0001819395-25-000107 | 10-Q | XBRL Viewer

Print Document

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Mar. 31, 2025
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

Income Taxes	3 Months Ended
Income Taxes	Mar. 31, 2025
Income Tax Disclosure [Abstract]
Income Taxes	Income Taxes The provision for income taxes for the three months ended March 31, 2025 and March 31, 2024 was $0.7 million and $0.2 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. On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S. The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. We are currently assessing its impact on our consolidated financial statements.

- Definition

The entire disclosure for income tax.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
-SubTopic 740
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477617/942-740-50-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480738/235-10-S50-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 740
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478822/944-740-50-1

Reference 4: 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 5: 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 6: 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 7: 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 8: 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 9: 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 10: 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 11: 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 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/740/tableOfContent

Reference 13: 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 14: 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 15: 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 16: 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 17: 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

Redeemable Preferred Stock

3 Months Ended

Mar. 31, 2025

Equity [Abstract]

Redeemable Preferred Stock

On August 13, 2024, the Company entered into the securities purchase agreements (the “August 2024 Securities Purchase Agreements”) with certain qualified institutional buyers or accredited investors of an aggregate of 43.3 million newly issued shares of Series A Preferred Stock, in exchange for cash consideration in an aggregate amount of approximately $43.3 million (the “August 2024 Preferred Financing”). The sale of the Series A Preferred Stock pursuant to the August 2024 Preferred Financing took place in two tranches. The first tranche, comprised of approximately 14.7 million shares of Series A Preferred Stock for an aggregate purchase price of approximately $14.7 million, closed on August 13, 2024. The second tranche, comprised of approximately 28.6 million shares of Series A Preferred Stock for an aggregate purchase price of approximately $28.6 million, closed on November 6, 2024, following the satisfaction of certain closing conditions set forth in the August 2024 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 August 2024 Securities Purchase Agreements required 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 August 2024 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 “2024 Stockholder Approval”). The August 2024 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. Following receipt of the 2024 Stockholder Approval, all 43.3 million shares of the Series A Preferred Stock are convertible into shares of common stock. At the Special Meeting of Stockholders held on September 30, 2024, the Company obtained the 2024 Stockholder Approval.

The Company recognized a loss on preferred stock issuance of $83.8 million and was recorded for the year ended December 31, 2024, attributable to the August 2024 Securities Purchase Agreements. The Company identified the following two freestanding financial instruments issued in connection with the transaction, (a) Mezzanine equity-classified Series A Preferred Stock and (b) Liability-classified forward contract for commitments of investors to purchase, and commitments of the Company to sell, additional Series A Preferred Stock. As of the transaction inception, these instruments had an aggregate fair value of $98.5 million and the Company received $14.7 million from the first tranche closing, resulting in the $83.8 million loss on preferred stock issuance. The loss on preferred stock issuance for the year ended December 31, 2024 consisted of $82.5 million related to the two freestanding financial instruments discussed above, as well as $1.3 million associated with the recognition of the preferred stock participation right (the “Preferred Stock Participation Right”), as discussed below.

As part of the August 2024 Securities Purchase Agreements, the transaction included a Liability-classified forward contract for commitments of investors to purchase, and commitments of the Company to sell, additional Series A Preferred Stock. This commitment ended upon the issuance of the second tranche of Series A Preferred Stock in November 2024. The Company recognized a change in fair value of the forward contract of $28.7 million as the remeasurement reflecting fluctuations in the underlying variables and assumptions from inception on August 13, 2024 through the final closing of the second tranche on November 6, 2024.

Francis Davidson, the Company’s former Chief Executive Officer and a former member of the Company’s Board of Directors (the “Board”), and Sanjay Banker, a member of the Board, are parties to the August 2024 Securities Purchase Agreements, with commitments of approximately $1.5 million, and $0.1 million, respectively, in the August 2024 Preferred Financing.

The August 2024 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 Company recognized a liability for this Preferred Stock Participation Right of $1.3 million within other current liabilities in the condensed consolidated balance sheets as of March 31, 2025. The change in fair value of the participation right recognized from inception on August 13, 2024 through December 31, 2024 and the change in change in fair value of the participation right recognized for the quarter ended on March 31, 2025 was not significant.

The August 2024 Securities Purchase Agreements contain other representations, warranties and covenants of the Company and the Purchasers.

During the three months ended March 31, 2025, holders of a portion of the Series A Preferred Stock elected to convert their Series A Preferred Stock into common stock. The following table summarizes the activity of the outstanding Series A Preferred Stock as follows:


			Series A Preferred Stock
Balance, December 31, 2024			43,300,000
Shares converted to common stock			(667,000)
Balance, March 31, 2025			42,633,000

April 2025 Security Purchase Agreements

As discussed in Note 15, Subsequent Events, on April 11, 2025, the Company entered into the April 2025 Security Purchase Agreements with certain qualified institutional buyers or accredited investors.

Certificate of Designation; Other Terms of Preferred Stock

In connection with the August 2024 Preferred Financing, 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, cumulative dividends in cash (subject to conditions that a cash payment (i) may not violate the Company’s debt agreements and (ii) may not be made without the prior written consent of holders of at least 70% of the outstanding Series A Preferred Stock) or, if not declared and paid in cash, receive an accrual of cumulative dividends as PIK on the liquidation preference, or 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: (x) the date that the Company publicly reports that it has realized at least $87.0 million of FCF (representing cash used in operating activities plus cash used in investing activities) over a twelve month period; or (y) August 13, 2028.

The Company paid-in-kind its dividend on the Series A Preferred Stock of $5.9 million for the three months ended March 31, 2025. PIK dividends are recognized using the fair value of the Series A Preferred Stock at the commitment date, which is the issuance date of each tranche for non-discretionary PIK dividends.

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.

Following the Company obtaining the 2024 Stockholder Approval, holders of the Series A Preferred Stock are entitled to vote on an as-converted-to-common-stock basis as provided in the Certificate of Designation, are entitled to 0.7 vote for

each share of Series A Preferred Stock they hold, and powers of the holders of the common stock, and are 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) issue more than a number of shares of common stock set forth in the Certificate of Designation prior to July 1, 2025, or (v) issue any Series A Preferred Stock except pursuant to the terms of the August 2024 Securities Purchase Agreements.

Debt - Schedule of Long-term Debt, Net (Details) - USD ($) $ in Thousands	Mar. 31, 2025	Dec. 31, 2024
Debt Instrument [Line Items]
Less: unamortized deferred issuance costs	$ (7,028)	$ (7,725)
Total debt, net	227,161	218,236
Less: current portion of long-term debt	(1,000)	(1,000)
Long-term debt, net	226,161	217,236
Delayed Draw Notes Purchase Agreement, including capitalized PIK interest
Debt Instrument [Line Items]
Long-term debt, gross	237,977	229,996
EFA
Debt Instrument [Line Items]
Long-term debt, gross	1,250	1,500
Principal on the EFA	1,000	1,000
Less: debt discount related to NPA Waiver Obligation, net of amortization
Debt Instrument [Line Items]
Less: debt discount related to net of amortization	(1,158)	(1,272)
Less: debt discount related to Delayed Draw Warrants, net of amortization
Debt Instrument [Line Items]
Less: debt discount related to net of amortization	$ (3,880)	$ (4,263)

Warrants and Stockholders’ Deficit - Schedule of Shares of Common Stock Reserved for Future Issuance (Details) - shares	Mar. 31, 2025	Dec. 31, 2024
Class of Stock [Line Items]
Total common stock reserved for future issuance (in shares)	14,249,819	13,803,507
2021 Equity Incentive Plan
Class of Stock [Line Items]
Total common stock reserved for future issuance (in shares)	2,166,767	8,092,529
2023 Inducement Equity Incentive Plan
Class of Stock [Line Items]
Total common stock reserved for future issuance (in shares)	228,864	326,677
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
Stock Options
Class of Stock [Line Items]
Total common stock reserved for future issuance (in shares)	2,199,839	2,129,040
Outstanding RSUs
Class of Stock [Line Items]
Total common stock reserved for future issuance (in shares)	2,472,335	236,985
Outstanding PSUs
Class of Stock [Line Items]
Total common stock reserved for future issuance (in shares)	4,163,851	0
Market Stock Units
Class of Stock [Line Items]
Total common stock reserved for future issuance (in shares)	531,996	531,996
ESPP
Class of Stock [Line Items]
Total common stock reserved for future issuance (in shares)	463,930	463,930
Exchangeable Common Shares
Class of Stock [Line Items]
Total common stock reserved for future issuance (in shares)	550,959	551,072
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

Redeemable Preferred Stock (Tables)

3 Months Ended

Mar. 31, 2025

Equity [Abstract]

Schedule of Exchangeable and Redeemable Convertible Preferred Stock


			Series A Preferred Stock
Balance, December 31, 2024			43,300,000
Shares converted to common stock			(667,000)
Balance, March 31, 2025			42,633,000

- Definition

Tabular disclosure of temporary equity. Temporary equity is a security with redemption features that are outside the control of the issuer, is not classified as an asset or liability in conformity with GAAP, and is not mandatorily redeemable. Includes any type of security that is redeemable at a fixed or determinable price or on a fixed or determinable date or dates, is redeemable at the option of the holder, or has conditions for redemption which are not solely within the control of the issuer. If convertible, the issuer does not control the actions or events necessary to issue the maximum number of shares that could be required to be delivered under the conversion option if the holder exercises the option to convert the stock to another class of equity. If the security is a warrant or a rights issue, the warrant or rights issue is considered to be temporary equity if the issuer cannot demonstrate that it would be able to deliver upon the exercise of the option by the holder in all cases. Includes stock with put option held by ESOP and stock redeemable by holder only in the event of a change in control of the issuer.

+ References + Details

Leases - Narrative (Details) $ in Thousands	3 Months Ended
Leases - Narrative (Details) $ in Thousands	Mar. 31, 2025 USD ($) property	Dec. 31, 2024 USD ($)
Operating Leased Assets [Line Items]
Weighted average remaining lease term	6 years 8 months 12 days	6 years 9 months 18 days
Weighted average discount rate	9.50%	9.40%
Future lease payments for leases not yet commenced	$ 543,500
Current operating lease liabilities	168,751	$ 171,736
Non-current operating lease liabilities	$ 907,266	$ 1,009,169
Abandoned Operating Lease
Operating Leased Assets [Line Items]
Number of properties abandoned \| property	4
Amortization of ROU assets	$ 10,400
Current operating lease liabilities	4,600
Non-current operating lease liabilities	$ 12,600
Maximum
Operating Leased Assets [Line Items]
Lease term for leases not yet commenced	20 years
Minimum
Operating Leased Assets [Line Items]
Lease term for leases not yet commenced	5 years

Basis of Presentation - Narrative (Details) - Marriott License Agreement $ in Millions	Aug. 05, 2025	Apr. 11, 2025 USD ($)	Mar. 31, 2025 USD ($) tranche	Nov. 21, 2024 USD ($)
Product Information [Line Items]
Proceeds from license agreement			$ 15.0	$ 7.5
Number of tranches \| tranche			2
License agreement			$ 15.0
Subsequent Event
Product Information [Line Items]
Proceeds from license agreement		$ 7.5
License agreement		$ 15.0
Fee and other deferral period	12 months

Debt - Narrative (Details)								1 Months Ended
Debt - Narrative (Details)	Aug. 05, 2025 USD ($) $ / shares	Apr. 11, 2025 USD ($)	Mar. 31, 2025 USD ($)	Nov. 21, 2024 USD ($)	Jul. 25, 2023 USD ($) quarterly_payment	Dec. 10, 2022 USD ($)	Dec. 10, 2021 USD ($) $ / shares shares	Dec. 31, 2020 CAD ($)	Apr. 10, 2025 USD ($)	Dec. 31, 2024 USD ($)	Oct. 28, 2024 USD ($) $ / shares shares	Aug. 13, 2024 USD ($)	Jul. 12, 2024 USD ($)	Jun. 10, 2024 USD ($) $ / shares shares	Mar. 31, 2024 USD ($)	Dec. 31, 2023 $ / shares shares	Nov. 06, 2023 USD ($)	Nov. 05, 2023 USD ($)
Debt Instrument [Line Items]
Number outstanding (in shares) \| shares														475,264		475,264
Exercise price (in dollars per share) \| $ / shares														$ 0.01		$ 0.01
Term of warrants														5 years		5 years
Restricted cash			$ 43,191,000							$ 51,268,000					$ 54,117,000
Marriott License Agreement
Debt Instrument [Line Items]
Proceeds from license agreement			15,000,000	$ 7,500,000
License agreement			$ 15,000,000
Subsequent Event
Debt Instrument [Line Items]
Proceeds from issue and sold of units	$ 24,540,000
Common stock par value (in dollars per share) \| $ / shares	$ 0.0001
Subsequent Event \| Marriott License Agreement
Debt Instrument [Line Items]
Proceeds from license agreement		$ 7,500,000
License agreement		15,000,000
Subsequent Event \| Note and Warrant Purchase Agreement
Debt Instrument [Line Items]
Exercise price (in dollars per share) \| $ / shares	$ 1.50
Interest rate payable annually	15.00%
Delayed Draw Warrants
Debt Instrument [Line Items]
Number outstanding (in shares) \| shares							123,750
Exercise price (in dollars per share) \| $ / shares							$ 250
Warrant One
Debt Instrument [Line Items]
Number outstanding (in shares) \| shares											500,000
Exercise price (in dollars per share) \| $ / shares											$ 0.01
Warrant Two
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							$ 165,000,000.0
Additional commitment												$ 4,000,000	$ 6,000,000	$ 10,000,000
Aggregate principal amount												$ 4,000,000	$ 6,000,000	$ 10,000,000
Contingent payment											$ 3,000,000
Effective interest rate			16.70%							16.70%
EFA
Debt Instrument [Line Items]
Proceeds from issuance of debt					$ 3,000,000.0
Effective interest rate			12.80%							12.80%
Number of quarterly payments \| quarterly_payment					12
2022 Loan and Security Agreement \| Revolving Credit Facility
Debt Instrument [Line Items]
Maximum borrowing capacity						$ 60,000,000.0											$ 45,000,000	$ 60,000,000
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 \| Revolving Credit Facility \| Subsequent Event
Debt Instrument [Line Items]
Maximum borrowing capacity		35,000,000.0							$ 60,000,000.0
2022 Loan and Security Agreement \| Letter of Credit
Debt Instrument [Line Items]
Amount outstanding under line of credit			$ 40,600,000							$ 48,300,000
2022 Loan and Security Agreement \| Letter of Credit \| Subsequent Event
Debt Instrument [Line Items]
Maximum borrowing capacity		$ 35,000,000.0							$ 45,000,000.0
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]
Interest rate payable annually								6.00%
Maximum borrowing capacity								$ 5,000,000.0
Debt maturity (in years)								10 years
Lender Notes \| Subsequent Event \| Loan Agreement
Debt Instrument [Line Items]
Roll-Up Payment period	12 months
Unpaid principal amount at a rate	3.00%
Covenant gross proceeds	$ 32,500,000

Leases - Schedule of Remaining Maturities for Operating Lease Liabilities (Details) $ in Thousands	Mar. 31, 2025 USD ($)
Operating Leases
Remaining 2025	$ 194,858
2026	252,684
2027	225,388
2028	198,696
2029	152,657
Thereafter	434,529
Gross lease payments	1,458,812
Less: imputed interest	(382,795)
Total operating lease liabilities, net	$ 1,076,017

Debt (Tables)

3 Months Ended

Mar. 31, 2025

Debt Disclosure [Abstract]

Schedule of Long-term Debt, Net

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


	March 31, 2025		December 31, 2024
Delayed Draw Notes Purchase Agreement, including capitalized PIK interest	$	237,977	$	229,996
EFA	1,250		1,500
Less: debt discount related to NPA Waiver Obligation, net of amortization	(1,158)		(1,272)
Less: debt discount related to Delayed Draw Warrants, net of amortization	(3,880)		(4,263)
Less: unamortized deferred issuance costs	(7,028)		(7,725)
Total debt, net	$	227,161	$	218,236
Less: current portion of long-term debt	(1,000)		(1,000)
Total long-term debt, net	$	226,161	$	217,236

- Definition

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

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(22))
-SubTopic 10
-Topic 210
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 942
-SubTopic 235
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477314/942-235-S99-2

Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S50
-Paragraph 4
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480738/235-10-S50-4

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.12-04(a))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-3

Reference 5: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 69B
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481568/470-20-55-69B

Reference 6: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 69E
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481568/470-20-55-69E

Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 835
-SubTopic 30
-Name Accounting Standards Codification
-Section 45
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482925/835-30-45-2

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-3

Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 942
-SubTopic 470
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477734/942-470-50-3

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 8
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-8

Reference 11: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-6

Reference 12: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-7

+ Details

Fair Value Measurement and Financial Instruments - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands		3 Months Ended
	Jan. 18, 2022	Mar. 31, 2025	Dec. 31, 2024	Dec. 30, 2024	Oct. 28, 2024	Jun. 10, 2024	Dec. 31, 2023	Jan. 18, 2023
Class of Warrant or Right [Line Items]
Preferred stock participation right		$ 1,300	$ 1,300
Exercise price (in dollars per share)						$ 0.01	$ 0.01
Number outstanding (in shares)						475,264	475,264
Recurring
Class of Warrant or Right [Line Items]
Preferred stock participation right		1,313	1,284
Delayed Draw Warrants
Class of Warrant or Right [Line Items]
Value of delayed draw warrants issued	$ 5,600
Common Stock
Class of Warrant or Right [Line Items]
Aggregate number of contingently issuable shares (in shares)	725,000
Public Warrants
Class of Warrant or Right [Line Items]
Conversion ratio (in shares)								0.05
Exercise price (in dollars per share)	$ 230.00
Public Warrants \| Recurring
Class of Warrant or Right [Line Items]
Warrants fair value		$ 203	203
Public Warrants \| Gores Metropoulos Sponsor II, LLC
Class of Warrant or Right [Line Items]
Number outstanding (in shares)	9,000,000
Private Placement Warrant
Class of Warrant or Right [Line Items]
Number outstanding (in shares)	5,500,000
Conversion ratio (in shares)								0.05
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
Warrants fair value		$ 200	200
NPA Waiver Warrants
Class of Warrant or Right [Line Items]
Exercise price (in dollars per share)				$ 0.01
Warrants fair value				$ 1,600	$ 1,300
Number outstanding (in shares)				500,000
Change in the fair value of the Warrants		600
NPA Waiver Warrants \| Recurring
Class of Warrant or Right [Line Items]
Warrants fair value		$ 995	$ 1,585

Redeemable Preferred Stock - Schedule Of Outstanding Series A Preferred Stock (Details)	3 Months Ended
	Mar. 31, 2025 shares
Increase (Decrease) in Temporary Equity [Roll Forward]
Balance, December 31, 2024	43,300,000
Balance, March 31, 2025	42,633,000
Series A Convertible Preferred Stock
Increase (Decrease) in Temporary Equity [Roll Forward]
Balance, December 31, 2024	43,300,000
Shares converted to common stock	(667,000)
Balance, March 31, 2025	42,633,000

Equity Incentive Plans and Stock-Based Compensation - Schedule of Key Assumptions used to Determine Fair Value of Stock Options (Details) - Stock Options - $ / shares	3 Months Ended
	Mar. 31, 2025	Mar. 31, 2024
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected volatility (as percent)	51.50%	50.40%
Dividend yield (as percent)	0.00%	0.00%
Risk-free interest rate, minimum	3.96%	3.50%
Risk-free interest rate, maximum	4.21%	4.40%
Weighted-average grant-date fair value per share (in dollars per share)	$ 1.29
Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term (in years)	5 years 14 days	6 years 1 month 2 days
Weighted-average grant-date fair value per share (in dollars per share)		$ 1.35
Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term (in years)	8 years 5 months 8 days	6 years 2 months 19 days
Weighted-average grant-date fair value per share (in dollars per share)		$ 13.69

Balance Sheet Details (Tables)

3 Months Ended

Mar. 31, 2025

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Other Current Assets

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


	March 31, 2025		December 31, 2024
Non-income tax assets	7,785		8,150
Deposits due from landlords	841		539
Other current assets	1,159		1,044
Total other current assets	$	9,785	$	9,733

Schedule of Other Non-current Assets

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


	March 31, 2025		December 31, 2024
Long-term deposits due from landlords	$	14,337	$	12,813
Deferred tax assets	4,247		4,171
Debt issuance costs on undrawn credit facilities	194		259
Other non-current assets	364		301
Total other non-current assets	$	19,142	$	17,544

Schedule of Accrued Liabilities

Accrued liabilities consists of the following (in thousands):


	March 31, 2025		December 31, 2024
Accrued legal expenses	$	23,617	$	18,540
Accrued compensation	2,893		1,703
Accrued direct costs(1)	1,590		3,454


Accrued other liabilities	6,363		8,924
Total accrued liabilities	$	34,463	$	32,621

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

Schedule of Other Non-current Liabilities

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


	March 31, 2025		December 31, 2024
Marriott key money liability	$	7,250	$	7,344
Other	820		769
Total other non-current liabilities	$	8,070	$	8,113

Equity Incentive Plans and Stock-Based Compensation - Narrative (Details)	1 Months Ended	3 Months Ended
	May 31, 2022 triggering_event	Mar. 31, 2025 USD ($) shares	Mar. 31, 2024 USD ($)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense		$ 2,269,000	$ 3,009,000
Stock Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense		500,000	1,100,000
Market Capitalization Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense		100,000	400,000
Outstanding PSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense		400,000	0
Outstanding RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense		$ 1,000,000.0	1,300,000
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		$ 200,000	$ 200,000
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
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%

Subsequent Events	3 Months Ended
Subsequent Events	Mar. 31, 2025
Subsequent Events [Abstract]
Subsequent Events	Subsequent Events April 2025 Transactions Securities Purchase Agreements On April 11, 2025, the Company entered into the April 2025 Securities Purchase Agreements, with certain qualified institutional buyers or accredited investors (each a “April 2025 Purchaser” and, collectively, the “April 2025 Purchasers”) whereby the Company issued and sold an aggregate of 17.98 million shares (the “Preferred Shares”) of Series A Preferred Stock, at a purchase price of $1.00 per share, resulting in aggregate gross proceeds to the Company of $17.98 million (such offering, the “April 2025 Preferred Financing”). The terms of the Preferred Shares are identical to the outstanding shares of Series A Preferred Stock. Under the April 2025 Securities Purchase Agreements, the April 2025 Purchasers each agreed that the Preferred Shares collectively will be immediately convertible into up to 19.99% of the outstanding shares of the Company’s common stock, par value $0.0001 per share, on April 11, 2025. The April 2025 Securities Purchase Agreements require the Company to hold a special meeting of stockholders within 30 calendar days after the Company has filed this Annual Report on Form 10-K for the purpose of obtaining stockholder approval of a proposal to approve the issuance of the shares of common stock issuable upon conversion of the Preferred Shares in accordance with Rule 5635 of Nasdaq and, such proposal, the (“First Nasdaq Proposal”) and a proposal to increase the number of authorized shares of common stock to 210,921,255 shares (the “First Authorized Share Proposal” and, such approvals for the First Nasdaq Proposal and the First Authorized Share Proposal collectively, the “2025 Stockholder Approval”). Following receipt of 2025 Stockholder Approval, the Preferred Shares are fully convertible into shares of Common Stock and will vote on all applicable matters in accordance with the Certificate of Designation. The Company obtained the 2025 Stockholder Approval at the Special Meeting of Stockholders held on June 6, 2025 (the “2025 Special Meeting”). The April 2025 Securities Purchase Agreements also require the Company to file a registration statement under the Securities Act, within 30 calendar days of the filing this Annual Report on Form 10-K with respect to the resale of shares of common stock receivable upon conversion of the Preferred Shares. Francis Davidson, the Company’s former CEO and a former member on the Board, entered into an April 2025 Securities Purchase Agreement with the Company as part of the April 2025 Preferred Financing, pursuant to which Mr. Davidson purchased $595,000 in the April 2025 Preferred Financing. To the extent the April 2025 Purchasers do not already have such right, the April 2025 Securities Purchase Agreements grant the April 2025 Purchasers the right to purchase up to 25% of any Subsequent Financing until August 13, 2029. The April 2025 Purchasers are entitled to participate on a pro-rata basis (determined by their proportionate ownership of the common stock assuming conversion of their shares of Series A Preferred Stock) at a purchase price equal to 75% of the purchase price of any other investor in such Subsequent Financing. First Voting Support Agreement In connection with the April 2025 Preferred Financing, on April 11, 2025, the Company entered into an agreement with stockholders representing approximately 58% of the Company’s outstanding voting power prior to the April 2025 Preferred Financing (the “First Voting Support Agreement”), pursuant to which the stockholder parties thereto agreed to, among other things, vote in favor of the First Nasdaq Proposal, and the First Authorized Share Proposal. The First Voting Support Agreement terminated in accordance with its terms following the completion of the 2025 Special Meeting. Consent, Waiver and Sixth Amendment to Note and Warrant Purchase Agreement On April 11, 2025, the Company entered the Sixth NPA Amendment, which modifies the 2021 Purchase Agreement, and the subordinated secured notes issued pursuant to the 2021 Purchase Agreement (the “Notes”). Among other things, the Sixth NPA Amendment provides for (i) certain waivers in connection with the consummation of the transactions contemplated by the April 2025 Securities Purchase Agreements, (ii) the cancellation of an amount equal to 15% of the sum of the aggregate principal amount of the Notes and accrued but unpaid interest on the Notes as of the amendment date, (iii) a reduction in the interest rate applicable to the Notes, (iv) an extension of the option to pay interest in kind, and (v) amendments to certain covenants under the 2021 Purchase Agreement. In connection with the Company’s entrance into the Sixth NPA Amendment, the Company issued warrants to the Investors to purchase an aggregate of up to 5 million shares of the Common Stock at $1.00 per share (collectively, the “NPA Warrants”). Each NPA Warrant became exercisable after the Company obtained the 2025 Stockholder Approval and will be exercisable until April 11, 2030. The exercise price of the NPA Warrants is subject to adjustment in the event of stock dividends, stock splits, stock combinations, reorganizations or similar events affecting the Common Stock. Subject to limited exceptions, a holder of the NPA Warrants will not have the right to exercise any portion of its NPA Warrant if the holder (together with such holder’s affiliates, and any persons acting as a group together with such holder or any of such holder’s affiliates) would beneficially own a number of shares of Common Stock in excess of 4.99% of the shares of Common Stock then outstanding. At the holder’s option, upon notice to the Company, the holder may increase or decrease this beneficial ownership limitation not to exceed 9.99% of the shares of Common Stock then outstanding, with any such increase becoming effective upon 61 days’ prior notice to the Company. Consent, Waiver and Sixth Amendment to 2022 Loan and Security Agreement On April 11, 2025, the Company entered into the SVB Amendment. Among other things, the SVB Amendment provides for (i) certain waivers in connection with the consummation of the transactions contemplated by the April 2025 Securities Purchase Agreements, (ii) the reduction of the revolving line of credit from $60.0 million to $35.0 million and the reduction of the letter of credit sublimit from $45.0 million to $35.0 million, and (iii) amendments to certain of the covenants under the 2022 Loan and Security Agreement. Amendments to Articles of Incorporation or Bylaws Prior to the consummation of the April 2025 Preferred Financing, on April 11, 2025, the holders of 70% of the shares of Series A Preferred Stock approved an amendment to the Certificate of Designation to increase the number of authorized shares of Series A Preferred Stock from 43.30 million to 61.28 million, consented to the transactions contemplated by the April 2025 Securities Purchase Agreements and approved matters related to the April 2025 Preferred Financing and the issuance of the New Delayed Draw Warrants that were subject to certain provisions in the Certificate of Designation. After obtaining such approval, the Company filed a Certificate of Amendment to the Certificate of Designation to increase the number of authorized shares of Series A Preferred Stock from 43.3 million to 61.28 million. Marriott License Agreement On April 11, 2025, the Company received the remaining $7.5 million of Key Money under the Marriott Agreement, completing the $15.0 million investment. August 2025 Transactions August 2025 Note and Warrant Purchase Agreement On August 5, 2025, the Company entered into the 2025 Purchase Agreement whereby the Company issued and sold $24.54 million Units, each comprised of (i) the Investor Notes and (ii) the Warrants. The Investor Notes mature on July 4, 2026 and accrue interest on the unpaid principal amount at a rate of 15.0% per annum, payable in kind quarterly in arrears. The Investor Notes are subject to mandatory redemption upon the occurrence of change of control events, certain asset sales and excess cash flow amounts, subject to certain exceptions. The Investor Notes are guaranteed by the Company’s domestic subsidiaries and are secured by substantially all of the assets of the Company and its domestic subsidiaries on a pari passu basis and rank pari passu in right of payment with the Lender Notes (defined below). The Investor Notes and related liens will rank senior in right of payment and lien priority to the 2021 Notes (defined below). The Company may use the proceeds of the Investor Notes for working capital and general corporate purposes. The 2025 Purchase Agreement contains customary representations, warranties and affirmative and negative covenants of the Company and certain of its subsidiaries, including, among other restrictions and subject to certain exceptions, limitations on the ability of the Company and its subsidiaries to incur additional indebtedness, grant liens, dispose of assets, make certain restricted payments, enter into affiliate transactions, make capital expenditures, and make investments. The Investor Notes also include customary events of default, including, among others, payment defaults, material breach of representations and warranties, breach of covenants, cross-default to other indebtedness, judgment defaults and bankruptcy and insolvency defaults, as well as an event of default if the Company fails to raise gross proceeds of at least $32.5 million from capital sources by November 15, 2025. The occurrence of an event of default could result in the acceleration of the Company’s obligations under the Investor Notes, an increase in the rate of interest and the 2025 Purchasers’ exercise of certain other rights and remedies provided for under the Investor Notes, the other transaction documents and applicable law. The 2025 Purchase Agreement requires the Company to include proposals in a preliminary proxy statement on Schedule 14A filed no later than December 15, 2025, with a definitive proxy including such proposal distributed as soon as practicable, for the purpose of obtaining stockholder approval of (i) the issuance of the shares of Common Stock issuable upon exercise of the Warrants as required by Rule 5635 of Nasdaq (the “Second Nasdaq Proposal”) and (ii) an amendment to the Company’s certificate of incorporation to increase the number of authorized shares of Common Stock to allow for the issuance of the Warrant Shares (the “Second Authorized Share Proposal” and such approvals for the Second Nasdaq Proposal and the Second Authorized Share Proposal collectively, the “New Stockholder Approval”). If the Company obtains the New Stockholder Approval, the Warrants will be exercisable for shares of Common Stock until August 5, 2029. Subject to certain exceptions, the exercise price of the Warrants is subject to adjustment in the event of stock dividends, stock splits, stock combinations, reorganizations or similar events affecting the Common Stock, or in the event the Company is deemed to have sold any Common Stock or securities of the Company that would entitle the holder thereof to acquire Common Stock for a consideration per share less than a price equal to the exercise price of the Warrants in effect immediately prior to such issuance. Subject to limited exceptions, a holder of the Warrants will not have the right to exercise any portion of its Warrant if the holder (together with such holder’s affiliates, and any persons acting as a group together with such holder or any of such holder’s affiliates) would beneficially own a number of shares of Common Stock in excess of 4.99% of the shares of Common Stock then outstanding. At the holder’s option, upon notice to the Company, the holder may increase or decrease this beneficial ownership limitation not to exceed 19.99% of the shares of Common Stock then outstanding, with any such increase becoming effective upon 61 days’ prior notice to the Company. Under the Warrants, the Company is obligated to file a registration statement under the Securities Act of 1933, as amended (the “Securities Act”), by no later than December 15, 2025 with respect to the resale of the Warrant Shares. The Warrants, which are collectively exercisable for an aggregate of 21,196,402 shares of Common Stock, provide that, in the case of certain fundamental transactions (including reclassification or reorganization of Common Stock, merger or consolidation of the Company or sale of all or substantially all assets in connection with which the Company is dissolved), the holder of the Warrant receives, subject to specified exceptions, the right to purchase and receive the securities or other property (including cash) receivable upon such event as if the holder of the Warrant had exercised such Warrant immediately prior to such event. The 2025 Purchase Agreement also grants a certain Covered Investor (as defined in the 2025 Purchase Agreement), which is a 2025 Purchaser and a holder of the Company’s Series A Preferred Stock, the right to purchase up to 100% of any equity offering or certain debt financings until July 4, 2026. Second Voting Support Agreement In connection with the Financing, on August 5, 2025, the Company entered into an agreement with stockholders representing a majority of the Company’s outstanding voting power, pursuant to which the stockholder parties thereto agreed to, among other things, vote in favor of the Second Nasdaq Proposal and the Second Authorized Share Proposal (the “Second Voting Support Agreement”). Certain of the stockholders entering into the Second Voting Support Agreement also participated in the Financing. Loan Agreement On August 5, 2025, the Company entered into a Loan Agreement (the “Loan Agreement”) with Marriott International, Inc. (“MI”), as administrative and collateral agent for the lenders, providing for senior secured notes (the “Lender Notes”) to evidence the replacement, on a cashless basis and for a period of up to 12 months, of certain fees and other amounts (the “Roll-Up Payments”) owed to MI by the Company pursuant to the Third Amendment described further below. The Lender Notes mature on July 4, 2026 and accrue interest on the unpaid principal amount at a per annum rate equal to the prime rate, plus 3.00%, payable in kind monthly in arrears. The Lender Notes are subject to mandatory prepayment upon the occurrence of change of control events, certain asset sales and excess cash flow amounts, subject to certain exceptions. The Lender Notes are guaranteed by the Company’s domestic subsidiaries and are secured by substantially all of the assets of the Company and its domestic subsidiaries on a pari passu basis and rank pari passu in right of payment to the Investor Notes. The Lender Notes and related liens will rank senior in right of payment and lien priority to the 2021 Notes (defined below). The Company may use the proceeds of the Lender Notes for paying the Roll-Up Payments and general corporate purposes. The Loan Agreement contains customary representations, warranties and affirmative and negative covenants of the Company and certain of its subsidiaries, including, among other restrictions and subject to certain exceptions, limitations on the ability of the Company and its subsidiaries to incur additional indebtedness, grant liens, dispose of assets, make certain restricted payments, enter into affiliate transactions, make capital expenditures, and make investments. The Loan Agreement also includes customary events of default, including, among others, payment defaults, material breach of representations and warranties, breach of covenants, cross-default to other indebtedness, judgment defaults and bankruptcy and insolvency defaults, as well as an event of default if the Company fails to raise gross proceeds of at least $32.5 million from capital sources by November 15, 2025. The occurrence of an event of default could result in the acceleration of the Company’s obligations under the Lender Notes, an increase in the rate of interest and the lenders’ exercise of certain other rights and remedies provided for under the Loan Agreement, the other transaction documents and applicable law. Third Amendment to Marriott Agreement On August 5, 2025, the Company entered into the Third Amendment to the Marriott Agreement, pursuant to which, among other things, the Roll-Up Payments owed to MI by the Company under the Marriott Agreement shall be replaced, on a cashless basis for a period of up to 12 months, in an amount evidenced under the Lender Notes. Consent and Seventh Amendment to Note and Warrant Purchase Agreement On August 5, 2025, the Company entered into the Seventh Amendment to the 2021 Purchase Agreement (the “Seventh NPA Amendment”). Among other things, the Seventh NPA Amendment provides for certain waivers in connection with the consummation of the transactions contemplated by the 2025 Purchase Agreement and the Loan Agreement and amendments to certain covenants under the 2021 Purchase Agreement. 2022 Loan and Security Agreement On August 5, 2025, in connection with the Financing, the Company terminated the 2022 Loan and Security Agreement.

Leases (Tables)

3 Months Ended

Mar. 31, 2025

Leases [Abstract]

Schedule of Components of Lease Expense

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


	Three months ended March 31,
	2025		2024
Operating lease cost	$	75,166	$	82,114
Short-term lease cost	542		35
Variable lease cost	1,512		265
Total operating lease cost	$	77,220	$	82,414

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


	Three months ended March 31,
	2025		2024
Cash payments for operating leases	$	72,506	$	81,505
Operating ROU assets obtained in exchange for operating lease liabilities, net of adjustments(1)	$	(60,063)	$	(81,886)
Early lease terminations gains(1)	$	11,138	$	23,901

(1) Operating ROU assets declines and early lease termination gains are primarily related to the impact of lease terminations.

Schedule of Remaining Maturities for Operating Lease Liabilities

At March 31, 2025, remaining maturities for operating lease liabilities are as follows (in thousands):


	March 31, 2025
Remaining 2025	$	194,858
2026	252,684
2027	225,388
2028	198,696
2029	152,657
Thereafter	434,529
Gross lease payments	$	1,458,812
Less: imputed interest	(382,795)
Total operating lease liabilities, net	$	1,076,017

Warrants and Stockholders’ Deficit - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands		3 Months Ended	12 Months Ended
	Jan. 18, 2022	Mar. 31, 2025	Dec. 31, 2023	Dec. 31, 2024	Jun. 10, 2024	Dec. 10, 2021
Class of Stock [Line Items]
Issuance of common stock upon exercise of common stock warrants		$ 2,120
Number of warrants called (in shares)			475,264		475,264
Exercise price (in dollars per share)			$ 0.01		$ 0.01
Term of warrants			5 years		5 years
Shares authorized (in shares)	409,309,144
Preferred stock authorized (in shares)	250,000,000
Preferred stock, par value (in dollars per share)	$ 0.0001
Delayed Draw Warrants
Class of Stock [Line Items]
Number of warrants called (in shares)						123,750
Exercise price (in dollars per share)						$ 250
Additional Paid-in Capital
Class of Stock [Line Items]
Issuance of common stock upon exercise of common stock warrants		$ 2,120
Former Series C And D Preferred Stock Warrants
Class of Stock [Line Items]
Number of warrants called (in shares)		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
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)	157,309,144
Common Stock \| Common Stock
Class of Stock [Line Items]
Number of shares converted (in shares)		667,000
General Common Stock
Class of Stock [Line Items]
Common stock, authorized (in shares)	159,309,144
Special Voting Stock
Class of Stock [Line Items]
Common stock, authorized (in shares)	2,000,000
Common stock par value (in dollars per share)	$ 0.001

Restructuring Activities (Details) - USD ($) $ in Thousands		1 Months Ended	3 Months Ended
Restructuring Activities (Details) - USD ($) $ in Thousands	Feb. 20, 2024	Apr. 30, 2025	Mar. 31, 2025	Mar. 31, 2024
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges			$ 0	$ 2,592
Reduction In Force
Restructuring Cost and Reserve [Line Items]
Reduction of existing roles	17.00%
Restructuring and other charges				3,000
Payments for restructuring				$ 3,000
Reduction In Force \| Subsequent Event
Restructuring Cost and Reserve [Line Items]
One-time restructuring costs		$ 2,800

- Definition

Amount of expenses associated with exit or disposal activities pursuant to an authorized plan. Excludes expenses related to a discontinued operation or an asset retirement 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

Fair Value Measurement and Financial Instruments

3 Months Ended

Mar. 31, 2025

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 and liabilities.

Level 2: Quoted prices for similar assets and liabilities in active markets. These are typically 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: Unobservable inputs in which there is little or no market data that are significant to the fair value of the assets or liabilities.

A financial instrument’s classification within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.

Preferred Stock Participation Right

As part of the August 2024 Securities Purchase Agreements, as described further in Note 7, Redeemable Preferred Stock, the Company recognized a liability for the preferred stock participation right of $1.3 million within other current liabilities in the condensed consolidated balance sheets as of March 31, 2025. The change in fair value of the participation right recognized from inception on August 13, 2024 through the quarter ended on March 31, 2025 was not significant.

SPAC Warrants

As part of Gores Metropoulos II, Inc.’s (“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 GMII’s initial public offering, which remained outstanding at the consummation of the business combination of GMII with Sonder Operating Inc. f/k/a Sonder Holdings Inc. (the “Business Combination”) and became exercisable for shares of the Company’s common stock, are subject to accounting treatment as a liability. At the consummation of the Business Combination and at March 31, 2025, the Company used the Public Warrants stock price to value the Public Warrants.

At March 31, 2025, the SPAC Warrants were valued at $0.01 per warrant.

Refer to Note 9, Warrants and Stockholders’ Deficit, for additional information about the SPAC Warrants.

Earn Out Liability

In addition to the consideration paid at the 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 (the “Earn Out”), as set forth in the merger agreement (the “Merger Agreement”). Management has determined that the Earn Out is subject to accounting treatment as a liability (the “Earn Out Liability”).

At March 31, 2025 and December 31, 2024, the Earn Out Liability was not significant.

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 sheets. As described in Note 6, Debt, in connection with the Third Notes Amendment to that certain Note and Warrant Purchase Agreement, dated as of December 10, 2021 (the “2021 Purchase Agreement”), the purchasers to the Note Purchasers Agreement (the “NPA Purchasers”) received New Delayed Draw Warrants and the previously issued Delayed Draw Warrants to the NPA Purchasers were canceled. In August 2024, all New Delayed Draw Warrants were exercised for cash.

NPA Waiver Obligation and NPA Waiver Warrants

In connection with the NPA Waiver (as defined in Note 6, Debt), the Company promised to issue shares or to deliver cash to the NPA Purchasers (as defined in Note 6, Debt) (the “NPA Waiver Obligation”). The Company accounted for the NPA Waiver Obligation as a liability classified instrument. Upon issuing the NPA Waiver Obligation, the fair value was $1.3 million.

Following approval of the Share Increase Proposal (as defined in the NPA Waiver) at the Company’s annual meeting of stockholders held on December 23, 2024 (the “2024 Annual Meeting”), on December 30, 2024, the Company issued warrants to the NPA Purchasers to purchase an aggregate of 500,000 shares of the Company’s common stock, each with an exercise of $0.01 (the “NPA Waiver Warrants”). The NPA Waiver Obligation was marked to fair value of $1.6 million immediately prior to the settlement of the obligation. Upon settlement of the obligation, the NPA Waiver Obligation was recharacterized as NPA Waiver Warrants, which are accounted for as liabilities. As of the effective date of December 30, 2024, the NPA Waiver Warrants can be exercised with no restrictions. As such, at March 31, 2025 and December 31, 2024, the Company’s stock price was used to value all NPA Waiver Warrants. The change in fair value of the NPA Waiver Warrants as of the effective date of December 30, 2024 through the quarter ended on December 31, 2024 was not significant. The change in the fair value of the NPA Waiver Warrants for the quarter ended on March 31, 2025 was $0.6 million.

Recurring Fair Value Measurements

At March 31, 2025, the Preferred Stock Participation Right (as defined in Note 7, Redeemable Preferred Stock) and NPA Waiver Warrants were included in other current liabilities in the condensed consolidated balance sheets. At March 31, 2025, the Earn Out Liability and Public Warrants liability were included in other non-current liabilities in the consolidated balance sheets. The following table presents fair value information for liabilities measured at fair value on a recurring basis as of March 31, 2025 (in thousands):


	Level 1		Level 3		Total
Preferred Stock Participation Rights	$	—	$	1,313	$	1,313
NPA Waiver Warrants	995		—		995
Earn Out Liability	—		15		15
Public Warrants	203		—		203
Total liabilities measured at fair value	$	1,198	$	1,328	$	2,526

At December 31, 2024, the Preferred Stock Participation Right and NPA Waiver Warrants were included in other current liabilities in the condensed consolidated balance sheets. At December 31, 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 December 31, 2024 (in thousands):


	Level 1		Level 3		Total
Preferred Stock Participation Rights(1)	$	—	$	1,284	$	1,284
NPA Waiver Warrants(2)	1,585		—		1,585
Earn Out Liability	—		15		15
Public Warrants	203		—		203
Total liabilities measured at fair value	$	1,788	$	1,299	$	3,087

(1) At inception, on August 13, 2024, the fair value of the Preferred Stock Participation Right was $1.3 million.

(2) At inception, on December 30, 2024 when the NPA Waiver Obligation was recharacterized as NPA Waiver Warrants, the fair value of the NPA Waiver Warrants were $1.6 million.

The following table represents changes in Level 3 liabilities measured at fair value on a recurring basis for the three months ended March 31, 2025 (in thousands):


	Level 3
Beginning balance, at January 1, 2025	$	1,299
Change in fair value of Preferred Stock Participation Right	29
Ending balance, at March 31, 2025	$	1,328

The following table presents changes in Level 3 liabilities measured at fair value on a recurring basis for the year ended December 31, 2024 (in thousands):


	Level 3
Beginning balance, at January 1, 2024	$	45
Issuance of Forward Contract Liability	53,690
Issuance of Preferred Stock Participation Right	1,291
Issuance of NPA Waiver Obligation	1,343
Change in fair value of Forward Contract Liability	28,652
Change in fair value of Earn Out Liability	(30)
Change in fair value of Preferred Stock Participation Right	(7)
Change in fair value of NPA Waiver Obligation	237
Settlement of Forward Contract Liability	(82,342)
Settlement of NPA Waiver Obligation	(1,580)
Ending balance, at December 31, 2024	$	1,299

There were no transfers of financial instruments between valuation levels during the three months ended March 31, 2025 and the year ended December 31, 2024.

Management estimates that the fair values of its cash equivalents, restricted cash, accounts receivable, prepaid expenses, other current assets, accounts payable, accrued liabilities, sales tax payable, deferred revenue and other current liabilities, approximates their carrying values due to the relatively short maturity of the instruments. The carrying value of the Company’s long-term debt approximates its fair value because it bears interest at a market rate and all other terms are also reflective of current market terms.

These assumptions are inherently subjective and involve significant management judgment. Any change in fair value is recognized as a component of other income, net, on the condensed consolidated statements of operations and comprehensive loss.

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (bbb)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 107
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482078/820-10-55-107

Reference 3: http://www.xbrl.org/2003/role/exampleRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 100
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482078/820-10-55-100

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(3)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2E
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2E

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 13: 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

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands	Mar. 31, 2025	Dec. 31, 2024
Current assets:
Cash and cash equivalents	$ 23,329	$ 20,786
Restricted cash	43,191	51,268
Accounts receivable, net of allowance of $17,155 and $14,587 at March 31, 2025 and December 31, 2024, respectively	8,526	13,918
Prepaid expenses	3,646	4,141
Other current assets	9,785	9,733
Total current assets	88,477	99,846
Property and equipment, net	4,383	5,933
Operating lease right-of-use (“ROU”) assets	920,727	1,013,854
Other non-current assets	19,142	17,544
Total assets	1,032,729	1,137,177
Current liabilities:
Accounts payable	49,217	33,724
Accrued liabilities	34,463	32,621
Taxes payable	22,890	22,224
Deferred revenue	101,068	71,729
Other current liabilities	7,155	5,513
Current portion of long-term debt	1,000	1,000
Current operating lease liabilities	168,751	171,736
Total current liabilities	384,544	338,547
Non-current operating lease liabilities	907,266	1,009,169
Long-term debt, net	226,161	217,236
Other non-current liabilities	8,070	8,113
Total liabilities	1,526,041	1,573,065
Commitments and contingencies (Note 12)
Mezzanine equity:
Series A redeemable convertible preferred stock: $0.0001 par value; 250,000,000 shares authorized at March 31, 2025 and December 31, 2024, 42,633,000 and 43,300,000 shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively	163,434	162,907
Stockholders’ deficit:
Common stock	1	1
Additional paid-in capital	978,855	977,112
Cumulative translation adjustment	4,161	7,360
Accumulated deficit	(1,639,763)	(1,583,268)
Total stockholders’ deficit	(656,746)	(598,795)
Total liabilities and stockholders’ deficit	$ 1,032,729	$ 1,137,177

Equity Incentive Plans and Stock-Based Compensation (Tables)

3 Months Ended

Mar. 31, 2025

Share-Based Payment Arrangement [Abstract]

Schedule of Stock-based Compensation

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


	Three months ended March 31,
	2025		2024
Operations and support	$	754	$	858
General and administrative	1,245		1,845
Research and development	233		263
Sales and marketing	37		43
Total stock-based compensation expense	$	2,269	$	3,009

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

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


	Three months ended March 31,
	2025		2024
Expected term (in years)	5.04 - 8.44		6.09 - 6.22
Expected volatility	51.5%		50.4%
Dividend yield	—	%	—	%
Risk-free interest rate	3.96% - 4.21%		3.50% - 4.40%
Weighted-average grant-date fair value per share	$1.29		$1.35 - $13.69

Restructuring Activities	3 Months Ended
Restructuring Activities	Mar. 31, 2025
Restructuring and Related Activities [Abstract]
Restructuring Activities	Restructuring Activities On February 20, 2024, the Company announced a reduction in force plan affecting 17% of the corporate workforce. The Company substantially completed these efforts during the first quarter of 2024. Total costs and cash expenditures were approximately $3.0 million in restructuring costs, primarily related to employee severance and benefits costs, and were recognized and substantially paid in the first quarter of 2024. In April 2025, the Company completed a reduction in force with approximately $2.8 million in associated restructuring costs, all of which are expected to be paid out in the year ended December 31, 2025. These restructuring costs are included in restructuring and other charges in the condensed consolidated statements of operations and comprehensive loss.

Leases

3 Months Ended

Mar. 31, 2025

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 loss for all classes of underlying assets.

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 March 31,
	2025		2024
Operating lease cost	$	75,166	$	82,114
Short-term lease cost	542		35
Variable lease cost	1,512		265
Total operating lease cost	$	77,220	$	82,414

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


	Three months ended March 31,
	2025		2024
Cash payments for operating leases	$	72,506	$	81,505
Operating ROU assets obtained in exchange for operating lease liabilities, net of adjustments(1)	$	(60,063)	$	(81,886)
Early lease terminations gains(1)	$	11,138	$	23,901

(1) Operating ROU assets declines and early lease termination gains are primarily related to the impact of lease terminations.

At March 31, 2025 and December 31, 2024, the weighted-average remaining lease term was 6.7 years and 6.8 years, respectively, and the weighted-average discount rate used to determine the net present value of the lease liabilities was 9.50% and 9.40%, respectively.

At March 31, 2025, remaining maturities for operating lease liabilities are as follows (in thousands):


	March 31, 2025
Remaining 2025	$	194,858
2026	252,684
2027	225,388
2028	198,696
2029	152,657
Thereafter	434,529
Gross lease payments	$	1,458,812
Less: imputed interest	(382,795)
Total operating lease liabilities, net	$	1,076,017

Operating lease obligations primarily represent the initial contracted term for leases that have commenced as of March 31, 2025. In addition, as of March 31, 2025, we have entered into leases that have not yet commenced with future lease payments totaling $543.5 million, excluding purchase options, that are not yet recorded on the condensed consolidated balance sheets and are not reflected in the figure above. These leases will commence between 2025 and 2026 with non-cancelable lease terms of five to 20 years. Certain leases do not have a scheduled commencement date, as they are currently subject to renegotiation.

As of March 31, 2025, we determined that four properties were no longer being used for any business purposes and applied abandonment accounting pursuant to ASC 360, Property, Plant, and Equipment. The properties were returned to the landlords, and we fully amortized the respective ROU assets of $10.4 million. The respective remaining lease liabilities, consist of $4.6 million in current operating lease liabilities and $12.6 million in non-current operating lease liabilities, remained in the condensed consolidated balance sheets. No termination agreements have been executed, as we are currently involved in litigation with the landlords.

Warrants and Stockholders’ Deficit (Tables)

3 Months Ended

Mar. 31, 2025

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):


	March 31, 2025		December 31, 2024
Shares authorized	2,000,000		2,000,000
Shares issued and outstanding	550,959		551,072
Issuance price per share	$	30.80	$	30.80
Net carrying value	$	16,970	$	16,973
Aggregate liquidation preference	$	16,970	$	16,973

Schedule of Shares of Common Stock Reserved for Future Issuance

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


	March 31, 2025	December 31, 2024
Post-Combination Exchangeable Common Shares	550,959	551,072
Outstanding stock options	2,199,839	2,129,040
Outstanding restricted stock units (“RSUs”)	2,472,335	236,985
Outstanding performance stock units (“PSUs”)	4,163,851	—
Outstanding market stock units (“MSUs”)	531,996	531,996
Outstanding Public Warrants liability	724,997	724,997
Shares issuable pursuant to Earn Out Liability	725,000	725,000

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	463,930
Shares available for grant under the 2021 Equity Incentive Plan	2,166,767	8,092,529
Shares available for grant under the 2023 Inducement Equity Incentive Plan	228,864	326,677
Total common stock reserved for future issuance	14,249,819	13,803,507

Balance Sheet Details - Schedule of Other Current Assets (Details) - USD ($) $ in Thousands	Mar. 31, 2025	Dec. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Non-income tax assets	$ 7,785	$ 8,150
Deposits due from landlords	841	539
Other current assets	1,159	1,044
Total other current assets	$ 9,785	$ 9,733

Equity Incentive Plans and Stock-Based Compensation - Schedule of Stock-based Compensation (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2025	Mar. 31, 2024
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	$ 2,269	$ 3,009
Operations and support
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	754	858
General and administrative
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	1,245	1,845
Research and development
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	233	263
Sales and marketing
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	$ 37	$ 43

- 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
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (f)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (f)(2)(v)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (f)(2)(i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (f)(2)(iii)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (f)(2)(iv)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (f)(2)(ii)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (l)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (d)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 35
-Paragraph 1D
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480483/718-10-35-1D

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 35
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480483/718-10-35-3

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)(3)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(ii)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iii)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iv)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iv)(01)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iv)(02)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iv)(03)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iv)(04)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(2)(i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 23: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(2)(ii)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 24: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(2)(iii)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 25: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(2)(iii)(01)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 26: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(2)(iii)(02)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 27: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(2)(iii)(03)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 28: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (d)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 29: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (e)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 30: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (e)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

+ Details

Net Loss per Common Share (Tables)

3 Months Ended

Mar. 31, 2025

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 loss per share (in thousands, except number of shares and per share information):


	Three months ended March 31,
	2025		2024
Numerator:
Net loss	$	(56,495)	$	(50,487)
Add: Accretion to redeemable value of preferred stock	3,239		—
Add: Paid-in-kind dividend on preferred stock	(5,885)		—
Net loss attributable to common stockholders	$	(59,141)	$	(50,487)

Denominator:
Weighted average basic and diluted common shares outstanding	12,183,604		11,031,861
Net loss per common share:
Basic and diluted	$	(4.85)	$	(4.58)

Schedule of Antidilutive Securities

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


	Three months ended March 31,
	2025	2024
Convertible preferred stock	42,633,000	—
Options to purchase common stock	2,199,839	2,555,676
Common stock subject to repurchase or forfeiture	74,942	75,645
Outstanding RSUs	2,472,335	567,500
Outstanding PSUs	4,163,851	—
Outstanding MSUs	531,996	296,508
Exchangeable shares	550,959	712,982
Total common stock equivalents	52,626,922	4,208,311

Basis of Presentation (Policies)	3 Months Ended
Basis of Presentation (Policies)	Mar. 31, 2025
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. The unaudited condensed consolidated balance sheet as of December 31, 2024 included herein was derived from the audited consolidated financial statements as of that date, but does not include all disclosures, including certain notes required by GAAP on an annual reporting basis. In management’s opinion, the unaudited condensed consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the balance sheets and statements of operations and comprehensive loss, stockholders’ deficit, and cash flows for the interim periods, but are not necessarily indicative of the results of operations to be anticipated for the full fiscal year or any future period. These unaudited condensed consolidated financial statements should be read in conjunction with the Company's audited consolidated financial statements and notes included in its Annual Report on Form 10-K for the year ended December 31, 2024, which was initially filed with the SEC on July 24, 2025.
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, allowance for credit losses, valuation of intellectual property and intangible assets, contingent liabilities, valuation allowance for deferred tax assets, ROU asset impairment valuation of the preferred stock issuance and valuation of non-routine complex transactions, such as recognition of the Earn Out Liability, SPAC Warrants (each as defined below) and forward contracts, 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.
Integration Costs	Integration Costs The Company defines integration costs as costs incurred to integrate under the Marriott Agreement. These include costs incurred to integrate the Company’s portfolio of properties under the Marriott system, costs incurred to comply with certain Marriott standards, technology and systems costs related to the integration and various launch costs.
Reclassifications	Reclassifications Certain prior period amounts have been reclassified on our unaudited condensed consolidated statements of operations and comprehensive income and statements of cash flows to conform with our current period presentation.
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 In December 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 November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40). ASU 2024-03 requires companies to disclose additional information about specific expense categories in the notes to the financial statements. ASU 2024-03 will be effective for annual periods beginning January 1, 2026 and will be applied either prospectively to financial statements issued for reporting periods after the effective date of this update or retrospectively to any or all prior periods presented in the financial statements. Early adoption is permitted. We are evaluating the disclosure impact of ASU 2024-03 and its impact on the Company’s consolidated financial statements.

- Definition

Disclosure of accounting policy for the use of estimates in the preparation of financial statements in conformity with generally accepted accounting principles.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
-SubTopic 235
-Name Accounting Standards Codification
-Section S50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478671/942-235-S50-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
-SubTopic 235
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-05(b)(2))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477314/942-235-S99-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 275
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482861/275-10-50-12

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 275
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482861/275-10-50-9

Reference 5: http://www.xbrl.org/2003/role/exampleRef
-Topic 275
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482836/275-10-55-6

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 275
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482861/275-10-50-6

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 275
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482861/275-10-50-4

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-SubTopic 10
-Topic 275
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482861/275-10-50-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (c)
-SubTopic 10
-Topic 275
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482861/275-10-50-1

+ Details

Balance Sheet Details - Schedule of Accrued Liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2025	Dec. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Accrued legal expenses	$ 23,617	$ 18,540
Accrued compensation	2,893	1,703
Accrued direct costs	1,590	3,454
Accrued other liabilities	6,363	8,924
Total accrued liabilities	$ 34,463	$ 32,621

Debt

3 Months Ended

Mar. 31, 2025

Debt Disclosure [Abstract]

Debt

Note Purchase Agreements

On December 10, 2021, the Company entered into the 2021 Purchase Agreement with NPA Purchasers for the sale of delayed draw notes in an aggregate of $165.0 million (the “Delayed Draw Notes”) to be available to the Company following the consummation of the Business Combination. The 2021 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 per share (the “Delayed Draw Warrants”).

On June 10, 2024, the Company entered into a waiver and amendment to the 2021 Purchase Agreement (the “Third Notes Amendment”) to provide for (i) a permanent waiver of certain non-compliance relating to financial reporting, (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, the NPA Purchasers also received detachable warrants (the “New Delayed Draw 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 the previously issued Delayed Draw Warrants to the NPA Purchasers were canceled. The NPA Purchasers were also provided with customary registration rights for shares issuable upon exercise of the New Delayed Draw Warrants. Subsequently on June 10, 2024, the Company issued the $10.0 million of Delayed Draw Notes, together with the New Delayed Draw Warrants. In August 2024, all New Delayed Draw Warrants were exercised for cash. The Company used the proceeds from this issuance of Delayed Draw Notes and the exercise of the New Delayed Draw Warrants for general corporate purposes.

On July 12, 2024, the Company entered into an amendment to the 2021 Purchase Agreement 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 Company entered into an amendment to the 2021 Purchase Agreement to, among other things, (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 Delayed Draw Notes obligors 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 2021 Purchase Agreement to, among other things, provide for 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 (as defined in the NPA Waiver) is approved at the 2024 Annual Meeting, issue warrants to the NPA Purchasers 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 NPA Purchasers in the aggregate amount of $3.0 million. 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 March 31, 2025 and December 31, 2024. Following approval of the Share Increase Proposal at the 2024 Annual Meeting, the Company issued warrants to the NPA Purchasers.

At both March 31, 2025 and December 31, 2024, the effective interest rate of the Delayed Draw Notes was 16.7%.

As discussed in Note 15, Subsequent Events, on August 5, 2025, the Company entered into a Note and Warrant Purchase Agreement (the “2025 Purchase Agreement”), with certain qualified institutional buyers or accredited investors (each a “2025 Purchaser” and, collectively, the “2025 Purchasers”), certain of whom are holders of shares of the Company’s Series A Preferred Stock, whereby the Company issued and sold $24.540 million of units (the “Units”), each comprised of (i) a senior secured promissory note (the “Investor Notes”) and (ii) a warrant to purchase shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) at an exercise price of $1.50 per share (the “Warrants,” the shares underlying the Warrants, the “Warrant Shares”, and the offering of the Units, the “Financing”).

The Investor Notes mature on July 4, 2026 and accrue interest on the unpaid principal amount at a rate of 15.0% per annum, payable in kind quarterly in arrears. The Investor Notes are subject to mandatory redemption upon the occurrence of change of control events, certain asset sales and excess cash flow amounts, subject to certain exceptions. The Company may use the proceeds of the Investor Notes for working capital and general corporate purposes.

Loan Agreement

As discussed in Note 15, Subsequent Events, on August 5, 2025, the Company entered into a Loan Agreement (the “Loan Agreement”) with Marriott International, Inc. (“MI”), as administrative and collateral agent for the lenders, providing for senior secured notes (the “Lender Notes”) to evidence the replacement, on a cashless basis and for a period of up to 12 months, of certain fees and other amounts (the “Roll-Up Payments”) owed to MI by the Company pursuant to the Third Amendment described further below.

The Lender Notes mature on July 4, 2026 and accrue interest on the unpaid principal amount at a per annum rate equal to the prime rate, plus 3.00%, payable in kind monthly in arrears. The Lender Notes are subject to mandatory prepayment upon the occurrence of change of control events, certain asset sales and excess cash flow amounts, subject to certain exceptions. The Lender Notes are guaranteed by the Company’s domestic subsidiaries and are secured by substantially all of the assets of the Company and its domestic subsidiaries on a pari passu basis and rank pari passu in right of payment to the Investor Notes. The Lender Notes and related liens will rank senior in right of payment and lien priority to the 2021 Notes (defined below). The Company may use the proceeds of the Lender Notes for paying the Roll-Up Payments and general corporate purposes.

The Loan Agreement includes customary events of default, including, among others, payment defaults, material breach of representations and warranties, breach of covenants, cross-default to other indebtedness, judgment defaults and bankruptcy and insolvency defaults, as well as an event of default if the Company fails to raise gross proceeds of at least $32.5 million from capital sources by November 15, 2025. The occurrence of an event of default could result in the acceleration of the Company’s obligations under the Lender Notes, an increase in the rate of interest and the lenders’ exercise of certain other rights and remedies provided for under the Loan Agreement, the other transaction documents and applicable law.

On April 11, 2025, the Company received the remaining $7.5 million of Key Money under the Marriott Agreement, completing the $15.0 million investment.

Equipment Financing Agreement

On July 25, 2023, the Company entered into a master equipment financing agreement (the “EFA”), which is accounted for as debt under ASC 470. In accordance with the EFA, the Company received approximately $3.0 million in exchange for conveying an interest in certain furniture, fixtures, and equipment (the “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 March 31, 2025 and December 31, 2024, which includes a balloon payment at the end of the term. The EFA terminates in July 2026. Upon maturity, all interest in the FF&E will revert back to the Company.

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


	March 31, 2025		December 31, 2024
Delayed Draw Notes Purchase Agreement, including capitalized PIK interest	$	237,977	$	229,996
EFA	1,250		1,500
Less: debt discount related to NPA Waiver Obligation, net of amortization	(1,158)		(1,272)
Less: debt discount related to Delayed Draw Warrants, net of amortization	(3,880)		(4,263)
Less: unamortized deferred issuance costs	(7,028)		(7,725)
Total debt, net	$	227,161	$	218,236
Less: current portion of long-term debt	(1,000)		(1,000)
Total long-term debt, net	$	226,161	$	217,236

At both March 31, 2025 and December 31, 2024, the current portion of long-term debt consisted of $1.0 million in principal on the EFA.

2022 Loan and Security Agreement

On December 10, 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 2022 Loan and Security Agreement. As of March 31, 2025, 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.

On April 28, 2023, the Company amended the 2022 Loan and Security Agreement to, among other things, (i) reduce 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) amend the minimum consolidated adjusted EBITDA financial covenant, and (iii) provide additional flexibility to the Company under certain of the negative covenants in the agreement.

On November 6, 2023, the Company amended the 2022 Loan and Security Agreement to (i) remove the adjusted quick ratio financial covenant to which the Company was previously subject, (ii) update certain financial reporting requirements, (iii) reduce the letter of credit sublimit from $60.0 million to $45.0 million, and (iv) permit a prepayment of the Delayed Draw Notes.

On July 12, 2024, the Company amended the 2022 Loan and Security Agreement to obtain (i) consent by SVB to enter into the Fourth Notes Amendment and (ii) consent to the incurrence by the Company of up to $6.0 million of additional Delayed Draw Notes.

On August 13, 2024, the Company amended the 2022 Loan and Security Agreement to obtain consent by SVB to allow the Company to incur up to $4.0 million of additional Delayed Draw Notes and to enter into the August 2024 Securities Purchase Agreements.

At March 31, 2025, the Company was in compliance with all financial covenants related to the 2022 Loan and Security Agreement, as amended. Additionally, at March 31, 2025, there were no revolving borrowings outstanding under the 2022 Loan and Security Agreement. Outstanding letters of credit at March 31, 2025 and December 31, 2024 were permitted under the 2022 Loan and Security Agreement and totaled $40.6 million and $48.3 million, respectively.

As discussed in Note 15, Subsequent Events, on April 11, 2025, the Company entered into the SVB Amendment, by and among the Company, certain of its domestic subsidiaries party thereto, as co-borrowers (together with the Company, the “Borrowers”), and SVB, as lender, which amends the 2022 Loan and Security Agreement. Among other things, the SVB Amendment provides for (i) certain waivers in connection with the consummation of the transactions contemplated by the April 2025 Securities Purchase Agreements, (ii) the reduction of the revolving line of credit from $60.0 million to $35.0 million and the reduction of the letter of credit sublimit from $45.0 million to $35.0 million, and (iii) amendments to certain of the covenants under the 2022 Loan and Security Agreement. The Company terminated the 2022 Loan and Security Agreement on August 5, 2025.

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, 2024, 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. The Company was in compliance with all financial covenants related to the 2020 Québec Credit Facility during fiscal year 2024 until its termination on July 29, 2024.

Restricted Cash

During the three months ended March 31, 2025 and 2024, the Company entered into multiple cash collateral agreements in connection with the issuance of letters of credit and corporate credit card programs. At March 31, 2025 and December 31, 2024, the Company had $43.2 million and $51.3 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 815
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 8A
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480434/815-10-50-8A

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480738/235-10-S50-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

Reference 4: 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 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481544/470-10-50-6

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)(3)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B

Reference 12: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 470
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/470/tableOfContent

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 835
-SubTopic 30
-Name Accounting Standards Codification
-Section 45
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482925/835-30-45-2

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1C

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1C

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1C

Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1E
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1E

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1I

Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1I

Reference 23: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1I

+ Details

Net Loss per Common Share - Schedule of Antidilutive Securities (Details) - shares	3 Months Ended
	Mar. 31, 2025	Mar. 31, 2024
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total common stock equivalents (in shares)	52,626,922	4,208,311
Convertible preferred stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total common stock equivalents (in shares)	42,633,000	0
Options to purchase common stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total common stock equivalents (in shares)	2,199,839	2,555,676
Common stock subject to repurchase or forfeiture
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total common stock equivalents (in shares)	74,942	75,645
Outstanding RSUs
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total common stock equivalents (in shares)	2,472,335	567,500
Outstanding PSUs
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total common stock equivalents (in shares)	4,163,851	0
Outstanding MSUs
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total common stock equivalents (in shares)	531,996	296,508
Exchangeable shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total common stock equivalents (in shares)	550,959	712,982

Recently Issued Accounting Standards	3 Months Ended
Recently Issued Accounting Standards	Mar. 31, 2025
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 In December 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 November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40). ASU 2024-03 requires companies to disclose additional information about specific expense categories in the notes to the financial statements. ASU 2024-03 will be effective for annual periods beginning January 1, 2026 and will be applied either prospectively to financial statements issued for reporting periods after the effective date of this update or retrospectively to any or all prior periods presented in the financial statements. Early adoption is permitted. We are evaluating the disclosure impact of ASU 2024-03 and its impact on the Company’s consolidated financial statements.

- 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 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (c)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 105
-SubTopic 10
-Name Accounting Standards Codification
-Section 65
-Paragraph 9
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479343/105-10-65-9

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 65
-Paragraph 17
-Subparagraph (d)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480336/718-10-65-17

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 65
-Paragraph 17
-Subparagraph (d)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480336/718-10-65-17

Reference 5: 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 6: 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 7: 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 8: 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 9: 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 10: 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 11: 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 12: 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 13: 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 14: 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 15: 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 16: 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 17: 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 18: 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 19: 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 20: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 5
-Subparagraph (SAB Topic 11.M.Q2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480530/250-10-S99-5

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 20
-Name Accounting Standards Codification
-Section 65
-Paragraph 6
-Subparagraph (i)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480528/815-20-65-6

Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-1

Reference 23: http://www.xbrl.org/2003/role/disclosureRef
-Topic 326
-SubTopic 10
-Name Accounting Standards Codification
-Section 65
-Paragraph 4
-Subparagraph (e)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479654/326-10-65-4

Reference 24: http://www.xbrl.org/2003/role/disclosureRef
-Topic 326
-SubTopic 10
-Name Accounting Standards Codification
-Section 65
-Paragraph 4
-Subparagraph (e)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479654/326-10-65-4

Reference 25: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480530/250-10-S99-6

Reference 26: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 65
-Paragraph 4
-Subparagraph (f)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481538/470-20-65-4

Reference 27: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 65
-Paragraph 4
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481538/470-20-65-4

Reference 28: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-1

Reference 29: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Topic 250
-Publisher FASB
-URI https://asc.fasb.org/250/tableOfContent

Reference 30: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (e)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480175/815-40-65-1

+ Details

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2025	Mar. 31, 2024
Cash flows from operating activities:
Net loss	$ (56,495)	$ (50,487)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	2,591	4,973
Stock-based compensation	2,269	3,009
Amortization of operating lease ROU assets	49,565	47,249
Lease adjustment gains, net	(11,138)	(23,901)
Gain on foreign exchange	(2,678)	(219)
Capitalization of paid-in-kind interest on long-term debt	7,975	6,432
Credit loss expense	2,568	(880)
Amortization of debt discounts and issuance costs	1,200	699
Other non-cash activities	(120)	228
Changes in:
Accounts receivable, net	2,931	634
Prepaid expenses	513	1,148
Other current and non-current assets	2,894	(1,867)
Accounts payable	15,259	5,319
Accrued liabilities	1,752	(82)
Taxes payable	(3,635)	2,424
Deferred revenue	29,297	20,359
Operating lease ROU assets and operating lease liabilities, net	(50,686)	(55,495)
Other current and non-current liabilities	1,585	148
Net cash used in operating activities	(4,353)	(40,309)
Cash flows from investing activities:
Purchase of property and equipment	(1,219)	(606)
Proceeds on the disposition of property and equipment	260	0
Capitalization of internal-use software	0	(110)
Net cash used in investing activities	(959)	(716)
Cash flows from financing activities:
Repayment of debt	(250)	(250)
Net cash used in financing activities	(250)	(250)
Effects of foreign exchange on cash	28	(344)
Net change in cash, cash equivalents, and restricted cash	(5,534)	(41,619)
Cash, cash equivalents, and restricted cash at beginning of period	72,054	136,497
Cash, cash equivalents, and restricted cash at end of period	$ 66,520	$ 94,878

Basis of Presentation

3 Months Ended

Mar. 31, 2025

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Presentation

Nature of Operations

Sonder Holdings Inc., together with its wholly owned subsidiaries (collectively, the “Company,” “we,” “us,” or “our”), provides short and long-term accommodations to travelers in various cities across North America, Europe, and the Middle East. We are a leading global brand of premium, design-forward apartments and intimate boutique hotels serving the modern traveler. Launched in 2014, Sonder offers inspiring, thoughtfully designed accommodations and innovative, tech-enabled service combined into one seamless experience.

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. The unaudited condensed consolidated balance sheet as of December 31, 2024 included herein was derived from the audited consolidated financial statements as of that date, but does not include all disclosures, including certain notes required by GAAP on an annual reporting basis. In management’s opinion, the unaudited condensed consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the balance sheets and statements of operations and comprehensive loss, stockholders’ deficit, and cash flows for the interim periods, but are not necessarily indicative of the results of operations to be anticipated for the full fiscal year or any future period.

These unaudited condensed consolidated financial statements should be read in conjunction with the Company's audited consolidated financial statements and notes included in its Annual Report on Form 10-K for the year ended December 31, 2024, which was initially filed with the SEC on July 24, 2025.

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 Exchange Act, 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.

Notice of Delisting

On April 24, 2025, the Company received a notice (the “10-K Notice”) from Nasdaq notifying the Company that, because the Company was delinquent in filing the 2024 Form 10-K, the Company no longer complies with Nasdaq Listing Rule 5250(c)(1) (the “Listing Rule”), which requires companies with securities listed on Nasdaq to timely file all required periodic reports with the SEC. On May 23, 2025, the Company received a notice (the “Q1 10-Q Notice” and together with the 10-K Notice, the “Notices”) from Nasdaq notifying the Company that, because the Company is delinquent in filing the Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025, the Company continues to not comply with the Listing Rule. The Notices had no immediate effect on the listing or trading of the Company’s common stock or Public Warrants on the Nasdaq Global Select Market.

In accordance with Nasdaq’s listing rules, the Company had 60 calendar days after the 10-K Notice to submit a plan of compliance (the “Plan”) to Nasdaq demonstrating the Company’s ability to regain compliance with the Listing Rule and Nasdaq has the discretion to grant the Company up to 180 calendar days from the due date of the 2024 Form 10-K, or October 13, 2025, to regain compliance. The Company submitted the Plan on June 23, 2025. The filing of our Annual Report on Form 10-K on July 23, 2025 cured the filing deficiency described in the 10-K Notice and the filing of this Quarterly Report on Form 10-Q cures the filing deficiency described in the Q1 10-Q Notice.

The Company received a notice from Nasdaq on August 20, 2025 related to the Company’s delinquency in filing its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2025.

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. Although the Company continues to pursue a strategy to realize improved operations, including anticipated improvements from integration through the Marriott Agreement (as defined below), the timing of realization cannot be guaranteed to ensure liquidity is available when needed to meet the Company’s obligations. 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.

Management’s plans to address the substantial doubt about the Company’s ability to continue as a going concern, as described above, include the following actions:

•engaging a financial advisor to assist in identifying and securing strategic alternatives and financing arrangements;

•continuing to focus on identifying and executing cost optimization initiatives,

•continuing to execute our portfolio optimization program to mitigate losses related to certain underperforming properties and to assess the Company’s portfolio of rents relative to current operations and existing market rents; and

•improving its financial performance through the potential to increase revenue by integrating with Marriott’s commercial engine and deliver costs savings.

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.

Marriott Agreement

Under the Marriott Agreement, Marriott agreed to provide the Company with $15.0 million of Key Money (as defined in the Marriott Agreement) in two tranches by March 31, 2025. The Company received $7.5 million of Key Money on November 21, 2024. As discussed in Note 15, Subsequent Events, on April 11, 2025, the Company received the remaining $7.5 million of Key Money, completing the $15.0 million investment.

On August 5, 2025, the Company amended the Marriott Agreement to, among other things, defer certain fees and other amounts owed to Marriott by the Company under the Marriott Agreement, for a period of up to 12 months.

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, allowance for credit losses, valuation of intellectual property and intangible assets, contingent liabilities, valuation allowance for deferred tax assets, ROU asset impairment valuation of the preferred stock issuance and valuation of non-routine complex transactions, such as recognition of the Earn Out Liability, SPAC Warrants (each as defined below) and forward contracts, 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.

Integration Costs

The Company defines integration costs as costs incurred to integrate under the Marriott Agreement. These include costs incurred to integrate the Company’s portfolio of properties under the Marriott system, costs incurred to comply with certain Marriott standards, technology and systems costs related to the integration and various launch costs.

Supplemental Cash Flow Information

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


	Three months ended March 31,
	2025		2024
Supplemental disclosures of cash flow information:
Cash paid for income taxes	$	164	$	35
Cash paid for interest	$	319	$	401
Supplemental disclosures of non-cash investing and financing activities
Accrued purchases of property and equipment	$	—	$	73
Operating ROU assets obtained in exchange for operating lease liabilities, net of adjustments(1)	$	(60,063)	$	(81,886)
Reconciliation of cash, cash equivalents, and restricted cash:
Cash and cash equivalents	$	23,329	$	40,761
Restricted cash	43,191		54,117
Cash, cash equivalents, and restricted cash at end of period	$	66,520	$	94,878

(1) Operating ROU assets declines and early lease termination gains are primarily related to the impact of lease terminations.

Reclassifications

Certain prior period amounts have been reclassified on our unaudited condensed consolidated statements of operations and comprehensive income and statements of cash flows to conform with our current period presentation.

Subsequent Events - April 2025 Transactions (Details)	Apr. 11, 2025 USD ($) $ / shares shares	Mar. 31, 2025 USD ($)	Nov. 21, 2024 USD ($)	Aug. 05, 2025 $ / shares	Apr. 10, 2025 USD ($) shares	Jun. 10, 2024 $ / shares shares	Dec. 31, 2023 $ / shares shares	Nov. 06, 2023 USD ($)	Nov. 05, 2023 USD ($)	Dec. 10, 2022 USD ($)	Jan. 18, 2022 shares
Subsequent Event [Line Items]
Number outstanding (in shares) \| shares						475,264	475,264
Exercise price (in dollars per share) \| $ / shares						$ 0.01	$ 0.01
Preferred stock authorized (in shares) \| shares											250,000,000
2022 Loan and Security Agreement \| Revolving Credit Facility
Subsequent Event [Line Items]
Maximum borrowing capacity								$ 45,000,000	$ 60,000,000	$ 60,000,000.0
Marriott License Agreement
Subsequent Event [Line Items]
Proceeds from license agreement		$ 15,000,000	$ 7,500,000
License agreement		$ 15,000,000
Subsequent Event
Subsequent Event [Line Items]
Common stock par value (in dollars per share) \| $ / shares				$ 0.0001
Subsequent Event \| NPA waiver obligation notes
Subsequent Event [Line Items]
Cancellation of principal notes (in percent)	0.15
Number outstanding (in shares) \| shares	5,000,000
Exercise price (in dollars per share) \| $ / shares	$ 1.00
Beneficially owned shares of common stock (in percent)	0.0499
Beneficially ownership limitation (in percent)	0.0999
Effective prior notice to company (in days)	61 days
Subsequent Event \| 2022 Loan and Security Agreement \| Revolving Credit Facility
Subsequent Event [Line Items]
Maximum borrowing capacity	$ 35,000,000.0				$ 60,000,000.0
Subsequent Event \| 2022 Loan and Security Agreement \| Letter of Credit
Subsequent Event [Line Items]
Maximum borrowing capacity	$ 35,000,000.0				$ 45,000,000.0
Subsequent Event \| Voting Support Agreement
Subsequent Event [Line Items]
Voting (in percent)	0.58
Subsequent Event \| Marriott License Agreement
Subsequent Event [Line Items]
Proceeds from license agreement	$ 7,500,000
License agreement	$ 15,000,000
Subsequent Event \| Series A Convertible Preferred Stock \| Voting Support Agreement
Subsequent Event [Line Items]
Voting (in percent)	0.70
Preferred stock authorized (in shares) \| shares	61,280,000				43,300,000
Subsequent Event \| April 2025 Securities Purchase Agreements
Subsequent Event [Line Items]
Common stock par value (in dollars per share) \| $ / shares	$ 0.0001
Common stock, authorized (in shares) \| shares	210,921,255
Purchase limit (in percent)	0.25
Subsequent Event \| April 2025 Securities Purchase Agreements \| Series A Convertible Preferred Stock
Subsequent Event [Line Items]
Number of shares issued (in shares) \| shares	17,980,000
Purchase price of stock (in dollars per share) \| $ / shares	$ 1.00
Aggregate purchase price	$ 17,980,000
Preferred stock convertible into shares (in percent)	0.1999
Investor purchase price (in percent)	0.75
Subsequent Event \| April 2025 Securities Purchase Agreements \| Series A Convertible Preferred Stock \| Chief Executive Officer
Subsequent Event [Line Items]
Aggregate purchase price	$ 595,000

Redeemable Preferred Stock - Narrative (Details) $ / shares in Units, $ in Thousands		3 Months Ended			12 Months Ended
	Aug. 13, 2024 USD ($) vote tranche tradingDay $ / shares shares	Mar. 31, 2025 USD ($)	Nov. 06, 2024 USD ($)	Mar. 31, 2024 USD ($)	Dec. 31, 2024 USD ($) instrument
Subsidiary or Equity Method Investee [Line Items]
Special meeting required duration	30 days
Preferred stock participation right		$ 1,300			$ 1,300
Preferred stock dividend paid-in-kind		5,885		$ 0
Forward Contract Liability
Subsidiary or Equity Method Investee [Line Items]
Change in fair value of the forward contract			$ 28,700
Series A Convertible Preferred Stock
Subsidiary or Equity Method Investee [Line Items]
Liquidation preference per share (in dollars per share) \| $ / shares	$ 1.00
Shareholder approval percent	70.00%
Preferred stock dividends, free cash flow	$ 87,000
Preferred stock dividend paid-in-kind		5,900
Undiscounted conversion price (in dollars per share) \| $ / shares	$ 1.00
Conversion price discount	10.00%
Trading days prior to conversion \| tradingDay	7
Number of votes per share \| vote	0.7
Shareholder approval percent	70.00%
Series A Convertible Preferred Stock \| Minimum
Subsidiary or Equity Method Investee [Line Items]
Conversion price (in dollars per share) \| $ / shares	$ 0.50
Series A Convertible Preferred Stock \| August 13, 2024 through August 13, 2025
Subsidiary or Equity Method Investee [Line Items]
Cumulative dividend rate	15.00%
Series A Convertible Preferred Stock \| August 14, 2025 through August 13, 2027
Subsidiary or Equity Method Investee [Line Items]
Cumulative dividend rate	10.00%
Series A Convertible Preferred Stock \| August 14, 2027 through August 13, 2028
Subsidiary or Equity Method Investee [Line Items]
Cumulative dividend rate	5.00%
Private Placement
Subsidiary or Equity Method Investee [Line Items]
Right to purchase percentage (up to)	25.00%
Equity offering period	5 years
Purchase price percent	75.00%
Private Placement \| Series A Convertible Preferred Stock
Subsidiary or Equity Method Investee [Line Items]
Aggregate consideration	$ 43,300
Number of tranches \| tranche	2
Number of shares issued (in shares) \| shares	43,300,000
Loss on preferred stock issuance					83,800
Aggregate fair value		$ 98,500
Private Placement, Tranche one \| Series A Convertible Preferred Stock
Subsidiary or Equity Method Investee [Line Items]
Aggregate consideration	$ 14,700
Number of shares issued (in shares) \| shares	14,700,000
Loss on preferred stock issuance					$ 82,500
Number of freestanding financial instruments \| instrument					2
Private Placement, Tranche Two \| Series A Convertible Preferred Stock
Subsidiary or Equity Method Investee [Line Items]
Aggregate consideration	$ 28,600
Number of shares issued (in shares) \| shares	28,600,000
Chief Executive Officer \| Private Placement
Subsidiary or Equity Method Investee [Line Items]
Aggregate consideration	$ 1,500
Director \| Private Placement
Subsidiary or Equity Method Investee [Line Items]
Aggregate consideration	$ 100

Cover - shares	3 Months Ended
Cover - shares	Mar. 31, 2025	Aug. 20, 2025
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2025
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	Yes
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		13,308,481
Entity Central Index Key	0001819395
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2025
Document Fiscal Period Focus	Q1
Amendment Flag	false
Common Stock
Document Information [Line Items]
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	SOND
Security Exchange Name	NASDAQ
Preferred Stock Warrants
Document Information [Line Items]
Title of 12(b) Security	Warrants, each 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

Balance Sheet Details - Schedule of Other Non-current Liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2025	Dec. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Marriott key money liability	$ 7,250	$ 7,344
Other	820	769
Total other non-current liabilities	$ 8,070	$ 8,113

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($) $ in Thousands	Mar. 31, 2025	Dec. 31, 2024
Statement of Financial Position [Abstract]
Accounts receivable, allowance for credit loss	$ 17,155	$ 14,587
Series A redeemable convertible preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Series A redeemable convertible preferred stock, shares authorized (in shares)	250,000,000	250,000,000
Series A redeemable convertible preferred stock, shares issued (in shares)	42,633,000	43,300,000
Series A redeemable convertible preferred stock, shares outstanding (in shares)	42,633,000	43,300,000

Net Loss per Common Share - Schedule of Basic and Diluted Net Income (Loss) Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2025	Mar. 31, 2024
Numerator:
Net loss	$ (56,495)	$ (50,487)
Add: Accretion to redeemable value of preferred stock	3,239	0
Add: Paid-in-kind dividend on preferred stock	(5,885)	0
Net loss attributable to common stockholders	$ (59,141)	$ (50,487)
Weighted Average Number of Shares Outstanding, Diluted [Abstract]
Weighted average basic common shares outstanding (in shares)	12,183,604	11,031,861
Weighted average diluted common shares outstanding (in shares)	12,183,604	11,031,861
Net loss per common share:
Basic (in dollars per share)	$ (4.85)	$ (4.58)
Diluted (in dollars per share)	$ (4.85)	$ (4.58)

Balance Sheet Details - Schedule of Other Non-current Assets (Details) - USD ($) $ in Thousands	Mar. 31, 2025	Dec. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Long-term deposits due from landlords	$ 14,337	$ 12,813
Deferred tax assets	4,247	4,171
Debt issuance costs on undrawn credit facilities	194	259
Other non-current assets	364	301
Total other non-current assets	$ 19,142	$ 17,544

Commitments and Contingencies	3 Months Ended
Commitments and Contingencies	Mar. 31, 2025
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies Operating leases See Note 8, Leases, for commitments related to our operating leases. Surety Bonds A portion of the Company’s leases are supported by surety bonds provided by affiliates of certain insurance companies. At March 31, 2025, the Company had commitments from six surety providers in the amount of $38.3 million, of which $14.6 million was outstanding. The availability, terms and conditions, and pricing of bonding capacity are dependent on, among other things, continued financial strength and stability of the insurance company affiliates providing the bonding capacity, general availability of such capacity, and the Company’s corporate credit rating. Legal and Regulatory Matters The Company has been and expects to continue to become involved in litigation or other legal proceedings from time to time, including the matters 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. 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 $25.4 million and $23.5 million in the condensed consolidated balance sheets as of March 31, 2025 and December 31, 2024, 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 and based on management’s current knowledge, we do not believe that the amount or range of reasonably possible losses will, either individually or in the aggregate, have a material adverse effect on the Company’s business, results of operations, financial condition, and cash flows. New York City Litigation 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. (the “Sonder Parties”) for breach of the lease, seeking no less than $3.9 million in damages. The Sonder Parties 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 the Sonder Parties’ counterclaims; and ordering a trial for the amount of damages. On November 13, 2023, the Sonder Parties 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 the Sonder Parties 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. A trial date to determine damages has not yet been set. On June 12, 2024, the Sonder Parties 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 the Sonder Parties’ motion to reargue and issued an order reversing the portion of the trial court’s decision dismissing the Sonder Parties’ 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 the Sonder Parties began withholding payment of rent. On October 21, 2024, the Broad Street Landlord filed a motion seeking leave to amend its complaint in order to assert $37.0 million in damages. Oral argument on that motion occurred in the trial court on March 5, 2025, and discovery is stayed pending the court’s determination of the motion. Sonder Stockholder Litigation On April 11, 2024, a putative securities class action lawsuit titled Duffaydar v. Sonder Holdings Inc., et al., Case No. 24-cv-2952 was filed in the U.S. District Court for the Central District of California (the “Central District Court”) naming the Company and certain of its current and former officers and directors as defendants. A lead plaintiff and lead counsel were appointed, and an amended complaint was filed on December 23, 2024. The amended complaint purports to bring suit on behalf of stockholders who purchased or otherwise acquired the Company’s securities between March 16, 2023 and March 15, 2024, and alleges that the defendants made false and misleading statements about the Company’s financial results and condition, including the Company’s valuation of operating lease right of use assets, in violation of Sections 10(b) and 20(a) of the Exchange Act. The amended complaint seeks unspecified compensatory damages, fees and costs. The defendants filed a motion to dismiss on February 21, 2025 and the Central District Court took the defendant’s motion to dismiss under submission. The Company cannot reasonably estimate the amount of any possible financial loss that could result from this matter. The Company believes the plaintiffs’ allegations are without merit and intends to defend the action vigorously. On January 28, 2025, a putative stockholder derivative lawsuit titled Versen v. Davidson, et al., Case No. 25-cv-761 was filed in the Central District Court naming certain of the Company’s current and former officers and directors as defendants and naming the Company as a nominal defendant. The derivative complaint is based on allegations similar to those in the Duffaydar class action and purports to assert claims against the individual defendants for making false and misleading statements about the Company’s financial results and condition in violation of Section 14(a) of the Exchange Act and for breach of their fiduciary duties, unjust enrichment, abuse of control, gross mismanagement, waste of corporate assets and contribution under Sections 10(b) and 21D of the Exchange Act. The plaintiff seeks corporate reforms, unspecified damages and restitution, and fees and costs. On May 1, 2025, the Central District Court stayed this matter. The Company cannot reasonably estimate the amount of any possible financial loss that could result from this matter. On March 7, 2025, a putative stockholder derivative lawsuit titled Akcayli v. Davidson, et al., Case No. 25-cv-2060 was filed in the Central District Court naming certain of the Company’s current and former officers and directors as defendants and naming the Company as a nominal defendant. The derivative complaint is based on allegations similar to those described in the Duffaydar class action and purports to assert similar claims against the same individual defendants as those in the Versen derivative action. The plaintiff seeks corporate reforms, unspecified damages and restitution, and fees and costs. On May 27, 2025, the Central District Court stayed this matter. The Company cannot reasonably estimate the amount of any possible financial loss that could result from this matter. On March 17, 2025, a putative stockholder derivative lawsuit titled Hunter v. Aggarwal, et al., Case No. 25-cv-2352 was filed in the Central District Court naming certain of the Company’s current and former officers and directors as defendants and naming the Company as a nominal defendant. The derivative complaint is based on allegations similar to those described in the Duffaydar class action and purports to assert similar claims against the same individual defendants as the Versen derivative action. The plaintiff seeks corporate reforms, unspecified damages and restitution, and fees and costs. On June 27, 2025, the Central District Court entered an order continuing the defendants’ deadline to respond to the derivative complaint until after the Central District Court issues an order regarding the motion to dismiss in the Duffaydar class action. The Company cannot reasonably estimate the amount of any possible financial loss that could result from this matter. GMII Litigation On December 23, 2024, a putative stockholder of GMII filed a purported class action lawsuit titled Porter v. Metropoulos, et al., Case No. 2024-1336 in the Court of Chancery of the State of Delaware against Gores Metropoulos Sponsor II, the directors and officers of GMII, and two of the Company’s officers. The complaint purports to assert claims for breach of fiduciary duty, aiding and abetting breach of fiduciary duty and unjust enrichment in connection with the merger between GMII and Legacy Sonder and seeks unspecified damages and disgorgement. An amended complaint was filed on May 9, 2025, which dismissed one of the Company’s officers. The defendants filed a motion to dismiss on May 23, 2025. The Company cannot reasonably estimate the amount of any possible financial loss that could result from this matter. 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. The Company received the first tranche of $2.5 million in July 2024, the second tranche of $2.3 million in November 2024, and the third tranche of $2.7 million in January 2025. The Company recognized the settlement income when it was realized and earned accordingly in the periods of payment receipt. 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. In June 2019, His Majesty’s Revenue and Customs (“HMRC”) issued notices of determination and decisions that stated that, for the period October 2017 to April 2018, Sonder Europe Limited (“Sonder Europe”) incorrectly accounted for value added taxes (“VAT”) under the Tour Operators’ Margin Scheme (“TOMS”) for Sonder Europe’s leasing of residential apartments in the United Kingdom on long-term contracts and the subsequent short-term rental to travelers. In January 2023, Sonder Europe appealed to the First-Tier Tribunal Tax Chamber (the “FTT”) against HMRC’s notices. On July 5, 2023, the FTT delivered a ruling holding that supplies of accommodation made by Sonder Europe fell within the scope of the TOMS under the relevant VAT regulations. HMRC appealed the FTT’s ruling and on December 3, 2024, the appeal was heard in the Upper Tribunal. On January 14, 2025, the Upper Tribunal ruled that the FTT’s decision was wrong, and Sonder Europe was required to account for VAT on the full value of its supplies to travelers, rather than on the margin between the cost to Sonder Europe and the amount paid by travelers. The Company filed an appeal in March 2025. The Company recorded estimated accruals of $14.4 million and $15.3 million, respectively, in the taxes payable line item of the condensed consolidated balance sheets as of March 31, 2025 and December 31, 2024, 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 and executive officers. 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. In addition, the Company entered into indemnification agreements with directors and officers of GMII in connection with the consummation of the Business Combination. These indemnification agreements provide these directors and officers with contractual rights to indemnification and advancement of certain expenses arising out of their service as directors and officers of GMII. The Company may be required to provide indemnification under the indemnification agreements or the Bylaws in relation to the legal proceedings described above in Note 12, Commitments and Contingencies. 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.

Subsequent Events - August 2025 Transactions (Details) - USD ($)	Aug. 05, 2025	Jun. 10, 2024	Dec. 31, 2023
Subsequent Event [Line Items]
Number outstanding (in shares)		475,264	475,264
Subsequent Event
Subsequent Event [Line Items]
Proceeds from issue and sold of units	$ 24,540,000
Subsequent Event \| August 2025 Note and Warrant Purchase Agreement
Subsequent Event [Line Items]
Beneficially ownership limitation (in percent)	0.0499
Beneficially owned shares of common stock (in percent)	0.1999
Number outstanding (in shares)	21,196,402
Purchase limit (in percent)	1
Subsequent Event \| August 2025 Note \| Investor Notes
Subsequent Event [Line Items]
Interest rate payable annually	15.00%
Covenant gross proceeds	$ 32,500,000
Subsequent Event \| Loan Agreement \| Lender Notes
Subsequent Event [Line Items]
Covenant gross proceeds	$ 32,500,000
Roll-Up Payment period	12 months
Unpaid principal amount at a rate	3.00%

Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended
Income Taxes (Details) - USD ($) $ in Thousands	Mar. 31, 2025	Mar. 31, 2024
Income Tax Disclosure [Abstract]
Provision for income taxes	$ 717	$ 187

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 220
-SubTopic 40
-Name Accounting Standards Codification
-Section 55
-Paragraph 4
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147476153/220-40-55-4

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 220
-SubTopic 40
-Name Accounting Standards Codification
-Section 55
-Paragraph 21
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147476153/220-40-55-21

Reference 3: http://www.xbrl.org/2003/role/exampleRef
-Topic 220
-SubTopic 40
-Name Accounting Standards Codification
-Section 55
-Paragraph 14
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147476153/220-40-55-14

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480738/235-10-S50-1

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 270
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482964/270-10-50-1

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (ee)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-32

Reference 7: 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 8: 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 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-9

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 6.I.7)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479360/740-10-S99-1

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 8
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-8

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

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-22

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(9))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477250/944-220-S99-1

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

Revenue (Tables)

3 Months Ended

Mar. 31, 2025

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 March 31,
	2025		2024
Direct revenue	$	41,507	$	58,254
Indirect revenue	77,349		75,225
Total revenue	$	118,856	$	133,479

Equity Incentive Plans and Stock-Based Compensation

3 Months Ended

Mar. 31, 2025

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 March 31,
	2025		2024
Operations and support	$	754	$	858
General and administrative	1,245		1,845
Research and development	233		263
Sales and marketing	37		43
Total stock-based compensation expense	$	2,269	$	3,009

Stock Options: The Company measures stock-based compensation expense for stock options at the grant date fair value of the award and recognizes the expense on a straight-line basis over the requisite service period, which is generally the vesting period. The fair value of stock options is estimated using the Black-Scholes option-pricing model. During the three months ended March 31, 2025 and March 31, 2024, the Company recorded stock-based compensation expense from stock options of approximately $0.5 million and $1.1 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 assumption is based on the historical volatility of the Company’s common stock over the period for which data was available.

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

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

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


	Three months ended March 31,
	2025		2024
Expected term (in years)	5.04 - 8.44		6.09 - 6.22
Expected volatility	51.5%		50.4%
Dividend yield	—	%	—	%
Risk-free interest rate	3.96% - 4.21%		3.50% - 4.40%
Weighted-average grant-date fair value per share	$1.29		$1.35 - $13.69

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 $0.1 million and $0.4 million for the three months ended March 31, 2025 and March 31, 2024, respectively.

PSUs

The PSUs are subject to pre-determined performance metrics consisting of strategic and financial goals and related vesting criteria, as well as certain market conditions. The number of PSUs that will be eligible to vest is determined upon the Compensation Committee’s certification of achievement of the applicable metrics and criteria. For the three months ended March 31, 2025 and March 31, 2024, the Company recorded stock-based compensation expense from PSUs of approximately $0.4 million and zero, respectively.

RSUs

The fair value of the Company’s RSUs is expensed ratably over the vesting period. The Company’s RSUs generally vest over four years, with a cliff equal to one-fourth of the award after the first year, and then quarterly thereafter over the remaining service period. For the three months ended March 31, 2025 and March 31, 2024, the Company recorded stock-based compensation expense from RSUs of approximately $1.0 million and $1.3 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 months ended March 31, 2025, the Company did not grant any MSUs. During the three months ended March 31, 2025 and March 31, 2024, the Company recognized approximately $0.2 million and $0.2 million, respectively, in stock-based compensation expense from MSUs.

Commitments and Contingencies (Details) $ in Thousands				1 Months Ended			3 Months Ended
Commitments and Contingencies (Details) $ in Thousands	Oct. 21, 2024 USD ($)	Jul. 24, 2024 USD ($) lawsuit paymentTranche	Jul. 30, 2020 USD ($)	Jan. 31, 2025 USD ($)	Nov. 30, 2024 USD ($)	Jul. 31, 2024 USD ($)	Mar. 31, 2025 USD ($) surety_provider	Dec. 31, 2024 USD ($)
Loss Contingencies [Line Items]
Number of surety providers \| surety_provider							6
Amount outstanding							$ 227,161	$ 218,236
Estimated accruals							14,400	15,300
Settled
Loss Contingencies [Line Items]
Settled lawsuits \| lawsuit		2
Settlement amount		$ 7,500
Number of payment tranches \| paymentTranche		3
Settlement received				$ 2,700	$ 2,300	$ 2,500
Broad Street Investigation
Loss Contingencies [Line Items]
Estimated accrual for potential losses							25,400	$ 23,500
Damages sought by other parties	$ 37,000		$ 3,900
Surety Bond
Loss Contingencies [Line Items]
Aggregate principal amount							38,300
Amount outstanding							$ 14,600

Fair Value Measurement and Financial Instruments - Schedule of Financial Liabilities Measured on Recurring Basis (Details) - USD ($) $ in Thousands	Mar. 31, 2025	Dec. 31, 2024	Dec. 30, 2024	Oct. 28, 2024	Aug. 13, 2024
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Preferred stock participation right	$ 1,300	$ 1,300
NPA Waiver Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Warrants fair value			$ 1,600	$ 1,300
Recurring
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Preferred stock participation right	1,313	1,284
Total liabilities measured at fair value	2,526	3,087
Recurring \| Earn Out Liability
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Earn Out Liability	15	15
Recurring \| NPA Waiver Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Warrants fair value	995	1,585
Recurring \| Public Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Warrants fair value	203	203
Level 1 \| Recurring
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Preferred stock participation right	0	0
Total liabilities measured at fair value	1,198	1,788
Level 1 \| Recurring \| Earn Out Liability
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Earn Out Liability	0	0
Level 1 \| Recurring \| NPA Waiver Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Warrants fair value	995	1,585
Level 1 \| Recurring \| Public Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Warrants fair value	203	203
Level 3 \| Recurring
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Preferred stock participation right	1,313	1,284			$ 1,300
Total liabilities measured at fair value	1,328	1,299
Level 3 \| Recurring \| Earn Out Liability
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Earn Out Liability	15	15
Level 3 \| Recurring \| NPA Waiver Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Warrants fair value	0	0
Level 3 \| Recurring \| Public Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Warrants fair value	$ 0	$ 0

Fair Value Measurement and Financial Instruments (Tables)

3 Months Ended

Mar. 31, 2025

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 March 31, 2025 (in thousands):


	Level 1		Level 3		Total
Preferred Stock Participation Rights	$	—	$	1,313	$	1,313
NPA Waiver Warrants	995		—		995
Earn Out Liability	—		15		15
Public Warrants	203		—		203
Total liabilities measured at fair value	$	1,198	$	1,328	$	2,526

The following table presents fair value information for liabilities measured at fair value on a recurring basis as of December 31, 2024 (in thousands):


	Level 1		Level 3		Total
Preferred Stock Participation Rights(1)	$	—	$	1,284	$	1,284
NPA Waiver Warrants(2)	1,585		—		1,585
Earn Out Liability	—		15		15
Public Warrants	203		—		203
Total liabilities measured at fair value	$	1,788	$	1,299	$	3,087

(1) At inception, on August 13, 2024, the fair value of the Preferred Stock Participation Right was $1.3 million.

(2) At inception, on December 30, 2024 when the NPA Waiver Obligation was recharacterized as NPA Waiver Warrants, the fair value of the NPA Waiver Warrants were $1.6 million.

Schedule of Financial Liabilities Measured at Fair Value

The following table represents changes in Level 3 liabilities measured at fair value on a recurring basis for the three months ended March 31, 2025 (in thousands):


	Level 3
Beginning balance, at January 1, 2025	$	1,299
Change in fair value of Preferred Stock Participation Right	29
Ending balance, at March 31, 2025	$	1,328

The following table presents changes in Level 3 liabilities measured at fair value on a recurring basis for the year ended December 31, 2024 (in thousands):


	Level 3
Beginning balance, at January 1, 2024	$	45
Issuance of Forward Contract Liability	53,690
Issuance of Preferred Stock Participation Right	1,291
Issuance of NPA Waiver Obligation	1,343
Change in fair value of Forward Contract Liability	28,652
Change in fair value of Earn Out Liability	(30)
Change in fair value of Preferred Stock Participation Right	(7)
Change in fair value of NPA Waiver Obligation	237
Settlement of Forward Contract Liability	(82,342)
Settlement of NPA Waiver Obligation	(1,580)
Ending balance, at December 31, 2024	$	1,299

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	Accumulated Translation Adjustment	Accumulated Deficit
Beginning balance (in shares) at Dec. 31, 2023			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, net of shares withheld for taxes (in shares)			28,422
Stock-based compensation	3,009				3,009
Components of comprehensive loss:
Net 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, 2024		551,072	11,041,999	551,072
Beginning balance at Dec. 31, 2024	(598,795)		$ 1	$ 0	977,112	7,360	(1,583,268)
Increase (Decrease) in Stockholders' Equity (Deficit)
Conversion of exchangeable stock (in shares)			113	(113)
Vesting of restricted stock units, net of shares withheld for taxes (in shares)			132,856
Preferred stock accretion to redemption value	3,239				3,239
Paid-in-kind dividend on preferred stock	(5,885)				(5,885)
Conversion of preferred stock (in shares)			667,000
Conversion of preferred stock	2,120				2,120
Stock-based compensation	2,269				2,269
Components of comprehensive loss:
Net loss	(56,495)						(56,495)
Change in cumulative translation adjustment	(3,199)					(3,199)
Ending balance (in shares) at Mar. 31, 2025		550,959	11,841,968	550,959
Ending balance at Mar. 31, 2025	$ (656,746)		$ 1	$ 0	$ 978,855	$ 4,161	$ (1,639,763)

Warrants and Stockholders’ Deficit

3 Months Ended

Mar. 31, 2025

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 of March 31, 2025 and December 31, 2024.

Delayed Draw Warrants: The Delayed Draw Warrants which were outstanding as of December 31, 2023 were issued to the NPA 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 NPA Purchasers were also provided with customary registration rights for the shares issuable upon exercise of the Delayed Draw Warrants. In connection with the Third Notes Amendment to the 2021 Purchase Agreement, the NPA Purchasers received New Delayed Draw 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 the previously issued Delayed Draw Warrants to the NPA Purchasers were canceled. In August 2024, all New Delayed Draw Warrants were exercised for cash.

SPAC Warrants: The Public Warrants remained outstanding upon consummation of the Business Combination and became exercisable for whole shares of common stock. The Public Warrants will expire on January 18, 2027, or earlier upon redemption or liquidation. The Private Placement Warrants had terms and provisions that were identical to those of the Public Warrants, except that the Private Placement Warrants could be physical (cash) or net share (cashless) settled and were not redeemable, so long as they were held by Gores Metropoulos Sponsor II, LLC (the “Sponsor”) or its permitted transferees, and are entitled to certain registration rights. As discussed in Note 5, Fair Value Measurement and Financial Instruments, during the three months ended March 31, 2022, the Private Placement Warrants were transferred by the warrant holders in accordance with the terms of the Private Placement Warrant agreement and became Public Warrants.

The SPAC Warrants are accounted for as liabilities, as there are certain terms and features of the warrants that do not qualify for equity classification in accordance with ASC 815-40. The fair value of the SPAC Warrants at both March 31, 2025 and December 31, 2024 was a liability of $0.2 million, which was recorded in the other non-current liabilities in the condensed consolidated balance sheets. The change in fair value for the three months ended March 31, 2025 was not significant.

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):


	March 31, 2025		December 31, 2024
Shares authorized	2,000,000		2,000,000
Shares issued and outstanding	550,959		551,072
Issuance price per share	$	30.80	$	30.80
Net carrying value	$	16,970	$	16,973
Aggregate liquidation preference	$	16,970	$	16,973

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

The Company’s certificate of amendment of amended and restated certificate of incorporation authorized shares of all classes of capital stock were increased to 409,309,144 shares, consisting of: (a) 159,309,144 shares of general common stock, including: (i) 157,309,144 shares of common stock, and (ii) 2,000,000 shares of special voting common stock, par value $0.001 per share, 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:


	March 31, 2025	December 31, 2024
Post-Combination Exchangeable Common Shares	550,959	551,072
Outstanding stock options	2,199,839	2,129,040
Outstanding restricted stock units (“RSUs”)	2,472,335	236,985
Outstanding performance stock units (“PSUs”)	4,163,851	—
Outstanding market stock units (“MSUs”)	531,996	531,996
Outstanding Public Warrants liability	724,997	724,997
Shares issuable pursuant to Earn Out Liability	725,000	725,000

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	463,930
Shares available for grant under the 2021 Equity Incentive Plan	2,166,767	8,092,529
Shares available for grant under the 2023 Inducement Equity Incentive Plan	228,864	326,677
Total common stock reserved for future issuance	14,249,819	13,803,507

- Definition

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 8A
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480434/815-10-50-8A

Reference 2: 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 3: 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 4: 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 5: 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 6: 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 7: 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 8: 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 9: 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 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

Basis of Presentation (Tables)

3 Months Ended

Mar. 31, 2025

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Supplemental Cash Flow Information

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


	Three months ended March 31,
	2025		2024
Supplemental disclosures of cash flow information:
Cash paid for income taxes	$	164	$	35
Cash paid for interest	$	319	$	401
Supplemental disclosures of non-cash investing and financing activities
Accrued purchases of property and equipment	$	—	$	73
Operating ROU assets obtained in exchange for operating lease liabilities, net of adjustments(1)	$	(60,063)	$	(81,886)
Reconciliation of cash, cash equivalents, and restricted cash:
Cash and cash equivalents	$	23,329	$	40,761
Restricted cash	43,191		54,117
Cash, cash equivalents, and restricted cash at end of period	$	66,520	$	94,878

(1) Operating ROU assets declines and early lease termination gains are primarily related to the impact of lease terminations.

Revenue - Narrative (Details) - Revenues - Customer	3 Months Ended
Revenue - Narrative (Details) - Revenues - Customer	Mar. 31, 2025	Mar. 31, 2024
First Travel Agency
Product Information [Line Items]
Concentration percentage	28.00%	25.00%
Second Travel Agency
Product Information [Line Items]
Concentration percentage	19.00%	17.00%
Third Travel Agency
Product Information [Line Items]
Concentration percentage	15.00%	11.00%

- Definition

For an entity that discloses a concentration risk in relation to quantitative amount, which serves as the "benchmark" (or denominator) in the equation, this concept represents the concentration percentage derived from the division.

+ References + Details

Revenue

3 Months Ended

Mar. 31, 2025

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 March 31,
	2025		2024
Direct revenue	$	41,507	$	58,254
Indirect revenue	77,349		75,225
Total revenue	$	118,856	$	133,479

No individual guest represented over 10% of revenues for the three months ended March 31, 2025 and 2024.

Three OTAs represented approximately 28%, 19%, and 15% of revenues for the three months ended March 31, 2025. Three OTAs represented approximately 25%, 17%, and 11% of revenues for the three months ended March 31, 2024.

No OTAs represented over 10% of the gross accounts receivable balance at March 31, 2025 and December 31, 2024.

- 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
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-7

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-9

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

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 15
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-15

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

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

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

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-12

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-12

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-13

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Topic 606
-Publisher FASB
-URI https://asc.fasb.org/606/tableOfContent

+ Details

Fair Value Measurement and Financial Instruments - Schedule of Financial Liabilities Measured at Fair Value (Details) - Level 3 - Recurring - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2025	Dec. 31, 2024
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	$ 1,299	$ 45
Ending balance	1,328	1,299
Forward Contract Liability
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Issuances		53,690
Change in fair value		28,652
Settlement		(82,342)
Preferred Stock Participation Right
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Issuances		1,291
Change in fair value	$ 29	(7)
NPA Waiver Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Issuances		1,343
Change in fair value		237
Settlement		(1,580)
Earn Out Liability
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Change in fair value		$ (30)

Basis of Presentation - Schedule of Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2025	Mar. 31, 2024	Dec. 31, 2024	Dec. 31, 2023
Supplemental disclosures of cash flow information:
Cash paid for income taxes	$ 164	$ 35
Cash paid for interest	319	401
Supplemental disclosures of non-cash investing and financing activities
Accrued purchases of property and equipment	0	73
Operating ROU assets obtained in exchange for operating lease liabilities, net of adjustments	(60,063)	(81,886)
Reconciliation of cash, cash equivalents, and restricted cash:
Cash and cash equivalents	23,329	40,761	$ 20,786
Restricted cash	43,191	54,117	51,268
Cash, cash equivalents, and restricted cash at end of period	$ 66,520	$ 94,878	$ 72,054	$ 136,497

Leases - Schedule of Components of Lease Expense (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2025	Mar. 31, 2024
Lease, Cost [Abstract]
Operating lease cost	$ 75,166	$ 82,114
Short-term lease cost	542	35
Variable lease cost	1,512	265
Total operating lease cost	77,220	82,414
Cash payments for operating leases	72,506	81,505
Operating ROU assets obtained in exchange for operating lease liabilities, net of adjustments	(60,063)	(81,886)
Early lease terminations gains	$ 11,138	$ 23,901

Balance Sheet Details

3 Months Ended

Mar. 31, 2025

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Balance Sheet Details

Other current assets

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


	March 31, 2025		December 31, 2024
Non-income tax assets	7,785		8,150
Deposits due from landlords	841		539
Other current assets	1,159		1,044
Total other current assets	$	9,785	$	9,733

Other non-current assets

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


	March 31, 2025		December 31, 2024
Long-term deposits due from landlords	$	14,337	$	12,813
Deferred tax assets	4,247		4,171
Debt issuance costs on undrawn credit facilities	194		259
Other non-current assets	364		301
Total other non-current assets	$	19,142	$	17,544

Accrued liabilities

Accrued liabilities consists of the following (in thousands):


	March 31, 2025		December 31, 2024
Accrued legal expenses	$	23,617	$	18,540
Accrued compensation	2,893		1,703
Accrued direct costs(1)	1,590		3,454


Accrued other liabilities	6,363		8,924
Total accrued liabilities	$	34,463	$	32,621

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

Other non-current liabilities

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


	March 31, 2025		December 31, 2024
Marriott key money liability	$	7,250	$	7,344
Other	820		769
Total other non-current liabilities	$	8,070	$	8,113

Revenue - Schedule of Disaggregated Revenue (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2025	Mar. 31, 2024
Disaggregation of Revenue [Line Items]
Total revenue	$ 118,856	$ 133,479
Direct revenue
Disaggregation of Revenue [Line Items]
Total revenue	41,507	58,254
Indirect revenue
Disaggregation of Revenue [Line Items]
Total revenue	$ 77,349	$ 75,225

- 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 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-7

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-5

Reference 3: http://www.xbrl.org/2003/role/exampleRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 91
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479777/606-10-55-91

Reference 4: http://www.xbrl.org/2003/role/exampleRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 91
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479777/606-10-55-91

Reference 5: http://www.xbrl.org/2003/role/exampleRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 91
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479777/606-10-55-91

Reference 6: http://www.xbrl.org/2003/role/exampleRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 91
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479777/606-10-55-91

Reference 7: http://www.xbrl.org/2003/role/exampleRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 91
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479777/606-10-55-91

Reference 8: http://www.xbrl.org/2003/role/exampleRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 91
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479777/606-10-55-91

Reference 9: http://www.xbrl.org/2003/role/exampleRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 91
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479777/606-10-55-91

+ 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.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 220
-SubTopic 40
-Name Accounting Standards Codification
-Section 55
-Paragraph 4
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147476153/220-40-55-4

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 220
-SubTopic 40
-Name Accounting Standards Codification
-Section 55
-Paragraph 14
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147476153/220-40-55-14

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 41
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-41

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 42
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-42

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-7

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 270
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482964/270-10-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (ee)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-32

Reference 8: http://fasb.org/us-gaap/role/ref/otherTransitionRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-32

Reference 9: http://fasb.org/us-gaap/role/ref/otherTransitionRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-32

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 924
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 11.L)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479941/924-10-S99-1

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-5

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 30
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-30

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-22

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 40
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-40

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-22

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-4

+ Details

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2025	Mar. 31, 2024
Income Statement [Abstract]
Revenue	$ 118,856	$ 133,479
Costs and operating expenses:
Cost of revenue (excluding depreciation and amortization)	96,849	100,363
Operations and support	38,032	49,980
General and administrative	26,817	24,285
Research and development	3,938	4,671
Sales and marketing	15,322	19,249
Integration costs	1,539	0
Restructuring and other charges	0	2,592
Total costs and operating expenses	182,497	201,140
Loss from operations	(63,641)	(67,661)
Interest expense, net	9,449	7,323
Lease adjustment gains, net	(11,138)	(23,901)
Other income, net	(6,174)	(783)
Total non-operating income, net	(7,863)	(17,361)
Loss before income taxes	(55,778)	(50,300)
Provision for income taxes	717	187
Net loss	$ (56,495)	$ (50,487)
Basic net loss per common share (in dollars per share)	$ (4.85)	$ (4.58)
Diluted net loss per common share (in dollars per share)	$ (4.85)	$ (4.58)
Other comprehensive loss:
Net loss	$ (56,495)	$ (50,487)
Change in foreign currency translation adjustment	(3,199)	(589)
Comprehensive loss	$ (59,694)	$ (51,076)

Net Loss per Common Share

3 Months Ended

Mar. 31, 2025

Earnings Per Share [Abstract]

Net Loss per Common Share

Basic net loss per share is computed by dividing the net loss by the weighted-average number of shares of common stock outstanding during the period, less weighted-average shares subject to repurchase. The diluted net 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 loss per share attributable to common stockholders is the same as basic net loss per share attributable to common stockholders, because potentially dilutive common shares are anti-dilutive.

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


	Three months ended March 31,
	2025		2024
Numerator:
Net loss	$	(56,495)	$	(50,487)
Add: Accretion to redeemable value of preferred stock	3,239		—
Add: Paid-in-kind dividend on preferred stock	(5,885)		—
Net loss attributable to common stockholders	$	(59,141)	$	(50,487)

Denominator:
Weighted average basic and diluted common shares outstanding	12,183,604		11,031,861
Net loss per common share:
Basic and diluted	$	(4.85)	$	(4.58)

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


	Three months ended March 31,
	2025	2024
Convertible preferred stock	42,633,000	—
Options to purchase common stock	2,199,839	2,555,676
Common stock subject to repurchase or forfeiture	74,942	75,645
Outstanding RSUs	2,472,335	567,500
Outstanding PSUs	4,163,851	—
Outstanding MSUs	531,996	296,508
Exchangeable shares	550,959	712,982
Total common stock equivalents	52,626,922	4,208,311

Warrants and Stockholders’ Deficit - Schedule of Post-Combination Exchangeable Common Stock (Details) - Post-Combination Exchangeable Common Stock - USD ($) $ / shares in Units, $ in Thousands	Mar. 31, 2025	Dec. 31, 2024
Class of Stock [Line Items]
Shares authorized (in shares)	2,000,000	2,000,000
Shares issued (in shares)	550,959	551,072
Shares outstanding (in shares)	550,959	551,072
Issuance price per share (in dollars per share)	$ 30.80	$ 30.80
Net carrying value	$ 16,970	$ 16,973
Aggregate liquidation preference	$ 16,970	$ 16,973

- 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 815
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 8A
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480434/815-10-50-8A

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

Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480738/235-10-S50-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 480
-SubTopic 10
-Name Accounting Standards Codification
-Section S50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479857/480-10-S50-1

Reference 5: http://www.xbrl.org/2003/role/exampleRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 6: http://www.xbrl.org/2003/role/recommendedDisclosureRef
-Topic 272
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483014/272-10-45-3

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 272
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482987/272-10-50-1

Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(d))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 10: 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 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (e)
-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 (h)
-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 14
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-14

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-18

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(27)(b))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(28))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(29))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-03(i)(2))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479886/946-10-S99-3

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-03(i)(1))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479886/946-10-S99-3

Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-03(i)(2)(i))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479886/946-10-S99-3

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-03(i)(2)(ii))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479886/946-10-S99-3

+ Details