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United States securities and exchange commission logo
October 7, 2021
Andrew McBride
Chief Financial Officer
Gores Metropoulos II, Inc.
6260 Lookout Road
Boulder, CO 80301
Re: Gores Metropoulos
II, Inc.
Amendment No. 2 to
Registration Statement on Form S-4
Filed September 17,
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
September 7, 2021 letter.
Amendment No. 2 to Registration Statement on Form S-4 Filed September
17, 2021
The Business Combination
Certain Financial Projections Provided to Our Board
Non-GAAP Measured Used in the Financial Projections, page 189
1. We note your response
to our prior comment 9 and the related changes to your disclosure.
Please expand your
discussion of Adjusted Gross Profit (Loss) and Adjusted Gross
Margin to state that
those measures exclude certain costs directly associated with the
operations of Sonder's
buildings and the nature of those costs.
Andrew McBride
FirstName LastNameAndrew
Gores Metropoulos II, Inc. McBride
Comapany
October NameGores Metropoulos II, Inc.
7, 2021
October
Page 2 7, 2021 Page 2
FirstName LastName
Sonder Performance for 2021 As Compared to the Financial Projections, page 197
2. We note your response to our prior comment 11 and the related
revisions to your
disclosure. Please balance your disclosure by also providing a
comparison of forecasted
expenses to actual expenses as well as a comparison of forecasted
results to annualized
results for the six months ended June 30, 2021.
Sonder Management's Discussion and Analysis of Financial Condition and Results
of Operations
Non-GAAP Financial Measures, page 331
3. We have considered your responses to our prior comments 13 and 14 and
the related
changes to your disclosure. Please explain to us how your current
presentation complies
with the disclosure requirements of Item 10(e) of Regulation S-K.
Specifically, tell us
how you have reconciled your measure of Property Level Profit (Loss)
to the most
directly comparable GAAP financial measure.
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.