Privileged & Confidential | Filed by Gores Metropoulos II, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Gores Metropoulos II, Inc. Commission File No.: 001-39907 Date: December 23, 2021 |
OneSonder Slack Post: S4 Effective / Shareholder Vote Date Scheduled
From: Sanjay Banker
Sharing some exciting news that, on December 22, 2021, the SEC declared effective the Registration Statement (or S-4) related to our business combination with Gores Metropoulos II. This means that after this rigorous process, we can now take the final steps towards a public listing.
There will be a special meeting of Gores Metropoulos IIs stockholders on January 14, 2022 to vote to approve the business combination. Once approved and after closing, well officially begin trading on Nasdaq under the ticker symbols SOND and SONDW.
You can view the full press release issued this morning [here].
Were about to cross the finish line and achieve an enormous milestone for Sonder. So many of our colleagues have spent countless hours and late nights getting us to this stage. I want to acknowledge the contributions of all those who have worked and continue to work so hard to successfully complete this transaction.
As a reminder, all external inquiries should be directed to the Communications team via press@sonder.com. Looking forward to sharing more great news shortly. Thank you, as always, for each of your continued hard work and dedication to growing this business and revolutionizing hospitality.
Sanjay
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Additional Information and Where to Find It
In connection with the proposed business combination, Gores Metropoulos II, Inc. has filed a registration statement on Form S-4 (the Registration Statement) that includes a preliminary proxy statement, prospectus and consent solicitation statement with respect to Gores Metropoulos IIs securities to be issued in connection with the proposed business combination. The Form S-4 was declared effective by the SEC on December 22, 2021. When available, the definitive proxy statement/prospectus/consent solicitation statement will be mailed to Gores Metropoulos II stockholders as of a record date to be established for voting on the proposed business combination and the other matters to be voted upon at the Special Meeting. Investors
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and securityholders will also be able to obtain copies of the definitive proxy statement/prospectus/consent solicitation statement and all other relevant documents filed or that will be filed with the SEC without charge, once available, at the SECs website at www.sec.gov or by directing a request to: 6260 Lookout Road, Boulder, CO 80301, attention: Jennifer Kwon Chou, or by contacting Morrow Sodali LLC, Gores Metropoulos IIs proxy solicitor, for help, toll-free at (800) 662-5200 (banks and brokers can call collect at (203) 658-9400).
Participants in Solicitation
Gores Metropoulos II, Sonder and their respective directors and officers may be deemed participants in the solicitation of proxies of Gores Metropoulos II stockholders in connection with the proposed business combination. Gores Metropoulos II stockholders and other interested persons may obtain, without charge, more detailed information regarding the interests of those persons and other persons who may be deemed participants in the proposed business combination by reading Gores Metropoulos IIs registration statement on Form S-1 (File No. 333-251663), which was declared effective by the SEC on January 19, 2021, and the proxy statement/prospectus/consent solicitation statement regarding the proposed business combination. You may obtain free copies of these documents as described in the preceding paragraph.
Forward-Looking Statements
This press release contains a number of forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, but are not limited to, statements about Sonders forecasted revenue growth and cash flow (including Sonders outlook for Total Revenue and Adjusted EBITDA for the year ended December 31, 2021), Sonders forecasted growth in units (including Sonders forecast for growth in Total Portfolio for the year ended December 31, 2021), information concerning Gores Metropoulos IIs or Sonders possible or assumed future financial or operating results and metrics, business strategies, debt levels, competitive position, industry environment, potential growth opportunities, future operations, products and services, planned openings, expected unit contractings and the effects of regulation, including whether the proposed business combination will generate returns for stockholders. These forward-looking statements are based on Gores Metropoulos IIs or Sonders managements current expectations, estimates, projections and beliefs, as well as a number of assumptions concerning future events. When used in this press release, the words estimates, projected, expects, anticipates, forecasts, plans, intends, believes, seeks, may, will, should, future, propose and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. These forward-looking statements are not guarantees of future
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performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside Gores Metropoulos IIs or Sonders managements control, that could cause actual results to differ materially from the results discussed in the forward-looking statements. These risks, uncertainties, assumptions and other important factors include, but are not limited to: (a) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement (as amended by that certain Amendment No. 1 to Agreement and Plan of Merger, dated October 27, 2021 (Amendment No. 1)) and the proposed business combination contemplated thereby; (b) the inability to complete the proposed business combination due to the failure to obtain approval of the stockholders of Gores Metropoulos II or other conditions to closing in the Merger Agreement (as amended by Amendment No. 1); (c) the ability to meet Nasdaqs listing standards following the consummation of the proposed business combination; (d) the inability to complete the private placement transactions in connection with the business combination as described in the Registration Statement; (e) the risk that the proposed business combination disrupts current plans and operations of Sonder or its subsidiaries as a result of the announcement and consummation of the transactions described herein; (f) the ability to recognize the anticipated benefits of the proposed business combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; (g) costs related to the proposed business combination; (h) changes in applicable laws or regulations, including legal or regulatory developments (such as the SECs statement on accounting and reporting considerations for warrants in special purpose acquisition companies); (i) the possibility that Sonder may be adversely affected by other economic, business and/or competitive factors; (j) risks related to the impact of the COVID-19 pandemic, including the variants and potential governmental and other restrictions (including travel restrictions) resulting therefrom; and (k) other risks and uncertainties described in the final proxy statement/prospectus/consent solicitation statement, including those under the heading Risk Factors therein, and other documents filed by Gores Metropoulos II from time to time with the SEC. You are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Except as required by law, neither Gores Metropoulos II nor Sonder undertakes any obligation to update or revise its forward-looking statements to reflect events or circumstances after the date of this report. Additional risks and uncertainties are identified and discussed in Gores Metropoulos IIs reports filed and to be filed with the SEC and available at the SECs website at www.sec.gov.
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Disclaimer
This communication relates to a proposed business combination between Gores Metropoulos II and Sonder. This document does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.