0001819395-23-000029 | 10-K | XBRL Viewer

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Cover - USD ($) $ in Millions	12 Months Ended
Cover - USD ($) $ in Millions	Dec. 31, 2022	Mar. 06, 2023	Jun. 30, 2022
Entity Information [Line Items]
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2022
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	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 Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
ICFR Auditor Attestation Flag	false
Entity Shell Company	false
Entity Public Float			$ 214.7
Entity Common Stock, Shares Outstanding		219,282,857
Entity Central Index Key	0001819395
Document Fiscal Period Focus	FY
Amendment Flag	false
Auditor Firm ID	34
Documents Incorporated by Reference	Portions of the registrant's Definitive Proxy Statement to be filed with the Securities and Exchange Commission pursuant to Regulation 14A for its 2023 Annual Meeting of Stockholders are incorporated by reference into Part III of this Annual Report on Form 10-K.
Common Stock
Entity Information [Line Items]
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	SOND
Security Exchange Name	NASDAQ
Preferred Stock Warrants
Entity 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

Audit Information	12 Months Ended
Audit Information	Dec. 31, 2022
Audit Information [Abstract]
Auditor Name	DELOITTE & TOUCHE LLP
Auditor Firm ID	34
Auditor Location	San Francisco, California

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Current assets:
Cash	$ 246,624	$ 69,726
Restricted cash	42,562	215
Accounts receivable, net of allowance of $972 and $4,127 at December 31, 2022 and 2021, respectively	5,613	4,638
Prepaid rent	0	2,957
Prepaid expenses	8,066	5,029
Other current assets	10,065	16,416
Total current assets	312,930	98,981
Property and equipment, net	34,926	27,461
Operating lease right-of-use (“ROU”) assets	1,209,486	0
Total non-current assets	16,270	22,037
Total assets	1,573,612	148,479
Current liabilities:
Accounts payable	16,082	19,096
Accrued liabilities	20,131	19,557
Taxes payable	14,418	8,412
Deferred revenue	41,664	18,811
Current portion of long-term debt	0	13,116
Convertible notes	0	184,636
Current operating lease liabilities	158,346	0
Total current liabilities	250,641	263,628
Non-current operating lease liabilities	1,166,538	0
Deferred rent	0	66,132
Long-term debt, net	172,950	10,736
Other non-current liabilities	3,430	3,906
Total liabilities	1,593,559	344,402
Commitments and contingencies (Note 12)
Mezzanine equity:
Total mezzanine equity	0	568,483
Stockholders’ deficit:
Common stock	21	1
Additional paid-in capital	947,601	43,106
Cumulative translation adjustment	12,985	7,299
Accumulated deficit	(980,554)	(814,812)
Total stockholders’ deficit	(19,947)	(764,406)
Total liabilities, mezzanine equity, and stockholders’ deficit	1,573,612	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

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Statement of Financial Position [Abstract]
Accounts receivable, allowance for credit loss	$ 972	$ 4,127	$ 2,570

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Income Statement [Abstract]
Revenue	$ 461,083	$ 232,944	$ 115,678
Costs and operating expenses:
Cost of revenue (excluding depreciation and amortization)	320,016	201,445	136,995
Operations and support	211,081	142,728	115,072
General and administrative	132,445	106,135	77,033
Research and development	28,896	19,091	17,552
Sales and marketing	51,224	23,490	12,848
Restructuring and other charges	4,033	0	0
Total costs and operating expenses	747,695	492,889	359,500
Loss from operations	(286,612)	(259,945)	(243,822)
Interest expense, net	21,505	44,090	6,402
Change in fair value of SPAC Warrants	(25,260)	0	0
Change in fair value of Earn Out liability	(95,700)	0	0
Change in fair value of share-settled redemption feature and gain on conversion of convertible notes	(29,512)	0	0
Other expense (income), net	7,564	(9,890)	(231)
Total non-operating (income) expense, net	(121,403)	34,200	6,171
Loss before income taxes	(165,209)	(294,145)	(249,993)
Provision for income taxes	533	242	323
Net loss	$ (165,742)	$ (294,387)	$ (250,316)
Net loss per common share, Basic (in dollars per share)	$ (0.80)	$ (25.02)	$ (27.22)
Diluted net loss per common share (in dollars per share)	$ (0.80)	$ (25.02)	$ (27.22)
Other comprehensive loss:
Net loss	$ (165,742)	$ (294,387)	$ (250,316)
Change in foreign currency translation adjustment	5,686	1,633	(740)
Comprehensive loss	$ (160,056)	$ (292,754)	$ (251,056)

CONSOLIDATED STATEMENTS OF MEZZANINE EQUITY AND STOCKHOLDERS’ DEFICIT - USD ($) $ in Thousands	Total	Sonder Legacy Warrants	Delayed Draw Warrants	Previously Reported	Additional Paid-in Capital	Additional Paid-in Capital Sonder Legacy Warrants	Additional Paid-in Capital Delayed Draw Warrants	Additional Paid-in Capital Previously Reported	Accumulated Translation Adjustment	Accumulated Translation Adjustment 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	Redeemable convertible preferred stock Common Stock	Exchangeable preferred stock	Exchangeable preferred stock Previously Reported	Exchangeable preferred stock Revision of Prior Period, Adjustment	Common Stock Common Stock	Common Stock Common Stock Sonder Legacy Warrants	Common Stock Common Stock Previously Reported	Common Stock Common Stock Revision of Prior Period, Adjustment	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, 2019													83,348,449	56,753,734	26,594,715		17,856,961	12,159,185	5,697,776
Mezzanine equity, beginning balance at Dec. 31, 2019													$ 314,967	$ 314,967			$ 45,203	$ 45,203
Increase (Decrease) in Mezzanine Equity
Series D Redeemable convertible Preferred Stock extension round (in shares)													69,960
Series D Redeemable convertible Preferred Stock extension round													$ 594
Issuance of Series E Convertible Preferred Stock/Exchangeable Series E Preferred Stock (in shares)													27,702,626				656,438
Issuance of Series E Convertible Preferred Stock/Exchangeable Series E Preferred Stock													$ 202,169				$ 4,530
Mezzanine equity, ending balance (in shares) at Dec. 31, 2020													111,121,035				18,513,399
Mezzanine equity, ending balance at Dec. 31, 2020													$ 517,730				$ 49,733
Beginning balance (in shares) at Dec. 31, 2019																				8,379,192		5,705,570	2,673,622	14,454,797	9,842,579	4,612,218		0	0	0
Beginning balance at Dec. 31, 2019	$ (258,670)			$ (258,670)	$ 5,032			$ 5,032	$ 6,406	$ 6,406	$ (270,109)	$ (270,109)								$ 1		$ 1		$ 0	$ 0			$ 0	$ 0
Increase (Decrease) in Stockholders' Deficit
Exchange of Series AA Special Voting shares for common stock (in shares)																595,107				(595,107)
Exercise of common stock options (in shares)																1,555,197
Exercise of common stock options	1,643				1,643
Stock-based compensation	7,223				7,223
Components of comprehensive loss:
Net loss	(250,316)										(250,316)
Change in cumulative translation adjustment	(740)								(740)
Ending balance (in shares) at Dec. 31, 2020																				10,529,496				13,859,690				0
Ending balance at Dec. 31, 2020	(500,860)				13,898				5,666		(520,425)									$ 1				$ 0				$ 0
Increase (Decrease) in Mezzanine Equity
Issuance of Series E Convertible Preferred Stock/Exchangeable Series E Preferred Stock (in shares)													136,398
Issuance of Series E Convertible Preferred Stock/Exchangeable Series E Preferred Stock													$ 1,020
Exchange of Exchangeable Preferred Stock to Convertible Preferred Stock (in shares)													13,991				(13,991)
Mezzanine equity, ending balance (in shares) at Dec. 31, 2021													111,271,424	75,767,082			18,499,408
Mezzanine equity, ending balance at Dec. 31, 2021	$ 568,483												$ 518,750				$ 49,733
Increase (Decrease) in Stockholders' Deficit
Exchange of Series AA Special Voting shares for common stock (in shares)																23,744				(23,744)
Exercise of common stock options (in shares)	2,225,859																			2,116,610
Exercise of common stock options	$ 3,841				3,841
Exercise of common stock warrants (in shares)																				82,352
Exercise of common stock warrants	120				120
Stock-based compensation	25,247				25,247
Components of comprehensive loss:
Net loss	(294,387)										(294,387)
Change in cumulative translation adjustment	1,633								1,633
Ending balance (in shares) at Dec. 31, 2021																				12,752,202				13,835,946				0
Ending balance at Dec. 31, 2021	(764,406)				43,106				7,299		(814,812)									$ 1				$ 0				$ 0
Increase (Decrease) in Mezzanine Equity
Conversion of preferred stock (in shares)													(111,271,424)
Conversion of preferred stock													$ (518,750)
Conversion of exchangeable stock in connection with the business combination (in shares)																	(18,499,408)
Conversion of exchangeable stock in connection with the business combination																	$ (49,733)
Mezzanine equity, ending balance (in shares) at Dec. 31, 2022													0				0
Mezzanine equity, ending balance at Dec. 31, 2022	0												$ 0				$ 0
Increase (Decrease) in Stockholders' Deficit
Conversion of Sonder Legacy Warrants from liabilities to equity	2,111				2,111
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				$ 1,243
Conversion of convertible note (in shares)																				19,017,105
Conversion of convertible note	159,173				159,172															$ 1
Conversion of preferred stock (in shares)																				111,271,424
Conversion of preferred stock	$ 518,761				518,750															$ 11
Exercise of common stock options (in shares)	931,362																			931,362
Exercise of common stock options	$ 1,620				1,620
Issuance of common stock in connection with Business Combination and PIPE offering (in shares)																				43,845,835
Issuance of common stock in connection with the business combination and PIPE offering	267,362				267,355															$ 7
Assumption of SPAC Warrants upon consummation of business combination	(25,985)				(25,985)
Earn Out liability recognized upon consummation of business combination	(98,117)				(98,117)
Issuance of Delayed Draw Warrants			$ 5,598				$ 5,598
Conversion of exchangeable stock in connection with the business combination (in shares)																								(13,835,946)				32,335,354
Conversion of exchangeable stock in connection with the business combination	49,733				49,733
Vesting of restricted stock units (in shares)																				1,200,657
Vesting of restricted stock units	58				58
Conversion of exchangeable stock (in shares)																				11,946,138				0				(11,946,138)
Conversion of exchangeable stock	1				0															$ 1
Stock-based compensation	22,957				22,957
Components of comprehensive loss:
Net loss	(165,742)										(165,742)
Change in cumulative translation adjustment	5,686								5,686
Ending balance (in shares) at Dec. 31, 2022																				198,394,331				0			20,389,216	20,389,216
Ending balance at Dec. 31, 2022	$ (19,947)				$ 947,601				$ 12,985		$ (980,554)									$ 21				$ 0				$ 0

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Cash flows from operating activities:
Net loss	$ (165,742)	$ (294,387)	$ (250,316)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	23,911	17,714	16,969
Stock-based compensation	22,957	25,247	7,223
Amortization of operating lease right-of-use assets	145,250	0	0
Straight-line rent	0	37,525	1,821
Loss (gain) on foreign exchange	6,590	2,387	(245)
Capitalization of paid-in-kind interest on long-term debt	18,359	0	0
Amortization of debt issuance costs	151	2,378	716
Amortization of debt discounts	3,802	35,067	0
Change in fair value of share-settled redemption feature and gain on conversion of convertible notes	(29,512)	(14,834)	0
Change in fair value of warrants	0	2,148	26
Change in fair value of SPAC Warrants	(25,260)	0	0
Change in fair value of Earn Out liability	(95,700)	0	0
Other operating activities	2,206	810	6,335
Changes in:
Accounts receivable, net	(1,693)	(3,067)	1,681
Prepaid expenses	(3,016)	4,991	4,673
Other current and non-current assets	11,903	(23,011)	(3,865)
Accounts payable	(28,120)	8,199	3,668
Accrued liabilities	10,434	10,762	(590)
Taxes payable	6,074	1,366	2,062
Deferred revenue	22,400	8,643	4,841
Operating lease ROU assets and operating lease liabilities, net	(73,858)	0	0
Other current and non-current liabilities	(151)	(1,329)	2,499
Net cash used in operating activities	(149,015)	(179,391)	(202,502)
Cash flows from investing activities:
Purchase of property and equipment	(28,197)	(16,161)	(12,247)
Capitalization of internal-use software	(2,796)	(5,426)	(2,603)
Net cash used in investing activities	(30,993)	(21,587)	(14,850)
Cash flows from financing activities:
Proceeds from Delayed Draw Notes	159,225	0	0
Repayment of debt and payment of early termination fees	(27,745)	(18,776)	(6,741)
Proceeds from issuance of debt	0	162,366	24,366
Proceeds from business combination and PIPE offering	325,928	0	0
Common stock issuance costs	(58,555)	0	0
Proceeds from exercise of stock options	1,746	3,841	1,643
Proceeds from exercise of common stock warrants	0	120	0
Issuance of redeemable convertible preferred stock	0	1,020	207,293
Net cash provided by financing activities	400,599	148,571	226,561
Effects of foreign exchange on cash	(1,346)	(760)	(347)
Net change in cash and restricted cash	219,245	(53,167)	8,862
Cash and restricted cash at beginning of year	69,941	123,108	114,246
Cash and restricted cash at end of year	289,186	69,941	123,108
Supplemental disclosure of cash flow information:
Cash paid for income taxes during the year	490	300	100
Cash paid for interest during the year	2,486	4,550	5,428
Supplemental disclosure of non-cash investing and financing activities
Accrued purchases of property and equipment	306	44	0
Conversion of Convertible Notes	159,172	0	0
Conversion of Legacy Sonder Warrants	1,243	0	0
Reclassification of liability-classified Legacy Sonder Warrants to equity	2,111	0	0
Recognition of Earn Out Liability	(98,117)	0	0
Recognition of SPAC Warrants	(38,135)	0	0
Issuance of Delayed Draw Warrants	5,598	0	0
Conversion of Post-Combination Exchangeable Shares	49,733	0	0
Conversion of Redeemable Convertible Preferred Stock	518,750	0	0
Reconciliation of cash and restricted cash:
Cash	246,624	69,726	121,467
Restricted cash	42,562	215	1,641
Cash and restricted cash at end of period	$ 289,186	$ 69,941	$ 123,108

Basis of Presentation

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Basis of Presentation

Nature of Operations

Sonder Holdings Inc. is headquartered in San Francisco, California, and together with its wholly owned subsidiaries (collectively, 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”), two subsidiaries of GMII, and Sonder Operating Inc., a Delaware corporation formerly known as Sonder Holdings Inc. (“Legacy Sonder”) (the “Business Combination”). Refer to Note 15, Business Combination, for details of the transaction. The consolidated financial statements presented herein for the years ended December 31, 2021 and 2020 represent the consolidated financial statements of Legacy Sonder.

Basis of Financial Statement Presentation and Principles of Consolidation

The accompanying 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 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 consolidated financial statements contain all adjustments, including normal recurring adjustments, necessary to present fairly the Company’s financial position at December 31, 2022 and 2021 and its results of operations and comprehensive loss, mezzanine equity and stockholders’ deficit, and cash flows for the years ended December 31, 2022, 2021, and 2020.

The Company accounts for its VIE in accordance with Accounting Standards Codification (“ASC”) 810, Consolidation and 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. 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. 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 December 31, 2022 and 2021, the Company’s consolidated VIE was not material to the 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 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 consolidated financial statements, and the reported amounts of revenue and expense during the reporting periods. Such significant 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, valuation allowance for deferred tax assets, and valuation of non-routine complex transactions, such as recognition of the Earn Out Liability and SPAC Warrants, among others. These estimates are based on information available as of the date of the consolidated financial statements; therefore, actual results could differ from those estimates.

Deferred Transaction Costs

Deferred transaction costs consist of expenses incurred in connection with the Business Combination, including legal, accounting, printing, and other related costs. At December 31, 2021, deferred transaction costs totaled $8.0 million and were included in other current assets on the consolidated balance sheet. Upon consummation of the Business Combination, the deferred transaction costs were applied as a reduction of proceeds from the Business Combination, reducing additional paid-in capital. No such costs were recorded on the consolidated balance sheet at December 31, 2022.

Segment Information

An operating segment is defined as a component of an entity that: (i) engages in business activities from which it may earn revenues and incur expenses; (ii) is regularly reviewed by the Chief Operating Decision Maker (“CODM”) for performance assessment and resource allocation decisions; and (iii) has discrete financial information available. The Company’s CODM is its Chief Executive Officer.

The Company has one operating and reportable segment, as the CODM reviews financial information presented on a consolidated basis for purposes of performance assessment and resource allocation.

Impairment of Long-Lived Assets

Long-lived assets that are held and used by the Company are reviewed for impairment when events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. Determination of recoverability of long-lived assets is based on an estimate of the undiscounted cash flows resulting from the use of the asset and its eventual disposition. If the carrying value of the long-lived asset is not recoverable on an undiscounted cash flow basis, impairment is recognized to the extent that the carrying value exceeds its fair value. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values, and third-party independent appraisals, as necessary.

Any impairments to ROU assets, leasehold improvements, or other assets as a result of a sublease, abandonment, or other similar factor are recorded as an operating expense. Similar to other long-lived assets, management tests ROU assets for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets. For ROU assets, such circumstances may include subleases that do not fully recover the costs of the associated leases or a decision to abandon the use of all or part of an asset.

Revenue Recognition and Deferred Revenue

The Company generates revenues primarily by providing short-term or month-to-month accommodations to its guests. As a result, the Company’s performance obligation is to facilitate a stay, which is satisfied over time as the stay occurs. Revenues are recognized over time for guest stays, commencing upon guest check-in and ending at guest check-out, net of discounts and refunds. For short-term accommodations, the Company's guests agree to its Terms of Service (“ToS”) and make payments for their accommodations at the time of reservation. For month-to-month accommodations, the Company’s guests agree to its ToS and make payments for their accommodations in accordance with the related contracts. For accommodations booked through online travel agencies (“OTAs”), payments for accommodations are made by OTAs to the Company based on the ToS that the Company has with travel agencies.

Guests generally have the right to cancel prior to check-in, and are entitled to refunds in accordance with the agreed-upon ToS. Payments received from guests prior to check-in are recognized as deferred revenue, a contract liability, on the consolidated balance sheet. Deferred revenue is reduced over the period in which a guest completes a stay and is recognized in revenue. Substantially all of the deferred revenue balances at the end of each fiscal year are expected to be recognized in revenue in the subsequent year. Payments received after guest check-in are primarily from OTAs that guests use to book accommodations and are recognized as accounts receivable, net of allowance, post guest check-out. The Company is required to collect certain taxes and fees from guests on behalf of governmental agencies and remit these to the applicable governmental agencies on a periodic basis. The Company recognizes revenues net of such taxes and fees collected.

Leases

The Company determines whether an arrangement is or contains a lease at inception. The lease term is also determined at lease inception and generally begins on the date the Company takes possession of the full or partial portions of leased premises. Operating lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. Operating lease liabilities represent the present value of lease payments not yet paid. Operating lease ROU assets represent the Company’s right to use an underlying asset and are based upon the operating lease liabilities adjusted for prepayments or accrued lease payments, initial direct costs, lease incentives, and impairment of operating lease assets. As most of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The Company has certain lease agreements that contain lease and non-lease components, which are accounted for as a single lease component.

The Company’s leases often contain rent escalations over the lease term. The Company recognizes expense for fixed, scheduled escalations on a straight-line basis over the lease term. The Company recognizes variable expense, accounted for as discussed below, for escalations associated with a change in an index or rate. Additionally, tenant incentives, primarily used to fund leasehold improvements, are recognized when earned and reduce the Company’s ROU asset related to the lease. These are amortized through the ROU asset as reductions of expense over the lease term.

Certain leases contain variable costs such as real estate taxes, insurance, and certain common area maintenance costs in addition to minimum rent payments. These amounts are expensed as incurred and are included within operations and support for the properties used for guests and within general and administrative for warehouses and corporate offices in the accompanying consolidated statements of operations and comprehensive loss.

For leases with an initial non-cancelable lease term of less than one year and no option to purchase, the Company elected not to recognize the lease on its consolidated balance sheets and instead recognize rent payments on a straight-line basis over the lease term within operations and support on its consolidated statements of operations.

Cash and Restricted Cash

The Company considers all highly liquid investments with an original maturity of 90 days or less when purchased to be cash. Cash is held in checking and interest-bearing accounts, and is recorded at cost, which approximates fair value. Restricted cash consists of cash collateral for standby letters of credit with a bank that were issued to the Company’s real estate owners and for collateral required by the bank to support the Company's corporate credit card programs.

Fair Value Measurements

The Company applies fair value accounting for certain financial assets and liabilities that are recognized or disclosed at fair value in the consolidated financial statements on a recurring basis. Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a hierarchical disclosure framework which prioritizes and ranks the level of market price observability used in measuring financial instruments at fair value. Refer to Note 5, Fair Value Measurement and Financial Instruments, for additional information.

Accounts Receivable, Net of Allowance

Trade accounts receivable are recorded for guest stays primarily from bookings made through OTAs or through the Company’s sales personnel where payments are made to the Company after guest check-outs. Trade accounts receivable are recorded at the invoiced amount and are non-interest bearing.

The Company maintains an allowance which reflects its best estimate of its exposure to balances deemed to be uncollectible. Accounts receivable are written off as a decrease to the allowance when all collection efforts have been exhausted and an account is deemed uncollectible. Recoveries of receivables previously written off are recorded as a reduction of bad debt expense when received.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash. The Company places the majority of its cash with financial institutions in the United States that it believes to be of high credit quality and, accordingly, believes minimal credit risk exists with respect to these instruments. Certain of the Company’s cash balances held with financial institutions are in excess of Federal Deposit Insurance Corporation limits. The Company believes no significant concentration risk exists with respect to its cash.

Property and Equipment, Net

Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization are calculated using the straight-line method over the estimated useful lives of the assets. Estimated useful lives of the Company's assets are as follows:


Furniture and fixtures			3 years
Computers, equipment, and software			3 years
Internal-use software			2 years
Leasehold improvements			Shorter of remaining lease term or the estimated useful life of 3 years

Depreciation and amortization expense are generally classified within the corresponding operating expenses line items on the Company’s consolidated statements of operations and comprehensive loss. The cost of maintenance and repairs is expensed as incurred. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation and amortization are removed from their respective accounts, and any gain or loss on such sale or disposal is reflected on the consolidated statement of operations and comprehensive loss.

Internal-Use Software

The Company capitalizes certain costs associated with software developed or obtained for internal use, which includes its booking and pricing platform, mobile apps, and website development. The Company capitalizes costs when preliminary software development efforts are successfully completed, management has authorized and committed project funding, and it is probable that the project will be completed and the software will be used as intended. Such costs are amortized on a straight-line basis over the estimated useful life of the related asset. Costs incurred prior to meeting these criteria, together with costs incurred for training and maintenance, are expensed as incurred. Costs incurred for software enhancements that are expected to result in additional material functionality are capitalized and amortized over the estimated useful life of the enhancements.

Foreign Currency

The Company's reporting currency is the U.S. dollar. Functional currency is determined for each of the Company's foreign subsidiaries by reviewing its operations and currencies used in its primary economic environments. Assets and liabilities for foreign subsidiaries with functional currency other than the U.S. dollar are translated into U.S. dollars at the rate of exchange existing at the balance sheet date. Statements of operations and comprehensive loss amounts are translated at average exchange rates for the period. Translation gains and losses are recorded in cumulative translation adjustment as a component of stockholders’ deficit in the consolidated balance sheets.

Remeasurement gains and losses are included in other expense, net in the consolidated statements of operations and comprehensive loss. Monetary assets and liabilities are remeasured at the exchange rate on the balance sheet date, and nonmonetary assets and liabilities are measured at historical exchange rates.

Cost of Revenue

The Company’s cost of revenue primarily consists of fixed and variable lease costs to real estate owners for live units, cleaning costs, and payment processing charges.

Operations and Support

Operations and support costs are related to guest-facing functions and variable expenses associated with property-level operations, such as customer service agents and hospitality agents, depreciation of property and equipment, utilities, costs to open new properties, and the cost of guest-room consumable items and low-cost furnishings. These costs are expensed as incurred.

General and Administrative

General and administrative costs primarily consist of personnel-related expenses for administrative functions, such as legal, finance and accounting, public policy, and human resources. It also includes certain professional services fees, corporate offices, technology expenses, bad debt expense, general corporate and director and officer insurance, and other corporate-level expenses the Company incurs to manage and support its operations. These costs are expensed as incurred.

Research and Development

Research and development expenses primarily consist of personnel-related expenses and an allocation of facility expenses incurred in connection with the development of the Company’s existing and new services. These costs are expensed as incurred.

Sales and Marketing

Sales and marketing expenses primarily consist of advertising expenses, personnel-related expenses for sales, marketing, and branding, as well as service charges for bookings made through OTAs. These costs are expensed as incurred.

Advertising Expenses

Advertising expenses, a majority of which consist of internet and social media marketing, were $6.6 million, $5.5 million, and $4.9 million for the years ended December 31, 2022, 2021, and 2020, respectively. These costs are expensed as incurred.

Stock-Based Compensation Related to Stock Options and Restricted Stock Units (“RSUs”)

The Company recognizes stock-based compensation expense related to stock options and RSUs in the consolidated statements of operations and comprehensive loss on a straight-line basis over the requisite service period, which is generally four years. The compensation expense related to stock options is based on the fair value of stock options using the Black-Scholes-Merton option-pricing model on the grant date, which requires the use of highly subjective and complex assumptions, including the value of the underlying stock on the date of grant for options granted before the Company was publicly traded, the expected term of the option, the price volatility of the underlying stock, expected dividend yield, and risk-free interest rate. The compensation expense related to RSUs is based on the closing fair market value of our common stock.

The Company estimates the expected term for options based on its historical pattern of option exercise behavior and the period of time options are expected to be outstanding. The contractual term of the Company's stock options is generally ten years. The Company estimates the volatility of its common stock on the date of grant based on the average historical stock price volatility of comparable publicly traded companies. Dividend yields have been, and are expected to be, zero given the Company's dividend payment history and plans. The risk-free interest rate is based on the yield curve of a zero-coupon U.S. Treasury bond on the grant date with a maturity equal to the expected term of the stock option award. The Company has elected to account for forfeitures of stock-based compensation awards as they occur.

Stock-Based Compensation Related to Performance and Market-Based Awards

The Company recognizes the compensation expense related to performance and market-based awards based on its estimate of the fair value of the award using a Monte-Carlo simulation on the grant date. 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, actual 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 Company recognizes compensation expense for its market-based awards over the requisite service period using the accelerated attribution method.

Restructuring Charges

Costs and liabilities associated with management-approved restructuring activities are recognized when they are incurred. One-time employee termination costs are recognized at the time of communication to employees, unless future service is required, in which case the costs are recognized ratably over the future service period. Ongoing employee termination benefits are recognized as a liability when it is probable that a liability exists and the amount is reasonably estimable. Restructuring charges are recognized in the restructuring and other charges line item of the consolidated statements of operations and comprehensive loss, and related liabilities are recorded within accrued liabilities and other liabilities on the consolidated balance sheets. The Company periodically evaluates and, if necessary, adjusts its estimates based on currently available information.

Income Taxes

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statement of operations and comprehensive loss as of the enactment date. A valuation allowance is recorded for deferred tax assets if it is more likely than not that some portion or all of the deferred tax assets will not be realized. As of December 31, 2022 and 2021, the Company has recorded a full valuation allowance against its deferred tax assets due to its history of losses.

The Company is subject to income taxes in the United States and foreign jurisdictions in which it does business. Foreign jurisdictions have different statutory tax rates than those in the United States. Additionally, certain of the Company's foreign earnings may also be taxable in the United States. Accordingly, the Company's effective tax rate is subject to significant variation due to several factors, including variability in the Company's pre-tax and taxable income and loss and the mix of jurisdictions to which they relate, intercompany transactions, changes in how the Company does business, changes in the Company's deferred tax assets and liabilities and their valuation, foreign currency gains and losses, changes in statutes, regulations, case law, and other laws and accounting rules in various jurisdictions, and relative changes of expenses or losses for which tax benefits are not recognized.

The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs.

The Company recognizes interest and penalties, if any, related to income tax matters as a component of income tax expense.

Taxes payable on the Company’s consolidated balances sheets at December 31, 2022 and 2021 includes both income taxes payable and indirect taxes payable.

Net Loss Per Share Attributable to Common Stockholders

The Company applies the two-class method when computing net loss per share attributable to common stockholders when shares are issued that meet the definition of a participating security. The two-class method determines net loss per share for each class of common stock and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires earnings available to common stockholders for the period to be allocated between common stock and participating securities based upon their respective rights to receive dividends as if all earnings for the period had been distributed.

Basic net loss per share is computed by dividing net loss by the weighted-average number of shares of common stock outstanding during the period, less weighted-average shares subject to repurchase. The diluted net loss per share is computed by giving effect to all potentially dilutive securities outstanding for the period. For periods in which the Company reports net losses, diluted net loss per share attributable to common stockholders is the same as basic net loss per share attributable to common stockholders, because potentially dilutive common shares are anti-dilutive.

Comprehensive Loss

Comprehensive loss consists of net loss and other comprehensive income (loss). Other comprehensive income (loss) primarily consists of foreign currency translation adjustments related to consolidation of foreign entities. Other comprehensive loss is recorded as a component of stockholders’ deficit and is excluded from net loss.

Contingencies

The Company is subject to legal proceedings and claims that arise in the ordinary course of business. The Company accrues for losses associated with legal claims when such losses are probable and can be reasonably estimated. These accruals are adjusted as additional information becomes available or circumstances change. Related legal fees are expensed as incurred.

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’ deficit.

Recently Issued Accounting Standards	12 Months Ended
Recently Issued Accounting Standards	Dec. 31, 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 to the ROU asset measured on the adoption date. Refer to Note 8, 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 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 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. As amended by ASU 2022-06, the standard is effective upon issuance through December 31, 2024 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.

- 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.

+ References

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+ Details

Revenue

12 Months Ended

Dec. 31, 2022

Revenue from Contract with Customer [Abstract]

Revenue

The Company generates revenues primarily by providing accommodations to its guests. Direct revenue is generated from stays booked through Sonder.com, the Sonder app, or directly through the Company's sales personnel. Indirect revenue is generated from stays booked through third party OTAs.

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


	Year ended December 31,
	2022		2021		2020
Direct revenue	$	217,805	$	120,219	$	59,340
Indirect revenue	243,278		112,725		56,338
Total revenue	$	461,083	$	232,944	$	115,678

Revenue by geographic area is determined based on the location where the guest stays and was as follows for the periods indicated (in thousands):


	Year ended December 31,
	2022		2021		2020
Americas
United States	$	306,853	$	167,462	$	85,891
Other Americas(1)	36,563		10,830		5,520
Total Americas	343,416		178,292		91,411
Europe, Middle East, and Africa (“EMEA”)
Great Britain	28,922		16,910		8,607
United Arab Emirates	51,180		26,977		10,328
Other EMEA	37,565		10,765		5,332
Total EMEA	117,667		54,652		24,267
Total revenue	$	461,083	$	232,944	$	115,678

______________

(1) As of December 31, 2022, 2021, and 2020, Other Americas is comprised of Canada and Mexico.

No individual guest represented over 10.0% of revenues for the years ended December 31, 2022, 2021, and 2020.

Two third-party corporate customers and OTAs represented 20.2% and 20.1%, respectively, of the Company’s revenue for the year ended December 31, 2022; two OTAs represented 24.8% and 13.3%, respectively, of the Company’s revenue for the year ended December 31, 2021; and one OTA represented 31.0% of the Company’s revenue for the year ended December 31, 2020.

Four third-party corporate customers and OTAs represented approximately 23.8%, 18.3%, 17.0%, and 11.8%, respectively, of the net accounts receivable balance at December 31, 2022 and one OTA represented 29.2% of the net accounts receivable balance at December 31, 2021.

The following table summarizes the activity in the Company's allowance for doubtful accounts balance for each period indicated (in thousands):


	Year ended December 31,
	2022		2021
Beginning balance	$	4,127	$	2,570
Additions	1,622		4,719
Write-offs, net of recoveries	(4,777)		(3,162)
Ending balance	$	972	$	4,127

- 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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-URI https://asc.fasb.org/topic&trid=49130388

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Topic 606
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-Section 50
-Paragraph 10
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+ Details

Balance Sheet Details

12 Months Ended

Dec. 31, 2022

Supplemental Balance Sheet Information [Abstract]

Balance Sheet Details

Other current assets

Other current assets consists of the following (in thousands):


	December 31,
	2022		2021
Furniture, fixtures, and equipment (“FF&E”) and leasehold improvement allowances(1)	$	—	$	8,206
Non-income-related tax assets	8,092		6,728
Deposits due from landlords	928		1,165
Other current assets	1,045		317
Total other current assets	$	10,065	$	16,416

____________

(1)At December 31, 2022, FF&E and leasehold improvement allowances are included in the operating lease ROU assets and operating lease liabilities line items of the consolidated balance sheets, respectively, in conjunction with the adoption of ASC 842, Leases.

Other non-current assets

Other non-current assets consists of the following (in thousands):


	December 31,
	2022		2021
Long-term deposits due from landlords	$	15,417	$	14,010
Deferred transaction costs	—		8,027
Debt issuance costs on undrawn credit facilities	666		—
Other non-current assets	187		—
Total non-current assets	$	16,270	$	22,037

Accrued Liabilities

Accrued liabilities consists of the following (in thousands):


	December 31,
	2022		2021
Accrued compensation	$	5,102	$	5,607
Accrued legal expenses	1,074		595
Accrued interest	—		2,503
Accrued other liabilities	13,955		10,852
Total accrued liabilities	$	20,131	$	19,557

Fair Value Measurement and Financial Instruments

12 Months Ended

Dec. 31, 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 consummation 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 December 31, 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 SPAC Warrants issued in the GMII IPO, which remained outstanding at consummation of the Business Combination and became exercisable for shares of the Company’s common stock, are subject to accounting treatment as a liability.

At consummation of the Business Combination and at December 31, 2022, the Company used the Public Warrants stock price to value the Public Warrants. At consummation of the Business Combination, the Company used a Monte Carlo simulation methodology to value the Private Placement Warrants using Level 3 inputs, as the Company did not have observable inputs for the valuation.

At December 31, 2022, the Company used the Black-Scholes option-pricing model to estimate the fair value of the Private Placement Warrants using Level 3 inputs. The significant unobservable inputs used in the fair value measurement of the Private Placement Warrants liability are related to expected share-price volatility of 57.1% and the expected term of 4.05 years. The expected volatility at December 31, 2022 was derived from the volatility of comparable public companies.

At December 31, 2022, the Public and Private Placement Warrants were valued at $0.07 and $0.05 per warrant, respectively.

Refer to Note 9, Warrants and Stockholders' Deficit, for additional information surrounding the SPAC Warrants.

Earn Out

In addition to the consideration paid at consummation 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. At December 31, 2022, the Company used a Monte Carlo simulation methodology to value the Earn Out using Level 3 inputs. The key assumptions used in the Monte Carlo simulation are related to expected share-price volatility of 60.0%, expected term of 4.45 years to 4.53 years, risk-free interest rate of 4.0%, and dividend yield of 0%. The expected volatility at December 31, 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 7, 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 value assigned to the Delayed Draw Warrants component was estimated using the Black-Scholes option-pricing model using Level 3 inputs and was considered to be non-recurring in nature, in accordance with ASC 820, Fair Value Measurement. The warrants component was recorded as a debt discount, which is amortized using the effective interest method over the period from the date of issuance through the maturity date. Upon consummation 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 consolidated balance sheets.

Disclosures about Fair Value of Financial Instruments

At December 31, 2022, the Earn Out liability, Public Warrants liability, and Private Placement Warrants liability were included in other non-current liabilities in the consolidated balance sheets. The following table summarizes the Company’s Level 1, Level 2 and Level 3 financial liabilities measured at fair value on a recurring basis as of December 31, 2022 (in thousands):


	Level 1		Level 2		Level 3		Total
Earn Out liability	$	—	$	—	$	2,417	$	2,417
Public Warrants	630		—		—		630
Private Placement Warrants	—		—		275		275
Total financial liabilities measured and recorded at fair value	$	630	$	—	$	2,692	$	3,322

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 year ended December 31, 2022 (in thousands):


	Level 3
Beginning balance at January 1, 2022	$	33,610
Recognition of Earn Out Liability	98,117
Private Placement Warrants liability recognized upon consummation of Business Combination	14,465
Decrease in fair value of Earn Out liability	(95,700)
Decrease in fair value of share-settled redemption feature upon conversion of Convertible Notes	(30,322)
Decrease in fair value of Private Placement Warrants liability	(14,190)
Conversion of preferred stock warrant liabilities to equity	(3,288)
Total financial liabilities measured and recorded at fair value	$	2,692

The following table presents changes in the Company’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 years ended December 31, 2022 and 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 carrying value of the Company’s long-term debt approximates its fair 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 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

Property and equipment, net

12 Months Ended

Dec. 31, 2022

Property, Plant and Equipment [Abstract]

Property and equipment, net

Property and equipment, net consisted of the following (in thousands):


	December 31,
	2022		2021
Furniture and fixtures	$	72,483	$	52,334
Computers and software	11,013		6,289
Internal-use software	14,976		12,283
Office equipment and other	722		678
Leasehold improvements	1,995		314
Property and equipment	101,189		71,898
Less accumulated depreciation	(66,263)		(44,437)
Property and equipment, net	$	34,926	$	27,461

Depreciation and amortization expense for the years ended December 31, 2022, 2021, and 2020 was $23.9 million, $17.7 million, and $17.0 million, respectively. For the years ended December 31, 2022, 2021, and 2020, the Company disposed of $2.6 million, $2.5 million, and $12.7 million in property and equipment and likewise wrote off previously recognized accumulated depreciation of $2.1 million, $1.8 million, and $8.8 million, respectively. The disposal of property and equipment in the year ended December 31, 2020 was a result of the COVID-19 pandemic, as furniture and fixtures were disposed of from terminated leases. For the years ended December 31, 2022, 2021, and 2020, the Company recognized $0.3 million, $0.7 million, and $3.5 million in loss on disposal which was recorded in operations and support on the Company's consolidated statements of operations and comprehensive loss. For the year ended December 31, 2020, the Company recognized $0.3 million in loss on disposal which was recorded in general and administrative on the Company’s consolidated statements of operations and comprehensive loss.

Debt

12 Months Ended

Dec. 31, 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 consummation 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 the Company, legal processes instituted against the Company 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 the Company, and orders under debtor relief laws.

In January 2022, upon consummation 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):


	December 31, 2022		December 31, 2021
Principal balance, including capitalized paid-in-kind interest	$	183,245	$	11,361
Less: Debt discount related to Delayed Draw Warrants, net of amortization	(4,945)		—
Less: unamortized deferred issuance costs	(5,350)		(625)
Long-term debt, net	$	172,950	$	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 consummation 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 consummation of the Business Combination, the Company paid $24.7 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.

2022 Loan and Security Agreement

In December 2022, the Company entered into a loan and security agreement with Silicon Valley Bank (the “2022 Loan and Security Agreement”) for an aggregate principal balance of $60.0 million with a maturity date of December 21, 2025. Balances may be borrowed against the facility as revolving loans or used for the issuance of letters of credit. The 2022 Loan and Security Agreement includes: (i) a letter of credit fee for each letter of credit equal to 1.5% per annum of the dollar equivalent of the face amount of each letter of credit issued and (ii) a non-use fee equal to 0.25% per annum of the average unused portion of the revolving line of credit.

At December 31, 2022, the Company was in compliance with all financial covenants related to the 2022 Loan and Security Agreement. Additionally, at December 31, 2022, there were no borrowings outstanding on the 2022 Loan and Security Agreement. Outstanding letters of credit at December 31, 2022 under the 2022 Loan and Security Agreement totaled $10.1 million.

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 could be borrowed against the facility as revolving loans or used for the issuance of letters of credit. Loans under the 2020 Credit Facility could be base rate loans or Eurodollar rate loans, plus a margin of 2.0% per annum. The 2020 Credit Facility included: (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 exceeded the sum of the outstanding amount of loans and letters of credit. The extensions of credit under the 2020 Credit Facility were 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. In December 2022, the 2020 Credit Facility was terminated in conjunction with the Company obtaining the 2022 Loan and Security Agreement.

At December 31, 2021, the Company was in compliance with all financial covenants related to the 2020 Credit Facility. Additionally, at December 31, 2021, there were no borrowings outstanding on the 2020 Credit Facility. Outstanding letters of credit at December 31, 2021 under the 2020 Credit Facility totaled $23.7 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 December 31, 2022 and 2021, the Company was in compliance with all financial covenants related to the 2020 Québec Credit Facility, but had 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 December 31, 2022 and 2021, the Company had $42.6 million and $0.2 million, respectively, of cash collateral which is reported as restricted cash on the 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

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-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
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-Paragraph 1B
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+ Details

Leases

12 Months Ended

Dec. 31, 2022

Leases [Abstract]

Leases

The Company leases buildings or portions of buildings for guest usage, warehouses to store furniture, and corporate offices under operating lease agreements which expire through 2044. 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 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 and has elected to utilize the practical expedient to account for lease and non-lease components together in the consolidated statements of operations.

Operating lease ROU assets are included within operating lease right-of-use assets in the consolidated balance sheets. The corresponding operating lease liabilities are included within current operating lease liabilities and non-current operating lease liabilities in the 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 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 consolidated statement of operations and comprehensive loss or 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 lease terms may include options to extend or terminate the lease when it is reasonably certain that it will exercise that option.

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


	Year ended December 31, 2022
Operating lease cost	$	268,810
Short-term lease cost	3,203
Variable lease cost	(2,582)
Total operating lease cost	$	269,431

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


	Year ended December 31, 2022
Cash payments for operating leases	$	218,434
New operating lease ROU assets obtained in exchange for operating lease liabilities	$	356,157

At December 31, 2022, the weighted-average remaining lease term was 7.18 years and the weighted-average discount rate used to determine the net present value of the lease liabilities was 9.8%.

At December 31, 2022, remaining maturities of operating lease liabilities were as follows (in thousands):


For the year ended December 31,
2023	$	297,127
2024	294,595
2025	275,297
2026	250,188
2027	205,674
Thereafter	653,992
Gross lease payments	1,976,873
Less: imputed interest	642,277
Total operating lease liabilities, net 1	$	1,334,596
1 Total operating lease obligations, net excludes $9.7 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 consolidated balance sheet.

The Company does not have material lease receivables from noncancellable lease contracts that would reduce the total contractual operating lease obligations. In addition to the operating lease obligations noted above, at December 31, 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 consolidated balance sheets. These leases will commence between 2023 and 2026 with non-cancelable lease terms of three to 20 years.

Rental expense for operating leases for the years ended December 31, 2022, 2021, and 2020 was $268.8 million, $184.8 million, and $133.1 million, respectively, of which $263.4 million, $176.5 million, and $124.8 million, respectively, was recognized in cost of revenues, $1.7 million, $5.5 million, and $2.8 million, respectively, was recognized in operations and support, and $3.7 million, $2.8 million, and $5.5 million, respectively, was recognized 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 thousands):


For the year ended December 31,
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' Deficit

12 Months Ended

Dec. 31, 2022

Warrants and Rights Note Disclosure [Abstract]

Warrants and Stockholders' Deficit

The consolidated statements of mezzanine equity and stockholders’ deficit reflect the consummation 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 consummation 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 consummation of the Business Combination, the Company reclassified $2.1 million related to such warrants from other non-current liabilities to equity in the 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 consummation 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 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 upon consummation 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 consummation of the Business Combination was a liability of $11.5 million, and was recorded in other non-current liabilities in the consolidated balance sheet. At December 31, 2022, the fair value was $0.6 million and was recorded in other non-current liabilities in the consolidated balance sheets. The Company recorded $12.2 million as an adjustment to correct the initial recorded fair value of $23.7 million for the Public Warrants upon consummation of the Business Combination. This correction was made as a $12.2 million reduction to the originally recorded additional paid in capital and a corresponding reduction to other income in the consolidated statements of operations and comprehensive loss. The change in fair value of $11.1 million for the year ended December 31, 2022 is reflected as other income in the 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 consummation of the Business Combination was a liability of $14.5 million, which was recorded in other non-current liabilities in the consolidated balance sheet. At December 31, 2022, the fair value was $0.3 million and was recorded in other non-current liabilities in the consolidated balance sheet. The change in fair value of $14.2 million for the year ended December 31, 2022 is reflected as other income in the consolidated statements of operations and comprehensive loss.

Exchangeable Stock

Upon consummation 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 December 31, 2022, the Company had the following authorized and outstanding Post-Combination Exchangeable Common Stock (in thousands except shares and 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	20,389,216	$	1.54	$	31,399	$	31,399

The net carrying value of the Post-Combination Exchangeable Shares is included in additional paid-in capital in the 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 stock	35,192,637	21,991,418	$	—	$	49,733	$	49,733

Upon consummation of the Business Combination, all the Exchangeable Shares were automatically converted into 32,296,539 Post-Combination Exchangeable Shares 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 shares and per share amounts):


Is	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 consummation 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 December 31, 2022, the Company had reserved the following shares of common stock for future issuance:


			December 31, 2022
Conversion of exchangeable shares			20,389,216
Outstanding stock options			36,679,007
Outstanding restricted stock units (“RSUs”)			11,691,813
Outstanding market stock units (“MSUs”)			12,059,978
Outstanding warrants liability			14,499,946
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			4,872,922
Shares available for grant under the 2021 Equity Incentive Plan			8,887,778
Total common stock reserved for future issuance			126,055,660

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
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
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-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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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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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
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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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

12 Months Ended

Dec. 31, 2022

Share-Based Payment Arrangement [Abstract]

Equity Incentive Plans and Stock-Based Compensation

Equity Incentive Plans

2013 and 2019 Equity Incentive Plans: Prior to consummation 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 consummation 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 consummation of the Business Combination; and (ii) the recapitalization option exchange ratio, as discussed in Note 15, 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 consummation of the Business Combination; divided by (ii) the recapitalization exchange ratio. Except as specifically provided in the Merger Agreement (as defined in Note 15, 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 15, Business Combination). If these benchmark share prices are not achieved within the period specified in the Merger Agreement (as defined in Note 15, 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 consummation 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 8,887,778 shares remain available for future grants at December 31, 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, which began in 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 consummation of the Business Combination (including the number of shares of common stock reserved for issuance upon the exchange of Canadian Exchangeable Shares (as defined in the Merger Agreement) issued in the Sonder Canada Share Capital Reorganization (as defined in the Merger Agreement) corresponding to shares of company special voting stock to be issued immediately following consummation 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 4,872,922 shares under the ESPP, all of which remain available for future issuance as of December 31, 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, which began in calendar year 2022 and ends in 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 consummation of the Business Combination (including the number of shares of common stock reserved for issuance upon the exchange of Canadian Exchangeable Shares (as defined in the Merger Agreement) issued in the Sonder Canada Share Capital Reorganization (as defined in the Merger Agreement) corresponding to shares of Company special voting stock to be issued immediately following consummation 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 Option Repricing

On December 1, 2022 (the “Repricing Date”), the Company closed an offer to reprice certain eligible stock options, whether vested or unvested, with modified vesting terms such that all previously vested options became unvested on the Repricing Date. For senior leadership employees, the first vest date was modified to 12 months from the Repricing Date. For other employees, the first vest date was modified to six months from the Repricing Date. On the revised first vesting date, any options that were previously vested or would have become vested under the previous vesting schedule will vest in full, while the remaining unvested options will resume vesting under the original vesting schedule. As a result of the repricing, the exercise price for a total of 20,292,621 options was reduced to $1.74 per share, or the closing price of the Company’s common stock on the Repricing Date. As a result of the repricing, total incremental expense to be recognized over the remaining requisite service period of the repriced options was determined to be $8.4 million, $0.4 million of which was recognized in the consolidated statements of operations and comprehensive loss for the year ended December 31, 2022.

Stock-based Compensation Expense

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


	Year ended December 31,
	2022		2021		2020
Operations and support	$	4,573	$	2,516	$	1,710
General and administrative	14,832		20,839		4,336
Research and development	3,189		1,740		1,171
Sales and marketing	363		152		6
Total stock-based compensation expense	$	22,957	$	25,247	$	7,223

During the year ended December 31, 2022, the Company recorded stock-based compensation expense of $1.7 million related to accelerated awards in connection with the departure of certain executives, which is included in general and administrative in the consolidated statement of operations and comprehensive loss. There were no such instances of accelerated awards related to terminations in the years ended December 31, 2021 and 2020.

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 years ended December 31, 2022, 2021, and 2020 the Company recorded stock-based compensation expense from stock options of approximately $14.3 million, $13.6 million, and $7.2 million, respectively.

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.

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.

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:


	Year ended December 31,
	2022		2021		2020
Expected term (in years)	4.09 - 6.25		3.99 - 4.02		5.79
Expected volatility	50.0% - 55.4%		62.7% - 64.2%		62.9% - 69.1%
Dividend yield	—	%	—	%	—	%
Risk-free interest rate	1.79% - 4.34%		0.40% - 1.00%		0.44% - 1.46%
Weighted-average grant-date fair value per share	$0.87 - $2.13		$4.54 - $6.59		$2.51 - $2.77

Option activity under the Company’s equity incentive plans was as follows (in thousands, except shares, per share, and term in years):


	Options Outstanding
	Number of Options	Weighted- Average Exercise Price per Option		Weighted- Average Remaining Contractual Term	Aggregate Intrinsic Value
Balance as of December 31, 2020	19,772,797	$	1.96	7.97	$	19,219
Granted	16,654,385	$	6.66
Exercised	(2,225,859)	$	1.72
Forfeited	(2,462,473)	$	6.13
Canceled	(1,032,001)	$	2.06
Balance as of December 31, 2021	30,706,850	$	2.55	8.48	$	107,556
Granted	12,584,308	$	1.96
Exercised	(931,362)	$	1.68
Forfeited	(5,140,606)	$	5.18
Canceled	(540,183)	$	3.10
Balance as of December 31, 2022	36,679,007	$	1.99	7.63	$	87,512
As of December 31, 2022
Options vested and exercisable	11,685,136	$	2.32	5.19	$	87,512
Options vested and expected to vest	36,679,007	$	1.99	7.63	$	87,512

The weighted-average grant-date fair value of options granted during the year ended December 31, 2022 was $0.93. The weighted-average grant-date fair value of options granted during the years ended December 31, 2021 and 2020 was $4.99 and $2.60, prior to application of the recapitalization exchange ratio discussed above. The total intrinsic value of options exercised during the years ended December 31, 2022, 2021, and 2020 was $2.7 million, $14.5 million, and $3.3 million, respectively.

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 were performance-based (the “CEO Performance Awards”) that had vesting terms 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 the Company achieving a certain market capitalization milestone (the “Market Capitalization Condition”).

The Promissory Note. The Promissory Note discussed above 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 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.

The Service-Based Options. 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.

2021 Modification of the 2019 CEO Option Award. 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. The modification-date fair values 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 Company did not recognize expense related to the IPO Condition and the Qualified Financing Condition during the year ended December 31, 2020, as it was not deemed probable that the conditions would be achieved. The Company recognized $11.6 million in expense related to the acceleration of the IPO Condition and the Qualified Financing Condition during the year ended December 31, 2021, and did not recognize expense related to the IPO Condition or Qualified Financing Condition during the year ended December 31, 2022. Additionally, during the year ended December 31, 2022, the Company recognized $1.5 million in stock-based compensation expense related to the vesting of the Market Capitalization Condition. The Company did not recognize expense related to the vesting of the Market Capitalization Condition during the years ended December 31, 2021 and 2020.

The 2021 CEO Option Award. 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 consummation 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 Company recognized $2.2 million in expense related to the 2021 CEO Option Award during the year ended December 31, 2022 and did not recognize expense related to the 2021 CEO Option Award during the years ended December 31, 2021 and 2020.

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 $3.0 million.

2022 Modification of the 2019 CEO Option Award and the 2021 CEO Option Award. On December 28, 2022, the 2019 CEO Option Award shares subject to the Market Capitalization Condition and the 2021 CEO Option Award were amended. The amendments modified the vesting terms of the awards to align more closely with macroeconomic trends and the Company's performance. Prior to the amendments, the 2019 CEO Option Award included that the estimated price per share of the Company’s common stock that would be required to meet the market capitalization goal of $5.0 billion by November 19, 2026 was approximately $18.05. Pursuant to the amendments, adjustments were made to the performance goal required to be achieved by November 19, 2026 from a market capitalization goal of $5.0 billion to a stock price target of $5.27. Prior to the amendments, the 2021 CEO Option Award market value targets required to be achieved by December 31, 2023, December 31, 2024, and December 31, 2025 were approximately $15.20, $21.10, and $24.05. Pursuant to the amendment, the adjusted dates for the market value targets to be achieved, and the market value targets required to be achieved were changed to December 31, 2025, December 31, 2026 and December 31, 2027, and to $4.53, $6.39, and $7.14, respectively. The amendment represented a modification of the awards. The impact of the modification was immaterial to the consolidated financial statements for the year ended December 31, 2022 and resulted in approximately $1.5 million of incremental expense to be recognized in future years, over the remaining life of the awards.

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 year ended December 31, 2022, the Company recorded stock-based compensation expense from RSUs of approximately $4.4 million. No stock-based compensation expense from RSUs was recorded in 2021 or 2020.

RSU activity under the Company’s equity incentive plans was as follows:


	RSUs Outstanding
	Number of RSUs	Weighted- Average Grant Date Fair Value
Unvested as of December 31, 2021	72,254	$	8.94
Granted	15,741,284	$	2.17
Vested	(1,200,657)	$	2.26
Forfeited	(2,921,068)	$	2.11
Unvested as of December 31, 2022	11,691,813	$	2.21

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. 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 year ended December 31, 2022, the Company granted 14,499,972 MSUs at a total grant-date fair value of $4.2 million. During the year ended December 31, 2022, the Company recognized approximately $0.5 million in stock-based compensation expense from MSUs. No stock-based compensation expense from MSUs was recorded in 2021 or 2020.

Net Loss Per Common Share

12 Months Ended

Dec. 31, 2022

Earnings Per Share [Abstract]

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 consummation 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.

Basic net loss per share is computed by dividing the net loss by the weighted-average number of shares of common stock outstanding during the period, less weighted-average shares subject to repurchase. The diluted net loss per share is computed by giving effect to all potentially dilutive securities outstanding for the period. For periods in which the Company reports net losses, diluted net loss per share attributable to common stockholders is the same as basic net loss per share attributable to common stockholders, because potentially dilutive common shares are anti-dilutive.

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):


	Year ended December 31,
	2022		2021		2020
Numerator:
Net loss	$	(165,742)	$	(294,387)	$	(250,316)
Less: Net loss attributable to convertible and exchangeable preferred stockholders	—		—		—
Net loss attributable to common stockholders	$	(165,742)	$	(294,387)	$	(250,316)
Denominator:
Weighted average basic common shares outstanding	206,037,605		11,765,912		9,195,258
Add: Dilutive effect of outstanding stock awards	—		—		—
Weighted average diluted common shares outstanding	206,037,605		11,765,912		9,195,258
Net loss per common share:
Basic	$	(0.80)	$	(25.02)	$	(27.22)
Diluted	$	(0.80)	$	(25.02)	$	(27.22)

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:


	Year ended December 31,
	2022	2021	2020
Options to purchase common stock	36,679,007	30,679,883	19,772,797
Common stock subject to repurchase or forfeiture	1,913,244	2,432,899	6,700,050
Outstanding RSUs	11,691,813	—	—
Outstanding MSUs	12,059,978	—	—
Redeemable convertible preferred stock(1)	—	111,271,424	111,121,035
Exchangeable shares	20,389,216	32,296,539	32,334,299
Total common stock equivalents	82,733,258	176,680,745	169,928,182

____________

(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 and 2020.

Commitments and contingencies	12 Months Ended
Commitments and contingencies	Dec. 31, 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 December 31, 2022, the Company had commitments from five surety providers in the amount of $67.1 million, of which $35.4 million was outstanding. The availability, terms and conditions, and pricing of bonding capacity are dependent on, among other things, continued financial strength and stability of the insurance company affiliates providing the bonding capacity, general availability of such capacity, and 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 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 $5.8 million and $5.3 million in the accrued liabilities line item of the consolidated balance sheets as of December 31, 2022 and 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. Tax Contingencies The Company is subject to audit or examination by various domestic and foreign tax authorities with regards to tax matters. Income tax examinations may lead to ordinary course adjustments or proposed adjustments to the Company’s taxes or net operating losses with respect to years under examination as well as subsequent periods. Indirect tax examinations may lead to ordinary course adjustments or proposed adjustments to transaction taxes which may increase operating expenses. The Company establishes an accrued liability for loss contingencies related to tax matters when a loss is both probable and reasonably estimable. These accruals represent management’s best estimate of probable losses. The Company recorded estimated accruals of $7.9 million and $4.4 million in the taxes payable line item of the consolidated balance sheets as of December 31, 2022 and 2021, respectively, for such matters. Changes in tax laws, regulations, administrative practices, principles, and interpretations may impact the Company’s tax contingencies. Due to various factors, including the inherent complexities and uncertainties of the judicial, administrative, and regulatory processes in certain jurisdictions, the timing of the resolution of income tax controversies is highly uncertain, and the amounts ultimately paid, if any, upon resolution of the issues raised by the taxing authorities may differ from the amounts accrued. It is reasonably possible that within the next twelve months the Company will receive additional assessments by various tax authorities or possibly reach resolution of tax controversies in one or more jurisdictions. These assessments or settlements could result in changes to the Company’s contingencies related to positions on prior years’ tax filings. The actual amount of any change could vary significantly depending on the ultimate timing and nature of any settlements, and the range of possible outcomes is not currently estimable. 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

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

Income Taxes

The Company's provision for income taxes was approximately $0.5 million, $0.2 million, and $0.3 million for the years ended December 31, 2022, 2021, and 2020, respectively. The provision for income taxes for the years ended December 31, 2022, 2021, and 2020 was primarily due to state and foreign income tax expense and consisted of the following (in thousands):


	Year ended December 31,
	2022		2021		2020
State	$	120	$	113	$	104
Foreign	413		129		219
Provision for income taxes	$	533	$	242	$	323

The domestic and foreign components of loss before income taxes were as follows for the periods indicated (in thousands):


	Year ended December 31,
	2022		2021		2020
Domestic	$	(94,544)	$	(261,852)	$	(148,332)
Foreign	(70,665)		(32,293)		(101,661)
Loss before income taxes	$	(165,209)	$	(294,145)	$	(249,993)

A reconciliation of amounts computed by applying the U.S. federal statutory income tax rate to loss before income taxes to total income tax expense is as follows for the periods indicated (in thousands):


	Year ended December 31,
	2022		2021		2020
Income tax at U.S. statutory rate of 21.0%	$	(34,695)	$	(61,771)	$	(52,499)
Foreign tax rate differential	(1,528)		(7,645)		(889)
State income taxes, net of federal benefit	95		89		(8,553)
Tax credits	(873)		(1,753)		(1,214)
Stock-based compensation	1,823		1,389		66
Convertible debt instruments	(31,584)		5,399		—
Capital loss	16,105		(9,640)		—
Non-deductible expenses and other, net	(434)		(2,362)		220
Change in valuation allowance	51,624		76,536		63,192
Total provision for income taxes	$	533	$	242	$	323

The components of the Company’s net deferred tax assets and liabilities were as follows for the periods indicated (in thousands):


	Year ended December 31,
	2022		2021
Deferred tax assets:
Net operating loss and capital loss carryforwards	$	172,955	$	152,091
Credit carryforwards	6,136		4,936
Fixed and intangible assets	18,601		17,870
Deferred rent	—		9,128
Deferred revenue	10,776		6,245
Interest expense carryforward	9,257		4,097
Stock-based compensation	8,360		5,284
Operating lease liabilities	271,846		—
Other	13,985		5,892
Gross deferred tax assets	511,916		205,543
Valuation allowance	(262,638)		(205,543)
Total deferred tax assets, net of valuation allowance	$	249,278	$	—

Deferred tax liabilities:
Right-of-use assets	249,278		—
Net deferred tax assets	$	—	$	—

Realization of the deferred tax assets is dependent upon future taxable income, the amount and timing of which is uncertain. Accordingly, the federal, state, and foreign net deferred tax assets have been fully offset by a valuation allowance. The valuation allowance increased by approximately $57.1 million, $83.5 million, and $63.2 million during the years ended December 31, 2022, 2021, and 2020 respectively.

As of December 31, 2022, the Company had tax net operating loss carryforwards for federal, state, and foreign purposes of approximately $520.3 million, $449.2 million, and $163.6 million, respectively, and as of December 31, 2021, it had tax net operating loss carryforwards for federal, state, and foreign purposes and capital loss carryforwards for federal purposes of approximately $414.8 million, $389.6 million, $120.6 million, and $62.0 million, respectively.

Of the federal net operating loss carryforwards, $41.0 million will begin to expire in 2035, and $479.3 million will carry forward indefinitely. The state and foreign net operating loss carryforwards will begin to expire in 2027.

As a result of consummation of the Business Combination, the foreign capital loss carryforwards available to the Company at December 31, 2021 expired and the Company is no longer eligible to utilize them in future periods.

Utilization of the U.S. Federal and state net operating loss, tax credits, and disallowed business interest expense carryforwards will be subject to an annual limitation due to the ownership change limitations provided by the U.S. Tax Code and similar state provisions. The annual limitation may result in the expiration of net operating losses and credits before utilization.

Additionally, as a result of consummation of the Business Combination, the Company’s ability to utilize its U.S. Federal and state net operating loss, tax credit, and disallowed business interest expense carryforwards are subject to limitations under IRC Section 382. The annual limitation may impact the Company’s ability to utilize the net operating loss, tax credits, or disallowed business interest expense carryforwards.

Uncertain Tax Positions

The Company has adopted authoritative guidance, which prescribes a recognition threshold and measurement attribute for the consolidated financial statement recognition and measurement of uncertain tax positions taken or expected to be taken in its income tax return, and also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition.

The following is a tabular reconciliation of the total amounts of unrecognized tax benefits for the periods indicated (in thousands):


	Year ended December 31,
	2022		2021		2020
Beginning unrecognized tax benefits	$	1,353	$	683	$	—
Addition to tax positions related to prior years	20		417		383
Addition to tax positions related to current year	274		253		300
Subtraction to tax positions related to prior years	(127)		—		—
Ending unrecognized tax benefits	$	1,520	$	1,353	$	683

The Company files income tax returns in U.S. federal, various states and international jurisdictions. All periods since inception are subject to examination by U.S. federal, state and foreign authorities, where applicable. The Company is under examination by the Canada Revenue Agency (“CRA”) for the income tax returns filed for tax years ended December 31, 2018, and 2019. As of December 31, 2022, the examination is on-going, and no proposed adjustments have been provided by the CRA. There are currently no other pending income tax examinations. The Company’s 2019 through 2021 tax years remains subject to examination in the United States.

Recognition of the unrecognized tax benefits would not have an impact on the effective tax because they would be offset by the reversal of related deferred tax assets which are subject to a full valuation allowance. The Company does not anticipate any significant change in the Company’s uncertain tax positions within 12 months of December 31, 2022.

The Company’s policy is to recognize interest and penalties associated with uncertain tax benefits as part of the income tax provision and include accrued interest and penalties with the related income tax liability on the Company’s consolidated balance sheets. To date, the Company has not recognized any interest and penalties in its consolidated statements of operations, nor has it accrued for or made payments for interest and penalties.

- Definition

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

+ References

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

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Section 50
-Paragraph 17
-Subparagraph (b)
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-URI https://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817

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

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

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

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

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

+ Details

Related Party Transactions	12 Months Ended
Related Party Transactions	Dec. 31, 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 $25.7 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 December 31, 2022. Refer to Note 10, 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 7 Debt. The Convertible Notes automatically converted into shares of the Company’s common stock immediately prior to the consummation of the Business Combination. Refer to Note 7 for additional details related to the transaction.

Business Combination

12 Months Ended

Dec. 31, 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 common stock (“Class A Stock”) and Class F common stock (“Class F Stock”) of GMII prior to the Business Combination, and (b) with reference to the Company 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 the Company). 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 in the consolidated statement of mezzanine equity and stockholders’ deficit for the year ended December 31, 2021 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 consummation 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 consummation 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 upon consummation of the Business Combination, immediately prior to consummation 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.

Legacy Sonder Canada Exchangeable Common Stock

On November 4, 2022, the Company extended the date on which the Post-Combination Exchangeable Stock 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.

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 $200.0 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”). Upon consummation of the Business Combination, the Company consummated the PIPE Investment.

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


Cash - PIPE Financing	$	309,398
Cash - GMII trust and cash, net of redemptions	16,530
Less: transaction costs and advisory fees	(58,555)
Net proceeds from Business Combination and PIPE	$	267,373

Proceeds from Delayed Draw Notes, net of issuance costs	159,225
Repayment of debt	(24,680)
Net proceeds from Business Combination, PIPE, and Delayed Draw Notes	$	401,918

Restructuring Activities	12 Months Ended
Restructuring Activities	Dec. 31, 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 year ended December 31, 2022, total restructuring and other charges were $4.0 million and are included in restructuring and other charges in the consolidated statement of operations and comprehensive loss.

Subsequent Events	12 Months Ended
Subsequent Events	Dec. 31, 2022
Subsequent Events [Abstract]
Subsequent Events	Subsequent Events On January 24, 2023, the Company’s Board of Directors adopted the Sonder Holdings Inc. 2023 Inducement Equity Incentive Plan (the “Inducement Plan”) and reserved 5,000,000 shares of the Company’s common stock for issuance pursuant to equity awards granted under the Inducement Plan. The Inducement Plan provides for the grant of equity-based awards, including nonstatutory stock options, restricted stock units, restricted stock, stock appreciation rights, and performance awards, and its terms are substantially similar to the 2021 Equity Incentive Plan. Awards under the Inducement Plan may only be made to individuals who were not previously employees or non-employee directors of the Company (or following such individuals’ bona fide period of non-employment with the Company), as an inducement material to the individuals’ entry into employment with the Company or, to the extent permitted by the Nasdaq Listing Rules, in connection with a merger or acquisition. On March 1, 2023, the Company announced a reduction in force affecting approximately 100 corporate roles, or 14.0% of the corporate workforce. Affected employees were informed of the reduction in force on or about March 1, 2023. The Company expects the reduction in force to be substantially complete by the end of the first quarter of 2023. Total costs and cash expenditures for the reduction in force are estimated at $2.0 million to $3.0 million, substantially all of which are related to employee severance and benefits costs and will be recognized in the first quarter of 2023. The Company expects to pay the majority of these reduction in force amounts in the first quarter of 2023.

Basis of Presentation (Policies)

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Basis of Presentation

Principles of Consolidation

n accordance with Accounting Standards Codification (“ASC”) 810, Consolidation and 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. 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. 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 December 31, 2022 and 2021, the Company’s consolidated VIE was not material to the consolidated financial statements.

Use of Estimates

Deferred Transaction Costs

Segment Information

The Company has one operating and reportable segment, as the CODM reviews financial information presented on a consolidated basis for purposes of performance assessment and resource allocation.

Impairment of Long-Lived Assets

Revenue Recognition and Deferred Revenue

Leases

Cash and Restricted Cash

Fair Value Measurements

Fair Value Measurements The Company applies fair value accounting for certain financial assets and liabilities that are recognized or disclosed at fair value in the consolidated financial statements on a recurring basis. Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a hierarchical disclosure framework which prioritizes and ranks the level of market price observability used in measuring financial instruments at fair value. Refer to Note 5, Fair Value Measurement and Financial Instruments, for additional information.

Accounts Receivable, Net of Allowance

Concentration of Credit Risk

Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash. The Company places the majority of its cash with financial institutions in the United States that it believes to be of high credit quality and, accordingly, believes minimal credit risk exists with respect to these instruments. Certain of the Company’s cash balances held with financial institutions are in excess of Federal Deposit Insurance Corporation limits. The Company believes no significant concentration risk exists with respect to its cash.

Property and Equipment, net

Property and Equipment, Net


Furniture and fixtures			3 years
Computers, equipment, and software			3 years
Internal-use software			2 years
Leasehold improvements			Shorter of remaining lease term or the estimated useful life of 3 years

Internal-Use Software

Foreign Currency

Cost of Revenue

The Company’s cost of revenue primarily consists of fixed and variable lease costs to real estate owners for live units, cleaning costs, and payment processing charges.

Operations and Support

Operations and Support Operations and support costs are related to guest-facing functions and variable expenses associated with property-level operations, such as customer service agents and hospitality agents, depreciation of property and equipment, utilities, costs to open new properties, and the cost of guest-room consumable items and low-cost furnishings. These costs are expensed as incurred.

General and Administrative

General and Administrative General and administrative costs primarily consist of personnel-related expenses for administrative functions, such as legal, finance and accounting, public policy, and human resources. It also includes certain professional services fees, corporate offices, technology expenses, bad debt expense, general corporate and director and officer insurance, and other corporate-level expenses the Company incurs to manage and support its operations. These costs are expensed as incurred.

Research and Development

Research and Development Research and development expenses primarily consist of personnel-related expenses and an allocation of facility expenses incurred in connection with the development of the Company’s existing and new services. These costs are expensed as incurred.

Sales and Marketing

Sales and Marketing Sales and marketing expenses primarily consist of advertising expenses, personnel-related expenses for sales, marketing, and branding, as well as service charges for bookings made through OTAs. These costs are expensed as incurred.

Advertising expenses

Advertising Expenses Advertising expenses, a majority of which consist of internet and social media marketing

Stock-Based Compensation Related to Stock Options and Restricted Stock Units (“RSUs”)

Stock-Based Compensation Related to Performance and Market-Based Awards

Restructuring Charges

Income Taxes

The Company recognizes interest and penalties, if any, related to income tax matters as a component of income tax expense.

Taxes payable on the Company’s consolidated balances sheets at December 31, 2022 and 2021 includes both income taxes payable and indirect taxes payable.

Net Loss Per Share Attributable to Common Stockholders

Comprehensive Loss

Contingencies

Reclassification

Recently Adopted Accounting Standards and Recently Issued Accounting Standards Not Yet Adopted

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 to the ROU asset measured on the adoption date. Refer to Note 8, 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 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 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. As amended by ASU 2022-06, the standard is effective upon issuance through December 31, 2024 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.

Basis of Presentation (Tables)

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Useful Lives of Property and Equipment, Net

Depreciation and amortization are calculated using the straight-line method over the estimated useful lives of the assets. Estimated useful lives of the Company's assets are as follows:


Furniture and fixtures			3 years
Computers, equipment, and software			3 years
Internal-use software			2 years
Leasehold improvements			Shorter of remaining lease term or the estimated useful life of 3 years

Property and equipment, net consisted of the following (in thousands):


	December 31,
	2022		2021
Furniture and fixtures	$	72,483	$	52,334
Computers and software	11,013		6,289
Internal-use software	14,976		12,283
Office equipment and other	722		678
Leasehold improvements	1,995		314
Property and equipment	101,189		71,898
Less accumulated depreciation	(66,263)		(44,437)
Property and equipment, net	$	34,926	$	27,461

Revenue (Tables)

12 Months Ended

Dec. 31, 2022

Revenue from Contract with Customer [Abstract]

Disaggregated Revenue

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


	Year ended December 31,
	2022		2021		2020
Direct revenue	$	217,805	$	120,219	$	59,340
Indirect revenue	243,278		112,725		56,338
Total revenue	$	461,083	$	232,944	$	115,678

Revenue by Geographical Area

Revenue by geographic area is determined based on the location where the guest stays and was as follows for the periods indicated (in thousands):


	Year ended December 31,
	2022		2021		2020
Americas
United States	$	306,853	$	167,462	$	85,891
Other Americas(1)	36,563		10,830		5,520
Total Americas	343,416		178,292		91,411
Europe, Middle East, and Africa (“EMEA”)
Great Britain	28,922		16,910		8,607
United Arab Emirates	51,180		26,977		10,328
Other EMEA	37,565		10,765		5,332
Total EMEA	117,667		54,652		24,267
Total revenue	$	461,083	$	232,944	$	115,678

______________

(1) As of December 31, 2022, 2021, and 2020, Other Americas is comprised of Canada and Mexico.

Allowance for Doubtful Accounts

The following table summarizes the activity in the Company's allowance for doubtful accounts balance for each period indicated (in thousands):


	Year ended December 31,
	2022		2021
Beginning balance	$	4,127	$	2,570
Additions	1,622		4,719
Write-offs, net of recoveries	(4,777)		(3,162)
Ending balance	$	972	$	4,127

Balance Sheet Details (Tables)

12 Months Ended

Dec. 31, 2022

Supplemental Balance Sheet Information [Abstract]

Schedule of Other Current Assets

Other current assets consists of the following (in thousands):


	December 31,
	2022		2021
Furniture, fixtures, and equipment (“FF&E”) and leasehold improvement allowances(1)	$	—	$	8,206
Non-income-related tax assets	8,092		6,728
Deposits due from landlords	928		1,165
Other current assets	1,045		317
Total other current assets	$	10,065	$	16,416

____________

Schedule of Other Non-Current Assets

Other non-current assets consists of the following (in thousands):


	December 31,
	2022		2021
Long-term deposits due from landlords	$	15,417	$	14,010
Deferred transaction costs	—		8,027
Debt issuance costs on undrawn credit facilities	666		—
Other non-current assets	187		—
Total non-current assets	$	16,270	$	22,037

Schedule of Accrued Liabilities

Accrued liabilities consists of the following (in thousands):


	December 31,
	2022		2021
Accrued compensation	$	5,102	$	5,607
Accrued legal expenses	1,074		595
Accrued interest	—		2,503
Accrued other liabilities	13,955		10,852
Total accrued liabilities	$	20,131	$	19,557

Fair Value Measurement and Financial Instruments (Tables)

12 Months Ended

Dec. 31, 2022

Fair Value Disclosures [Abstract]

Schedule of Financial Liabilities Measured on Recurring Basis

The following table summarizes the Company’s Level 1, Level 2 and Level 3 financial liabilities measured at fair value on a recurring basis as of December 31, 2022 (in thousands):


	Level 1		Level 2		Level 3		Total
Earn Out liability	$	—	$	—	$	2,417	$	2,417
Public Warrants	630		—		—		630
Private Placement Warrants	—		—		275		275
Total financial liabilities measured and recorded at fair value	$	630	$	—	$	2,692	$	3,322


	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 year ended December 31, 2022 (in thousands):


	Level 3
Beginning balance at January 1, 2022	$	33,610
Recognition of Earn Out Liability	98,117
Private Placement Warrants liability recognized upon consummation of Business Combination	14,465
Decrease in fair value of Earn Out liability	(95,700)
Decrease in fair value of share-settled redemption feature upon conversion of Convertible Notes	(30,322)
Decrease in fair value of Private Placement Warrants liability	(14,190)
Conversion of preferred stock warrant liabilities to equity	(3,288)
Total financial liabilities measured and recorded at fair value	$	2,692

The following table presents changes in the Company’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

Property and equipment, net (Tables)

12 Months Ended

Dec. 31, 2022

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment, Net

Depreciation and amortization are calculated using the straight-line method over the estimated useful lives of the assets. Estimated useful lives of the Company's assets are as follows:


Furniture and fixtures			3 years
Computers, equipment, and software			3 years
Internal-use software			2 years
Leasehold improvements			Shorter of remaining lease term or the estimated useful life of 3 years

Property and equipment, net consisted of the following (in thousands):


	December 31,
	2022		2021
Furniture and fixtures	$	72,483	$	52,334
Computers and software	11,013		6,289
Internal-use software	14,976		12,283
Office equipment and other	722		678
Leasehold improvements	1,995		314
Property and equipment	101,189		71,898
Less accumulated depreciation	(66,263)		(44,437)
Property and equipment, net	$	34,926	$	27,461

Debt (Tables)

12 Months Ended

Dec. 31, 2022

Debt Disclosure [Abstract]

Schedule of Long-term Debt, Net

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


	December 31, 2022		December 31, 2021
Principal balance, including capitalized paid-in-kind interest	$	183,245	$	11,361
Less: Debt discount related to Delayed Draw Warrants, net of amortization	(4,945)		—
Less: unamortized deferred issuance costs	(5,350)		(625)
Long-term debt, net	$	172,950	$	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.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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-Name Accounting Standards Codification
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Reference 5: http://www.xbrl.org/2003/role/exampleRef
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Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 7: http://www.xbrl.org/2003/role/exampleRef
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+ Details

Leases (Tables)

12 Months Ended

Dec. 31, 2022

Leases [Abstract]

Lease, Cost

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


	Year ended December 31, 2022
Operating lease cost	$	268,810
Short-term lease cost	3,203
Variable lease cost	(2,582)
Total operating lease cost	$	269,431

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


	Year ended December 31, 2022
Cash payments for operating leases	$	218,434
New operating lease ROU assets obtained in exchange for operating lease liabilities	$	356,157

Schedule of Future Minimum Lease Payments

At December 31, 2022, remaining maturities of operating lease liabilities were as follows (in thousands):


For the year ended December 31,
2023	$	297,127
2024	294,595
2025	275,297
2026	250,188
2027	205,674
Thereafter	653,992
Gross lease payments	1,976,873
Less: imputed interest	642,277
Total operating lease liabilities, net 1	$	1,334,596
1 Total operating lease obligations, net excludes $9.7 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 consolidated balance sheet.

Schedule of Future Minimum Lease Payments

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 thousands):


For the year ended December 31,
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' Deficit (Tables)

12 Months Ended

Dec. 31, 2022

Warrants and Rights Note Disclosure [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 December 31, 2022, the Company had the following authorized and outstanding Post-Combination Exchangeable Common Stock (in thousands except shares and 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	20,389,216	$	1.54	$	31,399	$	31,399


	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 stock	35,192,637	21,991,418	$	—	$	49,733	$	49,733

Schedule of Exchangeable and Redeemable Convertible Preferred Stock


Is	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 December 31, 2022, the Company had reserved the following shares of common stock for future issuance:


			December 31, 2022
Conversion of exchangeable shares			20,389,216
Outstanding stock options			36,679,007
Outstanding restricted stock units (“RSUs”)			11,691,813
Outstanding market stock units (“MSUs”)			12,059,978
Outstanding warrants liability			14,499,946
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			4,872,922
Shares available for grant under the 2021 Equity Incentive Plan			8,887,778
Total common stock reserved for future issuance			126,055,660

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)

12 Months Ended

Dec. 31, 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):


	Year ended December 31,
	2022		2021		2020
Operations and support	$	4,573	$	2,516	$	1,710
General and administrative	14,832		20,839		4,336
Research and development	3,189		1,740		1,171
Sales and marketing	363		152		6
Total stock-based compensation expense	$	22,957	$	25,247	$	7,223

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:


	Year ended December 31,
	2022		2021		2020
Expected term (in years)	4.09 - 6.25		3.99 - 4.02		5.79
Expected volatility	50.0% - 55.4%		62.7% - 64.2%		62.9% - 69.1%
Dividend yield	—	%	—	%	—	%
Risk-free interest rate	1.79% - 4.34%		0.40% - 1.00%		0.44% - 1.46%
Weighted-average grant-date fair value per share	$0.87 - $2.13		$4.54 - $6.59		$2.51 - $2.77

Schedule of Option Activity

Option activity under the Company’s equity incentive plans was as follows (in thousands, except shares, per share, and term in years):


	Options Outstanding
	Number of Options	Weighted- Average Exercise Price per Option		Weighted- Average Remaining Contractual Term	Aggregate Intrinsic Value
Balance as of December 31, 2020	19,772,797	$	1.96	7.97	$	19,219
Granted	16,654,385	$	6.66
Exercised	(2,225,859)	$	1.72
Forfeited	(2,462,473)	$	6.13
Canceled	(1,032,001)	$	2.06
Balance as of December 31, 2021	30,706,850	$	2.55	8.48	$	107,556
Granted	12,584,308	$	1.96
Exercised	(931,362)	$	1.68
Forfeited	(5,140,606)	$	5.18
Canceled	(540,183)	$	3.10
Balance as of December 31, 2022	36,679,007	$	1.99	7.63	$	87,512
As of December 31, 2022
Options vested and exercisable	11,685,136	$	2.32	5.19	$	87,512
Options vested and expected to vest	36,679,007	$	1.99	7.63	$	87,512

Schedule of RSU activity

RSU activity under the Company’s equity incentive plans was as follows:


	RSUs Outstanding
	Number of RSUs	Weighted- Average Grant Date Fair Value
Unvested as of December 31, 2021	72,254	$	8.94
Granted	15,741,284	$	2.17
Vested	(1,200,657)	$	2.26
Forfeited	(2,921,068)	$	2.11
Unvested as of December 31, 2022	11,691,813	$	2.21

Net Loss Per Common Share (Tables)

12 Months Ended

Dec. 31, 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):


	Year ended December 31,
	2022		2021		2020
Numerator:
Net loss	$	(165,742)	$	(294,387)	$	(250,316)
Less: Net loss attributable to convertible and exchangeable preferred stockholders	—		—		—
Net loss attributable to common stockholders	$	(165,742)	$	(294,387)	$	(250,316)
Denominator:
Weighted average basic common shares outstanding	206,037,605		11,765,912		9,195,258
Add: Dilutive effect of outstanding stock awards	—		—		—
Weighted average diluted common shares outstanding	206,037,605		11,765,912		9,195,258
Net loss per common share:
Basic	$	(0.80)	$	(25.02)	$	(27.22)
Diluted	$	(0.80)	$	(25.02)	$	(27.22)

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:


	Year ended December 31,
	2022	2021	2020
Options to purchase common stock	36,679,007	30,679,883	19,772,797
Common stock subject to repurchase or forfeiture	1,913,244	2,432,899	6,700,050
Outstanding RSUs	11,691,813	—	—
Outstanding MSUs	12,059,978	—	—
Redeemable convertible preferred stock(1)	—	111,271,424	111,121,035
Exchangeable shares	20,389,216	32,296,539	32,334,299
Total common stock equivalents	82,733,258	176,680,745	169,928,182

____________

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

Schedule of Provision for Income Taxes

The provision for income taxes for the years ended December 31, 2022, 2021, and 2020 was primarily due to state and foreign income tax expense and consisted of the following (in thousands):


	Year ended December 31,
	2022		2021		2020
State	$	120	$	113	$	104
Foreign	413		129		219
Provision for income taxes	$	533	$	242	$	323

Schedule of Loss before Provision for Income Taxes, Domestic and Foreign

The domestic and foreign components of loss before income taxes were as follows for the periods indicated (in thousands):


	Year ended December 31,
	2022		2021		2020
Domestic	$	(94,544)	$	(261,852)	$	(148,332)
Foreign	(70,665)		(32,293)		(101,661)
Loss before income taxes	$	(165,209)	$	(294,145)	$	(249,993)

Schedule of Effective Income Tax Rate Reconciliation


	Year ended December 31,
	2022		2021		2020
Income tax at U.S. statutory rate of 21.0%	$	(34,695)	$	(61,771)	$	(52,499)
Foreign tax rate differential	(1,528)		(7,645)		(889)
State income taxes, net of federal benefit	95		89		(8,553)
Tax credits	(873)		(1,753)		(1,214)
Stock-based compensation	1,823		1,389		66
Convertible debt instruments	(31,584)		5,399		—
Capital loss	16,105		(9,640)		—
Non-deductible expenses and other, net	(434)		(2,362)		220
Change in valuation allowance	51,624		76,536		63,192
Total provision for income taxes	$	533	$	242	$	323

Schedule of Deferred Tax Assets

The components of the Company’s net deferred tax assets and liabilities were as follows for the periods indicated (in thousands):


	Year ended December 31,
	2022		2021
Deferred tax assets:
Net operating loss and capital loss carryforwards	$	172,955	$	152,091
Credit carryforwards	6,136		4,936
Fixed and intangible assets	18,601		17,870
Deferred rent	—		9,128
Deferred revenue	10,776		6,245
Interest expense carryforward	9,257		4,097
Stock-based compensation	8,360		5,284
Operating lease liabilities	271,846		—
Other	13,985		5,892
Gross deferred tax assets	511,916		205,543
Valuation allowance	(262,638)		(205,543)
Total deferred tax assets, net of valuation allowance	$	249,278	$	—

Deferred tax liabilities:
Right-of-use assets	249,278		—
Net deferred tax assets	$	—	$	—

Schedule of Unrecognized Tax Benefits

The following is a tabular reconciliation of the total amounts of unrecognized tax benefits for the periods indicated (in thousands):


	Year ended December 31,
	2022		2021		2020
Beginning unrecognized tax benefits	$	1,353	$	683	$	—
Addition to tax positions related to prior years	20		417		383
Addition to tax positions related to current year	274		253		300
Subtraction to tax positions related to prior years	(127)		—		—
Ending unrecognized tax benefits	$	1,520	$	1,353	$	683

Business Combination (Tables)

12 Months Ended

Dec. 31, 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 - Narrative (Details) $ in Millions	12 Months Ended
Basis of Presentation - Narrative (Details) $ in Millions	Dec. 31, 2022 USD ($) variableInterestEntity segment	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)
Accounting Policies [Line Items]
Number of variable interest entities \| variableInterestEntity	1
Deferred transaction costs \| $		$ 8.0
Number of operating segments \| segment	1
Number of reportable segments \| segment	1
Advertising expenses \| $	$ 6.6	$ 5.5	$ 4.9
Requisite service period	4 years
Stock Options
Accounting Policies [Line Items]
Requisite service period	10 years

Basis of Presentation - Useful Lives of Property and Equipment, Net (Details)	12 Months Ended
	Dec. 31, 2022
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Useful life	3 years
Computers and software
Property, Plant and Equipment [Line Items]
Useful life	3 years
Internal-use software
Property, Plant and Equipment [Line Items]
Useful life	2 years
Leasehold improvements
Property, Plant and Equipment [Line Items]
Useful life	3 years

Recently Issued Accounting Standards (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Jan. 01, 2022	Dec. 31, 2021
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Operating lease right-of-use (“ROU”) assets	$ 1,209,486		$ 0
Operating lease liability	1,334,596
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	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Disaggregation of Revenue [Line Items]
Total revenue	$ 461,083	$ 232,944	$ 115,678
Direct revenue
Disaggregation of Revenue [Line Items]
Total revenue	217,805	120,219	59,340
Indirect revenue
Disaggregation of Revenue [Line Items]
Total revenue	$ 243,278	$ 112,725	$ 56,338

- 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)
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-URI https://asc.fasb.org/extlink&oid=6472922&loc=d3e499488-122856

+ Details

Revenue - Disaggregated Revenues by Geographical Area (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Disaggregation of Revenue [Line Items]
Total revenue	$ 461,083	$ 232,944	$ 115,678
Americas
Disaggregation of Revenue [Line Items]
Total revenue	343,416	178,292	91,411
United States
Disaggregation of Revenue [Line Items]
Total revenue	306,853	167,462	85,891
Other Americas
Disaggregation of Revenue [Line Items]
Total revenue	36,563	10,830	5,520
Europe, Middle East, and Africa (“EMEA”)
Disaggregation of Revenue [Line Items]
Total revenue	117,667	54,652	24,267
Great Britain
Disaggregation of Revenue [Line Items]
Total revenue	28,922	16,910	8,607
United Arab Emirates
Disaggregation of Revenue [Line Items]
Total revenue	51,180	26,977	10,328
Other EMEA
Disaggregation of Revenue [Line Items]
Total revenue	$ 37,565	$ 10,765	$ 5,332

- Definition

+ References

+ Details

Revenue - Narrative (Details) - Customer Concentration Risk	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Revenue Benchmark \| First Travel Agency
Product Information [Line Items]
Percentage of total revenues	20.20%
Revenue Benchmark \| Second Travel Agency
Product Information [Line Items]
Percentage of total revenues	20.10%
Revenue Benchmark \| Online Travel Agency, Third-Party, One
Product Information [Line Items]
Percentage of total revenues		24.80%
Revenue Benchmark \| Online Travel Agency, Third-Party, Two
Product Information [Line Items]
Percentage of total revenues		13.30%	31.00%
Accounts Receivable \| First Travel Agency
Product Information [Line Items]
Percentage of total revenues	23.80%
Accounts Receivable \| Second Travel Agency
Product Information [Line Items]
Percentage of total revenues	18.30%
Accounts Receivable \| Third Travel Agency
Product Information [Line Items]
Percentage of total revenues	17.00%
Accounts Receivable \| Fourth Travel Agency
Product Information [Line Items]
Percentage of total revenues	11.80%
Accounts Receivable \| Online Travel Agency, Third-Party, One
Product Information [Line Items]
Percentage of total revenues		29.20%

Revenue - Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Accounts Receivable, Allowance for Credit Loss [Roll Forward]
Beginning balance	$ 4,127	$ 2,570
Additions	1,622	4,719
Write-offs, net of recoveries	(4,777)	(3,162)
Ending balance	$ 972	$ 4,127

Balance Sheet Details (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Other Assets, Current [Abstract]
Furniture, fixtures, and equipment (“FF&E”) and leasehold improvement allowances	$ 0	$ 8,206
Non-income-related tax assets	8,092	6,728
Deposits due from landlords	928	1,165
Other current assets	1,045	317
Total other current assets	10,065	16,416
Other Assets, Noncurrent [Abstract]
Long-term deposits due from landlords	15,417	14,010
Deferred transaction costs	0	8,027
Debt issuance costs on undrawn credit facilities	666	0
Other non-current assets	187	0
Total non-current assets	16,270	22,037
Accrued Liabilities [Abstract]
Accrued compensation	5,102	5,607
Accrued legal expenses	1,074	595
Accrued interest	0	2,503
Accrued other liabilities	13,955	10,852
Total accrued liabilities	$ 20,131	$ 19,557

Fair Value Measurement and Financial Instruments - Narrative (Details) $ / shares in Units, $ in Millions		12 Months Ended
	Jan. 18, 2022 $ / shares shares	Dec. 31, 2022 USD ($) $ / shares
Class of Warrant or Right [Line Items]
Derivative Liability, Type [Extensible Enumeration]		Additional paid-in capital
Common Stock
Class of Warrant or Right [Line Items]
Aggregate number of contingently issuable shares (in shares)	14,500,000
Earn Out liability
Class of Warrant or Right [Line Items]
Expected volatility		60.00%
Dividend yield		0.00%
Risk-free interest rate		4.00%
Earn Out liability \| Minimum
Class of Warrant or Right [Line Items]
Expected term (in years)		4 years 5 months 12 days
Earn Out liability \| Maximum
Class of Warrant or Right [Line Items]
Expected term (in years)		4 years 6 months 10 days
Public Warrants
Class of Warrant or Right [Line Items]
Exercise price (in dollars per share) \| $ / shares	$ 11.50	$ 0.07
Public Warrants \| Measurement Input, Price Volatility
Class of Warrant or Right [Line Items]
Warrants liability, measurement input		0.571
Expected term (in years)		4 years 18 days
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	$ 0.05
Delayed Draw Warrants
Class of Warrant or Right [Line Items]
Derivative liability \| $		$ 5.6

Fair Value Measurement and Financial Instruments - Schedule of Financial Liabilities Measured on Recurring Basis (Details) - Fair Value, Recurring - USD ($) $ in Thousands	Dec. 31, 2022	Jan. 18, 2022	Dec. 31, 2021
Other Liabilities
Total financial liabilities measured and recorded at fair value	$ 3,322
Earn Out liability
Other Liabilities
Other non-current liabilities	2,417
Public Warrants
Other Liabilities
Other non-current liabilities	630	$ 23,700
Private Placement Warrants
Other Liabilities
Other non-current liabilities	275
Level 1
Other Liabilities
Total financial liabilities measured and recorded at fair value	630
Level 1 \| Earn Out liability
Other Liabilities
Other non-current liabilities	0
Level 1 \| Public Warrants
Other Liabilities
Other non-current liabilities	630
Level 1 \| Private Placement Warrants
Other Liabilities
Other non-current liabilities	0
Level 2
Other Liabilities
Total financial liabilities measured and recorded at fair value	0
Level 2 \| Earn Out liability
Other Liabilities
Other non-current liabilities	0
Level 2 \| Public Warrants
Other Liabilities
Other non-current liabilities	0
Level 2 \| Private Placement Warrants
Other Liabilities
Other non-current liabilities	0
Level 3
Other Liabilities
Total financial liabilities measured and recorded at fair value	2,692		$ 33,610
Level 3 \| Earn Out liability
Other Liabilities
Other non-current liabilities	2,417
Level 3 \| Public Warrants
Other Liabilities
Other non-current liabilities	0
Level 3 \| Private Placement Warrants
Other Liabilities
Other non-current liabilities	$ 275
Level 3 \| Preferred stock warrant liabilities
Other Liabilities
Other non-current liabilities			3,288
Level 3 \| Share-settled redemption feature
Other Liabilities
Other non-current liabilities			$ 30,322

Fair Value Measurement and Financial Instruments - Financial Liabilities Measured at Fair Value (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Recognition of Earn Out Liability	$ 98,117	$ 0	$ 0
Decrease in fair value of Earn Out liability	(95,700)	0	0
Private Placement Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Increase (decrease) in fair value	(14,200)
Level 3 \| Fair Value, Recurring
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	33,610	1,140
Ending balance	2,692	33,610	$ 1,140
Level 3 \| Fair Value, Recurring \| Private Placement Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Recognition	14,465
Increase (decrease) in fair value	(14,190)
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
Increase (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]
Increase (decrease) in fair value		$ 2,148
Conversion of preferred stock warrant liabilities to equity	$ (3,288)

Property and equipment, net (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Property, Plant and Equipment [Line Items]
Property and equipment	$ 101,189	$ 71,898
Less accumulated depreciation	(66,263)	(44,437)
Property and equipment, net	34,926	27,461
Depreciation and amortization expense	23,900	17,700	$ 17,000
Disposals of property and equipment	2,600	2,500	12,700
Decrease in accumulated depreciation	2,100	1,800	8,800
Gain (loss) on sale of properties			(300)
Operations and Support
Property, Plant and Equipment [Line Items]
Loss from disposal of property and equipment	300	700	$ 3,500
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Property and equipment	72,483	52,334
Computers and software
Property, Plant and Equipment [Line Items]
Property and equipment	11,013	6,289
Internal-use software
Property, Plant and Equipment [Line Items]
Property and equipment	14,976	12,283
Office equipment and other
Property, Plant and Equipment [Line Items]
Property and equipment	722	678
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property and equipment	$ 1,995	$ 314

Debt - Narrative (Details)			1 Months Ended				12 Months Ended
Debt - Narrative (Details)	Jan. 18, 2022 USD ($)	Dec. 10, 2021 $ / shares shares	Dec. 31, 2022 USD ($)	Jan. 31, 2022 USD ($) shares	Mar. 31, 2021 USD ($)	Feb. 29, 2020 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)	Dec. 31, 2020 CAD ($)	Dec. 31, 2018 USD ($)
Debt Instrument [Line Items]
Proceeds from delayed draw notes							$ 159,225,000	$ 0	$ 0
Amount outstanding			$ 172,950,000				172,950,000	10,736,000
Issuance costs			666,000				666,000	0
Gain on conversion							29,512,000	0	0
Issuance of common stock upon exercise of common stock warrants								120,000
Deferred loan issuance costs			5,350,000				5,350,000	625,000
Repayment of debt							24,680,000
Early termination fees							27,745,000	18,776,000	6,741,000
Restricted cash			42,562,000				42,562,000	215,000	$ 1,641,000
Additional Paid-in Capital
Debt Instrument [Line Items]
Issuance of common stock upon exercise of common stock warrants								120,000
Delayed Draw Warrants
Debt Instrument [Line Items]
Number outstanding (in shares) \| shares		2,475,000
Exercise price (in dollars per share) \| $ / shares		$ 12.50
Delayed Draw Warrants \| Additional Paid-in Capital
Debt Instrument [Line Items]
Conversion of Sonder Legacy Warrants	$ 5,600,000
Share-Settled Redemption Feature
Debt Instrument [Line Items]
Gain on conversion				$ 29,500,000
Issuance of common stock upon exercise of common stock warrants				159,200,000
Write-off of share-based settlement feature				30,300,000
Write-off of debt discount				10,000,000
Write down of accrued interest expense				1,400,000
Convertible Debt
Debt Instrument [Line Items]
Aggregate principal amount					$ 165,000,000
Proceeds from convertible notes, net of issuance costs					162,400,000
Issuance costs					$ 2,600,000
Delayed Draw Notes
Debt Instrument [Line Items]
Proceeds from delayed draw notes				$ 165,000,000
Debt term		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				24,700,000
Early termination fees				3,100,000
Write off of deferred debt issuance cost				$ 400,000
2022 Loan and Security Agreement \| Revolving Credit Facility
Debt Instrument [Line Items]
Maximum borrowing capacity			$ 60,000,000				60,000,000
Letter of credit fee percentage			1.50%
Non-use fee percentage			0.25%
2022 Loan and Security Agreement \| Letter of Credit
Debt Instrument [Line Items]
Amount outstanding under line of credit			$ 10,100,000				$ 10,100,000
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 \| Base Rate
Debt Instrument [Line Items]
Variable interest rate						2.00%
2020 Credit Facility \| Revolving Credit Facility \| Eurodollar
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								$ 23,700,000
2020 Québec Credit Facility \| Revolving Credit Facility
Debt Instrument [Line Items]
Debt term									10 years
Interest rate payable annually									6.00%	6.00%
Maximum borrowing capacity										$ 25,000,000
Conditional-Refund Financial Contribution Facility \| Revolving Credit Facility
Debt Instrument [Line Items]
Debt term									10 years
Interest rate payable annually									6.00%	6.00%
Maximum borrowing capacity										$ 5,000,000

Debt - Schedule of Long-Term Debt, Net (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Debt Disclosure [Abstract]
Principal balance, including capitalized paid-in-kind interest	$ 183,245	$ 11,361
Less: Debt discount related to Delayed Draw Warrants, net of amortization	(4,945)	0
Less: unamortized deferred issuance costs	(5,350)	(625)
Long-term debt, net	$ 172,950	$ 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	12 Months Ended
Leases - Narrative (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Jan. 01, 2022
Operating Leased Assets [Line Items]
Operating lease right-of-use (“ROU”) assets	$ 1,209,486	$ 0
Operating lease liability	1,334,596
Deferred rent	$ 0	(66,132)
Weighted average remaining lease term	7 years 2 months 4 days
Weighted average discount rate	9.80%
Future lease payments for leases not yet commenced	$ 1,900,000
Rent expense for operating leases	$ 268,800	184,800	$ 133,100
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	20 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
Deferred rent				$ 66,100
Cost of Revenue
Operating Leased Assets [Line Items]
Rent expense for operating leases	$ 263,400	176,500	124,800
Operations and Support
Operating Leased Assets [Line Items]
Rent expense for operating leases	1,700	5,500	2,800
General and Administrative
Operating Leased Assets [Line Items]
Rent expense for operating leases	$ 3,700	$ 2,800	$ 5,500

Leases - Lease Cost and Supplemental Information (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($)
Lease, Cost [Abstract]
Operating lease cost	$ 268,810
Short-term lease cost	3,203
Variable lease cost	(2,582)
Total operating lease cost	269,431
Cash payments for operating leases	218,434
New operating lease ROU assets obtained in exchange for operating lease liabilities	$ 356,157

Leases - Schedule of Future Minimum Lease Payments Under Non-Cancellable Leases After Adoption (Details) $ in Thousands	Dec. 31, 2022 USD ($)
Operating Leases
2023	$ 297,127
2024	294,595
2025	275,297
2026	250,188
2027	205,674
Thereafter	653,992
Gross lease payments	1,976,873
Less: imputed interest	642,277
Total operating lease obligations, net	1,334,596
Allowances for leases that have not yet commenced	$ 9,700

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' Deficit - Narrative (Details) $ / shares in Units, $ in Thousands		12 Months Ended
	Jan. 18, 2022 USD ($) shares	Dec. 31, 2022 USD ($) $ / shares shares	Dec. 31, 2021 USD ($) shares	Dec. 31, 2020 USD ($) shares	Jan. 17, 2022 shares	Dec. 31, 2019 shares
Class of Stock [Line Items]
Exchange rate	1.4686
Issuance of common stock upon exercise of common stock warrants			$ 120
Fair value adjustment of warrants		$ (25,260)	0	$ 0
Shares authorized (in shares) \| shares		690,000,000
Preferred stock, shares authorized (in shares) \| 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		$ 11,500
Fair value adjustment of warrants	$ 12,200
Increase (decrease) in fair value		(11,100)
Private Placement Warrants
Class of Stock [Line Items]
Fair value of liability	$ 14,500
Increase (decrease) in fair value		(14,200)
Public Warrants
Class of Stock [Line Items]
Number of units required to be purchased (in units) \| shares	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	$ 23,700	630
Private Placement Warrants \| Fair Value, Recurring
Class of Stock [Line Items]
Other non-current liabilities		275
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	2,100
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) \| shares	150,092
Common stock, shares outstanding (in shares) \| shares		20,389,216
Common stock, shares authorized (in shares) \| shares		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 issued upon conversion (in shares) \| shares	32,296,539
Common stock, shares outstanding (in shares) \| shares		20,389,216	0	0		0
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) \| shares		400,000,000
Common Stock \| Common Stock
Class of Stock [Line Items]
Number of shares converted (in shares) \| shares			82,352
Common stock, shares outstanding (in shares) \| shares		198,394,331	12,752,202	10,529,496		8,379,192
Exchangeable Shares
Class of Stock [Line Items]
Common stock, shares outstanding (in shares) \| shares			9,421,190
Common stock, shares authorized (in shares) \| shares			22,517,608
Exchangeable Shares \| Common Stock
Class of Stock [Line Items]
Common stock, shares outstanding (in shares) \| shares					21,991,418
General Common Stock
Class of Stock [Line Items]
Common stock, shares authorized (in shares) \| shares		440,000,000
Special Voting Stock
Class of Stock [Line Items]
Common stock, shares authorized (in shares) \| shares		40,000,000

Warrants and Stockholders' Deficit - Schedule of Preferred Stock Warrants Outstanding (Details)	Dec. 31, 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' Deficit - Schedule of Post-Combination Exchangeable Common Shares (Details) - Post-Combination Exchangeable Common Shares $ / shares in Units, $ in Thousands	Dec. 31, 2022 USD ($) $ / shares shares
Class of Stock [Line Items]
Shares authorized (in shares) \| shares	40,000,000
Common stock, shares outstanding (in shares) \| shares	20,389,216
Issuance price per share (in dollars per share) \| $ / shares	$ 1.54
Net carrying value \| $	$ 31,399
Aggregate liquidation preference \| $	$ 31,399

Warrants and Stockholders' Deficit - Schedule of Exchangeable and Redeemable Convertible Preferred Stock (Details) - USD ($) $ / shares in Units, $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Temporary Equity [Line Items]
Net carrying value	$ 0	$ 568,483
Total exchangeable stock
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
Common stock, 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)	0	111,271,424	111,121,035	83,348,449
Net carrying value	$ 0	$ 518,750	$ 517,730	$ 314,967
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		56,753,734
Net carrying value				$ 314,967
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' Deficit - Schedule of Shares of Common Stock Reserved for Future Issuance (Details) - shares	Dec. 31, 2022	Dec. 31, 2021
Class of Stock [Line Items]
Total common stock reserved for future issuance (in shares)	126,055,660	230,720,775
Warrants
Class of Stock [Line Items]
Total common stock reserved for future issuance (in shares)	14,499,946
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)	8,887,778
Stock Options
Class of Stock [Line Items]
Total common stock reserved for future issuance (in shares)	36,679,007	19,865,244
Stock Options \| 2021 Equity Incentive Plan
Class of Stock [Line Items]
Total common stock reserved for future issuance (in shares)	8,887,778
Stock Options \| 2019 Equity Incentive Plan
Class of Stock [Line Items]
Total common stock reserved for future issuance (in shares)		1,859,784
Outstanding RSUs
Class of Stock [Line Items]
Total common stock reserved for future issuance (in shares)	11,691,813
Market Stock Units
Class of Stock [Line Items]
Total common stock reserved for future issuance (in shares)	12,059,978
ESPP
Class of Stock [Line Items]
Total common stock reserved for future issuance (in shares)	4,872,922
Exchangeable Shares
Class of Stock [Line Items]
Total common stock reserved for future issuance (in shares)	20,389,216
Preferred and Exchangeable Stock
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 ($)									12 Months Ended
	Jan. 01, 2023	Dec. 28, 2022	Dec. 01, 2022	Jan. 18, 2022	Jan. 17, 2022	Jan. 14, 2022	Feb. 18, 2021	Nov. 15, 2019	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Requisite service period									4 years
Total common stock reserved for future issuance (in shares)									126,055,660	230,720,775
Share-based payment arrangement, expense									$ 22,957,000	$ 25,247,000	$ 7,223,000
Weighted-average grant-date fair value of options granted (in dollars per share)									$ 0.93	$ 4.99	$ 2.60
Total intrinsic value of options exercised									$ 2,700,000	$ 14,500,000	$ 3,300,000
Number of shares granted and available for purchase (in shares)									12,584,308	16,654,385
Common stock, capital shares market capitalization, estimated price		$ 5,000,000,000
Common stock, capital shares market capitalization, estimated per share (in dollars per share)		$ 18.05
Common stock, capital shares market capitalization, adjustments price		$ 5,000,000,000
Common stock, capital shares market capitalization, adjustments per share (in dollars per share)		$ 5.27
2023 (in dollars per share)		15.20
2024 (in dollars per share)		21.10
2025 (in dollars per share)		24.05
Adjusted 2025 (in dollars per share)		4.53
Adjusted 2026 (in dollars per share)		6.39
Adjusted 2027 (in dollars per share)		$ 7.14
Promissory Note
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Related party notes receivable										$ 25,200,000
Chief Executive Officer
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares granted and available for purchase (in shares)								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						$ 25,700,000
Chief Executive Officer \| Promissory Note
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Amounts due from related party								$ 24,600,000
Interest rate payable annually								2.00%
Related party notes receivable										$ 25,700,000
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)									8,887,778
Percentage of shares outstanding as of last day of preceding year									5.00%
Sonder Holdings Inc. 2021 Equity Incentive Plan \| Subsequent Event
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]
Requisite service period									10 years
Total common stock reserved for future issuance (in shares)									36,679,007	19,865,244
Share-based compensation arrangement by share-based payment award, plan modification, options, number			20,292,621
Share-based compensation arrangement by share-based payment award, plan modification, options, reduced exercise price			$ 1.74
Total incremental expense to be recognized over the remaining requisite service period			$ 8,400,000
Share-based payment arrangement, expense			$ 400,000						$ 14,300,000	$ 13,600,000	7,200,000
Stock Options \| Senior Leadership Employees
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation arrangement by share-based payment award, plan modification, award vesting period			12 months
Stock Options \| Non-senior Leadership Employees
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation arrangement by share-based payment award, plan modification, award vesting period			6 months
Stock Options \| 2013 Stock Option and Grant Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Contractual term					10 years
Requisite service 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)									8,887,778
Outstanding RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Requisite service period									4 years
Total common stock reserved for future issuance (in shares)									11,691,813
Share-based payment arrangement, expense									$ 4,400,000	0	$ 0
Granted (in shares)									15,741,284
Outstanding 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)									4,872,922
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
Shares authorized for issuance (shares)									4,872,922
Employee Stock \| Sonder Holdings Inc. 2021 Employee Stock Purchase Plan \| Subsequent Event
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]
Requisite service period								72 months
Share-based payment arrangement, expense									$ 0	11,600,000
Number of shares granted and available for purchase (in shares)								2,041,197
Grant date fair value of options								$ 3,200,000	3,000,000
2021 CEO Option Award \| Chief Executive Officer
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based payment arrangement, expense									2,200,000	$ 0
Number of shares granted and available for purchase (in shares)							3,061,794
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 \| IPO Condition
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 \| Qualified Financing Condition
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 \| Market Capitalization Condition
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]
Share-based payment arrangement, expense									1,500,000
Market Capitalization Units \| Chief Executive Officer
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Grant date fair value of options									$ 1,500,000
Market Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Contractual term									5 years
Requisite service period									4 years
Total common stock reserved for future issuance (in shares)									12,059,978
Share-based payment arrangement, expense									$ 500,000
Vesting percentage									16.66%
Granted (in shares)									14,499,972
Total grant-date fair value									$ 4,200,000
Accelerated Awards Related To Terminations
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based payment arrangement, expense									$ 1,700,000

Equity Incentive Plans and Stock-Based Compensation - Schedule of Stock-Based Compensation (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based payment arrangement, expense	$ 22,957	$ 25,247	$ 7,223
Operations and support
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based payment arrangement, expense	4,573	2,516	1,710
General and administrative
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based payment arrangement, expense	14,832	20,839	4,336
Research and development
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based payment arrangement, expense	3,189	1,740	1,171
Sales and marketing
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based payment arrangement, expense	$ 363	$ 152	$ 6

Equity Incentive Plans and Stock-Based Compensation - Schedule of Fair Value Inputs for Options (Details) - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted-average grant-date fair value of options granted (in dollars per share)	$ 0.93	$ 4.99	$ 2.60
Stock Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term (in years)			5 years 9 months 14 days
Expected volatility, minimum	50.00%	62.70%	62.90%
Expected volatility, maximum	55.40%	64.20%	69.10%
Dividend yield	0.00%	0.00%	0.00%
Risk-free interest rate, minimum	1.79%	0.40%	0.44%
Risk-free interest rate, maximum	4.34%	1.00%	1.46%
Stock Options \| 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 of options granted (in dollars per share)	$ 0.87	$ 4.54	$ 2.51
Stock Options \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term (in years)	6 years 3 months	4 years 7 days
Weighted-average grant-date fair value of options granted (in dollars per share)	$ 2.13	$ 6.59	$ 2.77

Equity Incentive Plans and Stock-Based Compensation - Schedule of Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Number of Options
Beginning balance (in shares)	30,706,850	19,772,797
Grants (in shares)	12,584,308	16,654,385
Exercises (in shares)	(931,362)	(2,225,859)
Forfeited (in shares)	(5,140,606)	(2,462,473)
Canceled (in shares)	(540,183)	(1,032,001)
Ending balance (in shares)	36,679,007	30,706,850	19,772,797
Weighted- Average Exercise Price per Option
Beginning balance (in dollars per share)	$ 2.55	$ 1.96
Grants (in dollars per share)	1.96	6.66
Exercises (in dollars per share)	1.68	1.72
Forfeited (in dollars per share)	5.18	6.13
Canceled (in dollars per share)	3.10	2.06
Ending balance (in dollars per share)	$ 1.99	$ 2.55	$ 1.96
Stock Options Additional Disclosures
Weighted average remaining contractual term, outstanding	7 years 7 months 17 days	8 years 5 months 23 days	7 years 11 months 19 days
Aggregate intrinsic value, outstanding	$ 87,512	$ 107,556	$ 19,219
Options vested and exercisable, number of options (in shares)	11,685,136
Options vested and exercisable, weighted-average exercise price per option (in dollars per share)	$ 2.32
Options vested and exercisable, weighted average remaining contractual term	5 years 2 months 8 days
Options vested and exercisable, aggregate intrinsic value	$ 87,512
Options vested and expected to vest, number of options (in shares)	36,679,007
Options vested and expected to vest, weighted-average exercise price per option (in dollars per share)	$ 1.99
Options vested and expected to vest, weighted average remaining contractual term	7 years 7 months 17 days
Options vested and expected to vest, aggregate intrinsic value	$ 87,512

Equity Incentive Plans and Stock-Based Compensation - Schedule of RSU activity (Details) - Outstanding RSUs	12 Months Ended
	Dec. 31, 2022 $ / shares shares
Number of RSUs
Unvested as of December 31, 2021 (in shares) \| shares	72,254
Granted (in shares) \| shares	15,741,284
Vested (in shares) \| shares	(1,200,657)
Forfeited (in shares) \| shares	(2,921,068)
Unvested as of December 31, 2022 (in shares) \| shares	11,691,813
Weighted- Average Grant Date Fair Value
Unvested as of December 31, 2021 (USD per share) \| $ / shares	$ 8.94
Granted (USD per share) \| $ / shares	2.17
Vested (USD per share) \| $ / shares	2.26
Forfeited (USD per share) \| $ / shares	2.11
Unvested as of December 31, 2022 (USD per share) \| $ / shares	$ 2.21

Net Loss Per Common Share - Schedule of Basic Earnings per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Numerator
Net income (loss)	$ (165,742)	$ (294,387)	$ (250,316)
Less: Net loss attributable to convertible and exchangeable preferred stockholders	0	0	0
Net loss attributable to common stockholders	$ (165,742)	$ (294,387)	$ (250,316)
Denominator
Weighted average basic common shares outstanding (in shares)	206,037,605	11,765,912	9,195,258
Add: Dilutive effect of outstanding stock awards (in shares)	0	0	0
Diluted weighted-average common stock outstanding (in shares)	206,037,605	11,765,912	9,195,258
Net loss per common share, Basic (in dollars per share)	$ (0.80)	$ (25.02)	$ (27.22)
Net loss per common share, Diluted (in dollars per share)	$ (0.80)	$ (25.02)	$ (27.22)

Net Loss Per Common Share - Schedule of Anti-Dilutive Securities (Details) - shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total common stock equivalents (in shares)	82,733,258	176,680,745	169,928,182
Options to purchase common stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total common stock equivalents (in shares)	36,679,007	30,679,883	19,772,797
Common stock subject to repurchase or forfeiture
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total common stock equivalents (in shares)	1,913,244	2,432,899	6,700,050
Outstanding RSUs
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total common stock equivalents (in shares)	11,691,813	0	0
Outstanding MSUs
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total common stock equivalents (in shares)	12,059,978	0	0
Redeemable convertible preferred stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total common stock equivalents (in shares)	0	111,271,424	111,121,035
Exchangeable shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total common stock equivalents (in shares)	20,389,216	32,296,539	32,334,299

Commitments and contingencies (Details) $ in Thousands		12 Months Ended
Commitments and contingencies (Details) $ in Thousands	Jul. 30, 2020 USD ($)	Dec. 31, 2022 USD ($) surety_provider	Dec. 31, 2021 USD ($)
Loss Contingencies [Line Items]
Number of surety providers \| surety_provider		5
Amount outstanding		$ 172,950	$ 10,736
Loss contingency, estimated accrual liability, related to tax matters		7,900	4,400
Surety Bond
Loss Contingencies [Line Items]
Aggregate principal amount		67,100
Amount outstanding		35,400
Broad Street Investigation
Loss Contingencies [Line Items]
Damages sought by other parties	$ 3,900
Estimated accrual for potential losses		$ 5,800	$ 5,300

- Definition

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

+ References + Details

Income Taxes - Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
Income Taxes - Narrative (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Income Tax Expense (Benefit) [Line Items]
Provision for income taxes	$ 533	$ 242	$ 323
Increase in valuation allowance	57,100	83,500	$ 63,200
Net operating loss carryforwards set to expire	41,000
Net operating loss carryforwards with no expiration	479,300
Federal
Income Tax Expense (Benefit) [Line Items]
Net operating loss carryforwards	520,300	414,800
Capital loss carryforward		62,000
State
Income Tax Expense (Benefit) [Line Items]
Net operating loss carryforwards	449,200	389,600
Foreign
Income Tax Expense (Benefit) [Line Items]
Net operating loss carryforwards	$ 163,600	$ 120,600

Income Taxes - Schedule of Provision for Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Current
State	$ 120	$ 113	$ 104
Foreign	413	129	219
Provision for income taxes	$ 533	$ 242	$ 323

Income Taxes - Schedule of Loss before Provision for Income Taxes, Domestic and Foreign (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Domestic	$ (94,544)	$ (261,852)	$ (148,332)
Foreign	(70,665)	(32,293)	(101,661)
Loss before income taxes	$ (165,209)	$ (294,145)	$ (249,993)

- Definition

Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Income Taxes - Effective Income Tax Reconciliation (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Income tax at U.S. statutory rate of 21.0%	$ (34,695)	$ (61,771)	$ (52,499)
Foreign tax rate differential	(1,528)	(7,645)	(889)
State income taxes, net of federal benefit	95	89	(8,553)
Tax credits	(873)	(1,753)	(1,214)
Stock-based compensation	1,823	1,389	66
Convertible debt instruments	(31,584)	5,399	0
Capital loss	16,105	(9,640)	0
Non-deductible expenses and other, net	(434)	(2,362)	220
Change in valuation allowance	51,624	76,536	63,192
Total provision for income taxes	$ 533	$ 242	$ 323

Income Taxes - Schedule of Deferred Tax Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Deferred tax assets:
Net operating loss and capital loss carryforwards	$ 172,955	$ 152,091
Credit carryforwards	6,136	4,936
Fixed and intangible assets	18,601	17,870
Deferred rent	0	9,128
Deferred revenue	10,776	6,245
Interest expense carryforward	9,257	4,097
Stock-based compensation	8,360	5,284
Operating lease liabilities	271,846	0
Other	13,985	5,892
Gross deferred tax assets	511,916	205,543
Valuation allowance	(262,638)	(205,543)
Total deferred tax assets, net of valuation allowance	249,278	0
Deferred tax liabilities:
Right-of-use assets	249,278	0
Net deferred tax assets	$ 0	$ 0

Income Taxes - Schedule of Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]
Beginning unrecognized tax benefits	$ 1,353	$ 683	$ 0
Addition to tax positions related to prior years	20	417	383
Addition to tax positions related to current year	274	253	300
Subtraction to tax positions related to prior years	(127)	0	0
Ending unrecognized tax benefits	$ 1,520	$ 1,353	$ 683

Related Party Transactions (Details) - USD ($) $ in Millions	Dec. 31, 2022	Dec. 31, 2021	Mar. 31, 2021
Convertible Debt
Related Party Transaction [Line Items]
Aggregate principal amount			$ 165.0
Promissory Note
Related Party Transaction [Line Items]
Related party notes receivable		$ 25.2
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		$ 25.7

- 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
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+ Details

Business Combination - Narrative (Details) $ / shares in Units, $ in Thousands			12 Months Ended
	Nov. 04, 2022	Jan. 18, 2022 USD ($) $ / shares shares	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2020 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
Nonrecurring transaction costs \| $			58,555
Proceeds from delayed draw notes \| $			$ 159,225	$ 0	$ 0
Extension of post-exchangeable shares period	5 years
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	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Business Acquisition [Line Items]
Cash - PIPE Financing and GMII trust and cash, net of redemptions	$ 325,928	$ 0	$ 0
Less: transaction costs and advisory fees	(58,555)
Net Business Combination and PIPE	267,373
Proceeds from Delayed Draw Notes	159,225	$ 0	$ 0
Repayment of debt	(24,680)
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		12 Months Ended
Restructuring Activities (Details) - USD ($) $ in Thousands	Jun. 09, 2022	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Restructuring Cost and Reserve [Line Items]
Pre-tax restructuring costs		$ 4,033	$ 0	$ 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) $ in Millions	Mar. 01, 2023 USD ($) corporateRole	Jan. 24, 2023 shares	Dec. 31, 2022 shares	Dec. 31, 2021 shares
Subsequent Event [Line Items]
Total common stock reserved for future issuance (in shares) \| shares			126,055,660	230,720,775
Subsequent Event \| Employee Severance \| Reduction In Work Force
Subsequent Event [Line Items]
Restructuring and related cost, number of positions eliminated \| corporateRole	100
Restructuring and related cost, number of positions eliminated, period percent	14.00%
Subsequent Event \| Employee Severance \| Reduction In Work Force \| Minimum
Subsequent Event [Line Items]
Restructuring and related cost, cost incurred to date \| $	$ 2.0
Subsequent Event \| Employee Severance \| Reduction In Work Force \| Maximum
Subsequent Event [Line Items]
Restructuring and related cost, cost incurred to date \| $	$ 3.0
Subsequent Event \| Inducement Plan
Subsequent Event [Line Items]
Total common stock reserved for future issuance (in shares) \| shares		5,000,000