Two filings hit the SEC record on July 2, 2026 from opposite sides of the same conversational-AI transaction. SoundHound AI, Inc. (Nasdaq: SOUN) filed a Form 8-K under Item 1.01, also designated as a Rule 425 written communication, and LivePerson, Inc. (Nasdaq: LPSN) filed its own 8-K and 425. What they disclose is not a new deal but a rewrite of an existing one: an Amended and Restated Merger Agreement, dated July 2, 2026, that the SoundHound filing states "amends and restates in its entirety the Merger Agreement, dated as of April 21, 2026" among SoundHound, an original merger sub, and LivePerson. The document repeatedly flags which terms are carried over verbatim ("Consistent with the Original Merger Agreement") and which are new, making the amendment itself the story.

The most visible structural change is the addition of a second acquisition subsidiary. Where the April agreement contemplated a single merger sub, the restated agreement names two Delaware entities — Lightspeed Merger Sub Inc. (“Merger Sub I”) and Lightspeed Merger Sub II Inc. (“Merger Sub II”), each an indirect wholly owned subsidiary of SoundHound — and sequences their mergers into LivePerson. The SoundHound 8-K sets out the mechanics directly:

Merger Sub I will merge with and into LivePerson (the “ First Merger ”), with LivePerson surviving the First Merger as an indirect wholly owned subsidiary of the Company and, immediately following the First Merger, Merger Sub II will merge with and into LivePerson (the “ Second Merger ”, and, together with the First Merger, the “ Mergers ”), with LivePerson surviving the Second Merger as an indirect wholly owned subsidiary of the Company.— SoundHound AI, Inc., Form 8-K (Item 1.01), filed July 2, 2026, source

The two-step design does specific work in the restated terms. Ordinary LivePerson common shares are converted in the First Merger into SoundHound Class A common stock, while shares held through the Tel-Aviv Stock Exchange Clearing House Ltd. (defined as “TASE Shares”) are handled separately in the Second Merger and converted into cash rather than stock. Per the filing, the aggregate cash payable to TASE holders — the “Closing TASE Cash Merger Consideration” — is capped so that “in the event such amount exceeds $7,500,000, ‘Closing TASE Cash Merger Consideration’ will be $7,500,000.”

How the stock consideration is calculated

The economic core of the deal is a formula rather than a headline per-share price. Each LivePerson common share (other than excluded and TASE shares) converts into a number of SoundHound Class A shares equal to the Closing Merger Consideration divided by the Fully Diluted Common Number. The Closing Merger Consideration, in turn, is the Aggregate Consideration Amount divided by the Company Closing Stock Price. The SoundHound 8-K states that, consistent with the original agreement, the “Aggregate Consideration Amount” refers to an amount equal to $42,784,532.64, minus LivePerson Shortfall Cash, plus the aggregate exercise prices of all in-the-money options other than those assumed and rolled over.

The Shortfall Cash mechanic is where the restated agreement introduces a fresh, dated adjustment. “LivePerson Shortfall Cash” is defined as $74,000,000 — “or, solely for purposes of the Amended and Restated Merger Agreement, $71,000,000 if the Closing occurs in July” — minus the aggregate principal amount of LivePerson’s 0% convertible notes due 2026 repurchased between April 1, 2026 and the Closing Date, minus LivePerson’s net cash balance measured at 12:01 a.m. Pacific Time on the Closing Date; if the calculation is negative, the shortfall is set to $0. That $71,000,000 July figure is one of the concrete new numbers the restatement adds on top of the carried-over $74,000,000 baseline.

The number of SoundHound shares that clears the formula depends on where SoundHound stock trades near closing, and the filing collars that input. The “Company Closing Stock Price” is derived from the ten-day volume-weighted average price ending three trading days before closing, but the 8-K states that if that price “exceeds $12 per share, ‘Company Closing Stock Price’ will be $12 per share” and if it “falls below $7 per share, ‘Company Closing Stock Price’ will be $7 per share.” The document also states it is expected that the Mergers will not qualify as a tax-free reorganization for U.S. federal income tax purposes.

Equity awards, conditions, and the exit terms

The restated agreement carries over the original’s treatment of LivePerson equity awards. In-the-money options held by non-employees are entitled to the Per Share Merger Consideration net of exercise price and withholdings; options that are not in the money are cancelled for no consideration; RSUs held by non-employee directors and vested-but-unsettled RSUs receive the Per Share Merger Consideration; other in-the-money options and RSUs are assumed by SoundHound and converted into SoundHound-denominated awards; and all LivePerson warrants are cancelled for no consideration. For award holders outside the United States, the filing states SoundHound may cash out or convert awards into cash-based awards that continue vesting on the same schedule where the standard treatment would be administratively burdensome.

Closing conditions, the 8-K states, are consistent with the original agreement and include adoption of the Amended and Restated Merger Agreement by LivePerson stockholders; the absence of any legal impediment; receipt of approvals under certain foreign direct investment laws; Nasdaq listing approval for the SoundHound shares to be issued; effectiveness of SoundHound’s Form S-4; accuracy of representations and warranties subject to materiality qualifications; performance of covenants; the absence of a material adverse effect on LivePerson; and the consummation of the Notes Restructuring Transactions. LivePerson is subject to customary non-solicitation covenants restricting it from pursuing alternative business combinations.

On the exit terms, either party may terminate if the Mergers are not completed by October 21, 2026, a date the filing says may be extended to December 5, 2026 if certain regulatory approvals have not been obtained; other termination triggers include a failure to obtain LivePerson stockholder approval, an adverse recommendation change or material breach of the non-solicitation obligations, a termination to accept a superior proposal, or termination of the Notes Restructuring Transactions for any reason. The agreement provides that LivePerson is required to pay SoundHound a termination fee of $5,000,000, plus SoundHound’s transaction expenses, under specified circumstances, with the expense reimbursement capped at $3,750,000 where a fee is payable in connection with the failure to consummate the Notes Restructuring Transactions. The filing states that LivePerson’s board of directors unanimously approved the Amended and Restated Merger Agreement and resolved to recommend its adoption to LivePerson stockholders.

What the July 2 filings put on the record is a definitive restatement rather than a fresh negotiation: the price mechanism, the $42,784,532.64 base amount, the equity-award treatment, and the termination architecture are carried forward, while the second merger sub, the July-closing $71,000,000 shortfall figure, and the October 21, 2026 outside date mark where the restated agreement diverges from the April 21 original. The full Amended and Restated Merger Agreement is attached to the 8-K as Exhibit 2.1, which the filing notes is the controlling document for any term summarized here.