SOUNDHOUND AI, INC.
For the period ended Jun 30, 2026. Filed Aug 10, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2026 · Filed Aug 10, 2026
SOUN$4.11-3.5%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-03-31; filed 2026-05-11.
0001840856-26-000015
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-08-10.
0001840856-26-000022
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 149 previous paragraphs and 166 current paragraphs.
114 unchanged; 31 reworded; 18 added; 3 removed; 1 previous and 3 current paragraphs rearranged.
Tables are not compared: 7 previous and 13 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (18)
Current report
In May 2026, we launched OASYS (Orchestrated Agent System), our unified agentic AI platform. OASYS serves as the orchestration and intelligence layer that integrates our core product portfolio and the technologies acquired through our recent strategic acquisitions. Through OASYS, our customers can build, deploy, and manage multilingual AI agents that handle transactions, tasks, and workflows across multiple channels. OASYS is a core component of our long-term product strategy and, together with our voice AI and conversational AI offerings, forms the foundation of our go-to-market approach for enterprise customers.
Current report
Launch of OASYS
Current report
On May 5, 2026, we announced the commercial launch of OASYS, our orchestrated agentic AI platform. OASYS is designed to manage the full lifecycle of enterprise AI agents, including agent creation, orchestration across multiple agents within a single interaction, evaluation of agent performance, and iterative improvement based on observed usage. Key features of the platform include:
Current report
•An orchestration framework that combines rule-based guardrails with human-in-the-loop touchpoints, including our patented Human Augmented Resolution ("HAR") capability and human escalation pathways for contact center applications;
Current report
•Persistent cross-channel context that allows agents to maintain continuity across devices, channels, and languages within a single interaction; and
Current report
•Integration of technologies obtained through our prior strategic acquisitions into a single, unified platform architecture.
Current report
OASYS is intended to unify and extend the capabilities of our existing voice AI and conversational AI product portfolio, and we expect it to be a central element of our commercial offering going forward.
Current report
Total revenues increased by $34.3 million, or 48%, in the six months ended June 30, 2026 compared to the same period in 2025. Service subscription revenue increased by $26.1 million, mainly driven by revenue from acquisitions in the Americas. Product royalty revenue in Asia also increased, partially offset by reduced license revenue in the EMEA region.
Current report
Sales and marketing expenses increased by $0.8 million, or 5%, in the three months ended June 30, 2026 compared to the same period in 2025, primarily due to increases in 2026 of $1.2 million in personnel-related costs, and $0.3 million in advertising cost, which were partially offset by decreases of $0.4 million in office expense and $0.2 million in legal and professional fees.
Current report
Research and development expenses increased by $1.3 million, or 5%, in the three months ended June 30, 2026 compared to the same period in 2025, primarily due to increases in 2026 of $2.3 million in office expense, $0.8 million in legal and professional fees, $0.6 million in consulting fees, and $0.4 million in cloud computing services, which are partially offset by decreases of $2.6 million in personnel-related costs caused by lower stock-based compensation of $2.6 million, and $0.2 million in rent expense.
Current report
General and administrative expenses increased by $7.8 million, or 43%, in the three months ended June 30, 2026 compared to the same period in 2025. The increase in general and administrative expenses was primarily due to increases in 2026 of $3.5 million in legal and professional fees mainly caused by acquisitions, $1.9 million in bad debt expense, $1.5 million in consulting fees, $1.1 million in personnel-related costs, $0.2 million in software expense, $0.1 million in taxes and licenses, and $0.1 million in rent expense, which were partially offset by decreases of $0.6 million in office expense and $0.1 million in cloud computing services.
Current report
Other Income, Net
Current report
Third Equity Distribution Agreement
Current report
LivePerson Acquisition
Current report
On April 21, 2026, we announced and entered into a Merger Agreement (the "Original Merger Agreement"), which was amended and restated on July 2, 2026 by the Amended and Restated Merger Agreement (the "Amended Merger Agreement"), to acquire LivePerson, Inc. ("LivePerson") for approximately $42.8 million of consideration payable to holders of LivePerson Common Stock in a mix of cash and Company Class A Common Stock. Concurrent with the execution and delivery of the Original Merger Agreement, we entered into a Notes Restructuring Agreement with LivePerson and each of the holders of LivePerson’s First Lien Convertible Secured Notes due 2029 and LivePerson’s Second Lien Senior Subordinated Secured Notes due 2029 (together the “Secured Notes”), pursuant to which the holders of the Secured Notes have agreed to release and deem satisfied the Secured Notes for approximately $261.2 million of consideration payable in a potential mix of cash and Class A Common Stock at the Company’s discretion. The combination will unify SoundHound’s voice and agentic AI platform with LivePerson’s digital engagement capabilities, and delivers additional revenue and scale to us. The transaction is expected to close in the third quarter of 2026, subject to customary closing conditions, including regulatory approvals.
Current report
Other Acquisition
Current report
On May 12, 2026 ("the MIPA Closing Date"), we completed an asset acquisition by entering a Membership Interest Purchase Agreement (the "MIPA Agreement") with a private company to purchase its outstanding membership interests and agreed to pay up to $30.2 million in cash, adjusted by any reduction amount defined by the MIPA Agreement. As of June 30, 2026, we have paid $26.1 million to the seller under the MIPA Agreement. As part of the total purchase consideration, we recorded deferred holdback liabilities of $1.5 million in cash within other current liabilities, payable to the seller based on a historic performance target achieved as of the MIPA Closing Date.
Current report
We also agreed to pay contingent earnout consideration in cash based on achievement of certain performance-based milestones in two tranches at the first and second anniversaries of the MIPA Closing Date (the "Contingent MIPA Earnout Consideration"). Considering the achievement of underlying performance-based metrics over the two-year measurement period cannot be predicted with sufficient reliability, and the amounts payable are not reasonably estimable, no Contingent MIPA Earnout Consideration was recognized as of the MIPA Closing Date or June 30, 2026. When the contingency is subsequently resolved and the Contingent MIPA Earnout Consideration becomes probable and reasonably estimable, the fair value of the Contingent MIPA Earnout Consideration shall be estimated and recorded as an adjustment to the cost basis of the acquired intangible asset.
Removed paragraphs (3)
Previous report
The SoundHound developer platform, Houndify, is an open-access platform that allows developers to leverage SoundHound’s Voice AI technology and a library of over 100 content domains, including commonly used domains for points of interest, weather, flight status, sports and more. SoundHound's Collective AI is an architecture for connecting domain knowledge that encourages collaboration and contribution among developers. The architecture is based on proprietary software engineering technology, CaiLAN (Conversational AI Language), and machine learning technology, CaiNET (Conversational AI Network) to ensure fast, accurate and appropriate responses.
Previous report
Other Income (Expense), Net
Previous report
The purchase accounting is not yet complete as of March 31, 2026 and as such, the final allocation among purchase consideration, intangible assets, net assets acquired and goodwill may be subject to change. Any adjustments to the preliminary purchase price allocation will be made in the periods in which the adjustments are determined, and the cumulative effect of such adjustments will be calculated as if the adjustments had been completed as of the acquisition date. The Company expects to finalize the purchase price allocation within 12 months from the Interactions Acquisition Date.
Reworded paragraphs (31)
Previous wording
Our market position is strengthened by the technical barriers to entry in the Voice AI space, which tend to discourage new market participants. Furthermore, our technology is backed by significant investments in intellectual property, with over 240 patents granted and 99 patents pending, spanning multiple fields including speech recognition, natural language understanding, machine learning, monetization and more. We have achieved this critical momentum in part thanks to a long-tenured leadership team with deep expertise and proven ability to attract and retain talent. We believe that SoundHound has extensive technical expertise and a proven track record of innovation and value creation for us to continue to attract customers in the growing market for Voice AI transactions.
Current wording
Our market position is strengthened by the technical barriers to entry in the Voice AI space, which tend to discourage new market participants. Furthermore, our technology is backed by significant investments in intellectual property, with over 382 patents granted and 97 patents pending, spanning multiple fields including speech recognition, natural language understanding, machine learning, monetization and more. We have achieved this critical momentum in part thanks to a long-tenured leadership team with deep expertise and proven ability to attract and retain talent. We believe that SoundHound has extensive technical expertise and a proven track record of innovation and value creation for us to continue to attract customers in the growing market for Voice AI transactions.
Previous wording
This creates a great opportunity for SoundHound: we believe that we provide disruptive technologies that are superior to the alternatives, with better terms, allowing customers to maintain their brand, control the user experience, get access to the data and define their own privacy policies, while being able to customize, differentiate, innovate and monetize.
Current wording
This creates a great opportunity for SoundHound: we believe that we provide disruptive technologies that are superior to the alternatives, with better terms, allowing customers to maintain their brand, control the user experience, get access to the data and define their own privacy policies, while being able to customize, differentiate, innovate and monetize. With the launch of OASYS, we believe we are further widening this competitive gap by offering enterprises a self-learning agentic ecosystem that actively evolves based on real-world usage — reducing operational costs, accelerating deployment timelines, and driving incremental revenue opportunities across both digital and physical channels.
Previous wording
•Revenue Growth. Our commercial success, including acceptance and use of our applications, will depend on a number of factors, some of which are beyond our control, such as size of the market opportunity, successful integration with original equipment manufacturers (“OEM”), competition and demand from the public and members of the conversational AI community. Our product offerings, including those offerings that we have acquired, have disruptive effects in the ways human interact with computers and we are developing new, innovative economic models and acquiring companies such as SYNQ3, Amelia and Interactions which have synergistic businesses to ours that we believe will enhance value to customers, partners and stockholders. For our revenue growth to continue, we will need to invest in sales and marketing to ensure our messaging, capabilities and offerings are well understood and valued by customers. With our primary focus on enterprise customers, we also need to align with enterprise sales cycles, which can be longer than consumer cycles. As we build new customer relationships, we continually focus on maintaining and growing our existing relationships through long-term partnerships through significant upfront investment in customer specific engineering projects. Additionally, in addition to our acquisitions of SYNQ3, Amelia and Interactions, we may look to acquire other companies in the industry to develop synergies with our existing business.
Current wording
•Revenue Growth. Our commercial success, including acceptance and use of our applications, will depend on a number of factors, some of which are beyond our control, such as size of the market opportunity, successful integration with original equipment manufacturers (“OEM”), competition and demand from the public and members of the conversational AI community. Our product offerings, including those offerings that we have acquired, have disruptive effects in the ways human interact with computers and we are developing new, innovative economic models and acquiring companies such as SYNQ3, Amelia and Interactions which have synergistic businesses to ours that we believe will enhance value to customers, partners and stockholders. For our revenue growth to continue, we will need to invest in sales and marketing to ensure our messaging, capabilities and offerings are well understood and valued by customers. With our primary focus on enterprise customers, we also need to align with enterprise sales cycles, which can be longer than consumer cycles. As we build new customer relationships, we continually focus on maintaining and growing our existing relationships through long-term partnerships through significant upfront investment in customer specific engineering projects. In addition to our acquisitions of SYNQ3, Amelia and Interactions, we may look to acquire other companies in the industry to develop synergies with our existing business, including LivePerson.
Previous wording
We have and may continue to experience volatility for our remaining performance obligations and deferred revenue as a result of the timing for completing our performance obligations. We had remaining performance obligations in the amount of $64.7 million as of March 31, 2026. Given the applicable contract terms, $40.1 million is expected to be recognized as revenue within one year, $22.9 million is expected to be recognized between 2 to 5 years and the remainder of $1.7 million is expected to be recognized after 5 years. Deferred revenue consists of billings or payments received in advance of revenue being recognized and can fluctuate with changes in billing frequency and other factors. As a result of these factors, as well as our mix of revenue streams and billing frequencies, we do not believe that changes in our remaining performance obligations and deferred revenue in a given period are directly correlated with our revenue growth in that period.
Current wording
We have and may continue to experience volatility for our remaining performance obligations and deferred revenue as a result of the timing for completing our performance obligations. We had remaining performance obligations in the amount of $60.0 million as of June 30, 2026. Given the applicable contract terms, $37.3 million is expected to be recognized as revenue within one year, $20.1 million is expected to be recognized between 2 to 5 years and the remainder of $2.6 million is expected to be recognized after 5 years. Deferred revenue consists of billings or payments received in advance of revenue being recognized and can fluctuate with changes in billing frequency and other factors. As a result of these factors, as well as our mix of revenue streams and billing frequencies, we do not believe that changes in our remaining performance obligations and deferred revenue in a given period are directly correlated with our revenue growth in that period.
Previous wording
The issuance of debt instruments with direct transaction costs, embedded derivatives and warrant instruments has resulted in debt discounts. Direct transaction costs consist of various transaction fees and third-party costs, such as bank and legal fees, that are incurred upon issuance. No interest expense was incurred during the three months ended March 31, 2026 due to the repayment of Amelia Debt in December 2024 and the repayment of Term Loan in June 2024.
Current wording
The issuance of debt instruments with direct transaction costs, embedded derivatives and warrant instruments has resulted in debt discounts. Direct transaction costs consist of various transaction fees and third-party costs, such as bank and legal fees, that are incurred upon issuance. No interest expense was incurred during the three and six months ended June 30, 2026 due to the repayment of Amelia Debt in December 2024 and the repayment of Term Loan in June 2024.
Previous wording
The following tables set forth the significant components of our results of operations for the three months ended March 31, 2026 and 2025 ($ in thousands):
Current wording
The following tables set forth the significant components of our results of operations for the three and six months ended June 30, 2026 and 2025 ($ in thousands):
Previous wording
The following tables summarize our revenues by type and geographic regions for the three months ended March 31, 2026 and 2025 ($ in thousands):
Current wording
The following tables summarize our revenues by type and geographic regions for the three and six months ended June 30, 2026 and 2025 ($ in thousands):
Previous wording
Total revenues increased by $15.1 million, or 52%, in the three months ended March 31, 2026 compared to the same period in 2025. Service subscription increased by $11.2 million, primarily in the Americas, driven by revenue from acquisitions. Product Royalties increased by $3.9 million, primarily driven by license revenue in the Asia and EMEA region.
Current wording
Total revenues increased by $19.2 million, or 45%, in the three months ended June 30, 2026 compared to the same period in 2025. Service subscription revenue increased by $14.9 million, mainly driven by revenue from acquisitions in the Americas. Product royalty revenue in Asia also increased, partially offset by reduced license revenue in the EMEA region.
Previous wording
Cost of revenues increased by $11.9 million, or 65% in the three months ended March 31, 2026 compared to the same period in 2025. Gross margin decreased to 31% during the three months ended March 31, 2026 compared to 36% during the same period in 2025 primarily due to the acquisition of Interactions in the third quarter of 2025, which included an amortization of acquired intangible assets in the amount of $0.6 million and resulted in an increase of stock-based compensation of $2.8 million for the three months ended March 31, 2026. In the past, our gross margin has fluctuated and may continue to fluctuate from quarter to quarter due to revenue contributions from varying product mixes. However, we expect to gradually improve gross margins in the mid-term, especially as it relates the integration of Amelia, Interactions and SYNQ3.
Current wording
Cost of revenues increased by $7.9 million and $19.9 million, or 31% and 45% in the three and six months ended June 30, 2026, respectively, compared to the same period in 2025. Gross margin increased to 45% and 39% during the three and six months ended June 30, 2026 compared to 39% and 38%, respectively, during the same period in 2025 primarily due to certain new, higher margin license deals closed in the second quarter of 2026, which was partially offset by the acquisition of Interactions in the third quarter of 2025, which resulted in amortization of acquired intangible assets of $0.6 million and $1.2 million for the three and six months ended June 30, 2026, respectively. In the past, our gross margin has fluctuated and may continue to fluctuate from quarter to quarter due to revenue contributions from varying product mixes. However, we expect to gradually improve gross margins in the mid-term, especially as it relates the integration of Amelia, Interactions and SYNQ3.
Previous wording
Sales and marketing expenses increased by $7.2 million, or 60%, in the three months ended March 31, 2026 compared to the same period in 2025, primarily due to increases in 2026 of $4.7 million in personnel-related costs of Interactions which was acquired in the third quarter of 2025, $1.6 million in office expense, $0.4 million in advertising expenses, $0.3 million in travel expenses and $0.1 million in legal and professional fees.
Current wording
Sales and marketing expenses increased by $8.0 million, or 29%, in the six months ended June 30, 2026 compared to the same period in 2025, primarily due to increases in 2026 of $5.9 million in personnel-related costs, $1.3 million in office expense, $0.7 million in advertising expenses, and $0.3 million in travel expenses, which were partially offset by decreases of $0.1 million in legal and professional fees.
Previous wording
Research and development expenses increased by $1.4 million, or 6%, in the three months ended March 31, 2026 compared to the same period in 2025. The increase in research and development expenses was primarily due to increases in 2026 of $2.0 million in office expense, $1.0 million in legal and professional fees, $0.3 million in consulting fees, $0.1 million in utilities, which were partially offset by a decrease of $1.0 million in personnel-related costs caused by lower stock-based compensation of $3.0 million offset by the increased salary related expenses of $2.0 million due to Interactions acquisition, $0.9 million in cloud computing services and $0.1 million in rent expense.
Current wording
Research and development expenses increased by $2.8 million, or 5%, in the six months ended June 30, 2026 compared to the same period in 2025, primarily due to increases in 2026 of $4.2 million in office expense, $1.8 million in legal and professional fees, $0.9 million in consulting fees, $0.1 million in utilities, which were partially offset by decreases of $3.6 million in personnel-related costs mainly caused by lower stock-based compensation of $5.7 million, $0.4 million in cloud computing services and $0.3 million in rent expense.
Previous wording
General and administrative expenses increased by $7.3 million, or 39%, in the three months ended March 31, 2026 compared to the same period in 2025. The increase in general and administrative expenses was primarily due to increases in 2026 of $4.5 million in personnel-related costs of Interactions which was acquired in the third quarter of 2025, $2.2 million in legal and professional fees mainly caused by the potential acquisitions, $0.3 million in rent expense, $0.3 million in software expense, $0.2 million in consulting fees, $0.2 million in taxes and licenses, which were partially offset by a decrease of $0.2 million in office expense and $0.2 million in cloud computing services.
Current wording
General and administrative expenses increased by $15.0 million, or 41%, in the six months ended June 30, 2026 compared to the same period in 2025. The increase in general and administrative expenses was primarily due to increases in 2026 of $5.8 million in legal and professional fees mainly caused by acquisitions, $5.7 million in personnel-related costs, out of which $1.2 million was incurred for employees of Interactions acquired in the third quarter of 2025, $1.7 million in consulting fees, $1.7 million in bad debt expense, $0.5 million in software expense, $0.4 million in rent expense, and $0.3 million in taxes and licenses, which were partially offset by decreases of $0.8 million in office expense and $0.3 million in cloud computing services.
Previous wording
We expect our general and administrative expenses to increase in the short term as we invest in our control environment to remediate the existing material weaknesses. However, in the long term, we expect general and administrative expenses to grow at a rate below our expected growth in revenue, aligning with our strategic emphasis on cost effectiveness and sustainable financial performance.
Current wording
We expect our general and administrative expenses to increase in the short term as we invest in our control environment to remediate the existing material weaknesses and the costs incurred for the potential acquisitions. However, in the long term, we expect general and administrative expenses to grow at a rate below our expected growth in revenue, aligning with our strategic emphasis on cost effectiveness and sustainable financial performance.
Previous wording
The change in fair value of acquisition related liabilities, which is marked-to-market based on the movements in our stock price and changes in the assessed probability of achieving certain future revenue targets, was a gain of $39.4 million for the three months ended March 31, 2026. The decrease of the Company's stock price as of March 31, 2026 compared to the stock price as of December 31, 2025, resulted in a decrease in its fair value of contingent acquisition liabilities during the three months ended March 31, 2026. The fluctuation is non-operating and non-cash in nature. We will continue to review our estimates on the quarterly basis over the remaining earnout period. See Note 15 to our unaudited condensed consolidated financial statements included within this report for more information.
Current wording
The change in fair value of acquisition related liabilities, which is marked-to-market based on the movements in our stock price and changes in the assessed probability of achieving certain future revenue targets, was a gain of $3.7 million and $43.1 million for the three and six months ended June 30, 2026. The decrease of the Company's stock price as of June 30, 2026 compared to the stock price as of December 31, 2025, resulted in a decrease in its fair value of contingent acquisition liabilities during the three and six months ended June 30, 2026. The fluctuation is non-operating and non-cash in nature. We will continue to review our estimates on a quarterly basis over the remaining earnout period. See Note 14 to our unaudited condensed consolidated financial statements included within this report for more information.
Previous wording
Amortization of intangibles increased by $1.9 million, or 25% in the three months ended March 31, 2026 compared to the same period in 2025. The increase was primarily attributable to the intangibles of $39.5 million acquired from
Current wording
Amortization of intangibles increased by $2.3 million and $4.2 million, or 30% and 28% in the three and six months ended June 30, 2026, respectively, compared to the same periods in 2025. The increase was primarily attributable to the intangibles of $39.5 million acquired from Interactions Acquisition that was closed during the third quarter of 2025, which is expected to be amortized over five years after the Interactions Acquisition Date, and the intangible of $28.0 million acquired under the MIPA Agreement during the three months ended June 30, 2026, which is expected to be amortized over nine years after the MIPA Closing Date.
Previous wording
The following tables summarize our other income (expense), net, by type ($ in thousands):
Current wording
The following tables summarize our other income, net, by type ($ in thousands):
Previous wording
Interest income decreased by $0.6 million or 25% for the three months ended March 31, 2026 compared to the same period in 2025. The decrease was primarily attributable to reduced balance of interest bearing money market fund during the three months ended March 31, 2026 compared to the same period in 2025.
Current wording
Interest income decreased by $0.6 million and $1.1 million or 23% and 24% for the three and six months ended June 30, 2026, respectively, compared to the same period in 2025. The decrease was primarily attributable to reduced balance of interest bearing money market fund during the three and six months ended June 30, 2026 compared to the same period in 2025.
Previous wording
Change in fair value of derivative decreased by $3.8 million, or 293% in the three months ended March 31, 2026 compared to the same period in 2025. The decrease was primarily attributable to the remeasurement loss from the change in fair value of a derivative assumed from Amelia acquisition caused by the decrease in the Company's stock price in the three months ended March 31, 2026. See Note 15 to our unaudited condensed consolidated financial statements included within this report for more information.
Current wording
Change in fair value of derivative decreased by $1.0 million and $4.8 million, or 116% and 221% in the three and six months ended June 30, 2026, respectively, compared to the same period in 2025. The decrease was primarily attributable to the remeasurement loss from the change in fair value of a derivative assumed from Amelia acquisition caused by the decrease in the Company's stock price in the three and six months ended June 30, 2026. See Note 14 to our unaudited condensed consolidated financial statements included within this report for more information.
Previous wording
Total unrestricted cash and cash equivalents on hand as of March 31, 2026 was $215.6 million. Although we have incurred recurring losses each year since our inception, we expect we will be able to fund our operations for at least the next twelve months. We believe we will meet longer-term expected future cash requirements and obligations through a combination of cash flows from operating activities, available cash balances and expected cash proceeds from future ATM programs. Our condensed consolidated financial statements have been prepared assuming that we will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business.
Current wording
Total unrestricted cash and cash equivalents on hand as of June 30, 2026 was $202.8 million. Although we have incurred recurring losses each year since our inception, we expect we will be able to fund our operations for at least the next twelve months. We believe we will meet longer-term expected future cash requirements and obligations through a combination of cash flows from operating activities, available cash balances and expected cash proceeds from future use of our ATM program. Our condensed consolidated financial statements have been prepared assuming that we will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business.
Previous wording
On January 24, 2025, we entered into an Equity Distribution Agreement (the "Second Equity Distribution Agreement") with Cantor Fitzgerald & Co., Guggenheim Securities, LLC, Oppenheimer & Co. Inc., Wedbush Securities Inc., Ladenburg Thalmann & Co. Inc. and Northland Securities, Inc. with respect to an ATM program. Under this program, we may offer and sell up to $250.0 million of shares of our Class A Common Stock from time to time through the Sales Managers. Sales of our Class A Common Stock, if any, under the Second Equity Distribution Agreement will be made at market prices by any method that is deemed to be an “at the market offering” as defined in Rule 415 under the Securities Act. The Sales Managers are entitled to commission at a fixed rate of 2.0% of the gross sales price per share for their services in acting as agent in the sale of our Class A Common Stock. During the three months ended March 31, 2025, we sold 4,248,900 shares of our common stock under the Second Equity Distribution Agreement, at an average price of $15.94 per share and raised $67.7 million of gross proceeds. The commissions and offering costs borne by us were approximately $1.4 million. During the three months ended March 31, 2026, there were no issuances of our common stock under the Second Equity Distribution Agreement. As of March 31, 2026, the Company had a remaining capacity to sell up to an additional $48.5 million of our common stock under the Second Equity Distribution Agreement.
Current wording
On January 24, 2025, we entered into an Equity Distribution Agreement (the "Second Equity Distribution Agreement") with Cantor Fitzgerald & Co., Guggenheim Securities, LLC, Oppenheimer & Co. Inc., Wedbush Securities Inc., Ladenburg Thalmann & Co. Inc. and Northland Securities, Inc. with respect to an ATM program. Under this program, we may offer and sell up to $250.0 million of shares of our Class A Common Stock from time to time through the Sales Managers. Sales of our Class A Common Stock, if any, under the Second Equity Distribution Agreement will be made at market prices by any method that is deemed to be an “at the market offering” as defined in Rule 415 under the Securities Act. The Sales Managers are entitled to commission at a fixed rate of 2.0% of the gross sales price per share for their services in acting as agent in the sale of our Class A Common Stock.
Previous wording
For the three months ended March 31, 2026 and 2025, we recognized a loss of less than $0.1 million and a gain of $5.1 million, respectively, related to the Contingent SYNQ3 Earnout Consideration, reflected in the change in fair value of contingent acquisition liabilities in the condensed consolidated statement of operations and comprehensive income (loss). See Note 15 to our unaudited condensed consolidated financial statements included within this report for more information on the fair value measurement of Contingent SYNQ3 Earnout Consideration.
Current wording
For the three months ended June 30, 2026, we recognized a loss of zero and $0.4 million, respectively, related to the Contingent SYNQ3 Earnout Consideration, reflected in the change in fair value of contingent acquisition liabilities in the condensed consolidated statement of operations and comprehensive income (loss). For the three and six months ended June 30, 2025, we recognized a gain of $3.6 million and $8.7 million, respectively, related to the Contingent SYNQ3 Earnout Consideration, reflected in the change in fair value of contingent acquisition liabilities in the condensed consolidated statement of operations and comprehensive income (loss). See Note 14 to our unaudited condensed consolidated financial statements included within this report for more information on the fair value measurement of Contingent SYNQ3 Earnout Consideration.
Previous wording
For the three months ended March 31, 2026 and 2025, we recognized a loss of $2.5 million and a gain of $1.3 million, respectively, related to remeasurement of the derivative, reflected in the other income (expense), net in the condensed consolidated statement of operations and comprehensive income (loss). Upon the expiration of the escrow period, any remaining shares in the escrow account will be released to the selling shareholders. See Note 15 to our unaudited condensed consolidated financial statements included within this report for more information on the fair value measurement of the derivative related to indemnification rights. Upon the expiration of the escrow period, any remaining shares within the escrow account will be released to the selling shareholders.
Current wording
For the three and six months ended June 30, 2026, we recognized a loss of $0.1 million and $2.6 million. respectively, related to remeasurement of the derivative, reflected in the other income (expense), net in the condensed consolidated statement of operations and comprehensive income (loss). For the three and six months ended June 30, 2025, we recognized a gain of $0.9 million and $2.2 million. respectively, related to remeasurement of the derivative, reflected in the other income (expense), net in the condensed consolidated statement of operations and comprehensive income (loss). Upon the expiration of the escrow period, any remaining shares in the escrow account will be released to the selling shareholders. See Note 14 to our unaudited condensed consolidated financial statements included within this report for more information on the fair value measurement of the derivative related to indemnification rights. Upon the expiration of the escrow period, any remaining shares within the escrow account will be released to the selling shareholders.
Previous wording
We agreed to pay up to 16,822,429 in shares of Class A Common Stock to the selling shareholders based on achievement of certain revenue targets in fiscal years 2025 and 2026 (the “Contingent Amelia Earnout Consideration”). We accounted for the Contingent Amelia Earnout Consideration as a liability within contingent acquisition liabilities on our condensed consolidated balance sheet and will subsequently remeasure the liability at each reporting date with changes in fair value recognized as a component of operating expense in our condensed consolidated statement of operations and comprehensive income (loss). For the three months ended March 31, 2026 and 2025, we recognized a gain of $37.4 million and $168.7 million, respectively, related to the Contingent Amelia Earnout Consideration, reflected in the change in fair value of contingent acquisition liabilities in the condensed consolidated statement of operations and comprehensive income (loss). As of March 31, 2026, the 2025 revenue target was met. We assessed the 2026 revenue targets was probable of being met.
Current wording
We agreed to pay up to 16,822,429 in shares of Class A Common Stock to the selling shareholders based on achievement of certain revenue targets in fiscal years 2025 and 2026 (the “Contingent Amelia Earnout Consideration”). We accounted for the Contingent Amelia Earnout Consideration as a liability within contingent acquisition liabilities on our condensed consolidated balance sheet and will subsequently remeasure the liability at each reporting date with changes in fair value recognized as a component of operating expense in our condensed consolidated statement of operations and comprehensive income (loss). For the three months ended June 30, 2026, we recognized a gain of $4.0 million and $41.4 million, respectively, related to the Contingent Amelia Earnout Consideration, reflected in the change in fair value of contingent acquisition liabilities in the condensed consolidated statement of operations and comprehensive income (loss). For the three and six months ended June 30, 2025, we recognized a loss of $32.6 million and a gain of $136.1 million, respectively, related to the Contingent Amelia Earnout Consideration, reflected in the change in fair value of contingent acquisition liabilities in the condensed consolidated statement of operations and comprehensive income (loss). As of June 30, 2026, the 2025 revenue target was met. We assessed the 2026 revenue targets was probable of being met.
Previous wording
The fair value of the preliminary purchase consideration was $76.1 million. The preliminary purchase consideration includes $19.4 million of cash paid to the selling shareholders. We also paid $4.1 million of cash for seller transaction expenses in connection with the closing of the Interactions Acquisition.
Current wording
The fair value of the purchase consideration was $76.1 million. The purchase consideration includes $19.4 million of cash paid to the selling shareholders. We also paid $4.1 million of cash for seller transaction expenses in connection with the closing of the Interactions Acquisition.
Previous wording
The adjustment holdback consideration of$1.0 million was recorded within other current liabilities at fair value as of the Interactions Acquisition Date (the "Interactions Adjustment Holdback Consideration"), and is estimated to be paid in the second quarter of 2026 to Interactions' former stockholders for the settlement of net working capital adjustments.
Current wording
The adjustment holdback consideration of$1.0 million was recorded within other current liabilities at fair value as of the Interactions Acquisition Date (the "Interactions Adjustment Holdback Consideration"), and was paid to Interactions' former stockholders in the second quarter of 2026.
Previous wording
The indemnity holdback consideration of$0.2 million was recorded within other current liabilities, which was withheld for a period of 12 months subsequent to the Interactions Acquisition Date (the "Interactions Indemnity Holdback Consideration"). Payment will occur after the sellers complete their review of the closing statement which must be submitted by the acquirer within 120 days of the Interactions Acquisition Date.
Current wording
The indemnity holdback consideration of$0.2 million was recorded within other current liabilities, which was withheld for a period of 12 months subsequent to the Interactions Acquisition Date (the "Interactions Indemnity Holdback Consideration").
Previous wording
We also agreed to pay up to $25.0 million in cash to the selling shareholders based on achievement of certain annual revenue targets in fiscal years 2026 and 2027 and renewal or extension of an existing contract with a specific customer on or before March 31, 2026. We accounted for the Contingent Interactions Earnout Consideration as a liability within contingent acquisition liabilities on the condensed consolidated balance sheets and will subsequently remeasure the liability at each reporting date with changes in fair value recognized as a component of operating expense in the condensed consolidated statement of operations and comprehensive income (loss). As of the Interactions Acquisition Date, the Contingent Interactions Earnout Consideration had an estimated fair value of $9.9 million. For the three months ended March 31, 2026, we recognized a gain of $2.4 million related to the Contingent Interactions Earnout Consideration, reflected in the change in fair value of contingent acquisition liabilities in the condensed consolidated statement of operations and comprehensive income (loss). On January 23, 2026, we paid $4.7 million to the selling shareholders of the Interaction Acquisition to settle a portion of the Contingent Interactions Earnout Consideration due to the achieved renewal of an existing contract with a specific customer. As of March 31, 2026, we assessed the 2026 revenue target as not probable of being met, but the 2027 revenue targets as probable of being met.
Current wording
We also agreed to pay up to $25.0 million in cash to the selling shareholders based on achievement of certain annual revenue targets in fiscal years 2026 and 2027 and renewal or extension of an existing contract with a specific customer on or before March 31, 2026. We accounted for the Contingent Interactions Earnout Consideration as a liability within contingent acquisition liabilities on the condensed consolidated balance sheets and will subsequently remeasure the liability at each reporting date with changes in fair value recognized as a component of operating expense in the condensed consolidated statement of operations and comprehensive income (loss). As of the Interactions Acquisition Date, the Contingent Interactions Earnout Consideration had an estimated fair value of $9.9 million. For the three and six months ended June 30, 2026, we recognized a loss of $0.3 million and a gain of $2.1 million, respectively, related to the Contingent Interactions Earnout Consideration, reflected in the change in fair value of contingent acquisition liabilities in the condensed consolidated statement of operations and comprehensive income (loss). On January 23, 2026, we paid $4.7 million to the selling shareholders of the Interaction Acquisition to settle a portion of the Contingent Interactions Earnout Consideration due to the achieved renewal of an existing contract with a specific customer. As of June 30, 2026, we assessed the 2026 revenue target as not probable of being met, but the 2027 revenue targets as probable of being met.
Previous wording
As of March 31, 2026, we incurred$5.5 millionin acquisition related expenses, of which$0.5 million was incurred during thethree months ended March 31, 2026 and recorded as general and administration expenses in its condensed consolidated statements of operations and comprehensive loss.
Current wording
As of June 30, 2026, we incurred$5.5 millionin acquisition related expenses, of which zero and $0.5 million was incurred during thethree and six months ended June 30, 2026, respectively, and recorded as general and administration expenses in its condensed consolidated statements of operations and comprehensive income (loss).
Previous wording
Net cash used in operating activities was $26.3 million during the three months ended March 31, 2026 compared to $19.2 million during the three months ended March 31, 2025. The $7.1 million increase in cash used in operating activities was primarily due to decreases of $155.0 million in net income, and $0.2 million in net other operating cash spend, which is partially offset by the movement of $136.7 million from change in the fair value of contingent acquisition liabilities, the movement of $3.8 million from change in fair value of derivative, $2.6 million increase in operating assets and liabilities, $2.2 million increase in depreciation and amortization, $1.1 million increase in stock-based compensation, $1.0 million in foreign currency gain from remeasurement, $0.5 million increase in amortization of capitalized commissions, and $0.2 million increase in non-cash lease amortization.
Current wording
Net cash used in operating activities was $60.0 million during the six months ended June 30, 2026 compared to $43.7 million during the six months ended June 30, 2025. The $16.3 million increase in cash used in operating activities was primarily due to decreases of $123.1 million in net income, $7.5 million increase in operating assets and liabilities, $2.1 million increase in stock-based compensation, and $1.8 million in net other operating cash spend, which is partially offset by the movement of $101.7 million from change in the fair value of contingent acquisition liabilities, $5.5 million increase in depreciation and amortization, the movement of $4.8 million from change in fair value of derivative, $3.5 million increase in bad debt expenses, $1.4 million in foreign currency gain from remeasurement, $1.0 million increase in amortization of capitalized commissions, and $0.3 million increase in non-cash lease amortization.
Previous wording
Net cash used in investing activities was $3.1 million during the three months ended March 31, 2026 compared to $0.2 million during the three months ended March 31, 2025. The $2.9 million increase in cash used in investing activities was primarily driven by the $2.6 million increases in software development costs and $0.3 million increase in purchases of property and equipment.
Current wording
Net cash used in investing activities was $32.7 million during the six months ended June 30, 2026 compared to $0.4 million during the six months ended June 30, 2025. The $32.4 million increase in cash used in investing activities was primarily driven by the $26.5 million increase in payment related to asset acquisition, $5.4 million increases in software development costs and $0.5 million increase in purchases of property and equipment.
Previous wording
Net cash used in used in financing activities was $3.2 million during the three months ended March 31, 2026 compared to $67.0 million provided by financing activities during the three months ended March 31, 2025. The $70.3 million decrease in cash provided by financing activities was primarily due to $67.7 million decrease in net proceeds from Second Equity Distribution Agreement, $3.5 million increase in the payment to settle contingent earnout liabilities, $0.3 million decrease in proceeds from exercise of stock options and employee stock purchase plan, and $0.1 million increase in the payment on finance leases, which is partially offset by $1.4 million decrease in the payment of financing costs associated with the Second Equity Distribution Agreement.
Current wording
Net cash used in used in financing activities was $46.7 million during the six months ended June 30, 2026 compared to $76.6 million provided by financing activities during the six months ended June 30, 2025. The $29.9 million decrease in cash provided by financing activities was primarily due to $27.1 million decrease in net proceeds from Second Equity Distribution Agreement, $3.3 million increase in the payment to settle contingent earnout liabilities, $1.0 million increase in the payment to settle deferred holdback liabilities, and $0.2 million increase in the payment on finance leases, which is partially offset by $1.2 million increase in proceeds from exercise of stock options and employee stock purchase plan, and $0.5 million decrease in the payment of financing costs associated with the Second Equity Distribution Agreement.
Rearranged current paragraphs (3)
Current report — wording carried from elsewhere
During the three and six months ended June 30, 2025, we sold 646,000 and 4,894,900 shares, respectively, of our common stock under the Second Equity Distribution Agreement, at an average price of $12.16 and $15.44 per share, respectively, and raised $7.9 million and $75.6 million of gross proceeds, respectively. The commissions and offering costs borne by us were approximately $0.2 million and $1.5 million, respectively. During the three and six months ended June 30, 2026, we sold 6,232,900 shares of our common stock under the Second Equity Distribution Agreement, at an average price of $7.78 per share and raised $48.5 million of gross proceeds. The commissions and offering costs borne by us were approximately $1.0 million. As of June 30, 2026, we had no remaining capacity to sell our common stock under the Second Equity Distribution Agreement.
Current report — wording carried from elsewhere
On May 11, 2026, the Company entered into an Equity Distribution Agreement (the "Third Equity Distribution Agreement") with Cantor Fitzgerald & Co., H.C. Wainwright & Co., LLC, Joseph Gunnar & Co. LLC, ROTH Capital Partners, LLC, D. A. Davidson & Co., Ladenburg Thalmann & Co. Inc., Wedbush Securities Inc. and Northland Securities, Inc. with respect to an at-the-market equity program under which the Company may offer and sell up to $300.0 million of shares of its Class A Common Stock from time to time through the Sales Managers. Sales of our Class A Common Stock, if any, under the Third Equity Distribution Agreement will be made at market prices by any method that is deemed to be an “at the market offering” as defined in Rule 415 under the Securities Act. The Sales Managers will be entitled to commission at a fixed rate of 2.0% of the gross sales price per share for their services in acting as agent in the sale of the Company's Class A Common Stock.
Current report — wording carried from elsewhere
During the three months ended June 30, 2026, we sold no shares of our common stock under the Third Equity Distribution Agreement. As of June 30, 2026, we had a remaining capacity of $300.0 million to sell our common stock under the Second Equity Distribution Agreement.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
Interactions Acquisition that was closed during the third quarter of 2025, which is expected to be amortized over five years after the Interactions Acquisition Date.