0001819395-24-000096 | 10-Q | XBRL Viewer

Equity Incentive Plans and Stock-Based Compensation

6 Months Ended

Jun. 30, 2024

Share-Based Payment Arrangement [Abstract]

Equity Incentive Plans and Stock-Based Compensation

Stock-based Compensation Expense

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


	Three months ended June 30,				Six months ended June 30,
	2024		2023		2024		2023
Operations and support	$	771	$	2,140	$	1,629	$	4,975
General and administrative	705		4,980		2,550		11,283
Research and development	264		938		527		2,349
Sales and marketing	39		200		82		451
Total stock-based compensation expense	$	1,779	$	8,258	$	4,788	$	19,058

Stock Options: The Company measures stock-based compensation expense for stock options at the grant date fair value of the award and recognizes the expense on a straight-line basis over the requisite service period, which is generally the vesting period. The fair value of stock options is estimated using the Black-Scholes option-pricing model. During the three and six months ended June 30, 2024, the Company recorded stock-based compensation expense from stock options of approximately $0.4 million and $1.5 million, respectively. During the three and six months ended June 30, 2023 the Company recorded stock-based compensation expense from stock options of approximately $5.9 million and $14.4 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:


	Three months ended June 30,				Six months ended June 30,
	2024		2023		2024		2023
Expected term (in years)	6.09 - 6.22		6.21 - 6.22		6.09 - 6.22		6.21 - 6.22
Expected volatility	50.4% - 51.2%		50.5% - 50.6%		50.4% - 51.2%		50.4% - 50.6%
Dividend yield	—	%	—	%	—	%	—	%
Risk-free interest rate	3.50% - 4.40%		3.50% - 3.58%		3.50% - 4.40%		3.50% - 3.99%
Weighted-average grant-date fair value per share	$1.35 - $13.69		$5.80 - $6.40		$1.35 - $13.69		$5.80 - $13.60

Performance and Market-Based Equity Awards

The Company maintains certain performance and market-based equity awards. Refer to Note 11, Equity Incentive Plans and Stock-Based Compensation, of the Annual Report for details of the awards. From the awards, the Company recognized $0.2 million and $0.6 million for the three and six months ended June 30, 2024, respectively, and $0.5 million and $1.0 million for the three and six months ended June 30, 2023, respectively.

RSUs

The fair value of the Company’s RSUs is expensed ratably over the vesting period. The Company’s RSUs generally vest over four years, with a cliff equal to one-fourth of the award after the first year, and then quarterly thereafter over the remaining service period. For the three and six months ended June 30, 2024, the Company recorded stock-based compensation expense from RSUs of approximately $1.0 million and $2.3 million, respectively. For the three and six months ended June 30, 2023, the Company recorded stock-based compensation expense from RSUs of approximately $1.6 million and $3.3 million, respectively.

MSUs

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

The Company determined the grant-date fair value of the MSUs using a Monte Carlo simulation. The Company recognizes stock-based compensation for the MSUs over the requisite service period, which is approximately four years, using the accelerated attribution method. During the three and six months ended June 30, 2024, the Company did not grant any MSUs. During the three and six months ended June 30, 2024, the Company recognized approximately $0.2 million and $0.4 million, respectively, in stock-based compensation expense from MSUs. For the three and six months ended June 30,

2023, the Company recognized approximately $0.2 million and $0.4 million, respectively, in stock-based compensation expense from MSUs.

Basis of Presentation (Tables)

6 Months Ended

Jun. 30, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Supplemental Cash Flow Information

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


	Six months ended June 30,
	2024		2023
Supplemental disclosures of cash flow information:
Cash paid for income taxes	$	544	$	321
Cash paid for interest	$	772	$	1,347
Supplemental disclosures of non-cash investing and financing activities
Accrued purchases of property and equipment	$	40	$	222
Operating ROU assets obtained in exchange for operating lease liabilities, net of adjustments	$	(137,811)	$	112,763
Reconciliation of cash, cash equivalents, and restricted cash:
Cash and cash equivalents	$	17,542	$	177,444
Restricted cash	51,581		42,069
Cash, cash equivalents, and restricted cash at end of period	$	69,123	$	219,513

Net Income (Loss) per Common Share - Basic and Diluted Net Income (Loss) per Common Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended				6 Months Ended
	Jun. 30, 2024	Mar. 31, 2024	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2024	Jun. 30, 2023
Numerator
Net income (loss)	$ 32,747	$ (50,487)	$ (44,184)	$ (81,865)	$ (17,740)	$ (126,049)
Weighted Average Number of Shares Outstanding, Diluted [Abstract]
Weighted average basic common shares outstanding (in shares)	11,150,682		10,901,375		11,167,172	10,881,547
Weighted average diluted common shares outstanding (in shares)	11,150,682		10,901,375		11,167,172	10,881,547
Net income (loss) per common share:
Basic (in dollars per share)	$ 2.94		$ (4.05)		$ (1.59)	$ (11.58)
Diluted (in dollars per share)	$ 2.94		$ (4.05)		$ (1.59)	$ (11.58)

- Definition

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

+ References

+ Details

- Definition

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.

+ References

+ Details

- Definition

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

+ References

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+ Details

Subsequent Events - Limited Waiver and Consent Agreement to Note and Warrant Purchase Agreement (Details) - USD ($)	Oct. 28, 2024	Jun. 10, 2024	Dec. 10, 2021
Subsequent Event [Line Items]
Number of warrants called (in shares)		475,264
Exercise price (in dollars per share)		$ 0.01
Delayed Draw Warrants
Subsequent Event [Line Items]
Number of warrants called (in shares)		475,264	123,750
Exercise price (in dollars per share)		$ 0.01	$ 250.00
Subsequent Event
Subsequent Event [Line Items]
Contingent payment	$ 3,000,000
Subsequent Event \| Delayed Draw Warrants
Subsequent Event [Line Items]
Contingent payment	$ 3,000,000
Subsequent Event \| Delayed Draw Warrants \| Warrant issuance at $0.01 exercise price
Subsequent Event [Line Items]
Number of warrants called (in shares)	500,000
Exercise price (in dollars per share)	$ 0.01
Subsequent Event \| Delayed Draw Warrants \| Warrant issuance at $1.00 exercise price
Subsequent Event [Line Items]
Number of warrants called (in shares)	625,000
Exercise price (in dollars per share)	$ 1.00

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT (Unaudited) - USD ($) $ in Thousands	Total	Post-Combination Exchangeable Common Stock	Common Stock Common Stock	Common Stock Post-Combination Exchangeable Common Stock	Additional Paid-in Capital	Additional Paid-in Capital Delayed Draw Warrants	Accumulated Translation Adjustment	Accumulated Deficit
Beginning balance (in shares) at Dec. 31, 2022			9,919,716	1,019,460
Beginning balance at Dec. 31, 2022	$ (101,485)		$ 1	$ 0	$ 949,001		$ 13,026	$ (1,063,513)
Increase (Decrease) in Stockholders' Equity (Deficit)
Exercise of common stock options (in shares)			463
Exercise of common stock options	8				8
Vesting of restricted stock units (in shares)			25,780
Conversion of exchangeable stock (in shares)			46,525	(46,525)
Stock-based compensation	10,800				10,800
Net income (loss)	(81,865)							(81,865)
Change in cumulative translation adjustment	(3,413)						(3,413)
Ending balance (in shares) at Mar. 31, 2023			9,992,484	972,935
Ending balance at Mar. 31, 2023	(175,955)		$ 1	$ 0	959,809		9,613	(1,145,378)
Beginning balance (in shares) at Dec. 31, 2022			9,919,716	1,019,460
Beginning balance at Dec. 31, 2022	(101,485)		$ 1	$ 0	949,001		13,026	(1,063,513)
Increase (Decrease) in Stockholders' Equity (Deficit)
Net income (loss)	(126,049)
Ending balance (in shares) at Jun. 30, 2023			10,050,988	963,043
Ending balance at Jun. 30, 2023	(215,262)		$ 1	$ 0	968,067		6,232	(1,189,562)
Beginning balance (in shares) at Mar. 31, 2023			9,992,484	972,935
Beginning balance at Mar. 31, 2023	(175,955)		$ 1	$ 0	959,809		9,613	(1,145,378)
Increase (Decrease) in Stockholders' Equity (Deficit)
Exercise of common stock options (in shares)			6
Vesting of restricted stock units (in shares)			48,606
Conversion of exchangeable stock (in shares)			9,892	(9,892)
Stock-based compensation	8,258				8,258
Net income (loss)	(44,184)							(44,184)
Change in cumulative translation adjustment	(3,381)						(3,381)
Ending balance (in shares) at Jun. 30, 2023			10,050,988	963,043
Ending balance at Jun. 30, 2023	(215,262)		$ 1	$ 0	968,067		6,232	(1,189,562)
Beginning balance (in shares) at Dec. 31, 2023		712,982	10,380,725	712,982
Beginning balance at Dec. 31, 2023	(376,701)		$ 1	$ 0	977,503		4,976	(1,359,181)
Increase (Decrease) in Stockholders' Equity (Deficit)
Vesting of restricted stock units (in shares)			28,422
Stock-based compensation	3,009				3,009
Net income (loss)	(50,487)							(50,487)
Change in cumulative translation adjustment	(589)						(589)
Ending balance (in shares) at Mar. 31, 2024			10,409,147	712,982
Ending balance at Mar. 31, 2024	(424,768)		$ 1	$ 0	980,512		4,387	(1,409,668)
Beginning balance (in shares) at Dec. 31, 2023		712,982	10,380,725	712,982
Beginning balance at Dec. 31, 2023	(376,701)		$ 1	$ 0	977,503		4,976	(1,359,181)
Increase (Decrease) in Stockholders' Equity (Deficit)
Net income (loss)	(17,740)
Ending balance (in shares) at Jun. 30, 2024		551,072	10,571,057	551,072
Ending balance at Jun. 30, 2024	(387,359)		$ 1	$ 0	983,779		5,782	(1,376,921)
Beginning balance (in shares) at Mar. 31, 2024			10,409,147	712,982
Beginning balance at Mar. 31, 2024	(424,768)		$ 1	$ 0	980,512		4,387	(1,409,668)
Increase (Decrease) in Stockholders' Equity (Deficit)
Conversion of exchangeable stock (in shares)			161,910	(161,910)
Issuance of delayed draw warrants	1,488					$ 1,488
Stock-based compensation	1,779				1,779
Net income (loss)	32,747							32,747
Change in cumulative translation adjustment	1,395						1,395
Ending balance (in shares) at Jun. 30, 2024		551,072	10,571,057	551,072
Ending balance at Jun. 30, 2024	$ (387,359)		$ 1	$ 0	$ 983,779		$ 5,782	$ (1,376,921)

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended				6 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Jun. 30, 2024	Mar. 31, 2024	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2024	Jun. 30, 2023
Pay vs Performance Disclosure
Net loss	$ 32,747	$ (50,487)	$ (44,184)	$ (81,865)	$ (17,740)	$ (126,049)

- Definition

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

+ References

+ Details

Net Income (Loss) per Common Share - Antidilutive Securities (Details) - shares	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total common stock equivalents (in shares)	3,915,451	4,451,863
Options to purchase common stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total common stock equivalents (in shares)	2,463,538	2,306,995
Common stock subject to repurchase or forfeiture
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total common stock equivalents (in shares)	75,390	82,660
Outstanding RSUs
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total common stock equivalents (in shares)	554,001	602,998
Outstanding MSUs
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total common stock equivalents (in shares)	271,450	496,168
Exchangeable shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total common stock equivalents (in shares)	551,072	963,042

Basis of Presentation - Schedule of Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023	Dec. 31, 2022
Supplemental disclosures of cash flow information:
Cash paid for income taxes			$ 544	$ 321
Cash paid for interest			772	1,347
Supplemental disclosures of non-cash investing and financing activities
Accrued purchases of property and equipment			40	222
Operating ROU assets obtained in exchange for operating lease liabilities, net of adjustments	$ (55,925)	$ 77,163	(137,811)	112,763
Reconciliation of cash, cash equivalents, and restricted cash:
Cash and cash equivalents	17,542	177,444	17,542	177,444	$ 95,763
Restricted cash	51,581	42,069	51,581	42,069	40,734
Cash, cash equivalents, and restricted cash at end of period	$ 69,123	$ 219,513	$ 69,123	$ 219,513	$ 136,497	$ 289,186

Subsequent Events - Voting Agreements (Details)	Aug. 13, 2024
Subsequent Event
Subsequent Event [Line Items]
Shareholder voting agreement, approval percent	53.00%

Income Taxes	6 Months Ended
Income Taxes	Jun. 30, 2024
Income Tax Disclosure [Abstract]
Income Taxes	Income Taxes The provision for income taxes the three months ended June 30, 2024 was $0.2 million and was a benefit of $4 thousand for the three months ended June 30, 2023. The provision for income taxes for the six months ended June 30, 2024 and 2023 was $0.4 million and $0.1 million, respectively. The difference between the Company’s effective tax rate and the U.S. statutory rate of 21.0% for both periods was primarily due to a full valuation allowance related to the Company’s net deferred tax assets.

- Definition

The entire disclosure for income tax.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 231
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482663/740-10-55-231

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12C
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12C

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12B
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12B

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 270
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477891/740-270-50-1

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 6.I.5.Q1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479360/740-10-S99-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-13

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/740/tableOfContent

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-14

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-21

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 17
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-17

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479360/740-10-S99-2

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482603/740-30-50-2

+ Details

Fair Value Measurement and Financial Instruments - Financial Liabilities Measured on Recurring Basis (Details) - Fair Value, Recurring - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Total liabilities measured at fair value	$ 302	$ 335
Level 1
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Total liabilities measured at fair value	273	290
Level 3
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Total liabilities measured at fair value	29	45
Earn Out Liability
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Earn Out Liability	29	45
Earn Out Liability \| Level 1
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Earn Out Liability	0	0
Earn Out Liability \| Level 3
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Earn Out Liability	29	45
Public Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Public Warrants	273	290
Public Warrants \| Level 1
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Public Warrants	273	290
Public Warrants \| Level 3
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Public Warrants	$ 0	$ 0

Subsequent Events - Certificate of Designation; Other Terms of Preferred Stock (Details) - Series A Convertible Preferred Stock - Subsequent Event $ / shares in Units, $ in Millions	Aug. 13, 2024 USD ($) tradingDay $ / shares
Subsequent Event [Line Items]
Liquidation preference per share (in dollars per share)	$ 1.00
Preferred stock dividends, free cash flow \| $	$ 87
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%
Minimum
Subsequent Event [Line Items]
Conversion price (in dollars per share)	$ 0.50
August 13, 2024 through August 13, 2025
Subsequent Event [Line Items]
Cumulative dividend rate	15.00%
August 14, 2025 through August 13, 2027
Subsequent Event [Line Items]
Cumulative dividend rate	10.00%
August 14, 2027 through August 13, 2028
Subsequent Event [Line Items]
Cumulative dividend rate	5.00%

Warrants and Stockholders’ Deficit

6 Months Ended

Jun. 30, 2024

Equity [Abstract]

Warrants and Stockholders’ Deficit

Preferred Stock Warrants

Upon consummation of the Business Combination, (i) the Company’s then existing 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 Company’s then existing 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”).

Common Stock Warrants

Former Series C and D Preferred Stock Warrants: In connection with the Business Combination, the Company had outstanding warrants to purchase 21,281 shares of common stock as June 30, 2024 and December 31, 2023.

Delayed Draw Issuance: On June 10, 2024, in connection with the amendment to the Delayed Draw Notes Purchase Agreement, the Purchasers also received 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 were also provided with customary registration rights for the shares issuable upon exercise of the Warrants. The 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”).

Delayed Draw Warrants: The Delayed Draw Warrants which were outstanding as of December 31, 2023 were issued to the initial Purchasers 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 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 June 10, 2024 amendment to the Delayed Draw Notes Purchase Agreement.

SPAC 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 June 30, 2024 and December 31, 2023 was a liability of $0.1 million and $0.3 million, respectively, which were recorded in other non-current liabilities in the consolidated balance sheet. The change in fair value of $0.2 million for the six months ended June 30, 2024 is reflected as non-operating income in the condensed consolidated statements of operations and comprehensive (loss) income.

At June 30, 2023, the fair value of the SPAC Warrants was $0.5 million and was recorded in other non-current liabilities in the condensed consolidated balance sheets. The change in fair value of $0.4 million for the six months ended June 30, 2023 is reflected as non-operating income in the condensed consolidated statements of operations and comprehensive (loss) income.

Exchangeable Stock

Upon consummation of the Business Combination on January 18, 2022, each share of Sonder Canada Inc. (“Legacy Sonder Canada”) exchangeable common stock (“Legacy Sonder Canada Exchangeable Stock” and collectively, “Legacy Sonder Canada Exchangeable Shares”) was exchanged into a new series of the same class of virtually identical Legacy Sonder Canada Exchangeable Common Stock (“Post-Combination Exchangeable Common Stock” and collectively, “Post-Combination Exchangeable Shares”) exchangeable for the Company’s common stock. On that date, all the Legacy Sonder Canada Exchangeable Shares were automatically converted into 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):


	June 30, 2024		December 31, 2023
Shares authorized	2,000,000		2,000,000
Shares issued and outstanding	551,072		712,982
Issuance price per share	$	30.80	$	30.80
Net carrying value	$	16,973	$	21,960
Aggregate liquidation preference	$	16,973	$	21,960

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

Common and Preferred Stock

On September 20, 2023, the Company effected a 1-for-20 reverse stock split of the outstanding shares of the Company’s common stock (including special voting common stock) (the “Reverse Stock Split”). 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, including: (i) 20,000,000 shares of common stock, and (ii) 2,000,000 shares of Special Voting Common Stock, and (b) 250,000,000 shares of preferred stock, par value $0.0001 per share.

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


	June 30, 2024	December 31, 2023
Post-Combination Exchangeable Common Shares	551,072	712,982
Outstanding stock options	2,463,538	2,685,922
Outstanding restricted stock units (“RSUs”)	271,450	359,175
Outstanding market stock units (“MSUs”)	554,001	567,500
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
Outstanding penny warrants	475,264	—
Outstanding former Series C and D preferred stock warrants liability	21,281	21,281
Shares available for grant under the Employee Stock Purchase Plan	463,930	353,024
Shares available for grant under the 2021 Equity Incentive Plan	1,391,933	569,715
Shares available for grant under the 2023 Inducement Equity Incentive Plan	158,310	141,800
Total common stock reserved for future issuance	7,800,776	6,985,146

- Definition

The entire disclosure for equity.

+ References

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/1943274/2147477968/946-235-50-2

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/1943274/2147477968/946-235-50-2

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/1943274/2147478448/946-505-50-6

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

+ Details

Equity Incentive Plans and Stock-Based Compensation - Key Assumptions used to Determine Fair Value of Stock Options (Details) - Stock Options - $ / shares	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected volatility, minimum (as percent)	50.40%	50.50%	50.40%	50.40%
Expected volatility, maximum (as percent)	51.20%	50.60%	51.20%	50.60%
Dividend yield (as percent)	0.00%	0.00%	0.00%	0.00%
Risk-free interest rate, minimum	3.50%	3.50%	3.50%	3.50%
Risk-free interest rate, maximum	4.40%	3.58%	4.40%	3.99%
Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term (in years)	6 years 1 month 2 days	6 years 2 months 15 days	6 years 1 month 2 days	6 years 2 months 15 days
Weighted-average grant-date fair value per share (in dollars per share)	$ 1.35	$ 5.80	$ 1.35	$ 5.80
Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term (in years)	6 years 2 months 19 days	6 years 2 months 19 days	6 years 2 months 19 days	6 years 2 months 19 days
Weighted-average grant-date fair value per share (in dollars per share)	$ 13.69	$ 6.40	$ 13.69	$ 13.60

Warrants and Stockholders’ Deficit (Tables)

6 Months Ended

Jun. 30, 2024

Equity [Abstract]

Schedule of Post-Combination Exchangeable Common Stock

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


	June 30, 2024		December 31, 2023
Shares authorized	2,000,000		2,000,000
Shares issued and outstanding	551,072		712,982
Issuance price per share	$	30.80	$	30.80
Net carrying value	$	16,973	$	21,960
Aggregate liquidation preference	$	16,973	$	21,960

Schedule of Shares of Common Stock Reserved for Future Issuance

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


	June 30, 2024	December 31, 2023
Post-Combination Exchangeable Common Shares	551,072	712,982
Outstanding stock options	2,463,538	2,685,922
Outstanding restricted stock units (“RSUs”)	271,450	359,175
Outstanding market stock units (“MSUs”)	554,001	567,500
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
Outstanding penny warrants	475,264	—
Outstanding former Series C and D preferred stock warrants liability	21,281	21,281
Shares available for grant under the Employee Stock Purchase Plan	463,930	353,024
Shares available for grant under the 2021 Equity Incentive Plan	1,391,933	569,715
Shares available for grant under the 2023 Inducement Equity Incentive Plan	158,310	141,800
Total common stock reserved for future issuance	7,800,776	6,985,146

Fair Value Measurement and Financial Instruments (Tables)

6 Months Ended

Jun. 30, 2024

Fair Value Disclosures [Abstract]

Schedule of Financial Liabilities Measured on Recurring Basis

The following table presents fair value information for liabilities measured at fair value on a recurring basis as of June 30, 2024 (in thousands):


	Level 1		Level 3		Total
Earn Out Liability	$	—	$	29	$	29
Public Warrants	273		—		273
Total liabilities measured at fair value	$	273	$	29	$	302

At December 31, 2023, the Earn Out Liability and Public Warrants liability were included in other non-current liabilities in the condensed 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 3		Total
Earn Out Liability	$	—	$	45	$	45
Public Warrants	290		—		290

Total liabilities measured at fair value	$	290	$	45	$	335

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 six months ended June 30, 2024 (in thousands):


	Level 3
Beginning balance, at January 1, 2024	$	45

Change in fair value of Earn Out Liability	(16)

Ending balance, at June 30, 2024	$	29

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, 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

Revenue

6 Months Ended

Jun. 30, 2024

Revenue from Contract with Customer [Abstract]

Revenue

The Company generates revenues primarily by providing accommodations to its guests. Direct revenue is generated from stays booked through Sonder.com, the Sonder app, or directly through the Company’s sales personnel. Indirect revenue is generated from stays booked through third party online travel agencies (“OTAs”).

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


	Three months ended June 30,				Six months ended June 30,
	2024		2023		2024		2023
Direct revenue	$	77,893	$	78,514	$	136,148	$	135,934
Indirect revenue	86,708		78,889		161,932		140,972
Total revenue	$	164,601	$	157,403	$	298,080	$	276,906

No individual guest represented over 10% of revenues for the three and six months ended June 30, 2024 and 2023.

Two OTAs represented approximately 22% and 18% of revenues for the three months ended June 30, 2024.

Three OTAs represented approximately 21%, 14%, and 11% of revenues for the three months ended June 30, 2023. Three OTAs represented approximately 23%, 18%, and 10% of revenues for the six months ended June 30, 2024. Three OTAs represented approximately 21%, 14%, and 12% of revenues for the six months ended June 30, 2023.

One OTA represented approximately 13% of the gross accounts receivable balance at June 30, 2024, and one OTA represented approximately 17% of the gross accounts receivable balance as of December 31, 2023.

- Definition

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

+ References

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

Debt - Long-term Debt, Net (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Debt Instrument [Line Items]
Less: debt discount related to Delayed Draw Warrants, net of amortization	$ (4,913)	$ (3,908)
Less: unamortized deferred issuance costs	(8,307)	(8,581)
Total debt, net	192,652	170,210
Less: current portion of long-term debt	(1,000)	(168,710)
Long-term debt, net	191,652	1,500
Delayed Draw Notes Purchase Agreement, including capitalized PIK interest
Debt Instrument [Line Items]
Long-term debt, gross	203,872	180,199
Less: current portion of long-term debt		(167,700)
EFA
Debt Instrument [Line Items]
Long-term debt, gross	$ 2,000	$ 2,500

- Definition

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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+ Details

- Definition

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

+ References + Details

Subsequent Events - Lawsuit Settlements (Details) - Settled - Subsequent Event $ in Millions	Jul. 24, 2024 USD ($) lawsuit paymentTranche
Subsequent Event [Line Items]
Settled lawsuits \| lawsuit	2
Settlement amount	$ 7.5
Number of payment tranches \| paymentTranche	3
Tranche one
Subsequent Event [Line Items]
Settlement amount	$ 2.5
Tranche two
Subsequent Event [Line Items]
Settlement amount	2.5
Tranche three
Subsequent Event [Line Items]
Settlement amount	$ 2.5

Revenue - Disaggregated Revenue (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Disaggregation of Revenue [Line Items]
Total revenue	$ 164,601	$ 157,403	$ 298,080	$ 276,906
Direct revenue
Disaggregation of Revenue [Line Items]
Total revenue	77,893	78,514	136,148	135,934
Indirect revenue
Disaggregation of Revenue [Line Items]
Total revenue	$ 86,708	$ 78,889	$ 161,932	$ 140,972

- Definition

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.

+ References + Details

- Definition

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

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+ Details

Fair Value Measurement and Financial Instruments - Financial Liabilities Measured at Fair Value (Details) - Level 3 - Fair Value, Recurring - USD ($) $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2024	Dec. 31, 2023
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	$ 45	$ 2,417
Ending balance	29	45
Earn Out Liability
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Change in fair value of Earn Out Liability	$ (16)	$ (2,372)

Debt (Tables)

6 Months Ended

Jun. 30, 2024

Debt Disclosure [Abstract]

Schedule of Long-term Debt, Net

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


	June 30, 2024		December 31, 2023
Delayed Draw Notes Purchase Agreement, including capitalized PIK interest	$	203,872	$	180,199
EFA	2,000		2,500
Less: debt discount related to Delayed Draw Warrants, net of amortization	(4,913)		(3,908)
Less: unamortized deferred issuance costs	(8,307)		(8,581)
Total debt, net	$	192,652	$	170,210
Less: current portion of long-term debt	(1,000)		(168,710)
Total long-term debt, net	$	191,652	$	1,500

- Definition

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

+ References

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+ Details

Debt

6 Months Ended

Jun. 30, 2024

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 (the “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 November 2023, the Delayed Draw Note Purchase Agreement was amended to (i) extend the ability to pay interest in kind on the Delayed Draw Notes through July 19, 2024, (ii) provide 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) add a minimum liquidity covenant and a minimum FCF covenant.

On June 10, 2024, the Delayed Draw Notes Purchase Agreement was further amended to provide for (i) a permanent waiver of any non-compliance resulting from the NPA Waived Matters (as defined below), (ii) the limited forbearance of certain rights and remedies available under the transaction documents, (iii) the amendment of certain financial covenants, and (iv) additional commitments with an aggregate principal amount of $10.0 million. In addition, purchasers of the 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, and previously issued warrants to Delayed Draw Notes purchasers were canceled. The purchasers of Delayed Draw Notes were also provided with customary registration rights for shares issuable upon exercise of the newly issued Warrants. Subsequently on June 10, 2024, the Company issued the $10.0 million of Delayed Draw Notes, together with the Warrants. The Company used the proceeds from this issuance for general corporate purposes.

On July 12, 2024, the Delayed Draw Notes Purchase Agreement was further amended to provide for additional commitments with an aggregate principal amount of up to $6.0 million issuable at the Company’s election. Subsequently on July 12, 2024, the Company issued the $6.0 million of Delayed Draw Notes. The Company used the proceeds from this issuance for general corporate purposes.

On August 13, 2024, the Delayed Draw Notes Purchase Agreement was further amended to (i) extend the maturity date of all outstanding Delayed Draw Notes to December 10, 2027, (ii) extend the Payment-in-Kind (“PIK”) interest payments through March 31, 2025, and at the option of the Purchasers, further extend the PIK interest payments through December 31, 2026, and (iii) provide for additional commitments with an aggregate principal amount of up to $4.0 million. Subsequently on August 13, 2024, the Company issued the $4.0 million of Delayed Draw Notes. The Company used the proceeds from this issuance for general corporate purposes.

On October 28, 2024, the Company entered into a limited waiver and consent agreement (the “NPA Waiver”) to the Delayed Draw Notes Purchase Agreement to provide for (a) a permanent waiver of any non-compliance resulting from (x) the Company entering into certain lease modification agreements to that certain Lease with respect to certain premises located in the building known as and located at 23-20 Jackson Avenue, Long Island City, New York 11101, as amended, and (y) the Company’s failure to deliver the 2023 Audit and/or the 2024 Audit without a “going concern” or like qualification (the “NPA Waived Matters”), and (b) the Company’s commitment to, on the date that the Company files its Current Report on Form 8-K disclosing the voting results of the Company’s 2024 annual meeting of stockholders (the “2024 Annual Meeting”), (1) if the Share Increase Proposal (as defined in the NPA Waiver) is approved at the 2024 Annual Meeting, issue warrants to the Investors to purchase an aggregate of (A) 500,000 shares of the Company’s common stock, if the Company elects to issue warrants with an exercise price of $0.01 or (B) 625,000 shares of the Company’s common stock, if the Company elects to issue warrants with an exercise price of $1.00, or (2) if the Share Increase Proposal is not approved at the 2024 Annual Meeting, make a payment to the Investors in the aggregate amount of $3,000,000. As a result of the NPA Waiver, the debt balances associated with the Delayed Draw Notes have been reclassified from current portion of long-term debt to long-term debt, net as of June 30, 2024.

At both June 30, 2024 and December 31, 2023, the effective interest rate of the Delayed Draw Notes was 17.4%.

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% at both June 30, 2024 and 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):


	June 30, 2024		December 31, 2023
Delayed Draw Notes Purchase Agreement, including capitalized PIK interest	$	203,872	$	180,199
EFA	2,000		2,500
Less: debt discount related to Delayed Draw Warrants, net of amortization	(4,913)		(3,908)
Less: unamortized deferred issuance costs	(8,307)		(8,581)
Total debt, net	$	192,652	$	170,210
Less: current portion of long-term debt	(1,000)		(168,710)
Total long-term debt, net	$	191,652	$	1,500

At June 30, 2024 the current portion of long-term debt consisted of $1.0 million in principal on the EFA. 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.

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 the terms of the agreement. As of June 30, 2024, 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 further 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 June 30, 2024, and as of the date the condensed 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 June 30, 2024 , there were no revolving borrowings outstanding under the 2022 Loan and Security Agreement. Outstanding letters of credit at June 30, 2024 and December 31, 2023 were permitted under the 2022 Loan and Security Agreement and totaled $48.6 million and $37.6 million, respectively.

On September 26, 2024, the Company entered into a Waiver Agreement with SVB, pursuant to which SVB waived any Default or Event of Default (each as defined in the 2022 Loan and Security Agreement) related to covenant non-compliance resulting from management’s conclusion that there is substantial doubt, which is not alleviated, 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.

Credit Facility

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, 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

During the six months ended June 30, 2024 and 2023, the Company entered into multiple cash collateral agreements in connection with the issuance of letters of credit and corporate credit card programs. At June 30, 2024 and December 31, 2023, the Company had $51.6 million and $40.7 million, respectively, of cash collateral which is reported as restricted cash on the condensed consolidated balance sheets.

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481544/470-10-50-6

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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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 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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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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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Equity Incentive Plans and Stock-Based Compensation (Tables)

6 Months Ended

Jun. 30, 2024

Share-Based Payment Arrangement [Abstract]

Schedule of Stock-based Compensation

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


	Three months ended June 30,				Six months ended June 30,
	2024		2023		2024		2023
Operations and support	$	771	$	2,140	$	1,629	$	4,975
General and administrative	705		4,980		2,550		11,283
Research and development	264		938		527		2,349
Sales and marketing	39		200		82		451
Total stock-based compensation expense	$	1,779	$	8,258	$	4,788	$	19,058

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

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


	Three months ended June 30,				Six months ended June 30,
	2024		2023		2024		2023
Expected term (in years)	6.09 - 6.22		6.21 - 6.22		6.09 - 6.22		6.21 - 6.22
Expected volatility	50.4% - 51.2%		50.5% - 50.6%		50.4% - 51.2%		50.4% - 50.6%
Dividend yield	—	%	—	%	—	%	—	%
Risk-free interest rate	3.50% - 4.40%		3.50% - 3.58%		3.50% - 4.40%		3.50% - 3.99%
Weighted-average grant-date fair value per share	$1.35 - $13.69		$5.80 - $6.40		$1.35 - $13.69		$5.80 - $13.60

Warrants and Stockholders’ Deficit - Narrative (Details) $ / shares in Units, $ in Thousands			3 Months Ended		6 Months Ended
	Sep. 20, 2023	Jan. 18, 2022 USD ($) $ / shares shares	Jun. 30, 2024 USD ($) $ / shares shares	Jun. 30, 2023 USD ($)	Jun. 30, 2024 USD ($) $ / shares shares	Jun. 30, 2023 USD ($)	Jun. 10, 2024 $ / shares shares	Dec. 31, 2023 USD ($) shares	Dec. 10, 2021 $ / shares shares
Class of Stock [Line Items]
Number of warrants called (in shares)							475,264
Exercise price (in dollars per share) \| $ / shares							$ 0.01
Term of warrants							5 years
Change in fair value of SPAC Warrants \| $			$ 64	$ (508)	$ (17)	$ (398)
Stockholders' equity note, stock split, conversion ratio	0.05
Shares authorized (in shares)		272,000,000
Preferred stock, authorized (in shares)		250,000,000
Preferred stock, par value (in dollars per share) \| $ / shares		$ 0.0001
Delayed Draw Warrants
Class of Stock [Line Items]
Number of warrants called (in shares)							475,264		123,750
Exercise price (in dollars per share) \| $ / shares							$ 0.01		$ 250.00
Term of warrants							5 years
SPAC Warrants
Class of Stock [Line Items]
Exercise price (in dollars per share) \| $ / shares			$ 0.01		$ 0.01
Warrant liability \| $			$ 100	$ 500	$ 100	500		$ 300
Change in fair value of SPAC Warrants \| $					$ 200	$ 400
Former Series C And D Preferred Stock Warrants
Class of Stock [Line Items]
Number of warrants called (in shares)			21,281		21,281			21,281
Sonder Legacy Warrants \| Additional Paid-in Capital
Class of Stock [Line Items]
Issuance of common stock upon exercise of common stock warrants \| $		$ 1,200
Delayed Draw Warrants
Class of Stock [Line Items]
Value of delayed draw warrants issued \| $		5,600
Delayed Draw Warrants \| Additional Paid-in Capital
Class of Stock [Line Items]
Value of delayed draw warrants issued \| $		$ 5,600
Post-Combination Exchangeable Common Stock
Class of Stock [Line Items]
Number of shares converted (in shares)		7,761
Common stock, authorized (in shares)			2,000,000		2,000,000			2,000,000
Post-Combination Exchangeable Common Stock \| Common Stock
Class of Stock [Line Items]
Issuance of common stock upon exercise of common stock warrants \| $		$ 49,700
Shares issued upon conversion (in shares)		1,616,767
Common Stock
Class of Stock [Line Items]
Common stock, authorized (in shares)		20,000,000
General Common Stock
Class of Stock [Line Items]
Common stock, authorized (in shares)		22,000,000
Special Voting Stock
Class of Stock [Line Items]
Common stock, authorized (in shares)		2,000,000

Subsequent Events - Delayed Draw Note Purchase Agreement Amendments (Details) - USD ($)	Oct. 28, 2024	Aug. 13, 2024	Jul. 12, 2024	Jun. 10, 2024	Dec. 10, 2021
Subsequent Event [Line Items]
Number outstanding (in shares)				475,264
Exercise price (in dollars per share)				$ 0.01
Delayed Draw Warrants
Subsequent Event [Line Items]
Number outstanding (in shares)				475,264	123,750
Exercise price (in dollars per share)				$ 0.01	$ 250.00
Delayed Draw Notes
Subsequent Event [Line Items]
Additional commitment				$ 10,000,000
Aggregate principal amount				$ 10,000,000
Subsequent Event
Subsequent Event [Line Items]
Contingent payment	$ 3,000,000
Subsequent Event \| Delayed Draw Warrants
Subsequent Event [Line Items]
Contingent payment	$ 3,000,000
Subsequent Event \| Warrant issuance at $0.01 exercise price \| Delayed Draw Warrants
Subsequent Event [Line Items]
Number outstanding (in shares)	500,000
Exercise price (in dollars per share)	$ 0.01
Subsequent Event \| Warrant issuance at $1.00 exercise price \| Delayed Draw Warrants
Subsequent Event [Line Items]
Number outstanding (in shares)	625,000
Exercise price (in dollars per share)	$ 1.00
Subsequent Event \| Delayed Draw Notes
Subsequent Event [Line Items]
Additional commitment		$ 4,000,000	$ 6,000,000
Aggregate principal amount		$ 4,000,000	$ 6,000,000

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Jun. 30, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Statement of Financial Position [Abstract]
Accounts receivable, allowance for credit loss	$ 6,679	$ 6,196

Equity Incentive Plans and Stock-Based Compensation - Stock-based Compensation (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	$ 1,779	$ 8,258	$ 4,788	$ 19,058
Operations and support
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	771	2,140	1,629	4,975
General and administrative
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	705	4,980	2,550	11,283
Research and development
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	264	938	527	2,349
Sales and marketing
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	$ 39	$ 200	$ 82	$ 451

- Definition

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.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
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-Name Accounting Standards Codification
-Section 35
-Paragraph 1D
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+ Details

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (Unaudited) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Income Statement [Abstract]
Revenue	$ 164,601	$ 157,403	$ 298,080	$ 276,906
Costs and operating expenses:
Cost of revenue (excluding depreciation and amortization)	94,652	94,760	195,015	186,573
Operations and support	46,411	50,540	96,391	104,050
General and administrative	29,272	29,918	53,557	62,389
Research and development	4,393	5,563	9,064	11,945
Sales and marketing	21,572	18,231	40,821	33,898
Restructuring and other charges	0	(23)	2,592	2,107
Total costs and operating expenses	196,300	198,989	397,440	400,962
Loss from operations	(31,699)	(41,586)	(99,360)	(124,056)
Interest expense, net	8,016	6,155	15,339	11,862
Change in fair value of SPAC Warrants	64	(508)	(17)	(398)
Change in fair value of Earn Out Liability	0	(435)	(16)	(1,933)
Lease adjustment gains, net	(71,123)	(665)	(95,024)	(8,437)
Other (income) expense, net	(1,640)	(1,945)	(2,326)	847
Total non-operating (income) expense, net	(64,683)	2,602	(82,044)	1,941
Income (loss) before income taxes	32,984	(44,188)	(17,316)	(125,997)
Provision (benefit) for income taxes	237	(4)	424	52
Net income (loss)	$ 32,747	$ (44,184)	$ (17,740)	$ (126,049)
Basic net income (loss) per common share (in dollars per share)	$ 2.94	$ (4.05)	$ (1.59)	$ (11.58)
Diluted net income (loss) per common share (in dollars per share)	$ 2.94	$ (4.05)	$ (1.59)	$ (11.58)
Other comprehensive income (loss):
Net income (loss)	$ 32,747	$ (44,184)	$ (17,740)	$ (126,049)
Change in foreign currency translation adjustment	1,395	(3,381)	806	(6,794)
Comprehensive income (loss)	$ 34,142	$ (47,565)	$ (16,934)	$ (132,843)

Leases - Remaining Maturities for Operating Lease Liabilities (Details) $ in Thousands	Jun. 30, 2024 USD ($)
Operating Leases
Remaining 2024	$ 135,466
2025	271,254
2026	262,115
2027	232,096
2028	202,056
Thereafter	609,159
Gross lease payments	1,712,146
Less: imputed interest	470,795
Total operating lease liabilities, net	$ 1,241,351

Net Income (Loss) per Common Share (Tables)

6 Months Ended

Jun. 30, 2024

Earnings Per Share [Abstract]

Schedule of Basic and Diluted Net Income (Loss) Per Share

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


	Three months ended June 30,				Six months ended June 30,
	2024		2023		2024		2023

Numerator:
Net income (loss)	$	32,747	$	(44,184)	$	(17,740)	$	(126,049)


Denominator:
Weighted average basic and diluted common shares outstanding	11,150,682		10,901,375		11,167,172		10,881,547


Net income (loss) per common share:
Basic and diluted	$	2.94	$	(4.05)	$	(1.59)	$	(11.58)

Schedule of Antidilutive Securities

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


	June 30,
	2024	2023
Options to purchase common stock	2,463,538	2,306,995
Common stock subject to repurchase or forfeiture	75,390	82,660
Outstanding RSUs	554,001	602,998
Outstanding MSUs	271,450	496,168
Exchangeable shares	551,072	963,042
Total common stock equivalents	3,915,451	4,451,863

Subsequent Events - Series A Preferred Stock Issuance and Related Agreements (Details) $ / shares in Units, shares in Millions	Aug. 13, 2024 USD ($) tranche $ / shares shares	Oct. 24, 2024 $ / shares	Jan. 18, 2022 $ / shares
Subsequent Event [Line Items]
Preferred stock, par value (in dollars per share) \| $ / shares			$ 0.0001
Subsequent Event
Subsequent Event [Line Items]
Special meeting required duration	30 days
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
Series A Convertible Preferred Stock \| Subsequent Event \| Private Placement
Subsequent Event [Line Items]
Number of shares issued (in shares) \| shares	43.3
Preferred stock, par value (in dollars per share) \| $ / shares	$ 0.0001	$ 0.0001
Aggregate purchase price	$ 43,300,000
Number of tranches \| tranche	2
Convertible preferred stock issuable (in shares) \| shares	2.2
Series A Convertible Preferred Stock \| Subsequent Event \| Private Placement, Tranche one
Subsequent Event [Line Items]
Number of shares issued (in shares) \| shares	14.7
Aggregate purchase price	$ 14,700,000
Series A Convertible Preferred Stock \| Subsequent Event \| Private Placement, Tranche Two
Subsequent Event [Line Items]
Number of shares issued (in shares) \| shares	28.6
Aggregate purchase price	$ 28,600,000

Balance Sheet Details - Schedule of Other Current Assets (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Non-income-related tax assets	$ 10,587	$ 10,030
Deposits due from landlords	63	844
Other current assets	790	471
Total other current assets	$ 11,440	$ 11,345

Warrants and Stockholders’ Deficit - Shares of Common Stock Reserved for Future Issuance (Details) - shares	Jun. 30, 2024	Dec. 31, 2023
Class of Stock [Line Items]
Total common stock reserved for future issuance (in shares)	7,800,776	6,985,146
2021 Equity Incentive Plan
Class of Stock [Line Items]
Total common stock reserved for future issuance (in shares)	1,391,933	569,715
2023 Inducement Equity Incentive Plan
Class of Stock [Line Items]
Total common stock reserved for future issuance (in shares)	158,310	141,800
Warrants
Class of Stock [Line Items]
Total common stock reserved for future issuance (in shares)	724,997	724,997
Earn Out 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)	0	123,750
Penny Warrants
Class of Stock [Line Items]
Total common stock reserved for future issuance (in shares)	475,264	0
Stock Options
Class of Stock [Line Items]
Total common stock reserved for future issuance (in shares)	2,463,538	2,685,922
Outstanding RSUs
Class of Stock [Line Items]
Total common stock reserved for future issuance (in shares)	271,450	359,175
Market Stock Units
Class of Stock [Line Items]
Total common stock reserved for future issuance (in shares)	554,001	567,500
ESPP
Class of Stock [Line Items]
Total common stock reserved for future issuance (in shares)	463,930	353,024
Exchangeable Common Shares
Class of Stock [Line Items]
Total common stock reserved for future issuance (in shares)	551,072	712,982
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

Cover - shares	6 Months Ended
Cover - shares	Jun. 30, 2024	Oct. 29, 2024
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2024
Document Transition Report	false
Entity File Number	001-39907
Entity Registrant Name	SONDER HOLDINGS INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-2097088
Entity Address, Address Line One	447 Sutter St.
Entity Address, Address Line Two	Suite 405
Entity Address, Address Line Three	#542
Entity Address, City or Town	San Francisco
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94108
City Area Code	617
Local Phone Number	300-0956
Entity Current Reporting Status	No
Entity Interactive Data Current	No
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		11,585,625
Entity Central Index Key	0001819395
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q2
Amendment Flag	false
Common Stock
Document Information [Line Items]
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	SOND
Security Exchange Name	NASDAQ
Preferred Stock Warrants
Document Information [Line Items]
Title of 12(b) Security	Warrants, each 20 whole warrants exercisable for one share of Common Stock at an exercise price of $230.00 per share
Trading Symbol	SONDW
Security Exchange Name	NASDAQ

Subsequent Events	6 Months Ended
Subsequent Events	Jun. 30, 2024
Subsequent Events [Abstract]
Subsequent Events	Subsequent Events Delayed Draw Notes Purchase Agreement Amendments On July 12, 2024, the Delayed Draw Notes Purchase Agreement was amended to provide for additional commitments with an aggregate principal amount of up to $6.0 million issuable at the Company’s election. Subsequently on July 12, 2024, the Company issued the $6.0 million of Delayed Draw Notes. The Company used the proceeds from this issuance for general corporate purposes. On August 13, 2024, the Delayed Draw Notes Purchase Agreement was further amended to (i) extend the maturity date of all outstanding Delayed Draw Notes to December 10, 2027, (ii) extend the PIK interest payments through March 31, 2025, and at the option of the Purchasers further extend the PIK interest payments through December 31, 2026, and (iii) provide for additional commitments with an aggregate principal amount of up to $4.0 million. Subsequently on August 13, 2024, the Company issued the $4.0 million of Delayed Draw Notes. The Company used the proceeds from this issuance for general corporate purposes. Limited Waiver and Consent Agreement to Note and Warrant Purchase Agreement On October 28, 2024, the Company entered into the NPA Waiver to provide for (a) a permanent waiver of any non-compliance resulting from the NPA Waived Matters and (b) the Company’s commitment to, on the date that the Company files its Current Report on Form 8-K disclosing the voting results of the Company’s 2024 Annual Meeting, (1) if the Share Increase Proposal is approved at the 2024 Annual Meeting, issue warrants to the Investors to purchase an aggregate of (A) 500,000 shares of the Company’s common stock, if the Company elects to issue warrants with an exercise price of $0.01 or (B) 625,000 shares of the Company’s common stock, if the Company elects to issue warrants with an exercise price of $1.00, or (2) if the Share Increase Proposal is not approved at the 2024 Annual Meeting, make a payment to the Investors in the aggregate amount of $3,000,000. 2022 Loan and Security Agreement Amendments and Waiver On July 12, 2024, the 2022 Loan and Security Agreement was further amended to provide, among other things, for SVB’s consent to the amendment to the Delayed Draw Notes Purchase Agreement. On September 26, 2024, the Company entered into a Waiver Agreement with SVB, pursuant to which SVB waived any Default or Event of Default (each as defined in the 2022 Loan and Security Agreement) related to covenant non-compliance resulting from management’s conclusion that there is substantial doubt, which is not alleviated, 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. On October 28, 2024, the Company entered into a waiver agreement (the “SVB Waiver”), by and among the Company, certain of its domestic subsidiaries party thereto, as co-borrowers (together with the Company, the “Borrowers”), and Silicon Valley Bank, a division of First-Citizens Bank & Trust Company (“SVB”), as lender, which waived certain provisions under the Loan and Security Agreement dated as of December 21, 2022, as amended by that certain First Amendment to Loan and Security Agreement dated as of April 28, 2023, as further amended by that certain Second Amendment to Loan and Security Agreement dated as of November 6, 2023, as further amended by that certain Waiver and Third Amendment to Loan and Security Agreement dated as of June 10, 2024, as further amended by that certain Fourth Amendment to Loan and Security Agreement dated as of July 12, 2024, as further amended by that certain Fifth Amendment to Loan and Security Agreement dated as of August 13, 2024, and as further affected by that certain Waiver Agreement dated as of September 26, 2024. Among other things, the SVB Waiver provides for a waiver of any non-compliance resulting from the Waived Matters (as defined therein). SVB and its affiliates have engaged in, and may in the future engage in, banking and other commercial dealings in the ordinary course of business with Borrowers or their affiliates. They have received, or may in the future receive, customary fees and commissions for these transactions. Lawsuit Settlements On July 24, 2024, the Company favorably settled two lawsuits related to certain property leases for a total of $7.5 million payable in three tranches of $2.5 million each. The Company received the first tranche in July 2024 with the remaining two payments forthcoming in 2025. The Company will recognize the settlement income when it is realized and earned accordingly in the periods of payment receipt. Marriott License Agreement On August 13, 2024, the Company entered into the Marriott Agreement, whereby the Company’s portfolio of properties is expected to join the Marriott system under a newly-created collection called “Sonder by Marriott Bonvoy.” Under the Marriott Agreement, the Company’s properties will become available for booking on Marriott’s digital platforms, including Marriott.com and the Marriott Bonvoy mobile app, and the Company will also gain access to Marriott’s global sales and marketing capabilities and distribution platform. The initial term of the Marriott Agreement will expire 20 years after the Initial Onboarding Date, the date upon which our properties are integrated into the Marriott platform and systems, and is expected to be in the first quarter of 2025, and provides for extensions for two consecutive five-year renewal terms. The Marriott Agreement also includes other rights and provisions related to the term of the agreement. The Company must comply with certain Marriott standards, including, among others, those related to data privacy, cyber security, fire protection and life safety, third-party distributions and use of intellectual property, and customary franchise terms, conditions and requirements, but our properties will otherwise generally follow the Company’s design, maintenance, renovation, and operating standards. In consideration of the services and the license provided to the Company by Marriott, beginning on the Initial Onboarding Date, the Company will pay Marriott a royalty fee that increases over the first few years, up to a specified maximum, and various other fees, charges, and costs. The Company and Marriott will each pay its own technology and systems integration and launch costs. Subject to the Company providing Marriott with reasonably satisfactory evidence that the Company has funded the Holistic Capital Solution (as defined in the Marriott Agreement) and there being no monetary, bankruptcy related or exclusivity default by the Company under the Marriott Agreement, Marriott will provide the Company with $15 million of Key Money in two tranches by March 31, 2025. If the Marriott Agreement is terminated for any reason, the Company must reimburse Marriott, before the effective date of the termination, the Unamortized Key Money. During the first two years of the Marriott Agreement term, Marriott has agreed not to open any properties pursuant to an agreement for a Platform Transaction with certain specified Company competitors, subject to certain exclusions. For the duration of the term, subject to standard terms and processes, Marriott has agreed that it will designate the Company as an approved operator for the Apartments by Marriott Bonvoy brand worldwide. Also for the duration of the Marriott Agreement term, the Company has agreed not to open any Lodging Facility, unless the Company first proposes that it be included under the Marriott Agreement and Marriott confirms it is restricted from being included, in which case, the exclusivity will not apply so long as any third-party that the Company contracts with regarding such opening is not a Marriott Competitor. Following the five year anniversary of the Marriott Agreement, the Company and Marriott will each have the right to terminate the agreement upon notice to the other party and payment of a termination fee and unamortized key money upon any transfer (or series of transfers) of: (i) 50% of more of the direct or indirect ownership interests in the Company to any Non-Controlled Person; (ii) 50% or more of the Company’s direct or indirect ownership interests in all of the Properties to any Non-Controlled Person; or (iii) the right to control the day-to-day management or operations of the Company or each Company party that owns, leases or operates a Property to any Non-Controlled Person. Capitalized terms used but not defined in the foregoing description of the Marriott Agreement have the meanings ascribed to them in the agreement. Series A Preferred Stock Issuance and Related Agreements Securities Purchase Agreements On August 13, 2024, the Company entered into Securities Purchase Agreements (the “Securities Purchase Agreements”) with certain qualified institutional buyers or accredited investors (collectively, the “Purchasers”) (the “Private Placement”) of an aggregate of 43.3 million newly issued shares of Series A Convertible Preferred Stock, par value $0.0001 per share (the “Series A Preferred Stock”), in exchange for cash consideration in an aggregate amount of approximately $43.3 million. The sale of the Series A Preferred Stock pursuant to the Securities Purchase Agreements will take place in two tranches, with the first tranche, comprised of approximately 14.7 million shares of preferred stock for an aggregate purchase price of approximately $14.7 million, that closed on August 13, 2024 and the second tranche, comprised of approximately 28.6 million shares of preferred stock for an aggregate purchase price of approximately $28.6 million, closing upon the satisfaction of certain closing conditions set forth in the Securities Purchase Agreements, including the filing of the Annual Report and the Company’s Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2024 and June 30, 2024 (collectively, the “SEC Documents”). The shares of Series A Preferred Stock issued and sold in the Private Placement are being issued and sold in reliance upon an exemption from the registration requirements of the Securities Act pursuant to Section 4(a)(2) thereof and Rule 506(b) thereunder. A portion of the Series A Preferred Stock is immediately convertible into approximately 2.2 million shares of the Company’s common stock. Following receipt of Stockholder Approval (as defined below), all 43.3 million shares of the Series A Preferred Stock will be convertible into shares of common stock. The Securities Purchase Agreements require the Company to hold a special meeting of stockholders within 30 calendar days of the filing of the SEC Documents for the purpose of obtaining stockholder approval of proposals to issue shares of common stock to the Purchasers in connection with the conversion of the Series A Preferred Stock into common stock that would, absent such approval, violate Nasdaq Rules 5635(b), (c) and (d) (the “Stockholder Approval”). The Securities Purchase Agreements also require the Company to file a registration statement under the Securities Act within 30 calendar days of the filing of the SEC Documents with respect to the resale of shares of common stock receivable upon conversion of the Series A Preferred Stock. At the Special Meeting of Stockholders held on September 30, 2024, the Company obtained the Shareholder Approval. Francis Davidson, the Company’s Chief Executive Officer and Chairman of the Company’s Board of Directors, and Sanjay Banker, a member of the Company’s Board of Directors, are parties to Securities Purchase Agreements, with commitments of approximately $1,500,000, and $100,000, respectively, in the Private Placement. Mr. Davidson and Mr. Banker have each agreed that they may not convert any shares of Series A Preferred Stock to common stock prior to the Company’s receipt of Stockholder Approval. The Securities Purchase Agreements grant the Purchasers the right to purchase up to 25% of any equity offering within the next five years (a “Subsequent Financing”). The Purchasers are entitled to participate on a pro-rata basis (determined by their proportionate participation in the Private Placement) at a purchase price equal to 75% of the purchase price of any other investor in such Subsequent Financing. The Securities Purchase Agreements contain other representations, warranties and covenants of the Company and the Purchasers. Voting Agreements On August 13, 2024, the Company entered into agreements with holders of approximately 53% of its then-outstanding shares of common stock pursuant to which the stockholder parties thereto agreed to vote in favor of the Stockholder Approval. Certificate of Designation; Other Terms of Preferred Stock In connection with the Private Placement, the Company filed the Certificate of Designation (the “Certificate of Designation”) creating the Series A Preferred Stock and establishing the rights, preferences and other terms of the Series A Preferred Stock. The Series A Preferred Stock ranks senior to the common stock with respect to the payment of dividends and distribution of assets upon liquidation, dissolution and winding up, and has a liquidation preference equal to the original issue price of $1.00 per share of Series A Preferred Stock, as adjusted for any stock dividends, splits, combinations and similar events on the Series A Preferred Stock. Holders of the Series A Preferred Stock are entitled to receive, when, as and if declared by the board of directors of the Company, cumulative dividends in cash (subject to certain conditions), at a rate of (a) fifteen percent (15.00%) from August 13, 2024 through August 13, 2025, (b) ten percent (10.00%) from August 14, 2025 through August 13, 2027, and (c) five percent (5.00%) from August 14, 2027 through August 13, 2028 on the sum of (i) the liquidation preference per share of Series A Preferred Stock and (ii) all accumulated and unpaid dividends (if any), payable quarterly, in arrears. Dividends accumulate on a daily basis from the most recent date as to which dividends have been paid, or, if no dividends have been paid, from the date of issuance of such shares of Series A Preferred Stock (whether or not (i) any of the Company’s agreements prohibit the current payment of dividends, (ii) there shall be earnings or funds of the Company legally available for the payment of such dividends or (iii) the Company declares the payment of dividends), until the earlier of: (i) the date that the Company publicly reports that it has realized at least $87 million of FCF (representing cash used in operating activities plus cash used in investing activities) over a twelve month period; or (ii) August 13, 2028. The Series A Preferred Stock has no stated maturity and will remain outstanding indefinitely unless converted into common stock. The Series A Preferred Stock will be convertible at the holders’ option into common stock at an initial conversion price of the lower of (i) $1.00 and (ii) a ten percent (10%) discount to the lowest daily VWAP of the common stock on the principal trading market therefor in the seven (7) trading days prior to the date of delivery of an Optional Conversion Notice (as defined in the Certificate of Designation); provided that the conversion price will not be less than $0.50, as adjusted for any stock dividends, splits, combinations or other similar events on the common stock or Series A Preferred Stock. In the event of a Fundamental Change (as defined in the Certificate of Designation), any holder of Series A Preferred Stock may require the Company to redeem all or any portion of its Series A Preferred Stock at a price per share equal to the greater of (i) the liquidation preference, plus an amount equal to all accumulated and unpaid dividends on such shares (including dividends accrued and unpaid on previously unpaid dividends) or (ii) the amount that such holder would have received in the Fundamental Change on an as-converted basis. Until the Company has obtained the requisite Stockholder Approval, the holders of the Series A Preferred Stock will not have any right to vote together with any other class of stock on any matters. Once the Stockholder Approval is obtained, holders of the Series A Preferred Stock will be entitled to vote on an as-converted-to-common-stock basis as provided in the Certificate of Designation, have full voting rights and powers equal to the voting rights and powers of the holders of the common stock, and will be entitled to vote together with the common stock with respect to any question upon which holders of common stock have the right to vote. In addition, approval of holders of 70% of the shares of Series A Preferred Stock is required to among other things (i) alter or change the terms of the Series A Preferred Stock or of any other capital stock of the Company so as to affect adversely the Series A Preferred Stock, (ii) create, authorize the creation of, or issue any Senior Securities or Parity Securities (as such terms are defined in the Certificate of Designation) to the Series A Preferred Stock as to dividend, redemption or distribution of assets upon a Fundamental Change, (iii) increase or decrease the authorized number of shares of Series A Preferred Stock, (iv) other than in connection with the Stockholder Approval, prior to July 1, 2025 increase the number of authorized shares of common stock, (v) issue more than a number of shares of common stock set forth in the Certificate of Designation prior to July 1, 2025, or (vi) issue any Series A Preferred Stock except pursuant to the terms of the Securities Purchase Agreements. Limited Waiver and Consent Agreement to Certificate of Designation of Powers, Preferences and Rights of Series A Convertible Preferred Stock On or about October 24, 2024, the Company entered into a Limited Waiver and Consent Agreements (the “COD Waiver”), by and among the Company and each of the holders party thereto (the “Preferred Stockholders”) of the Company’s Series A Convertible Preferred Stock, par value $0.0001 per share (the “Preferred Stock”), to the Certificate of Designation of Powers, Preferences and Rights of the Series A Convertible Preferred Stock of the Company, dated as of August 13, 2024 (the “Certificate of Designation”). Among other things, the COD Waiver provides for (a) the consent by the Preferred Stockholders, which constitute in the aggregate the Requisite Holders (as defined in the Certificate of Designation) as required by the Certificate of Designation, to increase the Company’s authorized shares of Common Stock pursuant to the Share Increase Proposal and (b) the waiver by the Preferred Stockholders, which constitute in the aggregate at least a majority of the outstanding shares of Preferred Stock as required by the Certificate of Designation, of the anti-dilution provisions described in the Certificate of Designation in connection with the issuance of warrants pursuant to the NPA Waiver. Amendment to Articles of Incorporation On October 1, 2024, the Company filed a certificate of amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware to effect an increase in the number of authorized shares (the “Authorized Shares Increase”) of common stock of the Company, par value $0.0001 per share, effective as of 4:01 p.m., Eastern Time, on October 1, 2024 (the “Effective Time”). The Company’s stockholders approved the Authorized Shares Increase at a Special Meeting of Stockholders held on September 30, 2024. As of the Effective Time, the Company’s total number of authorized shares of all classes of capital stock will be increased from 272,000,000 to 401,809,144. The number of authorized shares of common stock will increase from 20,000,000 shares to 149,809,144 shares. The number of authorized shares of special voting common stock will remain unchanged, with 2,000,000 shares authorized. The number of authorized shares of preferred stock will remain unchanged with 250,000,000 shares authorized. Notice of Delisting On October 1, 2024, the Company received a letter (the “Staff Determination Letter”) from the Staff of the Listing Qualifications Department (“Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it had filed the Annual Report with the U.S. Securities and Exchange Commission (the “SEC”), but that the Company had not filed its Quarterly Report on Form 10-Q for the quarters ended June 30, 2024 (the “Q2 2024 Form 10-Q”) and March 31, 2024 (the “Q1 2024 Form 10-Q,” and collectively, the “Delinquent Filings”) by September 30, 2024, the deadline by which the Company was to file its Delinquent Filings in order to regain compliance with Nasdaq Listing Rule 5250(c)(1) (the “Rule”). The Staff Determination Letter stated that the Staff had determined that the Company’s common stock and warrants would be suspended from The Nasdaq Global Select Market at the opening of business on October 10, 2024, and a Form 25-NSE would be filed with the SEC, which would remove the Company’s securities from listing and registration on The Nasdaq Stock Market. The Staff Determination Letter further noted that the Company may appeal the Staff’s determination to a Hearings Panel (the “Hearings Panel”), pursuant to the procedures set forth in the Nasdaq Listing Rule 5800 Series. On October 2, 2024, the Company submitted an appeal to Nasdaq requesting a hearing before the Hearings Panel at which it intends to present its plan to regain and thereafter maintain compliance with all applicable listing requirements. The appeal automatically suspends any potential delisting through at least October 23, 2024, 15 calendar days from the date the request for hearing was due. In connection with its request for a hearing, however, the Company has also requested a stay of the suspension of trading and delisting of its common stock and warrants, pending the later hearing and decision of the Hearings Panel. The Company has been informed that hearings are typically scheduled to occur approximately 30-45 days after the date of the hearing request. Although the Company will use all reasonable efforts to regain compliance with the Rule, there can be no assurance that the Company will be able to regain compliance with that rule or will otherwise be in compliance with other Nasdaq listing criteria. On October 23, 2024, the Company received a letter from the Staff notifying the Company that the Hearings Panel had granted the Company’s request to stay the suspension of trading and delisting pending a hearing on the merits scheduled to occur on November 14, 2024, and the subsequent decision of the Hearings Panel after the hearing. Nasdaq information states that the Hearings Panel typically issues a decision within 30 days of the hearing.

Net Income (Loss) per Common Share

6 Months Ended

Jun. 30, 2024

Earnings Per Share [Abstract]

Net Income (Loss) per Common Share

Basic net income (loss) per share is computed by dividing the net income (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 income (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 income (loss) per share attributable to common stockholders is the same as basic net income (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 income (loss) per share (in thousands, except number of shares and per share data):


	Three months ended June 30,				Six months ended June 30,
	2024		2023		2024		2023

Numerator:
Net income (loss)	$	32,747	$	(44,184)	$	(17,740)	$	(126,049)


Denominator:
Weighted average basic and diluted common shares outstanding	11,150,682		10,901,375		11,167,172		10,881,547


Net income (loss) per common share:
Basic and diluted	$	2.94	$	(4.05)	$	(1.59)	$	(11.58)

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


	June 30,
	2024	2023
Options to purchase common stock	2,463,538	2,306,995
Common stock subject to repurchase or forfeiture	75,390	82,660
Outstanding RSUs	554,001	602,998
Outstanding MSUs	271,450	496,168
Exchangeable shares	551,072	963,042
Total common stock equivalents	3,915,451	4,451,863

Basis of Presentation (Policies)	6 Months Ended
Basis of Presentation (Policies)	Jun. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Basis of Financial Statement Presentation and Principles of Consolidation	Basis of Financial Statement Presentation and Principles of Consolidation The accompanying condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”, “U.S. GAAP”, or “generally accepted accounting principles”). The condensed consolidated financial statements present the results of operations, financial position, and cash flows of the Company in accordance with consolidation accounting guidance. All intercompany balances and transactions have been eliminated in consolidation. In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments, including normal recurring adjustments, necessary to present fairly the Company’s financial position at June 30, 2024 and December 31, 2023, results of operations and comprehensive income (loss) and stockholders’ deficit for the three and six months ended June 30, 2024 and 2023, and cash flows for the six months ended June 30, 2024 and 2023. The Company’s condensed consolidated results of operations and comprehensive income (loss) and stockholders’ deficit for the three and six months ended June 30, 2024 and cash flows for the six months ended June 30, 2024 are not necessarily indicative of the results to be expected for the full year. The Company qualifies as an emerging growth company as defined in the Jumpstart Our Business Startups Act of 2012, and as 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.
Credit Risk	Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents. The Company manages the credit risk associated with cash and cash equivalents by investing in lower risk money market funds and by maintaining operating accounts that are diversified among various institutions with good credit quality. The Company maintains cash accounts that, at times, exceed federally insured limits. The Company has not experienced any losses from maintaining cash accounts in excess of such limits. Management believes that the Company is not exposed to any significant risks on its cash and cash equivalent accounts.
Use of Estimates	Use of Estimates The preparation of consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, and the reported amounts of revenue and expense during the reporting periods. Examples of management’s estimates and assumptions include, 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 (each as defined below), among others. These estimates are based on information available as of the date of the condensed consolidated financial statements; therefore, actual results could differ from those estimates.
Recently Adopted Accounting Standards and Recently Issued Accounting Standards Not Yet Adopted	Recently Adopted Accounting Standards The Company has not adopted any recent accounting pronouncements that are expected to have a material impact on its results of operations, financial position, or cash flows. Recently Issued Accounting Standards Not Yet Adopted On November 27, 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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.

Commitments and Contingencies (Details) $ in Thousands		6 Months Ended	29 Months Ended
Commitments and Contingencies (Details) $ in Thousands	Jul. 30, 2020 USD ($)	Jun. 30, 2024 USD ($) surety_provider	Jun. 30, 2024 USD ($)	Dec. 31, 2023 USD ($)
Loss Contingencies [Line Items]
Number of surety providers \| surety_provider		6
Amount outstanding		$ 192,652	$ 192,652	$ 170,210
Loss contingency, estimated accrual liability, related to tax matters		6,700	6,700	6,800
Broad Street Investigation
Loss Contingencies [Line Items]
Damages sought by other parties	$ 3,900		36,900
Estimated accrual for potential losses		18,900	18,900	$ 17,300
Surety Bond
Loss Contingencies [Line Items]
Aggregate principal amount		38,300	38,300
Amount outstanding		$ 17,900	$ 17,900

- Definition

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

+ References + Details

- Definition

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.

+ References + Details

Subsequent Events - Limited Waiver and Consent Agreement to Certificate of Designation of Powers, Preferences and Rights of Series A Convertible Preferred Stock (Details)	Jan. 18, 2022 $ / shares
Subsequent Event [Line Items]
Preferred stock, par value (in dollars per share)	$ 0.0001

Basis of Presentation

6 Months Ended

Jun. 30, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Presentation

Nature of Operations

Sonder Holdings Inc. (collectively with its wholly owned subsidiaries, 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, of the Annual Report for details of the transaction.

Basis of Financial Statement Presentation and Principles of Consolidation

The accompanying condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”, “U.S. GAAP”, or “generally accepted accounting principles”). The condensed consolidated financial statements present the results of operations, financial position, and cash flows of the Company in accordance with consolidation accounting guidance. All intercompany balances and transactions have been eliminated in consolidation. In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments, including normal recurring adjustments, necessary to present fairly the Company’s financial position at June 30, 2024 and December 31, 2023, results of operations and comprehensive income (loss) and stockholders’ deficit for the three and six months ended June 30, 2024 and 2023, and cash flows for the six months ended June 30, 2024 and 2023. The Company’s condensed consolidated results of operations and comprehensive income (loss) and stockholders’ deficit for the three and six months ended June 30, 2024 and cash flows for the six months ended June 30, 2024 are not necessarily indicative of the results to be expected for the full year.

The Company qualifies as an emerging growth company as defined in the Jumpstart Our Business Startups Act of 2012, and as 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.

Going Concern

The accompanying condensed 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. 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.

As a result, management has concluded that there is substantial doubt, which is not alleviated, 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.

Management’s plans to address these conditions include: i) meet the requirements and milestones described in Note 14, Subsequent Events, 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, and iv) implement cost-cutting initiatives.

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.

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 the Company 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 condensed consolidated financial statements, and the reported amounts of revenue and expense during the reporting periods. Examples of management’s estimates and assumptions include, 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 (each as defined below), among others. These estimates are based on information available as of the date of the condensed consolidated financial statements; therefore, actual results could differ from those estimates.

Supplemental Cash Flow Information

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


	Six months ended June 30,
	2024		2023
Supplemental disclosures of cash flow information:
Cash paid for income taxes	$	544	$	321
Cash paid for interest	$	772	$	1,347
Supplemental disclosures of non-cash investing and financing activities
Accrued purchases of property and equipment	$	40	$	222
Operating ROU assets obtained in exchange for operating lease liabilities, net of adjustments	$	(137,811)	$	112,763
Reconciliation of cash, cash equivalents, and restricted cash:
Cash and cash equivalents	$	17,542	$	177,444
Restricted cash	51,581		42,069
Cash, cash equivalents, and restricted cash at end of period	$	69,123	$	219,513

Warrants and Stockholders’ Deficit - Post-Combination Exchangeable Common Stock (Details) - Post-Combination Exchangeable Common Stock - USD ($) $ / shares in Units, $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Class of Stock [Line Items]
Shares authorized (in shares)	2,000,000	2,000,000
Shares issued (in shares)	551,072	712,982
Shares outstanding (in shares)	551,072	712,982
Issuance price per share (in dollars per share)	$ 30.80	$ 30.80
Net carrying value	$ 16,973	$ 21,960
Aggregate liquidation preference	$ 16,973	$ 21,960

- Definition

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.

+ References

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

Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
Income Taxes (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Income Tax Disclosure [Abstract]
Provision (benefit) for income taxes	$ 237	$ (4)	$ 424	$ 52

- Definition

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

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-Name Accounting Standards Codification
-Section 45
-Paragraph 2
-Subparagraph (a)
-SubTopic 20
-Topic 740
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482659/740-20-45-2

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h))
-SubTopic 10
-Topic 235
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

+ Details

Leases - Components of Lease Expense (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Lease, Cost [Abstract]
Operating lease cost	$ 72,266	$ 75,437	$ 154,380	$ 148,616
Short-term lease cost (benefit)	3	(201)	38	421
Variable lease cost	2,176	3,369	2,441	6,819
Total operating lease cost	74,445	78,605	156,859	155,856
Cash payments for operating leases	77,474	71,687	158,980	136,260
Operating ROU assets obtained in exchange for operating lease liabilities, net of adjustments	(55,925)	77,163	(137,811)	112,763
Early lease terminations gains	$ 71,123	$ 665	$ 95,024	$ 8,437

Revenue - Narrative (Details) - Customer	3 Months Ended		6 Months Ended		12 Months Ended
Revenue - Narrative (Details) - Customer	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
First Travel Agency \| Revenues
Product Information [Line Items]
Concentration percentage	22.00%	21.00%	23.00%	21.00%
First Travel Agency \| Accounts Receivable
Product Information [Line Items]
Concentration percentage			13.00%		17.00%
Second Travel Agency \| Revenues
Product Information [Line Items]
Concentration percentage	18.00%	14.00%	18.00%	14.00%
Third Travel Agency \| Revenues
Product Information [Line Items]
Concentration percentage		11.00%	10.00%	12.00%

Basis of Presentation - Narrative (Details) - Subsequent Event $ in Millions	Aug. 13, 2024 USD ($)
License Agreement, Marriott International, Inc. and Global Hospitality Licensing S.À R.L"
Error Corrections and Prior Period Adjustments Restatement [Line Items]
License agreement, amount	$ 15.0
Series A Convertible Preferred Stock \| Private Placement, Tranche Two
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Aggregate purchase price	$ 28.6

- Definition

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.

+ References + Details

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 17,542	$ 95,763
Restricted cash	51,581	40,734
Accounts receivable, net of allowance of $6,679 and $6,196 at June 30, 2024 and December 31, 2023, respectively	9,567	7,999
Prepaid expenses	5,795	5,366
Other current assets	11,440	11,345
Total current assets	95,925	161,207
Property and equipment, net	14,284	22,775
Operating lease right-of-use (“ROU”) assets	1,085,581	1,322,135
Other non-current assets	14,593	15,150
Total assets	1,210,383	1,521,267
Current liabilities:
Accounts payable	32,145	23,560
Accrued liabilities	38,722	38,626
Taxes payable	15,566	14,005
Deferred revenue	76,556	61,971
Current portion of long-term debt	1,000	168,710
Current operating lease liabilities	166,798	199,364
Total current liabilities	330,787	506,236
Non-current operating lease liabilities	1,074,553	1,389,580
Long-term debt, net	191,652	1,500
Other non-current liabilities	750	652
Total liabilities	1,597,742	1,897,968
Commitments and contingencies (Note 11)
Stockholders’ deficit:
Common stock	1	1
Additional paid-in capital	983,779	977,503
Cumulative translation adjustment	5,782	4,976
Accumulated deficit	(1,376,921)	(1,359,181)
Total stockholders’ deficit	(387,359)	(376,701)
Total liabilities and stockholders’ deficit	$ 1,210,383	$ 1,521,267

Debt - Narrative (Details)			1 Months Ended
Debt - Narrative (Details)	Jul. 25, 2023 USD ($) quarterly_payment	Dec. 10, 2021 USD ($) $ / shares shares	Nov. 30, 2023 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2020 CAD ($)	Oct. 28, 2024 USD ($) $ / shares shares	Aug. 13, 2024 USD ($)	Jul. 12, 2024 USD ($)	Jun. 30, 2024 USD ($)	Jun. 10, 2024 USD ($) $ / shares shares	Dec. 31, 2023 USD ($)	Oct. 31, 2023 USD ($)	Jun. 30, 2023 USD ($)
Debt Instrument [Line Items]
Number outstanding (in shares) \| shares										475,264
Exercise price (in dollars per share) \| $ / shares										$ 0.01
Term of warrants										5 years
Current portion of long-term debt									$ 1,000,000		$ 168,710,000
Restricted cash									$ 51,581,000		$ 40,734,000		$ 42,069,000
EFA
Debt Instrument [Line Items]
Proceeds from issuance of debt	$ 3,000,000.0
Number of quarterly payments \| quarterly_payment	12
Interest rate payable annually									12.80%		12.80%
Current portion of long-term debt									$ 1,000,000		$ 1,000,000
Subsequent Event
Debt Instrument [Line Items]
Contingent payment						$ 3,000,000
Delayed Draw Warrants
Debt Instrument [Line Items]
Number outstanding (in shares) \| shares		123,750								475,264
Exercise price (in dollars per share) \| $ / shares		$ 250.00								$ 0.01
Term of warrants										5 years
Delayed Draw Warrants \| Subsequent Event
Debt Instrument [Line Items]
Contingent payment						$ 3,000,000
Warrant One \| Subsequent Event
Debt Instrument [Line Items]
Number outstanding (in shares) \| shares						500,000
Exercise price (in dollars per share) \| $ / shares						$ 0.01
Warrant Two \| Subsequent Event
Debt Instrument [Line Items]
Number outstanding (in shares) \| shares						625,000
Exercise price (in dollars per share) \| $ / shares						$ 1.00
Delayed Draw Notes
Debt Instrument [Line Items]
Proceeds from issuance of debt		$ 165,000,000
Repayment			$ 30,000,000.0
Early termination fees			4,300,000
Additional commitment										$ 10,000,000
Aggregate principal amount										$ 10,000,000
Effective interest rate									17.40%		17.40%
Current portion of long-term debt											$ 167,700,000
Delayed Draw Notes \| Subsequent Event
Debt Instrument [Line Items]
Additional commitment							$ 4,000,000	$ 6,000,000
Aggregate principal amount							$ 4,000,000	$ 6,000,000
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
Letter of credit fee percentage				1.50%
Fronting fee percent				0.25%
Non-use fee percentage				0.25%
Amount outstanding under line of credit									$ 0
2022 Loan and Security Agreement \| Letter of Credit
Debt Instrument [Line Items]
Amount outstanding under line of credit									$ 48,600,000		37,600,000
2020 Québec Credit Facility \| Revolving Credit Facility
Debt Instrument [Line Items]
Interest rate payable annually					6.00%
Maximum borrowing capacity					$ 25,000,000.0
Amount outstanding under line of credit											$ 0
Debt maturity (in years)					10 years
Conditional-Refund Financial Contribution Facility \| Revolving Credit Facility
Debt Instrument [Line Items]
Maximum borrowing capacity					$ 5,000,000.0
Debt maturity (in years)					10 years

Balance Sheet Details - Schedule of Other Non-current Assets (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Long-term deposits due from landlords	$ 12,261	$ 12,667
Deferred tax assets	1,684	1,738
Debt issuance costs on undrawn credit facilities	428	518
Other non-current assets	220	227
Total non-current assets	$ 14,593	$ 15,150

Subsequent Events - Amendment to Articles of Incorporation (Details) - $ / shares	Oct. 01, 2024	Sep. 30, 2024	Jan. 18, 2022
Subsequent Event [Line Items]
Shares authorized (in shares)			272,000,000
Preferred stock, authorized (in shares)			250,000,000
Common Stock
Subsequent Event [Line Items]
Common stock, authorized (in shares)			20,000,000
Special Voting Stock
Subsequent Event [Line Items]
Common stock, authorized (in shares)			2,000,000
Subsequent Event
Subsequent Event [Line Items]
Common stock par value (in dollars per share)	$ 0.0001
Shares authorized (in shares)	401,809,144	272,000,000
Preferred stock, authorized (in shares)	250,000,000
Subsequent Event \| Common Stock
Subsequent Event [Line Items]
Common stock, authorized (in shares)	149,809,144	20,000,000
Subsequent Event \| Special Voting Stock
Subsequent Event [Line Items]
Common stock, authorized (in shares)	2,000,000

Leases - Narrative (Details)	Jun. 30, 2024	Dec. 31, 2023
Leases [Abstract]
Weighted average remaining lease term	7 years 1 month 6 days	7 years 3 months 18 days
Weighted average discount rate	9.40%	9.60%

Leases

6 Months Ended

Jun. 30, 2024

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 condensed consolidated statements of operations and comprehensive income (loss).

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

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):


	Three months ended June 30,				Six months ended June 30,
	2024		2023		2024		2023
Operating lease cost	$	72,266	$	75,437	$	154,380	$	148,616
Short-term lease cost (benefit)	3		(201)		38		421
Variable lease cost	2,176		3,369		2,441		6,819
Total operating lease cost	$	74,445	$	78,605	$	156,859	$	155,856

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


	Three months ended June 30,				Six months ended June 30,
	2024		2023		2024		2023
Cash payments for operating leases	$	77,474	$	71,687	$	158,980	$	136,260
Operating ROU assets obtained in exchange for operating lease liabilities, net of adjustments(1)	$	(55,925)	$	77,163	$	(137,811)	$	112,763

Early lease terminations gains(1)	$	71,123	$	665	$	95,024	$	8,437

(1) Operating ROU assets declines and early lease termination gains are primarily related to the impact of lease terminations. We undertook an initiative in 2024 to renegotiate or exit certain properties where there exists unfavorable lease terms.

At June 30, 2024 and December 31, 2023, the weighted-average remaining lease term was 7.1 years and 7.3 years, and the weighted-average discount rate used to determine the net present value of the lease liabilities was 9.4% and 9.6%, respectively.

At June 30, 2024, remaining maturities for operating lease liabilities are as follows (in thousands):


	June 30, 2024
Remaining 2024	$	135,466
2025	271,254
2026	262,115
2027	232,096
2028	202,056
Thereafter	609,159
Gross lease payments	$	1,712,146
Less: imputed interest	470,795
Total operating lease liabilities, net	$	1,241,351

Equity Incentive Plans and Stock-Based Compensation - Narrative (Details) $ in Thousands	1 Months Ended	3 Months Ended		6 Months Ended
	May 31, 2022 triggering_event	Jun. 30, 2024 USD ($) shares	Jun. 30, 2023 USD ($)	Jun. 30, 2024 USD ($) shares	Jun. 30, 2023 USD ($)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense		$ 1,779	$ 8,258	$ 4,788	$ 19,058
Stock Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense		400	5,900	1,500	14,400
Market Capitalization Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense		200	500	600	1,000
Outstanding RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense		1,000	1,600	$ 2,300	3,300
Vesting period				4 years
Outstanding RSUs \| Vesting Tranche One
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentages				25.00%
Outstanding RSUs \| Vesting Tranche Two
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentages				25.00%
Outstanding RSUs \| Vesting Tranche Three
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentages				25.00%
Outstanding RSUs \| Vesting Tranche Four
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentages				25.00%
Market Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense		$ 200	$ 200	$ 400	$ 400
Number of triggering events \| triggering_event	6
Contractual term (in years)	5 years
Share-based compensation arrangement by share-based payment award, award requisite service period (in years)				4 years
Shares granted (in shares) \| shares		0		0
Market Stock Units \| Vesting Tranche One
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentages				16.67%
Market Stock Units \| Vesting Tranche Two
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentages				16.67%
Market Stock Units \| Vesting Tranche Three
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentages				16.67%
Market Stock Units \| Vesting Tranche Four
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentages				16.67%
Market Stock Units \| Vesting Tranche Five
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentages				16.67%
Market Stock Units \| Vesting Tranche Six
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentages				16.67%

Restructuring Activities (Details) $ in Thousands		3 Months Ended			6 Months Ended		12 Months Ended
Restructuring Activities (Details) $ in Thousands	Mar. 01, 2023	Jun. 30, 2024 USD ($)	Mar. 31, 2024 USD ($) corporate_role	Jun. 30, 2023 USD ($)	Jun. 30, 2024 USD ($)	Jun. 30, 2023 USD ($)	Dec. 31, 2023 USD ($)
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges		$ 0		$ (23)	$ 2,592	$ 2,107
Reduction In Force
Restructuring Cost and Reserve [Line Items]
Reduction of existing roles			17.00%
Restructuring and other charges			$ 3,000
Restructuring and related cost, number of positions eliminated \| corporate_role			106
Payments for restructuring			$ 3,000
Employee Severance \| March 2023 Restructuring
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges							$ 2,100
Corporate Employees \| Employee Severance \| March 2023 Restructuring
Restructuring Cost and Reserve [Line Items]
Reduction of existing roles	14.00%

- Definition

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.

+ References + Details

Balance Sheet Details (Tables)

6 Months Ended

Jun. 30, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Other Current Assets

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


	June 30, 2024		December 31, 2023
Non-income-related tax assets	$	10,587	$	10,030
Deposits due from landlords	63		844
Other current assets	790		471
Total other current assets	$	11,440	$	11,345

Schedule of Other Non-current Assets

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


	June 30, 2024		December 31, 2023
Long-term deposits due from landlords	$	12,261	$	12,667
Deferred tax assets	1,684		1,738
Debt issuance costs on undrawn credit facilities	428		518
Other non-current assets	220		227
Total non-current assets	$	14,593	$	15,150

Schedule of Accrued Liabilities

Accrued liabilities consists of the following (in thousands):


	June 30, 2024		December 31, 2023
Accrued legal expenses	$	16,715	$	15,219
Accrued compensation	4,245		4,395
Accrued direct costs (1)	3,588		3,754

Deferred FF&E allowances	1,800		2,459
Accrued other liabilities	12,374		12,799
Total accrued liabilities	$	38,722	$	38,626

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

Balance Sheet Details - Schedule of Accrued Liabilities (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Accrued legal expenses	$ 16,715	$ 15,219
Accrued compensation	4,245	4,395
Accrued direct costs	3,588	3,754
Deferred FF&E allowances	1,800	2,459
Accrued other liabilities	12,374	12,799
Total accrued liabilities	$ 38,722	$ 38,626

Fair Value Measurement and Financial Instruments - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions		6 Months Ended
	Jan. 18, 2022	Jun. 30, 2024	Jun. 10, 2024	Jan. 18, 2023	Dec. 10, 2021
Class of Warrant or Right [Line Items]
Stockholders' equity note, stock split, conversion ratio				0.05
Exercise price (in dollars per share)			$ 0.01
Delayed Draw Warrants
Class of Warrant or Right [Line Items]
Value of delayed draw warrants issued	$ 5.6
Additional Paid-in Capital \| Delayed Draw Warrants
Class of Warrant or Right [Line Items]
Value of delayed draw warrants issued	$ 5.6
Common Stock
Class of Warrant or Right [Line Items]
Aggregate number of contingently issuable shares (in shares)	725,000
Earn Out Liability
Class of Warrant or Right [Line Items]
Expected share-price volatility (as percent)		80.00%
Expected term (in years)		3 years 14 days
Risk-free interest rate (as percent)		4.50%
Dividend yield (as percent)		0.00%
Public Warrants
Class of Warrant or Right [Line Items]
Exercise price (in dollars per share)	$ 230.00
Public Warrants \| Gores Metropoulos Sponsor II, LLC
Class of Warrant or Right [Line Items]
Number outstanding (in shares)	9,000,000
Private Placement Warrants
Class of Warrant or Right [Line Items]
Number outstanding (in shares)	5,500,000
Exercise price (in dollars per share)	$ 230.00
SPAC Warrants
Class of Warrant or Right [Line Items]
Exercise price (in dollars per share)		$ 0.01
Delayed Draw Warrants
Class of Warrant or Right [Line Items]
Exercise price (in dollars per share)			$ 0.01		$ 250.00

Recently Issued Accounting Standards	6 Months Ended
Recently Issued Accounting Standards	Jun. 30, 2024
Accounting Policies [Abstract]
Recently Issued Accounting Standards	Recently Issued Accounting Standards Recently Adopted Accounting Standards The Company has not adopted any recent accounting pronouncements that are expected to have a material impact on its results of operations, financial position, or cash flows. Recently Issued Accounting Standards Not Yet Adopted On November 27, 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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.

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147476173/280-10-65-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)(4)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 105
-SubTopic 10
-Name Accounting Standards Codification
-Section 65
-Paragraph 7
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479343/105-10-65-7

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 805
-SubTopic 60
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147476176/805-60-65-1

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 848
-SubTopic 10
-Name Accounting Standards Codification
-Section 65
-Paragraph 2
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483550/848-10-65-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 323
-Name Accounting Standards Codification
-Section 65
-Paragraph 2
-Subparagraph (g)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478666/740-323-65-2

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 323
-Name Accounting Standards Codification
-Section 65
-Paragraph 2
-Subparagraph (g)(4)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478666/740-323-65-2

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 323
-Name Accounting Standards Codification
-Section 65
-Paragraph 2
-Subparagraph (g)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478666/740-323-65-2

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 848
-SubTopic 10
-Name Accounting Standards Codification
-Section 65
-Paragraph 2
-Subparagraph (d)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483550/848-10-65-2

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 848
-SubTopic 10
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (e)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483550/848-10-65-1

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 2
-Subparagraph (g)(2)(i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480016/944-40-65-2

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 2
-Subparagraph (g)(2)(ii)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480016/944-40-65-2

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 2
-Subparagraph (g)(2)(iii)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480016/944-40-65-2

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 2
-Subparagraph (g)(2)(iv)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480016/944-40-65-2

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 2
-Subparagraph (h)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480016/944-40-65-2

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
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Reference 19: http://www.xbrl.org/2003/role/disclosureRef
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Reference 21: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Subsequent Events - Marriott License Agreement (Details) - Subsequent Event - License Agreement, Marriott International, Inc. and Global Hospitality Licensing S.À R.L" $ 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%

Revenue (Tables)

6 Months Ended

Jun. 30, 2024

Revenue from Contract with Customer [Abstract]

Schedule of Disaggregated Revenue

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


	Three months ended June 30,				Six months ended June 30,
	2024		2023		2024		2023
Direct revenue	$	77,893	$	78,514	$	136,148	$	135,934
Indirect revenue	86,708		78,889		161,932		140,972
Total revenue	$	164,601	$	157,403	$	298,080	$	276,906

Restructuring Activities	6 Months Ended
Restructuring Activities	Jun. 30, 2024
Restructuring and Related Activities [Abstract]
Restructuring Activities	Restructuring Activities On March 1, 2023, the Company announced a further restructuring 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 had been paid out as of December 31, 2023. On February 20, 2024, the Company announced a reduction in force affecting 106 corporate roles, or 17% of the corporate workforce. The Company substantially completed these efforts during the first quarter of 2024. Total costs and cash expenditures were approximately $3 million, primarily related to employee severance and benefits costs, and were recognized and substantially paid in the first quarter of 2024. These restructuring costs are included in restructuring and other charges in the condensed consolidated statements of operations and comprehensive income (loss).

Leases (Tables)

6 Months Ended

Jun. 30, 2024

Leases [Abstract]

Schedule of Components of Lease Expense

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


	Three months ended June 30,				Six months ended June 30,
	2024		2023		2024		2023
Operating lease cost	$	72,266	$	75,437	$	154,380	$	148,616
Short-term lease cost (benefit)	3		(201)		38		421
Variable lease cost	2,176		3,369		2,441		6,819
Total operating lease cost	$	74,445	$	78,605	$	156,859	$	155,856

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


	Three months ended June 30,				Six months ended June 30,
	2024		2023		2024		2023
Cash payments for operating leases	$	77,474	$	71,687	$	158,980	$	136,260
Operating ROU assets obtained in exchange for operating lease liabilities, net of adjustments(1)	$	(55,925)	$	77,163	$	(137,811)	$	112,763

Early lease terminations gains(1)	$	71,123	$	665	$	95,024	$	8,437

Schedule of Remaining Maturities for Operating Lease Liabilities

At June 30, 2024, remaining maturities for operating lease liabilities are as follows (in thousands):


	June 30, 2024
Remaining 2024	$	135,466
2025	271,254
2026	262,115
2027	232,096
2028	202,056
Thereafter	609,159
Gross lease payments	$	1,712,146
Less: imputed interest	470,795
Total operating lease liabilities, net	$	1,241,351

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Cash flows from operating activities:
Net loss	$ (17,740)	$ (126,049)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	9,965	13,026
Stock-based compensation	4,788	19,058
Amortization of operating lease ROU assets	89,252	91,436
Lease adjustment gains, net	(95,024)	(8,437)
Gain on foreign exchange	(1,058)	(4,378)
Capitalization of paid-in-kind interest on long-term debt	13,385	13,135
Amortization of debt issuance costs	11	4
Amortization of debt discounts	1,614	797
Change in fair value of SPAC Warrants	(17)	(398)
Change in fair value of Earn Out Liability	(16)	(1,933)
Other operating activities	1,857	1,028
Changes in:
Accounts receivable, net	(3,003)	(8,599)
Prepaid expenses	(203)	(538)
Other current and non-current assets	(224)	1,098
Accounts payable	9,283	3,248
Accrued liabilities	929	1,097
Taxes payable	1,639	948
Deferred revenue	14,843	17,963
Operating lease ROU assets and operating lease liabilities, net	(103,560)	(71,928)
Other current and non-current liabilities	192	(127)
Net cash used in operating activities	(73,087)	(59,549)
Cash flows from investing activities:
Purchase of property and equipment	(2,092)	(8,661)
Capitalization of internal-use software	(117)	(689)
Net cash used in investing activities	(2,209)	(9,350)
Cash flows from financing activities:
Repayment of debt	(505)	0
Proceeds from debt financing	10,000	0
Payment of debt issuance costs	(578)	0
Proceeds from exercise of stock options and common stock warrants	0	8
Net cash provided by financing activities	8,917	8
Effects of foreign exchange on cash	(995)	(782)
Net change in cash, cash equivalents, and restricted cash	(67,374)	(69,673)
Cash, cash equivalents, and restricted cash at beginning of period	136,497	289,186
Cash, cash equivalents, and restricted cash at end of period	$ 69,123	$ 219,513

Balance Sheet Details

6 Months Ended

Jun. 30, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Balance Sheet Details

Other current assets

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


	June 30, 2024		December 31, 2023
Non-income-related tax assets	$	10,587	$	10,030
Deposits due from landlords	63		844
Other current assets	790		471
Total other current assets	$	11,440	$	11,345

Other non-current assets

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


	June 30, 2024		December 31, 2023
Long-term deposits due from landlords	$	12,261	$	12,667
Deferred tax assets	1,684		1,738
Debt issuance costs on undrawn credit facilities	428		518
Other non-current assets	220		227
Total non-current assets	$	14,593	$	15,150

Accrued liabilities

Accrued liabilities consists of the following (in thousands):


	June 30, 2024		December 31, 2023
Accrued legal expenses	$	16,715	$	15,219
Accrued compensation	4,245		4,395
Accrued direct costs (1)	3,588		3,754

Deferred FF&E allowances	1,800		2,459
Accrued other liabilities	12,374		12,799
Total accrued liabilities	$	38,722	$	38,626

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

Commitments and Contingencies	6 Months Ended
Commitments and Contingencies	Jun. 30, 2024
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 June 30, 2024, the Company had commitments from six surety providers in the amount of $38.3 million, of which $17.9 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 Company’s property located at 20 Broad Street, New York, NY (the “Broad Street Property”). Due to the failure of the owner of the Broad Street Property (the “Broad Street Landlord”) to address the Legionella bacteria contamination and the associated health risks posed to guests, the Company withheld payment of rent to the Broad Street Landlord on grounds of, among other reasons, constructive eviction. On July 30, 2020, the Broad Street Landlord sued Sonder USA Inc., Sonder Canada Inc., and Sonder Holdings Inc. for breach of the lease, seeking no less than $3.9 million in damages. The Company filed counterclaims against the Broad Street Landlord and the property management company for breach of contract, seeking significant damages. The Broad Street Landlord filed a motion for summary judgment. The hearing and oral argument for the summary judgment motion occurred on December 21, 2021. 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 failure 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 $18.9 million and $17.3 million in the condensed consolidated balance sheets as of June 30, 2024 and December 31, 2023, 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 $6.7 million and $6.8 million, respectively in the taxes payable line item of the condensed consolidated balance sheets as of June 30, 2024 and December 31, 2023, 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 the Company’s 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.

Fair Value Measurement and Financial Instruments

6 Months Ended

Jun. 30, 2024

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 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 share (collectively, the “SPAC Warrants”).

Management has determined that the SPAC Warrants issued in the GMII initial public offering, 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 June 30, 2024, 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 June 30, 2024, the Company used the Public Warrants stock price to value all SPAC Warrants.

At June 30, 2024, the SPAC Warrants were valued at $0.01 per warrant.

Refer to Note 8, 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 June 30, 2024, the Company used a Monte Carlo simulation methodology to value the Earn Out using Level 3 inputs. The key assumptions used in the Monte Carlo simulation are related to expected share-price volatility of 80.0%, expected term of 3.04 years, risk-free interest rate of 4.5%, and dividend yield of 0%. The expected volatility at June 30, 2024 was derived from the volatility of comparable public companies.

Delayed Draw Warrants

The fair value of the Delayed Draw Warrants (as defined in Note 6, Debt) was estimated by separating the Delayed Draw Notes (as defined in Note 6, 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 condensed consolidated balance sheet.

Recurring Fair Value Measurements

At June 30, 2024, the Earn Out Liability and Public Warrants liability were included in other non-current liabilities in the condensed consolidated balance sheets. The following table presents fair value information for liabilities measured at fair value on a recurring basis as of June 30, 2024 (in thousands):


	Level 1		Level 3		Total
Earn Out Liability	$	—	$	29	$	29
Public Warrants	273		—		273
Total liabilities measured at fair value	$	273	$	29	$	302


	Level 1		Level 3		Total
Earn Out Liability	$	—	$	45	$	45
Public Warrants	290		—		290

Total liabilities measured at fair value	$	290	$	45	$	335

The following table represents changes in the Company’s Level 3 liabilities measured at fair value on a recurring basis for the six months ended June 30, 2024 (in thousands):


	Level 3
Beginning balance, at January 1, 2024	$	45

Change in fair value of Earn Out Liability	(16)

Ending balance, at June 30, 2024	$	29

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, 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

There were no transfers of financial instruments between valuation levels during the six months ended June 30, 2024 and the year ended December 31, 2023.

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 non-operating (income) expense, net, on the condensed consolidated statements of operations and comprehensive income (loss).

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
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-Section 55
-Paragraph 107
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-Paragraph 2
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 940
-SubTopic 820
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478119/940-820-50-1

+ Details