View:
United States securities and exchange commission logo
February 7, 2022
Phil Rothenberg
General Counsel
Sonder Holdings, Inc.
101 15th Street
San Francisco, CA 94103
Re: Sonder Holdings,
Inc.
Registration
Statement on Form S-1
Filed January 31,
2022
File No. 333-262438
Dear Mr. Rothenberg:
This is to advise you that we have not reviewed and will not
review your registration
statement.
Please refer to Rules 460 and 461 regarding requests for
acceleration. We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Please contact Joseph
Ambrogi at 202-551-4821 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc: Jonathan Chan