0001819395-22-000147 | 10-Q | XBRL Viewer

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Cover Page - shares	9 Months Ended
Cover Page - shares	Sep. 30, 2022	Nov. 04, 2022
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 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		218,058,524
Entity Central Index Key	0001819395
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q3
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

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Current assets:
Cash	$ 317,324	$ 69,726
Restricted cash	1,131	215
Accounts receivable, net of allowance of $1,194 and $4,127 at September 30, 2022 and December 31, 2021, respectively	5,658	4,638
Prepaid rent	0	2,957
Prepaid expenses	7,530	5,029
Other current assets	10,435	16,416
Total current assets	342,078	98,981
Property and equipment, net	35,469	27,461
Operating lease right-of-use ("ROU") assets	1,139,713	0
Other non-current assets	15,272	22,037
Total assets	1,532,532	148,479
Current liabilities:
Accounts payable	9,236	19,096
Accrued liabilities	16,504	19,557
Sales tax payable	14,368	8,412
Deferred revenue	49,431	18,811
Current portion of long-term debt	0	13,116
Convertible notes	0	184,636
Current operating lease liabilities	146,550	0
Other current liabilities	2,349	0
Total current liabilities	238,438	263,628
Non-current operating lease liabilities	1,082,412	0
Deferred rent	0	66,132
Long-term debt, net	166,707	10,736
Other non-current liabilities	5,844	3,906
Total liabilities	1,493,401	344,402
Commitments and contingencies (Note 10)
Mezzanine equity:
Total mezzanine equity	0	568,483
Stockholders’ equity (deficit):
Common stock and exchangeable common stock	21	1
Additional paid-in capital	930,588	43,106
Cumulative translation adjustment	19,216	7,299
Accumulated deficit	(910,694)	(814,812)
Total stockholders’ equity (deficit)	39,131	(764,406)
Total liabilities, mezzanine equity, and stockholders’ equity (deficit)	1,532,532	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

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Accounts receivable, allowance for credit loss	$ 1,194	$ 4,127

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Income Statement [Abstract]
Revenue	$ 124,526,000	$ 67,454,000	$ 326,314,000	$ 146,281,000
Costs and operating expenses:
Cost of revenue (excluding depreciation and amortization)	76,884,000	52,402,000	229,967,000	135,352,000
Operations and support	55,586,000	36,592,000	157,856,000	96,904,000
General and administrative	33,016,000	21,694,000	101,274,000	78,458,000
Research and development	6,936,000	5,443,000	22,649,000	12,828,000
Sales and marketing	13,372,000	6,724,000	35,247,000	14,123,000
Restructuring and other charges	0	0	4,033,000	0
Total costs and operating expenses	185,794,000	122,855,000	551,026,000	337,665,000
Loss from operations	(61,268,000)	(55,401,000)	(224,712,000)	(191,384,000)
Interest expense, net	4,112,000	13,279,000	16,696,000	29,628,000
Change in fair value of SPAC Warrants	1,305,000	0	(36,329,000)	0
Change in fair value of Earn Out liability	2,223,000	0	(94,299,000)	0
Change in fair value of share-settled redemption feature and gain on conversion of convertible notes	0	0	(29,512,000)	0
Other expense (income), net	5,175,000	(4,229,000)	14,050,000	(4,164,000)
Total non-operating expenses (income), net	12,815,000	9,050,000	(129,394,000)	25,464,000
Loss before income taxes	(74,083,000)	(64,451,000)	(95,318,000)	(216,848,000)
Provision for income taxes	416,000	133,000	564,000	226,000
Net loss	(74,499,000)	(64,584,000)	(95,882,000)	(217,074,000)
Less: Net loss attributable to convertible and exchangeable preferred stockholders	0	0	(3,886,000)	0
Net loss attributable to common stockholders	$ (74,499,000)	$ (64,584,000)	$ (91,996,000)	$ (217,074,000)
Basic net loss per common share (in dollars per share)	$ (0.35)	$ (5.29)	$ (0.45)	$ (18.92)
Diluted net loss per common share (in dollars per share)	$ (0.35)	$ (5.29)	$ (0.45)	$ (18.92)
Other comprehensive loss:
Net loss	$ (74,499,000)	$ (64,584,000)	$ (95,882,000)	$ (217,074,000)
Change in foreign currency translation adjustment	4,833,000	(1,120,000)	11,916,000	1,714,000
Comprehensive loss	$ (69,666,000)	$ (65,704,000)	$ (83,966,000)	$ (215,360,000)

CONDENSED CONSOLIDATED STATEMENTS OF MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY (DEFICIT) - USD ($)	Total	Previously Reported	Sonder Legacy Warrants	Delayed Draw Warrants	Additional Paid-in Capital	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) Previously Reported	Accumulated Deficit	Accumulated Deficit Previously Reported	Redeemable Convertible Preferred Stock	Redeemable Convertible Preferred Stock Previously Reported	Redeemable Convertible Preferred Stock Revision of Prior Period, Adjustment	Exchangeable Preferred Stock	Exchangeable Preferred Stock Previously Reported	Exchangeable Preferred Stock Revision of Prior Period, Adjustment	Common Stock Common Stock	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 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 Previously Reported	Post-Combination Exchangeable Common Shares Common Stock Revision of Prior Period, Adjustment
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													$ 517,730,000	$ 517,730,000		$ 49,733,000	$ 49,733,000
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													$ 1,020,000
Mezzanine equity, ending balance (in shares) at Mar. 31, 2021													111,257,435			18,474,628
Mezzanine equity, ending balance at Mar. 31, 2021													$ 518,750,000			$ 49,733,000
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		0	0	0
Beginning balance at Dec. 31, 2020	$ (500,860,000)	$ (500,860,000)			$ 13,898,000	$ 13,898,000			$ 5,666,000	$ 5,666,000	$ (520,425,000)	$ (520,425,000)							$ 1,000	$ 1,000			$ 0	$ 0			$ 0	$ 0
Increase (Decrease) in Stockholders' Equity (Deficit)
Exercise of common stock options (in shares)																			379,462
Exercise of common stock options	746,000				746,000
Stock-based compensation	14,153,000				14,153,000
Components of comprehensive loss:
Net loss	(78,541,000)										(78,541,000)
Change in cumulative translation adjustment	1,145,000								1,145,000
Ending balance (in shares) at Mar. 31, 2021																			10,908,802				13,859,669				0
Ending balance at Mar. 31, 2021	(563,357,000)				28,797,000				6,811,000		(598,966,000)								$ 1,000				$ 0				$ 0
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													$ 517,730,000	$ 517,730,000		$ 49,733,000	$ 49,733,000
Mezzanine equity, ending balance (in shares) at Sep. 30, 2021													111,257,435			18,474,628
Mezzanine equity, ending balance at Sep. 30, 2021													$ 518,750,000			$ 49,733,000
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		0	0	0
Beginning balance at Dec. 31, 2020	(500,860,000)	(500,860,000)			13,898,000	13,898,000			5,666,000	5,666,000	(520,425,000)	(520,425,000)							$ 1,000	$ 1,000			$ 0	$ 0			$ 0	$ 0
Components of comprehensive loss:
Net loss	(217,074,000)
Ending balance (in shares) at Sep. 30, 2021																			12,442,040				13,835,925				0
Ending balance at Sep. 30, 2021	(692,847,000)				37,271,000				7,380,000		(737,499,000)								$ 1,000				$ 0				$ 0
Mezzanine equity, beginning balance (in shares) at Mar. 31, 2021													111,257,435			18,474,628
Mezzanine equity, beginning balance at Mar. 31, 2021													$ 518,750,000			$ 49,733,000
Mezzanine equity, ending balance (in shares) at Jun. 30, 2021													111,257,435			18,474,628
Mezzanine equity, ending balance at Jun. 30, 2021													$ 518,750,000			$ 49,733,000
Beginning balance (in shares) at Mar. 31, 2021																			10,908,802				13,859,669				0
Beginning balance at Mar. 31, 2021	(563,357,000)				28,797,000				6,811,000		(598,966,000)								$ 1,000				$ 0				$ 0
Increase (Decrease) in Stockholders' Equity (Deficit)
Exercise of common stock options (in shares)																			938,128
Exercise of common stock options	1,377,000				1,377,000
Exercise of common stock warrants (in shares)																			82,352
Exercise of common stock warrants	120,000				120,000
Stock-based compensation	2,448,000				2,448,000
Components of comprehensive loss:
Net loss	(73,949,000)										(73,949,000)
Change in cumulative translation adjustment	1,689,000								1,689,000
Ending balance (in shares) at Jun. 30, 2021																			11,929,282				13,859,669				0
Ending balance at Jun. 30, 2021	(631,672,000)				32,742,000				8,500,000		(672,915,000)								$ 1,000				$ 0				$ 0
Mezzanine equity, ending balance (in shares) at Sep. 30, 2021													111,257,435			18,474,628
Mezzanine equity, ending balance at Sep. 30, 2021													$ 518,750,000			$ 49,733,000
Increase (Decrease) in Stockholders' Equity (Deficit)
Exercise of common stock options (in shares)																			489,014
Exercise of common stock options	956,000				956,000
Vesting of restricted stock units (in shares)																			0
Vesting of restricted stock units	0				0
Conversion of exchangeable stock (in shares)																			23,744				(23,744)
Stock-based compensation	3,573,000				3,573,000
Components of comprehensive loss:
Net loss	(64,584,000)										(64,584,000)
Change in cumulative translation adjustment	(1,120,000)								(1,120,000)
Ending balance (in shares) at Sep. 30, 2021																			12,442,040				13,835,925				0
Ending balance at Sep. 30, 2021	(692,847,000)				37,271,000				7,380,000		(737,499,000)								$ 1,000				$ 0				$ 0
Mezzanine equity, beginning balance (in shares) at Dec. 31, 2021													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	568,483,000												$ 518,750,000	$ 518,750,000		$ 49,733,000	$ 49,733,000
Increase (Decrease) in Mezzanine Equity
Conversion of stock (in shares)													(111,271,424)			(18,460,609)
Conversion of stock													$ (518,750,000)			$ (49,733,000)
Mezzanine equity, ending balance (in shares) at Mar. 31, 2022													0			0
Mezzanine equity, ending balance at Mar. 31, 2022													$ 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	0	0
Beginning balance at Dec. 31, 2021	(764,406,000)	(764,406,000)			43,106,000	43,106,000			7,299,000	7,299,000	(814,812,000)	(814,812,000)							$ 1,000	$ 1,000			$ 0	$ 0			$ 0	$ 0
Increase (Decrease) in Stockholders' Equity (Deficit)
Exercise of common stock options (in shares)																			362,943
Exercise of common stock options	873,000				873,000
Conversion of Sonder Legacy Warrants from liabilities to equity	2,111,000				2,111,000
CEO promissory note settlement (in shares)																			(2,725,631)
Conversion of Sonder Legacy Warrants (in shares)																						155,239
Conversion of Sonder Legacy Warrants			$ 1,243,000				$ 1,243,000
Conversion of convertible note (in shares)																			19,017,105
Conversion of convertible note	159,173,000				159,172,000														$ 1,000
Conversion of preferred stock (in shares)																			111,271,424
Conversion of preferred stock	518,761,000				518,750,000														$ 11,000
Conversion of exchangeable stock (in shares)																							(13,835,930)				32,296,539
Conversion of exchangeable stock	49,733,000				49,733,000
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	267,362,000				267,355,000														$ 7,000
Assumption of SPAC Warrants upon consummation of business combination	(38,135,000)				(38,135,000)
Earn Out liability recognized upon consummation of business combination	(98,117,000)				(98,117,000)
Issuance of Delayed Draw Warrants				$ 5,598,000				$ 5,598,000
Stock-based compensation	6,680,000				6,680,000
Components of comprehensive loss:
Net loss	22,392,000										22,392,000
Change in cumulative translation adjustment	1,999,000								1,999,000
Ending balance (in shares) at Mar. 31, 2022																			184,678,577				0				32,296,539
Ending balance at Mar. 31, 2022	135,267,000				918,369,000				9,298,000		(792,420,000)								$ 20,000				$ 0				$ 0
Mezzanine equity, beginning balance (in shares) at Dec. 31, 2021													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	568,483,000												$ 518,750,000	$ 518,750,000		$ 49,733,000	$ 49,733,000
Mezzanine equity, ending balance (in shares) at Sep. 30, 2022													0			0
Mezzanine equity, ending balance at Sep. 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	0	0
Beginning balance at Dec. 31, 2021	(764,406,000)	$ (764,406,000)			43,106,000	$ 43,106,000			7,299,000	$ 7,299,000	(814,812,000)	$ (814,812,000)							$ 1,000	$ 1,000			$ 0	$ 0			$ 0	$ 0
Components of comprehensive loss:
Net loss	(95,882,000)
Ending balance (in shares) at Sep. 30, 2022																			197,209,656				0			20,834,164	20,834,164
Ending balance at Sep. 30, 2022	39,131,000				930,588,000				19,216,000		(910,694,000)								$ 21,000				$ 0				$ 0
Mezzanine equity, beginning balance (in shares) at Mar. 31, 2022													0			0
Mezzanine equity, beginning balance at Mar. 31, 2022													$ 0			$ 0
Mezzanine equity, ending balance (in shares) at Jun. 30, 2022													0			0
Mezzanine equity, ending balance at Jun. 30, 2022													$ 0			$ 0
Beginning balance (in shares) at Mar. 31, 2022																			184,678,577				0				32,296,539
Beginning balance at Mar. 31, 2022	135,267,000				918,369,000				9,298,000		(792,420,000)								$ 20,000				$ 0				$ 0
Increase (Decrease) in Stockholders' Equity (Deficit)
Exercise of common stock options (in shares)																			375,891
Exercise of common stock options	574,000				574,000
Vesting of restricted stock units (in shares)																			29,742
Vesting of restricted stock units	57,000				57,000
Conversion of exchangeable stock (in shares)																			4,259,343								(4,259,343)
Stock-based compensation	5,054,000				5,054,000
Components of comprehensive loss:
Net loss	(43,775,000)										(43,775,000)
Change in cumulative translation adjustment	5,085,000								5,085,000
Ending balance (in shares) at Jun. 30, 2022																			189,343,553				0				28,037,196
Ending balance at Jun. 30, 2022	102,262,000				924,054,000				14,383,000		(836,195,000)								$ 20,000				$ 0				$ 0
Mezzanine equity, ending balance (in shares) at Sep. 30, 2022													0			0
Mezzanine equity, ending balance at Sep. 30, 2022	0												$ 0			$ 0
Increase (Decrease) in Stockholders' Equity (Deficit)
Exercise of common stock options (in shares)																			159,329
Exercise of common stock options	129,000				129,000
Vesting of restricted stock units (in shares)																			503,742
Vesting of restricted stock units	0				0
Conversion of exchangeable stock (in shares)																			7,203,032								(7,203,032)
Conversion of exchangeable stock	1,000																		$ 1,000
Stock-based compensation	6,405,000				6,405,000
Components of comprehensive loss:
Net loss	(74,499,000)										(74,499,000)
Change in cumulative translation adjustment	4,833,000								4,833,000
Ending balance (in shares) at Sep. 30, 2022																			197,209,656				0			20,834,164	20,834,164
Ending balance at Sep. 30, 2022	$ 39,131,000				$ 930,588,000				$ 19,216,000		$ (910,694,000)								$ 21,000				$ 0				$ 0

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Cash flows from operating activities:
Net loss	$ (95,882)	$ (217,074)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	17,801	12,689
Stock-based compensation	18,139	20,174
Amortization of operating lease right-of-use assets	105,569	0
Straight-line rent	0	12,895
Unrealized loss on foreign currency transactions	13,092	2,129
Capitalization of interest on long-term debt	12,544	0
Amortization of debt issuance costs	149	1,562
Amortization of debt discounts	3,374	23,009
Change in fair value of share-settled redemption feature and gain on conversion of convertible notes	(29,512)	(7,828)
Change in fair value of warrants	0	1,395
Change in fair value of SPAC Warrants	(36,329)	0
Change in fair value of Earn Out Liability	(94,299)	0
Other operating activities	1,362	846
Changes in:
Accounts receivable, net	(1,560)	(6,115)
Prepaid expenses	(2,543)	3,787
Other current and non-current assets	10,750	(11,921)
Accounts payable	(28,401)	(861)
Accrued liabilities	2,295	5,937
Sales tax payable	6,181	2,475
Deferred revenue	30,204	20,112
Operating lease ROU assets and operating lease liabilities, net	(58,493)	0
Other current and non-current liabilities	1,467	846
Net cash used in operating activities	(124,092)	(135,943)
Cash flows from investing activities:
Purchase of property and equipment	(23,579)	(8,036)
Capitalization of internal-use software	(2,510)	(3,816)
Net cash used in investing activities	(26,089)	(11,852)
Cash flows from financing activities:
Proceeds from Delayed Draw Notes, net of issuance costs	159,225	0
Repayment of debt	(24,680)	(11,900)
Extinguishment of debt	(3,065)	0
Proceeds from issuance of debt	0	162,366
Proceeds from business combination and PIPE offering	325,928	0
Common stock issuance costs	(58,555)	0
Proceeds from exercise of stock options	1,702	3,079
Proceeds from exercise of common stock warrants	0	120
Issuance of redeemable convertible preferred stock	0	1,020
Net cash provided by financing activities	400,555	154,685
Effects of foreign exchange on cash	(1,860)	(418)
Net change in cash and restricted cash	248,514	6,472
Cash and restricted cash at beginning of period	69,941	123,108
Cash and restricted cash at end of period	318,455	129,580
Supplemental disclosure of cash flow information:
Cash paid for income taxes	488	213
Cash paid for interest	2,306	3,368
Supplemental disclosure of non-cash investing and financing activities
Accrued purchases of property and equipment	134	149
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	317,324	129,365
Restricted cash	1,131	215
Cash and restricted cash at end of period	$ 318,455	$ 129,580

Basis of Presentation	9 Months Ended
Basis of Presentation	Sep. 30, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Basis of Presentation	Basis of Presentation Nature of Operations Sonder Holdings Inc. is headquartered in San Francisco, California, and together with its wholly owned subsidiaries (collectively “Sonder” or the “Company”), 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 the Company. On January 18, 2022, the Company 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 13, Business Combination, for details of the transaction. Basis of Financial Statement 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 the Company’s financial position at September 30, 2022 and its results of operations and comprehensive loss, mezzanine equity and stockholders’ equity (deficit), for the three and nine months ended September 30, 2022 and 2021, and cash flows for the nine months ended September 30, 2022 and 2021. The Company’s condensed consolidated results of operations and comprehensive loss, mezzanine equity and stockholders’ equity (deficit) for the three and nine months ended September 30, 2022 and cash flows for the nine months ended September 30, 2022 are not necessarily indicative of the results to be expected for the full year. In accordance with Accounting Standards Codification (“ASC”) 810, Consolidation, the Company 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 the Company to determine if it is the primary beneficiary of the VIE, and, if so, to consolidate such entity into its consolidated financial statements. If the Company determines that it is not the primary beneficiary of the VIE, the ASC 810 requires the Company, to account for the investment or other variable interest in a VIE in accordance with applicable U.S. GAAP. The Company consolidates its VIE in which it holds a controlling financial interest, and is therefore deemed the primary beneficiary. The Company will be deemed to hold a controlling financial interest when it: (i) has the power to direct the activities that most significantly impact the economic performance of this VIE; and (ii) has the obligation to absorb losses or the right to receive benefits that, in either case, could potentially be significant to this VIE. Periodically, the Company 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 September 30, 2022 and December 31, 2021, the Company’s consolidated VIE was not material to the condensed consolidated financial statements. The Company qualifies as an emerging growth company as defined in the Jumpstart Our Business Startups Act of 2012, and, as such, may take advantage of specified reduced reporting requirements and deferred accounting standards adoption dates, and is relieved of other significant requirements that are otherwise generally applicable to other public companies. 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 the fair value of share-based awards, estimated useful life of software development costs, bad-debt allowances, 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. Reclassification Certain amounts reported in previous consolidated financial statements have been reclassified to conform to current period presentation. These reclassifications did not affect previously reported amounts of net income, total assets, or total stockholders’ equity (deficit).

Recently Issued Accounting Standards	9 Months Ended
Recently Issued Accounting Standards	Sep. 30, 2022
Accounting Policies [Abstract]
Recently Issued Accounting Standards	Recently Issued Accounting Standards The following reflect recent accounting standards that have been adopted or are pending adoption by the Company. As discussed in Note 1, Basis of Presentation, the Company qualifies as an emerging growth company, and as such, has elected to use the extended transition period for complying with new or revised accounting standards and is not subject to the new or revised accounting standards applicable to public companies during the extended transition period. The accounting standards discussed below indicate effective dates for the Company as an emerging growth company with the extended transition period. Recently Adopted Accounting Standards In February 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 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 ROU assets and lease liabilities on the balance sheet for substantially all leases under U.S. GAAP. The Company has elected to use the transition relief approach as provided in ASU 2018-11, which permits the Company to use January 1, 2022 as both the application date and the adoption date, rather than the modified retrospective approach. The Company also elected certain relief options offered within the new standard, which include the package of practical expedients, the option not to recognize an ROU asset and lease liability that arise from short-term leases (i.e., leases with terms of 12 months or less), and the option of hindsight when determining lease term. Substantially all of the Company’s lease agreements are considered operating leases and were not previously recognized on the Company’s balance sheets. On January 1, 2022, the Company recognized $1.0 billion in operating lease ROU assets, $1.1 billion of operating lease liabilities, and a $66.1 million reduction to deferred rent, which was recorded as a reduction the ROU asset measured on the adoption date. Refer to Note 6, Leases, for further discussion of the Company’s lease accounting. In August 2020, the FASB issued ASU 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies the accounting for convertible instruments by reducing the number of accounting models available for convertible debt instruments. This guidance also eliminates the treasury stock method to calculate diluted earnings per share for convertible instruments and requires the use of the if-converted method. For public companies, the guidance is effective for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years. Early adoption is permitted. The Company early adopted ASU 2020-06 beginning January 1, 2021, and the adoption did not have a material impact on its condensed consolidated financial statements. Recently Issued Accounting Standards Not Yet Adopted In June 2016, the 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 was effective for public business entities for fiscal years beginning after December 15, 2019. In November 2019, FASB issued amended guidance which defers the effective date for emerging growth companies for fiscal years beginning after December 15, 2022, and interim periods therein. The Company is currently evaluating the impact ASU 2016-13 will have on its condensed consolidated financial statements. In March 2020, the 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. The Company does not have any hedging relationships and currently does not have material contracts impacted by reference rate reform; however, the Company will continue to assess contracts through December 31, 2022.

- Definition

The entire disclosure for change in accounting principle. Includes, but is not limited to, nature, reason, and method of adopting amendment to accounting standards or other change in accounting principle.

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+ Details

Revenue

9 Months Ended

Sep. 30, 2022

Revenue from Contract with Customer [Abstract]

Revenue

The Company primarily generates revenues by providing short-term or month-to-month accommodations to its guests. Direct revenue is generated from stays booked through Sonder.com or the Sonder app or directly with our sales personnel, while indirect revenue is generated from stays booked through third-party corporate and online travel agencies (“OTAs”).

The following table sets forth the Company’s total revenues for the periods indicated, disaggregated between direct and indirect revenue (in thousands):


	Three months ended September 30,				Nine months ended September 30,
	2022		2021		2022		2021
Direct revenue	$	49,392	$	33,912	$	124,169	$	77,968
Indirect revenue	75,134		33,542		202,145		68,313
Total revenue	$	124,526	$	67,454	$	326,314	$	146,281

No individual guest represented over 10.0% of revenues for the three and nine months ended September 30, 2022 and 2021.

Four third-party corporate customers and OTAs represented approximately 26.3%, 16.9%, 15.5%, and 14.8%, respectively, of the net accounts receivable balance at September 30, 2022, and one third-party OTA represented 29.0% 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
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+ Details

Fair Value Measurement and Financial Instruments

9 Months Ended

Sep. 30, 2022

Fair Value Disclosures [Abstract]

Fair Value Measurement and Financial Instruments

Fair Value Hierarchy

Accounting standards require the Company to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:

Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets that the Company has the ability to access as of the measurement date.

Level 2: Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data.

Level 3: Significant unobservable inputs that reflect the Company’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.

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.

Preferred Stock Warrants and Share-Settled Redemption Feature related to the Convertible Notes

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

The Convertible Notes were initially separated into debt and 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 was 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.

At 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 the Company’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 balance of the Convertible Notes, the 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 at September 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 (collectively, the “SPAC Warrants”).

Management 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 the Company’s common stock, are subject to treatment as a liability. At the closing of the Business Combination and at September 30, 2022, the Company used a Monte Carlo simulation methodology to value the Public Warrants using Level 3 inputs, as the Company 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 56.3% and the expected term of 4.30 years years. At September 30, 2022, the Public Warrants were valued at $0.12 per warrant.

The fair value of the Private Placement Warrants was deemed to be equal to the fair value of the Public Warrants, as the Private Placement Warrants have similar terms and are subject to substantially the same redemption features as the Public Warrants. As a result, Level 3 inputs were used to value the Private Placement Warrants.

Refer to Note 7, Warrants and Stockholders’ Equity (Deficit), for additional information surrounding 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 the Company’s common stock as consideration upon the common stock achieving certain benchmark share prices, as set forth in the merger agreement (the “Earn Out”).

Management has determined that the Earn Out is subject to treatment as a liability. The Company used 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 at September 30, 2022 was derived from the volatility of comparable public companies.

Delayed Draw Warrants

The fair value of the Delayed Draw Warrants (as defined in Note 5, Debt) issued in connection with the Delayed Draw Notes (as defined in Note 5, Debt) 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.

Disclosures about Fair Value of Financial Instruments

At September 30, 2022, there were no assets or liabilities measured using Level 1 inputs. At September 30, 2022, the Earn Out liability, Public Warrants liability, and Private Placement Warrants liability were included in other non-current liabilities in the condensed consolidated balance sheet. The following table summarizes the Company’s Level 2 and Level 3 financial liabilities measured at fair value on a recurring basis as of September 30, 2022 (in thousands):


	Level 2		Level 3		Total
Earn Out liability	$	3,818	$	—	$	3,818
Public Warrants	—		1,080		1,080
Private Placement Warrants	—		660		660
Total financial liabilities measured and recorded at fair value	$	3,818	$	1,740	$	5,558

At December 31, 2021, there were no assets or liabilities measured using Level 1 or Level 2 inputs. At 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 consolidated balance sheet. The following table summarizes the Company’s Level 3 financial liabilities measured at fair value on a recurring basis as of December 31, 2021 (in thousands):


	Level 3
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 represents changes in the Company’s Level 3 liabilities measured at fair value for the nine months ended September 30, 2022 (in thousands):


	Level 3
Beginning balance at January 1, 2022	$	33,610
Public Warrants liability recognized upon closing of Business Combination	23,670
Private Placement Warrants liability recognized upon closing of Business Combination	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	(22,590)
Decrease in fair value of Private Placement Warrants liability	(13,805)
Conversion of preferred stock warrant liabilities to equity	(3,288)
Total financial liabilities measured and recorded at fair value	$	1,740

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


	Level 3
Beginning balance at January 1, 2021	$	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

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

Management estimates that the fair values 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 their carrying values due to the relatively short maturity of the instruments. The fair value of the Company’s long-term debt approximates its carrying value because it bears interest at a market rate and all other terms are also reflective of current market terms.

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 loss.

- 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

Debt

9 Months Ended

Sep. 30, 2022

Debt Disclosure [Abstract]

Debt

Delayed Draw Note Purchase Agreement

On December 10, 2021, the Company entered into a note and warrant purchase agreement (the “Delayed Draw Note Purchase Agreement”) with certain private placement investors (“Purchasers”) for the sale of delayed draw notes in aggregate of $165.0 million to be available to the Company following the closing of the Business Combination (the “Delayed Draw Notes”).

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”) plus 0.3% (subject to a floor of 1.0%) plus 9.0% payable in cash. For the first two years, the Company may elect payment in kind, quarterly in arrears. The Delayed Draw Notes are secured by substantially all of the assets of the Company.

The Delayed Draw Note Purchase Agreement also provided that the Purchasers be issued warrants to purchase shares of common stock in connection with the transaction (the “Delayed Draw Warrants”). As a result, the Purchasers are entitled to purchase an aggregate of 2,475,000 shares of the Company’s common stock, each with an exercise price of $12.50 per share. The Delayed Draw Warrants expire five years after issuance.

The Delayed Draw Note Purchase Agreement 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, upon the closing of the Business Combination, the Company drew $165.0 million in Delayed Draw Notes and issued Delayed Draw Warrants to purchase 2,475,000 shares of common stock to the Purchasers.

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


	September 30, 2022		December 31, 2021
Principal balance	$	177,409	$	11,361
Less: Delayed Draw Warrants liability	(5,122)		—
Less: unamortized deferred issuance costs	(5,580)		(625)
Long-term debt, net	$	166,707	$	10,736

Convertible Notes

In March 2021, pursuant to a note purchase agreement (the “Note Purchase Agreement”), the Company 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, net of deferred 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 the Company 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. As a result, the Company 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. The Company also recognized the change in fair value of the share-settled redemption feature, prior to conversion, 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. At December 31, 2021, the Company’s current portion of long-term debt and the non-current portion of long-term debt on the consolidated balance sheet were solely related to the 2018 Loan and Security Agreement, and were net of $0.6 million of deferred issuance costs. At December 31, 2021, unused commitments under the 2018 Loan and Security Agreement were $25.0 million.

In January 2022, upon the closing of the Business Combination, the Company paid $24.5 million of the outstanding principal of the 2018 Loan and Security Agreement and $3.1 million in early termination fees. Additionally, in connection with the repayment of the 2018 Loan and Security Agreement, the Company wrote off $0.4 million of deferred issuance costs and recognized $0.2 million of interest expense.

Credit Facilities

2020 Credit Facility: In February 2020, Legacy Sonder entered into a revolving credit agreement (the “2020 Credit Facility”) for an aggregate principal balance of $50.0 million with a maturity date of February 21, 2023. Balances may be borrowed against the facility 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 2.0% per annum. The 2020 Credit Facility includes: (i) a letter of credit fee for each letter of credit equal to 1.5% per annum times amount available to be drawn under such letter of credit and (ii) a non-use fee equal to 0.3% 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.

The extensions of credit under the 2020 Credit Facility are guaranteed by certain of the Company’s subsidiaries and secured on a senior basis by a lien on substantially all of the Company’s and certain of its subsidiaries’ assets.

At September 30, 2022 and December 31, 2021, the Company was in compliance with all financial covenants related to the 2020 Credit Facility. Additionally, at September 30, 2022 and December 31, 2021, there were no borrowings outstanding on the 2020 Credit Facility. Outstanding letters of credit at September 30, 2022 totaled $34.0 million.

2020 Québec Credit Facility: In December 2020, a Canadian subsidiary of the Company entered into an agreement with Investissement Québec, a Quebecois public investment entity, that provides a loan facility of CAD $25.0 million and an additional loan, referred to as a conditional-refund financial contribution (“CRFC”), of CAD $5.0 million (the “2020 Québec Credit Facility”). The loan and the CRFC bear interest at a fixed rate of 6.0% per annum for a period of 10 years starting from the first date of the loan disbursement. At September 30, 2022 and December 31, 2021, the Company was in compliance with all financial covenants related to the 2020 Québec Credit Facility, but have not yet met the drawdown requirements, and as such, there have been no borrowings against the 2020 Québec Credit Facility.

Restricted Cash

Throughout 2022 and 2021, the Company entered into multiple cash collateral agreements in connection with the issuance of letters of credit and corporate credit card programs. At September 30, 2022 and December 31, 2021, the Company had $1.1 million and $0.2 million, respectively, of cash collateral which is reported as restricted cash on the Condensed Consolidated Balance Sheets.

- 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
-Topic 470
-URI https://asc.fasb.org/topic&trid=2208564

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (h)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 6: 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(c))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (g)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1E
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495348-112611

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (i)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

+ Details

Leases

9 Months Ended

Sep. 30, 2022

Leases [Abstract]

Leases

The Company 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. The Company is required to pay property taxes, insurance, and maintenance costs for certain of these facilities.

The Company adopted ASC 842, Leases (“ASC 842”), effective 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. The Company has elected to apply the new guidance at the date of adoption without restating prior periods. In addition, the Company 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 restated to reflect the application of the new standard to all comparative periods presented.

The Company 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 ROU assets are included within operating lease right-of-use assets in the condensed consolidated balance sheets. The corresponding operating lease liabilities are included within current operating lease liabilities and non-current operating lease liabilities in the condensed consolidated balance sheets. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease.

The adoption of ASC 842 had a material impact on the Company’s condensed consolidated financial statements. On January 1, 2022, the Company recognized $1.0 billion in operating lease ROU assets, $1.1 billion of operating lease liabilities, and a $66.1 million reduction to deferred rent, which was recorded as a reduction to the ROU asset measured on the adoption date. The standard did not materially impact the Company’s condensed consolidated statement of operations and comprehensive loss and condensed consolidated statement of cash flows.

Lease expense for fixed operating lease payments is recognized on a straight-line basis over the lease term. The Company’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. Management estimates the annual increase in lease payments based on the index or rate at the lease commencement date, for both the Company’s historical leases and for new leases commencing after January 1, 2022.

Components of operating lease expense were as follows for the periods indicated (in thousands):


	Three months ended September 30, 2022		Nine months ended September 30, 2022
Operating lease cost	$	61,498	$	191,908
Short-term lease cost	1,951		2,430

Total operating lease cost	$	63,449	$	194,338

Supplemental information related to operating leases was as follows for the periods indicated (in thousands):


	Three months ended September 30, 2022		Nine months ended September 30, 2022
Cash payments for operating leases	$	64,690	$	171,292
New operating lease ROU assets obtained in exchange for operating lease liabilities	$	73,007	$	199,875

At September 30, 2022, the weighted-average remaining lease term was 7.21 years and the weighted-average discount rate used to determine the net present value of the lease liabilities was 9.5%.

At September 30, 2022, remaining maturities of operating lease obligations were as follows (in thousands):


Remainder of 2022	$	59,907
2023	263,330
2024	252,202
2025	237,237
2026	212,799
2027	170,179
Thereafter	504,964
Gross lease payments	1,700,618
Less: imputed interest	463,188
Total operating lease obligations, net 1	$	1,237,430
1 Total operating lease obligations, net excludes $8.5 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.

The Company does not have material lease receivables from noncancellable lease contracts that would reduce the total contractual operating lease obligations. At September 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 table above. These leases will commence between 2022 and 2026 with non-cancelable lease terms of three to 15 years.

Rental expense for operating leases for the three months ended September 30, 2022 and 2021 was $61.5 million and $46.9 million, respectively, of which $63.6 million and $45.0 million, respectively, is recognized in cost of revenues, $0.5 million and $1.1 million, respectively, in operations and support, and $0.9 million and $0.8 million, respectively, in general and administrative. Rental expense for operating leases for the nine months ended September 30, 2022 and 2021 was $193.8 million and $125.5 million, respectively, of which $189.6 million and $119.2 million, respectively, is recognized in cost of revenues, $1.4 million and $3.8 million respectively, in operations and support, and $2.8 million and $2.5 million, respectively, in general and administrative.

Supplemental Information for Comparative Periods

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


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

Warrants and Stockholders’ Equity (Deficit)

9 Months Ended

Sep. 30, 2022

Equity [Abstract]

Warrants and Stockholders’ Equity (Deficit)

The condensed consolidated statements of mezzanine equity and stockholders’ 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 closing date reflect the balances and activity of Legacy Sonder. The balances at 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.

Preferred Stock Warrants

The Company had the following preferred stock warrants outstanding at December 31, 2021 (number outstanding and exercise price are prior to the application of the recapitalization exchange ratio discussed above):


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

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 the Company’s common stock for a value of $1.2 million, and (ii) the Series C and Series D preferred stock warrants automatically converted into warrants to purchase shares of the Company’s common stock.

The Series C and Series D preferred stock warrants are accounted for as equity in accordance with ASC 815-40, Derivatives and Hedging – Contracts on an Entity’s Own Equity (“ASC 815-40”). Upon the closing of the Business Combination, the Company 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: The Delayed Draw Warrants are accounted for as equity-classified warrants in accordance with ASC 815-40. 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 sheets. 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.

Public Warrants: The Public Warrants remained outstanding at the closing of the Business Combination and became exercisable for whole shares of common stock. 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, or earlier upon redemption or liquidation.

The Public Warrants are accounted for as liabilities, as there are certain terms and features of the warrants that do not qualify for equity classification in accordance with ASC 815-40. The fair value of the Public Warrants upon the closing of the Business Combination was a liability of $23.6 million, and was recorded in other non-current liabilities in the condensed consolidated balance sheet. At September 30, 2022, the fair value was $1.1 million and was recorded in other non-current liabilities in the condensed consolidated balance sheet. The change in fair value of $0.8 million and $22.5 million for the three and nine months ended September 30, 2022, respectively, is reflected as other income in the condensed consolidated statements of operations and comprehensive loss.

Private Placement Warrants: The Private Placement Warrants have terms and provisions that are identical to those of the Public Warrants, 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 certain terms and features that do not qualify for equity classification in accordance with ASC 815-40. The fair value of the Private Placement Warrants upon the closing of the Business Combination was a liability of $14.5 million, which was recorded in other non-current liabilities in the condensed consolidated balance sheet. At September 30, 2022, the fair value was $0.7 million and was recorded in other non-current liabilities in the condensed consolidated balance sheet. The change in fair value of $0.5 million and $13.8 million for the three and nine months ended September 30, 2022, respectively, is reflected as other income in the condensed consolidated statements of operations and comprehensive loss.

Exchangeable Stock

Upon the closing of the Business Combination, each share of Sonder Canada Inc., a corporation existing under the laws of the province of Québec (“Legacy Sonder Canada”) exchangeable common stock (“Legacy Sonder Canada Exchangeable Stock” and collectively, “Legacy Sonder Canada Exchangeable Shares”) was exchanged into a new series of the same class of virtually identical Legacy Sonder Canada Exchangeable Common Stock (“Post-Combination Exchangeable Common Stock” and collectively, “Post-Combination Exchangeable Shares”) exchangeable for the Company’s common stock. At September 30, 2022, the Company had the following authorized and outstanding Post-Combination Exchangeable Common Stock (in thousands except per share amounts):


	Shares Authorized	Shares Issued and Outstanding	Issuance Price Per Share		Net Carrying Value		Aggregate Liquidation Preference
Post-Combination Exchangeable Common Stock	40,000,000	20,834,164	$	1.54	$	32,081	$	32,081

The net carrying value of the Post-Combination Exchangeable Shares is included in additional paid-in capital in the condensed consolidated balance sheets.

At December 31, 2021, the Company had the following authorized and outstanding Exchangeable Shares, prior to the application of the recapitalization exchange ratio discussed above (in thousands except shares and per share amounts):


	Shares Authorized	Shares Issued and Outstanding	Issuance Price Per Share		Net Carrying Value		Aggregate Liquidation Preference
Series AA Common	22,517,608	9,421,190	$	—	$	—	$	—
Series Seed 1	2,588,866	2,588,866	$	0.53	$	1,359	$	1,372
Series Seed 2	1,209,160	1,209,160	$	0.50	$	606	$	605
Series Seed 3	704,380	704,380	$	1.09	$	787	$	768
Series A	183,420	183,420	$	1.36	$	250	$	250
Series B	2,335,500	2,335,500	$	2.40	$	5,610	$	5,605
Series C	3,175,207	3,175,207	$	5.04	$	15,991	$	16,003
Series D	2,057,926	1,953,125	$	10.50	$	20,600	$	20,600
Series E	420,570	420,570	$	10.77	$	4,530	$	4,530
Total exchangeable shares	35,192,637	21,991,418	$	—	$	49,733	$	49,733

Upon the closing of the Business Combination, all the Exchangeable Shares were automatically converted into 32,296,539 Post-Combination Exchangeable Shares for a value of $49.7 million (or 21,991,418 shares prior to the application of the recapitalization exchange ratio discussed above).

Redeemable Convertible Preferred Stock

The Company had the following authorized and outstanding redeemable convertible preferred stock at December 31, 2021, prior to the application of the recapitalization exchange ratio discussed above (in thousands except per share amounts):


	Shares Authorized	Shares Issued and Outstanding	Issuance Price Per Share		Net Carrying Value		Aggregate Liquidation Preference
Series Seed 1	3,702,526	785,420	$	0.53	$	269	$	416
Series Seed 1-A	3,702,526	328,240	0.53		$	174	$	174
Series Seed 2	1,719,560	470,994	0.50		$	222	$	235
Series Seed 2-A	1,719,560	39,406	0.50		$	20	$	20
Series Seed 3	704,380	—	1.09		$	—	$	—
Series Seed 3-A	704,380	—	1.09		$	—	$	—
Series A	7,023,193	6,780,333	1.36		$	9,241	$	9,221
Series A-1	7,023,193	—	1.36		$	—	$	—
Series B	15,611,276	13,218,080	2.40		$	27,105	$	31,723
Series B-1	15,611,276	—	2.40		$	—	$	—
Series C	19,070,648	12,143,631	5.04		$	56,496	$	61,204
Series C-1	19,070,648	3,513,536	5.04		$	17,708	$	17,708
Series D	21,603,476	3,481,893	10.50		$	35,808	$	36,560
Series D-1	21,603,476	16,049,365	10.50		$	168,518	$	168,518
Series E	34,932,992	18,956,184	10.77		$	203,189	$	204,159
Total redeemable convertible preferred stock	173,803,110	75,767,082	—		$	518,750	$	529,938

Upon the closing of the Business Combination, all the shares of redeemable convertible preferred stock were automatically converted into shares of post-combination common stock for a value of $518.8 million.

Common and Preferred Stock

The Company’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”).

As of September 30, 2022, the Company had reserved the following shares of common stock for future issuance:


			September 30, 2022
Conversion of exchangeable shares			20,873,522
Outstanding stock options			32,655,185
Outstanding restricted stock units (“RSUs”)			26,337,247
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 Employee Stock Purchase Plan			5,251,225
Shares available for grant under the 2021 Equity Incentive Plan			13,466,630
Total common stock reserved for future issuance			144,558,747

As of December 31, 2021, the Company 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
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-Section 50
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Topic 505
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-Section 50
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-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496171-112644

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Paragraph 14
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-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
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-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
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-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
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-Section 50
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-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
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-Section 50
-Paragraph 18
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-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Topic 505
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-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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-Topic 505
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Topic 505
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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
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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-Paragraph 13
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-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Equity Incentive Plans and Stock-Based Compensation

9 Months Ended

Sep. 30, 2022

Share-Based Payment Arrangement [Abstract]

Equity Incentive Plans and Stock-Based Compensation

Equity Incentive Plans

2013 and 2019 Equity Incentive Plans: Prior to the closing of the Business Combination, Legacy Sonder provided for the grant of stock-based awards to purchase or directly issue shares of common stock to employees, directors, and consultants through its 2013 and 2019 Equity Incentive Plans (the “Legacy Equity Incentive Plans”). 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 had a 10-year contractual term and vest over a four-year period starting from the date specified in each agreement.

Each Legacy Sonder stock 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 (the “Exchanged Options”) equal to the product 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 recapitalization option exchange ratio, as discussed in Note 13, Business Combination. The Exchanged Options are exercisable at an exercise price per share equal to: (i) the exercise price per share of such Legacy Sonder option immediately prior to the closing of the Business Combination; divided by (ii) the recapitalization exchange ratio. Except as specifically provided in the Merger Agreement (as defined in Note 13, Business Combination), following the Business Combination, each Exchanged Option will continue to be governed by the same terms and conditions as were applicable to the corresponding former Legacy Sonder option immediately prior to 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, GMII’s stockholders approved the 2021 Management Equity Incentive Plan (the “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 up to an aggregate of 14,500,000 shares of common stock that will vest upon the common stock achieving certain benchmark share prices as contemplated by the Merger Agreement (as defined in Note 13, Business Combination). If these benchmark share prices are not achieved within the period specified in the Merger Agreement (as defined in Note 13, Business Combination), 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 (the “2021 Equity Incentive Plan”). The 2021 Equity Incentive Plan became effective upon the closing of the Business Combination and succeeds the Legacy Equity Incentive Plans. Under the 2021 Equity Incentive Plan, the Company may grant options, stock appreciation rights, restricted stock, 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 Company is authorized to issue up to 26,002,371 shares under this plan, of which 13,466,630 shares remain available for future grants at September 30, 2022.

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: (i) 32,820,155 shares; (ii) 12.5% of the total number of shares outstanding as of immediately following the closing 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 closing of the Business Combination); (iii) five percent (5.0%) of the total number of shares outstanding on the last day of the immediately preceding fiscal year; and (iv) 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 (the “ESPP”). The ESPP allows eligible employees to purchase shares of the Company’s common stock at 85.0% of stock price on the first trading day of the offering period or on the last day of the offering period, whichever is lower. Employees can contribute up to 15.0% of their eligible compensation to purchase shares. 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. The Company is authorized to issue up to 5,251,225 shares under the ESPP, of which all shares remain available for future issuance as of September 30, 2022.

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 closing 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 closing of the Business Combination); (iii) one percent (1.0%) of the outstanding shares of Common Stock on the last day of the immediately preceding fiscal year; or (iv) a lesser number of shares determined by the administrator.

Stock-based Compensation Expense

Total stock-based compensation expense is as follows for the periods indicated (in thousands):


	Three months ended September 30,				Nine months ended September 30,
	2022		2021		2022		2021
Operations and support	$	1,333	$	639	$	3,305	$	1,579
General and administrative	4,110		2,405		12,130		17,524
Research and development	855		475		2,441		1,016
Sales and marketing	107		54		263		55
Total stock-based compensation expense	$	6,405	$	3,573	$	18,139	$	20,174

Stock options

The Company 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. The fair value of stock options is estimated using the Black-Scholes option-pricing model. During the three and nine months ended September 30, 2022, the Company recorded stock-based compensation expense from stock options of approximately $4.0 million and $12.1 million. During the three and nine months ended September 30, 2021, the Company recorded stock-based compensation expense from stock options of approximately $3.6 million and $8.6 million.

The Company 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 as they occur.

Fair Value of Stock Options: The fair value of each stock option award is estimated using the Black-Scholes option-pricing model, which uses the fair value of the Company’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 based on the 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 of the option.

Expected volatility. The expected volatility is based on the average volatility of similar public entities within the Company’s peer group as the Company’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 the Company’s historical experience. To date, Company has not paid any dividends on its common stock.

Risk-Free Interest Rate. The risk-free interest rate used in the valuation 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 the Company’s options.

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


	Three months ended September 30,				Nine months ended September 30,
	2022		2021		2022		2021
Expected term (in years)	6.07		4.00		4.09 - 6.07		3.99 - 4.00
Expected volatility	50.0	%	64.0	%	50.0%-55.4%		64.0	%
Dividend yield	—	%	—	%	—	%	—	%
Risk-free interest rate	2.89	%	0.61	%	1.79%-2.93%		0.41% - 0.61%
Weighted-average grant-date fair value per share	$1.09		$6.59		$0.87 - $2.13		$4.54 - $6.59

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, the Company’s Chief Executive Officer (“CEO”), for a total of 5,613,290 options (the “2019 CEO Option Award”), which Mr. Davidson exercised in full in December 2020, with a promissory note payable to the Company in the amount of $24.6 million (the “Promissory Note”). 2,041,197 of these options vest in 72 equal monthly installments starting as of October 1, 2017 (the “Service-Based Options”), subject to Mr. Davidson’s continuous employment with the Company, and 3,572,093 options are performance-based (the “CEO Performance Awards”) that vest as follows, subject to Mr. Davidson’s continuous employment with the Company at each such event (the “Performance Conditions”): (i) 1,530,897 performance awards upon an initial public offering (“IPO”), if certain share price targets are met (the “IPO Condition”); (ii) 1,020,598 performance awards upon a qualified financing at certain valuation milestones (the “Qualified Financing Condition”); and (iii) 1,020,598 performance awards upon Sonder achieving a certain market capitalization milestone (the “Market Capitalization Condition”).

The fair value of the Service-Based Options was estimated using the Black-Scholes option pricing model. The grant date fair value of these awards was $3.2 million and was recognized on a straight-line basis over the term of the award. The Company recognized $11.6 million in expense for the CEO Performance Awards during the nine months ended September 30, 2021. The Company did not recognize any expense for the CEO Performance Awards for the three months ended September 30, 2021 and 2022, or the nine months ended September 30, 2022.

During 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 the Company to perform above expectations given the economic impact of the COVID-19 pandemic, especially in the hospitality sector, and additionally, engaging the Company in potential strategic transactions which resulted in increased company 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.

During the three and nine months ended September 30, 2022, Sonder recognized $0.5 million and $3.2 million in stock-based compensation expense related to the vesting of the Market Capitalization Condition. In the three and nine months ended September 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 the Company’s expected stock price volatility over the expected term of the award, historical and projected employee stock option exercise behaviors, and the risk-free interest rate for the expected term of the award. The Company 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.

The Promissory Note bore interest at the rate of 2.0% per annum, compounding semiannually. The principal amounts and accrued interest were due upon the consummation of the Business Combination. 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 was considered to be non-recourse for accounting purposes and thus was not recorded in the condensed consolidated balance sheets as a receivable. At December 31, 2021, the aggregate borrowings outstanding under the Promissory Note, including interest, was $25.2 million.

On January 14, 2022, the aggregate outstanding principal amount and interest under the Promissory Note was repaid in full as a result of Mr. Davidson selling 1,855,938 shares of Legacy Sonder common stock to the Company at a repurchase price of $13.85 per Legacy Sonder common share (number of shares and amount per share is not adjusted for the application of the recapitalization exchange ratio discussed above), which was equal to the fair value of a share of Legacy Sonder common stock as of the repurchase date, for a total aggregate repurchase price of $25.7 million.

On February 18, 2021, the Legacy Sonder Board granted a total of 3,061,794 options to Mr. Davidson (the “2021 CEO Option Award”). The options vest upon the successful closing of the Business Combination and upon certain share price milestones, subject to Mr. Davidson’s continuous employment at the Company during each such event.

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.

RSUs

The fair value of the Company’s RSUs is expensed ratably over the vesting period. The Company’s RSUs generally vest over four years, with a cliff equal to one-fourth of the award after the first year, and then quarterly thereafter over the remaining service period. For the three and nine months ended September 30, 2022, the Company recorded stock-based compensation expense from RSUs of approximately $1.6 million and $2.5 million, respectively. There was no stock-based compensation expense from RSUs in the three and nine months ended September 30, 2021.

MSUs

In May 2022, the Company issued MSUs to certain key executives in accordance with the Company’s 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, including if certain share price targets are met, within the five-year period ending July 17, 2027.

The Company determined the grant-date fair value of the MSUs using a Monte Carlo simulation performed by a third-party valuation firm. The Company recognizes 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 nine months ended September 30, 2022, the Company granted 14,499,972 MSUs at a total grant-date fair value of $4.2 million. During the three and nine months ended September 30, 2022, the Company recognized approximately $0.3 million and $0.4 million, respectively, in stock-based compensation expense from MSUs.

Net Loss Per Common Share

9 Months Ended

Sep. 30, 2022

Earnings Per Share [Abstract]

Net Loss Per Common Share

Net Loss per Common Share

Net loss per share calculations and share amounts for all periods prior to the Business Combination presented below 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 for the periods indicated (in thousands, except number of shares and per share information):


	Three months ended September 30,				Nine months ended September 30,
	2022		2021		2022		2021
Numerator:
Net loss	$	(74,499)	$	(64,584)	$	(95,882)	$	(217,074)
Less: Net loss attributable to convertible and exchangeable preferred stockholders	—		—		(3,886)		—
Net loss attributable to common stockholders	$	(74,499)	$	(64,584)	$	(91,996)	$	(217,074)
Denominator:
Weighted average basic common shares outstanding	215,682,346		12,204,601		202,513,880		11,472,291
Add: Dilutive effect of outstanding stock awards	—		—		—		—
Weighted average diluted common shares outstanding	215,682,346		12,204,601		202,513,880		11,472,291
Net loss per common share:
Basic	$	(0.35)	$	(5.29)	$	(0.45)	$	(18.92)
Diluted	$	(0.35)	$	(5.29)	$	(0.45)	$	(18.92)

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:


	September 30,
	2022	2021
Options to purchase common stock	32,655,185	26,178,842
Common stock subject to repurchase or forfeiture	2,043,262	2,563,110
Outstanding MSUs	14,499,972	—
Redeemable convertible preferred stock(1)	—	111,257,435
Exchangeable shares	20,834,164	32,310,553
Total common stock equivalents	70,032,583	172,309,940

____________

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

Commitments and Contingencies	9 Months Ended
Commitments and Contingencies	Sep. 30, 2022
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies Surety Bonds A portion of the Company’s leases are supported by surety bonds provided by affiliates of certain insurance companies. At September 30, 2022, the Company had commitments from five surety providers in the amount of $67.1 million, of which $33.6 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 the Company’s corporate credit rating. Legal and Regulatory Matters The Company has been and expects to continue to become involved in litigation or other legal proceedings from time to time, including the matter described below. Except as described below, the Company is not currently a party to any litigation or legal proceedings that, in the opinion of management, is likely to have a material adverse effect on the Company’s business. Regardless of outcome, litigation and other legal proceedings can have an adverse impact on the Company because of defense and settlement costs, diversion of management resources, possible restrictions on the business as a result of settlement or adverse outcomes, and other factors. In February 2020, the Company 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 (the “Broad Street Property”). Due to the failure of the owner of the Broad Street Property (the “Broad Street Landlord”) to address the Legionella bacteria contamination and the associated health risks posed to Sonder’s guests, the Company 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. The Company 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. The Company intends to vigorously defend itself and management believes that the claims of the Broad Street Landlord are without merit. The Company establishes an accrued liability for loss contingencies related to legal matters when a loss is both probable and reasonably estimable. These accruals represent management’s best estimate of probable losses. The Company recorded an estimated accrual of $3.2 million and $5.3 million in the condensed consolidated balance sheets as of September 30, 2022 and December 31, 2021, respectively. Management’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 management’s current knowledge, the amount or range of reasonably possible loss will not, either individually or in the aggregate, have a material adverse effect on the Company’s business, results of operations, financial condition, or cash flows. Legal fees are expensed as incurred. Indemnifications The Company has entered into indemnification agreements with all of its directors. The indemnification agreements and its Amended and Restated Bylaws (the “Bylaws”) require the Company to indemnify these individuals to the fullest extent not prohibited by Delaware law. Subject to certain limitations, the indemnification agreements and Bylaws also require the Company to advance expenses incurred by its directors. No demands have been made for the Company to provide indemnification under the indemnification agreements or the Bylaws, and thus, there are no claims that management is aware of that could have a material adverse effect on the Company’s business, results of operations, financial condition, or cash flows. In the ordinary course of business, the Company 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 the Company’s indemnification provisions.

Income Taxes	9 Months Ended
Income Taxes	Sep. 30, 2022
Income Tax Disclosure [Abstract]
Income Taxes	Income TaxesProvision for income taxes for the three and nine months ended September 30, 2022 was $416.0 thousand and $564.0 thousand, respectively, and the effective tax rates were 0.6% and 0.6%, respectively. Provision for income taxes for the three and nine months ended September 30, 2021 was $133.0 thousand and $226.0 thousand, respectively, and the effective tax rates were 0.2% and 0.1%, respectively. The difference between Sonder’s effective tax rate and the U.S. statutory rate of 21.0% 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
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-Paragraph 21
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-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

Related Party Transactions	9 Months Ended
Related Party Transactions	Sep. 30, 2022
Related Party Transactions [Abstract]
Related Party Transactions	Related Party Transactions Francis Davidson Promissory Note In November 2019, Legacy Sonder entered into the Promissory Note with its CEO, Francis Davidson. At 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, and as such, no balances were outstanding at September 30, 2022. Refer to Note 8, Equity Incentive Plans and Stock-Based Compensation, for additional details related to the Promissory Note. Convertible Notes The Company’s investors and their affiliates held $43.3 million of the $165.0 million Convertible Notes discussed in Note 5, Debt. The Convertible Notes automatically converted into shares of Sonder common stock immediately prior to the consummation of the Business Combination. Refer to Note 5 for additional details related to the transaction.

Business Combination

9 Months Ended

Sep. 30, 2022

Business Combination and Asset Acquisition [Abstract]

Business Combination

On January 18, 2022, the Company closed the previously announced Business Combination pursuant to the Agreement and Plan of Merger, dated 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”)) (collectively, the “Merger Agreement”), 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 (the “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 and, together with the other transactions contemplated by the Merger Agreement (the “Second Merger”). As a result of the First Merger, Second Merger Sub owned 100.0% 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.) now owns 100.0% of the outstanding interests in the surviving entity of the Second Merger (the “Surviving Entity”).

The aggregate merger consideration (excluding any Earn Out shares) paid to securityholders of Legacy Sonder 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 (the “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: (i) the exercise of Rollover Options (as defined below) and (ii) the exchange of the Post-Combination Exchangeable Common Stock (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 (the “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 recapitalization 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 recapitalization 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 Post-Combination Exchangeable Common Stock whose terms provide: (i) 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 (ii) that such Post-Combination Exchangeable Common Stock 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 and 2020 in the condensed consolidated statement of mezzanine equity and stockholders’ equity (deficit) and for the three and nine months ended September 30, 2022 have been adjusted for the application of the recapitalization 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, immediately prior to the closing of the Business Combination, holders of Legacy Sonder Common Stock, Legacy Sonder Canada Exchangeable Common Shares, and warrants of Legacy Sonder were entitled to 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 the Company’s reported financial position and results is an increase in cash (as compared to the Company’s consolidated balance sheet at December 31, 2021) of approximately $401.9 million, net of the payoff of $24.7 million outstanding principal of certain promissory notes which were executed under the 2018 Loan and Security Agreement, 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 treated 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 the Company is no longer eligible to utilize these foreign capital loss carryforwards in future periods.

Closing of Private Investment in Public Equity (“PIPE”) Investments

Pursuant to subscription agreements entered into in connection with the Merger Agreement (the “Existing Subscription Agreements”), certain investors agreed to subscribe for an aggregate of 20,000,000 newly issued shares of Class A Stock (which became common stock upon the effectiveness of the Amended and Restated Certificate of Incorporation) for a purchase price of $10.00 per share, or an aggregate value of approximately $200 million (the “Existing PIPE Investment”). In addition, pursuant to subscription agreements entered into in connection with Amendment No.1, certain investors agreed to subscribe for an additional 11,507,074 newly issued shares of Class A Stock (which became common stock upon the effectiveness of the Amended and Restated Certificate of Incorporation) for a purchase price of $8.89 per share, or an aggregate value of approximately $102.3 million (the “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 value of approximately $7.1 million (the “Additional Sponsor PIPE Commitment” and, together with the Existing PIPE Investment and the New PIPE Investment, the “PIPE Investment”). At the closing 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 nine months ended September 30, 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	159,225
Repayment of debt	(24,680)
Net proceeds from Business Combination, PIPE, and Delayed Draw Notes	$	401,918

Restructuring Activities	9 Months Ended
Restructuring Activities	Sep. 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 21.0% reduction of existing corporate roles and 7.0% reduction of existing frontline roles. In the three and nine months ended September 30, 2022, total restructuring and other charges were zero and $4.0 million, respectively, and are included in restructuring and other charges in the condensed consolidated statement of operations and comprehensive loss.

Subsequent Events	9 Months Ended
Subsequent Events	Sep. 30, 2022
Subsequent Events [Abstract]
Subsequent Events	Subsequent Events On October 18, 2022, the Company launched an option repricing program whereby eligible employees may elect to reprice certain outstanding stock options, whether vested or unvested (collectively the “Eligible Options”), with modified vesting terms. Options repriced under the option repricing program will have a new exercise price based on the closing price of the Company’s common stock on the Nasdaq Global Select Market on the expiration date of the offer to reprice, which is expected to be November 15, 2022. On October 18, 2022, the Company filed a tender offer statement on Schedule TO, and subsequently, amendments to the Schedule TO, in connection with the commencement of the option repricing program. On November 4, 2022, the Company extended the date on which the Post-Combination Exchangeable Shares of Sonder Canada Inc. are subject to mandatory exchange into shares of the Company’s common stock for an additional five years to January 18, 2028, which may be extended further by Sonder Canada Inc. upon prior notice to the holders of the exchangeable shares.

Basis of Presentation (Policies)	9 Months Ended
Basis of Presentation (Policies)	Sep. 30, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Basis of Financial Statement Presentation and Principles of Consolidation	Basis of Financial Statement Presentation and Principles of ConsolidationThe 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 the Company’s financial position at September 30, 2022 and its results of operations and comprehensive loss, mezzanine equity and stockholders’ equity (deficit), for the three and nine months ended September 30, 2022 and 2021, and cash flows for the nine months ended September 30, 2022 and 2021. The Company’s condensed consolidated results of operations and comprehensive loss, mezzanine equity and stockholders’ equity (deficit) for the three and nine months ended September 30, 2022 and cash flows for the nine months ended September 30, 2022 are not necessarily indicative of the results to be expected for the full year.
Use of Estimates	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 the fair value of share-based awards, estimated useful life of software development costs, bad-debt allowances, 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.
Reclassification	Reclassification Certain amounts reported in previous consolidated financial statements have been reclassified to conform to current period presentation. These reclassifications did not affect previously reported amounts of net income, total assets, or total stockholders’ equity (deficit).
Recent Accounting Pronouncements	Recently Adopted Accounting Standards In February 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 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 ROU assets and lease liabilities on the balance sheet for substantially all leases under U.S. GAAP. The Company has elected to use the transition relief approach as provided in ASU 2018-11, which permits the Company to use January 1, 2022 as both the application date and the adoption date, rather than the modified retrospective approach. The Company also elected certain relief options offered within the new standard, which include the package of practical expedients, the option not to recognize an ROU asset and lease liability that arise from short-term leases (i.e., leases with terms of 12 months or less), and the option of hindsight when determining lease term. Substantially all of the Company’s lease agreements are considered operating leases and were not previously recognized on the Company’s balance sheets. On January 1, 2022, the Company recognized $1.0 billion in operating lease ROU assets, $1.1 billion of operating lease liabilities, and a $66.1 million reduction to deferred rent, which was recorded as a reduction the ROU asset measured on the adoption date. Refer to Note 6, Leases, for further discussion of the Company’s lease accounting. In August 2020, the FASB issued ASU 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies the accounting for convertible instruments by reducing the number of accounting models available for convertible debt instruments. This guidance also eliminates the treasury stock method to calculate diluted earnings per share for convertible instruments and requires the use of the if-converted method. For public companies, the guidance is effective for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years. Early adoption is permitted. The Company early adopted ASU 2020-06 beginning January 1, 2021, and the adoption did not have a material impact on its condensed consolidated financial statements. Recently Issued Accounting Standards Not Yet Adopted In June 2016, the 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 was effective for public business entities for fiscal years beginning after December 15, 2019. In November 2019, FASB issued amended guidance which defers the effective date for emerging growth companies for fiscal years beginning after December 15, 2022, and interim periods therein. The Company is currently evaluating the impact ASU 2016-13 will have on its condensed consolidated financial statements. In March 2020, the 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. The Company does not have any hedging relationships and currently does not have material contracts impacted by reference rate reform; however, the Company will continue to assess contracts through December 31, 2022.

Revenue (Tables)

9 Months Ended

Sep. 30, 2022

Revenue from Contract with Customer [Abstract]

Schedule of Disaggregated Revenue

The following table sets forth the Company’s total revenues for the periods indicated, disaggregated between direct and indirect revenue (in thousands):


	Three months ended September 30,				Nine months ended September 30,
	2022		2021		2022		2021
Direct revenue	$	49,392	$	33,912	$	124,169	$	77,968
Indirect revenue	75,134		33,542		202,145		68,313
Total revenue	$	124,526	$	67,454	$	326,314	$	146,281

Fair Value Measurement and Financial Instruments (Tables)

9 Months Ended

Sep. 30, 2022

Fair Value Disclosures [Abstract]

Schedule of Financial Liabilities Measured on Recurring Basis

The following table summarizes the Company’s Level 2 and Level 3 financial liabilities measured at fair value on a recurring basis as of September 30, 2022 (in thousands):


	Level 2		Level 3		Total
Earn Out liability	$	3,818	$	—	$	3,818
Public Warrants	—		1,080		1,080
Private Placement Warrants	—		660		660
Total financial liabilities measured and recorded at fair value	$	3,818	$	1,740	$	5,558


	Level 3
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 represents changes in the Company’s Level 3 liabilities measured at fair value for the nine months ended September 30, 2022 (in thousands):


	Level 3
Beginning balance at January 1, 2022	$	33,610
Public Warrants liability recognized upon closing of Business Combination	23,670
Private Placement Warrants liability recognized upon closing of Business Combination	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	(22,590)
Decrease in fair value of Private Placement Warrants liability	(13,805)
Conversion of preferred stock warrant liabilities to equity	(3,288)
Total financial liabilities measured and recorded at fair value	$	1,740

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


	Level 3
Beginning balance at January 1, 2021	$	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

Debt (Tables)

9 Months Ended

Sep. 30, 2022

Debt Disclosure [Abstract]

Schedule of Long-term Debt, Net

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


	September 30, 2022		December 31, 2021
Principal balance	$	177,409	$	11,361
Less: Delayed Draw Warrants liability	(5,122)		—
Less: unamortized deferred issuance costs	(5,580)		(625)
Long-term debt, net	$	166,707	$	10,736

- 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.

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+ Details

Leases (Tables)

9 Months Ended

Sep. 30, 2022

Leases [Abstract]

Schedule of Lease Cost and Supplemental Information

Components of operating lease expense were as follows for the periods indicated (in thousands):


	Three months ended September 30, 2022		Nine months ended September 30, 2022
Operating lease cost	$	61,498	$	191,908
Short-term lease cost	1,951		2,430

Total operating lease cost	$	63,449	$	194,338

Supplemental information related to operating leases was as follows for the periods indicated (in thousands):


	Three months ended September 30, 2022		Nine months ended September 30, 2022
Cash payments for operating leases	$	64,690	$	171,292
New operating lease ROU assets obtained in exchange for operating lease liabilities	$	73,007	$	199,875

Schedule of Future Minimum Lease Payments after Adoption

At September 30, 2022, remaining maturities of operating lease obligations were as follows (in thousands):


Remainder of 2022	$	59,907
2023	263,330
2024	252,202
2025	237,237
2026	212,799
2027	170,179
Thereafter	504,964
Gross lease payments	1,700,618
Less: imputed interest	463,188
Total operating lease obligations, net 1	$	1,237,430
1 Total operating lease obligations, net excludes $8.5 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

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


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

Warrants and Stockholders’ Equity (Deficit) (Tables)

9 Months Ended

Sep. 30, 2022

Equity [Abstract]

Schedule of Preferred Stock Warrants Outstanding


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

Schedule of Post-Combination Exchangeable Shares

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


	Shares Authorized	Shares Issued and Outstanding	Issuance Price Per Share		Net Carrying Value		Aggregate Liquidation Preference
Post-Combination Exchangeable Common Stock	40,000,000	20,834,164	$	1.54	$	32,081	$	32,081


	Shares Authorized	Shares Issued and Outstanding	Issuance Price Per Share		Net Carrying Value		Aggregate Liquidation Preference
Series AA Common	22,517,608	9,421,190	$	—	$	—	$	—
Series Seed 1	2,588,866	2,588,866	$	0.53	$	1,359	$	1,372
Series Seed 2	1,209,160	1,209,160	$	0.50	$	606	$	605
Series Seed 3	704,380	704,380	$	1.09	$	787	$	768
Series A	183,420	183,420	$	1.36	$	250	$	250
Series B	2,335,500	2,335,500	$	2.40	$	5,610	$	5,605
Series C	3,175,207	3,175,207	$	5.04	$	15,991	$	16,003
Series D	2,057,926	1,953,125	$	10.50	$	20,600	$	20,600
Series E	420,570	420,570	$	10.77	$	4,530	$	4,530
Total exchangeable shares	35,192,637	21,991,418	$	—	$	49,733	$	49,733

Schedule of Exchangeable and Redeemable Convertible Preferred Stock


	Shares Authorized	Shares Issued and Outstanding	Issuance Price Per Share		Net Carrying Value		Aggregate Liquidation Preference
Series Seed 1	3,702,526	785,420	$	0.53	$	269	$	416
Series Seed 1-A	3,702,526	328,240	0.53		$	174	$	174
Series Seed 2	1,719,560	470,994	0.50		$	222	$	235
Series Seed 2-A	1,719,560	39,406	0.50		$	20	$	20
Series Seed 3	704,380	—	1.09		$	—	$	—
Series Seed 3-A	704,380	—	1.09		$	—	$	—
Series A	7,023,193	6,780,333	1.36		$	9,241	$	9,221
Series A-1	7,023,193	—	1.36		$	—	$	—
Series B	15,611,276	13,218,080	2.40		$	27,105	$	31,723
Series B-1	15,611,276	—	2.40		$	—	$	—
Series C	19,070,648	12,143,631	5.04		$	56,496	$	61,204
Series C-1	19,070,648	3,513,536	5.04		$	17,708	$	17,708
Series D	21,603,476	3,481,893	10.50		$	35,808	$	36,560
Series D-1	21,603,476	16,049,365	10.50		$	168,518	$	168,518
Series E	34,932,992	18,956,184	10.77		$	203,189	$	204,159
Total redeemable convertible preferred stock	173,803,110	75,767,082	—		$	518,750	$	529,938

Schedule of Shares of Common Stock Reserved for Future Issuance

As of September 30, 2022, the Company had reserved the following shares of common stock for future issuance:


			September 30, 2022
Conversion of exchangeable shares			20,873,522
Outstanding stock options			32,655,185
Outstanding restricted stock units (“RSUs”)			26,337,247
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 Employee Stock Purchase Plan			5,251,225
Shares available for grant under the 2021 Equity Incentive Plan			13,466,630
Total common stock reserved for future issuance			144,558,747

As of December 31, 2021, the Company 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.

Equity Incentive Plans and Stock-Based Compensation (Tables)

9 Months Ended

Sep. 30, 2022

Share-Based Payment Arrangement [Abstract]

Schedule of Stock-Based Compensation

Total stock-based compensation expense is as follows for the periods indicated (in thousands):


	Three months ended September 30,				Nine months ended September 30,
	2022		2021		2022		2021
Operations and support	$	1,333	$	639	$	3,305	$	1,579
General and administrative	4,110		2,405		12,130		17,524
Research and development	855		475		2,441		1,016
Sales and marketing	107		54		263		55
Total stock-based compensation expense	$	6,405	$	3,573	$	18,139	$	20,174

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 the Company’s stock options granted to employees, non-employees, officers, and directors:


	Three months ended September 30,				Nine months ended September 30,
	2022		2021		2022		2021
Expected term (in years)	6.07		4.00		4.09 - 6.07		3.99 - 4.00
Expected volatility	50.0	%	64.0	%	50.0%-55.4%		64.0	%
Dividend yield	—	%	—	%	—	%	—	%
Risk-free interest rate	2.89	%	0.61	%	1.79%-2.93%		0.41% - 0.61%
Weighted-average grant-date fair value per share	$1.09		$6.59		$0.87 - $2.13		$4.54 - $6.59

Net Loss Per Common Share (Tables)

9 Months Ended

Sep. 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 for the periods indicated (in thousands, except number of shares and per share information):


	Three months ended September 30,				Nine months ended September 30,
	2022		2021		2022		2021
Numerator:
Net loss	$	(74,499)	$	(64,584)	$	(95,882)	$	(217,074)
Less: Net loss attributable to convertible and exchangeable preferred stockholders	—		—		(3,886)		—
Net loss attributable to common stockholders	$	(74,499)	$	(64,584)	$	(91,996)	$	(217,074)
Denominator:
Weighted average basic common shares outstanding	215,682,346		12,204,601		202,513,880		11,472,291
Add: Dilutive effect of outstanding stock awards	—		—		—		—
Weighted average diluted common shares outstanding	215,682,346		12,204,601		202,513,880		11,472,291
Net loss per common share:
Basic	$	(0.35)	$	(5.29)	$	(0.45)	$	(18.92)
Diluted	$	(0.35)	$	(5.29)	$	(0.45)	$	(18.92)

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:


	September 30,
	2022	2021
Options to purchase common stock	32,655,185	26,178,842
Common stock subject to repurchase or forfeiture	2,043,262	2,563,110
Outstanding MSUs	14,499,972	—
Redeemable convertible preferred stock(1)	—	111,257,435
Exchangeable shares	20,834,164	32,310,553
Total common stock equivalents	70,032,583	172,309,940

____________

(1)Includes the warrants reclassified to equity as of September 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)

9 Months Ended

Sep. 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	159,225
Repayment of debt	(24,680)
Net proceeds from Business Combination, PIPE, and Delayed Draw Notes	$	401,918

Basis of Presentation (Details)	Sep. 30, 2022 entity
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Number of variable interest entities	1

Recently Issued Accounting Standards (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Jan. 01, 2022	Dec. 31, 2021
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Operating lease right-of-use ("ROU") assets	$ 1,139,713		$ 0
Operating lease liability	1,237,430
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 ("ROU") assets		$ 1,000,000
Operating lease liability		1,100,000
Decrease in deferred rent including tenant improvement allowances		$ 66,100

Revenue - Disaggregated Revenue by Channel (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Disaggregation of Revenue [Line Items]
Total revenue	$ 124,526	$ 67,454	$ 326,314	$ 146,281
Direct revenue
Disaggregation of Revenue [Line Items]
Total revenue	49,392	33,912	124,169	77,968
Indirect revenue
Disaggregation of Revenue [Line Items]
Total revenue	$ 75,134	$ 33,542	$ 202,145	$ 68,313

- 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
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8906-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 40
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9031-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 41
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9038-108599

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 4
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130543-203045

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 42
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9054-108599

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 5
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130545-203045

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 924
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 11.L)
-URI https://asc.fasb.org/extlink&oid=6472922&loc=d3e499488-122856

+ Details

Revenue - Narrative (Details) - Net Accounts Receivable - Customer Concentration Risk	9 Months Ended	12 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Third-Party Online Travel Agency One
Product Information [Line Items]
Concentration percentage	26.30%	29.00%
Third-Party Online Travel Agency Two
Product Information [Line Items]
Concentration percentage	16.90%
Third-Party Online Travel Agency Three
Product Information [Line Items]
Concentration percentage	15.50%
Online Travel Agency, Third-Party, Four
Product Information [Line Items]
Concentration percentage	14.80%

Fair Value Measurement and Financial Instruments - Narrative (Details) $ / shares in Units, $ in Millions	Jan. 18, 2022 $ / shares shares	Sep. 30, 2022 USD ($) $ / shares
Common Stock
Class of Warrant or Right [Line Items]
Aggregate number of contingently issuable shares (in shares)	14,500,000
Public Warrants
Class of Warrant or Right [Line Items]
Exercise price (in dollars per share) \| $ / shares	$ 11.50	$ 0.12
Term of warrants		4 years 3 months 18 days
Public Warrants \| Measurement Input, Price Volatility
Class of Warrant or Right [Line Items]
Warrants liability, measurement input		0.563
Public Warrants \| Gores Metropoulos Sponsor II, LLC
Class of Warrant or Right [Line Items]
Number outstanding (in shares)	9,000,000
Private Placement Warrants
Class of Warrant or Right [Line Items]
Number outstanding (in shares)	5,500,000
Exercise price (in dollars per share) \| $ / shares	$ 11.50
Delayed Draw Warrants
Class of Warrant or Right [Line Items]
Share-settled redemption feature \| $		$ 5.6

Fair Value Measurement and Financial Instruments - Schedule of Financial Liabilities Measured on Recurring Basis (Details) - Fair Value, Recurring - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Other non-current liabilities:
Total financial liabilities measured and recorded at fair value	$ 5,558
Earn Out liability
Other non-current liabilities:
Other non-current liabilities	3,818
Public Warrants
Other non-current liabilities:
Other non-current liabilities	1,080
Private Placement Warrants
Other non-current liabilities:
Other non-current liabilities	660
Level 2
Other non-current liabilities:
Total financial liabilities measured and recorded at fair value	3,818
Level 2 \| Earn Out liability
Other non-current liabilities:
Other non-current liabilities	3,818
Level 2 \| Public Warrants
Other non-current liabilities:
Other non-current liabilities	0
Level 2 \| Private Placement Warrants
Other non-current liabilities:
Other non-current liabilities	0
Level 3
Other non-current liabilities:
Total financial liabilities measured and recorded at fair value	1,740	$ 33,610
Level 3 \| Earn Out liability
Other non-current liabilities:
Other non-current liabilities	0
Level 3 \| Public Warrants
Other non-current liabilities:
Other non-current liabilities	1,080
Level 3 \| Private Placement Warrants
Other non-current liabilities:
Other non-current liabilities	$ 660
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

Fair Value Measurement and Financial Instruments - Financial Liabilities Measured at Fair Value (Details) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended	12 Months Ended
	Sep. 30, 2022	Sep. 30, 2022	Dec. 31, 2021
Public Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Decrease in fair value	$ 800	$ (22,500)
Private Placement Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Decrease in fair value	500	(13,800)
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	$ 1,740	1,740	33,610
Level 3 \| Fair Value, Recurring \| Public Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Recognition		23,670
Decrease in fair value		(22,590)
Level 3 \| Fair Value, Recurring \| Private Placement Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Recognition		14,465
Decrease in fair value		(13,805)
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)

Debt - Narrative (Details)		1 Months Ended			3 Months Ended			9 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 ($)	Sep. 30, 2022 USD ($)	Sep. 30, 2021 USD ($)	Jun. 30, 2021 USD ($)	Sep. 30, 2022 USD ($)	Sep. 30, 2021 USD ($)	Dec. 31, 2020 CAD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2018 USD ($)
Debt Instrument [Line Items]
Proceeds from delayed draw notes								$ 159,225,000	$ 0
Gain on conversion					$ 0	$ 0		29,512,000	0
Issuance of common stock upon exercise of common stock warrants							$ 120,000
Deferred loan issuance costs					5,580,000			5,580,000			$ 625,000
Repayment of debt								24,680,000	11,900,000
Early termination fees								3,065,000	0
Restricted cash					1,131,000	$ 215,000		1,131,000	$ 215,000		215,000
Delayed Draw Warrants
Debt Instrument [Line Items]
Number outstanding (in shares) \| shares	2,475,000
Exercise price (in dollars per share) \| $ / shares	$ 12.50
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]
Proceeds from delayed draw notes		$ 165,000,000
Debt maturity	5 years
Interest rate payable annually	9.00%
Initial term of debt attributable to payment in kind	2 years
Delayed Draw Notes \| Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate
Debt Instrument [Line Items]
Variable interest rate	0.30%
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]
Deferred loan issuance costs											600,000
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
Repayment of debt		24,500,000
Early termination fees		3,100,000
Write off of deferred debt issuance cost		$ 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				0.30%
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					$ 34,000,000			$ 34,000,000
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

Debt - Schedule of Long-Term Debt, Net (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Debt Disclosure [Abstract]
Principal balance	$ 177,409	$ 11,361
Less: Delayed Draw Warrants liability	(5,122)	0
Less: unamortized deferred issuance costs	(5,580)	(625)
Long-term debt, net	$ 166,707	$ 10,736

- Definition

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

+ References + Details

Leases - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
Leases - Narrative (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Jan. 01, 2022	Dec. 31, 2021
Operating Leased Assets [Line Items]
Operating lease right-of-use ("ROU") assets	$ 1,139,713		$ 1,139,713			$ 0
Operating lease liability	1,237,430		1,237,430
Decrease in other liabilities	$ (5,844)		$ (5,844)			$ (3,906)
Weighted average remaining lease term	7 years 2 months 15 days		7 years 2 months 15 days
Weighted average discount rate	9.50%		9.50%
Future lease payments for leases not yet commenced	$ 1,900,000		$ 1,900,000
Rent expense for operating leases	61,500	$ 46,900	$ 193,800	$ 125,500
Minimum
Operating Leased Assets [Line Items]
Lease term for leases not yet commenced			3 years
Maximum
Operating Leased Assets [Line Items]
Lease term for leases not yet commenced			15 years
Cumulative Effect Adjustment
Operating Leased Assets [Line Items]
Operating lease right-of-use ("ROU") assets					$ 1,000,000
Operating lease liability					$ 1,100,000
Cost of Revenue
Operating Leased Assets [Line Items]
Rent expense for operating leases	63,600	45,000	$ 189,600	119,200
Operations and Support
Operating Leased Assets [Line Items]
Rent expense for operating leases	500	1,100	1,400	3,800
General and Administrative
Operating Leased Assets [Line Items]
Rent expense for operating leases	$ 900	$ 800	$ 2,800	$ 2,500

Leases - Lease Cost and Supplemental Information (Details) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2022
Lease, Cost [Abstract]
Operating lease cost	$ 61,498	$ 191,908
Short-term lease cost	1,951	2,430
Total operating lease cost	63,449	194,338
Cash payments for operating leases	64,690	171,292
New operating lease ROU assets obtained in exchange for operating lease liabilities	$ 73,007	$ 199,875

Leases - Schedule of Future Minimum Lease Payments Under Non-Cancellable Leases After Adoption (Details) $ in Thousands	Sep. 30, 2022 USD ($)
Operating Leases
Remainder of 2022	$ 59,907
2023	263,330
2024	252,202
2025	237,237
2026	212,799
2027	170,179
Thereafter	504,964
Gross lease payments	1,700,618
Less: imputed interest	463,188
Total operating lease obligations, net	1,237,430
Allowances for leases that have not yet commenced	$ 8,500

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

Warrants and Stockholders’ Equity (Deficit) - Narrative (Details) $ / shares in Units, $ in Thousands		1 Months Ended	3 Months Ended			9 Months Ended
	Jan. 18, 2022 USD ($) $ / shares shares	Jan. 31, 2022 shares	Sep. 30, 2022 USD ($) shares	Mar. 31, 2022 USD ($) shares	Jun. 30, 2021 USD ($) shares	Sep. 30, 2022 USD ($) shares	Jun. 30, 2022 shares	Jan. 17, 2022 shares	Dec. 31, 2021 shares	Sep. 30, 2021 shares	Mar. 31, 2021 shares	Dec. 31, 2020 shares
Class of Stock [Line Items]
Exchange rate	1.4686
Issuance of common stock upon exercise of common stock warrants \| $					$ 120
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
Public Warrants
Class of Stock [Line Items]
Fair value of liability \| $	$ 23,600
Increase (decrease) in fair value \| $			$ 800			$ (22,500)
Private Placement Warrants
Class of Stock [Line Items]
Fair value of liability \| $	14,500
Increase (decrease) in fair value \| $			500			(13,800)
Public Warrants
Class of Stock [Line Items]
Number of units required to be purchased (in units)		5
Sonder Legacy Warrants
Class of Stock [Line Items]
Conversion of Sonder Legacy Warrants \| $				$ 1,243
Public Warrants \| Fair Value, Recurring
Class of Stock [Line Items]
Other non-current liabilities \| $			1,080			1,080
Private Placement Warrants \| Fair Value, Recurring
Class of Stock [Line Items]
Other non-current liabilities \| $			$ 660			$ 660
Additional Paid-in Capital
Class of Stock [Line Items]
Issuance of common stock upon exercise of common stock warrants \| $					$ 120
Reclassification of warrants from liability to equity \| $	2,000
Additional Paid-in Capital \| Sonder Legacy Warrants
Class of Stock [Line Items]
Issuance of common stock upon exercise of common stock warrants \| $	1,200
Conversion of Sonder Legacy Warrants \| $				$ 1,243
Additional Paid-in Capital \| Delayed Draw Warrants
Class of Stock [Line Items]
Conversion of Sonder Legacy Warrants \| $	$ 5,600
Post-Combination Exchangeable Common Shares
Class of Stock [Line Items]
Number of shares converted (in shares)	150,092
Shares outstanding (in shares)			20,834,164			20,834,164
Common stock, shares authorized (in shares)			40,000,000			40,000,000
Post-Combination Exchangeable Common Shares \| Common Stock
Class of Stock [Line Items]
Issuance of common stock upon exercise of common stock warrants \| $	$ 49,700
Shares outstanding (in shares)			20,834,164	32,296,539	0	20,834,164	28,037,196		0	0	0	0
Shares issued upon conversion (in shares)	32,296,539
Exchangeable Shares
Class of Stock [Line Items]
Shares outstanding (in shares)									9,421,190
Common stock, shares authorized (in shares)									22,517,608
Exchangeable Shares \| Common Stock
Class of Stock [Line Items]
Shares outstanding (in shares)								21,991,418
Common Stock
Class of Stock [Line Items]
Issuance of common stock upon exercise of common stock warrants \| $	$ 518,800
Common stock, shares authorized (in shares)	400,000,000
Common Stock \| Common Stock
Class of Stock [Line Items]
Number of shares converted (in shares)					82,352
Shares outstanding (in shares)			197,209,656	184,678,577	11,929,282	197,209,656	189,343,553		12,751,662	12,442,040	10,908,802	10,529,340
Redeemable Convertible Preferred Stock
Class of Stock [Line Items]
Mezzanine equity, shares outstanding (in shares)			0	0	111,257,435	0	0		111,271,424	111,257,435	111,257,435	111,121,045
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

Warrants and Stockholders’ Equity (Deficit) - Schedule of Preferred Stock Warrants Outstanding (Details)	Sep. 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

Warrants and Stockholders’ Equity (Deficit) - Schedule of Post-Combination Exchangeable Common Shares (Details) - Post-Combination Exchangeable Common Shares $ / shares in Units, $ in Thousands	Sep. 30, 2022 USD ($) $ / shares shares
Class of Stock [Line Items]
Shares authorized (in shares) \| shares	40,000,000
Shares outstanding (in shares) \| shares	20,834,164
Issuance price per share (in dollars per share) \| $ / shares	$ 1.54
Net carrying value \| $	$ 32,081
Aggregate liquidation preference \| $	$ 32,081

Warrants and Stockholders’ Equity (Deficit) - Schedule of Exchangeable and Redeemable Convertible Preferred Stock (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Jun. 30, 2021	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2021	Sep. 30, 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
Total exchangeable shares
Temporary Equity [Line Items]
Mezzanine equity, shares authorized (in shares)					35,192,637
Mezzanine equity, shares outstanding (in shares)					21,991,418
Net carrying value					$ 49,733
Aggregate liquidation preference					$ 49,733
Series AA Common
Temporary Equity [Line Items]
Shares authorized (in shares)					22,517,608
Shares outstanding (in shares)					9,421,190
Series Seed 1
Temporary Equity [Line Items]
Mezzanine equity, shares authorized (in shares)					2,588,866
Mezzanine equity, shares outstanding (in shares)					2,588,866
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)					1,209,160
Mezzanine equity, shares outstanding (in shares)					1,209,160
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)					704,380
Mezzanine equity, shares outstanding (in shares)					704,380
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)					183,420
Mezzanine equity, shares outstanding (in shares)					183,420
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)					2,335,500
Mezzanine equity, shares outstanding (in shares)					2,335,500
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)					3,175,207
Mezzanine equity, shares outstanding (in shares)					3,175,207
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)					2,057,926
Mezzanine equity, shares outstanding (in shares)					1,953,125
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)					420,570
Mezzanine equity, shares outstanding (in shares)					420,570
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)					173,803,110
Mezzanine equity, shares outstanding (in shares)	111,257,435	0	0	0	111,271,424	111,257,435	111,257,435	111,121,045
Net carrying value	$ 518,750	$ 0	$ 0	$ 0	$ 518,750	$ 518,750	$ 518,750	$ 517,730
Aggregate liquidation preference					$ 529,938
Total redeemable convertible preferred stock \| Previously Reported
Temporary Equity [Line Items]
Mezzanine equity, shares outstanding (in shares)					75,767,082			75,664,679
Net carrying value					$ 518,750			$ 517,730
Series Seed 1
Temporary Equity [Line Items]
Mezzanine equity, shares authorized (in shares)					3,702,526
Mezzanine equity, shares outstanding (in shares)					785,420
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)					3,702,526
Mezzanine equity, shares outstanding (in shares)					328,240
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)					1,719,560
Mezzanine equity, shares outstanding (in shares)					470,994
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)					1,719,560
Mezzanine equity, shares outstanding (in shares)					39,406
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)					704,380
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)					704,380
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)					7,023,193
Mezzanine equity, shares outstanding (in shares)					6,780,333
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)					7,023,193
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)					15,611,276
Mezzanine equity, shares outstanding (in shares)					13,218,080
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)					15,611,276
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)					19,070,648
Mezzanine equity, shares outstanding (in shares)					12,143,631
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)					19,070,648
Mezzanine equity, shares outstanding (in shares)					3,513,536
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)					21,603,476
Mezzanine equity, shares outstanding (in shares)					3,481,893
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)					21,603,476
Mezzanine equity, shares outstanding (in shares)					16,049,365
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)					34,932,992
Mezzanine equity, shares outstanding (in shares)					18,956,184
Issuance price per share (in dollars per share)					$ 10.77
Net carrying value					$ 203,189
Aggregate liquidation preference					$ 204,159

Warrants and Stockholders’ Equity (Deficit) - Schedule of Shares of Common Stock Reserved for Future Issuance (Details) - shares	Sep. 30, 2022	Jan. 18, 2022	Dec. 31, 2021
Class of Stock [Line Items]
Total common stock reserved for future issuance (in shares)	144,558,747		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)	13,466,630
Stock Options
Class of Stock [Line Items]
Total common stock reserved for future issuance (in shares)	32,655,185		19,865,244
Stock Options \| 2021 Equity Incentive Plan
Class of Stock [Line Items]
Total common stock reserved for future issuance (in shares)		13,466,630
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)	26,337,247
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)	5,251,225
Exchangeable Shares
Class of Stock [Line Items]
Total common stock reserved for future issuance (in shares)	20,873,522
Preferred Stock and Exchangeable Shares
Class of Stock [Line Items]
Total common stock reserved for future issuance (in shares)			208,995,747

Equity Incentive Plans and Stock-Based Compensation - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands							3 Months Ended		9 Months Ended
	Jan. 01, 2023	Jan. 18, 2022	Jan. 17, 2022	Jan. 14, 2022	Feb. 18, 2021	Nov. 15, 2019	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total common stock reserved for future issuance (in shares)							144,558,747		144,558,747		230,720,775
Total stock-based compensation expense							$ 6,405	$ 3,573	$ 18,139	$ 20,174
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)				$ 13.85
Aggregate purchase price				$ 25,700
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%
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
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]
Total common stock reserved for future issuance (in shares)							13,466,630		13,466,630
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%
Stock Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total common stock reserved for future issuance (in shares)							32,655,185		32,655,185		19,865,244
Total stock-based compensation expense							$ 4,000	3,600	$ 12,100	8,600
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
Number of shares authorized for issuance (in shares)		26,002,371
Total common stock reserved for future issuance (in shares)		13,466,630
Restricted Stock Units (RSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period									4 years
Total common stock reserved for future issuance (in shares)							26,337,247		26,337,247
Total stock-based compensation expense							$ 1,600	0	$ 2,500	0
Vesting percentages									16.66%
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
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total common stock reserved for future issuance (in shares)							5,251,225		5,251,225
Employee Stock \| Sonder Holdings Inc. 2021 Employee Stock Purchase Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percentage of shares outstanding as of last day of preceding year									1.00%
Purchase price of common stock, percentage of fair market value									85.00%
Percentage of employee compensation eligible for contribution									15.00%
Offering period									27 months
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		$ 3,200
Market Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Contractual term									5 years
Vesting period									4 years
Total common stock reserved for future issuance (in shares)							14,499,972		14,499,972
Total stock-based compensation expense							$ 300		$ 400
Vesting percentages									25.00%
Shares granted (in shares)							14,499,972		14,499,972
Total grant-date fair value							$ 4,200		$ 4,200

Equity Incentive Plans and Stock-Based Compensation - Schedule of Stock-Based Compensation (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	$ 6,405	$ 3,573	$ 18,139	$ 20,174
Operations and support
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	1,333	639	3,305	1,579
General and administrative
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	4,110	2,405	12,130	17,524
Research and development
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	855	475	2,441	1,016
Sales and marketing
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	$ 107	$ 54	$ 263	$ 55

Equity Incentive Plans and Stock-Based Compensation - Schedule of Fair Value Inputs for Options (Details) - Stock Options - $ / shares	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term (in years)	6 years 25 days	4 years
Expected volatility, minimum			50.00%
Expected volatility, maximum			55.40%
Expected volatility	50.00%	64.00%		64.00%
Dividend yield	0.00%	0.00%	0.00%	0.00%
Risk-free interest rate	2.89%	0.61%
Risk-free interest rate, minimum			1.79%	0.41%
Risk-free interest rate, maximum			2.93%	0.61%
Weighted-average grant-date fair value per share (in dollars per share)	$ 1.09	$ 6.59
Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term (in years)			4 years 1 month 2 days	3 years 11 months 26 days
Weighted-average grant-date fair value per share (in dollars per share)			$ 0.87	$ 4.54
Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term (in years)			6 years 25 days	4 years
Weighted-average grant-date fair value per share (in dollars per share)			$ 2.13	$ 6.59

Net Loss Per Common Share - Schedule of Basic Earnings per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended						9 Months Ended
	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Sep. 30, 2022	Sep. 30, 2021
Numerator
Net loss	$ (74,499)	$ (43,775)	$ 22,392	$ (64,584)	$ (73,949)	$ (78,541)	$ (95,882)	$ (217,074)
Less: Net loss attributable to convertible and exchangeable preferred stockholders	0			0			(3,886)	0
Net loss attributable to common stockholders	$ (74,499)			$ (64,584)			$ (91,996)	$ (217,074)
Denominator
Weighted average basic common shares outstanding (in shares)	215,682,346			12,204,601			202,513,880	11,472,291
Add: Dilutive effect of outstanding stock awards (in shares)	0			0			0	0
Diluted weighted-average common stock outstanding (in shares)	215,682,346			12,204,601			202,513,880	11,472,291
Basic net loss per common share (in dollars per share)	$ (0.35)			$ (5.29)			$ (0.45)	$ (18.92)
Diluted net loss per common share (in dollars per share)	$ (0.35)			$ (5.29)			$ (0.45)	$ (18.92)

Net Loss Per Common Share - Schedule of Anti-Dilutive Securities (Details) - shares	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total common stock equivalents (in shares)	70,032,583	172,309,940
Options to purchase common stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total common stock equivalents (in shares)	32,655,185	26,178,842
Common stock subject to repurchase or forfeiture
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total common stock equivalents (in shares)	2,043,262	2,563,110
Outstanding MSUs
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total common stock equivalents (in shares)	14,499,972	0
Redeemable convertible preferred stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total common stock equivalents (in shares)	0	111,257,435
Exchangeable shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total common stock equivalents (in shares)	20,834,164	32,310,553

Commitments and Contingencies (Details) $ in Thousands		9 Months Ended
Commitments and Contingencies (Details) $ in Thousands	Jul. 30, 2020 USD ($)	Sep. 30, 2022 USD ($) surety_provider	Dec. 31, 2021 USD ($)
Loss Contingencies [Line Items]
Number of surety providers \| surety_provider		5
Amount outstanding		$ 166,707	$ 10,736
Broad Street Investigation
Loss Contingencies [Line Items]
Damages sought by other parties	$ 3,900
Estimated accrual for potential losses		3,200	$ 5,300
Surety Bond
Loss Contingencies [Line Items]
Aggregate principal amount		67,100
Amount outstanding		$ 33,600

- Definition

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

+ References + Details

Income Taxes - Narrative (Details) - USD ($)	3 Months Ended		9 Months Ended
Income Taxes - Narrative (Details) - USD ($)	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Income Tax Disclosure [Abstract]
Provision for income taxes	$ 416,000	$ 133,000	$ 564,000	$ 226,000
Effective tax rate	0.60%	0.20%	0.60%	0.10%

- Definition

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

+ References + Details

Related Party Transactions (Details) - USD ($) $ in Millions	Sep. 30, 2022	Dec. 31, 2021	Mar. 31, 2021
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 \| Promissory Note
Related Party Transaction [Line Items]
Interest on notes receivable from related party		$ 1.1
Related party notes receivable		$ 25.2

- Definition

For an unclassified balance sheet, amounts due from related parties including affiliates, employees, joint ventures, officers and stockholders, immediate families thereof, and pension funds.

+ References

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(k)(1))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 850
-SubTopic 10
-Section 50
-Paragraph 1
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=6457730&loc=d3e39549-107864

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iv))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(5))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(5))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 210
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-03.10(3))
-URI https://asc.fasb.org/extlink&oid=126897435&loc=d3e534808-122878

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(3)(a)(2))
-URI https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(C))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iv))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iii)(B))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 11: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 210
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-03.3)
-URI https://asc.fasb.org/extlink&oid=126734703&loc=d3e572229-122910

+ Details

Business Combination - Narrative (Details) $ / shares in Units, $ in Thousands		9 Months Ended
	Jan. 18, 2022 USD ($) $ / shares shares	Sep. 30, 2022 USD ($)	Sep. 30, 2021 USD ($)	Jan. 17, 2022 $ / shares	Jan. 14, 2022
Business Acquisition [Line Items]
Exchange rate	1.4686
Increase in cash from business combination \| $		$ 401,918
Repayment of debt \| $		24,680	$ 11,900
Nonrecurring transaction costs \| $		58,555
Proceeds from delayed draw notes \| $		$ 159,225	$ 0
Existing PIPE Investment holders
Business Acquisition [Line Items]
Number of shares issued (in 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)	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)	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)	190,160,300
Common stock par value (in dollars per share) \| $ / shares	$ 0.0001
Aggregate number of contingently issuable shares (in shares)	14,500,000
Common Stock \| Legacy Sonder Common Stockholders
Business Acquisition [Line Items]
Number of shares issued in transaction (in 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)	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)	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%

Business Combination - Schedule of Business Combination, PIPE and Delayed Draw Notes (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Business Acquisition [Line Items]
Cash - PIPE Financing and GMII trust and cash, net of redemptions	$ 325,928	$ 0
Less: transaction costs and advisory fees	(58,555)
Net Business Combination and PIPE	267,373
Proceeds from Delayed Draw Notes, net of issuance costs	159,225	0
Repayment of debt	(24,680)	$ (11,900)
Net Business Combination, PIPE, and Delayed Draw Notes	401,918
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

Restructuring Activities (Details) - USD ($) $ in Thousands		3 Months Ended		9 Months Ended
Restructuring Activities (Details) - USD ($) $ in Thousands	Jun. 09, 2022	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Restructuring Cost and Reserve [Line Items]
Pre-tax restructuring costs		$ 0	$ 0	$ 4,033	$ 0
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%

Subsequent Events (Details)	Nov. 04, 2022
Subsequent Event
Subsequent Event [Line Items]
Extension of post-exchangeable shares period	5 years