SoundHound filing shows LivePerson revenue fell 39% in two years and creditors took 86% of the merger price

SoundHound AI▼−3.89% — SoundHound AI, down 3.89 percent today, the Nasdaq-listed voice and agentic AI company, filed the fine print on its LivePerson purchase on November 13: a Form 8-K/A carrying the audited 2025 accounts↗ of LivePerson, the customer-messaging software maker whose merger closed on September 4, plus the first pro formas for the combined business ¹. The accounts answer the question a record $62.4 million quarter could not: what, exactly, SoundHound bought ⁴.

The answer is a business in retreat. LivePerson's revenue was $243.7 million in 2025, down from $312.5 million in 2024 and $402.0 million in 2023, a 39 percent slide in two years ¹.

Creditors collected most of the price

The write-downs came every year. Goodwill fell $60.6 million in 2024, $41.6 million in 2025 and another $51.8 million in the first half of 2026, and a September 2025 exchange of $115 million of second-lien notes was accounted for by auditor BDO as a troubled debt restructuring ¹². LivePerson ended 2025 with $391.8 million of senior notes, $95.0 million of cash and a $44.5 million stockholders' deficit ¹. Of the $289.8 million merger consideration, $248.7 million in SoundHound stock, about 86 percent, went to those noteholders; common shareholders received roughly $33.5 million ².

Cash burn leaves about a year of cover

The filing lands mid-repricing. Third-quarter revenue grew 48.5 percent while billings, the cash actually collected, grew 9.8 percent; non-GAAP gross margin fell nine points to 50.3 percent; and free cash flow ran about negative $44 million against $207.6 million of cash, roughly a year of cover ³⁴. The shares are down 22.1 percent over the past month ⁵.

The pro formas put combined 2025 revenue at $455.4 million↗ ²; the 2027 outlook of $350 million to $400 million↗ sits below that base, with SoundHound deliberately shedding negative-margin contracts ⁴. The bridge is $120 million of annualized savings, more than $80 million of it effective before January 1, 2027, carried by a roughly 27 percent workforce cut and $18 million to $22 million of charges ³⁴.

Management sees adjusted EBITDA in the second half of 2027

The debt did not follow the business: SoundHound retired LivePerson's notes at closing and assumed $3.8 million, to be repaid this quarter ⁴. Management targets positive adjusted EBITDA in the second half of 2027 even at the low end of guidance, citing warm reception from LivePerson's top 90 enterprise accounts, worth more than $100 million in annual recurring revenue ⁴.

At about 4.8 times forward sales, some analysts already call the stock cheap against peers ⁵. The next readings are dated: the savings checkpoint on January 1, and whether billings growth closes on revenue growth ³⁴. The books are on the record; the first deadline is seven weeks out.