0001819395-22-000015 | 10-K | XBRL Viewer

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STATEMENTS OF CASH FLOWS - USD ($)	5 Months Ended	12 Months Ended
STATEMENTS OF CASH FLOWS - USD ($)	Dec. 31, 2020	Dec. 31, 2021
Cash flows from operating activities:
Net loss	$ (39,918)	$ (10,578,905)
Adjustments to reconcile net loss to net cash used in operating activities:
Issuance costs related to warrant liabilities	0	918,141
Changes in fair value warrants derivative liabilities	0	1,740,000
Changes in operating assets and liabilities:
Changes in prepaid assets	0	(1,011,081)
Changes in accrued expenses, formation and offering costs	4,000	6,064,819
Changes in state franchise tax accrual	2,918	197,082
Net cash used by operating activities	(33,000)	(2,669,944)
Cash flows from investing activities:
Cash deposited in Trust Account	0	(450,000,000)
Interest and dividends reinvested in the Trust Account	0	(63,407)
Net cash used by investing activities	0	(450,063,407)
Cash flows from financing activities:
Proceeds from sale of Units in initial public offering	0	450,000,000
Proceeds from sale of Private Placement Warrants to Sponsor	0	11,000,000
Payment of underwriters’ discounts and commissions	0	(9,000,000)
Proceeds from Private Placement subscription	0	250,000
Proceeds from note payable—related party	300,000	1,500,000
Repayment of notes and advances payable – related party	0	(300,000)
Proceeds from sale of Class F common stock to Sponsor	25,000	0
Payments of accrued offering cost	(131,686)	(613,020)
Net cash provided by financing activities	193,314	452,836,980
Increase in cash	160,314	103,629
Cash at beginning of period	0	160,314
Cash at end of period	160,314	263,943
Supplemental disclosure of non-cash financing activities:
Deferred underwriting compensation	0	15,750,000
Cash paid for income and state franchise taxes	0	2,918
Deferred offering costs	$ 154,255	$ 0

STATEMENT OF CHANGES IN STOCKHOLDERS' DEFECIT (Parenthetical) - $ / shares	Dec. 31, 2021	Dec. 31, 2020	Jul. 23, 2020
Shares subject to possible redemption (in shares)	45,000,000	0
Class F Common Stock
Common stock par value (in dollars per share)	$ 0.0001	$ 0.0001	$ 0.0001
Class F Common Stock \| Sponsor
Shares subject to possible redemption (in shares)			1,500,000

Public Offering - Reconciliation of Class A Common Stock (Details) - USD ($)		5 Months Ended	12 Months Ended
	Jan. 22, 2021	Dec. 31, 2020	Dec. 31, 2021
Class of Stock [Line Items]
Gross proceeds	$ 450,000,000	$ 0	$ 450,000,000
Class A shares issuance costs		(131,686)	(613,020)
Class A Common Stock
Class of Stock [Line Items]
Contingently redeemable Class A Common Stock		$ 0	450,000,000
Class A Common Stock \| Initial Public Offering
Class of Stock [Line Items]
Gross proceeds			450,000,000
Class A shares issuance costs			(24,444,879)
Accretion of carrying value to redemption value			(40,734,879)
Contingently redeemable Class A Common Stock			450,000,000
Class A Common Stock \| Initial Public Offering \| Public warrants
Class of Stock [Line Items]
Proceeds allocated to public warrants			$ (16,290,000)

- Definition

Carrying amount, attributable to parent, of an entity's issued and outstanding stock which is not included within permanent equity. Temporary equity is a security with redemption features that are outside the control of the issuer, is not classified as an asset or liability in conformity with GAAP, and is not mandatorily redeemable. Includes any type of security that is redeemable at a fixed or determinable price or on a fixed or determinable date or dates, is redeemable at the option of the holder, or has conditions for redemption which are not solely within the control of the issuer. Includes stock with a put option held by an ESOP and stock redeemable by a holder only in the event of a change in control of the issuer.

+ References + Details

Income Taxes - Deferred Tax Assets (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Deferred tax assets:
Accrued expenses	$ 315,191
Net operating losses	203,832
Total deferred tax assets	519,023	$ 10,231
Valuation allowance	(519,023)
Deferred tax asset, net	0
Accrued interest and penalties related to unrecognized tax liabilities	$ 0

Summary of Significant Accounting Policies - Schedule of Reconciliation of Net Loss per Share (Details) - USD ($)	5 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021
Class A
Numerator:
Allocation of net income (loss) including accretion of temporary equity	$ 0	$ (40,522,248)
Denominator:
Weighted-average shares outstanding, basic (in shares)	0	42,410,959
Weighted-average shares outstanding, diluted (in shares)	0	42,410,959
Basic net income (loss) per share (in dollars per share)	$ 0	$ (0.96)
Diluted net income (loss) per share (in dollars per share)	$ 0	$ (0.96)
Class F
Numerator:
Allocation of net income (loss) including accretion of temporary equity	$ (39,918)	$ (10,791,535)
Denominator:
Weighted-average shares outstanding, basic (in shares)	11,500,000	11,294,521
Weighted-average shares outstanding, diluted (in shares)	11,500,000	11,294,521
Basic net income (loss) per share (in dollars per share)	$ 0.00	$ (0.96)
Diluted net income (loss) per share (in dollars per share)	$ 0.00	$ (0.96)

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

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- Definition

The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

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+ Details

Subsequent Events (Details) - Subsequent Event - USD ($)	Jan. 31, 2022	Jan. 18, 2022
Subsequent Event [Line Items]
Payments of deferred underwriting discounts		$ 15,875,000
Payments of deferred underwriting discounts as a percentage of gross offering proceeds		3.50%
Existing PIPE Investment holders
Subsequent Event [Line Items]
Number of shares issued (in shares)		20,000,000
Purchase price of stock (in dollars per share)		$ 10.00
Aggregate purchase price		$ 200,000,000
New PIPE Investment Holders
Subsequent Event [Line Items]
Number of shares issued (in shares)		11,507,074
Purchase price of stock (in dollars per share)		$ 8.89
Aggregate purchase price		$ 102,300,000
Delayed Draw Subordinated Secured Note Warrants
Subsequent Event [Line Items]
Number of contingently issued warrants (in shares)	2,475,000
Warrant exercise price (in dollars per share)	$ 12.50
Class A Common Stock
Subsequent Event [Line Items]
Number of shares issued (in shares)		1,656,335
Purchase price of stock (in dollars per share)		$ 10.00
Aggregate purchase price		$ 16,563,350
Class A Common Stock \| Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share
Subsequent Event [Line Items]
Number of contingently issued shares (in shares)	9,000,000
Class A Common Stock \| Private Placement Warrants
Subsequent Event [Line Items]
Number of shares issued (in shares)		709,711
Purchase price of stock (in dollars per share)		$ 10.00
Aggregate purchase price		$ 7,100,000
Number of contingently issued shares (in shares)	5,500,000
Class A Common Stock \| Delayed Draw Subordinated Secured Note Warrants
Subsequent Event [Line Items]
Number of contingently issued shares (in shares)	2,475,000
Common Stock, par value $0.0001 per share \| Business Combination Warrants
Subsequent Event [Line Items]
Number of contingently issued shares (in shares)	425,706
Common Stock, par value $0.0001 per share \| Warrants Held by Terminated Employees
Subsequent Event [Line Items]
Number of contingently issued shares (in shares)	20,336

Public Offering

12 Months Ended

Dec. 31, 2021

Public Offering [Abstract]

Public Offering

Public Units

On January 22, 2021, the Company sold 45,000,000 units at a price of $10.00 per unit (the “Units”), including 5,000,000 Units as a result of the underwriters’ partial exercise of their over-allotment option, in its initial public offering (the “Public Offering”), generating gross proceeds of $450,000,000. Each Unit consists of one share of the Company’s Class A Common Stock (the “public shares”), and one-fifth of one redeemable common stock purchase warrant (the “Warrants”). Each whole Warrant entitles the holder to purchase one share of Class A Common Stock. Each Warrant will become exercisable on the later of 30 days after the completion of the Company’s Business Combination or 12 months from the closing of the Public Offering and will expire five years after the completion of the Company’s Business Combination or earlier upon redemption or liquidation. However, if the Company does not complete its Business Combination on or prior to the 24 - month period allotted to complete the Business Combination, the Warrants will expire at the end of such period. Under the terms of the warrant agreement, the Company has agreed to use its best efforts to file a registration statement under the Securities Act following the completion of the Business Combination covering the shares of Class A Common Stock issuable upon exercise of the Warrants. The Company granted the underwriters a 45-day option to purchase additional Units to cover any over-allotment, at the initial public offering price less the underwriting discounts and commissions. The Company paid an upfront underwriting discount of 2.00% ($9,000,000) of the per Unit offering price to the underwriters at the closing of the Public Offering, with an additional fee (the “Deferred Discount”) of 3.50% ($15,750,000) of the gross offering proceeds payable upon the Company’s completion of a Business Combination. The Deferred Discount will become payable to the underwriters from the amounts held in the Trust Account solely in the event the Company completes its Business Combination. The underwriters are not entitled to any interest accrued on the Deferred Discount.

The public warrants issued as part of the Units are accounted for as liabilities as there are terms and features do not qualify for equity classification in FASB ASC Topic 815-40 “Derivatives and Hedging – Contracts in Entity’s Own Equity.” The fair value of the public warrants at January 22, 2021 was a liability of $16,290,000. At December 31, 2021, the fair value has increased to $17,370,000. The change in fair value of $1,080,000 is reflected as a loss in the statements of operations.

As of December 31, 2021, the Class A Common Stock reflected on the balance sheet are reconciled in the following table. The accretion of carrying value to redemption value was fully recognized upon the Company’s IPO.


	As of December 31, 2021
Gross proceeds	$	450,000,000
Less:
Proceeds allocated to public warrants	(16,290,000)
Class A shares issuance costs	(24,444,879)
Plus:
Accretion of carrying value to redemption value	(40,734,879)
Contingently redeemable Class A Common Stock	$	450,000,000

STATEMENT OF CHANGES IN STOCKHOLDERS' DEFECIT - USD ($)

5 Months Ended

12 Months Ended

Dec. 31, 2020

Dec. 31, 2021

Increase (Decrease) in Stockholders' Deficit

Beginning balance

$ 0

$ (14,918)

Sale of Class F common stock, par value $0.0001 per share, to Sponsor on July 23, 2020

^[1]

25,000

Net loss

(39,918)

(10,578,905)

Forfeited Class F common stock by Sponsor

Excess of fair value paid by founders for warrants

1,045,000

Subsequent measurement of Class A common stock subject to redemption against additional paid-in capital

(1,068,875)

Subsequent measurement of Class A common stock subject to redemption against accumulated deficit

(39,666,004)

Ending balance

$ (14,918)

$ (50,283,702)

Common Stock | Class F Common Stock

Increase (Decrease) in Stockholders' Deficit

Beginning balance (in shares)

11,500,000

Beginning balance

$ 0

$ 1,150

Sale of Class F common stock, par value $0.0001 per share, to Sponsor on July 23, 2020 (in shares)

^[1]

11,500,000

Sale of Class F common stock, par value $0.0001 per share, to Sponsor on July 23, 2020

^[1]

$ 1,150

Forfeited Class F common stock by Sponsor (in shares)

(250,000)

Forfeited Class F common stock by Sponsor

$ (25)

Ending balance (in shares)

11,500,000

11,250,000

Ending balance

$ 1,150

$ 1,125

Additional Paid-in Capital

Increase (Decrease) in Stockholders' Deficit

Beginning balance

23,850

Sale of Class F common stock, par value $0.0001 per share, to Sponsor on July 23, 2020

^[1]

23,850

Forfeited Class F common stock by Sponsor

Excess of fair value paid by founders for warrants

1,045,000

Subsequent measurement of Class A common stock subject to redemption against additional paid-in capital

(1,068,875)

Ending balance

23,850

Accumulated Deficit

Increase (Decrease) in Stockholders' Deficit

Beginning balance

(39,918)

Net loss

(39,918)

(10,578,905)

Subsequent measurement of Class A common stock subject to redemption against accumulated deficit

(39,666,004)

Ending balance

$ (39,918)

$ (50,284,827)

[1]	This number includes up to 1,500,000 shares of Class F common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters.

Stockholder's Deficit - Additional Information (Details)	Dec. 31, 2021 Vote $ / shares shares	Dec. 31, 2020 $ / shares shares
Class of Stock [Line Items]
Common stock, shares authorized (in shares)	440,000,000
Number of votes for each share \| Vote	1
Mezzanine equity, shares issued (in shares)	45,000,000	0
Preferred stock, shares authorized (in shares)	1,000,000	1,000,000
Preferred stock, par value (in dollars per share) \| $ / shares	$ 0.0001	$ 0.0001
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Class A Common Stock
Class of Stock [Line Items]
Common stock, shares authorized (in shares)	400,000,000	400,000,000
Mezzanine equity, shares issued (in shares)	45,000,000
Common stock, shares issued (in shares)	0	0
Class F Common Stock
Class of Stock [Line Items]
Common stock, shares authorized (in shares)	40,000,000	40,000,000
Common stock, shares issued (in shares)	11,250,000	11,500,000

Related Party Transactions - Additional Information (Details)

5 Months Ended

11 Months Ended

12 Months Ended

Mar. 07, 2021

Jan. 12, 2021

Jul. 23, 2020

USD ($)

$ / shares

Dec. 31, 2020

USD ($)

Dec. 31, 2021

USD ($)

$ / shares

Dec. 31, 2021

USD ($)

$ / shares

Feb. 17, 2021

USD ($)

Sale of common stock, value

^[1]

$ 25,000

Purchase price

$ 0

$ 11,000,000

Founder Shares | Class A Common Stock

Conversion ratio

Founder Shares | Sponsor

Number of shares purchased (in shares) | shares

11,500,000

Sale of common stock, value

$ 25,000

Purchase price per share (in dollars per share) | $ / shares

$ 0.002

Founder shares transferred to independent directors (in shares) | shares

25,000

Shares forfeited (in shares) | shares

250,000

Percentage of founder shares held by the initial stockholders

20.00%

Private Placement Warrants | Class A Common Stock

Number of shares warrant may be converted (in shares) | shares

Exercise price (in dollars per share) | $ / shares

$ 11.50

Private Placement Warrants | Sponsor

Number outstanding (in shares) | shares

5,500,000

Warrants sold, price per warrant (in dollars per shrae) | $ / shares

$ 2.00

Purchase price

$ 11,000,000

Sponsor Loan

Promissory note issued

$ 1,500,000

Proceeds from promissory note issued

1,500,000

Sponsor Loan | Initial Public Offering

Aggregate principal amount

$ 300,000

300,000

Administrative Services Agreement

Agreed to pay to affiliate, monthly for office space, utilities and secretarial support

20,000

$ 20,000

Administrative Services Agreement | Affiliate of the Sponsor

Payments to affiliates

$ 227,742

[1]	This number includes up to 1,500,000 shares of Class F common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters.

Summary of Significant Accounting Policies - Additional Information (Details) - USD ($)	5 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021	Jan. 22, 2021	Jul. 23, 2020
Significant Accounting Policies [Line Items]
Federal depository insurance coverage amount		$ 250,000
Deferred offering costs associated with proposed public offering	$ 285,941	$ 0
Shares subject to possible redemption (in shares)	0	45,000,000
Net tangible assets, minimum amount		$ 5,000,001
Number of public shares (in shares)		45,000,000
Organizational expenses	$ 4,000
Deferred tax assets	10,231	$ 519,023
Marketable securities held in Trust Account	$ 0	450,063,407
Initial Public Offering
Significant Accounting Policies [Line Items]
Offering costs		25,363,020
Underwriters' fees		24,750,000
Offering costs related to warrant liability		$ 918,141
Shares subject to possible redemption (in shares)			45,000,000
Class F Common Stock
Significant Accounting Policies [Line Items]
Common stock par value (in dollars per share)	$ 0.0001	$ 0.0001		$ 0.0001

Public Offering (Tables)

12 Months Ended

Dec. 31, 2021

Public Offering [Abstract]

Schedule of Exchangeable and Redeemable Convertible Preferred Stock


	As of December 31, 2021
Gross proceeds	$	450,000,000
Less:
Proceeds allocated to public warrants	(16,290,000)
Class A shares issuance costs	(24,444,879)
Plus:
Accretion of carrying value to redemption value	(40,734,879)
Contingently redeemable Class A Common Stock	$	450,000,000

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Basis of Presentation

The financial statements of the Company are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (“SEC”). Unless otherwise stated the financial statements and notes to the financial statements presented herein relate to the Company and its subsidiaries (legal acquirer) and not to Sonder Holdings Inc and its subsidiaries (legal acquiree).

Emerging Growth Company

Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

Net Loss Per Common Share

As of December 31, 2021, the Company had two classes of shares, which are referred to as Class A common stock and Class F common stock. Net loss per common share is computed utilizing the two-class method. The two-class method is an earnings allocation formula that determines earnings per share separately for each class of common stock based on an allocation of undistributed earnings per the rights of each class. Net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding during the period, plus to the extent dilutive the incremental number of shares of common stock to be issued in connection with the conversion of shares of the Company’s Class F common stock, par value $0.0001 per share (the “Class F common stock”) or to settle warrants, as calculated using the treasury stock method. During 2021 and 2020, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company under the treasury stock method. As a result, diluted loss per common share is the same as basic loss per common share for the period. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income/(loss) per share for each class of common stock:


	Year Ended December 31, 2021				For the period from July 21, 2020 to December 31, 2020
	Class A		Class F		Class A		Class F
Basic and diluted net income (loss) per share:
Numerator:
Allocation of net income (loss) including accretion of temporary equity	$	(40,522,248)	$	(10,791,535)	$	—	$	(39,918)
Denominator:
Weighted-average shares outstanding	42,410,959		11,294,521		—		11,500,000
Basic and diluted net income (loss) per share	$	(0.96)	$	(0.96)	$	—	$	—

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which at times, may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet.

Deferred Offering Costs

The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A — “Expenses of Offering.” Offering costs were $25,363,020 (including $24,750,000 in underwriters’ fees) consisting principally of professional and registration fees incurred through the balance sheet date that are related to the Public Offering and were charged to stockholders’ equity upon the completion of the Public Offering. Since the Company is required to classify the warrants as derivative liabilities, offering costs totaling $918,141 are reflected as an expense in the statements of operations.AS of December 31, 2020, $285,941 of offering costs were deferred on the balance sheet

Redeemable Common Stock

As discussed in Note 3, all of the 45,000,000 shares of Common Stock sold as part of the Units in the Public Offering contained a redemption feature which allowed for the redemption of such public shares in connection with the Company’s liquidation, if there was a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance with ASC 480, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. Although the Company did not specify a maximum redemption threshold, as of December 31, 2021, the Company’s amended and restated certificate of incorporation provided that the Company would not redeem its public shares in an amount that would cause its net tangible assets (stockholders’ equity) to be less than $5,000,001.

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit.

Accordingly, as of December 31, 2021, 45,000,000 public shares are classified outside of permanent equity at their redemption value.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Organizational Expenses

Organizational expenses include certain professional fees. These costs are expensed as incurred. For the period from July 21, 2020 (inception) through December 31, 2020, the Company has incurred organizational expenses of $4,000 related to the formation of the entity.

Income Taxes

The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. At December 31, 2021 and 2020, the Company had deferred tax assets of $519,023 and $10,231 related to net operating loss carry forwards and startup costs. The Company’s net operating losses will expire beginning 2040. Management has provided a full valuation allowance of the deferred tax asset.

FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at December 31, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

The Company is incorporated in the State of Delaware and is required to pay franchise taxes to the State of Delaware on an annual basis.

Cash and Cash Equivalents

The Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. The Company continually monitors its positions with and the credit quality of the financial institutions with which it invests. Periodically, the Company may maintain balances in various accounts in excess of federally insured limits.

Investments and Cash Held in Trust Account

As of December 31, 2021, the Company had $450,063,407 in the Trust Account which could be utilized for Business Combinations. As of December 31, 2021, the Trust Account consisted of treasury bills.

The Company's portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. The Company's investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the condensed balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income from investments held in Trust Account in the accompanying statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.

Warrant Liability

The Company accounts for warrants for shares of the Company’s common stock that are not indexed to its own stock as liabilities at fair value on the balance sheet. The warrants are subject to remeasurement at each balance sheet date and any change in fair value is recognized in the Company’s statements of operations. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as a liability at their initial fair value on

the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations.

Recently issued accounting pronouncements not yet adopted

Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements based on current operations of the Company. The impact of any recently issued accounting standards will be re-evaluated on a regular basis where the impact could be material. The Company does not believe the consummation of the Business Combination will have a material impact on the Company’s financial statements.

Public Offering - Additional Information (Details) - USD ($)		5 Months Ended	11 Months Ended	12 Months Ended
	Jan. 22, 2021	Dec. 31, 2020	Dec. 31, 2021	Dec. 31, 2021
Class of Stock [Line Items]
Shares subject to possible redemption (in shares)		0	45,000,000	45,000,000
Proceeds from sale of Units in initial public offering	$ 450,000,000	$ 0		$ 450,000,000
Threshold period to complete business combination from closing of public offering				24 months
Change in fair value of warrants reflected as a gain in statement of operations		$ 0		$ 1,740,000
Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share
Class of Stock [Line Items]
Number of shares contribute each unit	0.2
Warrant exercisable term if business combination is completed	30 days
Warrant exercisable term from closing of public offer	12 months
Term of warrants	5 years
Threshold period to complete business combination from closing of public offering	24 months
Warrants	$ 16,290,000		$ 17,370,000	$ 17,370,000
Change in fair value of warrants reflected as a gain in statement of operations			$ 1,080,000
Class A Common Stock
Class of Stock [Line Items]
Shares subject to possible redemption (in shares)			45,000,000	45,000,000
Number of shares contribute each unit	1
Class A Common Stock \| Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share
Class of Stock [Line Items]
Number of shares warrant may be converted (in shares)	1
Initial Public Offering
Class of Stock [Line Items]
Shares subject to possible redemption (in shares)	45,000,000
Purchase price of stock (in dollars per share)	$ 10.00
Percentage of upfront underwriting discount	2.00%
Payment of upfront underwriting discount	$ 9,000,000
Percentage of deferred underwriting discount	3.50%
Deferred underwriting discount	$ 15,750,000
Initial Public Offering \| Class A Common Stock
Class of Stock [Line Items]
Proceeds from sale of Units in initial public offering				$ 450,000,000
Over-Allotment Option
Class of Stock [Line Items]
Shares subject to possible redemption (in shares)	5,000,000
Term of option to purchase additional units to cover over-allotment	45 days

Fair Value Measurement - Schedule of Key Inputs Into Option Model for Private Placement Warrants and Public Warrants (Details)	Dec. 31, 2021 USD ($)	Jan. 20, 2021 USD ($)
Implied volatility/Volatility
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Private placement warrants and public warrants, measurement input		0.20
Risk-free interest rate
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Private placement warrants and public warrants, measurement input		0.0053
Warrant exercise price
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Private placement warrants and public warrants, measurement input	11.50	11.50
Expected term
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Term of warrants	5 years 1 month 6 days	5 years 6 months

Stockholder's Deficit	12 Months Ended
Stockholder's Deficit	Dec. 31, 2021
Equity [Abstract]
Stockholder's Deficit	Stockholders’ Deficit Common Stock The Company is authorized to issue 440,000,000 shares of common stock, consisting of 400,000,000 shares of Class A common stock and 40,000,000 shares of Class F common stock. The Company may (depending on the terms of the Business Combination) be required to increase the number of shares of common stock which it is authorized to issue at the same time as its stockholders vote on the Business Combination to the extent the Company seeks stockholder approval in connection with its Business Combination. Holders of the Company’s common stock vote together as a single class and are entitled to one vote for each share of common stock. At December 31, 2021, there were 45,000,000 shares of Class A common stock and 11,250,000 shares of Class F common stock issued and outstanding. Preferred Stock The Company is authorized to issue 1,000,000 shares of preferred stock, par value $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Board of Directors. At December 31, 2021 there were no shares of preferred stock issued and outstanding.

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

+ References

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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Summary of Significant Accounting Policies (Policies)	12 Months Ended
Summary of Significant Accounting Policies (Policies)	Dec. 31, 2021
Accounting Policies [Abstract]
Basis of Presentation	Basis of PresentationThe financial statements of the Company are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (“SEC”). Unless otherwise stated the financial statements and notes to the financial statements presented herein relate to the Company and its subsidiaries (legal acquirer) and not to Sonder Holdings Inc and its subsidiaries (legal acquiree).
Emerging Growth Company	Emerging Growth Company Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.
Net Loss Per Common Share	Net Loss Per Common ShareAs of December 31, 2021, the Company had two classes of shares, which are referred to as Class A common stock and Class F common stock. Net loss per common share is computed utilizing the two-class method. The two-class method is an earnings allocation formula that determines earnings per share separately for each class of common stock based on an allocation of undistributed earnings per the rights of each class. Net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding during the period, plus to the extent dilutive the incremental number of shares of common stock to be issued in connection with the conversion of shares of the Company’s Class F common stock, par value $0.0001 per share (the “Class F common stock”) or to settle warrants, as calculated using the treasury stock method. During 2021 and 2020, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company under the treasury stock method. As a result, diluted loss per common share is the same as basic loss per common share for the period.
Concentration of Credit Risk	Concentration of Credit RiskFinancial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which at times, may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.
Financial Instruments	Financial InstrumentsThe fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet.
Deferred Offering Costs	Deferred Offering Costs The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A — “Expenses of Offering.” Offering costs were $25,363,020 (including $24,750,000 in underwriters’ fees) consisting principally of professional and registration fees incurred through the balance sheet date that are related to the Public Offering and were charged to stockholders’ equity upon the completion of the Public Offering. Since the Company is required to classify the warrants as derivative liabilities, offering costs totaling $918,141 are reflected as an expense in the statements of operations.AS of December 31, 2020, $285,941 of offering costs were deferred on the balance sheet
Redeemable Common Stock	Redeemable Common Stock As discussed in Note 3, all of the 45,000,000 shares of Common Stock sold as part of the Units in the Public Offering contained a redemption feature which allowed for the redemption of such public shares in connection with the Company’s liquidation, if there was a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance with ASC 480, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. Although the Company did not specify a maximum redemption threshold, as of December 31, 2021, the Company’s amended and restated certificate of incorporation provided that the Company would not redeem its public shares in an amount that would cause its net tangible assets (stockholders’ equity) to be less than $5,000,001. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit. Accordingly, as of December 31, 2021, 45,000,000 public shares are classified outside of permanent equity at their redemption value.
Use of Estimates	Use of EstimatesThe preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Organizational Expenses	Organizational ExpensesOrganizational expenses include certain professional fees. These costs are expensed as incurred. For the period from July 21, 2020 (inception) through December 31, 2020, the Company has incurred organizational expenses of $4,000 related to the formation of the entity.
Income Taxes	Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. At December 31, 2021 and 2020, the Company had deferred tax assets of $519,023 and $10,231 related to net operating loss carry forwards and startup costs. The Company’s net operating losses will expire beginning 2040. Management has provided a full valuation allowance of the deferred tax asset. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at December 31, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company is incorporated in the State of Delaware and is required to pay franchise taxes to the State of Delaware on an annual basis.
Cash and Cash Equivalents	Cash and Cash EquivalentsThe Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. The Company continually monitors its positions with and the credit quality of the financial institutions with which it invests.
Investments and Cash Held in Trust Account	Investments and Cash Held in Trust Account As of December 31, 2021, the Company had $450,063,407 in the Trust Account which could be utilized for Business Combinations. As of December 31, 2021, the Trust Account consisted of treasury bills. The Company's portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. The Company's investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the condensed balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income from investments held in Trust Account in the accompanying statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.
Warrant Liability	Warrant Liability The Company accounts for warrants for shares of the Company’s common stock that are not indexed to its own stock as liabilities at fair value on the balance sheet. The warrants are subject to remeasurement at each balance sheet date and any change in fair value is recognized in the Company’s statements of operations. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as a liability at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations.
Recently issued accounting pronouncements not yet adopted	Recently issued accounting pronouncements not yet adopted Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements based on current operations of the Company. The impact of any recently issued accounting standards will be re-evaluated on a regular basis where the impact could be material. The Company does not believe the consummation of the Business Combination will have a material impact on the Company’s financial statements.

Income Taxes - Effective Income Tax Reconciliation (Details) - USD ($)	5 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Income tax benefit at the federal statutory rate		$ (2,221,570)
Capitalized transaction expenses		1,223,592
Warrant liability		558,210
State income taxes - net of federal income tax benefits		(77,487)
Change in valuation allowance		517,255
Total income tax benefit	$ 0	$ 0

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

Income Taxes

12 Months Ended

Dec. 31, 2021

Income Tax Disclosure [Abstract]

Income Taxes

The Company did not record an income tax provision for the years ended December 31, 2021 and 2020.

A reconciliation of the statutory federal income tax expense to the income tax expense from continuing operations provided at December 31, 2021:


	Year Ended December 31, 2021
Income tax benefit at the federal statutory rate	$	(2,221,570)
Capitalized transaction expenses	1,223,592
Warrant liability	558,210
State income taxes - net of federal income tax benefits	(77,487)
Change in valuation allowance	517,255
Total income tax benefit	$	—

The Company’s net deferred tax assets are as follows:


	Year Ended December 31, 2021
Deferred tax assets:
Accrued expenses	$	315,191
Net operating losses	203,832
Total deferred tax assets	519,023
Valuation allowance	(519,023)
Deferred tax asset, net	$	—

The Company did not have any significant deferred tax assets or liabilities as of December 31, 2020.

The Company has evaluated tax positions taken or expected to be taken in the course of preparing the financial statements to determine if the tax positions are “more likely than not” of being sustained by the applicable tax authority. Tax positions not deemed to meet the “more likely than not” threshold would be recorded as a tax benefit or expense in the current year. The Company has concluded that there was no impact related to uncertain tax positions on the results of its operations for the period ended December 31, 2021. As of December 31, 2021, the Company has no accrued interest or penalties related to uncertain tax positions. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company’s conclusions regarding tax positions will be subject to review and may be adjusted at a later date based on factors including, but not limited to, ongoing analyses of tax laws, regulations, and interpretations thereof.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 21
-URI http://asc.fasb.org/extlink&oid=121826272&loc=d3e32857-109319

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-URI http://asc.fasb.org/extlink&oid=122134291&loc=d3e330215-122817

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 17
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=121826272&loc=d3e32809-109319

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-URI http://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 14
-URI http://asc.fasb.org/extlink&oid=121826272&loc=d3e32705-109319

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 270
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6424409&loc=d3e44925-109338

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-URI http://asc.fasb.org/topic&trid=2144680

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 30
-Section 50
-Paragraph 2
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=6424122&loc=d3e41874-109331

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

Fair Value Measurement

12 Months Ended

Dec. 31, 2021

Fair Value Disclosures [Abstract]

Fair Value Measurement

Fair Value Measurement The Company complies with ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. ASC 820 determines fair value to be the price that would be received to sell an asset or would be paid to transfer a liability (i.e., the exit price) in an orderly transaction between market participants at the measurement date.

Warrants

The Company has determined that warrants issued in connection with its initial public offering in January 2021 are subject to treatment as a liability. The Company utilized a Monte Carlo simulation methodology to value the warrants for periods prior to public warrant trading and observable transactions for subsequent periods, with changes in fair value recognized in the statements of operations. The estimated fair value of the warrant liability is determined using Level 1 and Level 2 inputs. The key assumptions in the option pricing model utilized are assumptions related to expected share-price volatility, expected term, risk-free interest rate and dividend yield. The expected volatility as of the IPO Closing Date and March 31, 2021, was derived from observable public warrant pricing on comparable ‘blank-check’ companies that recently went public in 2020 and 2021. Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. The estimated fair value of Public Warrants was transferred from a Level 3 measurement to a Level 1 measurement, when the Public Warrants were separately listed and traded in an active market. The estimated fair value of the Private Warrants was transferred from a Level 3 measurement to a Level 2 fair value measurement as of January 2021, as the transfer of Private Placement Warrants to anyone who is not a permitted transferee would result in the Private Placement Warrants having substantially the same terms as the Public Warrants, the Company determined that the fair value of each Private Placement Warrant is equivalent to that of each Public Warrant. No assets or liabilities are measured at fair value as of December 31, 2020. At December 31, 2021, there were observable transactions in the Company's public warrants. At December 31, 2021, the Public Warrants had adequate trading volume to provide a reliable indication of value. The Public Warrants were valued at $1.93 per warrant at December 31, 2021. The fair value of the Private Placement Warrants was deemed to be equal to the fair value of the Public Warrants because the Private Placement Warrants have similar terms and are subject to substantially the same redemption features as the Public Warrants.

The key inputs into the option model for the Private Placement Warrants and Public Warrants were as follows for the relevant periods:


	As of
	December 31, 2021*		January 20, 2021
Implied volatility/Volatility	—		20		%
Risk-free interest rate	—		0.53		%
Warrant exercise price	$	11.50	$	11.50
Expected term	5.1		5.5

______________

*Volatility and risk-free rate were not utilized in computation.

Subsequent Measurement

The Warrants are measured at fair value on a recurring basis. The subsequent measurement of the Public and Private Warrants as of December 31, 2021, is classified as Level 1 and Level 2, respectively, due to the use of both observable inputs in an active market as well as quoted prices in active markets for similar assets and liabilities.

As of December 31, 2021, the aggregate values of the Private Placement Warrants and Public Warrants were $10.6 million and $17.4 million, respectively, based on the closing price of GMIIW on that date of $1.93.

As of January 20, 2021, the aggregate values of the Private Placement Warrants and Public Warrants were $10.0 million and $16.3 million, respectively, based on the closing price of GMIIU on that date of $11.16. GMIIU was the original Nasdaq trading symbol of the Units, which comprised of a share plus a fraction of the warrants. These units separated and, after the closing of the Sonder Business Combination, the Units no longer trade on Nasdaq.

The following table presents the changes in the fair value of warrant liabilities:


	Private placement warrants		Public warrants		Total warrant liabilities
Fair value at January 20, 2021	$	9,955,000	$	16,290,000	$	26,245,000
Change in fair value	660,000		1,080,000		1,740,000
Fair value at December 31, 2021	$	10,615,000	$	17,370,000	$	27,985,000

The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of December 31, 2021 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities. Fair values determined by Level 2 inputs utilize data points that are observable such as quoted prices, interest rates and yield curves. Fair values determined by Level 3 inputs are unobservable data points for the asset or liability, and includes situations where there is little, if any, market activity for the asset or liability:


Description	December 31, 2021		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Marketable securities Held in Trust Account	$	450,063,407	$	450,063,407	$	—	$	—
Derivative warrant liabilities:
Public warrants	(17,370,000)		(17,370,000)		—		—
Private placement warrants	(10,615,000)		—		(10,615,000)		—

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

BALANCE SHEETS - USD ($)	Dec. 31, 2021	Dec. 31, 2020
CURRENT ASSETS:
Cash	$ 263,943	$ 160,314
Deferred offering costs associated with proposed public offering	0	285,941
Prepaid assets	1,011,081	0
Total current assets	1,275,024	446,255
Marketable securities held in Trust Account	450,063,407	0
Total assets	451,338,431	446,255
Current liabilities:
State franchise tax	200,000	2,918
Accrued expenses, formation and offering costs	5,937,133	158,255
PIPE subscription	250,000	0
Notes payable—related party	1,500,000	300,000
Total current liabilities	35,872,133	461,173
Deferred underwriting compensation	15,750,000	0
Total liabilities	51,622,133	461,173
COMMITMENTS AND CONTINGENCIES
Stockholders’ deficit:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized, none issued or outstanding	0	0
Additional paid-in-capital	0	23,850
Accumulated Deficit	(50,284,827)	(39,918)
Total stockholders’ deficit	(50,283,702)	(14,918)
Total liabilities and stockholders’ deficit	451,338,431	446,255
Public warrants
Current liabilities:
Warrants	17,370,000	0
Private placement warrants
Current liabilities:
Warrants	10,615,000	0
Class A Common Stock
Stockholders’ deficit:
Class A common stock, subject to redemption, 45,000,000 and 0 shares at December 31, 2021 and 2020, respectively (at redemption value of $10 per share)	450,000,000	0
Common stock	0	0
Class F Common Stock
Stockholders’ deficit:
Common stock	$ 1,125	$ 1,150

BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2021	Dec. 31, 2020
Shares subject to possible redemption (in shares)	45,000,000	0
Shares subject to possible redemption, redemption value per share (in dollars per share)	$ 10	$ 10
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized (in shares)	1,000,000	1,000,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Common stock, shares authorized (in shares)	440,000,000
Class A Common Stock
Shares subject to possible redemption (in shares)	45,000,000
Common stock par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	400,000,000	400,000,000
Common stock, shares issued (in shares)	0	0
Common stock, shares outstanding (in shares)	0	0
Class F Common Stock
Common stock par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	40,000,000	40,000,000
Common stock, shares issued (in shares)	11,250,000	11,500,000
Common stock, shares outstanding (in shares)	11,250,000	11,500,000

STATEMENTS OF OPERATIONS - USD ($)	5 Months Ended	12 Months Ended
STATEMENTS OF OPERATIONS - USD ($)	Dec. 31, 2020	Dec. 31, 2021
Revenues	$ 0	$ 0
Organizational expenses	(4,000)	0
Professional fees	(33,000)	(7,784,171)
State franchise tax	(2,918)	(200,000)
Allocated expense for warrant issuance cost	0	(918,141)
Net loss from operations	(39,918)	(8,902,312)
Other income - interest income	0	63,407
Loss from change in fair value of warrant liabilities	0	(1,740,000)
Net loss before income taxes	(39,918)	(10,578,905)
Provision for income tax	0	0
Net loss attributable to common shareholders	$ (39,918)	$ (10,578,905)
Class A Common Stock
Net loss per ordinary share:
Net loss per ordinary share, basic (in dollars per share)	$ 0	$ (0.96)
Net loss per ordinary share, diluted (in dollars per share)	0	(0.96)
Class F Common Stock
Net loss per ordinary share:
Net loss per ordinary share, basic (in dollars per share)	0.00	(0.96)
Net loss per ordinary share, diluted (in dollars per share)	$ 0.00	$ (0.96)

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

Schedule of Basic and Diluted Loss per Share

The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income/(loss) per share for each class of common stock:


	Year Ended December 31, 2021				For the period from July 21, 2020 to December 31, 2020
	Class A		Class F		Class A		Class F
Basic and diluted net income (loss) per share:
Numerator:
Allocation of net income (loss) including accretion of temporary equity	$	(40,522,248)	$	(10,791,535)	$	—	$	(39,918)
Denominator:
Weighted-average shares outstanding	42,410,959		11,294,521		—		11,500,000
Basic and diluted net income (loss) per share	$	(0.96)	$	(0.96)	$	—	$	—

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2021

Income Tax Disclosure [Abstract]

Schedule of Effective Income Tax Rate Reconciliation

A reconciliation of the statutory federal income tax expense to the income tax expense from continuing operations provided at December 31, 2021:


	Year Ended December 31, 2021
Income tax benefit at the federal statutory rate	$	(2,221,570)
Capitalized transaction expenses	1,223,592
Warrant liability	558,210
State income taxes - net of federal income tax benefits	(77,487)
Change in valuation allowance	517,255
Total income tax benefit	$	—

Schedule of Deferred Tax Assets

The Company’s net deferred tax assets are as follows:


	Year Ended December 31, 2021
Deferred tax assets:
Accrued expenses	$	315,191
Net operating losses	203,832
Total deferred tax assets	519,023
Valuation allowance	(519,023)
Deferred tax asset, net	$	—

Fair Value Measurement - Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($)	Dec. 31, 2021	Jan. 20, 2021	Dec. 31, 2020
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Marketable securities held in Trust Account	$ 450,063,407		$ 0
Public warrants
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Derivative warrant liabilities	17,370,000	$ 16,300,000	0
Private placement warrants
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Derivative warrant liabilities	10,615,000	$ 10,000,000.0	$ 0
Fair Value, Recurring
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Marketable securities held in Trust Account	450,063,407
Fair Value, Recurring \| Public warrants
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Derivative warrant liabilities	(17,370,000)
Fair Value, Recurring \| Private placement warrants
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Derivative warrant liabilities	(10,615,000)
Fair Value, Recurring \| Quoted Prices in Active Markets (Level 1) \| Public warrants
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Derivative warrant liabilities	(17,370,000)
Fair Value, Recurring \| Quoted Prices in Active Markets (Level 1) \| Private placement warrants
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Derivative warrant liabilities	0
Fair Value, Recurring \| Significant Other Observable Inputs (Level 2)
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Marketable securities held in Trust Account	0
Fair Value, Recurring \| Significant Other Observable Inputs (Level 2) \| Public warrants
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Derivative warrant liabilities	0
Fair Value, Recurring \| Significant Other Observable Inputs (Level 2) \| Private placement warrants
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Derivative warrant liabilities	(10,615,000)
Fair Value, Recurring \| Significant Other Unobservable Inputs (Level 3)
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Marketable securities held in Trust Account	0
Fair Value, Recurring \| Significant Other Unobservable Inputs (Level 3) \| Public warrants
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Derivative warrant liabilities	0
Fair Value, Recurring \| Significant Other Unobservable Inputs (Level 3) \| Private placement warrants
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Derivative warrant liabilities	$ 0

Fair Value Measurement (Tables)

12 Months Ended

Dec. 31, 2021

Fair Value Disclosures [Abstract]

Schedule of Key Inputs Into Option Model for Private Placement Warrants and Public Warrants

The key inputs into the option model for the Private Placement Warrants and Public Warrants were as follows for the relevant periods:


	As of
	December 31, 2021*		January 20, 2021
Implied volatility/Volatility	—		20		%
Risk-free interest rate	—		0.53		%
Warrant exercise price	$	11.50	$	11.50
Expected term	5.1		5.5

______________

*Volatility and risk-free rate were not utilized in computation.

Schedule of Financial Liabilities Measured at Fair Value

The following table presents the changes in the fair value of warrant liabilities:


	Private placement warrants		Public warrants		Total warrant liabilities
Fair value at January 20, 2021	$	9,955,000	$	16,290,000	$	26,245,000
Change in fair value	660,000		1,080,000		1,740,000
Fair value at December 31, 2021	$	10,615,000	$	17,370,000	$	27,985,000

Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis


Description	December 31, 2021		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Marketable securities Held in Trust Account	$	450,063,407	$	450,063,407	$	—	$	—
Derivative warrant liabilities:
Public warrants	(17,370,000)		(17,370,000)		—		—
Private placement warrants	(10,615,000)		—		(10,615,000)		—

Description of Organization and Business Operations - Additional Information (Details) - USD ($)

5 Months Ended

12 Months Ended

Jan. 18, 2022

Oct. 27, 2021

Apr. 29, 2021

Jan. 22, 2021

Dec. 31, 2020

Dec. 31, 2021

Jul. 23, 2020

Organization And Business Operations [Line Items]

Proceeds from sale of Units in initial public offering

$ 450,000,000

$ 0

$ 450,000,000

Proceeds from sale of Private Placement Warrants to Sponsor

$ 0

11,000,000

Annual limit of regulatory withdrawal

$ 900,000

Threshold period to complete business combination from closing of public offering

24 months

Dissolution expenses, maximum allowed

$ 100,000

Private Placement

Organization And Business Operations [Line Items]

Amount placed in trust account

450,000,000

Proceeds from sale of Units in initial public offering

$ 450,000,000

Proceeds from sale of Private Placement Warrants to Sponsor

$ 11,000,000

Common Stock, par value $0.0001 per share | Private Placement

Organization And Business Operations [Line Items]

Number of shares purchased (in shares)

11,507,074

20,000,000

Purchase price per share (in dollars per share)

$ 8.89

$ 10.00

Common Stock, par value $0.0001 per share | Additional Sponsor Commitment Subscription Agreement

Organization And Business Operations [Line Items]

Number of shares purchased (in shares)

709,711

Purchase price per share (in dollars per share)

$ 10.00

Minimum

Organization And Business Operations [Line Items]

Percentage of fair market value

80.00%

Class A Common Stock

Organization And Business Operations [Line Items]

Common stock par value (in dollars per share)

$ 0.0001

Redemption percentage of shares if business combination not completed

100.00%

Class A Common Stock | Maximum

Organization And Business Operations [Line Items]

Threshold period to complete business combination from closing of public offering

24 months

Common Stock, par value $0.0001 per share | Subsequent Event

Organization And Business Operations [Line Items]

Redemption of stock (in shares)

43,343,665

Class F Common Stock

Organization And Business Operations [Line Items]

Shares surrendered (in shares)

1,277,285

Common stock par value (in dollars per share)

$ 0.0001

Class F Common Stock | Common Stock, par value $0.0001 per share

Organization And Business Operations [Line Items]

Number of shares purchased (in shares)

^[1]

11,500,000

[1]	This number includes up to 1,500,000 shares of Class F common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters.

Contingencies	12 Months Ended
Contingencies	Dec. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
Contingencies	Contingencies Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position and results of its operations, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Fair Value Measurement - Additional Information (Details) - USD ($)	Dec. 31, 2021	Jan. 22, 2021	Jan. 20, 2021	Dec. 31, 2020
Warrants
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Term of warrants		5 years
Share price (in dollars per share)	$ 1.93		$ 11.16
Warrants	$ 17,370,000	$ 16,290,000
Public warrants
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Share price (in dollars per share)	$ 1.93
Warrants	$ 17,370,000		$ 16,300,000	$ 0
Private placement warrants
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Warrants	$ 10,615,000		$ 10,000,000.0	$ 0

Related Party Transactions	12 Months Ended
Related Party Transactions	Dec. 31, 2021
Related Party Transactions [Abstract]
Related Party Transactions	Related Party Transactions Founder Shares On July 23, 2020, the Sponsor purchased 11,500,000 shares of Class F common stock (the “Founder Shares”) for $25,000, or approximately $0.002 per share. On January 12, 2021, the Sponsor transferred 25,000 Founder Shares to each of the Company’s three independent director nominees at their original purchase price. On March 7, 2021, the Sponsor forfeited 250,000 Founder Shares following the expiration of the unexercised portion of underwriters’ over-allotment option, so that the Founder Shares held by the Initial Stockholders would represent 20.0% of the outstanding shares of common stock following completion of the Public Offering. The Founder Shares are identical to the common stock included in the Units sold in the Public Offering except that the Founder Shares will automatically convert into shares of Class A common stock at the time of the Business Combination on a one-for-one basis, subject to adjustment as described in the Company’s amended and restated certificate of incorporation. Private Placement Warrants The Sponsor purchased from the Company an aggregate of 5,500,000 whole warrants at a price of $2.00 per warrant (a purchase price of approximately $11,000,000) in a private placement that occurred simultaneously with the completion of the Public Offering (the “Private Placement Warrants”). Each Private Placement Warrant entitles the holder to purchase one share of Class A common stock at $11.50 per share. A portion of the purchase price of the Private Placement Warrants was added to the proceeds from the Public Offering to be held in the Trust Account pending completion of the Business Combination. The Private Placement Warrants have terms and provisions that are identical to those of the Warrants being sold as part of the Units in the Public Offering, except that the Private Placement Warrants are not redeemable so long as they are held by the Sponsor or its permitted transferees, except as described in the warrant agreement. Registration Rights The holders of Founder Shares, Private Placement Warrants and warrants issued upon conversion of working capital loans, if any, hold registration rights (in the case of the Founder Shares, only after conversion of such shares to shares of Class A common stock) pursuant to a registration rights agreement. These holders will be entitled to certain demand and “piggyback” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Sponsor Loan Prior to the completion of the Public Offering, the Sponsor loaned the Company an aggregate of $300,000 by the issuance of an unsecured promissory note (the “Note”) issued by the Company in favor of the Sponsor to cover organizational expenses and expenses related to the Public Offering. The Note was non-interest bearing and payable on the earlier of July 31, 2021 or the completion of the Public Offering. The Note was repaid upon completion of the Public Offering. On February 17, 2021, the Sponsor made available to the Company a loan of up to $1,500,000 pursuant to a promissory note issued by the Company to the Sponsor. The proceeds from the note were used for on-going operational expenses and certain other expenses in connection with the Proposed Business Combination. The note is unsecured, non-interest bearing and matured on January 18, 2022, the date on which the Company consummated the Business Combination. As of December 31, 2021, the amount advanced by Sponsor to the Company was $1,500,000. Administrative Services Agreement The Company entered into an administrative services agreement pursuant to which it agreed to pay to an affiliate of the Sponsor $20,000 per month for office space, utilities and secretarial support. Services commenced on January 19, 2021 (the date the securities were first listed on the Nasdaq Capital Market) and terminated upon the Business Combination closing date. For the period commencing January 19, 2021 through December 31, 2021 the Company has paid the affiliate $227,742.

Fair Value Measurement - Schedule of Changes in Fair Value of Warrant Liabilities (Details) - Warrant liabilities	11 Months Ended
	Dec. 31, 2021 USD ($)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Beginning balance	$ 26,245,000
Change in fair value	1,740,000
Ending balance	27,985,000
Private placement warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Beginning balance	9,955,000
Change in fair value	660,000
Ending balance	10,615,000
Public warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Beginning balance	16,290,000
Change in fair value	1,080,000
Ending balance	$ 17,370,000

Description of Organization and Business Operations	12 Months Ended
Description of Organization and Business Operations	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of Organization and Business Operations	Description of Organization and Business Operations Organization and General: Sonder Holdings Inc. (f/k/a Gores Metropoulos II, Inc.) (the “Company”) was incorporated in Delaware on July 21, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company completed the Public Offering on January 22, 2021 (the “IPO Closing Date”). The Company will not generate any operating revenues until after the completion of its Business Combination, at the earliest. Subsequent to the Public Offering, the Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Public Offering and the sale of the Private Placement Warrants (as defined below) held in the Trust Account (as defined below). Sonder Holdings Inc. Business Combination On April 29, 2021, Sonder Holdings Inc. (f/k/a Gores Metropoulos II, Inc) entered into a Business Combination Agreement (the “Business Combination Agreement”), by and among the Company, Sonder Operating Inc (f/k/a Sonder Holdings Inc, or “Legacy Sonder”). The transactions contemplated by the Business Combination Agreement will constitute a “Business Combination” within the meaning of the Company’s Amended and Restated Certificate of Incorporation. Such transactions are hereinafter referred to as the “Business Combination.” The Business Combination with Legacy Sonder closed on January 18, 2022. Sponsor The Company’s sponsor is Gores Metropoulos Sponsor II, LLC, a Delaware limited liability company (the “Sponsor”). Private Placement Subscription Agreements On April 29, 2021, the Company entered into subscription agreements (each, a “Subscription Agreement” and collectively, the “Subscription Agreements”) with certain investors and Gores Metropoulos Sponsor II, LLC (the “Sponsor”), pursuant to which the investors have agreed to purchase an aggregate of 20,000,000 shares of Company Common Stock in a private placement for $10.00 per share (the “Private Placement”). Each Subscription Agreement will terminate with no further force and effect upon the earliest to occur of: (a) such date and time as the Merger Agreement is terminated in accordance with its terms; (b) upon the mutual written agreement of the parties to such Subscription Agreement; (c) if any of the conditions to closing set forth in such Subscription Agreement are not satisfied or waived on or prior to the closing and, as a result thereof, the transactions contemplated by such Subscription Agreement are not consummated at the closing; and (d) if the closing of the Business Combination shall not have occurred by October 28, 2021. As of the date hereof, the shares of Company Common Stock to be issued pursuant to the Subscription Agreements have not been registered under the Securities Act of 1933, as amended (the “Securities Act”). The Company will, within 30 days after the closing of the Business Combination, file with the Securities and Exchange Commission (“SEC”) a registration statement (the “Post-Closing Registration Statement”) registering the resale of such shares of Common Stock and will use its commercially reasonable efforts to have such Post-Closing Registration Statement declared effective as soon as practicable after the filing thereof. On October 27, 2021, the parties entered into an amendment to the Existing Subscription Agreements (the “Existing Subscription Amendment”), pursuant to which, among other things, the date such Existing Subscription Agreements terminate if the Business Combination has not been consummated was extended from October 28, 2021 to January 31, 2022. On October 27, 2021, the Company entered into subscription agreements (the “New Subscription Agreements”) with certain investors, including the Sponsor (the “New Subscribers”), pursuant to which the New Subscribers have agreed to purchase an aggregate of 11,507,074 shares of Company Common Stock in a private placement for $8.89 per share (the “New PIPE”). Each New Subscription Agreement is to terminate with no further force and effect upon the earliest to occur of: (a) such date and time as the Merger Agreement is terminated in accordance with its terms; (b) the mutual written agreement of the parties to such New Subscription Agreement; (c) any of the conditions to closing set forth in such New Subscription Agreement not being satisfied or waived on or prior to the closing and, as a result thereof, the transactions contemplated by such New Subscription Agreement not being consummated at the closing; and (d) January 31, 2022, if the closing of the Business Combination shall not have occurred by such date. Surrender Agreement On October 27, 2021, the Company entered into a share surrender agreement (the “Share Surrender Agreement”), by and between the Company and the Sponsor, pursuant to which the Sponsor agreed to surrender 1,277,285 shares of Class F Common Stock immediately prior to the effective time of the First Merger, contingent on the satisfaction of the conditions to closing set forth in the Merger Agreement. The foregoing description of the Share Surrender Agreement is qualified in its entirety by the text of the Share Surrender Agreement. Additional Sponsor Commitment Subscription Agreement On October 27, 2021, the Company entered into a subscription agreement (the “Additional Sponsor Commitment Subscription Agreement”) with the Sponsor, substantially similar to the Sponsor’s Existing Subscription Agreement (as amended), whereby the Sponsor separately agreed to purchase an additional 709,711 shares of Company Common Stock in a private placement for $10.00 per share. The Additional Sponsor Commitment Subscription Agreement will automatically terminate with no further force and effect upon the earliest to occur of: (a) such date and time as the Merger Agreement is terminated in accordance with its terms; (b) the mutual written agreement of the parties to such Additional Sponsor Commitment Subscription Agreement; (c) any of the conditions to closing set forth in such Additional Sponsor Commitment Subscription Agreement not being satisfied or waived on or prior to the closing and, as a result thereof, the transactions contemplated by such Additional Sponsor Commitment Subscription Agreement not being consummated at the closing; and (d) January 31, 2022, if the closing of the Business Combination shall not have occurred by such date. Financing Upon the closing of the Public Offering and the sale of the Private Placement Warrants, an aggregate of $450,000,000 was placed in a Trust Account with Computershare acting as trustee (the “Trust Account”). The Company intends to finance a Business Combination with the net proceeds from its $450,000,000 Public Offering and its sale of $11,000,000 of Private Placement Warrants. The Trust Account: Substantially all the proceeds from the Proposed Offering and the sale of the Private Placement Warrants (as defined in Note 4) will be placed in a U.S. based trust account (the “Trust Account”). The Trust Account will be invested only in U.S. government treasury bills with a maturity of one hundred and eighty-five (185) days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940 which invest only in direct U.S. government obligations. The remaining proceeds outside the Trust Account may be used to pay for business, legal and accounting due diligence on prospective acquisitions and continuing general and administrative expenses. The Company’s amended and restated certificate of incorporation provides that, other than the withdrawal of up to $900,000 per year of interest to fund the Company’s compliance requirements and other costs related thereto, plus additional amounts released to us to pay franchise and income taxes, if any, none of the funds held in trust will be released until the earliest of: (i) the completion of the Business Combination; (ii) the redemption of any shares of the Company’s class A common stock, par value $0.0001 per share (the “Class A common stock”) included in the Units (as defined in Note 3) being sold in the Proposed Offering that have been properly tendered in connection with a stockholder vote to amend the amended and restated certificate of incorporation (a) to modify the substance or timing of the Company’s obligation to redeem 100% of such shares of Class A common stock if it does not complete a Business Combination within 24 months from the closing of the Proposed Offering or (b) with respect to any other provisions relating to stockholders’ rights or pre-initial business combination activity and (iii) the redemption of 100% of the shares of Class A common stock included in the Units being sold in the Proposed Offering if the Company is unable to complete a Business Combination within 24 months from the closing of the Proposed Offering (subject to the requirements of law). Business Combination: The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Public Offering, although substantially all of the net proceeds of the Public Offering are intended to be generally applied toward consummating a Business Combination with (or acquisition of) a Target Business. As used herein, “Target Business” must be with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned) at the time of the Company signing a definitive agreement in connection with the Business Combination. The Company, after signing a definitive agreement for a Business Combination, was required to either (i) seek stockholder approval of the Business Combination at a meeting called for such purpose in connection with which stockholders may seek to redeem their shares, regardless of whether they vote for or against the Business Combination, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination, including interest but less taxes payable, or (ii) provide stockholders with the opportunity to sell their shares to the Company by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination, including interest but less taxes payable. As a result of the foregoing redemption provisions, the public shares of common stock are recorded at redemption amount and classified as temporary equity, in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 480, “Distinguishing Liabilities from Equity” (“ASC 480”). The Company had 24 months from the closing date of the Proposed Offering to complete its Business Combination. If the Company does not complete a Business Combination within this period of time, it shall (i) cease all operations except for the purposes of winding up; (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the public shares of Class A common stock for a per share pro rata portion of the Trust Account, including interest, but less taxes payable (less up to $100,000 of such net interest to pay dissolution expenses) and (iii) as promptly as possible following such redemption, dissolve and liquidate the balance of the Company’s net assets to its remaining stockholders, as part of its plan of dissolution and liquidation. The initial stockholders and the Company’s officers and directors will enter into letter agreements with the Company, pursuant to which they will waive their rights to participate in any redemption with respect to their founder shares; however, if the Sponsor or any of the Company’s officers, directors or affiliates acquire shares of Class A common stock in or after the Proposed Offering, they will be entitled to a pro rata share of the Trust Account upon the Company’s redemption or liquidation in the event the Company does not complete a Business Combination within the required time period. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the initial public offering price per Unit in the Proposed Offering. On January 14, 2022, the Company held a special meeting of the Company’s stockholders (the “Special Meeting”), held in lieu of the 2021 annual meeting of the Company’s stockholders, at which stockholders representing a majority of the outstanding shares of Class A Common Stock approved the Sonder Holdings Inc. Business Combination. In connection with the closing of the Business Combination on January 18, 2022, Company Stockholders redeemed 43,343,665 shares of Class A Stock.

Subsequent Events	12 Months Ended
Subsequent Events	Dec. 31, 2021
Subsequent Events [Abstract]
Subsequent Events	Subsequent Events Management has performed an evaluation of subsequent events through March 28, 2022, the date of issuance of the financial statements, noting the below item: Business Combination with Sonder Holdings Inc. As described in Note 1, the Company completed the Business Combination with Sonder Operating Inc. (formerly known as Sonder Holdings Inc.) on January 18, 2022, following stockholder approval. In connection with the Business Combination, the Company issued 1,656,335 shares of Class A Stock at $10.00 per share, for gross proceeds, after redemptions, to the Company of $16,563,350. Further pursuant to subscription agreements entered into in connection with the Merger Agreement (the “Existing Subscription Agreements”), certain investors agreed to subscribe for an aggregate of 20,000,000 newly issued shares of Class A Stock (which became Common Stock upon the effectiveness of the Amended and Restated Certificate of Incorporation) for a purchase price of $10.00 per share, or an aggregate of approximately $200 million (the “Existing PIPE Investment”). In addition, pursuant to subscription agreements entered into in connection with Amendment No.1, certain investors agreed to subscribe for an additional 11,507,074 newly issued shares of Class A Stock (which became Common Stock upon the effectiveness of the Amended and Restated Certificate of Incorporation) for a purchase price of for $8.89 per share, or an aggregate of approximately $102.3 million (the “New PIPE Investment”). In addition, concurrently with the execution of Amendment No. 1, the Company entered into a subscription agreement with Gores Metropoulos Sponsor II, LLC (the “Sponsor”) whereby the Sponsor separately sold an additional 709,711 shares of Class A Stock (which became Common Stock upon the effectiveness of the Amended and Restated Certificate of Incorporation) in a private placement for $10.00, or an aggregate of approximately $7.1 million (the “Additional Sponsor PIPE Commitment” and, together with the Existing PIPE Investment and the New PIPE Investment, the “PIPE Investment”). At the Closing, the Company consummated the PIPE Investment. Following this transaction, Sonder Operating Inc. (formerly named Sonder Holdings Inc.) merged into a subsidiary of the Company, the Company was renamed Sonder Holdings Inc., and its Common Stock continued to trade on the Nasdaq Stock Market LLC under the new symbol “SOND” on January 19, 2022. The Company’s financial statement presentation to be included in quarterly and annual filings with the SEC on Forms 10-Q and 10-K with respect to periods subsequent to the Business Combination with Sonder Holdings Inc. will include the consolidated financial statements of Sonder Holdings Inc. and its subsidiaries for periods prior to the completion of the Business Combination and of the Company for periods from and after the Business Combination. The Company paid the deferred underwriting discount totaling $15,875,000 or 3.50% of the gross offering proceeds of the Public Offering which was accrued as of December 31, 2021, to the underwriter on January 18, 2022 upon the Company’s consummation of the Business Combination. On January 31, 2022, the Company filed a registration statement on Form S-1 related, among other things, to the issuance by the Company of up to (i) 9,000,000 shares of its Class A Stock issuable upon the exercise of the outstanding Warrants, (ii) 5,500,000 shares of its Class A Stock upon exercise of the Private Placement Warrants (defined below), (iii) 2,475,000 shares of Common Stock issuable upon the exercise of 2,475,000 warrants issued in connection with the funding of certain delayed draw subordinated secured notes, each of which is exercisable at a price of $12.50 per share, (iv) 425,706 shares of Common Stock issuable upon exercise of warrants assumed by us in connection with the Business Combination and (v) 20,336 shares of Common Stock issuable upon the exercise of certain outstanding options to purchase Common Stock held by individuals who terminated their employment with Sonder Holdings Inc. prior to the Business Combination.