0001819395-23-000074 | 10-Q | XBRL Viewer

Net (Loss) Income per Common Share (Tables)

3 Months Ended

Mar. 31, 2023

Schedule of Basic and Diluted net (loss) per Share

The following tables set forth the computation of basic and diluted net (loss) income per share for the periods indicated (in thousands, except number of shares and per share information):


	Three months ended March 31,
		2023		2022
Basic net (loss) income per share
Numerator:
Net (loss) income		$	(86,431)	$	10,963
Less: Net income attributable to convertible and exchangeable preferred stockholders		—		1,406
Net (loss) income attributable to common stockholders		$	(86,431)	$	9,557
Denominator:
Weighted average basic common shares outstanding		219,105,342		176,326,658


Net (loss) income per common share:
Basic		$	(0.39)	$	0.05


Diluted net (loss) income per share
Numerator:
Net (loss) income		$	(86,431)	$	10,963
Interest expense on Convertible Notes(1)		—		2,727
Change in fair value of share-settled redemption feature and gain on conversion of Convertible Notes(1)		—		(29,512)
Change in fair value of SPAC Warrants(1)		—		(14,895)
Net loss attributable to common stockholders		$	(86,431)	$	(30,717)
Denominator:
Weighted average basic common shares outstanding		219,105,342		176,326,658
Add: Dilutive effect of outstanding stock awards		—		(4,499,600)
Weighted average diluted common shares outstanding		219,105,342		171,827,058
Net loss per common share:
Diluted		$	(0.39)	$	(0.18)

____________

(1) Adjustments applicable only to periods with net income.

Schedule of Antidilutive Securities

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


	March 31,
	2023	2022
Options to purchase common stock	43,215,089	30,802,000
Common stock subject to repurchase or forfeiture	1,783,224	2,303,000
Outstanding RSUs	9,912,746	72,254
Outstanding MSUs	12,059,978	—

Exchangeable shares	19,458,704	32,335,354
Total common stock equivalents	86,429,741	65,512,608

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT - USD ($) $ in Thousands	Total	Sonder Legacy Warrants	Delayed Draw Warrants	As Previously Reported	Additional Paid-in Capital	Additional Paid-in Capital Sonder Legacy Warrants	Additional Paid-in Capital Delayed Draw Warrants	Additional Paid-in Capital As Previously Reported	Accumulated Translation Adjustment	Accumulated Translation Adjustment As Previously Reported	Accumulated Deficit	Accumulated Deficit As Previously Reported	Redeemable Convertible Preferred Stock	Redeemable Convertible Preferred Stock As Previously Reported	Redeemable Convertible Preferred Stock Revision of Prior Period, Adjustment	Exchangeable Preferred Stock	Exchangeable Preferred Stock As 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 As Previously Reported	Common Stock Common Stock Revision of Prior Period, Adjustment	Exchangeable Series AA Stock Common Stock	Exchangeable Series AA Stock Common Stock As Previously Reported	Exchangeable Series AA Stock Common Stock Revision of Prior Period, Adjustment	Post-Combination Exchangeable Common Stock	Post-Combination Exchangeable Common Stock Common Stock	Post-Combination Exchangeable Common Stock Common Stock As Previously Reported	Post-Combination Exchangeable Common Stock Common Stock Revision of Prior Period, Adjustment
Mezzanine equity, beginning balance (in shares) at Dec. 31, 2021													111,271,424	75,767,082	35,504,342	18,499,408	12,570,228	5,929,180
Mezzanine equity, beginning balance at Dec. 31, 2021													$ 518,750	$ 518,750		$ 49,733	$ 49,733
Increase (Decrease) in Mezzanine Equity
Conversion of preferred stock (in shares)													(111,271,424)			(18,499,408)
Conversion of preferred stock													$ (518,750)			$ (49,733)
Mezzanine equity, ending balance (in shares) at Mar. 31, 2022													0			0
Mezzanine equity, ending balance at Mar. 31, 2022													$ 0			$ 0
Beginning balance (in shares) at Dec. 31, 2021																			12,752,202		8,684,246	4,067,956	13,835,946	9,421,190	4,414,756		0	0	0
Beginning balance at Dec. 31, 2021	$ (764,406)			$ (764,406)	$ 43,106			$ 43,106	$ 7,299	$ 7,299	$ (814,812)	$ (814,812)							$ 1		$ 1		$ 0	$ 0			$ 0	$ 0
Increase (Decrease) in Stockholders' Equity (Deficit)
Exercise of common stock options (in shares)																			362,943
Exercise of common stock options	873				873
Conversion of Legacy Sonder 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 Legacy Sonder Warrants		$ 1,243				$ 1,243
Conversion of convertible note (in shares)																			19,017,105
Conversion of convertible note	159,173				159,172														$ 1
Conversion of preferred stock (in shares)																			111,271,424
Conversion of preferred stock	518,761				518,750														$ 11
Conversion of exchangeable stock (in shares)																							(13,835,946)				32,335,354
Conversion of exchangeable stock	49,733				49,733
Issuance of common stock in connection with Business Combination and PIPE offering (in shares)																			43,845,835
Issuance of common stock in connection with business combination and PIPE offering	267,362				267,355														$ 7
Assumption of SPAC Warrants upon consummation of business combination	(25,985)			(38,135)	(25,985)
Earn Out Liability recognized upon consummation of business combination	(98,117)				(98,117)
Issuance of Delayed Draw Warrants			$ 5,598				$ 5,598
Stock-based compensation	6,680				6,680
Net (loss) income	10,963			22,392							10,963
Change in cumulative translation adjustment	1,999								1,999
Ending balance (in shares) at Mar. 31, 2022																			184,679,117				0				32,335,354
Ending balance at Mar. 31, 2022	135,988			$ 135,267	930,519				9,298		(803,849)								$ 20				$ 0				$ 0
Beginning balance (in shares) at Dec. 31, 2022																			198,394,331							20,389,216	20,389,216
Beginning balance at Dec. 31, 2022	(19,947)				947,601				12,985		(980,554)								$ 21								$ 0
Increase (Decrease) in Stockholders' Equity (Deficit)
Exercise of common stock options (in shares)																			9,266
Exercise of common stock options	8				8
Vesting of restricted stock units (in shares)																			517,068
Vesting of restricted stock units	0
Conversion of exchangeable stock (in shares)																			930,512								(930,512)
Conversion of exchangeable stock	0
Stock-based compensation	12,180				12,180
Net (loss) income	(86,431)										(86,431)
Change in cumulative translation adjustment	(2,637)								(2,637)
Ending balance (in shares) at Mar. 31, 2023																			199,851,177							19,458,704	19,458,704
Ending balance at Mar. 31, 2023	$ (96,827)				$ 959,789				$ 10,348		$ (1,066,985)								$ 21								$ 0

Warrants and Stockholders’ Deficit - Narrative (Details) $ / shares in Units, $ in Thousands		3 Months Ended
	Jan. 18, 2022 USD ($) $ / shares shares	Mar. 31, 2023 USD ($) shares	Mar. 31, 2022 USD ($)	Dec. 31, 2022 USD ($) shares
Class of Stock [Line Items]
Exchange rate	1.4686
Increase (decrease) in fair value			$ 11,400
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
SPAC Warrants
Class of Stock [Line Items]
Increase (decrease) in fair value		$ 100
Additional Paid-in Capital
Class of Stock [Line Items]
Reclassification of warrants from liability to equity	$ 2,100
Sonder Legacy Warrants
Class of Stock [Line Items]
Conversion of Legacy Sonder Warrants			1,243
Sonder Legacy Warrants \| Additional Paid-in Capital
Class of Stock [Line Items]
Issuance of common stock upon exercise of common stock warrants	1,200
Conversion of Legacy Sonder Warrants			1,243
Delayed Draw Warrants \| Additional Paid-in Capital
Class of Stock [Line Items]
Conversion of Legacy Sonder Warrants	$ 5,600
Public Warrants
Class of Stock [Line Items]
Other non-current liabilities				$ 300
Public Warrants \| Fair Value, Recurring
Class of Stock [Line Items]
Other non-current liabilities			$ 23,700	630
Private Placement Warrant
Class of Stock [Line Items]
Other non-current liabilities				600
Private Placement Warrant \| Fair Value, Recurring
Class of Stock [Line Items]
Other non-current liabilities				$ 275
SPAC Warrants \| Fair Value, Recurring
Class of Stock [Line Items]
Other non-current liabilities		$ 1,015
Post-Combination Exchangeable Common Stock
Class of Stock [Line Items]
Number of shares converted (in shares) \| shares	150,092
Common stock, shares authorized (in shares) \| shares		40,000,000		40,000,000
Post-Combination Exchangeable Common Stock \| 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
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
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

Basis of Presentation (Tables)

3 Months Ended

Mar. 31, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Error Corrections and Prior Period Adjustments

The following table presents only those line items affected by the correction as discussed above (in thousands):


	As Previously Reported		Adjustments		As Corrected







Statement of Operations and Comprehensive Income
Change in fair value of SPAC Warrants	$	(26,324)	$	11,429	$	(14,895)
Total non-operating (income) expense, net	(118,187)		11,429		(106,758)
Income before income taxes	22,423		(11,429)		10,994
Net income	22,392		(11,429)		10,963
Less: Net income attributable to convertible and exchangeable preferred stockholders	2,872		(1,466)		1,406
Net income attributable to common stockholders	19,520		(9,963)		9,557
Comprehensive income	24,391		(11,429)		12,962
Basic net income per common share	$	0.11	$	(0.06)	$	0.05

Statement of Stockholders' Equity
Assumption of SPAC Warrants upon consummation of business combination	$	(38,135)	$	12,150	$	(25,985)
Net income	22,392		(11,429)		10,963
Additional Paid-in Capital	918,369		12,150		930,519
Accumulated Deficit	(792,420)		(11,429)		(803,849)
Total stockholders' equity at March 31, 2022	$	135,267	$	721	$	135,988

Statement of Cash Flows
Cash flows from operating activities
Net income	$	22,392	$	(11,429)	$	10,963
Change in fair value of SPAC Warrants	(26,324)		11,429		(14,895)
Supplemental disclosure of non-cash investing and financing activities
Recognition of SPAC Warrants	$	(38,135)	$	12,150	$	(25,985)

Revenue (Tables)

3 Months Ended

Mar. 31, 2023

Revenue from Contract with Customer [Abstract]

Schedule of Disaggregated Revenue

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


	Three months ended March 31,
		2023		2022
Direct revenue		$	58,339	$	31,934
Indirect revenue		62,399		48,532
Total revenue		$	120,738	$	80,466

Basis of Presentation - Narrative (Details) $ in Thousands	3 Months Ended
Basis of Presentation - Narrative (Details) $ in Thousands	Mar. 31, 2023 USD ($) entity	Mar. 31, 2022 USD ($)	Dec. 31, 2022 USD ($)
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Number of variable interest entities \| entity	1
Fair Value adjustment of warrants	$ 110	$ (14,895)
Increase (decrease) in fair value		11,400
Public Warrants
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Other non-current liabilities			$ 300
Public Warrants \| Fair Value, Recurring
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Fair Value adjustment of warrants		12,200
Other non-current liabilities		$ 23,700	$ 630

Revenue - Disaggregated Revenue by Channel (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Disaggregation of Revenue [Line Items]
Total revenue	$ 120,738	$ 80,466
Direct revenue
Disaggregation of Revenue [Line Items]
Total revenue	58,339	31,934
Indirect revenue
Disaggregation of Revenue [Line Items]
Total revenue	$ 62,399	$ 48,532

- 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.

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+ Details

Basis of Presentation - Cash Flows (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Net income	$ (86,431)	$ 10,963
Change in fair value of SPAC Warrants	110	(14,895)
Supplemental disclosure of non-cash investing and financing activities
Recognition of SPAC Warrants	$ 0	(25,985)
As Previously Reported
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Net income		22,392
Change in fair value of SPAC Warrants		(26,324)
Supplemental disclosure of non-cash investing and financing activities
Recognition of SPAC Warrants		(38,135)
Adjustments
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Net income		(11,429)
Change in fair value of SPAC Warrants		11,429
Supplemental disclosure of non-cash investing and financing activities
Recognition of SPAC Warrants		$ 12,150

- Definition

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

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+ Details

Leases (Tables)

3 Months Ended

Mar. 31, 2023

Leases [Abstract]

Schedule of Lease Cost

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


	Three months ended March 31,
		2023		2022
Operating lease cost		$	75,259	$	62,947
Short-term lease cost		632		2
Variable lease cost		1,501		643
Total operating lease cost		$	77,392	$	63,592

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


	Three months ended March 31,
		2023		2022
Cash payments for operating leases		$	68,215	$	49,765
New operating lease ROU assets obtained in exchange for operating lease liabilities		$	38,527	$	114,900

Warrants and Stockholders’ Deficit - Schedule of Shares of Common Stock Reserved for Future Issuance (Details) - shares	Mar. 31, 2023	Dec. 31, 2022
Class of Stock [Line Items]
Total common stock reserved for future issuance (in shares)	142,724,687	126,055,660
Warrants
Class of Stock [Line Items]
Total common stock reserved for future issuance (in shares)	14,499,946	14,499,946
Earnout Liability
Class of Stock [Line Items]
Total common stock reserved for future issuance (in shares)	14,500,000	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	2,475,000
2021 Equity Incentive Plan
Class of Stock [Line Items]
Total common stock reserved for future issuance (in shares)	18,024,844	8,887,778
2023 Inducement Equity Incentive Plan
Class of Stock [Line Items]
Total common stock reserved for future issuance (in shares)	1,517,889	0
Stock Options
Class of Stock [Line Items]
Total common stock reserved for future issuance (in shares)	43,215,089	36,679,007
Stock Options \| 2021 Equity Incentive Plan
Class of Stock [Line Items]
Total common stock reserved for future issuance (in shares)	1.74
Outstanding RSUs
Class of Stock [Line Items]
Total common stock reserved for future issuance (in shares)	9,912,746	11,691,813
Market Stock Units
Class of Stock [Line Items]
Total common stock reserved for future issuance (in shares)	12,059,978	12,059,978
ESPP
Class of Stock [Line Items]
Total common stock reserved for future issuance (in shares)	7,060,491	4,872,922
Exchangeable Shares
Class of Stock [Line Items]
Total common stock reserved for future issuance (in shares)	19,458,704	20,389,216

Business Combination (Tables)

3 Months Ended

Mar. 31, 2023

Business Combination and Asset Acquisition [Abstract]

Schedule of Business Combinations, PIPE and Delayed Draw Notes

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


Cash - PIPE Investment	$	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, not including payment of early termination fees	(24,680)
Net proceeds from Business Combination, PIPE, and Delayed Draw Notes	$	401,918

Leases - Lease Cost and Supplemental Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Lease, Cost [Abstract]
Operating lease cost	$ 75,259	$ 62,947
Short-term lease cost	632	2
Variable lease cost	1,501	643
Total operating lease cost	77,392	63,592
Cash payments for operating leases	68,215	49,765
New operating lease ROU assets obtained in exchange for operating lease liabilities	$ 38,527	$ 114,900

Fair Value Measurement and Financial Instruments - Schedule of Financial Liabilities Measured on Recurring Basis (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022	Mar. 31, 2022
Public Warrants
Other non-current liabilities:
Other non-current liabilities		$ 300
Private Placement Warrant
Other non-current liabilities:
Other non-current liabilities		600
Fair Value, Recurring
Other non-current liabilities:
Total financial liabilities measured and recorded at fair value	$ 1,934	3,322
Fair Value, Recurring \| Earn Out Liability
Other non-current liabilities:
Other non-current liabilities	919	2,417
Fair Value, Recurring \| SPAC Warrants
Other non-current liabilities:
Other non-current liabilities	1,015
Fair Value, Recurring \| Public Warrants
Other non-current liabilities:
Other non-current liabilities		630	$ 23,700
Fair Value, Recurring \| Private Placement Warrant
Other non-current liabilities:
Other non-current liabilities		275
Level 1 \| Fair Value, Recurring
Other non-current liabilities:
Total financial liabilities measured and recorded at fair value	1,015	630
Level 1 \| Fair Value, Recurring \| Earn Out Liability
Other non-current liabilities:
Other non-current liabilities	0	0
Level 1 \| Fair Value, Recurring \| SPAC Warrants
Other non-current liabilities:
Other non-current liabilities	1,015
Level 1 \| Fair Value, Recurring \| Public Warrants
Other non-current liabilities:
Other non-current liabilities		630
Level 1 \| Fair Value, Recurring \| Private Placement Warrant
Other non-current liabilities:
Other non-current liabilities		0
Level 3 \| Fair Value, Recurring
Other non-current liabilities:
Total financial liabilities measured and recorded at fair value	919	2,692
Level 3 \| Fair Value, Recurring \| Earn Out Liability
Other non-current liabilities:
Other non-current liabilities	919	2,417
Level 3 \| Fair Value, Recurring \| SPAC Warrants
Other non-current liabilities:
Other non-current liabilities	$ 0
Level 3 \| Fair Value, Recurring \| Public Warrants
Other non-current liabilities:
Other non-current liabilities		0
Level 3 \| Fair Value, Recurring \| Private Placement Warrant
Other non-current liabilities:
Other non-current liabilities		$ 275

Business Combination

3 Months Ended

Mar. 31, 2023

Business Combination and Asset Acquisition [Abstract]

Business Combination

Business CombinationOn 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:

•holders of existing shares of Common Stock of Legacy Sonder, par value $0.000001 per share (the “Legacy Sonder Common Stock”) 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. received Post-Combination Exchangeable Common Stock whose terms provided: (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, which period was subsequently extended for an additional five years to January 18, 2028; 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 condensed consolidated statement of stockholders’ deficit for the three months ended March 31, 2022 have been adjusted for the application of the recapitalization exchange ratio of 1.4686 per share. In addition, all options were adjusted for the option exchange ratio of 1.5444 shares for each share of Legacy Sonder Stock Options held.

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 was an increase in cash, as noted in the table below.

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

Pursuant to subscription agreements entered into in connection with the Merger Agreement and in connection with Amendment No. 1, certain investors agreed to subscribe for an aggregate of 31,216,785 shares of Class A Common Stock for an aggregate purchase price of $309.4 million (the “PIPE Investment”). Upon consummation of the Business Combination, the Company consummated the PIPE Investment.


Cash - PIPE Investment	$	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, not including payment of early termination fees	(24,680)
Net proceeds from Business Combination, PIPE, and Delayed Draw Notes	$	401,918

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 217,968	$ 246,624
Restricted cash	28,436	42,562
Accounts receivable, net of allowance of $1,346 and $972 at March 31, 2023 and December 31, 2022, respectively	6,990	5,613
Prepaid expenses	5,128	8,066
Other current assets	12,708	10,065
Total current assets	271,230	312,930
Property and equipment, net	35,432	34,926
Operating lease right-of-use ("ROU") assets	1,201,007	1,209,486
Other non-current assets	13,791	16,270
Total assets	1,521,460	1,573,612
Current liabilities:
Accounts payable	14,093	16,082
Accrued liabilities	18,230	20,131
Taxes payable	16,497	14,418
Deferred revenue	58,424	41,664
Current operating lease liabilities	172,422	158,346
Total current liabilities	279,666	250,641
Non-current operating lease liabilities	1,156,913	1,166,538
Long-term debt, net	179,665	172,950
Other non-current liabilities	2,043	3,430
Total liabilities	1,618,287	1,593,559
Commitments and contingencies (Note 10)
Stockholders’ deficit:
Common stock	21	21
Additional paid-in capital	959,789	947,601
Cumulative translation adjustment	10,348	12,985
Accumulated deficit	(1,066,985)	(980,554)
Total stockholders’ deficit	(96,827)	(19,947)
Total liabilities and stockholders’ deficit	$ 1,521,460	$ 1,573,612

Equity Incentive Plans and Stock-Based Compensation (Tables)

3 Months Ended

Mar. 31, 2023

Share-Based Payment Arrangement [Abstract]

Schedule of Stock-Based Compensation

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


	Three months ended March 31,
		2023		2022
Operations and support		$	3,142	$	930
General and administrative		7,152		4,929
Research and development		1,609		742
Sales and marketing		277		79
Total stock-based compensation expense		$	12,180	$	6,680

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

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


	Three months ended March 31,
		2023		2022
Expected term (in years)		6.21		4.09
Expected volatility		50.4%		54.7	%
Dividend yield		—	%	—	%
Risk-free interest rate		3.70% - 3.99%		1.79%
Weighted-average grant-date fair value per share		$0.48 - $0.68		$2.13

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Cash flows from operating activities:
Net (loss) income	$ (86,431)	$ 10,963
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Depreciation and amortization	7,048	5,630
Stock-based compensation	12,180	6,680
Amortization of operating lease ROU assets	45,627	37,646
(Gain) loss on foreign exchange	(2,311)	2,379
Capitalization of paid-in-kind interest on long-term debt	6,345	0
Amortization of debt issuance costs	2	8,750
Amortization of debt discounts	368	(3,007)
Change in fair value of share-settled redemption feature and gain on conversion of convertible notes	0	(29,512)
Change in fair value of SPAC Warrants	110	(14,895)
Change in fair value of Earn Out Liability	(1,498)	(73,177)	$ (30,322)
Other operating activities	622	682
Changes in:
Accounts receivable, net	(1,962)	3,233
Prepaid expenses	3,055	(9,408)
Other current and non-current assets	332	4,429
Accounts payable	(2,026)	(22,009)
Accrued liabilities	(2,060)	4,742
Taxes payable	2,020	2,963
Deferred revenue	16,703	15,253
Operating lease ROU assets and operating lease liabilities, net	(33,695)	(5,200)
Other current and non-current liabilities	79	3,165
Net cash used in operating activities	(35,492)	(50,693)
Cash flows from investing activities:
Purchase of property and equipment	(6,924)	(10,539)
Capitalization of internal-use software	(554)	(1,077)
Net cash used in investing activities	(7,478)	(11,616)
Cash flows from financing activities:
Proceeds from Delayed Draw Notes	0	159,225
Repayment of debt and payment of early termination fees	0	(27,745)
Proceeds from business combination and PIPE Investment	0	325,928
Common stock issuance costs	0	(58,555)
Proceeds from exercise of stock options	8	873
Net cash provided by financing activities	8	399,726
Effects of foreign exchange on cash	180	(327)
Net change in cash, cash equivalents, and restricted cash	(42,782)	337,090
Cash, cash equivalents, and restricted cash at beginning of period	289,186	69,941	69,941
Cash, cash equivalents, and restricted cash at end of period	246,404	407,031	289,186
Supplemental disclosure of cash flow information:
Cash paid for income taxes	0	381
Cash paid for interest	713	1,873
Supplemental disclosure of non-cash investing and financing activities
Accrued purchases of property and equipment	51	1,789
Conversion of Convertible Notes	0	159,172
Conversion of Legacy Sonder Warrants	0	1,243
Reclassification of liability-classified Legacy Sonder Warrants to equity	0	2,111
Recognition of Earn Out Liability	0	(98,117)	(98,117)
Recognition of SPAC Warrants	0	(25,985)
Issuance of Delayed Draw Warrants	0	5,598
Conversion of Exchangeable Stock	0	49,733
Conversion of Redeemable Convertible Preferred Stock	0	518,750
Reconciliation of cash, cash equivalents, and restricted cash:
Cash and cash equivalents	217,968	406,348	246,624
Restricted cash	28,436	683	42,562
Cash, cash equivalents, and restricted cash at end of period	$ 246,404	$ 407,031	$ 289,186

Fair Value Measurement and Financial Instruments

3 Months Ended

Mar. 31, 2023

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.

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 the consummation of the Business Combination and at March 31, 2023, 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. During the three months ended March 31, 2022, the Private Placement Warrants were transferred by the original holders and, in accordance with the contractual terms of the Private Placement Warrants, became Public Warrants upon transfer. As such, at March 31, 2023, the Company used the Public Warrants stock price to value all SPAC Warrants.

At March 31, 2023, the SPAC Warrants were valued at $0.07 per warrant.

Refer to Note 7, Warrants and Stockholders’ Deficit, for additional information about the SPAC Warrants.

Earn Out Liability

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 (the “Earn Out Liability”).

At March 31, 2023, 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 65.0%, expected term of 4.26 years to 4.29 years, risk-free interest rate of 3.7%, and dividend yield of 0%. The expected volatility at March 31, 2023 was derived from the volatility of comparable public companies.

Delayed Draw Warrants

The fair value of the Delayed Draw Warrants (as defined in Note 5, Debt) 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 condensed consolidated balance sheet.

Disclosures about Fair Value of Financial Instruments

At March 31, 2023, the Earn Out Liability and SPAC Warrants liability were included in other non-current liabilities in the condensed 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 March 31, 2023 (in thousands):


	Level 1		Level 3		Total
Earn Out Liability	$	—	$	919	$	919
SPAC Warrants	1,015		—		1,015
Total financial liabilities measured and recorded at fair value	$	1,015	$	919	$	1,934

At December 31, 2022, the Earn Out Liability and SPAC Warrants liability were included in other non-current liabilities in the condensed 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 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

The following table represents changes in the Company’s Level 3 liabilities measured at fair value for the three months ended March 31, 2023 (in thousands):


	Level 3
Beginning balance at January 1, 2023	$	2,692
Transfers out of Level 3	(275)
Change in fair value of Earn Out Liability	(1,498)

Total financial liabilities measured and recorded at fair value	$	919

The following table presents 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
Change in fair value of share-settled redemption feature upon conversion of Convertible Notes	(30,322)
Change in fair value of Earn Out Liability	(95,700)
Change 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

There were no transfers of financial instruments between valuation levels during the three months ended March 31, 2023 and the year ended December 31, 2022, other than the transfer of the Private Placement Warrants when they became Public Warrants, as discussed above.

Management estimates that the fair values of its cash equivalents, restricted cash, accounts receivable, prepaid expenses, other current assets, accounts payable, accrued liabilities, sales tax payable, deferred revenue, 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, net, on the condensed consolidated statements of operations and comprehensive loss.

- Definition

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

+ References + Details

Restructuring Activities (Details) - USD ($) $ in Thousands			3 Months Ended
Restructuring Activities (Details) - USD ($) $ in Thousands	Mar. 01, 2023	Jun. 09, 2022	Mar. 31, 2023	Mar. 31, 2022
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges			$ 2,130	$ 0
Restructuring and related cost, incurred cost		$ 4,000	$ 1,600
Employee Severance \| Corporate Employees
Restructuring Cost and Reserve [Line Items]
Percentage of expected number of positions eliminated	14.00%	21.00%
Employee Severance \| Frontline Employees
Restructuring Cost and Reserve [Line Items]
Percentage of expected number of positions eliminated		7.00%

Business Combination - Narrative (Details) $ / shares in Units, $ in Millions	Nov. 04, 2022	Jan. 18, 2022 USD ($) $ / shares shares	Jan. 17, 2022 $ / shares	Jan. 14, 2022
Business Acquisition [Line Items]
Exchange rate		1.4686
Extension of post-exchangeable shares period	5 years
New PIPE Investment Holders
Business Acquisition [Line Items]
Number of shares issued (in shares)		31,216,785
Aggregate purchase price \| $		$ 309.4
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
Common Stock \| Legacy Sonder
Business Acquisition [Line Items]
Common stock par value (in dollars per share) \| $ / shares			$ 0.000001
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
Special Voting Series AA Common Stock \| Legacy Sonder
Business Acquisition [Line Items]
Common stock par value (in dollars per share) \| $ / shares		$ 0.000001

Fair Value Measurement and Financial Instruments - Financial Liabilities Measured at Fair Value (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Recognition of Earn Out Liability	$ 0	$ 98,117	$ 98,117
Change in fair value of share-settled redemption feature upon conversion of Convertible Notes	(1,498)	(73,177)	(30,322)
Change in fair value		11,400
Level 3 \| Fair Value, Recurring
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	2,692	$ 33,610	33,610
Transfers out of Level 3	(275)
Ending balance	919		2,692
Private Placement Warrant \| Level 3 \| Fair Value, Recurring
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Recognition			14,465
Change in fair value			(14,190)
Share-Settled Redemption Feature \| Level 3 \| Fair Value, Recurring
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Change in fair value	$ (1,498)		(95,700)
Preferred Stock Warrant Liabilities \| Level 3 \| Fair Value, Recurring
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Conversion of preferred stock warrant liabilities to equity			$ (3,288)

Cover - shares	3 Months Ended
Cover - shares	Mar. 31, 2023	May 03, 2023
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2023
Document Transition Report	false
Entity File Number	001-39907
Entity Registrant Name	SONDER HOLDINGS INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-2097088
Entity Address, Address Line One	101 15th Street
Entity Address, City or Town	San Francisco
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94103
City Area Code	617
Local Phone Number	300-0956
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	false
Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		219,282,857
Entity Central Index Key	0001819395
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q1
Amendment Flag	false
Common Stock
Document 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
Document Information [Line Items]
Title of 12(b) Security	Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share
Trading Symbol	SONDW
Security Exchange Name	NASDAQ

Equity Incentive Plans and Stock-Based Compensation - Schedule of Stock-Based Compensation (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	$ 12,180	$ 6,680
Operations and support
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	3,142	930
General and administrative
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	7,152	4,929
Research and development
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	1,609	742
Sales and marketing
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	$ 277	$ 79

Commitments and Contingencies	3 Months Ended
Commitments and Contingencies	Mar. 31, 2023
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 March 31, 2023, the Company had commitments from five surety providers in the amount of $64.3 million, of which $37.8 million was outstanding. The availability, terms and conditions, and pricing of bonding capacity are dependent on, among other things, continued financial strength and stability of the insurance company affiliates providing the bonding capacity, general availability of such capacity, and the Company’s corporate credit rating. Legal and Regulatory Matters The Company has been and expects to continue to become involved in litigation or other legal proceedings from time to time, including the matter described below. Except as described below, the Company is not currently a party to any litigation or legal proceedings that, in the opinion of management, is likely to have a material adverse effect on the Company’s business. Regardless of outcome, litigation and other legal proceedings can have an adverse impact on the Company because of defense and settlement costs, diversion of management resources, possible restrictions on the business as a result of settlement or adverse outcomes, and other factors. In February 2020, the Company was informed about an investigation underway by the New York City Department of Health and Mental Hygiene relating to possible Legionella bacteria contamination in the water supply at 20 Broad Street, New York, NY (the “Broad Street Property”). Due to the failure of the owner of the Broad Street Property (the “Broad Street Landlord”) to address the Legionella bacteria contamination and the associated health risks posed to Sonder’s guests, the Company withheld payment of rent to the Broad Street Landlord on grounds of, among other reasons, constructive eviction. On July 30, 2020, the Broad Street Landlord sued Sonder USA Inc., Sonder Canada Inc., and Sonder Holdings Inc. for breach of the lease, seeking no less than $3.9 million in damages. The Company filed counterclaims against the Broad Street Landlord and the property management company for breach of contract, seeking significant damages. The Broad Street Landlord filed a motion for summary judgment. The hearing and oral argument for the summary judgment motion occurred on December 21, 2021. No ruling was issued by the judge. The motion for summary judgment is now under submission. The Company intends to vigorously defend itself and management believes that the claims of the Broad Street Landlord are without merit. The Company establishes an accrued liability for loss contingencies related to legal matters when a loss is both probable and reasonably estimable. These accruals represent management’s best estimate of probable losses. The Company recorded an estimated accrual of $6.8 million and $5.8 million in the condensed consolidated balance sheets as of March 31, 2023 and December 31, 2022, 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 $8.3 million and $7.9 million, respectively in the taxes payable line item of the condensed consolidated balance sheets as of March 31, 2023 and December 31, 2022, 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	3 Months Ended
Income Taxes	Mar. 31, 2023
Income Tax Disclosure [Abstract]
Income Taxes	Income TaxesProvision for income taxes for the three months ended March 31, 2023 and 2022 was $81.0 thousand and $31.0 thousand, respectively, and the effective tax rates were 0.09% and 0.28%, respectively. The difference between the Company’s effective tax rate and the U.S. statutory rate of 21.0% was primarily due to a full valuation allowance related to the Company’s net deferred tax assets.

- Definition

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

+ References

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

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

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

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

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

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

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

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

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

+ Details

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Accounts receivable, allowance for credit loss	$ 1,346	$ 972

Leases

3 Months Ended

Mar. 31, 2023

Leases [Abstract]

Leases

The Company leases buildings or portions of buildings for guest usage, warehouses to store furniture, and corporate offices under noncancellable operating lease agreements, which expire through 2044. The Company is required to pay property taxes, insurance, and maintenance costs for certain of these facilities.

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.

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 lease expense were as follows (in thousands):


	Three months ended March 31,
		2023		2022
Operating lease cost		$	75,259	$	62,947
Short-term lease cost		632		2
Variable lease cost		1,501		643
Total operating lease cost		$	77,392	$	63,592

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


	Three months ended March 31,
		2023		2022
Cash payments for operating leases		$	68,215	$	49,765
New operating lease ROU assets obtained in exchange for operating lease liabilities		$	38,527	$	114,900

Rental expense for operating leases for the three months ended March 31, 2023 and 2022 was $77.4 million and $65.1 million, respectively, of which $76.4 million and $63.6 million, respectively, is recognized in cost of revenues, $0.2 million and $0.7 million respectively, in operations and support, and $0.8 million and $0.8 million, respectively, in general and administrative.

Net (Loss) Income per Common Share

3 Months Ended

Mar. 31, 2023

Earnings Per Share [Abstract]

Net (Loss) Income per Common Share

The Company applies the two-class method when computing net (loss) income 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) income 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) income per share is computed by dividing the net (loss) income 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 tables set forth the computation of basic and diluted net (loss) income per share for the periods indicated (in thousands, except number of shares and per share information):


	Three months ended March 31,
		2023		2022
Basic net (loss) income per share
Numerator:
Net (loss) income		$	(86,431)	$	10,963
Less: Net income attributable to convertible and exchangeable preferred stockholders		—		1,406
Net (loss) income attributable to common stockholders		$	(86,431)	$	9,557
Denominator:
Weighted average basic common shares outstanding		219,105,342		176,326,658


Net (loss) income per common share:
Basic		$	(0.39)	$	0.05


Diluted net (loss) income per share
Numerator:
Net (loss) income		$	(86,431)	$	10,963
Interest expense on Convertible Notes(1)		—		2,727
Change in fair value of share-settled redemption feature and gain on conversion of Convertible Notes(1)		—		(29,512)
Change in fair value of SPAC Warrants(1)		—		(14,895)
Net loss attributable to common stockholders		$	(86,431)	$	(30,717)
Denominator:
Weighted average basic common shares outstanding		219,105,342		176,326,658
Add: Dilutive effect of outstanding stock awards		—		(4,499,600)
Weighted average diluted common shares outstanding		219,105,342		171,827,058
Net loss per common share:
Diluted		$	(0.39)	$	(0.18)

____________

(1) Adjustments applicable only to periods with net income.

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


	March 31,
	2023	2022
Options to purchase common stock	43,215,089	30,802,000
Common stock subject to repurchase or forfeiture	1,783,224	2,303,000
Outstanding RSUs	9,912,746	72,254
Outstanding MSUs	12,059,978	—

Exchangeable shares	19,458,704	32,335,354
Total common stock equivalents	86,429,741	65,512,608

Warrants and Stockholders’ Deficit - Schedule of Post-Combination Exchangeable Common Shares (Details) - Post-Combination Exchangeable Common Stock - USD ($) $ / shares in Units, $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Class of Stock [Line Items]
Shares authorized (in shares)	40,000,000	40,000,000
Shares Issued and Outstanding (in shares)	19,458,704	20,389,216
Issuance price per share (in dollars per share)	$ 1.54	$ 1.54
Net carrying value	$ 29,966	$ 31,399
Aggregate liquidation preference	$ 29,966	$ 31,399

Net (Loss) Income per Common Share - Schedule of Diluted Earnings per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Numerator
Net (loss) income	$ (86,431)	$ 10,963
Interest expense on Convertible Notes	0	2,727
Change in fair value of share-settled redemption feature and gain on conversion of Convertible Notes	0	(29,512)
Change in fair value of SPAC Warrants	0	(14,895)
Net loss attributable to common stockholders	$ (86,431)	$ (30,717)
Denominator:
Number of shares used in basic net loss per share computation (in shares)	219,105,342	176,326,658
Add: Dilutive effect of outstanding stock awards (in shares)	0	(4,499,600)
Weighted average diluted common shares outstanding (in shares)	219,105,342	171,827,058
Net loss per common share, diluted (in dollars per share)	$ (0.39)	$ (0.18)

Fair Value Measurement and Financial Instruments - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions		3 Months Ended
	Jan. 18, 2022	Mar. 31, 2023
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 share-price volatility		65.00%
Risk-free interest rate		3.70%
Dividend yield		0.00%
Earn Out Liability \| Minimum
Class of Warrant or Right [Line Items]
Expected term (in years)		4 years 3 months 3 days
Earn Out Liability \| Maximum
Class of Warrant or Right [Line Items]
Expected term (in years)		4 years 3 months 14 days
Public Warrants
Class of Warrant or Right [Line Items]
Exercise price (in dollars per share)	$ 11.50
Public Warrants \| Gores Metropoulos Sponsor II, LLC
Class of Warrant or Right [Line Items]
Number outstanding (in shares)	9,000,000
Private Placement Warrant
Class of Warrant or Right [Line Items]
Number outstanding (in shares)	5,500,000
Exercise price (in dollars per share)	$ 11.50	$ 0.07
Delayed Draw Warrants
Class of Warrant or Right [Line Items]
Share-settled redemption feature		$ 5.6

Business Combination - Schedule of Business Combination, PIPE and Delayed Draw Notes (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Business Acquisition [Line Items]
Cash - PIPE Financing and GMII trust and cash, net of redemptions	$ 0	$ 325,928
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	$ 0	159,225
Repayment of debt, not including payment of early termination fees		(24,680)
Net proceeds from 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

Basis of Presentation

3 Months Ended

Mar. 31, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Presentation

Nature of Operations

Sonder Holdings Inc., 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 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 13, Business Combination, for details of the transaction.

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 unaudited condensed consolidated financial statements contain all adjustments, including normal recurring adjustments, necessary to present fairly the Company’s financial position at March 31, 2023 and December 31, 2022 and its results of operations and comprehensive (loss) income, stockholders’ deficit, and cash flows for the three months ended March 31, 2023 and 2022. The Company’s condensed consolidated results of operations and comprehensive (loss) income, stockholders’ deficit, and cash flows for the three months ended March 31, 2023 are not necessarily indicative of the results to be expected for the full year.

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.

Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents. The Company manages the credit risk associated with cash and cash equivalents by investing in lower risk money market funds and by maintaining operating accounts that are diversified among various institutions with good credit quality. The Company maintains cash accounts that, at times, exceed federally insured limits. The Company has not experienced any losses from maintaining cash accounts in excess of such limits. Management believes that it is not exposed to any significant risks on its cash and cash equivalent accounts.

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 long-lived assets, 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 (both as defined below), among others. These estimates are based on information available as of the date of the condensed consolidated financial statements; therefore, actual results could differ from those estimates.

Reclassification

Certain amounts reported in previous condensed 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.

Restatement of Previously Reported Financial Statements

Subsequent to the issuance of the Company’s unaudited condensed consolidated financial statements for the three months ended March 31, 2022, the Company identified and corrected the following:

The Company recorded $12.2 million as an adjustment to correct the initial recorded fair value of $23.7 million for the Public Warrants (as defined below) upon consummation of the Business Combination. This correction was made as a $12.2 million increase to the originally recorded additional paid-in capital and a corresponding reduction to other income in the March 31, 2022 condensed consolidated statements of operations and comprehensive (loss) income. This adjustment, in addition to the adjustment in fair value from the date of the Business Combination to the end of the three months ended March 31, 2022, resulted in a net change in fair value of $11.4 million for the three months ended March 31, 2022.

Management considers such correction to be immaterial to the previously issued condensed consolidated financial statements.

The following table presents only those line items affected by the correction as discussed above (in thousands):


	As Previously Reported		Adjustments		As Corrected







Statement of Operations and Comprehensive Income
Change in fair value of SPAC Warrants	$	(26,324)	$	11,429	$	(14,895)
Total non-operating (income) expense, net	(118,187)		11,429		(106,758)
Income before income taxes	22,423		(11,429)		10,994
Net income	22,392		(11,429)		10,963
Less: Net income attributable to convertible and exchangeable preferred stockholders	2,872		(1,466)		1,406
Net income attributable to common stockholders	19,520		(9,963)		9,557
Comprehensive income	24,391		(11,429)		12,962
Basic net income per common share	$	0.11	$	(0.06)	$	0.05

Statement of Stockholders' Equity
Assumption of SPAC Warrants upon consummation of business combination	$	(38,135)	$	12,150	$	(25,985)
Net income	22,392		(11,429)		10,963
Additional Paid-in Capital	918,369		12,150		930,519
Accumulated Deficit	(792,420)		(11,429)		(803,849)
Total stockholders' equity at March 31, 2022	$	135,267	$	721	$	135,988

Statement of Cash Flows
Cash flows from operating activities
Net income	$	22,392	$	(11,429)	$	10,963
Change in fair value of SPAC Warrants	(26,324)		11,429		(14,895)
Supplemental disclosure of non-cash investing and financing activities
Recognition of SPAC Warrants	$	(38,135)	$	12,150	$	(25,985)

Debt - Schedule of Long-Term Debt, Net (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Debt Disclosure [Abstract]
Principal balance, including capitalized paid-in-kind interest	$ 189,597	$ 183,245
Less: Debt discount related to Delayed Draw Warrants, net of amortization	(4,761)	(4,945)
Less: unamortized deferred issuance costs	(5,171)	(5,350)
Long-term debt, net	$ 179,665	$ 172,950

- Definition

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

+ References + Details

Equity Incentive Plans and Stock-Based Compensation

3 Months Ended

Mar. 31, 2023

Share-Based Payment Arrangement [Abstract]

Equity Incentive Plans and Stock-Based Compensation

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. 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, beginning at the Repricing Date, was determined to be $8.4 million.

Stock-based Compensation Expense

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


	Three months ended March 31,
		2023		2022
Operations and support		$	3,142	$	930
General and administrative		7,152		4,929
Research and development		1,609		742
Sales and marketing		277		79
Total stock-based compensation expense		$	12,180	$	6,680

Stock Options: The Company measures stock-based compensation expense for stock options at the grant date fair value of the award and recognizes the expense on a straight-line basis over the requisite service period, which is generally the vesting period. The fair value of stock options is estimated using the Black-Scholes option-pricing model. During the three months ended March 31, 2023 and 2022, the Company recorded stock-based compensation expense from stock options of approximately $9.8 million and $4.5 million.

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

Fair Value of Stock Options: The fair value of each stock option award is estimated using the Black-Scholes option-pricing model, which uses the fair value of the Company’s common stock and requires the input of the following subjective assumptions:

Expected term. The expected term for options granted to employees, officers, and directors is based on the historical pattern of option exercise behavior and the period of time they are expected to be outstanding.

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

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

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

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


	Three months ended March 31,
		2023		2022
Expected term (in years)		6.21		4.09
Expected volatility		50.4%		54.7	%
Dividend yield		—	%	—	%
Risk-free interest rate		3.70% - 3.99%		1.79%
Weighted-average grant-date fair value per share		$0.48 - $0.68		$2.13

Performance and Market-Based Equity Awards:

The 2019 CEO Option Award. 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 2021, with a promissory note payable to the Company in the amount of $24.6 million. 2,041,197 of these options vest in 72 equal monthly installments starting on October 1, 2017 (the “Service-Based Options”), subject to Mr. Davidson’s continuous employment with the Company, and 3,572,093 options are performance-based and vest upon completion of certain performance milestones, subject to Mr. Davidson’s continuous employment with the Company. 2,551,495 of the performance-based options were modified during the year ended December 31, 2021 and, as a result, vested in full, while the remaining 1,020,598 performance-based awards vest upon the Company achieving a certain market capitalization milestone (the “Market Capitalization Condition”).

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 grant-date fair value of the 2021 CEO Option Award was estimated using the Monte Carlo simulation and was $3.0 million.

Modification of the 2019 CEO Option Award and the 2021 CEO Option Award. In December 2022, both the 2019 CEO Option Award and the 2021 CEO Option Award were amended to modify the vesting terms of the awards. The amendments represented modifications 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.

Stock Compensation related to the 2019 and 2021 CEO Option Awards. 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 is being recognized on a straight-line basis over the term of the award.

The Company recognized $0.5 million and $2.2 million in stock-based compensation expense related to the Market Capitalization Condition of the 2019 CEO Option Award and the 2021 CEO Option Award during the three months ended March 31, 2023 and 2022, respectively.

RSUs

The fair value of the Company’s RSUs is expensed ratably over the vesting period. The Company’s RSUs generally vest over four years, with a cliff equal to one-fourth of the award after the first year, and then quarterly thereafter over the remaining service period. For the three months ended March 31, 2023, the Company recorded stock-based compensation expense from RSUs of approximately $1.6 million. For the three months ended March 31, 2022, the Company did not record any stock-based compensation expense from RSUs.

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 three months ended March 31, 2023 and 2022, the Company did not grant any MSUs. During the three months ended March 31, 2023, the Company recognized approximately $0.2 million in stock-based compensation expense from MSUs. For the three months ended March 31, 2022, the Company did not record any stock-based compensation expense from MSUs.

Net (Loss) Income per Common Share - Schedule of Anti-Dilutive Securities (Details) - shares	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total common stock equivalents (in shares)	86,429,741	65,512,608
Options to purchase common stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total common stock equivalents (in shares)	43,215,089	30,802,000
Common stock subject to repurchase or forfeiture
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total common stock equivalents (in shares)	1,783,224	2,303,000
Outstanding RSUs
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total common stock equivalents (in shares)	9,912,746	72,254
Outstanding MSUs
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total common stock equivalents (in shares)	12,059,978	0
Exchangeable shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total common stock equivalents (in shares)	19,458,704	32,335,354

Warrants and Stockholders’ Deficit (Tables)

3 Months Ended

Mar. 31, 2023

Equity [Abstract]

Schedule of Post-Combination Exchangeable Shares

The Company had the following authorized and outstanding Post-Combination Exchangeable Common Stock at each of the dates indicated (in thousands except per share amounts):


	March 31, 2023		December 31, 2022
Shares Authorized	40,000,000		40,000,000
Shares Issued and Outstanding	19,458,704		20,389,216
Issuance Price Per Share	$	1.54	$	1.54
Net Carrying Value	$	29,966	$	31,399
Aggregate Liquidation Preference	$	29,966	$	31,399

Schedule of Shares of Common Stock Reserved for Future Issuance

The Company had reserved the following shares of common stock for future issuance as of the dates indicated:


	March 31, 2023	December 31, 2022
Post-Combination Exchangeable Common Shares	19,458,704	20,389,216
Outstanding stock options	43,215,089	36,679,007
Outstanding restricted stock units (“RSUs”)	9,912,746	11,691,813
Outstanding market stock units (“MSUs”)	12,059,978	12,059,978
Outstanding warrants liability	14,499,946	14,499,946
Shares issuable pursuant to Earn Out Liability	14,500,000	14,500,000
Outstanding Delayed Draw Note warrants liability	2,475,000	2,475,000
Shares available for grant under the Employee Stock Purchase Plan	7,060,491	4,872,922
Shares available for grant under the 2021 Equity Incentive Plan	18,024,844	8,887,778
Shares available for grant under the 2023 Inducement Equity Incentive Plan	1,517,889	—
Total common stock reserved for future issuance	142,724,687	126,055,660

Equity Incentive Plans and Stock-Based Compensation - Schedule of Fair Value Inputs for Options (Details) - Stock Options - $ / shares	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected volatility, minimum	50.40%
Expected share-price volatility		54.70%
Dividend yield	0.00%	0.00%
Risk-free interest rate, minimum	3.70%	1.79%
Risk-free interest rate, maximum	3.99%
Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term (in years)	6 years 2 months 15 days	4 years 1 month 2 days
Weighted-average grant-date fair value per share (in dollars per share)	$ 0.48	$ 2.13
Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted-average grant-date fair value per share (in dollars per share)	$ 0.68

Debt - Narrative (Details)		1 Months Ended			3 Months Ended		12 Months Ended
Debt - Narrative (Details)	Dec. 10, 2021 USD ($) $ / shares shares	Dec. 31, 2022 USD ($)	Jan. 31, 2022 USD ($) shares	Mar. 31, 2021 USD ($)	Mar. 31, 2023 USD ($)	Mar. 31, 2022 USD ($)	Dec. 31, 2020 CAD ($)	Feb. 29, 2020 USD ($)	Dec. 31, 2018 USD ($)
Debt Instrument [Line Items]
Proceeds from delayed draw notes					$ 0	$ 159,225,000
Gain on conversion					0	29,512,000
Repayment of debt						24,680,000
Restricted cash		$ 42,562,000			$ 28,436,000	$ 683,000
Delayed Draw Warrants
Debt Instrument [Line Items]
Number outstanding (in shares) \| shares	2,475,000		2,475,000
Exercise price (in dollars per share) \| $ / shares	$ 12.50
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		$ 165,000,000
Debt maturity			5 years		5 years
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%
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 \| Secured Debt
Debt Instrument [Line Items]
Aggregate principal amount									$ 50,000,000
Write down of accrued interest expense			200,000
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
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			$ 15,200,000
2020 Credit Facility \| Revolving Credit Facility
Debt Instrument [Line Items]
Maximum borrowing capacity								$ 50,000,000
2020 Québec Credit Facility \| Revolving Credit Facility
Debt Instrument [Line Items]
Debt maturity							10 years
Maximum borrowing capacity							$ 25,000,000
Interest rate payable annually							6.00%
Conditional-Refund Financial Contribution Facility \| Revolving Credit Facility
Debt Instrument [Line Items]
Debt maturity							10 years
Maximum borrowing capacity							$ 5,000,000
Interest rate payable annually							6.00%

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Income Statement [Abstract]
Revenue	$ 120,738,000	$ 80,466,000
Costs and operating expenses:
Cost of revenue (excluding depreciation and amortization)	92,033,000	73,896,000
Operations and support	56,157,000	48,267,000
General and administrative	32,745,000	36,981,000
Research and development	6,580,000	7,625,000
Sales and marketing	15,836,000	9,461,000
Restructuring and other charges	2,130,000	0
Total costs and operating expenses	205,481,000	176,230,000
Loss from operations	(84,743,000)	(95,764,000)
Interest expense, net	5,707,000	8,202,000
Change in fair value of SPAC Warrants	110,000	(14,895,000)
Change in fair value of Earn Out Liability	(1,498,000)	(73,177,000)
Change in fair value of share-settled redemption feature and gain on conversion of convertible notes	0	(29,512,000)
Other (income) expense, net	(2,712,000)	2,624,000
Total non-operating expense (income), net	1,607,000	(106,758,000)
(Loss) income before income taxes	(86,350,000)	10,994,000
Provision for income taxes	81,000	31,000
Net (loss) income	(86,431,000)	10,963,000
Less: Net income attributable to convertible and exchangeable preferred stockholders	0	1,406,000
Net (loss) income attributable to common stockholders	$ (86,431,000)	$ 9,557,000
Basic net (loss) income per common share (in dollars per share)	$ (0.39)	$ 0.05
Diluted net loss per common share (in dollars per share)	$ (0.39)	$ (0.18)
Other comprehensive (loss) income:
Net (loss) income	$ (86,431,000)	$ 10,963,000
Change in foreign currency translation adjustment	(2,637,000)	1,999,000
Comprehensive (loss) income	$ (89,068,000)	$ 12,962,000

Income Taxes - Narrative (Details) - USD ($)	3 Months Ended
Income Taxes - Narrative (Details) - USD ($)	Mar. 31, 2023	Mar. 31, 2022
Income Tax Disclosure [Abstract]
Provision for income taxes	$ 81,000	$ 31,000
Effective tax rate	0.09%	(0.28%)

- Definition

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

+ References + Details

Fair Value Measurement and Financial Instruments (Tables)

3 Months Ended

Mar. 31, 2023

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 March 31, 2023 (in thousands):


	Level 1		Level 3		Total
Earn Out Liability	$	—	$	919	$	919
SPAC Warrants	1,015		—		1,015
Total financial liabilities measured and recorded at fair value	$	1,015	$	919	$	1,934


	Level 1		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

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 three months ended March 31, 2023 (in thousands):


	Level 3
Beginning balance at January 1, 2023	$	2,692
Transfers out of Level 3	(275)
Change in fair value of Earn Out Liability	(1,498)

Total financial liabilities measured and recorded at fair value	$	919

The following table presents 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
Change in fair value of share-settled redemption feature upon conversion of Convertible Notes	(30,322)
Change in fair value of Earn Out Liability	(95,700)
Change 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

Net (Loss) Income per Common Share - Schedule of Basic Earnings per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Numerator
Net (loss) income	$ (86,431)	$ 10,963
Less: Net income attributable to convertible and exchangeable preferred stockholders	0	1,406
Net (loss) income attributable to common stockholders	$ (86,431)	$ 9,557
Denominator
Weighted average basic common shares outstanding (in shares)	219,105,342	176,326,658
Net (loss) income per common share, basic (in dollars per share)	$ (0.39)	$ 0.05

- Definition

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

+ References

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

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+ Details

Debt

3 Months Ended

Mar. 31, 2023

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 Note Purchase Agreement also provided for the issuance of warrants to purchase an aggregate of 2,475,000 shares of the Company’s common stock with an exercise price of $12.50 per share (the “Delayed Draw Warrants”).

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. 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%. For the first two years, the Company may elect and has elected payment in kind interest, quarterly in arrears. The Delayed Draw Notes are secured by substantially all of the assets of the Company. The Delayed Draw Warrants expire five years after issuance.

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


	March 31, 2023		December 31, 2022
Principal balance, including capitalized paid-in-kind interest	$	189,597	$	183,245
Less: Debt discount related to Delayed Draw Warrants, net of amortization	(4,761)		(4,945)
Less: unamortized deferred issuance costs	(5,171)		(5,350)
Long-term debt, net	$	179,665	$	172,950

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. 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 (“SVB”) (now, a division of First Citizens 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.

In April 2023, the Company amended the 2022 Loan and Security Agreement. Among other things, the amendment reduces the required cash holdings account balances in the Company’s operating accounts, securities accounts and depository accounts at or through SVB or its affiliates, amends the minimum consolidated adjusted EBITDA financial covenant in the 2022 Loan and Security Agreement, and provides additional flexibility to the Company under certain of the negative covenants in the agreement.

Furthermore, the Company provided cash collateral for all outstanding letters of credit with SVB subsequent to March 31, 2023. As such, the Company is in compliance with all financial covenants related to the 2022 Loan and Security Agreement, as amended, as of the date the condensed consolidated financial statements were issued. Additionally, as of the same dates, there were no borrowings outstanding on the 2022 Loan and Security Agreement. Outstanding letters of credit at March 31, 2023 and December 31, 2022 under the 2022 Loan and Security Agreement totaled $15.2 million and $10.1 million, respectively.

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. In December 2022, the 2020 Credit Facility was terminated in conjunction with the Company obtaining the 2022 Loan and Security Agreement.

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 March 31, 2023 and December 31, 2022, 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 2023 and 2022, the Company entered into multiple cash collateral agreements in connection with the issuance of letters of credit and corporate credit card programs. At March 31, 2023 and December 31, 2022, the Company had $28.4 million and $42.6 million, respectively, of cash collateral which is reported as restricted cash on the condensed consolidated balance sheets.

- Definition

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

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+ Details

Restructuring Activities	3 Months Ended
Restructuring Activities	Mar. 31, 2023
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. As part of this restructuring, the Company incurred $4.0 million in one-time restructuring costs, all of which had been paid out as of March 31, 2023. On March 1, 2023, the Company announced a restructuring affecting approximately 14.0% of the corporate workforce. The restructuring was substantially complete by the end of the first quarter of 2023. As part of this restructuring, the Company incurred $2.1 million in one-time restructuring costs in the three months ended March 31, 2023, $1.6 million of which was paid out in the three months ended March 31, 2023. Restructuring costs are included in restructuring and other charges in the condensed consolidated statement of operations and comprehensive (loss) income.

Warrants and Stockholders’ Deficit

3 Months Ended

Mar. 31, 2023

Equity [Abstract]

Warrants and Stockholders’ Deficit

The condensed consolidated statements of 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

Upon consummation of the Business Combination, (i) the Company’s 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 Company’s 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 condensed consolidated balance sheet.

Common Stock Warrants

Delayed Draw Warrants: The Delayed Draw Warrants are accounted for as equity-classified warrants in accordance with ASC 815-40. Upon 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 condensed consolidated balance sheets. The purchasers of the Delayed Draw Notes were also provided with customary registration rights for the shares issuable upon exercise of the Delayed Draw Warrants.

SPAC Warrants: The Public Warrants remained outstanding upon consummation of the Business Combination and became exercisable for whole shares of common stock. The Public Warrants will expire on January 18, 2027, or earlier upon redemption or liquidation. The Private Placement Warrants had terms and provisions that were identical to those of the Public Warrants, except that the Private Placement Warrants could be physical (cash) or net share (cashless) settled and were not redeemable, so long as they were held by Gores Metropoulos Sponsor II, LLC (the “Sponsor”) or its permitted transferees, and are entitled to certain registration rights. As discussed in Note 4, Fair Value Measurement and Financial Instruments, during the three months ended March 31, 2022, the Private Placement Warrants were transferred by the warrant holders in accordance with the terms of the Private Placement Warrant agreement and became Public Warrants.

The SPAC 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 and the Private Placement Warrants at December 31, 2022 was a liability of $0.3 million and $0.6 million, respectively, and was recorded in other non-current liabilities in the condensed consolidated balance sheets. At March 31, 2023, the fair value of the SPAC Warrants was $1.0 million and was recorded in other non-current liabilities in the condensed consolidated balance sheets. The change in fair value of $0.1 million for the three months ended March 31, 2023 is reflected as non-operating income in the condensed consolidated statements of operations and comprehensive (loss) income.

Exchangeable Stock

Upon consummation of the Business Combination on January 18, 2022, each share of Sonder Canada Inc. (“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. On that date, all the Legacy Sonder Canada Exchangeable Shares were automatically converted into 32,296,539 Post-Combination Exchangeable Shares for a value of $49.7 million.

The Company had the following authorized and outstanding Post-Combination Exchangeable Common Stock at each of the dates indicated (in thousands except per share amounts):


	March 31, 2023		December 31, 2022
Shares Authorized	40,000,000		40,000,000
Shares Issued and Outstanding	19,458,704		20,389,216
Issuance Price Per Share	$	1.54	$	1.54
Net Carrying Value	$	29,966	$	31,399
Aggregate Liquidation Preference	$	29,966	$	31,399

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

Redeemable Convertible Preferred Stock

Upon consummation of the Business Combination, all the Company’s 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”).

The Company had reserved the following shares of common stock for future issuance as of the dates indicated:


	March 31, 2023	December 31, 2022
Post-Combination Exchangeable Common Shares	19,458,704	20,389,216
Outstanding stock options	43,215,089	36,679,007
Outstanding restricted stock units (“RSUs”)	9,912,746	11,691,813
Outstanding market stock units (“MSUs”)	12,059,978	12,059,978
Outstanding warrants liability	14,499,946	14,499,946
Shares issuable pursuant to Earn Out Liability	14,500,000	14,500,000
Outstanding Delayed Draw Note warrants liability	2,475,000	2,475,000
Shares available for grant under the Employee Stock Purchase Plan	7,060,491	4,872,922
Shares available for grant under the 2021 Equity Incentive Plan	18,024,844	8,887,778
Shares available for grant under the 2023 Inducement Equity Incentive Plan	1,517,889	—
Total common stock reserved for future issuance	142,724,687	126,055,660

- 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.

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+ Details

Basis of Presentation - Statement of Stockholders' Equity (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Dec. 31, 2021
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Assumption of SPAC Warrants upon consummation of business combination		$ (25,985)
Net income	$ (86,431)	10,963
Additional paid-in capital	959,789	930,519	$ 947,601
Accumulated deficit	(1,066,985)	(803,849)	(980,554)
Total stockholders' equity	$ (96,827)	135,988	$ (19,947)	$ (764,406)
As Previously Reported
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Assumption of SPAC Warrants upon consummation of business combination		(38,135)
Net income		22,392
Additional paid-in capital		918,369
Accumulated deficit		(792,420)
Total stockholders' equity		135,267		$ (764,406)
Adjustments
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Assumption of SPAC Warrants upon consummation of business combination		12,150
Net income		(11,429)
Additional paid-in capital		12,150
Accumulated deficit		(11,429)
Total stockholders' equity		$ 721

- Definition

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

+ References

+ Details

- Definition

Total of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which are attributable to the parent. The amount of the economic entity's stockholders' equity attributable to the parent excludes the amount of stockholders' equity which is allocable to that ownership interest in subsidiary equity which is not attributable to the parent (noncontrolling interest, minority interest). This excludes temporary equity and is sometimes called permanent equity.

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+ Details

Recently Issued Accounting Standards	3 Months Ended
Recently Issued Accounting Standards	Mar. 31, 2023
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 June 2016, the Financial Accounting Standards Board (“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 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, the 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 adopted this guidance on January 1, 2023 using the modified retrospective basis. The adoption did not have a material impact on the Company’s condensed consolidated financial statements. Recently Issued Accounting Standards Not Yet Adopted The Company has not identified any recent accounting pronouncements not yet adopted that are expected to have a material impact on the Company’s financial position, results of operations, or cash flows.

- Definition

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

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+ Details

Basis of Presentation - Statement of Operations and Comprehensive Income (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Change in fair value of SPAC Warrants	$ 110	$ (14,895)
Total non-operating (income) expense, net	1,607	(106,758)
Income before income taxes	(86,350)	10,994
Net income	(86,431)	10,963
Less: Net income attributable to convertible and exchangeable preferred stockholders	0	1,406
Net income attributable to common stockholders	$ (86,431)	9,557
Comprehensive income		$ 12,962
Basic net income per common share (in dollars per share)	$ (0.39)	$ 0.05
As Previously Reported
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Change in fair value of SPAC Warrants		$ (26,324)
Total non-operating (income) expense, net		(118,187)
Income before income taxes		22,423
Net income		22,392
Less: Net income attributable to convertible and exchangeable preferred stockholders		2,872
Net income attributable to common stockholders		19,520
Comprehensive income		$ 24,391
Basic net income per common share (in dollars per share)		$ 0.11
Adjustments
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Change in fair value of SPAC Warrants		$ 11,429
Total non-operating (income) expense, net		11,429
Income before income taxes		(11,429)
Net income		(11,429)
Less: Net income attributable to convertible and exchangeable preferred stockholders		(1,466)
Net income attributable to common stockholders		(9,963)
Comprehensive income		$ (11,429)
Basic net income per common share (in dollars per share)		$ (0.06)

Basis of Presentation (Policies)	3 Months Ended
Basis of Presentation (Policies)	Mar. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Basis of Financial Statement Presentation and Principles of Consolidation	Basis of Financial Statement Presentation and Principles of 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 unaudited condensed consolidated financial statements contain all adjustments, including normal recurring adjustments, necessary to present fairly the Company’s financial position at March 31, 2023 and December 31, 2022 and its results of operations and comprehensive (loss) income, stockholders’ deficit, and cash flows for the three months ended March 31, 2023 and 2022. The Company’s condensed consolidated results of operations and comprehensive (loss) income, stockholders’ deficit, and cash flows for the three months ended March 31, 2023 are not necessarily indicative of the results to be expected for the full year. 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	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 long-lived assets, 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 (both as defined below), among others. These estimates are based on information available as of the date of the condensed consolidated financial statements; therefore, actual results could differ from those estimates.
Credit Risk	Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents. The Company manages the credit risk associated with cash and cash equivalents by investing in lower risk money market funds and by maintaining operating accounts that are diversified among various institutions with good credit quality. The Company maintains cash accounts that, at times, exceed federally insured limits. The Company has not experienced any losses from maintaining cash accounts in excess of such limits. Management believes that it is not exposed to any significant risks on its cash and cash equivalent accounts.
Reclassification	Reclassification Certain amounts reported in previous condensed 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 Adopted Accounting Standards and Recently Issued Accounting Standards Not Yet Adopted	Recently Adopted Accounting Standards In June 2016, the Financial Accounting Standards Board (“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 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, the 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 adopted this guidance on January 1, 2023 using the modified retrospective basis. The adoption did not have a material impact on the Company’s condensed consolidated financial statements. Recently Issued Accounting Standards Not Yet Adopted The Company has not identified any recent accounting pronouncements not yet adopted that are expected to have a material impact on the Company’s financial position, results of operations, or cash flows.

Revenue

3 Months Ended

Mar. 31, 2023

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 online travel agencies (“OTAs”).

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


	Three months ended March 31,
		2023		2022
Direct revenue		$	58,339	$	31,934
Indirect revenue		62,399		48,532
Total revenue		$	120,738	$	80,466

No individual guest represented over 10.0% of revenues for the three months ended March 31, 2023 and 2022.

Three third-party corporate customers and OTAs represented 18.4%, 16.5%, and 13.1%, respectively, of the net accounts receivable balance at March 31, 2023, and four third-party corporate customers and OTAs represented 23.8%, 18.3%, 17.0%, and 11.8%, respectively, of the net accounts receivable balance as of December 31, 2022

- 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.

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+ Details

Commitments and Contingencies (Details) $ in Thousands		3 Months Ended
Commitments and Contingencies (Details) $ in Thousands	Jul. 30, 2020 USD ($)	Mar. 31, 2023 USD ($) surety_provider	Dec. 31, 2022 USD ($)
Loss Contingencies [Line Items]
Number of surety providers \| surety_provider		5
Amount outstanding		$ 179,665	$ 172,950
Loss contingency, estimated accrual liability, related to tax matters		8,300	7,900
Surety Bond
Loss Contingencies [Line Items]
Aggregate principal amount		64,300
Amount outstanding		37,800
Broad Street Investigation
Loss Contingencies [Line Items]
Damages sought by other parties	$ 3,900
Estimated accrual for potential losses		$ 6,800	$ 5,800

- Definition

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

+ References + Details

Equity Incentive Plans and Stock-Based Compensation - Narrative (Details) - USD ($) $ in Thousands			3 Months Ended		12 Months Ended
	Feb. 18, 2021	Nov. 15, 2019	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2021	Dec. 31, 2022	Jan. 18, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total common stock reserved for future issuance (in shares)			142,724,687			126,055,660
Total stock-based compensation expense			$ 12,180	$ 6,680
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)			18,024,844			8,887,778
Chief Executive Officer
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares granted and available for purchase (in shares)	3,061,794	5,613,290
Chief Executive Officer \| Promissory Note
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Amounts due from related party		$ 24,600
Stock Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total common stock reserved for future issuance (in shares)			43,215,089			36,679,007
Total incremental expense to be recognized over the remaining requisite service period			$ 8,400
Total stock-based compensation expense			$ 9,800	4,500
Stock Options \| Sonder Holdings Inc. 2021 Equity Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized for issuance (in shares)							20,292,621
Total common stock reserved for future issuance (in shares)			1.74
Service-Based 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)		2,041,197
Vesting period		72 months
Grant date fair value of options		$ 3,200	$ 3,000
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			2,551,495
CEO Performance Awards \| Chief Executive Officer \| Vesting Tranche Three
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares granted and available for purchase (in shares)		1,020,598
Market Capitalization Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense			$ 500	$ 2,200
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
Outstanding RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total common stock reserved for future issuance (in shares)			9,912,746			11,691,813
Total stock-based compensation expense			$ 1,600
Vesting period			4 years
Outstanding RSUs \| Vesting Tranche One
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentages			25.00%
Outstanding RSUs \| Vesting Tranche Two
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentages			25.00%
Outstanding RSUs \| Vesting Tranche Three
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentages			25.00%
Outstanding RSUs \| Vesting Tranche Four
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentages			25.00%
Market Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total common stock reserved for future issuance (in shares)			12,059,978			12,059,978
Total stock-based compensation expense			$ 200
Contractual term			5 years
Share-based compensation arrangement by share-based payment award, award requisite service period			4 years
Shares granted (in shares)			0	0
Market Stock Units \| Vesting Tranche One
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentages			16.66%
Market Stock Units \| Vesting Tranche Two
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentages			16.66%
Market Stock Units \| Vesting Tranche Three
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentages			16.66%
Market Stock Units \| Vesting Tranche Four
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentages			16.66%
Market Stock Units \| Vesting Tranche Five
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentages			16.66%
Market Stock Units \| Vesting Tranche Six
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentages			16.66%

Related Party Transactions	3 Months Ended
Related Party Transactions	Mar. 31, 2023
Related Party Transactions [Abstract]
Related Party Transactions	Related Party TransactionsThe Company did not have any material related party transactions in the three months ended March 31, 2023. For a discussion of related party transactions that occurred in the year ended December 31, 2022, refer to the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.

Revenue - Narrative (Details) - Accounts Receivable - Customer Concentration Risk	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
First Travel Agency
Product Information [Line Items]
Percentage of total revenues	18.40%	23.80%
Second Travel Agency
Product Information [Line Items]
Percentage of total revenues	16.50%	18.30%
Third Travel Agency
Product Information [Line Items]
Percentage of total revenues	13.10%	17.00%
Fourth Travel Agency
Product Information [Line Items]
Percentage of total revenues		11.80%

Debt (Tables)

3 Months Ended

Mar. 31, 2023

Debt Disclosure [Abstract]

Schedule of Long-term Debt, Net

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


	March 31, 2023		December 31, 2022
Principal balance, including capitalized paid-in-kind interest	$	189,597	$	183,245
Less: Debt discount related to Delayed Draw Warrants, net of amortization	(4,761)		(4,945)
Less: unamortized deferred issuance costs	(5,171)		(5,350)
Long-term debt, net	$	179,665	$	172,950

- Definition

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

+ References

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+ Details

Leases - Narrative (Details) - USD ($) $ in Millions	3 Months Ended
Leases - Narrative (Details) - USD ($) $ in Millions	Mar. 31, 2023	Mar. 31, 2022
Operating Leased Assets [Line Items]
Rent expense for operating leases	$ 77.4	$ 65.1
Cost of Revenue
Operating Leased Assets [Line Items]
Rent expense for operating leases	76.4	63.6
Operations and Support
Operating Leased Assets [Line Items]
Rent expense for operating leases	0.2	0.7
General and Administrative
Operating Leased Assets [Line Items]
Rent expense for operating leases	$ 0.8	$ 0.8