarized below include information presented in tabular format. The tables alone do not constitute a complete description of the analyses. Considering the data in the tables below without considering the full narrative description of the analyses, as well as the methodologies underlying, and the assumptions, qualifications and limitations affecting, each analysis, could create a misleading or incomplete view of Houlihan Lokey’s analyses.

For purposes of its analyses, Houlihan Lokey reviewed a number of financial metrics, including enterprise value, which generally is the value as of a specified date of the relevant company’s outstanding equity securities (taking into account outstanding options and other securities convertible, exercisable or exchangeable into or for equity securities of the company) plus the amount of its net debt (the amount of its outstanding indebtedness, non-convertible preferred stock, capital lease obligations and non-controlling interests less the amount of cash and cash equivalents on its balance sheet).

Unless the context indicates otherwise, share prices used in the selected companies’ analysis described below were based on the closing price of the common stock of the selected companies listed below as of April 20, 2026. The estimates of the future financial performance of LivePerson relied upon for the financial analyses described below were based on the Projections. The estimates of the future financial performance of the selected companies listed below were based on publicly available research analyst estimates for those companies.

Selected Companies Analysis.    Houlihan Lokey reviewed certain financial data for selected companies with publicly traded equity securities that Houlihan Lokey deemed relevant.

The financial data reviewed included:

•        Enterprise value as a multiple of estimated total revenue for the calendar year ending December 31, 2026 (“CY 2026E Revenue”); and

•        Enterprise value as a multiple of estimated total revenue for the calendar year ending December 31, 2027 (“CY 2027E Revenue”).

The selected companies and resulting high, mean, median and low financial data were:

•        Bandwidth Inc.

•        Five9, Inc.

•        LINK Mobility Group Holding ASA

•        NICE Ltd.

•        RingCentral, Inc.

•        Sangoma Technologies Corporation

•        Sprinklr, Inc.

•        8x8, Inc.

Taking into account the results of the selected companies’ analysis, Houlihan Lokey applied a selected multiple range of 0.75x to 1.25x to LivePerson’s CY 2026E Revenue and CY 2027E Revenue. The selected companies’ analysis indicated implied enterprise value reference ranges for LivePerson of $152.8 million to $254.6 million based on the selected range of multiples of LivePerson’s CY 2026E Revenue and $137.6 million to $229.3 million based on the selected range of multiples of LivePerson’s CY 2027E Revenue. After adding LivePerson’s cash and cash equivalents of $101.5 million and deducting LivePerson’s total debt of $367.8 million (each as provided by LivePerson management), the selected companies analysis indicated a de minimis implied total equity value for LivePerson based on the selected range of multiples of LivePerson’s CY 2026E Revenue and CY 2027E Revenue.

Discounted Cash Flow Analysis.    Houlihan Lokey performed a discounted cash flow analysis of LivePerson based on the Projections. Houlihan Lokey applied a range of terminal value multiples of 1.25x to 1.75x to LivePerson’s estimated total revenue for the calendar year ending December 31, 2029, and discount rates ranging from 14.0% to 15.0%. The discounted cash flow analysis indicated an implied enterprise value reference range for LivePerson of $120.5 million to $188.1 million. After adding LivePerson’s cash and cash equivalents of $101.5 million and deducting LivePerson’s total debt of $367.8 million (each as provided by LivePerson management), the discounted cash flow analysis indicated a de minimis implied total equity value for LivePerson.

Other Matters

Houlihan Lokey was engaged by the LivePerson board of directors to render an opinion to the LivePerson board of directors as to the fairness, from a financial point of view, to the holders of LivePerson Common Stock (solely in their capacity as holders of LivePerson Common Stock) of the Per Share Merger Consideration to be received by such holders for their shares of LivePerson Common Stock in the Merger pursuant to the Merger Agreement. The LivePerson board of directors engaged Houlihan Lokey based on Houlihan Lokey’s experience and reputation. Houlihan Lokey is regularly engaged to render financial opinions in connection with mergers, acquisitions, divestitures, leveraged buyouts, and for other purposes. Pursuant to its engagement by the LivePerson board of directors, Houlihan Lokey became entitled to a fee of $1,500,000, of which $150,000 became payable upon its retention by the LivePerson board, $150,000 became payable on April 6, 2026 upon notice from LivePerson that Houlihan Lokey should continue to proceed in its work, and the remainder became payable to Houlihan Lokey upon the delivery of its opinion. Houlihan Lokey will not become entitled to any additional or separate fees upon the consummation of the Merger. LivePerson has also agreed to reimburse Houlihan Lokey for certain expenses and to indemnify Houlihan Lokey, its affiliates and certain related parties against certain liabilities and expenses, including certain liabilities under the federal securities laws, arising out of or related to Houlihan Lokey’s engagement.

In the ordinary course of business, certain of Houlihan Lokey’s employees and affiliates, as well as investment funds in which they may have financial interests or with which they may co-invest, may acquire, hold or sell, long or short positions, or trade, in debt, equity, and other securities and financial instruments (including loans and other obligations) of, or investments in, LivePerson, SoundHound, or any other party that may be involved in the Merger, the Notes Restructuring Transaction or any related transaction and their respective affiliates or security holders or any currency or commodity that may be involved in the Merger, the Notes Restructuring Transaction or any related transaction.

Houlihan Lokey in the past acted as financial advisor to a group of then-holders of the 2026 Notes in connection with LivePerson’s deleveraging transaction, which closed in September 2025, for which Houlihan Lokey and its affiliates received aggregate compensation of approximately $3,000,000. Houlihan Lokey and certain of its affiliates may provide investment banking, financial advisory and/or other financial or consulting services to LivePerson, SoundHound, other participants in the Merger, the Notes Restructuring Transactions or any related transaction or certain of their respective affiliates or security holders in the future, for which Houlihan Lokey and its affiliates may receive compensation. Furthermore, in connection with bankruptcies, restructurings, distressed situations and similar

matters, Houlihan Lokey and certain of its affiliates may have in the past acted and may in the future act as financial advisor to debtors, creditors, equity holders, trustees, agents and other interested parties (including, without limitation, formal and informal committees or groups of creditors) that may have included or represented and may include or represent, directly or indirectly, or may be or have been adverse to LivePerson, SoundHound, or other participants in the Merger, the Notes Restructuring Transactions or any related transaction or certain of their respective affiliates or security holders, for which advice and services Houlihan Lokey and its affiliates have received and may receive compensation.

LivePerson Unaudited Forecasted Financial Information

LivePerson does not, as a matter of course, publicly disclose long term projections as to future performance, operating income or other financial results. However, LivePerson’s management prepared the Projections that were utilized in connection with the Merger. The Projections are included in this proxy statement/prospectus only because (1) the Projections were made available to SoundHound in connection with SoundHound’s due diligence review of LivePerson; (2) the Projections were made available to the LivePerson board of directors in connection with its consideration of the Merger; and (3) the Projections were also made available to Houlihan Lokey, LivePerson’s financial advisor, who was authorized and directed to use and rely upon the Projections for purpose of its analyses and opinion to the LivePerson board of directors, as more fully described below under the section titled “The Merger — Opinion of LivePerson’s Financial Advisor” beginning on page 57. The Projections are not included in this proxy statement/prospectus to influence any stockholder to make any investment decision with respect to the Merger.

The Projections are forward-looking statements. In the view of LivePerson’s management, the information in the Projections was prepared on a reasonable basis and reflected the best estimates and judgments available to LivePerson’s management at the time. However, this information should not be relied upon as being necessarily indicative of future results. The Projections are subject to many risks and uncertainties that could cause actual results to differ materially from the results forecasted in the Projections, including, but not limited to, the risk that the proposed transaction may not be completed in a timely basis, or at all, that LivePerson may be adversely affected by other economic, business and/or competitive factors, some of which may be outside of LivePerson’s control, and risks related to LivePerson’s financial condition, results of operations, business strategy, short-term and long-term business operations and objectives, and financial needs. Important factors that may affect actual results and cause the Projections to materially differ include, but are not limited to, the risks and uncertainties described herein and those described in the sections titled “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 15 and “Risk Factors” beginning on page 19 and in the section titled “Risk Factors” in LivePerson’s annual report for the year ended December 31, 2025 and in LivePerson’s subsequent quarterly reports on Form 10-Q. There can be no assurance that the Projections will be realized or that actual results will not be significantly higher or lower than forecast. In addition, the Projections will be affected by LivePerson’s ability to achieve strategic goals, objectives and targets over the applicable periods. The Projections cannot, therefore, be considered a guarantee of future operating results, and this information should not be relied on as such. The Projections cover a number of years and such information by its nature becomes less reliable with each successive year. The Projections were prepared on a standalone basis without giving effect to the Merger. Furthermore, the Projections do not take into account the effect of any failure of the Merger to be completed and should not be viewed as accurate or continuing in that context.

The Projections were not prepared with a view toward public disclosure. The inclusion of the Projections should not be regarded as an indication that LivePerson, Houlihan Lokey, any of their respective affiliates, officers, directors, advisors or other representatives or anyone who received this information then considered, or now considers, them a reliable prediction of future events, and this information should not be relied upon as such. The inclusion of the Projections herein should not be deemed an admission or representation by LivePerson that it views such Projections as material information. The inclusion of the Projections in this proxy statement/prospectus should not be regarded as an indication that the Projections will necessarily be predictive of actual future events given the inherent risks and uncertainties associated with such long-range forecasts.

No representation is made by LivePerson or any other person regarding the Projections or LivePerson’s ultimate performance compared to such information. The Projections should be evaluated in conjunction with the historical financial statements and other information about LivePerson contained in its public filings with the SEC. For additional information, see the section titled “Where You Can Find More Information” beginning on page 112. In light of the foregoing factors, and the uncertainties inherent in the Projections, LivePerson stockholders are cautioned not to place undue, if any, reliance on the Projections.

or waiver of those conditions at the Closing), or at such other time and place as the parties shall agree in writing. For more information on the conditions to the completion of the Merger, please see the section entitled “The Merger Agreement — Conditions to the Completion of the Merger” beginning on page 86.

On the Closing Date, SoundHound, Merger Sub and LivePerson will cause a certificate of merger to be executed and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and will make all other filings or recordings required under the DGCL. The Merger will become effective at the time the certificate of merger has been duly filed with the Secretary of State of the State of Delaware, or at such other date and time as is agreed upon by the parties and specified in the certificate of merger in accordance with the DGCL.

Regulatory Approvals

The completion of the Merger is subject to the receipt of foreign investment approvals in Bulgaria, Canada, Italy, Germany, and the United Kingdom. For additional information regarding regulatory approvals in connection with the Merger, see the section entitled “The Merger Agreement — Regulatory Approvals” beginning on page 83.

SoundHound and LivePerson submitted the foreign investment approval filings to the relevant regulatory authorities as follows: (i) on May 11, 2026, in the United Kingdom and Canada; (ii) on May 19, 2026, in Germany; and (iii) on May 21, 2026, in Bulgaria and Italy.

At any time before or after the receipt of the foreign investment approvals, the regulatory authorities in the applicable jurisdictions can take action under the applicable regulatory laws, including, without limitation, seeking to enjoin the completion of the Merger or permitting the completion of the Merger subject to regulatory conditions or other remedies. There can be no assurance that such regulatory authorities will not impose conditions on the completion of the Merger or require changes to the terms of the transaction. Private parties may also seek to take legal action under the regulatory laws under some circumstances. There can be no assurance that a challenge to the Merger on antitrust grounds will not be made or, if such a challenge is made, that it would not be successful.

No Appraisal Rights in the Merger

Under Delaware law, LivePerson stockholders are not entitled to appraisal rights in connection with the Merger.

Appraisal rights are statutory rights that enable stockholders to dissent from an extraordinary transaction, such as a merger, and to demand that the corporation pay the fair value for their shares as determined by a court in a judicial proceeding instead of receiving the consideration offered to stockholders in connection with the transaction.

LivePerson stockholders will not have rights to an appraisal of the fair value of their shares. Under Delaware law, appraisal rights are not available for the shares of any class or series if the shares of the class or series are listed on a national securities exchange or held of record by more than 2,000 holders on the record date, unless the stockholders receive in exchange for their shares anything other than shares of stock of the surviving or resulting corporation or of any other corporation that is publicly listed or held by more than 2,000 holders of record, cash in lieu of fractional shares or fractional depositary receipts or any combination of the foregoing. Shares of LivePerson Common Stock are listed on the Nasdaq as of the record date, and LivePerson stockholders will receive SoundHound Common Stock pursuant to the Merger Agreement and cash in lieu of fractional shares. Approval for the listing of the shares of SoundHound Common Stock on the Nasdaq is a condition to completion of the Merger.

Accounting Treatment

SoundHound and LivePerson prepare their respective financial statements in accordance with GAAP. The Merger will be accounted for as a business combination using the acquisition method with SoundHound as the accounting acquirer in accordance with ASC Topic 805, Business Combinations. Under this method of accounting, the aggregate merger consideration will be allocated to LivePerson’s assets acquired and liabilities assumed based upon their estimated fair values upon the closing date of the Merger. The process of valuing the net assets of LivePerson immediately prior to the Merger, as well as evaluating accounting policies for conformity, is preliminary. Any differences between the estimated fair value of the consideration transferred and the estimated fair value of the assets acquired and liabilities assumed will be recorded as goodwill. Accordingly, the aggregate merger consideration allocation and

related adjustments reflected in the “Unaudited Pro Forma Condensed Combined Financial Statements” beginning on page 114 and related notes included in this proxy statement/prospectus are preliminary and subject to revision based on a final determination of fair value.

Litigation Relating to the Merger

Stockholders may file lawsuits challenging the merger, which may name LivePerson, SoundHound, members of the boards of directors of LivePerson or SoundHound, or others as defendants.

No assurance can be made as to the outcome of such lawsuits, including the amount of costs associated with defending claims or any other liabilities that may be incurred in connection with the litigation of any claims. If plaintiffs are successful in obtaining an injunction prohibiting the parties from completing the merger on the agreed-upon terms, such an injunction may delay the completion of the merger or may prevent the merger from being completed altogether.

Listing of SoundHound Common Stock; Delisting and Deregistration of LivePerson Common Stock

If the Merger is completed, the shares of SoundHound Common Stock to be issued in the Merger will be listed for trading on the Nasdaq Global Market, or such other Nasdaq market on which shares of SoundHound Common Stock are then listed, shares of LivePerson Common Stock will be delisted from Nasdaq and the TASE and deregistered under the Exchange Act, and LivePerson will no longer be required to file periodic reports with the SEC pursuant to the Exchange Act.

ADVISORY VOTE ON NAMED EXECUTIVE OFFICER MERGER-RELATED COMPENSATION

The Dodd-Frank Wall Street Reform and Consumer Protection Act, enacted in July 2010, requires that LivePerson provide LivePerson stockholders with the opportunity to cast a nonbinding, advisory vote on the compensation that may become payable to LivePerson’s named executive officers in connection with the Merger, as disclosed in this proxy statement/prospectus, including as described in the section entitled “Interests of LivePerson’s Directors and Executive Officers in the Merger” beginning on page 92. This vote is commonly referred to as a “say on golden parachute” vote. This non-binding, advisory proposal relates only to contractual obligations of LivePerson that may result in a payment to LivePerson’s named executive officers in connection with, or following, the consummation of the Merger, and does not relate to any new compensation or other arrangements between LivePerson’s named executive officers and SoundHound. As such, this proposal applies only in the event that the Merger Agreement is approved and the Merger is effected. Further, this proposal does not relate to any compensation arrangements that are or may become applicable to LivePerson’s directors or executive officers who are not named executive officers.

As an advisory vote, this proposal is not binding upon LivePerson or the LivePerson board of directors. Approval of this proposal is not a condition to completion of the Merger, and this vote is separate from the other proposals at the special meeting. Accordingly, you may vote to approve such other proposals to be considered and vote not to approve the advisory (non-binding) proposal to approve certain compensation that may be paid or become payable to the named executive officers of LivePerson in connection with the merger, and vice versa.

To the extent that LivePerson is contractually obligated to pay the compensation, such compensation will be payable, subject only to the conditions applicable thereto, regardless of the outcome of the advisory vote. These payments are a part of LivePerson’s comprehensive executive compensation program and are intended to align LivePerson’s named executive officers’ interests with yours as stockholders by ensuring their continued retention and commitment during critical events such as the Merger, which may create significant personal uncertainty for them.

The LivePerson board of directors recommends that LivePerson’s stockholders vote “FOR” the following resolution, on a non-binding, advisory basis:

“RESOLVED, that the compensation that may be paid or become payable to LivePerson’s named executive officers, in connection with the merger, and the agreements or understandings pursuant to which such compensation may be paid or become payable, in each case as disclosed pursuant to Item 402(t) of Regulation S-K in ‘Interests of LivePerson’s Directors and Executive Officers in the Merger’ are hereby APPROVED.”

THE MERGER AGREEMENT

This section describes the material terms of the Merger Agreement, which was executed on April 21, 2026. The description of the Merger Agreement in this section and elsewhere in this proxy statement/prospectus is qualified in its entirety by reference to the complete text of the Merger Agreement, a copy of which is attached as Annex A to this proxy statement/prospectus and is incorporated by reference herein in its entirety. This summary does not purport to be complete and may not contain all of the information about the Merger Agreement that is important to you. You are encouraged to read the Merger Agreement carefully and in its entirety because it is the legal document that governs the Merger.

Explanatory Note Regarding the Merger Agreement

The Merger Agreement and this summary are included solely to provide you with information regarding the terms of the Merger Agreement. Factual disclosures about SoundHound, LivePerson, or any of their respective subsidiaries or affiliates contained in this proxy statement/prospectus or in SoundHound’s or LivePerson’s public reports filed with the SEC may supplement, update or modify the factual disclosures about SoundHound or LivePerson, as applicable, contained in the Merger Agreement. The representations, warranties and covenants made in the Merger Agreement by SoundHound, LivePerson and Merger Sub were made solely for the purposes of the Merger Agreement and as of specific dates and were qualified and subject to important limitations agreed to by SoundHound, LivePerson and Merger Sub in connection with negotiating the terms of the Merger Agreement. In particular, in your review of the representations and warranties contained in the Merger Agreement and described in this summary, it is important to bear in mind that the representations and warranties were negotiated with the principal purposes of establishing the circumstances in which a party to the Merger Agreement may have the right not to complete the Merger if the representations and warranties of the other party prove to be untrue due to a change in circumstance or otherwise, and allocating risk between the parties to the Merger Agreement, rather than establishing matters as facts. The representations and warranties may also be subject to a contractual standard of materiality different from those generally applicable to stockholders and reports and documents filed with the SEC, and in some cases were qualified by the matters contained in the disclosure schedule that LivePerson delivered to SoundHound in connection with the Merger Agreement, which disclosures were not reflected in the Merger Agreement. Moreover, information concerning the subject matter of the representations and warranties, which do not purport to be accurate as of the date of this proxy statement/prospectus, may have changed since April 21, 2026. You should not rely on the Merger Agreement representations, warranties, covenants or any descriptions thereof as characterizations of the actual state of facts of SoundHound, LivePerson and Merger Sub or any of their respective subsidiaries or affiliates.

The Merger

Upon the terms and subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, at the Effective Time, Merger Sub will merge with and into LivePerson, the separate corporate existence of Merger Sub will cease and LivePerson will continue as the surviving corporation in the Merger, as an indirect, wholly owned subsidiary of SoundHound.

At the Effective Time, the Merger will have the effects set forth in the Merger Agreement and the applicable provisions of the DGCL and all of the property, rights, privileges, immunities, powers and franchises of each of LivePerson and Merger Sub will vest in the surviving corporation, and all of the debts, liabilities and duties of each of LivePerson and Merger Sub will become the debts, liabilities and duties of the surviving corporation.

Closing

The Closing will take place at 9:00 a.m., New York City time, as soon as practicable (and in any event, within five (5) business days) after satisfaction or, to the extent permitted under applicable law and the terms of the Merger Agreement, waiver, of all the applicable conditions to the completion of the Merger set forth in the Merger Agreement (other than any such conditions that by their nature are to be satisfied on the Closing Date, but subject to the fulfillment or waiver of those conditions at the Closing), or at such other time and place as the parties shall agree in writing. For more information on the conditions to the completion of the Merger, please see the section entitled “The Merger Agreement — Conditions to the Completion of the Merger” beginning on page 86.

On the Closing Date, SoundHound, Merger Sub and LivePerson will cause a certificate of merger to be executed and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and will make all other filings or recordings required under the DGCL. The Merger will become effective at the time the certificate of merger has been duly filed with the Secretary of State of the State of Delaware, or at such other date and time as is agreed upon by the parties and specified in the certificate of merger in accordance with the DGCL.

Effect of the Merger on Capital Stock; Merger Consideration

Subject to the terms and conditions of the Merger Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of SoundHound, Merger Sub, LivePerson, or any holder of any securities of SoundHound, Merger Sub or LivePerson:

•        Each share of common stock of Merger Sub issued and outstanding immediately prior to the effective time of the Merger will be converted into one fully paid and nonassessable share of common stock of the surviving corporation.

•        Each share of LivePerson Common Stock issued and outstanding immediately prior to the Effective Time (other than Cancelled LivePerson Shares) will be automatically converted into the right to receive the Per Share Merger Consideration.

•        All such shares of LivePerson Common Stock, when so converted in accordance with the terms of the Merger Agreement, will cease to be outstanding and will automatically be cancelled and cease to exist and, each LivePerson stockholder will cease to have any rights with respect thereto, except the right to receive the Per Share Merger Consideration (together with any dividends or other distributions paid with respect to such shares and any cash to be paid in lieu of any fractional shares of SoundHound Common Stock) in accordance with the Merger Agreement.

•        All Cancelled LivePerson Shares will automatically be cancelled and cease to exist, and no consideration will be delivered in exchange for such shares.

•        Each warrant to purchase shares of LivePerson Common Stock will be automatically cancelled without any payment or consideration required to be made in respect thereof.

If, prior to the Effective Time, SoundHound or LivePerson should split, subdivide, consolidate, combine or otherwise reclassify the SoundHound Common Stock or LivePerson Common Stock, as applicable, or pay a stock dividend or other stock distribution in SoundHound Common Stock or LivePerson Common Stock, as applicable, or otherwise change SoundHound Common Stock or LivePerson Common Stock, as applicable, into any other securities, or make any other such stock dividend or stock distribution, then any number or amount contained in the Merger Agreement which is based upon the price or the number or fraction of shares of SoundHound Common Stock or LivePerson Common Stock, as applicable, will be appropriately adjusted to proportionately reflect such split, combination, stock dividend or other stock distribution or change.

Treatment of LivePerson Equity Awards in the Merger

LivePerson Options

At the Effective Time, each In-the-Money Option held by any continuing service provider, whether or not then vested or exercisable, will be assumed by SoundHound and converted into an Assumed Option. Each such Assumed Option will continue to have, and will be subject to, the same terms and conditions as applied to the corresponding In-the-Money Option immediately prior to the Effective Time (including vesting and exercisability terms) except that, as of the Effective Time, each such Assumed Option will constitute an option to acquire that number of whole shares of SoundHound Common Stock (rounded down to the nearest whole share) equal to the product of (i) the number of shares of LivePerson Common Stock subject to the corresponding In-the-Money Option multiplied by (ii) the Per Share Merger Consideration, at an exercise price per share (rounded up to the nearest whole cent) equal to the quotient obtained by dividing (a) the exercise price per share of the corresponding In-the-Money Option by (b) the Per Share Merger Consideration.

At the Effective Time, each outstanding and unexercised In-the-Money Option that is not held by a continuing service provider will be cancelled and converted into the right to receive the Per Share Merger Consideration in respect of each Net Share covered by such In-the-Money Option, less applicable tax withholdings.

At the Effective Time, each outstanding and unexercised LivePerson Option that is not an In-the-Money Option will be cancelled for no consideration and without any payment in respect thereof.

Restricted Stock Units

At the Effective Time, each LivePerson RSU that is outstanding immediately prior to the Effective Time and either (i) held by a non-employee member of the LivePerson board of directors or (ii) vested but not yet settled, will be cancelled and converted into the right to receive the Per Share Merger Consideration in respect of each share of LivePerson Common Stock subject to such LivePerson RSU, less applicable tax withholdings. At the Effective Time, any LivePerson RSUs that are outstanding immediately prior to the Effective Time and not covered by the foregoing sentence will be assumed by SoundHound and converted to Assumed RSUs. The Assumed RSUs will cover that number of whole shares of SoundHound Common Stock (rounded down to the nearest whole share) equal to the product of (a) the number of shares of LivePerson Common Stock subject to such LivePerson RSU immediately prior to the Effective Time multiplied by (b) the Per Share Merger Consideration. Each Assumed RSU will otherwise be subject to the same terms and conditions as the corresponding LivePerson RSU immediately prior to the Effective Time (including service-vesting and settlement terms, but excluding any performance-based vesting conditions).

LivePerson Non-U.S. Equity Awards

In the event SoundHound determines that it would be administratively burdensome to administer the treatment of any LivePerson Options or LivePerson RSUs held by persons outside of the United States, SoundHound may either cash out such equity awards at the Closing based on the value of the Per Share Merger Consideration or convert such equity awards into cash-based awards that otherwise have the same terms and conditions as the corresponding equity awards held by such persons.

LivePerson Employee Stock Purchase Plan

The Merger Agreement requires LivePerson to take all actions with respect to its employee stock purchase plan that are necessary to provide that (a) with respect to any offering periods in effect as of April 21, 2026, no employee who is not a participant in such offering period as of such date may become a participant in such offering period, and no participant may increase the percentage amount of his or her payroll deduction election for such offering period; (b) subject to the consummation of the Merger, the LivePerson employee stock purchase plan will be terminated as of immediately prior to the Effective Time; (c) if any offering periods terminate prior to the Effective Time, then the LivePerson employee stock purchase plan will be suspended and no new offering period will be commenced; and (d) if any offering period is still in effect at the Effective Time, then the last day of such offering period will be accelerated to a date that is no later than three business days prior to the Closing Date.

Exchange of LivePerson Common Stock for the Merger Consideration

At or prior to the Effective Time, SoundHound has agreed to designate a reputable bank or trust company (reasonably acceptable to LivePerson) to act as the exchange agent for purposes of effecting the issuances and payments contemplated by the Merger Agreement. At or prior to the Effective Time, SoundHound has agreed to deposit with the exchange agent (x) an amount of uncertificated, book-entry shares representing the number of shares of SoundHound Common Stock sufficient to effect the issuances contemplated by the Merger Agreement and (y) an amount of cash sufficient to deliver payments in lieu of fractional shares. Following the Effective Time, SoundHound has agreed to pay, or cause to be paid to the exchange agent, from time to time as needed, cash sufficient to pay any dividends and other distributions on the shares of SoundHound Common Stock issuable as merger consideration.

Certificates

As soon as practicable after the Effective Time (and in no event later than three business days after the effective time of the Merger), SoundHound has agreed to cause the exchange agent to mail to each person that was a holder of record of shares of LivePerson Common Stock certificates immediately prior to the Effective Time (A) a letter of transmittal and (B) instructions for effecting the surrender of LivePerson Common Stock certificates in exchange for

the Per Share Merger Consideration. Upon surrender of any LivePerson Common Stock certificates to the exchange agent, together with a letter of transmittal, duly executed and in proper form, the holder of such LivePerson Common Stock certificates will be entitled to receive in exchange therefor (i) credit in the stock ledger and other appropriate books and records of SoundHound for the number of shares of SoundHound Common Stock into which such shares have been converted pursuant to the Merger Agreement and (ii) any dividends or other distributions or any cash payment that such holder has the right to receive pursuant to the Merger Agreement, and any such LivePerson Common Stock certificates so surrendered will be cancelled.

Non-DTC Book-Entry Shares

As soon as practicable after the Effective Time (and in no event later than three business days after the Effective Time), SoundHound will cause the exchange agent to mail to each person that was, immediately prior to the Effective Time, a holder of record of LivePerson book-entry shares, but not through The Depository Trust Company, (I) a letter of transmittal and (II) instructions for returning such letter of transmittal in exchange for the Per Share Merger Consideration. Upon delivery of such duly executed letter of transmittal, each holder of record of LivePerson book-entry shares not held through The Depository Trust Company shall be entitled to receive, and SoundHound will cause the exchange agent to issue and deliver as promptly as practicable after the Effective Time, (A) credit in the stock ledger and other appropriate books and records of SoundHound for the number of shares of SoundHound Common Stock into which such LivePerson book-entry shares have been converted and (B) any dividends or other distributions or any cash payment that such holder has the right to receive pursuant to the Merger Agreement.

DTC Book-Entry Shares

Each holder of record of one or more LivePerson book-entry shares held through The Depository Trust Company whose shares were converted into the right to receive the Per Share Merger Consideration will automatically, upon the Effective Time, be entitled to receive, and SoundHound will cause the exchange agent to issue and deliver as promptly as practicable after the Effective Time, (A) credit in the stock ledger and other appropriate books and records of SoundHound for the number of shares of SoundHound Common Stock into which such LivePerson book-entry shares have been converted and (B) any dividends or other distributions or any cash payment that such holder has the right to receive pursuant to the Merger Agreement.

No Interest

No interest will be paid or accrued on any amount payable upon due surrender of shares of LivePerson Common Stock eligible to receive the Per Share Merger Consideration pursuant to the Merger Agreement.

Termination of Rights

The shares of SoundHound Common Stock issued upon conversion of shares of LivePerson Common Stock pursuant to and in accordance with the Merger Agreement (together with dividends or other distributions or any cash payment pursuant to the Merger Agreement) will be deemed to have been delivered or paid in full satisfaction of all rights pertaining to such LivePerson Common Stock. From and after the Effective Time, (i) LivePerson stockholders will cease to have any rights as LivePerson stockholders other than the right to receive the Per Share Merger Consideration (together with any dividends or other distributions or any cash payment that the holder has the right to receive pursuant to the Merger Agreement) and (ii) the stock transfer books of LivePerson will be closed and there will be no further registration of transfers of shares of LivePerson Common Stock thereafter on the records of LivePerson. If, after the Effective Time, LivePerson Common Stock certificates are presented to SoundHound or the surviving corporation for any reason, such LivePerson Common Stock certificates will be cancelled and exchanged for the Per Share Merger Consideration (together with any dividends or other distributions or any cash payment that the holder has the right to receive pursuant to the Merger Agreement), subject to abandoned property, escheat or similar laws.

Termination of Fund; No Liability

Any portion of the shares or funds (including any interest received with respect thereto) made available to the exchange agent that remains unclaimed by the LivePerson stockholders on the first anniversary of the Effective Time will be returned to SoundHound upon demand, and any LivePerson stockholder shall thereafter look only to SoundHound (subject to abandoned property, escheat or other similar laws) for delivery of the Per Share

Merger Consideration (together with any dividends or other distributions or any cash payment that such holder has the right to receive pursuant to the Merger Agreement). Any shares or funds remaining unclaimed by the LivePerson stockholders immediately prior to such time as such amounts would otherwise escheat to, or become property of, any governmental entity will, to the extent permitted by applicable law, become the property of SoundHound, free and clear of any claim or interest of any person previously entitled thereto. None of SoundHound, LivePerson, the surviving corporation, the exchange agent or their respective affiliates will be liable to any LivePerson stockholder for any amount of the Per Share Merger Consideration (or any dividends or other distributions or any cash payable in connection therewith) properly delivered to a public official pursuant to any applicable abandoned property, escheat, or similar law.

Lost, Stolen, or Destroyed Certificates

If any LivePerson Common Stock certificates have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the holder thereof, the exchange agent will issue in exchange for such lost, stolen or destroyed LivePerson Common Stock certificates the Per Share Merger Consideration (together with dividends or other distributions or any cash payment that the holder has the right to receive pursuant to the Merger Agreement). SoundHound may, in its reasonable discretion and as a condition precedent to such payment, require the owner of such lost, stolen or destroyed LivePerson Common Stock certificates to deliver a bond in a reasonable sum as it may reasonably direct as indemnity against any claim that may be made against SoundHound, the surviving corporation or the exchange agent with respect to the LivePerson Common Stock certificates alleged to have been lost, stolen or destroyed.

No Fractional Shares of LivePerson Common Stock

LivePerson stockholders will not be entitled to receive any fractional shares of SoundHound Common Stock in the Merger, and no LivePerson stockholders will be entitled to voting rights or any other rights in respect of any fractional shares of SoundHound Common Stock. Each LivePerson stockholder who would otherwise have been entitled to receive a fraction of a share of SoundHound Common Stock (after taking into account all certificates and book-entry shares delivered by such stockholder) will instead be entitled to receive, in lieu thereof, cash (without interest) in an amount equal to the product of (i) such fractional amount multiplied by (ii) the SoundHound Closing Stock Price.

Withholding Taxes

Each of SoundHound, Merger Sub, LivePerson, the surviving corporation, the exchange agent, the trustee appointed by LivePerson in accordance with Israeli tax law, and any member of the TASE are entitled to deduct and withhold from any amounts otherwise payable pursuant to the Merger Agreement such amounts as are required to be deducted and withheld with respect to the making of such payment under the Code or any provision of applicable law. To the extent that any withholding obligation cannot be satisfied by the retention of cash amounts otherwise payable, the relevant withholding party may sell or instruct to sell, on behalf of the applicable recipient, such portion of the shares of SoundHound Common Stock otherwise deliverable to such recipient as is necessary to generate proceeds sufficient to satisfy the applicable withholding obligation. The parties have agreed to reasonably cooperate with each other in good faith to minimize any such deduction or withholding, including, to the extent feasible and practicable, by seeking appropriate tax rulings. To the extent such amounts are so deducted and withheld, such amounts will be remitted to the applicable governmental authority as required by applicable law and treated for all purposes of the Merger Agreement as having been paid to the person in respect of which such deduction and withholding was made.

No Appraisal Rights

In accordance with the DGCL, no appraisal rights will be available with respect to the transactions contemplated by the Merger Agreement. For more information, see the section entitled “The Merger — No Appraisal Rights in the Merger” beginning on page 65.

Representations and Warranties

The Merger Agreement contains customary representations and warranties by the parties that are subject, in some cases, to specified exceptions and qualifications contained in the Merger Agreement, as set forth in the disclosure schedule delivered by LivePerson to SoundHound concurrent with the execution of the Merger Agreement, or as

otherwise disclosed or identified in the reports, schedules, forms, statements, registration statements, prospectuses and other documents required to be filed or furnished by LivePerson or SoundHound, as applicable, with the SEC on or after January 1, 2024 and April 16, 2026. The representations and warranties of LivePerson relate to, among other things:

•        organization and qualification and subsidiaries;

•        capitalization;

•        authority;

•        no conflicts;

•        required filings and consents;

•        compliance with law;

•        SEC filings and financial statements;

•        absence of certain changes or events;

•        employee benefit plans;

•        labor and other employment matters;

•        contracts;

•        permits;

•        litigation;

•        environmental matters;

•        intellectual property;

•        data privacy and security;

•        tax matters;

•        real property and title to assets;

•        anti-corruption;

•        international trade;

•        opinion of financial advisor;

•        information supplied;

•        takeover statutes;

•        related party transactions;

•        insurance; and

•        brokers.

The Merger Agreement also contains customary representations and warranties of SoundHound and Merger Sub, including with respect to:

•        organization and qualification;

•        authority;

•        no conflicts;

•        required filings and consents;

•        SEC filings and financial statements;

•        information supplied;

•        takeover statutes;

•        ownership of Merger Sub;

•        valid issuance; and

•        brokers.

Definition of Material Adverse Effect

A “material adverse effect” means, when used with respect to SoundHound or LivePerson, as applicable, any change, event, occurrence, condition or development that, individually or in the aggregate, has or would reasonably be expected to have a material adverse effect on the business, condition (financial or otherwise), assets, liabilities, operations or results of operations of such party and its subsidiaries, taken as a whole; provided, however, that any such effects arising out of, or resulting from the following will not constitute a material adverse effect, and will not otherwise be taken into account in determining whether a material adverse effect has occurred or would reasonably be expected to occur:

•        changes in applicable law (or the interpretation or enforcement thereof) or changes in GAAP (or the interpretation or enforcement thereof);

•        changes in general economic or regulatory conditions, or changes in securities, credit or other financial markets, including interest rates or exchange rates in the United States or globally, or changes in conditions in the industries (including seasonal fluctuations) in which such party or its subsidiaries operate;

•        changes in global or national political conditions (including the outbreak, continuation or escalation of war (whether or not declared), military action, acts of armed hostility, sabotage or acts of terrorism), changes due to natural disasters or changes in the weather or changes due to the outbreak or worsening of an epidemic, pandemic or other health crisis or other force majeure events, including any material worsening of such conditions threatened or existing as of the date of the Merger Agreement;

•        actions or omissions expressly required of such party by the terms of the Merger Agreement or taken or not taken with the prior written consent of the other party (other than such party’s obligations to operate its business in the ordinary course);

•        the execution, announcement, pendency or consummation of the Merger Agreement and the transactions contemplated thereby, including any litigation arising out of or relating to the Merger Agreement or the Merger, the identity of the other party, departures of officers or employees, changes in relationships with suppliers or customers or other business relations, in each case solely to the extent resulting from the execution, announcement, pendency or consummation of the Merger Agreement and the transactions contemplated thereby (other than with respect to any breach or inaccuracy of a representation or warranty in the Merger Agreement that is intended to address the consequences of the execution, announcement, existence, pendency or consummation of the Merger Agreement or the transactions contemplated thereby or to address the consequences of litigation of, or the compliance with or performance under, the Merger Agreement);

•        changes in the trading price or trading volume of such party’s common stock (provided, that the underlying cause of such change may be taken into account in determining whether a material adverse effect has occurred); and

•        any failure by such party or any of its subsidiaries to meet any internal or published revenue, earnings or other financial projections, estimates, expectations or forecasts for any period (provided, that the underlying cause of such failure may be taken into account in determining whether a material adverse effect has occurred).

Notwithstanding the foregoing, if such effects directly or indirectly resulting from, arising out of, attributable to or related to the matters described in the first three bullets above disproportionately and adversely impact such party or its subsidiaries, taken as a whole, relative to other companies operating in the same industries, then such effects will be taken into account in determining whether a material adverse effect has occurred.

A “LivePerson material adverse effect” means a material adverse effect with respect to LivePerson, and a “SoundHound material adverse effect” means a material adverse effect with respect to SoundHound.

Interim Operations of LivePerson Pending the Merger

LivePerson has agreed that, between April 21, 2026, and the earlier of the Effective Time and the valid termination of the Merger Agreement in accordance with its terms, subject to certain exceptions set forth in the Merger Agreement or as otherwise consented to by SoundHound in writing, LivePerson will, and will cause each of its subsidiaries to, use its reasonable best efforts to:

•        conduct its operations in all material respects in the ordinary course consistent with past practice (including with respect to its customary cash management policies and the maintenance of unrestricted cash and cash equivalents on its balance sheet at levels consistent with those maintained in the ordinary course of business consistent with past practice); and

•        preserve substantially intact its present business organization and comply with all applicable laws in all material respects.

In addition, LivePerson has further agreed that, between April 21, 2026, and the earlier of the Effective Time and the valid termination of the Merger Agreement in accordance with its terms, subject to certain exceptions set forth in the Merger Agreement or as otherwise consented to by SoundHound in writing, LivePerson will not, and will not permit its subsidiaries to:

•        amend, modify, waive, rescind or otherwise change its articles or certificate of incorporation or bylaws or equivalent organizational documents or the Tax Benefits Preservation Plan or adopt any new stockholder rights plan, “poison pill” antitakeover plan or similar device;

•        issue, sell, pledge, dispose of, grant, transfer or encumber any shares of capital stock of, or other equity interests in, LivePerson or any of its subsidiaries, or securities convertible into, or exchangeable or exercisable for, any shares of such capital stock or other equity interests, or any options, warrants or other rights of any kind to acquire any shares of such capital stock or other equity interests or such convertible or exchangeable securities, or any other ownership interest (including any such interest represented by contract right), other than the issuance of LivePerson Common Stock upon the exercise, vesting or settlement, as applicable, of LivePerson equity awards and LivePerson warrants outstanding as of the date of the Merger Agreement in accordance with their terms or upon the exercise of purchase rights under the LivePerson employee stock purchase plan (subject to the terms of the Merger Agreement);

•        sell, pledge, dispose of, transfer, lease, license, abandon, guarantee or encumber any material property or tangible assets of LivePerson or any of its subsidiaries (other than transactions between LivePerson and any wholly owned subsidiary of LivePerson or among wholly owned subsidiaries of LivePerson), except (i) pursuant to contracts in effect prior to April 21, 2026 (as such contracts may be modified, extended or amended in the ordinary course of business) or (ii) certain permitted liens defined in the Merger Agreement;

•        declare, set aside, make or pay any dividend or other distribution (whether payable in cash, stock, property or a combination thereof) with respect to any of its capital stock or other equity interests (other than dividends paid by a wholly owned subsidiary of LivePerson to LivePerson or another wholly owned subsidiary of LivePerson), enter into any agreement with respect to the voting or registration of its capital stock or other equity interests, or file any registration statement with the SEC with respect to any of its capital stock or other equity interests or securities;

•        reclassify, combine, split, subdivide or amend the terms of, or redeem, purchase or otherwise acquire, directly or indirectly, any of its capital stock, or other equity interests, except (i) the satisfaction of exercise price and/or tax withholding obligations in connection with the vesting, exercise and/or settlement of

LivePerson equity awards in accordance with the terms of such awards as in effect on the date of the Merger Agreement or (ii) upon the forfeiture of outstanding LivePerson equity awards pursuant to their terms upon the termination of the employment of the holder thereof or otherwise;

•        merge or consolidate LivePerson or any of its subsidiaries with any person, effect a division transaction or statutory conversion, domestication or transfer, or adopt a plan of complete or partial liquidation or resolutions providing for a complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization of LivePerson or any of its subsidiaries;

•        acquire (including by merger, consolidation, share exchange, division transaction, or acquisition of stock or assets) any interest in any person or assets or any business division thereof, other than the purchase of goods, equipment and other operating assets in the ordinary course of business consistent with past practice that (x) does not include any “earnout,” deferred or contingent payment obligation or any other future obligation to pay and (y) would not reasonably be expected to materially delay, impede or prevent the consummation of the transactions contemplated by the Merger Agreement on or before the outside date;

•        (i) incur any indebtedness for borrowed money, or issue any debt securities or assume, guarantee or endorse, or otherwise as an accommodation become responsible for (whether directly, contingently or otherwise), the obligations of any person for borrowed money, except, in each case, for any indebtedness solely among LivePerson and its wholly owned subsidiaries or solely among wholly owned subsidiaries of LivePerson, or (ii) repay any indebtedness, except (A) in accordance with the repayment provisions of the Merger Agreement relating to the 2026 Notes and the Note Restructuring Transactions or (B) payment of interest due and payable pursuant to the terms of the First Lien Notes;

•        make any loans, advances or capital contributions to, or investments in, any other person (other than any wholly owned subsidiary of LivePerson), except for (i) loans solely among LivePerson and its wholly owned subsidiaries or solely among LivePerson’s wholly owned subsidiaries or (ii) advances for reimbursable employee expenses in the ordinary course of business consistent with past practice;

•        (i) enter into any contract that would, if entered into prior to the date of the Merger Agreement, be a material contract, except with respect to certain specified categories of material contracts that may be entered, subject to certain conditions, in the ordinary course of business consistent with past practice or (ii) (A) materially modify, materially amend, extend (except in the case of a renewal of a material contract in the ordinary course of business consistent with past practice, provided that the terms other than the expiration date of such contract have not changed in a manner adverse to LivePerson) or affirmatively terminate any material contract or (B) waive, release or assign any rights or claims thereunder, in the case of this clause (B) other than in the ordinary course of business consistent with past practice;

•        except as otherwise required by applicable law, the terms of the Merger Agreement or an existing LivePerson benefit plan, (i) grant any severance, retention, change in control, or termination pay, (ii) increase the compensation or benefits payable to any employee or individual independent contractor or consultant, (iii) modify, enter into, negotiate, terminate or amend any collective bargaining agreement or recognize or certify any union as the collective bargaining representative for any employee of LivePerson or any of its subsidiaries, (iv) hire or terminate (other than for cause) the employment of any employee at the level of Vice President or higher, (v) promote any non-officer employee to an officer position, or promote any employee below the Vice President level into a position at the Vice President level or higher, (vi) adopt, enter into, terminate or materially amend any material LivePerson benefit plan (or any other benefit or compensation plan, policy, program, agreement or arrangement that would be a LivePerson benefit plan if in effect on April 21, 2026) or (vii) accelerate the vesting, funding or time of payment of any compensation or other benefit (including any LivePerson equity award) with respect to any current or former individual service provider;

•        waive, modify (in any manner adverse to LivePerson and its subsidiaries), or release any material noncompetition, non-solicitation, nondisclosure, noninterference, non-disparagement or other similar material restrictive covenant obligation of any current or former employee, officer, director or individual independent contractor of LivePerson or any of its subsidiaries;

•        implement or announce any “mass layoff” or “plant closing,” in each case as defined in an applicable WARN Act, or take any other action that would reasonably be expected to trigger an applicable WARN Act;

•        (i) waive, release, pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, contingent or otherwise) with value in excess of $500,000, except in the ordinary course of business consistent with past practice, (ii) forgive any loans to directors, officers, employees or any of their respective affiliates or (iii) enter into any transactions or contracts with any affiliates or other person that would be required to be disclosed by LivePerson under Item 404 of Regulation S-K of the SEC;

•        make any change in accounting policies, practices, principles, methods or procedures or any of its methods of reporting income, deductions or other material items for financial accounting purposes, other than as required by GAAP or applicable law;

•        compromise, settle or agree to settle any legal proceeding other than compromises, settlements or agreements that involve only the payment of monetary damages by LivePerson or any of its subsidiaries not in excess of $100,000, in any case without the imposition of equitable relief on, or the admission of a violation of law by, LivePerson or any of its subsidiaries;

•        (i) make, change or revoke any material tax election, (ii) change any annual tax accounting period, (iii) adopt or change any material method of tax accounting, (iv) amend any material tax return or file any U.S. federal, state or non-U.S. income tax return or any other material tax return that is materially inconsistent with a previously filed tax return of the same type for a prior taxable period (taking into account any amendments prior to the date of the Merger Agreement), (v) settle or compromise any tax claim, audit, assessment, dispute or other proceeding relating to a material amount of taxes, (vi) surrender any right to claim a material refund of taxes, (vii) agree to an extension or waiver of the statute of limitations with respect to a material amount of taxes or (viii) enter into any “closing agreement” within the meaning of Section 7121 of the Code (or any corresponding or similar provision of state, local or non-U.S. tax law);

•        (i) sell, assign, pledge or otherwise encumber, transfer, license, abandon, place in the public domain, permit to lapse or otherwise dispose of any owned intellectual property, except for non-exclusive licenses granted in the ordinary course of business consistent with past practice and otherwise except the abandonment or lapse of registered intellectual property in LivePerson’s reasonable business judgment, or (ii) compromise, settle or agree to settle, or consent to judgment in, any one or more actions (except in the ordinary course of business consistent with past practice) concerning any owned intellectual property in a manner that materially and adversely affects LivePerson’s rights in or to any material owned intellectual property, or (iii) license or disclose any source code for the owned intellectual property to any person who is not an employee or consultant acting on behalf of LivePerson or any of its subsidiaries pursuant to customary confidentiality protections;

•        grant any material refunds, credits, rebates or other allowances by LivePerson to any end user, customer, reseller or distributor, in each case, other than in the ordinary course of business consistent with past practice, or change in any material respect the manner in which LivePerson or any of its subsidiaries extends discounts, credits or warranties to customers or otherwise deals with customers or suppliers;

•        enter into, materially amend or terminate any transaction with any related party;

•        fail to use commercially reasonable efforts to maintain LivePerson’s insurance policies in the ordinary course of business consistent with past practice;

•        (i) acquire any real property or enter into any lease or sublease of real property (whether as a lessor, sublessor, lessee or sublessee), (ii) materially modify or amend or exercise any right to renew any real property lease or other lease or sublease of real property, or waive any term or condition thereof or grant any consents thereunder, (iii) grant or otherwise create or consent to the creation of any easement, covenant, restriction, assessment or charge affecting any real property leased by LivePerson, or any interest therein or part thereof, (iv) commit any waste or nuisance on any such property or (v) make any material changes in the construction or condition of any such property, in the case of each of clauses (ii) through (iv), other than in the ordinary course of business consistent with past practice;

•        convene any special meeting (or any adjournment or postponement thereof) of LivePerson’s stockholders;

•        terminate or modify or waive in any material respect any right under any material permit;

•        make any capital expenditure or expenditures, or enter into any agreement or arrangement providing for, or otherwise commit to providing, any capital expenditure or expenditures, except (i) in accordance with LivePerson’s capital budget provided to SoundHound prior to the date of the Merger Agreement or (ii) with respect to capital expenditures or expenditures in respect of capitalized software equal to or less than $250,000 in the aggregate;

•        accelerate or delay the collection of any accounts receivable or the payment of any accounts payable or the accrual of deferred revenue or otherwise alter the management of working capital or the cash or cash equivalents of LivePerson, except, in each case, in the ordinary course of business consistent with past practice, including with respect to monthly fluctuations in working capital; or

•        agree, authorize or enter into any contract to do any of the foregoing or otherwise make any commitment to do any of the foregoing.

No Solicitation; Change of Recommendation

No Solicitation by LivePerson

LivePerson has agreed that, from and after April 21, 2026 until the Effective Time or, if earlier, the termination of the Merger Agreement in accordance with its terms, LivePerson will cause LivePerson’s subsidiaries and their respective representatives to, immediately cease, and cause to be terminated, any activities, discussions or negotiations existing as of April 21, 2026, with any person with respect to an “Acquisition Proposal” (or that could reasonably be expected to lead to an Acquisition Proposal) (as such term is defined in the section entitled “The Merger Agreement — No Solicitation; Change of Recommendation — Definition of Acquisition Proposal” beginning on page 81).

LivePerson has also agreed that, from and after April 21, 2026, until the Effective Time or, if earlier, the termination of the Merger Agreement in accordance with its terms, LivePerson will not, and will cause LivePerson’s subsidiaries and their respective representatives not to, directly or indirectly:

•        initiate, seek, facilitate, solicit, or knowingly encourage (including by way of furnishing information or assistance of any kind), the submission of any Acquisition Proposal or any proposal, request or offer that could reasonably be expected to result in, an Acquisition Proposal or induce or take any other action designed or intended to lead to, or that could reasonably be expected to lead to any inquiry with respect to, or the making, submission or announcement of, any Acquisition Proposal;

•        enter into, continue or otherwise participate or engage in any discussions or negotiations with, or furnish (or cause to be furnished) any material nonpublic information to, any person relating to an Acquisition Proposal or any inquiry or request that could reasonably be expected to lead to an Acquisition Proposal;

•        grant a waiver of or terminate any “standstill” or similar obligation of any third party with respect to LivePerson or any of its subsidiaries to allow a third party to submit an Acquisition Proposal; or

•        resolve or agree to do any of the actions described above.

From and after April 21, 2026, in the event LivePerson receives any (i) Acquisition Proposal (or any inquiry, offer or request for discussions or negotiations that could reasonably be expected to lead to an Acquisition Proposal), (ii) request for non-public information relating to LivePerson or its subsidiaries by any person who has made or would reasonably be expected to make an Acquisition Proposal, or (iii) inquiry or request for discussions or negotiations regarding any Acquisition Proposal then, in each case, LivePerson has agreed to promptly (and in any event within 24 hours) notify SoundHound, either orally or in writing, of the receipt of such proposal, inquiry or request and advise SoundHound if LivePerson determines to begin providing information in connection with, or to engage in discussions or negotiations concerning, an Acquisition Proposal in accordance with the terms of the Merger Agreement. Such notice to SoundHound will include (a) the identity of the person making the Acquisition Proposal, inquiry, offer or request, (b) if in writing, a copy of such Acquisition Proposal, inquiry, offer or request (and, if available, drafts of any related contracts) and copies of any financing commitments (but excluding any customarily redacted fee letters) received by

LivePerson in connection with such proposal, inquiry, offer, or request and (c) if made orally, a reasonably detailed summary of the material terms and conditions of such Acquisition Proposal. From and after April 21, 2026 until the earlier of the Effective Time or the termination of the Merger Agreement in accordance with its terms, LivePerson has agreed to (I) keep SoundHound reasonably informed of the status and any material changes to the material terms and conditions of any such Acquisition Proposal (including by providing unredacted copies of all amendments and proposed amendments) and (II) notify SoundHound promptly (and, in any event, within 24 hours) after it first enters into discussions or negotiations concerning such Acquisition Proposal or provides non-public information or data to any person in connection therewith.

No Solicitation Exceptions

Notwithstanding the foregoing, if at any time following April 21, 2026 and prior to the time that the merger proposal has been approved by LivePerson stockholders, (i) LivePerson receives a bona fide unsolicited written Acquisition Proposal from a third party, (ii) LivePerson has not breached the no solicitation provisions as described above, and (iii) the LivePerson board of directors (or a duly authorized committee thereof) reasonably determines in good faith, after consultation with its outside counsel and, with respect to financial matters, its financial advisors, based on the information then available, that such Acquisition Proposal constitutes or would reasonably be expected to result in a Superior Proposal (as such term is defined in the section entitled “The Merger Agreement — No Solicitation; Change of Recommendation — Definition of Superior Proposal” beginning on page 81), LivePerson may furnish information with respect to LivePerson and its subsidiaries to the third party (and its representatives and potential financing sources) making such Acquisition Proposal and participate in discussions or negotiations with such third party regarding such Acquisition Proposal; provided, however, that:

•        prior to taking any such actions, the LivePerson board of directors (or a duly authorized committee thereof) must have determined in good faith after consultation with its outside legal counsel that failure to take such actions would be inconsistent with its fiduciary duties under applicable law.

•        no information may be furnished and no discussions or negotiations regarding an Acquisition Proposal may occur until LivePerson enters a confidentiality agreement, subject to certain conditions set forth in the Merger Agreement, with the person making such Acquisition Proposal; and

•        any information that LivePerson provided or made available by LivePerson or its subsidiaries to the person making the Acquisition Proposal must be provided or made available to SoundHound prior to, or substantially concurrently with, such information being provided or made available to such person.

Restrictions on Change of Recommendation

Subject to certain exceptions described below, the LivePerson board of directors may not:

•        withdraw, change, amend, modify or qualify, or otherwise propose to withdraw, change, amend, modify or qualify, the LivePerson board of directors recommendation;

•        fail to include the LivePerson board of directors recommendation in this proxy statement/prospectus;

•        adopt, approve, authorize, declare advisable, endorse or recommend, or propose to adopt, approve, authorize, declare advisable, endorse or recommend, or submit to LivePerson stockholders for their approval, any Acquisition Proposal;

•        if an Acquisition Proposal has been publicly disclosed, fail to publicly recommend against any such Acquisition Proposal within ten business days after the public disclosure thereof (or subsequently withdraw, amend, modify or qualify, in a manner adverse to SoundHound, such rejection of the Acquisition Proposal) and reaffirm the LivePerson board of directors recommendation within such ten business day period (or, if earlier, by the second business day prior to the meeting of LivePerson stockholders);

•        adopt, approve, authorize, recommend, or enter into any merger agreement, acquisition agreement, reorganization agreement, letter of intent, agreement in principle, memorandum of understanding, option agreement, joint venture agreement, partnership agreement or other similar agreement, arrangement or understanding relating to any Acquisition Proposal, other than a confidentiality agreement in connection with such Acquisition Proposal;

•        call or convene a meeting of LivePerson stockholders to consider a proposal that would reasonably be expected to materially impair, prevent or delay the consummation of the Merger and the other transactions contemplated by the Merger Agreement; or

•        resolve or agree to do any of the actions described above.

Any of the actions described in the seven bullets directly above is referred to herein as a “recommendation change.”

Permitted Recommendation Change in Connection with a Superior Proposal or Intervening Event

Notwithstanding the foregoing, if at any time following April 21, 2026 and prior to the time that the merger proposal has been approved by the LivePerson stockholders (a)(i) LivePerson has received a bona fide unsolicited written Acquisition Proposal that the LivePerson board of directors (or any duly authorized committee thereof) determines in good faith, after consultation with its outside counsel and, with respect to financial matters, its financial advisors, constitutes a Superior Proposal (as such term is defined in the section entitled “The Merger Agreement — No Solicitation; Change of Recommendation — Definition of Superior Proposal” beginning on page 81) or (ii) the LivePerson board of directors (or any duly authorized committee thereof) determines that an Intervening Event (as such term is defined in the section entitled “The Merger Agreement — No Solicitation; Change of Recommendation — Permitted Recommendation Change in Connection with a Superior Proposal or Intervening Event — Definition of Intervening Event” beginning on page 81) has occurred and is continuing, and (b) the LivePerson board of directors (or a duly authorized committee thereof) reasonably determines in good faith, after consultation with outside counsel, that the failure to effect a recommendation change would be inconsistent with its fiduciary duties under applicable law, then the LivePerson board of directors may, at any time prior to the time that the merger proposal has been approved by the LivePerson stockholders, effect a recommendation change with respect to such Superior Proposal or Intervening Event (as applicable) or fail to include the LivePerson board of directors recommendation in this proxy statement/prospectus, subject to the following requirements:

•        LivePerson shall have provided SoundHound at least five business days’ prior written notice of its intention to take such proposed action, which such notice shall include (a) with respect to an Acquisition Proposal, the material terms and conditions of such Acquisition Proposal, and a copy of the available proposed transaction agreement to be entered into in respect of such Acquisition Proposal and (b) with respect to an Intervening Event, a reasonably detailed summary of the Intervening Event that is the basis of such action;

•        during such five business day period, if requested by SoundHound, LivePerson shall have, and shall have caused its legal and financial advisors to have, negotiated in good faith with SoundHound to make such amendments to the Merger Agreement or any other agreement proposed by SoundHound to (a) with respect to an Acquisition Proposal, cause the relevant proposal to no longer constitute a Superior Proposal or (b) with respect to an Intervening Event, permit the LivePerson board of directors (consistent with its fiduciary duties under applicable law) not to make a recommendation change; and

•        by 11:59 a.m., New York City time, on the last day of such five-business-day period, the LivePerson board of directors (or a duly authorized committee thereof) shall have considered in good faith any adjustments and/or proposed amendments to the Merger Agreement (including a change to the price terms thereof) and other agreements proposed by SoundHound in writing, and shall have reasonably determined again in good faith, after consultation with its outside legal counsel and, with respect to financial matters, its financial advisors, that the failure to effect a recommendation change would be inconsistent with its fiduciary duties under applicable law.

In the event of any material revisions to such Superior Proposal offered in writing by the party making such Superior Proposal or any material change to the facts and circumstances relating to an Intervening Event, as applicable, LivePerson will be required to deliver a new written notice to SoundHound and to comply with the foregoing requirements with respect to such new written notice, except that the advance written notice obligation will be reduced to three business days, but no such new written notice shall shorten the original notice period.

Certain Permitted Disclosure

The LivePerson board of directors or duly authorized committee thereof may disclose to the LivePerson stockholders a position contemplated by Rule 14d-9 or Rule 14e-2(a) promulgated under the Exchange Act or make any other disclosure to the LivePerson stockholders that is required to comply with applicable law with regard to an

Acquisition Proposal (and the parties agree that the issuance by LivePerson or the LivePerson board of directors of a “stop, look and listen” communication to the LivePerson stockholders pursuant to Rule 14d-9(f) promulgated under the Exchange Act will not constitute a change of recommendation).

Definition of Intervening Event

For the purposes of the above, an “Intervening Event” shall occur when any change, event, occurrence, condition or development that occurs or arises after April 21, 2026, that is material to LivePerson and its subsidiaries (taken as a whole) that (a) was not known or reasonably foreseeable to LivePerson or the LivePerson board of directors as of or prior to April 21, 2026 and becomes known to the LivePerson board of directors following April 21, 2026 and (b) does not involve or relate to an Acquisition Proposal. Notwithstanding the foregoing, the following events will not constitute an “Intervening Event”: (i) changes in the price or trading volume of LivePerson Common Stock or SoundHound Common Stock (but the facts or occurrences giving rise to or contributing to such changes may be taken into account in determining whether there has been an Intervening Event) or changes in the credit rating of LivePerson or SoundHound, (ii) LivePerson or SoundHound meeting, failing to meet, or exceeding any internal or published projections, forecasts, estimates or predictions in respect of revenues, earnings or other financial or operating metrics for any period (but the facts or occurrences giving rise to or contributing to such circumstances may be taken into account in determining whether there has been an Intervening Event), (iii) changes in general economic, political, regulatory, legislative or financial conditions or markets (including changes in interest rates, exchange rates, stock, bond or debt prices), (iv) changes in GAAP, other applicable accounting rules or applicable law or, in any such case, changes in the interpretation thereof, or (v) natural disasters, epidemics or pandemics.

Definition of Acquisition Proposal

An “Acquisition Proposal” means any offer, proposal or indication of interest from any person or group of persons as defined in Section 13(d)(3) of the Exchange Act (other than SoundHound and its subsidiaries) at any time relating to any transaction or series of related transactions (other than the Merger) involving:

•        any acquisition or purchase by any person, directly or indirectly, of more than 15% of any class of outstanding voting or equity securities of LivePerson (whether by voting power or number of shares), or any tender offer (including a self-tender offer) or exchange offer that, if consummated, would result in any person beneficially owning more than 15% of any class of outstanding voting or equity securities of LivePerson (whether by voting power or number of shares),

•        any merger, consolidation, share exchange, business combination, joint venture, recapitalization, reorganization or other similar transaction involving LivePerson and a person pursuant to which the stockholders of LivePerson immediately preceding such transaction hold less than 85% of the equity interests in the surviving, resulting or ultimate parent entity of such transaction (whether by voting power or number of shares), or

•        any sale, lease, exchange, transfer or other disposition to a person of more than 15% of the consolidated assets of LivePerson and its subsidiaries (measured by the fair market value thereof).

Definition of Superior Proposal

A “Superior Proposal” means a bona fide, written Acquisition Proposal (except the references therein to “15%” shall be replaced by “80%” and the references to “85%” shall be replaced by “25%”) made by a third party which the LivePerson board of directors determines in good faith (after consultation with its outside counsel and, with respect to financial matters, its financial advisors), taking into account all relevant factors (including all the terms and conditions of such proposal or offer (including the transaction consideration, conditionality, timing, certainty of financing or regulatory approvals and likelihood of consummation)) and the Merger Agreement (and any changes thereto proposed by SoundHound pursuant to the relevant provisions in the Merger Agreement) that:

•        if accepted, is reasonably likely to be consummated on the terms proposed, taking into account any required redemption, exchange, repayment or restructuring of LivePerson’s outstanding notes required in connection with such Acquisition Proposal in accordance with the indentures and other agreements governing such notes (and whether the holders of such notes would be reasonably expected to consent to such Acquisition Proposal); and,

•        is more favorable to LivePerson’s stockholders from a financial point of view than the Merger.

Preparation of Proxy Statement/Prospectus and Registration Statement

Each of SoundHound and LivePerson has agreed to use its reasonable best efforts to cause the registration statement, of which this proxy statement/prospectus forms a part, to become effective under the Securities Act as soon after such filing as practicable and to ensure that this proxy statement/prospectus and the registration statement, of which this proxy statement/prospectus forms a part, complies in all material respects with the applicable provisions of the Securities Act and the Exchange Act, as applicable. SoundHound has agreed to use its reasonable best efforts to keep the registration statement, of which this proxy statement/prospectus forms a part, effective for as long as is necessary to consummate the transactions contemplated by the Merger Agreement.

To the extent not prohibited by law, each of SoundHound and LivePerson has agreed to furnish to the other party all information concerning itself, its subsidiaries, officers, directors, managers, stockholders, and other equityholders and information regarding such other matters, including, without limitation, cooperation to prepare pro forma financial statements and obtain auditor consents, in each case, as may be reasonably necessary or advisable or as may be reasonably requested in connection with this proxy statement/prospectus and the registration statement, of which this proxy statement/prospectus forms a part, and any other statement, filing, notice or application made by or on behalf of SoundHound, LivePerson, or their respective subsidiaries to the SEC, Nasdaq, or pursuant to any state securities or “blue sky” laws, in connection with the Merger, the issuance of SoundHound Common Stock in connection with the transactions contemplated thereby and any other transactions contemplated thereby.

Each of SoundHound and LivePerson have agreed to promptly provide the other party with copies of any written comments received from the SEC with respect to this proxy statement/prospectus or the registration statement, of which this proxy statement/prospectus forms a part, and to promptly advise the other party of any oral comments received by the SEC. Prior to filing the registration statement (or any amendment or supplement thereto), of which this proxy statement/prospectus forms a part, or the mailing this proxy statement/prospectus (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, SoundHound and LivePerson have agreed to cooperate and provide the other party a reasonable opportunity to review and comment on such document or response in advance (including the proposed final version of such document or response).

Each of SoundHound and LivePerson has agreed to advise the other, promptly after it receives notice thereof, of (a) the time when the registration statement, of which this proxy statement/prospectus forms a part, has become effective or any supplement or amendment has been filed, (b) the issuance of any stop order or (c) the suspension of the qualification of the SoundHound Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction.

If, at any time prior to the Effective Time, any information relating to SoundHound or LivePerson, or any of their respective affiliates, directors or officers, should be discovered by SoundHound or LivePerson which should be set forth in an amendment or supplement to either the registration statement, of which this proxy statement/prospectus forms a part, or this proxy statement/prospectus, so that either such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information will promptly notify the other party and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by law, disseminated to the LivePerson stockholders.

Access to Information

Subject to certain limitations set forth in the Merger Agreement, from April 21, 2026, to the earlier of the Effective Time and the termination of the Merger Agreement in accordance with its terms, LivePerson and its subsidiaries have agreed to: (i) provide SoundHound’s representatives with reasonable access during normal business hours, in such a manner as not to interfere unreasonably with the operation of any business conducted by LivePerson or any of its subsidiaries and upon reasonable prior written notice to LivePerson, to the officers, employees, properties, offices and other facilities of LivePerson and its subsidiaries and to the books and records thereof, and (ii) furnish during normal business hours upon prior notice such information concerning the business, properties, contracts, assets and liabilities of LivePerson and its subsidiaries as SoundHound or its representatives may reasonably request.

Confidentiality Agreement

SoundHound and LivePerson entered into a confidentiality agreement dated as of December 18, 2025, and a clean team agreement, dated March 19, 2026, each of which applies to all information furnished under the access to information provisions of the Merger Agreement and will survive any termination of the Merger Agreement.

Regulatory Approvals

The parties have agreed to use their respective reasonable best efforts to take all appropriate action and do all things necessary, proper or advisable under applicable law to consummate and make effective the Merger and the other transactions contemplated by the Merger Agreement as promptly as practicable, including taking any actions that may be required to cause the expiration of the notice periods under applicable regulatory laws with respect to the transactions contemplated by the Merger Agreement and obtaining from any governmental entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained by SoundHound or LivePerson in order to effect the Closing by not later than two business days prior to the outside date. LivePerson and SoundHound have agreed to cooperate with, and furnish information to, each other in connection with the foregoing actions. LivePerson may not consent to any voluntary extension of the outside date or otherwise delay the Closing at the behest of any governmental entity without SoundHound’s consent.

Notwithstanding the foregoing, SoundHound is not obligated to, and, without the prior written consent of SoundHound, LivePerson, its subsidiaries and their respective affiliates cannot, (i) propose, negotiate, commit to, or effect the sale, divestiture, licensing or disposition of any assets, properties or businesses of SoundHound, LivePerson or their respective affiliates, (ii) terminate, amend or assign existing relationships and contractual rights or obligations, (iii) grant any right or commercial accommodation to, or enter into any material commercial relationship with, any third party, or (iv) accept any operational restrictions or otherwise take or commit to take actions that limit any party’s freedom of action with respect to any of the assets, properties, licenses, rights, product lines, operations or businesses of SoundHound, LivePerson or their respective affiliates.

SoundHound, at its sole discretion, and LivePerson shall use their respective reasonable best efforts to defend through litigation and through appeal on the merits any claim asserted in court by any party in order to avoid entry of, or to have vacated or terminated, any order (whether temporary, preliminary or permanent) that would prevent the Closing from occurring as promptly as practicable, including seeking to lift or rescind any injunction or restraining order which may adversely affect the ability of the parties to consummate the transactions contemplated by the Merger Agreement, in each case, until the issuance of a final, non-appealable order.

SoundHound and LivePerson have agreed to jointly develop, consult and cooperate with one another on the strategy for obtaining any necessary approval of, or responding to any request from, inquiry by, or investigation by, any governmental entity in connection with the Merger Agreement and the transactions contemplated thereby. Notwithstanding the foregoing, SoundHound will, on behalf of the parties, control and direct all communications and strategy in dealing with any governmental entity under any regulatory laws, provided that SoundHound will consider in good faith the views and comments of LivePerson and its outside counsel.

LivePerson has agreed to give, or cause its subsidiaries to give, any notices to third parties, and use reasonable best efforts to obtain certain third-party consents, approvals or waivers. In the event that LivePerson fails to obtain any such third-party consents, LivePerson has agreed to take any such actions reasonably requested by SoundHound (at SoundHound’s sole cost and expense), to minimize any adverse effect on SoundHound and its subsidiaries from the failure to obtain such consent.

Each of SoundHound and LivePerson shall give the other party prompt notice of the making or commencement of any request, inquiry, investigation or proceeding by or before any governmental entity with respect to the Merger and keep the other party informed as to the status of any such request, inquiry, investigation or proceeding.

Employee Matters

SoundHound has agreed that, during the period commencing on the Closing Date and ending on the last day of the year in which the Closing occurs, SoundHound will, or will cause one of its affiliates (including the surviving corporation and its subsidiaries) to, provide to each employee of LivePerson and its subsidiaries who continues to be employed by LivePerson or the surviving corporation or any subsidiary or affiliate thereof (each a “LivePerson

continuing employee” and collectively, the “LivePerson continuing employees”) (i) a total target cash opportunity (i.e., inclusive of an annual base salary or base wage rate and a target annual cash bonus opportunity, and excluding an equity or equity-linked compensation opportunity) and (ii) employee health and welfare benefits, in each case, that is or are, in SoundHound’s reasonable discretion, either (A) no less favorable in the aggregate than such target cash opportunity or benefits in effect for the LivePerson continuing employee immediately prior to the Closing, or (B) no less favorable in the aggregate than such target cash opportunity or benefits provided to similarly situated employees of SoundHound or its affiliates. If any LivePerson continuing employee experiences a “qualifying termination” during the period commencing on the Closing Date and ending on the last day of the year in which the Closing occurs, SoundHound will, or will cause one of its affiliates (including the surviving corporation and its subsidiaries), to provide certain severance payments to such employee in accordance with the Merger Agreement.

Subject to certain exceptions set forth in the Merger Agreement, SoundHound has agreed that, for all purposes (including vesting, eligibility to participate and level of benefits) under any SoundHound benefits plans providing benefits to any LivePerson continuing employees after the Effective Time (a “new plan”), each LivePerson continuing employee will be credited with his or her years of service with LivePerson and its subsidiaries prior to the Effective Time to the same extent as such LivePerson continuing employee was entitled before the Effective Time. In addition, (i) each LivePerson continuing employee will be immediately eligible to participate, without any waiting time (other than any administrative delays in connection with any transition to SoundHound’s tax qualified defined contribution plan), in any new plan to the extent coverage under such new plan is of the same type as the LivePerson benefit plan in which such LivePerson continuing employee participated immediately before the Effective Time (such plans, collectively, the “old plans”), and (ii)(a) for purposes of each new plan providing medical, dental, pharmaceutical or vision benefits to any LivePerson continuing employee, SoundHound or its applicable subsidiary will cause all preexisting condition exclusions and actively-at-work requirements of such new plan to be waived for such LivePerson continuing employee and his or her covered dependents, unless such conditions would not have been waived under the old plan and (b) SoundHound and its applicable subsidiary will use commercially reasonable efforts to cause any eligible expenses incurred by such LivePerson continuing employee and his or her covered dependents during the portion of the plan year of the old plan ending on the date such employee’s participation in the corresponding new plan begins to be taken into account under such new plan for purposes of satisfying all deductible and maximum out-of-pocket requirements applicable to such employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such new plan.

In addition, unless otherwise directed by SoundHound in writing delivered to LivePerson not less than five business days prior to the Closing Date, LivePerson and its subsidiaries have agreed to terminate their 401(k) plans and nonqualified deferred compensation plans. In the event of any such termination of the 401(k) plans, SoundHound has agreed to use commercially reasonable efforts to cause a qualified defined contribution plan to accept eligible rollover distributions from current and former LivePerson employees.

The Merger Agreement also provides that nothing therein will (i) guarantee employment for any period of time, (ii) preclude SoundHound from terminating any LivePerson continuing employee for any reason, (iii) require LivePerson, SoundHound or the surviving corporation to continue or otherwise prevent the amendment, modification or termination of their respective benefits plans or (iv) require the amendment, termination, establishment or creation of any benefit plans.

Indemnification; Directors’ and Officers’ Insurance

For a period beginning at the Effective Time and ending six years after the Effective Time, SoundHound has agreed to cause the surviving corporation to indemnify and hold harmless all past and present directors and officers of LivePerson or any LivePerson subsidiary (the “covered persons”), subject to applicable law, to the same extent such covered persons are indemnified as of the date of the Merger Agreement by LivePerson or any LivePerson subsidiary pursuant to applicable law, the organizational documents of LivePerson or the applicable subsidiary thereof, or any indemnification agreements, for any legal proceedings arising out of acts or omissions in their respective capacities as directors or officers of LivePerson or any LivePerson subsidiary occurring at or prior to the Effective Time (including for any acts or omissions occurring in connection with the adoption and approval of the Merger Agreement and the transactions contemplated thereby). SoundHound has additionally agreed to cause the surviving corporation to advance expenses (including reasonable legal fees and expenses) incurred in the defense of any such legal proceeding or any investigation related thereto, provided that the covered person will undertake to repay such advanced expenses if it is ultimately determined by a final non-appealable judgment that such covered person is not entitled to indemnification.

For not less than six years from and after the Effective Time, the Merger Agreement requires the organizational documents of the surviving corporation to contain provisions no less favorable with respect to exculpation, indemnification of and advancement of expenses to covered persons for periods at or prior to the Effective Time than are currently set forth in the organizational documents of LivePerson or any applicable subsidiary thereof. During such time period, the surviving corporation is prohibited from amending, repealing or otherwise modifying such exculpation, indemnification and advancement of expenses provisions in any manner that would adversely affect the rights of any covered person. In the event that SoundHound or the surviving corporation (i) consolidates with or merges into any other person and is not the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any person, then, and in each such case, SoundHound or the surviving corporation (as applicable) has agreed to cause proper provision to be made so that the successors and assigns of SoundHound or the surviving corporation (as applicable) assumes such obligations.

Subject to certain limitations set forth in the Merger Agreement, for not less than six years from and after the Effective Time, SoundHound has agreed to cause the surviving corporation to maintain in effect LivePerson’s current directors’ and officers’ liability insurance policies covering acts or omissions occurring prior to or at the Effective Time with respect to covered persons. In lieu of the foregoing, LivePerson, in consultation with SoundHound, may (and at the request of SoundHound, LivePerson shall use its reasonable best efforts to) purchase at or prior to the Effective Time a six-year “tail” prepaid officers’ and directors’ liability insurance policy in respect of acts or omissions occurring prior to the Effective Time, covering each covered person for an amount not to exceed 300% of current annual premiums.

Transaction Litigation

LivePerson has agreed to promptly advise SoundHound, and give SoundHound the opportunity to participate in the defense of any claim, demand or other correspondence related to stockholder litigation against LivePerson and/or its directors and officers, or any of them, in connection with or relating to the transactions contemplated by the Merger Agreement (“transaction litigation”), including the Merger, and to keep SoundHound reasonably informed regarding any such transaction litigation. LivePerson has agreed to give SoundHound the opportunity to consult with LivePerson regarding the defense or settlement of any such transaction litigation, and has agreed to consider in good faith SoundHound’s views with respect to such litigation. The Merger Agreement prohibits LivePerson from issuing any supplemental disclosure, making any commitments with respect to, or otherwise settling or agreeing to settle any such transaction litigation without SoundHound’s prior written consent (which shall not be unreasonably withheld, conditioned or delayed).

Public Announcements

The Merger Agreement prohibits SoundHound, LivePerson or their respective subsidiaries from issuing any press release or making any public statement with respect to the Merger Agreement or the transactions contemplated thereby without the prior written consent of the other party (which consent cannot be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, SoundHound, LivePerson and their respective subsidiaries may issue a press release or otherwise make a public statement with respect to the Merger Agreement and the transactions contemplated thereby to the extent (i) required by applicable law or the rules or regulations of any applicable United States securities exchange or regulatory or governmental body to which the relevant party is subject, in which case such party must use its commercially reasonable efforts to allow each other party reasonable time to comment on such release or announcement in advance of such issuance, or (iii) such communication is consistent with prior communications previously consented to by the other parties.

Certain Notices

Subject to compliance with applicable law, LivePerson and SoundHound, as the case may be, have agreed to notify the other party of any material effect that would reasonably be expected to cause any condition to the obligations of any party to effect the Merger or any other transactions contemplated by the Merger Agreement not to be satisfied, including of the breach by a party of, or any other failure of a party to comply with or satisfy any representation, warranty, covenant, condition or agreement made pursuant to the Merger Agreement which would reasonably be expected, individually or in the aggregate, to result in any condition to the obligations of any party to effect the Merger not to be satisfied.

Section 16 Matters

Prior to the Effective Time, LivePerson will take all such steps as may be reasonably necessary or appropriate to cause any dispositions of LivePerson Common Stock (including derivative securities with respect to LivePerson Common Stock) or acquisitions of SoundHound Common Stock (including derivative securities with respect to SoundHound Common Stock) resulting from the transactions contemplated by the Merger Agreement by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to LivePerson to be exempt under Rule 16b-3 promulgated under the Exchange Act.

Stock Exchange Listing and Delistings

LivePerson and SoundHound have agreed to cause LivePerson’s securities to be de-listed from the Nasdaq and the TASE and de-registered under the Exchange Act as promptly as practicable following the Effective Time. SoundHound and LivePerson will cooperate to use their reasonable best efforts to cause the shares of SoundHound Common Stock issued in connection with the Merger (including shares of SoundHound Common Stock reserved for issuance upon exercise of Assumed Options) to be approved for listing on the Nasdaq, subject to official notice of issuance, prior to the Effective Time.

Tax Matters

The parties intend that the exchange of shares of LivePerson Common Stock for the Per Share Merger Consideration pursuant to the Merger be treated as a transaction described in Section 1001 of the Code (the “intended tax treatment”). The parties and their affiliates have agreed not to take any position for U.S. federal income tax purposes (and applicable state, local and non-U.S. tax purposes) on any tax return, in any tax contest or audit or in any communication with any governmental entity that is inconsistent with the intended tax treatment, unless required by a “determination” within the meaning of Section 1313 of the Code (or any similar provision of state, local or non-U.S. tax law).

Takeover Laws

The LivePerson board of directors has approved the Merger Agreement and the transactions contemplated thereby and has taken all such other necessary actions as required to render inapplicable to the Merger Agreement and the transactions contemplated thereby the provisions of any applicable takeover laws of any state, including any “moratorium,” “control share,” “fair price,” “takeover” or “interested shareholder” law or similar provision of LivePerson’s charter or bylaws.

Conditions to the Completion of the Merger

Each party’s obligation to complete the Merger is subject to the satisfaction or, to the extent permitted by applicable law, waiver, of the following mutual conditions:

•        LivePerson Stockholder Approval.    The merger proposal must have been approved by the required vote of a majority of the outstanding shares of LivePerson Common Stock entitled to vote on the merger proposal.

•        Regulatory Approval.    Certain required consents, authorizations, approvals, orders, filings and declarations required to be obtained prior to the consummation of the Merger must have been filed, occurred or been obtained (or any applicable waiting period thereunder have expired or been terminated).

•        No Injunctions or Restraints.    No Legal Impediment shall have been issued by any governmental entity having jurisdiction over any party and remain in force.

•        Effectiveness of the Registration Statement.    The registration statement, of which this proxy statement/prospectus forms a part, must have been declared effective by the SEC under the Securities Act and must not be the subject of any stop order.

•        Exchange Listing.    The shares of SoundHound Common Stock to be issued in the Merger must have been authorized for listing on the Nasdaq, subject to official notice of issuance.

The obligations of SoundHound and Merger Sub to complete the Merger are subject to the satisfaction or, to the extent permitted by applicable law, waiver of further conditions, including:

•        the accuracy of the representations and warranties of LivePerson contained in the Merger Agreement as of April 21, 2026, and as of the Closing Date (other than representations that by their terms speak specifically as of another date or period of time), subject to the materiality standards provided in the Merger Agreement;

•        LivePerson having performed and complied with in all material respects all of its obligations under the Merger Agreement required to be performed or complied with at or prior to the Closing;

•        Since April 21, 2026, no LivePerson material adverse effect shall have occurred;

•        SoundHound having received a certificate of LivePerson signed by an executive officer of LivePerson, dated as of the Closing Date, confirming that the conditions set forth in the three bullets directly above have been satisfied;

•        SoundHound having received an affidavit from LivePerson, dated as of the Closing Date, sworn under penalty of perjury and in form and substance reasonably satisfactory to SoundHound in compliance with the Code and Treasury Regulations certifying that the transactions contemplated by the Merger Agreement are exempt from withholding pursuant to Section 1445 of the Code and Treasury Regulations; and

•        the Notes Restructuring Condition.

The obligation of LivePerson to complete the Merger is subject to the satisfaction or, to the extent permitted by applicable law, waiver, of the following additional conditions:

•        the accuracy of the representations and warranties of SoundHound and Merger Sub contained in the Merger Agreement as of April 21, 2026 and as of the Closing Date (other than representations that by their terms speak specifically as of another date or period of time), subject to the materiality standards provided in the Merger Agreement;

•        SoundHound and Merger Sub having performed and complied with in all material respects all of their respective obligations under the Merger Agreement required to be performed or complied with by them at or prior to the Closing; and

•        LivePerson having received a certificate of SoundHound signed by an executive officer of SoundHound, dated as of the Closing Date, confirming that the conditions in the two bullets directly above have been satisfied.

Termination

Termination Rights

SoundHound and LivePerson may terminate the Merger Agreement prior to the Effective Time and abandon the Merger and the other transactions contemplated thereby by mutual written consent.

The Merger Agreement may also be terminated by either SoundHound or LivePerson prior to the Effective Time, and the Merger and the other transactions contemplated by the Merger Agreement may be abandoned, in any of the following situations:

•        a Legal Impediment termination event;

•        an outside date termination event; or

•        a LivePerson stockholder approval termination event.

The Merger Agreement may also be terminated prior to the Effective Time, and the Merger and other transactions contemplated by the Merger Agreement may be abandoned, by SoundHound in any of the following situations:

•        a change of recommendation termination event;

•        a LivePerson breach termination event; or

•        a Notes Restructuring termination event.

The Merger Agreement may also be terminated prior to the Effective Time, and the Merger and other transactions contemplated by the Merger Agreement may be abandoned, by LivePerson in any of the following situations:

•        a Superior Proposal termination event; or

•        a SoundHound breach termination event.

Termination Fee Payable by LivePerson

The Merger Agreement requires LivePerson to pay SoundHound the termination fee if:

•        SoundHound terminates the Merger Agreement as a result of a change of recommendation termination event (or if either party terminates the Merger Agreement as a result of a LivePerson stockholder approval termination event at a time when SoundHound would have been entitled to terminate the Merger Agreement for a change of recommendation termination event);

•        LivePerson terminates the Merger Agreement as a result of a Superior Proposal termination event;

•        either party terminates the Merger Agreement as a result of an outside date termination event and, at the time of such termination, all of the conditions to Closing have been satisfied (other than the conditions that by their nature can only be satisfied on the Closing Date) or waived other than the Notes Restructuring Condition; provided that, (a) the failure of such condition to be satisfied did not primarily result from SoundHound’s material breach of the provisions of the Notes Restructuring Agreement and (b) in the event of such a termination, SoundHound’s documented expenses included within the termination fee shall be deemed to be the lesser of such expenses actually incurred and $3,750,000;

•        SoundHound terminates the Merger Agreement as a result of a Notes Restructuring termination event; provided that, in the event of such a termination, SoundHound’s documented expenses included within the termination fee shall be deemed to be the lesser of such expenses actually incurred and $3,750,000; or

•        subject to certain exceptions set forth in the Merger Agreement, either party terminates the Merger Agreement as a result of an outside date termination event or a LivePerson stockholder approval termination event, or if SoundHound terminates the Merger Agreement as a result of a LivePerson breach termination event, and, in any such case (a) an Acquisition Proposal shall have been publicly disclosed or made known to the LivePerson board of directors or senior management of LivePerson and shall not have been publicly withdrawn, in each case, at any time following April 21, 2026 and prior to the time that the merger proposal has been approved by the LivePerson stockholders (in the case of a termination as a result of a LivePerson stockholder approval termination event) or the date of such termination (in the case of an outside date termination event or a LivePerson breach termination event) and (b) within twelve months following such termination, LivePerson or any of its subsidiaries enters into a definitive agreement with respect to, or consummates, an Acquisition Proposal. For purposes of the foregoing bullet, the term “Acquisition Proposal” shall have the meaning set forth in the section entitled “The Merger Agreement — No Solicitation; Change of Recommendation — Definition of Acquisition Proposal” beginning on page 81, except that references to “15%” and “85%” therein shall be deemed to be references to “50%”.

In no event will LivePerson be required to pay the termination fee on more than one occasion.

Certain Limitations and Other Agreements related to Termination Fee and Expenses Payable

LivePerson and SoundHound agreed that (i) in no event will LivePerson be required to pay the LivePerson termination fee on more than one occasion, (ii) the LivePerson termination fee constitutes liquidated damages and is not a penalty and (iii) no payment of the LivePerson termination fee shall be considered in lieu of, or a replacement or substitution for, damages incurred in the event of a willful and material breach of the Merger Agreement or fraud. If LivePerson fails to timely pay the termination fee when due, interest on the termination fee will accrue from the date of termination at the rate per annum published in The Wall Street Journal on the date that such payment was required to be made through the date such payment is actually received. Additionally, subject to certain limitations set forth in the Merger Agreement, LivePerson will be required to reimburse SoundHound’s out-of-pocket costs and expenses incurred in the collection of such overdue amounts.

Effect of Termination

In the event of the valid termination of the Merger Agreement pursuant to the provisions described in the section entitled “The Merger Agreement — Termination” beginning on page 87, written notice will be given by the terminating party to the other party specifying the provision(s) of the Merger Agreement pursuant to which such termination is made, and the basis therefor described in reasonable detail. In the event of the valid termination of the Merger Agreement, the Merger Agreement will be terminated and will become void and have no effect, without any liability or obligation on the part of SoundHound, LivePerson or Merger Sub or their respective subsidiaries, officers, directors or representatives (subject to certain exceptions set forth in the Merger Agreement). Notwithstanding the foregoing, a valid termination of the Merger Agreement will not relieve any party for liabilities or damages incurred or suffered as a result of a willful and material breach of the Merger Agreement or fraud by such party.

Expenses

Except as otherwise provided in the Merger Agreement, whether or not the Merger is completed, all fees and expenses incurred in connection with the preparation, negotiation and performance of the Merger Agreement and the consummation of the transactions contemplated thereby will be paid by the party incurring such expenses.

Specific Performance; Remedies

The parties to the Merger Agreement will be entitled to an injunction or injunctions to prevent breaches of the Merger Agreement and to specific performance of the terms thereof, in each case, in addition to any other remedy to which they are entitled at law or in equity. The parties have waived any requirement for the securing or posting of any bond in connection with the obtaining of any specific performance or injunctive relief, and have waived, in any action for specific performance, the defense of adequacy of a remedy at law. LivePerson’s or SoundHound’s pursuit of specific performance at any time will not be deemed an election of remedies or waiver of the right to pursue any other right or remedy to which such party may be entitled, including the right to pursue remedies for liabilities or damages incurred or suffered by the other party in the case of a breach of the Merger Agreement involving a willful and material breach.

No Third-Party Beneficiaries

Nothing in the Merger Agreement, express or implied, is intended to or confers upon any person other than SoundHound, LivePerson and Merger Sub any right, benefit or remedy of any nature whatsoever under or by reason of the Merger Agreement, except the right of the indemnified persons to enforce the obligations described under “The Merger Agreement — Indemnification; Directors’ and Officers’ Insurance” beginning on page 84.

Amendment

The Merger Agreement may be amended, modified or supplemented by the parties by action taken or authorized by their respective boards of directors at any time prior to the Effective Time; however, after the LivePerson stockholders have approved the merger proposal, no amendment or waiver may be made that, pursuant to applicable law, requires further approval by the LivePerson stockholders unless such further approval is first obtained. The Merger Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties.

Governing Law

The Merger Agreement, and all claims or causes of action arising in connection with the Merger Agreement, are governed by and construed in accordance with the laws of the State of Delaware, without giving effect to the principles of conflicts of law thereof.

CERTAIN AGREEMENTS RELATED TO THE TRANSACTIONS

This section describes the material terms of certain transaction documents related to the transactions contemplated by the Merger Agreement. The descriptions in this section and elsewhere in this proxy statement/prospectus are qualified in their entirety by reference to the complete text of the Notes Restructuring Agreement (as defined below) and Registration Rights Agreement (as defined below), copies of which are attached as Exhibits 10.1 and Exhibit 10.2, respectively, to this proxy statement/prospectus and are incorporated by reference herein in their entirety. These summaries does not purport to be complete and may not contain all of the information about the Notes Restructuring Agreement and Registration Rights Agreement that is important to you. You are encouraged to read the Notes Restructuring Agreement and Registration Rights Agreement carefully and their entirety.

Explanatory Note Regarding the Notes Restructuring Agreement and Registration Rights Agreement

The Notes Restructuring Agreement, Registration Rights Agreement and these summaries are included solely to provide you with information regarding the terms of such agreements. Factual disclosures about SoundHound, LivePerson, or any of their respective subsidiaries or affiliates contained in this proxy statement/prospectus or in SoundHound’s or LivePerson’s public reports filed with the SEC may supplement, update or modify the factual disclosures about SoundHound or LivePerson, as applicable, contained in the Notes Restructuring Agreement and Registration Rights Agreement. The representations, warranties and covenants made in the Notes Restructuring Agreement and Registration Rights Agreement by SoundHound and LivePerson, as applicable, were made solely for the purposes of such agreements and as of specific dates and were qualified and subject to important limitations agreed to by SoundHound and LivePerson in connection with negotiating the terms of such agreements. In particular, in your review of the representations and warranties contained in the Notes Restructuring Agreement, Registration Rights Agreement and described in these summaries, it is important to bear in mind that the representations and warranties were negotiated with the principal purposes of establishing the circumstances in which a party to such agreements may have the right not to complete the transactions contemplated thereby if the representations and warranties of the other party or parties prove to be untrue due to a change in circumstance or otherwise, and allocating risk between the parties to such agreements, rather than establishing matters as facts. The representations and warranties may also be subject to a contractual standard of materiality different from those generally applicable to stockholders and reports and documents filed with the SEC. Moreover, information concerning the subject matter of the representations and warranties, which do not purport to be accurate as of the date of this proxy statement/prospectus, may have changed since April 21, 2026. You should not rely on the representations, warranties or covenants contained in the Notes Restructuring Agreement or the Registration Rights Agreement or any descriptions thereof as characterizations of the actual state of facts of SoundHound, LivePerson or any of their respective subsidiaries or affiliates.

The Notes Restructuring Agreement

On April 21, 2026, concurrently with the execution and delivery of the Merger Agreement, SoundHound entered into a Notes Restructuring Agreement (the “Notes Restructuring Agreement”) with LivePerson and the Secured Holders, pursuant to which and on the terms and subject to the conditions thereof, among other things, the Secured Holders have agreed to release and deem satisfied the Secured Notes for the consideration contemplated thereby (the “Notes Restructuring Transactions”). As of the date of the Notes Restructuring Agreement, approximately $221.9 million in aggregate principal amount of First Lien Secured Notes and approximately $120.8 million in aggregate principal amount of Second Lien Secured Notes were outstanding.

Upon consummation of the Notes Restructuring Transactions, on the terms and subject to the conditions set forth in the Notes Restructuring Agreement, the First Lien Noteholder has agreed to accept, in full and complete satisfaction of all obligations of LivePerson to such holder, (a) a number of shares of SoundHound Common Stock equal to the quotient of (i) $178,007,733.68, divided by (ii) the SoundHound Closing Stock Price and (b) an amount in cash paid by LivePerson concurrently with Closing in the amount of (i) accrued and unpaid interest on the First Lien Secured Notes held by such holder, plus (ii) 65% of any LivePerson Excess Cash (defined as the difference of (1) the LivePerson Cash Balance, minus (b) the LivePerson Minimum Cash; provided that, if a negative number results from such calculation, “LivePerson Excess Cash” shall be $0).

Upon consummation of the Notes Restructuring Transactions, on the terms and subject to the conditions set forth in the Notes Restructuring Agreement, each Second Lien Noteholder has agreed to accept, in full and complete satisfaction of all obligations of LivePerson to such holder, such holder’s pro rata portion of (a) a number of shares of SoundHound Common Stock equal to the quotient of (i) $83,207,733.68, divided by (ii) the SoundHound Closing

INTERESTS OF LIVEPERSON’S DIRECTORS AND EXECUTIVE OFFICERS IN THE MERGER

In considering the recommendation of the LivePerson board of directors that LivePerson stockholders vote in favor of the adoption of the Merger Agreement, LivePerson stockholders should be aware that the directors and executive officers of LivePerson have potential interests in the merger that may be different from, or in addition to, the interests of LivePerson stockholders generally, including the treatment of their equity awards in connection with the transaction contemplated by the Merger Agreement, certain potential severance payments, and the right to continued indemnification and insurance coverage. The LivePerson board of directors was aware of these interests and considered them, among other matters, in making its recommendation that LivePerson stockholders vote in favor of the adoption of the Merger Agreement. These interests are described in more detail below, and certain of them are quantified in the narrative and tables below.

LivePerson’s non-employee directors since the beginning of the last fiscal year are as follows:

Any reference to “non-employee directors” of LivePerson in this proxy statement/prospectus shall be a reference to LivePerson’s non-employee directors set forth in the table above. Any reference to “current non-employee directors” of LivePerson in this proxy statement/prospectus shall be a reference to the non-employee directors above, other than Mr. Hansen and Ms. Layfield.

LivePerson’s executive officers since the beginning of the last fiscal year are as follows:

Any reference to “executive officers” of LivePerson in this proxy statement/prospectus shall be a reference to LivePerson’s executive officers set forth in the table above. Any reference to “current executive officers” of LivePerson in this proxy statement/prospectus shall be a reference to the executive officers above, other than Mr. Ford.

Equity Compensation Awards

Treatment of Outstanding LivePerson Equity Awards

The treatment of LivePerson equity awards in the Merger is described under the section entitled “The Merger Agreement — Treatment of LivePerson Equity Awards in the Merger” beginning on page 69.

Summary of Outstanding LivePerson Equity Awards

None of LivePerson’s non-employee directors or executive officers hold In-the-Money Options, and Mr. Hansen, Ms. Layfield, Mr. Ford, and Mr. Zingale do not hold LivePerson equity awards. The following table sets forth the number of shares of LivePerson Common Stock subject to LivePerson RSUs held by the current non-employee directors and current executive officers as of May 15, 2026. The following table also sets forth the estimated value of LivePerson RSUs held by LivePerson’s current non-employee directors and current executive officers, assuming that the price per share of LivePerson Common Stock was $2.71 (the average closing market price of LivePerson Common Stock over the first five business days following the first public announcement of the transaction on April 21, 2026). The amounts shown in the table below do not attempt to forecast any grants or forfeitures of LivePerson equity awards following the date of this proxy statement/prospectus. All dollar amounts have been rounded to the nearest whole dollar.

Employment Agreements

LivePerson has entered into employment agreements with each of Messrs. Sabino, Collins, and Mina and Ms. Greenberg that provide for certain severance benefits, and, for Mr. Mina, a transaction bonus. None of LivePerson’s non-employee directors or other executive officers have similar rights.

For an estimate of the value of the amounts that would be payable to Messrs. Sabino, Collins, and Mina pursuant to their employment agreements, assuming solely for purposes of this transaction-related compensation disclosure that the Closing Date occurred on June 30, 2026 (the assumed Closing Date solely for purposes of this transaction-related compensation disclosure), and each experienced a qualifying termination of employment on such date, see the section entitled “Interests of LivePerson’s Directors and Executive Officers in the Merger — Quantification of Potential Payments to LivePerson’s Named Executive Officers in Connection with the Merger” beginning on page 95.

John Sabino

Under the terms of his employment agreement, if Mr. Sabino is terminated by LivePerson without Cause or if he resigns for Good Reason (as such terms are defined in his employment agreement), then, subject to his execution of a general release of claims in favor of LivePerson, he will be entitled to the following severance benefits: (i) continued payment of his base salary for 18 months, (ii) an amount equal to Mr. Sabino’s target annual bonus opportunity for the year of termination, which will be prorated based on the number of days worked during the year of termination, unless the relevant termination event occurs within the three months prior to or during the 12 months following a Change in Control (as defined in his employment agreement), in which case, the amount will not be prorated, (iii) if the prior year’s annual bonus has been earned but not yet paid at the time of termination, payout of the annual bonus amount that would have been paid in the normal course had the termination of employment not occurred, (iv) reimbursement for the differential cost of continuation of his then-current health insurance benefits for Mr. Sabino and his covered dependents under COBRA (provided that Mr. Sabino timely elects COBRA) for a period of 18 months, and (v) if the relevant termination event occurs during the three months prior to or during the 12 months following a Change

in Control, (A) all time-based equity awards outstanding as of the date of termination will fully vest, and (B) the treatment of any performance-based equity awards will be determined in accordance with the terms of the applicable award’s grant agreement.

John D. Collins

Under the terms of his employment agreement, if Mr. Collins’ employment is terminated by LivePerson without Cause or by Mr. Collins for Good Reason (as defined in his employment agreement), in either case, within the three-month period immediately prior to or the 12-month period immediately following a Change of Control (as defined in his employment agreement), then, subject to his execution of a general release of claims in favor of LivePerson, he will be entitled to the following severance benefits: (i) continued payment of his base salary for 12 months, (ii) reimbursement for the differential cost of continuation of his then-current health insurance benefits under COBRA (provided that Mr. Collins timely elects COBRA) for a period of 12 months, (iii) a bonus payment equal to his target bonus for the prior completed fiscal year (if not yet paid), (iv) a bonus payment equal to his target bonus prorated for the number of months Mr. Collins was employed during the then-current fiscal year prior to termination, (v) immediate vesting, as of the termination date, of any outstanding unvested options and any other unvested equity awards held by Mr. Collins at the time of termination, and (vi) any vested options will remain exercisable until the earlier of 90 days following his termination and the original expiration date of the applicable option.

Christopher Mina

Under the terms of his employment agreement, if Mr. Mina’s employment is terminated by LivePerson without Cause or by Mr. Mina for Good Reason (as defined in his employment agreement), in either case, within the three-month period immediately prior to or the 12-month period immediately following a Change of Control (as defined in his employment agreement), then, subject to his execution of a general release of claims in favor of LivePerson, he will be entitled to the following severance benefits: (i) continued payment of his base salary for six months, (ii) reimbursement for the differential cost of continuation of his then-current health insurance benefits under COBRA (provided that Mr. Mina timely elects COBRA) for a period of six months, (iii) a bonus payment equal to his target bonus for the prior completed fiscal year (if not yet paid), (iv) immediate vesting, as of the termination date, of any outstanding unvested options and any other unvested equity awards held by Mr. Mina at the time of termination, and (v) any vested options will remain exercisable until the earlier of 90 days following his termination and the original expiration date of the applicable option.

Mr. Mina is also eligible to receive a $250,000 transaction bonus upon the Closing, subject to his continued employment through the Closing.

Monica L. Greenberg

Under the terms of her employment agreement, if Ms. Greenberg’s employment is terminated by LivePerson without Cause or by Ms. Greenberg for Good Reason, in either case, within the three-month period immediately prior to or the 12-month period immediately following a Change of Control (as such terms are defined in her employment agreement), then, subject to her execution of a general release of claims in favor of LivePerson, she will be entitled to the following severance benefits: (i) a lump-sum payment equal to her then-current base salary for a period of nine months, (ii) all unvested equity awards granted under LivePerson’s equity plan will automatically and immediately vest and become exercisable upon such termination and remain exercisable until the earlier of the first anniversary of such termination or the expiration of the award term, (iii) reimbursement for the differential cost of continuation of her then-current health insurance benefits under COBRA (provided that Ms. Greenberg timely elects COBRA) for a period of six months, and (iv) if such termination occurs on or before the date that bonuses are paid for a completed fiscal year prior to termination, a payment equal to the bonus she would have received for that prior completed fiscal year had she remained employed on the applicable LivePerson payout date.

The estimated value of the cash severance that would become payable under Ms. Greenberg’s employment agreement is $337,500, assuming she experienced a qualifying termination of employment on June 30, 2026 (the assumed Closing Date solely for purposes of this transaction-related compensation disclosure).

Arrangements with SoundHound

As of the date of this proxy statement/prospectus, none of LivePerson’s non-employee directors or executive officers has entered into any arrangements with SoundHound or any of its affiliates regarding employment with, or the right to purchase or participate in the equity of, the surviving corporation or any of its affiliates.

Other Interests of Directors

Palogic Value Fund, LP, which is managed by an entity co-founded by Mr. Vardeman and for which he serves as a principal, owns (i) approximately $3.9 million of 2026 Convertible Notes, and (ii) approximately $3.3 million principal amount of Second Lien Secured Notes. Mr. Vardeman disclaims beneficial ownership of these notes, except to the extent of his pecuniary interest therein, if any.

Quantification of Potential Payments to LivePerson’s Named Executive Officers in Connection with the Merger

As required by Item 402(t) of Regulation S-K, the following table sets forth, for LivePerson’s named executive officers, compensation that is based on or otherwise relates to the Merger and that may become payable to or realized by such individuals following certain termination of employment events that occur following the Closing. For purposes of this proxy statement/prospectus, the named executive officers include Messrs. Sabino, Collins, and Mina.

The estimated potential payments in the table below are based on the following assumptions: (i) a per-share price for LivePerson Common Stock equal to $2.71 (the average closing market price of LivePerson Common Stock over the first five business days following the first public announcement of the transaction contemplated by the Merger Agreement on April 21, 2026); (ii) each named executive officer’s base salary, target bonus level, and equity award holdings as of May 15, 2026; and (iii) that each named executive officer’s employment is terminated by LivePerson without cause on June 30, 2026 (the assumed Closing Date solely for purposes of this transaction-related compensation disclosure). Depending on when the Closing occurs, certain LivePerson RSU Awards that are now unvested and included in the table below may vest pursuant to their terms based on the completion of continued service with LivePerson, independent of the Merger. Further, the amounts indicated below are estimates based on multiple assumptions that may or may not actually occur, including assumptions described in this proxy statement/prospectus, and do not reflect certain compensation actions that may occur before Closing. As a result, the actual amounts, if any, to be received by a named executive officer may materially differ from the amounts set forth below. All dollar amounts have been rounded to the nearest whole dollar.

Golden Parachute Compensation

____________

(1)      As described in the subsection entitled “Employment Agreements” above, the named executive officers are each eligible for cash severance benefits pursuant to their respective employment agreements, subject to their execution and non-revocation of a release of claims. The amounts in this column, other than Mr. Mina’s transaction bonus, are “double-trigger” payments that may be made under the employment agreements, as they will only become payable in the event of a qualifying termination that occurs in connection with the Closing. Below is a breakdown of each component of the cash severance benefits reflected in the table above.

          In addition, Mr. Mina is eligible to receive a $250,000 transaction bonus upon the Closing, subject to his continued employment through the Closing. Mr. Mina’s transaction bonus is a “single-trigger” payment, as it will become payable in connection with the Closing and is not conditioned upon his qualifying termination.

(2)      Represents the value of shares of LivePerson Common Stock subject to LivePerson RSUs that would accelerate on a “double-trigger” basis in connection with the named executive officer’s qualifying termination following Closing, as described in the subsection entitled “Employment Agreements” above. For a summary of the treatment of LivePerson RSUs, see the section entitled “The Merger Agreement — Treatment of LivePerson Equity Awards in the Merger” beginning on page 69.

(3)      As described in the subsection entitled “Employment Agreements” above, the named executive officers are eligible for reimbursement for the differential cost of continuation of their health insurance benefits under COBRA (provided that they timely elect COBRA and they execute and do not revoke a release of claims) for a period of 18, 12, and six months for Messrs. Sabino, Collins, and Mina, respectively. The amounts in this column are “double-trigger” payments that may be made under the employment agreements, as they will only become payable in the event of a qualifying termination that occurs in connection with the Closing.

Indemnification and Insurance

Pursuant to the terms of the Merger Agreement, LivePerson’s non-employee directors and executive officers will be entitled to certain ongoing indemnification and insurance coverage for a period of six years following the Closing under the director’s and officer’s liability insurance policies of LivePerson. For additional information with respect to the indemnification and insurance coverage, see the section of this proxy statement/prospectus entitled “The Merger Agreement — Indemnification; Directors’ and Officers’ Insurance” beginning on page 84.

MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER

The following is a discussion of the material U.S. federal income tax consequences to U.S. Holders and Non-U.S. Holders (each as defined below) who exchange shares of LivePerson Common Stock for shares of SoundHound Common Stock in the Merger. This summary is based on provisions of the Internal Revenue Code of 1986, as amended (the “Code”), Treasury regulations promulgated thereunder and administrative and judicial interpretations thereof, each in effect as of the date of this proxy statement/prospectus, and all of which are subject to change, possibly with retroactive effect. SoundHound and LivePerson have not sought, and do not intend to seek, a ruling from the IRS or an opinion of counsel with respect to the statements made and the conclusions reached in the following summary, and no assurance can be given that the IRS will agree with the views expressed herein, or that a court will not sustain any challenge by the IRS in the event of litigation.

This summary applies only to Holders (as defined below) of LivePerson Common Stock who hold their LivePerson Common Stock as a “capital asset” within the meaning of Section 1221 of the Code (generally, property held for investment). This summary does not address all aspects of U.S. federal income taxation that may be relevant to a Holder in light of its particular circumstances, or that may apply to a Holder subject to special treatment under U.S. federal income tax laws (e.g., regulated investment companies, real estate investment trusts, mutual funds, controlled foreign corporations, foreign controlled foreign corporations, passive foreign investment companies, cooperatives, banks and certain other financial institutions, insurance companies, government organizations, tax-exempt organizations, retirement plans or other tax-deferred accounts, a corporation that accumulates earnings to avoid U.S. federal income tax, stockholders that are, or hold LivePerson Common Stock through, a partnership (or other entity or arrangement treated as a partnership for U.S. federal income tax purposes), U.S. Holders whose functional currency is not the United States dollar, dealers or brokers in stocks, securities, commodities or foreign currency, dealers or traders that mark-to-market their securities, expatriates and former long-term residents of the United States, persons that own or have owned (or are deemed to own or to have owned under certain constructive ownership rules) 5% or more (by vote or value) of the outstanding shares of LivePerson Common Stock, stockholders holding LivePerson Common Stock as part of a straddle, hedging, constructive sale or conversion transaction or other risk reduction transaction or integrated instrument, stockholders that purchase or sell LivePerson Common Stock as part of a wash sale for tax purposes, accrual-method taxpayers subject to special tax accounting rules under Section 451(b) of the Code, stockholders holding LivePerson Common Stock as qualified small business stock for purposes of Sections 1045 and/or 1202 of the Code or as “Section 1244 stock”, and stockholders who received their LivePerson Common Stock pursuant to the exercise of any employee stock option or otherwise as compensation). In addition, this discussion does not address any state, local or non-U.S. tax consequences, any considerations with respect to any withholding required pursuant to the Foreign Account Tax Compliance Act of 2010 (including the U.S. Treasury regulations promulgated thereunder and intergovernmental agreements entered into in connection therewith and any laws, regulations or practices adopted in connection with any such agreement), the Medicare contribution tax applicable to net investment income of certain non-corporate Holders of LivePerson Common Stock, or the alternative minimum tax.

For purposes of this summary, the term “U.S. Holder” means a beneficial owner of LivePerson Common Stock that is, for U.S. federal income tax purposes: (i) an individual citizen or resident of the United States; (ii) a corporation, or an entity treated as a corporation for U.S. federal income tax purposes, created or organized under the laws of the United States, any state thereof or the District of Columbia; (iii) an estate, the income of which is subject to U.S. federal income tax regardless of its source; or (iv) a trust, if (A) a United States court is able to exercise primary supervision over the trust’s administration and one or more U.S. persons (within the meaning of Section 7701(a)(30) of the Code) have authority to control all of the trust’s substantial decisions or (B) it has validly elected to be treated as a U.S. person for U.S. federal income tax purposes.

For purposes of this summary, the term “Non-U.S. Holder” means a beneficial owner of LivePerson Shares that is neither a U.S. Holder nor a partnership (or other entity or arrangement treated as a partnership) for U.S. federal income tax purposes.

The term “Holder” or “Holders” means a U.S. Holder or a Non-U.S. Holder.

If a partnership (or other entity or arrangement treated as a partnership) for U.S. federal income tax purposes is the beneficial owner of LivePerson Common Stock, the tax treatment of its partners or members generally will depend upon the status of the partner or member, the partnership’s activities, and certain determinations made at the

partner or member level. Accordingly, partnerships that beneficially own LivePerson Common Stock, and partners or members in such partnerships, are urged to consult their own tax advisors regarding the specific U.S. federal income tax consequences to them of the Merger.

This summary is for general informational purposes only and is not tax advice. Because individual circumstances may differ, each Holder of LivePerson Common Stock should consult its own tax advisor as to the applicability and effect of the rules summarized below and the particular tax consequences of the Merger to it, including tax reporting requirements, and the applicability and effect of any U.S. federal, state, local, and non-U.S. tax laws.

Consequences of the Merger to U.S. Holders and Non-U.S. Holders

For U.S. federal income tax purposes, the exchange by a Holder of shares of LivePerson Common Stock for shares of SoundHound Common Stock (and the receipt of cash in lieu of any fractional shares of SoundHound Common Stock) pursuant to the Merger is intended to be treated as a taxable sale described in Section 1001 of the Code.

Assuming the exchange of shares of LivePerson Common Stock for shares of SoundHound Common Stock (and the receipt of cash in lieu of any fractional shares of SoundHound Common Stock) pursuant to the Merger is treated for U.S. federal income tax purposes as a taxable sale described in Section 1001, a U.S. Holder generally will recognize capital gain or loss for U.S. federal income tax purposes in an amount equal to the difference, if any, between (i) the fair market value as of the Closing Date of the SoundHound Common Stock received (including any cash received in lieu of any fractional shares of SoundHound Common Stock) and (ii) the U.S. Holder’s adjusted tax basis in its shares of LivePerson Common Stock. A U.S. Holder’s adjusted tax basis in its shares of LivePerson Common Stock will generally equal the price the U.S. Holder paid for such shares.

Any capital gain or loss recognized will be long-term capital gain or loss if the U.S. Holder’s holding period for such shares of LivePerson Common Stock exceeds one year as of the Closing Date. Long-term capital gain recognized by certain non-corporate U.S. Holders, including individuals, is currently taxed at preferential U.S. federal income tax rates. The deductibility of capital losses is subject to limitations. Gain or loss generally will be determined separately for each block of shares of LivePerson Common Stock (that is, shares of LivePerson Common Stock acquired at the same cost in a single transaction) exchanged pursuant to the Merger.

A U.S. Holder’s tax basis in the shares of SoundHound Common Stock received in the Merger generally will equal the fair market value as of the Closing Date of such shares. A U.S. Holder’s holding period in the shares of SoundHound Common Stock received in the Merger generally will begin on the day following the Closing Date.

A U.S. Holder who receives cash in lieu of any fractional shares of SoundHound Common Stock may be treated as if such U.S. Holder had received such fractional share of SoundHound Common Stock pursuant to the Merger and as if such fractional share of SoundHound Common Stock had then been redeemed for cash by SoundHound. Such redemption generally would be treated as a distribution in exchange for such U.S. Holder’s fractional share generally resulting in such U.S. Holder recognizing gain or loss equal to the difference, if any, between the amount of cash received and the tax basis in such fractional share, determined as described above (unless the receipt of cash has the effect of a distribution of a dividend under applicable provisions of the Code, in which case such cash received would be treated as a dividend to the extent of such U.S. Holder’s ratable share of the earnings and profits of SoundHound, as determined for U.S. federal income tax purposes, with any amount not treated as a dividend for U.S. federal income tax purposes first constituting a return of capital and reducing (but not below zero) such U.S. Holder’s tax basis in its SoundHound Common Stock and any excess treated as capital gain).

Subject to the discussion under “Information Reporting and Backup Withholding” below, any gain realized by a Non-U.S. Holder upon exchange of shares of LivePerson Common Stock for shares of SoundHound Common Stock (and the receipt of cash in lieu of any fractional shares of SoundHound Common Stock) pursuant to the Merger generally will not be subject to U.S. federal income tax unless:

•        such gain is effectively connected with the Non-U.S. Holder’s conduct of a trade or business in the United States (and, if required by an applicable tax treaty, is attributable to a permanent establishment maintained by such Non-U.S. Holder in the United States), in which case the Non-U.S. Holder generally

will be taxed on a net income basis generally in the same manner as a U.S. Holder, except that if the Non-U.S. Holder is a foreign corporation, an additional branch profits tax may apply at a rate of 30% (or a lower applicable treaty rate) on such effectively connected gain, as adjusted for certain items;

•        such Non-U.S. Holder is an individual who is present in the United States for 183 days or more in the taxable year of the Closing Date, as the case may be, and certain other conditions are met, in which case such Non-U.S. Holder generally will be subject to a 30% U.S. federal income tax (or a lower rate under an applicable income tax treaty) on such gain; or

•        LivePerson Common Stock constitutes a “United States real property interest” (a “USRPI”) by reason of LivePerson’s status as a U.S. real property holding corporation (a “USRPHC”) for U.S. federal income tax purposes. LivePerson believes that it will not have been a USRPHC at any time within the five-year period ending on the Closing Date. Even if LivePerson were a USRPHC, gain arising from the sale or other taxable disposition by a Non-U.S. Holder of shares of LivePerson Common Stock will not be subject to U.S. federal income tax imposed on the disposition of a USRPI if such stock is “regularly traded,” as defined by applicable U.S. Treasury regulations, on an established securities market, and such Non-U.S. Holder owned, actually and constructively, 5% or less of such stock throughout the shorter of the five-year period ending on the Closing Date or the Non-U.S. Holder’s holding period, or if another exception from these rules under the Code applies.

As discussed above, in certain circumstances, the receipt of cash in lieu of a fractional share of SoundHound Common Stock pursuant to the Merger could be treated as a dividend. For a Non-U.S. Holder, any amount so treated generally would be subject to U.S. withholding tax at a rate of 30% (or such lower rate as may be specified by an applicable tax treaty) unless such dividend is effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the United States (and, if required by an applicable tax treaty, is attributable to a permanent establishment maintained by such Non-U.S. Holder in the United States). Accordingly, an applicable withholding agent may withhold at a rate of 30% (or such lower rate as may be specified by an applicable tax treaty) on any cash in lieu of any fractional shares received by a Non-U.S. Holder pursuant to the Merger.

Information Reporting and Backup Withholding

Information reporting generally will apply to the receipt of SoundHound Common Stock by a Holder in exchange for LivePerson Common Stock (and the receipt of cash in lieu of any fractional shares of SoundHound Common Stock) pursuant to the Merger, unless such Holder is an entity that is exempt from information reporting and, when required, properly demonstrates its eligibility for exemption. The receipt of shares of SoundHound Common Stock by a Holder in exchange for shares of LivePerson Common Stock pursuant to the Merger generally will also be subject to backup withholding (currently, at a rate of twenty-four percent (24%)), unless (i) in the case of a U.S. Holder, such U.S. Holder provides the appropriate documentation (generally, IRS Form W-9) to the applicable withholding agent certifying that, among other things, its taxpayer identification number is correct, or otherwise establishes an exemption and (ii) in the case of a Non-U.S. Holder, such Non-U.S. Holder certifies under penalties of perjury that it is not a U.S. person (generally by providing an IRS Form W-8BEN, IRS Form W-8BEN-E or other applicable IRS Form W-8) or otherwise establishes an exemption. Non-U.S. Holders are urged to consult their own tax advisors to determine which IRS Form W-8 is appropriate.

Certain Holders of shares of LivePerson Common Stock (including corporations) generally are not subject to backup withholding. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules generally will be allowed as a refund or a credit against a Holder’s U.S. federal income tax liability if the required information is properly and timely furnished by such Holder to the IRS.

THE FOREGOING DOES NOT SUMMARIZE ALL ASPECTS OF U.S. FEDERAL INCOME TAXATION THAT MAY BE RELEVANT TO PARTICULAR HOLDERS. HOLDERS ARE URGED TO CONSULT THEIR OWN TAX ADVISOR REGARDING THE PARTICULAR TAX CONSEQUENCES TO THEM OF THE MERGER IN LIGHT OF THEIR PARTICULAR CIRCUMSTANCES, INCLUDING THE APPLICATION AND EFFECT OF ANY FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAWS.

COMPARISON OF RIGHTS OF STOCKHOLDERS OF SOUNDHOUND AND
STOCKHOLDERS OF LIVEPERSON

SoundHound and LivePerson are both incorporated under the laws of the State of Delaware. Upon completion of the Merger, the certificate of incorporation and bylaws of Merger Sub in effect immediately prior to the effective time of the Merger will be the certificate of incorporation and bylaws of the combined company. The rights of LivePerson stockholders who receive shares of SoundHound Common Stock as a result of the Merger will be governed by the DGCL, the SoundHound charter and the SoundHound bylaws. The following discussion summarizes certain material differences between the rights of holders of LivePerson Common Stock and SoundHound Common Stock resulting from the differences in their governing documents.

This discussion does not purport to be a complete statement of the rights of holders of SoundHound Common Stock under the DGCL, the SoundHound charter and the SoundHound bylaws or the rights of holders of LivePerson Common Stock under the DGCL, the LivePerson charter and the LivePerson bylaws, and is qualified in its entirety by reference to the governing corporate documents of SoundHound and LivePerson and applicable law. For more information, see “Where You Can Find More Information,” beginning on page 112.

LEGAL MATTERS

The legality of the shares of SoundHound Common Stock issuable in the Merger will be passed upon for SoundHound by Latham & Watkins LLP.

EXPERTS

SoundHound AI, Inc.

The financial statements of SoundHound AI, Inc. and management’s assessment of the effectiveness of internal control over financial reporting (which is included in Management’s Report on Internal Control over Financial Reporting) incorporated in this prospectus by reference to the Annual Report on Form 10-K for the year ended December 31, 2025 have been so incorporated in reliance on the report (which contains an adverse opinion on the effectiveness of internal control over financial reporting and a paragraph relating to the effectiveness of internal control over financial reporting due to the exclusion of Interactions Corporation because it was acquired by SoundHound AI, Inc. in a business combination during 2025) of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

LivePerson, Inc.

The consolidated financial statements of LivePerson, Inc. as of December 31, 2025 and 2024 and for each of the three years in the period ended December 31, 2025 and management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2025 incorporated by reference in this proxy statement/prospectus have been so incorporated in reliance on the reports of BDO USA, P.C., an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

Interactions Corporation

The consolidated financial statements of Interactions Corporation as of and for the year ended December 31, 2024 included in the Current Report on Form 8-K/A of SoundHound AI, Inc., filed with the Securities and Exchange Commission on November, 14, 2025, have been audited by Ernst & Young LLP, independent auditors, as set forth in their report thereon, included therein, and incorporated by reference herein. Such consolidated financial statements are incorporated herein by reference in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT OF LIVEPERSON

The following table sets forth information with respect to the beneficial ownership of outstanding shares of LivePerson Common Stock as of May 15, 2026, unless otherwise indicated in the footnotes below, by:

•        each person or group of affiliated persons whom LivePerson knows to beneficially own more than five percent of LivePerson Common Stock;

•        each of LivePerson’s named executive officers;

•        each of LivePerson’s directors; and

•        all of LivePerson’s directors and executive officers as a group.

A person is deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days after May 15, 2026, including any shares of LivePerson Common Stock subject to an option that are exercisable or will be exercisable, and any LivePerson RSUs that have vested or will vest, within 60 days after May 15, 2026.

Except as contemplated by the Merger and the Merger Agreement, LivePerson has no knowledge of any arrangement that would, at a subsequent date, result in a change in control of LivePerson.

Beneficial ownership is determined in accordance with the rules of the SEC and includes voting and investment power with respect to shares. Percentage of beneficial ownership is based on 12,228,430 shares of LivePerson Common Stock outstanding on May 15, 2026 (excluding shares held in treasury). Unless otherwise indicated, the persons named in the table directly own the shares and have sole voting and sole investment control with respect to all shares beneficially owned:

____________

*        Less than 1%.

(1)      Unless noted otherwise, the business address of each beneficial owner is c/o LivePerson, Inc., 530 Seventh Avenue, Floor M1, New York, New York 10018.

(2)      Beneficial ownership is determined in accordance with the rules of the SEC and includes voting and/or investment power with respect to the shares shown as beneficially owned.

(3)     Holdings based solely on our review of the Schedule 13D filed with the SEC on February 17, 2026 by M.H. Davidson & Co., Davidson Kempner Arbitrage, Equities & Relative Value LP, Davidson Kempner Capital Management LP and Anthony A. Yoseloff. The shares reported herein are held by subfunds of Davidson Kempner Capital Management LP (“DKCM”), specifically (i) M.H. Davidson & Co. and (ii) Davidson Kempner Arbitrage, Equities and Relative Value LP. DKCM

serves as the investment manager to these subfunds and, pursuant to investment management agreements, exercises ultimate voting and dispositive power over the securities. The business address of each beneficial owner is c/o Davidson Kempner Capital Management LP, 9 West 57th Street, 29th Floor, New York, New York 10019.

(4)      Includes 6,260 shares underlying LivePerson Options that are currently exercisable or that will be exercisable at or within 60 days of May 15, 2026.

(5)      Palogic Value Fund, L.P., a Delaware limited partnership (Palogic Value Fund), is the record and direct beneficial owner of these shares. Palogic Value Management, L.P., a Delaware limited partnership (Palogic Value Management), is the general partner of, and may be deemed to beneficially own securities owned by, Palogic Value Fund. Palogic Capital Management, LLC, a Delaware limited liability company (Palogic Capital Management), is the general partner of, and may be deemed to beneficially own securities beneficially owned by, Palogic Value Management. Mr. Vardeman is the sole member of, and may be deemed to beneficially own securities beneficially owned by, Palogic Capital Management. Mr. Vardeman is also a limited partner in, and may be deemed to beneficially own securities owned by, Palogic Value Fund. The address of Palogic Value Fund, Palogic Value Management and Palogic Capital Management is 8333 Douglas Avenue, Suite 775, Dallas, TX 75225.

Mr. Vardeman states that nothing herein shall be deemed an admission that Mr. Vardeman is, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of these shares. Mr. Vardeman disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest in such shares. Mr. Vardeman may be deemed to be a member of a group with respect to LivePerson or securities of LivePerson for purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended.

Mr. Vardeman declares that nothing herein shall be construed as an admission that such persons are, for the purposes of Section 13(d) or 13(g) of the Exchange Act, or any other purpose, a member of a group with respect to LivePerson or securities of LivePerson.

(6)      Includes 9,067 shares underlying LivePerson Options that are currently exercisable or that will be exercisable at or within 60 days of May 15, 2026.

(7)      Includes 34,229 shares underlying LivePerson Options that are currently exercisable or that will be exercisable at or within 60 days of May 15, 2026 and 28,987 RSUs which will be vested within 60 days of May 15, 2026.

STOCKHOLDER PROPOSALS

SoundHound Stockholder Proposals

SoundHound will hold an annual meeting of stockholders in 2027 (the “SoundHound 2027 annual meeting”) regardless of whether the Merger has been completed.

Under SEC rules, a SoundHound stockholder who intends to present a proposal, other than director nominations, at the SoundHound 2027 annual meeting and who wishes the proposal to be included in the proxy statement for that meeting must submit the proposal in writing to SoundHound’s corporate secretary. The proposal must comply with the requirements set forth in SoundHound’s bylaws and must have been received no later than 90 days prior to the meeting.

Stockholders who wish to propose a matter for action at the SoundHound 2027 annual meeting, including the nomination of directors, but who do not wish to have the proposal or nomination included in the proxy statement, must notify SoundHound in writing of the information required by the provisions of SoundHound’s bylaws dealing with stockholder proposals and director nominations. The notice must be delivered to SoundHound’s corporate secretary not less than 60 days nor more than 90 days prior to the SoundHound 2027 annual meeting; provided, however, that in the event that less than 70 days’ notice or prior public disclosure of the date of the annual meeting is given or made to stockholders, notice by a stockholder, to be timely, must be received no later than the close of business on the 10th day following the day on which such notice of the date of the annual meeting was mailed or such public disclosure was made, whichever first occurs. You can obtain a copy of SoundHound’s bylaws by writing SoundHound’s corporate secretary at the address below.

All future written proposals should be directed to Corporate Secretary, SoundHound AI, Inc., 5400 Betsy Ross Drive, Santa Clara, CA 95054.

LivePerson Stockholder Proposals

If the Merger Agreement is not adopted by the requisite vote of LivePerson stockholders or if the Merger is not completed for any reason, LivePerson intends to hold an annual meeting of its stockholders in 2027 (the “LivePerson 2027 annual meeting”). In order to be considered for inclusion in LivePerson’s proxy statement and proxy card relating to the LivePerson 2027 annual meeting, any proposal by a stockholder submitted pursuant to Rule 14a-8 under the Exchange Act must be received by LivePerson at its principal executive offices not later than 120 days prior to the release date of LivePerson’s proxy statement for the previous year’s annual meeting and must otherwise be in compliance with the SEC rules regarding eligibility for inclusion in LivePerson’s proxy statement and proxy card. In addition, any proposal for consideration at the LivePerson 2027 annual meeting submitted by a stockholder other than pursuant to Rule 14a-8 must be received by the corporate secretary of LivePerson at its principal executive offices not later than the close of business 90 days prior to the date of the first anniversary of the 2026 Annual Meeting of Stockholders and not earlier than the close of business 120 days prior to the date of the first anniversary of the 2026 Annual Meeting of Stockholders (or if the date of the LivePerson 2027 annual meeting is more than 30 days before or more than 70 days after the first anniversary of the 2026 annual meeting, not later than the close of business on the later of the 90th day prior to the meeting or the 10th day following the public announcement of the meeting date and not earlier than the close of business on the 120th day prior to the meeting) and must otherwise be in compliance with the requirements for the proposal of business to be considered by stockholders set forth in the LivePerson bylaws.

To nominate a director for election to the LivePerson board of directors at the LivePerson 2027 annual meeting, a stockholder’s notice must be received by the corporate secretary of LivePerson at its principal executive offices not later than the close of business 90 days prior to the date of the first anniversary of the 2026 Annual Meeting of Stockholders and not earlier than the close of business 120 days prior to the first anniversary of the 2026 Annual Meeting of Stockholders (or if the date of the LivePerson 2027 annual meeting is more than 30 days before or more than 70 days after the first anniversary of the 2026 Annual Meeting of Stockholders, not later than the close of business on the later of the 90th day prior to the meeting or the 10th day following the public announcement of the meeting date and not earlier than the close of business on the 120th day prior to the meeting) and must otherwise be in compliance with the requirements for the nomination of directors set forth in the LivePerson bylaws. In addition to satisfying the foregoing requirements under the LivePerson bylaws, to comply

with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than LivePerson’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than 60 days prior to the first anniversary of the 2026 Annual Meeting of Stockholders (or if the date of the meeting has changed by more than 30 days from the previous year, no later than the later of 60 days prior to the date of the meeting or the 10th day following the day on which public announcement of the date of the annual meeting is first made).

All future proposals and director nominations should be addressed to: Corporate Secretary, 530 Seventh Ave, Floor M1, New York, New York 10018.

HOUSEHOLDING OF PROXY MATERIALS

The SEC has adopted rules that permit companies to implement a delivery procedure called “householding.” Under this procedure, multiple stockholders who reside at the same address may receive a single copy of this proxy statement/prospectus, unless the affected stockholder has provided contrary instructions. This procedure reduces printing costs and postage fees, and saves natural resources. If you received a household mailing and you would like to have additional copies mailed to you, please submit your request in writing to LivePerson, Inc., c/o Broadridge, Householding Department, 51 Mercedes Way, Edgewood, New York 11717, or by calling Broadridge at 1-866-540-7095. Similarly, you may also contact Broadridge if you received multiple copies of the LivePerson special meeting materials and would prefer to receive a single copy in the future, or if you would like to opt out of householding for future mailings. Stockholders who hold their shares in street name should contact their broker, bank or other nominee regarding combined mailings.

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

The unaudited pro forma condensed combined financial information of SoundHound AI, Inc. (“SoundHound” or the “Company”) has been prepared in accordance with Article 11 of Regulation S-X and presents the combination of the historical financial information of SoundHound and LivePerson, Inc. (“LivePerson” or the “Target”), adjusted to give effect to the LivePerson Merger. The unaudited pro forma condensed combined financial information of SoundHound also gives effect to the acquisition of Interactions Corporation (“Interactions”) that occurred on September 3, 2025 but was not reflected in the historical financial information of SoundHound for a full fiscal year.

Description of the Acquisitions

On April 21, 2026, SoundHound entered into a Merger Agreement and a Notes Restructuring Agreement (collectively, the “Transaction Agreements”) with LivePerson, pursuant to which Lightspeed Merger Sub Inc., a wholly owned subsidiary of SoundHound, agreed to merge with and into LivePerson, with LivePerson surviving as an indirect wholly owned subsidiary of SoundHound (the “LivePerson Merger”).

Under the terms of the Transaction Agreements, total consideration consisted of the following:

i.       shares of SoundHound Class A common stock issued to holders of LivePerson’s First Lien Convertible Senior Notes due 2029 and 10.0% Second Lien Senior Subordinated Secured Notes (collectively, the “Secured Notes”) equal to approximately $178.0 million and $83.2 million (the “First and Second Lien Stock Consideration”), respectively, each divided by the SoundHound Closing Stock Price,

ii.      shares of SoundHound Class A common stock issued to holders of LivePerson common stock with an aggregate value of $42.8 million (the “Shareholder Stock Consideration”) divided by the SoundHound Closing Stock Price, subject to adjustment for LivePerson’s closing cash balance relative to a $74.0 million minimum cash threshold; and

iii.     replacement restricted stock units (RSUs) and cash-settled awards issued to continuing LivePerson employees in exchange for outstanding unvested equity awards. All out-of-the-money stock options and warrants were cancelled at closing for no consideration.

The SoundHound Closing Stock Price is determined based on the average of the daily volume-weighted average prices of a share of SoundHound Common Stock on each of the ten consecutive trading days ending on and including the trading day that is three trading days prior to the closing date, subject to a collar of $7.00 (floor) and $12.00 (cap) per share. SoundHound retains the right to substitute cash in lieu of all or a portion of the stock consideration payable to Secured Note holders.

As of March 31, 2026, LivePerson had approximately $20.1 million in aggregate principal amount of 0% Convertible Notes due 2026 outstanding. Pursuant to the Merger Agreement, LivePerson is required to use commercially reasonable best efforts to retire these notes at or prior to closing.

The determination of estimated preliminary consideration under GAAP and the preliminary purchase price allocation, including the fair value of assets acquired and liabilities assumed, are accounted for as a business combination under ASC 805, Business Combinations, and are discussed in Note 4 to the Unaudited Pro Forma Condensed Combined Financial Statements included herein.

Description of Interactions Acquisition during the year ended December 31, 2025

On September 3, 2025, SoundHound completed its acquisition of Interactions (the “Interactions Acquisition”, “Acquisition”), pursuant to the terms of the Agreement and Plan of Merger (the “Merger Agreement”) entered into by and among SoundHound, Iris Merger Sub, Inc., Interactions Corporation and Shareholder Representative Services LLC. The transaction included cash paid to selling shareholders, repayment of Interactions’ outstanding debt at closing, payment of seller transaction expenses, customary cash holdbacks, and contingent earnout consideration tied to specified future milestones. On the acquisition date, each outstanding share of Interactions’ capital stock, stock options, warrants to purchase Interactions’ capital stock, and treasury stock were cancelled and extinguished without any present or future right to receive any consideration with the exception of certain shares of Interactions’ preferred stock that were converted into the right to receive the consideration defined above.

Other Information

The unaudited pro forma condensed combined balance sheet as of March 31, 2026 combines the historical consolidated balance sheets of SoundHound and LivePerson, giving effect to the acquisition as if it had occurred on March 31, 2026. The unaudited pro forma condensed combined statement of operations for the three months ended March 31, 2026, and the year ended December 31, 2025, assumes that the LivePerson Merger and the Interactions Acquisition (the “Transactions”) occurred as of January 1, 2025, and combines the historical results of SoundHound, Interactions, and LivePerson giving pro forma effect for the periods then ended.

The unaudited pro forma condensed combined financial information is derived from the historical financial information of SoundHound, Interactions, and LivePerson, and should be read in conjunction with the following information:

•        the historical audited consolidated financial statements of SoundHound for the year ended December 31, 2025, included in its Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 2, 2026,

•        the historical unaudited condensed consolidated financial statements of SoundHound for the three months ended March 31, 2026, included in its Quarterly Report on Form 10-Q filed with the SEC on May 11, 2026,

•        the historical audited consolidated financial statements of LivePerson for the year ended December 31, 2025, included in its Annual Report on Form 10-K filed with the SEC on March 16, 2026,

•        the historical unaudited condensed consolidated financial statements of LivePerson, Inc. for the three months ended March 31, 2026, included in its Quarterly Report on Form 10-Q filed with the SEC on May 8, 2026,

•        the historical unaudited financial information of Interactions for the period from January 1, 2025 to September 2, 2025, which is derived from the historical unaudited pro forma condensed combined statement of operations of SoundHound for the nine months ended September 30, 2025, that are included as Exhibit 99.3 in the Company’s Report on Form 8-K/A filed with the SEC on November 17, 2025.

Assumptions underlying the pro forma adjustments are described in the accompanying notes, which should be read in conjunction with the unaudited pro forma condensed combined financial information. The transaction accounting adjustments are based on available information and assumptions that the Company’s management believes are reasonable. Actual results and valuations may differ materially from the assumptions within the accompanying unaudited pro forma condensed combined financial information.

The LivePerson Merger is subject to closing adjustments that have not yet been finalized. Accordingly, the pro forma adjustments are preliminary and have been made solely for the purpose of providing unaudited pro forma condensed combined financial information as required by SEC rules. Differences between these preliminary estimates and the final acquisition accounting may be material.

SOUNDHOUND AI, INC.

Unaudited Pro Forma Condensed Combined Balance Sheet

As of March 31, 2026

(in thousands)