u/-----Marcel-----

Filed May 11, 2026. Form S-3 Registration Statement. If you didn't catch it, that's exactly the point — it was filed with zero fanfare the day after the earnings call where management said absolutely nothing about it.

Here's the full breakdown of what this actually means.

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What was filed

Two things in one document:

First, a shelf registration. This gives SoundHound the ability to sell an indeterminate amount of common stock, preferred stock, warrants, debt securities, and basically any financial instrument they want at any point in the future. It's a blank check.

Second, and more immediately relevant. An At-The-Market (ATM) offering program of up to $300,000,000 of Class A common stock. The eight broker-dealers executing this are Cantor Fitzgerald, D.A. Davidson, H.C. Wainwright, Roth Capital Partners, Northland Securities, Ladenburg Thalmann, Wedbush Securities, and Joseph Gunnar.

Here's the part that should concern every shareholder: SoundHound checked the Rule 462(e) box on this filing. That means it became automatically effective the moment it was filed. No waiting period. No additional shareholder notice. They can start selling shares into the open market right now.

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The dilution math — every number

Current share count as of December 31, 2025:

- Class A shares: 390,070,691

- Class B shares: 32,535,408

- Total: 422,606,099 shares

That's before any of the following, which are all excluded from that number:

- 15,971,969 shares from RSU vesting

- 3,883,413 shares from stock options (weighted average exercise price $4.55)

- 3,654,115 shares from warrants ($11.50 exercise price)

- 20,844,261 shares tied to acquisition milestones for Synq3 and Amelia

- LivePerson acquisition shares — not yet quantified, entirely unknown

Now add the new ATM. The filing uses $8.88 per share as the reference price (May 8 close). At that price, $300 million = approximately 33,783,784 new shares.

That is an 8% dilution of the current share count from this program alone.

Add everything together and you're potentially looking at a total share count of 500 million or more. Roughly 18%+ dilution from today's base before even accounting for LivePerson.

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Why an ATM is worse than a standard secondary offering

A traditional secondary offering happens at a fixed price, on a known date, with a public announcement. Investors can see it coming and price it in.

An ATM is different. Shares get dripped into the open market continuously through broker-dealers with no announcement, no fixed price, and no timeline. The eight firms listed can execute sales on any trading day without any notice to shareholders. Every time the stock tries to rally, management has more incentive to sell into it, which mechanically caps upside. It creates a permanent supply overhang on the stock.

This is the most shareholder-unfriendly form of equity issuance that exists.

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The context that makes this worse

This is not the first time. In all of 2025, SoundHound issued 13,913,014 shares through at-the-market programs. The new program authorizes more than double that in dollar terms. This is a serial dilution pattern spanning multiple years:

ATM in 2023. ATM in 2024. ATM in 2025. Now another $300M ATM in 2026.

Companies that generate strong cash flow do not need to continuously sell stock at market prices to fund operations. This filing confirms that SoundHound is still burning cash and funding itself through share issuance. The revenue growth story has to work eventually, but shareholders keep getting diluted while waiting for it.

The LivePerson acquisition adds another layer. More shares being issued for an acquisition on top of everything else, with the exact amount still unquantified.

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The earnings call problem

This is the part I find genuinely difficult to defend.

The Q1 2026 earnings call happened. Management discussed results, guidance, and the business outlook. At no point was this filing mentioned. The S-3 was filed the following day.

Shareholders listening to that call had no idea this was coming. That is a transparency problem. You can debate whether there was a legal obligation to disclose it on the call. There arguably wasn't, but the question of whether management should have flagged a $300M dilution event to the people who own the company is not really a debate. They should have. They didn't.

This is also why the CFO departure has been on my mind. Whoever was in that seat knew this filing was in preparation. The timing is not a coincidence.

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What happens from here

Short term, the filing is already effective so selling can start immediately. Expect the stock to face selling pressure as the market digests this. Shorts will use it as ammunition. Analysts who update their models will mechanically lower per-share targets as the share count increases.

Medium term, the ATM creates a ceiling on rallies. Every time the stock moves higher, it becomes more attractive for management to issue shares into the strength. That dynamic will persist until the program is exhausted or until the business becomes genuinely cash generative and no longer needs external financing.

Long term, the question becomes whether the revenue growth trajectory (the company guided for $225-260M in 2026 with improving margins) eventually gets the business to the point where it self-funds. If it does, dilution slows and the stock can re-rate. If it doesn't, we keep having this conversation.

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Bottom line

This is real dilution. $300M of new shares at market prices, already effective as of May 11, on top of 422 million shares already outstanding plus 44+ million more in the pipeline from RSUs, options, warrants, and acquisition milestones, plus an unknown amount for LivePerson.

The operational business is not the issue. Revenue is growing, margins are improving, and the AI voice space is real. The issue is a management team that keeps funding growth through shareholder dilution without telling shareholders it's happening until after the fact.

That's worth being clear-eyed about regardless of your conviction in the long-term thesis.

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This is based on the Form S-3 filed with the SEC on May 11, 2026, filing number 0001213900-26-054600. All figures are taken directly from that document.

$CRWV Q1’26 EARNINGS HIGHLIGHTS

🔹 Revenue: $2.08B (Est. $1.97B) 🟢

🔹 EPS: $(1.40) (Est. $(0.91)) 🔴

🔹 Adj EBITDA: $1.16B (Est. $1.15B) 🟢

🔹 Adj EBITDA Margin: 56%

🔹 Revenue Backlog: $99.4B

Other Metrics:

🔹 Adjusted Net Loss: $(589)M (Est. $(446)M) 🔴

🔹 Net Loss: $(740)M

🔹 Operating Loss: $(144)M

🔹 Active Power: Surpassed 1 GW

🔹 Contracted Power: Over 3.5 GW

🔹 2030 AI Factory Target: More than 5 GW with NVIDIA

Customer Wins:

🔹 Meta: New $21B commitment signed in March

🔹 Anthropic: Signed multi-year agreement to support Claude development and deployment

🔹 Expanded Customer Relationships: Cohere, Jane Street, Mistral

🔹 AI / Enterprise Customers: Perplexity, World Labs, Hudson River Trading, Adaption Labs, Advaita Bio

Financial Position:

🔹 DDTL 4.0 Facility: $8.5B non-recourse investment-grade rated delayed draw term loan

🔹 NVIDIA Investment: $2B Class A common stock investment

Commentary:

🔸 “This was the strongest bookings quarter in CoreWeave's history, with revenue backlog reaching nearly $100 billion.”

🔸 “We surpassed 1 GW of active power and believe we are well on our way to more than 8 GW by 2030.”

🔸 “As the market moves from training to inference, that distinction matters more than ever. CoreWeave was built for exactly this.”

This isn’t random. SoundHound is trading like a SaaS name. It’s listed and treated as a software company, so it moves with IGV. That’s been the case since October.

As long as software/SaaS keeps getting repriced lower. Whether due to AI concerns or sentiment it’s going to weigh on names like this too. The market is grouping everything under the same umbrella, whether it’s justified or not.

People need to zoom out and look at the broader market. A lot of high-beta growth names are getting hit hard right now.

You’ll hear “but the indices are up,” and that’s true, but they’re being driven by a very small group of stocks. Breadth is extremely weak. A handful of names like Intel, Micron, AMD, Broadcom, Google, and Amazon are doing most of the heavy lifting, with semis and big tech accounting for a huge portion of the Nasdaq’s recent gains.

Only ~5% of the S&P 500 is within 5% of all-time highs, and most stocks are still below key moving averages and haven’t really participated in the rally. Take out the leaders, and the picture looks very different.

It’s turned into a stock picker’s market. Many names. Especially high-beta growth are still far below their October highs, while a small group keeps pushing higher. Software and financials have lagged badly relative to the indices.

Overall, it’s a pretty unusual setup. Only a few sectors are really working, and some of these moves are starting to look stretched.

$SOUN - Borrow Rate Hit 51% in 9 Days. 37.59% Float Short. Short Squeeze Setup. Earnings May 7. Do The Math. [DD]

Alright degenerates, sit down. I've done the work so you don't have to. This isn't hype. This is math, and the math is getting violent.

THE SETUP IN ONE PARAGRAPH

SoundHound AI ($SOUN). 37.59% of float is short. 146.6 million shares short. Borrow rate was 8% nine days ago. It is 51% right now. Earnings are May 7th. The fuse is already lit. Nobody told the shorts yet.

THE BORROW RATE CHART THAT SHOULD MAKE SHORTS SWEAT

This is actual Fintel data. Not made up. Not cherry picked.

Apr 15: 8.44%

Apr 17: 8.85%

Apr 20: 8.56%

Apr 21: 9.78%

Apr 22: 12.49%

Apr 23: 16.54%

Apr 24: 23.01%

Apr 27: 33.09%

Apr 28: 51.27%

508% increase in nine trading days. For the regarded among you. That means it costs shorts $1,397 EVERY SINGLE DAY to hold a $1 million short position. Just in borrow fees. Before the stock moves a single cent against them.

At 51% annualized, shorts need this stock to fall 4.25% per month just to break even on carry. The stock is going up.

WHY 37.59% SHORT FLOAT IS INSANE

146.6 million shares sold short. 37.59% of the entire float. That is an enormous pile of positions that all need to be bought back eventually.

Dark pool short volume has been running between 55-70% for an extended period and is currently at 43.75%. That means institutions have been building and maintaining large, deliberate short books in the shadows for a long time. When institutions cover, they don't cover in small sizes. They cover in size that moves markets.

Days to cover: 4.85. Under normal volume. During a squeeze, covering accelerates and compresses. That 4.85 days becomes 1-2 days of pure buying chaos.

WHAT HAPPENS MECHANICALLY FROM HERE

Every day the borrow rate stays above 50%, shorts are hemorrhaging carry costs. Their choices:

1. Cover now, take the L, stop the bleeding

2. Hold and pray for a disaster earnings print on May 7

3. Add to the short at 51% borrow — genuinely insane

Option 1 = buying pressure = price goes up = more shorts tip to option 1 = feedback loop.

If borrow hits 75-100% before May 7, and at this trajectory that's not a stretch. Prime brokers will start recalling shares. Forced covering. Not voluntary. Forced. That's when it gets disorderly.

THE EARNINGS WILDCARD — MAY 7

Last quarter SOUN beat revenue AND EPS estimates. If they come in with anything better than expected on May 7, shorts are getting absolutely cooked. They're already bleeding daily on carry, already underwater on price movement, and a beat drops a match into a room full of gasoline.

This isn't the first time this setup has appeared on SOUN. After their earnings beat in August last year the stock ran from $11 to $17.50 in a month. Check the chart yourself. There has also been multiple short squeezes in the past few years. Where the stock has shot up hundreds of percent in just a few months.

The setup right now looks even better than it did then.

TLDR FOR THE SMOOTHBRAINS:

🔴 37.59% of float short — 146.6M shares that all need to be bought back

🔴 51% borrow rate, up from 8% nine days ago — shorts paying $1,400/day per million short

🔴 Dark pool short volume running 55-70% for months — institutional size positions

🔴 4.85 days to cover under normal volume — compresses violently during a squeeze

🔴 Earnings May 7 — beat last quarter, beat again and shorts get massacred

The borrow rate doesn't lie. Something is happening in the lending market and it started nine days ago. May 7 is the match.

Position: Long shares. Not financial advice. I'm regarded like the rest of you.