0001819395-24-000075 | 10-K | XBRL Viewer

Net Loss per Common Share

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


	December 31,
	2023		2022
Furniture and fixtures	$	80,029	$	72,483
Computers and software	12,026		11,013
Internal-use software	15,988		14,185
Office equipment and other	716		722
Leasehold improvements	5,054		1,995
Construction-in-progress (1)	777		1,435
Property and equipment	114,590		101,833
Less: accumulated depreciation	(91,815)		(69,227)
Property and equipment, net	$	22,775	$	32,606

(1) Primarily includes costs for internal-use software.

Depreciation and amortization expense for the years ended December 31, 2023, 2022, and 2021 was $22.1 million, $23.9 million, and $17.7 million, respectively.

For the years ended December 31, 2023 and 2022, the Company recognized $0.7 million and $3.0 million of impairment on various property and equipment which was recorded in impairment losses on the Company's consolidated statements of operations and comprehensive loss. There was no impairment recognized in 2021.

For the years ended December 31, 2023, 2022, and 2021, the Company disposed of $1.3 million, $2.6 million, and $2.5 million in property and equipment and likewise wrote off previously recognized accumulated depreciation of $0.3 million, $2.1 million, and $1.7 million, respectively.

For the year ended December 31, 2023, the Company recognized an immaterial loss on disposal. For the years ended December 31, 2022 and 2021, the Company recognized $0.3 million, and $0.7 million of loss on disposal. Loss on disposal was recorded in operations and support on the Company's consolidated statements of operations and comprehensive loss.

Net Loss per Common Share

12 Months Ended

Dec. 31, 2023

Earnings Per Share [Abstract]

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

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

The following tables set forth the computation of basic and diluted net loss per share (in thousands, except share data):


	Year ended December 31,
	2023		2022		2021
Numerator:
Net loss	$	(295,668)	$	(245,031)	$	(293,955)


Denominator:


Weighted average basic and diluted common shares outstanding (1)	10,933,126		10,301,880		588,296
Net loss per common share:
Basic and diluted net loss per share	$	(27.04)	$	(23.79)	$	(499.67)

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


	Year ended December 31,
	2023	2022	2021
Options to purchase common stock	2,685,923	1,833,950	1,533,994
Common stock subject to repurchase or forfeiture	75,901	95,662	121,645
Outstanding RSUs	359,175	584,591	—
Outstanding MSUs	567,500	602,999	—
Redeemable convertible preferred stock(1)	—	—	5,563,571
Exchangeable shares	712,982	1,019,461	1,614,827
Total common stock equivalents	4,401,481	4,136,663	8,834,037

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

Business Combination - Narrative (Details) $ / shares in Units, $ in Millions	Jan. 18, 2022 USD ($) $ / shares shares	Sep. 20, 2023 $ / shares	Jan. 17, 2022 $ / shares
Business Acquisition [Line Items]
Common stock par value (in dollars per share) \| $ / shares		$ 0.0001
Exchange rate	1.4686
New PIPE Investment Holders
Business Acquisition [Line Items]
Number of shares issued (in shares)	1,610,839
Aggregate purchase price \| $	$ 309.4
Common Stock
Business Acquisition [Line Items]
Aggregate number of contingently issuable shares (in shares)	725,000
Common Stock \| Legacy Sonder Common Stockholders
Business Acquisition [Line Items]
Number of shares issued in transaction (in shares)	7,027,202
Common Stock \| Legacy Sonder Stock Option Holders
Business Acquisition [Line Items]
Number of shares issued in transaction (in shares)	1,526,777
Exchange rate	1.5444
Special Voting Series AA Common Stock
Business Acquisition [Line Items]
Common stock par value (in dollars per share) \| $ / shares	$ 0.0001
Special Voting Series AA Common Stock \| Legacy Sonder Special Voting Common Stockholders
Business Acquisition [Line Items]
Number of shares issued in transaction (in shares)	1,616,767
Exchange rate	1.4686
Legacy Sonder \| Common Stock
Business Acquisition [Line Items]
Common stock par value (in dollars per share) \| $ / shares			$ 0.000001
Legacy Sonder \| Special Voting Series AA Common Stock
Business Acquisition [Line Items]
Common stock par value (in dollars per share) \| $ / shares	$ 0.000001

CONSOLIDATED STATEMENTS OF MEZZANINE EQUITY AND STOCKHOLDERS’ DEFICIT (Parenthetical)	Sep. 20, 2023
Statement of Stockholders' Equity [Abstract]
Conversion ratio	0.05

Leases

12 Months Ended

Dec. 31, 2023

Leases [Abstract]

Leases

The Company leases buildings or portions of buildings for guest usage and warehouses to store furniture under noncancellable operating lease agreements which expire through 2045. 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 and comprehensive loss.

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 are as follows (in thousands):


	Year ended December 31, 2023		Year Ended December 31, 2022 (As Restated)
Operating lease cost	$	317,495	$	265,656
Short-term lease cost	889		3,142
Variable lease cost	5,248		5,655
Total operating lease cost	$	323,632	$	274,453

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


	Year ended December 31, 2023		Year Ended December 31, 2022 (As Restated)
Cash payments for operating leases	$	285,080	$	217,510
New operating lease ROU assets obtained in exchange for operating lease liabilities	$	205,285	$	312,478
Early lease terminations gain(1)	$	10,145	$	—

(1) In 2023, as part of the Portfolio Optimization Program, the Company began a detailed review of all properties. As many properties were previously impaired in 2022, certain leased properties modified in 2023 led to early terminations, resulting in a gain.

At December 31, 2023 and 2022, the weighted-average remaining lease term was 7.3 years and 7.5 years, respectively, and the weighted-average discount rate used to determine the net present value of the lease liabilities was 9.6% and 9.5%, respectively.

At December 31, 2023, remaining maturities for operating lease liabilities are as follows (in thousands):


For the year ended December 31,
2024	$	288,864
2025	265,974
2026	255,220
2027	226,976
2028	197,742
Thereafter	593,088
Gross lease payments	1,827,864
Less: imputed interest	238,920
Total operating lease liabilities, net	$	1,588,944

In addition to the operating lease liabilities noted above, at December 31, 2023, the Company entered into leases that have not yet commenced with future lease payments totaling $0.8 billion, excluding purchase options, that are not yet recorded on the consolidated balance sheets. For 2023, these leases will commence between 2024 and 2026 with non-cancelable lease terms of five to 20 years.

During the year ended December 31, 2023, the Company identified an impairment of its operating lease ROU asset and recorded a non-cash impairment charge in the amount of $58.5 million and $79.1 million for the years ended December 31, 2023 and 2022, respectively. The impairment charge relates to certain underperforming properties and is included within impairment losses in the consolidated statements of operations and comprehensive loss.

Debt - Narrative (Details)			1 Months Ended				3 Months Ended			6 Months Ended	9 Months Ended	12 Months Ended
Debt - Narrative (Details)	Jul. 25, 2023 USD ($)	Dec. 10, 2021 USD ($) $ / shares shares	Nov. 30, 2023 USD ($)	Dec. 31, 2022 USD ($)	Jan. 31, 2022 USD ($) shares	Dec. 31, 2020 CAD ($)	Sep. 30, 2022 USD ($)	Jun. 30, 2022 USD ($)	Mar. 31, 2022 USD ($)	Jun. 30, 2022 USD ($)	Sep. 30, 2022 USD ($)	Aug. 13, 2025	Dec. 31, 2023 USD ($) quarterly_payment	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Aug. 13, 2024 USD ($)	Jul. 12, 2024 USD ($)	Jun. 10, 2024 USD ($) $ / shares shares	Oct. 31, 2023 USD ($)	Sep. 30, 2023 USD ($)	Sep. 20, 2023 $ / shares	Jun. 30, 2023 USD ($)	Mar. 31, 2023 USD ($)	Feb. 29, 2020 USD ($)	Dec. 31, 2018 USD ($)
Debt Instrument [Line Items]
Proceeds from delayed draw notes									$ 159,225,000	$ 159,225,000	$ 159,225,000		$ 0	$ 159,225,000	$ 0
Exercise price (in dollars per share) \| $ / shares																					$ 230.00
Current portion of long-term debt				$ 0									168,710,000	0
Gain on conversion							$ 0	$ 0	29,512,000	29,512,000	29,512,000		0	29,512,000	0
Issuance of common stock upon exercise of common stock warrants															120,000
Repayment of debt														24,680,000
Restricted cash				42,562,000			$ 1,131,000	$ 1,244,000	$ 683,000	$ 1,244,000	$ 1,131,000		$ 40,734,000	42,562,000	$ 215,000					$ 41,188,000		$ 42,069,000	$ 28,436,000
Share-Settled Redemption Feature
Debt Instrument [Line Items]
Gain on conversion					$ 29,500,000
Issuance of common stock upon exercise of common stock warrants					159,200,000
Write-off of share-based settlement feature					30,300,000
Write-off of debt discount					10,000,000.0
Write down of accrued interest expense					$ 1,400,000
EFA
Debt Instrument [Line Items]
Proceeds from delayed draw notes	$ 3,000,000.0
Quarterly payments \| quarterly_payment													12
Interest rate payable annually													12.80%
Current portion of long-term debt													$ 1,000,000.0
Delayed Draw Warrants
Debt Instrument [Line Items]
Number outstanding (in shares) \| shares		123,750			123,750
Exercise price (in dollars per share) \| $ / shares		$ 250.00
Delayed Draw Warrants \| Subsequent Event
Debt Instrument [Line Items]
Number outstanding (in shares) \| shares																		475,264
Exercise price (in dollars per share) \| $ / shares																		$ 0.01
Delayed Draw Notes
Debt Instrument [Line Items]
Proceeds from delayed draw notes		$ 165,000,000.0			$ 165,000,000.0
Debt term					5 years
Effective interest rate													17.40%
Initial term of debt attributable to payment in kind					2 years
Repayments			$ 30,000,000.0
Early termination fees			4,300,000
Current portion of long-term debt													$ 167,700,000
Delayed Draw Notes \| Subsequent Event
Debt Instrument [Line Items]
Aggregate principal amount																$ 4,000,000	$ 6,000,000	$ 10,000,000
Cure period												30 days
Delayed Draw Notes \| SOFR
Debt Instrument [Line Items]
Variable interest rate					9.00%
Convertible Promissory Note
Debt Instrument [Line Items]
Number of shares issued (in shares) \| shares					950,855
Value of common stock upon conversion					$ 159,200,000
2018 Loan and Security Agreement \| Secured Debt
Debt Instrument [Line Items]
Early termination fees					3,100,000
Aggregate principal amount																									$ 50,000,000.0
Write down of accrued interest expense					200,000
Repayment of debt					24,700,000
Write off of deferred debt issuance cost					$ 400,000
2022 Loan and Security Agreement \| Revolving Credit Facility
Debt Instrument [Line Items]
Maximum borrowing capacity			$ 45,000,000.0	$ 60,000,000.0										60,000,000.0					$ 60,000,000.0
Letter of credit fee percentage				1.50%
Fronting fee percentage				0.25%
Non-use fee percentage				0.25%
2022 Loan and Security Agreement \| Letter of Credit
Debt Instrument [Line Items]
Amount outstanding under line of credit				$ 37,600,000									$ 38,800,000	$ 37,600,000
2020 Credit Facility \| Revolving Credit Facility
Debt Instrument [Line Items]
Maximum borrowing capacity																								$ 50,000,000.0
2020 Québec Credit Facility \| Revolving Credit Facility
Debt Instrument [Line Items]
Debt term						10 years
Interest rate payable annually						6.00%
Maximum borrowing capacity						$ 25,000,000.0
Conditional-Refund Financial Contribution Facility \| Revolving Credit Facility
Debt Instrument [Line Items]
Debt term						10 years
Maximum borrowing capacity						$ 5,000,000.0

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($)
$ in Thousands

3 Months Ended

6 Months Ended

9 Months Ended

12 Months Ended

Sep. 30, 2023

Jun. 30, 2023

Mar. 31, 2023

Sep. 30, 2022

Jun. 30, 2022

Mar. 31, 2022

Jun. 30, 2023

Jun. 30, 2022

Sep. 30, 2023

Sep. 30, 2022

Dec. 31, 2023

Dec. 31, 2022

Dec. 31, 2021

Income Statement [Abstract]

$ 160,896

$ 157,403

$ 119,503

$ 126,598

$ 121,138

$ 81,945

$ 276,906

$ 203,083

$ 437,802

$ 329,681

$ 602,066

$ 464,978

$ 234,145

Cost of revenue (excluding depreciation and amortization)

103,374

94,760

91,813

83,185

88,035

74,655

186,573

162,690

289,947

245,875

392,898

327,607

202,323

50,376

50,540

53,510

53,015

53,195

47,702

104,050

100,897

154,426

153,912

212,913

204,026

143,083

30,548

29,918

32,471

31,245

30,481

36,195

62,389

66,676

92,937

97,921

112,082

131,877

105,671

5,344

5,563

6,382

6,936

8,088

7,625

11,945

15,713

17,289

22,649

22,365

28,612

19,091

20,996

18,231

15,667

13,412

12,808

9,789

33,898

22,597

54,894

36,009

78,566

52,672

23,490

1,087

59,165

82,050

(23)

2,130

4,033

2,107

4,033

2,119

4,033

2,119

4,033

211,737

198,989

201,973

187,793

196,640

175,966

400,962

372,606

612,699

560,399

880,108

830,877

493,658

(50,841)

(41,586)

(82,470)

(61,195)

(75,502)

(94,021)

(124,056)

(169,523)

(174,897)

(230,718)

(278,042)

(365,899)

(259,513)

6,423

6,155

5,707

4,112

4,382

8,202

11,862

12,584

18,285

16,696

25,409

21,505

44,090

(615)

(25,190)

Change in fair value of share-settled redemption feature and gain on conversion of convertible notes

(209)

(435)

(1,498)

2,223

(23,345)

(73,177)

(1,933)

(96,522)

(2,142)

(94,299)

(2,372)

(95,700)

(29,512)

776

(2,610)

(4,980)

5,175

6,251

2,624

(7,590)

8,875

(6,814)

14,050

(3,863)

7,407

(9,890)

6,714

2,602

(661)

11,510

(20,975)

(107,199)

1,941

(128,174)

8,655

(116,664)

18,559

(121,490)

34,200

(57,555)

(44,188)

(81,809)

(72,705)

(54,527)

13,178

(125,997)

(41,349)

(183,552)

(114,054)

(296,601)

(244,409)

(293,713)

(4)

416

117

148

127

564

(933)

622

242

Basic net loss per common share (in dollars per share)

$ (57,630)

$ (44,184)

$ (81,865)

$ (73,121)

$ (54,644)

$ 13,147

$ (126,049)

$ (41,497)

$ (183,679)

$ (114,618)

$ (295,668)

$ (245,031)

$ (293,955)

$ (5.26)

$ (4.05)

$ (7.47)

$ (6.78)

$ (5.08)

$ 1.49

$ (11.58)

$ (4.20)

$ (16.84)

$ (11.32)

$ (27.04)

^[1]

$ (23.79)

^[1]

$ (499.67)

^[1]

Diluted net loss per common share (in dollars per share)

$ (5.26)

$ (4.05)

$ (7.47)

$ (6.78)

$ (5.08)

$ 1.49

$ (11.58)

$ (4.20)

$ (16.84)

$ (11.32)

$ (27.04)

^[1]

$ (23.79)

^[1]

$ (499.67)

^[1]

$ (57,630)

$ (44,184)

$ (81,865)

$ (73,121)

$ (54,644)

$ 13,147

$ (126,049)

$ (41,497)

$ (183,679)

$ (114,618)

$ (295,668)

$ (245,031)

$ (293,955)

3,547

(3,381)

(3,414)

4,833

5,085

1,999

(6,795)

7,084

(3,249)

11,916

(8,050)

5,727

1,633

$ (54,083)

$ (47,565)

$ (85,279)

$ (68,288)

$ (49,559)

$ 15,146

$ (132,844)

$ (34,413)

$ (186,928)

$ (102,702)

$ (303,718)

$ (239,304)

$ (292,322)

[1]	Prior period balances have been adjusted to reflect the Reverse Stock Split at a ratio of 1-for-20 that became effective on September 20, 2023. See Note 1, Basis of Presentation, for additional information regarding the Reverse Stock Split.

Restatement of Previously Issued Financial Statements - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended	12 Months Ended
	Mar. 31, 2022	Sep. 30, 2023	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Impairment losses	$ 0	$ 1,087	$ 59,165	$ 82,050	$ 0
Revision of Prior Period, Change in Accounting Principle, Adjustment
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Impairment losses				$ 82,100

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

Principles of Consolidation

Subsequent Events - Delayed Draw Note Purchase Agreement Amendments (Details) - USD ($)	Aug. 13, 2024	Jul. 12, 2024	Jun. 10, 2024	Sep. 20, 2023	Jan. 31, 2022	Dec. 10, 2021
Subsequent Event [Line Items]
Exercise price (in dollars per share)				$ 230.00
Delayed Draw Warrants
Subsequent Event [Line Items]
Number outstanding (in shares)					123,750	123,750
Exercise price (in dollars per share)						$ 250.00
Subsequent Event \| Delayed Draw Warrants
Subsequent Event [Line Items]
Number outstanding (in shares)			475,264
Exercise price (in dollars per share)			$ 0.01
Term of warrants			5 years
Subsequent Event \| Delayed Draw Notes
Subsequent Event [Line Items]
Additional commitments	$ 4,000,000	$ 6,000,000	$ 10,000,000
Aggregate principal amount	$ 4,000,000	$ 6,000,000	$ 10,000,000

Equity Incentive Plans and Stock-Based Compensation - Schedule of Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Number of Options
Beginning balance (in shares)	1,833,950	1,535,342
Granted (in shares)	1,301,035	629,215
Exercised (in shares)	(469)	(46,568)
Forfeited (in shares)	(305,787)	(257,030)
Canceled (in shares)	(142,806)	(27,009)
Ending balance (in shares)	2,685,923	1,833,950	1,535,342
Weighted- Average Exercise Price per Option
Beginning balance (in dollars per share)	$ 39.80	$ 51.00
Granted (in dollars per share)	11.47	39.20
Exercised (in dollars per share)	17.71	33.60
Forfeited (in dollars per share)	31.94	103.60
Canceled (in dollars per share)	74.32	62.00
Ending balance (in dollars per share)	$ 25.28	$ 39.80	$ 51.00
Stock Options Additional Disclosures
Weighted average remaining contractual term, outstanding	7 years 10 months 6 days	7 years 7 months 17 days	8 years 5 months 23 days
Aggregate intrinsic value, outstanding	$ 88	$ 88	$ 107,556
Options vested and exercisable, number of options (in shares)	975,987
Options vested and exercisable, weighted-average exercise price per option (in dollars per share)	$ 34.77
Options vested and exercisable, weighted average remaining contractual term	6 years 29 days
Options vested and exercisable, aggregate intrinsic value	$ 0
Options vested and expected to vest, number of options (in shares)	2,685,923
Options vested and expected to vest, weighted-average exercise price per option (in dollars per share)	$ 25.28
Options vested and expected to vest, weighted average remaining contractual term	7 years 10 months 6 days
Options vested and expected to vest, aggregate intrinsic value	$ 88

Basis of Presentation (Policies)

12 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

Basis of Presentation

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 present the results of operations, financial position, and cash flows 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.

The Company accounts for its VIE in accordance with Accounting Standards Codification (“ASC”) 810, Consolidation and evaluates its ownership, contractual, and other interests in entities to assess whether it has a variable interest in entities in which it has a financial relationship and, if so, whether or not those entities are VIEs. For an entity to qualify as a VIE, ASC 810 requires the Company to determine if it is the primary beneficiary of the VIE, and, if so, to consolidate such entity into its consolidated financial statements. If the Company determines that it is not the primary beneficiary of the VIE, the ASC 810 requires the Company, to account for the investment or other variable interest in a VIE in accordance with applicable U.S. GAAP. The Company consolidates its VIE in which it holds a controlling financial interest, and is therefore deemed the primary beneficiary. Periodically, the Company reevaluates its ownership, contractual, and other interests in entities to determine whether any changes in its interest or relationship with an entity impacts the determination of whether it is still the primary beneficiary of such entity. As of December 31, 2023 and 2022, the Company’s consolidated VIE was not material to the consolidated financial statements.

Reverse Stock Split

On September 19, 2023, the Company filed a certificate of amendment to the Company’s Amended and Restated Certificate of Incorporation to effect a 1-for-20 reverse stock split (the “Reverse Stock Split”) of the outstanding shares of the Company’s common stock (including special voting common stock), par value $0.0001 per share, effective as of 4:01 p.m., Eastern Time, on September 20, 2023 (the “Effective Time”). As of the Effective Time, every 20 shares of the Company’s issued and outstanding common stock and every 20 shares of its issued and outstanding special voting common stock were combined into one issued and outstanding share of common stock or one issued and outstanding share of special voting common stock, respectively. The total number of authorized shares of common stock was reduced from 400,000,000 to 20,000,000, and the total number of authorized shares of special voting common stock was reduced from 40,000,000 to 2,000,000. The number of authorized shares of preferred stock remained unchanged at 250,000,000 shares, and the par value of the Company’s common stock (including special voting common stock) remained unchanged at $0.0001 per share.

As of the Effective Time, proportional adjustments to reflect the Reverse Stock Split were also made to the number of shares of common stock issuable upon the exercise of the Company’s outstanding warrants and stock options, the number of shares issuable pursuant to outstanding restricted stock units, and the number of shares authorized and reserved for issuance pursuant to the Company’s equity incentive and employee stock purchase plans. The exercise prices and stock price targets of outstanding stock options, warrants, and equity awards were also proportionately adjusted, as applicable. Accordingly, with respect to the Company’s publicly traded warrants trading under the symbol “SONDW,” every 20 warrants outstanding immediately prior to the Reverse Stock Split became exercisable for one share of common stock at an exercise price of $230.00 per share. Proportional adjustments were also made to the number of shares issuable pursuant to the Earn Out provided for in the Company’s Agreement and Plan of Merger dated April 29, 2021, as amended, and its triggering event share prices. The outstanding Post-Combination Exchangeable Common Stock of the Company’s subsidiary, Sonder Canada Inc., were also consolidated on a 1-for-20 basis to reflect the Reverse Stock Split. Any fractional interests in the Post-Combination Exchangeable Common Stock were paid out in cash, applying the same per-share price applicable to the Company’s common stock, and fractional interests in the related shares of special voting common stock were paid out in cash with reference to their automatic redemption price as stated in the Company’s certificate of incorporation.

The effects of the Reverse Stock Split have been reflected in these consolidated financial statements and the accompanying footnotes for all periods presented, which includes adjusting the description of any activity that may have been transacted on a pre-Reverse Stock Split basis.

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. Examples of where management makes estimates and assumptions included, but are not limited to 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, ROU asset impairment, 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 consolidated financial statements; therefore, actual results could differ from those estimates.

Segment Information

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

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

Impairment of Long-Lived Assets

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

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

Revenue Recognition and Deferred Revenue

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

Guests generally have the right to cancel prior to check-in, and are entitled to refunds in accordance with the agreed-upon ToS. Payments received from guests prior to check-in are recognized as deferred revenue, a contract liability, on the consolidated balance sheet. Deferred revenue is reduced over the period in which a guest completes a stay and is recognized in revenue. Substantially all of the deferred revenue balances at the end of each fiscal year are expected to be recognized in revenue in the subsequent year. Payments received after guest check-in are primarily from OTAs that guests

use to book accommodations and are recognized as accounts receivable, net of allowance, post guest check-out. The Company is required to collect certain taxes and fees from guests on behalf of governmental agencies and remit these to the applicable governmental agencies on a periodic basis. The Company recognizes revenues net of such taxes and fees collected.

Leases

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

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

Certain leases contain variable costs such as real estate taxes, insurance, utilities, and certain common area maintenance costs in addition to minimum rent payments. These amounts are expensed as incurred and are included within cost of revenue if paid directly to the lessor or in operations and support if paid to the authority assessing the cost for the properties used for guests and within general and administrative for warehouses in the accompanying consolidated statements of operations and comprehensive loss.

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

Cash and Restricted Cash

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

Fair Value Measurements

The Company applies fair value accounting for certain financial assets and liabilities that are recognized or disclosed at fair value in the consolidated financial statements on a recurring basis. Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a hierarchical disclosure framework which prioritizes and ranks the level of market price observability used in measuring financial instruments at fair value. Refer to Note 6, Fair Value Measurement and Financial Instruments, for additional information.

Accounts Receivable, Net of Allowance for Expected Credit Losses

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

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

Property and Equipment, Net

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


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

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

Internal-Use Software

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

Foreign Currency

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

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

Cost of Revenue

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

Operations and Support

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

General and Administrative

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

Research and Development

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

Sales and Marketing

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

Advertising Expenses

Advertising expenses, a majority of which consist of internet and social media marketing, were $15.4 million, $6.4 million, and $5.6 million for the years ended December 31, 2023, 2022, and 2021, respectively. These costs are expensed as incurred.

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

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

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

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

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

Restructuring Charges

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

Income Taxes

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statement of operations and comprehensive loss as of the enactment date. A valuation allowance is recorded for deferred tax assets if it is more likely than not that some portion or all of the deferred tax assets will not be realized. As of December 31, 2023 and 2022, except in Canada, the Company has recorded a full valuation allowance against its deferred tax assets due to its history of losses.

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

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

Taxes payable on the Company’s consolidated balances sheets at December 31, 2023 and 2022 includes both income taxes payable and indirect taxes payable.

Net Loss Per Share

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

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

Comprehensive Loss

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

Contingencies

The Company is subject to legal proceedings and claims that arise in the ordinary course of business. The Company accrues for losses associated with legal claims when such losses are probable and can be reasonably estimated. These

accruals are adjusted as additional information becomes available or circumstances change. Related legal fees are expensed as incurred.

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 consolidated financial statements.

In February 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842), which has subsequently been amended by ASUs 2018-01, 2018-10, 2018-11, 2018-20, 2019-01, 2019-10, and 2020-05. The guidance requires the recognition of ROU assets and lease liabilities on the balance sheet for substantially all leases under U.S. GAAP. The Company has elected to use the transition relief approach as provided in ASU 2018-11, which permits the Company to use January 1, 2022 as both the application date and the adoption date, rather than the modified retrospective approach. The Company also elected certain relief options offered within the new standard, which include the package of practical expedients, the option not to recognize an ROU asset and lease liability that arise from short-term leases (i.e., leases with terms of 12 months or less), and the option of hindsight when determining lease term. Substantially all of the Company’s lease agreements are considered operating leases and were not previously recognized on the Company’s balance sheets.

Recently Issued Accounting Standards Not Yet Adopted

On November 27, 2023, the FASB issued ASU No. 2023-07 Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. Among other new disclosure requirements, ASU 2023-07 requires companies to disclose significant segment expenses that are regularly provided to the chief operating decision maker. ASU 2023-07 will be effective for annual periods beginning on January 1, 2024 and interim periods beginning on January 1, 2025. ASU 2023-07 must be applied retrospectively to all prior periods presented in the financial statements. We are evaluating the disclosure impact of ASU 2023-07; however, the standard will not have a material impact on the Company’s consolidated financial statements.

On December 14, 2023, the FASB issued ASU No. 2023-09 Income Taxes (Topic 740): Improvements to Income Tax Disclosures. ASU 2023-09 requires companies to disclose, on an annual basis, specific categories in the effective tax rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. In addition, ASU 2023-09 requires companies to disclose additional information about income taxes paid. ASU 2023-09 will be effective for annual periods beginning January 1, 2025 and will be applied on a prospective basis with the option to apply the standard retrospectively. We are evaluating the disclosure impact of ASU 2023-09 and its impact on the Company’s consolidated financial statements.

In March 2024, the SEC adopted final rules requiring public entities to provide certain climate-related information in their registration statements and annual reports. As part of the disclosures, entities will be required to quantify certain effects of severe weather events and other natural conditions in a note to their audited financial statements. The rules will be effective for annual periods beginning in calendar 2025. In April 2024, the SEC voluntarily stayed implementation of the final rules pending certain legal challenges. We are assessing the effect of the new rules on our consolidated financial statements and related disclosures.

Basis of Presentation - Schedule of Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2020
Supplemental disclosure of cash flow information:
Cash paid for income taxes during the year	$ 905	$ 490	$ 300
Cash paid for interest during the year	2,464	2,486	4,550
Supplemental disclosure of non-cash investing and financing activities:
ROU assets acquired	205,285	312,478	0
Conversion of Convertible Notes	0		0
Conversion of Legacy Sonder Warrants	0	1,243	0
Reclassification of liability-classified Legacy Sonder Warrants to equity	0	2,111	0
Recognition of Earn Out Liability	0	(98,117)	0
Recognition of SPAC Warrants	0	(38,135)	0
Issuance of Delayed Draw Warrants	0	5,598	0
Reconciliation of cash and restricted cash:
Cash	95,763	246,624	69,726	$ 166,045	$ 177,444	$ 217,968	$ 317,324	$ 359,500	$ 406,348
Restricted cash	40,734	42,562	215	41,188	42,069	28,436	1,131	1,244	683
Total cash, cash equivalents and restricted cash	136,497	289,186	69,941	$ 207,233	$ 219,513	$ 246,404	$ 318,455	$ 360,744	$ 407,031	$ 123,108
Conversion of Post-Combination Exchangeable Shares
Supplemental disclosure of non-cash investing and financing activities:
Conversion of stock	0	$ 49,733	0
Conversion of Redeemable Convertible Preferred Stock
Supplemental disclosure of non-cash investing and financing activities:
Conversion of stock	$ 0		$ 0

Net Loss per Common Share - Basic and Diluted Earnings per Share (Details)
$ / shares in Units, $ in Thousands

3 Months Ended

6 Months Ended

9 Months Ended

12 Months Ended

Sep. 20, 2023

Sep. 30, 2023

USD ($)

$ / shares

Jun. 30, 2023

USD ($)

$ / shares

Mar. 31, 2023

USD ($)

$ / shares

Sep. 30, 2022

USD ($)

$ / shares

Jun. 30, 2022

USD ($)

$ / shares

Mar. 31, 2022

USD ($)

$ / shares

Jun. 30, 2023

USD ($)

$ / shares

Jun. 30, 2022

USD ($)

$ / shares

Sep. 30, 2023

USD ($)

$ / shares

Sep. 30, 2022

USD ($)

$ / shares

Dec. 31, 2023

USD ($)

$ / shares

Dec. 31, 2022

USD ($)

$ / shares

Dec. 31, 2021

USD ($)

$ / shares

Numerator

Net income (loss) | $

$ (57,630)

$ (44,184)

$ (81,865)

$ (73,121)

$ (54,644)

$ 13,147

$ (126,049)

$ (41,497)

$ (183,679)

$ (114,618)

$ (295,668)

$ (245,031)

$ (293,955)

Denominator

Weighted average basic common shares outstanding (in shares) | shares

10,933,126

10,301,880

588,296

Weighted average diluted common shares outstanding (in shares) | shares

10,933,126

10,301,880

588,296

Basic net loss per common share (in dollars per share) | $ / shares

$ (5.26)

$ (4.05)

$ (7.47)

$ (6.78)

$ (5.08)

$ 1.49

$ (11.58)

$ (4.20)

$ (16.84)

$ (11.32)

$ (27.04)

^[1]

$ (23.79)

^[1]

$ (499.67)

^[1]

Diluted net loss per common share (in dollars per share) | $ / shares

$ (5.26)

$ (4.05)

$ (7.47)

$ (6.78)

$ (5.08)

$ 1.49

$ (11.58)

$ (4.20)

$ (16.84)

$ (11.32)

$ (27.04)

^[1]

$ (23.79)

^[1]

$ (499.67)

^[1]

0.05

[1]	Prior period balances have been adjusted to reflect the Reverse Stock Split at a ratio of 1-for-20 that became effective on September 20, 2023. See Note 1, Basis of Presentation, for additional information regarding the Reverse Stock Split.

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

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

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

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Warrants and Rights Note Disclosure [Abstract]

Income Taxes - Schedule of Effective Income Tax Reconciliation (Details) - USD ($) $ in Thousands	3 Months Ended						6 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2023	Jun. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Income tax provision at U.S. statutory rate											$ (62,286)	$ (51,326)	$ (61,680)
Foreign tax rate differential											(674)	(1,810)	(7,645)
State income taxes, net of federal benefit											172	104	89
Tax credits											(827)	(873)	(1,753)
Stock-based compensation											3,196	2,035	1,388
Convertible debt instruments											(552)	(31,584)	5,399
Capital loss											0	16,105	(9,640)
Non-deductible expenses											189	951	184
Other, net											(7,698)	(6,023)	(2,545)
Change in valuation allowance											60,146	70,148	76,445
Impairment losses											7,401	2,895	0
Total (benefit) provision for income taxes	$ 75	$ (4)	$ 56	$ 416	$ 117	$ 31	$ 52	$ 148	$ 127	$ 564	$ (933)	$ 622	$ 242

Basis of Presentation

12 Months Ended

Dec. 31, 2023

Accounting Policies [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. The Company also provides accommodations to travelers through boutique hotels that are designated as Powered by Sonder properties, each with its own unique design elements and features.

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 16, Business Combination, for details of the transaction. The consolidated financial statements presented herein for the year ended December 31, 2021 represent the consolidated financial statements of Legacy Sonder.

Basis of Financial Statement Presentation and Principles of Consolidation

The Company qualifies as an emerging growth company as defined in the Jumpstart Our Business Startups Act of 2012, and as a "smaller reporting company" as defined in Rule 12b-2 under the Securities Exchange Act of 1934, 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.

Reverse Stock Split

Going Concern

The accompanying consolidated financial statements are prepared in accordance with general accepted accounting principles applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has a history of net losses and negative operating cash flows and expects to continue to incur additional losses in the future and is not in compliance with one affirmative debt covenant. The Company’s liquidity may be insufficient to meet its obligations for at least one year from the date of issuance of these financial statements, which raises substantial doubt about the Company’s ability to continue as a going concern.

Because the Company’s management has concluded that there is substantial doubt, which is not alleviated, about our ability to continue as a going concern for at least one year from the date of issuance of these financial statements, the associated financial statement opinion includes a going concern explanatory paragraph. Accordingly, this going concern determination and related financial statement opinion that includes a going concern explanatory paragraph is not in compliance with our affirmative covenants. If not cured within 30 days by obtaining a waiver from the purchasers under the Delayed Draw Notes Purchase Agreement, it would then constitute an Event of Default as defined therein. We are in discussions with the Purchasers under the Delayed Draw Notes Purchase Agreement to obtain a waiver for this potential Event of Default.

Management’s plans to address these conditions include: i) meet the requirements and milestones as described in Note 18 to obtain additional funds through recent arrangements, including $28.6 million from convertible preferred stock and $15 million from the Marriott agreement, ii) realize improved operations, including anticipated improvements from integration through the Marriott agreement, iii) renegotiate lease terms, including possible terminations, of certain properties, iv) implement cost-cutting initiatives, and v) negotiate a waiver of the debt covenant non-compliance.

There can be no assurances of the Company’s ability to realize these plans. As a result, these conditions raise substantial doubt about the Company’s ability to continue as a going concern for at least one year from the date of issuance of these financial statements.

As a result of the potential Event of Default, the indebtedness related to our Delayed Draw Notes as of December 31, 2023 has been reclassified from long-term debt, net to current portion of long term-debt, net. See Note 8, Debt, for additional information regarding the impacts to our debt reclassification related to the potential Event of Default to our Delayed Draw Notes.

Credit Risk

Use of Estimates

Segment Information

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

Impairment of Long-Lived Assets

Revenue Recognition and Deferred Revenue

Leases

Cash and Restricted Cash

Supplemental Cash Flow Information

The following table shows supplemental cash flow information (in thousands):


	2023		2022		2021
Supplemental disclosure of cash flow information:
Cash paid for income taxes during the year	$	905	$	490	$	300
Cash paid for interest during the year	$	2,464	$	2,486	$	4,550
Supplemental disclosure of non-cash investing and financing activities:
ROU assets acquired	$	205,285	$	312,478	$	—
Conversion of Convertible Notes	$	—	$	159,173	$	—
Conversion of Legacy Sonder Warrants	$	—	$	1,243	$	—
Reclassification of liability-classified Legacy Sonder Warrants to equity	$	—	$	2,111	$	—
Recognition of Earn Out Liability	$	—	$	(98,117)	$	—
Recognition of SPAC Warrants	$	—	$	(38,135)	$	—
Issuance of Delayed Draw Warrants	$	—	$	5,598	$	—
Conversion of Post-Combination Exchangeable Shares	$	—	$	49,733	$	—
Conversion of Redeemable Convertible Preferred Stock	$	—	$	518,760	$	—
Reconciliation of cash and restricted cash:
Cash	$	95,763	$	246,624	$	69,726
Restricted cash	40,734		42,562		215
Cash and restricted cash at end of period	$	136,497	$	289,186	$	69,941

Fair Value Measurements

Accounts Receivable, Net of Allowance for Expected Credit Losses

Property and Equipment, Net


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

Internal-Use Software

Foreign Currency

Cost of Revenue

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

Operations and Support

General and Administrative

Research and Development

Sales and Marketing

Advertising Expenses

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

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

Restructuring Charges

Income Taxes

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

Taxes payable on the Company’s consolidated balances sheets at December 31, 2023 and 2022 includes both income taxes payable and indirect taxes payable.

Net Loss Per Share

Comprehensive Loss

Contingencies

accruals are adjusted as additional information becomes available or circumstances change. Related legal fees are expensed as incurred.

Restatement of Previously Issued Financial Statements - CONSOLIDATED STATEMENTS OF CASH FLOWS (Details) - USD ($) $ in Thousands	3 Months Ended						6 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2023	Jun. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Cash flows from operating activities:
Net loss	$ (57,630)	$ (44,184)	$ (81,865)	$ (73,121)	$ (54,644)	$ 13,147	$ (126,049)	$ (41,497)	$ (183,679)	$ (114,618)	$ (295,668)	$ (245,031)	$ (293,955)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization			7,048			5,630	13,026	11,626	18,908	17,801	22,147	23,914	17,714
Stock-based compensation			10,800			5,695	19,058	10,268	23,982	15,899	28,494	24,337	25,247
Straight-line rent											0	0	37,525
Amortization of operating lease ROU assets			45,627			37,646	82,999	70,228	130,192	105,569	184,718	142,391	0
Impairment losses						0			1,087		59,165	82,050	0
(Gain) loss on foreign exchange			(2,311)			2,379	(4,378)	6,458	(2,445)	13,092	(5,691)	6,590	2,387
Amortization of debt issuance costs			2				4		6	149	12	151	2,378
Capitalization of paid-in-kind interest on long-term debt			6,345				13,135	4,253	20,418	12,544	26,934	18,359	0
Amortization of debt discounts			368			(3,007)	797	(2,640)	1,274	3,374	2,557	3,802	35,067
Change in fair value of share-settled redemption feature and gain on conversion of convertible notes						(29,512)		(29,512)		(29,512)	0	(29,512)	(14,834)
Change in fair value of SPAC Warrants	(276)	(508)	110	0	(8,263)	(15,336)	(398)	(23,599)	(674)	(23,599)	0	0	2,148
Change in fair value of Earn Out Liability	(209)	(435)	(1,498)	2,223	(23,345)	(73,177)	(1,933)	(96,522)	(2,142)	(94,299)	(2,372)	(95,700)	0
Other operating activities			622			682	1,028	1,175	897	1,362	1,123	1,249	810
Changes in:
Accounts receivable, net			(1,287)			3,075	(8,599)	(3,418)	(4,219)	(2,291)	(2,591)	(2,522)	(3,067)
Prepaid expenses			3,055			(2,369)	(538)	(2,561)	1,885	(2,543)	3,657	(3,135)	4,400
Other current and non-current assets			332			9,979	1,098	6,601	(29)	7,304	(636)	8,390	(22,284)
Accounts payable			(2,415)			(21,001)	3,248	(20,088)	4,044	(27,765)	6,810	(21,506)	8,593
Accrued liabilities			(743)			(6,732)	1,097	12,541	(5,434)	21,264	3,839	19,105	10,762
Taxes payable			1,989			3,891	948	5,212	1,013	7,165	(727)	6,243	1,366
Deferred revenue			16,703			24,347	17,963	27,224	25,728	33,804	20,068	22,400	7,123
Operating lease ROU assets and operating lease liabilities, net			(38,302)			(17,761)	(71,928)	(38,300)	(103,939)	(67,168)	(162,327)	(86,410)	0
Other current and non-current liabilities			77			3,165	(127)	2,474	590	(613)	199	37	(1,329)
Net cash used in operating activities			(35,343)			(50,509)	(59,549)	(91,037)	(72,537)	(123,081)	(110,904)	(149,988)	(179,949)
Cash flows from investing activities:
Purchase of property and equipment			(6,297)			(10,723)	(8,661)	(16,723)		(24,590)	(10,566)	(26,897)	(15,603)
Capitalization of internal-use software			(554)			(1,077)	(689)	(2,236)	(1,117)	(2,510)	(1,796)	(2,796)	(5,426)
Net cash used in investing activities			(6,851)			(11,800)	(9,350)	(18,959)	(12,436)	(27,100)	(12,362)	(29,693)	(21,029)
Repayment of debt and payment of early termination fees						27,745		27,745	250	27,745	35,240	27,745	18,776
Cash flows from financing activities:
Proceeds from Delayed Draw Notes						159,225		159,225		159,225	0	159,225	0
Proceeds from business combination and PIPE offering						325,928		325,928		325,928	0	325,928	0
Proceeds from issuance of debt									3,000		3,000	0	162,366
Issuance of redeemable convertible preferred stock											0	0	1,020
Common stock issuance costs						(58,555)		(58,555)		(58,555)	0	(58,555)	0
Proceeds from exercise of stock options and common stock warrants			8			873	8	1,447	8	1,702	8	1,746	3,961
Net cash (used in) provided by financing activities			8			399,726	8	400,300	2,758	400,555	(32,232)	400,599	148,571
Effects of foreign exchange on cash			(596)			(327)	(782)	499	262	(1,860)	2,809	(1,673)	(760)
Net change in cash, cash equivalents, and restricted cash			(42,782)			337,090	(69,673)	290,803	(81,953)	248,514	(152,689)	219,245	(53,167)
Cash, cash equivalents, and restricted cash at beginning of year	219,513	246,404	289,186	360,744	407,031	69,941	289,186	69,941	289,186	69,941	289,186	69,941	123,108
Cash, cash equivalents, and restricted cash at end of year	207,233	219,513	246,404	318,455	360,744	407,031	219,513	360,744	207,233	318,455	136,497	289,186	69,941
SPAC Warrants
Adjustments to reconcile net loss to net cash used in operating activities:
Change in fair value of SPAC Warrants												(25,190)
As Previously Reported
Cash flows from operating activities:
Net loss	(64,276)	(45,327)	(86,431)	(73,689)	(45,666)	10,963	(131,758)	(34,703)	(196,034)	(108,392)		(165,742)	(294,387)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization			7,048			5,630	13,026	11,626	18,908	17,801		23,911	17,714
Stock-based compensation			12,180			6,680	20,438	11,734	25,362	18,139		22,957	25,247
Straight-line rent													37,525
Amortization of operating lease ROU assets			45,627			37,646	82,999	70,228	130,192	105,569		145,250
Impairment losses						0			1,087			0
(Gain) loss on foreign exchange			(2,311)			2,379	(4,378)	6,458	(2,445)	13,092		6,590	2,387
Amortization of debt issuance costs			2				4		6	149		151	2,378
Capitalization of paid-in-kind interest on long-term debt			6,345				13,135	4,253	20,418	12,544		18,359
Amortization of debt discounts			368			(3,007)	797	(2,640)	1,274	3,374		3,802	35,067
Change in fair value of share-settled redemption feature and gain on conversion of convertible notes						(29,512)		(29,512)		(29,512)		(29,512)	(14,834)
Change in fair value of SPAC Warrants	(276)	(508)	110	495	(9,419)	(14,895)	(398)	(24,314)	(674)	(23,819)			2,148
Change in fair value of Earn Out Liability	(209)	(435)	(1,498)	2,223	(23,345)	(73,177)	(1,933)	(96,522)	(2,142)	(94,299)		(95,700)
Other operating activities			622			682	1,028	1,175	897	1,362		2,206	810
Changes in:
Accounts receivable, net			(1,962)			3,233	(9,274)	(2,941)	(4,817)	(1,560)		(1,693)	(3,067)
Prepaid expenses			3,055			(9,408)	(538)	(4,877)	1,885	(2,543)		(3,016)	4,991
Other current and non-current assets			332			4,429	1,976	3,317	1,177	10,750		11,903	(23,011)
Accounts payable			(2,026)			(22,009)	3,637	(22,382)	4,433	(28,401)		(28,120)	8,199
Accrued liabilities			(2,060)			4,742	(1,920)	6,895	3,911	2,295		10,434	10,762
Taxes payable			2,020			2,963	1,161	4,251	1,706	6,181		6,074	1,366
Deferred revenue			16,703			15,253	17,963	19,089	25,651	30,204		22,400	8,643
Operating lease ROU assets and operating lease liabilities, net			(33,695)			(5,200)	(66,710)	(24,264)	(105,422)	(58,493)		(73,858)
Other current and non-current liabilities			79			3,165	(127)	2,474	589	1,467		(151)	(1,329)
Net cash used in operating activities			(35,492)			(50,693)	(60,872)	(91,615)	(74,038)	(124,092)		(149,015)	(179,391)
Cash flows from investing activities:
Purchase of property and equipment			(6,924)			(10,539)	(8,799)	(16,145)		(23,579)		(28,197)	(16,161)
Capitalization of internal-use software			(554)			(1,077)	(689)	(2,236)	(1,117)	(2,510)		(2,796)	(5,426)
Net cash used in investing activities			(7,478)			(11,616)	(9,488)	(18,381)	(12,105)	(26,089)		(30,993)	(21,587)
Repayment of debt and payment of early termination fees						27,745		27,745	250	27,745		27,745	18,776
Cash flows from financing activities:
Proceeds from Delayed Draw Notes						159,225		159,225		159,225		159,225
Proceeds from business combination and PIPE offering						325,928		325,928		325,928		325,928
Proceeds from issuance of debt									3,000				162,366
Issuance of redeemable convertible preferred stock													1,020
Common stock issuance costs						(58,555)		(58,555)		(58,555)		(58,555)
Proceeds from exercise of stock options and common stock warrants			8			873	8	1,447	8	1,702		1,746	3,961
Net cash (used in) provided by financing activities			8			399,726	8	400,300	2,758	400,555		400,599	148,571
Effects of foreign exchange on cash			180			(327)	679	499	1,432	(1,860)		(1,346)	(760)
Net change in cash, cash equivalents, and restricted cash			(42,782)			337,090	(69,673)	290,803	(81,953)	248,514		219,245	(53,167)
Cash, cash equivalents, and restricted cash at beginning of year	219,513	246,404	289,186	360,744	407,031	69,941	289,186	69,941	289,186	69,941	289,186	69,941	123,108
Cash, cash equivalents, and restricted cash at end of year	207,233	219,513	246,404	318,455	360,744	407,031	219,513	360,744	207,233	318,455		289,186	69,941
As Previously Reported \| SPAC Warrants
Adjustments to reconcile net loss to net cash used in operating activities:
Change in fair value of SPAC Warrants												(25,260)
Restatement Adjustments
Cash flows from operating activities:
Net loss	6,646	1,143	4,566	568	(8,978)	2,184	5,709	(6,794)	12,355	(6,226)		(79,289)	432
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization			0			0	0	0	0	0		3	0
Stock-based compensation			(1,380)			(985)	(1,380)	(1,466)	(1,380)	(2,240)		1,380	0
Straight-line rent													0
Amortization of operating lease ROU assets			0			0	0	0	0	0		(2,859)
Impairment losses						0			0			82,050
(Gain) loss on foreign exchange			0			0	0	0	0	0		0	0
Amortization of debt issuance costs			0				0		0	0		0	0
Capitalization of paid-in-kind interest on long-term debt			0				0	0	0	0		0
Amortization of debt discounts			0			0	0	0	0	0		0	0
Change in fair value of share-settled redemption feature and gain on conversion of convertible notes						0		0		0		0	0
Change in fair value of SPAC Warrants	0	0	0	(495)	1,156	(441)	0	715	0	220			0
Change in fair value of Earn Out Liability	0	0	0	0	0	0	0	0	0	0		0
Other operating activities			0			0	0	0	0	0		(957)	0
Changes in:
Accounts receivable, net			675			(158)	675	(477)	598	(731)		(829)	0
Prepaid expenses			0			7,039	0	2,316	0	0		(119)	(591)
Other current and non-current assets			0			5,550	(878)	3,284	(1,206)	(3,446)		(3,513)	727
Accounts payable			(389)			1,008	(389)	2,294	(389)	636		6,614	394
Accrued liabilities			1,317			(11,474)	3,017	5,646	(9,345)	18,969		8,671	0
Taxes payable			(31)			928	(213)	961	(693)	984		169	0
Deferred revenue			0			9,094	0	8,135	77	3,600		0	(1,520)
Operating lease ROU assets and operating lease liabilities, net			(4,607)			(12,561)	(5,218)	(14,036)	1,483	(8,675)		(12,552)
Other current and non-current liabilities			(2)			0	0	0	1	(2,080)		188	0
Net cash used in operating activities			149			184	1,323	578	1,501	1,011		(973)	(558)
Cash flows from investing activities:
Purchase of property and equipment			627			(184)	138	(578)		(1,011)		1,300	558
Capitalization of internal-use software			0			0	0	0	0	0		0	0
Net cash used in investing activities			627			(184)	138	(578)	(331)	(1,011)		1,300	558
Repayment of debt and payment of early termination fees						0		0	0	0		0	0
Cash flows from financing activities:
Proceeds from Delayed Draw Notes						0		0		0		0
Proceeds from business combination and PIPE offering						0		0		0		0
Proceeds from issuance of debt									0				0
Issuance of redeemable convertible preferred stock													0
Common stock issuance costs						0		0		0		0
Proceeds from exercise of stock options and common stock warrants			0			0	0	0	0	0		0	0
Net cash (used in) provided by financing activities			0			0	0	0	0	0		0	0
Effects of foreign exchange on cash			(776)			0	(1,461)	0	(1,170)	0		(327)	0
Net change in cash, cash equivalents, and restricted cash			0			0	0	0	0	0		0	0
Cash, cash equivalents, and restricted cash at beginning of year	0	0	0	0	0	0	0	0	0	0	$ 0	0	0
Cash, cash equivalents, and restricted cash at end of year	$ 0	$ 0	$ 0	$ 0	$ 0	$ 0	$ 0	$ 0	$ 0	$ 0		0	$ 0
Restatement Adjustments \| SPAC Warrants
Adjustments to reconcile net loss to net cash used in operating activities:
Change in fair value of SPAC Warrants												70
Revision of Prior Period, Change in Accounting Principle, Adjustment
Adjustments to reconcile net loss to net cash used in operating activities:
Impairment losses												$ 82,100

Revenue - Narrative (Details) - Customer Concentration Risk	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Accounts Receivable \| First Travel Agency
Product Information [Line Items]
Percentage of total revenues	17.00%	24.00%
Accounts Receivable \| Second Travel Agency
Product Information [Line Items]
Percentage of total revenues		18.00%
Accounts Receivable \| Third Travel Agency
Product Information [Line Items]
Percentage of total revenues		17.00%
Accounts Receivable \| Fourth Travel Agency
Product Information [Line Items]
Percentage of total revenues		12.00%
Revenue Benchmark \| First Travel Agency
Product Information [Line Items]
Percentage of total revenues	23.00%	20.00%	33.00%
Revenue Benchmark \| Second Travel Agency
Product Information [Line Items]
Percentage of total revenues	14.00%	20.00%	12.00%
Revenue Benchmark \| Third Travel Agency
Product Information [Line Items]
Percentage of total revenues	12.00%

Warrants and Stockholders' Deficit

12 Months Ended

Dec. 31, 2023

Warrants and Stockholders' Deficit

The 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.

Reverse Stock Split

On September 20, 2023, the Company effected the 1-for-20 Reverse Stock Split of the outstanding shares of the Company’s common stock (including special voting common stock). The par value of one share of common stock and one share of special voting stock remained unchanged as a result of the Reverse Stock Split. Refer to Note 1 for additional details regarding the Reverse Stock Split. All share and per share information within the consolidated financial statements have been retroactively restated to reflect the Reverse Stock Split.

Preferred Stock Warrants

Upon consummation of the Business Combination, (i) the Company’s Series A and Series B preferred stock warrants were converted into 7,761 post-combination shares of the Company’s common stock for a value of $1.2 million, and (ii) the former Series C and Series D preferred stock warrants automatically converted into warrants to purchase shares of the Company’s common stock.

The Series C and Series D preferred stock warrants are accounted for as equity in accordance with ASC 815-40, Derivatives and Hedging – Contracts on an Entity’s Own Equity (“ASC 815-40”). Upon consummation of the Business Combination, the Company reclassified $2.1 million related to such warrants from other non-current liabilities to equity in the consolidated balance sheet.

Common Stock Warrants

Former Series C and D Preferred Stock Warrants: In connection with the Business Combination as indicated above, the Company had outstanding warrants to purchase 21,281 shares of common stock as of December 31, 2023 and December 31, 2022.

Delayed Draw Issuance: On June 10, 2024, in connection with the Third Notes Amendment, purchasers of Delayed Draw Notes also received detachable warrants (the “Warrants”) to purchase an aggregate of 475,264 shares of the Company’s Common Stock, each with an exercise price of $0.01 per share and an expiration date five years after the issuance date. The purchasers of the Delayed Draw Notes were also provided with customary registration rights for the shares issuable upon exercise of the Warrants.

Delayed Draw Warrants: The Delayed Draw Warrants which were outstanding as of December 31, 2023 and December 31, 2022 were issued to the original purchasers of Delayed Draw Notes and were accounted for as equity-classified warrants in accordance with ASC 815-40. Upon consummation of the Business Combination, the value of the Delayed Draw Warrants was $5.6 million and was recorded within additional paid-in capital in the consolidated balance sheets. The purchasers of the Delayed Draw Notes were also provided with customary registration rights for the shares issuable upon exercise of the Delayed Draw Warrants. Such warrants were canceled in connection with the issuance of the June 10, 2024 Third Notes Amendment as described in the Subsequent Events note.

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 6, 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 SPAC Warrants at December 31, 2023 was a liability of $0.3 million and was recorded in other non-current liabilities in the consolidated balance sheet. At December 31, 2022, the fair value of the Public Warrants was a liability of $0.9 million and was recorded in other non-current liabilities in the consolidated balance sheets. During 2023, the Company recorded $12.2 million as an adjustment to the initial recorded fair value of $23.7 million for the Public Warrants upon consummation of the Business Combination. This adjustment was made as a $12.2 million reduction to the originally recorded additional paid in capital and a corresponding reduction to other income in the consolidated statements of operations and comprehensive loss. The change in fair value of $11.1 million for the year ended December 31, 2022 is reflected as non-operating income in the consolidated statements of operations and comprehensive loss.

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 1,616,767 Post-Combination Exchangeable Shares for a value of $49.7 million.

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


	December 31, 2023		December 31, 2022
Shares Authorized	2,000,000		2,000,000
Shares Issued and Outstanding	712,982		1,019,460
Issuance Price Per Share	$	30.80	$	30.80
Net Carrying Value	$	21,960	$	31,399
Aggregate Liquidation Preference	$	21,960	$	31,399

The net carrying value of the Post-Combination Exchangeable Shares is included in additional paid-in capital in the 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 and the Reverse Stock Split authorizes the issuance of 272,000,000 shares, consisting of: (a) 22,000,000 shares of general common stock (“General Common Stock”), including: (i) 20,000,000 shares of common stock, and (ii) 2,000,000 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:


	December 31, 2023	December 31, 2022
Post-Combination Exchangeable Common Shares	712,982	1,019,460
Outstanding stock options	2,685,922	1,833,950
Outstanding restricted stock units (“RSUs”)	359,175	584,590
Outstanding market stock units (“MSUs”)	567,500	602,998
Outstanding Public Warrants liability	724,997	724,997
Shares issuable pursuant to Earn Out Liability	725,000	725,000
Outstanding Delayed Draw Notes warrants liability	123,750	123,750
Outstanding former Series C and D preferred stock warrants liability	21,281	21,281
Shares available for grant under the Employee Stock Purchase Plan	353,024	243,646
Shares available for grant under the 2021 Equity Incentive Plan	569,715	444,388
Shares available for grant under the 2023 Inducement Equity Incentive Plan	141,800	—
Total common stock reserved for future issuance	6,985,146	6,324,060

The entire disclosure for equity.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 505
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481004/946-505-50-6

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480237/815-40-50-6

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480008/505-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(e)(1))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//505/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 16
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-16

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

Business Combination and Asset Acquisition [Abstract]

Business Combination (Tables)

12 Months Ended

Dec. 31, 2023

Schedule of Business Combinations, PIPE and Delayed Draw Notes

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


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

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

Subsequent Events - Series A Preferred Stock Issuance and Related Agreements (Details) $ / shares in Units, shares in Millions	Aug. 13, 2024 USD ($) tranche tradingDay $ / shares shares	Sep. 20, 2023 $ / shares	Jan. 18, 2022 $ / shares
Subsequent Event [Line Items]
Preferred stock par value (in dollars per share)			$ 0.0001
Common stock par value (in dollars per share)		$ 0.0001
Subsequent Event
Subsequent Event [Line Items]
Common stock par value (in dollars per share)	$ 0.0001
Subsequent Event \| Series A Convertible Preferred Stock
Subsequent Event [Line Items]
Liquidation preference per share (in dollars per share)	$ 1.00
Preferred stock dividends, free cash flow \| $	$ 87,000,000
Undiscounted conversion price (in dollars per share)	$ 1.00
Conversion price discount	10.00%
Trading days prior to conversion \| tradingDay	7
Shareholder approval percent	70.00%
Subsequent Event \| Series A Convertible Preferred Stock \| Minimum
Subsequent Event [Line Items]
Conversion price (in dollars per share)	$ 0.50
Subsequent Event \| Series A Convertible Preferred Stock \| August 13, 2024 through August 13, 2025
Subsequent Event [Line Items]
Cumulative dividend rate	15.00%
Subsequent Event \| Series A Convertible Preferred Stock \| August 14, 2025 through August 13, 2027
Subsequent Event [Line Items]
Cumulative dividend rate	10.00%
Subsequent Event \| Series A Convertible Preferred Stock \| August 14, 2027 through August 13, 2028
Subsequent Event [Line Items]
Cumulative dividend rate	5.00%
Subsequent Event \| Private Placement
Subsequent Event [Line Items]
Right to purchase percentage (up to)	25.00%
Equity offering period	5 years
Purchase price percent	75.00%
Subsequent Event \| Private Placement \| Chief Executive Officer
Subsequent Event [Line Items]
Aggregate purchase price \| $	$ 1,500,000
Subsequent Event \| Private Placement \| Director
Subsequent Event [Line Items]
Aggregate purchase price \| $	$ 100,000
Subsequent Event \| Private Placement \| Series A Convertible Preferred Stock
Subsequent Event [Line Items]
Number of shares issued (in shares) \| shares	43.3
Preferred stock par value (in dollars per share)	$ 0.0001
Aggregate purchase price \| $	$ 43,300,000
Number of tranches \| tranche	2
Convertible preferred stock issuable (in shares) \| shares	2.2
Subsequent Event \| Private Placement, Tranche one \| Series A Convertible Preferred Stock
Subsequent Event [Line Items]
Number of shares issued (in shares) \| shares	14.7
Aggregate purchase price \| $	$ 14,700,000
Subsequent Event \| Private Placement, Tranche two \| Series A Convertible Preferred Stock
Subsequent Event [Line Items]
Number of shares issued (in shares) \| shares	28.6
Aggregate purchase price \| $	$ 28,600,000

Restatement of Previously Issued Financial Statements - CONSOLIDATED BALANCE SHEETS (Details) - USD ($)
$ in Thousands

3 Months Ended

6 Months Ended

9 Months Ended

12 Months Ended

Sep. 30, 2023

Jun. 30, 2023

Mar. 31, 2023

Sep. 30, 2022

Jun. 30, 2022

Mar. 31, 2022

Jun. 30, 2023

Jun. 30, 2022

Sep. 30, 2023

Sep. 30, 2022

Dec. 31, 2023

Dec. 31, 2022

Dec. 31, 2021

Dec. 31, 2020

$ 166,045

$ 177,444

$ 217,968

$ 317,324

$ 359,500

$ 406,348

$ 177,444

$ 359,500

$ 166,045

$ 317,324

$ 95,763

$ 246,624

$ 69,726

41,188

42,069

28,436

1,131

1,244

683

42,069

1,244

41,188

1,131

40,734

42,562

215

Accounts receivable, net of allowance of $6,196 and $972 at December 31, 2023 and 2022, respectively

207,233

219,513

246,404

318,455

360,744

407,031

219,513

360,744

207,233

318,455

136,497

289,186

69,941

$ 123,108

9,356

14,216

7,164

6,389

7,784

1,494

14,216

7,784

9,356

6,389

7,999

6,462

7,098

9,496

5,838

8,121

10,445

11,367

9,496

10,445

7,098

8,121

5,366

8,776

10,529

11,084

12,067

9,797

11,628

8,884

11,084

11,628

10,529

9,797

11,345

9,424

234,216

254,309

271,473

342,762

390,601

428,776

254,309

390,601

234,216

342,762

161,207

313,848

26,473

29,158

32,485

35,922

35,625

34,869

29,158

35,625

26,473

35,922

22,775

32,606

1,386,753

1,267,955

1,151,755

1,240,500

1,223,692

1,129,166

1,267,955

1,223,692

1,386,753

1,240,500

1,322,135

1,136,647

14,868

13,591

13,046

14,527

14,639

14,861

13,591

14,639

14,868

14,527

15,150

15,525

1,662,310

1,565,013

1,468,759

1,633,711

1,664,557

1,607,672

1,565,013

1,664,557

1,662,310

1,633,711

1,521,267

1,498,626

20,514

19,878

14,093

10,266

18,111

17,511

19,878

18,111

20,514

10,266

23,560

16,471

29,114

35,337

33,312

35,473

31,426

13,839

35,337

31,426

29,114

35,473

38,626

33,896

15,391

15,453

16,656

15,352

13,494

12,294

15,453

13,494

15,391

15,352

14,005

14,608

67,896

59,858

58,424

51,511

44,364

41,642

59,858

44,364

67,896

51,511

61,971

41,664

189,238

176,511

166,895

137,330

115,655

137,642

176,511

115,655

189,238

137,330

199,364

153,789

323,153

307,037

289,380

250,201

223,050

222,928

307,037

223,050

323,153

250,201

506,236

260,428

1,406,441

1,285,178

1,173,558

1,183,744

1,187,142

1,059,064

1,285,178

1,187,142

1,406,441

1,183,744

1,389,580

1,163,233

196,398

186,884

179,665

166,707

161,285

156,722

186,884

161,285

196,398

166,707

1,500

172,950

739

1,176

2,111

6,424

3,918

35,441

1,176

3,918

739

6,424

652

3,500

1,926,731

1,780,275

1,644,714

1,607,076

1,575,395

1,474,155

1,780,275

1,575,395

1,926,731

1,607,076

1,897,968

1,600,111

^[1]

972,991

968,067

959,809

940,518

934,757

929,553

968,067

934,757

972,991

940,518

977,503

^[1]

949,001

^[1]

9,779

6,232

9,613

19,216

14,383

9,298

6,232

14,383

9,779

19,216

4,976

13,026

(1,247,192)

(1,189,562)

(1,145,378)

(933,100)

(859,979)

(805,335)

(1,189,562)

(859,979)

(1,247,192)

(933,100)

(1,359,181)

(1,063,513)

(818,482)

(524,527)

(264,421)

(215,262)

(175,955)

26,635

89,162

133,517

(215,262)

89,162

(264,421)

26,635

(376,701)

(101,485)

(768,076)

(504,962)

1,662,310

1,565,013

1,468,759

1,633,711

1,664,557

1,607,672

1,565,013

1,664,557

1,662,310

1,633,711

1,521,267

1,498,626

(57,630)

(44,184)

(81,865)

(73,121)

(54,644)

13,147

(126,049)

(41,497)

(183,679)

(114,618)

$ (295,668)

(245,031)

(293,955)

166,045

177,444

217,968

317,324

359,500

406,348

177,444

359,500

166,045

317,324

246,624

41,188

42,069

28,436

1,131

1,244

683

42,069

1,244

41,188

1,131

42,562

Accounts receivable, net of allowance of $6,196 and $972 at December 31, 2023 and 2022, respectively

207,233

219,513

246,404

318,455

360,744

407,031

219,513

360,744

207,233

318,455

289,186

69,941

123,108

9,105

14,042

6,990

5,658

7,307

1,336

14,042

7,307

9,105

5,658

5,613

6,388

8,786

5,128

7,530

9,854

14,435

8,786

9,854

6,388

7,530

8,066

10,532

11,516

12,708

10,435

18,996

18,518

11,516

18,996

10,532

10,435

10,065

233,258

253,857

271,230

342,078

399,217

444,700

253,857

399,217

233,258

342,078

312,930

28,462

31,616

35,432

35,469

35,605

35,243

31,616

35,605

28,462

35,469

34,926

1,439,572

1,308,719

1,201,007

1,139,713

1,109,208

1,133,809

1,308,719

1,109,208

1,439,572

1,139,713

1,209,486

15,045

13,667

13,791

15,272

15,384

15,606

13,667

15,384

15,045

15,272

16,270

1,716,337

1,607,859

1,521,460

1,532,532

1,559,414

1,629,358

1,607,859

1,559,414

1,716,337

1,532,532

1,573,612

20,514

19,878

14,093

9,236

15,423

16,109

19,878

15,423

20,514

9,236

16,082

24,694

18,555

18,230

16,504

25,780

25,313

18,555

25,780

24,694

16,504

20,131

15,894

15,476

16,497

14,368

12,533

11,366

15,476

12,533

15,894

14,368

14,418

67,819

59,858

58,424

49,431

37,749

34,068

59,858

37,749

67,819

49,431

41,664

199,345

183,487

172,422

146,550

152,064

143,014

183,487

152,064

199,345

146,550

158,346

329,266

297,254

279,666

238,438

243,549

229,870

297,254

243,549

329,266

238,438

250,641

1,382,693

1,259,207

1,156,913

1,082,412

1,050,285

1,070,896

1,259,207

1,050,285

1,382,693

1,082,412

1,166,538

196,398

186,884

179,665

166,707

161,285

156,722

186,884

161,285

196,398

166,707

172,950

668

1,106

2,043

6,204

3,203

35,882

1,106

3,203

668

6,204

3,430

1,909,025

1,744,451

1,618,287

1,493,761

1,458,322

1,493,370

1,744,451

1,458,322

1,909,025

1,493,761

1,593,559

972,991

968,067

959,809

942,758

936,223

930,538

968,067

936,223

972,991

942,758

947,621

10,908

7,652

10,348

19,216

14,383

9,298

7,652

14,383

10,908

19,216

12,985

(1,176,588)

(1,112,312)

(1,066,985)

(923,204)

(849,515)

(803,849)

(1,112,312)

(849,515)

(1,176,588)

(923,204)

(980,554)

(814,812)

(520,425)

(192,688)

(136,592)

(96,827)

38,771

101,092

135,988

(136,592)

101,092

(192,688)

38,771

(19,947)

(764,406)

(500,860)

1,716,337

1,607,859

1,521,460

1,532,532

1,559,414

1,629,358

1,607,859

1,559,414

1,716,337

1,532,532

1,573,612

(64,276)

(45,327)

(86,431)

(73,689)

(45,666)

10,963

(131,758)

(34,703)

(196,034)

(108,392)

(165,742)

(294,387)

Accounts receivable, net of allowance of $6,196 and $972 at December 31, 2023 and 2022, respectively

251

174

731

477

158

174

477

251

731

849

710

591

(3,068)

710

591

710

591

710

(3)

(432)

(641)

(638)

(7,368)

(9,634)

(432)

(7,368)

(3)

(638)

(641)

958

452

243

684

(8,616)

(15,924)

452

(8,616)

958

684

918

(1,989)

(2,458)

(2,947)

453

(374)

(2,458)

(1,989)

453

(2,320)

(52,819)

(40,764)

(49,252)

100,787

114,484

(4,643)

(40,764)

114,484

(52,819)

100,787

(72,839)

(177)

(76)

(745)

(76)

(745)

(177)

(745)

(54,027)

(42,846)

(52,701)

101,179

105,143

(21,686)

(42,846)

105,143

(54,027)

101,179

(74,986)

1,030

2,688

1,402

2,688

1,030

389

4,420

16,782

15,082

18,969

5,646

(11,474)

16,782

5,646

4,420

18,969

13,765

(503)

(23)

159

984

961

928

(23)

961

(503)

984

190

2,080

6,615

7,574

6,615

2,080

(10,107)

(6,976)

(5,527)

(9,220)

(36,409)

(5,372)

(6,976)

(36,409)

(10,107)

(9,220)

(4,557)

(6,113)

9,783

9,714

11,763

(20,499)

(6,942)

9,783

(20,499)

(6,113)

11,763

9,787

23,748

25,971

16,645

101,332

136,857

(11,832)

25,971

136,857

23,748

101,332

(3,305)

220

715

(441)

715

220

17,706

35,824

26,427

113,315

117,073

(19,215)

35,824

117,073

17,706

113,315

6,552

(2,240)

(1,466)

(985)

(1,466)

(2,240)

1,380

(1,129)

(1,420)

(735)

(1,420)

(1,129)

(70,604)

(77,250)

(78,393)

(9,896)

(10,464)

(1,486)

(77,250)

(10,464)

(70,604)

(9,896)

(82,959)

(3,670)

(4,102)

(71,733)

(78,670)

(79,128)

(12,136)

(11,930)

(2,471)

(78,670)

(11,930)

(71,733)

(12,136)

(81,538)

(3,670)

$ (4,102)

(54,027)

(42,846)

(52,701)

101,179

105,143

(21,686)

(42,846)

105,143

(54,027)

101,179

(74,986)

Quarterly Financial Information Disclosure [Abstract]

$ 6,646

$ 1,143

$ 4,566

$ 568

$ (8,978)

$ 2,184

$ 5,709

$ (6,794)

$ 12,355

$ (6,226)

$ (79,289)

$ 432

[1]	Prior period balances have been adjusted to reflect the Reverse Stock Split at a ratio of 1-for-20 that became effective on September 20, 2023. See Note 1, Basis of Presentation, for additional information regarding the Reverse Stock Split.

Audit Information	12 Months Ended
Audit Information	Dec. 31, 2023
Audit Information [Abstract]
Auditor Firm ID	34
Auditor Name	DELOITTE & TOUCHE LLP
Auditor Location	San Francisco, California

Restatement of Quarterly Results (Tables)

12 Months Ended

Dec. 31, 2023

Schedule of Restatement of Quarterly Results

CONSOLIDATED BALANCE SHEET

(in thousands, except share data)


	As of December 31, 2022
	As Previously		Restatement
	Reported		Adjustments		Reference	As Restated
Assets
Current assets:
Cash and cash equivalents	$	246,624	$	—		$	246,624
Restricted cash	42,562		—			42,562
Total cash, cash equivalents and restricted cash	289,186		—			289,186
Accounts receivable, net of allowance	5,613		849		C1	6,462
Prepaid expenses	8,066		710		C2	8,776
Other current assets	10,065		(641)		C3	9,424
Total current assets	312,930		918			313,848
Property and equipment, net	34,926		(2,320)		A, C2	32,606
Operating lease ROU assets	1,209,486		(72,839)		A, B	1,136,647
Other non-current assets	16,270		(745)		C3	15,525
Total assets	$	1,573,612	$	(74,986)		$	1,498,626

Liabilities and stockholders’ deficit
Current liabilities:
Accounts payable	$	16,082	$	389	C5	$	16,471
Accrued liabilities	20,131		13,765		B, C5	33,896
Taxes payable	14,418		190		C1, C4, C8	14,608
Deferred revenue	41,664		—			41,664

Current operating lease liabilities	158,346		(4,557)		A, B	153,789
Total current liabilities	250,641		9,787			260,428
Non-current operating lease liabilities	1,166,538		(3,305)		A, B	1,163,233
Long-term debt, net	172,950		—			172,950
Other non-current liabilities	3,430		70		C6	3,500
Total liabilities	1,593,559		6,552			1,600,111

Commitments and contingencies (Note 13)

Stockholders’ deficit:
Common stock	1		—			1
Additional paid-in capital	947,621		1,380		C7	949,001
Cumulative translation adjustment	12,985		41		A, C9	13,026
Accumulated deficit	(980,554)		(82,959)		C10	(1,063,513)
Total stockholders’ deficit	(19,947)		(81,538)			(101,485)
Total liabilities and stockholders’ deficit	$	1,573,612	$	(74,986)		$	1,498,626

CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS

(in thousands, except share data)


	For the Year Ended December 31, 2022
	As Previously		Restatement
	Reported		Adjustments		Reference	As Restated

Revenue	$	461,083	$	3,895	C1, C2, C4, C5	$	464,978
Costs and operating expenses:
Cost of revenue (excluding depreciation and amortization)	320,016		7,591		A, B, C3, C4	327,607
Operations and support	211,081		(7,055)		B, C2, C4, C5, C7	204,026
General and administrative	132,445		(568)		B, C1, C4, C5, C7	131,877
Research and development	28,896		(284)		C7	28,612
Sales and marketing	51,224		1,448		C1, C4, C7	52,672

Impairment loss	—		82,050		A	82,050
Restructuring and other charges	4,033		—			4,033
Total costs and operating expenses	747,695		83,182			830,877
Loss from operations	(286,612)		(79,287)			(365,899)

Interest expense, net	21,505		—			21,505
Change in fair value of SPAC Warrants	(25,260)		70		C6	(25,190)
Change in fair value of Earn Out Liability	(95,700)		—			(95,700)
Change in fair value of share-settled redemption feature and gain on conversion of convertible notes	(29,512)		—			(29,512)
Other expense (income), net	7,564		(157)		B	7,407
Total non-operating (income) expense, net	(121,403)		(87)			(121,490)
Loss before income taxes	(165,209)		(79,200)			(244,409)
Provision for income taxes	533		89		C8	622
Net loss	$	(165,742)	$	(79,289)		$	(245,031)

Basic and diluted net loss per common share	$	(16.09)	$	(7.70)		$	(23.79)

Other comprehensive loss:
Net loss	$	(165,742)	$	(79,289)		$	(245,031)
Change in foreign currency translation adjustment	5,686		41		C9	5,727
Comprehensive loss	$	(160,056)	$	(79,248)		$	(239,304)

CONSOLIDATED STATEMENT OF CASH FLOWS

(in thousands)


	For the Year Ended December 31, 2022
	As Previously		Restatement
	Reported		Adjustments		As Restated

Cash flows from operating activities:
Net loss	$	(165,742)	$	(79,289)	$	(245,031)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	23,911		3		23,914
Stock-based compensation	22,957		1,380		24,337
Amortization of operating lease ROU assets	145,250		(2,859)		142,391
Impairment loss	—		82,050		82,050
Loss (gain) on foreign exchange	6,590		—		6,590
Capitalization of paid-in-kind interest on long-term debt	18,359		—		18,359
Amortization of debt issuance costs	151		—		151
Amortization of debt discounts	3,802		—		3,802
Change in fair value of share-settled redemption feature and gain on conversion of convertible notes	(29,512)		—		(29,512)

Change in fair value of SPAC Warrants	(25,260)		70		(25,190)
Change in fair value of Earn Out Liability	(95,700)		—		(95,700)
Other operating activities	2,206		(957)		1,249
Changes in:
Accounts receivable, net	(1,693)		(829)		(2,522)
Prepaid expenses	(3,016)		(119)		(3,135)
Other current and non-current assets	11,903		(3,513)		8,390
Accounts payable	(28,120)		6,614		(21,506)
Accrued liabilities	10,434		8,671		19,105
Taxes payable	6,074		169		6,243
Deferred revenue	22,400		—		22,400
Operating lease ROU assets and operating lease liabilities, net	(73,858)		(12,552)		(86,410)
Other current and non-current liabilities	(151)		188		37
Net cash used in operating activities	(149,015)		(973)		(149,988)
Cash flows from investing activities:
Purchase of property and equipment	(28,197)		1,300		(26,897)
Capitalization of internal-use software	(2,796)		—		(2,796)
Net cash used in investing activities	(30,993)		1,300		(29,693)
Cash flows from financing activities:
Proceeds from Delayed Draw Notes	159,225		—		159,225
Repayment of debt and related fees	(27,745)		—		(27,745)
Proceeds from business combination and PIPE offering	325,928		—		325,928
Common stock issuance costs	(58,555)		—		(58,555)
Proceeds from exercise of stock options and common stock warrants	1,746		—		1,746
Net cash provided by (used in) financing activities	400,599		—		400,599
Effects of foreign exchange on cash	(1,346)		(327)		(1,673)
Net change in cash, cash equivalents, and restricted cash	219,245		—		219,245
Cash, cash equivalents, and restricted cash at beginning of year	69,941		—		69,941
Cash, cash equivalents, and restricted cash at end of year	$	289,186	$	—	$	289,186

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIT



	As Previously		Restatement
Accumulated Deficit	Reported		Adjustments		As Restated
Balance, December 31, 2020	$	(520,425)	$	(4,102)	$	(524,527)
Balance, December 31, 2021	$	(814,812)	$	(3,670)	$	(818,482)

Total Equity
Balance, December 31, 2020	$	(500,860)	$	(4,102)	(504,962)
Balance, December 31, 2021	$	(764,406)	$	(3,670)	$	(768,076)

CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS

(in thousands, except share data)


	For the Year Ended December 31, 2021
	As Previously		Restatement
	Reported		Adjustments		Reference	As Restated

Revenue	$	232,944	$	1,201	C1, C2, C5, B	$	234,145
Costs and operating expenses:
Cost of revenue (excluding depreciation and amortization)	201,445		878		C3	202,323
Operations and support	142,728		355		C2, C5	143,083
General and administrative	106,135		(464)		C1, C7	105,671
Research and development	19,091		—			19,091
Sales and marketing	23,490		—			23,490



Total costs and operating expenses	492,889		769			493,658
Loss from operations	(259,945)		432			(259,513)

Interest expense, net	44,090		—			44,090



Other income, net	(9,890)		—			(9,890)
Total non-operating expense, net	34,200		—			34,200
Loss before income taxes	(294,145)		432			(293,713)
Provision for income taxes	242		—			242
Net loss	$	(294,387)	$	432		$	(293,955)

Basic and diluted net loss per common share	$	(500.41)	$	0.74		$	(499.67)

Other comprehensive loss:
Net loss	$	(294,387)	$	432		$	(293,955)
Change in foreign currency translation adjustment	1,633		—			1,633
Comprehensive loss	$	(292,754)	$	432		$	(292,322)

CONSOLIDATED STATEMENT OF CASH FLOWS

(in thousands)


	For the Year Ended December 31, 2021
	As Previously		Restatement
	Reported		Adjustments		As Restated

Cash flows from operating activities:
Net loss	$	(294,387)	$	432	$	(293,955)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	17,714		—		17,714
Stock-based compensation	25,247		—		25,247
Straight-line rent	37,525		—		37,525
Loss on foreign exchange	2,387		—		2,387
Amortization of debt issuance costs	2,378		—		2,378
Amortization of debt discounts	35,067		—		35,067
Change in fair value of share-settled redemption feature and gain on conversion of convertible notes	(14,834)		—		(14,834)
Change in fair value of warrants	2,148		—		2,148
Other operating activities	810		—		810
Changes in:
Accounts receivable, net	(3,067)		—		(3,067)
Prepaid expenses	4,991		(591)		4,400
Other current and non-current assets	(23,011)		727		(22,284)
Accounts payable	8,199		394		8,593
Accrued liabilities	10,762		—		10,762
Taxes payable	1,366		—		1,366
Deferred revenue	8,643		(1,520)		7,123
Other current and non-current liabilities	(1,329)		—		(1,329)
Net cash used in operating activities	(179,391)		(558)		(179,949)
Cash flows from investing activities:
Purchase of property and equipment	(16,161)		558		(15,603)
Capitalization of internal-use software	(5,426)		—		(5,426)
Net cash (used in) provided by investing activities	(21,587)		558		(21,029)
Cash flows from financing activities:
Repayment of debt and payment of early termination fees	(18,776)		—		(18,776)
Proceeds from issuance of debt	162,366		—		162,366
Proceeds from exercise of stock options and common stock warrants	3,961		—		3,961
Issuance of redeemable convertible preferred stock	1,020		—		1,020
Net cash provided by financing activities	148,571		—		148,571
Effects of foreign exchange on cash	(760)		—		(760)
Net change in cash, cash equivalents, and restricted cash	(53,167)		—		(53,167)
Cash, cash equivalents, and restricted cash at beginning of year	123,108		—		123,108
Cash, cash equivalents, and restricted cash at end of year	$	69,941	$	—	$	69,941

CONDENSED CONSOLIDATED BALANCE SHEET (Unaudited)

(in thousands, except share data)


	March 31, 2023
	As Previously		Restatement
	Reported		Adjustments		As Restated
Assets
Current assets:
Cash and cash equivalents	$	217,968	$	—	$	217,968
Restricted cash	28,436		—		28,436
Total cash, cash equivalents and restricted cash	246,404		—		246,404
Accounts receivable, net of allowance	6,990		174		7,164
Prepaid expenses	5,128		710		5,838
Other current assets	12,708		(641)		12,067
Total current assets	271,230		243		271,473
Property and equipment, net	35,432		(2,947)		32,485
Operating lease ROU assets	1,201,007		(49,252)		1,151,755
Other non-current assets	13,791		(745)		13,046
Total assets	$	1,521,460	$	(52,701)	$	1,468,759

Liabilities and stockholders’ deficit
Current liabilities:
Accounts payable	$	14,093	$	—	$	14,093
Accrued liabilities	18,230		15,082		33,312
Taxes payable	16,497		159		16,656
Deferred revenue	58,424		—		58,424

Current operating lease liabilities	172,422		(5,527)		166,895
Total current liabilities	279,666		9,714		289,380
Non-current operating lease liabilities	1,156,913		16,645		1,173,558
Long-term debt, net	179,665		—		179,665
Other non-current liabilities	2,043		68		2,111
Total liabilities	1,618,287		26,427		1,644,714



Stockholders’ deficit:
Common stock(1)	1		—		1
Additional paid-in capital(1)	959,809		—		959,809
Cumulative translation adjustment	10,348		(735)		9,613
Accumulated deficit	(1,066,985)		(78,393)		(1,145,378)
Total stockholders’ deficit	(96,827)		(79,128)		(175,955)
Total liabilities and stockholders’ deficit	$	1,521,460	$	(52,701)	$	1,468,759

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited)

(in thousands, except share data)


	Three months ended March 31, 2023
	As Previously		Restatement
	Reported		Adjustments		As Restated

Revenue	$	120,738	$	(1,235)	$	119,503
Costs and operating expenses:
Cost of revenue (excluding depreciation and amortization)	92,033		(220)		91,813
Operations and support	56,157		(2,647)		53,510
General and administrative	32,745		(274)		32,471
Research and development	6,580		(198)		6,382
Sales and marketing	15,836		(169)		15,667


Restructuring and other charges	2,130		—		2,130
Total costs and operating expenses	205,481		(3,508)		201,973
Loss from operations	(84,743)		2,273		(82,470)

Interest expense, net	5,707		—		5,707
Change in fair value of SPAC Warrants	110		—		110
Change in fair value of Earn Out Liability	(1,498)		—		(1,498)

Other income, net	(2,712)		(2,268)		(4,980)
Total non-operating expense (income), net	1,607		(2,268)		(661)
Loss before income taxes	(86,350)		4,541		(81,809)
Provision for income taxes	81		(25)		56
Net loss	$	(86,431)	$	4,566	$	(81,865)

Basic and diluted net loss per common share	$	(7.89)	$	0.42	$	(7.47)

Other comprehensive loss:
Net loss	$	(86,431)	$	4,566	$	(81,865)
Change in foreign currency translation adjustment	(2,637)		(777)		(3,414)
Comprehensive loss	$	(89,068)	$	3,789	$	(85,279)

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited)

(in thousands)


	Three months ended March 31, 2023
	As Previously		Restatement
	Reported		Adjustments		As Restated

Cash flows from operating activities:
Net loss	$	(86,431)	$	4,566	$	(81,865)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	7,048		—		7,048
Stock-based compensation	12,180		(1,380)		10,800
Amortization of operating lease ROU assets	45,627		—		45,627

Gain on foreign exchange	(2,311)		—		(2,311)
Capitalization of paid-in-kind interest on long-term debt	6,345		—		6,345
Amortization of debt issuance costs	2		—		2
Amortization of debt discounts	368		—		368

Change in fair value of SPAC Warrants	110		—		110
Change in fair value of Earn Out Liability	(1,498)		—		(1,498)
Other operating activities	622		—		622
Changes in:
Accounts receivable, net	(1,962)		675		(1,287)
Prepaid expenses	3,055		—		3,055
Other current and non-current assets	332		—		332
Accounts payable	(2,026)		(389)		(2,415)
Accrued liabilities	(2,060)		1,317		(743)
Taxes payable	2,020		(31)		1,989
Deferred revenue	16,703		—		16,703
Operating lease ROU assets and operating lease liabilities, net	(33,695)		(4,607)		(38,302)
Other current and non-current liabilities	79		(2)		77
Net cash used in operating activities	(35,492)		149		(35,343)
Cash flows from investing activities:
Purchase of property and equipment	(6,924)		627		(6,297)
Capitalization of internal-use software	(554)		—		(554)
Net cash used in investing activities	(7,478)		627		(6,851)
Cash flows from financing activities:





Proceeds from exercise of stock options and common stock warrants	8		—		8
Net cash provided by financing activities	8		—		8
Effects of foreign exchange on cash	180		(776)		(596)
Net change in cash, cash equivalents, and restricted cash	(42,782)		—		(42,782)
Cash, cash equivalents, and restricted cash at beginning of year	289,186		—		289,186
Cash, cash equivalents, and restricted cash at end of year	$	246,404	$	—	$	246,404

CONDENSED CONSOLIDATED BALANCE SHEET (Unaudited)

(in thousands, except share data)


	June 30, 2023
	As Previously		Restatement
	Reported		Adjustments		As Restated
Assets
Current assets:
Cash and cash equivalents	$	177,444	$	—	$	177,444
Restricted cash	42,069		—		42,069
Total cash, cash equivalents and restricted cash	219,513		—		219,513
Accounts receivable, net of allowance	14,042		174		14,216
Prepaid expenses	8,786		710		9,496
Other current assets	11,516		(432)		11,084
Total current assets	253,857		452		254,309
Property and equipment, net	31,616		(2,458)		29,158
Operating lease ROU assets	1,308,719		(40,764)		1,267,955
Other non-current assets	13,667		(76)		13,591
Total assets	$	1,607,859	$	(42,846)	$	1,565,013

Liabilities and stockholders’ deficit
Current liabilities:
Accounts payable	$	19,878	$	—	$	19,878
Accrued liabilities	18,555		16,782		35,337
Taxes payable	15,476		(23)		15,453
Deferred revenue	59,858		—		59,858

Current operating lease liabilities	183,487		(6,976)		176,511
Total current liabilities	297,254		9,783		307,037
Non-current operating lease liabilities	1,259,207		25,971		1,285,178
Long-term debt, net	186,884		—		186,884
Other non-current liabilities	1,106		70		1,176
Total liabilities	1,744,451		35,824		1,780,275



Stockholders’ deficit:
Common stock(1)	1		—		1
Additional paid-in capital(1)	968,067		—		968,067
Cumulative translation adjustment	7,652		(1,420)		6,232
Accumulated deficit	(1,112,312)		(77,250)		(1,189,562)
Total stockholders’ deficit	(136,592)		(78,670)		(215,262)
Total liabilities and stockholders’ deficit	$	1,607,859	$	(42,846)	$	1,565,013

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited)

(in thousands, except share data)


	Three months ended June 30, 2023				Six months ended June 2023
	As Previously		Restatement				As Previously		Restatement
	Reported		Adjustments		As Restated		Reported		Adjustments		As Restated

Revenue	$	157,403	$	—	$	157,403	$	278,141	$	(1,235)	$	276,906
Costs and operating expenses:
Cost of revenue (excluding depreciation and amortization)	93,244		1,516		94,760		185,277		1,296		186,573
Operations and support	52,208		(1,668)		50,540		108,365		(4,315)		104,050
General and administrative	30,169		(251)		29,918		62,914		(525)		62,389
Research and development	5,563		—		5,563		12,143		(198)		11,945
Sales and marketing	18,231		—		18,231		34,067		(169)		33,898


Restructuring and other charges	—		(23)		(23)		2,130		(23)		2,107
Total costs and operating expenses	199,415		(426)		198,989		404,896		(3,934)		400,962
Loss from operations	(42,012)		426		(41,586)		(126,755)		2,699		(124,056)

Interest expense, net	6,155		—		6,155		11,862		—		11,862
Change in fair value of SPAC Warrants	(508)		—		(508)		(398)		—		(398)
Change in fair value of Earn Out Liability	(435)		—		(435)		(1,933)		—		(1,933)

Other income, net	(2,079)		(531)		(2,610)		(4,791)		(2,799)		(7,590)
Total non-operating expense (income), net	3,133		(531)		2,602		4,740		(2,799)		1,941
Loss before income taxes	(45,145)		957		(44,188)		(131,495)		5,498		(125,997)
Provision for income taxes	182		(186)		(4)		263		(211)		52
Net loss	$	(45,327)	$	1,143	$	(44,184)	$	(131,758)	$	5,709	$	(126,049)

Basic and diluted net loss per common share	$	(4.16)	$	0.11	$	(4.05)	$	(12.11)	$	0.53	$	(11.58)

Other comprehensive loss:
Net loss	$	(45,327)	$	1,143	$	(44,184)	$	(131,758)	$	5,709	$	(126,049)
Change in foreign currency translation adjustment	(2,696)		(685)		(3,381)		(5,333)		(1,462)		(6,795)
Comprehensive loss	$	(48,023)	$	458	$	(47,565)	$	(137,091)	$	4,247	$	(132,844)

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited)

(in thousands)


	Six months ended June 30, 2023
	As Previously		Restatement
	Reported		Adjustments		As Restated

Cash flows from operating activities:
Net loss	$	(131,758)	$	5,709	$	(126,049)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	13,026		—		13,026
Stock-based compensation	20,438		(1,380)		19,058
Amortization of operating lease ROU assets	82,999		—		82,999

Gain on foreign exchange	(4,378)		—		(4,378)
Capitalization of paid-in-kind interest on long-term debt	13,135		—		13,135
Amortization of debt issuance costs	4		—		4
Amortization of debt discounts	797		—		797

Change in fair value of SPAC Warrants	(398)		—		(398)
Change in fair value of Earn Out Liability	(1,933)		—		(1,933)
Other operating activities	1,028		—		1,028
Changes in:
Accounts receivable, net	(9,274)		675		(8,599)
Prepaid expenses	(538)		—		(538)
Other current and non-current assets	1,976		(878)		1,098
Accounts payable	3,637		(389)		3,248
Accrued liabilities	(1,920)		3,017		1,097
Taxes payable	1,161		(213)		948
Deferred revenue	17,963		—		17,963
Operating lease ROU assets and operating lease liabilities, net	(66,710)		(5,218)		(71,928)
Other current and non-current liabilities	(127)		—		(127)
Net cash used in operating activities	(60,872)		1,323		(59,549)
Cash flows from investing activities:
Purchase of property and equipment	(8,799)		138		(8,661)
Capitalization of internal-use software	(689)		—		(689)
Net cash used in investing activities	(9,488)		138		(9,350)
Cash flows from financing activities:





Proceeds from exercise of stock options and common stock warrants	8		—		8
Net cash provided by financing activities	8		—		8
Effects of foreign exchange on cash	679		(1,461)		(782)
Net change in cash, cash equivalents, and restricted cash	(69,673)		—		(69,673)
Cash, cash equivalents, and restricted cash at beginning of year	289,186		—		289,186
Cash, cash equivalents, and restricted cash at end of year	$	219,513	$	—	$	219,513

CONDENSED CONSOLIDATED BALANCE SHEET (Unaudited)

(in thousands, except share data)


	September 30, 2023
	As Previously		Restatement
	Reported		Adjustments		As Restated
Assets
Current assets:
Cash and cash equivalents	$	166,045	$	—	$	166,045
Restricted cash	41,188		—		41,188
Total cash, cash equivalents and restricted cash	207,233		—		207,233
Accounts receivable, net of allowance	9,105		251		9,356
Prepaid expenses	6,388		710		7,098
Other current assets	10,532		(3)		10,529
Total current assets	233,258		958		234,216
Property and equipment, net	28,462		(1,989)		26,473
Operating lease ROU assets	1,439,572		(52,819)		1,386,753
Other non-current assets	15,045		(177)		14,868
Total assets	$	1,716,337	$	(54,027)	$	1,662,310

Liabilities and stockholders’ deficit
Current liabilities:
Accounts payable	$	20,514	$	—	$	20,514
Accrued liabilities	24,694		4,420		29,114
Taxes payable	15,894		(503)		15,391
Deferred revenue	67,819		77		67,896
Current portion of long-term debt	1,000		—		1,000
Current operating lease liabilities	199,345		(10,107)		189,238
Total current liabilities	329,266		(6,113)		323,153
Non-current operating lease liabilities	1,382,693		23,748		1,406,441
Long-term debt, net	196,398		—		196,398
Other non-current liabilities	668		71		739
Total liabilities	1,909,025		17,706		1,926,731



Stockholders’ deficit:
Common stock(1)	1		—		1
Additional paid-in capital(1)	972,991		—		972,991
Cumulative translation adjustment	10,908		(1,129)		9,779
Accumulated deficit	(1,176,588)		(70,604)		(1,247,192)
Total stockholders’ deficit	(192,688)		(71,733)		(264,421)
Total liabilities and stockholders’ deficit	$	1,716,337	$	(54,027)	$	1,662,310

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited)

(in thousands, except share data)


	Three months ended September 30, 2023				Nine months ended September 30, 2023
	As Previously		Restatement				As Previously		Restatement
	Reported		Adjustments		As Restated		Reported		Adjustments		As Restated

Revenue	$	160,896	$	—	$	160,896	$	439,037	$	(1,235)	$	437,802
Costs and operating expenses:
Cost of revenue (excluding depreciation and amortization)	110,711		(7,337)		103,374		295,988		(6,041)		289,947
Operations and support	52,137		(1,761)		50,376		160,502		(6,076)		154,426
General and administrative	27,551		2,997		30,548		90,465		2,472		92,937
Research and development	5,344		—		5,344		17,487		(198)		17,289
Sales and marketing	20,996		—		20,996		55,063		(169)		54,894

Impairment losses	1,087		—		1,087		1,087		—		1,087
Restructuring and other charges	—		12		12		2,130		(11)		2,119
Total costs and operating expenses	217,826		(6,089)		211,737		622,722		(10,023)		612,699
Loss from operations	(56,930)		6,089		(50,841)		(183,685)		8,788		(174,897)

Interest expense, net	6,423		—		6,423		18,285		—		18,285
Change in fair value of SPAC Warrants	(276)		—		(276)		(674)		—		(674)
Change in fair value of Earn Out Liability	(209)		—		(209)		(2,142)		—		(2,142)

Other expense (income), net	1,032		(256)		776		(3,759)		(3,055)		(6,814)
Total non-operating expense, net	6,970		(256)		6,714		11,710		(3,055)		8,655
Loss before income taxes	(63,900)		6,345		(57,555)		(195,395)		11,843		(183,552)
Provision for income taxes	376		(301)		75		639		(512)		127
Net loss	$	(64,276)	$	6,646	$	(57,630)	$	(196,034)	$	12,355	$	(183,679)

Basic and diluted net loss per common share	$	(5.86)	$	0.60	$	(5.26)	$	(17.97)	$	1.13	$	(16.84)

Other comprehensive loss:
Net loss	$	(64,276)	6,646		(57,630)		$	(196,034)	12,355		$	(183,679)
Change in foreign currency translation adjustment	3,256		291		3,547		(2,078)		(1,171)		(3,249)
Comprehensive loss	$	(61,020)	$	6,937	$	(54,083)	$	(198,112)	$	11,184	$	(186,928)

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited)

(in thousands)


	Nine months ended September 30, 2023
	As Previously		Restatement
	Reported		Adjustments		As Restated

Cash flows from operating activities:
Net loss	$	(196,034)	$	12,355	$	(183,679)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	18,908		—		18,908
Stock-based compensation	25,362		(1,380)		23,982
Amortization of operating lease ROU assets	130,192		—		130,192
Impairment losses	1,087		—		1,087
Gain on foreign exchange	(2,445)		—		(2,445)
Capitalization of paid-in-kind interest on long-term debt	20,418		—		20,418
Amortization of debt issuance costs	6		—		6
Amortization of debt discounts	1,274		—		1,274

Change in fair value of SPAC Warrants	(674)		—		(674)
Change in fair value of Earn Out Liability	(2,142)		—		(2,142)
Other operating activities	897		—		897
Changes in:
Accounts receivable, net	(4,817)		598		(4,219)
Prepaid expenses	1,885		—		1,885
Other current and non-current assets	1,177		(1,206)		(29)
Accounts payable	4,433		(389)		4,044
Accrued liabilities	3,911		(9,345)		(5,434)
Taxes payable	1,706		(693)		1,013
Deferred revenue	25,651		77		25,728
Operating lease ROU assets and operating lease liabilities, net	(105,422)		1,483		(103,939)
Other current and non-current liabilities	589		1		590
Net cash used in operating activities	(74,038)		1,501		(72,537)
Cash flows from investing activities:
Purchase of property and equipment	(10,988)		(331)		(11,319)
Capitalization of internal-use software	(1,117)		—		(1,117)
Net cash used in investing activities	(12,105)		(331)		(12,436)
Cash flows from financing activities:

Repayment of debt and payment of early termination fees	(250)		—		(250)
Proceeds from issuance of debt	3,000		—		3,000


Proceeds from exercise of stock options and common stock warrants	8		—		8
Net cash provided by financing activities	2,758		—		2,758
Effects of foreign exchange on cash	1,432		(1,170)		262
Net change in cash, cash equivalents, and restricted cash	(81,953)		—		(81,953)
Cash, cash equivalents, and restricted cash at beginning of year	289,186		—		289,186
Cash, cash equivalents, and restricted cash at end of year	$	207,233	$	—	$	207,233

CONDENSED CONSOLIDATED BALANCE SHEET (Unaudited)

(in thousands, except share data)


	March 31, 2022
	As Previously		Restatement
	Reported		Adjustments		As Restated
Assets
Current assets:
Cash and cash equivalents	$	406,348	$	—	$	406,348
Restricted cash	683		—		683
Total cash, cash equivalents and restricted cash	407,031		—		407,031
Accounts receivable, net of allowance	1,336		158		1,494
Prepaid rent	3,380		(3,380)		—
Prepaid expenses	14,435		(3,068)		11,367
Other current assets	18,518		(9,634)		8,884
Total current assets	444,700		(15,924)		428,776
Property and equipment, net	35,243		(374)		34,869
Operating lease ROU assets	1,133,809		(4,643)		1,129,166
Other non-current assets	15,606		(745)		14,861
Total assets	$	1,629,358	$	(21,686)	$	1,607,672

Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	16,109	$	1,402	$	17,511
Accrued liabilities	25,313		(11,474)		13,839
Taxes payable	11,366		928		12,294
Deferred revenue	34,068		7,574		41,642

Current operating lease liabilities	143,014		(5,372)		137,642

Total current liabilities	229,870		(6,942)		222,928
Non-current operating lease liabilities	1,070,896		(11,832)		1,059,064
Long-term debt, net	156,722		—		156,722
Other non-current liabilities	35,882		(441)		35,441
Total liabilities	1,493,370		(19,215)		1,474,155



Stockholders’ equity:
Common stock(1)	1		—		1
Additional paid-in capital(1)	930,538		(985)		929,553
Cumulative translation adjustment	9,298		—		9,298
Accumulated deficit	(803,849)		(1,486)		(805,335)
Total stockholders’ equity	135,988		(2,471)		133,517
Total liabilities and stockholders’ equity	$	1,629,358	$	(21,686)	$	1,607,672

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited)

(in thousands, except share data)


	Three months ended March 31, 2022
	As Previously		Restatement
	Reported		Adjustments		As Restated

Revenue	$	80,466	$	1,479	$	81,945
Costs and operating expenses:
Cost of revenue (excluding depreciation and amortization)	73,896		759		74,655
Operations and support	48,267		(565)		47,702
General and administrative	36,981		(786)		36,195
Research and development	7,625		—		7,625
Sales and marketing	9,461		328		9,789

Total costs and operating expenses	176,230		(264)		175,966
Loss from operations	(95,764)		1,743		(94,021)

Interest expense, net	8,202		—		8,202
Change in fair value of SPAC Warrants	(14,895)		(441)		(15,336)
Change in fair value of Earn Out Liability	(73,177)		—		(73,177)
Change in fair value of share-settled redemption feature and gain on conversion of convertible notes	(29,512)		—		(29,512)
Other expense, net	2,624		—		2,624
Total non-operating income, net	(106,758)		(441)		(107,199)
Income before income taxes	10,994		2,184		13,178
Provision for income taxes	31		—		31
Net income	$	10,963	$	2,184	$	13,147

Basic and diluted net income per common share	$	1.24	$	0.25	$	1.49

Other comprehensive income:
Net income	$	10,963	2,184		$	13,147
Change in foreign currency translation adjustment	1,999		—		1,999
Comprehensive income	$	12,962	2,184		$	15,146

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited)

(in thousands)


	Three months ended March 31, 2022
	As Previously		Restatement
	Reported		Adjustments		As Restated

Cash flows from operating activities:
Net income	$	10,963	$	2,184	$	13,147
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	5,630		—		5,630
Stock-based compensation	6,680		(985)		5,695
Amortization of operating lease ROU assets	37,646		—		37,646
Impairment of ROU assets	—		—		—
Loss on foreign exchange	2,379		—		2,379

Amortization of debt issuance costs	8,750		—		8,750
Amortization of debt discounts	(3,007)		—		(3,007)
Change in fair value of share-settled redemption feature and gain on conversion of convertible notes	(29,512)		—		(29,512)
Change in fair value of SPAC Warrants	(14,895)		(441)		(15,336)
Change in fair value of Earn Out Liability	(73,177)		—		(73,177)
Other operating activities	682		—		682
Changes in:
Accounts receivable, net	3,233		(158)		3,075
Prepaid expenses	(9,408)		7,039		(2,369)
Other current and non-current assets	4,429		5,550		9,979
Accounts payable	(22,009)		1,008		(21,001)
Accrued liabilities	4,742		(11,474)		(6,732)
Taxes payable	2,963		928		3,891
Deferred revenue	15,253		9,094		24,347
Operating lease ROU assets and operating lease liabilities, net	(5,200)		(12,561)		(17,761)
Other current and non-current liabilities	3,165		—		3,165
Net cash used in operating activities	(50,693)		184		(50,509)
Cash flows from investing activities:
Purchase of property and equipment	(10,539)		(184)		(10,723)
Capitalization of internal-use software	(1,077)		—		(1,077)
Net cash used in investing activities	(11,616)		(184)		(11,800)
Cash flows from financing activities:
Proceeds from Delayed Draw Notes	159,225		—		159,225
Repayment of debt and payment of early termination fees	(27,745)		—		(27,745)

Proceeds from business combination and PIPE offering	325,928		—		325,928
Common stock issuance costs	(58,555)		—		(58,555)
Proceeds from exercise of stock options and common stock warrants	873		—		873
Net cash provided by financing activities	399,726		—		399,726
Effects of foreign exchange on cash	(327)		—		(327)
Net change in cash, cash equivalents, and restricted cash	337,090		—		337,090
Cash, cash equivalents, and restricted cash at beginning of year	69,941		—		69,941
Cash, cash equivalents, and restricted cash at end of year	$	407,031	$	—	$	407,031

CONDENSED CONSOLIDATED BALANCE SHEET (Unaudited)

(in thousands, except share data)


	June 30, 2022
	As Previously		Restatement
	Reported		Adjustments		As Restated
Assets
Current assets:
Cash and cash equivalents	$	359,500	$	—	$	359,500
Restricted cash	1,244		—		1,244
Total cash, cash equivalents and restricted cash	360,744		—		360,744
Accounts receivable, net of allowance	7,307		477		7,784
Prepaid rent	2,316		(2,316)		—
Prepaid expenses	9,854		591		10,445
Other current assets	18,996		(7,368)		11,628
Total current assets	399,217		(8,616)		390,601
Property and equipment, net	35,605		20		35,625
Operating lease ROU assets	1,109,208		114,484		1,223,692
Other non-current assets	15,384		(745)		14,639
Total assets	$	1,559,414	$	105,143	$	1,664,557

Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	15,423	$	2,688	$	18,111
Accrued liabilities	25,780		5,646		31,426
Taxes payable	12,533		961		13,494
Deferred revenue	37,749		6,615		44,364

Current operating lease liabilities	152,064		(36,409)		115,655

Total current liabilities	243,549		(20,499)		223,050
Non-current operating lease liabilities	1,050,285		136,857		1,187,142
Long-term debt, net	161,285		—		161,285
Other non-current liabilities	3,203		715		3,918
Total liabilities	1,458,322		117,073		1,575,395



Stockholders’ equity:
Common stock(1)	1		—		1
Additional paid-in capital(1)	936,223		(1,466)		934,757
Cumulative translation adjustment	14,383		—		14,383
Accumulated deficit	(849,515)		(10,464)		(859,979)
Total stockholders’ equity	101,092		(11,930)		89,162
Total liabilities and stockholders’ equity	$	1,559,414	$	105,143	$	1,664,557

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited)

(in thousands, except share data)


	Three months ended June 30, 2022				Six months ended June 2022
	As Previously		Restatement				As Previously		Restatement
	Reported		Adjustments		As Restated		Reported		Adjustments		As Restated

Revenue	$	121,322	$	(184)	$	121,138	$	201,788	$	1,295	$	203,083
Costs and operating expenses:
Cost of revenue (excluding depreciation and amortization)	79,187		8,848		88,035		153,083		9,607		162,690
Operations and support	54,003		(808)		53,195		102,270		(1,373)		100,897
General and administrative	31,277		(796)		30,481		68,258		(1,582)		66,676
Research and development	8,088		—		8,088		15,713		—		15,713
Sales and marketing	12,414		394		12,808		21,875		722		22,597
Restructuring and other charges	4,033		—		4,033		4,033		—		4,033
Total costs and operating expenses	189,002		7,638		196,640		365,232		7,374		372,606
Loss from operations	(67,680)		(7,822)		(75,502)		(163,444)		(6,079)		(169,523)

Interest expense, net	4,382		—		4,382		12,584		—		12,584
Change in fair value of SPAC Warrants	(9,419)		1,156		(8,263)		(24,314)		715		(23,599)
Change in fair value of Earn Out Liability	(23,345)		—		(23,345)		(96,522)		—		(96,522)
Change in fair value of share-settled redemption feature and gain on conversion of convertible notes	—		—		—		(29,512)		—		(29,512)
Other expense, net	6,251		—		6,251		8,875		—		8,875
Total non-operating income, net	(22,131)		1,156		(20,975)		(128,889)		715		(128,174)
Loss before income taxes	(45,549)		(8,978)		(54,527)		(34,555)		(6,794)		(41,349)
Provision for income taxes	117		—		117		148		—		148
Net loss	$	(45,666)	$	(8,978)	$	(54,644)	$	(34,703)	$	(6,794)	$	(41,497)

Basic and diluted net loss per common share	$	(4.25)	$	(0.83)	$	(5.08)	$	(3.51)	$	(0.69)	$	(4.20)

Other comprehensive loss:
Net loss	$	(45,666)	$	(8,978)	$	(54,644)	$	(34,703)	$	(6,794)	$	(41,497)
Change in foreign currency translation adjustment	5,085		—		5,085		7,084		—		7,084
Comprehensive loss	$	(40,581)	$	(8,978)	$	(49,559)	$	(27,619)	$	(6,794)	$	(34,413)

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited)

(in thousands)


	Six months ended June 30, 2022
	As Previously		Restatement
	Reported		Adjustments		As Restated

Cash flows from operating activities:
Net loss	$	(34,703)	$	(6,794)	$	(41,497)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	11,626		—		11,626
Stock-based compensation	11,734		(1,466)		10,268
Amortization of operating lease ROU assets	70,228		—		70,228

Loss on foreign exchange	6,458		—		6,458
Capitalization of paid-in-kind interest on long-term debt	4,253		—		4,253
Amortization of debt issuance costs	9,040		—		9,040
Amortization of debt discounts	(2,640)		—		(2,640)
Change in fair value of share-settled redemption feature and gain on conversion of convertible notes	(29,512)		—		(29,512)
Change in fair value of SPAC Warrants	(24,314)		715		(23,599)
Change in fair value of Earn Out Liability	(96,522)		—		(96,522)
Other operating activities	1,175		—		1,175
Changes in:
Accounts receivable, net	(2,941)		(477)		(3,418)
Prepaid expenses	(4,877)		2,316		(2,561)
Other current and non-current assets	3,317		3,284		6,601
Accounts payable	(22,382)		2,294		(20,088)
Accrued liabilities	6,895		5,646		12,541
Taxes payable	4,251		961		5,212
Deferred revenue	19,089		8,135		27,224
Operating lease ROU assets and operating lease liabilities, net	(24,264)		(14,036)		(38,300)
Other current and non-current liabilities	2,474		—		2,474
Net cash used in operating activities	(91,615)		578		(91,037)
Cash flows from investing activities:
Purchase of property and equipment	(16,145)		(578)		(16,723)
Capitalization of internal-use software	(2,236)		—		(2,236)
Net cash used in investing activities	(18,381)		(578)		(18,959)
Cash flows from financing activities:
Proceeds from Delayed Draw Notes	159,225		—		159,225
Repayment of debt and related fees	(27,745)		—		(27,745)

Proceeds from business combination and PIPE offering	325,928		—		325,928
Common stock issuance costs	(58,555)		—		(58,555)
Proceeds from exercise of stock options and common stock warrants	1,447		—		1,447
Net cash provided by financing activities	400,300		—		400,300
Effects of foreign exchange on cash	499		—		499
Net change in cash, cash equivalents, and restricted cash	290,803		—		290,803
Cash, cash equivalents, and restricted cash at beginning of year	69,941		—		69,941
Cash, cash equivalents, and restricted cash at end of year	$	360,744	$	—	$	360,744

CONDENSED CONSOLIDATED BALANCE SHEET (Unaudited)

(in thousands, except share data)


	September 30, 2022
	As Previously		Restatement
	Reported		Adjustments		As Restated
Assets
Current assets:
Cash and cash equivalents	$	317,324	$	—	$	317,324
Restricted cash	1,131		—		1,131
Total cash, cash equivalents and restricted cash	318,455		—		318,455
Accounts receivable, net of allowance	5,658		731		6,389

Prepaid expenses	7,530		591		8,121
Other current assets	10,435		(638)		9,797
Total current assets	342,078		684		342,762
Property and equipment, net	35,469		453		35,922
Operating lease ROU assets	1,139,713		100,787		1,240,500
Other non-current assets	15,272		(745)		14,527
Total assets	$	1,532,532	$	101,179	$	1,633,711

Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	9,236	$	1,030	$	10,266
Accrued liabilities	16,504		18,969		35,473
Taxes payable	14,368		984		15,352
Deferred revenue	49,431		2,080		51,511

Current operating lease liabilities	146,550		(9,220)		137,330
Other current liabilities	2,349		(2,080)		269
Total current liabilities	238,438		11,763		250,201
Non-current operating lease liabilities	1,082,412		101,332		1,183,744
Long-term debt, net	166,707		—		166,707
Other non-current liabilities	6,204		220		6,424
Total liabilities	1,493,761		113,315		1,607,076



Stockholders’ equity:
Common stock(1)	1		—		1
Additional paid-in capital(1)	942,758		(2,240)		940,518
Cumulative translation adjustment	19,216		—		19,216
Accumulated deficit	(923,204)		(9,896)		(933,100)
Total stockholders’ equity	38,771		(12,136)		26,635
Total liabilities and stockholders’ equity	$	1,532,532	$	101,179	$	1,633,711

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited)

(in thousands, except share data)


	Three months ended September 30, 2022				Nine months ended September 30, 2022
	As Previously		Restatement				As Previously		Restatement
	Reported		Adjustments		As Restated		Reported		Adjustments		As Restated

Revenue	$	124,526	$	2,072	$	126,598	$	326,314	$	3,367	$	329,681
Costs and operating expenses:
Cost of revenue (excluding depreciation and amortization)	76,884		6,301		83,185		229,967		15,908		245,875
Operations and support	55,586		(2,571)		53,015		157,856		(3,944)		153,912
General and administrative	33,016		(1,771)		31,245		101,274		(3,353)		97,921
Research and development	6,936		—		6,936		22,649		—		22,649
Sales and marketing	13,372		40		13,412		35,247		762		36,009
Restructuring and other charges	—		—		—		4,033		—		4,033
Total costs and operating expenses	185,794		1,999		187,793		551,026		9,373		560,399
Loss from operations	(61,268)		73		(61,195)		(224,712)		(6,006)		(230,718)

Interest expense, net	4,112		—		4,112		16,696		—		16,696
Change in fair value of SPAC Warrants	495		(495)		—		(23,819)		220		(23,599)
Change in fair value of Earn Out Liability	2,223		—		2,223		(94,299)		—		(94,299)
Change in fair value of share-settled redemption feature and gain on conversion of convertible notes	—		—		—		(29,512)		—		(29,512)
Other expense, net	5,175		—		5,175		14,050		—		14,050
Total non-operating expense (income), net	12,005		(495)		11,510		(116,884)		220		(116,664)
Loss before income taxes	(73,273)		568		(72,705)		(107,828)		(6,226)		(114,054)
Provision for income taxes	416		—		416		564		—		564
Net loss	$	(73,689)	$	568	$	(73,121)	$	(108,392)	$	(6,226)	$	(114,618)

Basic and diluted net loss per common share	$	(6.83)	$	0.05	$	(6.78)	$	(10.70)	$	(0.62)	$	(11.32)

Other comprehensive loss:
Net loss	$	(73,689)	$	568	$	(73,121)	$	(108,392)	$	(6,226)	$	(114,618)
Change in foreign currency translation adjustment	4,833		—		4,833		11,916		—		11,916
Comprehensive loss	$	(68,856)	$	568	$	(68,288)	$	(96,476)	$	(6,226)	$	(102,702)

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited)

(in thousands)


	Nine months ended September 30, 2022
	As Previously		Restatement
	Reported		Adjustments		As Restated

Cash flows from operating activities:
Net loss	$	(108,392)	$	(6,226)	$	(114,618)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	17,801		—		17,801
Stock-based compensation	18,139		(2,240)		15,899
Amortization of operating lease ROU assets	105,569		—		105,569

Loss on foreign exchange	13,092		—		13,092
Capitalization of paid-in-kind interest on long-term debt	12,544		—		12,544
Amortization of debt issuance costs	149		—		149
Amortization of debt discounts	3,374		—		3,374
Change in fair value of share-settled redemption feature and gain on conversion of convertible notes	(29,512)		—		(29,512)
Change in fair value of SPAC Warrants	(23,819)		220		(23,599)
Change in fair value of Earn Out Liability	(94,299)		—		(94,299)
Other operating activities	1,362		—		1,362
Changes in:
Accounts receivable, net	(1,560)		(731)		(2,291)
Prepaid expenses	(2,543)		—		(2,543)
Other current and non-current assets	10,750		(3,446)		7,304
Accounts payable	(28,401)		636		(27,765)
Accrued liabilities	2,295		18,969		21,264
Taxes payable	6,181		984		7,165
Deferred revenue	30,204		3,600		33,804
Operating lease ROU assets and operating lease liabilities, net	(58,493)		(8,675)		(67,168)
Other current and non-current liabilities	1,467		(2,080)		(613)
Net cash used in operating activities	(124,092)		1,011		(123,081)
Cash flows from investing activities:
Purchase of property and equipment	(23,579)		(1,011)		(24,590)
Capitalization of internal-use software	(2,510)		—		(2,510)
Net cash used in investing activities	(26,089)		(1,011)		(27,100)
Cash flows from financing activities:
Proceeds from Delayed Draw Notes	159,225		—		159,225
Repayment of debt and payment of early termination fees	(27,745)		—		(27,745)

Proceeds from business combination and PIPE offering	325,928		—		325,928
Common stock issuance costs	(58,555)		—		(58,555)
Proceeds from exercise of stock options and common stock warrants	1,702		—		1,702
Net cash provided by financing activities	400,555		—		400,555
Effects of foreign exchange on cash	(1,860)		—		(1,860)
Net change in cash, cash equivalents, and restricted cash	248,514		—		248,514
Cash, cash equivalents, and restricted cash at beginning of year	69,941		—		69,941
Cash, cash equivalents, and restricted cash at end of year	$	318,455	$	—	$	318,455

CONSOLIDATED BALANCE SHEETS (Parenthetical) $ in Thousands	Sep. 20, 2023	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)
Statement of Financial Position [Abstract]
Accounts receivable, allowance for credit loss		$ 6,196	$ 972	$ 4,127
Conversion ratio	0.05

Related Party Transactions	12 Months Ended
Related Party Transactions	Dec. 31, 2023
Related Party Transactions [Abstract]
Related Party Transactions	Related Party Transactions The Company did not have any material related party transactions in the year ended December 31, 2023. Additionally, all related party transactions that occurred during the year ended December 31, 2022 occurred prior to the consummation of the Business Combination and were satisfied in full prior to the consummation of the Business Combination; as a result, no such related party balances were included on the Company’s consolidated balance sheets as of December 31, 2022.

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-2

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147480990/946-20-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//850/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
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-Name Accounting Standards Codification
-Section 50
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-6

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
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-Paragraph 1
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-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

Property, Plant and Equipment [Abstract]

Property and equipment, net (Tables)

12 Months Ended

Dec. 31, 2023

Schedule of Property and Equipment, net

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


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

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


	December 31,
	2023		2022
Furniture and fixtures	$	80,029	$	72,483
Computers and software	12,026		11,013
Internal-use software	15,988		14,185
Office equipment and other	716		722
Leasehold improvements	5,054		1,995
Construction-in-progress (1)	777		1,435
Property and equipment	114,590		101,833
Less: accumulated depreciation	(91,815)		(69,227)
Property and equipment, net	$	22,775	$	32,606

(1) Primarily includes costs for internal-use software.

Subsequent Events - Reduction in Force (Details) $ in Thousands	3 Months Ended						6 Months Ended		9 Months Ended		12 Months Ended
	Mar. 31, 2024 USD ($) corporateRole	Sep. 30, 2023 USD ($)	Jun. 30, 2023 USD ($)	Mar. 31, 2023 USD ($)	Sep. 30, 2022 USD ($)	Jun. 30, 2022 USD ($)	Jun. 30, 2023 USD ($)	Jun. 30, 2022 USD ($)	Sep. 30, 2023 USD ($)	Sep. 30, 2022 USD ($)	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)
Subsequent Event [Line Items]
Pre-tax restructuring costs		$ 12	$ (23)	$ 2,130	$ 0	$ 4,033	$ 2,107	$ 4,033	$ 2,119	$ 4,033	$ 2,119	$ 4,033	$ 0
Subsequent Event \| Reduction in Force
Subsequent Event [Line Items]
Reduction in force (employees) \| corporateRole	106
Reduction of existing roles	17.00%
Estimated annualized cost savings	$ 11,000
Pre-tax restructuring costs	3,000
Payments for Restructuring	$ 3,000

Fair Value Measurement and Financial Instruments

12 Months Ended

Dec. 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 in active markets. These are typically obtained from real-time quotes for transactions in active exchange markets involving identical assets.

Level 2: Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs are observable in active markets.

Level 3: Valuations derived from valuation techniques in which one or more significant inputs are unobservable.

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”), of which every 20 warrants are exercisable for one share of common stock at a price of $230.00 per common 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 December 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 December 31, 2023 and December 31, 2022 the Company used the Public Warrants stock price to value all SPAC Warrants.

At December 31, 2023, the SPAC Warrants were valued at $0.02 per warrant.

Refer to Note 10, 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 725,000 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 December 31, 2023, the Company used a Monte Carlo simulation methodology to value the Earn Out Liability using Level 3 inputs. The key assumptions used in the Monte Carlo simulation are related to expected share-price volatility of 80.0%, expected term of 3.54 years, risk-free interest rate of 4.0%, and dividend yield of 0%. The expected volatility at December 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 8, Debt) was estimated by separating the Delayed Draw Notes (as defined in Note 8, Debt) into the debt and warrants components and assigning a fair value to each component. The value assigned to the debt component was the estimated fair value as of the issuance date of similar debt without the warrants. The value assigned to the Delayed Draw Warrants component was estimated using the Black-Scholes option-pricing model using Level 3 inputs and was considered to be non-recurring in nature, in accordance with ASC 820, Fair Value Measurement. The warrants component was recorded as a debt discount, which is amortized using the effective interest method over the period from the date of issuance through the maturity date. Upon consummation of the Business Combination, the fair value of the Delayed Draw Warrants was $5.6 million and was included in additional paid in capital in the consolidated balance sheets.

Recurring Fair Value Measurements

At December 31, 2023, the Earn Out Liability and Public Warrants liability were included in other non-current liabilities in the consolidated balance sheets. The following table presents fair value information for liabilities measured at fair value on a recurring basis as of December 31, 2023 (in thousands):


	Level 1		Level 2		Level 3		Total
Earn Out Liability	$	—	$	—	$	45	$	45
Public Warrants	290		—		—		290
Total liabilities measured at fair value	$	290	$	—	$	45	$	335

At December 31, 2022, the Earn Out Liability and Public Warrants liability were included in other non-current liabilities in the consolidated balance sheets. The following table presents fair value information for liabilities measured at fair value on a recurring basis as of December 31, 2022 (in thousands):


	Level 1		Level 2		Level 3		Total
Earn Out Liability	$	—	$	—	$	2,417	$	2,417
Public Warrants	905		—		—		905

Total liabilities measured at fair value	$	905	$	—	$	2,417	$	3,322

The following table represents changes in the Company’s Level 3 liabilities measured at fair value on a recurring basis for the year ended December 31, 2023 (in thousands):


	Level 3
Beginning balance, at January 1, 2023	$	2,417


Change in fair value of Earn Out Liability	(2,372)



Ending balance, at December 31, 2023	$	45

The following table presents changes in the Company’s Level 3 liabilities measured at fair value on a recurring basis for the year ended December 31, 2022 (in thousands):


	Level 3
Beginning balance, at January 1, 2022	$	33,610
Recognition of Earn Out Liability	98,117
Private Placement Warrants liability recognized upon consummation of Business Combination	14,465
Decrease in fair value of Earn Out Liability	(95,700)
Decrease in fair value of share-settled redemption feature upon conversion of Convertible Notes	(30,322)
Decrease in fair value of Private Placement Warrants Liability	(14,465)
Conversion of preferred stock warrant liabilities to equity	(3,288)
Ending balance, at December 31, 2022	$	2,417

As discussed above, other than the transfer of the Private Placement Warrants when they became Public Warrants in 2022, there were no other transfers of financial instruments between valuation levels during the years ended December 31, 2023 and 2022.

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 (income), net, on the consolidated statements of operations and comprehensive loss.

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.

Warrants and Stockholders' Deficit - Narrative (Details)
$ / shares in Units, $ in Thousands

3 Months Ended

6 Months Ended

9 Months Ended

12 Months Ended

Sep. 20, 2023

$ / shares

Jan. 18, 2022

USD ($)

$ / shares

Sep. 30, 2023

USD ($)

Jun. 30, 2023

USD ($)

Mar. 31, 2023

USD ($)

Sep. 30, 2022

USD ($)

Jun. 30, 2022

USD ($)

Mar. 31, 2022

USD ($)

Jun. 30, 2023

USD ($)

Jun. 30, 2022

USD ($)

Sep. 30, 2023

USD ($)

Sep. 30, 2022

USD ($)

Dec. 31, 2023

USD ($)

$ / shares

Dec. 31, 2022

USD ($)

Dec. 31, 2021

USD ($)

Jun. 10, 2024

$ / shares

Sep. 19, 2023

Jan. 31, 2022

Dec. 10, 2021

$ / shares

Exchange rate

1.4686

Issuance of common stock upon exercise of common stock warrants

0.05

$ 120

Reclassification of warrants from liability to equity

$ 2,100

$ 230.00

Shares authorized (in shares) | shares

$ (276)

$ (508)

$ 110

$ 0

$ (8,263)

$ (15,336)

$ (398)

$ (23,599)

$ (674)

$ (23,599)

$ 0

2,148

272,000,000

Preferred stock, shares authorized (in shares) | shares

250,000,000

Preferred stock par value (in dollars per share) | $ / shares

$ 0.0001

Sonder Legacy Warrants

1,243

Delayed Draw Warrants

123,750

Delayed Draw Warrants | Subsequent Event

$ 250.00

475,264

$ 0.01

Term of warrants

5 years

SPAC Warrants

$ 0.02

Warrant liability

$ 300

Private Placement Warrants

(25,190)

230.00

Public Warrants

$ 230.00

Warrant liability

900

Additional Paid-in Capital

$ 12,200

11,100

Warrants fair value

$ 23,700

Issuance of common stock upon exercise of common stock warrants

^[1]

$ 120

Additional Paid-in Capital | Sonder Legacy Warrants

Issuance of common stock upon exercise of common stock warrants

1,200

Additional Paid-in Capital | Delayed Draw Warrants

^[1]

$ 1,243

Former Series C And D Preferred Stock Warrants

$ 5,600

Post-Combination Exchangeable Common Stock

21,281

Number of shares converted (in shares) | shares

7,761

Common stock, shares authorized (in shares) | shares

2,000,000

Post-Combination Exchangeable Common Stock | Common Stock

Issuance of common stock upon exercise of common stock warrants

$ 49,700

Shares issued upon conversion (in shares) | shares

1,616,767

Common Stock

Issuance of common stock upon exercise of common stock warrants

$ 518,800

Common stock, shares authorized (in shares) | shares

20,000,000

400,000,000

Common Stock | Common Stock

Number of shares converted (in shares) | shares

^[1]

4,117

General Common Stock

Common stock, shares authorized (in shares) | shares

22,000,000

Special Voting Stock

Common stock, shares authorized (in shares) | shares

2,000,000

40,000,000

[1]	Prior period balances have been adjusted to reflect the Reverse Stock Split at a ratio of 1-for-20 that became effective on September 20, 2023. See Note 1, Basis of Presentation, for additional information regarding the Reverse Stock Split.

Debt (Tables)

12 Months Ended

Dec. 31, 2023

Debt Disclosure [Abstract]

Schedule of Long-term Debt, Net

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


	December 31, 2023		December 31, 2022
Delayed Draw Notes Purchase Agreement, including capitalized PIK interest	$	180,199	$	183,245
EFA	2,500		—
Less: debt discount related to Delayed Draw Warrants, net of amortization	(3,908)		(4,945)
Less: unamortized deferred issuance costs	(8,581)		(5,350)
Total debt, net	$	170,210	$	172,950
Less: current portion of long-term debt	(168,710)		—
Total long-term debt, net	$	1,500	$	172,950

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.

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
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Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
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Business Combination and Asset Acquisition [Abstract]

Business Combination

12 Months Ended

Dec. 31, 2023

Business Combination

On January 18, 2022, the Company closed the previously announced Business Combination pursuant to the Agreement and Plan of Merger, dated April 29, 2021 (as amended by the Amendment No. 1 to the Agreement and Plan of Merger, dated as of October 27, 2021 (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”) (following the conversion of each issued and outstanding share of Legacy Sonder’s preferred stock and the convertible promissory notes issued by Legacy Sonder to certain purchasers pursuant to the Note Purchase Agreement, dated March 12, 2021, as amended, into shares of Legacy Sonder Common Stock prior to the effective time of the First Merger), received approximately 7,027,202 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 1,616,767 shares of the newly created Post-Combination Special Voting Common Stock, par value $0.0001 per share (“Post-Combination Special Voting Common Stock”), pursuant to the recapitalization exchange ratio of 1.4686 shares for each share of Legacy Sonder Special Voting Common Stock held;

•holders of Series AA Common Exchangeable Preferred Shares (“Legacy Sonder Canada Exchangeable Common Shares”) of Sonder Canada Inc., a corporation existing under the laws of the province of Québec (“Legacy Sonder Canada”) received Post-Combination Exchangeable Common Stock whose terms provide: (i) for a deferral of any mandatory exchange caused by the Business Combination for a period of at least 12 months from the closing date of the Business Combination, and (ii) that such Post-Combination Exchangeable Common Stock shall be exchangeable for Common Stock upon the completion of the Business Combination; and

•holders of options to purchase Legacy Sonder Common Stock (“Legacy Sonder Stock Options”) received options to acquire approximately 1,526,777 shares of Company’s Common Stock (“Rollover Options”), pursuant to the option exchange ratio of 1.5444 shares for each share of Legacy Sonder Stock Options held.

As a result of the above, the share figures in the consolidated statement of mezzanine equity and stockholders’ deficit for the year ended December 31, 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.

In addition to the consideration paid upon consummation of the Business Combination, immediately prior to consummation of the Business Combination, holders of Legacy Sonder Common Stock, Legacy Sonder Canada Exchangeable Common Shares, and warrants of Legacy Sonder were entitled to receive their pro-rata share of up to an aggregate of 725,000 additional shares of Common Stock as consideration as a result of the Common Stock achieving certain benchmark share prices as contemplated by the Merger Agreement.

The Business Combination was accounted for as a reverse recapitalization. Under this method of accounting, GMII was treated as the acquired company for financial statement reporting purposes. Following consummation of the Business Combination, the Company’s Common Stock and the Company’s Public Warrants began trading on the Nasdaq Global Select Market under the symbols “SOND” and “SONDW,” respectively.

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

Pursuant to subscription agreements entered into in connection with the Merger Agreement, certain investors agreed to subscribe for an aggregate of 1,610,839 newly issued shares of Class A Stock (which became common stock upon the effectiveness of the Amended and Restated Certificate of Incorporation) for a purchase price of $309.4 million (the “PIPE Investment”). Upon consummation of the Business Combination, the Company consummated the PIPE Investment.


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

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

Revenue - Schedule of Disaggregated Revenue by Channel (Details) - USD ($) $ in Thousands	3 Months Ended						6 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2023	Jun. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Disaggregation of Revenue [Line Items]
Total revenue	$ 160,896	$ 157,403	$ 119,503	$ 126,598	$ 121,138	$ 81,945	$ 276,906	$ 203,083	$ 437,802	$ 329,681	$ 602,066	$ 464,978	$ 234,145
Direct revenue
Disaggregation of Revenue [Line Items]
Total revenue											282,923	221,683	120,617
Indirect revenue
Disaggregation of Revenue [Line Items]
Total revenue											$ 319,143	$ 243,295	$ 113,528

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

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.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Name Accounting Standards Codification
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-Publisher FASB
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
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-URI https://asc.fasb.org//1943274/2147479806/606-10-50-4

Error Corrections and Prior Period Adjustments Restatement [Line Items]

Restatement of Previously Issued Financial Statements - CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Details) - USD ($)
$ / shares in Units, $ in Thousands

3 Months Ended

6 Months Ended

9 Months Ended

12 Months Ended

Sep. 30, 2023

Jun. 30, 2023

Mar. 31, 2023

Sep. 30, 2022

Jun. 30, 2022

Mar. 31, 2022

Jun. 30, 2023

Jun. 30, 2022

Sep. 30, 2023

Sep. 30, 2022

Dec. 31, 2023

Dec. 31, 2022

Dec. 31, 2021

$ 160,896

$ 157,403

$ 119,503

$ 126,598

$ 121,138

$ 81,945

$ 276,906

$ 203,083

$ 437,802

$ 329,681

$ 602,066

$ 464,978

$ 234,145

Cost of revenue (excluding depreciation and amortization)

103,374

94,760

91,813

83,185

88,035

74,655

186,573

162,690

289,947

245,875

392,898

327,607

202,323

50,376

50,540

53,510

53,015

53,195

47,702

104,050

100,897

154,426

153,912

212,913

204,026

143,083

30,548

29,918

32,471

31,245

30,481

36,195

62,389

66,676

92,937

97,921

112,082

131,877

105,671

5,344

5,563

6,382

6,936

8,088

7,625

11,945

15,713

17,289

22,649

22,365

28,612

19,091

20,996

18,231

15,667

13,412

12,808

9,789

33,898

22,597

54,894

36,009

78,566

52,672

23,490

1,087

59,165

82,050

(23)

2,130

4,033

2,107

4,033

2,119

4,033

2,119

4,033

211,737

198,989

201,973

187,793

196,640

175,966

400,962

372,606

612,699

560,399

880,108

830,877

493,658

(50,841)

(41,586)

(82,470)

(61,195)

(75,502)

(94,021)

(124,056)

(169,523)

(174,897)

(230,718)

(278,042)

(365,899)

(259,513)

6,423

6,155

5,707

4,112

4,382

8,202

11,862

12,584

18,285

16,696

25,409

21,505

44,090

(615)

(25,190)

Change in fair value of share-settled redemption feature and gain on conversion of convertible notes

(209)

(435)

(1,498)

2,223

(23,345)

(73,177)

(1,933)

(96,522)

(2,142)

(94,299)

(2,372)

(95,700)

(29,512)

776

(2,610)

(4,980)

5,175

6,251

2,624

(7,590)

8,875

(6,814)

14,050

(3,863)

7,407

(9,890)

6,714

2,602

(661)

11,510

(20,975)

(107,199)

1,941

(128,174)

8,655

(116,664)

18,559

(121,490)

34,200

(57,555)

(44,188)

(81,809)

(72,705)

(54,527)

13,178

(125,997)

(41,349)

(183,552)

(114,054)

(296,601)

(244,409)

(293,713)

(4)

416

117

148

127

564

(933)

622

242

Basic net loss per common share (in dollars per share)

$ (57,630)

$ (44,184)

$ (81,865)

$ (73,121)

$ (54,644)

$ 13,147

$ (126,049)

$ (41,497)

$ (183,679)

$ (114,618)

$ (295,668)

$ (245,031)

$ (293,955)

$ (5.26)

$ (4.05)

$ (7.47)

$ (6.78)

$ (5.08)

$ 1.49

$ (11.58)

$ (4.20)

$ (16.84)

$ (11.32)

$ (27.04)

^[1]

$ (23.79)

^[1]

$ (499.67)

^[1]

Diluted net loss per common share (in dollars per share)

$ (5.26)

$ (4.05)

$ (7.47)

$ (6.78)

$ (5.08)

$ 1.49

$ (11.58)

$ (4.20)

$ (16.84)

$ (11.32)

$ (27.04)

^[1]

$ (23.79)

^[1]

$ (499.67)

^[1]

$ (57,630)

$ (44,184)

$ (81,865)

$ (73,121)

$ (54,644)

$ 13,147

$ (126,049)

$ (41,497)

$ (183,679)

$ (114,618)

$ (295,668)

$ (245,031)

$ (293,955)

3,547

(3,381)

(3,414)

4,833

5,085

1,999

(6,795)

7,084

(3,249)

11,916

(8,050)

5,727

1,633

(54,083)

(47,565)

(85,279)

(68,288)

(49,559)

15,146

(132,844)

(34,413)

(186,928)

(102,702)

$ (303,718)

(239,304)

(292,322)

Error Corrections and Prior Period Adjustments Restatement [Line Items]

160,896

157,403

120,738

124,526

121,322

80,466

278,141

201,788

439,037

326,314

461,083

232,944

Cost of revenue (excluding depreciation and amortization)

110,711

93,244

92,033

76,884

79,187

73,896

185,277

153,083

295,988

229,967

320,016

201,445

52,137

52,208

56,157

55,586

54,003

48,267

108,365

102,270

160,502

157,856

211,081

142,728

27,551

30,169

32,745

33,016

31,277

36,981

62,914

68,258

90,465

101,274

132,445

106,135

5,344

5,563

6,580

6,936

8,088

7,625

12,143

15,713

17,487

22,649

28,896

19,091

20,996

18,231

15,836

13,372

12,414

9,461

34,067

21,875

55,063

35,247

51,224

23,490

1,087

2,130

4,033

2,130

4,033

2,130

4,033

217,826

199,415

205,481

185,794

189,002

176,230

404,896

365,232

622,722

551,026

747,695

492,889

(56,930)

(42,012)

(84,743)

(61,268)

(67,680)

(95,764)

(126,755)

(163,444)

(183,685)

(224,712)

(286,612)

(259,945)

6,423

6,155

5,707

4,112

4,382

8,202

11,862

12,584

18,285

16,696

21,505

44,090

(25,260)

Change in fair value of share-settled redemption feature and gain on conversion of convertible notes

(209)

(435)

(1,498)

2,223

(23,345)

(73,177)

(1,933)

(96,522)

(2,142)

(94,299)

(95,700)

(29,512)

1,032

(2,079)

(2,712)

5,175

6,251

2,624

(4,791)

8,875

(3,759)

14,050

7,564

(9,890)

6,970

3,133

1,607

12,005

(22,131)

(106,758)

4,740

(128,889)

11,710

(116,884)

(121,403)

34,200

(63,900)

(45,145)

(86,350)

(73,273)

(45,549)

10,994

(131,495)

(34,555)

(195,395)

(107,828)

(165,209)

(294,145)

376

182

416

117

263

148

639

564

533

242

Basic net loss per common share (in dollars per share)

$ (64,276)

$ (45,327)

$ (86,431)

$ (73,689)

$ (45,666)

$ 10,963

$ (131,758)

$ (34,703)

$ (196,034)

$ (108,392)

$ (165,742)

$ (294,387)

$ (5.86)

$ (4.16)

$ (7.89)

$ (6.83)

$ (4.25)

$ 1.24

$ (12.11)

$ (3.51)

$ (17.97)

$ (10.70)

$ (16.09)

$ (500.41)

Diluted net loss per common share (in dollars per share)

$ (5.86)

$ (4.16)

$ (7.89)

$ (6.83)

$ (4.25)

$ 1.24

$ (12.11)

$ (3.51)

$ (17.97)

$ (10.70)

$ (16.09)

$ (500.41)

$ (64,276)

$ (45,327)

$ (86,431)

$ (73,689)

$ (45,666)

$ 10,963

$ (131,758)

$ (34,703)

$ (196,034)

$ (108,392)

$ (165,742)

$ (294,387)

3,256

(2,696)

(2,637)

4,833

5,085

1,999

(5,333)

7,084

(2,078)

11,916

5,686

1,633

(61,020)

(48,023)

(89,068)

(68,856)

(40,581)

12,962

(137,091)

(27,619)

(198,112)

(96,476)

(160,056)

(292,754)

Error Corrections and Prior Period Adjustments Restatement [Line Items]

(1,235)

2,072

(184)

1,479

(1,235)

1,295

(1,235)

3,367

3,895

1,201

Cost of revenue (excluding depreciation and amortization)

(7,337)

1,516

(220)

6,301

8,848

759

1,296

9,607

(6,041)

15,908

7,591

878

(1,761)

(1,668)

(2,647)

(2,571)

(808)

(565)

(4,315)

(1,373)

(6,076)

(3,944)

(7,055)

355

2,997

(251)

(274)

(1,771)

(796)

(786)

(525)

(1,582)

2,472

(3,353)

(568)

(464)

(198)

(284)

(169)

394

328

(169)

722

(169)

762

1,448

82,050

(23)

(11)

(6,089)

(426)

(3,508)

1,999

7,638

(264)

(3,934)

7,374

(10,023)

9,373

83,182

769

6,089

426

2,273

(7,822)

1,743

2,699

(6,079)

8,788

(6,006)

(79,287)

432

Change in fair value of share-settled redemption feature and gain on conversion of convertible notes

(256)

(531)

(2,268)

(2,799)

(3,055)

(157)

(256)

(531)

(2,268)

(495)

1,156

(441)

(2,799)

715

(3,055)

220

(87)

6,345

957

4,541

568

(8,978)

2,184

5,498

(6,794)

11,843

(6,226)

(79,200)

432

(301)

(186)

(25)

(211)

(512)

Basic net loss per common share (in dollars per share)

$ 6,646

$ 1,143

$ 4,566

$ 568

$ (8,978)

$ 2,184

$ 5,709

$ (6,794)

$ 12,355

$ (6,226)

$ (79,289)

$ 432

$ 0.60

$ 0.11

$ 0.42

$ 0.05

$ (0.83)

$ 0.25

$ 0.53

$ (0.69)

$ 1.13

$ (0.62)

$ (7.70)

$ 0.74

Diluted net loss per common share (in dollars per share)

$ 0.60

$ 0.11

$ 0.42

$ 0.05

$ (0.83)

$ 0.25

$ 0.53

$ (0.69)

$ 1.13

$ (0.62)

$ (7.70)

$ 0.74

$ 6,646

$ 1,143

$ 4,566

$ 568

$ (8,978)

$ 2,184

$ 5,709

$ (6,794)

$ 12,355

$ (6,226)

$ (79,289)

$ 432

291

(685)

(777)

(1,462)

(1,171)

Schedule of Financial Liabilities Measured on Recurring Basis

$ 6,937

$ 458

$ 3,789

$ 568

$ (8,978)

$ 2,184

$ 4,247

$ (6,794)

$ 11,184

$ (6,226)

$ (79,248)

$ 432

[1]	Prior period balances have been adjusted to reflect the Reverse Stock Split at a ratio of 1-for-20 that became effective on September 20, 2023. See Note 1, Basis of Presentation, for additional information regarding the Reverse Stock Split.

Fair Value Measurement and Financial Instruments (Tables)

12 Months Ended

Dec. 31, 2023

Fair Value Disclosures [Abstract]

The following table presents fair value information for liabilities measured at fair value on a recurring basis as of December 31, 2023 (in thousands):


	Level 1		Level 2		Level 3		Total
Earn Out Liability	$	—	$	—	$	45	$	45
Public Warrants	290		—		—		290
Total liabilities measured at fair value	$	290	$	—	$	45	$	335


	Level 1		Level 2		Level 3		Total
Earn Out Liability	$	—	$	—	$	2,417	$	2,417
Public Warrants	905		—		—		905

Total liabilities measured at fair value	$	905	$	—	$	2,417	$	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 on a recurring basis for the year ended December 31, 2023 (in thousands):


	Level 3
Beginning balance, at January 1, 2023	$	2,417


Change in fair value of Earn Out Liability	(2,372)



Ending balance, at December 31, 2023	$	45

The following table presents changes in the Company’s Level 3 liabilities measured at fair value on a recurring basis for the year ended December 31, 2022 (in thousands):


	Level 3
Beginning balance, at January 1, 2022	$	33,610
Recognition of Earn Out Liability	98,117
Private Placement Warrants liability recognized upon consummation of Business Combination	14,465
Decrease in fair value of Earn Out Liability	(95,700)
Decrease in fair value of share-settled redemption feature upon conversion of Convertible Notes	(30,322)
Decrease in fair value of Private Placement Warrants Liability	(14,465)
Conversion of preferred stock warrant liabilities to equity	(3,288)
Ending balance, at December 31, 2022	$	2,417

Debt

12 Months Ended

Dec. 31, 2023

Debt Disclosure [Abstract]

Debt

Delayed Draw Notes Purchase Agreement

On December 10, 2021, the Company entered into a note and warrant purchase agreement (the “Delayed Draw Notes Purchase Agreement”) with certain private placement investors (“Purchasers”) for the sale of delayed draw notes in aggregate of $165.0 million to be available to the Company following the consummation of the Business Combination (the “Delayed Draw Notes”). The Delayed Draw Notes Purchase Agreement also provided for the issuance of warrants to purchase an aggregate of 123,750 shares of the Company’s common stock with an exercise price of $250.00 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 123,750 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 9.0% payable in cash. At December 31, 2023, the effective interest rate of the Delayed Draw Notes was 17.4%. For the first two years, the Company elected payment-in-kind (“PIK”) 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.

On December 21, 2022, the Company entered into an amendment (the “First Notes Amendment”), between various obligors, guarantors, investors, and the collateral agent, which amended the Note and Warrant Purchase Agreement dated December 10, 2021. Among other things, the First Notes Amendment provided additional flexibility to the Company and its subsidiaries under certain of the negative covenants in the Purchase Agreement, including to permit transactions contemplated by the Loan Agreement and the Existing HSBC Letters of Credit and related cash collateral.

On November 6, 2023, the Company entered into an amendment (the “Second Notes Amendment”), which amended the Note and Warrant Purchase Agreement and the First Notes Amendment which: (i) extended the ability to pay interest in kind on the Delayed Draw Notes through July 19, 2024, (ii) provided for the repayment by the Company of $30.0 million of the outstanding principal amount of the Delayed Draw Notes, plus a prepayment premium of approximately $4.3 million, and (iii) added a minimum liquidity covenant and a minimum free cash flow covenant, each as more fully detailed in the amendment.

On June 10, 2024, the Company entered into an amendment (the “Third Notes Amendment”) which amended the Delayed Draw Notes Purchase Agreement, the First Notes Amendment, and the Second Notes Amendment. See Note 18, Subsequent Events, for additional information regarding the Third Notes Amendment.

On July 12, 2024, the Company entered into an amendment (the “Fourth Notes Amendment”) which amended the Delayed Draw Notes Purchase Agreement, the First Notes Amendment, the Second Notes Amendment, and the Third Notes Amendment. See Note 18, Subsequent Events, for additional information regarding the Fourth Notes Amendment.

On August 13, 2024, the Company entered into an amendment (the “Fifth Notes Amendment”) which amended the Delayed Draw Notes Purchase Agreement, the First Notes Amendment, the Second Notes Amendment, the Third Notes Amendment, and the Fourth Notes Amendment. See Note 18, Subsequent Events, for additional information regarding the Fifth Notes Amendment.

Going Concern Considerations and Potential Event of Default for Delayed Draw Notes Purchase Agreement

We are in discussions with the Purchasers under the Delayed Draw Notes Purchase Agreement to obtain a waiver for this potential Event of Default. We have reclassified the balances associated with our Delayed Draw Notes as of December 31, 2023 from long-term debt, net to current portion of long-term debt, net, which includes all related debt discount and unamortized deferred issuance costs, to reflect the potential Event of Default under the Delayed Draw Notes Purchase Agreement.

Equipment Financing Agreement

On July 25, 2023, the Company entered into a master equipment financing agreement (the “EFA”), which is accounted for as debt. In accordance with the agreement, the Company received approximately $3.0 million in exchange for conveying an interest in certain furniture, fixtures, and equipment (“FF&E”). The EFA contains customary terms and events of default and provides for 12 quarterly payments with an effective interest rate of approximately 12.8% as of December 31, 2023, which includes a balloon payment at the end of the term. The agreement matures in July 2026. Upon maturity, all interest in the subject FF&E will revert back to the Company.

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


	December 31, 2023		December 31, 2022
Delayed Draw Notes Purchase Agreement, including capitalized PIK interest	$	180,199	$	183,245
EFA	2,500		—
Less: debt discount related to Delayed Draw Warrants, net of amortization	(3,908)		(4,945)
Less: unamortized deferred issuance costs	(8,581)		(5,350)
Total debt, net	$	170,210	$	172,950
Less: current portion of long-term debt	(168,710)		—
Total long-term debt, net	$	1,500	$	172,950

At December 31, 2023, the current portion of long-term debt consisted of $167.7 million in principal on the Delayed Draw Notes Purchase Agreement and $1.0 million in principal on the EFA. The Company did not have any portion of long term debt that was current at December 31, 2022.

Convertible Notes

In January 2022, upon consummation of the Business Combination, the outstanding principal and accrued and unpaid interest of the Company’s convertible notes were automatically converted into 950,855 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 & Trust Company) (the “2022 Loan and Security Agreement”) for a revolving line of credit in an aggregate principal balance of $60.0 million with a maturity date of December 21, 2025. The facility may be utilized for revolving loans or letter of credit issuances subject to terms of the agreement. As of December 31, 2023, all letters of credit under this facility are fully cash collateralized, and as a result, the Company may not draw against the facility pursuant to the terms of the agreement. The 2022 Loan and Security Agreement includes: (i) (x) 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 (y) a letter of credit fronting fee equal to 0.25% per annum of the dollar equivalent of the face amount of each letter of credit issued, and (ii) an unused revolving line 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 (i) reduced the required cash holdings account balances in the Company’s operating accounts, securities accounts, and depository accounts at or through SVB or its affiliates, (ii) amends the minimum consolidated adjusted EBITDA financial covenant, and (iii) provided additional flexibility to the Company under certain of the negative covenants in the agreement.

In November 2023, the Company amended the 2022 Loan and Security Agreement. The amendment (i) removed the adjusted quick ratio financial covenant to which the Company was previously subject, (ii) updated certain financial reporting requirements, (iii) reduced the letter of credit sublimit from $60.0 million to $45.0 million, and (iv) permitted a prepayment of the Company’s existing subordinated secured notes.

At December 31, 2023, and as of the date the consolidated financial statements were issued, the Company is in compliance with all financial covenants related to the 2022 Loan and Security Agreement, as amended. Additionally, at December 31, 2023, there were no revolving borrowings outstanding under the 2022 Loan and Security Agreement. Outstanding letters of credit as of December 31, 2023 and December 31, 2022 were permitted under the 2022 Loan and Security Agreement and totaled $37.6 million and $38.8 million, respectively.

2022 Loan and Security Agreement Waiver related to Going Concern

Because the Company’s management has concluded that there is substantial doubt, which is not alleviated, about our ability to continue as a going concern for at least one year from the date of issuance of these financial statements, the associated financial statement opinion includes a going concern explanatory paragraph. We have entered into a Waiver Agreement on September 26, 2024 with Silicon Valley Bank, in which Silicon Valley Bank waived any Default or Event of Default (each as defined in the Loan Agreement) related to the covenant non-compliance resulting from the going concern explanatory paragraph.

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 December 31, 2023 and 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. On July 29, 2024, the Company received formal notification from Investissement Québec that, at the Company’s request, the 2020 Québec Credit Facility had been terminated.

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 December 31, 2023 and 2022, the Company had $40.7 million and $42.6 million, respectively, of cash collateral which is reported as restricted cash on the consolidated balance sheets.

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.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
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-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
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-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Warrants and Rights Note Disclosure [Abstract]

Warrants and Stockholders' Deficit (Tables)

12 Months Ended

Dec. 31, 2023

Schedule of Post-Combination Exchangeable Shares

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


	December 31, 2023		December 31, 2022
Shares Authorized	2,000,000		2,000,000
Shares Issued and Outstanding	712,982		1,019,460
Issuance Price Per Share	$	30.80	$	30.80
Net Carrying Value	$	21,960	$	31,399
Aggregate Liquidation Preference	$	21,960	$	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:


	December 31, 2023	December 31, 2022
Post-Combination Exchangeable Common Shares	712,982	1,019,460
Outstanding stock options	2,685,922	1,833,950
Outstanding restricted stock units (“RSUs”)	359,175	584,590
Outstanding market stock units (“MSUs”)	567,500	602,998
Outstanding Public Warrants liability	724,997	724,997
Shares issuable pursuant to Earn Out Liability	725,000	725,000
Outstanding Delayed Draw Notes warrants liability	123,750	123,750
Outstanding former Series C and D preferred stock warrants liability	21,281	21,281
Shares available for grant under the Employee Stock Purchase Plan	353,024	243,646
Shares available for grant under the 2021 Equity Incentive Plan	569,715	444,388
Shares available for grant under the 2023 Inducement Equity Incentive Plan	141,800	—
Total common stock reserved for future issuance	6,985,146	6,324,060

Equity Incentive Plans and Stock-Based Compensation - Schedule of RSU activity (Details) - Outstanding RSUs	12 Months Ended
	Dec. 31, 2023 $ / shares shares
Number of RSUs
Unvested beginning balance (in shares) \| shares	583,707
Granted (in shares) \| shares	141,987
Vested (in shares) \| shares	(154,062)
Forfeited (in shares) \| shares	(212,457)
Unvested ending balance (in shares) \| shares	359,175
Weighted- Average Grant Date Fair Value
Unvested beginning balance (USD per share) \| $ / shares	$ 44.27
Granted (USD per share) \| $ / shares	12.19
Vested (USD per share) \| $ / shares	43.74
Forfeited (USD per share) \| $ / shares	39.04
Unvested ending balance (USD per share) \| $ / shares	$ 34.94

Revenue - Schedule of Disaggregated Revenues by Geographical Area (Details) - USD ($) $ in Thousands	3 Months Ended						6 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2023	Jun. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Disaggregation of Revenue [Line Items]
Total revenue	$ 160,896	$ 157,403	$ 119,503	$ 126,598	$ 121,138	$ 81,945	$ 276,906	$ 203,083	$ 437,802	$ 329,681	$ 602,066	$ 464,978	$ 234,145
Americas:
Disaggregation of Revenue [Line Items]
Total revenue											430,986	348,113	169,908
United States
Disaggregation of Revenue [Line Items]
Total revenue											370,825	310,995	159,179
Other Americas
Disaggregation of Revenue [Line Items]
Total revenue											60,161	37,118	10,729
Europe and Middle East:
Disaggregation of Revenue [Line Items]
Total revenue											171,080	116,865	64,237
Great Britain
Disaggregation of Revenue [Line Items]
Total revenue											38,664	28,506	20,691
United Arab Emirates
Disaggregation of Revenue [Line Items]
Total revenue											68,019	51,140	31,380
Other
Disaggregation of Revenue [Line Items]
Total revenue											$ 64,397	$ 37,219	$ 12,166

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

Schedule of Provision for Income Taxes

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2023

Income Tax Disclosure [Abstract]

The components of (benefit) provision for income taxes are as follows (in thousands):


	Year ended December 31,
Current:	2023		2022		2021

U.S. States	$	217	$	129	$	113
Foreign	588		493		129
Total current provision for income taxes	$	805	$	622	$	242

Deferred:


Foreign	$	(1,738)	$	—	$	—
Total deferred benefit for income taxes	$	(1,738)	$	—	$	—
Total (benefit) provision for income taxes	$	(933)	$	622	$	242

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

The domestic and foreign components of loss before income taxes are as follows (in thousands):


	Year ended December 31,
	2023		2022		2021
Domestic	$	(214,936)	$	(152,680)	$	(261,420)
Foreign	(81,665)		(91,729)		(32,293)
Loss before income taxes	$	(296,601)	$	(244,409)	$	(293,713)

Schedule of Effective Income Tax Rate Reconciliation

A reconciliation of (benefit) provision for income tax on loss before income taxes at the U.S. federal statutory rate of 21.0% compared with the Company’s actual (benefit) provision for income taxes is as follows:


	Year ended December 31,
	2023		2022		2021
Income tax provision at U.S. statutory rate	$	(62,286)	$	(51,326)	$	(61,680)
Foreign tax rate differential	(674)		(1,810)		(7,645)
State income taxes, net of federal benefit	172		104		89
Tax credits	(827)		(873)		(1,753)
Stock-based compensation	3,196		2,035		1,388
Convertible debt instruments	(552)		(31,584)		5,399
Capital loss	—		16,105		(9,640)
Non-deductible expenses	189		951		184
Other, net	(7,698)		(6,023)		(2,545)
Change in valuation allowance	60,146		70,148		76,445
Impairment losses	7,401		2,895		—
Total (benefit) provision for income taxes	$	(933)	$	622	$	242

Schedule of Deferred Tax Assets

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


	Year ended December 31,
	2023		2022
Deferred tax assets:
Net operating loss and capital loss carryforwards	$	205,706	$	173,444
Credit carryforwards	7,232		6,136
Fixed and intangible assets	20,339		18,698

Deferred revenue	13,531		10,112
Interest expense carryforward	15,823		9,255
Stock-based compensation	10,354		8,450
Operating lease liabilities	358,266		271,865
Other	21,024		12,352
Gross deferred tax assets	652,275		510,312
Valuation allowance	(361,038)		(283,142)
Total deferred tax assets, net of valuation allowance	$	291,237	$	227,170

Deferred tax liabilities:
Right-of-use assets	$	289,499	$	227,170
Net deferred tax assets	$	1,738	$	—

Schedule of Unrecognized Tax Benefits

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


	Year ended December 31,
	2023		2022		2021
Beginning balance	$	1,520	$	1,353	$	683
Addition: tax positions related to prior years	1		20		417
Addition: tax positions related to current year	275		274		253
Subtraction: tax positions related to prior years	—		(127)		—
Ending balance	$	1,796	$	1,520	$	1,353

Restatement of Previously Issued Financial Statements (Tables)

12 Months Ended

Dec. 31, 2023

Prior Period Adjustment [Abstract]

Schedule of Restatement of Previously Issued Financial Statements

CONSOLIDATED BALANCE SHEET

(in thousands, except share data)


	As of December 31, 2022
	As Previously		Restatement
	Reported		Adjustments		Reference	As Restated
Assets
Current assets:
Cash and cash equivalents	$	246,624	$	—		$	246,624
Restricted cash	42,562		—			42,562
Total cash, cash equivalents and restricted cash	289,186		—			289,186
Accounts receivable, net of allowance	5,613		849		C1	6,462
Prepaid expenses	8,066		710		C2	8,776
Other current assets	10,065		(641)		C3	9,424
Total current assets	312,930		918			313,848
Property and equipment, net	34,926		(2,320)		A, C2	32,606
Operating lease ROU assets	1,209,486		(72,839)		A, B	1,136,647
Other non-current assets	16,270		(745)		C3	15,525
Total assets	$	1,573,612	$	(74,986)		$	1,498,626

Liabilities and stockholders’ deficit
Current liabilities:
Accounts payable	$	16,082	$	389	C5	$	16,471
Accrued liabilities	20,131		13,765		B, C5	33,896
Taxes payable	14,418		190		C1, C4, C8	14,608
Deferred revenue	41,664		—			41,664

Current operating lease liabilities	158,346		(4,557)		A, B	153,789
Total current liabilities	250,641		9,787			260,428
Non-current operating lease liabilities	1,166,538		(3,305)		A, B	1,163,233
Long-term debt, net	172,950		—			172,950
Other non-current liabilities	3,430		70		C6	3,500
Total liabilities	1,593,559		6,552			1,600,111

Commitments and contingencies (Note 13)

Stockholders’ deficit:
Common stock	1		—			1
Additional paid-in capital	947,621		1,380		C7	949,001
Cumulative translation adjustment	12,985		41		A, C9	13,026
Accumulated deficit	(980,554)		(82,959)		C10	(1,063,513)
Total stockholders’ deficit	(19,947)		(81,538)			(101,485)
Total liabilities and stockholders’ deficit	$	1,573,612	$	(74,986)		$	1,498,626

CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS

(in thousands, except share data)


	For the Year Ended December 31, 2022
	As Previously		Restatement
	Reported		Adjustments		Reference	As Restated

Revenue	$	461,083	$	3,895	C1, C2, C4, C5	$	464,978
Costs and operating expenses:
Cost of revenue (excluding depreciation and amortization)	320,016		7,591		A, B, C3, C4	327,607
Operations and support	211,081		(7,055)		B, C2, C4, C5, C7	204,026
General and administrative	132,445		(568)		B, C1, C4, C5, C7	131,877
Research and development	28,896		(284)		C7	28,612
Sales and marketing	51,224		1,448		C1, C4, C7	52,672

Impairment loss	—		82,050		A	82,050
Restructuring and other charges	4,033		—			4,033
Total costs and operating expenses	747,695		83,182			830,877
Loss from operations	(286,612)		(79,287)			(365,899)

Interest expense, net	21,505		—			21,505
Change in fair value of SPAC Warrants	(25,260)		70		C6	(25,190)
Change in fair value of Earn Out Liability	(95,700)		—			(95,700)
Change in fair value of share-settled redemption feature and gain on conversion of convertible notes	(29,512)		—			(29,512)
Other expense (income), net	7,564		(157)		B	7,407
Total non-operating (income) expense, net	(121,403)		(87)			(121,490)
Loss before income taxes	(165,209)		(79,200)			(244,409)
Provision for income taxes	533		89		C8	622
Net loss	$	(165,742)	$	(79,289)		$	(245,031)

Basic and diluted net loss per common share	$	(16.09)	$	(7.70)		$	(23.79)

Other comprehensive loss:
Net loss	$	(165,742)	$	(79,289)		$	(245,031)
Change in foreign currency translation adjustment	5,686		41		C9	5,727
Comprehensive loss	$	(160,056)	$	(79,248)		$	(239,304)

CONSOLIDATED STATEMENT OF CASH FLOWS

(in thousands)


	For the Year Ended December 31, 2022
	As Previously		Restatement
	Reported		Adjustments		As Restated

Cash flows from operating activities:
Net loss	$	(165,742)	$	(79,289)	$	(245,031)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	23,911		3		23,914
Stock-based compensation	22,957		1,380		24,337
Amortization of operating lease ROU assets	145,250		(2,859)		142,391
Impairment loss	—		82,050		82,050
Loss (gain) on foreign exchange	6,590		—		6,590
Capitalization of paid-in-kind interest on long-term debt	18,359		—		18,359
Amortization of debt issuance costs	151		—		151
Amortization of debt discounts	3,802		—		3,802
Change in fair value of share-settled redemption feature and gain on conversion of convertible notes	(29,512)		—		(29,512)

Change in fair value of SPAC Warrants	(25,260)		70		(25,190)
Change in fair value of Earn Out Liability	(95,700)		—		(95,700)
Other operating activities	2,206		(957)		1,249
Changes in:
Accounts receivable, net	(1,693)		(829)		(2,522)
Prepaid expenses	(3,016)		(119)		(3,135)
Other current and non-current assets	11,903		(3,513)		8,390
Accounts payable	(28,120)		6,614		(21,506)
Accrued liabilities	10,434		8,671		19,105
Taxes payable	6,074		169		6,243
Deferred revenue	22,400		—		22,400
Operating lease ROU assets and operating lease liabilities, net	(73,858)		(12,552)		(86,410)
Other current and non-current liabilities	(151)		188		37
Net cash used in operating activities	(149,015)		(973)		(149,988)
Cash flows from investing activities:
Purchase of property and equipment	(28,197)		1,300		(26,897)
Capitalization of internal-use software	(2,796)		—		(2,796)
Net cash used in investing activities	(30,993)		1,300		(29,693)
Cash flows from financing activities:
Proceeds from Delayed Draw Notes	159,225		—		159,225
Repayment of debt and related fees	(27,745)		—		(27,745)
Proceeds from business combination and PIPE offering	325,928		—		325,928
Common stock issuance costs	(58,555)		—		(58,555)
Proceeds from exercise of stock options and common stock warrants	1,746		—		1,746
Net cash provided by (used in) financing activities	400,599		—		400,599
Effects of foreign exchange on cash	(1,346)		(327)		(1,673)
Net change in cash, cash equivalents, and restricted cash	219,245		—		219,245
Cash, cash equivalents, and restricted cash at beginning of year	69,941		—		69,941
Cash, cash equivalents, and restricted cash at end of year	$	289,186	$	—	$	289,186

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIT



	As Previously		Restatement
Accumulated Deficit	Reported		Adjustments		As Restated
Balance, December 31, 2020	$	(520,425)	$	(4,102)	$	(524,527)
Balance, December 31, 2021	$	(814,812)	$	(3,670)	$	(818,482)

Total Equity
Balance, December 31, 2020	$	(500,860)	$	(4,102)	(504,962)
Balance, December 31, 2021	$	(764,406)	$	(3,670)	$	(768,076)

CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS

(in thousands, except share data)


	For the Year Ended December 31, 2021
	As Previously		Restatement
	Reported		Adjustments		Reference	As Restated

Revenue	$	232,944	$	1,201	C1, C2, C5, B	$	234,145
Costs and operating expenses:
Cost of revenue (excluding depreciation and amortization)	201,445		878		C3	202,323
Operations and support	142,728		355		C2, C5	143,083
General and administrative	106,135		(464)		C1, C7	105,671
Research and development	19,091		—			19,091
Sales and marketing	23,490		—			23,490



Total costs and operating expenses	492,889		769			493,658
Loss from operations	(259,945)		432			(259,513)

Interest expense, net	44,090		—			44,090



Other income, net	(9,890)		—			(9,890)
Total non-operating expense, net	34,200		—			34,200
Loss before income taxes	(294,145)		432			(293,713)
Provision for income taxes	242		—			242
Net loss	$	(294,387)	$	432		$	(293,955)

Basic and diluted net loss per common share	$	(500.41)	$	0.74		$	(499.67)

Other comprehensive loss:
Net loss	$	(294,387)	$	432		$	(293,955)
Change in foreign currency translation adjustment	1,633		—			1,633
Comprehensive loss	$	(292,754)	$	432		$	(292,322)

CONSOLIDATED STATEMENT OF CASH FLOWS

(in thousands)


	For the Year Ended December 31, 2021
	As Previously		Restatement
	Reported		Adjustments		As Restated

Cash flows from operating activities:
Net loss	$	(294,387)	$	432	$	(293,955)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	17,714		—		17,714
Stock-based compensation	25,247		—		25,247
Straight-line rent	37,525		—		37,525
Loss on foreign exchange	2,387		—		2,387
Amortization of debt issuance costs	2,378		—		2,378
Amortization of debt discounts	35,067		—		35,067
Change in fair value of share-settled redemption feature and gain on conversion of convertible notes	(14,834)		—		(14,834)
Change in fair value of warrants	2,148		—		2,148
Other operating activities	810		—		810
Changes in:
Accounts receivable, net	(3,067)		—		(3,067)
Prepaid expenses	4,991		(591)		4,400
Other current and non-current assets	(23,011)		727		(22,284)
Accounts payable	8,199		394		8,593
Accrued liabilities	10,762		—		10,762
Taxes payable	1,366		—		1,366
Deferred revenue	8,643		(1,520)		7,123
Other current and non-current liabilities	(1,329)		—		(1,329)
Net cash used in operating activities	(179,391)		(558)		(179,949)
Cash flows from investing activities:
Purchase of property and equipment	(16,161)		558		(15,603)
Capitalization of internal-use software	(5,426)		—		(5,426)
Net cash (used in) provided by investing activities	(21,587)		558		(21,029)
Cash flows from financing activities:
Repayment of debt and payment of early termination fees	(18,776)		—		(18,776)
Proceeds from issuance of debt	162,366		—		162,366
Proceeds from exercise of stock options and common stock warrants	3,961		—		3,961
Issuance of redeemable convertible preferred stock	1,020		—		1,020
Net cash provided by financing activities	148,571		—		148,571
Effects of foreign exchange on cash	(760)		—		(760)
Net change in cash, cash equivalents, and restricted cash	(53,167)		—		(53,167)
Cash, cash equivalents, and restricted cash at beginning of year	123,108		—		123,108
Cash, cash equivalents, and restricted cash at end of year	$	69,941	$	—	$	69,941

CONDENSED CONSOLIDATED BALANCE SHEET (Unaudited)

(in thousands, except share data)


	March 31, 2023
	As Previously		Restatement
	Reported		Adjustments		As Restated
Assets
Current assets:
Cash and cash equivalents	$	217,968	$	—	$	217,968
Restricted cash	28,436		—		28,436
Total cash, cash equivalents and restricted cash	246,404		—		246,404
Accounts receivable, net of allowance	6,990		174		7,164
Prepaid expenses	5,128		710		5,838
Other current assets	12,708		(641)		12,067
Total current assets	271,230		243		271,473
Property and equipment, net	35,432		(2,947)		32,485
Operating lease ROU assets	1,201,007		(49,252)		1,151,755
Other non-current assets	13,791		(745)		13,046
Total assets	$	1,521,460	$	(52,701)	$	1,468,759

Liabilities and stockholders’ deficit
Current liabilities:
Accounts payable	$	14,093	$	—	$	14,093
Accrued liabilities	18,230		15,082		33,312
Taxes payable	16,497		159		16,656
Deferred revenue	58,424		—		58,424

Current operating lease liabilities	172,422		(5,527)		166,895
Total current liabilities	279,666		9,714		289,380
Non-current operating lease liabilities	1,156,913		16,645		1,173,558
Long-term debt, net	179,665		—		179,665
Other non-current liabilities	2,043		68		2,111
Total liabilities	1,618,287		26,427		1,644,714



Stockholders’ deficit:
Common stock(1)	1		—		1
Additional paid-in capital(1)	959,809		—		959,809
Cumulative translation adjustment	10,348		(735)		9,613
Accumulated deficit	(1,066,985)		(78,393)		(1,145,378)
Total stockholders’ deficit	(96,827)		(79,128)		(175,955)
Total liabilities and stockholders’ deficit	$	1,521,460	$	(52,701)	$	1,468,759

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited)

(in thousands, except share data)


	Three months ended March 31, 2023
	As Previously		Restatement
	Reported		Adjustments		As Restated

Revenue	$	120,738	$	(1,235)	$	119,503
Costs and operating expenses:
Cost of revenue (excluding depreciation and amortization)	92,033		(220)		91,813
Operations and support	56,157		(2,647)		53,510
General and administrative	32,745		(274)		32,471
Research and development	6,580		(198)		6,382
Sales and marketing	15,836		(169)		15,667


Restructuring and other charges	2,130		—		2,130
Total costs and operating expenses	205,481		(3,508)		201,973
Loss from operations	(84,743)		2,273		(82,470)

Interest expense, net	5,707		—		5,707
Change in fair value of SPAC Warrants	110		—		110
Change in fair value of Earn Out Liability	(1,498)		—		(1,498)

Other income, net	(2,712)		(2,268)		(4,980)
Total non-operating expense (income), net	1,607		(2,268)		(661)
Loss before income taxes	(86,350)		4,541		(81,809)
Provision for income taxes	81		(25)		56
Net loss	$	(86,431)	$	4,566	$	(81,865)

Basic and diluted net loss per common share	$	(7.89)	$	0.42	$	(7.47)

Other comprehensive loss:
Net loss	$	(86,431)	$	4,566	$	(81,865)
Change in foreign currency translation adjustment	(2,637)		(777)		(3,414)
Comprehensive loss	$	(89,068)	$	3,789	$	(85,279)

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited)

(in thousands)


	Three months ended March 31, 2023
	As Previously		Restatement
	Reported		Adjustments		As Restated

Cash flows from operating activities:
Net loss	$	(86,431)	$	4,566	$	(81,865)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	7,048		—		7,048
Stock-based compensation	12,180		(1,380)		10,800
Amortization of operating lease ROU assets	45,627		—		45,627

Gain on foreign exchange	(2,311)		—		(2,311)
Capitalization of paid-in-kind interest on long-term debt	6,345		—		6,345
Amortization of debt issuance costs	2		—		2
Amortization of debt discounts	368		—		368

Change in fair value of SPAC Warrants	110		—		110
Change in fair value of Earn Out Liability	(1,498)		—		(1,498)
Other operating activities	622		—		622
Changes in:
Accounts receivable, net	(1,962)		675		(1,287)
Prepaid expenses	3,055		—		3,055
Other current and non-current assets	332		—		332
Accounts payable	(2,026)		(389)		(2,415)
Accrued liabilities	(2,060)		1,317		(743)
Taxes payable	2,020		(31)		1,989
Deferred revenue	16,703		—		16,703
Operating lease ROU assets and operating lease liabilities, net	(33,695)		(4,607)		(38,302)
Other current and non-current liabilities	79		(2)		77
Net cash used in operating activities	(35,492)		149		(35,343)
Cash flows from investing activities:
Purchase of property and equipment	(6,924)		627		(6,297)
Capitalization of internal-use software	(554)		—		(554)
Net cash used in investing activities	(7,478)		627		(6,851)
Cash flows from financing activities:





Proceeds from exercise of stock options and common stock warrants	8		—		8
Net cash provided by financing activities	8		—		8
Effects of foreign exchange on cash	180		(776)		(596)
Net change in cash, cash equivalents, and restricted cash	(42,782)		—		(42,782)
Cash, cash equivalents, and restricted cash at beginning of year	289,186		—		289,186
Cash, cash equivalents, and restricted cash at end of year	$	246,404	$	—	$	246,404

CONDENSED CONSOLIDATED BALANCE SHEET (Unaudited)

(in thousands, except share data)


	June 30, 2023
	As Previously		Restatement
	Reported		Adjustments		As Restated
Assets
Current assets:
Cash and cash equivalents	$	177,444	$	—	$	177,444
Restricted cash	42,069		—		42,069
Total cash, cash equivalents and restricted cash	219,513		—		219,513
Accounts receivable, net of allowance	14,042		174		14,216
Prepaid expenses	8,786		710		9,496
Other current assets	11,516		(432)		11,084
Total current assets	253,857		452		254,309
Property and equipment, net	31,616		(2,458)		29,158
Operating lease ROU assets	1,308,719		(40,764)		1,267,955
Other non-current assets	13,667		(76)		13,591
Total assets	$	1,607,859	$	(42,846)	$	1,565,013

Liabilities and stockholders’ deficit
Current liabilities:
Accounts payable	$	19,878	$	—	$	19,878
Accrued liabilities	18,555		16,782		35,337
Taxes payable	15,476		(23)		15,453
Deferred revenue	59,858		—		59,858

Current operating lease liabilities	183,487		(6,976)		176,511
Total current liabilities	297,254		9,783		307,037
Non-current operating lease liabilities	1,259,207		25,971		1,285,178
Long-term debt, net	186,884		—		186,884
Other non-current liabilities	1,106		70		1,176
Total liabilities	1,744,451		35,824		1,780,275



Stockholders’ deficit:
Common stock(1)	1		—		1
Additional paid-in capital(1)	968,067		—		968,067
Cumulative translation adjustment	7,652		(1,420)		6,232
Accumulated deficit	(1,112,312)		(77,250)		(1,189,562)
Total stockholders’ deficit	(136,592)		(78,670)		(215,262)
Total liabilities and stockholders’ deficit	$	1,607,859	$	(42,846)	$	1,565,013

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited)

(in thousands, except share data)


	Three months ended June 30, 2023				Six months ended June 2023
	As Previously		Restatement				As Previously		Restatement
	Reported		Adjustments		As Restated		Reported		Adjustments		As Restated

Revenue	$	157,403	$	—	$	157,403	$	278,141	$	(1,235)	$	276,906
Costs and operating expenses:
Cost of revenue (excluding depreciation and amortization)	93,244		1,516		94,760		185,277		1,296		186,573
Operations and support	52,208		(1,668)		50,540		108,365		(4,315)		104,050
General and administrative	30,169		(251)		29,918		62,914		(525)		62,389
Research and development	5,563		—		5,563		12,143		(198)		11,945
Sales and marketing	18,231		—		18,231		34,067		(169)		33,898


Restructuring and other charges	—		(23)		(23)		2,130		(23)		2,107
Total costs and operating expenses	199,415		(426)		198,989		404,896		(3,934)		400,962
Loss from operations	(42,012)		426		(41,586)		(126,755)		2,699		(124,056)

Interest expense, net	6,155		—		6,155		11,862		—		11,862
Change in fair value of SPAC Warrants	(508)		—		(508)		(398)		—		(398)
Change in fair value of Earn Out Liability	(435)		—		(435)		(1,933)		—		(1,933)

Other income, net	(2,079)		(531)		(2,610)		(4,791)		(2,799)		(7,590)
Total non-operating expense (income), net	3,133		(531)		2,602		4,740		(2,799)		1,941
Loss before income taxes	(45,145)		957		(44,188)		(131,495)		5,498		(125,997)
Provision for income taxes	182		(186)		(4)		263		(211)		52
Net loss	$	(45,327)	$	1,143	$	(44,184)	$	(131,758)	$	5,709	$	(126,049)

Basic and diluted net loss per common share	$	(4.16)	$	0.11	$	(4.05)	$	(12.11)	$	0.53	$	(11.58)

Other comprehensive loss:
Net loss	$	(45,327)	$	1,143	$	(44,184)	$	(131,758)	$	5,709	$	(126,049)
Change in foreign currency translation adjustment	(2,696)		(685)		(3,381)		(5,333)		(1,462)		(6,795)
Comprehensive loss	$	(48,023)	$	458	$	(47,565)	$	(137,091)	$	4,247	$	(132,844)

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited)

(in thousands)


	Six months ended June 30, 2023
	As Previously		Restatement
	Reported		Adjustments		As Restated

Cash flows from operating activities:
Net loss	$	(131,758)	$	5,709	$	(126,049)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	13,026		—		13,026
Stock-based compensation	20,438		(1,380)		19,058
Amortization of operating lease ROU assets	82,999		—		82,999

Gain on foreign exchange	(4,378)		—		(4,378)
Capitalization of paid-in-kind interest on long-term debt	13,135		—		13,135
Amortization of debt issuance costs	4		—		4
Amortization of debt discounts	797		—		797

Change in fair value of SPAC Warrants	(398)		—		(398)
Change in fair value of Earn Out Liability	(1,933)		—		(1,933)
Other operating activities	1,028		—		1,028
Changes in:
Accounts receivable, net	(9,274)		675		(8,599)
Prepaid expenses	(538)		—		(538)
Other current and non-current assets	1,976		(878)		1,098
Accounts payable	3,637		(389)		3,248
Accrued liabilities	(1,920)		3,017		1,097
Taxes payable	1,161		(213)		948
Deferred revenue	17,963		—		17,963
Operating lease ROU assets and operating lease liabilities, net	(66,710)		(5,218)		(71,928)
Other current and non-current liabilities	(127)		—		(127)
Net cash used in operating activities	(60,872)		1,323		(59,549)
Cash flows from investing activities:
Purchase of property and equipment	(8,799)		138		(8,661)
Capitalization of internal-use software	(689)		—		(689)
Net cash used in investing activities	(9,488)		138		(9,350)
Cash flows from financing activities:





Proceeds from exercise of stock options and common stock warrants	8		—		8
Net cash provided by financing activities	8		—		8
Effects of foreign exchange on cash	679		(1,461)		(782)
Net change in cash, cash equivalents, and restricted cash	(69,673)		—		(69,673)
Cash, cash equivalents, and restricted cash at beginning of year	289,186		—		289,186
Cash, cash equivalents, and restricted cash at end of year	$	219,513	$	—	$	219,513

CONDENSED CONSOLIDATED BALANCE SHEET (Unaudited)

(in thousands, except share data)


	September 30, 2023
	As Previously		Restatement
	Reported		Adjustments		As Restated
Assets
Current assets:
Cash and cash equivalents	$	166,045	$	—	$	166,045
Restricted cash	41,188		—		41,188
Total cash, cash equivalents and restricted cash	207,233		—		207,233
Accounts receivable, net of allowance	9,105		251		9,356
Prepaid expenses	6,388		710		7,098
Other current assets	10,532		(3)		10,529
Total current assets	233,258		958		234,216
Property and equipment, net	28,462		(1,989)		26,473
Operating lease ROU assets	1,439,572		(52,819)		1,386,753
Other non-current assets	15,045		(177)		14,868
Total assets	$	1,716,337	$	(54,027)	$	1,662,310

Liabilities and stockholders’ deficit
Current liabilities:
Accounts payable	$	20,514	$	—	$	20,514
Accrued liabilities	24,694		4,420		29,114
Taxes payable	15,894		(503)		15,391
Deferred revenue	67,819		77		67,896
Current portion of long-term debt	1,000		—		1,000
Current operating lease liabilities	199,345		(10,107)		189,238
Total current liabilities	329,266		(6,113)		323,153
Non-current operating lease liabilities	1,382,693		23,748		1,406,441
Long-term debt, net	196,398		—		196,398
Other non-current liabilities	668		71		739
Total liabilities	1,909,025		17,706		1,926,731



Stockholders’ deficit:
Common stock(1)	1		—		1
Additional paid-in capital(1)	972,991		—		972,991
Cumulative translation adjustment	10,908		(1,129)		9,779
Accumulated deficit	(1,176,588)		(70,604)		(1,247,192)
Total stockholders’ deficit	(192,688)		(71,733)		(264,421)
Total liabilities and stockholders’ deficit	$	1,716,337	$	(54,027)	$	1,662,310

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited)

(in thousands, except share data)


	Three months ended September 30, 2023				Nine months ended September 30, 2023
	As Previously		Restatement				As Previously		Restatement
	Reported		Adjustments		As Restated		Reported		Adjustments		As Restated

Revenue	$	160,896	$	—	$	160,896	$	439,037	$	(1,235)	$	437,802
Costs and operating expenses:
Cost of revenue (excluding depreciation and amortization)	110,711		(7,337)		103,374		295,988		(6,041)		289,947
Operations and support	52,137		(1,761)		50,376		160,502		(6,076)		154,426
General and administrative	27,551		2,997		30,548		90,465		2,472		92,937
Research and development	5,344		—		5,344		17,487		(198)		17,289
Sales and marketing	20,996		—		20,996		55,063		(169)		54,894

Impairment losses	1,087		—		1,087		1,087		—		1,087
Restructuring and other charges	—		12		12		2,130		(11)		2,119
Total costs and operating expenses	217,826		(6,089)		211,737		622,722		(10,023)		612,699
Loss from operations	(56,930)		6,089		(50,841)		(183,685)		8,788		(174,897)

Interest expense, net	6,423		—		6,423		18,285		—		18,285
Change in fair value of SPAC Warrants	(276)		—		(276)		(674)		—		(674)
Change in fair value of Earn Out Liability	(209)		—		(209)		(2,142)		—		(2,142)

Other expense (income), net	1,032		(256)		776		(3,759)		(3,055)		(6,814)
Total non-operating expense, net	6,970		(256)		6,714		11,710		(3,055)		8,655
Loss before income taxes	(63,900)		6,345		(57,555)		(195,395)		11,843		(183,552)
Provision for income taxes	376		(301)		75		639		(512)		127
Net loss	$	(64,276)	$	6,646	$	(57,630)	$	(196,034)	$	12,355	$	(183,679)

Basic and diluted net loss per common share	$	(5.86)	$	0.60	$	(5.26)	$	(17.97)	$	1.13	$	(16.84)

Other comprehensive loss:
Net loss	$	(64,276)	6,646		(57,630)		$	(196,034)	12,355		$	(183,679)
Change in foreign currency translation adjustment	3,256		291		3,547		(2,078)		(1,171)		(3,249)
Comprehensive loss	$	(61,020)	$	6,937	$	(54,083)	$	(198,112)	$	11,184	$	(186,928)

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited)

(in thousands)


	Nine months ended September 30, 2023
	As Previously		Restatement
	Reported		Adjustments		As Restated

Cash flows from operating activities:
Net loss	$	(196,034)	$	12,355	$	(183,679)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	18,908		—		18,908
Stock-based compensation	25,362		(1,380)		23,982
Amortization of operating lease ROU assets	130,192		—		130,192
Impairment losses	1,087		—		1,087
Gain on foreign exchange	(2,445)		—		(2,445)
Capitalization of paid-in-kind interest on long-term debt	20,418		—		20,418
Amortization of debt issuance costs	6		—		6
Amortization of debt discounts	1,274		—		1,274

Change in fair value of SPAC Warrants	(674)		—		(674)
Change in fair value of Earn Out Liability	(2,142)		—		(2,142)
Other operating activities	897		—		897
Changes in:
Accounts receivable, net	(4,817)		598		(4,219)
Prepaid expenses	1,885		—		1,885
Other current and non-current assets	1,177		(1,206)		(29)
Accounts payable	4,433		(389)		4,044
Accrued liabilities	3,911		(9,345)		(5,434)
Taxes payable	1,706		(693)		1,013
Deferred revenue	25,651		77		25,728
Operating lease ROU assets and operating lease liabilities, net	(105,422)		1,483		(103,939)
Other current and non-current liabilities	589		1		590
Net cash used in operating activities	(74,038)		1,501		(72,537)
Cash flows from investing activities:
Purchase of property and equipment	(10,988)		(331)		(11,319)
Capitalization of internal-use software	(1,117)		—		(1,117)
Net cash used in investing activities	(12,105)		(331)		(12,436)
Cash flows from financing activities:

Repayment of debt and payment of early termination fees	(250)		—		(250)
Proceeds from issuance of debt	3,000		—		3,000


Proceeds from exercise of stock options and common stock warrants	8		—		8
Net cash provided by financing activities	2,758		—		2,758
Effects of foreign exchange on cash	1,432		(1,170)		262
Net change in cash, cash equivalents, and restricted cash	(81,953)		—		(81,953)
Cash, cash equivalents, and restricted cash at beginning of year	289,186		—		289,186
Cash, cash equivalents, and restricted cash at end of year	$	207,233	$	—	$	207,233

CONDENSED CONSOLIDATED BALANCE SHEET (Unaudited)

(in thousands, except share data)


	March 31, 2022
	As Previously		Restatement
	Reported		Adjustments		As Restated
Assets
Current assets:
Cash and cash equivalents	$	406,348	$	—	$	406,348
Restricted cash	683		—		683
Total cash, cash equivalents and restricted cash	407,031		—		407,031
Accounts receivable, net of allowance	1,336		158		1,494
Prepaid rent	3,380		(3,380)		—
Prepaid expenses	14,435		(3,068)		11,367
Other current assets	18,518		(9,634)		8,884
Total current assets	444,700		(15,924)		428,776
Property and equipment, net	35,243		(374)		34,869
Operating lease ROU assets	1,133,809		(4,643)		1,129,166
Other non-current assets	15,606		(745)		14,861
Total assets	$	1,629,358	$	(21,686)	$	1,607,672

Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	16,109	$	1,402	$	17,511
Accrued liabilities	25,313		(11,474)		13,839
Taxes payable	11,366		928		12,294
Deferred revenue	34,068		7,574		41,642

Current operating lease liabilities	143,014		(5,372)		137,642

Total current liabilities	229,870		(6,942)		222,928
Non-current operating lease liabilities	1,070,896		(11,832)		1,059,064
Long-term debt, net	156,722		—		156,722
Other non-current liabilities	35,882		(441)		35,441
Total liabilities	1,493,370		(19,215)		1,474,155



Stockholders’ equity:
Common stock(1)	1		—		1
Additional paid-in capital(1)	930,538		(985)		929,553
Cumulative translation adjustment	9,298		—		9,298
Accumulated deficit	(803,849)		(1,486)		(805,335)
Total stockholders’ equity	135,988		(2,471)		133,517
Total liabilities and stockholders’ equity	$	1,629,358	$	(21,686)	$	1,607,672

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited)

(in thousands, except share data)


	Three months ended March 31, 2022
	As Previously		Restatement
	Reported		Adjustments		As Restated

Revenue	$	80,466	$	1,479	$	81,945
Costs and operating expenses:
Cost of revenue (excluding depreciation and amortization)	73,896		759		74,655
Operations and support	48,267		(565)		47,702
General and administrative	36,981		(786)		36,195
Research and development	7,625		—		7,625
Sales and marketing	9,461		328		9,789

Total costs and operating expenses	176,230		(264)		175,966
Loss from operations	(95,764)		1,743		(94,021)

Interest expense, net	8,202		—		8,202
Change in fair value of SPAC Warrants	(14,895)		(441)		(15,336)
Change in fair value of Earn Out Liability	(73,177)		—		(73,177)
Change in fair value of share-settled redemption feature and gain on conversion of convertible notes	(29,512)		—		(29,512)
Other expense, net	2,624		—		2,624
Total non-operating income, net	(106,758)		(441)		(107,199)
Income before income taxes	10,994		2,184		13,178
Provision for income taxes	31		—		31
Net income	$	10,963	$	2,184	$	13,147

Basic and diluted net income per common share	$	1.24	$	0.25	$	1.49

Other comprehensive income:
Net income	$	10,963	2,184		$	13,147
Change in foreign currency translation adjustment	1,999		—		1,999
Comprehensive income	$	12,962	2,184		$	15,146

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited)

(in thousands)


	Three months ended March 31, 2022
	As Previously		Restatement
	Reported		Adjustments		As Restated

Cash flows from operating activities:
Net income	$	10,963	$	2,184	$	13,147
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	5,630		—		5,630
Stock-based compensation	6,680		(985)		5,695
Amortization of operating lease ROU assets	37,646		—		37,646
Impairment of ROU assets	—		—		—
Loss on foreign exchange	2,379		—		2,379

Amortization of debt issuance costs	8,750		—		8,750
Amortization of debt discounts	(3,007)		—		(3,007)
Change in fair value of share-settled redemption feature and gain on conversion of convertible notes	(29,512)		—		(29,512)
Change in fair value of SPAC Warrants	(14,895)		(441)		(15,336)
Change in fair value of Earn Out Liability	(73,177)		—		(73,177)
Other operating activities	682		—		682
Changes in:
Accounts receivable, net	3,233		(158)		3,075
Prepaid expenses	(9,408)		7,039		(2,369)
Other current and non-current assets	4,429		5,550		9,979
Accounts payable	(22,009)		1,008		(21,001)
Accrued liabilities	4,742		(11,474)		(6,732)
Taxes payable	2,963		928		3,891
Deferred revenue	15,253		9,094		24,347
Operating lease ROU assets and operating lease liabilities, net	(5,200)		(12,561)		(17,761)
Other current and non-current liabilities	3,165		—		3,165
Net cash used in operating activities	(50,693)		184		(50,509)
Cash flows from investing activities:
Purchase of property and equipment	(10,539)		(184)		(10,723)
Capitalization of internal-use software	(1,077)		—		(1,077)
Net cash used in investing activities	(11,616)		(184)		(11,800)
Cash flows from financing activities:
Proceeds from Delayed Draw Notes	159,225		—		159,225
Repayment of debt and payment of early termination fees	(27,745)		—		(27,745)

Proceeds from business combination and PIPE offering	325,928		—		325,928
Common stock issuance costs	(58,555)		—		(58,555)
Proceeds from exercise of stock options and common stock warrants	873		—		873
Net cash provided by financing activities	399,726		—		399,726
Effects of foreign exchange on cash	(327)		—		(327)
Net change in cash, cash equivalents, and restricted cash	337,090		—		337,090
Cash, cash equivalents, and restricted cash at beginning of year	69,941		—		69,941
Cash, cash equivalents, and restricted cash at end of year	$	407,031	$	—	$	407,031

CONDENSED CONSOLIDATED BALANCE SHEET (Unaudited)

(in thousands, except share data)


	June 30, 2022
	As Previously		Restatement
	Reported		Adjustments		As Restated
Assets
Current assets:
Cash and cash equivalents	$	359,500	$	—	$	359,500
Restricted cash	1,244		—		1,244
Total cash, cash equivalents and restricted cash	360,744		—		360,744
Accounts receivable, net of allowance	7,307		477		7,784
Prepaid rent	2,316		(2,316)		—
Prepaid expenses	9,854		591		10,445
Other current assets	18,996		(7,368)		11,628
Total current assets	399,217		(8,616)		390,601
Property and equipment, net	35,605		20		35,625
Operating lease ROU assets	1,109,208		114,484		1,223,692
Other non-current assets	15,384		(745)		14,639
Total assets	$	1,559,414	$	105,143	$	1,664,557

Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	15,423	$	2,688	$	18,111
Accrued liabilities	25,780		5,646		31,426
Taxes payable	12,533		961		13,494
Deferred revenue	37,749		6,615		44,364

Current operating lease liabilities	152,064		(36,409)		115,655

Total current liabilities	243,549		(20,499)		223,050
Non-current operating lease liabilities	1,050,285		136,857		1,187,142
Long-term debt, net	161,285		—		161,285
Other non-current liabilities	3,203		715		3,918
Total liabilities	1,458,322		117,073		1,575,395



Stockholders’ equity:
Common stock(1)	1		—		1
Additional paid-in capital(1)	936,223		(1,466)		934,757
Cumulative translation adjustment	14,383		—		14,383
Accumulated deficit	(849,515)		(10,464)		(859,979)
Total stockholders’ equity	101,092		(11,930)		89,162
Total liabilities and stockholders’ equity	$	1,559,414	$	105,143	$	1,664,557

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited)

(in thousands, except share data)


	Three months ended June 30, 2022				Six months ended June 2022
	As Previously		Restatement				As Previously		Restatement
	Reported		Adjustments		As Restated		Reported		Adjustments		As Restated

Revenue	$	121,322	$	(184)	$	121,138	$	201,788	$	1,295	$	203,083
Costs and operating expenses:
Cost of revenue (excluding depreciation and amortization)	79,187		8,848		88,035		153,083		9,607		162,690
Operations and support	54,003		(808)		53,195		102,270		(1,373)		100,897
General and administrative	31,277		(796)		30,481		68,258		(1,582)		66,676
Research and development	8,088		—		8,088		15,713		—		15,713
Sales and marketing	12,414		394		12,808		21,875		722		22,597
Restructuring and other charges	4,033		—		4,033		4,033		—		4,033
Total costs and operating expenses	189,002		7,638		196,640		365,232		7,374		372,606
Loss from operations	(67,680)		(7,822)		(75,502)		(163,444)		(6,079)		(169,523)

Interest expense, net	4,382		—		4,382		12,584		—		12,584
Change in fair value of SPAC Warrants	(9,419)		1,156		(8,263)		(24,314)		715		(23,599)
Change in fair value of Earn Out Liability	(23,345)		—		(23,345)		(96,522)		—		(96,522)
Change in fair value of share-settled redemption feature and gain on conversion of convertible notes	—		—		—		(29,512)		—		(29,512)
Other expense, net	6,251		—		6,251		8,875		—		8,875
Total non-operating income, net	(22,131)		1,156		(20,975)		(128,889)		715		(128,174)
Loss before income taxes	(45,549)		(8,978)		(54,527)		(34,555)		(6,794)		(41,349)
Provision for income taxes	117		—		117		148		—		148
Net loss	$	(45,666)	$	(8,978)	$	(54,644)	$	(34,703)	$	(6,794)	$	(41,497)

Basic and diluted net loss per common share	$	(4.25)	$	(0.83)	$	(5.08)	$	(3.51)	$	(0.69)	$	(4.20)

Other comprehensive loss:
Net loss	$	(45,666)	$	(8,978)	$	(54,644)	$	(34,703)	$	(6,794)	$	(41,497)
Change in foreign currency translation adjustment	5,085		—		5,085		7,084		—		7,084
Comprehensive loss	$	(40,581)	$	(8,978)	$	(49,559)	$	(27,619)	$	(6,794)	$	(34,413)

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited)

(in thousands)


	Six months ended June 30, 2022
	As Previously		Restatement
	Reported		Adjustments		As Restated

Cash flows from operating activities:
Net loss	$	(34,703)	$	(6,794)	$	(41,497)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	11,626		—		11,626
Stock-based compensation	11,734		(1,466)		10,268
Amortization of operating lease ROU assets	70,228		—		70,228

Loss on foreign exchange	6,458		—		6,458
Capitalization of paid-in-kind interest on long-term debt	4,253		—		4,253
Amortization of debt issuance costs	9,040		—		9,040
Amortization of debt discounts	(2,640)		—		(2,640)
Change in fair value of share-settled redemption feature and gain on conversion of convertible notes	(29,512)		—		(29,512)
Change in fair value of SPAC Warrants	(24,314)		715		(23,599)
Change in fair value of Earn Out Liability	(96,522)		—		(96,522)
Other operating activities	1,175		—		1,175
Changes in:
Accounts receivable, net	(2,941)		(477)		(3,418)
Prepaid expenses	(4,877)		2,316		(2,561)
Other current and non-current assets	3,317		3,284		6,601
Accounts payable	(22,382)		2,294		(20,088)
Accrued liabilities	6,895		5,646		12,541
Taxes payable	4,251		961		5,212
Deferred revenue	19,089		8,135		27,224
Operating lease ROU assets and operating lease liabilities, net	(24,264)		(14,036)		(38,300)
Other current and non-current liabilities	2,474		—		2,474
Net cash used in operating activities	(91,615)		578		(91,037)
Cash flows from investing activities:
Purchase of property and equipment	(16,145)		(578)		(16,723)
Capitalization of internal-use software	(2,236)		—		(2,236)
Net cash used in investing activities	(18,381)		(578)		(18,959)
Cash flows from financing activities:
Proceeds from Delayed Draw Notes	159,225		—		159,225
Repayment of debt and related fees	(27,745)		—		(27,745)

Proceeds from business combination and PIPE offering	325,928		—		325,928
Common stock issuance costs	(58,555)		—		(58,555)
Proceeds from exercise of stock options and common stock warrants	1,447		—		1,447
Net cash provided by financing activities	400,300		—		400,300
Effects of foreign exchange on cash	499		—		499
Net change in cash, cash equivalents, and restricted cash	290,803		—		290,803
Cash, cash equivalents, and restricted cash at beginning of year	69,941		—		69,941
Cash, cash equivalents, and restricted cash at end of year	$	360,744	$	—	$	360,744

CONDENSED CONSOLIDATED BALANCE SHEET (Unaudited)

(in thousands, except share data)


	September 30, 2022
	As Previously		Restatement
	Reported		Adjustments		As Restated
Assets
Current assets:
Cash and cash equivalents	$	317,324	$	—	$	317,324
Restricted cash	1,131		—		1,131
Total cash, cash equivalents and restricted cash	318,455		—		318,455
Accounts receivable, net of allowance	5,658		731		6,389

Prepaid expenses	7,530		591		8,121
Other current assets	10,435		(638)		9,797
Total current assets	342,078		684		342,762
Property and equipment, net	35,469		453		35,922
Operating lease ROU assets	1,139,713		100,787		1,240,500
Other non-current assets	15,272		(745)		14,527
Total assets	$	1,532,532	$	101,179	$	1,633,711

Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	9,236	$	1,030	$	10,266
Accrued liabilities	16,504		18,969		35,473
Taxes payable	14,368		984		15,352
Deferred revenue	49,431		2,080		51,511

Current operating lease liabilities	146,550		(9,220)		137,330
Other current liabilities	2,349		(2,080)		269
Total current liabilities	238,438		11,763		250,201
Non-current operating lease liabilities	1,082,412		101,332		1,183,744
Long-term debt, net	166,707		—		166,707
Other non-current liabilities	6,204		220		6,424
Total liabilities	1,493,761		113,315		1,607,076



Stockholders’ equity:
Common stock(1)	1		—		1
Additional paid-in capital(1)	942,758		(2,240)		940,518
Cumulative translation adjustment	19,216		—		19,216
Accumulated deficit	(923,204)		(9,896)		(933,100)
Total stockholders’ equity	38,771		(12,136)		26,635
Total liabilities and stockholders’ equity	$	1,532,532	$	101,179	$	1,633,711

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited)

(in thousands, except share data)


	Three months ended September 30, 2022				Nine months ended September 30, 2022
	As Previously		Restatement				As Previously		Restatement
	Reported		Adjustments		As Restated		Reported		Adjustments		As Restated

Revenue	$	124,526	$	2,072	$	126,598	$	326,314	$	3,367	$	329,681
Costs and operating expenses:
Cost of revenue (excluding depreciation and amortization)	76,884		6,301		83,185		229,967		15,908		245,875
Operations and support	55,586		(2,571)		53,015		157,856		(3,944)		153,912
General and administrative	33,016		(1,771)		31,245		101,274		(3,353)		97,921
Research and development	6,936		—		6,936		22,649		—		22,649
Sales and marketing	13,372		40		13,412		35,247		762		36,009
Restructuring and other charges	—		—		—		4,033		—		4,033
Total costs and operating expenses	185,794		1,999		187,793		551,026		9,373		560,399
Loss from operations	(61,268)		73		(61,195)		(224,712)		(6,006)		(230,718)

Interest expense, net	4,112		—		4,112		16,696		—		16,696
Change in fair value of SPAC Warrants	495		(495)		—		(23,819)		220		(23,599)
Change in fair value of Earn Out Liability	2,223		—		2,223		(94,299)		—		(94,299)
Change in fair value of share-settled redemption feature and gain on conversion of convertible notes	—		—		—		(29,512)		—		(29,512)
Other expense, net	5,175		—		5,175		14,050		—		14,050
Total non-operating expense (income), net	12,005		(495)		11,510		(116,884)		220		(116,664)
Loss before income taxes	(73,273)		568		(72,705)		(107,828)		(6,226)		(114,054)
Provision for income taxes	416		—		416		564		—		564
Net loss	$	(73,689)	$	568	$	(73,121)	$	(108,392)	$	(6,226)	$	(114,618)

Basic and diluted net loss per common share	$	(6.83)	$	0.05	$	(6.78)	$	(10.70)	$	(0.62)	$	(11.32)

Other comprehensive loss:
Net loss	$	(73,689)	$	568	$	(73,121)	$	(108,392)	$	(6,226)	$	(114,618)
Change in foreign currency translation adjustment	4,833		—		4,833		11,916		—		11,916
Comprehensive loss	$	(68,856)	$	568	$	(68,288)	$	(96,476)	$	(6,226)	$	(102,702)

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited)

(in thousands)


	Nine months ended September 30, 2022
	As Previously		Restatement
	Reported		Adjustments		As Restated

Cash flows from operating activities:
Net loss	$	(108,392)	$	(6,226)	$	(114,618)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	17,801		—		17,801
Stock-based compensation	18,139		(2,240)		15,899
Amortization of operating lease ROU assets	105,569		—		105,569

Loss on foreign exchange	13,092		—		13,092
Capitalization of paid-in-kind interest on long-term debt	12,544		—		12,544
Amortization of debt issuance costs	149		—		149
Amortization of debt discounts	3,374		—		3,374
Change in fair value of share-settled redemption feature and gain on conversion of convertible notes	(29,512)		—		(29,512)
Change in fair value of SPAC Warrants	(23,819)		220		(23,599)
Change in fair value of Earn Out Liability	(94,299)		—		(94,299)
Other operating activities	1,362		—		1,362
Changes in:
Accounts receivable, net	(1,560)		(731)		(2,291)
Prepaid expenses	(2,543)		—		(2,543)
Other current and non-current assets	10,750		(3,446)		7,304
Accounts payable	(28,401)		636		(27,765)
Accrued liabilities	2,295		18,969		21,264
Taxes payable	6,181		984		7,165
Deferred revenue	30,204		3,600		33,804
Operating lease ROU assets and operating lease liabilities, net	(58,493)		(8,675)		(67,168)
Other current and non-current liabilities	1,467		(2,080)		(613)
Net cash used in operating activities	(124,092)		1,011		(123,081)
Cash flows from investing activities:
Purchase of property and equipment	(23,579)		(1,011)		(24,590)
Capitalization of internal-use software	(2,510)		—		(2,510)
Net cash used in investing activities	(26,089)		(1,011)		(27,100)
Cash flows from financing activities:
Proceeds from Delayed Draw Notes	159,225		—		159,225
Repayment of debt and payment of early termination fees	(27,745)		—		(27,745)

Proceeds from business combination and PIPE offering	325,928		—		325,928
Common stock issuance costs	(58,555)		—		(58,555)
Proceeds from exercise of stock options and common stock warrants	1,702		—		1,702
Net cash provided by financing activities	400,555		—		400,555
Effects of foreign exchange on cash	(1,860)		—		(1,860)
Net change in cash, cash equivalents, and restricted cash	248,514		—		248,514
Cash, cash equivalents, and restricted cash at beginning of year	69,941		—		69,941
Cash, cash equivalents, and restricted cash at end of year	$	318,455	$	—	$	318,455

Fair Value Measurement and Financial Instruments - Narrative (Details)
$ / shares in Units, $ in Thousands

12 Months Ended

Sep. 20, 2023

$ / shares

Jan. 18, 2022

$ / shares

Dec. 31, 2023

USD ($)

$ / shares

Dec. 31, 2022

USD ($)

Dec. 10, 2021

$ / shares

0.05

$ 230.00

Dividend yield

0.00%

Common Stock

Aggregate number of contingently issuable shares (in shares) | shares

725,000

Earn Out Liability

Expected volatility

80.00%

Expected term (in years)

3 years 6 months 14 days

Risk-free interest rate

4.00%

Dividend yield

0.00%

Public Warrants

Public Warrants | Gores Metropoulos Sponsor II, LLC

$ 230.00

Private Placement Warrants

9,000,000

5,500,000

$ 230.00

SPAC Warrants

$ 0.02

Delayed Draw Warrants

Issuance of Delayed Draw Warrants | $

$ 250.00

$ 5,598

Delayed Draw Warrants | Additional Paid-in Capital

Issuance of Delayed Draw Warrants | $

^[1]

$ 5,598

Warrants Issued During Period, Value, Warrants | $

$ 5,600

[1]	Prior period balances have been adjusted to reflect the Reverse Stock Split at a ratio of 1-for-20 that became effective on September 20, 2023. See Note 1, Basis of Presentation, for additional information regarding the Reverse Stock Split.

Commitments and Contingencies (Details) $ in Thousands		12 Months Ended	29 Months Ended
Commitments and Contingencies (Details) $ in Thousands	Jul. 30, 2020 USD ($)	Dec. 31, 2023 USD ($) surety_provider	Jun. 30, 2024 USD ($)	Dec. 31, 2022 USD ($)
Loss Contingencies [Line Items]
Number of surety providers \| surety_provider		6
Amount outstanding		$ 170,210		$ 172,950
Estimate of probable losses		6,800		7,900
Broad Street Investigation
Loss Contingencies [Line Items]
Damages sought by other parties	$ 3,900
Estimated accrual for potential losses		17,300		$ 5,800
Broad Street Investigation \| Subsequent Event
Loss Contingencies [Line Items]
Damages sought by other parties			$ 36,900
Surety Bond
Loss Contingencies [Line Items]
Aggregate principal amount		44,500
Amount outstanding		$ 40,800

Restatement of Quarterly Results - CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited) (Details) - USD ($)
$ / shares in Units, $ in Thousands

3 Months Ended

6 Months Ended

9 Months Ended

12 Months Ended

Sep. 30, 2023

Jun. 30, 2023

Mar. 31, 2023

Sep. 30, 2022

Jun. 30, 2022

Mar. 31, 2022

Jun. 30, 2023

Jun. 30, 2022

Sep. 30, 2023

Sep. 30, 2022

Dec. 31, 2023

Dec. 31, 2022

Dec. 31, 2021

Error Corrections and Prior Period Adjustments Restatement [Line Items]

$ 160,896

$ 157,403

$ 119,503

$ 126,598

$ 121,138

$ 81,945

$ 276,906

$ 203,083

$ 437,802

$ 329,681

$ 602,066

$ 464,978

$ 234,145

Cost of revenue (excluding depreciation and amortization)

103,374

94,760

91,813

83,185

88,035

74,655

186,573

162,690

289,947

245,875

392,898

327,607

202,323

50,376

50,540

53,510

53,015

53,195

47,702

104,050

100,897

154,426

153,912

212,913

204,026

143,083

30,548

29,918

32,471

31,245

30,481

36,195

62,389

66,676

92,937

97,921

112,082

131,877

105,671

5,344

5,563

6,382

6,936

8,088

7,625

11,945

15,713

17,289

22,649

22,365

28,612

19,091

20,996

18,231

15,667

13,412

12,808

9,789

33,898

22,597

54,894

36,009

78,566

52,672

23,490

1,087

58,500

79,100

(23)

2,130

4,033

2,107

4,033

2,119

4,033

2,119

4,033

211,737

198,989

201,973

187,793

196,640

175,966

400,962

372,606

612,699

560,399

880,108

830,877

493,658

(50,841)

(41,586)

(82,470)

(61,195)

(75,502)

(94,021)

(124,056)

(169,523)

(174,897)

(230,718)

(278,042)

(365,899)

(259,513)

6,423

6,155

5,707

4,112

4,382

8,202

11,862

12,584

18,285

16,696

25,409

21,505

44,090

(276)

(508)

110

(8,263)

(15,336)

(398)

(23,599)

(674)

(23,599)

2,148

Change in fair value of share-settled redemption feature and gain on conversion of convertible notes

(209)

(435)

(1,498)

2,223

(23,345)

(73,177)

(1,933)

(96,522)

(2,142)

(94,299)

(2,372)

(95,700)

(29,512)

776

(2,610)

(4,980)

5,175

6,251

2,624

(7,590)

8,875

(6,814)

14,050

(3,863)

7,407

(9,890)

6,714

2,602

(661)

11,510

(20,975)

(107,199)

1,941

(128,174)

8,655

(116,664)

18,559

(121,490)

34,200

(57,555)

(44,188)

(81,809)

(72,705)

(54,527)

13,178

(125,997)

(41,349)

(183,552)

(114,054)

(296,601)

(244,409)

(293,713)

(4)

416

117

148

127

564

(933)

622

242

Basic net loss per common share (in dollars per share)

$ (57,630)

$ (44,184)

$ (81,865)

$ (73,121)

$ (54,644)

$ 13,147

$ (126,049)

$ (41,497)

$ (183,679)

$ (114,618)

$ (295,668)

$ (245,031)

$ (293,955)

$ (5.26)

$ (4.05)

$ (7.47)

$ (6.78)

$ (5.08)

$ 1.49

$ (11.58)

$ (4.20)

$ (16.84)

$ (11.32)

$ (27.04)

^[1]

$ (23.79)

^[1]

$ (499.67)

^[1]

Diluted net loss per common share (in dollars per share)

$ (5.26)

$ (4.05)

$ (7.47)

$ (6.78)

$ (5.08)

$ 1.49

$ (11.58)

$ (4.20)

$ (16.84)

$ (11.32)

$ (27.04)

^[1]

$ (23.79)

^[1]

$ (499.67)

^[1]

$ (57,630)

$ (44,184)

$ (81,865)

$ (73,121)

$ (54,644)

$ 13,147

$ (126,049)

$ (41,497)

$ (183,679)

$ (114,618)

$ (295,668)

$ (245,031)

$ (293,955)

3,547

(3,381)

(3,414)

4,833

5,085

1,999

(6,795)

7,084

(3,249)

11,916

(8,050)

5,727

1,633

(54,083)

(47,565)

(85,279)

(68,288)

(49,559)

15,146

(132,844)

(34,413)

(186,928)

(102,702)

$ (303,718)

(239,304)

(292,322)

Error Corrections and Prior Period Adjustments Restatement [Line Items]

160,896

157,403

120,738

124,526

121,322

80,466

278,141

201,788

439,037

326,314

461,083

232,944

Cost of revenue (excluding depreciation and amortization)

110,711

93,244

92,033

76,884

79,187

73,896

185,277

153,083

295,988

229,967

320,016

201,445

52,137

52,208

56,157

55,586

54,003

48,267

108,365

102,270

160,502

157,856

211,081

142,728

27,551

30,169

32,745

33,016

31,277

36,981

62,914

68,258

90,465

101,274

132,445

106,135

5,344

5,563

6,580

6,936

8,088

7,625

12,143

15,713

17,487

22,649

28,896

19,091

20,996

18,231

15,836

13,372

12,414

9,461

34,067

21,875

55,063

35,247

51,224

23,490

1,087

2,130

4,033

2,130

4,033

2,130

4,033

217,826

199,415

205,481

185,794

189,002

176,230

404,896

365,232

622,722

551,026

747,695

492,889

(56,930)

(42,012)

(84,743)

(61,268)

(67,680)

(95,764)

(126,755)

(163,444)

(183,685)

(224,712)

(286,612)

(259,945)

6,423

6,155

5,707

4,112

4,382

8,202

11,862

12,584

18,285

16,696

21,505

44,090

(276)

(508)

110

495

(9,419)

(14,895)

(398)

(24,314)

(674)

(23,819)

2,148

Change in fair value of share-settled redemption feature and gain on conversion of convertible notes

(209)

(435)

(1,498)

2,223

(23,345)

(73,177)

(1,933)

(96,522)

(2,142)

(94,299)

(95,700)

(29,512)

1,032

(2,079)

(2,712)

5,175

6,251

2,624

(4,791)

8,875

(3,759)

14,050

7,564

(9,890)

6,970

3,133

1,607

12,005

(22,131)

(106,758)

4,740

(128,889)

11,710

(116,884)

(121,403)

34,200

(63,900)

(45,145)

(86,350)

(73,273)

(45,549)

10,994

(131,495)

(34,555)

(195,395)

(107,828)

(165,209)

(294,145)

376

182

416

117

263

148

639

564

533

242

Basic net loss per common share (in dollars per share)

$ (64,276)

$ (45,327)

$ (86,431)

$ (73,689)

$ (45,666)

$ 10,963

$ (131,758)

$ (34,703)

$ (196,034)

$ (108,392)

$ (165,742)

$ (294,387)

$ (5.86)

$ (4.16)

$ (7.89)

$ (6.83)

$ (4.25)

$ 1.24

$ (12.11)

$ (3.51)

$ (17.97)

$ (10.70)

$ (16.09)

$ (500.41)

Diluted net loss per common share (in dollars per share)

$ (5.86)

$ (4.16)

$ (7.89)

$ (6.83)

$ (4.25)

$ 1.24

$ (12.11)

$ (3.51)

$ (17.97)

$ (10.70)

$ (16.09)

$ (500.41)

$ (64,276)

$ (45,327)

$ (86,431)

$ (73,689)

$ (45,666)

$ 10,963

$ (131,758)

$ (34,703)

$ (196,034)

$ (108,392)

$ (165,742)

$ (294,387)

3,256

(2,696)

(2,637)

4,833

5,085

1,999

(5,333)

7,084

(2,078)

11,916

5,686

1,633

(61,020)

(48,023)

(89,068)

(68,856)

(40,581)

12,962

(137,091)

(27,619)

(198,112)

(96,476)

(160,056)

(292,754)

Error Corrections and Prior Period Adjustments Restatement [Line Items]

(1,235)

2,072

(184)

1,479

(1,235)

1,295

(1,235)

3,367

3,895

1,201

Cost of revenue (excluding depreciation and amortization)

(7,337)

1,516

(220)

6,301

8,848

759

1,296

9,607

(6,041)

15,908

7,591

878

(1,761)

(1,668)

(2,647)

(2,571)

(808)

(565)

(4,315)

(1,373)

(6,076)

(3,944)

(7,055)

355

2,997

(251)

(274)

(1,771)

(796)

(786)

(525)

(1,582)

2,472

(3,353)

(568)

(464)

(198)

(284)

(169)

394

328

(169)

722

(169)

762

1,448

(23)

(11)

(6,089)

(426)

(3,508)

1,999

7,638

(264)

(3,934)

7,374

(10,023)

9,373

83,182

769

6,089

426

2,273

(7,822)

1,743

2,699

(6,079)

8,788

(6,006)

(79,287)

432

(495)

1,156

(441)

715

220

Change in fair value of share-settled redemption feature and gain on conversion of convertible notes

(256)

(531)

(2,268)

(2,799)

(3,055)

(157)

(256)

(531)

(2,268)

(495)

1,156

(441)

(2,799)

715

(3,055)

220

(87)

6,345

957

4,541

568

(8,978)

2,184

5,498

(6,794)

11,843

(6,226)

(79,200)

432

(301)

(186)

(25)

(211)

(512)

Basic net loss per common share (in dollars per share)

$ 6,646

$ 1,143

$ 4,566

$ 568

$ (8,978)

$ 2,184

$ 5,709

$ (6,794)

$ 12,355

$ (6,226)

$ (79,289)

$ 432

$ 0.60

$ 0.11

$ 0.42

$ 0.05

$ (0.83)

$ 0.25

$ 0.53

$ (0.69)

$ 1.13

$ (0.62)

$ (7.70)

$ 0.74

Diluted net loss per common share (in dollars per share)

$ 0.60

$ 0.11

$ 0.42

$ 0.05

$ (0.83)

$ 0.25

$ 0.53

$ (0.69)

$ 1.13

$ (0.62)

$ (7.70)

$ 0.74

$ 6,646

$ 1,143

$ 4,566

$ 568

$ (8,978)

$ 2,184

$ 5,709

$ (6,794)

$ 12,355

$ (6,226)

$ (79,289)

$ 432

291

(685)

(777)

(1,462)

(1,171)

$ 6,937

$ 458

$ 3,789

$ 568

$ (8,978)

$ 2,184

$ 4,247

$ (6,794)

$ 11,184

$ (6,226)

$ (79,248)

$ 432

[1]	Prior period balances have been adjusted to reflect the Reverse Stock Split at a ratio of 1-for-20 that became effective on September 20, 2023. See Note 1, Basis of Presentation, for additional information regarding the Reverse Stock Split.

Restructuring Activities	12 Months Ended
Restructuring Activities	Dec. 31, 2023
Restructuring and Related Activities [Abstract]
Restructuring Activities	Restructuring Activities On 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 December 31, 2023. On March 1, 2023, the Company announced a restructuring plan affecting approximately 14.0% of the corporate workforce. As part of this restructuring, the Company incurred $2.1 million in one-time restructuring costs for the year ended December 31, 2023, all of which was paid out as of December 31, 2023. These restructuring costs are included in restructuring and other charges in the consolidated statements of operations and comprehensive loss.

Restructuring Activities (Details) - USD ($) $ in Thousands			3 Months Ended					6 Months Ended		9 Months Ended		12 Months Ended
Restructuring Activities (Details) - USD ($) $ in Thousands	Mar. 01, 2023	Jun. 09, 2022	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2022	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges			$ 12	$ (23)	$ 2,130	$ 0	$ 4,033	$ 2,107	$ 4,033	$ 2,119	$ 4,033	$ 2,119	$ 4,033	$ 0
Restructuring, Incurred Cost, Statement of Income or Comprehensive Income [Extensible Enumeration]												Restructuring and other charges
Employee Severance \| March 2023 Restructuring
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges												$ 2,100
Employee Severance \| Cash Flow Positive Plan
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges												$ 4,000
Corporate Employees \| Employee Severance \| March 2023 Restructuring
Restructuring Cost and Reserve [Line Items]
Reduction of existing roles	14.00%
Corporate Employees \| Employee Severance \| Cash Flow Positive Plan
Restructuring Cost and Reserve [Line Items]
Reduction of existing roles		21.00%
Frontline Employees \| Employee Severance \| Cash Flow Positive Plan
Restructuring Cost and Reserve [Line Items]
Reduction of existing roles		7.00%

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

CONSOLIDATED BALANCE SHEETS - USD ($)
$ in Thousands

Dec. 31, 2023

Dec. 31, 2022

$ 95,763

$ 246,624

40,734

42,562

Accounts receivable, net of allowance of $6,196 and $972 at December 31, 2023 and 2022, respectively

136,497

289,186

7,999

6,462

5,366

8,776

11,345

9,424

161,207

313,848

22,775

32,606

1,322,135

1,136,647

15,150

15,525

1,521,267

1,498,626

23,560

16,471

38,626

33,896

14,005

14,608

61,971

41,664

168,710

199,364

153,789

506,236

260,428

1,389,580

1,163,233

1,500

172,950

652

3,500

Commitments and contingencies (Note 13)

1,897,968

1,600,111

^[1]

^[1]

977,503

949,001

4,976

13,026

(1,359,181)

(1,063,513)

(376,701)

(101,485)

Share-Based Payment Arrangement [Abstract]

$ 1,521,267

$ 1,498,626

[1]	Prior period balances have been adjusted to reflect the Reverse Stock Split at a ratio of 1-for-20 that became effective on September 20, 2023. See Note 1, Basis of Presentation, for additional information regarding the Reverse Stock Split.

Commitments and Contingencies	12 Months Ended
Commitments and Contingencies	Dec. 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 December 31, 2023, the Company had commitments from six surety providers in the amount of $44.5 million, of which $40.8 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 the Broad Street Property. Due to the failure of the owner of the Broad Street Landlord to address the Legionella bacteria contamination and the associated health risks posed to guests, the Company withheld payment of rent to the Broad Street Landlord on grounds of, among other reasons, constructive eviction. On July 30, 2020, the Broad Street Landlord sued Sonder USA Inc., Sonder Canada Inc., and Sonder Holdings Inc. for breach of the lease, seeking no less than $3.9 million in damages. The Company filed counterclaims against the Broad Street Landlord and the property management company for breach of contract, seeking significant damages. The Broad Street Landlord filed a motion for summary judgment. The hearing and oral argument for the summary judgment motion occurred on December 21, 2021. On October 13, 2023, the court issued an order granting the summary judgment motion with respect to liability for the claim for breach of guaranty against Sonder Canada Inc., the claim for breach of contract against Sonder USA Inc., and reasonable attorney’s fees; dismissing Sonder’s counterclaims; and ordering a trial for the amount of damages. On November 13, 2023, Sonder filed a notice of appeal of the October 13, 2023 court order on liability. On May 9, 2024, the appellate court affirmed the trial court’s order as to liability, but directed the trial court to allow Sonder the right to conduct discovery concerning the amount of the Broad Street Landlord’s alleged damages. Discovery has commenced in the trial court regarding the Broad Street Landlord’s alleged damages. The Broad Street Landlord has provided information in discovery indicating that through June 2024, it is seeking $36.9 million in alleged damages. A trial date to determine damages has not yet been set. On June 12, 2024, Sonder filed a motion in the appellate court seeking leave to reargue aspects of the appellate court’s order, or alternatively, for leave to appeal the order. On September 26, 2024, the appellate court granted Sonder’s motion to reargue and issued an order reversing the trial court’s decision to dismiss Sonder’s breach of contract claim related to the Broad Street Landlord’s failed to maintain the plumbing systems in good repair for the period prior to when Sonder began withholding payment of rent. 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 $17.3 million and $5.8 million in the consolidated balance sheets as of December 31, 2023 and 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, and 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 $6.8 million and $7.9 million in the taxes payable line item of the consolidated balance sheets as of December 31, 2023 and 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, and 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.

Restatement of Quarterly Results - CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (Details) - USD ($) $ in Thousands	3 Months Ended						6 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2023	Jun. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Cash flows from operating activities:
Net loss	$ (57,630)	$ (44,184)	$ (81,865)	$ (73,121)	$ (54,644)	$ 13,147	$ (126,049)	$ (41,497)	$ (183,679)	$ (114,618)	$ (295,668)	$ (245,031)	$ (293,955)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization			7,048			5,630	13,026	11,626	18,908	17,801	22,147	23,914	17,714
Stock-based compensation			10,800			5,695	19,058	10,268	23,982	15,899	28,494	24,337	25,247
Amortization of operating lease ROU assets			45,627			37,646	82,999	70,228	130,192	105,569	184,718	142,391	0
Impairment losses						0			1,087		59,165	82,050	0
(Gain) loss on foreign exchange			(2,311)			2,379	(4,378)	6,458	(2,445)	13,092	(5,691)	6,590	2,387
Capitalization of paid-in-kind interest on long-term debt			6,345				13,135	4,253	20,418	12,544	26,934	18,359	0
Amortization of debt issuance costs						8,750		9,040
Amortization of debt issuance costs			2				4		6	149	12	151	2,378
Amortization of debt discounts			368			(3,007)	797	(2,640)	1,274	3,374	2,557	3,802	35,067
Change in fair value of share-settled redemption feature and gain on conversion of convertible notes						(29,512)		(29,512)		(29,512)	0	(29,512)	(14,834)
Change in fair value of SPAC Warrants	(276)	(508)	110	0	(8,263)	(15,336)	(398)	(23,599)	(674)	(23,599)	0	0	2,148
Change in fair value of Earn Out Liability	(209)	(435)	(1,498)	2,223	(23,345)	(73,177)	(1,933)	(96,522)	(2,142)	(94,299)	(2,372)	(95,700)	0
Other operating activities			622			682	1,028	1,175	897	1,362	1,123	1,249	810
Changes in:
Accounts receivable, net			(1,287)			3,075	(8,599)	(3,418)	(4,219)	(2,291)	(2,591)	(2,522)	(3,067)
Prepaid expenses			3,055			(2,369)	(538)	(2,561)	1,885	(2,543)	3,657	(3,135)	4,400
Other current and non-current assets			332			9,979	1,098	6,601	(29)	7,304	(636)	8,390	(22,284)
Accounts payable			(2,415)			(21,001)	3,248	(20,088)	4,044	(27,765)	6,810	(21,506)	8,593
Accrued liabilities			(743)			(6,732)	1,097	12,541	(5,434)	21,264	3,839	19,105	10,762
Taxes payable			1,989			3,891	948	5,212	1,013	7,165	(727)	6,243	1,366
Deferred revenue			16,703			24,347	17,963	27,224	25,728	33,804	20,068	22,400	7,123
Operating lease ROU assets and operating lease liabilities, net			(38,302)			(17,761)	(71,928)	(38,300)	(103,939)	(67,168)	(162,327)	(86,410)	0
Other current and non-current liabilities			77			3,165	(127)	2,474	590	(613)	199	37	(1,329)
Net cash used in operating activities			(35,343)			(50,509)	(59,549)	(91,037)	(72,537)	(123,081)	(110,904)	(149,988)	(179,949)
Cash flows from investing activities:
Purchase of property and equipment									(11,319)
Purchase of property and equipment			(6,297)			(10,723)	(8,661)	(16,723)		(24,590)	(10,566)	(26,897)	(15,603)
Capitalization of internal-use software			(554)			(1,077)	(689)	(2,236)	(1,117)	(2,510)	(1,796)	(2,796)	(5,426)
Net cash used in investing activities			(6,851)			(11,800)	(9,350)	(18,959)	(12,436)	(27,100)	(12,362)	(29,693)	(21,029)
Cash flows from financing activities:
Proceeds from Delayed Draw Notes						159,225		159,225		159,225	0	159,225	0
Repayment of debt and payment of early termination fees						27,745		27,745	250	27,745	35,240	27,745	18,776
Proceeds from issuance of debt									3,000		3,000	0	162,366
Proceeds from business combination and PIPE offering						325,928		325,928		325,928	0	325,928	0
Common stock issuance costs						(58,555)		(58,555)		(58,555)	0	(58,555)	0
Proceeds from exercise of stock options and common stock warrants			8			873	8	1,447	8	1,702	8	1,746	3,961
Net cash (used in) provided by financing activities			8			399,726	8	400,300	2,758	400,555	(32,232)	400,599	148,571
Effects of foreign exchange on cash			(596)			(327)	(782)	499	262	(1,860)	2,809	(1,673)	(760)
Net change in cash, cash equivalents, and restricted cash			(42,782)			337,090	(69,673)	290,803	(81,953)	248,514	(152,689)	219,245	(53,167)
Cash, cash equivalents, and restricted cash at beginning of year	219,513	246,404	289,186	360,744	407,031	69,941	289,186	69,941	289,186	69,941	289,186	69,941	123,108
Cash, cash equivalents, and restricted cash at end of year	207,233	219,513	246,404	318,455	360,744	407,031	219,513	360,744	207,233	318,455	136,497	289,186	69,941
As Previously Reported
Cash flows from operating activities:
Net loss	(64,276)	(45,327)	(86,431)	(73,689)	(45,666)	10,963	(131,758)	(34,703)	(196,034)	(108,392)		(165,742)	(294,387)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization			7,048			5,630	13,026	11,626	18,908	17,801		23,911	17,714
Stock-based compensation			12,180			6,680	20,438	11,734	25,362	18,139		22,957	25,247
Amortization of operating lease ROU assets			45,627			37,646	82,999	70,228	130,192	105,569		145,250
Impairment losses						0			1,087			0
(Gain) loss on foreign exchange			(2,311)			2,379	(4,378)	6,458	(2,445)	13,092		6,590	2,387
Capitalization of paid-in-kind interest on long-term debt			6,345				13,135	4,253	20,418	12,544		18,359
Amortization of debt issuance costs						8,750		9,040
Amortization of debt issuance costs			2				4		6	149		151	2,378
Amortization of debt discounts			368			(3,007)	797	(2,640)	1,274	3,374		3,802	35,067
Change in fair value of share-settled redemption feature and gain on conversion of convertible notes						(29,512)		(29,512)		(29,512)		(29,512)	(14,834)
Change in fair value of SPAC Warrants	(276)	(508)	110	495	(9,419)	(14,895)	(398)	(24,314)	(674)	(23,819)			2,148
Change in fair value of Earn Out Liability	(209)	(435)	(1,498)	2,223	(23,345)	(73,177)	(1,933)	(96,522)	(2,142)	(94,299)		(95,700)
Other operating activities			622			682	1,028	1,175	897	1,362		2,206	810
Changes in:
Accounts receivable, net			(1,962)			3,233	(9,274)	(2,941)	(4,817)	(1,560)		(1,693)	(3,067)
Prepaid expenses			3,055			(9,408)	(538)	(4,877)	1,885	(2,543)		(3,016)	4,991
Other current and non-current assets			332			4,429	1,976	3,317	1,177	10,750		11,903	(23,011)
Accounts payable			(2,026)			(22,009)	3,637	(22,382)	4,433	(28,401)		(28,120)	8,199
Accrued liabilities			(2,060)			4,742	(1,920)	6,895	3,911	2,295		10,434	10,762
Taxes payable			2,020			2,963	1,161	4,251	1,706	6,181		6,074	1,366
Deferred revenue			16,703			15,253	17,963	19,089	25,651	30,204		22,400	8,643
Operating lease ROU assets and operating lease liabilities, net			(33,695)			(5,200)	(66,710)	(24,264)	(105,422)	(58,493)		(73,858)
Other current and non-current liabilities			79			3,165	(127)	2,474	589	1,467		(151)	(1,329)
Net cash used in operating activities			(35,492)			(50,693)	(60,872)	(91,615)	(74,038)	(124,092)		(149,015)	(179,391)
Cash flows from investing activities:
Purchase of property and equipment									(10,988)
Purchase of property and equipment			(6,924)			(10,539)	(8,799)	(16,145)		(23,579)		(28,197)	(16,161)
Capitalization of internal-use software			(554)			(1,077)	(689)	(2,236)	(1,117)	(2,510)		(2,796)	(5,426)
Net cash used in investing activities			(7,478)			(11,616)	(9,488)	(18,381)	(12,105)	(26,089)		(30,993)	(21,587)
Cash flows from financing activities:
Proceeds from Delayed Draw Notes						159,225		159,225		159,225		159,225
Repayment of debt and payment of early termination fees						27,745		27,745	250	27,745		27,745	18,776
Proceeds from issuance of debt									3,000				162,366
Proceeds from business combination and PIPE offering						325,928		325,928		325,928		325,928
Common stock issuance costs						(58,555)		(58,555)		(58,555)		(58,555)
Proceeds from exercise of stock options and common stock warrants			8			873	8	1,447	8	1,702		1,746	3,961
Net cash (used in) provided by financing activities			8			399,726	8	400,300	2,758	400,555		400,599	148,571
Effects of foreign exchange on cash			180			(327)	679	499	1,432	(1,860)		(1,346)	(760)
Net change in cash, cash equivalents, and restricted cash			(42,782)			337,090	(69,673)	290,803	(81,953)	248,514		219,245	(53,167)
Cash, cash equivalents, and restricted cash at beginning of year	219,513	246,404	289,186	360,744	407,031	69,941	289,186	69,941	289,186	69,941	289,186	69,941	123,108
Cash, cash equivalents, and restricted cash at end of year	207,233	219,513	246,404	318,455	360,744	407,031	219,513	360,744	207,233	318,455		289,186	69,941
Restatement Adjustments
Cash flows from operating activities:
Net loss	6,646	1,143	4,566	568	(8,978)	2,184	5,709	(6,794)	12,355	(6,226)		(79,289)	432
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization			0			0	0	0	0	0		3	0
Stock-based compensation			(1,380)			(985)	(1,380)	(1,466)	(1,380)	(2,240)		1,380	0
Amortization of operating lease ROU assets			0			0	0	0	0	0		(2,859)
Impairment losses						0			0			82,050
(Gain) loss on foreign exchange			0			0	0	0	0	0		0	0
Capitalization of paid-in-kind interest on long-term debt			0				0	0	0	0		0
Amortization of debt issuance costs						0		0
Amortization of debt issuance costs			0				0		0	0		0	0
Amortization of debt discounts			0			0	0	0	0	0		0	0
Change in fair value of share-settled redemption feature and gain on conversion of convertible notes						0		0		0		0	0
Change in fair value of SPAC Warrants	0	0	0	(495)	1,156	(441)	0	715	0	220			0
Change in fair value of Earn Out Liability	0	0	0	0	0	0	0	0	0	0		0
Other operating activities			0			0	0	0	0	0		(957)	0
Changes in:
Accounts receivable, net			675			(158)	675	(477)	598	(731)		(829)	0
Prepaid expenses			0			7,039	0	2,316	0	0		(119)	(591)
Other current and non-current assets			0			5,550	(878)	3,284	(1,206)	(3,446)		(3,513)	727
Accounts payable			(389)			1,008	(389)	2,294	(389)	636		6,614	394
Accrued liabilities			1,317			(11,474)	3,017	5,646	(9,345)	18,969		8,671	0
Taxes payable			(31)			928	(213)	961	(693)	984		169	0
Deferred revenue			0			9,094	0	8,135	77	3,600		0	(1,520)
Operating lease ROU assets and operating lease liabilities, net			(4,607)			(12,561)	(5,218)	(14,036)	1,483	(8,675)		(12,552)
Other current and non-current liabilities			(2)			0	0	0	1	(2,080)		188	0
Net cash used in operating activities			149			184	1,323	578	1,501	1,011		(973)	(558)
Cash flows from investing activities:
Purchase of property and equipment									(331)
Purchase of property and equipment			627			(184)	138	(578)		(1,011)		1,300	558
Capitalization of internal-use software			0			0	0	0	0	0		0	0
Net cash used in investing activities			627			(184)	138	(578)	(331)	(1,011)		1,300	558
Cash flows from financing activities:
Proceeds from Delayed Draw Notes						0		0		0		0
Repayment of debt and payment of early termination fees						0		0	0	0		0	0
Proceeds from issuance of debt									0				0
Proceeds from business combination and PIPE offering						0		0		0		0
Common stock issuance costs						0		0		0		0
Proceeds from exercise of stock options and common stock warrants			0			0	0	0	0	0		0	0
Net cash (used in) provided by financing activities			0			0	0	0	0	0		0	0
Effects of foreign exchange on cash			(776)			0	(1,461)	0	(1,170)	0		(327)	0
Net change in cash, cash equivalents, and restricted cash			0			0	0	0	0	0		0	0
Cash, cash equivalents, and restricted cash at beginning of year	0	0	0	0	0	0	0	0	0	0	$ 0	0	0
Cash, cash equivalents, and restricted cash at end of year	$ 0	$ 0	$ 0	$ 0	$ 0	$ 0	$ 0	$ 0	$ 0	$ 0		$ 0	$ 0

Income Taxes - Schedule of Deferred Tax Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Deferred tax assets:
Net operating loss and capital loss carryforwards	$ 205,706	$ 173,444
Credit carryforwards	7,232	6,136
Fixed and intangible assets	20,339	18,698
Deferred revenue	13,531	10,112
Interest expense carryforward	15,823	9,255
Stock-based compensation	10,354	8,450
Operating lease liabilities	358,266	271,865
Other	21,024	12,352
Gross deferred tax assets	652,275	510,312
Valuation allowance	(361,038)	(283,142)
Total deferred tax assets, net of valuation allowance	291,237	227,170
Deferred tax liabilities:
Right-of-use assets	289,499	227,170
Net deferred tax assets	$ 1,738	$ 0

Equity Incentive Plans and Stock-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2023

Schedule of Stock-Based Compensation

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


	Year ended December 31,
	2023		2022		2021
Operations and support	$	7,456	$	4,880	$	2,520
General and administrative	17,439		15,681		20,835
Research and development	3,265		3,387		1,740
Sales and marketing	338		389		152
Total stock-based compensation expense	$	28,498	$	24,337	$	25,247

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

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


	Year ended December 31,
	2023		2022		2021
Expected term (in years)	6.09 - 6.22		4.09 - 6.25		3.99 - 4.02
Expected volatility	50.4% - 51.2%		50.0% - 55.4%		62.7% - 64.2%
Dividend yield	—	%	—	%	—	%
Risk-free interest rate	3.50% - 4.40%		1.79% - 4.34%		0.40% - 1.00%
Weighted-average grant-date fair value per share	$1.35 - $13.69		$17.40 - $42.60		$90.80 - $131.80

Schedule of Option Activity

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


	Options Outstanding
	Number of Options	Weighted- Average Exercise Price per Option		Weighted- Average Remaining Contractual Term	Aggregate Intrinsic Value
Balance as of December 31, 2021	1,535,342	$	51.00	8.48	$	107,556
Granted	629,215	$	39.20
Exercised	(46,568)	$	33.60
Forfeited	(257,030)	$	103.60
Canceled	(27,009)	$	62.00
Balance as of December 31, 2022	1,833,950	$	39.80	7.63	$	88
Granted	1,301,035	$	11.47
Exercised	(469)	$	17.71
Forfeited	(305,787)	$	31.94
Canceled	(142,806)	$	74.32
Balance as of December 31, 2023	2,685,923	$	25.28	7.85	$	88
As of December 31, 2023
Options vested and exercisable	975,987	$	34.77	6.08	$	—
Options vested and expected to vest	2,685,923	$	25.28	7.85	$	88

Schedule of RSU activity

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


	RSUs Outstanding
	Number of RSUs	Weighted- Average Grant Date Fair Value
Unvested as of December 31, 2022	583,707	$	44.27
Granted	141,987	$	12.19
Vested	(154,062)	$	43.74
Forfeited	(212,457)	$	39.04
Unvested as of December 31, 2023	359,175	$	34.94

Debt - Schedule of Long-Term Debt, Net (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022
Debt Instrument [Line Items]
Less: debt discount related to Delayed Draw Warrants, net of amortization	$ (3,908)				$ (4,945)
Less: unamortized deferred issuance costs	(8,581)				(5,350)
Total debt, net	170,210				172,950
Less: current portion of long-term debt	(168,710)				0
Long-term debt, net	1,500	$ 196,398	$ 186,884	$ 179,665	172,950	$ 166,707	$ 161,285	$ 156,722
Delayed Draw Notes
Debt Instrument [Line Items]
Long-term debt, gross	180,199				183,245
Less: current portion of long-term debt	(167,700)
EFA
Debt Instrument [Line Items]
Long-term debt, gross	$ 2,500				$ 0

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

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

Warrants and Stockholders' Deficit - Schedule of Post-Combination Exchangeable Common Shares (Details) - USD ($) $ / shares in Units, $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Class of Stock [Line Items]
Common stock, shares issued (in shares)		1,019,460
Post-Combination Exchangeable Common Stock
Class of Stock [Line Items]
Shares authorized (in shares)	2,000,000	2,000,000
Common stock, shares issued (in shares)	712,982
Common stock, shares outstanding (in shares)	712,982	1,019,460
Issuance price per share (in dollars per share)	$ 30.80	$ 30.80
Net carrying value	$ 21,960	$ 31,399
Aggregate liquidation preference	$ 21,960	$ 31,399

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

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Balance Sheet Details (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022
Other Assets, Current [Abstract]
Non-income-related tax assets	$ 10,030				$ 8,100
Deposits due from landlords	844				287
Other current assets	471				1,037
Total other current assets	11,345	$ 10,529	$ 11,084	$ 12,067	9,424	$ 9,797	$ 11,628	$ 8,884
Other Assets, Noncurrent [Abstract]
Long-term deposits due from landlords	12,667				14,672
Deferred tax assets	1,738				0
Debt issuance costs on undrawn credit facilities	518				666
Other non-current assets	227				187
Total non-current assets	15,150	14,868	13,591	13,046	15,525	14,527	14,639	14,861
Accrued Liabilities [Abstract]
Accrued legal expenses	15,219				1,074
Accrued compensation	4,395				5,102
Accrued direct costs	3,754				2,358
Deferred FF&E allowances	2,459				13,299
Accrued other liabilities	12,799				12,063
Total accrued liabilities	$ 38,626	$ 29,114	$ 35,337	$ 33,312	$ 33,896	$ 35,473	$ 31,426	$ 13,839

Income Taxes - Schedule of Provision for Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended						6 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2023	Jun. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Current
U.S. States											$ 217	$ 129	$ 113
Foreign											588	493	129
Total current provision for income taxes											805	622	242
Deferred
Foreign											(1,738)	0	0
Total deferred benefit for income taxes											(1,738)	0	0
Total (benefit) provision for income taxes	$ 75	$ (4)	$ 56	$ 416	$ 117	$ 31	$ 52	$ 148	$ 127	$ 564	$ (933)	$ 622	$ 242

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

Schedule of Basic and Diluted Loss per Share

Net Loss per Common Share (Tables)

12 Months Ended

Dec. 31, 2023

Earnings Per Share [Abstract]

The following tables set forth the computation of basic and diluted net loss per share (in thousands, except share data):


	Year ended December 31,
	2023		2022		2021
Numerator:
Net loss	$	(295,668)	$	(245,031)	$	(293,955)


Denominator:


Weighted average basic and diluted common shares outstanding (1)	10,933,126		10,301,880		588,296
Net loss per common share:
Basic and diluted net loss per share	$	(27.04)	$	(23.79)	$	(499.67)

Schedule of Antidilutive Securities

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


	Year ended December 31,
	2023	2022	2021
Options to purchase common stock	2,685,923	1,833,950	1,533,994
Common stock subject to repurchase or forfeiture	75,901	95,662	121,645
Outstanding RSUs	359,175	584,591	—
Outstanding MSUs	567,500	602,999	—
Redeemable convertible preferred stock(1)	—	—	5,563,571
Exchangeable shares	712,982	1,019,461	1,614,827
Total common stock equivalents	4,401,481	4,136,663	8,834,037

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

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Parenthetical)	Sep. 20, 2023
Income Statement [Abstract]
Conversion ratio	0.05

Income Taxes - Schedule of Loss before Provision for Income Taxes, Domestic and Foreign (Details) - USD ($) $ in Thousands	3 Months Ended						6 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2023	Jun. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Domestic											$ (214,936)	$ (152,680)	$ (261,420)
Foreign											(81,665)	(91,729)	(32,293)
Loss before income taxes	$ (57,555)	$ (44,188)	$ (81,809)	$ (72,705)	$ (54,527)	$ 13,178	$ (125,997)	$ (41,349)	$ (183,552)	$ (114,054)	$ (296,601)	$ (244,409)	$ (293,713)

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

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Mezzanine equity, beginning balance (in shares) at Dec. 31, 2020

CONSOLIDATED STATEMENTS OF MEZZANINE EQUITY AND STOCKHOLDERS’ DEFICIT - USD ($)
$ in Thousands

Total

Sonder Legacy Warrants

Delayed Draw Warrants

As Previously Reported

Retroactive adjustment to reflect the exchange ratio due to business combination

Redeemable Convertible Preferred Stock

As Previously Reported

Redeemable Convertible Preferred Stock

Retroactive adjustment to reflect the exchange ratio due to business combination

Exchangeable Preferred Stock

As Previously Reported

Exchangeable Preferred Stock

Retroactive adjustment to reflect the exchange ratio due to business combination

Post-Combination Exchangeable Common Stock

Common Stock

Sonder Legacy Warrants

Common Stock

As Previously Reported

^[1]

Common Stock

Retroactive adjustment to reflect the exchange ratio due to business combination

^[1]

Common Stock

Exchangeable Series AA Stock

Common Stock

Exchangeable Series AA Stock

As Previously Reported

Common Stock

Exchangeable Series AA Stock

Retroactive adjustment to reflect the exchange ratio due to business combination

^[1]

Common Stock

Post-Combination Exchangeable Common Stock

Common Stock

Post-Combination Exchangeable Common Stock

As Previously Reported

Additional Paid-in Capital

^[1]

Additional Paid-in Capital

Sonder Legacy Warrants

^[1]

Additional Paid-in Capital

Delayed Draw Warrants

^[1]

Additional Paid-in Capital

As Previously Reported

^[1]

Accumulated Translation Adjustment

As Previously Reported

Accumulated Deficit

As Previously Reported

^[1]

5,556,051

3,783,233

1,772,818

925,669

630,308

295,361

Mezzanine equity, beginning balance at Dec. 31, 2020

$ 517,730

^[1]

$ 517,730

^[1]

$ 49,733

Increase (Decrease) in Mezzanine Equity

Issuance of Series E Convertible Preferred Stock (in shares)

^[1]

6,819

Issuance of Series E Convertible Preferred Stock

^[1]

$ 1,020

Exchange of Exchangeable Preferred Stock to Convertible Preferred Stock (in shares)

^[1]

699

(699)

Mezzanine equity, ending balance (As Restated) (in shares) at Dec. 31, 2021

^[1]

5,563,569

924,970

Mezzanine equity, ending balance at Dec. 31, 2021

$ 518,750

^[1]

$ 49,733

Beginning balance (As Restated) (in shares) at Dec. 31, 2020

526,474

^[1]

358,487

167,987

692,984

^[1]

471,868

^[1]

221,116

Beginning balance (As Restated) at Dec. 31, 2020

$ (504,962)

$ (500,860)

$ (4,102)

$ 0

^[1]

$ 0

$ 13,899

$ 5,666

$ (524,527)

Increase (Decrease) in Stockholders' Deficit

Exchange of Series AA stock to common stock (in shares)

^[1]

1,187

(1,187)

Exercise of common stock options (in shares)

^[1]

105,830

Exercise of common stock options

3,841

Exercise of common stock warrants (in shares)

^[1]

4,117

Exercise of common stock warrants

120

Stock-based compensation

25,247

Change in cumulative translation adjustment

(293,955)

(294,387)

432

(293,955)

1,633

Ending balance (As Restated) (in shares) at Dec. 31, 2021

637,608

^[1]

691,797

^[1]

Ending balance (As Restated) at Dec. 31, 2021

(768,076)

(764,406)

(3,670)

$ 0

^[1]

$ 0

43,107

7,299

(818,482)

Ending balance (As Restated) at Mar. 31, 2022

13,147

10,963

2,184

133,517

135,988

(2,471)

Mezzanine equity, beginning balance (in shares) at Dec. 31, 2021

^[1]

5,563,569

924,970

Mezzanine equity, beginning balance at Dec. 31, 2021

$ 518,750

^[1]

$ 49,733

Beginning balance (As Restated) (in shares) at Dec. 31, 2021

637,608

^[1]

691,797

^[1]

Beginning balance (As Restated) at Dec. 31, 2021

(768,076)

(764,406)

(3,670)

$ 0

^[1]

$ 0

43,107

7,299

(818,482)

Ending balance (As Restated) at Jun. 30, 2022

(41,497)

(34,703)

(6,794)

89,162

101,092

(11,930)

Mezzanine equity, beginning balance (in shares) at Dec. 31, 2021

^[1]

5,563,569

924,970

Mezzanine equity, beginning balance at Dec. 31, 2021

$ 518,750

^[1]

$ 49,733

Beginning balance (As Restated) (in shares) at Dec. 31, 2021

637,608

^[1]

691,797

^[1]

Beginning balance (As Restated) at Dec. 31, 2021

(768,076)

(764,406)

(3,670)

$ 0

^[1]

$ 0

43,107

7,299

(818,482)

Ending balance (As Restated) at Sep. 30, 2022

(114,618)

(108,392)

(6,226)

26,635

38,771

(12,136)

Mezzanine equity, beginning balance (in shares) at Dec. 31, 2021

^[1]

5,563,569

924,970

Mezzanine equity, beginning balance at Dec. 31, 2021

$ 518,750

^[1]

$ 49,733

Increase (Decrease) in Mezzanine Equity

Conversion of preferred stock (in shares)

^[1]

(5,563,569)

Conversion of preferred stock

^[1]

$ (518,750)

Conversion of exchangeable stock in connection with the business combination (in shares)

^[1]

(924,970)

Conversion of exchangeable stock in connection with the business combination

$ (49,733)

Beginning balance (As Restated) (in shares) at Dec. 31, 2021

637,608

^[1]

691,797

^[1]

Beginning balance (As Restated) at Dec. 31, 2021

(768,076)

(764,406)

(3,670)

$ 0

^[1]

$ 0

43,107

7,299

(818,482)

Increase (Decrease) in Stockholders' Deficit

Conversion of Sonder Legacy Warrants from liabilities to equity

2,111

CEO promissory note settlement (in shares)

^[1]

(136,281)

Conversion of Sonder Legacy Warrants (in shares)

^[1]

7,761

Conversion of convertible note (in shares)

$ 1,243

^[1]

950,855

Conversion of convertible note

159,173

Conversion of preferred stock (in shares)

^[1]

5,563,569

Conversion of preferred stock

$ 518,761

$ 1

^[1]

518,760

Exercise of common stock options (in shares)

46,568

^[1]

Exercise of common stock options

$ 1,620

1,620

Issuance of common stock in connection with the business combination and PIPE offering (in shares)

^[1]

2,192,291

Issuance of common stock in connection with the business combination and PIPE offering

267,362

Assumption of SPAC Warrants upon consummation of business combination

(25,985)

Earn Out Liability recognized upon consummation of business combination

(98,117)

Issuance of Delayed Draw Warrants

$ 5,598

Conversion of exchangeable stock in connection with the business combination (in shares)

(691,797)

^[1]

1,616,767

Conversion of exchangeable stock in connection with the business combination

49,733

Vesting of restricted stock units (in shares)

^[1]

60,038

Vesting of restricted stock units

Conversion of exchangeable stock (in shares)

597,307

^[1]

(597,307)

Conversion of exchangeable stock

Stock-based compensation

24,337

Change in cumulative translation adjustment

(245,031)

(165,742)

(79,289)

(245,031)

5,727

Ending balance (As Restated) (in shares) at Dec. 31, 2022

1,019,460

9,919,716

^[1]

1,019,460

Ending balance (As Restated) at Dec. 31, 2022

(101,485)

(19,947)

(81,538)

$ 1

^[1]

$ 0

949,001

13,026

(1,063,513)

Beginning balance (As Restated) at Mar. 31, 2022

133,517

135,988

(2,471)

Ending balance (As Restated) at Jun. 30, 2022

(54,644)

(45,666)

(8,978)

89,162

101,092

(11,930)

Ending balance (As Restated) at Sep. 30, 2022

(73,121)

(73,689)

568

26,635

38,771

(12,136)

(101,485)

(19,947)

(81,538)

$ 1

^[1]

$ 0

949,001

13,026

(1,063,513)

Ending balance (As Restated) at Mar. 31, 2023

(81,865)

(86,431)

4,566

(175,955)

(96,827)

(79,128)

Beginning balance (As Restated) (in shares) at Dec. 31, 2022

1,019,460

9,919,716

^[1]

1,019,460

(101,485)

(19,947)

(81,538)

$ 1

^[1]

$ 0

949,001

13,026

(1,063,513)

Ending balance (As Restated) at Jun. 30, 2023

(126,049)

(131,758)

5,709

(215,262)

(136,592)

(78,670)

Beginning balance (As Restated) (in shares) at Dec. 31, 2022

1,019,460

9,919,716

^[1]

1,019,460

(101,485)

(19,947)

(81,538)

$ 1

^[1]

$ 0

949,001

13,026

(1,063,513)

Ending balance (As Restated) at Sep. 30, 2023

(183,679)

(196,034)

12,355

(264,421)

(192,688)

(71,733)

Beginning balance (As Restated) (in shares) at Dec. 31, 2022

1,019,460

9,919,716

^[1]

1,019,460

Increase (Decrease) in Stockholders' Deficit

$ (101,485)

(19,947)

(81,538)

$ 1

^[1]

$ 0

949,001

13,026

(1,063,513)

Exercise of common stock options (in shares)

469

^[1]

Exercise of common stock options

$ 8

Vesting of restricted stock units (in shares)

^[1]

154,062

Conversion of exchangeable stock (in shares)

306,478

^[1]

(306,478)

Stock-based compensation

28,494

Change in cumulative translation adjustment

(295,668)

(8,050)

Ending balance (As Restated) (in shares) at Dec. 31, 2023

712,982

10,380,725

^[1]

712,982

Ending balance (As Restated) at Dec. 31, 2023

(376,701)

$ 1

^[1]

$ 0

$ 977,503

$ 4,976

$ (1,359,181)

Beginning balance (As Restated) at Mar. 31, 2023

(175,955)

(96,827)

(79,128)

Ending balance (As Restated) at Jun. 30, 2023

(44,184)

(45,327)

1,143

(215,262)

(136,592)

(78,670)

Ending balance (As Restated) at Sep. 30, 2023

(57,630)

(64,276)

6,646

$ (264,421)

$ (192,688)

$ (71,733)

[1]	Prior period balances have been adjusted to reflect the Reverse Stock Split at a ratio of 1-for-20 that became effective on September 20, 2023. See Note 1, Basis of Presentation, for additional information regarding the Reverse Stock Split.

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended						6 Months Ended		9 Months Ended		12 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2023	Jun. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Pay vs Performance Disclosure
Net loss	$ (57,630)	$ (44,184)	$ (81,865)	$ (73,121)	$ (54,644)	$ 13,147	$ (126,049)	$ (41,497)	$ (183,679)	$ (114,618)	$ (295,668)	$ (245,031)	$ (293,955)

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

Quarterly Financial Information Disclosure [Abstract]

Income Taxes - Schedule of Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]
Beginning balance	$ 1,520	$ 1,353	$ 683
Addition: tax positions related to prior years	1	20	417
Addition: tax positions related to current year	275	274	253
Subtraction: tax positions related to prior years	0	(127)	0
Ending balance	$ 1,796	$ 1,520	$ 1,353

Restatement of Quarterly Results

12 Months Ended

Dec. 31, 2023

Restatement of Quarterly Results

Restatement of Previously Issued Financial Statements

Description of Misstatements

2.Vendor payment related errors resulting in misstatements involving fixed assets, prepaid expense and associated income statement accounts.

3.Aged deposits that had not been timely written off resulting in misstatements involving fixed assets, prepaid expense and expenses.

4.Correction of classification for certain statement of operations line items.

5.Certain misstated current liabilities, primarily accrued liabilities and related income statement line items.

6.Change in fair value of SPAC Warrants had been misstated due to errors in determining fair value.

7.Stock-based compensation was misstated due to errors in accounting for repriced options and other stock awards.

8.Tax impact of the above error corrections.

9.Cumulative translation adjustment for the impact of the above error corrections.

10.Adjustment to accumulated deficit for the impact of the above error corrections.

Restatement Tables

A summary of the effects of the restatement are as follows:

CONSOLIDATED BALANCE SHEET

(in thousands, except share data)


	As of December 31, 2022
	As Previously		Restatement
	Reported		Adjustments		Reference	As Restated
Assets
Current assets:
Cash and cash equivalents	$	246,624	$	—		$	246,624
Restricted cash	42,562		—			42,562
Total cash, cash equivalents and restricted cash	289,186		—			289,186
Accounts receivable, net of allowance	5,613		849		C1	6,462
Prepaid expenses	8,066		710		C2	8,776
Other current assets	10,065		(641)		C3	9,424
Total current assets	312,930		918			313,848
Property and equipment, net	34,926		(2,320)		A, C2	32,606
Operating lease ROU assets	1,209,486		(72,839)		A, B	1,136,647
Other non-current assets	16,270		(745)		C3	15,525
Total assets	$	1,573,612	$	(74,986)		$	1,498,626

Liabilities and stockholders’ deficit
Current liabilities:
Accounts payable	$	16,082	$	389	C5	$	16,471
Accrued liabilities	20,131		13,765		B, C5	33,896
Taxes payable	14,418		190		C1, C4, C8	14,608
Deferred revenue	41,664		—			41,664

Current operating lease liabilities	158,346		(4,557)		A, B	153,789
Total current liabilities	250,641		9,787			260,428
Non-current operating lease liabilities	1,166,538		(3,305)		A, B	1,163,233
Long-term debt, net	172,950		—			172,950
Other non-current liabilities	3,430		70		C6	3,500
Total liabilities	1,593,559		6,552			1,600,111

Commitments and contingencies (Note 13)

Stockholders’ deficit:
Common stock	1		—			1
Additional paid-in capital	947,621		1,380		C7	949,001
Cumulative translation adjustment	12,985		41		A, C9	13,026
Accumulated deficit	(980,554)		(82,959)		C10	(1,063,513)
Total stockholders’ deficit	(19,947)		(81,538)			(101,485)
Total liabilities and stockholders’ deficit	$	1,573,612	$	(74,986)		$	1,498,626

CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS

(in thousands, except share data)


	For the Year Ended December 31, 2022
	As Previously		Restatement
	Reported		Adjustments		Reference	As Restated

Revenue	$	461,083	$	3,895	C1, C2, C4, C5	$	464,978
Costs and operating expenses:
Cost of revenue (excluding depreciation and amortization)	320,016		7,591		A, B, C3, C4	327,607
Operations and support	211,081		(7,055)		B, C2, C4, C5, C7	204,026
General and administrative	132,445		(568)		B, C1, C4, C5, C7	131,877
Research and development	28,896		(284)		C7	28,612
Sales and marketing	51,224		1,448		C1, C4, C7	52,672

Impairment loss	—		82,050		A	82,050
Restructuring and other charges	4,033		—			4,033
Total costs and operating expenses	747,695		83,182			830,877
Loss from operations	(286,612)		(79,287)			(365,899)

Interest expense, net	21,505		—			21,505
Change in fair value of SPAC Warrants	(25,260)		70		C6	(25,190)
Change in fair value of Earn Out Liability	(95,700)		—			(95,700)
Change in fair value of share-settled redemption feature and gain on conversion of convertible notes	(29,512)		—			(29,512)
Other expense (income), net	7,564		(157)		B	7,407
Total non-operating (income) expense, net	(121,403)		(87)			(121,490)
Loss before income taxes	(165,209)		(79,200)			(244,409)
Provision for income taxes	533		89		C8	622
Net loss	$	(165,742)	$	(79,289)		$	(245,031)

Basic and diluted net loss per common share	$	(16.09)	$	(7.70)		$	(23.79)

Other comprehensive loss:
Net loss	$	(165,742)	$	(79,289)		$	(245,031)
Change in foreign currency translation adjustment	5,686		41		C9	5,727
Comprehensive loss	$	(160,056)	$	(79,248)		$	(239,304)

CONSOLIDATED STATEMENT OF CASH FLOWS

(in thousands)


	For the Year Ended December 31, 2022
	As Previously		Restatement
	Reported		Adjustments		As Restated

Cash flows from operating activities:
Net loss	$	(165,742)	$	(79,289)	$	(245,031)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	23,911		3		23,914
Stock-based compensation	22,957		1,380		24,337
Amortization of operating lease ROU assets	145,250		(2,859)		142,391
Impairment loss	—		82,050		82,050
Loss (gain) on foreign exchange	6,590		—		6,590
Capitalization of paid-in-kind interest on long-term debt	18,359		—		18,359
Amortization of debt issuance costs	151		—		151
Amortization of debt discounts	3,802		—		3,802
Change in fair value of share-settled redemption feature and gain on conversion of convertible notes	(29,512)		—		(29,512)

Change in fair value of SPAC Warrants	(25,260)		70		(25,190)
Change in fair value of Earn Out Liability	(95,700)		—		(95,700)
Other operating activities	2,206		(957)		1,249
Changes in:
Accounts receivable, net	(1,693)		(829)		(2,522)
Prepaid expenses	(3,016)		(119)		(3,135)
Other current and non-current assets	11,903		(3,513)		8,390
Accounts payable	(28,120)		6,614		(21,506)
Accrued liabilities	10,434		8,671		19,105
Taxes payable	6,074		169		6,243
Deferred revenue	22,400		—		22,400
Operating lease ROU assets and operating lease liabilities, net	(73,858)		(12,552)		(86,410)
Other current and non-current liabilities	(151)		188		37
Net cash used in operating activities	(149,015)		(973)		(149,988)
Cash flows from investing activities:
Purchase of property and equipment	(28,197)		1,300		(26,897)
Capitalization of internal-use software	(2,796)		—		(2,796)
Net cash used in investing activities	(30,993)		1,300		(29,693)
Cash flows from financing activities:
Proceeds from Delayed Draw Notes	159,225		—		159,225
Repayment of debt and related fees	(27,745)		—		(27,745)
Proceeds from business combination and PIPE offering	325,928		—		325,928
Common stock issuance costs	(58,555)		—		(58,555)
Proceeds from exercise of stock options and common stock warrants	1,746		—		1,746
Net cash provided by (used in) financing activities	400,599		—		400,599
Effects of foreign exchange on cash	(1,346)		(327)		(1,673)
Net change in cash, cash equivalents, and restricted cash	219,245		—		219,245
Cash, cash equivalents, and restricted cash at beginning of year	69,941		—		69,941
Cash, cash equivalents, and restricted cash at end of year	$	289,186	$	—	$	289,186

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIT



	As Previously		Restatement
Accumulated Deficit	Reported		Adjustments		As Restated
Balance, December 31, 2020	$	(520,425)	$	(4,102)	$	(524,527)
Balance, December 31, 2021	$	(814,812)	$	(3,670)	$	(818,482)

Total Equity
Balance, December 31, 2020	$	(500,860)	$	(4,102)	(504,962)
Balance, December 31, 2021	$	(764,406)	$	(3,670)	$	(768,076)

CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS

(in thousands, except share data)


	For the Year Ended December 31, 2021
	As Previously		Restatement
	Reported		Adjustments		Reference	As Restated

Revenue	$	232,944	$	1,201	C1, C2, C5, B	$	234,145
Costs and operating expenses:
Cost of revenue (excluding depreciation and amortization)	201,445		878		C3	202,323
Operations and support	142,728		355		C2, C5	143,083
General and administrative	106,135		(464)		C1, C7	105,671
Research and development	19,091		—			19,091
Sales and marketing	23,490		—			23,490



Total costs and operating expenses	492,889		769			493,658
Loss from operations	(259,945)		432			(259,513)

Interest expense, net	44,090		—			44,090



Other income, net	(9,890)		—			(9,890)
Total non-operating expense, net	34,200		—			34,200
Loss before income taxes	(294,145)		432			(293,713)
Provision for income taxes	242		—			242
Net loss	$	(294,387)	$	432		$	(293,955)

Basic and diluted net loss per common share	$	(500.41)	$	0.74		$	(499.67)

Other comprehensive loss:
Net loss	$	(294,387)	$	432		$	(293,955)
Change in foreign currency translation adjustment	1,633		—			1,633
Comprehensive loss	$	(292,754)	$	432		$	(292,322)

CONSOLIDATED STATEMENT OF CASH FLOWS

(in thousands)


	For the Year Ended December 31, 2021
	As Previously		Restatement
	Reported		Adjustments		As Restated

Cash flows from operating activities:
Net loss	$	(294,387)	$	432	$	(293,955)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	17,714		—		17,714
Stock-based compensation	25,247		—		25,247
Straight-line rent	37,525		—		37,525
Loss on foreign exchange	2,387		—		2,387
Amortization of debt issuance costs	2,378		—		2,378
Amortization of debt discounts	35,067		—		35,067
Change in fair value of share-settled redemption feature and gain on conversion of convertible notes	(14,834)		—		(14,834)
Change in fair value of warrants	2,148		—		2,148
Other operating activities	810		—		810
Changes in:
Accounts receivable, net	(3,067)		—		(3,067)
Prepaid expenses	4,991		(591)		4,400
Other current and non-current assets	(23,011)		727		(22,284)
Accounts payable	8,199		394		8,593
Accrued liabilities	10,762		—		10,762
Taxes payable	1,366		—		1,366
Deferred revenue	8,643		(1,520)		7,123
Other current and non-current liabilities	(1,329)		—		(1,329)
Net cash used in operating activities	(179,391)		(558)		(179,949)
Cash flows from investing activities:
Purchase of property and equipment	(16,161)		558		(15,603)
Capitalization of internal-use software	(5,426)		—		(5,426)
Net cash (used in) provided by investing activities	(21,587)		558		(21,029)
Cash flows from financing activities:
Repayment of debt and payment of early termination fees	(18,776)		—		(18,776)
Proceeds from issuance of debt	162,366		—		162,366
Proceeds from exercise of stock options and common stock warrants	3,961		—		3,961
Issuance of redeemable convertible preferred stock	1,020		—		1,020
Net cash provided by financing activities	148,571		—		148,571
Effects of foreign exchange on cash	(760)		—		(760)
Net change in cash, cash equivalents, and restricted cash	(53,167)		—		(53,167)
Cash, cash equivalents, and restricted cash at beginning of year	123,108		—		123,108
Cash, cash equivalents, and restricted cash at end of year	$	69,941	$	—	$	69,941

Restatement of Quarterly Results (Unaudited)

Restated amounts are computed independently each quarter; therefore, the sum of the quarterly amounts may not equal the total amount for the respective year due to rounding.

CONDENSED CONSOLIDATED BALANCE SHEET (Unaudited)

(in thousands, except share data)


	March 31, 2023
	As Previously		Restatement
	Reported		Adjustments		As Restated
Assets
Current assets:
Cash and cash equivalents	$	217,968	$	—	$	217,968
Restricted cash	28,436		—		28,436
Total cash, cash equivalents and restricted cash	246,404		—		246,404
Accounts receivable, net of allowance	6,990		174		7,164
Prepaid expenses	5,128		710		5,838
Other current assets	12,708		(641)		12,067
Total current assets	271,230		243		271,473
Property and equipment, net	35,432		(2,947)		32,485
Operating lease ROU assets	1,201,007		(49,252)		1,151,755
Other non-current assets	13,791		(745)		13,046
Total assets	$	1,521,460	$	(52,701)	$	1,468,759

Liabilities and stockholders’ deficit
Current liabilities:
Accounts payable	$	14,093	$	—	$	14,093
Accrued liabilities	18,230		15,082		33,312
Taxes payable	16,497		159		16,656
Deferred revenue	58,424		—		58,424

Current operating lease liabilities	172,422		(5,527)		166,895
Total current liabilities	279,666		9,714		289,380
Non-current operating lease liabilities	1,156,913		16,645		1,173,558
Long-term debt, net	179,665		—		179,665
Other non-current liabilities	2,043		68		2,111
Total liabilities	1,618,287		26,427		1,644,714



Stockholders’ deficit:
Common stock(1)	1		—		1
Additional paid-in capital(1)	959,809		—		959,809
Cumulative translation adjustment	10,348		(735)		9,613
Accumulated deficit	(1,066,985)		(78,393)		(1,145,378)
Total stockholders’ deficit	(96,827)		(79,128)		(175,955)
Total liabilities and stockholders’ deficit	$	1,521,460	$	(52,701)	$	1,468,759

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited)

(in thousands, except share data)


	Three months ended March 31, 2023
	As Previously		Restatement
	Reported		Adjustments		As Restated

Revenue	$	120,738	$	(1,235)	$	119,503
Costs and operating expenses:
Cost of revenue (excluding depreciation and amortization)	92,033		(220)		91,813
Operations and support	56,157		(2,647)		53,510
General and administrative	32,745		(274)		32,471
Research and development	6,580		(198)		6,382
Sales and marketing	15,836		(169)		15,667


Restructuring and other charges	2,130		—		2,130
Total costs and operating expenses	205,481		(3,508)		201,973
Loss from operations	(84,743)		2,273		(82,470)

Interest expense, net	5,707		—		5,707
Change in fair value of SPAC Warrants	110		—		110
Change in fair value of Earn Out Liability	(1,498)		—		(1,498)

Other income, net	(2,712)		(2,268)		(4,980)
Total non-operating expense (income), net	1,607		(2,268)		(661)
Loss before income taxes	(86,350)		4,541		(81,809)
Provision for income taxes	81		(25)		56
Net loss	$	(86,431)	$	4,566	$	(81,865)

Basic and diluted net loss per common share	$	(7.89)	$	0.42	$	(7.47)

Other comprehensive loss:
Net loss	$	(86,431)	$	4,566	$	(81,865)
Change in foreign currency translation adjustment	(2,637)		(777)		(3,414)
Comprehensive loss	$	(89,068)	$	3,789	$	(85,279)

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited)

(in thousands)


	Three months ended March 31, 2023
	As Previously		Restatement
	Reported		Adjustments		As Restated

Cash flows from operating activities:
Net loss	$	(86,431)	$	4,566	$	(81,865)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	7,048		—		7,048
Stock-based compensation	12,180		(1,380)		10,800
Amortization of operating lease ROU assets	45,627		—		45,627

Gain on foreign exchange	(2,311)		—		(2,311)
Capitalization of paid-in-kind interest on long-term debt	6,345		—		6,345
Amortization of debt issuance costs	2		—		2
Amortization of debt discounts	368		—		368

Change in fair value of SPAC Warrants	110		—		110
Change in fair value of Earn Out Liability	(1,498)		—		(1,498)
Other operating activities	622		—		622
Changes in:
Accounts receivable, net	(1,962)		675		(1,287)
Prepaid expenses	3,055		—		3,055
Other current and non-current assets	332		—		332
Accounts payable	(2,026)		(389)		(2,415)
Accrued liabilities	(2,060)		1,317		(743)
Taxes payable	2,020		(31)		1,989
Deferred revenue	16,703		—		16,703
Operating lease ROU assets and operating lease liabilities, net	(33,695)		(4,607)		(38,302)
Other current and non-current liabilities	79		(2)		77
Net cash used in operating activities	(35,492)		149		(35,343)
Cash flows from investing activities:
Purchase of property and equipment	(6,924)		627		(6,297)
Capitalization of internal-use software	(554)		—		(554)
Net cash used in investing activities	(7,478)		627		(6,851)
Cash flows from financing activities:





Proceeds from exercise of stock options and common stock warrants	8		—		8
Net cash provided by financing activities	8		—		8
Effects of foreign exchange on cash	180		(776)		(596)
Net change in cash, cash equivalents, and restricted cash	(42,782)		—		(42,782)
Cash, cash equivalents, and restricted cash at beginning of year	289,186		—		289,186
Cash, cash equivalents, and restricted cash at end of year	$	246,404	$	—	$	246,404

CONDENSED CONSOLIDATED BALANCE SHEET (Unaudited)

(in thousands, except share data)


	June 30, 2023
	As Previously		Restatement
	Reported		Adjustments		As Restated
Assets
Current assets:
Cash and cash equivalents	$	177,444	$	—	$	177,444
Restricted cash	42,069		—		42,069
Total cash, cash equivalents and restricted cash	219,513		—		219,513
Accounts receivable, net of allowance	14,042		174		14,216
Prepaid expenses	8,786		710		9,496
Other current assets	11,516		(432)		11,084
Total current assets	253,857		452		254,309
Property and equipment, net	31,616		(2,458)		29,158
Operating lease ROU assets	1,308,719		(40,764)		1,267,955
Other non-current assets	13,667		(76)		13,591
Total assets	$	1,607,859	$	(42,846)	$	1,565,013

Liabilities and stockholders’ deficit
Current liabilities:
Accounts payable	$	19,878	$	—	$	19,878
Accrued liabilities	18,555		16,782		35,337
Taxes payable	15,476		(23)		15,453
Deferred revenue	59,858		—		59,858

Current operating lease liabilities	183,487		(6,976)		176,511
Total current liabilities	297,254		9,783		307,037
Non-current operating lease liabilities	1,259,207		25,971		1,285,178
Long-term debt, net	186,884		—		186,884
Other non-current liabilities	1,106		70		1,176
Total liabilities	1,744,451		35,824		1,780,275



Stockholders’ deficit:
Common stock(1)	1		—		1
Additional paid-in capital(1)	968,067		—		968,067
Cumulative translation adjustment	7,652		(1,420)		6,232
Accumulated deficit	(1,112,312)		(77,250)		(1,189,562)
Total stockholders’ deficit	(136,592)		(78,670)		(215,262)
Total liabilities and stockholders’ deficit	$	1,607,859	$	(42,846)	$	1,565,013

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited)

(in thousands, except share data)


	Three months ended June 30, 2023				Six months ended June 2023
	As Previously		Restatement				As Previously		Restatement
	Reported		Adjustments		As Restated		Reported		Adjustments		As Restated

Revenue	$	157,403	$	—	$	157,403	$	278,141	$	(1,235)	$	276,906
Costs and operating expenses:
Cost of revenue (excluding depreciation and amortization)	93,244		1,516		94,760		185,277		1,296		186,573
Operations and support	52,208		(1,668)		50,540		108,365		(4,315)		104,050
General and administrative	30,169		(251)		29,918		62,914		(525)		62,389
Research and development	5,563		—		5,563		12,143		(198)		11,945
Sales and marketing	18,231		—		18,231		34,067		(169)		33,898


Restructuring and other charges	—		(23)		(23)		2,130		(23)		2,107
Total costs and operating expenses	199,415		(426)		198,989		404,896		(3,934)		400,962
Loss from operations	(42,012)		426		(41,586)		(126,755)		2,699		(124,056)

Interest expense, net	6,155		—		6,155		11,862		—		11,862
Change in fair value of SPAC Warrants	(508)		—		(508)		(398)		—		(398)
Change in fair value of Earn Out Liability	(435)		—		(435)		(1,933)		—		(1,933)

Other income, net	(2,079)		(531)		(2,610)		(4,791)		(2,799)		(7,590)
Total non-operating expense (income), net	3,133		(531)		2,602		4,740		(2,799)		1,941
Loss before income taxes	(45,145)		957		(44,188)		(131,495)		5,498		(125,997)
Provision for income taxes	182		(186)		(4)		263		(211)		52
Net loss	$	(45,327)	$	1,143	$	(44,184)	$	(131,758)	$	5,709	$	(126,049)

Basic and diluted net loss per common share	$	(4.16)	$	0.11	$	(4.05)	$	(12.11)	$	0.53	$	(11.58)

Other comprehensive loss:
Net loss	$	(45,327)	$	1,143	$	(44,184)	$	(131,758)	$	5,709	$	(126,049)
Change in foreign currency translation adjustment	(2,696)		(685)		(3,381)		(5,333)		(1,462)		(6,795)
Comprehensive loss	$	(48,023)	$	458	$	(47,565)	$	(137,091)	$	4,247	$	(132,844)

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited)

(in thousands)


	Six months ended June 30, 2023
	As Previously		Restatement
	Reported		Adjustments		As Restated

Cash flows from operating activities:
Net loss	$	(131,758)	$	5,709	$	(126,049)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	13,026		—		13,026
Stock-based compensation	20,438		(1,380)		19,058
Amortization of operating lease ROU assets	82,999		—		82,999

Gain on foreign exchange	(4,378)		—		(4,378)
Capitalization of paid-in-kind interest on long-term debt	13,135		—		13,135
Amortization of debt issuance costs	4		—		4
Amortization of debt discounts	797		—		797

Change in fair value of SPAC Warrants	(398)		—		(398)
Change in fair value of Earn Out Liability	(1,933)		—		(1,933)
Other operating activities	1,028		—		1,028
Changes in:
Accounts receivable, net	(9,274)		675		(8,599)
Prepaid expenses	(538)		—		(538)
Other current and non-current assets	1,976		(878)		1,098
Accounts payable	3,637		(389)		3,248
Accrued liabilities	(1,920)		3,017		1,097
Taxes payable	1,161		(213)		948
Deferred revenue	17,963		—		17,963
Operating lease ROU assets and operating lease liabilities, net	(66,710)		(5,218)		(71,928)
Other current and non-current liabilities	(127)		—		(127)
Net cash used in operating activities	(60,872)		1,323		(59,549)
Cash flows from investing activities:
Purchase of property and equipment	(8,799)		138		(8,661)
Capitalization of internal-use software	(689)		—		(689)
Net cash used in investing activities	(9,488)		138		(9,350)
Cash flows from financing activities:





Proceeds from exercise of stock options and common stock warrants	8		—		8
Net cash provided by financing activities	8		—		8
Effects of foreign exchange on cash	679		(1,461)		(782)
Net change in cash, cash equivalents, and restricted cash	(69,673)		—		(69,673)
Cash, cash equivalents, and restricted cash at beginning of year	289,186		—		289,186
Cash, cash equivalents, and restricted cash at end of year	$	219,513	$	—	$	219,513

CONDENSED CONSOLIDATED BALANCE SHEET (Unaudited)

(in thousands, except share data)


	September 30, 2023
	As Previously		Restatement
	Reported		Adjustments		As Restated
Assets
Current assets:
Cash and cash equivalents	$	166,045	$	—	$	166,045
Restricted cash	41,188		—		41,188
Total cash, cash equivalents and restricted cash	207,233		—		207,233
Accounts receivable, net of allowance	9,105		251		9,356
Prepaid expenses	6,388		710		7,098
Other current assets	10,532		(3)		10,529
Total current assets	233,258		958		234,216
Property and equipment, net	28,462		(1,989)		26,473
Operating lease ROU assets	1,439,572		(52,819)		1,386,753
Other non-current assets	15,045		(177)		14,868
Total assets	$	1,716,337	$	(54,027)	$	1,662,310

Liabilities and stockholders’ deficit
Current liabilities:
Accounts payable	$	20,514	$	—	$	20,514
Accrued liabilities	24,694		4,420		29,114
Taxes payable	15,894		(503)		15,391
Deferred revenue	67,819		77		67,896
Current portion of long-term debt	1,000		—		1,000
Current operating lease liabilities	199,345		(10,107)		189,238
Total current liabilities	329,266		(6,113)		323,153
Non-current operating lease liabilities	1,382,693		23,748		1,406,441
Long-term debt, net	196,398		—		196,398
Other non-current liabilities	668		71		739
Total liabilities	1,909,025		17,706		1,926,731



Stockholders’ deficit:
Common stock(1)	1		—		1
Additional paid-in capital(1)	972,991		—		972,991
Cumulative translation adjustment	10,908		(1,129)		9,779
Accumulated deficit	(1,176,588)		(70,604)		(1,247,192)
Total stockholders’ deficit	(192,688)		(71,733)		(264,421)
Total liabilities and stockholders’ deficit	$	1,716,337	$	(54,027)	$	1,662,310

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited)

(in thousands, except share data)


	Three months ended September 30, 2023				Nine months ended September 30, 2023
	As Previously		Restatement				As Previously		Restatement
	Reported		Adjustments		As Restated		Reported		Adjustments		As Restated

Revenue	$	160,896	$	—	$	160,896	$	439,037	$	(1,235)	$	437,802
Costs and operating expenses:
Cost of revenue (excluding depreciation and amortization)	110,711		(7,337)		103,374		295,988		(6,041)		289,947
Operations and support	52,137		(1,761)		50,376		160,502		(6,076)		154,426
General and administrative	27,551		2,997		30,548		90,465		2,472		92,937
Research and development	5,344		—		5,344		17,487		(198)		17,289
Sales and marketing	20,996		—		20,996		55,063		(169)		54,894

Impairment losses	1,087		—		1,087		1,087		—		1,087
Restructuring and other charges	—		12		12		2,130		(11)		2,119
Total costs and operating expenses	217,826		(6,089)		211,737		622,722		(10,023)		612,699
Loss from operations	(56,930)		6,089		(50,841)		(183,685)		8,788		(174,897)

Interest expense, net	6,423		—		6,423		18,285		—		18,285
Change in fair value of SPAC Warrants	(276)		—		(276)		(674)		—		(674)
Change in fair value of Earn Out Liability	(209)		—		(209)		(2,142)		—		(2,142)

Other expense (income), net	1,032		(256)		776		(3,759)		(3,055)		(6,814)
Total non-operating expense, net	6,970		(256)		6,714		11,710		(3,055)		8,655
Loss before income taxes	(63,900)		6,345		(57,555)		(195,395)		11,843		(183,552)
Provision for income taxes	376		(301)		75		639		(512)		127
Net loss	$	(64,276)	$	6,646	$	(57,630)	$	(196,034)	$	12,355	$	(183,679)

Basic and diluted net loss per common share	$	(5.86)	$	0.60	$	(5.26)	$	(17.97)	$	1.13	$	(16.84)

Other comprehensive loss:
Net loss	$	(64,276)	6,646		(57,630)		$	(196,034)	12,355		$	(183,679)
Change in foreign currency translation adjustment	3,256		291		3,547		(2,078)		(1,171)		(3,249)
Comprehensive loss	$	(61,020)	$	6,937	$	(54,083)	$	(198,112)	$	11,184	$	(186,928)

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited)

(in thousands)


	Nine months ended September 30, 2023
	As Previously		Restatement
	Reported		Adjustments		As Restated

Cash flows from operating activities:
Net loss	$	(196,034)	$	12,355	$	(183,679)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	18,908		—		18,908
Stock-based compensation	25,362		(1,380)		23,982
Amortization of operating lease ROU assets	130,192		—		130,192
Impairment losses	1,087		—		1,087
Gain on foreign exchange	(2,445)		—		(2,445)
Capitalization of paid-in-kind interest on long-term debt	20,418		—		20,418
Amortization of debt issuance costs	6		—		6
Amortization of debt discounts	1,274		—		1,274

Change in fair value of SPAC Warrants	(674)		—		(674)
Change in fair value of Earn Out Liability	(2,142)		—		(2,142)
Other operating activities	897		—		897
Changes in:
Accounts receivable, net	(4,817)		598		(4,219)
Prepaid expenses	1,885		—		1,885
Other current and non-current assets	1,177		(1,206)		(29)
Accounts payable	4,433		(389)		4,044
Accrued liabilities	3,911		(9,345)		(5,434)
Taxes payable	1,706		(693)		1,013
Deferred revenue	25,651		77		25,728
Operating lease ROU assets and operating lease liabilities, net	(105,422)		1,483		(103,939)
Other current and non-current liabilities	589		1		590
Net cash used in operating activities	(74,038)		1,501		(72,537)
Cash flows from investing activities:
Purchase of property and equipment	(10,988)		(331)		(11,319)
Capitalization of internal-use software	(1,117)		—		(1,117)
Net cash used in investing activities	(12,105)		(331)		(12,436)
Cash flows from financing activities:

Repayment of debt and payment of early termination fees	(250)		—		(250)
Proceeds from issuance of debt	3,000		—		3,000


Proceeds from exercise of stock options and common stock warrants	8		—		8
Net cash provided by financing activities	2,758		—		2,758
Effects of foreign exchange on cash	1,432		(1,170)		262
Net change in cash, cash equivalents, and restricted cash	(81,953)		—		(81,953)
Cash, cash equivalents, and restricted cash at beginning of year	289,186		—		289,186
Cash, cash equivalents, and restricted cash at end of year	$	207,233	$	—	$	207,233

CONDENSED CONSOLIDATED BALANCE SHEET (Unaudited)

(in thousands, except share data)


	March 31, 2022
	As Previously		Restatement
	Reported		Adjustments		As Restated
Assets
Current assets:
Cash and cash equivalents	$	406,348	$	—	$	406,348
Restricted cash	683		—		683
Total cash, cash equivalents and restricted cash	407,031		—		407,031
Accounts receivable, net of allowance	1,336		158		1,494
Prepaid rent	3,380		(3,380)		—
Prepaid expenses	14,435		(3,068)		11,367
Other current assets	18,518		(9,634)		8,884
Total current assets	444,700		(15,924)		428,776
Property and equipment, net	35,243		(374)		34,869
Operating lease ROU assets	1,133,809		(4,643)		1,129,166
Other non-current assets	15,606		(745)		14,861
Total assets	$	1,629,358	$	(21,686)	$	1,607,672

Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	16,109	$	1,402	$	17,511
Accrued liabilities	25,313		(11,474)		13,839
Taxes payable	11,366		928		12,294
Deferred revenue	34,068		7,574		41,642

Current operating lease liabilities	143,014		(5,372)		137,642

Total current liabilities	229,870		(6,942)		222,928
Non-current operating lease liabilities	1,070,896		(11,832)		1,059,064
Long-term debt, net	156,722		—		156,722
Other non-current liabilities	35,882		(441)		35,441
Total liabilities	1,493,370		(19,215)		1,474,155



Stockholders’ equity:
Common stock(1)	1		—		1
Additional paid-in capital(1)	930,538		(985)		929,553
Cumulative translation adjustment	9,298		—		9,298
Accumulated deficit	(803,849)		(1,486)		(805,335)
Total stockholders’ equity	135,988		(2,471)		133,517
Total liabilities and stockholders’ equity	$	1,629,358	$	(21,686)	$	1,607,672

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited)

(in thousands, except share data)


	Three months ended March 31, 2022
	As Previously		Restatement
	Reported		Adjustments		As Restated

Revenue	$	80,466	$	1,479	$	81,945
Costs and operating expenses:
Cost of revenue (excluding depreciation and amortization)	73,896		759		74,655
Operations and support	48,267		(565)		47,702
General and administrative	36,981		(786)		36,195
Research and development	7,625		—		7,625
Sales and marketing	9,461		328		9,789

Total costs and operating expenses	176,230		(264)		175,966
Loss from operations	(95,764)		1,743		(94,021)

Interest expense, net	8,202		—		8,202
Change in fair value of SPAC Warrants	(14,895)		(441)		(15,336)
Change in fair value of Earn Out Liability	(73,177)		—		(73,177)
Change in fair value of share-settled redemption feature and gain on conversion of convertible notes	(29,512)		—		(29,512)
Other expense, net	2,624		—		2,624
Total non-operating income, net	(106,758)		(441)		(107,199)
Income before income taxes	10,994		2,184		13,178
Provision for income taxes	31		—		31
Net income	$	10,963	$	2,184	$	13,147

Basic and diluted net income per common share	$	1.24	$	0.25	$	1.49

Other comprehensive income:
Net income	$	10,963	2,184		$	13,147
Change in foreign currency translation adjustment	1,999		—		1,999
Comprehensive income	$	12,962	2,184		$	15,146

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited)

(in thousands)


	Three months ended March 31, 2022
	As Previously		Restatement
	Reported		Adjustments		As Restated

Cash flows from operating activities:
Net income	$	10,963	$	2,184	$	13,147
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	5,630		—		5,630
Stock-based compensation	6,680		(985)		5,695
Amortization of operating lease ROU assets	37,646		—		37,646
Impairment of ROU assets	—		—		—
Loss on foreign exchange	2,379		—		2,379

Amortization of debt issuance costs	8,750		—		8,750
Amortization of debt discounts	(3,007)		—		(3,007)
Change in fair value of share-settled redemption feature and gain on conversion of convertible notes	(29,512)		—		(29,512)
Change in fair value of SPAC Warrants	(14,895)		(441)		(15,336)
Change in fair value of Earn Out Liability	(73,177)		—		(73,177)
Other operating activities	682		—		682
Changes in:
Accounts receivable, net	3,233		(158)		3,075
Prepaid expenses	(9,408)		7,039		(2,369)
Other current and non-current assets	4,429		5,550		9,979
Accounts payable	(22,009)		1,008		(21,001)
Accrued liabilities	4,742		(11,474)		(6,732)
Taxes payable	2,963		928		3,891
Deferred revenue	15,253		9,094		24,347
Operating lease ROU assets and operating lease liabilities, net	(5,200)		(12,561)		(17,761)
Other current and non-current liabilities	3,165		—		3,165
Net cash used in operating activities	(50,693)		184		(50,509)
Cash flows from investing activities:
Purchase of property and equipment	(10,539)		(184)		(10,723)
Capitalization of internal-use software	(1,077)		—		(1,077)
Net cash used in investing activities	(11,616)		(184)		(11,800)
Cash flows from financing activities:
Proceeds from Delayed Draw Notes	159,225		—		159,225
Repayment of debt and payment of early termination fees	(27,745)		—		(27,745)

Proceeds from business combination and PIPE offering	325,928		—		325,928
Common stock issuance costs	(58,555)		—		(58,555)
Proceeds from exercise of stock options and common stock warrants	873		—		873
Net cash provided by financing activities	399,726		—		399,726
Effects of foreign exchange on cash	(327)		—		(327)
Net change in cash, cash equivalents, and restricted cash	337,090		—		337,090
Cash, cash equivalents, and restricted cash at beginning of year	69,941		—		69,941
Cash, cash equivalents, and restricted cash at end of year	$	407,031	$	—	$	407,031

CONDENSED CONSOLIDATED BALANCE SHEET (Unaudited)

(in thousands, except share data)


	June 30, 2022
	As Previously		Restatement
	Reported		Adjustments		As Restated
Assets
Current assets:
Cash and cash equivalents	$	359,500	$	—	$	359,500
Restricted cash	1,244		—		1,244
Total cash, cash equivalents and restricted cash	360,744		—		360,744
Accounts receivable, net of allowance	7,307		477		7,784
Prepaid rent	2,316		(2,316)		—
Prepaid expenses	9,854		591		10,445
Other current assets	18,996		(7,368)		11,628
Total current assets	399,217		(8,616)		390,601
Property and equipment, net	35,605		20		35,625
Operating lease ROU assets	1,109,208		114,484		1,223,692
Other non-current assets	15,384		(745)		14,639
Total assets	$	1,559,414	$	105,143	$	1,664,557

Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	15,423	$	2,688	$	18,111
Accrued liabilities	25,780		5,646		31,426
Taxes payable	12,533		961		13,494
Deferred revenue	37,749		6,615		44,364

Current operating lease liabilities	152,064		(36,409)		115,655

Total current liabilities	243,549		(20,499)		223,050
Non-current operating lease liabilities	1,050,285		136,857		1,187,142
Long-term debt, net	161,285		—		161,285
Other non-current liabilities	3,203		715		3,918
Total liabilities	1,458,322		117,073		1,575,395



Stockholders’ equity:
Common stock(1)	1		—		1
Additional paid-in capital(1)	936,223		(1,466)		934,757
Cumulative translation adjustment	14,383		—		14,383
Accumulated deficit	(849,515)		(10,464)		(859,979)
Total stockholders’ equity	101,092		(11,930)		89,162
Total liabilities and stockholders’ equity	$	1,559,414	$	105,143	$	1,664,557

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited)

(in thousands, except share data)


	Three months ended June 30, 2022				Six months ended June 2022
	As Previously		Restatement				As Previously		Restatement
	Reported		Adjustments		As Restated		Reported		Adjustments		As Restated

Revenue	$	121,322	$	(184)	$	121,138	$	201,788	$	1,295	$	203,083
Costs and operating expenses:
Cost of revenue (excluding depreciation and amortization)	79,187		8,848		88,035		153,083		9,607		162,690
Operations and support	54,003		(808)		53,195		102,270		(1,373)		100,897
General and administrative	31,277		(796)		30,481		68,258		(1,582)		66,676
Research and development	8,088		—		8,088		15,713		—		15,713
Sales and marketing	12,414		394		12,808		21,875		722		22,597
Restructuring and other charges	4,033		—		4,033		4,033		—		4,033
Total costs and operating expenses	189,002		7,638		196,640		365,232		7,374		372,606
Loss from operations	(67,680)		(7,822)		(75,502)		(163,444)		(6,079)		(169,523)

Interest expense, net	4,382		—		4,382		12,584		—		12,584
Change in fair value of SPAC Warrants	(9,419)		1,156		(8,263)		(24,314)		715		(23,599)
Change in fair value of Earn Out Liability	(23,345)		—		(23,345)		(96,522)		—		(96,522)
Change in fair value of share-settled redemption feature and gain on conversion of convertible notes	—		—		—		(29,512)		—		(29,512)
Other expense, net	6,251		—		6,251		8,875		—		8,875
Total non-operating income, net	(22,131)		1,156		(20,975)		(128,889)		715		(128,174)
Loss before income taxes	(45,549)		(8,978)		(54,527)		(34,555)		(6,794)		(41,349)
Provision for income taxes	117		—		117		148		—		148
Net loss	$	(45,666)	$	(8,978)	$	(54,644)	$	(34,703)	$	(6,794)	$	(41,497)

Basic and diluted net loss per common share	$	(4.25)	$	(0.83)	$	(5.08)	$	(3.51)	$	(0.69)	$	(4.20)

Other comprehensive loss:
Net loss	$	(45,666)	$	(8,978)	$	(54,644)	$	(34,703)	$	(6,794)	$	(41,497)
Change in foreign currency translation adjustment	5,085		—		5,085		7,084		—		7,084
Comprehensive loss	$	(40,581)	$	(8,978)	$	(49,559)	$	(27,619)	$	(6,794)	$	(34,413)

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited)

(in thousands)


	Six months ended June 30, 2022
	As Previously		Restatement
	Reported		Adjustments		As Restated

Cash flows from operating activities:
Net loss	$	(34,703)	$	(6,794)	$	(41,497)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	11,626		—		11,626
Stock-based compensation	11,734		(1,466)		10,268
Amortization of operating lease ROU assets	70,228		—		70,228

Loss on foreign exchange	6,458		—		6,458
Capitalization of paid-in-kind interest on long-term debt	4,253		—		4,253
Amortization of debt issuance costs	9,040		—		9,040
Amortization of debt discounts	(2,640)		—		(2,640)
Change in fair value of share-settled redemption feature and gain on conversion of convertible notes	(29,512)		—		(29,512)
Change in fair value of SPAC Warrants	(24,314)		715		(23,599)
Change in fair value of Earn Out Liability	(96,522)		—		(96,522)
Other operating activities	1,175		—		1,175
Changes in:
Accounts receivable, net	(2,941)		(477)		(3,418)
Prepaid expenses	(4,877)		2,316		(2,561)
Other current and non-current assets	3,317		3,284		6,601
Accounts payable	(22,382)		2,294		(20,088)
Accrued liabilities	6,895		5,646		12,541
Taxes payable	4,251		961		5,212
Deferred revenue	19,089		8,135		27,224
Operating lease ROU assets and operating lease liabilities, net	(24,264)		(14,036)		(38,300)
Other current and non-current liabilities	2,474		—		2,474
Net cash used in operating activities	(91,615)		578		(91,037)
Cash flows from investing activities:
Purchase of property and equipment	(16,145)		(578)		(16,723)
Capitalization of internal-use software	(2,236)		—		(2,236)
Net cash used in investing activities	(18,381)		(578)		(18,959)
Cash flows from financing activities:
Proceeds from Delayed Draw Notes	159,225		—		159,225
Repayment of debt and related fees	(27,745)		—		(27,745)

Proceeds from business combination and PIPE offering	325,928		—		325,928
Common stock issuance costs	(58,555)		—		(58,555)
Proceeds from exercise of stock options and common stock warrants	1,447		—		1,447
Net cash provided by financing activities	400,300		—		400,300
Effects of foreign exchange on cash	499		—		499
Net change in cash, cash equivalents, and restricted cash	290,803		—		290,803
Cash, cash equivalents, and restricted cash at beginning of year	69,941		—		69,941
Cash, cash equivalents, and restricted cash at end of year	$	360,744	$	—	$	360,744

CONDENSED CONSOLIDATED BALANCE SHEET (Unaudited)

(in thousands, except share data)


	September 30, 2022
	As Previously		Restatement
	Reported		Adjustments		As Restated
Assets
Current assets:
Cash and cash equivalents	$	317,324	$	—	$	317,324
Restricted cash	1,131		—		1,131
Total cash, cash equivalents and restricted cash	318,455		—		318,455
Accounts receivable, net of allowance	5,658		731		6,389

Prepaid expenses	7,530		591		8,121
Other current assets	10,435		(638)		9,797
Total current assets	342,078		684		342,762
Property and equipment, net	35,469		453		35,922
Operating lease ROU assets	1,139,713		100,787		1,240,500
Other non-current assets	15,272		(745)		14,527
Total assets	$	1,532,532	$	101,179	$	1,633,711

Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	9,236	$	1,030	$	10,266
Accrued liabilities	16,504		18,969		35,473
Taxes payable	14,368		984		15,352
Deferred revenue	49,431		2,080		51,511

Current operating lease liabilities	146,550		(9,220)		137,330
Other current liabilities	2,349		(2,080)		269
Total current liabilities	238,438		11,763		250,201
Non-current operating lease liabilities	1,082,412		101,332		1,183,744
Long-term debt, net	166,707		—		166,707
Other non-current liabilities	6,204		220		6,424
Total liabilities	1,493,761		113,315		1,607,076



Stockholders’ equity:
Common stock(1)	1		—		1
Additional paid-in capital(1)	942,758		(2,240)		940,518
Cumulative translation adjustment	19,216		—		19,216
Accumulated deficit	(923,204)		(9,896)		(933,100)
Total stockholders’ equity	38,771		(12,136)		26,635
Total liabilities and stockholders’ equity	$	1,532,532	$	101,179	$	1,633,711

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited)

(in thousands, except share data)


	Three months ended September 30, 2022				Nine months ended September 30, 2022
	As Previously		Restatement				As Previously		Restatement
	Reported		Adjustments		As Restated		Reported		Adjustments		As Restated

Revenue	$	124,526	$	2,072	$	126,598	$	326,314	$	3,367	$	329,681
Costs and operating expenses:
Cost of revenue (excluding depreciation and amortization)	76,884		6,301		83,185		229,967		15,908		245,875
Operations and support	55,586		(2,571)		53,015		157,856		(3,944)		153,912
General and administrative	33,016		(1,771)		31,245		101,274		(3,353)		97,921
Research and development	6,936		—		6,936		22,649		—		22,649
Sales and marketing	13,372		40		13,412		35,247		762		36,009
Restructuring and other charges	—		—		—		4,033		—		4,033
Total costs and operating expenses	185,794		1,999		187,793		551,026		9,373		560,399
Loss from operations	(61,268)		73		(61,195)		(224,712)		(6,006)		(230,718)

Interest expense, net	4,112		—		4,112		16,696		—		16,696
Change in fair value of SPAC Warrants	495		(495)		—		(23,819)		220		(23,599)
Change in fair value of Earn Out Liability	2,223		—		2,223		(94,299)		—		(94,299)
Change in fair value of share-settled redemption feature and gain on conversion of convertible notes	—		—		—		(29,512)		—		(29,512)
Other expense, net	5,175		—		5,175		14,050		—		14,050
Total non-operating expense (income), net	12,005		(495)		11,510		(116,884)		220		(116,664)
Loss before income taxes	(73,273)		568		(72,705)		(107,828)		(6,226)		(114,054)
Provision for income taxes	416		—		416		564		—		564
Net loss	$	(73,689)	$	568	$	(73,121)	$	(108,392)	$	(6,226)	$	(114,618)

Basic and diluted net loss per common share	$	(6.83)	$	0.05	$	(6.78)	$	(10.70)	$	(0.62)	$	(11.32)

Other comprehensive loss:
Net loss	$	(73,689)	$	568	$	(73,121)	$	(108,392)	$	(6,226)	$	(114,618)
Change in foreign currency translation adjustment	4,833		—		4,833		11,916		—		11,916
Comprehensive loss	$	(68,856)	$	568	$	(68,288)	$	(96,476)	$	(6,226)	$	(102,702)

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited)

(in thousands)


	Nine months ended September 30, 2022
	As Previously		Restatement
	Reported		Adjustments		As Restated

Cash flows from operating activities:
Net loss	$	(108,392)	$	(6,226)	$	(114,618)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	17,801		—		17,801
Stock-based compensation	18,139		(2,240)		15,899
Amortization of operating lease ROU assets	105,569		—		105,569

Loss on foreign exchange	13,092		—		13,092
Capitalization of paid-in-kind interest on long-term debt	12,544		—		12,544
Amortization of debt issuance costs	149		—		149
Amortization of debt discounts	3,374		—		3,374
Change in fair value of share-settled redemption feature and gain on conversion of convertible notes	(29,512)		—		(29,512)
Change in fair value of SPAC Warrants	(23,819)		220		(23,599)
Change in fair value of Earn Out Liability	(94,299)		—		(94,299)
Other operating activities	1,362		—		1,362
Changes in:
Accounts receivable, net	(1,560)		(731)		(2,291)
Prepaid expenses	(2,543)		—		(2,543)
Other current and non-current assets	10,750		(3,446)		7,304
Accounts payable	(28,401)		636		(27,765)
Accrued liabilities	2,295		18,969		21,264
Taxes payable	6,181		984		7,165
Deferred revenue	30,204		3,600		33,804
Operating lease ROU assets and operating lease liabilities, net	(58,493)		(8,675)		(67,168)
Other current and non-current liabilities	1,467		(2,080)		(613)
Net cash used in operating activities	(124,092)		1,011		(123,081)
Cash flows from investing activities:
Purchase of property and equipment	(23,579)		(1,011)		(24,590)
Capitalization of internal-use software	(2,510)		—		(2,510)
Net cash used in investing activities	(26,089)		(1,011)		(27,100)
Cash flows from financing activities:
Proceeds from Delayed Draw Notes	159,225		—		159,225
Repayment of debt and payment of early termination fees	(27,745)		—		(27,745)

Proceeds from business combination and PIPE offering	325,928		—		325,928
Common stock issuance costs	(58,555)		—		(58,555)
Proceeds from exercise of stock options and common stock warrants	1,702		—		1,702
Net cash provided by financing activities	400,555		—		400,555
Effects of foreign exchange on cash	(1,860)		—		(1,860)
Net change in cash, cash equivalents, and restricted cash	248,514		—		248,514
Cash, cash equivalents, and restricted cash at beginning of year	69,941		—		69,941
Cash, cash equivalents, and restricted cash at end of year	$	318,455	$	—	$	318,455

Balance Sheet Details

12 Months Ended

Dec. 31, 2023

Supplemental Balance Sheet Information [Abstract]

Balance Sheet Details

Other current assets

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


	December 31,
	2023		2022
Non-income-related tax assets	$	10,030	$	8,100
Deposits due from landlords	844		287
Other current assets	471		1,037
Total other current assets	$	11,345	$	9,424

Other non-current assets

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


	December 31,
	2023		2022
Long-term deposits due from landlords	$	12,667	$	14,672
Deferred tax assets	1,738		—
Debt issuance costs on undrawn credit facilities	518		666
Other non-current assets	227		187
Total non-current assets	$	15,150	$	15,525

Accrued liabilities

Accrued liabilities consists of the following (in thousands):


	December 31,
	2023		2022
Accrued legal expenses	$	15,219	$	1,074
Accrued compensation	4,395		5,102
Accrued direct costs (1)	3,754		2,358

Deferred FF&E allowances	2,459		13,299
Accrued other liabilities	12,799		12,063
Total accrued liabilities	$	38,626	$	33,896

(1) Direct costs include utilities, maintenance, insurance, cleaning, and other expenses related to the Company’s properties.

Leases - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended	12 Months Ended
Leases - Narrative (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Sep. 30, 2023	Dec. 31, 2023	Dec. 31, 2022
Lessee, Lease, Description [Line Items]
Weighted average remaining lease term			7 years 3 months 18 days	7 years 6 months
Weighted average discount rate			9.60%	9.50%
Future lease payments for leases not yet commenced			$ 800,000
Impairment losses	$ 1,087	$ 1,087	$ 58,500	$ 79,100
Minimum
Lessee, Lease, Description [Line Items]
Lease term for leases not yet commenced			5 years
Maximum
Lessee, Lease, Description [Line Items]
Lease term for leases not yet commenced			20 years

Restatement of Previously Issued Financial Statements - CONSOLIDATED BALANCE SHEET (Details) - USD ($) $ in Thousands	3 Months Ended						6 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2023	Jun. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Retained Earnings (Accumulated Deficit)	$ (1,189,562)	$ (1,145,378)	$ (1,063,513)	$ (859,979)	$ (805,335)	$ (818,482)	$ (1,063,513)	$ (818,482)	$ (1,063,513)	$ (818,482)	$ (1,063,513)	$ (818,482)	$ (524,527)
Net loss	(57,630)	(44,184)	(81,865)	(73,121)	(54,644)	13,147	(126,049)	(41,497)	(183,679)	(114,618)	(295,668)	(245,031)	(293,955)
Retained Earnings (Accumulated Deficit)	(1,247,192)	(1,189,562)	(1,145,378)	(933,100)	(859,979)	(805,335)	(1,189,562)	(859,979)	(1,247,192)	(933,100)	(1,359,181)	(1,063,513)	(818,482)
Beginning balance (As Restated)	(215,262)	(175,955)	(101,485)	89,162	133,517	(768,076)	(101,485)	(768,076)	(101,485)	(768,076)	(101,485)	(768,076)	(504,962)
As Previously Reported
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Retained Earnings (Accumulated Deficit)	(1,112,312)	(1,066,985)	(980,554)	(849,515)	(803,849)	(814,812)	(980,554)	(814,812)	(980,554)	(814,812)	(980,554)	(814,812)	(520,425)
Net loss	(64,276)	(45,327)	(86,431)	(73,689)	(45,666)	10,963	(131,758)	(34,703)	(196,034)	(108,392)		(165,742)	(294,387)
Retained Earnings (Accumulated Deficit)	(1,176,588)	(1,112,312)	(1,066,985)	(923,204)	(849,515)	(803,849)	(1,112,312)	(849,515)	(1,176,588)	(923,204)		(980,554)	(814,812)
Beginning balance (As Restated)	(136,592)	(96,827)	(19,947)	101,092	135,988	(764,406)	(19,947)	(764,406)	(19,947)	(764,406)	(19,947)	(764,406)	(500,860)
Restatement Adjustments
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Retained Earnings (Accumulated Deficit)	(77,250)	(78,393)	(82,959)	(10,464)	(1,486)	(3,670)	(82,959)	(3,670)	(82,959)	(3,670)	(82,959)	(3,670)	(4,102)
Net loss	6,646	1,143	4,566	568	(8,978)	2,184	5,709	(6,794)	12,355	(6,226)		(79,289)	432
Retained Earnings (Accumulated Deficit)	(70,604)	(77,250)	(78,393)	(9,896)	(10,464)	(1,486)	(77,250)	(10,464)	(70,604)	(9,896)		(82,959)	(3,670)
Beginning balance (As Restated)	$ (78,670)	$ (79,128)	$ (81,538)	$ (11,930)	$ (2,471)	$ (3,670)	$ (81,538)	$ (3,670)	$ (81,538)	$ (3,670)	$ (81,538)	$ (3,670)	$ (4,102)

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

Amount of accumulated undistributed earnings (deficit).

Amount of equity (deficit) attributable to parent. Excludes temporary equity and equity attributable to noncontrolling interest.

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Recently Issued Accounting Standards	12 Months Ended
Recently Issued Accounting Standards	Dec. 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 consolidated financial statements. In February 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842), which has subsequently been amended by ASUs 2018-01, 2018-10, 2018-11, 2018-20, 2019-01, 2019-10, and 2020-05. The guidance requires the recognition of ROU assets and lease liabilities on the balance sheet for substantially all leases under U.S. GAAP. The Company has elected to use the transition relief approach as provided in ASU 2018-11, which permits the Company to use January 1, 2022 as both the application date and the adoption date, rather than the modified retrospective approach. The Company also elected certain relief options offered within the new standard, which include the package of practical expedients, the option not to recognize an ROU asset and lease liability that arise from short-term leases (i.e., leases with terms of 12 months or less), and the option of hindsight when determining lease term. Substantially all of the Company’s lease agreements are considered operating leases and were not previously recognized on the Company’s balance sheets. Recently Issued Accounting Standards Not Yet Adopted On November 27, 2023, the FASB issued ASU No. 2023-07 Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. Among other new disclosure requirements, ASU 2023-07 requires companies to disclose significant segment expenses that are regularly provided to the chief operating decision maker. ASU 2023-07 will be effective for annual periods beginning on January 1, 2024 and interim periods beginning on January 1, 2025. ASU 2023-07 must be applied retrospectively to all prior periods presented in the financial statements. We are evaluating the disclosure impact of ASU 2023-07; however, the standard will not have a material impact on the Company’s consolidated financial statements. On December 14, 2023, the FASB issued ASU No. 2023-09 Income Taxes (Topic 740): Improvements to Income Tax Disclosures. ASU 2023-09 requires companies to disclose, on an annual basis, specific categories in the effective tax rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. In addition, ASU 2023-09 requires companies to disclose additional information about income taxes paid. ASU 2023-09 will be effective for annual periods beginning January 1, 2025 and will be applied on a prospective basis with the option to apply the standard retrospectively. We are evaluating the disclosure impact of ASU 2023-09 and its impact on the Company’s consolidated financial statements. In March 2024, the SEC adopted final rules requiring public entities to provide certain climate-related information in their registration statements and annual reports. As part of the disclosures, entities will be required to quantify certain effects of severe weather events and other natural conditions in a note to their audited financial statements. The rules will be effective for annual periods beginning in calendar 2025. In April 2024, the SEC voluntarily stayed implementation of the final rules pending certain legal challenges. We are assessing the effect of the new rules on our consolidated financial statements and related disclosures.

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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Share-Based Payment Arrangement [Abstract]

Equity Incentive Plans and Stock-Based Compensation

12 Months Ended

Dec. 31, 2023

Equity Incentive Plans and Stock-Based Compensation

Equity Incentive Plans

2013 and 2019 Equity Incentive Plans: Prior to consummation of the Business Combination, Legacy Sonder provided for the grant of stock-based awards to purchase or directly issue shares of common stock to employees, directors, and consultants through its 2013 and 2019 Equity Incentive Plans (the “Legacy Equity Incentive Plans”). Options were granted

at a price per share equal to the fair value of the underlying common stock at the date of grant. Stock options generally had a 10-year contractual term and vest over a four-year period starting from the date specified in each agreement.

Each Legacy Sonder stock option from the Legacy Equity Incentive Plans that was outstanding immediately prior to consummation of the Business Combination, whether vested or unvested, was converted into an option to acquire a number of shares of common stock (the “Exchanged Options”) equal to the product of: (i) the number of shares of Legacy Sonder common stock subject to such Legacy Sonder option immediately prior to consummation of the Business Combination; and (ii) the recapitalization option exchange ratio, as discussed in Note 16, Business Combination. The Exchanged Options are exercisable at an exercise price per share equal to: (i) the exercise price per share of such Legacy Sonder option immediately prior to consummation of the Business Combination; divided by (ii) the recapitalization exchange ratio. Except as specifically provided in the Merger Agreement (as defined in Note 16, Business Combination), following the Business Combination, each Exchanged Option will continue to be governed by the same terms and conditions as were applicable to the corresponding former Legacy Sonder option immediately prior to the Business Combination. All stock option activity was retroactively restated to reflect the Exchanged Options.

Sonder Holdings Inc. 2021 Management Equity Incentive Plan: In connection with the Business Combination, GMII’s stockholders approved the 2021 Management Equity Incentive Plan (the “2021 Management Equity Incentive Plan”). Employees, including directors and officers, and consultants who receive awards under the 2021 Management Equity Incentive Plan may receive their pro-rata share of awards up to an aggregate of 725,000 shares of common stock that will vest upon the common stock achieving certain benchmark share prices as contemplated by the Merger Agreement (as defined in Note 16, Business Combination). If these benchmark share prices are not achieved within the period specified in the Merger Agreement (as defined in Note 16, Business Combination), the unvested awards will not be issued.

Sonder Holdings Inc. 2021 Equity Incentive Plan: In connection with the Business Combination, GMII’s stockholders approved the 2021 Equity Incentive Plan (the “2021 Equity Incentive Plan”). The 2021 Equity Incentive Plan became effective upon consummation of the Business Combination and succeeds the Legacy Equity Incentive Plans. Under the 2021 Equity Incentive Plan, the Company may grant options, stock appreciation rights, restricted stock, RSUs, and performance awards to employees, directors, and consultants. Options are granted at a price per share equal to the fair value of the underlying common stock at the date of grant. Options granted are exercisable over a maximum term of 10 years from the date of grant. RSUs typically have a cliff vesting period of one year and continue to vest quarterly thereafter. The Company is authorized to issue up to 1,300,119 shares under this plan, of which 569,715 shares remain available for future grants at December 31, 2023.

The total number of shares that may be issued under the 2021 Equity Incentive Plan will automatically increase on the first trading day of each calendar year, which began in calendar year 2022, by a number of shares equal to the lesser of: (i) 1,641,008 shares; (ii) 12.5% of the total number of shares outstanding as of immediately following consummation of the Business Combination (including the number of shares of common stock reserved for issuance upon the exchange of Canadian Exchangeable Shares (as defined in the Merger Agreement) issued in the Sonder Canada Share Capital Reorganization (as defined in the Merger Agreement) corresponding to shares of company special voting stock to be issued immediately following consummation of the Business Combination); (iii) five percent (5.0%) of the total number of shares outstanding on the last day of the immediately preceding fiscal year; and (iv) a lesser number of shares determined by the administrator.

Sonder Holdings Inc. 2021 Employee Stock Purchase Plan: In connection with the Business Combination, GMII’s stockholders approved the 2021 Employee Stock Purchase Plan (the “ESPP”). The ESPP allows eligible employees to purchase shares of the Company’s common stock at 85.0% of stock price on the first trading day of the offering period or on the last day of the offering period, whichever is lower. Employees can contribute up to 15.0% of their eligible compensation to purchase shares. The ESPP provides for either (i) 27-month offering period, or (ii) such shorter period as may be established by the administrator from time to time. The Company is authorized to issue up to 353,024 shares under the ESPP, all of which remain available for future issuance as of December 31, 2023.

The number of shares of common stock available for issuance under the ESPP will automatically be increased on the first day of each fiscal year, which began in calendar year 2022 and ends in the 2041 fiscal year, equal to the least of: (i) 328,202 shares of common stock; (ii) 2.5% of the total number of shares of common stock outstanding immediately following consummation of the Business Combination (including the number of shares of common stock reserved for issuance upon the exchange of Canadian Exchangeable Shares (as defined in the Merger Agreement) issued in the Sonder Canada Share Capital Reorganization (as defined in the Merger Agreement) corresponding to shares of Company special voting stock to be issued immediately following consummation of the Business Combination); (iii) one percent (0.1%) of the outstanding shares of Common Stock on the last day of the immediately preceding fiscal year; or (iv) a lesser number of shares determined by the administrator.

Stock Option Repricing

On December 1, 2022 (the “Repricing Date”), the Company closed an offer to reprice certain eligible stock options, whether vested or unvested, with modified vesting terms such that all previously vested options became unvested on the Repricing Date. As a result of the repricing, the exercise price for a total of 1,014,631 options was reduced to $34.80 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 (in thousands):


	Year ended December 31,
	2023		2022		2021
Operations and support	$	7,456	$	4,880	$	2,520
General and administrative	17,439		15,681		20,835
Research and development	3,265		3,387		1,740
Sales and marketing	338		389		152
Total stock-based compensation expense	$	28,498	$	24,337	$	25,247

Stock Options: The Company measures stock-based compensation expense for stock options at the grant date fair value of the award and recognizes the expense on a straight-line basis over the requisite service period, which is generally the vesting period. The fair value of stock options is estimated using the Black-Scholes option-pricing model. During the years ended December 31, 2023, 2022, and 2021 the Company recorded stock-based compensation expense from stock options of approximately $19.7 million, $15.7 million, and $13.6 million, respectively.

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

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:


	Year ended December 31,
	2023		2022		2021
Expected term (in years)	6.09 - 6.22		4.09 - 6.25		3.99 - 4.02
Expected volatility	50.4% - 51.2%		50.0% - 55.4%		62.7% - 64.2%
Dividend yield	—	%	—	%	—	%
Risk-free interest rate	3.50% - 4.40%		1.79% - 4.34%		0.40% - 1.00%
Weighted-average grant-date fair value per share	$1.35 - $13.69		$17.40 - $42.60		$90.80 - $131.80

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


	Options Outstanding
	Number of Options	Weighted- Average Exercise Price per Option		Weighted- Average Remaining Contractual Term	Aggregate Intrinsic Value
Balance as of December 31, 2021	1,535,342	$	51.00	8.48	$	107,556
Granted	629,215	$	39.20
Exercised	(46,568)	$	33.60
Forfeited	(257,030)	$	103.60
Canceled	(27,009)	$	62.00
Balance as of December 31, 2022	1,833,950	$	39.80	7.63	$	88
Granted	1,301,035	$	11.47
Exercised	(469)	$	17.71
Forfeited	(305,787)	$	31.94
Canceled	(142,806)	$	74.32
Balance as of December 31, 2023	2,685,923	$	25.28	7.85	$	88
As of December 31, 2023
Options vested and exercisable	975,987	$	34.77	6.08	$	—
Options vested and expected to vest	2,685,923	$	25.28	7.85	$	88

The weighted-average grant-date fair value of options granted during the year ended December 31, 2023 was $6.13. The weighted-average grant-date fair value of options granted during the years ended December 31, 2022 and 2021 was $18.60 and $99.80, prior to application of the recapitalization exchange ratio discussed above. The total intrinsic value of options exercised during the year ended December 31, 2023 was de minimis. The total intrinsic value of options exercised during the years ended December 31, 2022 and 2021 was $2.7 million, and $14.5 million, respectively.

Performance and Market-Based Equity Awards:

The 2019 CEO Option Award. On November 15, 2023, 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 280,664 options (the “2019 CEO Option Award”), which Mr. Davidson exercised in full in December 2020, with a promissory note payable to the Company in the amount of $24.6 million (the “Promissory Note”). 102,059 of these options vest in 72 equal monthly installments starting as of October 1, 2017 (the “Service-Based Options”), subject to Mr. Davidson’s continuous employment with the Company, and 178,604 options are performance-based and vest upon completion of certain performance milestones, subject to Mr. Davidson’s continuous employment with the Company. 127,573 of the performance-based options were modified during the year ended December 31, 2021 and, as a result, vested in full, while the remaining 51,029 performance-based awards vest upon the Company achieving a certain market capitalization milestone (the “Market Capitalization Condition”).

The Promissory Note. The Promissory Note discussed above bore interest at the rate of 2.0% per annum, compounding semiannually. The principal amounts and accrued interest were due upon the consummation of the Business Combination. On January 14, 2022, the aggregate outstanding principal amount and interest under the Promissory Note was repaid in full as a result of Mr. Davidson selling 92,797 shares of Legacy Sonder common stock to the Company at a repurchase price of $277 per Legacy Sonder common share (number of shares and amount per share is not adjusted for the application of the recapitalization exchange ratio discussed above), which was equal to the fair value of a share of Legacy Sonder common stock as of the repurchase date, for a total aggregate repurchase price of $25.7 million.

The Service-Based Options. The fair value of the Service-Based Options was estimated using the Black-Scholes option pricing model. The grant date fair value of these awards was $3.2 million and was recognized on a straight-line basis over the term of the award.

2021 Modification of the 2019 CEO Option Award. During the three months ended March 31, 2021, the CEO Performance Awards were modified to accelerate the vesting of the IPO Condition and the Qualified Financing Condition because the Legacy Sonder Board desired to reward Mr. Davidson in leading the Company to perform above expectations given the economic impact of the COVID-19 pandemic, especially in the hospitality sector, and additionally, engaging the Company in potential strategic transactions which resulted in increased company valuations. While the vesting of the options under the Market Capitalization Condition were not accelerated by the Legacy Sonder Board, the Legacy Sonder Board approved a resolution clarifying that the Market Capitalization Condition would be eligible to vest in connection with a business combination with a special purpose acquisition company that otherwise achieves the applicable Market Capitalization Condition using an equivalent share price rather than the market capitalization. The modification-date fair values of the CEO Performance Awards was estimated using a Monte Carlo simulation. The Monte Carlo simulation utilizes multiple input variables to estimate the probability that performance conditions will be achieved. These variables include the Company’s expected stock price volatility over the expected term of the award, historical and projected employee stock option exercise behaviors, and the risk-free interest rate for the expected term of the award. The Company recognizes compensation expense for its performance awards using an accelerated attribution method from the time it is deemed probable that the vesting condition will be met through the time the service-based vesting condition has been achieved.

The Company recognized $11.6 million in expense related to the acceleration of the IPO Condition and the Qualified Financing Condition during the year ended December 31, 2021, and did not recognize expense related to the IPO Condition or Qualified Financing Condition during the year ended December 31, 2023 and 2022. Additionally, during the year ended December 31, 2023 and 2022, the Company recognized $1.0 million and $1.5 million in stock-based compensation expense related to the vesting of the Market Capitalization Condition. The Company did not recognize expense related to the vesting of the Market Capitalization Condition during the year ended December 31, 2021.

The 2021 CEO Option Award. On February 18, 2021, the Legacy Sonder Board granted a total of 3,061,794 options to Mr. Davidson (the “2021 CEO Option Award”). The options vest upon the successful consummation of the Business Combination and upon certain share price milestones, subject to Mr. Davidson’s continuous employment at the Company during each such event. The Company recognized $0.9 million and $2.2 million in

expense related to the 2021 CEO Option Award during the years ended December 31, 2023 and 2022, respectively, and did not recognize expense related to the 2021 CEO Option Award during the year ended 2021.

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

2022 Modification of the 2019 CEO Option Award and the 2021 CEO Option Award. On December 28, 2022, the 2019 CEO Option Award shares subject to the Market Capitalization Condition and the 2021 CEO Option Award were amended. The amendments modified the vesting terms of the awards to align more closely with macroeconomic trends and the Company's performance. Prior to the amendments, the 2019 CEO Option Award included that the estimated price per share of the Company’s common stock that would be required to meet the market capitalization goal of $5.0 billion by November 19, 2026 was approximately $361.00. Pursuant to the amendments, adjustments were made to the performance goal required to be achieved by November 19, 2026 from a market capitalization goal of $5.0 billion to a stock price target of $105.40. Prior to the amendments, the 2021 CEO Option Award market value targets required to be achieved by December 31, 2023, December 31, 2024, and December 31, 2025 were approximately $304.00, $422.00, and $481.00. Pursuant to the amendment, the adjusted dates for the market value targets to be achieved, and the market value targets required to be achieved were changed to December 31, 2025 December 31, 2026 and December 31, 2027, and to $90.60, $127.80, and $142.80, respectively. The amendment represented a modification of the awards. The impact of the modification was immaterial to the consolidated financial statements for the year ended December 31, 2022 and resulted in approximately $1.5 million of incremental expense to be recognized in future years, over the remaining life of the awards.

RSUs: The fair value of the Company’s RSUs is expensed ratably over the vesting period. The Company’s RSUs generally vest over four years, with a cliff equal to one-fourth of the award after the first year, and then quarterly thereafter over the remaining service period. For the years ended December 31, 2023 and 2022, the Company recorded stock-based compensation expense from RSUs of approximately $6.1 million and $4.4 million, respectively. No stock-based compensation expense from RSUs was recorded in 2021.

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


	RSUs Outstanding
	Number of RSUs	Weighted- Average Grant Date Fair Value
Unvested as of December 31, 2022	583,707	$	44.27
Granted	141,987	$	12.19
Vested	(154,062)	$	43.74
Forfeited	(212,457)	$	39.04
Unvested as of December 31, 2023	359,175	$	34.94

MSUs: In May 2022, the Company issued MSUs to certain key executives in accordance with the Company’s 2021 Management Equity Incentive Plan. One-sixth of the MSUs vest upon (including prior to but contingent on) the occurrence of each of six distinct triggering events, including if certain share price targets are met, within the five-year period ending July 17, 2027.

The Company determined the grant-date fair value of the MSUs using a Monte Carlo simulation. The Company recognizes stock-based compensation for the MSUs over the requisite service period, which is approximately four years, using the accelerated attribution method. During the year ended December 31, 2023, the Company did not grant MSUs. During the year ended December 31, 2022, the Company granted 725,000 MSUs at a total grant-date fair value of $4.2 million. During the year ended December 31, 2023 and 2022, the Company recognized approximately $0.8 million and $0.5 million, respectively, in stock-based compensation expense from MSUs. No stock-based compensation expense from MSUs was recorded in 2021.

Income Taxes - Narrative (Details) - USD ($) $ in Millions	12 Months Ended
Income Taxes - Narrative (Details) - USD ($) $ in Millions	Dec. 31, 2023	Dec. 31, 2022
Income Tax Expense (Benefit) [Line Items]
Increase in valuation allowance	$ 77.9	$ 77.6
Net operating loss carryforwards set to expire	11.0
Net operating loss carryforwards with no expiration	601.4
Federal
Income Tax Expense (Benefit) [Line Items]
Net operating loss carryforwards	612.4	520.5
State
Income Tax Expense (Benefit) [Line Items]
Net operating loss carryforwards	507.5	452.4
Foreign
Income Tax Expense (Benefit) [Line Items]
Net operating loss carryforwards	$ 203.3	165.5
Foreign \| Capital Loss Carryforward
Income Tax Expense (Benefit) [Line Items]
Tax credit carryforwards		$ 62.0

Leases - Schedule of Future Minimum Lease Payments Under Non-Cancellable Leases After Adoption (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Jun. 30, 2022	Mar. 31, 2022
Operating Leases
2024	$ 288,864
2025	265,974
2026	255,220
2027	226,976
2028	197,742
Thereafter	593,088
Gross lease payments	1,827,864
Less: imputed interest	238,920
Total operating lease obligations, net	$ 1,588,944
Prepaid rent		$ 0	$ 0

Revenue - Schedule of Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Accounts Receivable, Allowance for Credit Loss [Roll Forward]
Beginning balance	$ 972	$ 4,127
Additions	8,788	1,622
Write-offs, net of recoveries	(3,564)	(4,777)
Ending balance	$ 6,196	$ 972

Basis of Presentation (Tables)

12 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

Schedule of Supplemental Cash Flow Information

The following table shows supplemental cash flow information (in thousands):


	2023		2022		2021
Supplemental disclosure of cash flow information:
Cash paid for income taxes during the year	$	905	$	490	$	300
Cash paid for interest during the year	$	2,464	$	2,486	$	4,550
Supplemental disclosure of non-cash investing and financing activities:
ROU assets acquired	$	205,285	$	312,478	$	—
Conversion of Convertible Notes	$	—	$	159,173	$	—
Conversion of Legacy Sonder Warrants	$	—	$	1,243	$	—
Reclassification of liability-classified Legacy Sonder Warrants to equity	$	—	$	2,111	$	—
Recognition of Earn Out Liability	$	—	$	(98,117)	$	—
Recognition of SPAC Warrants	$	—	$	(38,135)	$	—
Issuance of Delayed Draw Warrants	$	—	$	5,598	$	—
Conversion of Post-Combination Exchangeable Shares	$	—	$	49,733	$	—
Conversion of Redeemable Convertible Preferred Stock	$	—	$	518,760	$	—
Reconciliation of cash and restricted cash:
Cash	$	95,763	$	246,624	$	69,726
Restricted cash	40,734		42,562		215
Cash and restricted cash at end of period	$	136,497	$	289,186	$	69,941

Schedule of Useful Lives of Property and Equipment

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


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

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


	December 31,
	2023		2022
Furniture and fixtures	$	80,029	$	72,483
Computers and software	12,026		11,013
Internal-use software	15,988		14,185
Office equipment and other	716		722
Leasehold improvements	5,054		1,995
Construction-in-progress (1)	777		1,435
Property and equipment	114,590		101,833
Less: accumulated depreciation	(91,815)		(69,227)
Property and equipment, net	$	22,775	$	32,606

(1) Primarily includes costs for internal-use software.

Equity Incentive Plans and Stock-Based Compensation - Schedule of Fair Value Inputs for Options (Details) - $ / shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Dividend yield	0.00%
Weighted-average grant-date fair value of options granted (in dollars per share)	$ 6.13	$ 18.60	$ 99.80
Stock Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected volatility, minimum	50.40%	50.00%	62.70%
Expected volatility, maximum	51.20%	55.40%	64.20%
Dividend yield	0.00%	0.00%	0.00%
Risk-free interest rate, minimum	3.50%	1.79%	0.40%
Risk-free interest rate, maximum	4.40%	4.34%	1.00%
Stock Options \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term (in years)	6 years 1 month 2 days	4 years 1 month 2 days	3 years 11 months 26 days
Weighted-average grant-date fair value of options granted (in dollars per share)	$ 1.35	$ 17.40	$ 90.80
Stock Options \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term (in years)	6 years 2 months 19 days	6 years 3 months	4 years 7 days
Weighted-average grant-date fair value of options granted (in dollars per share)	$ 13.69	$ 42.60	$ 131.80

Revenue (Tables)

12 Months Ended

Dec. 31, 2023

Revenue from Contract with Customer [Abstract]

Schedule of Disaggregated Revenue

Revenue disaggregated between direct and indirect revenue is as follows (in thousands):


	Year ended December 31,
	2023		2022		2021
Direct revenue	$	282,923	$	221,683	$	120,617
Indirect revenue	319,143		243,295		113,528
Total revenue	$	602,066	$	464,978	$	234,145

Schedule of Revenue by Geographical Area

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


	Year ended December 31,
	2023		2022		2021
Americas:
United States	$	370,825	$	310,995	$	159,179
Other Americas(1)	60,161		37,118		10,729
Total Americas	430,986		348,113		169,908
Europe and Middle East:
Great Britain	38,664		28,506		20,691
United Arab Emirates	68,019		51,140		31,380
Other	64,397		37,219		12,166
Total Europe and Middle East	171,080		116,865		64,237
Total revenue	$	602,066	$	464,978	$	234,145

(1) As of December 31, 2023, 2022, and 2021, Other Americas is comprised of Canada and Mexico.

Schedule of Allowance for Doubtful Accounts

The following table summarizes the activity in the Company's allowance for expected credit losses balance (in thousands):


	Year ended December 31,
	2023		2022
Beginning balance	$	972	$	4,127
Additions	8,788		1,622
Write-offs, net of recoveries	(3,564)		(4,777)
Ending balance	$	6,196	$	972

Basis of Presentation - Narrative (Details) $ / shares in Units, $ in Millions			12 Months Ended
	Aug. 13, 2024 USD ($) $ / shares	Sep. 20, 2023 $ / shares shares	Aug. 13, 2025	Dec. 31, 2023 USD ($) entity covenant segment	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Sep. 19, 2023 shares	Jan. 18, 2022 $ / shares shares
Property, Plant and Equipment [Line Items]
Number of variable interest entities \| entity				1
Conversion ratio		0.05
Common stock par value (in dollars per share) \| $ / shares		$ 0.0001
Preferred stock, shares authorized (in shares) \| shares		250,000,000						250,000,000
Exercise price (in dollars per share) \| $ / shares		$ 230.00
Covenant not in compliance \| covenant				1
Number of operating segments \| segment				1
Number of reportable segments \| segment				1
Advertising expenses \| $				$ 15.4	$ 6.4	$ 5.6
Requisite service period				4 years
Dividend yield				0.00%
Subsequent Event
Property, Plant and Equipment [Line Items]
Common stock par value (in dollars per share) \| $ / shares	$ 0.0001
Subsequent Event \| Delayed Draw Notes
Property, Plant and Equipment [Line Items]
Cure period			30 days
Subsequent Event \| Marriott License Agreement
Property, Plant and Equipment [Line Items]
License agreement amount \| $	$ 15.0
Private Placement Warrants
Property, Plant and Equipment [Line Items]
Number of shares warrants per share \| shares		0.05
Exercise price (in dollars per share) \| $ / shares								$ 230.00
Stock Options
Property, Plant and Equipment [Line Items]
Requisite service period				10 years
Dividend yield				0.00%	0.00%	0.00%
Common Stock
Property, Plant and Equipment [Line Items]
Common stock, shares authorized (in shares) \| shares		20,000,000					400,000,000	20,000,000
Special Voting Stock
Property, Plant and Equipment [Line Items]
Common stock, shares authorized (in shares) \| shares		2,000,000					40,000,000	2,000,000
Series A Convertible Preferred Stock \| Subsequent Event \| Private Placement
Property, Plant and Equipment [Line Items]
Aggregate purchase price \| $	43.3
Series A Convertible Preferred Stock \| Subsequent Event \| Private Placement, Tranche two
Property, Plant and Equipment [Line Items]
Aggregate purchase price \| $	$ 28.6

Fair Value Measurement and Financial Instruments - Schedule of Financial Liabilities Measured on Recurring Basis (Details) - Recurring - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Total liabilities measured at fair value	$ 335	$ 3,322
Earn Out Liability
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Earn Out Liability	45	2,417
Public Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Warrant liability	290	905
Level 1
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Total liabilities measured at fair value	290	905
Level 1 \| Earn Out Liability
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Earn Out Liability	0	0
Level 1 \| Public Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Warrant liability	290	905
Level 2
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Total liabilities measured at fair value	0	0
Level 2 \| Earn Out Liability
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Earn Out Liability	0	0
Level 2 \| Public Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Warrant liability	0	0
Level 3
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Total liabilities measured at fair value	45	2,417
Level 3 \| Earn Out Liability
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Earn Out Liability	45	2,417
Level 3 \| Public Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Warrant liability	$ 0	$ 0

Warrants and Stockholders' Deficit - Schedule of Shares of Common Stock Reserved for Future Issuance (Details) - shares	Dec. 31, 2023	Dec. 31, 2022
Class of Stock [Line Items]
Total common stock reserved for future issuance (in shares)	6,985,146	6,324,060
Warrants
Class of Stock [Line Items]
Total common stock reserved for future issuance (in shares)	724,997	724,997
Earnout Liability
Class of Stock [Line Items]
Total common stock reserved for future issuance (in shares)	725,000	725,000
Delayed Draw Note Warrant Liability
Class of Stock [Line Items]
Total common stock reserved for future issuance (in shares)	123,750	123,750
2021 Equity Incentive Plan
Class of Stock [Line Items]
Total common stock reserved for future issuance (in shares)	569,715	444,388
2023 Inducement Equity Incentive Plan
Class of Stock [Line Items]
Total common stock reserved for future issuance (in shares)	141,800	0
Stock Options
Class of Stock [Line Items]
Total common stock reserved for future issuance (in shares)	2,685,922	1,833,950
Stock Options \| 2021 Equity Incentive Plan
Class of Stock [Line Items]
Total common stock reserved for future issuance (in shares)	569,715
Outstanding RSUs
Class of Stock [Line Items]
Total common stock reserved for future issuance (in shares)	359,175	584,590
Market Stock Units
Class of Stock [Line Items]
Total common stock reserved for future issuance (in shares)	567,500	602,998
ESPP
Class of Stock [Line Items]
Total common stock reserved for future issuance (in shares)	353,024	243,646
Exchangeable Shares
Class of Stock [Line Items]
Total common stock reserved for future issuance (in shares)	712,982	1,019,460
Seies C and D Preferred Stock \| Warrants
Class of Stock [Line Items]
Total common stock reserved for future issuance (in shares)	21,281	21,281

Equity Incentive Plans and Stock-Based Compensation - Narrative (Details)									1 Months Ended	12 Months Ended
	Nov. 15, 2023 USD ($) installment shares	Jan. 01, 2023	Dec. 28, 2022 USD ($) $ / shares	Dec. 01, 2022 USD ($) $ / shares shares	Jan. 18, 2022 shares	Jan. 17, 2022	Jan. 14, 2022 USD ($) $ / shares shares	Feb. 18, 2021 USD ($) shares	May 31, 2022 triggering_event	Dec. 31, 2023 USD ($) $ / shares shares	Dec. 31, 2022 USD ($) $ / shares shares	Dec. 31, 2021 USD ($) $ / shares shares	Nov. 15, 2019 USD ($)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Requisite service period										4 years
Total common stock reserved for future issuance (in shares)										6,985,146	6,324,060
Total stock-based compensation expense \| $										$ 28,498,000	$ 24,337,000	$ 25,247,000
Weighted-average grant-date fair value of options granted (in dollars per share) \| $ / shares										$ 6.13	$ 18.60	$ 99.80
Total intrinsic value of options exercised \| $											$ 2,700,000	$ 14,500,000
Number of shares granted and available for purchase (in shares)										1,301,035	629,215
Common stock, capital shares market capitalization, estimated price \| $			$ 5,000,000,000.0
Common stock, capital shares market capitalization, estimated per share (in dollars per share) \| $ / shares			$ 361.00
Common stock, capital shares market capitalization, adjustments per share (in dollars per share) \| $ / shares			105.40
2023 (in dollars per share) \| $ / shares			304.00
2024 (in dollars per share) \| $ / shares			422.00
2025 (in dollars per share) \| $ / shares			481.00
Adjusted 2025 (in dollars per share) \| $ / shares			90.60
Adjusted 2026 (in dollars per share) \| $ / shares			127.80
Adjusted 2027 (in dollars per share) \| $ / shares			$ 142.80
Chief Executive Officer
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares granted and available for purchase (in shares)	280,664
Chief Executive Officer \| The Promissory Note
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares repurchased in debt settlement (in shares)							92,797
Shares repurchased in debt settlement (in dollars per shares) \| $ / shares							$ 277
Shares repurchased in debt settlement \| $							$ 25,700,000
Chief Executive Officer \| Promissory Note
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Notes payable \| $	$ 24,600,000
Interest rate payable annually	2.00%
Common Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Aggregate number of contingently issuable shares (in shares)					725,000
Sonder Holdings Inc. 2021 Management Equity Incentive Plan \| Common Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Aggregate number of contingently issuable shares (in shares)					725,000
Sonder Holdings Inc. 2021 Equity Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized for issuance (in shares)										1,641,008
Total common stock reserved for future issuance (in shares)										569,715	444,388
Percentage of outstanding common stock authorized for issuance										12.50%
Percentage of shares outstanding as of last day of preceding year										5.00%
Stock Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Requisite service period										10 years
Total common stock reserved for future issuance (in shares)										2,685,922	1,833,950
Exercise price options (in shares)				1,014,631
Exercise price reduction (in dollars per share) \| $ / shares				$ 34.80
Total incremental expense to be recognized over the remaining requisite service period \| $				$ 8,400,000
Total stock-based compensation expense \| $										$ 19,700,000	$ 15,700,000	13,600,000
Stock Options \| 2013 Stock Option and Grant Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Contractual term						10 years
Requisite service period						4 years
Stock Options \| Sonder Holdings Inc. 2021 Equity Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Contractual term					10 years
Number of shares authorized for issuance (in shares)					1,300,119
Total common stock reserved for future issuance (in shares)										569,715
Outstanding RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Requisite service period										4 years
Total common stock reserved for future issuance (in shares)										359,175	584,590
Total stock-based compensation expense \| $										$ 6,100,000	$ 4,400,000	0
Granted (in shares)										141,987
Outstanding RSUs \| First vesting
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentages										25.00%
Outstanding RSUs \| Sonder Holdings Inc. 2021 Equity Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Contractual term					1 year
Employee Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total common stock reserved for future issuance (in shares)										353,024	243,646
Employee Stock \| Sonder Holdings Inc. 2021 Employee Stock Purchase Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized for issuance (in shares)										328,202
Percentage of outstanding common stock authorized for issuance		2.50%
Percentage of shares outstanding as of last day of preceding year										0.10%
Purchase price of common stock, percentage of fair market value										85.00%
Percentage of employee compensation eligible for contribution										15.00%
Offering period										27 months
Shares authorized for issuance (in shares)										353,024
Service-Based Awards \| Chief Executive Officer
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense \| $										$ 0	$ 0	$ 11,600,000
Number of shares granted and available for purchase (in shares)	102,059
Equal monthly installments \| installment	72
Grant date fair value of options \| $								$ 3,000,000.0					$ 3,200,000
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)	178,604											51,029
Performance-based options modified (in shares)												127,573
Market Capitalization Units \| Chief Executive Officer
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense \| $										1,000,000.0	1,500,000	$ 0
Grant date fair value of options \| $											1,500,000
2021 CEO Option Award \| Chief Executive Officer
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense \| $										$ 900,000	$ 2,200,000	0
Number of shares granted and available for purchase (in shares)								3,061,794
Market Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Contractual term									5 years
Total common stock reserved for future issuance (in shares)										567,500	602,998
Total stock-based compensation expense \| $										$ 800,000	$ 500,000	$ 0
Number of triggering events \| triggering_event									6
Requisite service period										4 years
Granted (in shares)										0	725,000
Total grant-date fair value \| $											$ 4,200,000
Market Stock Units \| Third vesting
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentages									16.66%
Market Stock Units \| Fourth vesting
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentages									16.66%
Market Stock Units \| First vesting
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentages									16.66%
Market Stock Units \| Fifth vesting
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentages									16.66%
Market Stock Units \| Second vesting
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentages									16.66%
Market Stock Units \| Sixth vesting
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentages									16.66%

Basis of Presentation - Schedule of Useful Lives of Property and Equipment, Net (Details)	Dec. 31, 2023
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Estimated Useful Life	3 years
Computers, software, and office equipment
Property, Plant and Equipment [Line Items]
Estimated Useful Life	3 years
Internal-use software
Property, Plant and Equipment [Line Items]
Estimated Useful Life	2 years
Leasehold improvements
Property, Plant and Equipment [Line Items]
Estimated Useful Life	3 years

Revenue

12 Months Ended

Dec. 31, 2023

Revenue from Contract with Customer [Abstract]

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 OTAs.

Revenue disaggregated between direct and indirect revenue is as follows (in thousands):


	Year ended December 31,
	2023		2022		2021
Direct revenue	$	282,923	$	221,683	$	120,617
Indirect revenue	319,143		243,295		113,528
Total revenue	$	602,066	$	464,978	$	234,145

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


	Year ended December 31,
	2023		2022		2021
Americas:
United States	$	370,825	$	310,995	$	159,179
Other Americas(1)	60,161		37,118		10,729
Total Americas	430,986		348,113		169,908
Europe and Middle East:
Great Britain	38,664		28,506		20,691
United Arab Emirates	68,019		51,140		31,380
Other	64,397		37,219		12,166
Total Europe and Middle East	171,080		116,865		64,237
Total revenue	$	602,066	$	464,978	$	234,145

(1) As of December 31, 2023, 2022, and 2021, Other Americas is comprised of Canada and Mexico.

No individual guest represented over 10% of revenues for the years ended December 31, 2023, 2022, and 2021.

Three OTAs each represented approximately 23%, 14% and 12% of the Company’s revenue for the year ended December 31, 2023; two OTAs each represented approximately 20% of the Company’s revenue for the year ended December 31, 2022; and two OTAs each represented approximately 33% and 12% of the Company’s revenue for the year ended December 31, 2021.

One OTA represented approximately 17% of the gross accounts receivable balance at December 31, 2023 and four OTAs each represented approximately 24%, 18%, 17%, and 12% of the gross accounts receivable balance at December 31, 2022.

The following table summarizes the activity in the Company's allowance for expected credit losses balance (in thousands):


	Year ended December 31,
	2023		2022
Beginning balance	$	972	$	4,127
Additions	8,788		1,622
Write-offs, net of recoveries	(3,564)		(4,777)
Ending balance	$	6,196	$	972

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.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-9

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-10

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 15
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-15

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-13

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Topic 606
-Publisher FASB
-URI https://asc.fasb.org//606/tableOfContent

Schedule of Components of Lease Expense

Leases (Tables)

12 Months Ended

Dec. 31, 2023

Leases [Abstract]

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


	Year ended December 31, 2023		Year Ended December 31, 2022 (As Restated)
Operating lease cost	$	317,495	$	265,656
Short-term lease cost	889		3,142
Variable lease cost	5,248		5,655
Total operating lease cost	$	323,632	$	274,453

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


	Year ended December 31, 2023		Year Ended December 31, 2022 (As Restated)
Cash payments for operating leases	$	285,080	$	217,510
New operating lease ROU assets obtained in exchange for operating lease liabilities	$	205,285	$	312,478
Early lease terminations gain(1)	$	10,145	$	—

Schedule of Remaining Maturities of Operating Lease Liabilities

At December 31, 2023, remaining maturities for operating lease liabilities are as follows (in thousands):


For the year ended December 31,
2024	$	288,864
2025	265,974
2026	255,220
2027	226,976
2028	197,742
Thereafter	593,088
Gross lease payments	1,827,864
Less: imputed interest	238,920
Total operating lease liabilities, net	$	1,588,944

Restatement of Quarterly Results - CONSOLIDATED BALANCE SHEETS (Unaudited) (Details)
$ in Thousands

Sep. 20, 2023

Dec. 31, 2023

USD ($)

Sep. 30, 2023

USD ($)

Jun. 30, 2023

USD ($)

Mar. 31, 2023

USD ($)

Dec. 31, 2022

USD ($)

Sep. 30, 2022

USD ($)

Jun. 30, 2022

USD ($)

Mar. 31, 2022

USD ($)

Dec. 31, 2021

USD ($)

Dec. 31, 2020

USD ($)

$ 95,763

$ 166,045

$ 177,444

$ 217,968

$ 246,624

$ 317,324

$ 359,500

$ 406,348

$ 69,726

40,734

41,188

42,069

28,436

42,562

1,131

1,244

683

215

Accounts receivable, net of allowance of $6,196 and $972 at December 31, 2023 and 2022, respectively

136,497

207,233

219,513

246,404

289,186

318,455

360,744

407,031

69,941

$ 123,108

7,999

9,356

14,216

7,164

6,462

6,389

7,784

1,494

Prepaid rent

5,366

7,098

9,496

5,838

8,776

8,121

10,445

11,367

11,345

10,529

11,084

12,067

9,424

9,797

11,628

8,884

161,207

234,216

254,309

271,473

313,848

342,762

390,601

428,776

22,775

26,473

29,158

32,485

32,606

35,922

35,625

34,869

1,322,135

1,386,753

1,267,955

1,151,755

1,136,647

1,240,500

1,223,692

1,129,166

15,150

14,868

13,591

13,046

15,525

14,527

14,639

14,861

1,521,267

1,662,310

1,565,013

1,468,759

1,498,626

1,633,711

1,664,557

1,607,672

23,560

20,514

19,878

14,093

16,471

10,266

18,111

17,511

38,626

29,114

35,337

33,312

33,896

35,473

31,426

13,839

14,005

15,391

15,453

16,656

14,608

15,352

13,494

12,294

61,971

67,896

59,858

58,424

41,664

51,511

44,364

41,642

168,710

1,000

Other current liabilities

199,364

189,238

176,511

166,895

153,789

137,330

115,655

137,642

269

506,236

323,153

307,037

289,380

260,428

250,201

223,050

222,928

1,389,580

1,406,441

1,285,178

1,173,558

1,163,233

1,183,744

1,187,142

1,059,064

1,500

196,398

186,884

179,665

172,950

166,707

161,285

156,722

652

739

1,176

2,111

3,500

6,424

3,918

35,441

1,897,968

1,926,731

1,780,275

1,644,714

1,600,111

1,607,076

1,575,395

1,474,155

^[1]

977,503

^[1]

972,991

968,067

959,809

949,001

^[1]

940,518

934,757

929,553

4,976

9,779

6,232

9,613

13,026

19,216

14,383

9,298

(1,359,181)

(1,247,192)

(1,189,562)

(1,145,378)

(1,063,513)

(933,100)

(859,979)

(805,335)

(818,482)

(524,527)

Total Equity

(376,701)

(264,421)

(215,262)

(175,955)

(101,485)

26,635

89,162

133,517

(768,076)

(504,962)

$ 1,521,267

1,662,310

1,565,013

1,468,759

1,498,626

1,633,711

1,664,557

1,607,672

0.05

166,045

177,444

217,968

246,624

317,324

359,500

406,348

41,188

42,069

28,436

42,562

1,131

1,244

683

Accounts receivable, net of allowance of $6,196 and $972 at December 31, 2023 and 2022, respectively

207,233

219,513

246,404

289,186

318,455

360,744

407,031

69,941

123,108

9,105

14,042

6,990

5,613

5,658

7,307

1,336

Prepaid rent

2,316

3,380

6,388

8,786

5,128

8,066

7,530

9,854

14,435

10,532

11,516

12,708

10,065

10,435

18,996

18,518

233,258

253,857

271,230

312,930

342,078

399,217

444,700

28,462

31,616

35,432

34,926

35,469

35,605

35,243

1,439,572

1,308,719

1,201,007

1,209,486

1,139,713

1,109,208

1,133,809

15,045

13,667

13,791

16,270

15,272

15,384

15,606

1,716,337

1,607,859

1,521,460

1,573,612

1,532,532

1,559,414

1,629,358

20,514

19,878

14,093

16,082

9,236

15,423

16,109

24,694

18,555

18,230

20,131

16,504

25,780

25,313

15,894

15,476

16,497

14,418

14,368

12,533

11,366

67,819

59,858

58,424

41,664

49,431

37,749

34,068

1,000

Other current liabilities

199,345

183,487

172,422

158,346

146,550

152,064

143,014

2,349

329,266

297,254

279,666

250,641

238,438

243,549

229,870

1,382,693

1,259,207

1,156,913

1,166,538

1,082,412

1,050,285

1,070,896

196,398

186,884

179,665

172,950

166,707

161,285

156,722

668

1,106

2,043

3,430

6,204

3,203

35,882

1,909,025

1,744,451

1,618,287

1,593,559

1,493,761

1,458,322

1,493,370

972,991

968,067

959,809

947,621

942,758

936,223

930,538

10,908

7,652

10,348

12,985

19,216

14,383

9,298

(1,176,588)

(1,112,312)

(1,066,985)

(980,554)

(923,204)

(849,515)

(803,849)

(814,812)

(520,425)

Total Equity

(192,688)

(136,592)

(96,827)

(19,947)

38,771

101,092

135,988

(764,406)

(500,860)

1,716,337

1,607,859

1,521,460

1,573,612

1,532,532

1,559,414

1,629,358

Accounts receivable, net of allowance of $6,196 and $972 at December 31, 2023 and 2022, respectively

251

174

849

731

477

158

Prepaid rent

(2,316)

(3,380)

710

591

(3,068)

(3)

(432)

(641)

(638)

(7,368)

(9,634)

958

452

243

918

684

(8,616)

(15,924)

(1,989)

(2,458)

(2,947)

(2,320)

453

(374)

(52,819)

(40,764)

(49,252)

(72,839)

100,787

114,484

(4,643)

(177)

(76)

(745)

(54,027)

(42,846)

(52,701)

(74,986)

101,179

105,143

(21,686)

389

1,030

2,688

1,402

4,420

16,782

15,082

13,765

18,969

5,646

(11,474)

(503)

(23)

159

190

984

961

928

2,080

6,615

7,574

Other current liabilities

(10,107)

(6,976)

(5,527)

(4,557)

(9,220)

(36,409)

(5,372)

(2,080)

(6,113)

9,783

9,714

9,787

11,763

(20,499)

(6,942)

23,748

25,971

16,645

(3,305)

101,332

136,857

(11,832)

220

715

(441)

17,706

35,824

26,427

6,552

113,315

117,073

(19,215)

1,380

(2,240)

(1,466)

(985)

(1,129)

(1,420)

(735)

(70,604)

(77,250)

(78,393)

(82,959)

(9,896)

(10,464)

(1,486)

(3,670)

(4,102)

Total Equity

(71,733)

(78,670)

(79,128)

(81,538)

(12,136)

(11,930)

(2,471)

$ (3,670)

$ (4,102)

Supplemental Balance Sheet Information [Abstract]

$ (54,027)

$ (42,846)

$ (52,701)

$ (74,986)

$ 101,179

$ 105,143

$ (21,686)

[1]	Prior period balances have been adjusted to reflect the Reverse Stock Split at a ratio of 1-for-20 that became effective on September 20, 2023. See Note 1, Basis of Presentation, for additional information regarding the Reverse Stock Split.

Balance Sheet Details (Tables)

12 Months Ended

Dec. 31, 2023

Schedule of Other Current Assets

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


	December 31,
	2023		2022
Non-income-related tax assets	$	10,030	$	8,100
Deposits due from landlords	844		287
Other current assets	471		1,037
Total other current assets	$	11,345	$	9,424

Schedule of Other Non-Current Assets

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


	December 31,
	2023		2022
Long-term deposits due from landlords	$	12,667	$	14,672
Deferred tax assets	1,738		—
Debt issuance costs on undrawn credit facilities	518		666
Other non-current assets	227		187
Total non-current assets	$	15,150	$	15,525

Schedule of Accrued Liabilities

Accrued liabilities consists of the following (in thousands):


	December 31,
	2023		2022
Accrued legal expenses	$	15,219	$	1,074
Accrued compensation	4,395		5,102
Accrued direct costs (1)	3,754		2,358

Deferred FF&E allowances	2,459		13,299
Accrued other liabilities	12,799		12,063
Total accrued liabilities	$	38,626	$	33,896

(1) Direct costs include utilities, maintenance, insurance, cleaning, and other expenses related to the Company’s properties.

Leases - Schedule of Components of Lease Expense and Supplemental Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Lease, Cost [Abstract]
Operating lease cost	$ 317,495	$ 265,656
Short-term lease cost	889	3,142
Variable lease cost	5,248	5,655
Total operating lease cost	323,632	274,453
Cash payments for operating leases	285,080	217,510
New operating lease ROU assets obtained in exchange for operating lease liabilities	205,285	312,478	$ 0
Early lease terminations gain	$ 10,145	$ 0

Subsequent Events - Marriott License Agreement (Details) - Subsequent Event - Marriott License Agreement $ in Millions	Aug. 13, 2024 USD ($) extension tranche
Subsequent Event [Line Items]
Initial term	20 years
Extensions \| extension	2
Renewal terms	5 years
License agreement amount \| $	$ 15
Number of tranches \| tranche	2
Non-compete period	2 years
Termination right period	5 years
Change in direct or indirect ownership interests termination threshold	50.00%
Change in direct or indirect property ownership termination threshold	50.00%

Income Taxes

12 Months Ended

Dec. 31, 2023

Income Tax Disclosure [Abstract]

Income Taxes

The components of (benefit) provision for income taxes are as follows (in thousands):


	Year ended December 31,
Current:	2023		2022		2021

U.S. States	$	217	$	129	$	113
Foreign	588		493		129
Total current provision for income taxes	$	805	$	622	$	242

Deferred:


Foreign	$	(1,738)	$	—	$	—
Total deferred benefit for income taxes	$	(1,738)	$	—	$	—
Total (benefit) provision for income taxes	$	(933)	$	622	$	242

The domestic and foreign components of loss before income taxes are as follows (in thousands):


	Year ended December 31,
	2023		2022		2021
Domestic	$	(214,936)	$	(152,680)	$	(261,420)
Foreign	(81,665)		(91,729)		(32,293)
Loss before income taxes	$	(296,601)	$	(244,409)	$	(293,713)


	Year ended December 31,
	2023		2022		2021
Income tax provision at U.S. statutory rate	$	(62,286)	$	(51,326)	$	(61,680)
Foreign tax rate differential	(674)		(1,810)		(7,645)
State income taxes, net of federal benefit	172		104		89
Tax credits	(827)		(873)		(1,753)
Stock-based compensation	3,196		2,035		1,388
Convertible debt instruments	(552)		(31,584)		5,399
Capital loss	—		16,105		(9,640)
Non-deductible expenses	189		951		184
Other, net	(7,698)		(6,023)		(2,545)
Change in valuation allowance	60,146		70,148		76,445
Impairment losses	7,401		2,895		—
Total (benefit) provision for income taxes	$	(933)	$	622	$	242

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


	Year ended December 31,
	2023		2022
Deferred tax assets:
Net operating loss and capital loss carryforwards	$	205,706	$	173,444
Credit carryforwards	7,232		6,136
Fixed and intangible assets	20,339		18,698

Deferred revenue	13,531		10,112
Interest expense carryforward	15,823		9,255
Stock-based compensation	10,354		8,450
Operating lease liabilities	358,266		271,865
Other	21,024		12,352
Gross deferred tax assets	652,275		510,312
Valuation allowance	(361,038)		(283,142)
Total deferred tax assets, net of valuation allowance	$	291,237	$	227,170

Deferred tax liabilities:
Right-of-use assets	$	289,499	$	227,170
Net deferred tax assets	$	1,738	$	—

Realization of the deferred tax assets is dependent upon future taxable income, the amount and timing of which is uncertain. Accordingly, the U.S. federal and state deferred tax assets have been fully offset by a valuation allowance. With the exception of operations in Canada, the Company’s foreign deferred tax assets are fully offset by a valuation allowance. The valuation allowance increased by approximately $77.9 million and $77.6 million during the years ended December 31, 2023, and 2022, respectively.

As of December 31, 2023, the Company had tax net operating loss carryforwards for U.S. federal, state, and foreign purposes of approximately $612.4 million, $507.5 million, and $203.3 million, respectively. As of December 31, 2022, the Company had tax net operating loss carryforwards for U.S. federal, state, and foreign purposes, and capital loss carryforwards for foreign purposes of approximately $520.5 million, $452.4 million, $165.5 million, and $62.0 million, respectively.

Of the federal net operating loss carryforwards, $11.0 million will begin to expire in 2035, and $601.4 million will carry forward indefinitely. The state and foreign net operating loss carryforwards will begin to expire in 2027.

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

Uncertain Tax Positions

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

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


	Year ended December 31,
	2023		2022		2021
Beginning balance	$	1,520	$	1,353	$	683
Addition: tax positions related to prior years	1		20		417
Addition: tax positions related to current year	275		274		253
Subtraction: tax positions related to prior years	—		(127)		—
Ending balance	$	1,796	$	1,520	$	1,353

The Company files income tax returns in U.S. federal, various states, and international jurisdictions. All periods since inception are subject to examination by U.S. federal, state, and foreign authorities, where applicable. The Company is under examination by the Canada Revenue Agency (“CRA”) for the income tax returns filed for tax years ended December 31, 2018, and 2019. As of December 31, 2023, the examination is on-going, and no proposed adjustments have been provided by the CRA. There are currently no other pending income tax examinations. The Company’s 2019 through 2021 tax years remains subject to examination in the United States.

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.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Business Combination - Schedule of Business Combination, PIPE and Delayed Draw Notes (Details) - USD ($) $ in Thousands	3 Months Ended	6 Months Ended	9 Months Ended	12 Months Ended
	Mar. 31, 2022	Jun. 30, 2022	Sep. 30, 2022	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Business Combination and Asset Acquisition [Abstract]
Cash - PIPE Financing					$ 309,398
Cash - GMII trust and cash, net of redemptions					16,530
Less: transaction costs and advisory fees					(58,555)
Net proceeds from Business Combination and PIPE					267,373
Proceeds from Delayed Draw Notes, net of issuance costs	$ 159,225	$ 159,225	$ 159,225	$ 0	159,225	$ 0
Repayment of debt					(24,680)
Net proceeds from Business Combination, PIPE, and Delayed Draw Notes					$ 401,918

Equity Incentive Plans and Stock-Based Compensation - Schedule of Stock-Based Compensation (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	$ 28,498	$ 24,337	$ 25,247
Operations and support
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	7,456	4,880	2,520
General and administrative
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	17,439	15,681	20,835
Research and development
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	3,265	3,387	1,740
Sales and marketing
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	$ 338	$ 389	$ 152

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

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