--- title: "SoundHound filing shows LivePerson revenue fell 39% in two years and creditors took 86% of the merger price" description: "The 8-K/A filed November 13 puts LivePerson's audited accounts and the merger pro formas on SoundHound's record: a business that shrank two years running, took goodwill write-downs in three straight periods, and sent about 86 percent of its $289.8 million merger price to creditors. It lands with the stock down 22.1 percent in a month and about a year of cash cover at the current burn." publisher: "The Inference" section: "Applications" published: 2026-11-13T18:14:51.687Z modified: 2026-11-13T18:14:51.687Z canonical: https://theinference.org/article/soundhound-filing-shows-liveperson-revenue-fell-39-in-two-years-and-creditors-took-86-of-the-merger-price language: en keywords: "SoundHound AI, LivePerson, Mergers, Earnings, Voice AI" --- # SoundHound filing shows LivePerson revenue fell 39% in two years and creditors took 86% of the merger price > The 8-K/A filed November 13 puts LivePerson's audited accounts and the merger pro formas on SoundHound's record: a business that shrank two years running, took goodwill write-downs in three straight periods, and sent about 86 percent of its $289.8 million merger price to creditors. It lands with the stock down 22.1 percent in a month and about a year of cash cover at the current burn. [SoundHound AI](https://theinference.org/markets/companies/soundhound-ai), 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](https://www.sec.gov/Archives/edgar/data/1840856/000121390026119127/0001213900-26-119127-index.htm) 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]. *Chart: **LivePerson's revenue fell 39% in the two years before SoundHound bought it** Column chart of LivePerson annual revenue: $402.0 million in fiscal 2023, $312.5 million in 2024 and $243.7 million in 2025.* *Total revenue by fiscal year, US$ millions, from LivePerson's audited consolidated financial statements attached to SoundHound's Form 8-K/A filed November 13, 2026. [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 [1][2]. 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](https://theinference.org/article/soundhound-grew-revenue-48-5-to-62-4-million-but-december-must-show-80-million-of-cuts) 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 [3][4]. The shares are down 22.1 percent over the past month [5]. *Chart: **Revenue has nearly doubled since late 2024 while free cash flow stays near negative $35 million a quarter** Line chart of SoundHound AI quarterly revenue and free cash flow, Q4 2024 to Q3 2026: revenue rises from $34.5 million to $62.4 million while free cash flow stays between negative $19.4 million and negative $38.6 million.* *Quarterly revenue and free cash flow, US$ millions, for SoundHound AI. Free cash flow is operating cash flow less capital spending. Figures from the company's SEC filings, retrieved November 13, 2026. [6]* [The pro formas put combined 2025 revenue at $455.4 million](https://www.sec.gov/Archives/edgar/data/1840856/000121390026119127/ea031101701ex99-3.htm) [2]; [the 2027 outlook of $350 million to $400 million](https://www.marketscreener.com/news/soundhound-ai-reports-record-q3-revenue-and-guides-to-sustained-adjusted-ebitda-profitability-within-ce785fdddb81f022) 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 [3][4]. ## 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 [3][4]. The books are on the record; the first deadline is seven weeks out. ## Takeaway SoundHound's $289.8 million LivePerson purchase bought a business whose revenue fell 39 percent in two years, and about 86 percent of the price went to the target's noteholders. ## Sources 1. [SEC EDGAR, SoundHound AI Form 8-K/A (Items 2.01, 9.01) with LivePerson audited FY2025 financial statements, filed 13 November 2026](https://www.sec.gov/Archives/edgar/data/1840856/000121390026119127/0001213900-26-119127-index.htm) 2. [SEC EDGAR, Exhibit 99.3 to SoundHound AI Form 8-K/A: unaudited pro forma condensed combined financial information, filed 13 November 2026](https://www.sec.gov/Archives/edgar/data/1840856/000121390026119127/ea031101701ex99-3.htm) 3. [AInvest, "SoundHound's Record $62M Quarter Slipped: the Cash, Not the Revenue, Is the Story", November 2026](https://www.ainvest.com/news/soundhound-record-62m-quarter-slipped-cash-revenue-story-2611/) 4. [GlobeNewswire via MarketScreener, "SoundHound AI Reports Record Q3 Revenue and Guides to Sustained Adjusted EBITDA Profitability within 2H 2027", 5 November 2026](https://www.marketscreener.com/news/soundhound-ai-reports-record-q3-revenue-and-guides-to-sustained-adjusted-ebitda-profitability-within-ce785fdddb81f022) 5. [Foreign Policy Journal, "SoundHound AI (NASDAQ: SOUN) Shares Slide 22% As $120M Savings Drive Targets 2027 Profitability", 12 November 2026](https://www.foreignpolicyjournal.com/2026/11/12/soundhound-ai-nasdaq-soun-shares-slide-22-as-120m-savings-drive-targets-2027-profitability/) 6. [SoundHound AI, quarterly figures from its SEC filings, retrieved 13 November 2026](https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001840856) --- SoundHound filing shows LivePerson revenue fell 39% in two years and creditors took 86% of the merger price — The Inference. Canonical: https://theinference.org/article/soundhound-filing-shows-liveperson-revenue-fell-39-in-two-years-and-creditors-took-86-of-the-merger-price