0001819395-22-000083 | 10-Q | XBRL Viewer

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Summary of Significant Accounting Policies	6 Months Ended
Summary of Significant Accounting Policies	Jun. 30, 2022
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation The accompanying condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP, U.S. GAAP, or generally accepted accounting principles). The condensed consolidated financial statements include the accounts of Sonder Holdings Inc., its wholly owned subsidiaries, and one variable interest entity (VIE) for which it is the primary beneficiary in accordance with consolidation accounting guidance. All intercompany balances and transactions have been eliminated in consolidation. In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments, including normal recurring adjustments, necessary to present fairly Sonder’s financial position as of June 30, 2022, its results of operations and comprehensive loss mezzanine equity and stockholders’ equity (deficit), and cash flows for the six months ended June 30, 2022 and 2021. Sonder’s condensed consolidated results of operations and comprehensive loss, mezzanine equity and stockholders’ equity (deficit), and cash flows for the six months ended June 30, 2022 are not necessarily indicative of the results to be expected for the full year. In accordance with ASC 810, Consolidation, Sonder evaluates its ownership, contractual and other interests in entities to assess whether it has a variable interest in entities in which it has a financial relationship and, if so, whether or not those entities are VIEs. These evaluations are complex, involving judgment and the use of estimates and assumptions based on available historical and prospective information, among other factors. For an entity to qualify as a VIE, ASC 810 requires Sonder to determine if it is the primary beneficiary of the VIE, and, if so, to consolidate such entity into its consolidated financial statements and, if not, to account for the investment or other variable interest in a VIE in accordance with applicable U.S. GAAP. Sonder consolidates its VIE in which it holds a controlling financial interest and is therefore deemed the primary beneficiary. Sonder will be deemed to hold a controlling financial interest when it (1) has the power to direct the activities that most significantly impact the economic performance of this VIE and (2) has the obligation to absorb losses or the right to receive benefits that in either case could potentially be significant to this VIE. Periodically, Sonder reevaluates its ownership, contractual and other interests in entities to determine whether any changes in its interest or relationship with an entity impacts the determination of whether it is still the primary beneficiary of such entity. As of June 30, 2022 and December 31, 2021, Sonder’s consolidated VIE was not material to the condensed consolidated financial statements. COVID-19 Pandemic The ongoing impact of the COVID-19 pandemic on the global economy as well as whether and to what extent additional variants or resurgences of the virus continue to occur and the extent to which COVID-19 will continue to adversely impact Sonder remains uncertain. Sonder’s financial results for all of 2021 and the first half of 2022 were materially adversely affected by the COVID-19 pandemic, and the pandemic may continue to materially adversely impact business operations, results of operations and liquidity in the near term and possibly longer. The extent of the recovery is uncertain and will be largely dependent on the effectiveness of COVID-19 prevention and treatment against prevalent COVID-19 strains in the cities and countries in which Sonder operates. Use of Estimates The preparation of condensed consolidated financial statements in accordance with U.S. GAAP requires 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 condensed consolidated financial statements, and the reported amounts of revenue and expense during the reporting periods. Such management estimates include revenue recognition, bad debt allowance, the fair value of share-based awards, valuation of common stock, estimated useful life of software development costs, valuation of intellectual property and intangible assets, contingent liabilities, and valuation allowance for deferred tax assets, among others. These estimates are based on information available as of the date of the condensed consolidated financial statements; therefore, actual results could differ from those estimates. Deferred Transaction Costs Deferred transaction costs consist of expenses incurred in connection with Sonder becoming publicly traded, including legal, accounting, printing, and other related costs. Since Sonder became publicly traded, these deferred costs have been reclassified to stockholders’ equity (deficit) and recorded against the proceeds from the transaction. Recent Accounting Pronouncements Recently Adopted Accounting Pronouncements In February 2016, FASB issued ASU No. 2016-02, Leases (Topic 842), which has subsequently been amended by ASUs 2018-01, 2018-10, 2018-11, 2018-20, 2019-01, 2019-10 and 2020-05. The guidance requires the recognition of right of use (ROU) assets and lease liabilities for substantially all leases under U.S. GAAP. The guidance retains a distinction between finance leases and operating leases, and the classification criteria for distinguishing between finance leases and operating leases are substantially similar to that under previous U.S. GAAP. The expense recognition and cash flow treatment arising from either a finance lease or operating lease by a lessee have not changed significantly from previous U.S. GAAP. For operating leases, a lessee is required to do the following: (i) recognize a right-of-use (ROU) asset and a lease liability, initially measured at the present value of the lease payments, on the condensed consolidated balance sheets; (ii) recognize a single lease cost, calculated so that the cost of the lease is allocated over the lease term, generally on a straight-line basis; and (iii) classify all cash payments within operating activities in the statement of cash flows. ASU 2016-02 is effective for public entities and employee benefit plans that file or furnish financial statements with or to the SEC for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years and is effective for all other entities for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022, except for employee benefit plans that file or furnish financial statements with or to the SEC or not-for-profit entities. Early adoption is allowed. In November 2019, FASB issued amended guidance which defers the effective date for emerging growth companies (EGCs) for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. Sonder implemented ASC 842 as of January 1, 2022. The most significant effects of Topic 842 were the recognition of $1.1 billion in operating lease right-of-use assets, $143.0 million of current operating lease liabilities, $1.1 billion of non-current operating lease liabilities, and a $66.1 million reduction to deferred rent, which was recorded as a reduction the ROU asset measured on adoption date. Sonder applied Topic 842 to all leases as of January 1, 2022, with comparative periods continuing to be reported under Topic 840. As part of the adoption of Topic 842, Sonder carried forward the assessment from Topic 840 of whether our contracts contain or are leases, the classification of leases, and remaining lease terms. See Note 6. Leases for further details. Recently Issued Accounting Pronouncements In June 2016, FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which has subsequently been amended by ASUs 2018-19, 2019-04, 2019-05, 2019-10 and 2019-11. The guidance changes how entities will measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. The guidance replaces the current ‘incurred loss’ model with an ‘expected loss’ approach. This generally will result in the earlier recognition of allowances for losses and requires increased disclosures. ASU 2016-13 is effective for public business entities for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years, and is effective for all other entities for fiscal years beginning after December 15, 2020, and interim periods within fiscal years beginning after December 15, 2021, with early adoption permitted. In November 2019, FASB issued amended guidance which defers the effective date for emerging growth companies (EGCs) for fiscal years beginning after December 15, 2022, and interim periods therein. Sonder is currently evaluating the impact ASU 2016-13 will have on its condensed consolidated financial position, results of operations, and cash flows. In March 2020, FASB issued ASU 2020-04, Reference Rate Reform (Topic 848), which was subsequently amended by ASU 2021-04. The guidance provides optional expedients and exceptions to contract modifications and hedging relationships that reference the London Interbank Offered Rate or another reference rate expected to be discontinued. The standard is effective upon issuance through December 31, 2022 and may be applied at the beginning of the interim period that includes March 12, 2020 or any date thereafter. Sonder does not have any hedging relationships and currently does not have material contracts impacted by reference rate reform; however, Sonder will continue to assess contracts through December 31, 2022.

Stockholders’ Equity (Deficit) - Narrative (Details) $ / shares in Units, $ in Thousands							3 Months Ended		6 Months Ended
	Jan. 01, 2023 shares	Jan. 18, 2022 shares	Jan. 17, 2022	Jan. 14, 2022 USD ($) $ / shares shares	Feb. 18, 2021 $ / shares shares	Nov. 15, 2019 USD ($) shares	Jun. 30, 2022 USD ($) $ / shares shares	Jun. 30, 2021 USD ($)	Jun. 30, 2022 USD ($) $ / shares shares	Jun. 30, 2021 USD ($)	Dec. 31, 2021 USD ($)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense \| $							$ 5,054	$ 2,448	$ 11,734	$ 16,601
Vesting Tranche One
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Price of common stock (in dollars per share) \| $ / shares							$ 13.00		$ 13.00
Vesting Tranche Two
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Price of common stock (in dollars per share) \| $ / shares							15.50		15.50
Vesting Tranche Three
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Price of common stock (in dollars per share) \| $ / shares							18.00		18.00
Vesting tranche four
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Price of common stock (in dollars per share) \| $ / shares							20.50		20.50
Vesting tranche five
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Price of common stock (in dollars per share) \| $ / shares							23.00		23.00
Vesting tranche six
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Price of common stock (in dollars per share) \| $ / shares							$ 25.50		$ 25.50
Chief Executive Officer
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares granted and available for purchase (in shares)					3,061,794	5,613,290
Number of shares issued (in shares)				1,855,938
Purchase price of stock (in dollars per share) \| $ / shares				$ 13.85
Aggregate purchase price \| $				$ 25,700
Chief Executive Officer \| Vesting Tranche One
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Average share value (in dollars per share) \| $ / shares					$ 25.16
Chief Executive Officer \| Vesting Tranche Two
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Average share value (in dollars per share) \| $ / shares					37.74
Chief Executive Officer \| Vesting Tranche Three
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Average share value (in dollars per share) \| $ / shares					$ 44.03
Chief Executive Officer \| Promissory Note
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Amounts due from related party \| $						$ 24,600
Interest rate payable annually						2.00%
Debt maturity						4 years
Related party notes receivable \| $											$ 25,200
Common Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Aggregate number of contingently issuable shares (in shares)		14,500,000
Special Voting Series AA Common Stock \| Legacy Sonder Special Voting Common Stockholders
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Exchange rate				1.4686
Sonder Holdings Inc. 2021 Management Equity Incentive Plan \| Common Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Aggregate number of contingently issuable shares (in shares)		14,500,000
Sonder Holdings Inc. 2021 Equity Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized for issuance (in shares)		31,507,349
Percentage of outstanding common stock authorized for issuance		12.00%
Percentage of shares outstanding as of last day of preceding year									5.00%
Sonder Holdings Inc. 2021 Equity Incentive Plan \| Forecast
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized for issuance (in shares)	32,820,155
Percentage of outstanding common stock authorized for issuance	12.50%
Sonder Holdings Inc. 2021 Equity Incentive Plan \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of additional shares authorized for issuance (in shares)		26,171,806
Stock Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense \| $							$ 3,600	2,400	$ 8,100	5,000
Stock Options \| 2013 Stock Option and Grant Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Contractual term			10 years
Vesting period			4 years
Stock Options \| Sonder Holdings Inc. 2021 Equity Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Contractual term		10 years
Restricted Stock Units (RSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period									4 years
Total stock-based compensation expense \| $							$ 900	0	$ 900	0
Restricted Stock Units (RSUs) \| Sonder Holdings Inc. 2021 Equity Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Contractual term		1 year
Employee Stock \| Sonder Holdings Inc. 2021 Employee Stock Purchase Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized for issuance (in shares)							5,251,225		5,251,225
Percentage of outstanding common stock authorized for issuance									2.00%
Percentage of shares outstanding as of last day of preceding year									1.00%
Percentage of employee compensation eligible for contribution									15.00%
Offering period									27 months
Purchase price of common stock, percentage of fair market value									85.00%
Employee Stock \| Sonder Holdings Inc. 2021 Employee Stock Purchase Plan \| Forecast
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized for issuance (in shares)	6,564,031
Percentage of outstanding common stock authorized for issuance	2.50%
Service-Based Awards \| Chief Executive Officer
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period						72 months
Total stock-based compensation expense \| $							$ 0	0	$ 0	11,600
Number of shares granted and available for purchase (in shares)						2,041,197
Grant date fair value of options \| $						$ 3,200	1,300		1,300
CEO Performance Awards \| Chief Executive Officer
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares granted and available for purchase (in shares)						3,572,093
CEO Performance Awards \| Chief Executive Officer \| Vesting Tranche One
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares granted and available for purchase (in shares)						1,530,897
CEO Performance Awards \| Chief Executive Officer \| Vesting Tranche Two
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares granted and available for purchase (in shares)						1,020,598
CEO Performance Awards \| Chief Executive Officer \| Vesting Tranche Three
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares granted and available for purchase (in shares)						1,020,598
Market Capitalization Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense \| $							500	$ 0	$ 2,700	$ 0
Market Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Contractual term									5 years
Vesting period									4 years
Total stock-based compensation expense \| $							$ 100		$ 100
Shares granted (in shares)							14,499,972		14,499,972
Total grant-date fair value \| $							$ 4,200		$ 4,200

Exchangeable shares and redeemable convertible preferred stock

6 Months Ended

Jun. 30, 2022

Temporary Equity Disclosure [Abstract]

Exchangeable shares and redeemable convertible preferred stock

Exchangeable Shares

Upon the consummation of the Business Combination, each share of Sonder Canada exchangeable common shares (Exchangeable Shares) was exchanged into a new series of the same class of virtually identical Sonder Canada Exchangeable Common Shares (Post-Combination Exchangeable Common Shares) exchangeable for Sonder common stock. At June 30, 2022, Sonder had the following authorized and outstanding Post-Combination Exchangeable Common Shares (in thousands except per share amounts):


	June 30, 2022
	Shares Authorized	Shares Issued and Outstanding	Issuance Price Per Share		Net Carrying Value		Aggregate Liquidation Preference
Post-Combination Exchangeable Common Shares	40,000	28,037	$	1.54	$	43,173	$	43,173

The net carrying value of the exchangeable shares was included in additional paid-in capital in our condensed consolidated balance sheet.

Sonder had the following authorized and outstanding Exchangeable Shares as of December 31, 2021. The figures below are prior to the application of the merger exchange ratio in the Business Combination, which closed on January 18, 2022 (in thousands except per share amounts):


	December 31, 2021
	Shares Authorized	Shares Issued and Outstanding	Issuance Price Per Share		Net Carrying Value		Aggregate Liquidation Preference
Series AA Common	22,518	9,421	$	—	$	—	$	—
Series Seed 1	2,589	2,589	0.53		1,359		1,372
Series Seed 2	1,209	1,209	0.50		606		605
Series Seed 3	704	704	1.09		787		768
Series A	183	183	1.36		250		250
Series B	2,336	2,336	2.40		5,610		5,605
Series C	3,175	3,175	5.04		15,991		16,003
Series D	2,058	1,953	10.50		20,600		20,600
Series E	421	421	10.77		4,530		4,530
Total exchangeable shares	35,193	21,991	—		$	49,733	$	49,733

Upon consummation of the Business Combination, all the Exchangeable Shares were automatically converted into 32,296,539 post-combination exchangeable shares of Sonder common stock for a value of $49.7 million (share figure was 21,991,418 shares prior to the application of the merger exchange ratio in the Business Combination, which closed on January 18, 2022).

Redeemable Convertible Preferred Stock

Sonder had the following authorized and outstanding redeemable convertible preferred stock as of December 31, 2021. The figures below are prior to the application of the merger exchange ratio in the Business Combination, which

closed on January 18, 2022 (in thousands except per share amounts):


	December 31, 2021
	Shares Authorized	Shares Issued and Outstanding	Issuance Price Per Share		Net Carrying Value		Aggregate Liquidation Preference
Series Seed 1	3,703	785	$	0.53	$	269	$	416
Series Seed 1-A	3,703	328	0.53		$	174	$	174
Series Seed 2	1,720	471	0.50		$	222	$	235
Series Seed 2-A	1,720	39	0.50		$	20	$	20
Series Seed 3	704	—	1.09		$	—	$	—
Series Seed 3-A	704	—	1.09		$	—	$	—
Series A	7,023	6,780	1.36		$	9,241	$	9,221
Series A-1	7,023	—	1.36		$	—	$	—
Series B	15,611	13,218	2.40		$	27,105	$	31,723
Series B-1	15,611	—	2.40		$	—	$	—
Series C	19,071	12,144	5.04		$	56,496	$	61,204
Series C-1	19,071	3,514	5.04		$	17,708	$	17,708
Series D	21,603	3,482	10.50		$	35,808	$	36,560
Series D-1	21,603	16,049	10.50		$	168,518	$	168,518
Series E	34,933	18,956	10.77		$	203,189	$	204,159
Total redeemable convertible preferred stock	173,803	75,767	—		$	518,750	$	529,938

Upon the consummation of the Business Combination, all the redeemable convertible preferred stock were automatically converted into 111,271,424 post-combination shares of Sonder common stock for a value of $518.8 million (share figure was 75,757,555 shares prior to the application of the merger exchange ratio in the Business Combination, which closed on January 18, 2022

Leases - Lease Cost and Supplemental Information (Details) - USD ($) $ in Thousands	3 Months Ended	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2022
Lease, Cost [Abstract]
Operating lease cost	$ 65,876	$ 128,823
Short-term lease cost	477	479
Variable lease cost	944	1,587
Total operating lease cost	67,297	130,889
Cash payments for operating leases	56,838	106,603
New operating lease ROU assets obtained in exchange for operating lease liabilities	$ 11,968	$ 126,868

Restructuring Activities (Details) - USD ($) $ in Thousands		3 Months Ended		6 Months Ended
Restructuring Activities (Details) - USD ($) $ in Thousands	Jun. 09, 2022	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Restructuring Cost and Reserve [Line Items]
Pre-tax restructuring costs		$ 4,033	$ 0	$ 4,033	$ 0
Employee Severance
Restructuring Cost and Reserve [Line Items]
Pre-tax restructuring costs		$ 4,000
Employee Severance \| Corporate Employees
Restructuring Cost and Reserve [Line Items]
Percentage of expected number of positions eliminated	21.00%
Employee Severance \| Frontline Employees
Restructuring Cost and Reserve [Line Items]
Percentage of expected number of positions eliminated	7.00%

Restructuring Activities	6 Months Ended
Restructuring Activities	Jun. 30, 2022
Restructuring and Related Activities [Abstract]
Restructuring Activities	Restructuring ActivitiesOn June 9, 2022, the Company announced its Cash Flow Positive Plan, including a restructuring of its operations which resulted in an approximate 21% reduction of existing corporate roles and 7% reduction of existing frontline roles. In the three months ended June 30, 2022, total restructuring and other charges were $4.0 million and are included in Restructuring and other charges in the Condensed Consolidated Statement of Operations and Comprehensive Loss.

Debt (Tables)

6 Months Ended

Jun. 30, 2022

Debt Disclosure [Abstract]

Schedule of Long-term Debt, Net

Long term debt, net consisted of the following (in thousands):


	June 30, 2022		December 31 2021
Principal balance	$	172,372	$	24,477
Less: Delayed Draw Warrants liability	(5,300)		—
Less: unamortized deferred issuance costs	(5,787)		(625)
Long term debt, net	$	161,285	$	23,852

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

+ References

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+ Details

Debt - Narrative (Details)		1 Months Ended			3 Months Ended			6 Months Ended		12 Months Ended
Debt - Narrative (Details)	Dec. 10, 2021 $ / shares shares	Jan. 31, 2022 USD ($) shares	Mar. 31, 2021 USD ($)	Feb. 29, 2020 USD ($)	Jun. 30, 2022 USD ($)	Mar. 31, 2022 USD ($)	Jun. 30, 2021 USD ($)	Jun. 30, 2022 USD ($)	Jun. 30, 2021 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2020 CAD ($)	Dec. 31, 2018 USD ($)
Debt Instrument [Line Items]
Proceeds from delayed draw notes						$ 159,225,000		$ 159,225,000	$ 0
Amount outstanding					$ 161,285,000			161,285,000		$ 23,852,000
Principal balance					172,372,000			172,372,000		24,477,000
Deferred loan issuance costs					5,787,000			5,787,000		625,000
Delayed draw warrant liabilities					5,300,000			5,300,000		0
Non-current portion of long-term debt					161,285,000			161,285,000		10,736,000
Gain on conversion					0		$ 0	29,512,000	0
Issuance of common stock upon exercise of common stock warrants							120,000		120,000
Current portion of long-term debt					0			0		13,116,000
Repayment of debt						$ 24,680,000		24,680,000	6,900,000
Early termination fees								3,065,000	0
Write-off of debt issuance costs								362,000	0
Restricted cash					1,244,000		$ 75,000	1,244,000	$ 75,000	215,000
Delayed Draw Warrants
Debt Instrument [Line Items]
Number outstanding (in shares) \| shares	2,475,000	2,475,000
Exercise price (in dollars per share) \| $ / shares	$ 12.50
Principal balance										24,500,000
Deferred loan issuance costs										600,000
Delayed draw warrant liabilities					5,300,000			5,300,000
Current portion of long-term debt										13,100,000
Non-current portion of long-term debt										10,700,000
Share-Settled Redemption Feature
Debt Instrument [Line Items]
Gain on conversion		$ 29,500,000
Issuance of common stock upon exercise of common stock warrants		159,200,000
Write-off of share-based settlement feature		30,300,000
Write-off of debt discount		10,000,000
Write down of accrued interest expense		1,400,000
Convertible Debt
Debt Instrument [Line Items]
Aggregate principal amount			$ 165,000,000
Proceeds from convertible notes, net of issuance costs			162,400,000
Issuance costs			$ 2,600,000
Delayed Draw Notes
Debt Instrument [Line Items]
Debt maturity	5 years
Initial term of debt attributable to payment in kind	2 years
Interest rate payable annually	9.00%
Proceeds from delayed draw notes		$ 165,000,000
Amount outstanding					161,300,000			161,300,000
Principal balance					172,400,000			172,400,000
Principal amount excluding payment-in-kind interest					165,000,000			165,000,000
Payment-in-kind interest included in unpaid principal					7,400,000			7,400,000
Deferred loan issuance costs					5,800,000			5,800,000
Delayed Draw Notes \| Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate
Debt Instrument [Line Items]
Variable interest rate	0.26%
Variable interest rate floor	1.00%
Convertible Promissory Note
Debt Instrument [Line Items]
Number of shares issued (in shares) \| shares		19,017,105
Value of common stock upon conversion		$ 159,200,000
2018 Loan and Security Agreement
Debt Instrument [Line Items]
Amount outstanding										10,700,000
Principal balance										11,300,000
Deferred loan issuance costs										600,000
Current portion of long-term debt										13,100,000
2018 Loan and Security Agreement \| Secured Debt
Debt Instrument [Line Items]
Aggregate principal amount												$ 50,000,000
Write down of accrued interest expense		200,000
Unused commitments										25,000,000
Interest expense										$ 4,900,000
Repayment of debt		24,500,000
Debt extinguishment costs		2,500,000
Early termination fees		600,000
Write-off of debt issuance costs		$ 400,000
2020 Credit Facility \| Revolving Credit Facility
Debt Instrument [Line Items]
Maximum borrowing capacity				$ 50,000,000
Letter of credit fee percentage				1.50%
Non-use fee percentage				0.25%
Additional liquidity covenant amount					25,000,000			$ 25,000,000
Cash collateral percentage				105.00%
Potential increase in interest rate								2.00%
2020 Credit Facility \| Revolving Credit Facility \| Eurodollar
Debt Instrument [Line Items]
Variable interest rate				2.00%
2020 Credit Facility \| Revolving Credit Facility \| Base Rate
Debt Instrument [Line Items]
Variable interest rate				2.00%
2020 Credit Facility \| Letter of Credit
Debt Instrument [Line Items]
Amount outstanding under line of credit					$ 32,000,000			$ 32,000,000
2020 Québec Credit Facility \| Revolving Credit Facility
Debt Instrument [Line Items]
Debt maturity											10 years
Interest rate payable annually											6.00%
Maximum borrowing capacity											$ 25,000,000
Conditional-Refund Financial Contribution Facility \| Revolving Credit Facility
Debt Instrument [Line Items]
Debt maturity											10 years
Interest rate payable annually											6.00%
Maximum borrowing capacity											$ 5,000,000

Description of Business	6 Months Ended
Description of Business	Jun. 30, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of Business	Description of Business Company and Background Sonder Holdings Inc. is headquartered in San Francisco, California, and together with its wholly owned subsidiaries (collectively Sonder), provides short and long-term accommodations to travelers in various cities across North America, Europe and the Middle East. The Sonder units in each apartment style building and each hotel property are selected, designed and managed directly by Sonder. As used herein, “Sonder,” “we,” “our,” the “Company” and similar terms include Sonder and its subsidiaries, unless the context indicates otherwise. On January 18, 2022, Sonder consummated the previously announced business combination by and among Gores Metropoulos II, Inc. (GMII), Sunshine Merger Sub I, Inc. (First Merger Sub), a direct, wholly-owned subsidiary of Second Merger Sub (as defined below), Sunshine Merger Sub II, LLC, a direct, wholly-owned subsidiary of GMII (Second Merger Sub), and Sonder Operating Inc., a Delaware corporation formerly known as Sonder Holdings Inc. (Legacy Sonder) (the “Business Combination”). Refer to Note 16. Business Combinations for details of the transaction.

Subsequent Events	6 Months Ended
Subsequent Events	Jun. 30, 2022
Subsequent Events [Abstract]
Subsequent Events	Subsequent Events On August 10, 2022, the Company announced its intention to implement, subject to the final approval of the Company’s Board of Directors, an option exchange program in which eligible employees may exchange certain outstanding options, whether vested or unvested (collectively the “Eligible Awards”), for new options on a one-for-one basis with a per share exercise price equal to fair market value of the Company’s common stock at the conclusion of the tender offer. The criteria for eligible participants and other terms of the option exchange program are still being finalized and are subject to approval by the Company’s Board of Directors. If approved, details will be announced in a tender offer statement on Schedule TO in connection with the commencement of the option exchange program. The option exchange program has not yet commenced and will only be made pursuant to the terms and conditions set forth in the tender offer statement on Schedule TO, including the offer to exchange, and other related materials to be filed with the SEC and sent to eligible participants.

Leases (Tables)

6 Months Ended

Jun. 30, 2022

Leases [Abstract]

Schedule of Lease Cost and Supplemental Information

Components of operating lease expense were as follows (in thousands):


	Three Months Ended		Six Months Ended
	June 30, 2022
Operating lease cost	$	65,876	$	128,823
Short-term lease cost	477		479
Variable lease cost	944		1,587
Total operating lease cost	$	67,297	$	130,889

Supplemental information related to operating leases was as follows (in thousands):


	Three Months Ended		Six Months Ended
	June 30, 2022
Cash payments for operating leases	$	56,838	$	106,603
New operating lease ROU assets obtained in exchange for operating lease liabilities	$	11,968	$	126,868

Schedule of Future Minimum Lease Payments after Adoption

As of June 30, 2022, remaining maturities of operating lease obligations are as follows (in thousands):


As of June 30, 2022	Amount
remaining six months of 2022	$	126,755
2023	254,295
2024	241,299
2025	225,470
2026	197,944
2027	159,325
Thereafter	471,024
Gross lease payments	1,676,112
Less imputed interest	485,743
Total operating lease obligations, net 1	$	1,190,369
1 Total operating lease obligations, net excludes $12 million of FF&E allowances for leases that have not yet commenced. As such, total operating lease obligations, net per the above table does not agree to the condensed consolidated balance sheet.

Schedule of Future Minimum Lease Payments before Adoption

As of December 31, 2021, prior to the adoption of Topic 842, future minimum payments lease payments under non-cancelable operating leases were as follows (in millions):


As of December 31, 2021	Amount
2022	$	279,093
2023	366,299
2024	418,156
2025	433,541
2026	403,582
Thereafter	1,641,237
Total minimum future lease payments	$	3,541,908

Stockholders’ Equity (Deficit) (Tables)

6 Months Ended

Jun. 30, 2022

Share-Based Payment Arrangement [Abstract]

Schedule of Stock-Based Compensation

Total stock-based compensation expense is as follows (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Operations and support	$	1,042	$	534	$	1,972	$	940
General and administrative	3,091		1,628		8,020		15,119
Research and development	844		286		1,586		541
Sales and marketing	77		—		156		1
Total stock-based compensation expense	$	5,054	$	2,448	$	11,734	$	16,601

Schedule of Key Assumptions used to Determine Fair Value of Stock Options

The following table summarizes the key assumptions used to determine the fair value of Sonder’s stock options granted to employees, non-employees, officers, and directors:


	Three Months Ended June 30,		Six Months ended June 30,
	2022		2022		2021
Expected term (in years)	4.15		4.09 - 4.15		3.99
Expected volatility	55	%	54.7%-55.4%		64	%
Dividend yield	—	%	—	%	—	%
Risk-free interest Rate	2.84	%	1.79%-2.84%		0.41	%
Weighted-average grant-date fair value per share	$0.97		0.97 - 2.13		$4.54

There were no options granted in the three months ended June 30, 2021.

Summary of Significant Accounting Policies (Details) $ in Thousands	Jun. 30, 2022 USD ($) entity	Jan. 01, 2022 USD ($)	Dec. 31, 2021 USD ($)
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Number of variable interest entities \| entity	1
Operating lease right-of-use assets	$ 1,109,208
Current operating lease liabilities	152,064
Non-current operating lease liabilities	1,050,285		$ 0
Decrease in deferred rent including tenant improvement allowances	$ 0		$ (66,132)
Cumulative Effect Adjustment
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Operating lease right-of-use assets		$ 1,100,000
Current operating lease liabilities		143,000
Non-current operating lease liabilities		1,100,000
Decrease in deferred rent including tenant improvement allowances		$ 66,100

Summary of Significant Accounting Policies (Policies)	6 Months Ended
Summary of Significant Accounting Policies (Policies)	Jun. 30, 2022
Accounting Policies [Abstract]
Basis of Presentation	The accompanying condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP, U.S. GAAP, or generally accepted accounting principles). The condensed consolidated financial statements include the accounts of Sonder Holdings Inc., its wholly owned subsidiaries, and one variable interest entity (VIE) for which it is the primary beneficiary in accordance with consolidation accounting guidance. All intercompany balances and transactions have been eliminated in consolidation. In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments, including normal recurring adjustments, necessary to present fairly Sonder’s financial position as of June 30, 2022, its results of operations and comprehensive loss mezzanine equity and stockholders’ equity (deficit), and cash flows for the six months ended June 30, 2022 and 2021. Sonder’s condensed consolidated results of operations and comprehensive loss, mezzanine equity and stockholders’ equity (deficit), and cash flows for the six months ended June 30, 2022 are not necessarily indicative of the results to be expected for the full year.
Principles of Consolidation	Sonder consolidates its VIE in which it holds a controlling financial interest and is therefore deemed the primary beneficiary. Sonder will be deemed to hold a controlling financial interest when it (1) has the power to direct the activities that most significantly impact the economic performance of this VIE and (2) has the obligation to absorb losses or the right to receive benefits that in either case could potentially be significant to this VIE. Periodically, Sonder reevaluates its ownership, contractual and other interests in entities to determine whether any changes in its interest or relationship with an entity impacts the determination of whether it is still the primary beneficiary of such entity. As of June 30, 2022 and December 31, 2021, Sonder’s consolidated VIE was not material to the condensed consolidated financial statements.
Use of Estimates	The preparation of condensed consolidated financial statements in accordance with U.S. GAAP requires 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 condensed consolidated financial statements, and the reported amounts of revenue and expense during the reporting periods. Such management estimates include revenue recognition, bad debt allowance, the fair value of share-based awards, valuation of common stock, estimated useful life of software development costs, valuation of intellectual property and intangible assets, contingent liabilities, and valuation allowance for deferred tax assets, among others. These estimates are based on information available as of the date of the condensed consolidated financial statements; therefore, actual results could differ from those estimates.
Deferred Transaction Costs	Deferred transaction costs consist of expenses incurred in connection with Sonder becoming publicly traded, including legal, accounting, printing, and other related costs. Since Sonder became publicly traded, these deferred costs have been reclassified to stockholders’ equity (deficit) and recorded against the proceeds from the transaction.
Recent Accounting Pronouncements	Recently Adopted Accounting Pronouncements In February 2016, FASB issued ASU No. 2016-02, Leases (Topic 842), which has subsequently been amended by ASUs 2018-01, 2018-10, 2018-11, 2018-20, 2019-01, 2019-10 and 2020-05. The guidance requires the recognition of right of use (ROU) assets and lease liabilities for substantially all leases under U.S. GAAP. The guidance retains a distinction between finance leases and operating leases, and the classification criteria for distinguishing between finance leases and operating leases are substantially similar to that under previous U.S. GAAP. The expense recognition and cash flow treatment arising from either a finance lease or operating lease by a lessee have not changed significantly from previous U.S. GAAP. For operating leases, a lessee is required to do the following: (i) recognize a right-of-use (ROU) asset and a lease liability, initially measured at the present value of the lease payments, on the condensed consolidated balance sheets; (ii) recognize a single lease cost, calculated so that the cost of the lease is allocated over the lease term, generally on a straight-line basis; and (iii) classify all cash payments within operating activities in the statement of cash flows. ASU 2016-02 is effective for public entities and employee benefit plans that file or furnish financial statements with or to the SEC for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years and is effective for all other entities for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022, except for employee benefit plans that file or furnish financial statements with or to the SEC or not-for-profit entities. Early adoption is allowed. In November 2019, FASB issued amended guidance which defers the effective date for emerging growth companies (EGCs) for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. Sonder implemented ASC 842 as of January 1, 2022. The most significant effects of Topic 842 were the recognition of $1.1 billion in operating lease right-of-use assets, $143.0 million of current operating lease liabilities, $1.1 billion of non-current operating lease liabilities, and a $66.1 million reduction to deferred rent, which was recorded as a reduction the ROU asset measured on adoption date. Sonder applied Topic 842 to all leases as of January 1, 2022, with comparative periods continuing to be reported under Topic 840. As part of the adoption of Topic 842, Sonder carried forward the assessment from Topic 840 of whether our contracts contain or are leases, the classification of leases, and remaining lease terms. See Note 6. Leases for further details. Recently Issued Accounting Pronouncements In June 2016, FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which has subsequently been amended by ASUs 2018-19, 2019-04, 2019-05, 2019-10 and 2019-11. The guidance changes how entities will measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. The guidance replaces the current ‘incurred loss’ model with an ‘expected loss’ approach. This generally will result in the earlier recognition of allowances for losses and requires increased disclosures. ASU 2016-13 is effective for public business entities for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years, and is effective for all other entities for fiscal years beginning after December 15, 2020, and interim periods within fiscal years beginning after December 15, 2021, with early adoption permitted. In November 2019, FASB issued amended guidance which defers the effective date for emerging growth companies (EGCs) for fiscal years beginning after December 15, 2022, and interim periods therein. Sonder is currently evaluating the impact ASU 2016-13 will have on its condensed consolidated financial position, results of operations, and cash flows. In March 2020, FASB issued ASU 2020-04, Reference Rate Reform (Topic 848), which was subsequently amended by ASU 2021-04. The guidance provides optional expedients and exceptions to contract modifications and hedging relationships that reference the London Interbank Offered Rate or another reference rate expected to be discontinued. The standard is effective upon issuance through December 31, 2022 and may be applied at the beginning of the interim period that includes March 12, 2020 or any date thereafter. Sonder does not have any hedging relationships and currently does not have material contracts impacted by reference rate reform; however, Sonder will continue to assess contracts through December 31, 2022.

Business Combination

6 Months Ended

Jun. 30, 2022

Business Combination and Asset Acquisition [Abstract]

Business Combination

On January 18, 2022, Sonder consummated the previously announced Business Combination pursuant to the Agreement and Plan of Merger, dated as of April 29, 2021 (as amended by the Amendment No. 1 to the Agreement and Plan of Merger, dated as of October 27, 2021 (Amendment No. 1)), by and among GMII, Sunshine Merger Sub I, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Second Merger Sub, Sunshine Merger Sub II, LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of GMII, and Legacy Sonder.

Pursuant to the Merger Agreement, (i) First Merger Sub merged with and into Legacy Sonder, with Legacy Sonder continuing as the surviving corporation (First Merger), and (ii) immediately following the First Merger and as part of the same overall transaction as the First Merger, Legacy Sonder merged with and into Second Merger Sub, with Second Merger Sub continuing as the surviving entity (the Second Merger and, together with the First Merger, the Mergers) and, together with the other transactions contemplated by the Merger Agreement. As a result of the First Merger, Second Merger Sub owned 100% of the outstanding capital stock of Legacy Sonder as the surviving corporation of the First Merger and each share of capital stock of Legacy Sonder was cancelled and converted into the right to receive the merger consideration in accordance with the terms of the Merger Agreement. As a result of the Second Merger, GMII (which was renamed Sonder Holdings Inc.) following the Business Combination owns 100% of the outstanding interests in the surviving entity of the Second Merger (Surviving Entity).

The aggregate merger consideration (excluding any Earn Out shares) paid to securityholders of Legacy Sonder as of immediately prior to the effective time of the First Merger (the Legacy Sonder Securityholders) in connection with the Business Combination was approximately 190,160,300 shares of GMII’s common stock (the Common Stock, which term (a) with reference to GMII prior to the Business Combination and the effectiveness of the Amended and Restated Certificate of Incorporation (Amended and Restated Certificate of Incorporation), means the Class A Stock and the Class F Stock, and (b) with reference to Sonder from and after the effectiveness of the Amended and Restated Certificate of Incorporation and the conversion of the Class F Stock in accordance with the Amended and Restated Certificate of Incorporation, means the common stock, par value $0.0001 per share, of Sonder). Certain of these shares of Common Stock were reserved for issuance upon (a) the exercise of Rollover Options (as defined below) and (b) the exchange of the Post-Combination Exchangeable Common Shares (as defined below) corresponding to shares of Post-Combination Company Special Voting Common Stock (as defined below) issued in the Business Combination.

Pursuant to the Merger Agreement:

•holders of existing shares of Common Stock of Legacy Sonder, par value $0.000001 per share (Legacy Sonder Common Stock) (following the conversion of each issued and outstanding share of Legacy Sonder’s preferred stock and the convertible promissory notes issued by Legacy Sonder to certain purchasers pursuant to the Note Purchase Agreement, dated March 12, 2021, as amended, into shares of Legacy Sonder Common Stock prior to the effective time of the First Merger), received approximately 140,544,052 shares of the Company’s Common Stock, pursuant to the exchange ratio of 1.4686 shares for each share of Legacy Sonder Common Stock held;

•holders of existing shares of Special Voting Series AA Common Stock, par value $0.000001 per share (Legacy Sonder Special Voting Common Stock), received approximately 32,296,539 shares of the newly created Post-Combination Special Voting Common Stock, par value $0.0001 per share (Post-Combination Special Voting Common Stock), pursuant to the exchange ratio of 1.4686 shares for each share of Legacy Sonder Special Voting Common Stock held;

•holders of Series AA Common Exchangeable Preferred Shares (Legacy Sonder Canada Exchangeable Common Shares) of Sonder Canada Inc., a corporation existing under the laws of the province of Québec (Legacy Sonder Canada) received a new series of the same class of virtually identical Legacy Sonder Canada

Exchangeable Common Shares (Post-Combination Exchangeable Common Shares) whose terms provide (a) for a deferral of any mandatory exchange caused by the Business Combination for a period of at least 12 months from the closing date of the Business Combination, and (b) that such Post-Combination Exchangeable Common Shares shall be exchangeable for Common Stock upon the completion of the Business Combination; and

•holders of options to purchase Legacy Sonder Common Stock (Legacy Sonder Stock Options) received options to acquire approximately 30,535,549 shares of Company’s Common Stock (Rollover Options), pursuant to the Option Exchange Ratio of 1.5444 shares for each share of Legacy Sonder Stock Options held.

As a result of the above, the share figures as of December 31, 2021 in the condensed consolidated statement of mezzanine equity and stockholders’ equity (deficit) for the three months ended March 31, 2022 have been adjusted for the application of the exchange ratio of 1.4686 per share.

In addition, all options were adjusted for the Option Exchange Ratio of 1.5444 shares for each share of Legacy Sonder Stock Options held.

Following the closing of the Business Combination, the Company owned all of the issued and outstanding equity interests in Legacy Sonder and its subsidiaries, and the Legacy Sonder Securityholders held approximately 79.7% of the Company. Following the closing of the Business Combination, the Company’s Common Stock and the Company’s Public Warrants began trading on the Nasdaq Global Select Market under the symbols “SOND” and “SONDW,” respectively.

In addition to the consideration paid at the closing of the Business Combination, holders of Legacy Sonder Common Stock, Legacy Sonder Canada Exchangeable Common Shares and warrants of Legacy Sonder immediately prior to the effective time of the Business Combination may receive their pro rata share of up to an aggregate of 14,500,000 additional shares of Common Stock as consideration as a result of the Common Stock achieving certain benchmark share prices as contemplated by the Merger Agreement.

The Business Combination was accounted for as a reverse recapitalization. Under this method of accounting, GMII was treated as the acquired company for financial statement reporting purposes. The most significant change in Sonder’s reported financial position and results is an increase in cash (as compared to Sonder’s consolidated balance sheet at December 31, 2021) of approximately $401.9 million, net of the pay down of $24.7 million outstanding principal of the 2020 Promissory Notes, as well as non-recurring transaction costs of $58.6 million. The $401.9 million includes $159.2 million of delayed draw notes, net of issuance costs

The Business Combination was viewed as an acquisition of control of Legacy Sonder’s stock for tax purposes. As a result, the foreign capital loss carryforwards available to Legacy Sonder as of December 31, 2021 expired, and Sonder is no longer eligible to utilize these foreign capital loss carryforwards in future periods.

The Company estimated the fair value of the option awards granted to the CEO, including the CEO Performance Awards that were modified in the three months ended March 31, 2021, using a Monte Carlo simulation. The fair value of the option awards was $5.5 million, which is to be recognized over the requisite service periods.

Closing of PIPE Investments

Pursuant to subscription agreements entered into in connection with the Merger Agreement (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 (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 $8.89 per share, or an aggregate of approximately $102.3 million (New PIPE Investment). In addition, concurrently with the execution of Amendment No. 1, GMII entered into a subscription agreement with the Sponsor whereby the Sponsor separately agreed to purchase 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 (Additional Sponsor PIPE Commitment and, together with the Existing PIPE Investment and the New PIPE Investment, the PIPE Investment). At the closing of the Business Combination, the Company consummated the PIPE Investment.

The following table reconciles the elements of the Business Combination to the condensed consolidated statement of cash flows and the consolidated statement of stockholders’ equity (deficit) for the three months ended March 31, 2022 (in thousands):


Cash - PIPE Financing	$	309,398
Cash - GMII trust and cash, net of redemptions	16,530
Less: transaction costs and advisory fees	(58,555)
Net proceeds from Business Combination and PIPE	$	267,373
Proceeds from Delayed Draw Notes, net of issuance costs of $5,775	159,225
Repayment of debt	(24,680)
Net proceeds from Business Combination, PIPE, and Delayed Draw Notes	$	401,918

Fair value measurement and financial instruments - Schedule of Financial Liabilities Measured on Recurring Basis (Details) - Fair Value, Recurring - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Other non-current liabilities:
Total financial liabilities measured and recorded at fair value	$ 2,030
Recapitalization Earn Out Shares
Other non-current liabilities:
Other non-current liabilities	1,595
Public Warrants
Other non-current liabilities:
Other non-current liabilities	270
Private Placement Warrant
Other non-current liabilities:
Other non-current liabilities	165
Level 2
Other non-current liabilities:
Total financial liabilities measured and recorded at fair value	1,595
Level 2 \| Recapitalization Earn Out Shares
Other non-current liabilities:
Other non-current liabilities	1,595
Level 3
Other non-current liabilities:
Total financial liabilities measured and recorded at fair value	435	$ 33,610
Level 3 \| Public Warrants
Other non-current liabilities:
Other non-current liabilities	270
Level 3 \| Private Placement Warrant
Other non-current liabilities:
Other non-current liabilities	$ 165
Level 3 \| Preferred stock warrant liabilities
Other non-current liabilities:
Other non-current liabilities		3,288
Level 3 \| Share-settled redemption feature
Other non-current liabilities:
Other non-current liabilities		$ 30,322

Revenue - Narrative (Details) - Net Accounts Receivable - Customer Concentration Risk	6 Months Ended	12 Months Ended
	Jun. 30, 2022	Dec. 31, 2021
Third-Party Online Travel Agency One
Product Information [Line Items]
Concentration percentage	34.00%	29.00%
Third-Party Online Travel Agency Two
Product Information [Line Items]
Concentration percentage	18.00%
Third-Party Online Travel Agency Three
Product Information [Line Items]
Concentration percentage	12.00%

Leases - Schedule of Future Minimum Lease Payments before Adoption (Details) $ in Thousands	Dec. 31, 2021 USD ($)
Operating Leases
2022	$ 279,093
2023	366,299
2024	418,156
2025	433,541
2026	403,582
Thereafter	1,641,237
Total minimum future lease payments	$ 3,541,908

Common Stock (Tables)

6 Months Ended

Jun. 30, 2022

Equity [Abstract]

Schedule of Shares of Common Stock Reserved for Future Issuance

As of June 30, 2022, Sonder has reserved the following shares of common stock for future issuance:


			June 30, 2022
Conversion of exchangeable shares			40,000,000
Outstanding stock options			29,235,358
Outstanding restricted stock units (RSUs)			9,889,782
Outstanding market stock units (MSUs)			14,499,972
Outstanding warrants liability			14,499,966
Shares issuable pursuant to Earn Out liability			14,500,000
Outstanding Delayed Draw Note warrants liability			2,475,000
Shares available for grant under the ESPP			6,564,031
Shares available for grant under the 2021 Equity Incentive Plan			19,515,277
Total common stock reserved for future issuance			151,179,386

As of December 31, 2021, Sonder reserved the following shares of common stock for future issuance:


						December 31, 2021
Conversion of preferred stock and exchangeable shares(1)						208,995,747
Outstanding stock options						19,865,244
Options available for grant under the 2019 Equity Incentive Plan						1,859,784
Total common stock reserved for future issuance						230,720,775

____________

(1)Includes the warrants reclassified to equity as of December 31, 2021 and those issued in connection with the 2018 Loan and Security Agreement and related amendment as of December 31, 2021.

Leases - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
Leases - Narrative (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Jan. 01, 2022	Dec. 31, 2021
Operating Leased Assets [Line Items]
Operating lease right-of-use assets	$ 1,109,208		$ 1,109,208
Operating lease liability	1,190,369		1,190,369
Decrease in other liabilities	$ (2,033)		$ (2,033)			$ (3,906)
Weighted average remaining lease term	7 years 4 months 24 days		7 years 4 months 24 days
Weighted average discount rate	9.40%		9.40%
Future lease payments for leases not yet commenced	$ 1,900,000		$ 1,900,000
Rent expense for operating leases	65,800	$ 40,700	$ 130,900	$ 78,600
Minimum
Operating Leased Assets [Line Items]
Lease term for leases not yet commenced			1 year
Maximum
Operating Leased Assets [Line Items]
Lease term for leases not yet commenced			17 years
Cumulative Effect Adjustment
Operating Leased Assets [Line Items]
Operating lease right-of-use assets					$ 1,100,000
Operating lease liability					$ 1,200,000
Reclassification of prepaid expenses						200
Decrease in other liabilities						$ 31,800
Cost of Revenue
Operating Leased Assets [Line Items]
Rent expense for operating leases	64,500	38,300	$ 128,100	74,200
Operations and Support
Operating Leased Assets [Line Items]
Rent expense for operating leases	200	1,800	900	2,700
General and Administrative
Operating Leased Assets [Line Items]
Rent expense for operating leases	$ 1,100	$ 600	$ 1,900	$ 1,700

Stockholders’ Equity (Deficit) - Schedule of Fair Value Inputs for Options (Details) - Stock Options - $ / shares	3 Months Ended	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2022	Jun. 30, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term (in years)	4 years 1 month 24 days		3 years 11 months 26 days
Expected volatility, minimum		54.70%
Expected volatility, maximum		55.40%
Expected volatility	55.00%		64.00%
Dividend yield	0.00%	0.00%	0.00%
Risk-free interest Rate	2.84%		0.41%
Risk-free interest rate, minimum		1.79%
Risk-free interest rate, maximum		2.84%
Weighted-average grant-date fair value per share (in dollars per share)	$ 0.97		$ 4.54
Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term (in years)		4 years 1 month 2 days
Weighted-average grant-date fair value per share (in dollars per share)		$ 0.97
Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term (in years)		4 years 1 month 24 days
Weighted-average grant-date fair value per share (in dollars per share)		$ 2.13

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
Cash flows from operating activities
Net loss	$ (21,383)	$ (152,490)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	11,626	8,332
Share-based compensation	11,734	16,601
Bad debt expense	191	88
Write-off of capital assets	373	658
Amortization of operating lease right-of-use assets	70,228
Write-off of debt issuance costs	362	0
Straight-line rent	0	6,199
Unrealized loss on foreign currency transactions	6,458	2,921
Amortization of debt issuance costs	9,040	1,012
Amortization of debt discounts	(2,640)	11,977
Change in fair value of share-settled redemption feature and gain on conversion of Convertible Notes	(29,512)	0
Change in fair value of derivative instruments	0	(4,100)
Change in fair value of warrants	0	1,286
Change in fair value of SPAC Warrants	(37,634)	0
Change in fair value of Earn Out liability	(96,522)	0
Other adjustments to net loss	249	0
Changes in operating assets and liabilities:
Accounts receivable	(2,941)	(164)
Prepaid rent	598	(852)
Prepaid expenses	(4,877)	(945)
Other current assets	(2,948)	(701)
Other non-current assets	6,265	(6,988)
Accounts payable	(22,382)	(856)
Accrued liabilities	11,148	6,801
Sales tax payable	4,251	1,982
Deferred revenue	19,089	12,722
Operating lease assets and operating lease liabilities, net	(24,862)
Other current liabilities	1,212	13
Other non-current liabilities	1,262	251
Net cash used in operating activities	(91,615)	(96,253)
Cash flows from investing activities
Purchase of property and equipment	(16,145)	(4,476)
Capitalization of internal-use software	(2,236)	(2,424)
Net cash used in investing activities	(18,381)	(6,900)
Cash flows from financing activities
Proceeds from Delayed Draw Notes, net of issuance costs of $5,775	159,225	0
Repayment of debt	(24,680)	(6,900)
Debt extinguishment costs	(3,065)	0
Proceeds from Business Combination and PIPE offering	325,928	162,366
Issuance costs of common stock	(58,555)	0
Proceeds from exercise of stock options	1,447	2,123
Proceeds from exercise of common stock warrants	0	120
Issuance of redeemable convertible preferred stock	0	1,020
Net cash provided by financing activities	400,300	158,729
Effects of foreign exchange on cash	499	(258)
Net change in cash and restricted cash	290,803	55,318
Cash and restricted cash at the beginning of period	69,941	123,108
Cash and restricted cash at end of period	360,744	178,426
Supplemental disclosures of cash flow information:
Cash paid for income taxes during the period	480	163
Cash paid for interest during the year	2,044	1,761
Non-cash disclosure of investing and financing activities:
Accrued purchases of property and equipment	469	227
Conversion of Convertible Notes	159,172	0
Conversion of Legacy Sonder Warrants	1,243	0
Reclassification of liability-classified Legacy Sonder Warrants to equity	2,111	0
Recognition of Earn Out liability	(98,117)	0
Issuance of Delayed Draw Warrants	5,598	0
Reconciliation of cash and restricted cash:
Cash	359,500	178,351
Restricted cash	1,244	75
Total cash and restricted cash	$ 360,744	$ 178,426

Exchangeable shares and redeemable convertible preferred stock - Schedule of Post-Combination Exchangeable Common Shares (Details) - USD ($) $ / shares in Units, $ in Thousands		3 Months Ended	6 Months Ended
	Jan. 18, 2022	Jun. 30, 2021	Jun. 30, 2021	Jun. 30, 2022	Mar. 31, 2022	Jan. 17, 2022	Dec. 31, 2021
Class of Stock [Line Items]
Issuance of common stock upon exercise of common stock warrants		$ 120	$ 120
Post-Combination Exchangeable Common Shares
Class of Stock [Line Items]
Shares authorized (in shares)				40,000,000
Shares outstanding (in shares)				28,037,196
Issuance price per share (in dollars per share)				$ 1.54
Net carrying value				$ 43,173
Aggregate liquidation preference				$ 43,173
Post-Combination Exchangeable Common Shares \| Common Stock
Class of Stock [Line Items]
Shares outstanding (in shares)				28,037,196	32,296,539
Shares issued upon conversion (in shares)	32,296,539
Issuance of common stock upon exercise of common stock warrants	$ 49,700
Exchangeable AA Common
Class of Stock [Line Items]
Shares authorized (in shares)							22,518,000
Shares outstanding (in shares)							9,421,000
Exchangeable Shares \| Common Stock
Class of Stock [Line Items]
Shares outstanding (in shares)						21,991,418

Income Taxes	6 Months Ended
Income Taxes	Jun. 30, 2022
Income Tax Disclosure [Abstract]
Income Taxes	Income TaxesProvision for income taxes for the three and six months ended June 30, 2022 was $117 thousand and $148 thousand, respectively, and the effective tax rates were 0.3% and 0.7%, respectively. Provision for income taxes for the three and six months ended June 30, 2021 was $70 thousand and $93 thousand, respectively, and the effective tax rates for these periods were 0.1%. The difference between Sonder’s effective tax rate and the U.S. statutory rate of 21% was primarily due to a full valuation allowance related to Sonder’s net deferred tax assets.

- 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 https://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 https://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 https://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 https://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 https://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 https://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 https://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 https://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 https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

Stockholders’ Equity (Deficit)

6 Months Ended

Jun. 30, 2022

Share-Based Payment Arrangement [Abstract]

Stockholders’ Equity (Deficit)

Equity Incentive Plans

2013 and 2019 Equity Incentive Plans

Prior to the closing of the Business Combination, Legacy Sonder maintained a stock based compensation plan. Legacy Sonder’s 2013 and 2019 Equity Incentive Plans (Legacy Equity Incentive Plans) provided for the grant of stock-based awards to purchase or directly issue shares of common stock to employees, directors and consultants. Options were granted at a price per share equal to the fair value of the underlying common stock at the date of grant. Stock options generally have a 10-year contractual term and vest over a four-year period starting from the date specified in each agreement.

Each Legacy Sonder option from the Legacy Equity Incentive Plans that was outstanding immediately prior to the closing of the Business Combination, whether vested or unvested, was converted into an option to acquire a number of shares of common stock (Exchanged Options) equal to the product (rounded down to the nearest whole number) of (i) the number of shares of Legacy Sonder common stock subject to such Legacy Sonder option immediately prior to the closing of the Business Combination and (ii) the exchange ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (A) the exercise price per share of such Legacy Sonder option immediately prior to the closing of the Business Combination, divided by (B) the exchange ratio. Except as specifically provided in the Merger Agreement, following the Business Combination, each Exchanged Option will continue to be governed by the same terms and conditions (including vesting and exercisability terms) as were applicable to the corresponding former Legacy Sonder

option immediately prior to the consummation of the Business Combination. All stock option activity was retroactively restated to reflect the Exchanged Options.

Sonder Holdings Inc. 2021 Management Equity Incentive Plan

In connection with the Business Combination, Sonder’s board of directors approved the 2021 management equity incentive plan (2021 Management Equity Incentive Plan). Employees (including directors and officers) and consultants who receive awards under the 2021 Management Equity Incentive Plan may receive their pro rata share of awards covering up to an aggregate of 14,500,000 additional shares of common stock that will vest upon the common stock achieving certain benchmark share prices as contemplated by the Merger Agreement (each achievement of such a benchmark, a Triggering Event). If no Triggering Event occurs within the period specified in the Merger Agreement, the unvested awards will not be issued.

Sonder Holdings Inc. 2021 Equity Incentive Plan

In connection with the Business Combination, GMII’s stockholders approved the 2021 equity incentive plan (2021 Equity Incentive Plan). The 2021 Equity Incentive Plan became effective upon the consummation of the Business Combination and succeeds Sonder’s Legacy Equity Incentive Plans. Under the 2021 Equity Incentive Plan, Sonder may grant options, stock appreciation rights, restricted stock, restricted stock units (RSUs), and performance awards to employees, directors and consultants. Options are granted at a price per share equal to the fair value of the underlying common stock at the date of grant. Options granted are exercisable over a maximum term of 10 years from the date of grant. RSUs typically have a cliff vesting period of one year and continue to vest quarterly thereafter. The 2021 Equity Incentive Plan permits Sonder to deliver up to (a) a number equal to the lesser of (i) 31,507,349 shares or (ii) 12% of the total number of shares outstanding immediately following the Business Combination (including the number of shares of common stock reserved for issuance upon the exchange of Canadian Exchangeable Shares (as defined in the Merger Agreement) issued in the Sonder Canada Share Capital Reorganization (as defined in the Merger Agreement) corresponding to shares of company special voting stock to be issued immediately following the consummation of the Business Combination, plus (b) any shares subject to stock options or other awards that are assumed in the Business Combination and that, on or after the effective date, expire or otherwise terminate without having been exercised in full, are tendered to or withheld by Sonder for payment of an exercise price or for tax withholding obligations, or are forfeited to or repurchased by Sonder due to failure to vest, with the maximum number of shares to be added to the 2021 Equity Incentive Plan under this clause (ii) equal to 26,171,806 shares.

The total number of shares that may be issued under the 2021 Equity Incentive Plan will automatically increase on the first trading day of each calendar year, beginning with calendar year 2022, by a number of shares equal to the least of:

(a) 32,820,155 shares;

(b) 12.5% of the total number of shares outstanding as of immediately following the consummation of the Business Combination (including the number of shares of common stock reserved for issuance upon the exchange of Canadian Exchangeable Shares (as defined in the Merger Agreement) issued in the Sonder Canada Share Capital Reorganization (as defined in the Merger Agreement) corresponding to shares of company special voting stock to be issued immediately following the consummation of the Business Combination);

(d) a lesser number of shares determined by the administrator.

Sonder Holdings Inc. 2021 Employee Stock Purchase Plan

In connection with the Business Combination, GMII’s stockholders approved the 2021 employee stock purchase plan (ESPP). The ESPP allows eligible employees to purchase shares of Sonder common stock through payroll deductions of up to 15% of their eligible compensation. The number of shares reserved for issuance under the ESPP is equal to the lesser of (i) 5,251,225 shares of common stock or (ii) two percent (2%) of the outstanding shares of the Dilution Adjusted Common Stock (as defined in the Merger Agreement) as of immediately following the consummation of the Business Combination. The ESPP provides for either (i) a 27 month offering period, or (ii) such shorter period as may be established by the administrator from time to time. At the end of each offering period employees are able to purchase shares at 85% of the lower of the fair value of our common stock on the first trading day of the offering period or on the last day of the offering period.

The number of shares of common stock available for issuance under the ESPP will automatically be increased on the first day of each fiscal year, beginning with 2022 and ending with the 2041 fiscal year equal to the least of:

(i) 6,564,031 shares of common stock;

(ii) 2.5% of the total number of shares of common stock outstanding immediately following the consummation of the Business Combination (including the number of shares of common stock reserved for issuance upon the exchange of Canadian Exchangeable Shares (as defined in the Merger Agreement) issued in the Sonder Canada Share Capital Reorganization (as defined in the Merger Agreement) corresponding to shares of Company Special Voting Stock to be issued immediately following the consummation of the Business Combination);

(iii) one percent (1%) of the outstanding shares of Common Stock on the last day of the immediately preceding fiscal year; or

(iv) an amount determined by the administrator.

Stock-based Compensation Expense

Total stock-based compensation expense is as follows (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Operations and support	$	1,042	$	534	$	1,972	$	940
General and administrative	3,091		1,628		8,020		15,119
Research and development	844		286		1,586		541
Sales and marketing	77		—		156		1
Total stock-based compensation expense	$	5,054	$	2,448	$	11,734	$	16,601

Stock options

Sonder measures stock-based compensation expense for stock options at the grant date fair value of the award and recognizes the expense on a straight-line basis over the requisite service period, which is generally the vesting period. Sonder estimates the fair value of stock options using the Black-Scholes option-pricing model. During the three and six months ended June 30, 2022, the Company recorded stock-based compensation expense from stock options of approximately $3.6 million and $8.1 million. During the three and six months ended June 30, 2021, the Company recorded stock-based compensation expense from stock options of approximately $2.4 million and $5.0 million.

Sonder recognizes only the portion of the option award granted that is ultimately expected to vest as compensation expense and elects to recognize gross share-based compensation expense with actual forfeitures recognized as they occur.

Fair Value of Stock Options

Sonder estimates the fair value of each stock option award using the Black-Scholes-Merton option-pricing model, which utilizes the estimated fair value of Sonder’s common stock and requires the input of the following subjective assumptions:

Expected Term — The expected term for options granted to employees, officers, and directors is calculated as based on the Sonder’s historical pattern of option exercise behavior and the period of time they are expected to be outstanding. The expected term for options granted to consultants is determined using the remaining contractual life.

Expected Volatility — The expected volatility is based on the average volatility of similar public entities within Sonder’s peer group as Sonder’s stock has not been publicly trading for a long enough period to rely on its own expected volatility.

Expected Dividends — The dividend assumption is based on Sonder’s historical experience. To date Sonder has not paid any dividends on its common stock.

Risk-Free Interest Rate — The risk-free interest rate used in the valuation method is the implied yield currently available on the United States Treasury zero-coupon issues, with a remaining term equal to the expected life term of Sonder’s options.

The following table summarizes the key assumptions used to determine the fair value of Sonder’s stock options granted to employees, non-employees, officers, and directors:


	Three Months Ended June 30,		Six Months ended June 30,
	2022		2022		2021
Expected term (in years)	4.15		4.09 - 4.15		3.99
Expected volatility	55	%	54.7%-55.4%		64	%
Dividend yield	—	%	—	%	—	%
Risk-free interest Rate	2.84	%	1.79%-2.84%		0.41	%
Weighted-average grant-date fair value per share	$0.97		0.97 - 2.13		$4.54

There were no options granted in the three months ended June 30, 2021.

Performance and Market-based Equity Awards

On November 15, 2019, the Legacy Sonder Board of Directors (the Legacy Sonder Board) granted an award to Francis Davidson, Sonder’s CEO, for a total of 5,613,290 options (the 2019 CEO Option Award), all of which Mr. Davidson fully exercised in December 2020 with a promissory note payable to Sonder in the amount of $24.6 million (the Promissory Note). Of the 5,613,290 total options, 2,041,197 options vest in 72 equal monthly installments starting as of October 1, 2017 (the Service-based Options), subject to Mr. Davidson’s continuous employment, and 3,572,093 options are performance-based (the CEO Performance Awards) that vest as follows, subject to Mr. Davidson’s continuous employment at each such event (the Performance Conditions):

•1,530,897 performance awards upon an initial public offering (IPO) if Sonder reaches certain share price targets (the IPO Condition);

•1,020,598 performance awards upon a qualified financing at certain valuation milestones (the Qualified Financing Condition); and

•1,020,598 performance awards upon Sonder achieving a certain market capitalization milestone (the Market Capitalization Condition).

The fair value of the 2,041,197 Service-based Options was estimated using the Black-Scholes-Merton pricing model. The grant date fair value of the Service-based Options was $3.2 million and is recognized on a straight-line basis over the term of the award. Sonder recognized $11.6 million in expense for the CEO Performance Awards in the six months ended June 30, 2021. Sonder did not recognize any expense for the CEO Performance Awards for the three months ended June 30, 2021 and 2022, or the six months ended June 30, 2022.

The promissory note for $24.6 million represents the aggregate exercise price for the 5,613,290 options that were exercised by Mr. Davidson. The promissory note bears interest at the rate of 2.00% per annum, compounding semiannually. The principal amounts and accrued interest are due upon the earlier of: (i) four years after the issuance, or on December 1, 2023; (ii) the transfer or sale of the shares by the employee without approval by Sonder; or (iii) an initial public offering or an acquisition of Sonder by a public company. The Promissory Note was secured by the shares issued upon exercise of the award and in exchange for the note. While the Promissory Note is full recourse, it is considered to be non-recourse for accounting purposes and thus was not recorded in the condensed consolidated balance sheets as a receivable. As of December 31, 2021, the aggregate borrowings outstanding under the Promissory Note, including interest, was $25.2 million, respectively.

On January 14, 2022, the aggregate outstanding principal amount and interest under the Promissory Note was repaid in full by Mr. Davidson selling to Sonder 1,855,938 shares of Legacy Sonder’s common stock at a repurchase price of $13.85 per Legacy Sonder’s common share (number of shares and amount per share is not adjusted for the application of the merger exchange ratio in the Business Combination of 1.4686), which was equal to the fair value of a share of Legacy Sonder’s common stock as of the repurchase date, for a total aggregate repurchase price of $25.7 million. The repurchase price was offset against and extinguished in full Mr. Davidson’s obligations under the Promissory Note, including the outstanding principal and accrued interest.

In the three months ended March 31, 2021, the CEO Performance Awards were modified to accelerate the vesting of the IPO Condition and the Qualified Financing Condition because the Legacy Sonder Board desired to reward Mr. Davidson in leading Sonder to perform above expectations given the worsened business conditions brought about by the unexpected COVID-19 pandemic, especially in the hospitality sector, and at the same time, engaging Sonder in potential strategic transactions valuing Sonder at increased valuations. While the vesting of the options under the Market Capitalization Condition were not accelerated by the Legacy Sonder Board, the Legacy Sonder Board approved a resolution clarifying that the Market Capitalization Condition would be eligible to vest in connection with a business combination with a special purpose acquisition company that otherwise achieves the applicable Market Capitalization Condition using an equivalent share price rather than the market capitalization.

In the three and six months ended June 30, 2022, Sonder recognized $0.5 million and $2.7 million in stock-based compensation expense related to the vesting of the Market Capitalization Condition, respectively. In the three and six months ended June 30, 2021, Sonder did not recognize any stock-based compensation expense relating to the vesting of the Market Capitalization Condition.

The modification-date fair value of the CEO Performance Awards was estimated using a Monte Carlo simulation. The Monte Carlo simulation utilizes multiple input variables to estimate the probability that performance conditions will be achieved. These variables include Sonder’s expected stock price volatility over the expected term of the award, actual and projected employee stock option exercise behaviors, and the risk-free interest rate for the expected term of the award. Sonder recognizes compensation expense for its performance awards using an accelerated attribution method from the time it is deemed probable that the vesting condition will be met through the time the service-based vesting condition has been achieved.

On February 18, 2021, the Legacy Sonder Board granted an award to Mr. Davidson for a total of 3,061,794 options (the 2021 CEO Option Award) that vest upon the successful consummation of the Business Combination and as follows, subject to Mr. Davidson’s continuous employment at each such event:

•1/3 of the options if the average share value is equal to or greater than $25.16 on or prior to December 31, 2023 (the First Market Value Target);

•1/3 of the options if the average share value is equal to or greater than $37.74 on or prior to December 31, 2024 (the Second Market Value Target); and

•1/3 of the options if the average share price is equal to or greater than $44.03 on or prior to December 31, 2025 (the Third Market Value Target).

The grant-date fair value of the 2021 CEO Option Award was estimated using the Monte Carlo simulation. The grant-date fair value of the 2021 CEO Option Award on the grant date was $1.3 million.

Restricted stock units (“RSUs”)

The fair value of the RSUs is expensed ratably over the vesting period. RSUs typically vest quarterly over the service period, which is generally four years. During the three and six months ended June 30, 2022, we recorded stock-based compensation expense from RSUs of approximately $0.9 million. We did not have any stock-based compensation expense from RSUs in the three and six months ended June 30, 2021.

Market stock units (“MSUs”)

In May 2022 we issued MSUs to certain key executives under our 2021 Management Equity Incentive Plan. One-sixth of the MSUs vest upon (including prior to but contingent on) the occurrence of each of six distinct triggering events, which occur if the stock price of the Common Stock is equal to or greater than $13.00, $15.50, $18.00, $20.50, $23.00, or $25.50, respectively, within the five year period ending July 17, 2027.

We determined the grant-date fair value of the MSUs using a Monte Carlo simulation performed by a third-party valuation firm. We recognize stock-based compensation for the MSUs over the requisite service period, which is approximately four years, using the accelerated attribution method. During the three and six months ended June 30, 2022, we granted 14,499,972 MSUs at a total grant-date fair value of $4.2 million. During the three and six months ended June 30, 2022, we recognized approximately $0.1 million in stock-based compensation expense from MSUs.

Preferred and Common Stock Warrants - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands		1 Months Ended	3 Months Ended			6 Months Ended
	Jan. 18, 2022	Jan. 31, 2022	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 10, 2021
Class of Warrant or Right [Line Items]
Issuance of common stock upon exercise of common stock warrants					$ 120		$ 120
Proceeds from delayed draw notes				$ 159,225		$ 159,225	0
Public Warrants
Class of Warrant or Right [Line Items]
Fair value of liability	$ 23,600		$ 300			300
Increase (decrease) in fair value			(7,000)			(23,300)
Private Placement Warrant
Class of Warrant or Right [Line Items]
Fair value of liability	$ 14,500		200			200
Increase (decrease) in fair value			$ (4,300)			$ (14,300)
Delayed Draw Warrants
Class of Warrant or Right [Line Items]
Proceeds from delayed draw notes		$ 165,000
Number outstanding (in shares)		2,475,000
Exercise price (in dollars per share)		$ 12.50
Warrants term		5 years
Public Warrants
Class of Warrant or Right [Line Items]
Exercise price (in dollars per share)	$ 11.50	$ 11.50	$ 0.03			$ 0.03
Warrants term		5 years
Number of units required to be purchased (in units)		5
Public Warrants \| Gores Metropoulos Sponsor II, LLC
Class of Warrant or Right [Line Items]
Number outstanding (in shares)	9,000,000
Private Placement Warrant
Class of Warrant or Right [Line Items]
Exercise price (in dollars per share)	$ 11.50
Number outstanding (in shares)	5,500,000
Additional Paid-in Capital
Class of Warrant or Right [Line Items]
Issuance of common stock upon exercise of common stock warrants							$ 120
Reclassification of warrants from liability to equity	$ 2,000
Sonder Legacy Warrants
Class of Warrant or Right [Line Items]
Conversion of warrants						$ 1,243
Sonder Legacy Warrants \| Additional Paid-in Capital
Class of Warrant or Right [Line Items]
Issuance of common stock upon exercise of common stock warrants	1,200
Conversion of warrants						$ 1,243
Delayed Draw Warrants
Class of Warrant or Right [Line Items]
Number outstanding (in shares)		2,475,000						2,475,000
Exercise price (in dollars per share)								$ 12.50
Delayed Draw Warrants \| Additional Paid-in Capital
Class of Warrant or Right [Line Items]
Conversion of warrants	$ 5,600
Post-Combination Exchangeable Common Shares
Class of Warrant or Right [Line Items]
Number of shares converted (in shares)	150,092

Commitments and Contingencies (Details) $ in Thousands		6 Months Ended
Commitments and Contingencies (Details) $ in Thousands	Jul. 30, 2020 USD ($)	Jun. 30, 2022 USD ($) suretyProvider	Dec. 31, 2021 USD ($)
Loss Contingencies [Line Items]
Number of surety providers \| suretyProvider		5
Amount outstanding		$ 161,285	$ 23,852
Surety Bond
Loss Contingencies [Line Items]
Aggregate principal amount		67,300
Amount outstanding		33,400
Broad Street Investigation
Loss Contingencies [Line Items]
Damages sought by other parties	$ 3,900
Estimated accrual for potential losses		$ 3,400	$ 5,300

- Definition

Amount, excluding unamortized premium (discount) and debt issuance cost, of long-term debt. Excludes lease obligation.

+ References + Details

Common Stock - Narrative (Details) $ / shares in Units, $ in Thousands		3 Months Ended	6 Months Ended
	Jan. 18, 2022 USD ($) $ / shares shares	Jun. 30, 2021 USD ($) shares	Jun. 30, 2021 USD ($) shares	Jun. 30, 2022 shares	Mar. 31, 2022 shares	Jan. 17, 2022 shares	Dec. 31, 2021 shares	Mar. 31, 2021 shares	Dec. 31, 2020 shares
Class of Stock [Line Items]
Shares authorized (in shares)	690,000,000
Preferred stock, shares authorized (in shares)	250,000,000
Preferred stock, par value (in dollars per share) \| $ / shares	$ 0.0001
Issuance of common stock upon exercise of common stock warrants \| $		$ 120	$ 120
Common Stock
Class of Stock [Line Items]
Common stock, shares authorized (in shares)	400,000,000
Shares issued upon conversion (in shares)	111,271,424
Issuance of common stock upon exercise of common stock warrants \| $	$ 518,800
Common Stock \| Common Stock
Class of Stock [Line Items]
Shares outstanding (in shares)		11,929,282	11,929,282	189,343,553	184,678,577			10,908,802	10,529,340
Common Stock \| Legacy Sonder Common Stockholders
Class of Stock [Line Items]
Exchange rate	1.4686
Exchangeable Shares \| Common Stock
Class of Stock [Line Items]
Shares outstanding (in shares)						21,991,418
Post-Combination Exchangeable Common Shares
Class of Stock [Line Items]
Shares outstanding (in shares)				28,037,196
Common stock, shares authorized (in shares)				40,000,000
Post-Combination Exchangeable Common Shares \| Common Stock
Class of Stock [Line Items]
Shares outstanding (in shares)				28,037,196	32,296,539
Shares issued upon conversion (in shares)	32,296,539
Issuance of common stock upon exercise of common stock warrants \| $	$ 49,700
General Common Stock
Class of Stock [Line Items]
Common stock, shares authorized (in shares)	440,000,000
Special Voting Stock
Class of Stock [Line Items]
Common stock, shares authorized (in shares)	40,000,000
Redeemable Convertible Preferred Stock
Class of Stock [Line Items]
Mezzanine equity, shares outstanding (in shares)		111,257,435	111,257,435	0		75,757,555	75,767,000		111,121,045

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) $ in Thousands	6 Months Ended
	Jun. 30, 2022 USD ($)
Statement of Cash Flows [Abstract]
Delayed Draw Notes, issuance costs	$ 5,775

Debt

6 Months Ended

Jun. 30, 2022

Debt Disclosure [Abstract]

Debt

Delayed Draw Note Purchase Agreement

On December 10, 2021, Sonder entered into a note and warrant purchase agreement (the Delayed Draw Note Purchase Agreement) with certain private placement investors (Purchasers or PIPE Investors) for the sale of Delayed Draw Notes to be available to Sonder following the closing of the Business Combination. The Delayed Draw Note Purchase Agreement also provided that the Purchasers will be issued Delayed Draw Warrants to purchase shares of common stock in connection with the transaction.

The Delayed Draw Notes have a maturity of five years from the date of issuance and are subject to interest on the unpaid principal amount at a rate per annum equal to the three-month secured overnight financing rate (SOFR rate) plus 0.26% (subject to a floor of 1%) plus 9.0% payable in cash, or for the first two years, payment in kind at the election of Sonder, quarterly in arrears. The Delayed Draw Notes are secured by substantially all of the assets of Sonder.

The Purchasers also received Delayed Draw Warrants to purchase an aggregate of 2,475,000 shares of Sonder’s common stock, each with an exercise price of $12.50 per share. The Delayed Draw Warrants have an expiration date of five years after issuance.

The Delayed Draw Note Purchase Agreement also includes customary events of default, including failure to pay the note obligations or other amounts when due, material breach of representations or warranties, breach of negative covenants, failure to perform or comply with obligations under the Delayed Draw Notes or the Delayed Draw Note Purchase Agreement, acceleration of certain other indebtedness, certain judgements against Sonder, legal processes instituted against Sonder or its assets, issues with the enforceability of the Delayed Draw Note Purchase Agreement and ancillary documents, bankruptcy, insolvency or similar proceedings with respect to Sonder, and orders under debtor relief laws.

In January 2022, Sonder drew down $165 million in Delayed Draw Notes and issued Delayed Draw Warrants to purchase 2,475,000 shares of common stock to the Purchasers. As of June 30, 2022, the total long-term debt on the condensed consolidated balance sheet was $161.3 million, consisting of $172.4 million of unpaid principal balance, which included the $165 million principal amount and payment-in-kind (PIK) interest of $7.4 million that was added to the principal balance, net of $5.8 million in issuance costs and $5.3 million in Delayed Draw Warrant liabilities.

As of December 31, 2021, the total long-term debt on the condensed consolidated balance sheet consisted of $13.1 million of current portion of the long-term debt and $10.7 million of non-current portion of long-term debt, representing $24.5 million of unpaid principal balance, net of the $0.6 million of deferred loan issuance costs.

Long term debt, net consisted of the following (in thousands):


	June 30, 2022		December 31 2021
Principal balance	$	172,372	$	24,477
Less: Delayed Draw Warrants liability	(5,300)		—
Less: unamortized deferred issuance costs	(5,787)		(625)
Long term debt, net	$	161,285	$	23,852

2021 Convertible Promissory Notes

In March 2021, pursuant to a note purchase agreement, Sonder issued the Convertible Notes to certain investors for an aggregate principal amount of $165.0 million. The net proceeds from the issuance of the Convertible Notes were approximately $162.4 million after deducting issuance costs of $2.6 million.

The Convertible Notes were scheduled to mature on March 12, 2022, unless converted in accordance with the conversion terms prior to such date. The Convertible Notes were convertible either automatically, at the option of holders, or at the option of Sonder upon the occurrence of certain specified events.

In January 2022, upon the closing of the Business Combination, the outstanding principal and accrued and unpaid interest of the Convertible Notes were automatically converted into 19,017,105 shares of common stock for a value of $159.2 million. Upon the conversion, Sonder recognized a gain on conversion of $29.5 million as a result of a change in the fair value of the share-settled redemption feature and $159.2 million additional-paid-in-capital. Sonder also recognized the change in fair value of the share-settled redemption feature of $30.3 million, expense related to the debt discount of $10.0 million and interest expense of $1.4 million.

2018 Loan and Security Agreement

In December 2018, Legacy Sonder entered into a loan and security agreement (the 2018 Loan and Security Agreement) with certain venture lenders that provided aggregate borrowing capacity of $50.0 million. As of December 31, 2021, the current portion of the long-term debt was $13.1 million on the consolidated balance sheet and the total non-current portion of the long-term debt on the consolidated balance sheet was $10.7 million, consisting of $11.3 million of unpaid principal balance, net of the $0.6 million of deferred loan issuance costs. Unused commitments under the 2018 Loan and Security Agreement as of December 31, 2021 were $25.0 million. Interest expense on the term loans totaled $4.9 million for the year ended December 31, 2021, and was recorded in interest expense, net in the condensed consolidated statements of operations and comprehensive loss.

In January 2022, at the closing of the Business Combination, Sonder paid down $24.5 million in outstanding principal of the 2018 Loan and Security Agreement and $2.5 million in debt extinguishment costs. Sonder also recognized $0.6 million of early termination fees, $0.4 million of the write off of deferred financing fees, and $0.2 million of interest expense in connection with the repayment of this 2018 Loan and Security Agreement.

Credit Facility

2020 Credit Facility

In February 2020, Legacy Sonder entered into a revolving credit agreement (the 2020 Credit Facility) that provides an aggregate revolving capacity of $50.0 million, which may be borrowed as revolving loans or used for the issuance of letters of credit. Loans under the 2020 Credit Facility may be base rate loans or Eurodollar rate loans, plus a margin of 2.00% per annum. The 2020 Credit Facility includes (i) a letter of credit fee for each letter of credit equal to 1.50% per annum times amount available to be drawn under such letter of credit and (ii) a non-use fee equal to 0.25% times the actual daily amount by which the aggregate commitments provided by facility exceed the sum of the outstanding amount of loans and letters of credit. All outstanding loan balances are due on February 21, 2023, the maturity date for the 2020 Credit Facility. Outstanding balances may be repaid prior to maturity without penalty.

The extensions of credit under the 2020 Credit Facility are guaranteed by certain of Sonder’s subsidiaries and secured on a senior basis by a lien on substantially all of Sonder’s and certain of its subsidiaries’ assets. The 2020 Credit Facility contains customary affirmative covenants, such as financial statement reporting requirements and maintenance of insurance, as well as customary negative covenants, such as restrictions on Sonder’s ability to incur debt and liens, make investments, dispose of assets, pay dividends and repurchase stock, enter into transactions with affiliates and undergo

fundamental changes such as dissolution or disposal of assets except so long as no default exists. The 2020 Credit Facility provides for a minimum EBITDA covenant and a covenant to maintain liquidity at least equal to the amount outstanding under the 2020 Credit Facility; provided that if liquidity is less than the amount outstanding plus $25.0 million, Sonder must provide cash collateral equal to 105% of the amount outstanding.

The 2020 Credit Facility also includes customary events of default, including, among other things, payment defaults, covenant defaults, breach of representations and warranties, cross-defaults to other material debt, bankruptcy and insolvency events of default, judgment defaults and change of control defaults. Upon the occurrence of an event of default under the 2020 Credit Facility, the lender has the right to terminate its commitments to provide additional loans, declare all borrowings outstanding, together with accrued and unpaid interest and fees, to be immediately due and payable, increase the applicable interest rates by 2%, and exercise rights and remedies, including by way of initiating foreclosure proceedings against the collateral securing the obligations under the agreement.

As of June 30, 2022, Sonder was in compliance with all financial covenants, there were no borrowings outstanding on the 2020 Credit Facility, and outstanding letters of credit totaled $32.0 million. As of December 31, 2021, Sonder was in compliance with all financial covenants, and there were no borrowings outstanding on the 2020 Credit Facility.

2020 Québec Credit Facility

In December 2020, a Canadian subsidiary of Sonder entered into an agreement (2020 Québec Credit Facility) with Investissement Québec, a Quebecois public investment entity, that provides a loan facility of CAD $25.0 million and an additional loan of CAD $5.0 million referred to as a conditional-refund financial contribution (CRFC). The loan and the CRFC will bear interest at a fixed rate of 6% per year for a period of 10 years starting from the first date of the loan disbursement. As of June 30, 2022 and December 31, 2021, Sonder was in compliance with all financial covenants, but have not yet met the drawdown requirements and as such, there have been no borrowings on the 2020 Québec Credit Facility.

Restricted Cash

Throughout 2022 and 2021, Sonder entered into multiple cash collateral agreements in connection with the issuance of letters of credit and corporate credit card programs. As of June 30, 2022 and December 31, 2021, Sonder had $1.2 million and $0.2 million, respectively, of cash collateral which was considered to be restricted cash.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
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+ Details

Revenue

6 Months Ended

Jun. 30, 2022

Revenue from Contract with Customer [Abstract]

Revenue

Revenue Recognition

Sonder generates revenues primarily by providing short-term or month-to-month accommodations to its guests. Sonder’s revenue is generated from stays booked through Sonder.com or the Sonder app, which it refers to as direct revenue, or from stays booked through third party corporate and online travel agencies (OTAs), which it refers to as indirect revenue.

The following table sets forth Sonder’s total revenues for the periods shown disaggregated between direct and indirect channels (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Direct revenue	$	42,843	$	23,924	$	74,777	$	44,005
Indirect revenue	78,479		23,345		127,011		34,822
Total revenue	$	121,322	$	47,269	$	201,788	$	78,827

No guest represented over 10% of revenues for the three and six months ended June 30, 2022 and 2021.

Three third-party corporate and OTAs represented over 34%, 18%, and 12% of net accounts receivable balance for as of June 30, 2022, and one third-party OTA represented 29% of Sonder’s net accounts receivable balance as of December 31, 2021

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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+ Details

Common Stock - Schedule of Shares of Common Stock Reserved for Future Issuance (Details) - shares	Jun. 30, 2022	Dec. 31, 2021
Class of Stock [Line Items]
Total common stock reserved for future issuance (in shares)	151,179,386	230,720,775
Warrants
Class of Stock [Line Items]
Total common stock reserved for future issuance (in shares)	14,499,966
Earnout Liability
Class of Stock [Line Items]
Total common stock reserved for future issuance (in shares)	14,500,000
Delayed Draw Note Warrant Liability
Class of Stock [Line Items]
Total common stock reserved for future issuance (in shares)	2,475,000
2021 Equity Incentive Plan
Class of Stock [Line Items]
Total common stock reserved for future issuance (in shares)	19,515,277
Stock Options
Class of Stock [Line Items]
Total common stock reserved for future issuance (in shares)	29,235,358	19,865,244
Stock Options \| 2019 Equity Incentive Plan
Class of Stock [Line Items]
Total common stock reserved for future issuance (in shares)		1,859,784
Restricted Stock Units (RSUs)
Class of Stock [Line Items]
Total common stock reserved for future issuance (in shares)	9,889,782
Market Stock Units
Class of Stock [Line Items]
Total common stock reserved for future issuance (in shares)	14,499,972
ESPP
Class of Stock [Line Items]
Total common stock reserved for future issuance (in shares)	6,564,031
Exchangeable Shares
Class of Stock [Line Items]
Total common stock reserved for future issuance (in shares)	40,000,000
Preferred Stock and Exchangeable Shares
Class of Stock [Line Items]
Total common stock reserved for future issuance (in shares)		208,995,747

Common Stock

6 Months Ended

Jun. 30, 2022

Equity [Abstract]

Common Stock

Preferred and Common Stock Warrants

Preferred Stock Warrants

Sonder had the following preferred stock warrants outstanding as of December 31, 2021. The number outstanding and exercise price are prior to the application of the merger exchange ratio in the Business Combination, which closed on January 18, 2022:


Type of Warrant	Number Outstanding	Issuance Date	Exercise Price		Expiration Date
Series A	59,440	10/20/2016	$	1.36	10/20/2026
Series B	57,696	1/30/2018	$	2.40	1/30/2028
Series C	218,417	12/28/2018	$	5.04	12/28/2025
Series D	71,456	2/21/2020	$	10.50	2/21/2027

In January 2022, upon the closing of the Business Combination, (i) the Series A and Series B preferred stock warrants were converted into 150,092 post combination shares of Sonder’s common stock for a value of $1.2 million, and (ii) the Series C and Series D warrants automatically converted into warrants to purchase shares of Sonder common stock.

The warrants previously exercisable for Series C and Series D preferred stock are accounted for as equity in accordance with FASB ASC Topic 815-40, Derivatives and Hedging – Contracts in Entity’s Own Equity. Upon the closing of the Business Combination, Sonder reclassified $2.0 million related to such warrants from other non-current liabilities to equity in the condensed consolidated balance sheet.

Common Stock Warrants

Delayed Draw Warrants

In January 2022, pursuant to the Delayed Draw Note Purchase Agreement with certain PIPE Investors, Sonder issued $165 million in aggregate principal amount of Delayed Draw Notes and 2,475,000 Delayed Draw Warrants to the PIPE Investors. The warrants are exercisable for shares of common stock at an exercise price of $12.50 per share. The Delayed

Draw Warrants have an expiration date five years after issuance. The purchasers of the Delayed Draw Notes were also provided with customary registration rights for the shares issuable upon exercise of the Delayed Draw Warrants.

The Delayed Draw Warrants are accounted for as equity-classified warrants in accordance with FASB ASC Topic 815-40, “Derivatives and Hedging – Contracts in Entity’s Own Equity.” Upon the closing of the Business Combination the value of the Delayed Draw Warrants was $5.6 million and was recorded within additional paid in capital in the condensed consolidated balance sheet.

Public Warrants

Prior to the Business Combination, GMII issued 9,000,000 public warrants (Public Warrants), which remained outstanding at the closing of the Business Combination and became exercisable for shares of common stock. Each whole Public Warrant entitles the registered holder to purchase one whole share of common stock at a price of $11.50 per share, subject to certain adjustments. A warrant holder may exercise its Public Warrants only for a whole number of shares of common stock. This means that only a whole Public Warrant may be exercised at any given time by a warrant holder. No fractional Public Warrants were issued upon separation of the units and only whole Public Warrants trade. Accordingly, unless a registered holder purchased at least five units, they were not able to receive or trade a whole Public Warrant. The Public Warrants will expire on January 18, 2027 (five years after the consummation of the Business Combination), at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.

The Public Warrants are accounted for as liabilities as there are terms and features that 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 18, 2022 was a liability of $23.6 million, which was recorded in other non-current liabilities in the condensed consolidated balance sheet upon the closing of the Business Combination. At June 30, 2022, the fair value was $0.3 million and was recorded in other non-current liabilities in the condensed consolidated balance sheet. The change in fair value of $7.0 million and $23.3 million for the three and six months ended June 30, 2022, respectively, is reflected as other income in the condensed consolidated statements of operations and comprehensive loss.

Private Placement Warrants

Prior to the closing of the Business Combination, GMII issued 5,500,000 private placement warrants (Private Placement Warrants). The Private Placement Warrants have terms and provisions that are identical to those of the Public Warrants sold as part of the units in the GMII IPO, except that the Private Placement Warrants may be physical (cash) or net share (cashless) settled and are not redeemable so long as they are held by Gores Metropoulos Sponsor II, LLC (the Sponsor) or its permitted transferees, and are entitled to certain registration rights. The sale of the Private Placement Warrants was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

The Private Placement Warrants are accounted for as liabilities as there are terms and features that 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 Private Placement Warrants at January 18, 2022 was a liability of $14.5 million, which was recorded in other non-current liabilities in the condensed consolidated balance sheet. At June 30, 2022, the fair value decreased to $0.2 million and was recorded in other non-current liabilities in the condensed consolidated balance sheet. The change in fair value of $4.3 million and $14.3 million for the three and six months ended June 30, 2022, respectively, is reflected as other income in the condensed consolidated statements of operations and comprehensive loss.

Common Stock

The condensed consolidated statements of equity (deficit) reflect the closing of the Business Combination on January 18, 2022. As Legacy Sonder was deemed the accounting acquirer in the Business Combination with GMII, all periods prior to the consummation date reflect the balances and activity of Legacy Sonder. The balances as of December 31, 2021 from the consolidated financial statements of Legacy Sonder as of that date, share activity (redeemable convertible preferred stock, exchangeable shares, and common stock) and per share amounts were retroactively adjusted, where applicable, using the recapitalization exchange ratio of 1.4686. All redeemable convertible preferred stock classified as mezzanine equity was converted into common stock, and reclassified into permanent equity as a result of the Business Combination.

Upon the consummation of the Business Combination, each share of Sonder Canada Exchangeable Shares was exchanged into a new series of the same class of virtually identical Post-Combination Exchangeable Common Shares exchangeable for Sonder common stock. At June 30, 2022, Sonder had 28,037,196 Post-Combination Exchangeable Common Shares. All exchangeable shares classified as mezzanine equity were reclassified into permanent equity as a result of the Business Combination.

Sonder’s amended and restated certificate of incorporation following the Business Combination authorizes the issuance of 690,000,000 shares, consisting of (a) 440,000,000 shares of general common stock (General Common Stock), including (i) 400,000,000 shares of common stock, and (ii) 40,000,000 shares of Special Voting Common Stock (Special Voting Common Stock), and (b) 250,000,000 shares of preferred stock, par value $0.0001 per share (Preferred Stock).

Legacy Sonder Redeemable Convertible Preferred Stock

Upon the consummation of the Business Combination, all the redeemable convertible preferred stock were automatically converted into 111,271,424 shares of post-combination Sonder common stock for a value of $518.8 million (share figure was 75,757,555 shares prior to the application of the merger exchange ratio in the Business Combination,

which closed on January 18, 2022). Refer to Note 10. Exchangeable shares and redeemable convertible preferred stock for further details.

As of June 30, 2022, Sonder has reserved the following shares of common stock for future issuance:


			June 30, 2022
Conversion of exchangeable shares			40,000,000
Outstanding stock options			29,235,358
Outstanding restricted stock units (RSUs)			9,889,782
Outstanding market stock units (MSUs)			14,499,972
Outstanding warrants liability			14,499,966
Shares issuable pursuant to Earn Out liability			14,500,000
Outstanding Delayed Draw Note warrants liability			2,475,000
Shares available for grant under the ESPP			6,564,031
Shares available for grant under the 2021 Equity Incentive Plan			19,515,277
Total common stock reserved for future issuance			151,179,386

As of December 31, 2021, Sonder reserved the following shares of common stock for future issuance:


						December 31, 2021
Conversion of preferred stock and exchangeable shares(1)						208,995,747
Outstanding stock options						19,865,244
Options available for grant under the 2019 Equity Incentive Plan						1,859,784
Total common stock reserved for future issuance						230,720,775

____________

(1)Includes the warrants reclassified to equity as of December 31, 2021 and those issued in connection with the 2018 Loan and Security Agreement and related amendment as of December 31, 2021.

- 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

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-URI https://asc.fasb.org/topic&trid=2208762

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 14
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496171-112644

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 14
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496171-112644

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-URI https://asc.fasb.org/extlink&oid=120397183&loc=d3e187085-122770

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (g)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
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-Paragraph 13
-Subparagraph (h)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
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-Paragraph 18
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-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 16
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496180-112644

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (i)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 15: 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(e)(1))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 40
-Section 50
-Paragraph 6
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126731327&loc=SL126733271-114008

+ Details

Business Combination - Narrative (Details) $ / shares in Units, $ in Thousands		3 Months Ended	6 Months Ended
	Jan. 18, 2022 USD ($) $ / shares shares	Mar. 31, 2022 USD ($)	Jun. 30, 2022 USD ($)	Jun. 30, 2021 USD ($)	Jan. 17, 2022 $ / shares	Jan. 14, 2022
Business Acquisition [Line Items]
Increase in cash from business combination \| $		$ 401,918	$ 401,900
Repayment of debt \| $		24,680	24,680	$ 6,900
Nonrecurring transaction costs \| $		58,555	58,600
Proceeds from delayed draw notes \| $		$ 159,225	$ 159,225	$ 0
Existing PIPE Investment holders
Business Acquisition [Line Items]
Number of shares issued (in shares) \| shares	20,000,000
Purchase price of stock (in dollars per share) \| $ / shares	$ 10.00
Aggregate purchase price \| $	$ 200,000
New PIPE Investment Holders
Business Acquisition [Line Items]
Number of shares issued (in shares) \| shares	11,507,074
Purchase price of stock (in dollars per share) \| $ / shares	$ 8.89
Aggregate purchase price \| $	$ 102,300
Gores Metropoulos Sponsor II, LLC
Business Acquisition [Line Items]
Number of shares issued (in shares) \| shares	709,711
Purchase price of stock (in dollars per share) \| $ / shares	$ 10.00
Aggregate purchase price \| $	$ 7,100
Common Stock
Business Acquisition [Line Items]
Number of shares issued in transaction (in shares) \| shares	190,160,300
Common stock par value (in dollars per share) \| $ / shares	$ 0.0001
Aggregate number of contingently issuable shares (in shares) \| shares	14,500,000
Unrecognized stock-based compensation \| $	$ 5,500
Common Stock \| Legacy Sonder Common Stockholders
Business Acquisition [Line Items]
Number of shares issued in transaction (in shares) \| shares	140,544,052
Exchange rate	1.4686
Common Stock \| Legacy Sonder Stock Option Holders
Business Acquisition [Line Items]
Number of shares issued in transaction (in shares) \| shares	30,535,549
Exchange rate	1.5444
Special Voting Series AA Common Stock
Business Acquisition [Line Items]
Common stock par value (in dollars per share) \| $ / shares	$ 0.0001
Special Voting Series AA Common Stock \| Legacy Sonder Special Voting Common Stockholders
Business Acquisition [Line Items]
Number of shares issued in transaction (in shares) \| shares	32,296,539
Exchange rate						1.4686
Legacy Sonder \| Common Stock
Business Acquisition [Line Items]
Common stock par value (in dollars per share) \| $ / shares					$ 0.000001
Legacy Sonder \| Special Voting Series AA Common Stock
Business Acquisition [Line Items]
Common stock par value (in dollars per share) \| $ / shares	$ 0.000001
Sunshine Merger Sub I, LLC \| Sunshine Merger Sub II, LLC
Business Acquisition [Line Items]
Percentage of outstanding stock owned	100.00%
Sunshine Merger Sub II, LLC
Business Acquisition [Line Items]
Percentage of outstanding stock owned	100.00%
Legacy Sonder
Business Acquisition [Line Items]
Percentage of outstanding stock owned	79.70%

Exchangeable shares and redeemable convertible preferred stock (Tables)

6 Months Ended

Jun. 30, 2022

Temporary Equity Disclosure [Abstract]

Schedule of Post-Combination Exchangeable Shares

At June 30, 2022, Sonder had the following authorized and outstanding Post-Combination Exchangeable Common Shares (in thousands except per share amounts):


	June 30, 2022
	Shares Authorized	Shares Issued and Outstanding	Issuance Price Per Share		Net Carrying Value		Aggregate Liquidation Preference
Post-Combination Exchangeable Common Shares	40,000	28,037	$	1.54	$	43,173	$	43,173

Schedule of Exchangeable and Redeemable Convertible Preferred Stock

The figures below are prior to the application of the merger exchange ratio in the Business Combination, which closed on January 18, 2022 (in thousands except per share amounts):


	December 31, 2021
	Shares Authorized	Shares Issued and Outstanding	Issuance Price Per Share		Net Carrying Value		Aggregate Liquidation Preference
Series AA Common	22,518	9,421	$	—	$	—	$	—
Series Seed 1	2,589	2,589	0.53		1,359		1,372
Series Seed 2	1,209	1,209	0.50		606		605
Series Seed 3	704	704	1.09		787		768
Series A	183	183	1.36		250		250
Series B	2,336	2,336	2.40		5,610		5,605
Series C	3,175	3,175	5.04		15,991		16,003
Series D	2,058	1,953	10.50		20,600		20,600
Series E	421	421	10.77		4,530		4,530
Total exchangeable shares	35,193	21,991	—		$	49,733	$	49,733

The figures below are prior to the application of the merger exchange ratio in the Business Combination, which closed on January 18, 2022 (in thousands except per share amounts):


	December 31, 2021
	Shares Authorized	Shares Issued and Outstanding	Issuance Price Per Share		Net Carrying Value		Aggregate Liquidation Preference
Series Seed 1	3,703	785	$	0.53	$	269	$	416
Series Seed 1-A	3,703	328	0.53		$	174	$	174
Series Seed 2	1,720	471	0.50		$	222	$	235
Series Seed 2-A	1,720	39	0.50		$	20	$	20
Series Seed 3	704	—	1.09		$	—	$	—
Series Seed 3-A	704	—	1.09		$	—	$	—
Series A	7,023	6,780	1.36		$	9,241	$	9,221
Series A-1	7,023	—	1.36		$	—	$	—
Series B	15,611	13,218	2.40		$	27,105	$	31,723
Series B-1	15,611	—	2.40		$	—	$	—
Series C	19,071	12,144	5.04		$	56,496	$	61,204
Series C-1	19,071	3,514	5.04		$	17,708	$	17,708
Series D	21,603	3,482	10.50		$	35,808	$	36,560
Series D-1	21,603	16,049	10.50		$	168,518	$	168,518
Series E	34,933	18,956	10.77		$	203,189	$	204,159
Total redeemable convertible preferred stock	173,803	75,767	—		$	518,750	$	529,938

Leases - Schedule of Future Minimum Lease Payments Under Non-Cancellable Leases After Adoption (Details) $ in Thousands	Jun. 30, 2022 USD ($)
Operating Leases
remaining six months of 2022	$ 126,755
2023	254,295
2024	241,299
2025	225,470
2026	197,944
2027	159,325
Thereafter	471,024
Gross lease payments	1,676,112
Less imputed interest	485,743
Total operating lease obligations, net	1,190,369
Allowances for leases that have not yet commenced	$ 12,000

Preferred and Common Stock Warrants (Tables)

6 Months Ended

Jun. 30, 2022

Warrants and Rights Note Disclosure [Abstract]

Schedule of Preferred Stock Warrants Outstanding

The number outstanding and exercise price are prior to the application of the merger exchange ratio in the Business Combination, which closed on January 18, 2022:


Type of Warrant	Number Outstanding	Issuance Date	Exercise Price		Expiration Date
Series A	59,440	10/20/2016	$	1.36	10/20/2026
Series B	57,696	1/30/2018	$	2.40	1/30/2028
Series C	218,417	12/28/2018	$	5.04	12/28/2025
Series D	71,456	2/21/2020	$	10.50	2/21/2027

Debt - Schedule of Long-Term Debt, Net (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Debt Disclosure [Abstract]
Principal balance	$ 172,372	$ 24,477
Less: Delayed Draw Warrants liability	(5,300)	0
Less: unamortized deferred issuance costs	(5,787)	(625)
Long term debt, net	$ 161,285	$ 23,852

- Definition

Amount, excluding unamortized premium (discount) and debt issuance cost, of long-term debt. Excludes lease obligation.

+ References + Details

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Income Statement [Abstract]
Revenue	$ 121,322	$ 47,269	$ 201,788	$ 78,827
Cost of revenue (excluding depreciation and amortization)	79,187	43,745	153,083	82,950
Operations and support	54,003	34,889	102,270	60,312
General and administrative	31,277	24,615	68,258	56,764
Research and development	8,088	4,066	15,713	7,385
Sales and marketing	12,414	4,888	21,875	7,399
Restructuring and other charges	4,033	0	4,033	0
Total costs and expenses	189,002	112,203	365,232	214,810
Loss from operations	(67,680)	(64,934)	(163,444)	(135,983)
Interest expense, net and other expense (income), net:
Interest expense, net	4,382	12,522	12,584	16,349
Change in fair value of SPAC Warrants	(11,310)	0	(37,634)	0
Change in fair value of Earn Out liability	(23,345)	0	(96,522)	0
Change in fair value of share-settled redemption feature and gain on conversion of Convertible Notes	0	0	(29,512)	0
Other expense (income), net	6,251	(3,577)	8,875	65
Total interest expense, net and other expense (income), net	(24,022)	8,945	(142,209)	16,414
Loss before income taxes	(43,658)	(73,879)	(21,235)	(152,397)
Provision for income taxes	117	70	148	93
Net loss	(43,775)	(73,949)	(21,383)	(152,490)
Less: Net loss attributable to convertible preferred stock and exchangeable preferred stockholders	0	0	1,180	0
Net loss attributable to common stockholders	$ (43,775)	$ (73,949)	$ (20,203)	$ (152,490)
Net loss per share, basic (in dollars per share)	$ (0.20)	$ (6.41)	$ (0.10)	$ (13.74)
Net loss per share, diluted (in dollars per share)	$ (0.20)	$ (6.41)	$ (0.10)	$ (13.74)
Weighted average shares outstanding of common stock, basic (in shares)	215,085,516	11,538,790	197,658,542	11,099,760
Weighted average shares outstanding of common stock, diluted (in shares)	215,085,516	11,538,790	197,658,542	11,099,760
Other comprehensive loss:
Net loss	$ (43,775)	$ (73,949)	$ (21,383)	$ (152,490)
Change in foreign currency translation adjustment	5,085	1,689	7,084	2,834
Comprehensive loss	$ (38,690)	$ (72,260)	$ (14,299)	$ (149,656)

Fair value measurement and financial instruments (Tables)

6 Months Ended

Jun. 30, 2022

Fair Value Disclosures [Abstract]

Schedule of Financial Liabilities Measured on Recurring Basis

The following table summarizes Sonder’s Level 2 and Level 3 financial liabilities measured at fair value on a recurring basis (in thousands):


	June 30, 2022
	Level 2		Level 3		Total
Financial liabilities:
Other non-current liabilities:
Earn Out liability	$	1,595	$	—	$	1,595
Public Warrants	—		270		270
Private Placement Warrants	—		165		165
Total financial liabilities measured and recorded at fair value	$	1,595	$	435	$	2,030

Sonder did not have any asset or liability measured at Level 1 or Level 2 as of December 31, 2021 on a recurring or non-recurring basis. The following table summarizes Sonder’s Level 3 financial liabilities measured at fair value on a recurring basis (in thousands):


	December 31, 2021
	Level 3
Financial liabilities:
Other non-current liabilities:
Preferred stock warrant liabilities	$	3,288
Share-settled redemption feature	30,322
Total financial liabilities measured and recorded at fair value	$	33,610

Schedule of Financial Liabilities Measured at Fair Value

The following table presents changes in Sonder’s Level 3 liabilities measured at fair value for the six months ended June 30, 2022 (in thousands):


	June 30, 2022
	Level 3
Beginning balance	$	33,610
Public Warrants liability	23,604
Private Placement Warrants liability	14,465
Decrease in fair value of share-settled redemption feature upon conversion of Convertible Notes	(30,322)
Decrease in fair value of Public Warrants liability	(23,334)
Decrease in fair value of Private Placement Warrants liability	(14,300)
Conversion of preferred stock warrant liabilities to equity	(3,288)
Total financial liabilities measured and recorded at fair value	$	435

The following table presents changes in Sonder’s Level 3 liabilities measured at fair value for the year ended December 31, 2021 (in thousands):


	December 31, 2021
	Level 3
Beginning balance	$	1,140
Recognition of share-settled redemption feature	45,156
Decrease in fair value of share-settled redemption feature	(14,834)
Increase in fair value of preferred stock warrant liabilities	2,148
Total financial liabilities measured and recorded at fair value	$	33,610

Revenue (Tables)

6 Months Ended

Jun. 30, 2022

Revenue from Contract with Customer [Abstract]

Schedule of Disaggregated Revenue

The following table sets forth Sonder’s total revenues for the periods shown disaggregated between direct and indirect channels (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Direct revenue	$	42,843	$	23,924	$	74,777	$	44,005
Indirect revenue	78,479		23,345		127,011		34,822
Total revenue	$	121,322	$	47,269	$	201,788	$	78,827

Related party transactions	6 Months Ended
Related party transactions	Jun. 30, 2022
Related Party Transactions [Abstract]
Related party transactions	Related party transactions Francis Davidson Promissory Note In November 2019, Legacy Sonder granted Mr. Davidson, its CEO, the ability to purchase 5,613,290 shares of common stock for an aggregate exercise price of $24.6 million, all of which Mr. Davidson exercised in December 2019 with a full recourse promissory note payable to Sonder. As of December 31, 2021, the aggregate borrowings outstanding under the note, including interest of $1.1 million, was $25.2 million. The aggregate outstanding principal amount and interest under the Promissory Note was repaid in full by Mr. Davidson prior to the consummation of the Business Combination. See Note 12. Stockholders’ Equity (Deficit) for details. 2021 Convertible Promissory Notes In March 2021, Sonder issued the Convertible Notes in an aggregate principal amount of $165 million to certain investors in exchange for Sonder’s agreement to issue the investors shares of its capital stock upon the occurrence of certain events described in the Note Purchase Agreement dated March 12, 2021. Sonder’s investors and their affiliates held $43.3 million of the Convertible Notes. The Convertible Notes automatically converted into shares of Sonder common stock immediately prior to the consummation of the Business Combination. See Note 5. Debt for details of the transaction.

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Accounts receivable, allowance for credit loss	$ 255	$ 4,127

Fair value measurement and financial instruments - Narrative (Details) $ / shares in Units, $ in Millions	Jan. 18, 2022 $ / shares shares	Jun. 30, 2022 USD ($) $ / shares	Jan. 31, 2022 $ / shares
Common Stock
Class of Warrant or Right [Line Items]
Aggregate number of contingently issuable shares (in shares) \| shares	14,500,000
Public Warrants
Class of Warrant or Right [Line Items]
Exercise price (in dollars per share) \| $ / shares	$ 11.50	$ 0.03	$ 11.50
Term of warrants		4 years 7 months 6 days
Public Warrants \| Measurement Input, Price Volatility
Class of Warrant or Right [Line Items]
Warrants liability, measurement input		0.545
Public Warrants \| Gores Metropoulos Sponsor II, LLC
Class of Warrant or Right [Line Items]
Number outstanding (in shares) \| shares	9,000,000
Private Placement Warrant
Class of Warrant or Right [Line Items]
Number outstanding (in shares) \| shares	5,500,000
Exercise price (in dollars per share) \| $ / shares	$ 11.50
Delayed Draw Warrants
Class of Warrant or Right [Line Items]
Exercise price (in dollars per share) \| $ / shares			$ 12.50
Fair value of warrants \| $		$ 5.6

Guarantees and Indemnifications	6 Months Ended
Guarantees and Indemnifications	Jun. 30, 2022
Guarantees and Product Warranties [Abstract]
Guarantees and Indemnifications	Guarantees and Indemnification Indemnifications Sonder has entered into indemnification agreements with all of its directors. The indemnification agreements and its Amended and Restated Bylaws (Bylaws) require Sonder to indemnify these individuals to the fullest extent not prohibited by Delaware law. Subject to certain limitations, the indemnification agreements and Bylaws also require Sonder to advance expenses incurred by its directors. No demands have been made upon Sonder to provide indemnification under the indemnification agreements or the Bylaws, and thus, there are no claims that Sonder is aware of that could have a material adverse effect on its business, results of operations, financial condition, or cash flows. In the ordinary course of business, Sonder has included limited indemnification provisions under certain agreements with parties with whom it has commercial relations of varying scope and terms with respect to certain matters, including losses arising out of its breach of such agreements or out of intellectual property infringement claims made by third parties. It is not possible to determine the maximum potential loss under these indemnification provisions due to the limited history of prior indemnification claims and the unique facts and circumstances involved in each particular provision. To date, no material costs have been incurred, either individually or collectively, in connection with Sonder’s indemnification provisions.

Net Loss Per Common Share - Schedule of Anti-Dilutive Securities (Details) - shares	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total common stock equivalents (in shares)	73,945,000	172,694,000
Options to purchase common stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total common stock equivalents (in shares)	29,235,000	26,409,000
Common stock subject to repurchase or forfeiture
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total common stock equivalents (in shares)	2,173,000	2,693,000
Outstanding market stock units (MSUs)
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total common stock equivalents (in shares)	14,500,000	0
Redeemable convertible preferred stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total common stock equivalents (in shares)	0	111,258,000
Exchangeable shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total common stock equivalents (in shares)	28,037,000	32,334,000

Leases

6 Months Ended

Jun. 30, 2022

Leases [Abstract]

Leases

Sonder leases buildings or portions of buildings for guest usage, warehouses to store furniture, and corporate offices under noncancellable operating lease agreements, which expire through 2039. Sonder is required to pay property taxes, insurance and maintenance costs for certain of these facilities.

Sonder adopted Topic 842 as of January 1, 2022 using the modified retrospective approach. This approach allows entities to either apply the new lease standard to the beginning of the earliest period presented or only to the condensed consolidated financial statements in the period of adoption without restating prior periods. Sonder has elected to apply the new guidance at the date of adoption without restating prior periods. In addition, Sonder elected the package of practical expedients permitted under the transition guidance within the new standard, which allowed it to carry forward the historical determination of contracts as leases, lease classification and not reassess initial direct costs for historical lease arrangements. Accordingly, previously reported financial statements, including footnote disclosures, have not been recast to reflect the application of the new standard to all comparative periods presented.

Sonder has lease agreements with lease and non-lease components, including embedded leases, and has elected to utilize the practical expedient to account for lease and non-lease components together in the condensed consolidated statements of operations.

Operating lease right-of-use (ROU) assets are included within operating lease right-of-use assets in the condensed consolidated balance sheet. The corresponding operating lease liabilities are included within current operating lease liabilities and non-current operating lease liabilities on Sonder’s condensed consolidated balance sheet as of June 30, 2022. ROU assets represent Sonder’s right to use an underlying asset for the lease term and lease liabilities represent Sonder’s obligation to make lease payments arising from the lease.

Adoption of the new lease standard had a material impact on Sonder’s condensed consolidated financial statements. The most significant impacts were the (i) recording of ROU assets of $1.1 billion, and (ii) recording lease liabilities of $1.2 billion, as of January 1, 2022 on the condensed consolidated balance sheets. Sonder also reclassified prepaid expenses of $0.2 million and the deferred rent balance, including tenant improvement allowances, and other liability balances of $31.8 million relating to Sonder’s existing lease arrangements as of December 31, 2021, into the ROU asset balance as of January 1, 2022. The standard did not materially impact Sonder’s condensed consolidated statement of operations and comprehensive loss and condensed consolidated statement of cash flows.

Lease expense for operating lease payments is recognized on a straight-line basis over the lease term. Sonder’s assessed lease terms may include options to extend or terminate the lease when it is reasonably certain that it will exercise that option. Certain operating leases provide for annual increases to lease payments based on an index or rate. Sonder estimates the annual increase in lease payments based on the index or rate at the lease commencement date, for both Sonder’s historical leases and for new leases commencing after January 1, 2022.

Components of operating lease expense were as follows (in thousands):


	Three Months Ended		Six Months Ended
	June 30, 2022
Operating lease cost	$	65,876	$	128,823
Short-term lease cost	477		479
Variable lease cost	944		1,587
Total operating lease cost	$	67,297	$	130,889

Supplemental information related to operating leases was as follows (in thousands):


	Three Months Ended		Six Months Ended
	June 30, 2022
Cash payments for operating leases	$	56,838	$	106,603
New operating lease ROU assets obtained in exchange for operating lease liabilities	$	11,968	$	126,868

As of June 30, 2022, the weighted average remaining lease term was 7.4 years and the weighted average discount rate used to determine the net present value of the lease liabilities was 9.4%.

As of June 30, 2022, remaining maturities of operating lease obligations are as follows (in thousands):


As of June 30, 2022	Amount
remaining six months of 2022	$	126,755
2023	254,295
2024	241,299
2025	225,470
2026	197,944
2027	159,325
Thereafter	471,024
Gross lease payments	1,676,112
Less imputed interest	485,743
Total operating lease obligations, net 1	$	1,190,369
1 Total operating lease obligations, net excludes $12 million of FF&E allowances for leases that have not yet commenced. As such, total operating lease obligations, net per the above table does not agree to the condensed consolidated balance sheet.

Sonder does not have material lease receivables from noncancellable lease contracts that would reduce the total contractual operating lease obligations. As of June 30, 2022, the Company has entered into leases that have not yet commenced with

future lease payments totaling $1.9 billion, excluding purchase options, that are not yet recorded on the condensed consolidated balance sheets and are not reflected in the above table. These leases will commence between 2022 and 2026 with non-cancelable lease terms of one to 17 years.

Rental expense for operating leases for the three months ended June 30, 2022 and 2021 was $65.8 million and $40.7 million, respectively, of which $64.5 million and $38.3 million, respectively, is recognized in cost of revenues, $0.2 million and $1.8 million, respectively, in operations and support, and $1.1 million and $0.6 million, respectively, in general and administrative. Rental expense for operating leases for the six months ended June 30, 2022 and 2021 was $130.9 million and $78.6 million, respectively, of which $128.1 million and $74.2 million, respectively, is recognized in cost of revenues, $0.9 million and $2.7 million respectively, in operations and support, and $1.9 million and $1.7 million, respectively, in general and administrative.

Supplemental Information for Comparative Periods

As of December 31, 2021, prior to the adoption of Topic 842, future minimum payments lease payments under non-cancelable operating leases were as follows (in millions):


As of December 31, 2021	Amount
2022	$	279,093
2023	366,299
2024	418,156
2025	433,541
2026	403,582
Thereafter	1,641,237
Total minimum future lease payments	$	3,541,908

Cover Page - shares	6 Months Ended
Cover Page - shares	Jun. 30, 2022	Aug. 09, 2022
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2022
Document Transition Report	false
Entity File Number	001-39907
Entity Registrant Name	Sonder Holdings Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-2097088
Entity Address, Address Line One	101 15th Street
Entity Address, City or Town	San Francisco
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94103
City Area Code	617
Local Phone Number	300-0956
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Smaller Reporting Company	false
Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		217,458,738
Entity Central Index Key	0001819395
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q2
Amendment Flag	false
Common Stock, par value $0.0001 per share
Document Information [Line Items]
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	SOND
Security Exchange Name	NASDAQ
Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share
Document Information [Line Items]
Title of 12(b) Security	Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share
Trading Symbol	SONDW
Security Exchange Name	NASDAQ

Preferred and Common Stock Warrants - Schedule of Preferred Stock Warrants Outstanding (Details)	Jun. 30, 2022 $ / shares shares
Series A
Class of Warrant or Right [Line Items]
Number outstanding (in shares) \| shares	59,440
Exercise price (in dollars per share) \| $ / shares	$ 1.36
Series B
Class of Warrant or Right [Line Items]
Number outstanding (in shares) \| shares	57,696
Exercise price (in dollars per share) \| $ / shares	$ 2.40
Series C
Class of Warrant or Right [Line Items]
Number outstanding (in shares) \| shares	218,417
Exercise price (in dollars per share) \| $ / shares	$ 5.04
Series D
Class of Warrant or Right [Line Items]
Number outstanding (in shares) \| shares	71,456
Exercise price (in dollars per share) \| $ / shares	$ 10.50

Exchangeable shares and redeemable convertible preferred stock - Schedule of Exchangeable and redeemable Convertible Preferred Stock (Details) - USD ($) $ / shares in Units, $ in Thousands		3 Months Ended	6 Months Ended
	Jan. 18, 2022	Jun. 30, 2021	Jun. 30, 2021	Jun. 30, 2022	Mar. 31, 2022	Jan. 17, 2022	Dec. 31, 2021	Mar. 31, 2021	Dec. 31, 2020
Temporary Equity [Line Items]
Net carrying value				$ 0			$ 568,483
Issuance of common stock upon exercise of common stock warrants		$ 120	$ 120
Total exchangeable shares
Temporary Equity [Line Items]
Mezzanine equity, shares authorized (in shares)							35,193,000
Mezzanine equity, shares outstanding (in shares)							21,991,000
Net carrying value							$ 49,733
Aggregate liquidation preference							$ 49,733
Series AA Common \| Common Stock
Temporary Equity [Line Items]
Shares outstanding (in shares)						21,991,418
Series Seed 1
Temporary Equity [Line Items]
Mezzanine equity, shares authorized (in shares)							2,589,000
Mezzanine equity, shares outstanding (in shares)							2,589,000
Issuance price per share (in dollars per share)							$ 0.53
Net carrying value							$ 1,359
Aggregate liquidation preference							$ 1,372
Series Seed 2
Temporary Equity [Line Items]
Mezzanine equity, shares authorized (in shares)							1,209,000
Mezzanine equity, shares outstanding (in shares)							1,209,000
Issuance price per share (in dollars per share)							$ 0.50
Net carrying value							$ 606
Aggregate liquidation preference							$ 605
Series Seed 3
Temporary Equity [Line Items]
Mezzanine equity, shares authorized (in shares)							704,000
Mezzanine equity, shares outstanding (in shares)							704,000
Issuance price per share (in dollars per share)							$ 1.09
Net carrying value							$ 787
Aggregate liquidation preference							$ 768
Series A
Temporary Equity [Line Items]
Mezzanine equity, shares authorized (in shares)							183,000
Mezzanine equity, shares outstanding (in shares)							183,000
Issuance price per share (in dollars per share)							$ 1.36
Net carrying value							$ 250
Aggregate liquidation preference							$ 250
Series B
Temporary Equity [Line Items]
Mezzanine equity, shares authorized (in shares)							2,336,000
Mezzanine equity, shares outstanding (in shares)							2,336,000
Issuance price per share (in dollars per share)							$ 2.40
Net carrying value							$ 5,610
Aggregate liquidation preference							$ 5,605
Series C
Temporary Equity [Line Items]
Mezzanine equity, shares authorized (in shares)							3,175,000
Mezzanine equity, shares outstanding (in shares)							3,175,000
Issuance price per share (in dollars per share)							$ 5.04
Net carrying value							$ 15,991
Aggregate liquidation preference							$ 16,003
Series D
Temporary Equity [Line Items]
Mezzanine equity, shares authorized (in shares)							2,058,000
Mezzanine equity, shares outstanding (in shares)							1,953,000
Issuance price per share (in dollars per share)							$ 10.50
Net carrying value							$ 20,600
Aggregate liquidation preference							$ 20,600
Series E
Temporary Equity [Line Items]
Mezzanine equity, shares authorized (in shares)							421,000
Mezzanine equity, shares outstanding (in shares)							421,000
Issuance price per share (in dollars per share)							$ 10.77
Net carrying value							$ 4,530
Aggregate liquidation preference							$ 4,530
Total redeemable convertible preferred stock
Temporary Equity [Line Items]
Mezzanine equity, shares authorized (in shares)							173,803,000
Mezzanine equity, shares outstanding (in shares)		111,257,435	111,257,435	0		75,757,555	75,767,000		111,121,045
Net carrying value		$ 518,750	$ 518,750	$ 0			$ 518,750		$ 517,730
Aggregate liquidation preference							$ 529,938
Series Seed 1
Temporary Equity [Line Items]
Mezzanine equity, shares authorized (in shares)							3,703,000
Mezzanine equity, shares outstanding (in shares)							785,000
Issuance price per share (in dollars per share)							$ 0.53
Net carrying value							$ 269
Aggregate liquidation preference							$ 416
Series Seed 1-A
Temporary Equity [Line Items]
Mezzanine equity, shares authorized (in shares)							3,703,000
Mezzanine equity, shares outstanding (in shares)							328,000
Issuance price per share (in dollars per share)							$ 0.53
Net carrying value							$ 174
Aggregate liquidation preference							$ 174
Series Seed 2
Temporary Equity [Line Items]
Mezzanine equity, shares authorized (in shares)							1,720,000
Mezzanine equity, shares outstanding (in shares)							471,000
Issuance price per share (in dollars per share)							$ 0.50
Net carrying value							$ 222
Aggregate liquidation preference							$ 235
Series Seed 2-A
Temporary Equity [Line Items]
Mezzanine equity, shares authorized (in shares)							1,720,000
Mezzanine equity, shares outstanding (in shares)							39,000
Issuance price per share (in dollars per share)							$ 0.50
Net carrying value							$ 20
Aggregate liquidation preference							$ 20
Series Seed 3
Temporary Equity [Line Items]
Mezzanine equity, shares authorized (in shares)							704,000
Mezzanine equity, shares outstanding (in shares)							0
Issuance price per share (in dollars per share)							$ 1.09
Net carrying value							$ 0
Aggregate liquidation preference							$ 0
Series Seed 3-A
Temporary Equity [Line Items]
Mezzanine equity, shares authorized (in shares)							704,000
Mezzanine equity, shares outstanding (in shares)							0
Issuance price per share (in dollars per share)							$ 1.09
Net carrying value							$ 0
Aggregate liquidation preference							$ 0
Series A
Temporary Equity [Line Items]
Mezzanine equity, shares authorized (in shares)							7,023,000
Mezzanine equity, shares outstanding (in shares)							6,780,000
Issuance price per share (in dollars per share)							$ 1.36
Net carrying value							$ 9,241
Aggregate liquidation preference							$ 9,221
Series A-1
Temporary Equity [Line Items]
Mezzanine equity, shares authorized (in shares)							7,023,000
Mezzanine equity, shares outstanding (in shares)							0
Issuance price per share (in dollars per share)							$ 1.36
Net carrying value							$ 0
Aggregate liquidation preference							$ 0
Series B
Temporary Equity [Line Items]
Mezzanine equity, shares authorized (in shares)							15,611,000
Mezzanine equity, shares outstanding (in shares)							13,218,000
Issuance price per share (in dollars per share)							$ 2.40
Net carrying value							$ 27,105
Aggregate liquidation preference							$ 31,723
Series B-1
Temporary Equity [Line Items]
Mezzanine equity, shares authorized (in shares)							15,611,000
Mezzanine equity, shares outstanding (in shares)							0
Issuance price per share (in dollars per share)							$ 2.40
Net carrying value							$ 0
Aggregate liquidation preference							$ 0
Series C
Temporary Equity [Line Items]
Mezzanine equity, shares authorized (in shares)							19,071,000
Mezzanine equity, shares outstanding (in shares)							12,144,000
Issuance price per share (in dollars per share)							$ 5.04
Net carrying value							$ 56,496
Aggregate liquidation preference							$ 61,204
Series C-1
Temporary Equity [Line Items]
Mezzanine equity, shares authorized (in shares)							19,071,000
Mezzanine equity, shares outstanding (in shares)							3,514,000
Issuance price per share (in dollars per share)							$ 5.04
Net carrying value							$ 17,708
Aggregate liquidation preference							$ 17,708
Series D
Temporary Equity [Line Items]
Mezzanine equity, shares authorized (in shares)							21,603,000
Mezzanine equity, shares outstanding (in shares)							3,482,000
Issuance price per share (in dollars per share)							$ 10.50
Net carrying value							$ 35,808
Aggregate liquidation preference							$ 36,560
Series D-1
Temporary Equity [Line Items]
Mezzanine equity, shares authorized (in shares)							21,603,000
Mezzanine equity, shares outstanding (in shares)							16,049,000
Issuance price per share (in dollars per share)							$ 10.50
Net carrying value							$ 168,518
Aggregate liquidation preference							$ 168,518
Series E
Temporary Equity [Line Items]
Mezzanine equity, shares authorized (in shares)							34,933,000
Mezzanine equity, shares outstanding (in shares)							18,956,000
Issuance price per share (in dollars per share)							$ 10.77
Net carrying value							$ 203,189
Aggregate liquidation preference							$ 204,159
Common Stock
Temporary Equity [Line Items]
Shares authorized (in shares)	400,000,000
Shares issued upon conversion (in shares)	111,271,424
Issuance of common stock upon exercise of common stock warrants	$ 518,800
Common Stock \| Common Stock
Temporary Equity [Line Items]
Shares outstanding (in shares)		11,929,282	11,929,282	189,343,553	184,678,577			10,908,802	10,529,340
Post-Combination Exchangeable Common Shares
Temporary Equity [Line Items]
Shares authorized (in shares)				40,000,000
Shares outstanding (in shares)				28,037,196
Post-Combination Exchangeable Common Shares \| Common Stock
Temporary Equity [Line Items]
Shares outstanding (in shares)				28,037,196	32,296,539
Shares issued upon conversion (in shares)	32,296,539
Issuance of common stock upon exercise of common stock warrants	$ 49,700

Fair value measurement and financial instruments - Financial Liabilities Measured at Fair Value (Details) - USD ($) $ in Thousands	3 Months Ended	6 Months Ended	12 Months Ended
	Jun. 30, 2022	Jun. 30, 2022	Dec. 31, 2021
Public Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Decrease in fair value	$ (7,000)	$ (23,300)
Ending balance	300	300
Private Placement Warrant
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Decrease in fair value	(4,300)	(14,300)
Ending balance	200	200
Level 3 \| Fair Value, Recurring
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance		33,610	$ 1,140
Ending balance	$ 435	435	33,610
Level 3 \| Fair Value, Recurring \| Public Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Recognition		23,604
Decrease in fair value		(23,334)
Level 3 \| Fair Value, Recurring \| Private Placement Warrant
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Recognition		14,465
Decrease in fair value		(14,300)
Level 3 \| Fair Value, Recurring \| Share-Settled Redemption Feature
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Recognition			45,156
Decrease in fair value		(30,322)	(14,834)
Level 3 \| Fair Value, Recurring \| Preferred Stock Warrant Liabilities
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Decrease in fair value			$ 2,148
Conversion of preferred stock warrant liabilities to equity		$ (3,288)

Net Loss Per Common Share (Tables)

6 Months Ended

Jun. 30, 2022

Earnings Per Share [Abstract]

Schedule of Basic and Diluted Loss per Share

The following table sets forth the computation of basic and diluted net loss per share (in thousands, except number of shares and per share amounts):


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Basic net loss per share:
Numerator
Net loss	$	(43,775)	$	(73,949)	$	(21,383)	$	(152,490)
Less: Net loss attributable to convertible preferred stock and exchangeable preferred stockholders	—		—		1,180		—
Net loss attributable to common stockholders	$	(43,775)	$	(73,949)	$	(20,203)	$	(152,490)
Denominator
Basic weighted-average common shares used in computing basic net loss per share	215,085,516		11,538,790		197,658,542		11,099,760
Basic net loss per share attributable to common stockholders	$	(0.20)	$	(6.41)	$	(0.10)	$	(13.74)

Schedule of Antidilutive Securities

The following potential common shares outstanding were excluded from the computation of diluted net loss per share because including them would have been anti-dilutive (in thousands):


	As of June 30,
	2022	2021
Options to purchase common stock	29,235	26,409
Common stock subject to repurchase or forfeiture	2,173	2,693
Outstanding market stock units (MSUs)	14,500	—
Redeemable convertible preferred stock(1)	—	111,258
Exchangeable shares	28,037	32,334
Total common stock equivalents	73,945	172,694

____________

(1)Includes the warrants reclassified to equity as of June 30, 2022 and those issued in connection with the 2018 Loan and Security Agreement and related amendment as of December 31, 2021.

CONDENSED CONSOLIDATED STATEMENTS OF MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY (DEFICIT) - USD ($) $ in Thousands	Total	Pro Forma	Previously Reported	Sonder Legacy Warrants	Delayed Draw Warrants	Additional Paid-in Capital	Additional Paid-in Capital Pro Forma	Additional Paid-in Capital Previously Reported	Additional Paid-in Capital Sonder Legacy Warrants	Additional Paid-in Capital Delayed Draw Warrants	Accumulated Other Comprehensive Income (loss)	Accumulated Other Comprehensive Income (loss) Pro Forma	Accumulated Other Comprehensive Income (loss) Previously Reported	Accumulated Deficit	Accumulated Deficit Pro Forma	Accumulated Deficit Previously Reported	Redeemable Convertible Preferred Stock	Redeemable Convertible Preferred Stock Pro Forma	Redeemable Convertible Preferred Stock Previously Reported	Redeemable Convertible Preferred Stock Revision of Prior Period, Adjustment	Exchangeable Preferred Stock	Exchangeable Preferred Stock Pro Forma	Exchangeable Preferred Stock Previously Reported	Exchangeable Preferred Stock Revision of Prior Period, Adjustment	Common Stock Common Stock	Common Stock Common Stock Pro Forma	Common Stock Common Stock Previously Reported	Common Stock Common Stock Revision of Prior Period, Adjustment	Common Stock Common Stock Sonder Legacy Warrants	Exchangeable AA Stock Common Stock	Exchangeable AA Stock Common Stock Pro Forma	Exchangeable AA Stock Common Stock Previously Reported	Exchangeable AA Stock Common Stock Revision of Prior Period, Adjustment	Post-Combination Exchangeable Common Shares	Post-Combination Exchangeable Common Shares Common Stock	Post-Combination Exchangeable Common Shares Common Stock Pro Forma
Mezzanine equity, beginning balance (in shares) at Dec. 31, 2020																	111,121,045		75,664,679	35,456,366	18,474,628		12,579,755	5,894,873
Mezzanine equity, beginning balance at Dec. 31, 2020																	$ 517,730		$ 517,730		$ 49,733		$ 49,733
Increase (Decrease) in Mezzanine Equity
Issuance of Series E Convertible Preferred Stock, net of issuance costs (in shares)																	136,390
Issuance of Series E Convertible Preferred Stock, net of issuance costs																	$ 1,020
Mezzanine equity, ending balance (in shares) at Jun. 30, 2021																	111,257,435				18,474,628
Mezzanine equity, ending balance at Jun. 30, 2021																	$ 518,750				$ 49,733
Beginning balance (in shares) at Dec. 31, 2020																									10,529,340		7,169,758	3,359,582		13,859,669		9,437,358	4,422,311
Beginning balance at Dec. 31, 2020	$ (500,860)		$ (500,860)			$ 13,898		$ 13,898			$ 5,666		$ 5,666	$ (520,425)		$ (520,425)									$ 1		$ 1
Increase (Decrease) in Stockholders' Equity (Deficit)
Issuance of common stock upon exercise of stock options (in shares)																									1,317,590
Issuance of common stock upon exercise of stock options	2,123					2,123
Issuance of common stock upon exercise of common stock warrants (in shares)																									82,352
Issuance of common stock upon exercise of common stock warrants	120					120
Stock-based compensation	16,601					16,601
Components of comprehensive loss:
Net loss	(152,490)													(152,490)
Other comprehensive income	2,834										2,834
Ending balance (in shares) at Jun. 30, 2021																									11,929,282					13,859,669
Ending balance at Jun. 30, 2021	(631,672)					32,742					8,500			(672,915)											$ 1
Mezzanine equity, ending balance (in shares) at Jun. 30, 2021																	111,257,435				18,474,628
Mezzanine equity, ending balance at Jun. 30, 2021																	$ 518,750				$ 49,733
Beginning balance (in shares) at Mar. 31, 2021																									10,908,802
Beginning balance at Mar. 31, 2021	(563,357)					28,797					6,811			(598,966)
Increase (Decrease) in Stockholders' Equity (Deficit)
Issuance of common stock upon exercise of stock options (in shares)																									938,128
Issuance of common stock upon exercise of stock options	1,377					1,377
Issuance of common stock upon exercise of common stock warrants (in shares)																									82,352
Issuance of common stock upon exercise of common stock warrants	120
Stock-based compensation	2,448					2,448
Components of comprehensive loss:
Net loss	(73,949)													(73,949)
Other comprehensive income	1,689										1,689
Ending balance (in shares) at Jun. 30, 2021																									11,929,282					13,859,669
Ending balance at Jun. 30, 2021	(631,672)					32,742					8,500			(672,915)											$ 1
Mezzanine equity, beginning balance (in shares) at Dec. 31, 2021																	75,767,000	111,271,424	75,767,082	35,504,342		18,460,609	12,570,228	5,890,381
Mezzanine equity, beginning balance at Dec. 31, 2021	568,483																$ 518,750	$ 518,750	$ 518,750		$ 49,733	$ 49,733	$ 49,733
Increase (Decrease) in Mezzanine Equity
Conversion of stock (in shares)																	(111,271,424)				(18,460,609)
Conversion of stock																	$ (518,750)				$ (49,733)
Mezzanine equity, ending balance (in shares) at Jun. 30, 2022																	0				0
Mezzanine equity, ending balance at Jun. 30, 2022	0																$ 0				$ 0
Beginning balance (in shares) at Dec. 31, 2021																										12,751,662	8,684,246	4,067,416			13,835,930	9,421,190	4,414,740			0
Beginning balance at Dec. 31, 2021	(764,406)	$ (764,406)	$ (764,406)				$ 43,106	$ 43,106				$ 7,299	$ 7,299		$ (814,812)	$ (814,812)										$ 1	$ 1
Increase (Decrease) in Stockholders' Equity (Deficit)
Issuance of common stock upon exercise of stock options (in shares)																									738,834
Issuance of common stock upon exercise of stock options	1,447					1,447
Vesting of restricted stock units (in shares)																									29,742
Vesting of restricted stock units	57					57
Conversion of Sonder Legacy Warrants from liabilities to equity	2,111					2,111
CEO promissory note settlement (in shares)																									(2,725,631)
Conversion of warrants (in shares)																													155,239
Conversion of warrants				$ 1,243					$ 1,243
Conversion of Convertible Note (in shares)																									19,017,105
Conversion of Convertible Note	159,173					159,172																			$ 1
Conversion of Preferred stock (in shares)																									111,271,424
Conversion of Preferred stock	518,761					518,750																			$ 11
Conversion of Exchangeable stock (in shares)																									4,259,343					(13,835,930)					28,037,196
Conversion of Exchangeable stock	49,733					49,733
Issuance of common stock in connection with Business Combination and PIPE offering (in shares)																									43,845,835
Issuance of common stock in connection with Business Combination and PIPE offering	267,362					267,355																			$ 7
Assumption of SPAC Warrants upon Business Combination	(38,135)					(38,135)
Earn Out liability recognized upon consummation of the merger	(98,117)					(98,117)
Issuance of Delayed Draw Warrants					$ 5,598					$ 5,598
Stock-based compensation	11,734					11,734
Components of comprehensive loss:
Net loss	(21,383)													(21,383)
Change in Cumulative Translation Adjustment	7,084										7,084
Ending balance (in shares) at Jun. 30, 2022																									189,343,553					0				28,037,196	28,037,196
Ending balance at Jun. 30, 2022	102,262					924,054					14,383			(836,195)											$ 20
Mezzanine equity, ending balance (in shares) at Jun. 30, 2022																	0				0
Mezzanine equity, ending balance at Jun. 30, 2022	0																$ 0				$ 0
Beginning balance (in shares) at Mar. 31, 2022																									184,678,577										32,296,539
Beginning balance at Mar. 31, 2022	135,267					918,369					9,298			(792,420)											$ 20
Increase (Decrease) in Stockholders' Equity (Deficit)
Issuance of common stock upon exercise of stock options (in shares)																									375,891
Issuance of common stock upon exercise of stock options	574					574
Vesting of restricted stock units (in shares)																									29,742
Vesting of restricted stock units	57					57
Conversion of Exchangeable stock (in shares)																									4,259,343										(4,259,343)
Stock-based compensation	5,054					5,054
Components of comprehensive loss:
Net loss	(43,775)													(43,775)
Change in Cumulative Translation Adjustment	5,085										5,085
Ending balance (in shares) at Jun. 30, 2022																									189,343,553					0				28,037,196	28,037,196
Ending balance at Jun. 30, 2022	$ 102,262					$ 924,054					$ 14,383			$ (836,195)											$ 20

Stockholders’ Equity (Deficit) - Schedule of Stock-Based Compensation (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	$ 5,054	$ 2,448	$ 11,734	$ 16,601
Operations and support
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	1,042	534	1,972	940
General and administrative
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	3,091	1,628	8,020	15,119
Research and development
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	844	286	1,586	541
Sales and marketing
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	$ 77	$ 0	$ 156	$ 1

Net Loss Per Common Share - Schedule of Basic Earnings per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Numerator
Net loss	$ (43,775)	$ (73,949)	$ (21,383)	$ (152,490)
Less: Net loss attributable to convertible preferred stock and exchangeable preferred stockholders	0	0	1,180	0
Net loss attributable to common stockholders	$ (43,775)	$ (73,949)	$ (20,203)	$ (152,490)
Denominator
Basic weighted-average common shares used in computing basic net loss per share (in shares)	215,085,516	11,538,790	197,658,542	11,099,760
Basic net loss per share attributable to common stockholders (in dollars per share)	$ (0.20)	$ (6.41)	$ (0.10)	$ (13.74)

- 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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The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities; of income (loss) available to common shareholders.

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Fair value measurement and financial instruments

6 Months Ended

Jun. 30, 2022

Fair Value Disclosures [Abstract]

Fair value measurement and financial instruments

Sonder follows the ASC 820 fair value hierarchy established under the standards of U.S. GAAP to determine the fair value of its financial instruments as follows:

Level 1—Inputs are unadjusted quoted prices in active markets for identical assets or liabilities.

Level 2—Inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the assets or liabilities, either directly or indirectly through market corroboration, for substantially the full term of the financial instruments.

Level 3—Unobservable inputs for which there is little or no market data that is significant to the fair value of the assets or liabilities. Consideration is given to the risk inherent in the valuation technique and the inputs to the model.

A financial instrument’s classification within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.

Liabilities Measured at Fair Value on a Recurring Basis

As of December 31, 2021, Sonder did not have observable inputs for the valuation of its preferred stock warrant liabilities or the share-settled redemption feature related to Sonder’s convertible promissory notes (Convertible Notes).

The Convertible Notes were initially separated into debt and the share-settled redemption feature components and assigned a fair value. The value assigned to the debt component was the estimated fair value as of the issuance date of similar debt without the share-settled redemption feature. The difference between the cash proceeds and the estimated fair value represented the value which was assigned to the share-settled redemption feature and recorded as a debt discount. The significant unobservable input used in the fair value measurement of the Convertible Notes and the share-settled redemption feature was the fair value of the underlying stock at the valuation measurement date.

As of December 31, 2021, the fair value of the preferred stock warrant liabilities was based in part on aggregate equity value indications, consistent with the analysis for Sonder’s common stock valuation using the option pricing method. The significant unobservable input used in the fair value measurement of the preferred stock warrant liabilities was the fair value of the underlying preferred stock at the valuation measurement date.

On January 18, 2022, upon the closing of the Business Combination, the outstanding principal and accrued and unpaid interest of the Convertible Notes and the preferred stock warrants were converted to equity. As such, there were no share-settled redemption features or preferred stock warrant liabilities as of June 30, 2022.

SPAC Warrants

As part of the GMII initial public offering (GMII IPO), GMII issued 9,000,000 public warrants (the Public Warrants) and 5,500,000 private placement warrants (the Private Placement Warrants), each of which is exercisable at a price of $11.50 per share (the SPAC Warrants).

Sonder has determined that the Public Warrants issued in the GMII IPO, which remained outstanding at the closing of the Business Combination and became exercisable for shares of Sonder’s common stock, are subject to treatment as a liability. As of the closing of the Business Combination and June 30, 2022, Sonder utilized a Monte Carlo simulation methodology to value the Public Warrants using Level 3 inputs, as Sonder did not have observable inputs for the valuation. The significant unobservable inputs used in the fair value measurement of the Public Warrants liability are related to expected share-price volatility of 54.5% and the expected term of 4.6 years. The Public Warrants were valued at $0.03 per warrant at June 30, 2022.

The fair value of the Private Placement Warrants was deemed to be equal to the fair value of the Public Warrants since the Private Placement Warrants have similar terms and are subject to substantially the same redemption features as the Public Warrants. Sonder determined that the fair value of each Private Placement Warrant is equivalent to that of each Public Warrant because the transfer of the Private Placement Warrants to anyone outside of a small group of individuals constituting the sponsors would result in the Private Placement Warrants having substantially the same terms as the Public Warrants. As such, the estimated fair value of the Private Placement Warrants is classified as a Level 3 fair value measurement

Refer to Note 7. Preferred and Common Stock Warrants for further details on the SPAC Warrants.

Earn Out

In addition to the consideration paid at the closing of the Business Combination, certain investors may receive their pro rata share of up to an aggregate of 14,500,000 additional shares of Sonder’s common stock (the Earn Out) as consideration as a result of the common stock achieving certain benchmark share prices as contemplated by the Merger Agreement.

Sonder has determined that the Earn Out is subject to treatment as a liability. Sonder utilized a Monte Carlo simulation methodology to value the Earn Out using Level 2 inputs. The key assumptions used in the Monte Carlo simulation are related to expected share-price volatility, expected term, risk-free interest rate and dividend yield. The expected volatility as of June 30, 2022 was derived from the volatility of comparable public companies.

Sonder did not have any assets or liabilities measured at Level 1 as of June 30, 2022 on a recurring or non-recurring basis. As of June 30, 2022, the Earn Out liability, Public Warrants liability and Private Placement Warrants liability were

recorded in other non-current liabilities in the condensed consolidated balance sheet. The following table summarizes Sonder’s Level 2 and Level 3 financial liabilities measured at fair value on a recurring basis (in thousands):


	June 30, 2022
	Level 2		Level 3		Total
Financial liabilities:
Other non-current liabilities:
Earn Out liability	$	1,595	$	—	$	1,595
Public Warrants	—		270		270
Private Placement Warrants	—		165		165
Total financial liabilities measured and recorded at fair value	$	1,595	$	435	$	2,030


	December 31, 2021
	Level 3
Financial liabilities:
Other non-current liabilities:
Preferred stock warrant liabilities	$	3,288
Share-settled redemption feature	30,322
Total financial liabilities measured and recorded at fair value	$	33,610

The following table presents changes in Sonder’s Level 3 liabilities measured at fair value for the six months ended June 30, 2022 (in thousands):


	June 30, 2022
	Level 3
Beginning balance	$	33,610
Public Warrants liability	23,604
Private Placement Warrants liability	14,465
Decrease in fair value of share-settled redemption feature upon conversion of Convertible Notes	(30,322)
Decrease in fair value of Public Warrants liability	(23,334)
Decrease in fair value of Private Placement Warrants liability	(14,300)
Conversion of preferred stock warrant liabilities to equity	(3,288)
Total financial liabilities measured and recorded at fair value	$	435

The following table presents changes in Sonder’s Level 3 liabilities measured at fair value for the year ended December 31, 2021 (in thousands):


	December 31, 2021
	Level 3
Beginning balance	$	1,140
Recognition of share-settled redemption feature	45,156
Decrease in fair value of share-settled redemption feature	(14,834)
Increase in fair value of preferred stock warrant liabilities	2,148
Total financial liabilities measured and recorded at fair value	$	33,610

As of December 31, 2021, the share-settled redemption feature and the preferred stock warrant liabilities were recorded in convertible notes and other non-current liabilities, respectively, in the condensed consolidated balance sheet.

There were no transfers of financial instruments between valuation levels during the three and six months ended June 30, 2022 and the year ended December 31, 2021.

Sonder estimates that the fair value of its restricted cash, accounts receivable, prepaid rent, prepaid expenses, other current assets, accounts payable, accrued liabilities, sales tax payable, deferred revenue, current portion of long-term debt, convertible notes and other current liabilities approximates carrying value due to the relatively short maturity of the instruments. The carrying value of Sonder’s long-term debt approximates fair value because it bears interest at market rate and all other terms are also reflective of current market terms.

The fair value of the warrants (Delayed Draw Warrants) issued in connection with the delayed draw term loan (Delayed Draw Notes) was estimated by separating the Delayed Draw Notes into the debt and warrants components and assigning a fair value to each component. The value assigned to the debt component was the estimated fair value as of the issuance date of similar debt without the warrants. The difference between the cash proceeds and the estimated fair value represented the value which was assigned to the Delayed Draw Warrants and recorded as a debt discount. As of the closing of the Business Combination, the fair value of the Delayed Draw Warrants was $5.6 million and was included in additional paid in capital in the condensed consolidated balance sheet.

These assumptions are inherently subjective and involve significant management judgment. Any change in fair value is recognized as a component of other expense (income), net, on the condensed consolidated statements of operations and comprehensive

- 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

Preferred and Common Stock Warrants

6 Months Ended

Jun. 30, 2022

Warrants and Rights Note Disclosure [Abstract]

Preferred and Common Stock Warrants

Preferred Stock Warrants


Type of Warrant	Number Outstanding	Issuance Date	Exercise Price		Expiration Date
Series A	59,440	10/20/2016	$	1.36	10/20/2026
Series B	57,696	1/30/2018	$	2.40	1/30/2028
Series C	218,417	12/28/2018	$	5.04	12/28/2025
Series D	71,456	2/21/2020	$	10.50	2/21/2027

Common Stock Warrants

Delayed Draw Warrants

Public Warrants

Private Placement Warrants

Common Stock

Legacy Sonder Redeemable Convertible Preferred Stock

which closed on January 18, 2022). Refer to Note 10. Exchangeable shares and redeemable convertible preferred stock for further details.

As of June 30, 2022, Sonder has reserved the following shares of common stock for future issuance:


			June 30, 2022
Conversion of exchangeable shares			40,000,000
Outstanding stock options			29,235,358
Outstanding restricted stock units (RSUs)			9,889,782
Outstanding market stock units (MSUs)			14,499,972
Outstanding warrants liability			14,499,966
Shares issuable pursuant to Earn Out liability			14,500,000
Outstanding Delayed Draw Note warrants liability			2,475,000
Shares available for grant under the ESPP			6,564,031
Shares available for grant under the 2021 Equity Incentive Plan			19,515,277
Total common stock reserved for future issuance			151,179,386

As of December 31, 2021, Sonder reserved the following shares of common stock for future issuance:


						December 31, 2021
Conversion of preferred stock and exchangeable shares(1)						208,995,747
Outstanding stock options						19,865,244
Options available for grant under the 2019 Equity Incentive Plan						1,859,784
Total common stock reserved for future issuance						230,720,775

____________

(1)Includes the warrants reclassified to equity as of December 31, 2021 and those issued in connection with the 2018 Loan and Security Agreement and related amendment as of December 31, 2021.

- Definition

+ References

+ Details

Commitments and Contingencies	6 Months Ended
Commitments and Contingencies	Jun. 30, 2022
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies Surety Bonds A portion of Sonder’s leases are supported by surety bonds provided by affiliates of certain insurance companies. As of June 30, 2022, Sonder had commitments from five surety providers in the amount of $67.3 million, of which $33.4 million was outstanding. The availability, terms and conditions, and pricing of bonding capacity are dependent on, among other things, continued financial strength and stability of the insurance company affiliates providing the bonding capacity, general availability of such capacity and Sonder’s corporate credit rating. Legal and Regulatory Matters Sonder has been and expects to continue to become involved in litigation or other legal proceedings from time to time, including the matters described below. Except as described below, Sonder is not currently a party to any litigation or legal proceedings that, in the opinion of Sonder’s management, are likely to have a material adverse effect on Sonder’s business. Regardless of outcome, litigation and other legal proceedings can have an adverse impact on Sonder because of defense and settlement costs, diversion of management resources, possible restrictions on our business as a result of settlement or adverse outcomes, and other factors. In late February 2020, Sonder was informed about an investigation underway by the New York City Department of Health and Mental Hygiene relating to possible Legionella bacteria contamination in the water supply at 20 Broad Street, New York, NY (Broad Street Property). Due to the failure of the owner of the Broad Street Property (Broad Street Landlord) to address the Legionella bacteria contamination and the associated health risks posed to Sonder’s guests, Sonder withheld payment of rent to the Broad Street Landlord on grounds of, among other reasons, constructive eviction. On July 30, 2020, the Broad Street Landlord sued Sonder USA Inc., Sonder Canada Inc., and Sonder Holdings Inc. for breach of the lease, seeking no less than $3.9 million in damages. Sonder filed counterclaims against the Broad Street Landlord and the property management company for breach of contract, seeking significant damages. The Broad Street Landlord filed a motion for summary judgment. The hearing and oral argument for the summary judgment motion occurred on December 21, 2021. No ruling was issued by the judge. The motion for summary judgment is now under submission. Sonder intends to vigorously defend itself and believes that the claims of the Broad Street Landlord are without merit. Sonder establishes an accrued liability for loss contingencies related to legal matters when a loss is both probable and reasonably estimable. These accruals represent Sonder’s best estimate of probable losses. Sonder recorded an estimated accrual of $3.4 million and $5.3 million in the condensed consolidated balance sheets as of June 30, 2022 and December 31, 2021, respectively. Sonder’s views and estimates related to these matters may change in the future, as new events and circumstances arise and the matters continue to develop. Until the final resolution of legal matters, there may be an exposure to losses in excess of the amounts accrued. With respect to outstanding legal matters, based on current knowledge, the amount or range of reasonably possible loss will not, either individually or in the aggregate, have a material adverse effect on Sonder’s business, results of operations, financial condition, or cash flows. Legal fees are expensed as incurred.

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Current assets
Cash	$ 359,500	$ 69,726
Restricted cash	1,244	215
Accounts receivable, net of allowance of $255 and $4,127 at June 30, 2022 and December 31, 2021 respectively	7,307	4,638
Prepaid rent	2,316	2,957
Prepaid expenses	9,854	5,029
Other current assets	18,996	16,416
Total current assets	399,217	98,981
Property and equipment, net	35,605	27,461
Operating lease right-of-use assets	1,109,208
Other non-current assets	15,384	22,037
Total assets	1,559,414	148,479
Current liabilities
Accounts payable	15,423	19,096
Accrued liabilities	25,780	19,557
Sales tax payable	12,533	8,412
Deferred revenue	37,749	18,811
Current portion of long-term debt	0	13,116
Convertible notes	0	184,636
Current operating lease liabilities	152,064
Total current liabilities	243,549	263,628
Non-current operating lease liabilities	1,050,285	0
Deferred rent	0	66,132
Long-term debt, net	161,285	10,736
Other non-current liabilities	2,033	3,906
Total liabilities	1,457,152	344,402
Commitments and contingencies (Note 8)
Mezzanine equity:
Total mezzanine equity	0	568,483
Stockholders’ equity (deficit):
Common stock and exchangeable common stock	20	1
Additional paid-in capital	924,054	43,106
Cumulative translation adjustment	14,383	7,299
Accumulated deficit	(836,195)	(814,812)
Total stockholders’ equity (deficit)	102,262	(764,406)
Total liabilities, mezzanine equity and stockholders’ equity (deficit)	1,559,414	148,479
Redeemable Convertible Preferred Stock
Mezzanine equity:
Total mezzanine equity	0	518,750
Exchangeable Preferred Stock
Mezzanine equity:
Total mezzanine equity	$ 0	$ 49,733

Revenue - Disaggregated Revenue by Channel (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Disaggregation of Revenue [Line Items]
Total revenue	$ 121,322	$ 47,269	$ 201,788	$ 78,827
Direct revenue
Disaggregation of Revenue [Line Items]
Total revenue	42,843	23,924	74,777	44,005
Indirect revenue
Disaggregation of Revenue [Line Items]
Total revenue	$ 78,479	$ 23,345	$ 127,011	$ 34,822

- Definition

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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-Name Accounting Standards Codification
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+ Details

Related party transactions (Details) - USD ($) $ in Millions	Feb. 18, 2021	Nov. 15, 2019	Jun. 30, 2022	Dec. 31, 2021	Mar. 31, 2021
Convertible Debt
Related Party Transaction [Line Items]
Aggregate principal amount					$ 165.0
Convertible Notes \| Convertible Debt
Related Party Transaction [Line Items]
Aggregate principal amount					$ 165.0
Convertible Notes \| Convertible Debt \| Sonder Investors and Affiliates
Related Party Transaction [Line Items]
Aggregate principal amount			$ 43.3
Chief Executive Officer
Related Party Transaction [Line Items]
Number of shares granted and available for purchase (in shares)	3,061,794	5,613,290
Chief Executive Officer \| Promissory Note
Related Party Transaction [Line Items]
Amounts due from related party		$ 24.6
Interest on notes receivable from related party				$ 1.1
Related party notes receivable				$ 25.2

Income Taxes - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
Income Taxes - Narrative (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Income Tax Disclosure [Abstract]
Provision for income taxes	$ 117	$ 70	$ 148	$ 93
Effective tax rate	0.30%	0.10%	0.70%	0.10%

- Definition

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

+ References + Details

Net Loss Per Common Share

6 Months Ended

Jun. 30, 2022

Earnings Per Share [Abstract]

Net Loss Per Common Share

Net loss per share calculations for all periods prior to the Business Combination have been retrospectively adjusted for the equivalent number of shares outstanding immediately after the closing of the Business Combination to effect the reverse recapitalization. Subsequent to the Business Combination, net loss per share was calculated based on the weighted average number of common stock then outstanding.

The following table sets forth the computation of basic and diluted net loss per share (in thousands, except number of shares and per share amounts):


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Basic net loss per share:
Numerator
Net loss	$	(43,775)	$	(73,949)	$	(21,383)	$	(152,490)
Less: Net loss attributable to convertible preferred stock and exchangeable preferred stockholders	—		—		1,180		—
Net loss attributable to common stockholders	$	(43,775)	$	(73,949)	$	(20,203)	$	(152,490)
Denominator
Basic weighted-average common shares used in computing basic net loss per share	215,085,516		11,538,790		197,658,542		11,099,760
Basic net loss per share attributable to common stockholders	$	(0.20)	$	(6.41)	$	(0.10)	$	(13.74)

The following potential common shares outstanding were excluded from the computation of diluted net loss per share because including them would have been anti-dilutive (in thousands):


	As of June 30,
	2022	2021
Options to purchase common stock	29,235	26,409
Common stock subject to repurchase or forfeiture	2,173	2,693
Outstanding market stock units (MSUs)	14,500	—
Redeemable convertible preferred stock(1)	—	111,258
Exchangeable shares	28,037	32,334
Total common stock equivalents	73,945	172,694

____________

(1)Includes the warrants reclassified to equity as of June 30, 2022 and those issued in connection with the 2018 Loan and Security Agreement and related amendment as of December 31, 2021.

Business Combination (Tables)

6 Months Ended

Jun. 30, 2022

Business Combination and Asset Acquisition [Abstract]

Schedule of Business Combinations, PIPE and Delayed Draw Notes


Cash - PIPE Financing	$	309,398
Cash - GMII trust and cash, net of redemptions	16,530
Less: transaction costs and advisory fees	(58,555)
Net proceeds from Business Combination and PIPE	$	267,373
Proceeds from Delayed Draw Notes, net of issuance costs of $5,775	159,225
Repayment of debt	(24,680)
Net proceeds from Business Combination, PIPE, and Delayed Draw Notes	$	401,918

Business Combination - Schedule of Business Combination, PIPE and Delayed Draw Notes (Details) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended	6 Months Ended
	Jan. 31, 2022	Mar. 31, 2022	Jun. 30, 2022	Jun. 30, 2021
Business Acquisition [Line Items]
Cash - PIPE Financing and GMII trust and cash, net of redemptions			$ 325,928	$ 162,366
Less: transaction costs and advisory fees		$ (58,555)	(58,600)
Net Business Combination and PIPE		267,373
Proceeds from Delayed Draw Notes, net of issuance costs of $5,775		159,225	159,225	0
Repayment of debt		(24,680)	(24,680)	$ (6,900)
Net Business Combination, PIPE, and Delayed Draw Notes		401,918	$ 401,900
PIPE Financing
Business Acquisition [Line Items]
Cash - PIPE Financing and GMII trust and cash, net of redemptions		309,398
GMII Trust
Business Acquisition [Line Items]
Cash - PIPE Financing and GMII trust and cash, net of redemptions		16,530
Delayed Draw Notes
Business Acquisition [Line Items]
Proceeds from Delayed Draw Notes, net of issuance costs of $5,775	$ 165,000
Issuance costs		$ 5,775