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son-20220203
0001819395FALSE00018193952022-02-032022-02-030001819395us-gaap:CommonStockMember2022-02-032022-02-030001819395us-gaap:WarrantMember2022-02-032022-02-03


UNITED
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): February 3, 2022
SONDER HOLDINGS INC.
(Exact name of registrant as specified in its charter)


Delaware
001-39907
85-2097088
(State or other jurisdiction of incorporation)
(Commission File Number)
 
(IRS Employer Identification No.)

                                    101 15th Street
San Francisco,
California
 
94103
(Address of principal executive offices)
 
(Zip Code)
(617) 300-0956
(Registrant’s telephone number, including area code)

N/A
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock
SONDThe Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share
SONDWThe Nasdaq Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Item 4.01        Change in Registrants Certifying Accountants

On February 3, 2022, Sonder Holdings Inc. (the "Company"), at the direction of the Audit Committee of the Board of Directors of the Company (the "Audit Committee") appointed WithumSmith+Brown, PC ("Withum") as the Company's independent registered public accounting firm, effective February 3, 2022, to complete the audit related to the pre-combination company, Gores Metropoulos II, Inc., for the year ended December 31, 2021.

During the Company’s most recent fiscal years ended December 31, 2021 and 2020, and the subsequent interim period through February 3, 2022, neither the Company nor anyone acting on its behalf consulted with Withum regarding any of the matters described in Items 304(a)(2)(i) and (ii) of Regulation S-K.



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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
SONDER HOLDINGS INC.
Date: February 3, 2022
By: /s/ Sanjay Banker
Sanjay Banker
President and Chief Financial Officer
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