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United States securities and exchange commission logo
December 8, 2021
Andrew McBride
Chief Financial Officer
Gores Metropoulos II, Inc.
6260 Lookout Road
Boulder, CO 80301
Re: Gores Metropoulos
II, Inc.
Amendment No. 5 to
Registration Statement on Form S-4
Filed November 26,
2021
File No. 333-257726
Dear Mr. McBride:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our
November 18, 2021 letter.
Amendment No. 5 to Registration Statement on Form S-4 Filed November 26,
2021
General
1. We note your revisions
in response to comment 1 and reissue the comment in part. Please
revise your Summary and
where appropriate to compare the per share price of the New
PIPE Investment with
the estimated price at which Public Stockholders may redeem
shares of your Class A
Stock, further quantifying the effective percentage discount
between such prices.
2. We note your response
to comment 4. Please revise the cover page and where appropriate
to explain how Rollover
Options may result in an additional 11,383,245 shares being
issued, further adding
to dilution.
Andrew McBride
Gores Metropoulos II, Inc.
December 8, 2021
Page 2
3. Please revise the Cover Page and Summary to explain the rollover
options in plain
English. For example, who receives them? Why do they not "receive
their portion" of the
approximately 190 million post combination company's common stock?
Please revise
accordingly.
Summary
Interests of Certain Persons in the Business Combination
Interests of the Company Initial Stockholders..., page 64
4. We note your revisions in response to comment 5 that the Sponsor will
pay "a weighted
average per share price of $9.60 for each share of Common Stock" to be
purchased in the
PIPE Investments. Please revise to disclose the weighted average per
share price that your
Sponsor will have paid for its total Common Stock in the
Post-Combination Company,
both in the event that your Sponsor does and does not exercise its
rights to assign any of
its PIPE Shares. In this regard, advise us whether the Sponsor will
have paid a weighted
average per share price of approximately $4.24 for each share of
Common Stock if it does
not assign any of its PIPE Shares, and only a nominal amount if it
assign all of its PIPE
Shares. Please make corresponding revisions when discussing the Share
Surrender
Agreement, including on the cover page and page 50, and the Additional
Sponsor
Commitment, including on page 52.
The Business Combination
Recommendation of Our Board of Directors..., page 184
5. We note your response to comment 7. Please revise, as indicated in
your response, to
disclose the apparent belief of the Board of Directors that the growth
projections and
underlying assumptions continued to be reasonable despite the decline
in enterprise
valuation.
Certain Financial Projections Provided to Our Board
Material Assumptions Underlying the Financial Projections, page 205
6. We note your revisions in response to comment 9. Please revise to
provide more detailed
disclosure of your growth assumptions for RevPAR, Ending Live Units &
Contracted
Units, and Bookable Nights, as well as the reasons you believe these
assumptions are
reasonable. For example, we note your revised disclosure that in 2019
Sonder expanded
into markets which typically earn lower RevPAR as compared to the
existing markets.
This appears consistent with the observation that Sonder s actual
Revenue per Available
FirstName LastNameAndrew McBride
Room decreased during a period of rapid growth, but it is unclear what
assumptions
Comapany NameGores
support Metropoulos
the projection II, Inc.will exceed Sonder's
pre-COVID-19 performance in
that RevPAR
the near
December future.
8, 2021 PagePlease
2 revise accordingly.
FirstName LastName
Andrew McBride
FirstName LastNameAndrew
Gores Metropoulos II, Inc. McBride
Comapany8,
December NameGores
2021 Metropoulos II, Inc.
December
Page 3 8, 2021 Page 3
FirstName LastName
The Merger Agreement and Related Agreements
The Merger Agreement
Delayed Draw Note Term Sheet, page 256
7. We note your revisions in response to comment 2. Please revise the
Cover Page,
Summary, Risk Factors, Management's Discussion and Analysis and where
appropriate to
address the possibility that you do not obtain financing under the
non-binding Delayed
Draw Notes. Will the transaction move forward if the financing is not
obtained? Do you
anticipate investors receiving updated disclosure in the event the
financing is not obtained
or materially changed, and if so what is the timing and nature of the
intended disclosure?
With respect to the terms of the notes, please provide further
clarification. For example,
please disclose:
the 1% LIBOR floor for your interest rate, as well as the LIBOR
replacement rate,
the material restrictions on the incurrence of additional debt
and the cap on existing
debt, and
the GAAP net revenue conditions applicable to any second draw
or disclose that an
Initial Draw will not occur on or prior to December 31, 2021.
You may contact William Demarest at (202) 551-3432 or Robert Telewicz
at (202) 551-
3438 if you have questions regarding comments on the financial statements and
related matters.
Please contact Christopher Dunham at (202) 551-3783 or James Lopez at (202)
551-3536 with
any other questions.
Sincerely,
Division of
Corporation Finance
Office of Real
Estate & Construction
cc: James R. Griffin, Esq.